EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (“Agreement”)
      is
      entered into by and between NutraCea, a California corporation with principal
      offices at 5090 40th
      North
      Street, Suite 400, Phoenix, Arizona 85018 (“NutraCea”)
      and
      Olga Hernandez Longan, 22012 N. 36th
      Way,
      Phoenix, AZ 85050 (“Employee”)
      effective as of November 6, 2008 (the
      “CFO Effective
      Date”),
      as
      follows:

    


    AGREEMENT

    


    1.    Employment.
      NutraCea wishes to employ Employee and Employee agrees to provide services
      for
      NutraCea on the terms and conditions set forth below. 

    


    2.    Employment;
      Scope of Employment.
      Employee
      shall be employed as Chief Financial Officer of NutraCea, and shall have the
      authority, duties and responsibilities as are assigned or modified by
NutraCea’s
      Chief
      Executive Officer, provided, that such authority,
      duties and responsibilities shall be commensurate and consistent with Employee’s
      position as Chief Financial Officer of NutraCea. 

    


    2.1    Best
      Efforts; Full Working Time. Employee
      agrees to devote her full working time and best efforts to perform her duties
      hereunder. 

    


    2.2    Supervision
      and Direction of Services.
      All of
      Employee’s services hereunder shall be under the supervision and direction of
      the Chief Executive Officer of NutraCea and the Board of Directors of NutraCea.
      

    


    2.3    Rules. Employee
      shall be bound by all the policies, rules and regulations of NutraCea now in
      force and by all such other policies, rules and regulations as may be hereafter
      implemented and shall faithfully observe and abide by the same. In the event
      that there is any conflict between the terms of this Agreement and any of
      NutraCea’s policies, rules and regulations, the terms of this Agreement shall
      govern.

    


    2.4    Exclusive
      Services.
      During
      the Term of this Agreement and any extension of this Agreement, Employee shall
      not, directly or indirectly, whether as a partner, employee, creditor,
      shareholder, independent contractor or otherwise, promote, participate or engage
      in any activity or other business which is competitive with NutraCea’s business
      operations; provided, however, that this provision shall not preclude or
      prohibit Employee from holding or obtaining an indirect and passive beneficial
      ownership, through a mutual fund or similar arrangement, of up to one percent
      of
      any publicly-held company which is competitive with NutraCea as long as she
      does
      not otherwise promote, participate or engage in the business operations of
      such
      company. Employee agrees that Employee shall not enter into an agreement to
      establish, form, contract with or become employed by a competing business of
      NutraCea while Employee is employed by NutraCea. 

    


    2.5    Non-Solicitation.
      To the
      fullest extent permissible under applicable law, Employee agrees that both
      during the term of this Agreement and for a period of two (2) year following
      termination of this Agreement, Employee shall not take any action to induce
      employees or independent contractors of NutraCea to sever their relationship
      with NutraCea and accept an employment or an independent contractor relationship
      with any other business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
3.    Term
      and Termination; Payments upon Termination.
      

    


    3.1    Term
      and Termination.
      Unless
      earlier terminated as described below, NutraCea hereby employs the Employee
      for
      a period commencing on the CFO Effective Date and ending on November 6, 2011
      (the “Term”).
      The
      twelve (12) month period commencing on the CFO Effective Date and ending on
      the
      day before the one-year anniversary of the CFO Effective Date and each
      succeeding twelve (12) month period during the Term are each referred to herein
      as a “Contract
      Year.”
The
      Term shall be extended automatically for successive one-year terms unless either
      party notifies the other party in writing at least ninety (90) days prior to
      the
      expiration of the then-effective Term of such party’s intention not to renew
      this Agreement. Other
      than with respect to a termination for Good Reason (as defined below) as to
      which the requirements of Section 3.1.2 shall apply, Employee agrees to provide
      written notice of voluntary termination to NutraCea (“Voluntary
      Termination Notice”)
      at
      least ninety (90) days before the effective date of such voluntarily termination
      (“Voluntary
      Termination”)
      and
      shall specify in such notice a fixed date for the Voluntary Termination. In
      addition to any other remedies available to NutraCea, if in connection with
      Employee’s Voluntary Termination Employee does not provide the Voluntary
      Termination Notice to NutraCea in the time and manner set forth above, all
      unvested stock options held by Employee, including the Options (as described
      in
      Section 4.3 below), shall immediately terminate at the time of Employee’s
      termination.

    


    3.1.1    Termination
      for Cause.
      “Cause”
for
      termination of Employee’s employment shall mean the occurrence of any of the
      following: 

    


    (a)    Employee
      has breached a material term hereof, which remains uncured for thirty (30)
      days
      after a written notice of breach (which notice shall describe the particulars
      of
      Employee’s breach in sufficient detail to allow Employee the reasonable
      opportunity to cure the breach, if susceptible of being cured within such thirty
      (30) day period) and written demand for performance are delivered to Employee
      by
      the CEO or Board;

    


    (b)    Employee
      has been grossly negligent or engaged in material willful or gross misconduct
      in
      the performance of her duties;

    


    (c)    Employee
      has committed, as determined by the Board of Directors of NutraCea, or has
      been
      convicted by a court of law of, fraud, moral turpitude, embezzlement, theft,
      or
      dishonesty, or other similar criminal conduct, and such misconduct is committed
      in connection with Employee’s employment with NutraCea;

    


    (d)    Employee
      has been convicted by a court of law of a felony involving fraud, moral
      turpitude, embezzlement, theft, or dishonesty or other similar criminal conduct
      or a felony that does not comprise misconduct covered by Section 3.1.1(c);
      

    


    (e)    Habitual
      misuse of alcohol or drugs; or

    


    
      
         

      

      
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    (f)    Employee’s
      breach of the Proprietary Information Agreement attached hereto as Exhibit
      A,
      and
      described in paragraph 6 herein.

    


    3.1.2    Termination
      for Good Reason.
      

    


    (a)    Employee
      may terminate this Agreement for “Good Reason.” As used herein, “Good
      Reason”
means
      (i) any material breach by NutraCea
      of this
      Agreement; (ii) the assignment of duties to Employee by NutraCea
      that are
      not consistent or commensurate with and her position as Chief Financial Officer
      of NutraCea
      (other than any duties that are consistent and commensurate with a higher
      position, and not including any reduction in Employee’s duties during any
      investigation or proceedings initiated by NutraCea in good faith pursuant to
      Section 3.1.1 with regard to a possible termination of Employee for
      Cause);
      (iii)
      the relocation of Employee’s primary office location to outside of the Phoenix
      metropolitan area without Employee’s prior consent; (iv)
      the
      reduction of Employee’s Base Salary; (v) the failure of NutraCea to obtain at
      least forty-five (45) days in advance of an event described in Section 4.3.1(x)
      or (y) an agreement from a successor or purchaser to assume and perform the
      terms of this Agreement; or (vi)
      NutraCea’s termination of Employee’s status as Chief Financial Officer of
NutraCea.

    


    (b)    In
      order
      to terminate this Agreement for Good Reason, Employee shall provide NutraCea
      with (i) written notice of the Good Reason (which notice shall describe the
      particulars of NutraCea’s breach in sufficient detail to allow NutraCea the
      reasonable opportunity to remedy or eliminate the Good Reason(s) if susceptible
      of being remedied or eliminated); and (ii) shall allow NutraCea thirty (30)
      days
      within which to remedy or eliminate the Good Reason(s). In the event that
      Employee provides such notice and NutraCea fails to remedy or eliminate the
      Good
      Reason(s) within such thirty-day period, Employee shall be entitled to provide
      NutraCea with written notice (of not less that thirty (30) days) that Employee
      is terminating this Agreement as a result of such Good Reason(s). 

    


    3.2    Payments
      upon Termination.
      

     

    3.2.1    For
      Cause or Voluntary Termination.
      Following a termination of this Agreement by NutraCea
      for
      Cause, or a Voluntary Termination by Employee, or any other termination by
      Employee other than for Good Reason or due to her death, Employee shall be
      entitled to receive in cash payment (less
      normal and customary deductions and withholdings) an
      amount
      equal to all accrued but unpaid compensation (including accrued but unused
      vacation leave) as of the date of such termination. By
      way of
      example, if NutraCea were to terminate this Agreement for Cause on June 30,
      2009, Employee would be entitled to receive any compensation she had earned
      through June 30, 2009, but which had not been paid to her as of June 30, 2009.
      

    


    3.2.2    Without
      Cause.
      Following any termination of this Agreement by NutraCea other than for Cause,
      or
      a termination by Employee for Good Reason or due to Employee’s death,
Employee
      (or Employee’s estate) shall be entitled to receive in cash payment an amount
      equal to all previously accrued but unpaid compensation (including accrued
      but
      unused vacation leave) as of the date of such termination, and a lump sum
      payment (less normal and customary deductions and withholdings) equal to the
      amount of Base Salary that Employee would have earned if she had remained
      employed with NutraCea during the remaining portion of the then-current Term
      of
      this Agreement. By way of example, if NutraCea were to terminate this Agreement
      for no Cause on June 30, 2009, Employee would be entitled to receive any
      compensation she had earned through June 30, 2009, but which had not been paid
      to her as of June 30, 2009, and an amount equal to the Base Salary that Employee
      would have earned under this Agreement if she had worked until November 6,
      2011.


    


    
      
         

      

      
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    4.    Compensation;
      Benefits.
      

    


    4.1    Salary.
      Employee
      shall be paid at a rate which, on an annualized basis, equals two hundred thirty
      thousand dollars ($230,000) per year, as adjusted pursuant to this Section
      4.1
(“Base
      Salary”).
      The
      Base Salary shall be
      subject
      to normal payroll withholdings and NutraCea’s standard payroll practices. On the
      first anniversary of the
      CFO
      Effective
      Date and
      each anniversary date thereafter , Employee’s Base
      Salary
      shall be
      increased annually by a minimum of a cost of living factor determined as
      follows: (i) Employee’s Base Salary as of the last day of the prior Contract
      Year shall be multiplied by a fraction equal to (A) the published Consumer
      Price
      Index selected by NutraCea (“CPI”)
      for
      the first day of the new Contract Year (“New
      Year”),
      divided by (B) the CPI for the first day of the Contract Year immediately
      preceding such New Year, and (ii) the resulting product shall be added to
      Employee’s Base Salary, and shall be the Base Salary for the New
      Year.

     

    4.2    Moving
      Expense Reimbursement; Bonus Amounts.
      

    


    4.2.1.    Moving
      Expense
      Reimbursement. NutraCea
      shall pay Employee a
      moving
      expense reimbursement of up to Forty Thousand dollars ($40,000) on the
CFO
      Effective Date,
      but
      only after
      Employee
      has provided to NutraCea evidence of Employee’s commitment to relocate her
      primary residence to Phoenix, Arizona (for example, an executed lease for
      residential space or an executed contract to purchase a residential property).
      Should Employee subsequently fail to relocate her primary residence to Phoenix,
      Arizona within a reasonable time thereafter, then upon written demand from
      NutraCea to Employee, Employee promptly shall return such moving expense
      reimbursement amount to NutraCea. 

    


    4.2.2.    Annual
      Bonus.
      Employee shall be eligible to participate in any NutraCea bonus program that
      is
      applicable to officers of NutraCea as may be adopted and in effect from time
      to
      time (subject to the terms and conditions of any such program). In addition,
      Employee shall be eligible for an annual discretionary bonus of up to
      one-hundred percent (100%) of her Base Salary, as then in effect pursuant to
      Section 4.1 (and pro-rated for any partial year), as determined by the NutraCea
      Compensation Committee or Board of Directors, after first obtaining the
      recommendations of such third party compensation consultants as may be selected
      by NutraCea, and the Chief Executive Officer of NutraCea. 

    


    4.3    Stock
      Options.
      Employee acknowledges that she has received those stock option grants described
      in Section 4 of the Consulting and Employment Agreement previously entered
      into
      by Employee and the Company (“Consulting
      Agreement”),
      comprising the “Initial
      Option”
as
      defined in Section 4.1.1 of the Consulting Agreement and the “Second
      Option”
as
      defined in Section 4.1.2 of the Consulting Agreement (collectively the
“Options”).

     

    
      
         

      

      
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    4.3.1.    Change
      of Control.
      The
      parties agree that upon a Qualifying Change of Control (as defined below):
      (i)
      the Initial Option shall vest and shall be exercisable; and (ii) the Second
      Option shall vest with respect to the time vesting criteria for such Second
      Option, but Consultant’s right to exercise the Second Option shall remain
      subject to satisfaction of the “Performance Vesting Criteria”, as defined in the
      Initial Option agreement, and the Second Option shall be exercisable if the
      Performance Vesting Criteria established by NutraCea’s Board of Directors
      pursuant to the terms of the Second Option have been satisfied. For purposes
      of
      this Section 4.3.1, a “Qualifying Change
      of Control”
shall
      mean (x) the consummation of a merger or consolidation of NutraCea with any
      other corporation or other legal entity which results in the voting securities
      of NutraCea outstanding immediately prior thereto failing to represent (either
      by remaining outstanding or by being converted into voting securities of the
      surviving entity) more than fifty percent (50%) of the total voting power
      represented by the voting securities of NutraCea or such surviving entity
      outstanding immediately after such merger or consolidation, or
      (y) the
      consummation of the sale or disposition by NutraCea of all or substantially
      all
      of its assets, and
      (z) the
      termination without Cause of Employee’s employment and/or of the employment of
      Brad Edson, the Chief Executive Officer of NutraCea, within sixty (60) days
      prior to or ninety (90) days after the occurrence of an event described in
      item
      (x) or (y) above. 

    


    4.4    Car
      Allowance.
      Employer shall provide Employee with an automobile allowance in the amount
      of
      Eight Hundred dollars ($800.00) per month, payable in accordance with
NutraCea’s
      payroll periods. Notwithstanding the foregoing, NutraCea shall not be obligated
      to make any down payments for the purchase of any automobile by or on behalf
      of
      Employee.

    


    4.5    Vacation
      and other Standard Benefits.
      Employee
      shall be entitled to four (4) weeks of paid vacation time per year. Employee
      may
      not accrue vacation time in excess of such four (4) week maximum. Accrual of
      vacation time shall be subject to the terms and conditions of NutraCea’s
      vacation policy. Employee shall be entitled to health benefits in accordance
      with NutraCea’s standard policies. In addition, Employee is entitled to paid
      holidays, sick leave and other benefits in accordance with NutraCea’s standard
      policies. 

    


    4.6    Business
      Expenses.
      Employee shall be reimbursed for reasonable business expenses which she incurs
      in the performance of her duties hereunder, in accordance with NutraCea’s
      standard reimbursement policies. 

    


    5.    Employment
      Information.
      Employee represents and warrants to NutraCea that information provided by
      Employee in connection with Employee’s employment and any supplemental
      information provided to NutraCea is, to the best of Employee’s knowledge and
      information after good faith diligence and investigation, complete, true and
      materially correct. Employee has not omitted any information that is necessary
      to evaluate the information provided by Employee to NutraCea. Employee shall
      promptly notify NutraCea of any change in the accuracy or completeness of all
      such information.

     

    
      
         

      

      
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    6.    Trade
      Secrets.
      Employee acknowledges that NutraCea has gone to great time and expense to
      develop customers and to develop procedures and processes for development of
      products and services and the sales of products and services. Such procedures
      and processes in addition to various other types of proprietary information
      are
      included as part of the “confidential information” described in the “Proprietary
      Information Agreement” attached hereto as Exhibit
      A.
      Employee has previously executed the Proprietary Information Agreement or agrees
      to execute NutraCea’s Proprietary Information Agreement contemporaneously with
      the execution of this Agreement and employment. 

     

    7.    Remedies
      for Breach of Covenant Regarding Confidentiality.
      The
      parties agree that the breach by Employee of any covenants contained in Sections
      2.4, 2.5, and 6 will result in immediate and irreparable injury to NutraCea.
      In
      the event of any breach by Employee of the covenants contained in Sections
      2.4,
      2.5, or 6, NutraCea shall be entitled to seek recourse through all available
      legal and equitable remedies necessary or useful to prevent any likelihood
      of
      immediate or irreparable injury to NutraCea. The parties agree that, in the
      case
      of such a breach or threat of breach by Employee of any of the provisions of
      such Sections, NutraCea may take any appropriate legal action, including without
      limitation an action for injunctive relief, consisting of orders temporarily
      restraining and preliminarily and permanently enjoining such actual or
      threatened breach. 

     

    8.    Miscellaneous.
      

    


    8.1    Choice
      of Law, Jurisdiction, Venue.
      The
      rights and obligations of the parties and the interpretation and performance
      of
      this Agreement shall be governed by the laws of Arizona, excluding its conflict
      of laws rules, except as such laws may be interpreted, enforced, or pre-empted
      by federal law. 

    


    8.2    Entire
      Agreement.
      This
      Agreement, the Proprietary Information Agreement dated November 6, 2008 and
      described in Section 6, and the Option agreements referenced in Section 4.3,
      contain the entire Agreement among the parties hereto with respect to the
      subject matter hereof, and supersede all prior and contemporaneous oral and
      written agreements, understandings and representations among the parties. There
      are no representations, agreements, arrangements, or understandings, whether
      oral or written, between or among the parties relating to the subject matter
      of
      this Agreement that are not fully expressed herein and therein.

    


    8.3    Notices.
      Any
      notice under this Agreement shall be in writing, and any written notice or
      other
      document shall be deemed to have been duly given (i) on the date of personal
      service on the parties, (ii) on the third business day after mailing, if the
      document is mailed by registered or certified mail, (iii) one day after being
      sent by professional or overnight courier or messenger service guaranteeing
      one-day delivery, with receipt confirmed by the courier, or (iv) on the date
      of
      transmission if sent by telegram, telex, telecopy or other means of electronic
      transmission resulting in written copies, with receipt confirmed. Any such
      notice shall be delivered or addressed to the parties at the addresses set
      forth
      above or at the most recent address specified by the addressee through written
      notice under this provision. Failure to conform to the requirement that mailings
      be done by registered or certified mail shall not defeat the effectiveness
      of
      notice actually received by the addressee.

     

    
      
         

      

      
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    8.4    Severability.
      NutraCea and Employee agree that should any provision of this Agreement be
      declared or be determined by any court or other tribunal (including an
      arbitrator) of competent jurisdiction to be illegal, invalid or unenforceable,
      the legality, validity and enforceability of the remaining parts, terms and
      provisions shall not be affected thereby, and said illegal, unenforceable or
      invalid part, term or provision shall be deemed not to be part of this
      Agreement. 

     

    8.5    Intentionally
      Omitted. 

    


    8.6    Amendment.
      The
      provisions of this Agreement may be modified at any time by agreement of the
      parties; provided that such modification shall be ineffective unless in writing
      and signed by the parties hereto.

     

    8.7    No
      Transfer or Assignment; No Third-Party Beneficiaries.
      The
      rights of Employee hereunder have been granted by NutraCea with the
      understanding that this Agreement is personal to, and shall be performed by
      Employee individually. This Agreement is not transferable or assignable by
      Employee in any manner. No person or entity other than NutraCea and Employee
      shall have any rights whatsoever under this Agreement or to recover damages
      on
      account of a breach of this Agreement. No person or entity other than NutraCea
      or Employee shall have any right to enforce any provision of this Agreement.
      No
      heir, successor or assign of Employee, whether voluntarily or by operation
      of
      law, shall have or succeed to any rights of NutraCea or Employee
      hereunder.

     

    8.8    Waiver.
      Any of
      the terms or conditions of this Agreement may be waived at any time by the
      party
      entitled to the benefit thereof, but no such waiver shall affect or impair
      the
      right of the waiving party to require observance, performance or satisfaction
      of
      that term or condition as it applies on a subsequent occasion or of any other
      term or condition.

     

    8.9    Resolution
      of Disputes.
      

     

    8.9.1    Resolution
      of Disputes.
      NutraCea and Employee agree that, except as otherwise provided herein, any
      claim
      or controversy arising out of or pertaining to this Agreement or the termination
      of Employee's employment, including but not limited to, claims of wrongful
      treatment or termination allegedly resulting from discrimination, harassment
      or
      retaliation on the basis of race, sex, age, national origin, ancestry, color,
      religion, marital status, status as a veteran of the Vietnam era, physical
      or
      mental disability, medical condition, or any other basis prohibited by law
      ("Dispute"),
      shall
      be resolved through binding arbitration, as provided in this Section 8.9.


    


    8.9.2    Binding
      Arbitration.
      The
      provisions of this Section 8.9 shall not preclude any party from seeking
      injunctive or other provisional or equitable relief in order to preserve the
      status quo of the parties pending resolution of a Dispute, and the filing of
      an
      action seeking injunctive or other provisional relief shall not be construed
      as
      a waiver of that party's arbitration rights. Except as provided herein, the
      arbitration of any Dispute between the parties to this Agreement shall be
      governed by the American Arbitration Association (“AAA”)
      Commercial Arbitration Rules (the “AAA Rules”).

     

    
      
         

      

      
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    8.9.3    Appointment
      of Arbitrator.
      Within
      thirty (30) days of service of a demand for arbitration by a party to this
      Agreement, the parties shall endeavor in good faith to select from the AAA
      list
      of labor and employment arbitrators a single arbitrator, who must be a licensed
      attorney; if the parties fail to do so within such 30-day period, an arbitrator
      shall be selected in accordance with the AAA Rules. 

    


    8.9.4    Initiation
      of Arbitration.
      In the
      case of any Dispute between the parties to this Agreement, either party shall
      have the right to initiate the binding arbitration process provided for in
      this
      paragraph by serving upon the other party a demand for arbitration within the
      statutory time period from the date the Dispute first arose. 

    


    8.9.5    Location
      of Arbitration.
      Any
      arbitration hearing shall be conducted in Phoenix, Arizona.

    


    8.9.6    Applicable
      Law.
      The law
      applicable to the arbitration of any Dispute shall be, as provided in Section
      8.1 and the Federal Arbitrator Act (Title 9, US Code, Section 1 et
      Seq.).

    


    8.9.7    Arbitration
      Procedures.
      In
      addition to any of the procedures or processes available under the AAA Rules,
      the parties shall be entitled to conduct discovery sufficient to adequately
      arbitrate their claims and/or defenses, including access to relevant documents
      and witnesses, as determined by the arbitrator(s). In addition, either party
      may
      choose, at that party’s discretion, to request that the arbitrator(s) resolve
      any dispositive motions prior to the taking of evidence on the merits of the
      Dispute. In the event a party to the arbitration requests that the arbitrator(s)
      resolve a dispositive motion, the arbitrator(s) shall receive and consider
      any
      written or oral arguments regarding the dispositive motion, and shall receive
      and consider any evidence specifically relating thereto, and shall render a
      decision thereon, before hearing any evidence on the merits of the Dispute.
      

    


    8.9.8    Scope
      of Arbitrators' Award or Decision.
      NutraCea and Employee agree that if the arbitrators find any Disputed claim
      to
      be meritorious, the arbitrators shall have the authority to order all forms
      of
      legal and/or equitable relief that would otherwise be available in court and
      that is appropriate to the claim. Any decision or award by the arbitrators
      shall
      be a reasoned opinion in writing citing facts and law and shall be specific
      enough to permit limited judicial review if necessary. 

    


    
      
         

      

      
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    8.9.9    Costs
      of Arbitration; Attorneys’ Fees.
      NutraCea and Employee agree that the arbitrators, in their discretion and
      consistent with applicable law, may award to the prevailing party the costs
      and
      attorneys’ fees incurred by that party in participating in the arbitration
      process as long as they do not exceed those that would be incurred by Employee
      in a court action.

    


    8.9.10   Acknowledgment
      of Consent to Arbitration.
      NOTICE:
      BY EXECUTING THIS AGREEMENT THE PARTIES AGREE TO HAVE ANY DISPUTE ARISING OUT
      OF
      THE MATTERS INCLUDED IN THE "RESOLUTION OF DISPUTES" PROVISION DECIDED BY
      NEUTRAL ARBITRATION AS PROVIDED HEREIN AND WAIVE ANY RIGHTS THEY MAY HAVE TO
      HAVE THE DISPUTE DECIDED BY A JUDGE OR A JURY. BY EXECUTING THIS AGREEMENT,
      THE
      PARTIES WAIVE THEIR JUDICIAL RIGHTS TO APPEAL. IF EITHER PARTY REFUSES TO SUBMIT
      TO ARBITRATION AFTER AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED
      TO
      ARBITRATE. THE PARTIES’ AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
      THE PARTIES REPRESENT THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND
      AGREE
      TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS PROVISION TO
      NEUTRAL ARBITRATION.

    


    8.10    Exhibits.
      All
      exhibits to which reference is made are deemed incorporated in this Agreement
      whether or not actually attached.

     

    
      	 	 	 
	 	NUTRACEA
	 
 	 
 	 
 
	 	       
              	/s/ Bradley
              D. Edson
	 	
              
By:   
Bradley
              D. Edson
	 	Title:
              CEO
	 	 
	 	 
	 	Employee: 
	 	 
	 	/s/ Olga Hernandez Longan
	 	
              
Olga
              Hernandez Longan


    

     

     

     

    [SIGNATURE
      PAGE TO EMPLOYMENT
      AGREEMENT]

     

    
      
         

      

      
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