SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “ Second Amendment ”) is executed as of July 18, 2008 by and among NUTRACEA, a California corporation (“ Employer ”), and TODD C. CROW, an individual (“ Employee ”).

A.   WHEREAS , Employer, Employee and The RiceX Company, a Delaware corporation, are parties to that certain Employment Agreement dated as of October 20, 2003 (the “ Agreement ”);

B.   WHEREAS , Employer, Employee and The RiceX Company are parties to that certain First Amendment to Employment Agreement dated as of October 5, 2005;

C.   WHEREAS , Employer and Employee desire to amend the Agreement as set forth in this Second Amendment;

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Amendment . The following paragraphs are amended and restated or added, as applicable, as follows:

a.   Section 3., Term of Employment , is amended by deleting the entire paragraph thereof and adding the following paragraph:

“3. Term of Employment . Employee’s term of employment pursuant to this Agreement shall commence on the July 21, 2008 and shall terminate on the earlier of (i) March 31, 2009, or (ii) upon Employer’s appointment of a successor chief financial officer, or (iii) upon a Change of Control of Employer (as such term is defined below). Upon termination of this Agreement, the Employment Severance Agreement, attached hereto as Exhibit A , and the Independent Contractor Agreement, attached hereto as Exhibit B , shall immediately become effective; provided that such Employment Severance Agreement and Independent Contractor Agreement shall not become effective and shall have no force or effect if Employee resigns prior to the expiration of the term set forth in the first sentence of this Section 3. The parties agree to take all actions necessary to accomplish the foregoing to effect and execute the Employment Severance Agreement and the Independent Contractor Agreement. For purposes of this Agreement, “Change of Control” of Employer is defined as the date of (i) the consummation of a merger or consolidation of Employer with any other corporation or the acquisition of shares of stock in Employer by a third party, which results in the voting securities of Employer outstanding immediately prior thereto failing to represent (either by   remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or (ii) the consummation of the sale or disposition by Employer of all or substantially all of Employer's assets.”

2.   Affirmation . In order to induce each other to enter into this Second Amendment, the parties hereby confirm that all terms and provisions of the Agreement have been and continue to be in all respects in full force and effect, and no violation of the terms and conditions of the Agreement has occurred.

3.   Effective Date; Assignment and Assumption . This Second Amendment shall become effective only upon the Effective Time. Effective immediately from and after the Effective Time, (i) all of Company’s right, title and interest in and to the Agreement, as amended by this Second Amendment, shall be deemed to have been assigned, granted, bargained, transferred, conveyed, set over and delivered unto Employer, and (ii) Employer shall be deemed to have assumed the Agreement, as amended by this Second Amendment, and shall faithfully and timely discharge and perform each and every obligation of Company arising under the Agreement, as amended by this Second Amendment.

4.   Modification; Interpretation . Except as expressly set forth in this Second Amendment, this Second Amendment shall not alter, amend, or otherwise modify the terms and provisions of the Agreement. From and after the Effective Time, all references in the Agreement to “the Agreement,” “this Agreement” or any similar reference shall refer to the Agreement as amended by this Second Amendment. From and after the Effective Time, all references in the Agreement to “Employer,” or any similar reference shall refer to NutraCea, a California corporation. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement or the Merger Agreement.

5.   Approval by Company’s Board of Directors . Company hereby represents that its Board of Directors has duly approved the terms of this Second Amendment.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first set forth above.

This Employment Severance and Release Agreement (“Agreement”) is made by and between NutraCea, with a principal business address at 5090 North 40 ^th Street, Phoenix, AZ 85018 and Todd C. Crow, an individual with principal address at 8335 Walden Woods Way, Granite Bay, CA 95746 (“Employee”) as follows:

1.   Separation from Employment . Employee’s employment with NutraCea terminated pursuant to the Employment Agreement originally entered into on October 20, 2003, and amended pursuant to the First Amendment to Employment Agreement dated October 5, 2005, and the Second Amendment to Employment Agreement dated July 19, 2008 (collectively “Employment Agreement”). Such date of termination is referred to herein as the “Termination Date”. This Agreement shall be effective as of such Termination Date unless otherwise provided in the Employment Agreement.

2.   Severance Payments . NutraCea does not have a policy or obligation to pay severance pay, but nevertheless, agrees to make severance payments to Employee as set forth in this Section 2. Subject to and conditioned upon Employee’s compliance with each and every obligation of Employee set forth herein, specifically including, without limitation, Employee’s obligations of no disparagement, no solicitation, non-interference, and confidentiality as set forth in Sections 9, 10 and 11 of this Agreement,   NutraCea agrees to pay to Employee one lump sum severance payment equal to Employee’s current annual salary, which is equal to the annual salary amount payable to Employee pursuant to the Employment Agreement as in effect immediately prior to the Termination Date. (the “Severance Payment”). In addition to the Severance Payment, NutraCea agrees to pay in full on or prior to the Termination Date, the car lease referenced on Exhibit A attached hereto, and to assign to Employee the computer items referenced on Exhibit A attached hereto.

2.1.   Payments Schedule; Withholding . NutraCea shall pay Employee the Severance Payment in accordance with NutraCea’s standard payroll practices. The severance payment shall be subject to the customary withholding tax and other employment taxes as required with respect to compensation paid to its employees.

2.2.   Medical and Health Benefits . Employee will also be offered the opportunity for continued coverage under NutraCea’s health insurance plans until March 31, 2009. Thereafter, NutraCea shall reimburse employee for his subsequent COBRA payments made after March 31, 2009 and continuing for eighteen (18) months thereafter, unless during such time, Employee becomes eligible to obtain coverage under Medicare Plans A and B, in which case, NutraCea shall be under no further obligation to reimburse Employee for such COBRA payments. NutraCea’s insurance agent will send Employee information regarding this coverage.

2.3   Stock Option Grants. The options, warrants and any other rights identified on Exhibit B , as acknowledged and approved by the Company’s CEO will remain vested, or shall become vested and capable of exercise pursuant to their terms, as provided in the stock option agreements delivered pursuant to NutraCea’s equity incentive plans. All options assumed by NutraCea from RiceX identified on Exhibit B are (1) approved to be exercisable using a cashless exercise (net exercise) provision, provided this method of exercise is chosen by optionee as the method of exercise; and (2) amended in the event the optionee dies or becomes disabled, the expiration period shall be one year from the date of death or disability. Additionally, the options which are scheduled to expire on October 4, 2008 shall be amended to extend the expiration period three years from termination date. The Company shall also waive all performance requirements for the option issued to Employee on January 8, 2008.

3.   Payment of Salary. Employee’s vacation and sick leave shall cease accruing on the Termination Date. Aside from the severance payments set forth in Section 2 of this Agreement, Employee acknowledges and represents that NutraCea has paid all salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due to Employee .

4.   Business Expenses . Employee acknowledges and warrants to NutraCea that Employees has been reimbursed for all business expenses, in accordance with NutraCea’s reimbursement policy .

5.   Release of Liability . Employee acknowledges that he enters this Agreement freely and voluntarily, and agrees as follows:

5.1   ADEA Waiver. Employee acknowledges that he is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”). Employee also acknowledges that the consideration given for the waiver and release pursuant to this Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this Agreement in writing, as required by the ADEA, that:

5.2   Statutory Claims . Employee acknowledges that Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustments Assistance Act of 1974, the Federal Family and Medical Leave Act of 1993, the California Family Rights Act of 1991, the Federal Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act, as amended, and applicable provisions of California's Labor Code provide the right to an employee to bring charges, claims or complaints against an employer if Employee believes he has been discriminated against on a number of bases, including race, ancestry, color, religion, sex, marital status, national origin, age, status as a veteran of the Vietnam era, request or need for family or medical leave, physical or mental disability, medical condition or sexual preference. Employee, with full understanding of the rights afforded to him or her under these federal and state laws, agrees that he will not file, or cause to be filed against NutraCea, any charges, complaints, or actions based on any alleged violation of these federal and state laws, or any successor or replacement federal or state laws. Employee hereby waives any right to assert a claim for relief available under these federal and state laws including, but not limited to, back pay, front pay, attorneys’ fees, damages, consequential damages, punitive damages, reinstatement, or injunctive relief, which Employee may otherwise recover based on any alleged violation of these federal and state laws, or any successor or replacement federal or state laws.

5.3.   Common Law Claims. Employee acknowledges that he may have certain common law rights to file a lawsuit claiming wrongful discharge in violation of an express and/or implied contract or in violation of a public policy. Employee expressly waives any and all tort and/or contract claims that he may have against NutraCea for wrongful discharge, misrepresentation, fraud, defamation, interference with prospective business advantage, interference with contractual relationships, intentional and/or negligent infliction of emotional distress, negligence, promissory estoppel, and/or breach of the covenant of good faith and fair dealing.

5.4   General Release . Employee hereby irrevocably and unconditionally releases and forever discharges NutraCea and all of its officers, agents, directors, supervisors, employees, representatives, affiliates, related companies, and their successors and assigns and all persons acting by, through, under or in concert with any of them from any and all charges, complaints, grievances, claims, actions, and liabilities of any kind (including attorneys’ fees, interest, expenses and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “Claims”), which Employee has or may have in the future, arising out of Employee’s employment with NutraCea. All such Claims are forever barred by this Agreement and without regard to whether these Claims are based on any alleged breach of duty arising in contract or tort, any alleged employment discrimination or other unlawful discriminatory act, or any claim or cause of action regardless of the forum in which it may be brought, including without limitation, claims under the National Labor Relations Act (to the extent permitted by law), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1964, as amended, the Americans With Disability Act, the Federal Family and Medical Leave Act of 1993, the Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the California Family Rights Act of 1991, the Federal Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act, as amended, and applicable provisions of California's Labor Code.

6.   Confidential Information . Employee acknowledges that during the course of his duties with NutraCea, he handled confidential information of NutraCea and its affiliates. Employee agrees he will retain in the strictest confidence all confidential matters which relate to NutraCea or its affiliates, including, without limitation, pricing lists, business plans, financial projections and reports, business strategies, internal operating procedures and other confidential business information from which NutraCea derives an economic or competitive advantage or from which NutraCea might derive such advantage in its business, whether or not labeled “secret” or “confidential,” and not to disclose directly or indirectly or use by him in any way, at any time, except as permitted by law.

7.   Trade Secrets . Employee shall not disclose to any others or take or use for Employee’s own purposes or purposes of any others at any time, any of NutraCea’s trade secrets, including without limitation, confidential information; customer lists; information concerning current or any future and proposed work, services or products; or the fact that any such work, services or products are planned, under consideration, or in production, as well as any description thereof. Employee agrees that these restrictions shall also apply to (i) trade secrets belonging to third parties in NutraCea’s possession and (ii) trade secrets conceived, originated, discovered or developed by Employee during the term of his employment.

8.   Inventions; Ownership Rights . Employee agrees that all ideas, techniques, inventions, systems, formulas, discoveries, technical information, programs, prototypes and similar developments (“Developments”) developed, created, discovered, made, written or obtained by him or her in the course of or as a result, directly or indirectly, of performance of his duties to NutraCea, and all related industrial property, copyrights, patent rights, trade secrets and other forms of protection thereof, shall be and remain the property of NutraCea. Employee agrees to execute or cause to be executed such assignments and applications, registrations and other documents and to take such other action as may be requested by NutraCea to enable NutraCea to protect its rights to any such Developments.

9.   No Disparagement . The parties agree to treat each other respectfully and professionally and not disparage the other party, or the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both Employee and NutraCea will respond accurately and fully to any question, inquiry or request for information when required by the legal process.

10.   Non-Interference; No Solicitation . Employee agrees not to unlawfully interfere with any of NutraCea’s contractual obligations with others. Furthermore, Employee agrees during a period of two (2) years after the date of this Agreement, not to, without NutraCea’s express written consent, on his behalf or on behalf of another: (i) contact with the intent to solicit or solicit the business of any client, customer, creditor or licensee of NutraCea, or (ii) contact with the intent to solicit or solicit employees of NutraCea to leave their employment, other than clerical employees. Employe