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                              EMPLOYMENT AGREEMENT

                                    BETWEEN

                      SEMINIS VEGETABLE SEEDS ("COMPANY")

                                      AND

                          GASPAR ALVAREZ ("EMPLOYEE")


This Agreement confirms the Company's of employment to Employee, and Employee's
appointment as Vice President and Worldwide Comptroller for Seminis, Inc. The
following is an outline of the terms of this offer:

EMPLOYMENT DATE.  Employee's date of employment with Seminis Vegetable Seeds was
April 1, 2000. For purposes of retirement program and vacation eligibility
Employee will be given credit for any prior service with a Pulsar company.

POSITION.  This is an exempt position (meaning that it is exempt from overtime
regulations) based in Oxnard, California. Employee will report to Mr. Eugenio
Najera, the President and COO.

COMPENSATION.  Employee's bi-weekly pay will be based on an annual salary of
$203,750 in the U.S., with a payment of approximately $39,100 in Mexico. U.S.
paydays are every other Friday. As a service, Employee can elect for paychecks
to be electronically transferred to a checking or savings account.

INCENTIVE PROGRAM.  Employee will participate in the Seminis Management
Incentive Program, with a target annual incentive of 45% of base annual salary.
The amount of any incentive payment depends upon Employee's individual
performance and on the Company meeting its business and financial goals. In
addition Employee will be eligible to participate in the Seminis Stock Option
Plan.

EXPATRIATE BENEFITS.  During the first two years of Employee's assignment in the
United States, he will be eligible for the following expatriate benefits:

     1. A gross EXPATRIATE ALLOWANCE of 10% of Employee's annual base salary.

     2. An annual TRAVEL ALLOWANCE for return trips to home location for
        Employee and family of $7,700 net.

     3. An annual HOUSING ALLOWANCE of up to $36,000 net.
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Expatriate benefits are paid in two equal payments (50% each), in January and
July of every year.

After two years of expatriate benefits, Employee will be eligible to receive
expatriate benefits for one more year at 50% of the normal benefit level. After
the third year, all expatriate benefits will cease.

COMPANY VEHICLE.  Employee will be provided with a company vehicle. To account
for the private use of the vehicle, a fixed amount (currently $60.81) of
Employee's income will be credited, taxed, and then deducted each bi-weekly pay
period. Employee agrees to promptly notify the Company if his driver's license
become suspended, revoked or expires.

GROUP INSURANCE PROGRAM. Employee will be eligible to participate in the
Company's group insurance programs (medical, dental, vision & life insurance.)
There is an employee contribution required for participation in the medical,
dental and vision programs.

RETIREMENT PROGRAM.  Employee will be eligible to participate in the Company's
retirement program which includes the following three components:

     401(k) SAVINGS -- Eligible employees can contribute up to 15% of pay on a
     pre-tax basis, up to an annual limit set by the Internal Revenue Service
     (IRS). The Company will provide a 50% match on the first 6% of Employee
     contributions.

     PENSION -- Each year the Company will make a contribution to Employee's
     account distributed according to his age with a range of .75% to 4% of
     eligible earnings.

     PROFIT SHARING  -- The company may make a discretionary contribution of 0%
     to 5% of Employee's account

SEVERANCE/NON-COMPETE.  If Employee's employment with Seminis is involuntarily
terminated for any reason (except for gross misconduct) or if Employee
terminates employment within one year of a change in control of the ownership
of the Company, Employee will receive a continuation of pay for a period based
on the following formula:

     Period of continued pay equals three months plus 20 days per year of
     service (assuming a service beginning year of 1977.)

In order to receive continued pay Employee must also sign a Release Agreement
as provided by the Company. During this period of continue pay, Employee will
make himself available to answer business-related questions by phone or in
person, as needed. In addition, during this period Employee will not compete
with Seminis in any way, and will not act as an officer, director, employee,
consultant, adviser, or agent of any business that is in competition with
Seminis.
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Severance benefits are not payable upon transfer to a Seminis affiliated
company

CONDITIONS OF EMPLOYMENT. Employment with Company is at mutual consent of both
parties. Employee's employment will be "at will" which means that either
Employee or the Company may terminate the employment relationship at any time,
with or without cause or advance notice. The Company reserves its rights to
modify Employee's position and to use its own discretion in deciding when and
how discipline is imposed.

ENTIRE AGREEMENT. This letter constitutes the entire agreement between Employee
and the Company relating to this subject matter and supersedes all prior or
contemporaneous agreements, understandings, negotiations or representations,
whether oral or written, express or implied, on this subject. This letter may
not be modified or amended except by a specific written agreement signed by
Employee and the President of SVS.


/s/ Bruno Ferrari                                              07/01/01
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Bruno Ferrari,                                                    Date
Executive Sr. VP, Human Resources
Seminis Vegetable Seeds


/s/ Gaspar Alvarez                                             07/01/01
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Gaspar Alvarez                                                   Date