FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT

This Amendment (this “ Amendment ”) to the Employment Agreement (“ Employment Agreement ”) between NutraCea, a California corporation (“ NutraCea ”) and W. John Short (“ Employee ”) dated July 6, 2009, is entered into by and between NutraCea and Employee effective as of July 7, 2009.

WHEREAS, NutraCea and Employee have entered into the Employment Agreement;

WHEREAS, NutraCea and Employee wish to clarify and modify certain of the provisions of the Employment Agreement; and

WHEREAS, in order to memorialize such clarifications and modifications, NutraCea and Employee have agreed to enter into this Amendment.

NOW, THEREFORE, in consideration for the mutual promises set forth herein, the sufficiency of which is hereby agreed by the parties, the parties hereby agree as follows:

1.  Section 3.1.1(c) shall be deleted in its entirety and replaced with the following provision:

“Employee has committed, as reasonably determined by the Board in good faith, or has been convicted by a court of law of, fraud, moral turpitude, embezzlement, theft, other similar criminal conduct, or any felony;”

2.  Section 3.1.1(e)(ii) shall be deleted in its entirety and replaced with the following provision:

“(ii) failure to timely accept NutraCea’s written offer to become the Chief Executive Officer of NutraCea, so long as such offer has been made on or prior to August 31, 2009.”

3.  Section 3.1.3 shall be deleted in its entirety and replaced with the following provision:

“ Voluntary Termination of Employment .  Employee agrees (a) to provide at least one hundred and eighty (180) days’ prior written notice (a “ Voluntary Termination Notice ”) of his intention to voluntarily terminate his employment with NutraCea for any