Ricex Co Sample Contracts

Ricex Co – Contract (May 16th, 2005)

THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE; AND (II) COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF.

Ricex Co – Contract (May 16th, 2005)

THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE “LAWS”). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFORE, IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE; AND (II) COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF.

Ricex Co – AFFILIATE AGREEMENT (April 4th, 2005)

THIS AFFILIATE AGREEMENT (this “Agreement”) is made and entered into as of ________ __, 2005, between NutraCea, a California corporation (“Parent”), and the undersigned stockholder of The RiceX Company, a Delaware corporation (the “Company”), who may be deemed an affiliate (“Affiliate”) of Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Ricex Co – NUTRACEA EXECUTES DEFINITIVE AGREEMENT TO MERGE WITH RICEX Merged Companies to Supply Stabilized Rice Bran to Global Markets (April 4th, 2005)

El Dorado Hills, CA—NutraCea® (OTC BB: NTRZ), a leader in the science of whole food nutrition and proprietary health care products based on stabilized rice bran, and RiceX (OTC BB: RICX), a leading manufacturer of stabilized rice bran utilizing proprietary processing technologies announced today the execution of a definitive agreement to merge the two companies. NutraCea and RiceX will leverage their combined strengths to become a leading manufacturer, marketer and distributor of stabilized rice bran to meet the increasing demands of the global marketplace.

Ricex Co – 2.4 Certificate of Incorporation and Bylaws of Surviving Corporation 9 (April 4th, 2005)

TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . 2 --------------------- 1.2 Certain Additional Defined Terms . . . . . . . . . . . . . . . . 6 -------------------------------- ARTICLE II THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ---------- 2.2 Effective Time; Closing. . . . . . . . . . . . . . . . . . . . . 8 ----------------------- 2.3 Effect of the Merger . . . . . . . . . . . . . . . .

Ricex Co – MUTUAL GENERAL RELEASE (March 30th, 2005)

EXHIBIT 10.20 MUTUAL GENERAL RELEASE ---------------------- This Mutual General Release (this "Agreement") is made and entered into as of January 27, 2005 by and between Terrence Barber ("Mr. Barber") and The RiceX Company (the "Company"). Mr. Barber and the Company are sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties." RECITALS -------- WHEREAS, Mr. Barber is employed by the Company as its Chief Executive Officer and serves as a director on its Board of Directors; and WHEREAS, Mr. Barber has indicated his desire to resign his employment by the Company as its Chief Executive Officer, and as a director on its Board of Directors concurrently with the execution of this Agreement; and WHEREAS, Mr. Barber and th

Ricex Co – BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT (March 30th, 2005)

EXHIBIT 4.23 SOP04006 THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT. THE RICEX COMPANY BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT --------------------

Ricex Co – MUTUAL GENERAL RELEASE (March 30th, 2005)

EXHIBIT 10.21 MUTUAL GENERAL RELEASE ---------------------- This Mutual General Release (this "Agreement") is made and entered into as of January 27, 2005 by and between Karen B. Halliburton ("Ms. Halliburton") and The RiceX Company (the "Company"). Ms. Halliburton and the Company are sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties." RECITALS -------- WHEREAS, Ms. Halliburton is employed by the Company as Senior Vice President of Global Strategic Operations; and WHEREAS, Ms. Halliburton has indicated her desire to resign her employment by the Company as its Senior Vice President of Global Strategic Operations concurrently with the execution of this Agreement; and WHEREAS, Ms. Halliburton and the Company de

Ricex Co – EMPLOYMENT AGREEMENT (March 30th, 2005)

EXHIBIT 10.17 EMPLOYMENT AGREEMENT THE RICEX COMPANY, a Delaware corporation ("Employer"), and Terry H. Miller ("Employee"), agree as follows, effective as of the first day of July, 2004 (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. The Employee is employed as Corporate Controller and Manager of Information Systems of the Company. In this capacity, the Employee shall be responsible for Company accounting, financial reporting, managing the Company information systems, and other duties listed in the Chief Financial Officer, or CFO, approved job description regarding the Company's financial accounting and reporting; as well as information system administration and other duties and responsibilities as the C

Ricex Co – EMPLOYMENT AGREEMENT (November 15th, 2004)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THE RICEX COMPANY, a Delaware corporation ("Employer"), and Karen B. Halliburton ("Employee"), agree as follows, effective as of July 12, 2004 (the "Effective Date"). 1. EMPLOYMENT. Employee is employed as Senior Vice President of Global Strategic Operations of Employer, reporting directly to the Chief Executive Officer. In this capacity, Employee shall perform such customary, appropriate and reasonable executive duties as are usually performed by a Senior Vice President of Global Strategic Operations and special confidential executive advisor to the Chief Executive Officer for domestic and international strategic market systems and related operations, including R&D, production, market development, administrative, governmental, and public relations matters, in addition to such other duties and responsibilities as the Chief Executi

Ricex Co – STOCK TRANSFER AGREEMENT (August 16th, 2004)

EXHIBIT 4.2 STOCK TRANSFER AGREEMENT This STOCK TRANSFER AGREEMENT (this "Agreement") is entered into and effective as of the 2nd day of April, 2004, by and between GBV Tri-Power Fund, LLC, a California limited liability company ("Seller") and THE RICEX COMPANY, a Delaware corporation ("Purchaser"). RECITAL Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, One Million Three Hundred Forty-Six Thousand Nine Hundred Sixty-four (1,346,964) shares (the "Shares") of common stock of The RiceX Company, One Million Three Hundred Forty-Six Thousand Nine Hundred Sixty-four (1,346,964) Class I warrants (the "Class I Warrants") to purchase an equivalent number of shares of common stock of The RiceX Company, Six Hundred Seventy-three Thousand Four Hundred Eighty-two

Ricex Co – NON-STATUTORY STOCK OPTION AGREEMENT (August 16th, 2004)

EXHIBIT 4.3 THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFORE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT. ---- ---------------------- THE RICEX COMPANY NON-STATUTORY STOCK OPTION AGREEMENT ------------------------------------ The RiceX Compa

Ricex Co – BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT (August 16th, 2004)

EXHIBIT 4.1 THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT. ---- THE RICEX COMPANY BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT -------------------------------------------------- The RiceX Company, a

Ricex Co – EMPLOYMENT AGREEMENT (August 16th, 2004)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THE RICEX COMPANY, a Delaware corporation ("Employer"), and Terrence Barber ("Employee"), agree as follows, effective as of June 14, 2004 (the "Effective Date"). 1. EMPLOYMENT. Employee is employed as Chief Executive Officer of Employer. In this capacity, Employee shall perform such customary, appropriate and reasonable executive duties as are usually performed by the Chief Executive Officer, in addition to such other duties and responsibilities as the Board of Directors shall designate and are not inconsistent with Employee's position with Employer, including the performance of duties with respect to any subsidiaries of Employer. 2. TERM. This Agreement shall be effective as of June 14, 2004 (the "Effective Date"). The term of employment under this Agreement shall be for a period of two (2) years commencing o

Ricex Co – PRESS RELEASE (June 16th, 2004)

El Dorado Hills, Calif. — June 15, 2004 — The RiceX Company (OTC: RICX), a leading manufacturer of highly nutritious functional food ingredients derived from rice bran, today announced that Terrence Barber has been appointed as the Company’s new Chief Executive Officer, succeeding Daniel L. McPeak, Sr., who retired as the Company’s Chief Executive Officer effective March 31, 2004.

Ricex Co – BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT (November 14th, 2003)

EXHIBIT 4.1 SOP03010 THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT. THE RICEX COMPANY BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT The RiceX Company, a Delaware corporation (the "Company"), hereby grants to STEVEN W. SAUNDERS, Trustee or Successor Truste

Ricex Co – PRESS RELEASE (October 24th, 2003)

EXHIBIT 99 PRESS RELEASE El Dorado Hills, CA - The RiceX Company (OTC:RICX), a leading manufacturer of highly nutritious functional food ingredients derived from rice bran, today announced that its previously announced share repurchase program has expired. On October 28, 2002, the company announced that the board of directors had authorized the repurchase of up to $1,000,000 of RiceX common stock through the open market purchases for a one year period expiring October 22, 2003. Since implementation of the program, the company has acquired approximately $191,264 of common stock in the open market, representing approximately 732,170 shares. The company currently has 38,052,180 shares of common stock outstanding. The company is evaluating the possibility of approving a new repurchase program in the future, but no decision has been made at this time. About the RiceX Company RiceX manufactures highly nutritious pre

Ricex Co – BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT (August 14th, 2003)

EXHIBIT 4.1 SOP03009 THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT. THE RICEX COMPANY BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT --------------------

Ricex Co – The RiceX Company and Kreglinger Europe AGREEMENT ON EXCLUSIVE DISTRIBUTIONSHIP IN EUROPE (March 31st, 2003)

According to our previous verbal agreement we hereby confirm our appointment of KREGLINGER EUROPE N.V. and/or KREGLINGER BENELUX N.V. as the sole distributors in the “territory” for all products supplied by RICEX and made by RICEX or any toll-manufacturer contracted by RICEX. Kreglinger Europe also has the right and opportunity to market and sell all products on a non-exclusive basis outside the territory and North America.

Ricex Co – Contract (March 31st, 2003)

THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE “LAWS”). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

Ricex Co – Contract (August 13th, 2002)

THIS OPTION HAS BEEN ISSUED PRUSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE “LAWS”). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFORE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

Ricex Co – PUT/CALL AGREEMENT (May 10th, 2002)

This put/call agreement (the “Agreement”) is made as of this 15th day of January, 2002, by and between NutraStar Incorporated, a California corporation (“NutraStar”) and The RiceX Company, a Delaware corporation (“RiceX”).

Ricex Co – ALLIANCE CONSUMER INTERNATIONAL, INC. (March 29th, 2002)

This Subscription Agreement (this “Agreement”) is made and entered into as of the 10th day of December, 2001 by and between Alliance Consumer International, Inc., a California corporation (the “Company”), and the purchaser set forth on the signature page hereto (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7 of this Agreement.

Ricex Co – LICENSE AGREEMENT (March 29th, 2002)

This Agreement is made as of the day of January 2002, between The RiceX Company, a Delaware corporation located at 1241 Hawk’s Flight Court, El Dorado Hills, California 95762 (hereinafter called “Licensor”), and NutraStar Technologies Incorporated, a Nevada corporation located at 1261 Hawk’s Flight Court, El Dorado Hills, California 95762 (hereinafter called “Licensee”).

Ricex Co – CONTRACT FOR SERVICES (March 29th, 2002)

This contract for services (“Agreement”) is executed as of January 1, 2002, by and between The RiceX Company, a Delaware corporation (the “Company”) and Dr. Glenn H. Sullivan, an individual (“Contractor”).

Ricex Co – INDEMNITY AGREEMENT (March 29th, 2002)

This indemnity agreement (“Agreement”) is executed as of December 13, 2001 by and between The RiceX Company, a Delaware corporation (“RiceX”), and NutraStar Incorporated, a Nevada corporation (“NutraStar”).

Ricex Co – EXCLUSIVE DISTRIBUTION AGREEMENT (March 29th, 2002)

This Exclusive Distribution Agreement (this “Agreement”) is executed as of this 12th day of December 2001 between The RiceX Company, a Delaware Corporation (“RiceX”) and NutraStar Incorporated, a Nevada corporation (“NutraStar”). This Agreement will become effective as of the Effective Date (as defined in Section 1 hereof).

Ricex Co – Contract (August 10th, 2001)

THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

Ricex Co – CONSULTING AGREEMENT (August 10th, 2001)

This consulting agreement (“Agreement”) is executed as of March 15, 2001, by and between The RiceX Company, a Delaware corporation (“Company”) and JDK & Associates, Inc., a California corporation (“Consultant”).

Ricex Co – CONTRACT FOR SERVICES (May 15th, 2001)

This contract for services ("Agreement") is executed as of February 22, 2001, by and between The RiceX Company, a Delaware corporation (the "Company") and Dr. Glenn H. Sullivan, an individual ("Contractor").

Ricex Co – NONSTATUTORY STOCK OPTION AGREEMENT (April 17th, 2001)

EXHIBIT 4.45 THIS OPTION HAS BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT IS UNLAWFUL TO EXERCISE, SELL, PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION THEREFOR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT. THE RICEX COMPANY NONSTATUTORY STOCK OPTION AGREEMENT The RiceX Company, a Delaware corporation (the "Company"), hereby grants to Daniel L. McPeak, Sr. (the "Optionee"), an option (the "Option

Ricex Co – THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE (April 17th, 2001)

` EXHIBIT 4.44 THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25106 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES FILED UNDER THE ACT AND COMPLIANCE

Ricex Co – EMPLOYMENT AGREEMENT (November 14th, 2000)

EXHIBIT 10.49 EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is entered into as of April 1, 2000 between The RiceX Company, Inc., a Delaware corporation (the "Company"), and Daniel L. McPeak, Sr. (the "Employee"); WHEREAS, the Board of Directors of the Company (the "Board") has approved and authorized the entry into this Agreement with the Employee; and WHEREAS, the parties desire to enter into this Agreement setting forth the favorable terms and conditions for the employment relationship of the Employee with the Company with particular recognition of Employee's status as a founder of the Company and inventor of important elements of its technology and with special note of the many sacrifices and contributions made to the Company since its inception. NOW, THEREFORE, IT IS AGREED as follows: 1. EMPLOYMENT. The Emplo

Ricex Co – DEFINITIVE AGREEMENT FOR ISSUANCE AND SALE OF STOCK AND WARRANTS (November 14th, 2000)

EXHIBIT 4.59 DEFINITIVE AGREEMENT FOR ISSUANCE AND SALE OF STOCK AND WARRANTS This Definitive Agreement for the Issuance and Sale of Stock and Warrants (Agreement) is made as of this 29th day of September, 2000, by and between The RiceX Company, Inc., a Delaware corporation (RiceX), and Intermark Partners, LLC an Indiana limited liability corporation (Intermark). WITNESSETH: WHEREAS, RiceX desires to obtain additional funds to enable it to promote, develop and expand its rice bran stabilization business; WHEREAS, Intermark is prepared to furnish and supply funds to RiceX by subscribing for and purchasing shares of common stock and warrants of this company; WHEREAS, RiceX presently holds authorized capital stock together with certain company stock warrants that it is willing to issue to obtain funds; WHEREAS, Intermark is willing to purchase such RiceX capital stock and warrants under the terms

Ricex Co – THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE (November 14th, 2000)

EXHIBIT 4.60 THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25106 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES FILED UNDER THE ACT AND COMPLIANCE W