<PAGE>
                                                                    EXHIBIT 10.6

                                                     PRIVILEGED AND CONFIDENTIAL

                              EMPLOYMENT AGREEMENT


            AGREEMENT, made May 30, 2003, by and between Seminis Merger Corp., a
Delaware corporation ("Seminis Merger Corp.") and Mateo Mazal Beja (the
"Executive").

                                    RECITALS

         WHEREAS Seminis, Inc. (the "Company") intends to enter into an
Agreement and Plan of Merger dated on May 30, 2003 by and among the Company,
Seminis Acquisition LLC and Seminis Merger Corp. (the "Merger Agreement")
pursuant to which, at the Effective Time (as defined in the Merger Agreement),
the Company will be the surviving corporation in the Merger (as defined in the
Merger Agreement); and

         WHEREAS in order to induce Executive to serve as the Senior Vice
President - Human Resources and IT of the Company following such Merger, Seminis
Merger Corp. desires to provide Executive with compensation and other benefits
on the terms and conditions set forth in this Agreement; and

            WHEREAS, Executive is willing to accept such employment and perform
services for the Company on the terms and conditions hereinafter set forth:

            NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:

         1. Employment.

         1.1 With the exception of Section 3.5(f) of this Agreement, which shall
become effective as of the date hereof, this Agreement shall become effective as
of the Closing Date (as defined in the Merger Agreement) (the "Effective Date")
and, except as otherwise expressly
<PAGE>
provided herein, shall be of no force or effect prior to such date, or in the
event the Merger Agreement is terminated prior to the consummation of the
Merger.

         1.2 Subject to the terms and conditions of this Agreement, Seminis
Merger Corp. agrees to employ Executive during the Term (as defined below) as
Senior Vice President - Human Resources and IT of the Company. In his capacity
as Senior Vice President - Human Resources and IT of the Company, Executive
shall report to the Company's Chief Executive Officer (the "CEO") and shall have
the customary powers, responsibilities and authorities of Senior Vice Presidents
of corporations of the size, type and nature of the Company, as it exists from
time to time.

         1.3 Subject to the terms and conditions of this Agreement, Executive
hereby accepts employment as the Senior Vice President - Human Resources and IT
of the Company, commencing on the Effective Date.

         1.4 Executive shall perform his duties under this Agreement with
reasonable diligence and faithfulness, and shall devote his full business time
(excluding any periods of vacation or sick leave) and attention to such duties.
Nothing in this Agreement shall preclude Executive from engaging in charitable
and community affairs, from managing any passive investment made by him in
publicly traded equity securities or other property or from continuing to serve
as a member of the board of directors or as a trustee of any other corporation,
association or entity with respect to which Executive serves as a director or
trustee as of the date of this Agreement, or, with the prior written consent of
the Committee (as defined in Section 3.2 hereof), such consent not to be
unreasonably withheld, serving as a member of a board of directors or as a
trustee of any other corporation, association or entity, provided, that these


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activities do not interfere with the performance of Executive's duties and
responsibilities hereunder or violate the provisions of Section 12 of this
Agreement.

         1.5 The Executive agrees to serve, without additional compensation, as
an officer and director for each of the Company's 20% or more owned
subsidiaries, partnerships, joint ventures, and limited liability companies
(collectively, such entities, the "Affiliated Group"), provided, that such
service does not materially interfere with the Executive's performance of his
duties and responsibilities as Senior Vice President - Human Resources and IT of
the Company.

         1.6 Executive's principal location of employment shall be at the
Company's offices located in Oxnard, California, provided, that Executive may be
required under reasonable business circumstances to travel outside of such
location in connection with performing his duties under this Agreement.

         2. Term of Employment. Executive's term of employment under this
Agreement shall commence on the Effective Date and, subject to the terms hereof,
shall terminate on the earlier of (i) the third anniversary of the Effective
Date (the "Termination Date") or (ii) the termination of Executive's employment
pursuant to this Agreement (the period from the Effective Date until the
termination of Executive's employment under this Agreement shall be the "Term").
This Agreement shall be renewed automatically for succeeding terms of one (1)
year following the Termination Date (in which case both the Termination Date and
the Term shall be extended one year on each renewal), unless either party gives
written notice to the other at least 120 days prior to the applicable
Termination Date of its intention not to renew.

         3. Compensation and Equity Awards.

         3.1 Salary. The Company shall pay Executive an initial annual base
salary of $400,000. The Base Salary shall be reviewed by the Company no less
frequently than annually



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in a manner consistent with similarly situated executives of the Company and may
be increased but not decreased. For all purposes under this Agreement, the term
"Base Salary" shall refer to Base Salary as in effect from time to time. Base
Salary shall be payable in accordance with the ordinary payroll practices of the
Company.

         3.2 Annual Bonus. During the Term, Executive shall be eligible to
receive an annual bonus (the "Bonus") with a target Bonus set at 65% of Base
Salary (the "Target Bonus") and a maximum Bonus of 81.25% of Base Salary. Such
Bonus shall be based upon the satisfaction of performance objectives and shall
be determined on a weighted basis comprised of the following criteria:

         (i)      Targets (as defined in the Stockholders' Agreement, of even
                  date herewith, by and among Seminis Merger Corp. and the
                  Persons listed on the signature pages thereto (the
                  "Stockholders' Agreement")) - 40% (the "Target Component");

         (ii)     Executive performance goals established annually by the
                  Compensation Committee (the "Committee") of the Board of
                  Directors of the Company (the "Board") - 20% (the "Individual
                  Component");

         (iii)    Milestones based upon Company net sales as set forth in the
                  Approved Annual Business Plan (as defined in the Stockholders'
                  Agreement) - 20% (the "Sales Component"); and

         (iv)     Milestones based upon Company net working capital as set forth
                  in the Approved Annual Business Plan - 20% (the "Net Working
                  Capital Component")

(items (i) through (iv) collectively, the "Performance Objectives," and each,
separately, a "Performance Objective"). During any fiscal year in which an
Approved Annual Business Plan has been adopted in accordance with the
Stockholders' Agreement, the Bonus shall be equal to


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the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for the Target
Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the
Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for
the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for
the Net Working Capital Component), where the Target Bonus is expressed in
dollars and the Applicable Percentage with respect to any given Performance
Objective is determined in accordance with the performance matrix below. During
any fiscal year in which the Approved Annual Business Plan for such fiscal year
is not approved and adopted by the Board in accordance with the Stockholders'
Agreement at any point prior to or during such fiscal year, the Bonus shall be
equal to the sum of (A) (Target Bonus) (.5) (the Applicable Percentage for the
Target Component) PLUS (B) (Target Bonus) (.5) (the Applicable Percentage for
the Individual Component), where the Target Bonus is expressed in dollars and
the Applicable Percentage with respect to any given Performance Objective is
determined in accordance with the performance matrix below:


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                               PERFORMANCE MATRIX
                               ------------------

                         <TABLE>
                         <CAPTION>
                            IF PERFORMANCE IS:         APPLICABLE
                                                       PERCENTAGE:
                            ------------------         ----------
                         <S>                           <C>
                              LESS THAN 90%
                         of Performance Objective            0%

                                   90%
                         of Performance Objective           50%

                                   95%
                         of Performance Objective           75%

                                   100%
                         of Performance Objective          100%

                           125% of Performance
                           Objective OR GREATER            125%
                         </TABLE>

In the event actual performance for any fiscal year falls between any threshold
listed in the chart above, (e.g. 91% of Performance Objective), then the
Applicable Percentage shall be adjusted accordingly using a straight line method
of interpolation (e.g. if actual performance is at 91% of Performance Objective,
then the Applicable Percentage shall be 55%; if actual performance is 92% of
Performance Objective, then the Applicable Percentage shall be 60%, etc.). The
bonus shall be applicable for fiscal years of the Company beginning after the
date hereof, and Executive's annual bonus for the Company's fiscal year ending
September 30, 2003, shall be based on the Company's bonus plan in effect as of
the date hereof, as set forth on Schedule 6.16(b) to the Merger Agreement.


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         3.3 Compensation Plans and Programs. Executive shall be eligible to
participate in any compensation plans or programs maintained by the Company and
generally made available to other senior executives of the Company, on terms
comparable to those applicable to such other senior executives, provided, that
such participation shall not cause the duplication of any compensation or
benefits provided to Executive under this Agreement.

         3.4 Restricted Stock Units. (a) Executive shall be granted on the
Effective Date 264,706 restricted stock units of the Company (the "Restricted
Stock Units") that shall vest (if at all) as provided below with respect to
fiscal years in which an Approved Annual Business Plan has been adopted in
accordance with the Stockholders' Agreement, so long as Executive remains
employed by the Company through the applicable vesting dates:

FISCAL YEAR ENDING IN 2004:
N = (26,470.6)(.4)(Applicable Percentage for the Target Component) +
(26,470.6)(.2)(Applicable Percentage for the Individual Component) +
(26,470.6)(.2)(Applicable Percentage for the Sales Component) +
(26,470.6)(.2)(Applicable Percentage for the Net Working Capital Component)

FISCAL YEAR ENDING IN 2005:
N = (26,470.6)(.4)(Applicable Percentage for the Target Component) +
(26,470.6)(.2)(Applicable Percentage for the Individual Component) +
(26,470.6)(.2)(Applicable Percentage for the Sales Component) +
(26,470.6)(.2)(Applicable Percentage for the Net Working Capital Component)

FISCAL YEAR ENDING 2006:


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N = (52,941.2)(.4)(Applicable Percentage for the Target Component) +
(52,941.2)(.2)(Applicable Percentage for the Individual Component) +
(52,941.2)(.2)(Applicable Percentage for the Sales Component) +
(52,941.2)(.2)(Applicable Percentage for the Net Working Capital Component)

FISCAL YEAR ENDING 2007:
N = (79,411.8)(.4)(Applicable Percentage for the Target Component) +
(79,411.8)(.2)(Applicable Percentage for the Individual Component) +
(79,411.8)(.2)(Applicable Percentage for the Sales Component) +
(79,411.8)(.2)(Applicable Percentage for the Net Working Capital Component)

FISCAL YEAR ENDING 2008:
N = (79,411.8)(.4)(Applicable Percentage for the Target Component) +
(79,411.8)(.2)(Applicable Percentage for the Individual Component) +
(79,411.8)(.2)(Applicable Percentage for the Sales Component) +
(79,411.8)(.2)(Applicable Percentage for the Net Working Capital Component) in
each case, where N = the number of Restricted Stock Units that shall be eligible
to vest for any given period and the Applicable Percentage with respect to any
given Performance Objective is determined in accordance with the performance
matrix below.

Notwithstanding the foregoing, during any fiscal year in which the Approved
Annual Business Plan for such fiscal year is not approved and adopted by the
Board in accordance with the Stockholders' Agreement at any point prior to or
during such fiscal year, the vesting of


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Restricted Stock Units shall be equal to the sum of (A) (N)(.5) (the Applicable
Percentage for the Target Component) PLUS (B) (N)(.5) (the Applicable Percentage
for the Individual Component), where N = the number of Restricted Stock Units
that shall be eligible to vest for any given period (in the same number as set
forth above for the applicable fiscal year) and the Applicable Percentage with
respect to any given Performance Objective is determined in accordance with the
performance matrix below.

                               Performance Matrix

                       <TABLE>
                       <CAPTION>
                                                      APPLICABLE
                          IF PERFORMANCE IS:          PERCENTAGE:
                          ------------------          ----------
                       <S>                            <C>
                           Less than 90% of                0%
                        Performance Objective

                          90% of Performance              50%
                              Objective


                          95% of Performance              75%
                              Objective

                         100% of Performance             100%
                         Objective or greater
                       </TABLE>

In the event actual performance for any fiscal year falls between any threshold
listed in the chart above, (e.g. 91% of Performance Objective), then the
Applicable Percentage shall be adjusted accordingly using a straight line method
of interpolation (e.g., if actual performance is at 91% of Performance
Objective, then the Applicable Percentage shall be 55%; if actual performance is


                                       9
<PAGE>
92% of Performance Objective, then the Applicable Percentage shall be 60%,
etc.). To the extent conditions to vesting in any particular year are not met in
such year, and some or all of the Restricted Stock Units do not vest in such
year, such Restricted Stock Units shall be permanently forfeited. Notwithstand-
ing the foregoing, in the event that prior to the fifth anniversary of the
Effective Date, FPSH (as defined in the Stockholders' Agreement) achieves
the IRR Hurdle (as defined in the Stockholders' Agreement) after giving effect
to the vesting of all rights and options to purchase or receive shares of New
Company Common Stock and the vesting of any Restricted Stock Units, the
Restricted Stock Units (excepting any Restricted Stock Units that shall have
been forfeited pursuant to the immediately preceding sentence) shall become
vested as of such date if Executive has remained employed with the Company as of
such date, provided that such vesting shall occur only to the extent that FPSH
achieves the IRR Hurdle, and any reduced vesting to achieve the IRR Hurdle shall
occur on a pro rata basis with other employees of the Company that have
Restricted Stock Units. The Restricted Stock Units shall not constitute Rollover
Equity for purposes of the put right provided for in Section 3.5 herein.

         (b)  The Restricted Stock Units are subject to the following terms and
              conditions:

         (i)      Executive will not be entitled to vote the underlying shares
                  related to the Restricted Stock Units unless and until such
                  shares are actually delivered to Executive.

         (ii)     The Restricted Stock Units shall be equitably adjusted as
                  determined by the Compensation Committee in the event of an
                  extraordinary dividend or other corporate transaction if
                  necessary to preserve the value of the Restricted Stock
                  Units. Any property or dividends received upon such an
                  adjustment will be subject to the same restrictions as the
                  Restricted Stock


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                  Units to which they relate.

         (iii)    The Restricted Stock Units and the shares of New Company
                  Common Stock received with respect to Restricted Stock Units
                  will be subject to the terms of the Stockholders' Agreement.

         (iv)     Vested Restricted Stock Units shall be converted into shares
                  of New Company Common Stock upon the first to occur of (A) a
                  Change of Control of the Company (as defined in the
                  Stockholders' Agreement), (B) Executive's termination of
                  employment, (C) the termination of the Stockholders' Agreement
                  and (D) vesting of Restricted Stock Units, pursuant to
                  Executive's initial election made as of the date of grant (or
                  upon other elections to be provided by the Committee) to
                  receive shares upon vesting.

         (v)      Executive shall be eligible to make a tag-along election (as
                  set forth in Section 2.6.2 of the Stockholders' Agreement)
                  with respect to the vested Restricted Stock Units on the same
                  terms as other Stockholders (as defined in the Stockholders'
                  Agreement) in accordance with the terms of the Stockholders'
                  Agreement; provided, that such tag-along election shall only
                  be treated as being made if holders of a majority of the
                  outstanding Restricted Stock Units elect to make the tag-along
                  election and then all Restricted Stock Units will be treated
                  as subject to the election. If holders of a majority of the
                  outstanding Restricted Stock Units do not elect to make a
                  tag-along election, then none of the Restricted Stock Units
                  will be permitted to make the tag-along election.


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<PAGE>
         (vi)     The vested Restricted Stock Units and any Restricted Stock
                  Units that would vest as a result of a completed Required
                  Third Party Sale or a completed FPSH Drag Sale (as applicable)
                  (as such terms are defined in the Stockholders' Agreement)
                  shall be subject to the TPS Drag-Along Right (as defined in
                  the Stockholders' Agreement) and the FPSH Drag Sale,
                  respectively.

         (vii)    Transfers of vested Restricted Stock Units may be made to
                  Executive's family members on the same terms as other Company
                  equity as set forth in the Stockholders Agreement, but shall
                  otherwise not be transferable other than as provided therein.

         (c) Executive represents and warrants that he (i) has such knowledge
and experience in business and financial matters with respect to investments in
securities to enable him to understand and evaluate the risks of the investment
contemplated hereby and form an investment decision with respect thereto and is
able to bear the risk of such investment for an indefinite period and to afford
a complete loss thereof, (ii) is an "accredited investor" as defined in Rule 501
of Regulation D under the Securities Act of 1933, as amended, (iii) has had the
opportunity to (A) ask such questions as Executive has deemed necessary of, and
to receive answers from, representatives of the Company concerning the terms of
the transactions contemplated hereby (including the provisions of Section 3.4 of
this Agreement) and the merits and risks of investing in securities of the
Company and (B) to obtain such additional information which Company possesses or
can acquire without unreasonable effort or expense and (iv) is acquiring equity
interests in the Company for his own account and not with a view to or for sale
in connection with any distribution of securities.


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<PAGE>
         3.5 Rollover Equity. (a) Executive shall roll over all of his shares of
Company Common Stock (as defined in the Merger Agreement) and all of his Options
(as defined in the Merger Agreement) into shares of New Company Common Stock (as
defined in the Merger Agreement) and Retained Options (such rolled New Company
Common Stock and Retained Options, the "Rollover Equity"), and such Retained
Options shall be 100% vested and exercisable as of the Closing Date and shall
have substantially the same terms and conditions as the Options. Beginning in
2004, Executive shall be permitted to "put" the shares of New Company Common
Stock and Retained Options that comprise the Rollover Equity to the Company each
year if (i) 100% of each Performance Objective for the immediately preceding
fiscal year has been satisfied and (ii) the agreements governing the
indebtedness of the Company permit the repurchase of such Rollover Equity. The
put right contemplated hereby shall be applicable to the Rollover Equity only.

            (b) Executive shall give notice of his intention to exercise the put
right described herein during the three (3) months prior to September 30 of a
particular year. If the conditions to such exercise and payment have been met,
the Company shall make payment in respect of the Rollover Equity as soon as
practicable following the end of the applicable calendar year, but in no event
later than January 31 of the following year. The per-share put price shall be
based upon the fair market value of the New Company Common Stock as reasonably
determined by the Board in light of all circumstances. In the case of Retained
Options, the per-share put price shall be net of any applicable exercise price
and withholding. The Board may, in its discretion, assign the rights and
obligations of the Company under this Section 3.5 to any other person, but no
such assignment shall relieve the Company of its obligations hereunder to the
extent not satisfied by such assignee.


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            (c) Subject to the following sentence, in any given year, Executive
may exercise the put right provided for herein with respect to no less than 25%
of the aggregate number of shares of New Company Common Stock and/or Retained
Options owned by Executive on the Effective Date; provided, however, that if
Executive owns fewer than 25% of the aggregate number of shares of New Company
Common Stock and Retained Options owned by Executive on the Effective Date,
Executive may exercise the put right provided for herein with respect to all of
such shares of New Company Common Stock and Options. In the event that the
condition set forth in clause (i) of the second sentence of Section 3.5(a) has
been met and the agreements governing the indebtedness of the Company permit the
repurchase of some but not all of the aggregate amount of rollover equity
(including the Rollover Equity) with respect to which executives (including
Executive) have exercised put rights, the amount of rollover equity that the
Company shall purchase shall be allocated among the executives (including
Executive) exercising such put right on an unweighted pro rata basis.

            (d) If Executive's employment terminates for any reason, then the
put right provided herein shall terminate; provided that the Company shall be
obligated to satisfy any unfulfilled obligations with respect to any put right
exercised prior to such termination; and provided further that Executive's
Rollover Equity shall thereafter be subject to the post-termination put and call
provisions contained in Article IV of the Stockholders' Agreement. The put right
provided for herein shall terminate upon the occurrence of an IPO (as defined in
the Stockholders' Agreement).

            (e) Notwithstanding anything to the contrary contained in this
Agreement, the put right provided for herein shall be subject to all other
provisions in the Stockholders' Agreement. Without limiting the foregoing,
Executive acknowledges that the Rollover Equity shall be


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<PAGE>

subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall
supersede the put right provided for herein.

            (f) Notwithstanding anything to the contrary contained in this
Agreement, effective as of the date hereof, Executive waives any right to be
cashed out of all of his shares of Company Common Stock and Options under the
Merger Agreement or to exercise any of his Options prior to the Effective Date.

         4. Employee Benefits.

         4.1 Employee Benefit Programs, Plans and Practices. During the Term,
Executive shall be entitled to participate in welfare, health and life insurance
and pension benefit programs as may be in effect from time to time for similarly
situated executives of the Company generally. Executive shall not be entitled to
participate in any severance plans provided to Company employees and hereby
waives any rights to receive severance benefits other than as provided in this
Agreement.

         4.2 Vacation; Fringe Benefits; Perquisites. Executive shall be entitled
to no less than twenty (20) business days paid vacation in each calendar year.
Vacation days will accrue up to a maximum of forty (40) days, at which time,
further accruals will cease until the accrued vacation day balance falls below
40 days. Executive shall receive an after-tax annual vacation allowance of
$7,700, which shall be payable in two equal installments, the first of which
shall be paid during January of each year and the second of which during July.
In addition, Executive shall be entitled to the perquisites and other fringe
benefits generally made available to senior executives of the Company,
commensurate with his position with the Company. In addition, Executive shall be
entitled to receive benefits reasonably comparable to those provided to
Executive as of the date of this Agreement with respect to the following
matters:


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         (a) family membership to a sport or social club of Executive's choice;

         (b) use of two (2) Company automobiles appropriate for Executive's
         position, including the costs of necessary maintenance (although
         Executive may incur taxable income as a result of his personal use of
         such vehicles);

         (c) private school tuition for Executive's dependant children in the
         school(s) of his choice (up to, but not including university
         education);

         (d) in the event Executive is asked by the Company to relocate,
         relocation reimbursement in accordance with the Company's relocation
         policy;

         (e) an annual expatriate allowance of 10% of Base Salary payable in two
         equal installments (in the same manner described above with respect to
         the vacation allowance, provided, that such allowance shall not be net
         of taxes);

         (f) all fees and expenses incurred in connection with satisfying
         applicable government working requirements, including visas;

         (g) a housing allowance of $36,000 per year net of taxes; and

         (h) bi-annual medical checkups for Executive and his spouse.

         5. Expenses. During the Term, Executive shall be entitled to receive
prompt reimbursement in accordance with the Company's policies for out-of-pocket
business expenses reasonably incurred in carrying out his duties and
responsibilities under this Agreement, including, without limitation, reasonable
expenses for travel and similar items related to such duties and
responsibilities.

         6. Termination of Employment.

         6.1 Termination Not for Cause or for Good Reason. (a) If, prior to the
Termination Date, during the Term, Executive's employment is terminated (A) by
the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a
result of Executive's death or as a result of Executive's Permanent Disability
(as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as
defined in Section 6.1(c) hereof), Executive shall receive:


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<PAGE>
      (i) such payments, if any, to which Executive is entitled under any
      applicable plans or programs, including but not limited to those referred
      to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such
      plans or programs;

      (ii) a cash lump sum payment in respect of accrued but unused vacation
      days and Base Salary and, if any such termination of employment occurs
      after the end of a Company fiscal year and prior to the payment of Bonuses
      for such fiscal year, any Bonus payments earned by Executive for such
      fiscal year but not yet paid;

      (iii) continued coverage under any employee medical plans or programs
      provided to Executive and his family members pursuant to Section 4.1
      hereof until the earlier of the third anniversary of Executive's
      termination of employment or the date on which Executive becomes entitled
      to receive medical coverage under another employer's medical benefit
      program, provided, that Executive shall continue to be required to pay any
      applicable premiums of a participating employee in such plans and
      programs;

      (iv) a cash lump sum payment equal to three (3) times the sum of the (I)
      Base Salary (as of immediately prior to the Executive's date of
      termination of employment, but excluding any decrease in Base Salary
      causing Executive to have Good Reason) plus (II) the average annual bonus
      paid or payable to Executive with respect to the two (2) fiscal years
      immediately prior to the Executive's date of termination of employment
      (provided, however, that if the Executive's date of termination of
      employment occurs at any time during the 2002-2003 fiscal year, then the
      "average annual bonus" shall be deemed to be the, bonus paid or payable
      with respect to the 2001-2002 fiscal year and if Executives date of
      termination occurs prior to a date upon which a determination of an annual
      bonus amount has been made by the Company for a prior fiscal year for
      Executive then the "average annual bonus" shall be deemed to be the Target
      Bonus), less any applicable insurance benefits, provided, that any
      reduction for disability benefits shall be with respect to benefits
      received by Executive during the three-year period following Executive's
      date of termination of employment.

      (b) All payments payable by the Company to Executive pursuant to this
Section 6.1 shall be paid within 30 days after the termination of Executive's
employment by check payable to the order of Executive or by wire transfer to an
account specified by Executive and shall be subject to Executive entering into
and not revoking a release substantially in the form set forth as Exhibit A
hereto.

      (c) For purposes of this Agreement, "Good Reason" shall mean that any of
the events set forth in clauses (i) through (v) below shall occur without the
written consent of


                                       17
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Executive, provided, that (x) Executive shall provide the Company with written
notice thereof within one hundred and twenty (120) days after Executive has
knowledge of the occurrence of any of the events or circumstances set forth in
clauses (i) through (v) below, which notice shall specifically identify the
event or circumstance that Executive believes constitutes Good Reason, (y) the
Company fails to correct the circumstance or event so identified within twenty
(20) days after the date of delivery of the notice referred to in clause (x)
above, and (z) Executive resigns his employment for Good Reason within ninety
(90) days after the date of delivery of the notice referred to in (x) above:

            (i) a reduction in Executive's Base Salary;

            (ii) Executive's duties, titles, responsibilities or authority
            (including offices and reporting relationships) are materially
            diminished in comparison to the duties, titles and responsibilities
            or authority set forth in this Agreement, or Executive is assigned
            duties materially and adversely inconsistent with his position;

            (iii) a material reduction in fringe benefits, perquisites or other
            allowances provided to Executive pursuant to Section 4.2, other than
            (except for perquisites specifically set forth in this Agreement or
            the Schedules hereto) as a result of a change applicable to
            employees of the Company generally, or any material failure to
            provide such benefits to Executive;

            (iv) the failure of the Company to obtain a satisfactory agreement
            from any successor to assume and agree to perform the Agreement, as
            contemplated in Section 10 herein; or

            (v) any requirement that Executive relocate to an office more than
            25 miles from his office as of the Effective Date.

            (d) For purposes of this Agreement, "Permanent Disability" shall
mean Executive's absence from full time performance of duties due to physical or
mental illness for six (6) consecutive months, that is reasonably determined to
be total and permanent by a


                                       18
<PAGE>
physician selected by the Company or its insurers and reasonably acceptable to
Executive or his legal representative.

            (e) For purposes of this Agreement, Change of Control shall have the
meaning ascribed to such term in the Stockholders' Agreement.

      6.2 Discharge for Cause; Voluntary Termination by Executive. (a) The
Company shall have the right to terminate the employment of Executive for Cause
by action of the Committee. In the event that Executive's employment is
terminated, prior to the Termination Date, (i) by the Company for Cause, as
hereinafter defined, or (ii) by Executive other than (A) for Good Reason or (B)
as a result of the Executive's death or Permanent Disability or (iii) upon a
failure to renew this Agreement pursuant to Section 2, Executive shall be
entitled to receive a lump sum cash payment in respect of any earned but unpaid
Base Salary and in respect of any accrued vacation days. In addition, Executive
shall be entitled to such payments and benefits, if any, under any applicable
plans or programs, including, but not limited to, those referred to in Sections
3.3 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans
or programs.

            (b) As used herein, the term "Cause" shall mean (i) Executive's
conviction of, or plea of guilty or nolo contendere to, a felony (or a
comparable level of crime in another jurisdiction); provided, however, that
after indictment for a felony, the Company may suspend Executive from the
rendition of services, but without limiting or modifying in any other way, the
Company's obligations to Executive under this Agreement, (ii) continued and
repeated refusal by Executive to perform his duties hereunder after fifteen (15)
days written notice of any such refusal to perform such duties or direction was
given to Executive, (iii) commission by Executive of fraud against, or
misappropriation of significant property belonging to, the Company, unless


                                       19
<PAGE>
such action is neither willful nor injurious to the Company or any of its
Subsidiaries, or other willful misconduct materially injurious to the Company or
any of its Subsidiaries or (iv) during any period in which FPSH and its
affiliates are the beneficial owners of 20% or more of the Company's stock in
the aggregate, a material breach by Executive of the provisions of the Corporate
Policies and Procedures (as defined in the Stockholders' Agreement) or Section
12 of this Agreement, unless such breach is neither willful nor materially
injurious to the Company or any of its Subsidiaries. Termination of Executive
pursuant to this Section 6.2(b) shall be made by delivery to Executive of a copy
of a resolution duly adopted by the affirmative vote of not less than a majority
of the then members of the Committee at a meeting of the Committee called and
held for the purpose (after 30 days prior written notice to Executive and
reasonable opportunity for Executive and his counsel to be heard before the
Committee prior to such vote), finding that in the reasonable judgment of the
Committee, Executive was guilty of conduct set forth in any of clauses (i)
through (iv) above and specifying the particulars thereof.

      6.3 Resignation from all Positions. Notwithstanding any other provision of
this Agreement, upon the termination of the Executive's employment for any
reason, unless otherwise requested by the Board, the Executive shall immediately
resign from all positions that he holds or has ever held with the Company and
any other member of the Affiliated Group (and with any other entities with
respect to which the Company has requested the Executive to perform services),
including, without limitation, the Board and all boards of directors of any
member of the Affiliated Group. The Executive hereby agrees to execute any and
all documentation to effectuate such resignations upon request by the Company,
but he shall be treated for all purposes as having so resigned upon termination
of his employment, regardless of when or whether he executes any such
documentation.


                                       20
<PAGE>
      6.4 Breach of Section 12. Notwithstanding anything to the contrary in this
Agreement, in the event of a breach by Executive of the provisions of Section 12
of this Agreement following Executive's termination of employment, or a material
breach by Executive of the provisions of Section 12 of this Agreement during
Executive's employment which the Committee determines would have been Cause to
terminate Executive's employment and that is discovered by the Company within
six (6) months following Executive's termination of employment, Executive shall
be entitled to no further payments under this Section 6, and shall repay to the
Company any payments previously made under this Section 6. Any amounts repaid by
Executive under this Section 6.4 will reduce (on a dollar for dollar basis) any
damages payable by Executive as a result of a breach of the terms of Section 12.

      7. Mitigation of Damages. Executive shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking other employment or otherwise after the termination of his employment
hereunder, and any amounts earned by Executive, whether from self-employment, as
a common-law employee or otherwise, shall not reduce the amount of any payments
otherwise payable to him pursuant to this Agreement.

      8. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:

         To the Company:


                                       21
<PAGE>
          Seminis, Inc.
          2700 Camino del Sol
          Oxnard, California 93030-7967
          Attn:  General Counsel

          with a copy to:

          Fox Paine & Company, LLC
          950 Tower Lane, Suite 1950
          Foster City, California 94404
          Attn:  W. Dexter Paine, III

          To Seminis Merger Corp.:

          Seminis Merger Corp.
          c/o Fox Paine & Company, LLC
          950 Tower Lane, Suite 1950
          Foster City, California 94404
          Attn:  W. Dexter Paine, III

          To Executive:

          Mateo Mazal Beja

          At the address most recently on file with the Company


          with a copy to:

          Milbank, Tweed, Hadley & McCloy, LLP
          One Chase Manhattan Plaza
          New York, NY  10005
          Attn:  Ed Raynor

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third business day after the
actual date of mailing shall constitute the time at which notice was given.

      9. Separability; Legal Fees. If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect. Each party


                                       22
<PAGE>
shall bear the costs of any legal fees and other fees and expenses which may be
incurred in respect of enforcing its respective rights under this Agreement.

      10. Successors and Assigns. Except as otherwise provided herein, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
Seminis Merger Corp. and Executive and their respective heirs, legal
representatives, successors and assigns. Executive may not assign this
Agreement, other than, with respect to payments in the event of Executive's
death, to Executive's estate or beneficiaries. Seminis Merger Corp. may assign
this Agreement to any of its affiliates in the event of any restructuring or
reorganization of Seminis Merger Corp. or to a successor to all or substantially
all of Seminis Merger Corp.'s assets, and the benefits of this Agreement shall
inure to such entity and the obligations of this Agreement shall be binding on
such entity; provided, that, if Seminis Merger Corp. assigns this Agreement to
an affiliate which is not a successor to all or substantially all of its assets,
Seminis Merger Corp. shall continue to guarantee the payments and benefits
hereunder. If Seminis Merger Corp. shall be merged into or consolidated with
another entity, the provisions of this Agreement shall be binding upon and inure
to the benefit of the entity surviving such merger or resulting from such
consolidation and Seminis Merger Corp. shall require any such successor, by
agreement in form and substance satisfactory to Executive, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Seminis Merger Corp. would be required to perform it if no such succession
had taken place. For avoidance of doubt, upon the Effective Date the Company
will be the successor to Seminis Merger Corp. and Executive hereby acknowledges
that the provisions of Section 3.3 of the Merger Agreement shall satisfy the
obligations of Seminis Merger Corp. under the immediately preceding sentence.
The provisions of this Section 10 shall continue to apply to each subsequent
employer of Executive in


                                       23
<PAGE>
the event of any subsequent merger or consolidation of such subsequent employer.
As used in this Agreement, the term "affiliates" shall include any entity
controlled by, controlling, or under common control with Seminis Merger Corp. or
the Company, as applicable.

      11. Amendment. This Agreement may only be amended by written agreement of
the parties hereto.

      12. Nondisclosure of Confidential Information; Work Product;
Non-Disparagement; Non-Competition; Non-Solicitation.

      12.1 Confidential Information of the Company and Its Affiliates. All
Confidential Information relating to or obtained from the Company or its
affiliates shall be held in the strictest confidence by Executive. Executive
shall not, directly or indirectly, disclose, use, publish, release, transfer or
otherwise make available Confidential Information of, or obtained from the
Company or any of its affiliates in any form to, or for the use or benefit of,
any person or entity without the Company's prior written consent, except (i)
while employed by the Company, in the business of and/or for the benefit of the
Company or (ii) when required to do so by a court of competent jurisdiction, by
any governmental agency having supervisory authority over the business of the
Company, or by any administrative body or legislative body (including a
committee thereof) with jurisdiction to order Executive to divulge, disclose or
make accessible such information. For purposes of this Section 12.1,
"Confidential Information" shall mean all information and documentation of the
Company or its affiliates, whether disclosed to or accessed by Executive in
connection with his employment with the Company or the Affiliated Group that is
not otherwise available to the public (other than by Executive's breach of the
terms hereof), including all (i) data and information of the Company or its
affiliates or the customers, suppliers, contractors or other third parties doing
business with any of the Company or its affiliates,


                                       24
<PAGE>
including business plans, memoranda, reports, drawings, research results,
research plans, inventions (patentable or otherwise), trade secrets and research
products and (ii) Work Product (as defined below) created by Executive.

      12.2 Executive hereby acknowledge that any ideas, concepts, designs,
discoveries, techniques, research results, inventions, methodologies, know-how,
improvements, discoveries, processes or products, whether or not patentable,
that Executive conceives of or reduces to practice during the term of his/her
employment with the Company or the Affiliated Group and which are in connection
with Executive's employment or related to the nature of Executive's employment
(collectively, the "Work Product"), shall be, or be deemed to be, "work for
hire" and owned by the Company. Furthermore, the Company shall have all right,
title and interest, including worldwide ownership of copyright and patent, in
and to the Work Product and all copies made from them. To the extent (a) any of
the Work Product is not deemed a "work for hire" by operation of law and (b)
permissible under applicable law, Executive hereby irrevocably assigns,
transfers and conveys to the Company all of his/her right, title and interest in
and to such Work Product, including all rights of patent, copyright, trade
secret or other intellectual property or proprietary rights in such materials.
Executive acknowledges that the Company and the successors and permitted assigns
of the Company shall have the right to obtain and hold in their own name any
intellectual property rights in and to such Work Product.

      12.3 During the Term and for a period of 24 months from the date of the
termination of Executive's employment for any reason (the "Restricted Period"),
Executive shall not compete with the Company or the Affiliated Group, by
directly or indirectly engaging in any business or activity, whether as an
employee, consultant, partner, principal, agent, representative or stockholder
or in any other individual, corporate or representative capacity, or render any


                                       25
<PAGE>
services or provide any advice or substantial assistance to any business, person
or entity, if such business, person or entity, directly or indirectly, competes
(or, to Executive's knowledge after due inquiry, intends to compete or is
preparing to compete during the Restricted Period) with the Business of the
Company or the Affiliated Group in any material manner. It is the intention of
the parties that the potential restrictions on Executive's activities imposed by
this paragraph be and are reasonable in duration, scope and geography and in all
other respects. For purposes of this Section 12, "Business" shall mean the
business of marketing, developing, producing and researching new fruit or
vegetable seeds and fruit or vegetable plants, or any other material businesses
entered into by the Company or the Affiliated Group during the Term, or with
respect to which the Company or the Affiliated Group has taken material steps to
enter into as of the termination of Executive's employment. During the
Restricted Period, Executive shall be available to consult with the Company on
Company-related matters within his knowledge in person or by phone, as
determined by Executive, for a period of no more than five (5) days per calendar
quarter, subject to not interfering with Executive's work schedule; provided,
however, that for each full or partial day during which Executive provides such
services (other than with respect to de minimis services of less than two (2)
hours on a given day), the Company shall pay to Executive a sum of $500 (such
limitations and payments shall not apply to any lawsuits in which Executive is a
named party). In addition, the Company shall promptly reimburse Executive for
his reasonable expenses, if any, in providing such services.

         12.4 Except as is required or appropriate in the furtherance of the
business of the Company or the Affiliated Group, Executive shall not, during the
Restricted Period, either alone or in concert with others, directly or
indirectly, (1) solicit, entice, induce or encourage (a) any customer of the
Company or the Affiliated Group (including, during the Term, the Company's


                                       26
<PAGE>
affiliates) to discontinue using the services or purchasing the products of the
Company or the Affiliated Group (including, during the Term, the Company's
affiliates), (b) any customer to refer prospective customers or business to any
competitor of the Company or the Affiliated Group or (c) any person or entity
that is part of any existing or proposed arrangement or has any other
affiliation with the Company or the Affiliated Group (including, during the
Term, the Company's affiliates) to discontinue such relationship or affiliation
with the Company or its affiliates or (2) recruit or hire, or assist others in
recruiting or hiring, or otherwise solicit for employment, any consultants or
employees of the Company or its affiliates, or former consultants or employees
of the Company or its affiliates within six (6) months following their
termination of employment.

         12.5 Upon request by the Company at any time during Executive's
employment or upon termination of Executive's employment with the Company for
any reason, Executive shall promptly (1) return to the Company or its affiliates
all copies of all materials, including documentary or other recorded materials,
which are in Executive's possession or control and which contain or embody any
Confidential Information of the Company or its affiliates and (2) deliver to the
Company or its affiliates all copies of any Work Product in Executive's
possession or control. Executive shall not copy, reproduce or otherwise
re-create in any fashion any of the items referenced above for personal
retention by Executive.

         12.6 The Executive acknowledges and agrees that: (i) the purposes of
the foregoing covenants are to protect the goodwill and Work Product and
Confidential Information of the Company and its affiliates in connection with
the transactions contemplated by the Merger Agreement, and to prevent the
Executive from interfering with the business of the Company and the Affiliated
Group as a result of or following termination of the Executive's employment with


                                       27
<PAGE>
the Company or the Affiliated Group, as applicable, (ii) because of the nature
of the business in which the Company and the Affiliated Group are engaged and
because of the nature of the Work Product and Confidential Information to which
the Executive has access, it would be impractical and excessively difficult to
determine the actual damages to the Company and the Affiliated Group in the
event the Executive breached any of the covenants of this Section 12; and (iii)
remedies at law (such as monetary damages) for any breach of the Executive's
obligations under this Section 12 would be inadequate. The Executive therefore
agrees and consents that if the Executive commits any breach of a covenant under
this Section 12 or threatens to commit any such breach, the Company, and its
affiliates shall have the right (in addition to, and not in lieu of, any other
right or remedy that may be available to each of them) to temporary and
permanent injunctive relief from a court of competent jurisdiction, without
posting and bond or other security and without the necessity of proof of actual
damage. With respect to any provision of this Section 12 finally determined by a
court of competent jurisdiction to be unenforceable, the Executive and the
Company and its affiliates hereby agree that such court shall have jurisdiction
to reform this Agreement or any provision hereof so that it is enforceable to
the maximum extent permitted by law, and the parties agree to abide by such
court's determination. If any of the covenants of this Section 12 are determined
to be wholly or partially unenforceable in any jurisdiction, such determination
shall not be a bar to or in any way diminish the rights of the Company or its
affiliates, as applicable, to enforce any such covenant in any other
jurisdiction.

         12.7 The provisions of this Section 12 shall remain in full force and
effect until the expiration of the period specified herein notwithstanding he
earlier termination of the Executive's employment hereunder or the Employment
Period.


                                       28
<PAGE>
      13. Beneficiaries; References. Executive shall be entitled to select (and
change, to the extent permitted under any applicable law) a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death, and may change such election, in either case by giving the
Company written notice thereof. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative. Any reference to the masculine gender in this Agreement
shall include, where appropriate, the feminine.

      14. Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.

      15. Governing Law; Consent to Jurisdiction.

      15.1 Governing Law. This Agreement shall be construed, interpreted and
governed in accordance with the laws of the State of California, without
reference to rules relating to conflicts of law.

      15.2 Consent to Jurisdiction. The parties hereto hereby agree and consent
to be subject to the exclusive jurisdiction of the courts of the State of
California sitting in the County of Los Angeles and the United States District
Court for the Central District of the State of California in any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the Merger. Each party hereto
hereby irrevocably waives, to the fullest extent permitted by law, (i) any
objection that it may now or hereafter have to laying venue of any suit, action
or proceeding brought in such courts, and


                                       29
<PAGE>
(ii) any claim that any suit, action or proceeding brought in such courts has
been brought in an inconvenient forum.

      16. Effect on Prior Agreements. This Agreement contains the entire
understanding between the parties hereto and, as of the Effective Date,
Executive waives all payments and benefits under any prior or other employment
agreement or understanding between the Company or any affiliate of the Company
and Executive.

      17. Withholding. The Company may withhold from any amounts payable under
this Agreement (including from shares of New Company Common Stock deliverable
under Section 3.4(b)) such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation, or may
permit Executive to elect to pay the Company any such required withholding
taxes. If Executive so elects, the payment by Executive of such taxes shall be a
condition to the receipt of amounts payable to Executive under this Agreement.
The Company shall, to the extent permitted or required by law, have the right to
deduct any such taxes from any payment otherwise due to Executive.

      18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original.


                                       30
<PAGE>
         IN WITNESS WHEREOF, as of the date first above written, the Company has
caused this Agreement to be executed on its behalf by a duly authorized officer
and Executive has hereunto set Executive's hand.

                 SEMINIS MERGER CORP.


                 By: /s/ Bernardo Jiminez             Date: May 30, 2003
                     ------------------------              -----------------
                 Name: Bernardo Jiminez
                 Title: President

                     /s/ Mateo Mazal Beja              Date: May 30, 2003
                     ------------------------               -----------------
                       Mateo Mazal Beja



                                       31
<PAGE>
                                    EXHIBIT A

                            FORM OF RELEASE AGREEMENT

         This Release Agreement ("Release") is entered into as of this ______day
of ________, (hereinafter "Execution Date"), by and between [Employee Full Name]
(hereinafter "Employee"), and Seminis, Inc. and its successors and assigns
(hereinafter, the "Company"). Employee and the Company are sometimes
collectively referred to herein as the "Parties".

1.    Employee's employment with the Company is terminated effective [Month,
      Day, Year] (hereinafter "Termination Date").

2.    The Company has agreed to provide Employee the severance payments, awards
      and benefits provided for in his/her Employment Agreement with the
      Company, dated as of May __, 2003, after he/she executes this Release and
      the Release becomes effective pursuant to its terms [FOR 40+ and does not
      revoke it as permitted in Section 7 below, the expiration of such
      revocation period being] the ("Effective Date").

3.    Employee represents that he/she has not filed, and will not file, any
      complaints, lawsuits, administrative complaints or charges relating to
      his/her employment with, or resignation from, the Company[; provided,
      however, that nothing contained in this Section 3 shall prohibit Employee
      from bringing a claim to challenge the validity of the ADEA Release in
      Section 7 herein]. In consideration of the severance payments, awards and
      benefits described in Section 2, Employee, for himself/herself and for
      his/her heirs, administrators, representatives, executors, successors and
      assigns (collectively, "Releasers") agrees to release the Company, its
      subsidiaries and affiliates, and their respective parents, direct or
      indirect subsidiaries, divisions, affiliates and related companies or
      entities, regardless of its or their form of business organization, any
      predecessors, successors, joint ventures, and parents of any such entity,
      and any and all of their respective past or present shareholders,
      partners, directors, officers, employees, consultants, independent
      contractors, trustees, administrators, insurers, agents, attorneys,
      representatives and fiduciaries, including without limitation all persons
      acting by, through, under or in concert with any of them, in each instance
      in their capacities as representatives of the Company (collectively, the
      "Released Parties"), from any and all claims, charges, complaints, causes
      of action or demands of whatever kind or nature that Employee and his/her
      Releasers now have or have ever had against the Released Parties, whether
      known or unknown, including but not limited to: wrongful or tortious
      termination; constructive discharge; implied or express employment
      contracts and/or estoppel; discrimination and/or retaliation under any
      federal, state or local statute or regulation, specifically including any
      claims Employee may have under the Fair Labor Standards Act, the Americans
      with Disabilities Act, Title VII of the Civil Rights Act of 1964 as
      amended, and the Family and Medical Leave Act; the discrimination or other
      employment laws of the State of [ ](1); any claims brought under any
      federal or state statute or regulation for non-payment of wages or other
      compensation, including grants of stock options or any other equity
      compensation); and libel, slander, or breach of contract, other than the
      breach of this Release. This Release specifically excludes claims,
      charges, complaints, causes of action or

----------

(1) Insert state of employment.
<PAGE>
      demand that post-date the Termination Date. Notwithstanding anything
      herein to the contrary, expressly excluded from this Release are any
      claims (i) for payments, awards and benefits under the Employment
      Agreement between the Parties dated _________, 2003, (ii) under the
      Stockholders' Agreement dated as of _______, 2003 by and among Seminis,
      Inc. and the Investors listed on the signature pages thereto, (iii) for
      benefits provided under Company benefit plans, incentive plans or equity
      plans (including, but not limited to, stock options, restricted stock
      units and stock grants) or (iv) for indemnification and any applicable
      directors and officers liability insurance coverage to which Employee was
      entitled with regard to service as an officer of the Company.

4.    Employee agrees to keep the terms of this Release in strict confidence,
      but he/she may disclose the terms of this Release and provide a copy
      hereof to his/her immediate family and his/her financial and legal
      advisors.

5.    Employee warrants that no promise or inducement has been offered for this
      Release other than as set forth herein and in the Employment Agreement and
      that this Release is executed without reliance upon any other promises or
      representations, oral or written. Any modification of this Release must be
      made in writing and be signed by Employee and the Company.

6.    If any provision of this Release or compliance by Employee or the Company
      with any provision of the Release constitutes a violation of any law, or
      is or becomes unenforceable or void, then such provision, to the extent
      only that it is in violation of law, unenforceable or void, will be deemed
      modified to the extent necessary so that it is no longer in violation of
      law, unenforceable or void, and such provision will be enforced to the
      fullest extent permitted by law. If such modification is not possible,
      such provision, to the extent that it is in violation of law,
      unenforceable or void, will be deemed severable from the remaining
      provisions of this Release, which provisions will remain binding on both
      Employee and the Company. This Release is governed by, and construed and
      interpreted in accordance with the laws of the State of [ ], without
      regard to principles of conflicts of law. Employee consents to venue and
      personal jurisdiction in the State of [ ] for disputes arising under this
      Release. [ONLY IF THE STATE IS EMPLOYEE'S STATE OF EMPLOYMENT.] This
      Release represents the entire understanding with the Parties with respect
      to subject matter herein, no oral representations have been made or relied
      upon by the Parties.

7.    [FOR EMPLOYEES OVER 40 ONLY -- In further recognition of the above,
      Employee hereby releases and discharges the Released Parties from any and
      all claims, actions and causes of action that he/she may have against the
      Released Parties, as of the date of the execution of this Release, arising
      under the Age Discrimination in Employment Act of 1967, as amended
      ("ADEA"), and the applicable rules and regulations promulgated thereunder.
      Employee acknowledges and understands that ADEA is a federal statute that
      prohibits discrimination on the basis of age in employment, benefits and
      benefit plans. Employee specifically agrees and acknowledges that: (A) the
      release in this Section 7 was granted in exchange for the receipt of
      consideration that exceeds the amount to which he/she would otherwise be
      entitled to receive upon termination of his/her employment; (B) his/her
      waiver of rights under this Release is knowing and voluntary as required
      under the Older Workers


                                        2
<PAGE>
      Benefit Protection Act; (B) that he/she has read and understands the terms
      of this Release; (C) he/she has hereby been advised in writing by the
      Company to consult with an attorney prior to executing this Release; (D)
      the Company has given him/her a period of twenty-one (21) days within
      which to consider this Release, which period may be waived by the
      Employee's voluntary execution prior to the expiration of the twenty-one
      day period; and (E) following his/her execution of this Release he/she has
      seven (7) days in which to revoke his/her release as set forth in this
      Section 7 only and that, if he/she chooses not to so revoke, the Release
      in this Section 7 shall then become effective and enforceable and the
      payments, awards and benefits provided herein shall then be made to
      him/her in accordance with the terms of this Release, as well as the terms
      of the Employment Agreement. To revoke this Release, Employee understands
      that he/she must give a written revocation to the General Counsel of the
      Company at [ ](2), either by hand delivery or certified mail within the
      seven-day period. If he/she revokes the Release, it will not become
      effective or enforceable and he/she will not be entitled to any benefits
      from the Company.]

8.    EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND
      VOLUNTARILY SIGNED THIS RELEASE, THAT HE/SHE HAS HAD AN OPPORTUNITY TO
      CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, AND THAT HE/SHE SIGNS THIS
      RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT
      SET FORTH HEREIN.

9.    In the event that any provision of this Release should be held to be
      invalid or unenforceable, each and all of the other provisions of this
      Release shall remain in full force and effect. If any provision of this
      Release is found to be invalid or unenforceable, such provision shall be
      modified as necessary to permit this Release to be upheld and enforced to
      the maximum extent permitted by law.

10.   Employee acknowledges that he/she is familiar with the provisions of
      California Civil Code Section 1542, which provides as follows: "A GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
      SUSPECT TO EXIST IN HIS/HER FAVOR AT HE TIME OF EXECUTING THE RELEASE,
      WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT
      WITH THE DEBTOR. EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY
      EXPRESSLY WAIVES ANY RIGHT HE/SHE MAY HAVE THEREUNDER, AS WELL AS UNDER
      ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT."

      Employee being aware of said code section, hereby expressly waives any
      right he/she may have thereunder, as well as under any other statutes or
      common law principles of similar effect.

11.   This Release inures to the benefit of the Company and its successors and
      assigns.

----------

(2) Insert address.


                                        3
<PAGE>
ACCEPTED AND AGREED TO:



__________________________________          ___________________________________
Seminis, Inc.                                    [Employee Full Name]

Dated:____________________________          Dated:_____________________________



                                       4