PURCHASE AGREEMENT

This Purchase Agreement (“ Agreement ”) by and among NutraCea, a California Corporation (“ NutraCea ”) and Ceautamed Worldwide, LLC, a Florida limited liability company (“ Purchaser ”) is entered into as of July 29, 2009 (“ Effective Date ”).  The parties hereto agree as follows:

1.               Background and Purpose .

1.1.            Vital Living Securities .  In April 2007, NutraCea purchased from their holders (“ Holders ”) (i) senior secured convertible promissory notes that Vital Living, Inc., a Nevada corporation (“ Vital Living ”) issued to various investors in December 2003 (“ Vital Living Notes ”) in the principal amount of approximately $4,226,446 and which NutraCea purchased for an aggregate purchase price of $4,226,446; and (ii) One Million (1,000,000) shares of Vital Living’s Series A Preferred Stock, which NutraCea purchased for $1,000,000 (“ Preferred Stock ”, and together with the Vital Living Notes, the “ Vital Living Securities ”).

1.2.            Vital Living Security Agreement .  Pursuant to its purchase of the Vital Living Securities, NutraCea was assigned rights under the security agreement entered into by and among Vital Living and the original purchasers of the Vital Living Notes (“ Existing Security Agreement ”).

1.3.            Vital Living Lawsuit .  On September 3, 2008, NutraCea filed a complaint against Vital Living in Superior Court of Arizona, Maricopa County (“ Court ”) (CV2008-021291) alleging breach of contract, common count, money lent, specific performance and injunctive relief (“ Action ”). On or about May 21, 2009, Vital Living filed a counterclaim against NutraCea alleging breach contract and fraud.

1.4             Letter of Intent .  On June 17, 2009, NutraCea and Purchaser executed a binding letter of intent (“ LOI ”) that set forth a summary of the terms of the transaction contemplated by this Agreement.  This Agreement supercedes in its entirety the LOI, which shall have no further force and effect.

1.5             Deposit .  In connection with the LOI, Purchaser delivered to NutraCea a deposit of Two Hundred Thousand Dollars ($200,000) (“ Deposit ”).

1.6             Assignment .  NutraCea desires to assign to Purchaser, and Purchaser desires to purchase from NutraCea, NutraCea’s rights in the Vital Living Securities, the Existing Security Agreement and the Action pursuant to the terms and conditions of this Agreement.

2.1.            Assignment as Payment .  Subject to the terms and conditions of this Agreement, Purchaser agrees to pay to NutraCea the Purchase Price (as defined below), and NutraCea agrees to assign to Purchaser (“ Assignment ”), on the Closing Date (as defined below) free and clear of any Liens created by NutraCea, (i) all the rights of NutraCea in the Vital Living Securities and the Existing Security Agreement, comprising the rights therein that NutraCea acquired from their holders in April 2007 and (ii) all the rights of NutraCea in the Action (collectively, the “ Purchased Assets ”).

2.2.            Purchase Price .  The purchase price (“ Purchase Price ”) for the Purchased Assets shall be Three Million Six Hundred Thousand Dollars ($3,600,000) plus the Earn-Out Consideration (as defined below), which shall be payable by:  (i) Purchaser’s release of the Deposit; (ii) the issuance by Purchaser to NutraCea of a Secured Promissory Note in the original principal amount of Three Million Four Hundred Thousand Dollars ($3,400,000) and in the form attached hereto as Exhibit A (“ Note ”), and (iii) the payment of the Earn Out Consideration pursuant to Section 2.3.

2.3             Earn-Out .  Purchaser shall pay to NutraCea or its successors, assigns or designees, an amount equal to ten percent (10%) of the Gross Revenues of Purchaser and its Subsidiaries (as defined in the Note) during the Earn-Out Period (as defined below) as provided in this Section 2.3 (“ Earn-Out Consideration ”).  As used herein, “ Gross Revenues ” means the entire amount of any and all revenues and/or consideration actually received, whether as payments, recoveries, charges or other forms of revenue actually received, and including, without limitation, any revenues or other consideration actually received by Purchaser or its Subsidiaries upon the sale, lease, license or other transfer of any of their rights, entitlements, or assets (including without limitation any rights to market or distribute products) less all sales taxes, commercially reasonable and bona fide credits (all of which credits must comply with the requirements of Section 7(b)(xi) of the Security Agreement identified in Section 4.1(c)) and returns actually paid or provided (collectively “ Setoffs ”) . For purposes of this Agreement, the “ Earn-Out Period ” shall mean the ten (10) year period beginning August 15, 2012 and ending on August 14, 2022.

(a)            On or before the tenth Business Day of the month following each month during the Earn-Out Period, Purchaser shall pay NutraCea in immediately available funds the Earn-Out Consideration earned on or before the last Business Day of the prior month. Notwithstanding the foregoing, in the event there is a Setoff in a subsequent month that amends the Gross Revenues and Earn-Out Consideration of a prior month (and which Setoff was not previously taken into account in the calculation of Gross Revenues), then the Earn-Out Consideration of the current month shall be adjusted and calculated dollar for dollar (“ Adjusted Earn-Out Consideration ”) to reflect the changes to the Earn-Out Consideration of the prior month.

(b)            Concurrently with the payment of any Earn-Out Consideration, Purchaser shall deliver to NutraCea in writing a notice that contains an unaudited statement setting forth, with respect to the month in which the Earn-Out Consideration Notice relates, Purchaser’s detailed calculation of the Gross Revenues and Setoffs of Purchaser and its Subsidiaries during such month setting forth reasonably relevant information and data reasonably requested by NutraCea.  If no Earn-Out Consideration is earned in a month, then Purchaser shall deliver to NutraCea a written notice on or before the tenth Business Day of the immediately following month that states that no Earn-Out Consideration was earned in the immediately preceding month.  Each of the notices described in this Section 3.2 shall be referred to herein as an “ Earn-Out Consideration Notice ”. NutraCea shall keep all documents and information supplied to it hereunder confidential pursuant to the terms of a fully executed mutual Non-Disclosure Agreement in the form attached hereto as Exhibit H.

(c)            Purchaser shall, and Purchaser shall cause its Subsidiaries to, cooperate with NutraCea and its representatives to enable them to review and verify the information contained in the Earn-Out Payment Notices and shall, up to one (1) time and date per quarter, provided at a reasonable location and time requested by NutraCea, within fifteen (15) Business Days after receipt of such request, such books, records and other information as NutraCea and NutraCea’s accountants and agents may reasonably request regarding the Earn-Out Payment Notice, and shall cause appropriate representatives of the Purchaser and its Subsidiaries to be reasonably available to discuss and respond to all questions of NutraCea and its accountants and agents with regard thereto (whether in person at Purchaser’s place of business or by telephone or other means of communication requested by NutraCea and its accountants and agents). If it is determined (whether by mutual agreement of Purchaser and NutraCea or otherwise) that a Earn-Out Consideration payment should have been paid and was not paid or that an actual Earn-Out Consideration payment that was made is less than ninety (90%) of the Earn-Out Consideration payment that should have been paid, then Purchaser shall pay all of NutraCea’s reasonable out of pocket expenses incurred (including reasonable accountants’ and reasonable attorneys’ fees and interest on the amount of money that was not timely paid, bearing interest from the time such amount should have been paid at five  percent (5%) per annum) under this Section 2.3 with respect to such Earn-Out Consideration payment.

(d)            If any Subsidiary of Purchaser exists after the date of this Agreement that did not exist on the date of this Agreement, Purchaser shall provide NutraCea with written notice of the existence of such Subsidiary within ten (10) Business Days after it becomes a Subsidiary of Purchaser and shall cause such Subsidiary to expressly assume the obligations of this Section 2.3 pursuant to a written agreement executed by NutraCea and such Subsidiary on terms and conditions reasonably acceptable to NutraCea.

(e)            If any Equity Interests are sold, assigned or otherwise transferred after the Closing to any entity other than Purchaser or one of Purchaser’s Subsidiaries or Purchaser’s Permitted Transferees and results in a Change in Control as defined in Section 8.1(k) of the Note, a condition to such transfer shall be that the party(ies) acquiring such Equity Interests be approved by NutraCea and agree to assume the liabilities of Purchaser pursuant to this Section 2.3 pursuant to a written agreement between NutraCea and such party(ies) on terms and conditions reasonably acceptable to NutraCea.

(f)             If any Equity Interests are sold, assigned or otherwise transferred after the Closing to any entity other than Purchaser or one of Purchaser’s Subsidiaries or Purchaser’s Permitted Transferees and does not result in a Change in Control as defined in Section 8.1(k) of the Note, the conditions to such transfer shall be that (i) the party(ies) acquiring such Equity Interests agree to comply with the obligations of Purchaser hereunder, and (ii) all of the consideration from the sale, assignment or transfer shall be provided to Purchaser, with no portion provided to any of Purchaser’s owners or affiliates and no portion subsequently distributed or paid to Purchaser’s owners or affiliates for any reason.

(g)            Notwithstanding the foregoing, Purchaser shall be permitted to sell, assign or otherwise transfer Equity Interests to a third party that is not affiliated with or related to Purchaser in a good faith and arms-length transaction that results in a Change in Control as defined in Section 8.1(k) of the Note; provided, that at the same time as such sale, assignment or transfer of Equity Interests Purchaser or the third party acquires NutraCea’s rights to receive the Earn-Out Consideration by payment to NutraCea of (i) cash in the amount of the Earn-Out Price and (ii) prepayment in full of all principal, accrued interest and other amounts that are payable or will become payable under the Note. For purposes of this Agreement, “ Earn-Out Price ” means the greater of (x) $6,000,000 minus the amount of any prior reductions by Purchaser of the principal balance then owing under the Note, and (y) the Applicable Percentage, as defined below, multiplied by  the Earn-Out Value, as defined below.  Between the Effective Date of this Agreement and the four year anniversary of such date, the “ Applicable Percentage ” shall be twenty five percent (25%). Between the four year anniversary of the Effective Date and the eight year anniversary of the Effective Date, the “ Applicable Percentage ” shall be twenty percent (20%). Following the eight year anniversary of the Effective Date the “ Applicable Percentage ” shall be fifteen percent (15%).  For purposes of this Agreement, “ Earn-Out Value ” means the value of one hundred percent (100%) of the equity interests of Purchaser, as determined by a third party certified public accountant reasonably acceptable to both NutraCea and Purchaser, based on the price per percent of Purchaser’s Equity Interests as sold, assigned or transferred by Purchaser in such Change in Control transaction. For the purposes of this Agreement, the term “Permitted Transferees” shall mean any one of the following: (i)  A transferee by will; (ii) A transfer to a spouse (or widow or widower) of the transferor, and/or to the transferor’s father or mother, and/or to the transferor's children (including step-children and adopted children) and/or to the transferor’s sibling or a trust established solely for the benefit of such persons (each a “Permitted Family Member”) provided that the operational and management control over the Equity Interest of the transferor does not change.

(h)            Subject to the Permitted Related Party Threshold as it relates to actual products (but in no event to any rights related to such products or to any other assets or rights of Purchaser), during the Earn-Out Period, the consideration paid or received in consideration of a Related Party Transaction shall be no less than the amount of consideration that would be paid if such transaction were completed with an unrelated third party.  For purposes of this Agreement, a “ Related Party Transaction ” shall be any transaction (including without limitation a distribution, licensing, sales or assignment transaction) among or between Purchaser, its Subsidiaries, any of the underlying equity holders, or any of their affiliates or family members of their affiliates. For purposes of this Agreement, the “Permitted Related Party Threshold” shall be $25,000 in product value during in any trailing twelve month period.

(i)             Subject to the written consent of NutraCea, from the date hereof through the end of the Earn-Out Period, Purchaser shall operate the Business only through itself and its Subsidiaries that have been approved in writing by NutraCea and not through a “parent” entity.

3.               Closing .  Subject to the satisfaction or waiver of the conditions set forth in Section 7 below, the Assignment shall take place at one closing (“ Closing ”).  The Closing take place at the offices of Weintraub Genshlea Chediak Law Corporation, 400 Capitol Mall, Eleventh Floor, Sacramento, CA 95814, at 10:00 a.m. Sacramento time on July 27, 2009, or any other date agreed to by the parties hereto (“ Closing Date ”).

4.               Transactions to be Effected at the Closing .  At the Closing:

4.1             Deliveries by Purchaser .  Purchaser shall deliver or cause to be delivered to NutraCea:

(a)            the Note, duly executed by Purchaser;

(b)            written authorization by Purchaser for NutraCea and NutraCea’s counsel to release the Deposit to NutraCea;

(c)            a security agreement (“ Security Agreement ”) in the form attached hereto as Exhibit B duly executed by Purchaser (including execution of all exhibits thereto);

(d)            a Confession of Judgment Statement and Attorney’s Declaration in Support of Confession of Judgment Statement (collectively “ Confession of Judgment ”) in the forms attached hereto as Exhibit C-1 and Exhibit C-2 duly executed by Purchaser and legal counsel for Purchaser (which counsel must qualify in accordance with applicable law to execute such document);

(e)            a Mutual Release (“ Mutual Release ”) in the form attached as Exhibit F, duly executed by Guarantor, Vital Living, NutraCea and Purchaser;

(f)            a cash management agreement (“ Cash Management Agreement ”) in the form attached hereto as Exhibit J , duly executed by Purchaser;

(g)            a guaranty (“ Guaranty ”) in the form attached hereto as Exhibit D , duly executed by Stuart Benson (“ Guarantor ”, and together with this Agreement, the Note, the Security Agreement, Mutual Release, Release, the Confession of Judgment, and the Cash Management Agreement, the “ Transaction Documents ”); and

(h)            a good standing certificate for Purchaser certified by the Secretary of State of Delaware, dated as of a date within ten calendar days before the Closing Date.

4.2             Deliveries by NutraCea .  At the Closing, NutraCea shall deliver to Purchaser:

(a)            a written assignment of the Purchased Assets in the form attached hereto as Exhibit E (“ Assignment Document ”), duly executed by NutraCea;

(b)            a release (“ Release ”) executed by W