CHATTEL MORTGAGE AGREEMENT executed on November 1st of 2001 by:



     (1)  RICARDO BON ECHAVARRIA, on his own right and representing misters

          CARLOS BON ECHAVARRIA, OSCAR BON ECHAVARRIA, and LUIS GUILLERMO

          ECHAVARRIA DE LA VEGA (hereinafter jointly known as the "Guarantors"),

          and;



     (2)  AGROBIONOVA, S.A. DE C.V., represented in this act by misters Fidel

          Hoyos Pescador and Gerardo Gabriel Montemayor Garza (hereinafter known

          as "AGROBIONOVA" or the "TRUSTEE").



                               B A C K G R O U N D



I.-  On November 1st of 2001, AGROBIONOVA executed a stock purchase agreement

with the Guarantors (hereinafter and as a shortcut "Purchase Agreement").

Through this Purchase Agreement, the Guarantors purchased from AGROBIONOVA

2,500,500 (Two Million Five Hundred Thousand Five Hundred) registered stocks

(the "Shares"), representative of the subscribed and paid capital stock of

Interfruver, S.A. de C.V. ("Interfruver").  A copy of the Purchase Agreement

is annexed to this Agreement as Exhibit "A".



II.- As a consequence of the execution of the Purchase Agreement, there is a

pending debt that has to paid by the Guarantors.  In order to register their

obligation to pay to AGROBIONOVA the unpaid debt derived from the purchase of

the Shares, the Guarantors signed two promissory notes (the "Promissory

Notes") in favor of AGROBIONOVA.  Such Promissory Notes include part of the

unpaid debt of the purchase of the Shares.  A copy of the Promissory Notes is

annexed to this Agreement as Exhibits "B" and "C".



Hereinafter, the Purchase Agreement, the Promissory Notes, and any other

document executed according to such instruments shall be known as the

"Purchase Documents".



                              S T A T E M E N T S



I.-  The Guarantors state that:



     (a)  Up to the date of execution of this Agreement they are the only

          legitimate owners, among other things, of the Shares.



     (b)  The Shares (i) are totally subscribed and paid, (ii) are free from

          any encumbrance and/or legal limitations regarding property ownership

          rights, (iii) are represented by the final certificates of title

          numbers 005, 006, 007, 012, 014, and 015, and (iv) represent, at

          least, 50.01% (fifty point cero one percent) of the total, subscribed,

          and paid capital stock of Interfruver.



     (c)  In order to induce AGROBIONOVA to sell the Shares on an installment

          plan, they have agreed to constitute a pledge on the Shares in order

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