Exhibit 10.49


    
      

    

    Exhibit
      10.49

    


    RESALE
      RESTRICTION AGREEMENT

    


    NUTRACEA,
      a California corporation (“NutraCea”)
      and
      [_______] (“Shareholder”),
      agree, as of September 30, 2005, as follows:

    


    1.            
      Background
      and Purpose.
      NutraCea, Red Acquisition Corporation, a Delaware corporation and wholly-owned
      subsidiary of NutraCea (“Merger
      Sub”),
      and
      The RiceX Company, a Delaware corporation (“RiceX”),
      are
      parties to that certain Agreement and Plan of Merger and Reorganization
      (“Merger
      Agreement”)
      dated
      as of April 4, 2005, which provides for the merger (“Merger”)
      of
      Merger Sub into RiceX and for RiceX to thereafter be a wholly owned subsidiary
      of NutraCea. Pursuant to the Merger, each share of RiceX common stock will
      be
      converted into NutraCea common stock and each option to purchase RiceX common
      stock that is outstanding at the effective time of the Merger will be assumed
      by
      NutraCea and become an option to purchase NutraCea common stock. Shareholder
      is
      the holder of shares of RiceX common stock and/or options to purchase shares
      of
      RiceX common stock and accordingly will receive significant consideration
      pursuant to the terms of the Merger Agreement. In connection with the Merger,
      NutraCea and Shareholder desire to enter into this Resale Restriction Agreement
      (“Agreement”)
      on the
      terms set forth below. NutraCea and Shareholder shall not be required to perform
      their obligations under this Agreement until the effective time of the
      Merger.

    


    2.            
      Resale
      Restriction.
      Except
      as set forth in Section 3 below, Shareholder agrees that, without the express
      prior written consent of NutraCea, Shareholder will not offer, sell, make any
      short sale of, loan, grant any option for the purchase of, or otherwise dispose
      of (the "Resale
      Restrictions"),
      any
      securities of NutraCea beneficially owned or otherwise held by Shareholder
      immediately following the Merger (collectively, the "Shares")
      until
      December 31, 2007 (the "Lock-up
      Period").
      The
      Resale Restrictions shall apply regardless of whether Shareholder is an employee
      or Director of NutraCea.

    


    3.            
      Permitted
      Transfers.
      Notwithstanding the provisions of Section 2 above, Shareholder may transfer
      (subject to the terms of any option or warrant agreement) any or all of the
      Shares either during Shareholder’s lifetime or on death by will or intestacy to
      Shareholder’s immediate family or to a trust the beneficiaries of which are
      exclusively Shareholder and/or a member or members of Shareholder’s immediate
      family; provided,
      however,
      that in
      any such case it shall be a condition to the transfer that the transferee
      execute an agreement stating that the transferee is receiving and holding the
      Shares subject to the provisions of this Agreement, and there shall be no
      further transfer of such Shares except in accordance with this Agreement. For
      purposes of this Agreement, "immediate family" shall mean spouse, lineal
      descendant, father, mother, brother or sister of the transferor. In addition,
      notwithstanding the provision of Section 2 above, Shareholder may pledge or
      hypothecate shares of NutraCea common stock held beneficially or of record
      by
      Shareholder and Shareholder may net exercise any options or warrants that are
      held by Shareholder pursuant to a net exercise provision as long as 100% of
      the
      shares received pursuant to the transaction are subject to this
      agreement.


    
      
        
        

      

      
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    4.             
      Stock
      Transfer Instructions.
      Shareholder agrees and consents to the entry of stop transfer instructions
      with
      the transfer agent for NutraCea’s common stock against any transfer of shares of
      NutraCea’s common stock by Shareholder in contravention of the Resale
      Restrictions.

    


    5.             
      Miscellaneous.

    


    5.1.          
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties regarding the
      matters contained herein, all oral agreements being merged herein, and supersede
      all prior representations. 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 and therein. Notwithstanding the foregoing, this Agreement shall not
      modify or limit any other agreement by which Shareholder is bound that restricts
      the transfer by Shareholder of NutraCea securities. 

    


    5.2.          
      Amendment.
      This
      Agreement may be amended by the parties hereto at any time by execution of
      an
      instrument in writing signed on behalf of each of the parties hereto.


    


    5.3.         
       Waiver.
      Any
      waiver 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.

    


    5.4.         
       Nonassignability.
      This
      Agreement shall not be assigned by Shareholder without the prior written consent
      of NutraCea. Any assignment contrary to the provisions of this Agreement shall
      be deemed a default under this Agreement, allowing NutraCea to exercise all
      remedies available under law.

    


    5.5.     
           Succession.
      Subject
      to the provisions otherwise contained in this Agreement, this Agreement shall
      inure to the benefit of and be binding on successors and assigns of the
      respective parties.

    


    5.6.       
         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 service or messenger service
      guaranteeing one-day delivery, with receipt confirmed by the courier, or (iv)
      on
      the date of transmission 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 conform to the requirement
      that
      mailings be done by registered or certified mail shall not defeat the
      effectiveness of notice actually received by the addressee.

    


    5.7.        
        Attorneys'
      Fees; Prejudgment Interest.
      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 another party 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. Any award of damages following judicial remedy
      or arbitration as a result of the breach of this Agreement or any of its
      provisions shall include an award of prejudgment interest from the date of
      the
      breach at the maximum amount of interest allowed by law.


    
      
        
        

      

      
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    5.8.        
        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.

    


    5.9.        
        Captions.
      All
      paragraph captions are for reference only and shall not be considered in
      construing this Agreement.

    


    5.10.     
         Severability.
      If any
      provision of Agreement is held by a court of competent jurisdiction to be
      invalid or enforceable, 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.

    


    5.11.      
        Governing
      Law.
      The
      rights and obligations of the parties and the interpretation and performance
      of
      this Agreement shall be governed by the law of California, excluding its
      conflict of laws rules.

    


    


    
      	
              NUTRACEA

            	 	
              SHAREHOLDER

            	 
	 	 	 	 
	 	 	 
	
              Bradley
                Edson, President

            	 	
              [________________]

            
	 	 	 	 	 
	
              Address

            	
              1261
                Hawks’ Flight Court

            	 	
              Address:

            	 
	 	
              El
                Dorado Hills, CA 95762

            	 	 	 
	
              Facsimile:

            	
              (916)
                933-7001

            	 	
              Facsimile:

            	
              (___)
                ___-____

            


    

     

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