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nutrastar10ksbex10-1.txt

EMPLOYMENT AGREEMENT - MCPEAK



                              EMPLOYMENT AGREEMENT

                              --------------------



         THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of

November 1, 1999, by and between NUTRASTAR, INCORPORATED, a Nevada corporation

("Company"), and PATRICIA McPEAK, an individual ("Executive").



                                    RECITALS



     A. Company manufactures and distributes nutrition related products (as may

be modified and expanded from time to time, the "Company Business ").



     B. Company and Executive desire by this Agreement to provide for employment

of Executive by Company on the terms, conditions and provisions set forth below.



         NOW, THEREFORE, in consideration of the mutual covenants, conditions

and provisions set forth below, and for other good and valuable consideration

(receipt and sufficiency of which are hereby acknowledged), Company and

Executive agree as follows:



         1. Term. Company agrees to employ Executive, and Executive hereby

            ----

accepts such employment, in accordance with the terms of this Agreement,

continuing from and after the date of this Agreement, and ending on the earlier

of (i) October 31, 2009, or (ii) the mutual written agreement of Company and

Executive to terminate this Agreement (the "Terms").



         2. Duties. Executive shall serve as Chief Executive Officer and

            ------

President of Company throughout the Term. In the performance of Executive's

duties Executive shall report directly to, and shall be subject to the direction

of, the Board of Directors (the "Board") of Company, and to such limits on

Executive's duties as the Board may from time to time impose.



     The Executive hereby represents to the Company that she has discussed her

resignation of employment with her current employer. The RiceX Company, which

the Executive shall make effective no later than the date hereof, and that the

execution and delivery of this Agreement by the Executive and the Company and

the performance by the Executive of the Executive's duties hereunder shall not

constitute a breach of or otherwise contravene, the terms of any employment

agreement or other agreement or policy to which the Executive is a part, or

otherwise bound.



         3. Performance of the Duties, Outside Activities. Executive shall at as

            ---------------------------------------------

times throughout the Term act diligently on a full time basis to perform the

Duties, Except as provided below in clauses (a), (b) and (c) of this Section 3,

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Executive agrees, during the Term, not to provide employment or consulting

services to others outside the Company or otherwise engage in any other

business, profession or occupation for compensation or otherwise. Executive also

agrees to submit to a physical examination and otherwise cooperate with the

Company to enable the Company to obtain term life or other insurance covering

Executive if required to obtain such



                                       -1-













insurance under other provisions of this Agreement. Subject to the Executive's

compliance with the other provisions of this Agreement and any Confidential

Information Agreement in effect between Executive and the Company:



                (a) Executive may serve as a director on boards of directors of

other companies with the prior written consent of the Company which consent

shall not be reasonably withheld or delayed, and may serve any civic,

educational or charitable organization in any manner, that in each case

described in this clause (a) does not materially interfere with her duties to

the Company, and



                (b) Executive may also invest her own personal assets in

businesses to an extent that does not interfere with her duties to the Company,

does not require her time in managing or providing services in the day to day

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