Exhibit 10.09


    
      

    

    
      Exhibit
        10.09

       
EMPLOYMENT
      AGREEMENT

    


    THE
      RICEX
      COMPANY, a Delaware corporation ("Employer"), and Todd C.
      Crow
      ("Employee"), agree as follows, effective as of the twentieth of October, 2003
      (the “Effective Date”).

    


    1.    Employment.
      Employer hereby employs Employee and Employee hereby accepts employment with
      Employer on the terms and conditions set forth below.

    


    2.    Position;
      Scope of Employment.
      Employee shall have the position Chief Financial Officer. Employee's duties
      shall include development, implementation and oversight of the Employer's
      financial matters, including, without limitation, budget planning and
      implementation, cost and revenue forecasting, tax planning and compliance,
      cash
      management and supervision, and management of accounting, finance and
      bookkeeping staff, and shall include such other duties and authority as
      specified by Employer and as may be modified from time to time.

    


    2.1.    Entire
      Time and Effort.
      Employee
      shall devote Employee's full working time, attention, abilities, skill, labor
      and efforts to the performance of Employee's employment. Employee shall not
      directly or indirectly (i) be substantially engaged in or concerned with any
      other duties or pursuits, (ii) render services to any third party for
      compensation or other benefit, or (iii) engage in any other business activity
      that will in any way interfere with the performance of Employee's duties under
      this Agreement, except with the prior written consent of Employer; provided,
      however, that Employee may engage in charitable, philanthropic, educational,
      religious, civic and similar such activities to the extent that such activities
      do not unreasonably interfere with the performance of Employee's duties under
      this Agreement.

    


    2.2.    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 under the terms of this Agreement shall commence
      on May 1, 2004 and shall terminate five years from that date, unless terminated
      earlier as provided herein. At the end of the initial five-year term, this
      Agreement shall automatically renew for an additional five-year term unless
      either party notifies the other party in writing ninety (90) days prior to
      the
      expiration of the term of his or its intention not to renew this
      Agreement.

    


    4.    Compensation.
      Employer
      shall pay Employee the base pay (“Base Salary”) of One Hundred Fifty Thousand
      Dollars ($150,000) per year which is in effect on the date of this agreement.
      Salary payments will be payable in periodic installments in accordance with
      Employer's pay schedule, but not less than twice per month. The Base Salary
      shall be reviewed at least annually, and shall be adjusted to compensate for
      cost of living adjustments in the Sacramento metropolitan area.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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
      discretion.

    


    4.2.    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. Employee shall be entitled to sick leave in accordance with
      Employer's sick leave policy.

    


    4.3.    Automobile.
      Employer shall make lease payments on behalf of the Employee, up to a maximum
      amount of eight hundred dollars ($800.00) per month. Employer shall also
      reimburse Employee for his actual expenses incurred in the operation of one
      automobile for automobile insurance, annual registration, and maintenance.
      

    


    4.4.    Bonus.
      Employee shall be eligible to participate in Employer’s bonus program when
      implemented to the same extent as other executive 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 such program will be enacted. 

    


    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 three months;
      (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 sets forth with
      reasonable specificity the deficiencies in Employee's performance and giving
      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.


    
      
        
        

      

      
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    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 which Employee
      may
      have against Employer the amount equal to Employee's monthly base salary
      multiplied by the number of months remaining in the term of this Agreement,
      or
      payment amount equal to two years of Employee’s Base Salary, which ever is
      greater. 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 which Employee may have against Employer, not including any
      obligation under the Worker’s Compensation laws including its Employer's
      Liability provisions.

    


    (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 Base Salary by the new
      entity, then Employee shall receive a severance payment equal to two years
      of
      Employee’s Base Salary or the balance remaining to be paid under the terms of
      this Agreement, whichever is greater. 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 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-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-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.    Unfair
      Competition.
      During
      Employee's employment under this Agreement, Employee shall not directly or
      indirectly, whether as a partner, employee, creditor, shareholder or otherwise,
      promote or engage in any activity or other business which is competitive in
      any
      way with Employer's business, and shall not take any action or make any
      agreement to establish, or become employed by, a competing
      business.


    
      
        
        

      

      
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    7.    Proprietary
      Information; Confidentiality.

    


    7.1.    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 which
      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.

    


    7.2.    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.

    


    7.3.    Noncompetition.
      Employee
      shall not use any of the Confidential Information to compete with Employer
      in
      connection with a business or enterprise of any kind, foreign or domestic,
      profit or non-profit, as an investor, partner, shareholder, LLC member,
      employee, agent, consultant or independent contractor. Nothing in this
      Section 7.3 shall be construed to limit the more general prohibitions
      against unauthorized use or disclosure of the Confidential Information contained
      in other sections of this Agreement.

    


    7.4.    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 7 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 7 to an actual or potential
      future employer of Employee.

    


    7.5.    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.

    


    7.6.    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.


    
      
        
        

      

      
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    8.    Miscellaneous.

    


    8.1.    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.

    


    8.2.    Enforcement.
      This
      Agreement shall be interpreted in accordance with the laws of the State of
      California and will be adjudicated in the Superior Court of California in and
      for the County of El Dorado. 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.

    


    8.3.    Choice
      of Law, Jurisdiction, Venue.
      This
      Agreement is drawn to be effective in the State of California, and shall be
      construed in accordance with California law. The exclusive jurisdiction and
      venue of any legal action by either party under this Agreement shall be the
      County of Sacramento, California.

    


    8.4.    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.

    


    8.5.    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.

    


    8.6.    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.


    
      
        
        

      

      
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    8.7.    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.

    


    8.8.    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.

    


    8.9.    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.

    


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

    


    


    


    DATED: October
      20, 2003

    


    
      	
              THE
                RICEX COMPANY

            	 	
              EMPLOYEE

            
	 	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Daniel L. McPeak, Sr.

            	 	
              /s/
                Todd C. Crow

            
	 	
              Daniel
                L. McPeak, Sr.

            	 	
              Todd
                C. Crow

            
	
              Its:

            	
              Chief
                Executive Officer

            	 	
               

            	
               

            


    

     

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