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                                                                    EXHIBIT 10.7

                                 SEMINIS, INC.
                         SEMINIS VEGETABLE SEEDS, INC.

                   SECURITY AGREEMENT RE: ACCOUNTS, INVENTORY
                             AND GENERAL INTANGIBLES


         This Security Agreement Re: Accounts, Inventory and General Intangibles
(the "Agreement") is dated as of June 29, 2000, by and among Seminis, Inc., a
Delaware corporation (the "Company"), and the other parties executing this
Agreement under the heading "Debtors" (the Company and such other parties being
hereinafter referred to collectively as the "Debtors" and individually as a
"Debtor"), each with its mailing address as set forth on its signature page
hereto, and Harris Trust and Savings Bank, an Illinois banking corporation
("Harris"), with its mailing address at 111 West Monroe Street, P.O. Box 755,
Chicago, Illinois 60690, acting as agent hereunder for the Lenders hereinafter
identified and defined (Harris acting as such agent and any successor or
successors to Harris acting in such capacity being hereinafter referred to as
the "Agent");


                             PRELIMINARY STATEMENTS

          A. The Company, Seminis Vegetable Seeds, Inc., a California
corporation ("SVS"), SVS Holland B.V., a private company with limited liability
incorporated under the laws of The Netherlands ("SVS Holland" and, together with
the Company and SVS, individually a "Borrower" and collectively the
"Borrowers"), and Harris, individually and as agent, have entered into a Credit
Agreement dated as of June 28, 1999 (such Credit Agreement as the same has been
and hereafter may be amended, modified or restated from time to time being
hereinafter referred to as the "Credit Agreement"), pursuant to which Harris and
other lenders which are and from time to time become party to the Credit
Agreement (Harris and such other lenders which are and from time to time
hereafter become party to the Credit Agreement being hereinafter referred to
collectively as the "Lenders" and individually as a "Lender") have agreed,
subject to certain terms and conditions, to extend credit and make certain other
financial accommodations available to the Borrowers.

          B. The Borrowers may from time to time enter into one or more Interest
Rate Protection Agreements with one or more of the Lenders party to the Credit
Agreement for the purpose of hedging or otherwise protecting the Borrowers
against changes in interest rates applicable to Term Loans under the Credit
Agreement (the liability of the Borrowers in respect of such agreements with
such Lenders being hereinafter referred to as the "Hedging Liability").

          C. As a condition to extending credit to the Borrowers under the
Credit Agreement, the Lenders have required, among other things, that each
Debtor grant to the Agent a lien on and security interest in the personal
property of such Debtor described herein subject to the terms and conditions
hereof.

          D. The Company owns, directly or indirectly, all or substantially all
of the equity interests in each other Debtor and the Company provides each other
Debtor with financial,

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management, administrative, and technical support which enables such Debtor to
conduct its business in an orderly and efficient manner in the ordinary course.

          E. Each Debtor will benefit, directly or indirectly, from credit and
other financial accommodations extended by the Lenders to the Borrowers.

          NOW, THEREFORE, for and in consideration of the execution and delivery
by the Lenders of the Credit Agreement, and other good and valuable
consideration, receipt whereof is hereby acknowledged, the parties hereto hereby
agree as follows:

          Section 1. Terms defined in Credit Agreement. All capitalized terms
used herein without definition shall have the same meanings herein as such terms
have in the Credit Agreement. The term "Debtor" and "Debtors" as used herein
shall mean and include the Debtors collectively and also each individually, with
all grants, representations, warranties and covenants of and by the Debtors, or
any of them, herein contained to constitute joint and several grants,
representations, warranties and covenants of and by the Debtors; provided,
however, that unless the context in which the same is used shall otherwise
require, any grant, representation, warranty or covenant contained herein
related to the Collateral shall be made by each Debtor only with respect to the
Collateral owned by it or represented by such Debtor as owned by it.

          Section 2. Grant of Security Interest in the Collateral; Obligations
Secured. (a) Each Debtor hereby grants to the Agent for the benefit of itself
and the other Lenders a lien on and security interest in, and right of set-off
against, and acknowledges and agrees that the Agent has and shall continue to
have for the benefit of itself and the other Lenders a continuing lien on and
security interest in, and right of set-off against, any and all right, title and
interest of each Debtor, whether now owned or existing or hereafter created,
acquired or arising, in and to the following:

                   (i) Receivables. All Receivables, whether now owned or
         existing or hereafter created, acquired or arising, and however
         evidenced or acquired, or in which such Debtor now has or hereafter
         acquires any rights and any and all instruments, notes, drafts,
         acceptances, documents and chattel evidencing any Receivables of such
         Debtor, and all contract rights of such Debtor arising from or relating
         to any of the foregoing (the term "Receivables" means and includes all
         accounts, accounts receivable, and any other right of such Debtor to
         payment for goods sold or leased or for services rendered, whether or
         not earned by performance, and all other forms of obligations owing to
         such Debtor, and all of such Debtor's rights to any merchandise or
         other goods (including without limitation any returned or repossessed
         goods and the right of stoppage in transit) which is represented by,
         arises from or is related to any of the foregoing);

                  (ii) General Intangibles. All General Intangibles, whether now
         owned or existing or hereafter created, acquired or arising, or in
         which such Debtor now has or hereafter acquires any rights (the term
         "General Intangibles" means and includes all general intangibles, all
         patents, patent applications, patent licenses, trademarks, trademark
         registrations, trademark licenses, trade styles, trade names,
         copyrights, copyright registrations, copyright licenses and other
         licenses and similar intangibles, all customer, client and supplier
         lists (in whatever form maintained), all rights in leases and other

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         agreements relating to real or personal property, all causes of action
         and tax refunds of every kind and nature, all privileges, franchises,
         immunities, licenses, permits and similar intangibles, all rights to
         receive payments in connection with the termination of any pension plan
         or employee stock ownership plan or trust established for the benefit
         of employees of such Debtor);

                 (iii) Inventory. All Inventory, whether now owned or existing
         or hereafter created, acquired or arising, or in which such Debtor now
         has or hereafter acquires any rights and all documents of title at any
         time evidencing or representing any part thereof (the term "Inventory"
         means and includes all inventory and other goods which are held for
         sale or lease or are to be furnished under contracts of service or
         consumed in such Debtor's business, all goods which are raw materials,
         work-in-process, finished goods, materials or supplies of every kind
         and nature, in each case used or usable in connection with the
         acquisition, manufacture, processing, supply, servicing, storing,
         packing, shipping, advertising, selling, leasing or furnishing of such
         goods, and any constituents or ingredients thereof, and all goods which
         are returned or repossessed goods);

                  (iv) Records. All supporting evidence and documents relating
         to any of the above-described property, including, without limitation,
         computer programs, disks, tapes and related electronic data processing
         media, and all rights of such Debtor to retrieve the same from third
         parties, written applications, credit information, account cards,
         payment records, correspondence, delivery and installation
         certificates, invoice copies, delivery receipts, notes and other
         evidences of indebtedness, insurance certificates and the like,
         together with all books of account, ledgers and cabinets in which the
         same are reflected or maintained, all whether now existing or hereafter
         arising;

                   (v) Accessions and Additions. All accessions and additions to
         and substitutions and replacements of any and all of the foregoing,
         whether now existing or hereafter arising; and

                   (vi) Proceeds and Products. All proceeds and products of the
         foregoing and all insurance of the foregoing and proceeds thereof,
         whether now existing or hereafter arising;

all of the foregoing being herein sometimes referred to as the "Collateral". All
terms which are used herein which are defined in the Uniform Commercial Code of
the State of Illinois ("UCC") shall have the same meanings herein as such terms
are defined in the UCC, unless this Agreement shall otherwise specifically
provide.

         (b) This Agreement is made and given to secure, and shall secure, the
prompt payment and performance of (i) any and all indebtedness, obligations and
liabilities of the Debtors, and of any of them individually, to the Agent and
the Lenders, and to any of them individually, under or in connection with or
evidenced by the Credit Agreement, the Notes of the Borrowers heretofore or
hereafter issued under the Credit Agreement and the obligations of the Borrowers
to reimburse the Agent and the Lenders for the amount of all drawings on all
L/Cs issued for the account of the Borrowers pursuant to the Credit Agreement,
and all other obligations of the Borrowers


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under any and all applications for L/Cs, and any and all liability of the
Debtors, and of any of them individually, arising under or in connection with or
otherwise evidenced by agreements with any one or more of the Lenders with
respect to any Hedging Liability, and any and all liability of the Debtors, and
of any of them individually, arising under any guaranty issued by it relating to
the foregoing or any part thereof, in each case whether now existing or
hereafter arising (and whether arising before or after the filing of a petition
in bankruptcy), due or to become due, direct or indirect, absolute or
contingent, and howsoever evidenced, held or acquired and (ii) subject to
Section 12.8 of the Credit Agreement, any and all expenses and charges, legal or
otherwise, suffered or incurred by the Agent and the Lenders, and any of them,
in collecting or enforcing any of such indebtedness, obligations and liabilities
or in realizing on or protecting or preserving any security therefor, including,
without limitation, the lien and security interest granted hereby (all of the
indebtedness, obligations, liabilities, expenses and charges described above
being hereinafter referred to as the "Obligations"). Notwithstanding anything in
this Agreement to the contrary, the right of recovery against any Debtor (other
than the Company to which this limitation shall not apply) under this Agreement
shall not exceed $1.00 less than the amount which would render such Debtor's
obligations under this Agreement void or voidable under applicable law,
including fraudulent conveyance law.

          Section 3. Covenants, Agreements, Representations and Warranties. The
Debtors hereby covenant and agree with, and represent and warrant to, the Agent
and the Lenders that:

                   (a) Each Debtor is duly organized, validly existing and in
         good standing under the laws of the state of its incorporation or
         organization, is the sole and lawful owner of the Collateral granted by
         it hereunder and has the power and authority to enter into this
         Agreement and to perform each and all of the matters and things herein
         provided for. Each Debtor's Federal tax identification number is set
         forth under its name on Schedule A.

                   (b) As of the date of this Agreement, (i) each Debtor's
         respective chief executive office is at the location listed on Schedule
         A attached hereto opposite such Debtor's name; and (ii) such Debtor has
         no other executive offices or places of business other than those
         listed on Schedule A attached hereto opposite such Debtor's name. The
         Collateral owned or leased by each Debtor is and shall remain in such
         Debtor's possession or control at the locations listed on Schedule A
         attached hereto opposite such Debtor's name (such locations, together
         with any locations as to which a Debtor has given the Agent notice
         pursuant to the following sentence, are referred to collectively for
         each Debtor as the "Permitted Collateral Locations"), except as to any
         Collateral sold or otherwise disposed of in accordance with this
         Agreement and Section 7.11 of the Credit Agreement. If for any reason
         any Collateral is at any time kept or located at a location other than
         a Permitted Collateral Location, the Agent shall nevertheless have and
         retain a lien on and security interest therein. No Debtor shall move
         its chief executive office or maintain a place of business at a
         location other than those specified on Schedule A or permit any
         Collateral to be located at a location other than a Permitted
         Collateral Location, except as to any Collateral sold or otherwise
         disposed of in accordance with this Agreement and Section 7.11 of the
         Credit Agreement, in each case without first providing the Agent 30
         days' prior written notice of the Debtor's intent to do so; provided


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         that each Debtor shall at all times maintain its chief executive office
         and places of business and Permitted Collateral Locations in the United
         States of America and, with respect to any new chief executive office
         or place of business or location of Collateral, such Debtor shall have
         taken all action reasonably requested by the Agent to maintain the lien
         and security interest of the Agent in the Collateral at all times fully
         perfected and in full force and effect.

                   (c) The Collateral and every part thereof is and shall be
         free and clear of all security interests, liens (including, without
         limitation, mechanics', laborers' and statutory liens), attachments,
         levies and encumbrances of every kind, nature and description and
         whether voluntary or involuntary, except for the lien and security
         interest of the Agent therein and other Liens permitted by Sections
         7.9(a), (e), (f) and (k) of the Credit Agreement (herein, the
         "Permitted Encumbrances"). Each Debtor shall warrant and defend the
         Collateral against any claims and demands of all persons at any time
         claiming the same or any interest in the Collateral materially adverse
         to the Agent or any Lender.

                   (d) Each Debtor will promptly pay when due all material
         taxes, assessments and governmental charges and levies upon or against
         it or its Collateral, in each case before the same become delinquent
         and before penalties accrue thereon, unless and to the extent that the
         same are being contested in good faith by appropriate proceedings which
         preclude interference with the operation of its business in the
         ordinary course and such Debtor shall have established adequate
         reserves therefor.

                   (e) Each Debtor agrees it will not waste or destroy the
         Collateral or any material part thereof and will not be negligent in
         the care or use of any Collateral. Each Debtor agrees it will not use,
         manufacture, sell or distribute any Collateral in violation of any
         statute, ordinance or other governmental requirement, which violation
         could reasonably be expected to have a material adverse effect on the
         financial condition or the results of operations of the Company and its
         Subsidiaries taken as a whole. Each Debtor will perform in all material
         respects its obligations under any contract or other agreement
         constituting part of the Collateral where the failure to do so could
         reasonably be expected to have a material adverse effect on the
         financial condition or results of operations of the Company and its
         Subsidiaries taken as a whole, it being understood and agreed that the
         Agent and the Lenders have no responsibility to perform such
         obligations.

                   (f) Subject to Sections 4(b), 5(a), 6(b) and 6(c) hereof,
         each Debtor agrees it will not, without the Agent's prior written
         consent, sell, assign, mortgage, lease or otherwise dispose of the
         Collateral or any interest therein.

                   (g) Each Debtor will insure its Collateral which is insurable
         against such risks as is usually carried by companies engaged in
         similar business and owning similar Properties in the same general
         areas in which such Debtor operates and under policies containing loss
         payable clauses to the Agent as its interest may appear (and, if the
         Agent requests, naming the Agent and the Lenders as additional insureds
         therein) by insurers reasonably acceptable to the Agent. All premiums
         on such insurance shall be paid by the Debtors and the policies of such
         insurance (or certificates therefor) delivered to the

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         Agent. All insurance required hereby shall provide that any loss shall
         be payable notwithstanding any act or negligence of the relevant
         Debtor, shall provide that no cancellation thereof shall be effective
         until at least 30 days after receipt by the relevant Debtor and the
         Agent of written notice thereof, and shall be reasonably satisfactory
         to the Agent in all other respects. In case of any material loss,
         damage to or destruction of the Collateral or any material part
         thereof, the relevant Debtor shall promptly give written notice thereof
         to the Agent generally describing the nature and extent of such damage
         or destruction. In case of any material loss, damage to or destruction
         of the Collateral or any material part thereof, the relevant Debtor
         may, in its sole discretion, apply the insurance proceeds, if any,
         received on account of such damage or destruction to repair or replace
         the Collateral so lost, damaged or destroyed. In the event any Debtor
         shall receive any proceeds of such insurance after an Event of Default
         shall have occurred and be continuing such Debtor will immediately pay
         over such proceeds to the Agent, and in the event the Agent shall
         receive any proceeds of such insurance at any time when no Event of
         Default is in existence the Agent will immediately pay over such
         proceeds to the relevant Debtor. Each Debtor hereby authorizes the
         Agent, at the Agent's option, to adjust, compromise and settle any
         losses under any insurance afforded at any time after the occurrence
         and during the continuation of any Event of Default, and such Debtor
         does hereby irrevocably constitute the Agent, its officers, agents and
         attorneys, as such Debtor's attorneys-in-fact, with full power and
         authority after the occurrence and during the continuation of any Event
         of Default to effect such adjustment, compromise and/or settlement and
         to endorse any drafts drawn by an insurer of the Collateral or any part
         thereof and to do everything necessary to carry out such purposes and
         to receive and receipt for any unearned premiums due under policies of
         such insurance. Insurance proceeds received by the Agent under any
         policy or policies of insurance covering the Collateral or any part
         thereof at any time prior to the occurrence of an Event of Default
         shall be released to the relevant Debtor. Net insurance proceeds
         received by the Agent under the provisions hereof or under any policy
         or policies of insurance covering the Collateral or any part thereof
         after the occurrence and during the continuation of an Event of Default
         shall be applied to the reduction of the Obligations (whether or not
         then due).

                   UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE
         INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE
         INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN
         THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY DEBTOR'S
         INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY
         NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE
         AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY
         LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER
         PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED
         INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES
         INSURANCE FOR THE COLLATERAL, THE DEBTORS WILL BE RESPONSIBLE FOR THE
         COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT
         THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE,
         UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
         INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS
         SECURED HEREBY. THE COSTS OF THE


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         INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE
         ABLE TO OBTAIN ON THEIR OWN.

                   (h) If any Collateral is in the possession or control of any
         agents or processors of a Debtor and the Agent so requests during the
         existence of an Event of Default, such Debtor agrees to notify such
         agents or processors in writing of the Agent's security interest
         therein and instruct them to hold all such Collateral for the Agent's
         account and subject to the Agent's instructions. Each Debtor will, upon
         request of the Agent during the existence of an Event of Default,
         authorize and instruct all bailees and any other parties, if any, at
         any time processing, labeling, packaging, holding, storing, shipping or
         transferring all or any part of the Collateral to permit the Agent and
         its representatives to examine and inspect any of the Collateral then
         in such party's possession and to verify from such party's own books
         and records any information concerning the Collateral or any part
         thereof which the Agent or its representatives may seek to verify. As
         to any premises not owned by a Debtor wherein the Collateral having an
         aggregate value in excess of $5,000,000 is located, if any, such Debtor
         shall, upon the Agent's request, use reasonable efforts to cause each
         party having any right, title or interest in, or lien on, any of such
         premises to enter into an agreement (any such agreement to contain a
         legal description of such premises) whereby such party disclaims any
         right, title and interest in, and lien on, the Collateral, allowing the
         removal of such Collateral by the Agent and otherwise in form and
         substance reasonably acceptable to the Agent.

                   (i) During the existence of an Event of Default (i) upon the
         Agent's reasonable request, each Debtor agrees from time to time to
         deliver to the Agent such evidence of the existence, identity and
         location of its Collateral and of its availability as collateral
         security pursuant hereto (including, without limitation, schedules
         describing all Receivables created or acquired by such Debtor, copies
         of customer invoices or the equivalent and original shipping or
         delivery receipts for all merchandise and other goods sold or leased or
         services rendered by it, together with such Debtor's warranty of the
         genuineness thereof, and reports stating the book value of its
         Inventory by major category and location), in each case as the Agent
         may reasonably request, and (ii) the Agent shall have the right to
         verify all or any part of the Collateral in any manner, and through any
         medium, which the Agent considers appropriate (including, without
         limitation, the verification of Collateral by use of a fictitious
         name), and each Debtor agrees to furnish all assistance and
         information, and perform any acts, which the Agent may reasonably
         require in connection therewith.

                   (j) Each Debtor will comply in all material respects with the
         terms and conditions of any and all leases, easements, right-of-way
         agreements and other agreements binding upon such Debtor and affecting
         the Collateral, in each case which cover the premises wherein the
         Collateral is located, and any applicable orders, ordinances, laws or
         statutes of any city, state or other governmental entity, department or
         agency having jurisdiction with respect to such premises or the conduct
         of business thereon.

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                   (k) As of the date of this Agreement, no Debtor has invoiced
         Receivables or otherwise transacted business, and does not invoice
         Receivables or otherwise transact business, under any trade names other
         than its name set forth on its signature page to this Agreement or as
         otherwise set forth on Schedule B hereto. Each Debtor agrees it will
         not change its name or transact business under any other trade name, in
         each case without first giving the Agent 30 days' prior written notice
         of its intent to do so.

                   (l) Each Debtor agrees to execute and deliver to the Agent
         such further agreements, assignments, instruments and documents, and to
         do all such other things, as the Agent may reasonably deem necessary or
         appropriate to assure the Agent its lien and security interest
         hereunder, including without limitation, (i) executing such financing
         statements, assignments or other instruments and documents as the Agent
         may from time to time reasonably require to comply with the UCC, and
         (ii) executing such patent, trademark, and copyright security
         agreements as the Agent may from time to time reasonably require to
         comply with the filing requirements of the United States Patent and
         Trademark Office and the United States Copyright Office. Each Debtor
         hereby agrees that a carbon, photographic or other reproduction of this
         Agreement or any such financing statement is sufficient for filing as a
         financing statement by the Agent without prior notice thereof to such
         Debtor wherever the Agent reasonably deems necessary or desirable to
         perfect or protect the security interest granted hereby. The Agent
         shall provide copies of such filings to the applicable Debtor, provided
         the failure to give such notice shall not affect the validity or
         enforceability of the relevant filing. In the event for any reason the
         law of any jurisdiction other than Illinois becomes or is applicable to
         the Collateral or any part thereof, or to any of the Obligations, each
         Debtor agrees to execute and deliver all such instruments and documents
         and to do all such other things as the Agent reasonably deems necessary
         or appropriate to preserve, protect and enforce the security interest
         of the Agent in the Collateral under the law of such other
         jurisdiction.

                   (m) Upon failure of a Debtor to perform any of the covenants
         and agreements herein contained and the expiration of any applicable
         grace period under Section 8.1 of the Credit Agreement, the Agent may,
         at its option, perform the same as the Agent may reasonably deem
         necessary or appropriate to preserve, protect and enforce the Agent's
         security interest in the Collateral or its right under this Agreement
         and in so doing may expend such sums as the Agent reasonably deems
         advisable in the performance thereof, including, without limitation,
         the payment of any insurance premiums, the payment of any taxes, liens
         and encumbrances, expenditures made in defending against any adverse
         claims, and all other expenditures which the Agent may be compelled to
         make by operation of law or which the Agent may make by agreement or
         otherwise for the protection of the security hereof. All such sums and
         amounts so expended shall be repayable by such Debtor immediately,
         shall constitute additional Obligations secured hereunder, and shall
         bear interest from the date said amounts are expended at the rate per
         annum (computed on the basis of a year of 365 or 366 days, as the case
         may be, for the actual number of days elapsed) determined by adding 2%
         to the Base Rate from time to time in effect plus the Applicable Margin
         as set forth in the Credit Agreement with any change in such rate per
         annum as so determined by reason of a change in such Base Rate to be
         effective on the date of such change in said Base Rate (such rate per
         annum as so

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          determined being hereinafter referred to as the "Default Rate"). No
          such performance of any covenant or agreement by the Agent on behalf
          of a Debtor, and no such advancement or expenditure therefor, shall
          relieve any Debtor of any default under the terms of this Agreement or
          in any way obligate the Agent or any Lender to take any further or
          future action with respect thereto. The Agent in making any payment
          hereby authorized may do so according to any bill, statement or
          estimate procured from the appropriate public office or holder of the
          claim to be discharged without inquiry into the accuracy of such bill,
          statement or estimate or into the validity of any tax assessment,
          sale, forfeiture, tax lien or title or claim. The Agent in performing
          any act hereunder shall be the sole judge (which judgment shall be
          reasonably exercised) of whether the relevant Debtor is required to
          perform the same under the terms of this Agreement. The Agent is
          hereby authorized to charge any depository or other account of any
          Debtor maintained with the Agent for the amount of such sums and
          amounts so expended.

          Section 4. Special Provisions Re: Receivables. (a) As of the time any
Receivable becomes subject to the security interest provided for hereby and at
all times thereafter, each Debtor shall be deemed to have warranted as to each
and all of its Receivables that all warranties of such Debtor set forth in this
Agreement are true and correct with respect to each such Receivable; that each
of its Receivable and all papers and documents relating thereto are genuine and
in all respects what they purport to be; that each of its Receivable is valid
and existing and, if such Receivable is an account, arises out of a bona fide
sale of goods sold and delivered by such Debtor to, or in the process of being
delivered to, or out of and for services theretofore actually rendered by such
Debtor to, the account debtor named therein; that no such Receivable is
evidenced by any instrument or chattel paper unless such instrument or chattel
paper has theretofore been endorsed by such Debtor and delivered to the Agent
(except to the extent the aggregate unpaid amount of such instruments and
chattel paper not so endorsed and delivered is less than $5,000,000 at any one
time outstanding); and that no surety bond was required or given in connection
with such Receivable or the contracts or purchase orders out of which the same
arose. If any Receivable arises out of a contract with the United States of
America or any of its departments, agencies or instrumentalities, after the
occurrence and during the continuance of any Event of Default, the relevant
Debtor agrees to notify the Agent and, at the request of the Agent or the
Required Banks, execute whatever instruments and documents are required by the
Agent in order that such Receivable shall be assigned to the Agent and that
proper notice of such assignment shall be given under the federal Assignment of
Claims Act (or any successor statute) or any similar statute relating to the
assignment of such Receivables.

          (b) Unless and until an Event of Default hereunder occurs and is
continuing, any merchandise or other goods which are returned by a customer or
account debtor or otherwise recovered may be resold by the relevant Debtor in
the ordinary course of its business as presently conducted in accordance with
Section 6(b) hereof; upon the occurrence and during the continuation of any
Event of Default hereunder, such merchandise and other goods shall be set aside
at the request of the Agent and held by such Debtor as trustee for the Agent and
the Lenders and shall remain part of the Collateral. Unless and until an Event
of Default hereunder occurs and is continuing, the relevant Debtor may settle
and adjust disputes and claims with its customers and account debtors, handle
returns and recoveries and grant discounts, credits and allowances in the
ordinary course of its business as presently conducted for amounts and on

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terms which such Debtor in good faith considers advisable. Upon the occurrence
and during the continuation of any Event of Default hereunder, unless the Agent
requests otherwise, each Debtor shall notify the Agent promptly of all returns
and recoveries and, on the Agent's request, deliver any such merchandise or
other goods to the Agent. Upon the occurrence and during the continuation of any
Event of Default hereunder, unless the Agent requests otherwise, each Debtor
shall also notify the Agent promptly of all disputes and claims and settle or
adjust them at no expense to the Agent or the Lenders hereunder, but no
discount, credit or allowance other than on normal trade terms in the ordinary
course of business as presently conducted shall be granted to any customer or
account debtor and no returns of merchandise or other goods shall be accepted by
any Debtor other than on normal trade terms in the ordinary course of business
as presently conducted without the Agent's consent. The Agent may, at all times
upon the occurrence and during the continuation of any Event of Default
hereunder, settle or adjust disputes and claims directly with customers or
account debtors for amounts and upon terms which the Agent considers advisable.

         Section 5. Collection of Receivables. (a) Except as otherwise provided
in this Agreement, each Debtor shall make collection of all of its Receivables
and may use the same to carry on its business in the ordinary course of its
business including any transaction not prohibited by the Credit Agreement, and
otherwise subject to the terms hereof.

         (b) Upon the occurrence and during the continuation of any Event of
Default hereunder, whether or not the Agent has exercised any or all of its
rights under other provisions of this Section 5, in the event the Agent requests
any Debtor to do so:

                   (i) all instruments and chattel paper at any time
         constituting part of the Receivables (including any postdated checks)
         shall, upon receipt by such Debtor, be immediately endorsed to and
         deposited with the Agent; and/or

                  (ii) such Debtor shall instruct all of its customers and
         account debtors to remit all payments in respect of its Receivables to
         a lockbox or lockboxes under the sole custody and control of the Agent
         and which are maintained at post offices selected by the Agent.

         (c) Upon the occurrence and during the continuation of any Event of
Default hereunder, whether or not the Agent has exercised any or all of its
rights under other provisions of this Section 5, the Agent or its designee may
notify the relevant Debtor's customers and account debtors at any time that
Receivables have been assigned to the Agent or of the Agent's security interest
therein, and either in its own name, or such Debtor's name, or both, demand,
collect (including, without limitation, through a lockbox analogous to that
described in Section 5(b)(ii) hereof), receive, receipt for, sue for, compound
and give acquittance for any or all amounts due or to become due on Receivables,
and in the Agent's discretion file any claim or take any other action or
proceeding which the Agent may deem reasonably necessary or appropriate to
protect and realize upon the security interest of the Agent in the Receivables.

         (d) Any proceeds of Receivables or other Collateral transmitted to or
otherwise received by the Agent pursuant to any of the provisions of Sections
5(b) or 5(c) hereof may be handled

                                      -10-
<PAGE>   11

and administered by the Agent in and through a remittance account or accounts
maintained at the Agent or by the Agent at a commercial bank or banks selected
by the Agent (collectively the "Depositary Banks" and individually a "Depositary
Bank"), and each Debtor acknowledges that the maintenance of such remittance
accounts by the Agent is solely for the Agent's convenience and that the Debtors
do not have any right, title or interest in such remittance accounts or any
amounts at any time standing to the credit thereof. The Agent may apply all or
any part of any proceeds of Receivables or other Collateral received by it from
any source to the payment of the Obligations (whether or not then due and
payable), such applications to be made daily in such amounts, in such manner and
order as the Agent may from time to time in its discretion determine. The Agent
need not apply or give credit for any item included in proceeds of Receivables
or other Collateral until the Depositary Bank has received final payment
therefor at its office in cash or final solvent credits current at the site of
deposit acceptable to the Agent and the Depositary Bank as such. However, if the
Agent does permit credit to be given for any item prior to a Depositary Bank
receiving final payment therefor and such Depositary Bank fails to receive such
final payment or an item is charged back to the Agent or any Depositary Bank for
any reason, the Agent may at its election in either instance charge the amount
of such item back against any such remittance accounts or any depository account
of any Debtor maintained with the Agent, together with interest thereon at the
rate applicable to Base Rate Portions of the Revolving Credit Loans.
Concurrently with each transmission of any proceeds of Receivables or other
Collateral to any remittance account, upon the Agent's request, the relevant
Debtor shall furnish the Agent with a report in such form as the Agent shall
reasonably require identifying the particular Receivable or such other
Collateral from which the same arises or relates. The Agent and the Lenders
shall have no liability or responsibility to any Debtor for the Agent or any
other Depositary Bank accepting any check, draft or other order for payment of
money bearing the legend "payment in full" or words of similar import or any
other restrictive legend or endorsement whatsoever or be responsible for
determining the correctness of any remittance.

         Section 6. Special Provisions Re: Inventory. (a) Each Debtor shall at
its own cost and expense maintain, keep and preserve its Inventory in good and
merchantable condition.

         (b) Each Debtor may, until an Event of Default has occurred and is
continuing and thereafter until otherwise notified by the Agent, use, consume
and sell the Inventory in the ordinary course of its business, but a sale in the
ordinary course of business shall not under any circumstance include any
transfer or sale in satisfaction, partial or complete, of a debt owing by such
Debtor.

         (c) As of the time any Inventory of a Debtor becomes subject to the
security interest provided for hereby and at all times thereafter, such Debtor
shall be deemed to have warranted as to any and all of such Inventory that all
warranties of such Debtor set forth in this Agreement are true and correct with
respect to such Inventory; and that all of such Inventory is located at a
location set forth pursuant to Section 3(b) hereof. Each Debtor warrants and
agrees that no material part of its Inventory is or will be consigned to any
other person or entity without the Agent's prior written consent.

                                      -11-
<PAGE>   12

          (d) If any of the Inventory having an aggregate value in excess of
$5,000,000 is at any time evidenced by a document of title, such document shall
be promptly delivered by the relevant Debtor to the Agent.

          Section 7. Power of Attorney. In addition to any other powers of
attorney contained herein, each Debtor hereby appoints the Agent, its nominee,
or any other person whom the Agent may designate as such Debtor's
attorney-in-fact, with full power to sign such Debtor's name on verifications of
accounts and other Collateral; to send requests for verification of Collateral
to such Debtor's customers, account debtors and other obligors; to ask, demand,
collect, receive, receipt for, sue for, compound and give acquittance for any
and all sums or properties which may be or become due, payable or distributable
in respect of the Collateral or any part thereof, with full power to settle,
adjust or compromise any claim thereunder or therefor as fully as such Debtor
could itself do; to endorse such Debtor's name on any assignments, or other
instruments of transfer and on any checks, notes, acceptances, money orders,
drafts and any other forms of payment or security that may come into the Agent's
possession; to endorse the Collateral in blank or to the order of the Agent or
its nominee; to sign such Debtor's name on any invoice or bill of lading
relating to any Collateral, on claims to enforce collection of any Collateral,
on notices to and drafts against customers and account debtors and other
obligors, on schedules and assignments of Collateral, on notices of assignment
and on public records; to notify the post office authorities to change the
address for delivery of such Debtor's mail to an address designated by the
Agent; to receive, open and dispose of all mail addressed to such Debtor; and to
do all things necessary to carry out this Agreement. Each Debtor hereby ratifies
and approves all acts of any such attorney and agrees that neither the Agent nor
any such attorney will be liable for any acts or omissions nor for any error of
judgment or mistake of fact or law other than such person's gross negligence or
willful misconduct. The Agent may file one or more financing statements
disclosing its security interest in any or all of the Collateral without any
Debtor's signature appearing thereon, and each Debtor also hereby grants the
Agent a power of attorney to execute any such financing statements, or
amendments and supplements to financing statements, as the Agent may reasonably
deem necessary or appropriate to assure the Agent its lien and security interest
hereunder on behalf of such Debtor without notice thereof to any Debtor (and The
Agent agrees to provide the relevant Debtor notice and copies of any such filing
after it is made pursuant to this provision, provided the failure to give such
notice shall not affect the validity or enforceability of the relevant filing).
The foregoing powers of attorney, being coupled with an interest, are
irrevocable until this Agreement shall have terminated in accordance with
Section 10 hereof; provided, however, that the Agent agrees, as a personal
covenant to the relevant Debtor, not to exercise the powers of attorney set
forth in this Section unless an Event of Default has occurred and is continuing.

          Section 8. Defaults and Remedies. (a) The occurrence of any event or
the existence of any condition which is specified as an "Event of Default" under
the Credit Agreement shall constitute an "Event of Default" hereunder.

          (b) Upon the occurrence and during the continuation of any Event of
Default (i) the Agent shall have, in addition to all other rights provided
herein or by law, the rights and remedies of a secured party under the UCC
(regardless of whether the UCC is the law of the jurisdiction where the rights
or remedies are asserted and regardless of whether the UCC applies to the

                                      -12-
<PAGE>   13


affected Collateral), and (ii) further the Agent may, without demand and without
advertisement, notice, hearing or process of law, all of which each Debtor
hereby waives to the extent permitted by applicable law, at any time or times,
sell and deliver any or all Collateral held by or for it at public or private
sale, or at any of the Agent's offices or elsewhere, for cash, upon credit or
otherwise, at such prices and upon such terms as the Agent deems advisable, in
its sole discretion. In the exercise of any such remedies, the Agent may sell
the Collateral as a unit even though the sales price thereof may be in excess of
the amount remaining unpaid on the Obligations. Also, if less than all the
Collateral is sold, the Agent shall have no duty to marshal or apportion the
part of the Collateral so sold as between the Debtors, or any of them, but may
sell and deliver any or all of the Collateral without regard to which of the
Debtors are the owners thereof. Any requirement of reasonable notice shall be
met if such notice is personally served on or mailed, postage prepaid, to the
Debtors in accordance with Section 12(b) hereof at least 10 days before the time
of sale or other event giving rise to the requirement of such notice; provided,
however, no notification need be given to a Debtor if such Debtor has signed,
after an Event of Default hereunder has occurred, a statement renouncing any
right to notification of sale or other intended disposition. The Agent shall not
be obligated to make any sale or other disposition of the Collateral regardless
of notice having been given. The Agent or any Lender may be the purchaser at any
such sale. Each Debtor hereby waives all of its rights of redemption from any
such sale. Subject to the provisions of applicable law, the Agent may postpone
or cause the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without
further notice, be made at the time and place to which the sale was postponed or
the Agent may further postpone such sale by announcement made at such time and
place.

         (c) Without in any way limiting the foregoing, upon the occurrence and
during the continuation of any Event of Default hereunder, the Agent shall have
the right, in addition to all other rights provided herein or by law, to take
physical possession of any and all of the Collateral and anything found therein,
the right for that purpose to enter without legal process any premises where the
Collateral may be found (provided such entry be done lawfully), and the right to
maintain such possession on the relevant Debtor's premises (each Debtor hereby
agreeing, to the extent it may lawfully do so, to lease such premises without
cost or expense to the Agent or its designee if the Agent so requests) or to
remove the Collateral or any part thereof to such other places as the Agent may
desire. Upon the occurrence and during the continuation of any Event of Default
hereunder, the Agent shall have the right to exercise any and all rights with
respect to deposit accounts of each Debtor maintained with the Agent or any
Lender, including, without limitation, the right to collect, withdraw and
receive all amounts due under each such deposit account. Upon the occurrence and
during the continuation of any Event of Default hereunder, each Debtor shall,
upon the Agent's demand, assemble the Collateral and make it available to the
Agent at a place designated by the Agent. If the Agent exercises its right to
take possession of the Collateral, each Debtor shall also at its expense perform
any and all other steps requested by the Agent to preserve and protect the
security interest hereby granted in the Collateral, such as placing and
maintaining signs indicating the security interest of the Agent, appointing
overseers for the Collateral and maintaining Collateral records.

         (d) The powers conferred upon the Agent hereunder are solely to
protect its interest in the Collateral and shall not impose on it any duties to
exercise such powers. The Agent shall be

                                      -13-
<PAGE>   14

deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if the Collateral is accorded treatment
substantially equivalent to that which the Agent accords its own property, it
being understood, however, that the Agent shall have no responsibility for (i)
ascertaining or taking any action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not
the Agent has or is deemed to have knowledge of such matters, (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Collateral, or (iii) initiating any action to protect the Collateral or any part
thereof against the possibility of a decline in market value.

          (e) Without in any way limiting the foregoing, each Debtor hereby
grants to the Agent for the benefit of the Lenders a royalty-free non-exclusive
irrevocable license and right to use all of such Debtor's patents, patent
applications, patent licenses, trademarks, trademark registrations, trademark
licenses, trade names, trade styles, and similar intangibles in connection with
any foreclosure or other realization by the Agent on all or any part of the
Collateral to the extent permitted by law and the applicable license or other
intellectual property agreement. The license and right granted the Agent hereby
shall be without any royalty or fee or charge whatsoever.

          (f) Failure by the Agent to exercise any right, remedy or option under
this Agreement or any other agreement between any Debtor and the Agent or
provided by law, or delay by the Agent in exercising the same, shall not operate
as a waiver; and no waiver shall be effective unless it is in writing, signed in
accordance with Section 12.1 of the Credit Agreement and then only to the extent
specifically stated. Neither the Agent, nor any Lender, nor any party acting as
attorney for the Agent or any Lender, shall be liable hereunder for any acts or
omissions or for any error of judgment or mistake of fact or law other than
their gross negligence or willful misconduct. The rights and remedies of the
Agent and the Lenders under this Agreement shall be cumulative and not exclusive
of any other right or remedy which the Agent or the Lenders may have. For
purposes of this Agreement, an Event of Default shall be construed as continuing
after its occurrence until the same is cured or waived in writing by the Lenders
or the Required Banks, as the case may be, in accordance with the Credit
Agreement.

          Section 9. Application of Proceeds. The proceeds and avails of the
Collateral at any time received by the Agent upon the occurrence and during the
continuation of any Event of Default shall, when received by the Agent in cash
or its equivalent, be applied by the Agent in reduction of, or held as
collateral security for, the Obligations in accordance with the terms of Section
3.5 of the Credit Agreement. The Debtors shall remain liable to the Agent and
the Lenders for any deficiency. Any surplus remaining after the full payment and
satisfaction of the Obligations shall be returned to the Company, as agent for
the Debtors, or to whomsoever the Agent reasonably determines is lawfully
entitled thereto.

          Section 10. Continuing Agreement. This Agreement shall be a continuing
agreement in every respect and shall remain in full force and effect until (i)
the commitments of the Lenders to extend credit to or for the account of the
Company under the Credit Agreement have expired or otherwise terminated and all
of the Obligations, both for principal and interest then due and payable, have
been fully paid and satisfied, or (ii) the lien and security interests shall
have terminated pursuant to Section 1.8(b) of the Credit Agreement. Upon such
termination of this

                                      -14-
<PAGE>   15

Agreement, the Agent shall, upon the request and at the expense of the Debtors,
forthwith release its security interest hereunder and deliver termination of all
financing statements.

          Section 11. The Agent. In acting under or by virtue of this Agreement,
the Agent shall be entitled to all the rights, authority, privileges and
immunities provided in Section 10 of the Credit Agreement, all of which
provisions of said Section 10 are incorporated by reference herein with the same
force and effect as if set forth herein in their entirety. The Agent hereby
disclaims any representation or warranty to the Lenders or any other holders of
the Obligations concerning the perfection of the liens and security interests
granted hereunder or in the value of any of the Collateral.

          Section 12. Miscellaneous. (a) This Agreement cannot be changed or
terminated orally. This Agreement shall create a continuing lien on and security
interest in the Collateral and shall be binding upon each Debtor, its successors
and assigns and shall inure, together with the rights and remedies of the Agent
and the Lenders hereunder, to the benefit of the Agent, the Lenders and their
successors and permitted assigns; provided, however, that no party hereto may
assign its rights or delegate its duties hereunder except as provided in
Sections 10.13, 12.10, 12.16 and 12.17 of the Credit Agreement. Without limiting
the generality of the foregoing, and subject to the provisions of the Credit
Agreement, any Lender may assign or otherwise transfer any indebtedness held by
it secured by this Agreement to any other person, and such other person shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise.

         (b) All communications provided for herein shall be in writing, except
as otherwise specifically provided for hereinabove, and shall be deemed to have
been given or made, if to any Debtor when given to such Debtor in accordance
with Section 12.7 of the Credit Agreement, or if to the Agent or any Lender,
when given to such party in accordance with Section 12.7 of the Credit
Agreement.

         (c) No Lender shall have the right to institute any suit, action or
proceeding in equity or at law for the foreclosure or other realization upon any
Collateral subject to this Agreement or for the execution of any trust or power
hereof or for the appointment of a receiver, or for the enforcement of any other
remedy under or upon this Agreement; it being understood and intended that no
one or more of the Lenders shall have any right in any manner whatsoever to
affect, disturb or prejudice the lien and security interest of this Agreement by
its or their action or to enforce any right hereunder, and that all proceedings
at law or in equity shall be instituted, had and maintained by the Agent in the
manner herein provided for the benefit of the Lenders.

         (d) In the event that any provision hereof shall be deemed to be
invalid or unenforceable by reason of the operation of any law or by reason of
the interpretation placed thereon by any court, this Agreement shall be
construed as not containing such provision, but only as to such jurisdictions
where such law or interpretation is operative, and the invalidity or
unenforceability of such provision shall not affect the validity of any
remaining provisions hereof, and any and all other provisions hereof which are
otherwise lawful and valid shall remain in full force and effect. Without
limiting the generality of the foregoing, in the event that this Agreement shall
be deemed to be invalid or otherwise unenforceable with respect to any Debtor,


                                      -15-
<PAGE>   16

such invalidity or unenforceability shall not affect the validity of this
Agreement with respect to the other Debtors.

         (e) The lien and security interest herein created and provided for
stand as direct and primary security for the Obligations of the Borrowers
arising under or otherwise relating to the Credit Agreement as well as for any
of the other Obligations. No application of any sums received by the Lenders in
respect of the Collateral or any disposition thereof to the reduction of the
Obligations or any part thereof shall in any manner entitle any Debtor to any
right, title or interest in or to the Obligations or any collateral or security
therefor, whether by subrogation or otherwise, unless and until this Agreement
shall have terminated in accordance with Section 10 hereof. Each Debtor
acknowledges that the lien and security interest hereby created and provided are
absolute and unconditional and shall not in any manner be affected or impaired
by any acts or omissions whatsoever of the Agent, any Lender or any other holder
of any Obligations, and without limiting the generality of the foregoing, the
lien and security interest hereof shall not be impaired by any acceptance by the
Lenders or any other holder of any Obligations of any other security for or
guarantors upon any of the Obligations or by any failure, neglect or omission on
the part of the Agent, any Lender or any other holder of any Obligations to
realize upon or protect any of the Obligations or any collateral or security
therefor. The lien and security interest hereof shall not in any manner be
impaired or affected by any sale, pledge, surrender, compromise, settlement,
release, renewal, extension, indulgence, alteration, substitution, exchange,
change in, modification or disposition of any of the Obligations or of any
collateral or security therefor, or of any guaranty thereof, or of any
instrument or agreement setting forth the terms and conditions pertaining to any
of the foregoing. The Lenders may at their discretion at any time grant credit
to the Borrowers without notice to the other Debtors in such amounts and on such
terms as the Lenders may elect (all of such to constitute additional
Obligations) without in any manner impairing the lien and security interest
created and provided for herein. In order to realize hereon and to exercise the
rights granted the Agent and the Lenders hereunder and under applicable law,
there shall be no obligation on the part of the Agent, any Lender or any other
holder of any Obligations at any time to first resort for payment to the
Borrowers or to any other Debtor or to any guaranty of the Obligations or any
portion thereof or to resort to any other collateral, security, property, liens
or any other rights or remedies whatsoever, and the Agent and the Lenders shall
have the right to enforce this Agreement against any Debtor or any of its
Collateral irrespective of whether or not other proceedings or steps seeking
resort to or realization upon or from any of the foregoing are pending.

         (f) This Agreement shall be deemed to have been made in the State of
Illinois and shall be governed by, and construed in accordance with, the laws of
the State of Illinois. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provision hereof.

         (g) Each Debtor hereby submits to the non-exclusive jurisdiction of the
United States District Court for the Northern District of Illinois and of any
Illinois state court sitting in the City of Chicago for purposes of all legal
proceedings arising out of or relating to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby. Each Debtor
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any

                                      -16-
<PAGE>   17

claim that any such proceeding brought in such a court has been brought in an
inconvenient form. EACH DEBTOR, THE AGENT, AND EACH LENDER HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         (h) This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each
constituting an original, but all together one and the same agreement.


                           [SIGNATURE PAGES TO FOLLOW]

                                      -17-
<PAGE>   18

         IN WITNESS WHEREOF, each Debtor has caused this Agreement to be duly
executed and delivered in Chicago, Illinois as of the date first above written.

                                  "DEBTORS"


                                  SEMINIS, INC.



                                  By
                                     Its
                                        ----------------------------------------

                                  Address:
                                         2700 Camino del Sol
                                         Oxnard, California  93030-7967
                                         Attention:
                                                   -----------------------------


                                         SEMINIS VEGETABLE SEEDS, INC.



                                  By
                                     Its
                                        ----------------------------------------

                                  Address:
                                         2700 Camino del Sol
                                         Oxnard, California  93030-7967
                                         Attention:
                                                   -----------------------------

                                      -18-
<PAGE>   19

         Accepted and agreed to in Chicago, Illinois as of the date first above
written.


                                    HARRIS TRUST AND SAVINGS BANK,
                                         as Agent as aforesaid for the Lenders



                                    By
                                       Its  Vice President

                                    Address:
                                           111 West Monroe Street
                                           P.O. Box 755
                                           Chicago, Illinois  60690
                                           Attention:  Agribusiness Division

                                      -19-
<PAGE>   20

                                   SCHEDULE A

                                    LOCATIONS

1.            Seminis, Inc.

              Federal Tax I.D. Number:  36-0769130

              Chief Executive Office:          2700 Camino del Sol
                                               Ventura County
                                               Oxnard, California  93030-7967


              Additional Collateral Locations:  None

2.            Seminis Vegetable Seeds, Inc.

              Federal Tax I.D. Number:  95-2252858

              Chief Executive Office:        2700 Camino del Sol
                                             Ventura County
                                             Oxnard, California  93030-7967
Additional Collateral Locations:
<TABLE>
<CAPTION>

                     LOCATION OF PROPERTY               CITY               ST      COUNTY

  <S>   <C>                                            <C>                 <C>    <C>
  1     2896 E. Hwy 95                                 Yuma                AZ     Yuma
  2.    3832 E. 24th Place                             Yuma                AZ     Yuma
  3.    #1 Peto Rd (Corner of Peto & Theatre Rd)       Williams            CA     Colusa
  4.    803 Main St./                                  El Centro           CA     Imperial
        75 S. Evan Hewes Hwy
  5.    13720 Rock Pile Road                           Arvin               CA     Kern
  6.    Fwy 101 So.(425 Alta St)                       Gonzales            CA     Monterey
  7.    1081-A Harkins Rd.                             Salinas             CA     Monterey
  8.    124-A Griffin St.                              Salinas             CA     Monterey

  9.    2700 Camino del Sol                            Oxnard              CA     Ventura/Comb
 10.    1905 Lirio Ave                                 Saticoy             CA     Ventura
 11.    910 Duncan RD                                  San Juan Bautista   CA     San Benito
 12.    500 Lucy Brown Lane                            San Juan Bautista   CA     San Benito
</TABLE>
<PAGE>   21

<TABLE>
<CAPTION>

                     LOCATION OF PROPERTY               CITY               ST      COUNTY

  <S>   <C>                                            <C>                 <C>    <C>
 13.    650 Leanna Drive                               Arroyo Grande       CA     San Luis Obispo
 14.    37437 State Highway 16                         Woodland            CA     Yolo
 15.    3065 Pacheco Pass Highway                      Gilroy              CA     Santa Clara
 16.    810 SW 1st  Street                             Homestead           FL     Dade
 17.    8200 Immokalee Road - sold 1/99                Naples              FL     Collier
 18.    1402 Rail Head Blvd.                           Naples              FL     Collier
 19.    5884 State Rd, 29 North                        Felda               FL     Hendry
 20.    1282 SW Pelican Circle                         Palm City           FL     Martin
 21.    4420 A Banker's Circle                         Doraville           GA     Dekalb
 22.    432 TYTY Omega RD                              Tifton              GA     Tift
 23.    10721 Scotch Pine RD                           Payette             ID     Payette
 24.    1 Mile E. Filer on Highway #30                 Twin Falls          ID     Twin Falls
 25.    529 North Street                               Filer               ID     Twin Falls
 26.    1811 East Florida Street                       Nampa               ID     Canyon
 27.    22479 Fargo Road                               Wilder              ID     Canyon
 28.    1740 East Oak RD                               Vineland            NJ     Cumberland
 29.    291 Telegraph Rd                               Alloway             NJ     Salem
 30.    4515 Opitz Road                                Berino              NM     Dona Ana
 31.    5271 North Flat Street                         Hall                NY     Ontario
 32.    E State Highway 83                             Weslaco             TX     Hidalgo
 33.    2 Mile N493 1/4 mile W of Sioux Rd             Donna               TX     Hidalgo
        Block 12 (where La Blance Rd ends)             Donna               TX     Hidalgo
 34.    723 Central Avenue South                       Quincy              WA     Grant
 35.    115 East First North                           Warden              WA     Grant
 36.    1669 La Conner-Whitney Rd                      Mt Vernon           WA     Skagit
 37.    7202 Portage Rd                                DeForest            WI     Dane
</TABLE>

                                      -2-

<PAGE>   22

                                   SCHEDULE B


                                   TRADE NAMES


                                               TRADE NAMES OF
           NAME OF DEBTOR                        SUCH DEBTOR

Seminis, Inc.                                     Seminis

Seminis Vegetable Seeds, Inc.                     Petoseed
                                                  Genecorp
                                                  Bruinsma
                                                  California