Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

Nutra SA, LLC Membership Interest Purchase Agreement

On December 29, 2010, NutraCea entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Nutra SA, LLC, NutraCea's wholly-owned subsidiary ("Nutra SA"), Industria Riograndens De Oleos Vegetais Ltda., Nutra SA's wholly-owned subsidiary ("Irgovel"), and AF Bran Holdings-NL LLC and AF Bran Holdings LLC (collectively, the "Investor").

Pursuant to the Purchase Agreement, the Investor agreed to purchase from NutraCea or Nutra SA, as applicable, an aggregate of 3,862,500 units in Nutra SA for an aggregate purchase price of $7,725,000 of which NutraCea will receive $4,000,000 of the proceeds. Following the consummation of the the foregoing transactions, NutraCea will own 7,000,000 units, or a 64.4% interest, in Nutra SA and the Investor will own 3,862,500, or a 35.6% interest, in Nutra SA.

In addition, upon the occurrence of certain events and conditions as described in the Purchase Agreement, the Investor may be required to purchase from NutraCea or Nutra SA, as applicable, or may elect to purchase from NutraCea, a number of units of Nutra SA, at $2.00 per unit, resulting in the Investor holding up to a 49% interest in Nutra SA.

NutraCea agreed to use $4,000,000 of the funds it received from the Investor from the purchase of units under the Purchase Agreement to repay amounts owed to its general unsecured creditors in accordance with its Amended Plan of Reorganization and for general corporate purposes. Nutra SA agreed to use all the funds it received from the sale of new units to the Investor under the Purchase Agreement to fund certain projects and to pay the administrative expenses of Nutra SA through the one year anniversary of the completion of such projects.

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