Exhibit 10.2


    
      

    

    
    

    
      EXHIBIT
        10.2

      


      [*]
        designates
        portions of this document that have been omitted pursuant to a
        request

      for
        confidential treatment filed separately with the
        Commission 

    

    


    PRIVATE
      LABEL SUPPLY AGREEMENT 

    AND
      STRATEGIC ALLIANCE

    


    


    This
      Private
      Label Supply Agreement
      and
      Strategic Alliance (“Agreement”),
      dated
      August
      25, 2005
      (“Effective Date”),
      is
      entered into by NutraCea,
      a
      California corporation (“NUTRA”), and ITV Global, a Nevada corporation
      (“ITV”).

    


    Recitals

    


    A.   NUTRA
      is
      engaged in the business of producing and selling various types of nutritional
      products.

    


    B.    ITV
      is
      engaged in the business of marketing and selling various types of products
      via
      Direct Response advertising.

    


    C.    ITV
      and
      NUTRA desire that ITV purchase from NUTRA, and NUTRA sell to ITV, upon and
      subject to the terms and conditions set forth in this Agreement, certain
      products mentioned herein.

    


    D.    ITV
      and
      NUTRA desire that ITV exclusively market and distribute world-wide certain
      products labeled and marketed as the “Rice Patty” collection, as described
      herein. 

    


    


    Agreement

    


    Whereas,
      the parties agree and understand that this Agreement
      shall
      supersede any and all prior written or oral agreements previously entered
      into;

    


    In
      consideration of the foregoing recitals and the mutual covenants set forth
      in
      this Agreement, ITV and NUTRA agree as follows:

    


    1.    Definitions.  As
      used in this
      Agreement, the following terms shall have the following meanings:

    


    1.1    Affiliate.  “Affiliate”,
      when used
      with reference to a specified Person, shall mean (a) the natural person in
      ultimate control of such Person; and (b) any Person directly or indirectly
      controlling, controlled by or under common control with such
      Person.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.2    Aggregate
      Units.  Aggregate
      units shall mean a combination of all the Products mentioned
      herein.

    


    1.3    Contract
      Quarter.  “Contract
      Quarter” shall
      mean each
      three (3)
      month
      period beginning on October 1 and ending on December 31, each three (3)
      month
      period beginning on January 1 and ending on March 31, each three (3)
      month
      period beginning on April 1 and ending on June 30, and each three
      (3)
      month
      period beginning on July
      1 and
      ending on September 30.

    


    1.4    Contract
      Quarter Minimum.  “Contract
      Quarter
      Minimum” shall have the meaning specified in Section 2.6.

    


    1.5    Contract
      Year.   “Contract
      Year”
shall mean each twelve month period beginning on Effective Date and ending
      on 12
      months from the Effective Date .

    


    1.6    Direct
      Response Marketing.  Shall
      mean any and all
      Product advertising existing now or developed for the Product line during the
      term of this Agreement, including but not limited to infomercials, radio
      advertisements, print advertisement, package inserts, network marketing, insert
      programs and internet marketing. 

    


    1.7    Force
      Majeure Event.  “Force
      Majeure Event”
shall have the meaning specified in Section 12 below.

    


    1.8    Initial
      Order.  “Initial
      Order” shall
      have the meaning specified in Section 2.6.

    


    1.9    ITV
      Marks.  “ITV
      Marks” shall mean
      all trademarks and logos owned or claimed by ITV.

     

    1.10         
      Minimum
      Quantity.  “Minimum
      Quantity” shall
      have the meaning set forth in Section 2.6.

    


    1.11         
      Non-Conforming
      Product.  Shall
      mean any product
      that does not meet ordinary reasonable merchantable standards. By way of example
      but not limited to, Non-Conforming products shall mean incorrect amount of
      product per bottle, label incorrectly placed on bottle, improper seal, incorrect
      formula, no accompanying certificate of analysis.

    


    1.12         
      NUTRA
      Marks.  “NUTRA
      Marks” shall mean
      all trademarks, service marks, and other marks or logos owned or claimed by
      NUTRA. The parties agree that NUTRA owns and shall retain all right, title
      and
      interest in the NUTRA Marks, including without limitation the “Rice Patty”
trademark and the NutraCea logos, including without limitation the Caduceus
      logo.


    
      
        
        

      

      
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    1.13         
      Person.  “Person”
shall
      mean any
      individual, partnership, joint venture, corporation, trust, unincorporated
      organization or other entity.

    


    1.14         
      Products.  “Products”
shall
      mean
      only those products from the “Rice Patty” collection listed on Exhibit
      A
      attached
      to this Agreement. “Products” shall not include similar or identical products or
      product formulations, sold and marketed by Nutra or any third parties under
      different names or labels.

    


    1.15         
      Product
      Cost.  Product
      cost shall mean the total cost to manufacture, assemble, and prepare each
      product for market. Such cost shall include, but not be limited to, costs of
      encapsulating, bottling and blending the raw materials, costs of packaging
      and
      the other direct and actual costs to NUTRA of manufacturing, assembling, and
      preparing the Products for market. Product Cost shall be determined as of the
      date of the applicable purchase order for the Product. The Product Cost for
      SRB
      shall be the lowest wholesale price at which the SRB is commercially sold by
      NUTRA at any place in the United States of America.

    


    1.16         
      SRB.
      “SRB” shall mean stabilized rice bran derivatives. 

    


    1.17         
      Transferred
      Marks.  Transferred
      Marks means the tradenames “Flex Protex” and “Rice ‘N’ Shine.”

    


    2.    Purchase
      and Sale of Products.

    


    2.1         
      Sale
      of Products by NUTRA.  During
      the term of this
      Agreement, NUTRA will exclusively, subject to Sections 2.6 and 3 below, sell
      to
      ITV, upon and subject to the terms and conditions set forth in this Agreement,
      such quantities of Products as ITV may order from time to time. 

    


    2.2         
      Packaging;
      Labels.  The
      Products to be
      purchased and sold under this Agreement will be packaged in such packaging
      and
      will bear such ITV Marks and NUTRA Marks as is mutually agreed upon by the
      parties. NUTRA agrees to private label certain Products exclusively for
      ITV.
      ITV
      shall be responsible for all costs and expenses relating to the creation and
      printing of the labels for the Products and all costs and expenses incurred
      to
      affix the labels to the Products. 

    


    2.3         
      Production.  ITV
      reserves the right to
      reject any Non-Conforming
      Product
      from the
      manufacturer
      selected
      by the parties
      pursuant
      to Section 2.4
      and
      shall notify both NUTRA and the manufacturer of any such defects.
      ITV will
      notify NUTRA of such as soon as reasonably possible. The
      parties shall instruct such manufacturer that all
      shipments
      of
      Product must have an accompanying certificate of analysis. NUTRA shall provide
      the manufacturer with a certificate of analysis for its SRB for each shipment
      to
      the manufacturer.

    


    2.4         
      Fulfillment
      of Product.  NUTRA
      shall contract with one or more third party manufacturer(s) to manufacture,
      assemble, package, and label the Products. The manufacturer shall be a
      company
      selected
      in writing by NUTRA.
      The
      manufacturer must
      be
      able to
      supply Product of at least equal quality to the Product currently
      supplied by NUTRA. The manufacturer
      shall be
      obligated to obtain the
      “RiSolubles” and other SRB derivatives from NUTRA, and shall utilize
      the same
      Product formulations
      and raw
      material sources of supply as currently utilized by NUTRA, without variations,
      except to the extent expressly approved by NUTRA in advance and in writing.
      Such
      manufacturer shall contract directly with NUTRA to provide the Product and
      shall
      ship the Product to ITV in accordance with all ITV purchase orders to NUTRA
      issued pursuant to this Agreement. ITV shall not place orders directly with
      the
      manufacturer. ITV shall enter into a written agreement with the manufacturer
      to
      guaranty payment for all Product produced pursuant to the manufacturing
      agreement and such guaranty shall be the sole recourse
      of the manufacturer in the event of a payment default under the manufacturing
      agreement. The current and future manufacturer must accept ITV as the sole
      source of payment under the manufacturing agreement and must agree to be paid
      for each shipment [*] following shipment of the Product order. During the term
      of this Agreement the parties agree to evaluate alternate manufacturing options,
      subject to approval by NUTRA in its sole discretion. If, at any time in the
      future, NUTRA agrees to utilize a manufacturer approved by ITV and that
      manufacturer does not agree to accept ITV as the sole source of payment under
      the manufacturing agreement, ITV shall pay for the Product on alternate payment
      terms that protect NUTRA from liability for the manufacturing costs.
      All
      manufacturers must enter
      into a
      nondisclosure and non-circumvention agreement in a form acceptable to NUTRA
      prior to obtaining
      proprietary Product Information, submitting bids, or commencement
      of any manufacturing activities.


    
      
        
        

      

      
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    2.5   Order
      Procedure.  ITV’s
      orders for
      quantities of Products purchased under this Agreement will be placed by ITV
      by
      means of purchase orders delivered to NUTRA, each of which shall reference
      this
      Agreement. Each such purchase order must specify a shipment date that is not
      less than forty five (45) days from the date of such purchase order. NUTRA
      shall
      have no responsibility for any delays or failures resulting from
      the
      manufacturer approved
      by ITV
pursuant
      to Section 2.4. NUTRA
      agrees to fulfill all purchase orders for the SRB within six (6) weeks of
      receiving the purchase order. ITV
      may
      issue a standing order to NUTRA,
      and
      each
      shipment or installment shall be severable
      and a
      distinct purchase order from each other. Each purchase order form shall specify
      the Product name, formulation, number of Product units, order date and price
      and
      shall comply with the terms and conditions of this Agreement, and the terms
      hereof shall supersede any contrary terms contained in any purchase order.
      All
      purchase orders shall be in a form and content specifically approved in advance
      by NUTRA. Except as provided or permitted herein, the purchase order shall
      not
      include any additional or pre-printed terms or conditions.

    


    2.6    Minimum
      Quantity.
      [*].


    


    2.7    Cancellation.  NUTRA
      shall not be obligated to accept, and ITV shall not be entitled to request
      any
      delays in delivery or to cancel any
      purchase
      order
      placed by ITV; provided, that if a governmental agency notifies ITV in writing
      that it objects to ITV’s performance of its obligations under this Agreement,
      then ITV shall be entitled to cancel any open purchase orders upon delivery
      to
      NUTRA of written proof of the notice of governmental objection.
      Notwithstanding the foregoing, ITV shall make all outstanding payments for
      amounts due to the manufacturer arising from any cancelled order. 


    
      
        
        

      

      
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    2.8    Shipments.
      All
      Products purchased by ITV under this Agreement will be shipped FOB the
      manufacturer’s
      designated facility and risk of loss will pass to ITV upon shipment. ITV will
      pay all shipping costs. 

    


    2.9    Invoicing;
      Terms of Payment.
      [*]


    


    3.         
       [*]


    4.    Prices.
      [*]


    


    


    4.2    Raw
      Materials.
      NUTRA
      agrees that if the cost of the SRB becomes less expensive to NUTRA then it
      will
      pass those savings on to ITV and if the cost of the SRB becomes more expensive
      then it will notify ITV in writing, within thirty (30) days (or as soon as
      reasonably available, if less) prior to the increase of the costs to ITV, all
      in
      accordance with this Agreement. 

    


    5.    Obligations
      of ITV.
      

    


    5.1    Purchase
      Forecasts.
      ITV
      will use its best efforts to deliver to NUTRA a written forecast setting forth
      ITV’s good faith estimate of ITV’s anticipated purchases of Products for that
      Contract Quarter, by month on a Product-by-Product basis. Such forecasts will
      not be binding on ITV, but ITV will use its best efforts to ensure the accuracy
      of the same.

    


    5.2    Compliance
      with Law.
      ITV
      will comply with all applicable laws, statutes and regulations relating to
      the
      marketing, distribution and sale of Products purchased by it under this
      Agreement. NUTRA will also comply with all applicable laws, statutes and
      regulations relating to the manufacturing of nutritional products and dietary
      supplements and abide by good
      manufacturing practices.

    


    5.3    Marketing
      and Sales Efforts.
      Throughout the term of this Agreement, ITV shall use its best efforts to market,
      distribute and sell Products bearing one or more of ITV’s and NUTRA’s Marks,
      including but not limited to Direct Response Marketing. Upon signing this
      Agreement and until the termination of this Agreement, NUTRA shall maintain
      on
      its website (www.nutracea.com)
      a link
      to the ITV website and NUTRA shall not sell any Product other than by directing
      customers to the ITV website.

    


    5.4    Up-Selling. ITV
      agrees to up-sell the Products first before attempting to up-sell any non NUTRA
      products. ITV will not be prohibited from up-selling any of its products with
      NUTRA Products.

    


    6.    Issuance
      of Securities.
      NUTRA
      agrees to issue to ITV or its designees an option to acquire up to two hundred
      and fifty thousand (250,000) shares of NUTRA restricted common stock at the
      average
      of the “bid” and “ask”
      market
      price
      on the
      Effective Date,
      as
      follows: options to acquire and vest fifty thousand (50,000) shares upon payment
      in full of the first Contract Quarter Minimum, and fifty thousand (50,000)
      for
      each Contract Quarter during the term of this Agreement in which ITV
      purchases
      and pays
      in full in accordance with the terms and conditions of this
      Agreement,
      the
      Contract
      Quarter
      Minimum, until the aggregate total of options granted under this Section equals
      two hundred fifty thousand (250,000). ITV shall have a thirty (30) day right
      after the end of each Contract Quarter during the term of this Agreement to
      cure
      any shortfall in failing to purchase the Contract Quarter Minimum for the prior
      Contract Quarter; and if ITV cures any such shortfall it shall vest in the
      options. NUTRA shall have no further obligations under this Section to grant
      options to ITV upon ITV receiving options to purchase an aggregate total of
      two
      hundred fifty thousand (250,000) shares of NUTRA restricted common stock. If
      necessary, the parties agree to amend this Section of the Agreement in order
      to
      comply with all applicable state and federal securities law. In the event of
      a
      breach by ITV of any monetary obligation hereunder, any and all rights of ITV
      to
      any options hereunder that have not yet vested shall immediately terminate
      and
      be of no further force or effect. All options issued under this Section shall
      include a lock-up restriction, prohibiting the sale of the underlying security
      until December 31, 2007, except in the event of an acquisition of all or
      substantially all of the assets of NUTRA to an unrelated third party, at which
      time the lock-up shall terminate, and all options will vest and be available
      for
      exercise and sale at the time the acquisition is completed.

     

    
      
        
        

      

      
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    7.    INTELLECTUAL
      PROPERTY.

     

    7.1    Marks.
      NUTRA
      will not use any ITV Mark in connection with the marketing, distribution or
      sale
      of any of the Products unless expressly authorized in writing by ITV.
ITV
      will
      not use any NUTRA Marks in connection with the marketing, distribution or sale
      of any Products unless expressly authorized hereunder or in a separate writing
      by NUTRA. All Product names listed on Exhibit A are NUTRA Marks; provided,
      that
      after five (5) Contract Quarters, and if ITV has not breached any of its
      monetary or other obligations hereunder, NUTRA agrees to convey all of its
      right
      and interest in the Transferred Marks to ITV and such marks shall thereafter
      be
      ITV Marks. 

    


    7.2    Labels
      and package design.
      All
      private labels and packaging (excluding any NUTRA Marks) developed by NUTRA
      and
      exclusively created for ITV shall be “work for hire” and owned by ITV.


    


    7.3    Infomercial. The
      entire editorial, visual, audio and graphic content of all advertisements and
      promotional materials developed by ITV in connection with the promotion,
      marketing and distribution of the Product(s), including without limitation,
      (i)
      the programs and the performances recorded therein, the promotional segments,
      and any other marketing materials prepared in connection with the Product(s),
      (ii) all raw footage shot in the course of producing the programs, (iii) all
      trademarks developed for ITV or its affiliates, (iv) all musical compositions
      included in the programs, and shall be and remain the sole property of ITV,
      (v)
      and any developed web domains for the Products (“ITV Intellectual Property”).
      NUTRA shall not acquire any right, title or interest in the ITV Intellectual
      Property by virtue of this Agreement or otherwise. NUTRA hereby assigns and
      agrees to assign to ITV all of NUTRA’s right, title and interest in the ITV
      Intellectual Property mentioned in this Section 7.3 and Section 7.2 above.
      NUTRA
      shall not in any way or at any time dispute or attack the validity or harm
      or
      contest the rights of ITV in or to any of the ITV Intellectual Property. Any
      unauthorized use of any of the ITV Intellectual Property by NUTRA shall be
      deemed an infringement of the rights of ITV therein.

     

    
      
        
        

      

      
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    7.4    NUTRA
      Intellectual Property.
      During
      the term of this Agreement, NUTRA hereby grants to ITV a world wide,
      royalty-free license to use all NUTRA trade marks, copyrights, service marks,
      and logos provided by NUTRA for the Products (specifically not including any
      trade secrets, patented items, or software items) solely for use for the
      Products and all proprietary marks of NUTRA solely for use for the Products
      in
      conjunction with ITV’s performance under this Agreement. ITV shall have no right
      to use any other copyrighted materials or proprietary marks of NUTRA. This
      license or rights granted per this Section 7.4 shall not be assignable unless
      agreed upon by NUTRA. 

    


    7.5    Confidentiality.
      All
      customer lists, price lists, written and unwritten marketing plans, techniques,
      methods and data, sales and transaction data, and other information designated
      or deemed either by NUTRA or ITV as being confidential or a trade secret, shall
      constitute confidential information of or NUTRA or ITV, as applicable
      (“Confidential
      Information”).
      NUTRA
      and ITV shall hold all Confidential Information in the strictest confidence
      and
      shall protect all Confidential Information with the same degree of care that
      NUTRA and ITV exercises with respect to its own proprietary information. Without
      the prior written consent of the other, NUTRA or ITV shall not use, disclose,
      divulge or otherwise disseminate any Confidential Information to any person
      or
      entity, except for each party’s attorneys and such other professionals as the
      companies may retain in order for it to enforce the provisions of this
      Agreement. Notwithstanding the foregoing NUTRA and ITV shall have no obligation
      with respect to any Confidential Information which (i) is or becomes within
      the
      public domain through no act of NUTRA or ITV in breach of this Agreement, (ii)
      was lawfully in the possession of NUTRA or ITV without any restriction on use
      or
      disclosure prior to its disclosure hereunder, (iii) is lawfully received from
      another source subsequent to the date of this Agreement without any restriction
      on use or disclosure, or (iv) is required to be disclosed by order of any court
      of competent jurisdiction or other government authority (provided in such latter
      case, however, that each company shall timely inform the other of all such
      legal
      or governmental proceedings so that the company may attempt by appropriate
      legal
      means to limit such disclosure, and NUTRA and ITV shall further use its best
      efforts to limit the disclosure and maintain confidentiality to the maximum
      extent possible).

    


    7.6    Non-Circumvention.
      During
      the term of this Agreement and for a period of one (1) year thereafter, ITV
      shall not, directly or indirectly, transact business directly with any
      manufacturer, supplier or producer of the Products that ITV becomes aware of
      as
      a result of this Agreement without NUTRA’s prior written consent. The provisions
      of this Section 7.6 shall be deemed to consist of a series of separate covenants
      for each Product. The parties agree that the one (1) year restricted period
      and
      the proscribed activities during such one (1) year period are reasonable in
      light of the relevant circumstances as of the date of this Agreement. If any
      such period or activity are adjudged unreasonable in any final decision of
      a
      judge or arbitrator or administrative agency of competent jurisdiction, then
      the
      period or activity shall be reduced to the extent that they are determined
      to be
      unreasonable, so that this covenant may be enforced with respect to the maximum
      amount of such activities and during the maximum time period as is adjudged
      to
      be reasonable.


    
      
        
        

      

      
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    8.    Warranty,
      Etc.

    


    8.1    Limited
      Warranty.
      NUTRA
      warrants that all Product
      ingredients
      supplied
      by NUTRA
      are
      generally recognized as safe for human consumption as formulated. NUTRA further
      warrants that it is and has complied with all relevant laws, rules
      and
      regulations promulgated by the Food and Drug Administration.

     

    8.2    Remedies
      for Breach of Warranty.
      In the
      event of a breach of the warranty set forth in Section 8.1 above, NUTRA shall
      be
      obligated to either, in ITV’s sole discretion, (i) replace the Non-Conforming
      Products; or (ii) refund the price paid by ITV for the Non-Conforming
      Products.

     

    8.3    Disclaimer
      of Warranty.
      NUTRA
      MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF THE PRODUCTS,
      EXCEPT AS SET FORTH IN SECTION 8.1 ABOVE. ALL IMPLIED WARRANTIES OF
      MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.
      

    


    8.4    Consequential
      Damages Waiver.
      IN NO
      EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE FOR ANY TYPE OF INCIDENTAL,
      PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
      LOST
      REVENUE, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
      ARISING OUT OF OR RELATING TO THE PRODUCTS, THIS AGREEMENT, OR ANY PERFORMANCE
      OR NON-PERFORMANCE BY EITHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER
      A
      THEORY OF BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
      LIABILITY OR OTHERWISE.

    


    8.5    Limitation
      of Liability.
      In no
      event will NUTRA have any liability or obligation to ITV arising out of or
      related to the Products, this Agreement or the performance or non-performance
      of
      NUTRA under this Agreement, in an amount greater than the aggregate amount
      actually paid by ITV to NUTRA for the Products with respect to which such
      alleged liability or obligation relates.

    


    8.6    Insurance. 
      For so
      long as ITV continues to sell the Product(s), NUTRA shall maintain, at its
      own
      expense, a blanket liability insurance coverage, including, but not limited
      to,
      coverage for product liability for the Product in an amount not less than two
      million dollars ($2,000,000) in the aggregate and up to one million dollars
      ($1,000,000) per incident. ITV shall be named as an additional insured on any
      such policies. All such insurance shall be placed with one or more carriers,
      which are rated "A" or better by A. M. Best's rating service. NUTRA shall
      deliver to ITV evidence of (i) the procurement of such insurance including
      evidence showing ITV has been named an additional insured in a form reasonably
      acceptable to ITV within fifteen (15) days of such procurement and (ii)
      maintenance of such insurance in a form reasonably acceptable to ITV at each
      renewal period and at such times as are requested by ITV. ITV shall be provided
      no less than thirty (30) days prior written notice from NUTRA and its insurer
      of
      cancellation of such policy. The costs associated with the NUTRA Insurance
      shall
      be reimbursed by ITV within
      five
      (5)
      business
      days of presentment of the invoice from the insurance company.


    
      
        
        

      

      
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    9.    Indemnification.
      

    


    9.1    Indemnification
      by NUTRA.
      NUTRA
      will defend, indemnify and hold ITV and its Affiliates, and their respective
      officers, directors and employees (the “Indemnified Parties”) harmless from and
      against, and will reimburse the Indemnified Parties with respect to, any and
      all
      claims, actions, demands, losses damages, liabilities, costs and expenses,
      including without limitation attorneys’ fees, which the Indemnified Parties, or
      any of them, may suffer or incur arising, directly or indirectly, out of (a)
      the
      allegation by any third Person that the Products infringe upon any United States
      patent; or
      (b)
      any
      claim brought against ITV by a state or federal governmental agency arising
      out
      of its conduct as permitted and contemplated under this Agreement, except in
      each case to the extent arising from the gross negligence or intentional
      misconduct of ITV or its employees or agents. 

    


    9.2    Indemnification
      by ITV.
      ITV
      will defend, indemnify and hold NUTRA, its Affiliates, and their respective
      officers, directors and employees (“NUTRA Indemnified Parties”) harmless from
      and against, and will reimburse the NUTRA Indemnified Parties with respect
      to
      any and all claims, actions, demands, losses damages, liabilities, costs and
      expenses, including without limitation, attorneys fees, which the NUTRA
      Indemnified Parties, or any of them may suffer or incur arising, directly or
      indirectly, out of ITV’s breach of any of its obligations under this Agreement,
      except to the extent arising from the gross negligence or intentional misconduct
      of NUTRA or its employees or agents. 

    


    9.3    Indemnification
      Procedure.
      Any
      party claiming indemnification under this Agreement (“Indemnified Party”) shall
      provide the other party (the “Indemnifying Party) prompt notice in writing upon
      becoming aware of any action, suit, proceeding, claim, demand, judgment or
      assessment with respect to which a right to indemnification is claimed under
      Section 9.1 or 9.2 (a “Claim”). The Indemnifying Party shall thereupon have the
      right to assume control of the defense and/or settlement of the Claim, provided
      that (a) the Indemnifying Party promptly undertakes such defense and/or
      settlement, and thereafter pursues the same with reasonable diligence; (b)
      the
      Indemnifying Party keeps the Indemnified Party reasonably informed of the
      progress of such defense and/or settlement; and (c) the Indemnifying Party
      does
      not compromise or settle the Claim without the Indemnified Party’s prior written
      consent, which consent will not be unreasonably withheld, conditioned or
      delayed. The Indemnified Party may participate in the defense of a Claim at
      its
      own expense, however, Indemnified Party’s participation shall be solely as an
      observer.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    10.   Relationship
      of Parties.
      This
      Agreement does not constitute ITV as a partner, joint venturer, agent or legal
      representative of NUTRA, or NUTRA as a partner, joint venturer, agent or legal
      representative of ITV for any purpose whatsoever. Neither party grants any
      express or implied right or authority to the other party to assume or create
      any
      obligation or responsibility on behalf of or in the name of the other party,
      or
      to bind the other party in any matter or thing whatsoever.

    


    11.   Termination.

    


    11.1       
      Termination
      by Either Party.
      NUTRA
      and ITV shall each have the right, at its option, to terminate this Agreement
      as
      follows: 

    


    (a)    By
      giving
      written notice to the other party, effective immediately, in the event that
      such
      other party shall be adjudicated bankrupt or shall petition for or consent
      to
      any relief under any bankruptcy, reorganization, receivership, liquidation,
      compromise, or any moratorium statute, whether now or hereafter in effect,
      or
      shall make an assignment for the benefit of its creditors, or shall petition
      for
      the appointment of a receiver, liquidator, trustee, or custodian for all or
      a
      substantial part of its assets, or if a receiver, liquidator, trustee or
      custodian is appointed for all or a substantial part of its assets and is not
      discharged within thirty (30) days after the date of such appointment;
      or

    


    (b)    Upon
      any
      default in the performance of or breach of any agreement, covenant, obligation
      or undertaking of the other party made in this Agreement (unless caused by
      a
      Force Majeure Event, which shall be governed by Section 12 below, or unless
      the
      default is a monetary default by ITV, which shall be governed by Section 11.2
      below), if such default or breach is not remedied to the reasonable satisfaction
      of the party giving notice of termination within thirty (30) days after written
      notice of the default or breach has been given to the defaulting party by the
      other party.

    


    The
      notice of election to terminate this Agreement shall state the grounds upon
      which termination is based.

    


    11.2       
      Termination
      Based on Monetary Default by ITV.
      Following written notice from NUTRA of a monetary default, ITV’s opportunity to
      cure such default will be seven (7) calendar days from receipt of notice. If
      such monetary default is not cured within such time, then NUTRA shall have
      the
      right to immediately terminate this Agreement. 

    


    11.3       
      Survival.
      The
      provisions of Sections 2.9, 7.5, 7.6, 8 and 9, this Section 11.3, 11.4, and
      Section 13 shall survive the expiration or termination of this Agreement for
      any
      reason whatsoever. Further, expiration or termination of this Agreement for
      any
      reason whatsoever shall not relieve or release either party hereto from any
      liabilities or obligations that it has incurred prior to the date of such
      expiration or termination.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    11.4       
      Effect
      of Termination.
      Upon
      termination of this Agreement, ITV shall cease marketing of the Products
      immediately. ITV shall return to NUTRA all NUTRA Confidential Information in
      ITV’s possession on the date of termination. ITV shall have no further rights to
      the Products upon termination of this Agreement and ITV shall immediately cease
      airing any and all infomercials or commercials relating to or referencing the
      Products.  In
      the
      event of a breach by ITV of any of its obligations under this Agreement, which
      breach is not cured during any applicable cure period hereunder, all assignments
      by NUTRA pursuant to Section 7 herein shall be null and void and of no further
      force or effect.
      The
      parties agree that upon termination for any reason other than a default or
      breach by ITV, NUTRA will sell to ITV any Product that ITV reasonably requires
      to fulfill continuity and re-orders from ITV’s customers. NUTRA will not be
      obligated to sell any Product to ITV following any termination due to a default
      or breach by ITV hereunder.

    


    12.   Force
      Majeure.
      If
      either
      party is prevented from performing, or delayed in the performance of, any of
      its
      obligations under this Agreement, except the payment of money, because of an
      event beyond its reasonable control, such as, but not limited to, inability
      to
      obtain materials or labor, any act of God, riot, war, civil unrest, flood,
      fire
      or earthquake (but excluding failure caused by a party’s financial condition or
      negligence), the affected party shall be excused from performance (other than
      the payment of money due hereunder) for the duration of the event (a “Force
      Majeure Event”); provided that the party whose performance has been impaired by
      the Force Majeure Event (a) promptly notifies the other party of the existence
      and nature of the Force Majeure Event and its anticipated effect on the
      performance of the notifying party under this Agreement; (b) promptly undertakes
      and thereafter diligently pursues any commercially reasonable action necessary
      to remove the effect of the Force Majeure Event, to the extent that the Force
      Majeure Event in question is of a nature such that its effects may be remedied
      by commercially reasonable action; and (c) keeps the other party informed during
      the duration of such Force Majeure Event of all facts pertaining thereto,
      including but not limited to the progress of the notifying party in remedying
      the same, if applicable. 

    


    13.   Miscellaneous.

    


    13.    Arbitration.
      In the
      event of any dispute or controversy arising out of or relating to this
      Agreement, the parties hereto agree to submit such dispute or controversy to
      binding arbitration. The sole arbitrator shall be selected from the list of
      arbitrators supplied by the American Arbitration Association following written
      request by any party hereto. If the parties hereto cannot agree upon an
      arbitrator within thirty (30) days following receipt of the list of arbitrators
      by all parties to such arbitration, then either party may request, in writing,
      that the American Arbitration Association appoint an arbitrator within ten
      (10)
      days following receipt of such request (the “Arbitrator”). If
      the
      arbitration is initiated by ITV, the
      arbitration shall take place in Sacramento County, California.
      If the
      arbitration is initiated by NUTRA, the arbitration shall take place in Boston,
      Massachusetts. Subject to the foregoing, the arbitration shall be
      held
      at a
      place and time mutually agreeable to the parties or if no such agreement is
      reached within ten (10) days following notice from the Arbitrator, at a place
      and time determined by the Arbitrator. Such arbitration shall be conducted
      in
      accordance with the Commercial Arbitration Rules of the American Arbitration
      Association then in effect. The parties hereto agree that all actions or
      proceedings arising in connection with this Agreement shall be arbitrated
      exclusively in Sacramento County, California
      or
      Boston Massachusetts, as applicable.
      The
      aforementioned
      choice
      of venue is intended by the parties to be mandatory and not permissive in
      nature, thereby precluding the possibility of litigation or arbitration between
      the parties with respect to or arising out of this Agreement in any jurisdiction
      other than that specified in this Section. Each party hereby waives any right
      it
      may have to assert the doctrine of forum non conveniens or similar doctrine
      or
      to object to venue with respect to any proceeding brought in accordance with
      this Section, and stipulates that the Arbitrator shall have in personam
      jurisdiction and venue over each of them for the purpose of resolving any
      dispute, controversy, or proceeding arising out of or related to this Agreement.
      The decision of the Arbitrator shall be final and binding on all the parties
      to
      the arbitration, shall be non-appealable and may be enforced by any court of
      competent jurisdiction. In addition to attorneys’ fees as provided herein, the
      prevailing party shall be entitled to recover from the non-prevailing party
      reasonable costs and expenses. The costs and fees of the arbitration shall
      be
      paid by the non-prevailing party. The Arbitrator may grant any remedy that
      the
      Arbitrator deems appropriate including, without limitation, injunctive relief
      or
      specific performance. Prior to the appointment of the Arbitrator, any party
      may
      seek a temporary restraining order or a preliminary injunction that shall be
      effective until a final decision is rendered by the Arbitrator.



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    13.2    Assignment.
      This
      Agreement may not be assigned by either party without the prior written consent
      of the other party; provided, however, that this Agreement may be assigned
      by
      NUTRA, without the prior written consent of ITV, to any Person which acquires
      all or substantially all of the assets of NUTRA.

    


    13.3    Applicable
      Law.
      This
      Agreement shall be construed and interpreted in accordance with the internal
      laws of the State of California, notwithstanding its conflict of law
      provisions.

    


    13.4    Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. No representation, promise,
      inducement, statement or intention has been made by any party hereof that is
      not
      embodied herein, and no party shall be bound or liable for any alleged
      representation, promise, inducement or statement not so set forth herein. Terms
      and conditions set forth in any of ITV’s purchase orders, or any other forms or
      documents of ITV, which are inconsistent with, or in addition to, the terms
      and
      conditions set forth in this Agreement, are hereby objected to and rejected
      in
      their entirety, regardless of when received, without further action or
      notification by NUTRA, and shall not be considered binding on NUTRA unless
      specifically agreed to in writing by it. 

    


    13.5    Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      party or any circumstances shall be determined by any court of competent
      jurisdiction to be invalid and unenforceable to any extent, the remainder of
      this Agreement or the application of such provision to such party or
      circumstances other than those to which it is so determined to be invalid and
      unenforceable, shall not be affected thereby, and each provision hereof shall
      be
      validated and shall be enforced to the fullest extent permitted by
      law.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    13.6    Waivers;
      Modification.
      No
      party hereto shall be deemed as a consequence of any act, delay, failure,
      omission, forbearance or other indulgences granted from time to time by any
      other party hereto: (a) to have waived, or to be estopped from exercising,
      any
      of its rights or remedies under this Agreement; or (b) to have modified,
      changed, amended, terminated, rescinded, or superseded any of the terms of
      this
      Agreement, unless such waiver, modification, amendment, change, termination,
      rescission, or supersession is express, in writing and signed by the party
      that
      is to be bound by such waiver, modification, amendment, change, termination,
      rescission or supersession. No single or partial exercise by any party hereto
      of
      any right of remedy will preclude any other or further exercise thereof or
      preclude the exercise of any other right or remedy, and a waiver expressly
      made
      in writing on one occasion will be effective only in that specific instance
      and
      only for the precise purpose for which given, and will not be construed as
      a
      consent to or a waiver of any right or remedy on any future occasion or a waiver
      of any right or remedy against any other party.

     

    13.7    Attorneys’
      Fees.
      In the
      event that any of the parties hereto (or any successor thereto) resorts to
      legal
      action, including arbitration, in order to enforce, defend or interpret any
      of
      the terms or the provisions of this Agreement, the prevailing party (as
      determined by the court, arbitrator or other authority before which such suit
      or
      proceeding is validly commenced hereunder) shall be entitled to receive, in
      addition to such other remedies as shall be awarded to it in such legal action,
      reimbursement from the non-prevailing party or parties for all reasonable
      attorneys’ fees and all other costs incurred in commencing or defending such
      action. In addition, the prevailing party shall be entitled to recover from
      the
      non-prevailing party or parties post-judgment reasonable attorneys’ fees
      incurred by the prevailing party in enforcing a judgment against the
      non-prevailing party or parties. Notwithstanding anything in this Agreement
      to
      the contrary, the provisions of the preceding sentence are intended to be
      severable from the balance of this Agreement, shall survive any judgment
      rendered in connection with the aforesaid legal action, and shall not be merged
      into any such judgment.

    


    13.8    Notice.
      All
      notices, requests, demands, and other communications required to or permitted
      to
      be given under this Agreement shall be in writing and shall be conclusively
      deemed to have been duly given (a) when hand delivered to the other party;
      or
      (b) when received when sent by facsimile at the address and number set forth
      below (provided, however, that notices given by facsimile shall not be effective
      unless the receiving party delivers a written confirmation of receipt for such
      notice either by facsimile or any other method permitted under this Section;
      additionally, any notice given by facsimile shall be deemed received on the
      next
      business day if such notice is received after 5:00 p.m. (recipient’s time) or on
      a nonbusiness day); or (c) three business days after the same have been
      deposited in a United States post office with first class or certified mail
      return receipt requested postage prepaid and addressed to the parties as set
      forth below; or (d) the next business day after the same have been deposited
      with a national overnight delivery service reasonably approved by the parties
      (Federal Express and DHL WorldWide Express being deemed approved by the
      parties), postage prepaid, addressed to the parties as set forth below with
      next-business-day delivery guaranteed, provided that the sending party receives
      a confirmation of delivery from the delivery service provider. Each party shall
      make an ordinary, good faith effort to ensure that it will accept or receive
      notices that are given in accordance with this Section, and that any person
      to
      be given notice actually receives such notice. A party may change the address
      of
      such party given below for purposes of this Section by giving the other party
      written notice of the new address in the manner set forth
      above.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    
      	 	
              If
                to NUTRA to:

            


    

    


    
      	 	
              NutraCea
                

            


    

    
      	 	
              1261
                Hawk’s Flight Court

            


    

    
      	 	
              El
                Dorado Hills, CA 95762

            


    

    
      	 	
              Attention:
                Bradley Edson

            


    

    


    
      	 	
              If
                to ITV to:

            


    

    


    
      	 	
              ITV
                Global Inc.

            


    

    
      	 	
              P.O.
                Box 7014

            


    

    
      	 	
              Beverly,
                Ma 01915

            


    

    
      	 	
              Attention:
                Christopher Wood

            


    

    


    13.9    Headings.
      The
      captions and other headings contained in this Agreement are for convenience
      only
      and shall not be considered a part of or effect the construction and
      interpretation of any provision of this Agreement.

    


    13.10   Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      document.

    


    13.11  
Term.
      Subject
      to earlier termination as provided below, the term of this Agreement will
      commence on the date of this Agreement and shall continue two years (2) from
      the
      above date. This agreement will automatically renew for an additional twelve
      (12) month term following the last day of this Agreement.

    


    13.12    General
      Interpretation.
      The
      terms of this Agreement have been negotiated by the parties hereto and the
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent. This Agreement shall be construed
      without regard to any presumption or rule requiring construction against the
      party causing such instrument or any portion thereof to be drafted, or in favor
      of the party receiving a particular benefit under the Agreement. No rule of
      strict construction will be applied against any person. 

     

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective
      as of the day and year first written above.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      


      
        	
                NUTRACEA®,

              	 	
                ITV
                  GLOBAL, INC.

              	 
	
                A
                  California Corporation

              	 	
                A
                  Nevada Corporation

              	 
	 	 	 	 	 	 
	
                By:

              	
                 /s/
                  Bradley D. Edson

              	 	
                By:

              	
                /s/
                  Christopher Wood

              	 
	 	 	 	 	 	 
	
                Its:

              	
                President
                  

              	 	
                Its:

              	
                President

              	 


      

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

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    16