Exhibit 10.11


    
      

    

    
      Exhibit
        10.11

       
EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 1st of May, 2004
      (the "Effective Date") by and between THE RICEX COMPANY, a Delaware corporation
      ("Employer") and Ike E. Lynch ("Employee").

    


    In
      consideration of the mutual covenants and obligations herein set forth, the
      parties hereto agree as follows:

    


    1.    Employment.
      Employer hereby employs Employee and Employee hereby accepts employment with
      Employer on the terms and conditions set forth below, which supercede in their
      entirety the terms and conditions of any previous employment agreement between
      Employer and Employee. 

    


    2.    Position;
      Scope of Employment.
      Employee shall have the position of Vice President of Operations for The RiceX
      Company and Chief Operating Officer for the Company’s subsidiary, Food Extrusion
      Montana. Employee shall manage the operations of Employer by directing and
      coordinating activities consistent with established goals, objectives and
      policies. In performing the services hereunder, Employee shall follow the
      direction set by the Chief Executive Officer and Board of Directors, and shall
      implement such programs as he deems necessary to ensure attainment of Employer’s
      business plan for growth and profit. Employee also shall provide direction
      and
      structure for all operating units, shall participate in developing policy and
      strategic plans, and shall manage all activities associated with Employer’s
      production, engineering, construction, quality assurance, logistics and research
      and development.

    


    2.1.    Time
      and Effort.
      At
      Employer’s direction, Employee shall devote a minimum of thirty (30) hours per
      month to a maximum of one hundred (100) hours per calendar month to the
      performance of Employee's duties under this Agreement. Any work assignments
      requiring more than one hundred (100) hours per calendar month shall be
      accommodated by Employee, so long as any such assignment does not exceed six
      (6)
      months duration in any calendar year. Employee will have the right to work
      from
      his home office and Employer will have the right to make reasonable travel
      requests from time to time of Employee. 

    


    2.2    Other
      Employment.
      Employee may render services to third parties for compensation or other benefit,
      so long as such other business activities in no way interfere with the
      performance of Employee's duties under this Agreement. 

    


    2.3.    Rules
      and Regulations.
      Employee
      agrees to observe and comply with Employer's rules and regulations as provided
      by Employer and as may be amended from time to time by Employer, and will carry
      out and faithfully perform such orders, directions and policies of
      Employer.

    


    3.    Term
      of Employment.
      Employee's term of employment pursuant to this Agreement shall commence on
      the
      Effective Date and shall automatically terminate on the fifth anniversary of
      the
      Effective Date, unless (i) terminated earlier as provided herein, or (ii)
      extended pursuant to written notice from Employer to Employee, which notice
      shall be given not less than six (6) months prior to the expiration of the
      initial term, and operate to extended the term hereof for an additional term
      of
      five (5) years.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.    Compensation.
      During
      the term of this Agreement, Employer shall compensate Employee for his services
      to Employer at a rate of $3000/month for up to thirty (30) hours of work per
      month. If more than thirty (30) hours of work per month is required by Employer,
      Employee shall be compensated at a rate of $100/hour for all additional hours
      worked. Employee’s compensation shall be subject to an annual adjustment of five
      percent (5%) upon each anniversary date of the Effective Date. 

    


    4.1.    Benefits.
      Employee shall be provided with medical insurance and such other benefits as
      provided to Employer's other similarly situated employees and in accordance
      with
      Employer's policies, as modified from time to time in Employer's sole and
      absolute discretion.

    


    4.2.    Reimbursement
      of Expenses.
      During
      the term of this agreement, Employee shall be reimbursed for all standard travel
      expenses as outlined in the Company Employee Manual. Office expenses including
      rent and utilities will be paid by the Employer. 

    


    4.3.    Vacation
      and Sick Leave.
      Employee shall be entitled to four weeks of vacation each calendar year.
      Employee's vacation shall accrue at the rate of thirteen and one-thirds (13
      1/3)
      hours per month but in no event shall Employee's total accrued vacation exceed
      eight (8) weeks. In lieu of vacation time off, the employee may elect to be
      paid
      accrued vacation time at the Employee’s existing prevailing hourly rate.
      Employee shall be entitled to sick leave in accordance with Employer's sick
      leave policy.

    


    4.4.    Automobile.
      Employer shall make lease/purchase payments on behalf of Employee, up to a
      maximum amount of eight hundred dollars ($800) per month. Employer shall also
      reimburse Employee for his actual expenses incurred in the operation of one
      automobile for automobile insurance, and annual registration and maintenance,
      subject to receipt of documentation therefor reasonably satisfactory to
      Employer.

    


    4.5.    Bonus.
      Employee shall be eligible to participate in Employer’s bonus program if and
      when implemented to the same extent as other similarly situated employees of
      Employer. Employer intends to adopt such a program prior to the expiration
      of
      this Agreement, but makes no further representations as to the terms of such
      program or the date on which such program may be enacted. An international
      business development bonus will be paid to the employee for any international
      deal structured by the employee. The bonus will be determined by the
      Compensation Committee of the Board and will be consistent with similar bonuses
      paid for similar activities in commercial deals. 

    


    4.6.    Stock
      or Stock Option Plan.
      If
      Employer grants stock or other equity incentives to its other similarly situated
      employees during the term of this Agreement, Employer shall consider granting
      stock or other equity incentives to Employee, in the amounts and upon such
      terms
      and conditions as Employer shall, in its sole and absolute discretion,
      determine.


    
      
        
        

      

      
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    4.7.    Relocation
      Expenses.
      The
      Employer will provide a one-time relocation allowance of $6,000 during the
      term
      of this agreement. 

    


    5.    Termination
      of Employment

    


    5.1.    Termination
      Events.
      Employee's employment shall be terminated prior to the expiration of this
      Agreement (“Early Termination”) upon the occurrence of any of the following
      events: (i) the mutual written agreement of Employer and Employee;
      (ii) Employee's disability which shall, for the purposes of
      this
      Agreement, mean Employee's inability due to physical or mental impairment to
      perform Employee's duties and obligations under this Agreement, despite
      reasonable accommodation by Employer, for a period exceeding in the aggregate
      three (3) months in any twelve (12) consecutive month period;
      (iii) Employee's death; (iv) notice by Employer of termination for
      cause as defined in Section 5.2 below; (iv) written notice of
      termination by Employer without cause upon fourteen (14) days’ notice, subject
      to the Compensation Upon Early Termination provisions of Section 5.3
      below.

    


    5.2.    Termination
      for Cause.
      Employer reserves the right to terminate this Agreement for cause upon
      (i) Employee's willful and continued failure substantially to perform his
      duties and obligations under this Agreement after written demand for substantial
      performance has been delivered to Employee by Employer, which demand sets forth
      with reasonable specificity the deficiencies in Employee's performance and
      gives
      Employee not less than thirty (30) days to correct such deficiencies;
      (ii) fraud or intentional material misrepresentation by Employee,
      (iii) unauthorized disclosure or use of Employer's trade secrets or
      Confidential Information by Employee; (iv) Employee's conviction of a
      felony; (v) theft or conversion of Employer's property by Employee; or
      (vi) Employee's habitual misuse of alcohol, illegal narcotics or other
      intoxicant.

    


    5.3.    Compensation
      Upon Early Termination.
      Upon
      early termination, Employer shall pay Employee compensation as
      follows.

    


    (A)    If
      Employee is terminated by Employer for cause, voluntarily resigns, dies, or
      becomes disabled as such term is used in Section 5.1 of this Agreement, Employer
      shall pay Employee, or Employee’s representative, all accrued but unpaid salary
      and vacation pay accrued through the effective date of the
      termination.

    


    (B)    If
      Employee is terminated by Employer without cause, Employer shall pay to Employee
      as liquidated damages, and in lieu of any and all other claims that Employee
      may
      have against Employer, the remaining term of the agreement times the average
      annual Employee compensation of the previous twenty-four months (or actual
      number of months worked if fewer than twenty-four), with a maximum payment
      of
      two hundred and fifty thousand dollars. Employer's payment pursuant to this
      section shall fully and completely discharge any and all obligations of Employer
      to Employee arising out of or related to this Agreement and shall constitute
      liquidated damages in lieu of any and all claims that Employee may have against
      Employer, not including any obligation under the Worker’s Compensation laws
      including its Employer's Liability provisions.


    
      
        
        

      

      
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    (C)    If
      Employee is terminated as the result of a Change in Control and Employee is
      not
      employed in the same capacity or being paid the same salary by the new entity,
      then Employee shall receive a severance payment of one hundred and eighty
      thousand dollars ($180,000). In addition, if Employee is terminated as the
      result of a Change in Control and Employee is not employed in the same capacity
      by the new entity, Employer agrees to continue Employee’s medical and dental
      insurance benefits as provided during Employee’s employment with Employer for a
      period of two (2) years from the effective date of the Change in Control, except
      as provided below in Section 5.3(C)(1) and Section 5.3(C)(2).


    


    (1)    Employee
      agrees that he shall accept any plan coverage changes that may occur during
      the
      two (2)-year period, which apply to all employees in the workforce.


    


    (2)    Employee
      agrees that he will notify Employer (or any successor of Employer) if he becomes
      employed in any capacity with another employer and becomes eligible to receive
      medical and dental insurance benefits through that employment prior to the
      expiration date of the two (2) year period set forth in this section. At such
      time, Employer shall no longer be obligated to provide Employee with medical
      and
      dental insurance benefits.

    


    6.    Proprietary
      Information; Confidentiality.

    


    6.1.    Confidential
      Information.
      Employee agrees not to disclose to any others, or take or use for Employee's
      own
      purposes or purposes of any others, during the term of this Agreement, any
      of
      Employer's Confidential Information (as defined below). Employee agrees that
      these restrictions shall also apply to (1) Confidential Information belonging
      to
      third parties in Employer's possession and (2) Confidential Information
      conceived, originated, discovered or developed by Employee during the term
      of
      this Agreement. "Confidential Information" means any Employer proprietary
      information, technical data, trade secrets or know-how, including, but not
      limited to, research, product plans, products, services, customer lists and
      customers, markets, software, developments, inventions, processes, formulas,
      technology, designs, drawings, engineering, marketing, finances or other
      business information disclosed to Employee by Employer, either directly or
      indirectly, in writing, orally or by drawings, or by observation of products.
      Confidential Information does not include any of the foregoing items that has
      become publicly known and made generally available through no wrongful act
      of
      Employee. Employee further agrees not to use improperly or disclose or bring
      onto the premises of Employer any trade secrets of another person or entity
      during the term of this Agreement.

    


    6.2.    Return
      of Property.
      Employee agrees that upon termination of employment with Employer, Employee
      will
      deliver to Employer all devices, records, data, disks, computer files, notes,
      reports, proposals, lists, correspondence, specifications, drawings, blueprints,
      sketches, materials, equipment, other documents or property, or reproductions
      of
      any aforementioned items developed by Employee pursuant to employment with
      Employer or otherwise belonging to Employer, its successors or
      assigns.


    
      
        
        

      

      
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    6.3.    Notification
      of New Employer.
      Employer shall have the right to notify any actual or potential future employer
      of Employee of Employee's rights and obligations under this Section 6 of
      the Agreement. Employee expressly authorizes such disclosure and waives any
      claims Employee may have against Employer resulting from the disclosure of
      Employee's obligations under this Section 6 to an actual or potential
      future employer of Employee.

    


    6.4.    Other
      Agreements.
      Employee represents that the performance of all the terms of this Agreement
      will
      not breach any agreement to keep in confidence proprietary information acquired
      by Employee in confidence or in trust prior to employment with Employer.
      Employee has not and shall not enter into any oral or written agreement in
      conflict with this Agreement.

    


    6.5.    Equitable
      Remedies.
      Employee agrees that it would be impossible or inadequate to measure and
      calculate Employer's damages from any breach of the covenants set forth in
      this
      Section 7 of the Agreement. Accordingly, Employer shall have available, in
      addition to any other right or remedy available under law or equity, the right
      to obtain any injunction from a court of competent jurisdiction restraining
      such
      breach or threatened breach and to specific performance of any such provision
      of
      this Section 7. Employee further agrees that no bond or other security
      shall be required in obtaining such equitable relief and consents to the
      issuance of such injunction and to the ordering of specific
      performance.

    


    7.    Miscellaneous.

    


    7.1.    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
      below or at the most recent address specified by the addressee through written
      notice under this provision. Failure to give notice in accordance with any
      of
      the foregoing methods shall not defeat the effectiveness of notice actually
      received by the addressee.

    


    7.2.    Enforcement. In
      the
      event of any dispute concerning any aspect of the obligations of the Company
      under this Agreement, the Company or its successor shall reimburse Employee
      all
      attorney fees and costs incurred by Employee in connection with adjudication
      of
      such matters.

    


    7.3.    Choice
      of Law, Jurisdiction, Venue.
      This
      Agreement shall be interpreted in accordance with the laws of the State of
      California. The exclusive jurisdiction and venue of any legal action by either
      party under this Agreement shall be the Superior Court of California in and
      for
      the County of El Dorado..

    


    7.4.    Amendment.
      The
      provisions of this Agreement may be modified at any time by agreement of the
      parties. Any such agreement hereafter made shall be ineffective to modify this
      Agreement in any respect unless in writing and signed by the parties against
      whom enforcement of the modification or discharge is sought.


    
      
        
        

      

      
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    7.5.    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
      either of that term or condition as it applies on a subsequent occasion or
      of
      any other term or condition.

    


    7.6.    Assignment.
      The
      parties agree that Employee's rights and obligations under this Agreement are
      personal and not assignable. This Agreement contains the entire agreement
      between the parties to it and shall be binding on and inure to the benefit
      of
      the heirs, personal representatives, successors and assigns of
      Employer.

    


    7.7.    Independent
      Covenants.
      All
      provisions herein concerning unfair competition and confidentiality shall be
      deemed independent covenants and shall be enforceable without regard to any
      breach by Employer unless such breach by Employer is willful and
      reckless.

    


    7.8.    Entire
      Agreement.
      This
      document constitutes the entire agreement between the parties, all oral
      agreements being merged herein, and supersedes all prior representations and
      written agreements. There are no representations, agreements, arrangements,
      or
      understandings, oral or written, between or among the parties relating to the
      subject matter of this Agreement that are not fully expressed
      herein.

    


    7.9.    Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid or unenforceable, the remainder of the Agreement which can be given
      effect without the invalid provision shall continue in full force and effect
      and
      shall in no way be impaired or invalidated.

    


    7.10.   
        Captions.
      All
      paragraph captions are for reference only and shall not be considered in
      construing this Agreement.

    


    


    DATED: March
      30,
      2004

    


    
      	
              THE
                RICEX COMPANY

            	 	
              EMPLOYEE

            
	 	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Daniel L. McPeak, Sr.

            	 	
              /s/
                Ike E. Lynch

            
	 	
              Daniel
                L. McPeak, Sr.

            	 	
              Ike
                E. Lynch 

            
	
              Its:

            	
              Chief
                Executive Officer

            	 	
               

            


    

     

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