EMPLOYMENT SEVERANCE AGREEMENT

This Employment Severance and Release Agreement ("Agreement") is made by and between NutraCea, with a principal business address at 5090 North 40th Street, Phoenix, AZ 85018 ("Employer") and Bradley D. Edson, an individual with a principal address at 4213 N. Jokake Road, Scottsdale, AZ 85251 ("Employee") as follows:

1.             Buyout of Employment Agreement. Employee was employed by Employer pursuant to a written employment agreement dated December 10, 2004 and amended January 8, 2008 (the "Employment Agreement"). Employer and Employee now mutually agree that for the consideration specified in this Agreement, NutraCea shall buyout the Employment Agreement (except for those provisions expressly excepted herein) effective March 9, 2009 (the "Buyout Date") and Employee shall resign on the Buyout Date. The parties acknowledge that Employee has resigned as a member of Employer's Board of Directors.

2.             Severance Payments. NutraCea shall pay to Employee six (6) months of Employee's current annual base salary of $312,100, as described in the Employment Agreement (the "Severance Payment"). The total amount of the Severance Payment shall be $156,050.

2.2.            Medical and Health Benefits. Medical and health coverage for Employee and his dependents under NutraCea's health insurance plans will continue through April 30, 2009. Thereafter, NutraCea shall reimburse employee for his COBRA payments to continue medical and health coverage for himself and his dependents for six (6) months beginning May 1, 2010 through October 31, 2010. Employee hereby permanently and irrevocably waives the right to receive premium assistance under the American Recovery and Reinvestment Act of 2009.

2.3             Warrant/Stock Option Grants, NutraCea acknowledges that Employee holds the warrants, stock options and/or other stock acquisition rights identified on Exhibit A.

2.4             Furniture/Office Equipment. NutraCea shall purchase from Employee the furniture and office equipment itemized on Exhibit B for Five Thousand Dollars ($5,000.00) payable within ten (10) days of the Buyout Date.

3.              Payment of Salary. Employee's vacation and sick leave shall cease accruing on the Buyout Date. Aside from the severance payments set forth in Section 2 of this Agreement, NutraCea agrees that it will pay to Employee all salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due to Employee within five (5) calendar days from the Buyout Date of this Agreement.

4.              Business Expenses. NutraCea shall reimburse Employee for all business expenses he has incurred, in accordance with NutraCea's reimbursement policy within five (5) calendar days from the Buyout Date of this Agreement.

5.              Employee's Continued Right To Indemnification. The provisions of Section 11 ("Indemnification") of the Employment Agreement shall survive and remain in full force and effect for Employee's benefit.

6.              Non-Disparagement. The parties will not knowingly make any statement, oral or written, or cause or allow to be published in its/his name, any statement, interview, article, editorial or commentary (oral or written) that is critical, disparaging or derogatory of the other party or their respective businesses or personnel and former personnel (including current or former employees, directors and officers). Nothing in this Agreement, however, prohibits or restricts the parties from responding truthfully and factually to any inquiry by the Securities and Exchange Commission, any other regulatory or governmental agency, any self-regulatory organization, in response to any civil process or when otherwise required by law.   Nor shall anything in this agreement be construed as prohibiting or restricting the parties from making truthful factual statements in response to inquiries from investors, shareholders and/or creditors or any potential investor, creditor or shareholder. The parties further acknowledge and agree that prior to the execution of this Agreement, the law firm of Osborn Maledon, P.A. had been retained by NutraCea to conduct an independent review. The parties acknowledge and agree that statements by Osborn Maledon P.A. relating to its review, oral or written, are not statements of the Company and shall not be construed as such.

7.              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.

8.              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.

9.             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.

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 t