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                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT, effective as of April 7, 2000, is made by and
between DELTAGEN, INC., a Delaware corporation (hereinafter the "Company"),
and WILLIAM MATTHEWS, PH.D. (hereinafter "Executive").

                                    RECITALS

         WHEREAS, the Company and Executive wish to set forth in this
Agreement the terms and conditions under which Executive will continue to be
employed by the Company; and

         WHEREAS, the Company wishes to be assured that Executive will be
available to the Company for an additional three (3) years after April 7, 2000.

         NOW, THEREFORE, the Company and Executive, in consideration of the
mutual promises set forth herein, agree as follows:

                                   ARTICLE I.

                                TERM OF AGREEMENT

         A. COMMENCEMENT DATE. The terms of this Agreement shall govern
Executive's employment with the Company from April 7, 2000 ("Commencement
Date") and this Agreement shall expire after a period of three (3) years from
the Commencement Date, unless terminated earlier pursuant to Article 6.

         B. RENEWAL. The term of this Agreement shall be automatically
renewed for successive, additional one (1) year term unless either party
delivers written notice to the other at least ninety (90) days prior to the
expiration date of this Agreement of an intention to terminate this Agreement
or to renew it for a term of less than (1) year.

                                  ARTICLE II.

                                EMPLOYMENT DUTIES

         A. TITLE/RESPONSIBILITIES. Executive hereby accepts employment with
the Company pursuant to the terms and conditions hereof. Executive agrees to
serve the Company in the position of Chief Executive Officer and President.
Executive shall have the powers and duties commensurate with such position,
including but not limited to, hiring personnel necessary (in the judgment of
the Board of Directors) to carry out the responsibilities for such position.

         B. FULL TIME ATTENTION. Executive shall devote his best efforts and
his full business time and attention to the performance of the services
customarily incident to such office and to such other services as the Board
may reasonably request, provided that Executive may also serve on the Boards
of Directors of a limited number of other companies with the prior written
consent of the Board.

         C. OTHER ACTIVITIES. Except upon the prior written consent of the
Board of Directors, Executive shall not during the period of employment
engage, directly or indirectly, in any other business activity (whether or
not pursued for pecuniary advantage) that is or may be competitive with, or
that might place him in a competing position to that of the Company or

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any other corporation or entity that directly or indirectly controls, is
controlled by, or is under common control with the Company (an "Affiliated
Company"), provided that Executive may own less than two percent of the
outstanding securities of any such publicly traded competing corporation.

         D. DIRECTORSHIPS. Executive will be nominated for reelection to the
Company's Board of Directors if the By-Laws so require it. At the pleasure of
the Company's stockholders, Executive agrees to serve as a Director on the
Company's Board of Directors at no additional compensation.

                                  ARTICLE III.

                                  COMPENSATION

         A. BASE SALARY. Executive shall receive a Base Salary at an annual
rate of two hundred thirty-five thousand dollars ($235,000), payable in
accordance with the Company's customary payroll practices. The Company's
Board of Directors shall provide Executive with annual performance reviews,
and, thereafter, Executive shall be entitled to such Base Salary as the Board
of Directors may from time to time establish in its sole discretion.

         B. ANNUAL BONUS. Executive shall be eligible for an annual bonus as
determined by the Board of Directors in its sole discretion.

         C. ACCELERATED VESTING OF OPTIONS. If the Company enters into a
transaction which is a Change in Control Transaction, then all of the
Executive's stock options granted prior to the date of completion of the
Change in Control Transaction shall become fully vested and exercisable.

         D. WITHHOLDINGS. All compensation and benefits to Executive
hereunder shall be subject to all federal, state, local and other
withholdings and similar taxes and payments required by applicable law.





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<PAGE>

                                  ARTICLE IV.

                     EXPENSE ALLOWANCES AND FRINGE BENEFITS

         A. VACATION. Executive shall be entitled to three (3) weeks of
annual paid vacation during the term of this Agreement.

         B. BENEFITS. During the term of this Agreement, the Company shall
also provide Executive with the usual health insurance benefits it generally
provides to its other senior management employees, other than life insurance
(which shall be paid directly by Executive). As Executive becomes eligible in
accordance with criteria to be adopted by the Company, the Company shall
provide Executive with the right to participate in and to receive benefits
from accident, disability, medical, pension, bonus, stock, profit-sharing and
savings plans and similar benefits made available generally to employees of
the Company as such plans and benefits may be adopted by the Company,
provided that Executive shall during the term of this Agreement be entitled
to receive at a minimum standard medical and dental benefits similar to those
typically afforded to Chief Executive Officer in similar sized biotechnology
companies, excluding life insurance. The amount and extent of benefits to
which Executive is entitled shall be governed by the specific benefit plan as
it may be amended from time to time.

         C. BUSINESS EXPENSE REIMBURSEMENT. During the term of this
Agreement, Executive shall be entitled to receive proper reimbursement for
all reasonable out-of-pocket expenses incurred by him (in accordance with the
policies and procedures established by the Company for its senior executive
officers) in performing services hereunder, provided Executive properly
accounts therefor.

                                   ARTICLE V.

                                CONFIDENTIALITY

         A. PROPRIETARY INFORMATION. Executive represents and warrants that
he has executed and delivered to the Company the Company's standard
Proprietary Information and Inventions Agreement in form acceptable to the
Company's counsel.

         B. RETURN OF PROPERTY. All documents, records, apparatus, equipment
and other physical property which is furnished to or obtained by Executive in
the course of his employment with the Company shall be and remain the sole
property of the Company. Executive agrees that, upon the termination of his
employment, he shall return all such property (whether or not it pertains to
Proprietary Information as defined in the Proprietary Information and
Inventions Agreement), and agrees not to make or retain copies, reproductions
or summaries of any such property.


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<PAGE>

                                  ARTICLE VI.

                                  TERMINATION

         A. BY DEATH. The period of employment shall terminate automatically
upon the death of Executive. In such event, the Company shall pay to
Executive's beneficiaries or his estate, as the case may be, any accrued Base
Salary, any bonus compensation to the extent earned, any vested deferred
compensation (other than pension plan or profit-sharing plan benefits which
will be paid in accordance with the applicable plan), any benefits under any
plans of the Company in which Executive is a participant to the full extent
of Executive's rights under such plans, any accrued vacation pay and any
appropriate business expenses incurred by Executive in connection with his
duties hereunder, all to the date of termination (collectively "Accrued
Compensation"), but no other compensation or reimbursement of any kind,
including, without limitation, severance compensation, and thereafter, the
Company's obligations hereunder shall terminate.

         B. BY DISABILITY. If Executive is prevented from properly performing
his duties hereunder by reason of any physical or mental incapacity for a
period of more than 180 days in the aggregate in any 365-day period, then, to
the extent permitted by law, the Company may terminate the employment on the
180th day of such incapacity. In such event, the Company shall pay to
Executive all Accrued Compensation, and shall continue to pay to Executive
the Base Salary until such time as Executive shall become entitled to receive
disability insurance payments under the disability insurance policy
maintained by the Company.

         C. BY COMPANY FOR CAUSE. The Company may terminate Executive's
employment for Cause (as defined below) without liability at any time with or
without advance notice to Executive. The Company shall pay Executive all
Accrued Compensation, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation, and thereafter the
Company's obligations hereunder shall terminate. Termination shall be for
"Cause" in the event of the occurrence of any of the following: (a) any
intentional action or intentional failure to act by Executive which was
performed in bad faith and to the material detriment of the Company; (b)
Executive intentionally refuses or intentionally fails to act in accordance
with any lawful and proper direction or order of the Board; (c) Executive
willfully and habitually neglects the duties of employment; or (d) Executive
is convicted of a felony crime involving moral turpitude, provided that in
the event that any of the foregoing events is capable of being cured, the
Company shall provide written notice to Executive describing the nature of
such event and Executive shall thereafter have five (5) business days to cure
such event.

         D. AT WILL. At any time, the Company may terminate Executive's
employment without liability other than as set forth below, for any reason
not specified in Section 6.C above, by giving thirty (30) days advance
written notice to Executive. If the Company elects to terminate Executive
pursuant to this Section 6.D, the Company shall pay to Executive all Accrued
Compensation and shall continue to pay to Executive as provided herein
Executive's Salary for nine (9) months from the date of such termination as
severance compensation. Upon payment of the severance benefits described
herein, all obligations of the Company (or its successor) shall terminate.

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<PAGE>

         During the period when such severance compensation is being paid to
Executive, Executive shall not (i) engage, directly or indirectly, in any
other business activity that is competitive with, or that places him in a
competing position to that of the Company or any Affiliated Company (provided
that Executive may own less than two percent (2%) of the outstanding
securities of any publicly traded corporation), or (ii) hire, solicit, or
attempt to hire on behalf of himself or any other party any employee or
exclusive consultant of the Company. If the Company terminates this Agreement
or the employment of Executive with the Company other than pursuant to
Section 6.A, 6.B or 6.C, then this Section 6.D shall apply.

         E. CONSTRUCTIVE TERMINATION. In the event that the Company shall
materially reduce the powers and duties of employment of Executive resulting
in a material decrease in Base Salary or in the responsibilities of Executive
which are inconsistent with Executive acting as Chief Executive Officer and
President of the Company, such action shall be deemed to be a termination of
employment of Executive without cause pursuant to Section 6.D.

         F. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall have occurred if at any time during the term of Executive's
employment hereunder, any of the following events shall occur:

         1. The consummation of a merger or consolidation of the Company with
or into another entity or any other corporate reorganization, if more than
50% of the combined voting power of the continuing or surviving entity's
securities outstanding immediately after such merger, consolidation or other
reorganization is owned by persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization;

         2. A change in the composition of the Board, as a result of which
fewer than one-half of the incumbent directors are directors who either (1)
had been directors of the Company 24 months prior to such change; or (2) were
elected, or nominated for election, to the Board with the affirmative votes
of at least a majority of the directors who had been directors of the Company
24 months prior to such change and who were still in office at the time of
the election or nomination; or

         3. Any "person" (as such term is used in Section 13(d) and Section
14 of the Exchange Act) by the acquisition of securities is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors
(the "Base Capital Stock") except that any change in the relative beneficial
ownership of the Company's securities resulting solely from a reduction in
the aggregate number of outstanding shares of Base Capital Stock, and any
decrease thereafter in such person's ownership of securities shall be
disregarded until such person increases in any manner, directly or
indirectly, such person's beneficial ownership of any securities of the
Company. Thus, for example, any person who owns less than 50% of the
Company's outstanding shares, shall cause a Change in Control to occur as of
any subsequent date if such person then acquires an additional interest in
the Company which, when added to the person's previous holdings, causes the
person to hold more than 50% of the Company's outstanding shares.

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<PAGE>

         The term "Change in Control" shall not include a transaction, the
sole purpose of which is to change the state of the Company's incorporation.


                                  ARTICLE VII.

                               GENERAL PROVISIONS

         A. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement and the rights of the parties thereunder shall
be interpreted and enforced under California law without reference to
principles of conflicts of laws. The parties expressly agree that inasmuch as
the Company's headquarters and principal place of business are located in
California, it is appropriate that California law govern this Agreement.

         B. ASSIGNMENT; SUCCESSORS; BINDING AGREEMENT.

         1. Executive may not assign, pledge or encumber his interest in this
Agreement or any part thereof.

         2. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, operation of
law or by agreement in form and substance reasonably satisfactory to
Executive, to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place.

         3. This Agreement shall inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributee, devisees and legatees. If Executive should
die while any amount is at such time payable to him hereunder, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Executive's devisee, legates or other designee
or, if there be no such designee, to his estate.

         C. NO WAIVER OF BREACH. The waiver by any party of the breach of any
provision of this Agreement shall not be deemed to be a waiver of any
subsequent breach.

         D. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below or to such other address as either party
may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.

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<PAGE>

         To the Company:      Deltagen, Inc.
                              1003 Hamilton Avenue
                              Menlo Park, CA 94025

         To Executive:        William Matthews, Ph.D.
                              c/o Deltagen, Inc.
                              1003 Hamilton Avenue
                              Menlo Park, CA 94025

         E. MODIFICATION; WAIVER; ENTIRE AGREEMENT. No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Executive and
such officer as may be specifically designated by the Board of the Company.
No waiver by either party hereto at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent
time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.

         F. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         G. CONTROLLING DOCUMENT. In case of conflict between any of the
terms and conditions of this Agreement and any prior employment or option
agreement between the Company and Executive, the terms and conditions of this
Agreement shall control.

         H. EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges (a) that he has
consulted with or has had the opportunity to consult with independent counsel
of his own choice concerning this Agreement, and has been advised to do so by
the Company, and (b) that he has read and understands the Agreement, is fully
aware of its legal effect, and has entered into it freely based on his own
judgment.

         I. REMEDIES.

         1. INJUNCTIVE RELIEF. The parties agree that the services to be
rendered by Executive hereunder are of a unique nature and that in the event
of any breach or threatened breach of any of the covenants contained herein,
the damage or imminent damage to the value and the goodwill of the Company's
business will be irreparable and extremely difficult to estimate, making any
remedy at law or in damages inadequate. Accordingly, the parties agree that
the Company shall be entitled to injunctive relief against Executive in the
event of any breach or threatened breach of any such provisions by Executive,
in addition to any other relief (including damages) available to the Company
under this Agreement or under law.

         2. EXCLUSIVE. Both parties agree that the remedy specified in
Section 7.I.1 above is not exclusive of any other remedy for the breach by
Executive of the terms hereof.

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         J. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
Agreement.

         Executed by the parties as of the day and year first above written.

                                     DELTAGEN, INC.



                                     By:
                                         --------------------------------

                                     Its:
                                         --------------------------------

                                     EXECUTIVE:



                                     /s/ William Matthews
                                     ------------------------------------
                                            William Matthews, Ph.D.










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