Exhibit 10.21


    
      

    

    
      Exhibit
        10.21
MANUFACTURING
      AGREEMENT

     

    This
      Manufacturing Agreement (“Agreement”)
      is
      entered into by and between NutraCea, a California corporation with principal
      offices at 1261 Hawk’s Flight Court, El Dorado Hills, CA 95762 and W.F. Young,
      Inc., a Massachusetts corporation with principal address at 302 Benton Drive,
      East Longmeadow, MA 01028-5990 (“W.F.
      Young”).
      The
      parties agree as of April 13, 2005 (“Effective
      Date”)
      as
      follows:

    


    1.     Background
      and Purpose.
      Pursuant to the letter of intent signed by the parties February 10, 2005, and
      in
      conjunction with the Assignment of Interests entered into by and between
      NutraCea, Nutraglo Incorporated, a Nevada corporation, NaturalGlo Specialty
      Products, LLC, a Delaware limited liability company, and W.F. Young, executed
      on
      the Effective Date of this Agreement and the Distribution Agreement entered
      into
      by and between NutraCea and W.F. Young on the Effective Date of this Agreement
      (“Distribution
      Agreement”),
      the
      parties wish to enter into an agreement to establish the rights and obligations
      of the parties as such rights relate to the exclusive manufacturing rights
      for
      certain non-human supplement products, as more specifically defined
      herein.

    


    
      	
              2.

            	
              Definitions.
                

            


    

    


    2.1.     “Equine
      Flex+”
means
      the equine, anti-inflammatory, stabilized rice bran food
      supplements/nutraceutical products known as Flex+ and Flx+, as specified on
      the
      attached Exhibit A.

    


    2.2.    ”2001
      Agreement”
means
      the Agreement dated May 1, 2001 by and between W.F. Young, NutraGlo, Inc.,
      Wolcott Farms, Inc. and NutraCea, formerly known as NutraStar.

    


    
      	
              3.

            	
              Manufacturing
                Rights.

            


    

    


    3.1.     Manufacturing
      Rights.
      W.F.
      Young hereby grants to NutraCea the exclusive worldwide rights to manufacture
      all of
      W.F.
      Young’s requirements for Equine
      Flex+ products for
      which
      NutraCea does not hold exclusive, worldwide manufacturing rights
      under
      the 2001 Agreement. The
      payment,
      terms,
      and
      price,
      for all
such
      products shall
      be
      as provided in
      the 2001
      Agreement, unless otherwise agreed in writing by the parties. In the event
      that
      NutraCea is unable to supply W.F. Young’s purchase requirements for any of these
      products except in the event of Force Majeure (as defined below), NutraCea
      shall
      be responsible, within Sixty (60) days written notice from W.F. Young for
      obtaining replacement supply of the applicable products of substantially similar
      quality and specifications. For purposes of this Agreement, Force Majeure shall
      mean circumstances beyond the reasonable control of NutraCea, which prevents
      NutraCea from performing hereunder and shall include, but not be limited to,
      fires, floods, strikes, lockouts or other industrial disturbances, accidents,
      shipping difficulties, embargoes, inadequate supply of labor or material, war,
      civil commotion, riots, acts of God or of the public enemy, orders requests,
      regulations, recommendations or instructions of any foreign or domestic
      government authority. In the event that NutraCea is unable to obtain replacement
      products within such Sixty (60) day period, NutraCea shall grant to W.F. Young
      the non-exclusive limited license to manufacture or have manufactured such
      Equine Flex+ products that NutraCea is not able to provide to satisfy W.F.
      Young’s requirements only until such time as NutraCea is able to meet W.F.
      Young’s requirements. The foregoing manufacturing rights are supplemental to and
      in addition to NutraCea’s rights to manufacture Equine Flex+ products
      under
      the 2001
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.     Representations
      and Warranties of W.F. Young.
      W.F.
      Young represents and warrants to NutraCea as follows:

    


    (a)    Organization
      and Standing.
      It is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the Commonwealth of Massachusetts;

    


    (b)     Power
      and Authority.
      It has
      the power and authority to execute, deliver and perform this Agreement and
      any
      Agreement executed in connection herewith; and

    


    (c)     Binding
      Agreement.
      This
      Agreement has been duly executed and delivered by W.F. Young and is the legal,
      valid and binding obligation of W.F. Young, enforceable against W.F. Young
      in
      accordance with its terms, except as enforcement may be limited by bankruptcy,
      insolvency, moratorium, reorganization, or other similar laws relating to or
      affecting the enforcement of creditor’s rights generally, and except of the
      availability of specific performance, injunctive relief or other equitable
      remedies as subject to the discretion of the court before which any such
      proceeding therefore may be brought.

    


    5.     Representations
      and Warranties of NutraCea.
      NutraCea represents and warrants to W.F. Young as follows:

    


    (a)     Organization
      and Standing.
      NutraCea is a corporation duly organized, validly existing and in good standing
      under the laws of the State of California. It has the power and authority to
      own
      and lease the properties now owned or leased by it and to conduct its
      business;

    


    (b)     Power
      and Authority.
      It has
      the power and authority to execute, deliver and perform this Agreement and
      any
      Agreement executed in connection herewith; and

    


    (c)    Binding
      Agreement.
      This
      Agreement has been duly executed and delivered by NutraCea and is the legal,
      valid and binding obligation of it and enforceable against it in accordance
      with
      its terms, except as enforcement may be limited by bankruptcy, insolvency,
      moratorium, reorganization or other similar laws relating to or affecting the
      enforcement of creditor’s rights generally and except of the availability of
      specific performance, injunctive relived or other equitable remedies as subject
      to the discretion of the court before which any such proceeding therefore may
      be
      brought. 

    


    (d)     Warranty
      of Products.
      Except
      as provided in the 2001 Agreement, NutraCea MAKES NO OTHER WARRANTIES OTHER
      THAN
      THOSE EXPRESSLY PROVIDED FOR HEREIN. NUTRACEA MAKES NO EXPRESS OR IMPLIED
      WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY
      PRODUCT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Term
                and Termination.
                

            


    

    


    6.1.     Term.
      The
      term of this Agreement shall commence on the Effective Date and shall expire
      on
      the expiration
      of the 2001 Agreement.

    


    6.2.    Termination
      for Breach.
      Termination of Other Agreements. In the event of a material breach
      of
      this
      Agreement, the breaching party shall have the right to cure such breach within
      thirty (30) days of receipt of written notice from the non-breaching party
      specifying the nature of the alleged breach. 

     

    6.3.     Effect
      of Termination.
      Upon
      any termination of this Agreement, any accrued but unpaid amounts owed to
      NutraCea under this Agreement by W.F. Young shall be paid to NutraCea within
      Thirty (30) days of the termination date of this Agreement. 

    


    
      	
              7.

            	
              Confidentiality.

            


    

    


    7.1.    Confidential
      Information.
      W.F.
      Young and NutraCea each acknowledges that in the course of performing its duties
      hereunder, it shall receive Confidential Information which is valuable and
      proprietary to the other. Confidential Information includes without limitation
      written or oral information, sales figures, business plans, marketing plans,
      customer support materials, software or other customer support programs,
      customer support training or procedures and other customer support information,
      product plans, upgrade information, product sell-rate, illustrations,
      prototypes, models, whether patentable or unpatentable, trade secrets, know-how,
      concepts and other data, trademarks, copyrights, design features, or
      configuration of any kind, procedures, demonstrations, methods, processes,
      uses,
      manufacturing information, techniques, formulas, improvements, research and
      development data, pamphlets, books, reports or other documents, testing or
      inspection procedures, apparatuses, compounds, compositions, combinations,
      programs, software and works of authorship, whether discovered, conceived,
      developed, made or produced, and whether obtained directly or through inspection
      of any sample. The Confidential Information of each party is regarded as highly
      valuable and is now known publicly. Its continued value depends, in part, on
      retaining its confidential nature.

    


    7.2.     Limited
      Use.
      Each
      party agrees that, continuing for a period of five (5) years after disclosure
      of
      the Confidential Information, each party shall not use or disclose any
      Confidential Information of the other party except in the authorized performance
      of this Agreement, without the prior written consent of the other party. At
      all
      times each party shall treat such information as it would its own confidential
      or proprietary information. Each party shall limit dissemination of and access
      to the Confidential Information of the other the personnel to whom disclosure
      is
      necessary for the performance of such parties duties hereunder. Each party
      agrees that no disclosure shall be made to any of its personnel without first
      obtaining such person’s agreement to the terms of this Agreement. 

    


    7.3.    Return
      of Tangible Information.
      Each
      party agrees that all tangible information and property concerning the
      Confidential Information shall remain the exclusive property of the other party.
      No documents or other data relating to such Confidential Information shall
      be
      copied or reproduced without the prior written consent of an authorized employee
      of the other party unless required for the performance of the first party’s
      duties under this Agreement. At the request of either party, and upon the
      expiration of the terms of this Agreement, the other party shall immediately
      return to the requesting party all documents and other materials containing
      or
      evidencing the Confidential Information of the requesting party, including
      all
      copies, whether electronic or hard copy and permanently erase all of such
      records contained on electronic or other media not so delivered.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.

            	
              Miscellaneous
                Provisions.

            


    

    


    8.1.   Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of New York,
      notwithstanding its conflict of law principles. The parties agree that any
      dispute hereunder shall be settled by arbitration in New York, New York,
      pursuant to the rules of the American Arbitration Association. Any arbitration
      ruling issued pursuant to this section may be enforced in any court of competent
      jurisdiction.

    


    


    8.2.   Entire
      Agreement.
      This
      Agreement, along with the 2001 Agreement and any and all documents expressly
      referred to and incorporated herein constitutes the entire agreement between
      the
      parties regarding the matters contained herein, all oral agreements regarding
      such Agreement being merged herein, and supersedes all prior representations
      made by any of the parties hereto with regard to such Agreement. 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 in this Agreement or the other agreements
      referenced herein. 

    


    8.3.   Modification.
      The
      provisions of this Agreement may not be modified at any time unless agreed
      to in
      writing by all parties.

    


    8.4.         
      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.

    


    8.5.   Assignment.
      This
      Agreement shall not be assigned by any party without the prior written consent
      of the other parties. Any assignment contrary to the provisions of this
      Agreement shall be deemed a default under this Agreement, allowing the
      nondefaulting parties to exercise all remedies available under law.

    


    8.6.          
      Successors.
      Subject
      to the provisions otherwise contained in this Agreement, this Agreement shall
      inure to the benefit of and be binding on the successors and assigns of the
      respective parties.

    


    8.7.   No
      Third Party Beneficiaries.
      Nothing
      in this Agreement, whether express or implied, is intended to confer any rights
      or remedies under or by reason of this Agreement on any persons other than
      the
      parties to it and their respective successors and assigns, nor is anything
      in
      this Agreement intended to relieve or discharge the obligation or liability
      of
      any third persons to any party to this Agreement, nor shall any provision give
      any third persons any right of subrogation or action against any party to this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.8.   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 (a) on the date of personal
      service on the other party, (b) on the third business day after mailing, if
      the
      document is mailed by registered or certified mail, or (c) one day after being
      sent by professional or overnight courier or messenger service guaranteeing
      one-day delivery, with receipt confirmed by the courier. Any such notice shall
      be delivered or addressed to the other party at the addresses set forth above
      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.

    


    8.9.          
      Attorneys’
      Fees.
      If the
      services of an attorney are required by any party to secure the performance
      of
      this Agreement or otherwise upon the breach or default of one or more parties
      to
      this Agreement, or if any judicial remedy or arbitration is necessary to enforce
      or interpret any provision of this Agreement or the rights and duties of any
      person in relation thereto, the prevailing party shall be entitled to reasonable
      attorneys' fees, costs and other expenses, in addition to any other relief
      to
      which such party may be entitled.

    


    8.10.        
      Counterparts.
      This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if the parties had all signed the same document. All counterparts shall be
      construed together and shall constitute one agreement.

    


    8.11.        
      Captions.
      All
      paragraph captions are for reference only and shall not be considered in
      construing this Agreement.

    


    8.12.        
      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.

    


    8.13.        
      Publicity.
      Except
      as otherwise provided herein or required by law, no party shall originate any
      publication, news release or other public announcement, written or oral, whether
      in the public press, stockholders' reports, or otherwise, relating to this
      Agreement or to any related agreement hereunder, or to the performance hereunder
      or any such agreements, without the prior written approval of the other party,
      which approval shall not be unreasonably withheld.

    


    [SIGNATURE
      PAGE TO FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              NUTRACEA

            	 	 
	
              a
                California Corporation 

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              /s/
                Bradley D. Edson

            	 	 
	
              By:
                Bradley D. Edson

            	 	 
	
              Title:
                President

            	 	 
	 	 	 
	 	 	 
	
              W.F.
                YOUNG, INC.

            	 	 
	
              a
                Massachusetts corporation

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              /s/
                Adam D. Raczkowski

            	 
	
              By:
                Adam D. Raczkowski

            	 	 
	
              Title:
                Executive VP and COO

            	 	 


    

    


    [SIGNATURE
      PAGE TO MANUFACTURING AGREEMENT]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    Equine
      Flex+

     

    Equine
      Flex+ products for the equine market consist of the following, and include
      any
      other equine Flex+ product in other forms or containers, under any brand owned
      or licensed to W.F. Young now or in the future. Such term
      includes,
      without limitation,
      the contemplated stabilized
      rice bran based
      liquid
      form of Equine Flex+.

     

     

    
      	
              Product

            
	 
	 
	
              FLEX+
                and FLX+ Powder - Equine

            
	
              30
                day container

            
	
              60
                day container

            
	
              150
                lbs. bulk container

            
	 
	
              FLEX+
                and FLX+ Pellets - Equine

            
	
              30
                day container

            
	
              60
                day container

            
	
              120
                day container

            
	
              150
                lbs. bulk container