Exhibit 10.47


    
      

    

    

      
        	 	
                NUTRACEA

              	
                Exhibit
                  10.47

              


      

       

       

      NOTICE
        OF ASSUMPTION OF RICEX OPTIONS

      (RiceX
        1997 Stock Option Plan)

      Dear
        «Name»:

      


      As
        you
        know, on October 4, 2005, (the “Closing
        Date”),
        a
        wholly-owned subsidiary of NutraCea, a California corporation (“NutraCea”),
        merged with and into The RiceX Company (“RiceX”)
        (the
“Merger”).
        In
        the Merger, each outstanding option for RiceX common stock was converted
        into an
        option to purchase NutraCea common stock. The number of NutraCea common shares
        subject to the converted option is equal to the product of the number of
        RiceX
        common shares formerly subject to such option multiplied by 0.76799 (rounded
        down to the nearest whole share). The exercise price per NutraCea common
        share
        subject to such option is equal to the exercise price provided for under
        the
        terms of such option. 

      


      On
        the
        Closing Date, you held one or more outstanding options to purchase shares
        of
        RiceX common stock (the “RiceX
        Options”)
        granted to you under The RiceX Company 1997 Stock Option Plan (“Plan”)
        and
        documented with a Stock Option Agreement (collectively, and including any
        written amendments thereto, the “Option
        Agreements”).
        This
        letter confirms that as a result of the Merger, your RiceX Options are no
        longer
        exercisable for RiceX common stock. Instead, your RiceX Options are exercisable
        for shares of NutraCea common stock. In addition, this letter sets forth
        the
        adjustments that have been made to your assumed RiceX Options pursuant to
        the
        terms of the Merger.

      


      The
        table
        below summarizes your RiceX Options immediately before and after the
        Merger:

      


      
        	
                RICEX
                  OPTIONS

                 

              	
                NUTRACEA
                  ASSUMED OPTION

              
	
                Grant
                  Date

              	
                Option
                  

                Expiration
                  

                Date

              	
                No.
                  of Shares 

                of
                  RiceX Common 

                Stock

              	
                Exercise
                  Price 

                per
                  share

              	
                No.
                  of Shares 

                of
                  NutraCea Common 

                Stock

              	
                Exercise
                  Price

                Per
                  Share

              
	
                 

                <<Grant
                  Date>>

                 

              	
                 

                <<Expiration
                  Date>>

              	
                 

                <<RiceX
                  No.>>

              	
                 

                $<<
                  RiceXExPrice>>

              	
                 

                <<NutraCea
                  No.>>

              	
                 

                $<<
                  NutraCeaExPrice>>

              
	
                 

                <<Grant
                  Date>>

                 

              	
                 

                <<Expiration
                  Date>>

              	
                 

                <<
                  RiceX No.>>

              	
                 

                $<<
                  RiceXExPrice>>

              	
                 

                <<
                  NutraCea No.>>

              	
                 

                $<<
                  NutraCeaExPrice>>

              
	
                 

                <<Grant
                  Date>>

                 

              	
                 

                <<Expiration
                  Date>>

              	
                 

                <<
                  RiceX No.>>

              	
                 

                $<<
                  RiceXExPrice>>

              	
                 

                <<
                  NutraCea No.>>

              	
                 

                $<<
                  NutraCeaExPrice>>

              


      

      


      Unless
        the context otherwise requires, any references in the Plan and the Option
        Agreement (i) to the “Company” or the “Corporation” means NutraCea, (ii) to
“Stock,” “Common Stock” or “Shares” means shares of the common stock, no par
        value, of NutraCea, (iii) to the “Board of Directors” or the “Board” means the
        Board of Directors of NutraCea and (iv) to the “Committee” or the
“Administrator” means the Compensation Committee of the NutraCea Board of
        Directors. All other provisions
        that
        govern either the exercise or the termination of the assumed RiceX Options
        remain the same as set forth in your Option Agreement, and the provisions
        of the
        Option Agreement (except as expressly modified by this letter and the Merger)
        will govern and control your rights to purchase shares of NutraCea common
        stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      You
        have
        the limited time period to exercise your assumed RiceX Plan Option, after
        which
        time your RiceX Options will expire and NOT be exercisable for NutraCea common
        stock. The time period in which you have to exercise your assumed RiceX Plan
        Option and the extent to which you may exercise such option is provided for
        in
        your Option Agreement and any other written agreements entered into between
        you
        and RiceX in connection with your termination from the Company. To exercise
        your
        assumed RiceX Plan Option(s) before they expire, you must send to NutraCea
        at
        the address listed on the attached Exercise Notice (i) an executed and completed
        Exercise Notice in the form attached as Exhibit
        A
        for each
        RiceX Plan Option that you intend to exercise and (ii) the full purchase
        price
        of the NutraCea common stock that you wish to acquire upon exercise of the
        RiceX
        Plan Option in accordance with the Exercise Notice.

      


      If
        you
        have any questions regarding your assumed RiceX Options, please contact Todd
        C.
        Crow at (916) 933-3000. 



    
      	 	
              NutraCea

            
	 	
              1261
                Hawk's Flight Court

            
	 	
              El
                Dorado Hills, CA 95762 

            
	 	
              Attn:
                Todd C. Crow

            
	 	 	 
	 	 	 
	 	 	
              NUTRACEA

            
	 	 	 
	 	 	 
	 	 	
                        

            	
            
	 	 	
              Todd
                C. Crow

            
	 	 	
              Chief
                Financial Officer 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE 

    (For
      Option Holders that are Not Employees of The RiceX
      Company)

    


    


    NUTRACEA

    


    
      	
              Address:
                

            	
              1261
                Hawk's Flight Court

            


    

    
      	 	
              El
                Dorado Hills, CA 95762

            


    

    


    


    Attn:
      Chief Financial Officer:

    


    1.    Exercise
      of Option.
      Effective as of today, _________200_, _____, the undersigned (“Optionee”) hereby
      elects to exercise Optionee’s option (“Option”) to purchase _________ shares of
      the Common Stock (the “Shares”) of NutraCea, a California corporation (the
“Company”), under and pursuant to the Stock Option Agreement dated ____________,
      ____ (the “Option Agreement”).

    


    2.    Delivery
      of Payment.
      Optionee herewith delivers to the Company the full purchase price of the Shares,
      as set forth in the Option Agreement, and any and all withholding taxes due
      in
      connection with the exercise of the Option.

    


    3.    Representations
      of Optionee.
      Optionee acknowledges that Optionee has received, read and understood the Option
      Agreement and the Notice of Assumption of RiceX Options that was previously
      delivered to Optionee and agrees to abide by and be bound by their terms and
      conditions.

    


    4.    Rights
      as Shareholder.
      Until
      the issuance of the Shares (as evidenced by the appropriate entry on the books
      of the Company or of a duly authorized transfer agent of the Company), no right
      to vote or receive dividends or any other rights as a shareholder shall exist
      with respect to the shares underlying the Option, notwithstanding the exercise
      of the Option. The Shares shall be issued to the Optionee as soon as practicable
      after the Option is exercised. 

    


    5.    Tax
      Consultation.
      Optionee understands that Optionee may suffer adverse tax consequences as a
      result of Optionee’s purchase or disposition of the Shares. Optionee represents
      that Optionee has consulted with any tax consultants Optionee deems advisable
      in
      connection with the purchase or disposition of the Shares and that Optionee
      is
      not relying on the Company for any tax advice.

    


    6.    Representations
      of Optionee.
      In
      connection with the purchase of the Shares, Optionee represents to the Company
      the following:

    


    6.1    Optionee
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Shares. Optionee is acquiring these Shares
      for investment for Optionee’s own account only and not with a view to, or for
      resale in connection with, any “distribution” thereof within the meaning of the
      Securities Act of 1933, as amended (the “Securities Act”).

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    6.2    Optionee
      acknowledges and understands that the Shares constitute “restricted securities”
under the Securities Act and have not been registered under the Securities
      Act
      in reliance upon a specific exemption therefrom, which exemption depends upon,
      among other things, the bona fide nature of Optionee’s investment intent as
      expressed herein. In this connection, Optionee understands that, in the view
      of
      the Securities and Exchange Commission, the statutory basis for such exemption
      may be unavailable if Optionee’s representation was predicated solely upon a
      present intention to hold these Shares for the minimum capital gains period
      specified under tax statutes, for a deferred sale, for or until an increase
      or
      decrease in the market price of the Shares, or for a period of one year or
      any
      other fixed period in the future. Optionee further understands that the Shares
      must be held indefinitely unless they are subsequently registered under the
      Securities Act or an exemption from such registration is available. Optionee
      further acknowledges and understands that the Company is under no obligation
      to
      register the Shares. Optionee understands that the certificate evidencing the
      Shares will be imprinted with any legend required under applicable state
      securities laws.

    


    6.3    Optionee
      is familiar with the provisions of 144 promulgated under the Securities Act,
      which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly from the issuer thereof, in a non-public
      offering subject to the satisfaction of certain conditions. The Shares may
      be
      resold in certain limited circumstances subject to the provisions of
      Rule 144, which requires the resale to occur not less than one year
      after the later of the date the Shares were sold by the Company or the date
      the
      Shares were sold by an affiliate of the Company, within the meaning of
      Rule 144; and, in the case of acquisition of the Shares by an affiliate, or
      by a non-affiliate who subsequently holds the Shares less than two years, the
      satisfaction of the following conditions: (1) the resale is made through a
      broker in an unsolicited “broker’s transaction” or in transactions directly
      with a market maker (as said term is defined under the Securities Exchange
      Act of 1934); (2) the availability of certain public information about the
      Company; (3) the amount of Shares being sold during any three month period
      not exceeding the limitations specified in Rule 144(e); and (4) the
      timely filing of a Form 144, if applicable.

    


    6.4    Optionee
      further understands that in the event all of the applicable requirements of
      Rule
      144 are not satisfied, registration under the Securities Act, compliance with
      Regulation A, or some other registration exemption will be required; and that,
      notwithstanding the fact that Rules 144 is not exclusive, the Staff of the
      Securities and Exchange Commission has expressed its opinion that persons
      proposing to sell private placement securities other than in a registered
      offering and otherwise than pursuant to Rules 144 will have a substantial
      burden of proof in establishing that an exemption from registration is available
      for such offers or sales, and that such persons and their respective brokers
      who
      participate in such transactions do so at their own risk. Optionee understands
      that no assurances can be given that any such other registration exemption
      will
      be available in such event.

    


    7.    Restrictive
      Legends and Stop-Transfer Orders.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    7.1    Legends.
      Optionee understands and agrees that the Company shall cause the legend set
      forth below or legends substantially equivalent thereto, to be placed upon
      any
      certificate(s) evidencing ownership of the Shares together with any other
      legends that may be required by the Company or by state or federal securities
      laws:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
      PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
      OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
      SUCH
      OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
      THEREWITH.

    


    7.2    Stop-Transfer
      Notices.
      Optionee agrees that, in order to ensure compliance with the restrictions
      referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
      its own securities, it may make appropriate notations to the same effect in
      its own records.

    


    7.3    Refusal
      to Transfer.
      The
      Company shall not be required (i) to transfer on its books any Shares that
      have been sold or otherwise transferred in violation of any of the provisions
      of
      this Exercise Notice or (ii) to treat as owner of such Shares or to accord
      the right to vote or pay dividends to any purchaser or other transferee to
      whom
      such Shares shall have been so transferred.

    


    8.    Successors
      and Assigns.
      The
      Company may assign any of its rights under this Exercise Notice to single or
      multiple assignees, and this Exercise Notice shall inure to the benefit of
      the
      successors and assigns of the Company. Subject to the restrictions on transfer
      herein set forth, this Exercise Notice shall be binding upon Optionee and his
      or
      her heirs, executors, administrators, successors and assigns.

    


    9.    Governing
      Law; Severability.
      This
      Exercise Notice is governed by the internal substantive laws but not the choice
      of law rules, of the State of California.
      In the
      event that any provision hereof becomes or is declared by a court of competent
      jurisdiction to be illegal, unenforceable or void, the remaining provisions
      shall nevertheless continue in full force and effect.

    


    


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          5

          
            

          

        

        
          
          

        

      

    

    


    10.   
        Entire
      Agreement.
      The
      Option Agreement and the Notice of Assumption of RiceX Options that was
      previously delivered to Option Holder in connection with the Company’s
      acquisition of The RiceX Company (“Option Assumption Notice”) are incorporated
      herein by reference. This Exercise Notice, the Option Assumption Notice, and
      the
      Option Agreement constitute the entire agreement of the parties with respect
      to
      the subject matter hereof and supersede in their entirety all prior undertakings
      and agreements of the Company and Optionee with respect to the subject matter
      hereof, and may not be modified adversely to the Optionee’s interest except by
      means of a writing signed by the Company and Optionee.

    


    
      	
              Submitted
                by:

            	 	
              Accepted
                by:

            
	
              OPTIONEE

            	 	
              NUTRACEA

            
	 	 	 
	
                   

            	 	
                   

            
	
              Signature

            	 	
              By

            
	 	 	 
	
                   

            	 	
                   

            
	
              Print
                Name

            	 	
              Title

            
	 	 	 
	
              Address:

            	 	 
	
                   

            	 	 
	
                   

            	 	 
	
                   

            	 	 
	 	 	 
	 	 	
                   

            
	 	 	
              Date
                Received

            


    

     

    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    Spousal
      Consent

    


    


    I
      acknowledge that I have read the foregoing Notice of Exercise (the “Notice”)
      and
      that I know its contents. I hereby consent to and approve all of the provisions
      of the Notice, and agree that the shares of the Common Stock of NutraCea
      purchased thereunder (the “Shares”)
      and
      any interest I may have in such Shares are subject to all the provisions of
      the
      Notice. I will take no action at any time to hinder operation of the Agreement
      on these Shares or any interest I may have in or to them.

    


    
      	
                   

            	 	
                   

            	 
	
              Date

            	 	
              Signature
                of Optionee’s Spouse

            	 
	 	 	 	 
	 	 	
                   

            	 
	 	 	
              Spouse’s
                Name typed or printed

            	 
	 	 	 	 
	 	 	
                   

            	 
	 	 	
              Optionee’s
                Name typed or printed

            	 


    

     

     

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