0000912057-02-012409 Sample Contracts

EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • March 29th, 2002 • Ricex Co • Grain mill products • California

This Exclusive Distribution Agreement (this “Agreement”) is executed as of this 12th day of December 2001 between The RiceX Company, a Delaware Corporation (“RiceX”) and NutraStar Incorporated, a Nevada corporation (“NutraStar”). This Agreement will become effective as of the Effective Date (as defined in Section 1 hereof).

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INDEMNITY AGREEMENT
Indemnification Agreement • March 29th, 2002 • Ricex Co • Grain mill products • California

This indemnity agreement (“Agreement”) is executed as of December 13, 2001 by and between The RiceX Company, a Delaware corporation (“RiceX”), and NutraStar Incorporated, a Nevada corporation (“NutraStar”).

CONTRACT FOR SERVICES
Contract for Services • March 29th, 2002 • Ricex Co • Grain mill products • California

This contract for services (“Agreement”) is executed as of January 1, 2002, by and between The RiceX Company, a Delaware corporation (the “Company”) and Dr. Glenn H. Sullivan, an individual (“Contractor”).

LICENSE AGREEMENT
License Agreement • March 29th, 2002 • Ricex Co • Grain mill products • California

This Agreement is made as of the day of January 2002, between The RiceX Company, a Delaware corporation located at 1241 Hawk’s Flight Court, El Dorado Hills, California 95762 (hereinafter called “Licensor”), and NutraStar Technologies Incorporated, a Nevada corporation located at 1261 Hawk’s Flight Court, El Dorado Hills, California 95762 (hereinafter called “Licensee”).

ALLIANCE CONSUMER INTERNATIONAL, INC.
Subscription Agreement • March 29th, 2002 • Ricex Co • Grain mill products • California

This Subscription Agreement (this “Agreement”) is made and entered into as of the 10th day of December, 2001 by and between Alliance Consumer International, Inc., a California corporation (the “Company”), and the purchaser set forth on the signature page hereto (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7 of this Agreement.

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