Exhibit 10.46


    
      

    

    

      
        	 	
                NUTRACEA

              	
                Exhibit
                  10.46

              


      

      


      STOCK
        OPTION ASSUMPTION AGREEMENT

      (Non-Plan
        Options)

      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 assumed by
        NutraCea and 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 other
        than
        pursuant
        to The RiceX Company 1997 Stock Option 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
        Non-Plan Options”).
        In
        accordance with the Merger, on the Closing Date NutraCea assumed all obligations
        of RiceX under the RiceX Non-Plan Options. This Agreement evidences the
        assumption of the RiceX Non-Plan Options, including the necessary adjustments
        to
        the RiceX Non-Plan Options required by the Merger.

      


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

      


      
        	
                RICEX
                  NON-PLAN OPTIONS

                 

              	
                NUTRACEA
                  ASSUMED OPTIONS

              
	
                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 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 Non-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 Non-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 Non-Plan Option to the extent
        outstanding at the time, after which time your RiceX Non-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 Non-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 Non-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 

            


    

     

     

     

    
 

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      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 Non-Plan Options hereby assumed by NutraCea are as set
        forth
        in the Option Agreement and such Stock Option Assumption
        Agreement.

    

    


    


    
      	
              DATED:
                

            	
                        

            	
              ,
                2005

            	 	
                        

            	 
	 	 	 	 	
              «Employee»,
                OPTIONEE

            	 


    

     

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