Exhibit 10.45


    
      

    

    


    
      	 	
              NUTRACEA

            	
              Exhibit
                10.45

            


    

    


    STOCK
      OPTION ASSUMPTION AGREEMENT

    (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 that was not
      terminated pursuant to either an option termination agreement or the terms
      of
      The RiceX Company 1997 Stock Option Plan (the “Plan”)
      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 granted to you under the Plan and documented with a Stock
      Option Agreement (collectively, as amended by the letter agreement entered
      into
      by you and RiceX, the “Option
      Agreements”)
      that
      were not subject to termination pursuant to an option termination agreement
      (the
“RiceX
      Plan Options”).
      In
      accordance with the Merger, on the Closing Date NutraCea assumed all obligations
      of RiceX under the RiceX Plan Options. This Agreement evidences the assumption
      of the RiceX Plan Options, including the necessary adjustments to the RiceX
      Plan
      Options required by the Merger.

    


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

    

      
        	
                 RICEX
                  PLAN 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 Plan Options
      remain the same as set forth in your Option Agreement, and the provisions of
      the
      Option Agreement (except as expressly modified by this Agreement and the Merger)
      will govern and control your rights under this Agreement to purchase shares
      of
      NutraCea common stock. You
      understand that, without the prior written consent of NutraCea, you may not
      sell, pledge, hypothecate or otherwise transfer any of the shares of NutraCea
      Common Stock that are issuable upon exercise of your assumed RiceX Plan Options
      until October 4, 2008.

    


    Upon
      your
      termination of employment with NutraCea or any of its present or future
      subsidiaries, you will have the limited time period specified in your Option
      Agreement to exercise your assumed RiceX Plan Option to the extent outstanding
      at the time, after which time your RiceX Plan Options will expire and NOT be
      exercisable for NutraCea common stock. Nothing in this Agreement or your Option
      Agreement interferes in any way with your rights and NutraCea’s rights, which
      rights are expressly reserved, to terminate your employment at any time for
      any
      reason, except to the extent expressly provided otherwise in a written agreement
      executed by both you and NutraCea. Any future options, if any, you may receive
      from NutraCea will be governed by the terms of the applicable NutraCea stock
      option plan, and such terms may be different from the terms of your assumed
      RiceX Plan Options, including, but not limited to, the time period in which
      you
      have to exercise vested options after your termination of
      employment.

    


    Please
      sign and date this Agreement on the following page and return it promptly to
      NutraCea at the address below. If you have any questions regarding this
      Agreement or your assumed RiceX Plan 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

        
          

        

      

      
        
        

      

    

    


    [ACKNOWLEDGMENT
      PAGE FOLLOWS]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ACKNOWLEDGMENT

     

    The
      undersigned acknowledges receipt of the foregoing Stock Option Assumption
      Agreement and understands that all rights and liabilities with respect to each
      of his or her RiceX Plan Options hereby assumed by NutraCea are as set forth
      in
      the Option Agreement, the Plan and such Stock Option Assumption
      Agreement.

    


    


    
      	
              DATED:
                

            	
                        

            	
              ,
                2005

            	 	
                        

            	 
	 	 	 	 	
              «Employee»,
                OPTIONEE

            	 


    

     

    4