EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”)   is entered into by and between NutraCea, a California corporation with principal offices at 5090 40 th North Street, Suite 400, Phoenix, Arizona 85018 (“ NutraCea ”   or the “ Employer ”)   and Leo Gingras, with principal residence at _____________________ (“ Employee ”)   effective as of July 28, 2009 (the “ Effective Date ”),   as follows:

A.           NutraCea previously employed Employee pursuant to the terms of an employment letter dated February 7, 2007 and executed by Employee February 8, 2007 (“ Letter Agreement ”) and a subsequently executed Employment Agreement dated January 8, 2008.  Employee commenced employment with NutraCea March 15, 2007 (“ Prior Employment Agreement ”).

B.           The parties desire to extend the term of the Prior Employment Agreement and set forth the revised terms and conditions of Employee’s employment.  The terms of this Agreement supersede and replace in its entirety the terms of the Letter Agreement and Prior Employment Agreement.

1.             Employment . NutraCea wishes to employ Employee and Employee agrees to provide services for NutraCea on the terms and conditions set forth below.

2.             Employment; Scope of Employment . Employee shall be employed as Chief Operating Officer of NutraCea, reporting to the Chief Executive Officer of NutraCea.  NutraCea reserves the exclusive right to designate and modify Employee’s specific duties from time to time in any manner consistent with Employee’s status as Chief Operating Officer.  No modification or change of Employee’s responsibilities and/or duties shall modify, change or revoke any provision of this Agreement.

2.1            Best Efforts; Full Working Time . Employee shall devote substantially all of his business time, attention, skill and experience and shall apply his best efforts to the performance of his duties and the business and affairs of NutraCea. Employee may engage in charitable activities and community affairs, and manage his personal investments and affairs, so long as such activities do not, either individually or in the aggregate, materially interfere with the proper performance of his duties and responsibilities hereunder.

2.3            Rules . Employee shall be bound by all the policies, rules, regulations plans, programs, agreements and arrangements of NutraCea now in force (collectively, the “ Existing Company Arrangements ”),   and by all other policies, rules, regulations, plans, programs, agreements and arrangements as may be hereafter implemented (collectively, the “ New Company Arrangements ”   and, together with the Existing Company Arrangements, the “ Company Arrangements ”)   and shall faithfully observe and abide by the same. No such policy, rule or regulation shall alter, modify or revoke Employee’s status as an at-will employee or any other provision of this Agreement.

2.4            Exclusive Services . During the Term, Employee shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, independent contractor or otherwise, promote, participate or engage in any activity or other business that is competitive with NutraCea's business operations; provided, however, that this provision shall not preclude or prohibit Employee from holding or obtaining an indirect and passive beneficial ownership, through a mutual fund or similar arrangement, of up to one percent of any publicly-held company which is competitive with NutraCea as long as he does not otherwise promote, participate or engage in the business operations of such company. Employee agrees that Employee shall not enter into an agreement to establish, form, contract with or become employed by a competing business of NutraCea while Employee is employed by NutraCea.

2.5            Non-Solicitation . To the fullest extent permissible under applicable law, Employee agrees that both during the Term and for a period of two (2) years following termination of this Agreement, Employee shall not take any action to induce employees or independent contractors, or customers, suppliers or vendors of NutraCea to sever their relationship with NutraCea or to accept an employment, independent contractor relationship, or other applicable relationship with any other business.

2.6            Office Location. Employee shall primarily perform his duties under this Agreement at NutraCea’s offices, but shall provide services at such other locations as the Chief Executive Officer may designate from time to time.

3.             Term and Termination; Payments upon Termination .

3.1           Term and Termination . Unless earlier terminated as described below, NutraCea hereby employs the Employee under this Agreement for a period commencing on the Effective Date and ending on June 30, 2012 (the “ Term ”).   The period commencing on the Effective Date and ending on June 30, 2010, and each succeeding twelve (12) month period during the Term, are each referred to herein as a “ Contract Year .”   The Term shall be extended automatically for successive one-year terms unless either party notifies the other party in writing at least one hundred and eighty (180) days prior to the expiration of the then-effective Term of such party's intention not to renew this Agreement.

(a)            Employee breaches a material term of this Agreement, which breach remains uncured for thirty (30) days after delivery of the Cause Notice (which Cause Notice shall describe the breach in sufficient detail to allow Employee the reasonable opportunity to cure the breach, if susceptible of being cured within such thirty (30) day period);

(b)            Employee has been grossly negligent or engaged in material willful or gross misconduct in the performance of his duties;

(c)            Employee has committed, as reasonably determined by the Board, or has been convicted by a court of law of fraud, moral turpitude, embezzlement, theft, other similar criminal conduct, or any felony;

(d)            Employee's habitual misuse of alcohol, drugs, or any controlled substance; or

(a)            Employee may terminate this Agreement for Good Reason, as defined herein, subject to and provided that Employee complies with the requirements of Section 3.1.2(b). As used herein, “ Good Reason ”   means (1) any material breach by NutraCea of any provision of this Agreement; (ii) a material reduction of Employee's duties or responsibilities (or the assignment of duties or responsibilities to Employee that are) not consistent or commensurate with and his position as Chief Operating Officer, but not including any reduction in Employee's duties during any investigation or proceedings initiated by NutraCea pursuant to Section 3.1.1 with regard to a possible termination of Employee for Cause; or (iii) any reduction of Employee's Base Salary other than as part of a general reduction of the salaries of all or substantially all NutraCea’s employees.

(b)            In order to terminate this Agreement for Good Reason, Employee shall provide NutraCea with (i) written notice of the Good Reason (which notice must be delivered within ninety (90) days following the date Employee first learns of the occurrence of the event constituting Good Reason and which notice shall describe the particulars of NutraCea's breach in sufficient detail to allow NutraCea the reasonable opportunity to remedy or eliminate the Good Reason(s), if susceptible of being remedied or eliminated); and (ii) thirty (30) days within which to remedy or eliminate the Good Reason(s). In the event that Employee provides such notice and NutraCea fails to remedy or eliminate the Good Reason(s) within such 30-day period, Employee shall be entitled to provide NutraCea with written notice (of not less that thirty (30) days) that Employee is terminating this Agreement as a result of such Good Reason(s).

3.1.3            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 reason other than Good Reason, death or Disability (as defined below) (a “ Voluntary Termination ”)   and (b) to specify in such notice a fixed date for the Voluntary Termination. A termination of this Agreement by reason of Employee's non-renewal shall be deemed to be a Voluntary Termination.

3.2            Payments upon Termination .

3.2.1     For Cause, Voluntary Termination, or Disability . If NutraCea terminates Employee's employment for Cause, or if Employee terminates by Voluntary Termination, or if either party terminates this Agreement due to Employee's Disability: (a) Employee shall be entitled to receive in a cash lump sum payment (less normal and customary deductions and withholdings) an amount equal to all accrued but unpaid compensation (including accrued but unused vacation leave) as of the date of such termination (such payment shall be made within the time period required by applicable law, but in no event later than thirty (30) days following the date of termination); and (b) all unvested portion of the Option (as defined below) shall terminate effective as of the date of termination, and, subject to Section 4.4, all vested portions of the Option shall remain outstanding and exercisable for twenty four (24) months following the date of termination.

3.2.2            Without Cause, for Good Reason, or Death .

   (a) In the event Employee's employment is terminated (i) by NutraCea other than for Cause (including by reason of NutraCea's election not to renew this Agreement pursuant to Section 3.1), (ii) by Employee for Good Reason, or (iii) due to Employee's death, Employee (or Employee's estate or legal representative) shall be entitled to: (A) a cash lump sum payment an amount equal to (1) all previously accrued but unpaid compensation (including accrued but unused vacation leave) as of the date of such termination, and (2) the Base Salary that Employee would have been paid had he remained employed with NutraCea for the remainder of the then-current Term (the amount described in this Section 3.2.2(a)(A)(3), the “ Severance Payment ”);   and all payments due under this Section 3 .2.2(a)(A) to be made no later than ten (10) days following the effective date of a mutual general release in a reasonable form prepared by NutraCea, and signed, by both Employee and NutraCea; and (B) the immediate vesting of the Option (as defined below), and the Option shall remain outstanding and exercisable for a period of ninety (90) days as provided in the 2005 Plan (as defined below).

(b) For purposes of this Agreement, “ Disability ”   shall mean that Employee, due to a physical or mental disability, has been substantially unable to perform his duties under this Agreement for a continuous period of ninety (90) days or longer, or for one hundred and twenty (120) days or more in any twelve (12)-month period.

3.2.3     Section 409A . Notwithstanding any provision of this Agreement to the contrary, if Employee is a "specified employee" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), he shall not be entitled to any payments upon a termination of his employment under any arrangement that constitutes "nonqualified deferred compensation" under Section 409A until the earlier of (1) the date which is six months after his separation from service (as such term is defined in Section 409A of the Code and the regulations and other published guidance hereunder) for any reason other than death, or (ii) the date of Employee's death. After the Date of Termination, Employee shall have no duties or responsibilities that are inconsistent with having a separation from service as of such date. Any amounts otherwise payable to Employee following a termination of employment that are not so paid by reason of this Section 3.2.3 shall be paid promptly following, and in any event within fifteen (15) days following, the date that is six (6) months after Employee's separation from service (or, if earlier, the date of Employee's death).

4.1            Base Salary . Employee shall be paid at a rate which, on an annualized basis, equals two hundred and fifty thousand dollars ($250,000) per year, as adjusted pursuant to this Section 4.1 (“ Base Salary ”).   The Base Salary shall be subject to normal payroll withholdings and NutraCea's standard payroll practices. Employee's Base Salary shall increase to two hundred and seventy five thousand dollars ($275,000) per year commencing January 1, 2010. Thereafter, for each subsequent Contract Year, Employee's Base Salary shall be subject to increase as determined by the Board in its discretion.

4.2            Bonus Payments .

4.2.1            Extension Bonus . NutraCea shall pay Employee a bonus (“ Extension Bonus ”)   of one hundred thousand dollars ($100,000) to Employee, payable fifty thousand dollars ($50,000) on or before November 30, 2009, and fifty thousand dollars ($50,000) on or before March 31, 2010. In the event Employee terminates this Agreement voluntarily or his employment is terminated by NutraCea for Cause prior to June 30, 2011, then Employee shall immediately return the full amount of the Extension Bonus to NutraCea.

4.2.2            Annual bonus Program . Employee shall participate in any NutraCea annual bonus program that is adopted by NutraCea and that is applicable to senior officers of NutraCea (subject to the terms and conditions of any such program). Any such annual bonus program must be approved by the NutraCea Compensation Committee and shall set forth objective criteria for bonus payments based on the financial performance of NutraCea. Such annual bonus program also shall set forth a target bonus objective for Employee,   which target bonus initially shall be seventy-five percent (75%) of his Base Salary. The actual annual bonus amount, if any, shall be paid in accordance with the terms of such program.

4.2.3            Discretionary Bonus . In addition, Employee shall be eligible for an annual discretionary bonus as determined by the NutraCea Compensation Committee or Board of Directors, after first obtaining the recommendations of such third party compensation consultants as may be selected by NutraCea. Such bonus may be paid in cash or stock incentives or a combination of cash and stock incentives.

4.3             Stock Options .

4.5            Business Expenses . Employee shall be reimbursed for re