RICEX:  PUT/CALL AGREEMENT









EXHIBIT

4.44




 




PUT/CALL AGREEMENT




 




This put/call agreement (the “Agreement”) is made as

of this 15th day of January, 2002, by and between NutraStar

Incorporated, a California corporation (“NutraStar”) and The RiceX Company, a

Delaware corporation (“RiceX”).




 




R E

C I T A L S




 




A.            RiceX

has agreed to purchase 130,000 shares of Series A Preferred Stock of

NutraStar (the “Shares”) in exchange for cancellation of indebtedness (the

“Debt Exchange”) pursuant to that certain Subscription Agreement dated as of

December 10, 2001 (the “Subscription Agreement”) by and between Alliance

Consumer International, Inc. (now NutraStar Incorporated) (“NutraStar”) and

RiceX.




 




B.            As

a condition to the Debt Exchange, NutraStar has agreed to grant RiceX an option

to sell the Shares to NutraStar, and RiceX has agreed to grant NutraStar an

option to purchase the Shares from RiceX, all upon the terms and conditions

hereinafter set forth.




 




NOW THEREFORE, in consideration of the foregoing, and

for other valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties agree as follows:




 




1.                                       Put

Right.




 




NutraStar hereby irrevocably grants and issues to

RiceX the right and option to sell to NutraStar (hereinafter referred to as the

“Put Right”) all but not less than all of the Shares or shares of Common Stock

into which the Shares have been converted (the term “Shares” is hereinafter

used to refer to the Shares and any shares of Common Stock into which the

Shares may have been converted) at a purchase price of One Hundred Thirty

Thousand Dollars ($130,000.00) (the “Purchase Price”), plus all accumulated but

unpaid dividends, if any, subject to adjustment as provided in Section 4

hereof.  RiceX may exercise the Put

Right and sell to NutraStar, and NutraStar agrees to purchase from RiceX, all

but not less than all of the Shares at any time after six months from the date

hereof by giving NutraStar written notice of its intent to exercise its Put

Right in accordance with Section 3(a) below (the “Put Right Notice”).




 




2.                                       Call

Right.




 




RiceX hereby irrevocably grants and issues to

NutraStar and/or its assigns the right and option to purchase from RiceX

(hereinafter referred to as the “Call Right”) all but not less than all of the

Shares at the Purchase Price, plus all accumulated but unpaid dividends, if

any, subject to adjustment as provided in Section 4 hereof.  NutraStar and/or its assigns may exercise

the Call Right and purchase from RiceX, and RiceX agrees to sell to NutraStar

and/or its assigns, all but




 





























 




not

less than all of the Shares at any time after the date hereof by giving RiceX

written notice of its intent to exercise its Call Right in accordance with

Section 3(a) below (the “Call Right Notice”).




 




3.                                       Payment

and Delivery of Shares.




 




(a)           Subject

to this Section 3, NutraStar shall, within sixty (60) days after receipt

of a Put Right Notice or delivery of a Call Right Notice, as applicable (the

“Closing”), pay to RiceX, in cash or by certified, cashier’s or other check

acceptable to RiceX, the relevant Purchase Price, and RiceX shall deliver to

NutraStar at the Closing a stock certificate or certificates representing the

total number of Shares being transferred, duly endorsed in blank by RiceX or

having attached thereto a stock power duly executed by RiceX in proper form for

transfer.




 




(b)           In

the event that any payment to be made by NutraStar is prohibited by applicable

provisions of corporate law or by any other applicable law, then such payment

shall be immediately made by NutraStar at the next earliest time, and to the

extent possible, when compliance with said law may be effected, and NutraStar

agrees that it will execute all such documents and take all such other steps as

may be necessary to expedite and effectuate to the extent possible such

compliance.  NutraStar specifically

acknowledges that RiceX shall be under no obligation to transfer the Shares

unless and until a cash payment is made.




 




4.                                       Adjustment

of Purchase Price.




 




In the event of any stock dividend, stock split,

combination of shares, subdivision or other recapitalization of the Shares,

then the number of Shares and the Purchase Price shall be proportionately

adjusted to take into account each of any such events, so that upon the

exercise of the Put Right or Call Right provided for herein, RiceX shall be

entitled to put or NutraStar shall be able to call, as applicable, such number

of Shares, and RiceX shall receive such Purchase Price, as it would have been

entitled to do or receive after the happening of any such event had the Put

Right or Call Right been exercised immediately prior to the happening of any

such event.




 




5.                                       Miscellaneous.




 




(a)           Each

party agrees that upon the request of the other it will, from time to time,

execute and deliver to such other party all such instruments and documents of

further assurance or otherwise, and will do any and all such acts and things,

as reasonably may be required to carry out the obligations of such party

hereunder and consummate the transactions contemplated hereby.




 




(b)           The

headings of this Agreement are included for purposes of reference and

convenience only and shall not limit or otherwise affect the construction or

interpretation of any of the provisions of this Agreement.




 




(c)           This

Agreement, including all exhibits, constitutes the entire agreement between the

parties hereto pertaining to the subject matter hereof and supersedes all prior

and contemporaneous agreements and understandings of the parties in connection

herewith.  No




 




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supplement,

modification or amendment of this Agreement shall be effective unless executed

in writing by the parties hereto.




 




(d)           Whenever

the service or the giving of any document or consent by or on behalf of any

party hereto upon any other party is herein provided for, or becomes necessary

or convenient under the provisions of this Agreement or any document related

hereto, a valid and efficient service of such document shall be effected by

delivering the same in writing to such party in person, by Federal Express or

other reputable courier, by facsimile, or by sending the same by registered or

certified mail, return receipt requested, and shall be deemed received upon

personal delivery if delivered personally, by Federal Express or other

reputable courier or by facsimile, or four (4) business days after deposit in

the mail in the United States, postage prepaid, addressed to the person to

receive such notice or communication at the following address:




 




	

  NutraStar:


  	

  1261

  Hawks Flight Court


  
	

   


  	

  El

  Dorado Hills, CA  95762


  
	

   


  	

  Attn:  Patricia McPeak


  
	

   


  	

  Telephone:  (916) 933-7000


  
	

   


  	

  Facsimile:

  (916) 933-7001


  
	

   


  	

   


  
	

  RiceX:


  	

  1241

  Hawks Flight Court


  
	

   


  	

  El

  Dorado Hills, CA  95762


  
	

   


  	

  Attn:  Todd C. Crow


  
	

   


  	

  Telephone:  (916) 933-3000


  
	

   


  	

  Facsimile:  (916) 933-3333


  





 




Notice of change of address shall be given by written notice in the

manner detailed in this section 5(d).




 




(e)           This

Agreement may be executed in counterparts, each of which shall be deemed an

original, but all of which, together, shall constitute one and the same

instrument.




 




(f)            This

Agreement shall be construed in accordance with, and shall be governed by, the

laws of the State of California.




 




(g)           Neither

party shall be entitled to assign any of its rights or obligations under this

Agreement without the prior written consent of the other party, which consent

shall not be unreasonably withheld. 

Subject to the foregoing, this Agreement shall be binding upon and

enforceable by, and shall inure to the benefit of, the parties hereto and their

respective successors and assigns.




 




(h)           In

the event any portion of this Agreement shall be declared by any court of

competent jurisdiction to be invalid, illegal or unenforceable, such portion

shall be deemed severed from this Agreement, and the remaining parts hereof

shall remain in full force and effect, as fully as though such invalid, illegal

or unenforceable portion had never been a part of this Agreement.




 




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(i)            As

used in this Agreement, the masculine, the feminine and the neuter gender, and

the singular or plural number, shall be deemed to include the others wherever

the context so indicates or requires.




 




(j)            In

the event of the bringing of any action by any party hereto against any other

party arising out of this Agreement, the party who is determined to be the

prevailing party shall be entitled to recover from the other party all costs

and expenses of suit, including reasonable attorneys’ fees.




 




IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the day and year first above written.




 




	

   


  	

  NutraStar Incorporated


  
	

   


  	

  a California corporation


  
	

   


  	

  (“NutraStar”)


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Patricia McPeak


  	

   


  
	

   


  	

   


  	

  Patricia McPeak, President and


  
	

   


  	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

  The RiceX Company


  
	

   


  	

  a Delaware corporation


  
	

   


  	

  (“RiceX”)


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Todd C. Crow


  	

   


  
	

   


  	

   


  	

  Todd C. Crow, Chief Financial Officer


  
							





 




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