Unassociated Document


    
      

    

     

    
      	
              [*]
                designates
                portions of this document that have been omitted pursuant to a
                request

              for
                confidential treatment filed seperately with the
                Commission

            


    

    ASSIGNMENT
      OF INTERESTS

    
      Exhibit
        10.19

       

    

    This
      Assignment of Interests (“Assignment”)
      is
      entered into by and between NutraCea, a California corporation with principal
      offices at 1261 Hawk’s Flight Court, El Dorado Hills, CA 95762 (“NutraCea”),
      NutraGlo Incorporated, a Nevada corporation with principal address at
      _________________ (“NutraGlo”),
      NaturalGlo Specialty Products, LLC, a Delaware limited liability company with
      principal address at 2711 Centerville Road, Suite 400, Wilmington, DE 19808
      (“LLC”)
      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 12, 2005 (“Effective
      Date”)
      as
      follows:

    


    


    1.     Background
      and Purpose.
      Pursuant to a “Distribution
      Agreement”
entered
      into on May 1, 2001 by and between NutraCea, W.F. Young and Wolcott Farms,
      Inc.(“Wolcott”)
      and
      subsequently modified pursuant to the Technology Agreement, as defined below,
      W.F. Young obtained exclusive worldwide marketing rights to Flex+ and Flx+
      products for the equine markets on such terms as defined in the Distribution
      Agreement (“Equine
      Flex+”).
      W.F.
      Young formed the LLC with the intent that it later would be jointly owned by
      W.F. Young and Wolcott. However, a limited liability company agreement between
      W.F. Young and Wolcott was neither entered nor adopted for the LLC. W.F. Young’s
      capital contribution to the LLC is in the amount of [*].
      W.F.
      Young wishes to transfer to NutraGlo all rights obtained by W.F. Young pursuant
      to Sections 3.1 and 3.2 of the Technology Agreement entered into by and between
      NutraCea, W.F. Young and Wolcott dated September 18, 2003 (“Technology
      Agreement”).
      To
      the fullest extent permissible by law, the LLC wishes to transfer to NutraGlo
      its right, title and interest to certain patent/technology rights that (i)
      are
      currently held by the LLC, and/or (ii) may be obtained by the LLC pursuant
      to
      the Technology Agreement upon the occurrence of a specified merger transaction
      and upon the patent issuance. 

    


    2.     Transfer
      of Technology Agreement Rights.
      To the
      fullest extent permitted by applicable law, W.F. Young hereby transfers to
      NutraCea all rights, powers and authority granted to or obtained by W.F. Young
      pursuant to Sections 3.1 and 3.2 of the Technology Agreement. 

    


    
      	
              3.

            	
              Transfer
                of Technology Rights Held by LLC; Indemnification.
                

            


    

    


    3.1     Transfer
      of Technology.
      To the
      fullest extent permissible, the LLC shall transfer to NutraGlo all of its right,
      title and interest in any and all rights, including without limitation, future
      or contingent rights to technology specified in the Technology Agreement
      obtained or that may be obtained by the LLC pursuant to Sections 2.3, 3.1 and
      3.2 and any other provision of the Technology Agreement (“Technology”).
      

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                [*]
                  designates
                  portions of this document that have been omitted pursuant to a
                  request

                for
                  confidential treatment filed seperately with the
                  Commission

              


      

       

    

    3.2     Failure
      to Transfer Technology; Indemnification.
      In the
      event that the LLC is unable to complete the transfer of the Technology, W.F.
      Young agrees to use its best efforts to resolve the matter as soon as reasonably
      practical and will not take any actions inconsistent with the requests or wishes
      of NutraGlo with respect to such Technology. In reliance on the representations
      and warranties by W.F. Young contained herein, NutraGlo agrees to indemnify
      and
      hold W.F. Young and its respective officers, directors, employees, affiliates,
      shareholders and agents, and each of their respective heirs, personal
      representatives, successors and assigns ("Indemnified
      Parties"),
      harmless from, against and in respect of any and all losses, costs, expenses
      (including without limitation, reasonable attorneys' fees and disbursements
      of
      counsel), liabilities, damages (excluding incidental, consequential or punitive
      damages), fines, penalties, charges, assessments, judgments, settlements,
      claims, causes of action and other obligations of any nature whatsoever
      (individually, a "Loss"
      and
      collectively, "Losses")
      that
      any of them may at any time, directly or indirectly, suffer, sustain, incur
      or
      become subject to, to the extent arising out of, based upon or resulting from
      or
      on account of W.F. Young’s compliance with Section 3.1. Notwithstanding the
      foregoing, any Loss or aggregate Losses to be indemnified shall not exceed
      [*]
      (“Maximum
      NutraGlo Indemnity”).
      In
      the event that the Maximum NutraGlo Indemnity is exceeded, NutraGlo and W.F.
      Young shall equally share all costs that exceed the Maximum NutraGlo Indemnity
      and NutraGlo and W.F. Young shall each be entitled to exercise joint and equal
      control over the defense, settlement and expenditure of costs for any such
      matter for which indemnity under this section is required. In the event the
      parties are unable to agree on how to proceed in any claim or proceeding, the
      dispute shall be settled by arbitration conducted by one (1) arbitrator pursuant
      to the rules of the American Arbitration Association. 

     

    3.3     Decline
      to Exercise Option.
      Without
      in any manner limiting any other provision herein, W.F. Young agrees not to
      exercise the options set forth in Sections 3.1 and/or 3.2 of the Technology
      Agreement with respect to the Technology and, to the fullest extent permissible
      by law, waives any rights to exercise such options. 

    


    
      	
              4.

            	
              Payments.
                

            


    

    


    4.1     Payments
      to W.F. Young.
      In
      consideration for the transfer of rights set forth in Section 2, NutraCea shall
      issue to W.F. Young and W.F. Young shall receive the number of shares of
      NutraCea restricted common stock determined by [*]
      (“W.F.
      Young Consideration Shares”).
      NutraCea shall deliver the W.F. Young Consideration Shares to W.F. Young within
      fourteen (14) days of the Effective Date. 

    


    4.2     Payment
      to LLC.
      In
      consideration for the transfer of rights set forth in Section 3, NutraGlo shall
      cause NutraCea to issue to the LLC and the LLC shall receive the number of
      shares of NutraCea restricted common stock determined by [*]
      (“LLC
      Consideration Shares”).
      NutraCea shall deliver the LLC Consideration Shares to the LLC within fourteen
      (14) business days of the Effective Date. 

    


    
      	
              5.

            	
              Representations
                and Warranties.
                

            


    

    


    5.1     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 Assignment and
      any
      agreement executed in connection herewith;

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    (c)     Binding
      Agreement.
      This
      Assignment 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; and

    


    (d)     LLC.
      Win
      Wolcott, Wolcott Farms and NaturalGlo Specialty Products, a Delaware limited
      liability company have relinquished any and all right, title and interest,
      including any ownership interest, which they might have, or have had, as a
      member of the LLC, and any claims related thereto. 

    


    5.2     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 Assignment and
      any
      agreement executed in connection herewith; and 

    


    (c)     Binding
      Agreement.
      This
      Assignment 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. 

    


    
      	
              6.

            	
              Miscellaneous
                Provisions.

            


    

    


    6.1     Governing
      Law.
      This
      Assignment 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.

    


    6.2     Entire
      Agreement.
      This
      Assignment, along with any and all documents expressly referred to and
      incorporated herein constitutes the entire agreement between the parties
      regarding the assignment of the rights from W.F. Young and the LLC to NutraCea
      and NutraGlo as set forth herein, all oral agreements regarding such assignment
      being merged herein, and supersedes all prior representations made by any of
      the
      parties hereto with regard to such assignment. There are no representations,
      agreements, arrangements, or understandings, oral or written, between or among
      the parties relating to the subject matter of this Assignment that are not
      fully
      expressed in this Assignment or the other agreements referenced herein.


    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


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

    


    6.4     Waiver.
      Any of
      the terms or conditions of this Assignment 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.

    


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

    


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

    


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

    


    6.8     Notices.
      Any
      notice under this Assignment 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.

    


    6.9     Attorneys’
      Fees.
      If the
      services of an attorney are required by any party to secure the performance
      of
      this Assignment or otherwise upon the breach or default of one or more parties
      to this Assignment, or if any judicial remedy or arbitration is necessary to
      enforce or interpret any provision of this Assignment 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.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    6.10     Counterparts.
      This
      Assignment 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.

    


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

    


    6.12     Severability.
      If any
      provision of this Assignment is held by a court of competent jurisdiction to
      be
      invalid or unenforceable, the remainder of the Assignment 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.

    


     

     

    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Assignment as of the Effective
      Date.

     

     

    
      	
              NUTRACEA

            	 	
              W.F.
                YOUNG, INC.

            	 
	
              a
                California corporation

            	 	
              a
                Massachusetts corporation

            	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Bradley D. Edson

            	 	
              /s/
                Adam D. Raczkowski

            	 
	
              By:
                Bradley D. Edson

            	 	
              By:
                Adam D. Raczkowski

            	 
	
              Title:
                President

            	 	
              Title:
                Executive VP and COO

            	 
	 	 	 	 
	 	 	 	 
	
              NUTRAGLO
                INCORPORATED

            	 	
              NATURALGLO
                SPECIALTY PRODUCTS

            	 
	
              a
                Nevada corporation

            	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Bradley D. Edson

            	 	
              /s/
                Adam D. Raczkowski

            	 
	
              By:
                Bradley D. Edson

            	 	
              By:
                Adam D. Raczkowski

            	 
	
              Title:
                Authorized Agent

            	 	
              Title:
                Authorized Agent/Treasurer

            	 


    

    

 

    


    


    [SIGNATURE
      PAGE TO ASSIGNMENT OF INTEREST]

    6