0001140361-09-023581 Sample Contracts

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • October 20th, 2009 • Nutracea • Grain mill products • Arizona

This Agreement is entered into between NutraCea, a California corporation with principal offices at 5090 40th North Street, Suite 400, Phoenix, Arizona 85018 ("NutraCea" or "Company") and Crow & Associates, LLC with principal address at 8335 Walden Woods Way, Granite Bay, CA 95746 ("Contractor"). The parties agree as follows:

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EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance Agreement • October 20th, 2009 • Nutracea • Grain mill products • California

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:

SEVERANCE AND RELEASE AGREEMENT
Consulting Agreement • October 20th, 2009 • Nutracea • Grain mill products • Arizona

This Consulting Agreement ("Agreement") is made and entered into as of the 11 th day of November, 2008 by and between NutraCea, a California corporation (the "Company"), and Margie Adelman ("Consultant"). The Company desires to retain Consultant as an independent Consultant to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. Adelman and NutraCea are each sometimes referred to herein individually as a ''Party" or collectively as the "Parties". In consideration of the mutual promises contained herein, the parties agree as follows:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 20th, 2009 • Nutracea • Grain mill products • California

This Asset Purchase Agreement (this "Agreement"), is dated as of December 1, 2008, is by and between Farmers' Rice Cooperative, a cooperative association organized under the California Food and Agricultural Code ("FRC" or "Seller"), with principal offices at 2525 Natomas Park Drive, Sacramento, California 95851, and NutraCea, a California corporation with principal offices at 5090 40th North Street, Suite 400, Phoenix, Arizona 85018 ("Buyer"). Seller and Buyer agree as follows:

EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance Agreement • October 20th, 2009 • Nutracea • Grain mill products • California

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 and Todd C. Crow, an individual with principal address at 8335 Walden Woods Way, Granite Bay, CA 95746 ("Employee") as follows:

FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • October 20th, 2009 • Nutracea • Grain mill products • Arizona

PARTIES: Borrowers: NUTRACEA, a California corporation, and NUTRAPHOENIX, LLC, a Delaware limited liability company Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division

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