0001144204-08-015917 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2008 • Nutracea • Grain mill products • California

This Employment Agreement (“Agreement”) is entered into by and between NutraCea, a California corporation with with principal offices at 5090 40th North Street, Suite 400, Phoenix, Arizona 85018 (“NutraCea”) and Leo Gingras, an individual residing at _________ (“Employee”) effective as of January 8, 2008 (“Effective Date”), as follows:

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Designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission] WHEAT BRAN STABILIZATION EQUIPMENT LEASE
Lease • March 17th, 2008 • Nutracea • Grain mill products • California

This Wheat Bran Stabilization Equipment Lease (“Lease”) is made and entered into as of January 24, 2008 between PT Panganmas Inti Nusantara, an Indonesian company (“PIN”), and NutraCea, a California corporation (“NutraCea”) on the following terms and conditions:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Brad Edson
Employment Agreement • March 17th, 2008 • Nutracea • Grain mill products

This First Amendment to Employment Agreement (the “Amendment”) by and between NutraCea, a California corporation (the “Employer”) and Brad Edson (the “Employee’), entered into as of the 10th day of December, 2004 (the “Agreement”), is made and effective as of the 8th day of January 2008. Capitalized terms not specifically defined hereunder shall have the meanings assigned to them under the Agreement.

Designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission] AMENDMENT OF LICENSE AND DISTRIBUTION AGREEMENT
License and Distribution Agreement • March 17th, 2008 • Nutracea • Grain mill products • California

This Amendment of License and Distribution Agreement (“Amendment”), is entered into by and between NutraCea, a California corporation located at 5090 North 40th Street, Suite 400, Phoenix, AZ 85018 (“NutraCea”), and Pacific Advisors Holdings Limited, a company incorporated under the laws of British Virgin Islands, located at 53 Cairnhill Road, Cairnhill Plaza #12-01, Singapore 229664 (“Pacific Advisors”), as of January ___, 2008 (“Effective Date”) on the following terms and conditions:

Designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission] AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT FOR GRAIN ENHANCEMENT, LLC
Limited Liability Company Agreement • March 17th, 2008 • Nutracea • Grain mill products • Delaware

This Amendment of Limited Liability Company Agreement (“Amendment”) of Grain Enhancement, LLC, a Delaware limited liability company (“Company”), is entered into by and between NutraCea, a California corporation located at 5090 North 40th Street, Suite 400, Phoenix, AZ 85018 (“NutraCea”), and Pacific Advisors Holdings Limited, a company incorporated under the laws of British Virgin Islands, located at 53 Cairnhill Road, Cairnhill Plaza #12-01, Singapore 229664 (“Pacific Advisors”), as of January 24, 2008 on the following terms and conditions:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Kody Newland
Employment Agreement • March 17th, 2008 • Nutracea • Grain mill products

This First Amendment to Employment Agreement (the “Amendment”) by and between NutraCea, a California corporation (the “NutraCea”) and Kody Newland (the “Employee’), entered into February 27, 2006 (the “Agreement”), is made and effective as of the 8th day of January 2008. Capitalized terms not specifically defined hereunder shall have the meanings assigned to them under the Agreement.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 17th, 2008 • Nutracea • Grain mill products

THIS STOCK PURCHASE AGREEMENT, dated as of the 24th day of January 2008 (the “Agreement”), is by and among Fortune Finance Overseas Ltd., a British Virgin Islands company (the “Seller”), and Medan, LLC, a limited liability company formed under the laws of the State of Delaware (the “Purchaser”).

NUTRACEA DIRECTOR STOCK OPTION AGREEMENT (For Non-Employee Directors)
Director Stock Option Agreement • March 17th, 2008 • Nutracea • Grain mill products • California

This Director Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between NutraCea, a California corporation (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2005 Equity Incentive Plan, as amended (the “2005 Plan”).

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