February 1, 2001 Mr. Charles R. Godchaux 800 Homeplace Abbeville, Louisiana 70510 Re: AMENDMENT TO CONSULTING AGREEMENT Dear Charles: The purpose of this letter is to amend the Consulting Agreement between you and the Company dated July 1, 1994....

                                                                    EXHIBIT 10.2



                               RIVIANA FOODS INC.


                                 P. O. Xxx 0000
                              Xxxxxxx, Xxxxx 00000

                                                       Telephone: (000) 000-0000
                                                             Fax: (000) 000-0000

                                February 1, 2001


Xx. Xxxxxxx X. Xxxxxxxx
000 Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000

         Re:  AMENDMENT TO CONSULTING AGREEMENT

Dear Xxxxxxx:

         The purpose of this letter is to amend the Consulting Agreement between
you and the Company dated July 1, 1994.

         Effective as of February 1, 2001, the rate paid by the Company to you
as set forth in paragraph 2. of the Agreement shall be $45,000 per year.

         All other terms of the Consulting Agreement shall remain in full force
and effect.

         Please indicate your agreement by signing and returning a copy to me.

                                                Yours very truly,

                                                RIVIANA FOODS INC.


                                                By: /s/ Xxxxxx X. Xxxxxx, Xx.
                                                    ----------------------------
                                                    Xxxxxx X. Xxxxxx, Xx.
                                                    President


The foregoing agreement is
hereby accepted and agreed.

/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, Consultant