Calgene Inc/DE – ‘S-4’ on 2/6/96

On:  Tuesday, 2/6/96, at 5:02pm ET   ·   Accession #:  950109-96-588   ·   File #:  333-00739   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 7/13/96 by the SEC on 4/5/04. ®

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               244   1.34M 
                          Business-Combination Transaction                       
 2: EX-3.1      Certificateofincorporation                             4     23K 
 3: EX-3.2      Formofamended and Restated Certificate                13     50K 
 4: EX-3.3      By-Lawsofthe Registrant                               17     59K 
 5: EX-4.1      Specimenstockcertificate                               2     20K 
 6: EX-5.1      Opinionofhale and Dorr                                 2     16K 
 7: EX-8.1      Opinionofhale and Dorr With Respect to Tax             4     21K 
 8: EX-10.1     Formofholding Company Credit Facility                 32    111K 
17: EX-10.10    Formofoil License Agreement                           11     37K 
18: EX-10.11    Formofletter Agreement                                 1     13K 
19: EX-10.12    Formofinsect-Protected License Agreement              64    175K 
20: EX-10.13    Secondamendedand Restated Employee Agreement          31     89K 
21: EX-10.14    Jointventureagreement Dated as of 12/15/92            13     40K 
22: EX-10.15    Jointventureagreement Dated as of 1/1/81              42     85K 
23: EX-10.16    Jointventureagreement Dated as of 10/31/94            20     71K 
24: EX-10.17    Marketingagreement                                     4     19K 
25: EX-10.18    Theregistrant'S1996 Stock Option Plan                 11     46K 
 9: EX-10.2     Formofgargiulo Credit Facility Agreement              35    112K 
10: EX-10.3     Formofacc Deaminase License Agreement                 10     35K 
26: EX-10.36    Changeofcontrol Employment Agreement                  25     58K 
27: EX-10.37    Changeofcontrol Employment Agreement                  25     59K 
28: EX-10.38    Changeofcontrol Employment Agreement                  25     58K 
29: EX-10.39    Assetpurchaseagreement                                59    242K 
11: EX-10.4     Formofadpgpp License Agreement                        10     34K 
12: EX-10.5     Formofcmv License Agreement                           11     37K 
13: EX-10.6     Formoffad 3 License                                   11     40K 
14: EX-10.7     Formoffruit Specific Promoter License                 10     34K 
15: EX-10.8     Formofgemini Virus License Agreement                  10     34K 
16: EX-10.9     Formofinsect Resistance License                       10     34K 
30: EX-21.1     Listofregistrant's Subsidiaries                        1     11K 
31: EX-23.1     Consentofernst and Young LLP                           1     13K 
32: EX-23.2.1   Consentofdeloitte and Touche LLP                       1     12K 
33: EX-23.2.2   Consentofdeloitte and Touche LLP                       1     13K 
34: EX-23.3     Consentoflanda, Umpierre and Company                   1     13K 
35: EX-23.4     Consentofarthur Andersen                               1     12K 
36: EX-23.6     Consentofmontgomery Securities                         1     13K 
37: EX-27       Financial Data Schedule                                2     13K 
38: EX-99.2     Formofproxy Card of Calgene, Inc.                      2     16K 
39: EX-99.3     Consentofrobert T. Fraley                              1     14K 
40: EX-99.4     Consentofjeffrey D. Gargiulo                           1     14K 
41: EX-99.5     Consentofhoward D. Palefsky                            1     14K 
42: EX-99.6     Consentofjohn E. Robson                                1     14K 
43: EX-99.7     Consentofcarl V. Stinnett                              1     14K 
44: EX-99.8     Consentofallen J. Vangelos                             1     14K 
45: EX-99.9     Consentofhendrik A. Verfaillie                         1     14K 

S-4   —   Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1996  
                                                    REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
---------------   
FORM S-4  
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
---------------   
CALGENE II, INC.  
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  
DELAWARE                       0161                     68-0369863  
(STATE OR OTHER       (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER 
JURISDICTION OF       CLASSIFICATION CODE NUMBER)      IDENTIFICATION NO.)
INCORPORATION OR                                                            
ORGANIZATION)                                                           
1920 FIFTH STREET 
DAVIS, CALIFORNIA 95616 
(916) 753-6313  
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 
---------------   
ROGER H. SALQUIST 
CHIEF EXECUTIVE OFFICER 
CALGENE II, INC.  
1920 FIFTH STREET 
DAVIS, CALIFORNIA 95616 
(916) 753-6313  
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,  
OF AGENT FOR SERVICE) 
---------------   
COPIES TO:  
MARK G. BORDEN, ESQ.                             CRAIG A. ADOOR, ESQ.         
   HALE AND DORR                    PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE
60 STATE STREET                                     720 OLIVE             
BOSTON, MASSACHUSETTS                        STREET ST. LOUIS, MISSOURI         
02109 (617) 526-6000                           63101 (314)  421-3850          
---------------   
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes        
effective and certain other conditions under the Reorganization Agreement (as   
described herein) are satisfied or waived.                                      
If the securities being registered on this Form are being offered in    
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box. [_]                        
---------------   
CALCULATION OF REGISTRATION FEE 
================================================================================

                                                                [Download Table]


                                       PROPOSED        PROPOSED                 
TITLE OF EACH CLASS     AMOUNT         MAXIMUM         MAXIMUM       AMOUNT OF  
   OF SECURITIES        TO BE       OFFERING PRICE   AGGREGATE      REGISTRATION
  TO BE REGISTERED    REGISTERED(1)  PER SHARE(2)  OFFERING PRICE(2)   FEE(3)   
                                                                                
 Common Stock, $0.001                                                           
  par value                                                                     
  per share.......... 31,290,445    $5.6875        $177,964,406     $61,368.00  
================================================================================

(1) Monsanto Company ("Monsanto") and Calgene, Inc. ("Calgene") have entered    
into an Agreement and Plan of Reorganization which provides for a series
of transactions (collectively, the "Reorganization") pursuant to which, 
among other things, (i) a wholly-owned subsidiary of the Registrant will
be merged with and into Calgene and all outstanding shares of Calgene's 
  Common Stock will be converted into the Registrant's Common Stock and (ii)
 Monsanto will contribute certain assets to the Registrant in exchange for
shares of the Registrant's Common Stock. This Registration Statement    
  covers the maximum number of shares of the Registrant's common stock which
are expected to be issued to Calgene stockholders in connection with the
Reorganization plus the maximum number of shares of the Registrant's    
Common Stock which are reserved for issuance pursuant to the exercise of
outstanding options under Calgene's stock option plans that will be     
  assumed by the Registrant upon consummation of the Reorganization and will
be exercisable prior to April 15, 1996.                                 
(2) Estimated solely for the purpose of calculating the registration fee        
 pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
 "Securities Act"), and based upon the high and low sale prices of Calgene
 Common Stock as quoted on the Nasdaq National Market on January 30, 1996.
(3) A fee of $39,696.00 was previously paid by Calgene pursuant to Rules 14a-6  
promulgated under the Securities Exchange Act of 1934, as amended, in   
connection with the filing of the preliminary Proxy Statement/Prospectus
on November 7, 1995. Pursuant to Rule 457(b) under the Securities Act,  
 such fee is being credited against the registration fee, and accordingly,
an additional fee of $21,672 is being paid upon filing of this          
Registration Statement.                                                 
--------------- 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT  
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  
SECTION 8(A), MAY DETERMINE.                                                    
================================================================================

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CALGENE II, INC.

CROSS-REFERENCE SHEET SHOWING LOCATIONS IN THE PROXY STATEMENT/PROSPECTUS OF
THE RESPONSES TO THE ITEMS OF FORM S-4 (PURSUANT TO ITEM 501(B) OF REGULATION 
S-K)

                                                                [Download Table]

                FORM S-4                              LOCATION IN              
        ITEM NUMBER AND CAPTION                PROXY STATEMENT/PROSPECTUS      
        -----------------------                --------------------------      
                                                                               
 INFORMATION ABOUT THE TRANSACTION                                             
  1. Forepart of the Registration                                              
      Statement and Outside Front                                              
      Cover Page of Prospectus........   Facing Page; Cross Reference Sheet;   
                                         Outside Front Cover Page of Proxy     
                                         Statement/Prospectus                  
2. Inside Front and Outside Back                                               
      Cover Pages of Prospectus.......   Inside Front Cover Page of Proxy      
                                         Statement/Prospectus; Available       
                                         Information; Table of Contents        
  3. Risk Factors, Ratio of Earnings                                           
      to Fixed Charges and Other                                               
      Information.....................   Summary; Risk Factors; Calgene, Inc.  
                                         Selected Consolidated Financial Data; 
                                         Gargiulo L.P. Selected                
                                         Consolidated/Combined Financial Data; 
                                         Tomato Investment Associates, Inc. and
                                         Produce Related Technology of Monsanto
                                         Company Selected Combined Financial   
                                         Data; Collier Farms Selected Combined 
                                         Financial Data; Unaudited Selected Pro
                                         Forma Combined Financial Data;        
                                         Unaudited Pro Forma Combined Condensed
                                         Financial Statements                  

  4. Terms of the Transaction.........   Summary; Approval of the Merger; The  
                                         Reorganization Agreement and Related  
                                         Agreements; Description of Newco      
                                         Capital Stock; Comparison of          
                                         Stockholder Rights                    

  5. Pro Forma Financial Information..   Unaudited Pro Forma Combined Condensed
                                         Financial Statements                  

  6. Material Contacts with the                                                
      Company Being Acquired..........   Summary; Approval of the Merger; The  
                                         Reorganization Agreement and Related  
                                         Agreements; Related Party Transactions
  7. Additional Information Required                                           
      for Reoffering by Persons and                                            
      Parties Deemed to be                                                     
      Underwriters....................   Not Applicable                        

  8. Interests of Named Experts and                                            
      Counsel.........................   Legal Matters; Experts                

  9. Disclosure of Commission Position                                         
      on Indemnification for                                                   
      Securities Act Liabilities......   Not Applicable                        

 INFORMATION ABOUT THE REGISTRANT                                              
 10. Information with Respect to S-3                                           
      Registrants.....................   Not Applicable                        

 11. Incorporation of Certain                                                  
      Information by Reference........   Not Applicable                        

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                                                                [Download Table]

               FORM S-4                               LOCATION IN              
        ITEM NUMBER AND CAPTION                PROXY STATEMENT/PROSPECTUS      
        -----------------------                --------------------------      
                                                                               
12. Information with Respect to S-2 or                                         
     S-3 Registrants..................   Not Applicable                        

13. Incorporation of Certain                                                   
     Information by Reference.........   Not Applicable                        

14. Information with Respect to                                                
     Registrants Other Than                                                    
     S-3 or S-2 Registrants...........   Outside Front Cover Page of Proxy     
                                         Statement/Prospectus; Available       
                                         Information; Summary; Calgene II, Inc.

INFORMATION ABOUT THE COMPANIES BEING                                          
 ACQUIRED                                                                      

15. Information with Respect to S-3                                            
     Companies........................   Available Information; Incorporation  
                                         of Certain Documents by Reference;    
                                         Summary; Calgene, Inc. Selected       
                                         Consolidated Financial Data; Calgene, 
                                         Inc.                                  

16. Information with Respect to S-2 or                                         
     S-3 Companies....................   Not Applicable                        

17. Information with Respect to                                                
     Companies Other Than                                                      
     S-2 or S-3 Companies.............   Available Information; Summary;       
                                         Gargiulo L.P. Selected                
                                         Consolidated/Combined Financial Data; 
                                         Tomato Investment Associates, Inc. and
                                         Produce Related Technology of Monsanto
                                         Company Selected Combined Financial   
                                         Data; Collier Farms Selected Combined 
                                         Financial Data; Tomato Investments    
                                         Associates, Inc.                      

VOTING AND MANAGEMENT INFORMATION                                              

18. Information if Proxies, Consents                                           
     or Authorizations are to be                                               
     Solicited........................   Outside Front Cover Page of Proxy     
                                         Statement/Prospectus; Incorporation of
                                         Certain Documents by Reference;       
                                         Summary; The Special Meeting; Approval
                                         of the Merger; Newco, Inc.; Calgene,  
                                         Inc.; Comparison of Stockholder       
                                         Rights; No Appraisal Rights;          
                                         Stockholder Proposals                 
19. Information if Proxies, Consents                                           
     or Authorizations are not to be                                           
     Solicited or in an Exchange                                               
     Offer............................   Not Applicable                        

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CALGENE, INC. 
1920 FIFTH STREET 
DAVIS, CALIFORNIA 95616 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

February 6, 1996  

To the Stockholders of Calgene, Inc.:                                         

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special 
Meeting") of Calgene, Inc., a Delaware corporation ("Calgene"), will be held    
on Monday, March 25, 1996, at the Varsity Theatre, 616 2nd Street, Davis,       
California, commencing at 9:00 a.m., local time, for the following purposes:    

1. To approve the Agreement and Plan of Reorganization dated as of      
October 13, 1995 (the "Reorganization Agreement"), between Calgene and      
Monsanto Company, a Delaware corporation ("Monsanto"), and the related Plan 
of Merger, under which Calgene and Tomato Investment Associates, Inc., a    
Delaware corporation and a wholly-owned subsidiary of Monsanto ("TIA"),     
which will, upon the Effective Time (as defined in the Reorganization       
Agreement), own the entire equity interest in Gargiulo, L.P., a Delaware    
limited partnership, will become wholly-owned subsidiaries of a newly-      
formed holding company, Calgene II, Inc., a Delaware corporation ("Newco"), 
pursuant to: (i) a merger of a wholly-owned subsidiary of Newco with and    
into Calgene and the conversion of each outstanding share of Calgene Common 
Stock, par value $0.001 per share (the "Calgene Common Stock"), into the    
right to receive one share of Common Stock, par value $0.001 per share, of  
Newco (the "Newco Common Stock"), followed immediately by (ii) the exchange 
by Monsanto of all of the outstanding shares of capital stock of TIA and    
certain other assets for that number of shares of Newco Common Stock        
representing 49.9% of the outstanding shares of Newco Common Stock upon the 
Effective Time (the "Merger Proposal"). Upon the Effective Time, Newco will 
be renamed "Calgene, Inc." A vote in favor of the Merger Proposal shall be  
deemed to be ratification of (i) the assumption by Newco of Calgene's 1991  
Stock Option Plan, (ii) the assumption by Newco of Calgene's 1990 Employee  
Stock Purchase Plan, (iii) the adoption of the Newco 1996 Stock Option Plan 
and (iv) the election of the eight directors of Newco specified in the      
accompanying Proxy Statement/Prospectus.                                    

2. To transact such other business as may properly come before the      
Special Meeting or any postponements or adjournments thereof.               

The Board of Directors of Calgene has fixed the close of business on January
25, 1996, as the record date for the determination of stockholders entitled to  
notice of and to vote at the Special Meeting and any adjournment or             
postponement thereof. A list of stockholders entitled to vote at the Special    
Meeting will be available for examination by any stockholder, at the            
headquarters of Calgene, not less than ten days prior to the Special Meeting.   

The affirmative vote of the holders of a majority of the outstanding shares 
of Calgene Common Stock is necessary to approve the Merger Proposal. Holders    
of Calgene Common Stock are not entitled to dissenters' appraisal rights in     
connection with the Merger Proposal.                                            

All stockholders are cordially invited to attend the Special Meeting in     
person. However, to ensure your representation at the Special Meeting, you are  
urged to sign and return the enclosed proxy card as promptly as possible in     
the enclosed postage prepaid envelope. If you attend the meeting and desire to  
revoke your proxy and vote in person, you may do so. In any event, a proxy may  
be revoked at any time before its exercise in the manner specified herein.      

              Sincerely,

                                 Michael J. Motroni, Secretary

Davis, California                                                               
February 6, 1996                                                                

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN
AND DATE YOUR PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE         
PREPAID ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY, IF YOU WISH,      
REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY MAY BE REVOKED AT ANY TIME      
PRIOR TO ITS EXERCISE IN THE MANNER DESCRIBED IN THIS PROXY                     
STATEMENT/PROSPECTUS.                                                           

YOUR VOTE IS IMPORTANT. 
TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE 
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN  
THE ENCLOSED ENVELOPE 

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PROXY STATEMENT/PROSPECTUS  

FEBRUARY 6, 1996  

                                                                [Download Table]
                                                                                 
    CALGENE, INC.                             CALGENE II, INC.                   
    1920 FIFTH STREET                         1920 FIFTH STREET                  
    DAVIS, CA 95616                           DAVIS, CA 95616                    
    TEL: (916) 753-6313                       TEL: (916) 753-6313                

PROXY STATEMENT FOR THE             AND     PROSPECTUS FOR THE ISSUANCE OF       
SPECIAL MEETING OF STOCKHOLDERS OF          31,290,445 SHARES OF CALGENE II, INC.
CALGENE, INC. TO BE HELD ON MARCH 25, 1996  COMMON STOCK, $0.001 PAR VALUE       


----------------  

This Proxy Statement/Prospectus is being furnished to holders of Common     
Stock, par value $0.001 per share (the "Calgene Common Stock"), of Calgene,     
Inc., a Delaware corporation ("Calgene"), in connection with the solicitation   
of proxies by the Board of Directors of Calgene (the "Calgene Board") for use   
at the Special Meeting of Stockholders of Calgene (the "Special Meeting") to    
be held on Monday, March 25, 1996, at the Varsity Theatre, 616 2nd Street,      
Davis, California, commencing at 9:00 a.m., local time, and at any              
adjournments or postponements thereof.                                          

This Proxy Statement/Prospectus also constitutes a prospectus of Calgene II,
Inc., a Delaware corporation ("Newco"), which is a newly-formed holding         
company that has been established by Monsanto Company, a Delaware corporation   
("Monsanto"), and Calgene to effect the transactions contemplated by the        
Reorganization Agreement (as defined herein) (collectively, the                 
"Reorganization"), with respect to approximately 31,290,445 shares of Common    
Stock, par value $0.001 per share (the "Newco Common Stock"), of Newco to be    
issued to holders of Calgene Common Stock in connection with the merger of      
Calgene Acquisition Corp., a Delaware corporation and wholly-owned subsidiary   
of Newco ("Sub"), with and into Calgene (the "Merger").                         

Prior to the Reorganization, there will have been no public market for Newco
Common Stock. Upon consummation of the Reorganization, Monsanto will own 49.9%  
of the then outstanding shares of Newco Common Stock and the holders of         
Calgene Common Stock outstanding immediately prior to the Reorganization will   
own 50.1% of the then outstanding shares of Newco Common Stock. See "The        
Reorganization Agreement and Related Agreements--The Reorganization             
Agreement--Ownership of Newco After the Reorganization."                        

The Newco Common Stock has been approved for inclusion on the Nasdaq        
National Market under the symbol "CGNE."                                        

THE SHARES OF NEWCO COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF    
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 21.                                  

THE SECURITIES TO BE ISSUED PURSUANT TO THIS PROXY STATEMENT/PROSPECTUS HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY   
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR   
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS    
PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL    
OFFENSE.                                                                        

----------------  

This Proxy Statement/Prospectus and the accompanying form of proxy are first
being mailed to the stockholders of Calgene on or about February 9, 1996.       

The date of this Proxy Statement/Prospectus is February 6, 1996.  

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AVAILABLE INFORMATION 

Calgene is subject to the informational requirements of the Securities      
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the "Commission"). The reports, proxy       
statements and other information filed by Calgene with the Commission can be    
inspected and copied at the public reference facilities maintained by the       
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and    
at the Commission's Regional Offices located at Seven World Trade Center,       
Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,   
Chicago, Illinois 60601. Copies of such material also can be obtained from the  
Public Reference Section of the Commission, 450 Fifth Street, N.W.,             
Washington, D.C. 20549 at prescribed rates. Calgene Common Stock is traded on   
the Nasdaq National Market. Reports and other information concerning Calgene    
can also be inspected at the offices of the National Association of Securities  
Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.    

Newco has filed with the Commission a Registration Statement on Form S-4    
(together with any amendments or supplements thereto, the "Registration         
Statement") under the Securities Act of 1933, as amended (the "Securities       
Act"), with respect to the shares of Newco Common Stock to be issued to the     
stockholders of Calgene pursuant to the Reorganization Agreement. This Proxy    
Statement/Prospectus does not contain all the information set forth in the      
Registration Statement. Such additional information may be obtained from the    
Commission's principal office in Washington, D.C. Statements contained in this  
Proxy Statement/Prospectus or in any document incorporated by reference in      
this Proxy Statement/Prospectus as to the contents of any contract or other     
document referred to herein or therein are not necessarily complete, and in     
each instance reference is made to the copy of such contract or other document  
filed as an exhibit to the Registration Statement or such other document, each  
such statement being qualified in all respects by such reference.               

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following Calgene documents, heretofore filed by Calgene with the       
Commission, are incorporated by reference in this Proxy Statement/Prospectus:   

1. Calgene's Annual Report on Form 10-K for the fiscal year ended June  
30, 1995, as filed with the Commission on September 28, 1995, as amended by 
Calgene's Report on Form 10-K/A, as filed with the Commission on October    
30, 1995;                                                                   

2. Calgene's Quarterly Report on Form 10-Q for the fiscal quarter ended 
September 30, 1995, as filed with the Commission on November 14, 1995; and  

3. The description of Calgene's capital stock contained in Calgene's    
Registration Statement on Form 8-A, as filed with the Commission on July    
16, 1986.                                                                   

All documents and reports subsequently filed by Calgene pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy      
Statement/Prospectus and prior to the date of the Special Meeting shall be      
deemed to be incorporated by reference in this Proxy Statement/Prospectus and   
to be part hereof from the date of filing of such documents or reports. Any     
statement contained in a document incorporated or deemed to be incorporated by  
reference herein shall be deemed to be modified or superseded for purposes of   
this Proxy Statement/Prospectus to the extent that a statement contained        
herein or in any other subsequently filed document which also is or is deemed   
to be incorporated by reference herein modifies or supersedes such statement.   
Any such statement so modified or superseded shall not be deemed, except as so  
modified or superseded, to constitute a part of this Proxy                      
Statement/Prospectus.                                                           

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE RELATING
TO CALGENE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH           
DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE       
SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY PERSON, INCLUDING  
ANY BENEFICIAL OWNER OF CALGENE COMMON STOCK, TO WHOM THIS PROXY                
STATEMENT/PROSPECTUS IS DELIVERED, AND WILL BE SENT WITHIN ONE BUSINESS DAY OF  
WRITTEN OR ORAL REQUEST THEREFOR, WITHOUT CHARGE, DIRECTED TO CALGENE, INC.,    
1920 FIFTH STREET, DAVIS, CALIFORNIA 95616, ATTENTION: INVESTOR RELATIONS       
(TELEPHONE NUMBER                                                               

2 

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(916) 753-6313). IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY       
REQUEST SHOULD BE MADE BY MARCH 18, 1996.                                       

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY      
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS    
IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE HEREBY AND, IF GIVEN OR     
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING      
BEEN AUTHORIZED BY NEWCO, CALGENE, TIA, GARGIULO L.P. OR COLLIER FARMS (EACH    
AS DEFINED HEREIN) OR ANY OTHER PERSON. THIS PROXY STATEMENT/PROSPECTUS DOES    
NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY ANY     
SECURITY, OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM ANY    
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH      
JURISDICTION. THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS SHALL NOT UNDER   
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE   
AFFAIRS OF NEWCO, CALGENE, TIA, GARGIULO L.P. OR COLLIER FARMS SINCE THE DATE   
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME       
SUBSEQUENT TO THE DATE HEREOF.                                                  

All information contained in this Proxy Statement/Prospectus relating to    
Calgene has been supplied by Calgene, all information relating to TIA and       
Gargiulo L.P. has been supplied by Monsanto and all information relating to     
Collier Farms has been supplied by Collier Enterprises.                         

----------------  

The logo on the cover of this Proxy Statement/Prospectus, Calgene(R),       
Calgene Fresh, Stoneville(R), FLAVR SAVR, MacGregor's(R), BXN(TM) Cotton and    
Laurical(TM) Canola are trademarks of Calgene or its subsidiaries. Gargiulo     
L.P. has applications pending for the names Gargiulo and Gargiulo Farms.        
Trademarks of other corporations and entities are also used in this Proxy       
Statement/Prospectus.                                                           

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TABLE OF CONTENTS 

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                                                                          ----
                                                                              
AVAILABLE INFORMATION....................................................   2 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................   2 
SUMMARY..................................................................   7 
 Introduction............................................................   7 
 The Companies...........................................................   7 
 Recent Developments.....................................................   8 
 The Special Meeting.....................................................  10 
 The Reorganization Agreement............................................  11 
 Related Agreements......................................................  12 
 Certain Federal Income Tax Consequences.................................  14 
 Accounting Treatment....................................................  14 
 Regulatory Approvals....................................................  14 
 Comparison of Stockholder Rights........................................  15 
 No Appraisal Rights.....................................................  15 
 Exchange of Certificates for Calgene Common Stock.......................  15 
 Risk Factors............................................................  15 
CALGENE, INC. SELECTED CONSOLIDATED FINANCIAL DATA.......................  16 
GARGIULO L.P. SELECTED CONSOLIDATED/COMBINED FINANCIAL DATA..............  17 
TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF          
 MONSANTO COMPANY SELECTED COMBINED FINANCIAL DATA.......................  18 
COLLIER FARMS SELECTED COMBINED FINANCIAL DATA...........................  19 
UNAUDITED SELECTED PRO FORMA COMBINED FINANCIAL DATA.....................  20 
RISK FACTORS.............................................................  21 
 Risks Relating to Newco.................................................  21 
 Additional Risks Relating to Calgene....................................  27 
 Additional Risks Relating to Gargiulo L.P...............................  29 
MARKET PRICE INFORMATION AND DIVIDEND POLICY.............................  30 
THE SPECIAL MEETING......................................................  31 
 General.................................................................  31 
 Date, Time and Place....................................................  31 
 Matters to be Considered at the Special Meeting.........................  31 
 Voting at the Special Meeting; Record Date..............................  31 
 Proxies.................................................................  32 
APPROVAL OF THE MERGER...................................................  33 
 Background of the Reorganization........................................  33 
 Calgene's Reasons for the Reorganization; Recommendation of the Calgene      
  Board of Directors.....................................................  34 
 Benefits and Detriments of the Reorganization to Calgene................  34 
 Opinion of Calgene's Financial Advisor..................................  35 
 Monsanto's Reasons for the Reorganization...............................  38 
 Interests of Certain Persons in the Reorganization......................  39 
 Accounting Treatment....................................................  39 
 Certain Federal Income Tax Consequences.................................  39 
 Federal Securities Law Consequences.....................................  40 
 Nasdaq National Market Quotation........................................  41 
 No Appraisal Rights.....................................................  41 
 Regulatory Approvals....................................................  41 
THE REORGANIZATION AGREEMENT AND RELATED AGREEMENTS......................  42 
 The Reorganization Agreement............................................  42 
  The Merger.............................................................  42 
  Conversion of Securities...............................................  42 

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  Ownership of Newco After the Reorganization.............................  42 
  Treatment of Calgene Stock Option Plans.................................  42 
  Related Matters After the Merger........................................  43 
  Representation on the Newco Board.......................................  43 
  Representations and Warranties..........................................  43 
  Certain Covenants.......................................................  44 
  No Solicitation.........................................................  45 
  Non-Competition.........................................................  46 
  Indemnification.........................................................  46 
  Conditions..............................................................  47 
  Termination; Termination Fees...........................................  48 
 Joinder Agreement........................................................  48 
 Calgene Subordinated Promissory Note.....................................  48 
 The Stockholders Agreement...............................................  50 
  Registration Rights.....................................................  50 
  Anti-Dilution Rights....................................................  51 
  Limitations on Monsanto's Ownership of Newco Securities.................  51 
  Limitations on Monsanto's Resale of Newco Securities....................  51 
  Composition of the Newco Board and Calgene Board........................  52 
  Solicitation and Voting of Shares.......................................  53 
  Committees of the Newco Board...........................................  53 
  Approval Required for Certain Actions...................................  53 
  Board of Directors and Management of TIA................................  55 
 Newco Credit Facility Agreement..........................................  55 
 Gargiulo Credit Facility Agreement.......................................  57 
 License Agreements.......................................................  58 
  Insect Protected Cotton Direct Grower Licensing Agreement...............  59 
 Gargiulo Reorganization Agreement........................................  60 
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS...............  63 
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS......  68 
CALGENE II, INC...........................................................  71 
 Directors and Executive Officers.........................................  71 
 Principal Stockholders...................................................  73 
TOMATO INVESTMENT ASSOCIATES, INC. .......................................  74 
 Introduction.............................................................  74 
 Gargiulo L.P. ...........................................................  74 
  Overview................................................................  74 
  Acquisition of Collier Farms............................................  75 
  Products................................................................  75 
  Marketing, Sales and Distribution.......................................  77 
  Competition.............................................................  78 
  Trademarks and Licenses.................................................  79 
  Research and Development................................................  79 
  Patents and Trade Secrets...............................................  79 
  Government Regulations..................................................  80 
  Employees...............................................................  80 
  Properties..............................................................  80 
  Internal Control Systems................................................  81 
  Legal Proceedings.......................................................  81 
  Certain Relationships and Related Transactions..........................  81 
  Management's Discussion and Analysis of Financial Condition and Results      
   of Operations..........................................................  81 

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 Collier Farms............................................................   86 
  Business, Products and Distribution.....................................   86 
  Research and Development................................................   86 
  Government Regulations..................................................   86 
  Employees...............................................................   87 
  Properties..............................................................   87 
  Legal Proceedings.......................................................   87 
  Management's Discussion and Analysis of Financial Condition and Results       
   of Operations..........................................................   87 
CALGENE, INC. ............................................................   92 
 Business of Calgene......................................................   92 
 Executive Compensation...................................................   93 
 Board Compensation Committee Report on Executive Compensation............   97 
 Stock Performance Graph..................................................  100 
 Principal Stockholders...................................................  101 
 Preferred Stock..........................................................  101 
RELATED PARTY TRANSACTIONS................................................  102 
 Calgene..................................................................  102 
 Calgene and Monsanto.....................................................  102 
 Gargiulo L.P. ...........................................................  103 
 Gargiulo L.P. and Monsanto...............................................  105 
DESCRIPTION OF NEWCO STOCK OPTION PLANS AND EMPLOYEE STOCK PURCHASE PLAN..  106 
DESCRIPTION OF NEWCO CAPITAL STOCK........................................  110 
 General..................................................................  110 
 Common Stock.............................................................  110 
 Preferred Stock..........................................................  110 
 Delaware Anti-Takeover Law...............................................  110 
 Certain Charter and By-law Provisions....................................  111 
 Transfer Agent and Registrar.............................................  111 
COMPARISON OF STOCKHOLDER RIGHTS..........................................  111 
NO APPRAISAL RIGHTS.......................................................  111 
LEGAL MATTERS.............................................................  111 
EXPERTS...................................................................  111 
STOCKHOLDERS PROPOSALS....................................................  112 
ACCOMPANYING CALGENE REPORTS..............................................  112 
INDEX TO FINANCIAL STATEMENTS.............................................  F-1 
ANNEX AAGREEMENT AND PLAN OF REORGANIZATION...............................  A-1 
ANNEX BSTOCKHOLDERS AGREEMENT.............................................  B-1 
ANNEX CFAIRNESS OPINION OF MONTGOMERY SECURITIES..........................  C-1 

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SUMMARY 

The following is a summary (the "Summary") of certain information contained 
elsewhere in this Proxy Statement/Prospectus. Reference is made to, and this    
Summary is qualified in its entirety by, the more detailed information          
contained, or incorporated by reference, in this Proxy Statement/Prospectus     
and the Annexes hereto. Unless otherwise defined herein, capitalized terms      
used in this Summary have the respective meanings ascribed to them elsewhere    
in this Proxy Statement/Prospectus. Unless the context otherwise requires, all  
references to Newco, Calgene, TIA, Gargiulo L.P. and Collier Farms include      
their respective consolidated or unconsolidated, if any, subsidiaries.          
Stockholders of Calgene are urged to read this Proxy Statement/Prospectus and   
the Annexes hereto in their entirety.                                           

INTRODUCTION                                                                    

On October 13, 1995, Calgene entered into an Agreement and Plan of          
Reorganization with Monsanto, pursuant to which Calgene and Monsanto agreed,    
subject to the approval of Calgene stockholders and the fulfillment of certain  
other conditions, to a series of transactions referred to herein as the         
"Reorganization." See "Approval of the Merger."                                 

The first step of the Reorganization involves the merger (the "Merger") of  
Calgene Acquisition Corp., a Delaware corporation and wholly-owned subsidiary   
of Newco, with and into Calgene. Calgene will be the surviving corporation in   
the Merger and will become a wholly-owned subsidiary of Newco. Upon the         
Effective Time (as defined herein), Newco will change its name to "Calgene,     
Inc." and Calgene will change its name to "Calgene Technology Corporation."     
The senior management of Calgene immediately prior to the Effective Time,       
other than Roderick N. Stacey, will become the senior management of Newco       
following the Effective Time. See "Approval of the Merger" and "Calgene II,     
Inc."                                                                           

In connection with the Merger, each stockholder of Calgene will be entitled 
to receive one share of Newco Common Stock for each share of Calgene Common     
Stock held by such stockholder immediately prior to the Effective Time. The     
shares of Newco Common Stock to be received by Calgene stockholders in the      
Merger are registered under the Securities Act and will be listed on the        
Nasdaq National Market under the symbol "CGNE." See "Approval of the Merger."   

The second step of the Reorganization involves the exchange by Monsanto of  
(i) all outstanding shares of capital stock of Tomato Investment Associates,    
Inc., a Delaware corporation and wholly-owned subsidiary of Monsanto ("TIA"),   
whose principal asset is the entire equity interest in Gargiulo, L.P., a        
Delaware limited partnership ("Gargiulo L.P."), (ii) $30 million in cash (less  
amounts previously advanced to Calgene under an existing subordinated           
promissory note, under which $18 million was outstanding at December 31, 1995)  
and (iii) certain technology licenses, for that number of shares of Newco       
Common Stock representing 49.9% of the outstanding shares of Newco Common       
Stock upon the Effective Time. See "Tomato Investment Associates, Inc." The     
shares of Newco Common Stock to be received by Monsanto in the Reorganization   
initially will not be registered under the Securities Act. However, upon the    
occurrence of certain events, Monsanto will have certain registration rights    
with respect to its shares of Newco Common Stock. Monsanto will also have       
certain rights with respect to the election of directors of Newco. See "The     
Reorganization Agreement and Related Agreements--The Stockholders Agreement."   

THE COMPANIES                                                                   

Newco                                                                         

Newco is a newly-formed holding company which has been established by       
Calgene and Monsanto for the initial purpose of effecting the Reorganization.   
Upon the Effective Time, Newco will own (i) all of the outstanding shares of    
capital stock of Calgene, which shall be renamed "Calgene Technology            
Corporation," and (ii) all of the outstanding shares of capital stock of TIA,   
which owns the entire equity interest in Gargiulo                               

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L.P. Upon the Effective Time, Newco will be renamed "Calgene, Inc." and the     
outstanding shares of Newco Common Stock will be owned 50.1% by the holders of  
outstanding shares of Calgene Common Stock immediately prior to the Effective   
Time and 49.9% by Monsanto. See "Calgene II, Inc."                              

Newco was incorporated in Delaware in November 1995, and its principal      
executive offices are located at 1920 Fifth Street, Davis, California 95616.    
Its telephone number is (916) 753-6313.                                         

TIA                                                                           

Upon the Effective Time, TIA will own and operate the businesses, and       
interests in businesses, currently owned and operated by Gargiulo L.P.          
Gargiulo L.P. engages in the growing, packaging, marketing and distribution of  
tomatoes and strawberries and, to a lesser extent, other fresh fruits and       
vegetables. Gargiulo L.P. also engages in breeding research with respect to     
tomatoes and, to a lesser extent, strawberries. Gargiulo L.P.'s tomato          
producing operations are conducted principally in southwest and northern        
Florida, north central California, Virginia, Puerto Rico and Mexico. Gargiulo   
L.P.'s berry production operations are conducted principally in northern        
California. Tree fruits are grown in Chile and potatoes are grown in southwest  
Florida. Upon the Effective Time, TIA's name will be changed to include the     
name Gargiulo, although the precise name has not been determined at this time.  
See "Tomato Investment Associates, Inc.--Gargiulo L.P."                         

TIA was incorporated in Delaware in November 1992 and its principal         
executive offices are located at 800 North Lindbergh Boulevard, St. Louis,      
Missouri. Its telephone number is (314) 694-1000.                               

Acquisition of Collier Farms                                                  

Gargiulo L.P. has entered into an asset purchase agreement dated as of      
December 29, 1995 (the "Collier Purchase Agreement"), to acquire substantially  
all of the assets (the "Collier Transaction"), subject to the assumption of     
certain specified liabilities, of the produce business conducted by certain     
affiliates of Collier Enterprises under the trade name of "Collier Farms"       
("Collier Farms"). Collier Farms is an agricultural producer of tomatoes and    
other vegetables in southwest Florida, and engages in the packaging, marketing  
and distribution of those products in the commodity markets. See "Tomato        
Investment Associates, Inc.--Gargiulo L.P.--Acquisition of Collier Farms" and   
"--Collier Farms."                                                              

Calgene                                                                       

Calgene is a biotechnology company that is developing a portfolio of        
genetically engineered plants and plant products for the food, seed and         
oleochemical industries. Calgene's research and business efforts are focused    
in three core crop areas--fresh market tomatoes, edible and industrial plant    
oils (canola) and cotton--where Calgene believes biotechnology can provide      
substantial added commercial value in consumer, industrial and seed markets.    
See "Calgene, Inc."                                                             

Calgene was incorporated in California in November 1980 and Delaware in     
November 1986. Calgene's principal executive offices are located at 1920 Fifth  
Street, Davis, California 95616. Its telephone number is (916) 753-6313.        

RECENT DEVELOPMENTS                                                             

Calgene                                                                       

On February 6, 1996, Calgene reported estimated revenues of $12.0 million   
and an estimated loss of $5.7 million for its second fiscal quarter ended       
December 31, 1995, compared to revenues of $13.3 million and a loss             

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of $5.6 million for the quarter ended December 31, 1994. The results for the    
second quarter ended December 31, 1995 reflect a non-recurring technology       
license sale of $3.8 million.                                                   

In January 1995, Calgene determined to terminate its joint venture for      
potatoes with Kirin Brewery, and expects to incur a charge of approximately     
$1.0 million in the third quarter ending March 31, 1996 in connection with      
such termination.                                                               

Gargiulo L.P.                                                                 

Gargiulo L.P. had estimated revenues of $19.7 million and an estimated net  
loss of approximately $3.2 million in the fiscal quarter ended December 31,     
1995. The major contributors to the net loss were a loss in the California      
tomato operations of approximately $1.3 million and expenses related to the     
upcoming launch of the branded tomato program of approximately $1.2 million.    
The loss from the California tomato operations reflected very low yields at     
the end of the season and low prices. The low yields were primarily due to a    
virus, but also reflected pricing which made it uneconomical to harvest at      
times.                                                                          

Results for the quarter were also affected by lower than normal volume in   
Gargiulo L.P.'s Naples operations due to cooler than normal weather, which      
delayed harvest.                                                                

In 1994 and 1995 the market experienced a state of oversupply in the months 
of February, March and April, as a result of increased Mexican exports. Prices  
during these periods were depressed as a result of the oversupply. It is        
highly possible that a recurrence of such oversupply will take place in         
February, March and April of 1996. Furthermore, Gargiulo L.P.'s financial       
position will be even riskier than it has been in past years if its             
acquisition of Collier Farms is completed. Under the terms of its agreement     
with Collier Farms, Gargiulo L.P. will assume all expenses incurred by Collier  
Farms since July 1, 1995 which relate to the production of Collier Farms'       
1995-96 crop. Depressed pricing might result in a loss on the Collier Farms     
crops for the season, with proceeds from the sales of such crops insufficient   
to pay Collier Farms' related expenses.                                         

Gargiulo L.P. had estimated working capital of negative $3.3 million at     
December 31, 1995. This represents a decrease of $15.9 million from September   
30, 1995, when working capital was $12.6 million. This decrease resulted from   
the combination of the reclassification of its line of credit from long-term    
to current liabilities, the loss incurred during the period and capital         
expenditures.                                                                   

Gargiulo L.P. conducts its California tomato operations through a           
partnership in which it has a two-thirds interest and its partner, Dresick      
Farms, Inc. ("Dresick Farms"), has a one-third interest. Dresick Farms has      
indicated it intends to withdraw from the partnership in 1996. Gargiulo L.P.    
intends to continue to run the California tomato operation as a wholly-owned    
division of Gargiulo L.P. after Dresick Farms withdraws.                        

Collier Farms                                                                 

Based on a preliminary analysis, Collier Farms estimates it incurred a loss 
of between $1.0 million and $2.0 million for the fiscal quarter ended December  
31, 1995. The estimate is based on ultimate total yields which will be          
determined only after the acreage is completely harvested. Typically, Collier   
Farms harvests the same acreage two or three times through the end of the       
fiscal year, dependent upon the pricing at the time harvest decisions are       
made.                                                                           

The estimated loss includes related party management fees of $300,000 and   
interest expense of $308,000.                                                   

The loss is primarily a result of reduced volume caused by unfavorable      
weather conditions. Additionally, for the crop that has been sold, selling      
prices averaged below normal expectations. As is standard for Collier Farms,    
over 70% of the entire crop is expected to be harvested in the months of        
January through May.                                                            

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THE SPECIAL MEETING                                                             

Date and Place of the Special Meeting                                         

The Special Meeting will be held on Monday, March 25, 1996, at the Varsity  
Theatre, 616 2nd Street, Davis, California, commencing at 9:00 a.m., local      
time. See "The Special Meeting."                                                

Stockholders Entitled to Vote                                                 

Holders of record of shares of Calgene Common Stock at the close of business
on January 25, 1996 (the "Record Date") are entitled to notice of and to vote   
at the Special Meeting. On the Record Date, there were 30,264,257 shares of     
Calgene Common Stock outstanding, each of which will entitle the holder         
thereof to one vote on each matter to be acted upon or which may properly come  
before the Special Meeting and all adjournments thereof.                        

Matters to be Considered at the Special Meeting                               

The purpose of the Special Meeting is to approve the Agreement and Plan of  
Reorganization dated as of October 13, 1995 (the "Reorganization Agreement"),   
between Calgene and Monsanto, and the related Plan of Merger, under which       
Calgene and TIA will become wholly-owned subsidiaries of Newco, pursuant to:    
(i) a merger of a wholly-owned subsidiary of Newco with and into Calgene and    
the conversion of each outstanding share of Calgene Common Stock immediately    
prior to the Effective Time into the right to receive one share of Newco        
Common Stock, followed immediately by (ii) the exchange by Monsanto of all of   
the outstanding shares of capital stock of TIA, $30 million in cash (less       
amounts previously advanced to Calgene under an existing subordinated           
promissory note, under which $18 million was outstanding at December 31,        
1995), and certain technology licenses, for that number of shares representing  
49.9% of the outstanding shares of Newco Common Stock upon the Effective Time   
(collectively, the "Merger Proposal"). Upon the Effective Time, Newco will be   
renamed "Calgene, Inc." A vote in favor of the Merger Proposal shall be deemed  
to be ratification of (i) the assumption by Newco of Calgene's 1991 Stock       
Option Plan, (ii) the assumption by Newco of Calgene's 1990 Employee Stock      
Purchase Plan, (iii) the adoption of the Newco 1996 Stock Option Plan and (iv)  
the election of the eight directors of Newco specified in this Proxy            
Statement/Prospectus. See "The Special Meeting--Matters to be Considered at     
the Special Meeting" and "Calgene II, Inc.--Directors and Executive Officers."  

Vote Required                                                                 

The approval of the Merger Proposal will require the affirmative vote of the
holders of a majority of the outstanding shares of Calgene Common Stock. See    
"The Special Meeting--Voting at the Special Meeting; Record Date." As of        
September 30, 1995, directors and executive officers of Calgene and their       
affiliates may be deemed to beneficially own approximately 1.9% of the          
outstanding shares of Calgene Common Stock. Each director and executive         
officer of Calgene has advised Calgene that he intends to vote or direct the    
vote of all shares of Calgene Common Stock over which he has voting control     
FOR approval of the Merger Proposal.                                            

Effects of Abstentions and "Broker Non-Votes"                                 

Shares of Calgene Common Stock held by stockholders who abstain from voting 
will be counted for determining the presence or absence of a quorum for the     
transaction of business at the Special Meeting but will not be counted as       
votes for or against the Merger Proposal. With respect to broker non-votes,     
there is case law to the effect that such shares may be counted for             
determining the presence or absence of a quorum, but should not be counted for  
purposes of determining the number of shares voting with respect to any         
proposal on which the broker has expressly not voted. Accordingly, broker non-  
votes will not be counted as voting shares of Calgene Common Stock with         
respect to the Merger Proposal at the Special Meeting. Since the Merger         
Proposal requires the affirmative vote of a majority of the outstanding shares  
of Calgene Common Stock, an abstention or broker non-vote will have the same    
effect as a vote against the Merger Proposal.                                   

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THE REORGANIZATION AGREEMENT                                                    

Effect of the Reorganization                                                  

Upon the consummation of the Reorganization, Calgene and TIA will each      
become a wholly-owned subsidiary of Newco, holders of Calgene Common Stock      
immediately prior to the Effective Time will have the right to receive, in the  
aggregate, 50.1% of the then outstanding shares of Newco Common Stock and       
Monsanto will receive 49.9% of the then outstanding shares of Newco Common      
Stock. Upon the Effective Time, Monsanto will also contribute to Newco $30      
million in cash (less amounts previously advanced to Calgene under an existing  
subordinated promissory note, under which $18 million was outstanding at        
December 31, 1995) and certain licenses of technology relating to fatty acid    
composition, fruit ripening control, virus and insect resistance, carbohydrate  
partitioning and gene expression. Immediately following the Reorganization,     
Gargiulo L.P. will be liquidated and TIA will succeed to all of the assets and  
liabilities of Gargiulo L.P. See "The Reorganization Agreement and Related      
Agreements--Gargiulo Reorganization Agreement."                                 

Effective Time of the Reorganization                                          

It is anticipated that the Reorganization will become effective as promptly 
as practicable after the holders of Calgene Common Stock approve the Merger     
Proposal and all other conditions to the Reorganization have been satisfied or  
waived (the "Effective Time"). It is anticipated that, assuming all conditions  
are met, the Reorganization will close shortly after the Special Meeting.       

Recommendations; Fairness Opinion                                             

The Calgene Board has unanimously approved the Reorganization Agreement and 
the Reorganization and unanimously recommends that holders of Calgene Common    
Stock vote FOR the Merger Proposal. In making its recommendation with respect   
to the Merger Proposal, the Calgene Board considered, among other things, the   
oral opinion of Montgomery Securities ("Montgomery"), Calgene's financial       
advisor, delivered to the Calgene Board on October 5, 1995, and subsequently    
confirmed in writing as of such date, to the effect that the consideration to   
be received by Newco in exchange for 49.9% of the Newco Common Stock pursuant   
to the Reorganization Agreement, consisting of all of the capital stock of      
TIA, plus certain intellectual property and research and development assets     
and a combination of cash and forgiveness of indebtedness in the aggregate      
amount of $30 million was fair to Calgene, from a financial point of view, as   
of such date.                                                                   

A copy of the opinion of Montgomery (the "Montgomery Opinion"), which sets  
forth the assumptions made, matters considered and scope of Montgomery's        
review, is attached to this Proxy Statement/Prospectus as Annex C and should    
be read in its entirety. See "Approval of the Merger--Opinion of Calgene's      
Financial Advisor," which also contains a description of the fees to be paid    
to Montgomery.                                                                  

For a discussion of the factors considered by the Calgene Board in reaching 
its decisions, see "Approval of the Merger--Calgene's Reasons for the           
Reorganization; Recommendation of the Calgene Board of Directors."              

Interests of Certain Parties                                                  

As of September 30, 1995, directors and executive officers of Calgene and   
their affiliates may be deemed to beneficially own approximately 1.9% of the    
outstanding shares of Calgene Common Stock. Each director and executive         
officer of Calgene has advised Calgene that he intends to vote or direct the    
vote of all the shares of Calgene Common Stock over which he has voting         
control FOR approval of the Merger Proposal. See "Calgene, Inc.--Executive      
Compensation" and "Related Party Transactions" for a description of the terms   
of employment agreements between Calgene and TIA and certain of their           
respective executive officers.                                                  

Directors and Executive Officers of Newco After the Reorganization            

Pursuant to the Stockholders Agreement (as defined herein), the Board of    
Directors of Newco (the "Newco Board") at the Effective Time shall consist of   
nine directors, of which two shall be executive officers (Roger H. Salquist     
and another executive officer to be designated), three shall be designated by   
Calgene (Howard D. Palefsky, Carl V. Stinnett and Allen J. Vangelos) and four   
shall be designated by Monsanto (Hendrik A. Verfaillie, Robert T. Fraley,       
Jeffrey D. Gargiulo and John E. Robson). See "The Reorganization Agreement and  

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Related Agreements--The Reorganization Agreement--Representation on the Newco   
Board" and "Calgene II, Inc.--Directors and Executive Officers."                

Upon the Effective Time, the executive officers of Calgene immediately prior
to the Effective Time, together with Jeffrey D. Gargiulo, the Chairman and      
Chief Executive Officer of Gargiulo L.P., will be the principal executive       
officers of Newco, except that Roderick N. Stacey, the President and Chief      
Operating Officer of Calgene, has indicated that he intends to resign           
following the Effective Time. See "Calgene II--Directors and Executive          
Officers."                                                                      

Termination; Termination Payment                                              

The Reorganization Agreement is subject to termination: (i) by mutual       
consent of the Calgene Board and the Monsanto Board of Directors (the           
"Monsanto Board"); (ii) by either the Calgene Board or the Monsanto Board if    
the Merger is not consummated before March 31, 1996, unless such failure to     
consummate shall be due to the failure of the party seeking to terminate the    
Reorganization Agreement to perform in all material respects each of its        
obligations under the Reorganization Agreement; (iii) by the Calgene Board or   
the Monsanto Board in the event that the Calgene Board shall withdraw or        
change its recommendation to its stockholders to adopt and approve the          
Reorganization Agreement or authorize the Merger or if the approval of          
Calgene's stockholders is not obtained; and (iv) upon the occurrence of         
certain other events. If the Reorganization Agreement is terminated under       
certain circumstances and Calgene consummates a similar transaction with a      
party other than Monsanto within 12 months thereafter, Calgene must pay         
Monsanto a termination fee in cash equal to $7.5 million. See "The              
Reorganization Agreement and Related Agreements--The Reorganization             
Agreement--Termination; Termination Fees."                                      

RELATED AGREEMENTS                                                              

Calgene Subordinated Promissory Note                                          

Pursuant to the terms of a subordinated promissory note of Calgene in favor 
of Monsanto, Calgene borrowed $10 million from Monsanto on June 29, 1995. The   
original promissory note was amended and restated on September 27, 1995 (as     
amended and restated, the "Amended Note") to permit Calgene to borrow an        
additional $8 million. As of December 31, 1995, all $18 million of principal    
was outstanding under the Amended Note.                                         

The Amended Note is due on June 30, 1997; provided, however, that if the    
Reorganization is not consummated because (i) Calgene's stockholders fail to    
approve the Merger Proposal or (ii) any of Monsanto's other conditions to       
closing set forth in the Reorganization Agreement, to the extent such           
conditions are within the control of Calgene, are not satisfied at or prior to  
Closing, then the maturity date of the Amended Note shall be June 30, 1996. If  
the Reorganization Agreement is terminated for any reason, the outstanding      
principal and interest due under the Amended Note can be converted, subject to  
certain limitations, at the option of Monsanto from and after 60 days           
following such termination, into shares of Calgene Common Stock at a            
conversion price equal to 85% of the average of the closing market prices of    
Calgene Common Stock on the Nasdaq National Market during a specified period    
prior to conversion. Based upon the last reported sales price of Calgene        
Common Stock on the Nasdaq National Market on December 15, 1995 ($4.875 per     
share), the conversion of the Amended Note in such an event, assuming no        
portion of the Amended Note is repaid before such conversion, would result in   
the issuance of approximately 4,343,891 shares of Calgene Common Stock to       
Monsanto, or approximately 14% of the total number of shares of Calgene Common  
Stock currently outstanding. Upon the Effective Time, the outstanding           
principal amount due under the Amended Note shall be credited against the $30   
million cash contribution to be made by Monsanto in connection with the         
Reorganization. Interest on the Amended Note will cease accruing at the         
Effective Time and all interest accrued prior to such time shall be waived by   
Monsanto. See "The Reorganization Agreement and Related Agreements--Calgene     
Subordinated Promissory Note."                                                  

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The Stockholders Agreement                                                    

The Reorganization Agreement provides that, at the Effective Time, Monsanto 
and Newco shall enter into a Stockholders Agreement (the "Stockholders          
Agreement"), containing provisions relating to: (a) the composition of the      
Boards of Directors of Newco, Calgene and TIA; (b) restrictions upon the        
purchase of additional shares of Newco Common Stock by Monsanto; (c)            
restrictions upon sales of shares of Newco Common Stock by Monsanto; (d)        
rights of Monsanto to require the registration of shares of Newco Common Stock  
under the Securities Act; (e) rights of Monsanto to participate in future       
equity financings of Newco; and (f) requirements that certain actions of Newco  
be approved by at least one Calgene designee and one Monsanto designee on the   
Newco Board. See "The Reorganization Agreement and Related Agreements--The      
Stockholders Agreement."                                                        

Newco Credit Facility Agreement                                               

Upon the Effective Time, Newco and Monsanto shall enter into a revolving    
credit facility agreement (the "Newco Credit Facility Agreement") pursuant to   
which Monsanto, subject to certain terms and conditions, shall make, at the     
request of Newco, three consecutive one-year subordinated loans of up to $15    
million each to Newco for general corporate purposes, provided that not more    
than $15 million may be outstanding at any time. Under certain circumstances,   
the principal and interest due under such loans may be converted into shares    
of Newco Common Stock. The agreement also contains a number of restrictions on  
Newco and its subsidiaries. See "The Reorganization Agreement and Related       
Agreements--Newco Credit Facility Agreement."                                   

Gargiulo Credit Facility Agreement                                            

Upon the Effective Time, Newco and Monsanto shall enter into a revolving    
credit facility agreement (the "Gargiulo Credit Facility Agreement") pursuant   
to which Monsanto, subject to certain terms and conditions, shall make a loan   
of up to $40 million to Newco, the proceeds of which are to be used solely by   
TIA. Gargiulo L.P. expects to borrow up to $40 million from Monsanto pursuant   
to an amendment of an existing credit facility to acquire Collier Farms, to     
support Gargiulo L.P.'s branded tomato strategy and to allow Gargiulo L.P. to   
make an approximately $2 million payment to Monsanto pursuant to the            
Development License Agreement dated December 23, 1992 (the "Development         
Agreement"), which amounts will be converted into a loan under the Gargiulo     
Credit Facility Agreement at the Effective Time. The balance of any future      
borrowings under the Gargiulo Credit Facility Agreement shall be used by TIA    
to implement the branded tomato strategy described below. The loan is           
repayable out of a specified portion of the Cumulative Free Cash Flow (as       
defined in the Gargiulo Credit Facility Agreement) of TIA or, if not repaid     
within eight years, may be converted by Monsanto under certain circumstances    
into shares of Newco Common Stock. Based solely upon the last reported sales    
price of Calgene Common Stock on the Nasdaq National Market on December 15,     
1995 ($4.875 per share), the conversion of the maximum principal amount         
available to Newco under the Gargiulo Credit Facility ($40,000,000) would       
result in the issuance of approximately 8 million shares of Newco Common Stock  
to Monsanto, or approximately 13% of the total number of shares of Newco        
Common Stock which will be outstanding immediately after the Effective Time.    
See "Risk Factors--Significant Influence by Monsanto and                        

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Possible Conflicts of Interest" and "--Possible Need for Additional             
Financing." The agreement also contains a number of restrictions on Newco and   
its subsidiaries. The final terms of the Gargiulo Credit Facility Agreement     
are subject to the approval of Gargiulo L.P.'s principal lender. See "The       
Reorganization Agreement and Related Agreements--Gargiulo Credit Facility       
Agreement."                                                                     

License Agreements                                                            

As part of the Reorganization, Monsanto will license to Newco certain       
technology pursuant to various license agreements and letter agreements         
(collectively, the "License Agreements"). See "The Reorganization Agreement     
and Related Agreements--License Agreements."                                    

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

As discussed in more detail below under "Approval of the Merger--Certain    
Federal Income Tax Consequences," Calgene has received an opinion of its legal  
counsel that the exchange of Calgene Common Stock for Newco Common Stock in     
the Merger will qualify as tax-free pursuant to Section 351 of the Internal     
Revenue Code of 1986, as amended (the "Code").                                  

ACCOUNTING TREATMENT                                                            

The Merger will be accounted for under the purchase method of accounting in 
accordance with generally accepted accounting principles, whereby the purchase  
price will be allocated based on the fair value of the assets acquired and      
liabilities assumed. Such allocation will be made based upon valuations that    
have not been finalized. It is anticipated that a significant portion of the    
purchase price will be allocated to in-process research and technology which    
will result in a charge to Newco's statement of operations of approximately     
$59.2 million in the fiscal quarter in which the Reorganization closes. The     
amount of the estimated charge is based on a preliminary valuation and the      
actual amount could vary significantly upon completion of the final valuation.  

In addition, Newco plans to consolidate certain of the personnel, facilities
and other assets of Calgene, currently operating as its CalFresh division       
("CalFresh"), with those of Gargiulo L.P. and, if the Collier Transaction is    
consummated, to integrate the tomato operations of Collier Farms. In            
connection with such consolidation activities, Newco expects to close certain   
duplicative facilities and to incur restructuring charges, including the        
write-off of redundant intangibles, of approximately $8.5 million, which will   
be recorded in the fiscal quarter in which the Reorganization closes.           

A significant effect of the purchase accounting will be to record a         
significant amount of goodwill and other intangible assets which will result    
in substantial amortization charges to the consolidated income of Newco over    
the useful lives of such assets. The amount of such charges are estimated at    
approximately $6.5 million per fiscal year for approximately 12 years;          
however, actual charges could vary significantly in the event the underlying    
assets are impaired or the related useful lives are less than currently         
estimated. See "Unaudited Selected Pro Forma Combined Financial Data."          

REGULATORY APPROVALS                                                            

No state or federal regulatory approvals are required relating to the       
Reorganization, other than (i) the pre-transaction filing and waiting period    
requirements applicable to the Reorganization under the Hart-Scott-Rodino       
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the        
effectiveness of the Registration Statement of which this Proxy                 
Statement/Prospectus is a part and (iii) compliance with applicable state       
securities laws. See "Approval of the Merger--Regulatory Approvals."            

The Reorganization is subject to the requirements of the HSR Act, and the   
rules and regulations thereunder, which provide that certain transactions may   
not be consummated until certain required information and materials have been   
furnished to the Antitrust Division of the Department of Justice (the           
"Antitrust Division") and the Federal Trade Commission (the "FTC") and certain  
waiting periods have expired or been terminated. Monsanto                       

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filed its notification pursuant to the HSR Act in October 1995. (Calgene was    
not obligated to submit an HSR notification). In November 1995, the Antitrust   
Division extended the HSR waiting period on the proposed transactions by        
issuance of a request for additional information to Monsanto pursuant to the    
HSR Act. The Antitrust Division has also requested information from Calgene     
pursuant to the Antitrust Civil Process Act. Both Monsanto and Calgene have     
provided significant documentary and other information to the Antitrust         
Division in response to these requests and continue to do so. Both companies    
expect to be in substantial compliance with the requests they received in the   
near future. The parties are continuing to work with the Antitrust Division to  
resolve any remaining issues and believe that they will ultimately be able to   
resolve the Antitrust Division's questions, if any, in a manner which will      
permit the Reorganization to proceed. See "Approval of the Merger--Regulatory   
Approvals."                                                                     

COMPARISON OF STOCKHOLDER RIGHTS                                                

The rights of holders of Calgene Common Stock are substantially similar to  
the rights of holders of Newco Common Stock, provided, however, that Monsanto   
will have certain additional rights as a stockholder of Newco pursuant to the   
Stockholders Agreement. See "Comparison of Stockholder Rights" and "The         
Reorganization Agreement and Related Agreements--The Stockholders Agreement."   

NO APPRAISAL RIGHTS                                                             

Holders of Calgene Common Stock do not have rights of appraisal under the   
Delaware General Corporation Law (the "Delaware Law") in connection with the    
Reorganization. See "No Appraisal Rights."                                      

EXCHANGE OF CERTIFICATES FOR CALGENE COMMON STOCK                               

From and after the Effective Time, certificates evidencing shares of Calgene
Common Stock will be deemed for all purposes to represent an equivalent number  
of shares of Newco Common Stock. CALGENE STOCKHOLDERS WILL NOT BE REQUIRED TO   
SUBMIT THEIR CERTIFICATES IN CONNECTION WITH THE REORGANIZATION.                

RISK FACTORS                                                                    

In considering the Merger Proposal, holders of Calgene Common Stock should  
consider the risks set forth under "Risk Factors."                              

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CALGENE, INC. 

SELECTED CONSOLIDATED FINANCIAL DATA  

The selected consolidated financial data at June 30, 1994 and 1995 and for  
the years ended June 30, 1993, 1994 and 1995 have been derived from the         
audited consolidated financial statements of Calgene and should be read in      
conjunction with such consolidated financial statements and notes thereto,      
which are incorporated by reference herein. The consolidated balance sheet      
data at June 30, 1991, 1992 and 1993 and the consolidated statement of          
operations data for the years ended June 30, 1991 and 1992 have been derived    
from audited consolidated financial statements not included or incorporated by  
reference herein. The consolidated financial data at September 30, 1995 and     
for the three months ended September 30, 1995 and 1994 have been derived from   
unaudited consolidated financial statements which are incorporated by           
reference herein. Consolidated financial data at September 30, 1994 have been   
derived from unaudited consolidated financial statements not included or        
incorporated by reference herein. In the opinion of management, the unaudited   
consolidated financial statements have been prepared on the same basis as the   
audited consolidated financial statements and include all adjustments,          
consisting only of normal recurring adjustments, necessary for a fair           
statement of the results for the unaudited interim periods. Results of          
operations for interim periods are not necessarily indicative of results for    
the entire fiscal year.                                                         

                                                        [Enlarge/Download Table]

                                                                             THREE MONTHS    
                                                                                ENDED        
                                     YEAR ENDED JUNE 30,                    SEPTEMBER 30,    
                         ------------------------------------------------  ----------------- 
                           1991      1992      1993      1994      1995     1994      1995   
                         --------  --------  --------  --------  --------  -------  -------- 
                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)                   
                                                                                             
CONSOLIDATED STATEMENT                                                                       
 OF OPERATIONS DATA(1):                                                                      
 Revenues:                                                                                   
 Product sales, net..... $ 20,810  $ 18,211  $ 24,675  $ 35,408  $ 48,972  $ 6,263  $  8,812 
 Product development....    5,294     3,666     2,562     3,025     6,459      267       300 
 Interest/other.........    1,601     2,322     2,089       964     1,233      320       376 
                         --------  --------  --------  --------  --------  -------  -------- 
   Total revenues.......   27,705    24,199    29,326    39,397    56,664    6,850     9,488 
 Costs and expenses:                                                                         
 Costs of goods sold....   19,727    16,150    21,918    43,982    53,678    8,719    12,141 
 Research and                                                                                
  development(2)........   11,151    15,422    14,975    15,568    15,373    3,806     3,223 
 Selling, general and                                                                        
  administrative........   10,161    11,318    16,494    21,279    16,081    3,640     3,892 
 Interest expense.......      898       816       673       729       924      184       513 
                         --------  --------  --------  --------  --------  -------  -------- 
   Total costs and                                                                           
    expenses............   41,937    43,706    54,060    81,558    86,056   16,349    19,769 
 Minority interest share                                                                     
  of net loss...........      603       961        50        46       116       30        22 
 Equity in net losses of                                                                     
  affiliates............     (692)      (39)     (583)     (583)     (213)     (54)       (4)
 Gain (loss) from                                                                            
  disposition of                                                                             
  assets................        3        30        88       (38)   (1,098)       1       (96)
                         --------  --------  --------  --------  --------  -------  -------- 
 Loss from continuing                                                                        
  operations before                                                                          
  income taxes..........  (14,318)  (18,555)  (25,179)  (42,736)  (30,587)  (9,522)  (10,359)
 Provision for income                                                                        
  taxes.................       61        61        44        65        15       16        15 
                         --------  --------  --------  --------  --------  -------  -------- 
 Loss from continuing                                                                        
  operations............  (14,379)  (18,616)  (25,223)  (42,801)  (30,602)  (9,538)  (10,374)
 Loss from discontinued                                                                      
  operations............  (12,600)   (1,300)     (400)      --        --       --        --  
                         --------  --------  --------  --------  --------  -------  -------- 
 Net loss...............  (26,979)  (19,916)  (25,623)  (42,801)  (30,602)  (9,538)  (10,374)
 Preferred stock                                                                             
  dividends.............    1,970     2,799       --        --        --       --        --  
                         --------  --------  --------  --------  --------  -------  -------- 
 Net loss applicable to                                                                      
  common shareholders... $(28,949) $(22,715) $(25,623) $(42,801) $(30,602) $(9,538) $(10,374)
                         ========  ========  ========  ========  ========  =======  ======== 
 Net loss per share(3):                                                                      
 Loss from continuing                                                                        
  operations............ $  (1.43) $  (1.34) $  (1.11) $  (1.71) $  (1.04) $ (0.35) $  (0.34)
 Loss from discontinued                                                                      
  operations............    (1.11)    (0.08)    (0.02)      --        --       --        --  
                         --------  --------  --------  --------  --------  -------  -------- 
   Net loss............. $  (2.54) $  (1.42) $  (1.13) $  (1.71) $  (1.04) $ (0.35) $  (0.34)
                         ========  ========  ========  ========  ========  =======  ======== 
 Shares used in per                                                                          
  share calculations....   11,390    15,966    22,786    24,988    29,439   27,616    30,250 

                                                                [Download Table]

                                        JUNE 30,                  SEPTEMBER 30, 
                         --------------------------------------- ---------------
                          1991    1992    1993    1994    1995    1994    1995  
                         ------- ------- ------- ------- ------- ------- -------
                                             (IN THOUSANDS)                     
                                                                                
CONSOLIDATED BALANCE                                                            
 SHEET DATA:                                                                    
 Cash, equivalents and                                                          
  available-for-sale                                                            
  securities(4)......... $36,180 $41,259 $39,782 $20,743 $22,036 $16,534 $10,235
 Working capital(4).....  32,877  38,302  34,307   4,696  10,821   9,757   2,655
 Total assets...........  83,136  85,223  88,401  78,312  89,231  73,204  76,331
 Short-term debt(5).....   7,566  10,120   8,838  10,378   9,255   7,009   8,161
 Long-term debt.........   5,065   4,378   3,694   5,704  15,421   4,793  17,454
 Shareholders'                                                                  
  equity(6).............  57,765  62,511  65,769  44,423  46,051  49,997  35,784

-------                                                                         
(1) Acquisitions during the periods reported affect the year-to-year            
comparability of the selected consolidated financial data.              
(2) Includes $2 million paid for a technology license in fiscal 1992.           
(3) Applicable to holders of Calgene Common Stock after payment of Preferred    
Stock dividends.                                                        
(4) Excludes pledged marketable securities which equalled $1.2 million at June  
30, 1995.                                                               
(5) Includes current portion of long-term debt.                                 
(6) No dividends have been paid on the Calgene Common Stock.                    

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GARGIULO L.P. 

SELECTED CONSOLIDATED/COMBINED FINANCIAL DATA 

The selected consolidated/combined financial data at June 30, 1994 and 1995 
and for the period from July 1, 1992 to December 22, 1992, and for the period   
from December 23, 1992 to June 30, 1993, and for the years ended June 30, 1994  
and 1995 have been derived from the audited consolidated/combined financial     
statements of Gargiulo L.P. and should be read in conjunction with such         
consolidated/combined financial statements and notes thereto, which are         
included herein. The consolidated/combined financial data at June 30, 1991,     
1992 and 1993 and the years ended June 30, 1991 and 1992 have been derived      
from audited consolidated/combined financial statements of Gargiulo L.P. not    
included or incorporated by reference herein. The consolidated/combined         
financial data at September 30, 1995 and for the three months ended September   
30, 1994 and 1995 have been derived from unaudited consolidated financial       
statements which are also included and incorporated by reference herein. In     
the opinion of management, the unaudited consolidated financial statements      
have been prepared on the same basis as the audited consolidated financial      
statements and include all adjustments, consisting only of normal recurring     
adjustments, necessary for a fair statement of the results for the unaudited    
interim periods. Results of operations for interim periods are not necessarily  
indicative of results for the entire fiscal year.                               

                                                        [Enlarge/Download Table]

                            PREDECESSOR COMPANY              PARTNERSHIP                            
                          --------------------------  ---------------------------                   
                                                                                        THREE       
                                                                                       MONTHS       
                            YEAR ENDED                             YEAR ENDED           ENDED       
                             JUNE 30,        7/1/92   12/23/92      JUNE 30,        SEPTEMBER 30,   
                          ----------------     TO        TO     -----------------  ---------------- 
                           1991     1992    12/22/92  6/30/93    1994      1995     1994     1995   
                          -------  -------  --------  --------  -------  --------  -------  ------- 
                                                    (IN THOUSANDS)                                  
                                                                                                    
CONSOLIDATED/COMBINED                                                                               
 STATEMENT OF OPERATIONS                                                                            
 DATA:                                                                                              
  Revenues..............  $52,965  $73,223  $28,890   $52,336   $99,513  $114,052  $27,504  $28,609 
  Cost of revenues......   34,270   45,717   18,245    40,032    81,995    97,744   23,528   29,667 
                          -------  -------  -------   -------   -------  --------  -------  ------- 
  Gross profit..........   18,695   27,506   10,645    12,304    17,518    16,308    3,976   (1,058)
  Selling, general and                                                                              
   administrative                                                                                   
   expenses.............   13,631   13,507    7,428     8,956    15,381    18,096    3,682    5,082 
                          -------  -------  -------   -------   -------  --------  -------  ------- 
  Operating income                                                                                  
   (loss)...............    5,064   13,999    3,217     3,348     2,137    (1,788)     294   (6,140)
  Other income                                                                                      
   (expense)............    2,498     (631)    (532)     (841)   (1,860)     (331)    (418)     862 
  Equity in net income                                                                              
   (loss) of                                                                                        
   affiliates...........      731     (336)     (18)        4        20       416      --      (125)
                          -------  -------  -------   -------   -------  --------  -------  ------- 
  Income (loss) before                                                                              
   (provision) benefit                                                                              
   from income taxes....    8,293   13,032    2,667     2,511       297    (1,703)    (124)  (5,403)
  (Provision) benefit                                                                               
   from income                                                                                      
   taxes(1).............     (536)    (692)     --        181       114                --       --  
                          -------  -------  -------   -------   -------  --------  -------  ------- 
  Net income (loss)(1)..  $ 7,757  $12,340  $ 2,667   $ 2,692   $   411  $ (1,703) $  (124) $(5,403)
                          =======  =======  =======   =======   =======  ========  =======  ======= 

-------                                                                         
(1) Included in the consolidated/combined financial statements are several      
entities where federal taxable income and expenses flow directly to the 
stockholders/partners and are not taxed at the corporate level. Had such
entities been taxed at the corporate level, the pro forma (provisions)  
benefit for income taxes, computed at statutory rates, would have been  
($2,820), ($4,431), ($907), ($854), ($99), $579, $42 and $1,837 for the 
 years ended June 30, 1991, 1992, the period from June 1, 1992 to December
22, 1992, the period from December 23, 1992 to June 30, 1993, for the   
years ended June 30, 1994 and 1995 and for the three months ended       
  September 30, 1994 and 1995, respectively, and, accordingly, the pro forma
net income (loss) would have been $5,473, $8,601, $1,760, $1,657, $198, 
 ($1,124), ($82) and ($3,566) for the years ended June 30, 1991, 1992, the
period from June 1, 1992 to December 22, 1992, the period from December 
 23, 1992 to June 30, 1993, for the years ended June 30, 1994 and 1995 and
for the three months ended September 30, 1994 and 1995, respectively.   

                                                                [Download Table]

                           PREDECESSOR                           SEPTEMBER 30,
                             COMPANY           PARTNERSHIP           1995     
                         --------------- ----------------------- -------------
                                        JUNE 30,                              
                         ---------------------------------------              
                          1991    1992    1993    1994    1995                
                         ------- ------- ------- ------- -------              
                                            (IN THOUSANDS)                    
                                                                              
CONSOLIDATED BALANCE                                                          
 SHEET DATA:                                                                  
  Cash and equivalents.. $ 8,259 $15,258 $15,569 $   615 $ 1,556    $   528   
  Working capital.......  11,198  18,066  21,227  14,783  20,551     12,622   
  Total assets..........  48,399  55,372  78,448  81,264  87,819     79,289   
  Short-term debt.......   5,520   2,996   7,827  11,414   3,103      3,704   
  Long-term debt........   4,992   6,026  11,817  14,246  26,706     26,609   
  Shareholders'                                                               
   equity(1)............  20,913  30,574                                      
  Partner's capital.....                  44,862  42,104  40,503     35,100   

-------                                                                         
(1) The Predecessor Company paid dividends of $6,965 and $3,847 for the years   
ended June 30, 1991 and 1992, respectively.                             

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TOMATO INVESTMENT ASSOCIATES, INC.  
AND PRODUCE RELATED TECHNOLOGY OF MONSANTO COMPANY  

SELECTED COMBINED FINANCIAL DATA  

The selected combined financial data at June 30, 1994 and 1995 and for the  
three years ended June 30, 1995 have been derived from the audited combined     
financial statements of TIA and should be read in conjunction with such         
combined financial statements and notes thereto, which are included herein.     
The combined financial data at June 30, 1993 has been derived from unaudited    
combined financial statements not included or incorporated by reference         
herein. In the opinion of management, the unaudited consolidated financial      
statements have been prepared on the same basis as the audited consolidated     
financial statements and include all adjustments, consisting only of normal     
recurring adjustments, necessary for a fair statement of the results for the    
unaudited interim periods. The selected combined financial data at September    
30, 1994 and 1995 and for the three months then ended have been derived from    
the unaudited combined financial statements which are included herein.          

                                                                [Download Table]

                                                                THREE MONTH    
                                                               PERIOD ENDED    
                                     YEAR ENDED JUNE 30,       SEPTEMBER 30,   
                                   -------------------------  ---------------- 
                                    1993     1994     1995     1994     1995   
                                   -------  -------  -------  -------  ------- 
                                               (IN THOUSANDS)                  
                                                                               
COMBINED STATEMENT OF OPERATIONS                                               
 DATA:                                                                         
  Operating expenses.............. $ 6,816  $ 5,547  $ 6,644  $ 1,609  $ 1,827 
  Equity share of net income                                                   
   (loss) of affiliates...........     592       90     (941)    (153)  (2,696)
                                   -------  -------  -------  -------  ------- 
  Loss before benefit from income                                              
   taxes..........................   6,224    5,457    7,585    1,762    4,523 
  Benefit from income taxes.......   2,300    2,045    2,300      669    1,719 
                                   -------  -------  -------  -------  ------- 
  Net loss........................ $(3,924) $(3,412) $(5,285) $(1,093) $(2,804)
                                   =======  =======  =======  =======  ======= 
COMBINED BALANCE SHEET DATA:                                                   
  Cash and equivalents............ $   --   $   --   $   --   $   --   $   --  
  Working capital.................  (2,752)  (2,396)  (4,375)  (1,333)  (2,185)
  Total assets....................  26,905   25,411   56,582   54,378   53,442 
  Short-term debt.................     --       --       --       --       --  
  Long-term debt..................     --       --       --       --       --  
  Shareholder's equity............  24,116   21,760   50,903   51,790   49,953 

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COLLIER FARMS 

SELECTED COMBINED FINANCIAL DATA  

The selected combined financial data at June 30, 1993, 1994 and 1995 and for
the years then ended have been derived from the audited combined financial      
statements of Collier Farms and should be read in conjunction with such         
combined financial statements and notes thereto which are included herein. The  
selected combined financial data at June 30, 1991 and 1992 and for the years    
then ended have been derived from the unaudited combined financial statements   
of Collier Farms not included or incorporated by reference herein. The          
selected combined financial data at September 30, 1994 and 1995 and for the     
three months then ended have been derived from the unaudited combined           
financial statements of Collier Farms and should be read in conjunction with    
such combined financial statements and notes thereto, which are included        
herein. In the opinion of management, the unaudited consolidated financial      
statements have been prepared on the same basis as the audited combined         
financial statements and include all adjustments, consisting only of normal     
recurring adjustments, necessary for a fair statement of the results for the    
unaudited interim periods. Results of operations for interim periods are not    
necessarily indicative of results for the entire fiscal year.                   

                                                        [Enlarge/Download Table]

                            UNAUDITED             AUDITED                              
                         ---------------- ------------------------                     
                                   YEAR ENDED JUNE 30,                                 
                         -----------------------------------------                     
                                                                    UNAUDITED UNAUDITED
                                                                      THREE     THREE  
                                                                     MONTHS    MONTHS  
                                                                      ENDED     ENDED  
                                                                    SEPTEMBER SEPTEMBER
                          1991     1992    1993    1994     1995    30, 1994  30, 1995 
                         -------  ------- ------- -------  -------  --------- ---------
                                               (IN THOUSANDS)                          
                                                                                       
COMBINED STATEMENT OF                                                                  
 OPERATIONS DATA:                                                                      
  Revenues.............. $29,407  $37,841 $31,262 $22,009  $25,440   $   495  $    350 
  Cost of revenues......  19,628   22,490  23,297  21,082   20,276       805       802 
                         -------  ------- ------- -------  -------   -------  -------- 
  Gross profit..........   9,779   15,351   7,965     927    5,164      (310)     (452)
  Selling, general and                                                                 
   administrative                                                                      
   expenses.............   6,573    6,433   6,399   6,001    6,596     1,224     1,329 
                         -------  ------- ------- -------  -------   -------  -------- 
  Operating income                                                                     
   (loss)...............   3,206    8,918   1,566  (5,074)  (1,432)   (1,534)   (1,781)
  Other income..........     221      207   1,795   2,428    1,091       139       130 
                         -------  ------- ------- -------  -------   -------  -------- 
  Net income (loss)..... $ 3,427  $ 9,125 $ 3,361 $(2,646) $  (341)  $(1,395) $(1,651 )
                         =======  ======= ======= =======  =======   =======  ======== 
COMBINED BALANCE SHEET                                                                 
 DATA:                                                                                 
  Cash and equivalents.. $    48  $    55 $    77 $    62  $   122   $    47  $    110 
  Working capital.......  (5,861)   1,849   3,198   3,467     (401)    2,060     2,545 
  Total assets..........  20,089   21,752  22,520  21,037   20,977    24,453    24,520 
  Short-term debt.......   5,375      390     317     269    5,558     5,569     5,594 
  Long-term debt........  12,781   12,391  12,112  11,843    6,285     6,475     6,300 
  Owners' equity........    (989)   5,501   6,767   6,871    7,540    10,041    10,247 

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UNAUDITED SELECTED PRO FORMA COMBINED FINANCIAL DATA AND COMPARATIVE PER SHARE  
DATA  

The unaudited selected pro forma financial data is derived from the         
unaudited pro forma combined condensed financial statements of Newco, assuming  
the consummation of the Reorganization, and should be read in conjunction with  
such pro forma combined condensed financial statements and notes thereto,       
which are included elsewhere in this Proxy Statement/Prospectus. For a          
description of the various periods combined for pro forma purposes and for      
other information regarding the pro forma data, see "Unaudited Pro Forma        
Combined Condensed Financial Statements." (In thousands, except per share       
data)                                                                           

                                                                [Download Table]

                                                                  THREE MONTHS  
                                                    YEAR ENDED   ENDED SEPTEMBER
                                                   JUNE 30, 1995    30, 1995    
                                                   ------------- ---------------
                                                                                
STATEMENT OF OPERATIONS DATA:(1)                                                
  Revenues........................................   $194,923       $ 38,071    
  Net loss(2).....................................   $(52,254)      $(20,788)   
  Net loss per share(2)...........................   $  (0.94)      $  (0.37)   

                                                                [Download Table]

                                                                       SEPTEMBER
                                                                       30, 1995 
                                                                       ---------
                                                                                
BALANCE SHEET DATA:(3)                                                          
  Total assets....................................................     $272,729 
  Long-term debt..................................................     $ 49,143 
  Book value per share............................................     $   2.97 

--------                                                                        
(1) The pro forma combined statement of operations data gives effect to the     
Reorganization, on a purchase basis of accounting, as if it had occurred
on July 1, 1994.                                                        
(2) Pursuant to Regulation S-X, excludes $59.2 million allocated to in-process  
research and technology and write-offs/reserves of approximately $8.5   
million for intangibles, leases and related assets that will become     
redundant upon the consummation of the Reorganization, which are non-   
recurring charges related to the Reorganization.                        
(3) The pro forma combined balance sheet data gives effect to the               
  Reorganization, on a purchase basis, as if it had occurred as of September
30, 1995.                                                               

COMPARATIVE PER SHARE DATA(1)                                                   

                                                                [Download Table]

                                   CALGENE                                     
                             --------------------                              
                                                                  PRO FORMA    
                                                  TIA/GARGIULO  EQUIVALENT FOR 
                                        PRO FORMA  PRO FORMA   ONE TIA/GARGIULO
                             HISTORICAL COMBINED  COMBINED(2)      SHARE(3)    
                             ---------- --------- ------------ ----------------
                                                                               
NET LOSS PER SHARE:                                                            
  Three months ended Septem-                                                   
   ber 30, 1995.............   ($0.34)   ($0.37)     ($7,887)      ($11,153)   
  Year ended June 30, 1995..   ($1.04)   ($0.81)     ($9,257)      ($24,416)   
BOOK VALUE PER SHARE:                                                          
  September 30, 1995........    $1.18     $2.97     $100,054        $89,525    
  June 30, 1995.............    $1.52     $3.15     $101,003        $94,950    

--------                                                                        
(1)No cash dividends have been paid by either company for the periods           
presented.                                                                      
(2) Data includes the pro forma combined balance sheets and statements of       
operations of TIA, Gargiulo and Collier Farms                           
(3) Equivalent of 30,143 shares of Calgene common stock, which is the           
estimated exchange ratio.                                               

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RISK FACTORS  

The following risk factors should be considered by stockholders of Calgene  
in evaluating whether to approve the Merger Proposal and thereby become         
holders of Newco Common Stock. These factors should be considered in            
conjunction with the other information included and incorporated by reference   
in this Proxy Statement/Prospectus.                                             

RISKS RELATING TO NEWCO                                                         

Management and Coordination of Operations. The achievement of the           
anticipated benefits of the Reorganization will depend in part upon whether     
the businesses of Calgene and Gargiulo L.P. can be managed and coordinated in   
an efficient and effective manner after the Effective Time, and there can be    
no assurance that this will occur. The difficulties of managing and             
coordinating the businesses of Calgene and Gargiulo L.P. may be increased by    
the geographic separation of the organizations and their decentralized          
managements. The coordination of the businesses of Calgene and Gargiulo L.P.    
following the Reorganization may require the dedication of management           
resources which may temporarily distract attention from the day-to-day          
business of the combined companies. In addition, if the Collier Transaction is  
consummated, Gargiulo L.P. will need to integrate the operations of Collier     
Farms into its own operations, which may further distract the management of     
Gargiulo L.P. from day-to-day operations. In connection with the Collier        
Transaction, Gargiulo L.P. expects to incur approximately $20 million of        
indebtedness in the form of a $10 million loan from Monsanto under an existing  
credit facility and a $10 million purchase money note payable to Collier        
Enterprises (the "Seller Note"), subject to reduction in the event Gargiulo     
L.P. assumes certain obligations of Collier Enterprises. Gargiulo L.P.'s        
ability to repay such indebtedness will depend, in part, on the successful      
integration of the operations of Collier Farms into the operations of Gargiulo  
L.P. and the success of the Collier Farms operations which are subject to the   
same agribusiness risks as apply to Newco as described below.                   

Accounting Treatment of Certain Reorganization Costs. It is anticipated that
a significant portion of the purchase price for Calgene will be allocated to    
in-process research and technology, which will result in a charge to Newco's    
statement of operations of approximately $59.2 million in the fiscal quarter    
in which the Reorganization closes. The amount of the estimated charge is       
based on a preliminary valuation and the actual amount could vary               
significantly upon completion of the final valuation. In addition, Newco plans  
to consolidate CalFresh with Gargiulo L.P. and, if acquired, the tomato         
operations of Collier Farms. In connection with such consolidation activities,  
Newco expects to close certain duplicative facilities and to incur              
restructuring charges, including the write-off of redundant intangibles, of     
approximately $8.5 million, which will be recorded in the fiscal quarter in     
which the Reorganization closes.                                                

A significant effect of the purchase accounting will be to record a         
significant amount of goodwill and other intangible assets which will result    
in substantial amortization charges to the consolidated income of Newco over    
the useful lives of such assets. The amount of such charges are estimated at    
approximately $6.5 million per year for approximately 12 years; however actual  
charges could vary significantly in the event the underlying assets are         
impaired or the related useful lives are less than currently estimated. See     
"Unaudited Selected Pro Forma Combined Financial Data."                         

Separate Board of Directors and Management of TIA. Pursuant to the          
Stockholders Agreement, the Board of Directors of TIA shall consist of Jeffrey  
D. Gargiulo and his brother, John R. Gargiulo (who are both officers of         
Gargiulo L.P.), Hendrik A. Verfaillie and Robert T. Fraley (who are senior      
executives of Monsanto), Roger H. Salquist and Roderick N. Stacey (who are      
presently officers of Calgene), and an additional director designated by Newco  
and reasonably acceptable to both Monsanto and Jeffrey D. Gargiulo (as long as  
he is a director). The Chairman of the Board and Chief Executive Officer of     
TIA shall be Jeffrey D. Gargiulo as long as he is employed by TIA. See          
"Related Party Transactions--Gargiulo Employment Agreement." The Board of       
Directors of TIA shall appoint the other officers of TIA. The TIA Board of      
Directors shall have the authority to operate the business of Gargiulo L.P.     
within the confines of the annual operating plan and strategic plan approved    
by the Newco Board. See "The Reorganization Agreement and Related Agreements--  
The Stockholders Agreement."                                                    

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The separate Boards of Directors and management of TIA and Newco could      
present possible conflicts of interest and managerial difficulties to the       
extent that there are differences between actions proposed to be taken (or not  
taken) by the TIA Board of Directors or management and the Newco Board of       
Directors or management. Such conflicts of interest and managerial              
difficulties could adversely affect the business and operations of Newco.       

Combination of Calgene and Gargiulo L.P. Tomato Businesses. After the       
Effective Time, Newco plans to consolidate CalFresh with Gargiulo L.P. under    
the management of TIA, and to close certain duplicative facilities. In          
addition, if the Collier Transaction is consummated, Gargiulo L.P. will         
acquire the right to lease up to 11,000 acres of farmland in southwest          
Florida. In such event, certain of the farmland owned by Gargiulo L.P. in       
Florida would no longer be necessary and it is likely TIA would attempt to      
sell such farmland. At December 31, 1995, such farmland secured approximately   
$4.0 million of mortgage indebtedness. If the Collier Transaction is            
consummated, such farmland would also be used as security for the Seller Note.  
There can be no assurance that TIA will be able to sell such farmland for an    
amount that is sufficient to repay the indebtedness secured by such farmland,   
if at all. Newco anticipates further consolidations, the financial impact of    
which cannot be estimated at this time. There can be no assurance that Newco    
will not encounter difficulties in integrating the businesses of CalFresh and   
Gargiulo L.P. See "--Risks Applicable to the Branded Tomato Strategy" and       
"Calgene, Inc.--Business of Calgene--Fresh Market Tomato."                      

Significant Influence by Monsanto and Possible Conflicts of Interest. After 
the Effective Time, Monsanto will own 49.9% of the outstanding shares of Newco  
Common Stock and will have the right to designate four of the nine members of   
the Newco Board. Monsanto shall have the right to designate additional          
directors if and when its percentage ownership of Newco Common Stock            
increases. In addition, certain actions may not be taken by Newco without the   
approval of Monsanto. See "The Reorganization Agreement and Related             
Agreements--The Stockholders Agreement." Also, Monsanto is obligated, subject   
to certain terms and conditions, to lend up to $40 million to Newco to effect   
the Collier Transaction, make an approximately $2 million payment to Monsanto   
pursuant to the Development Agreement and fund the branded tomato strategy      
described below, and up to $15 million annually for a period of three years to  
Newco for general corporate purposes, although not more than $15 million may    
be outstanding thereunder at any one time. The Gargiulo Credit Facility         
Agreement and the Newco Credit Facility Agreement each contain various          
covenants precluding Newco and its subsidiaries from taking certain actions     
without the approval of Monsanto. Also, in the event of a default by Newco      
under the Newco Credit Facility Agreement or the Gargiulo Credit Facility       
Agreement, Monsanto has certain rights to convert the outstanding principal     
and interest under such agreements into additional shares of Newco Common       
Stock at the then market value of the Newco Common Stock, and any such          
conversion could substantially dilute the ownership interest of other Newco     
stockholders. It is possible that Monsanto's interest as a stockholder of       
Newco may differ from its interest as a lender, and there can be no assurance   
that actions taken by Monsanto pursuant to the exercise of its various rights   
under the Stockholders Agreement, the Gargiulo Credit Facility Agreement and    
the Newco Credit Facility Agreement will be in the best interests of all other  
stockholders of Newco.                                                          

Possible Need for Additional Financing. Newco expects that the cash         
contribution to be made by Monsanto pursuant to the Reorganization Agreement,   
together with the proceeds of the Newco Credit Facility Agreement, the          
Gargiulo Credit Facility Agreement and other bank lines of credit expected to   
be available to Newco after the Effective Time, will be sufficient to fund its  
operations through at least the end of calendar 1996. However, such             
expectation is based in part on the achievement of the operating plans of       
Calgene and Gargiulo L.P. for the year ended June 30, 1996 ("Fiscal 1996"),     
and there can be no assurance such operating plans will be achieved. If such    
plans are not achieved, additional funds might be required by Newco within the  
next 12 months. Also, there can be no assurance that all of Newco's expected    
sources of funds will be available. Calgene currently has a $13.0 million line  
of credit with Harris Bank (the "Harris Credit Facility"), and Gargiulo L.P.    
currently has a $17.5 million line of credit with NationsBank. The Harris       
Credit Facility, which was scheduled to expire on January 31, 1996, has been    
extended until March 31, 1996. Either of these banks may require changes in     
the terms of the Newco Credit Facility Agreement and/or the Gargiulo Credit     
Facility Agreement, and, if the required changes cannot be accommodated, there  
can be no assurance that such banks will continue to make these lines of        
credit available after the Effective Time or, if such lines are not available,  
that Newco will                                                                 

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be able to obtain alternative bank financing on favorable terms, if at all. As  
of October 31, 1995, Calgene was not in compliance with certain financial       
covenants under its credit agreement with Harris Bank. While Calgene has        
obtained waivers of such defaults through March 31, 1996, there can be no       
assurance that it will be in compliance with such covenants in the future or,   
in the event it is not in compliance, that it will be able to obtain waivers    
of any such covenants. At June 30, 1995, Gargiulo L.P. was not in compliance    
with certain financial covenants in its credit agreement with NationsBank.      
Gargiulo L.P. has received waivers under such covenants until June 30, 1996.    
There can be no assurance that Gargiulo L.P. will be in compliance with such    
covenants or other covenants in its credit agreement in the future or that, in  
the event it is not in compliance, that it will be able to obtain waivers of    
any such covenants. While Monsanto has agreed, pursuant to the Gargiulo Credit  
Facility Agreement, to make a $40 million loan available to Newco, advances     
under such loan are subject to the achievement of certain milestones, and are   
to be used solely to fund the branded tomato strategy described below (other    
than amounts used to finance any borrowings made by Gargiulo L.P. to finance    
the Collier Transaction and to allow Gargiulo L.P. to make an approximately $2  
million payment to Monsanto pursuant to the Development Agreement) and are      
repayable out of specified portions of the cumulative free cash flow of TIA.    
While Monsanto has agreed, pursuant to the Newco Credit Facility Agreement, to  
advance up to $15 million annually to Newco for three consecutive years, not    
more than $15 million may be outstanding thereunder at any one time and if      
Newco were to elect to convert any portion thereof into shares of Newco Common  
Stock in order to gain access to additional borrowings under the Newco Credit   
Facility Agreement, the issuance of such additional shares will trigger         
Monsanto's right under the Stockholders Agreement to designate two additional   
directors of Newco and thus control the Newco Board of Directors. See           
"Reorganization Agreement and Related Agreements--The Stockholders Agreement."  
Except as described above, Monsanto has no obligation to loan or otherwise      
contribute additional cash to Newco. For all the foregoing reasons, there can   
be no assurance that Newco will be able to obtain any future required           
financing on favorable terms, if at all.                                        

History of Losses; Uncertainty of Future Financial Results. Calgene has       
incurred aggregate net losses of approximately $188 million from inception in   
1981 through September 30, 1995, including research and development expenses    
in excess of $129 million. The net loss for Calgene in the year ended June 30,  
1995 ("Fiscal 1995") was $30.6 million and was $10.4 million in the fiscal      
quarter ended September 30, 1995. Calgene expects to incur a substantial net    
loss in Fiscal 1996. Gargiulo L.P. experienced a net loss in the amount of      
$1.7 million for Fiscal 1995, and incured a net loss of approximately $5.4      
million for the fiscal quarter ended September 30, 1995. In addition, Collier   
Farms incurred a net loss of approximately $341,000 during Fiscal 1995 and a    
net loss of $1.7 million in the first quarter of Fiscal 1996. There is no       
assurance that some or all of the factors which caused these historical losses  
will not be present in future periods or that Calgene or Gargiulo L.P. will be  
able to overcome these or other problems and achieve profitability in the       
highly unpredictable and volatile fresh produce business. Newco's ability in    
future years to reduce losses and operate at a profit will depend on, among     
other things, (i) the successful integration and profitability of the fresh     
produce operations of CalFresh, Gargiulo L.P. and, if acquired, Collier Farms,  
(ii) the successful development by Calgene of its genetically engineered        
products and (iii) the success of the branded tomato strategy described below.  
There can be no assurance that Newco will achieve profitability in the future.  

Risks Associated with the Branded Tomato Strategy. Newco intends to combine   
the premium quality branded tomato development program of Calgene, which        
operates under the MacGregor brand name, and Gargiulo L.P., which operates      
under the Gargiulo brand name, as part of its branded tomato strategy. This     
strategy involves a number of risks to Newco, including, without limitation,    
the following:                                                                  

Potential Inability to Successfully Produce or Market the Branded Tomato. A 
branded tomato program requires year-round production of a tomato which         
consistently and uniformly combines the characteristics and attributes retail   
consumers generally look for in the tomatoes they purchase, such as pleasing    
flavor, tempting color, and good size, shape and firmness. Newco believes that  
such tomatoes, if successfully produced and marketed, would gain brand          
recognition and that a sufficient number of retail consumers would be willing   
to pay a premium price for such tomatoes.                                       

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To date, no grower or shipper has successfully produced and supplied a      
branded tomato on a nationwide and year-round basis. While Newco believes the   
development of a successful branded tomato program is achievable, it            
recognizes that such development will take a significant amount of time,        
effort and capital.                                                             

The difficulties in producing a branded tomato, whether or not genetically  
engineered, include variability of weather conditions during any particular     
growing season and the non-uniformity of other factors affecting tomatoes,      
such as various crop diseases and pestilence. To supply a branded tomato year   
round, tomatoes must be grown in different geographic locations. The            
difference in locations also makes it difficult to produce tomatoes that        
consistently taste, look and feel alike.                                        

Funding of Branded Tomato Strategy. Upon the terms and conditions of the    
Gargiulo Credit Facility Agreement, Monsanto will make available to Newco a     
revolving credit facility of up to $40 million. The proceeds of loans under     
the Gargiulo Credit Facility Agreement are to be used solely to support the     
branded tomato strategy (other than amounts used to finance up to $10 million   
of borrowings made by Gargiulo L.P. to finance the Collier Transaction and to   
allow Gargiulo L.P. to make an approximately $2 million payment to Monsanto     
pursuant to the Development Agreement). In order to obtain an advance from      
Monsanto under the Gargiulo Credit Facility Agreement, Newco must provide       
reasonably acceptable documentation to Monsanto verifying that certain          
milestones have been reached and certain goals have been achieved, all as set   
forth in the Gargiulo Credit Facility Agreement. In the event such milestones   
and goals are not achieved, Monsanto will have no obligation to make advances   
under the Gargiulo Credit Facility Agreement and Newco will likely be unable    
to obtain sufficient capital to support the implementation or expansion of the  
branded tomato program.                                                         

Significant Costs Associated with the Development of the Branded Tomato. In 
order to implement the branded tomato strategy, Newco may be compelled to       
expand current farming operations, as well as incur significant marketing       
costs to achieve brand recognition. Gargiulo L.P. has already spent             
significant amounts on marketing, including the hiring of a number of           
marketing personnel and the performance of marketing surveys. Expenses for      
other items such as advertising will be required to implement the branded       
tomato program.                                                                 

Possible Unwillingness of Consumers to Pay Premium Prices for Branded       
Tomatoes. Even if Newco is able to produce tomatoes suitable for a branded      
program, there can be no assurance that retail consumers will be willing to     
consistently pay premium prices for such tomatoes.                              

Little Consumer Marketing Experience. Because Gargiulo L.P. has been        
principally engaged in the commodity tomato business, and Calgene has little    
experience in the fresh tomato business, Newco will have little or no           
marketing experience of the type required for a branded tomato program.         
Although Gargiulo L.P. has hired, and Newco intends to hire, employees with     
such marketing experience, there can be no assurance that Newco's marketing     
efforts will be successful. See "Tomato Investment Associates, Inc.--Gargiulo   
L.P.--Marketing, Sales and Distribution."                                       

Risks Associated with Production of Genetically-Engineered Tomatoes. Calgene  
has experienced difficulties in scaling-up production of its genetically-       
engineered tomatoes and plans to temporarily curtail its tomato growing         
operations in the Spring of 1996 until it is able to complete its development   
of varieties with suitable agronomic characteristics. See "Calgene, Inc.--      
Business of Calgene." There can be no assurance that Newco will be able to      
accomplish such development or production scale-up of genetically-engineered    
tomatoes. Unless and until such time as Newco develops genetically-engineered   
tomatoes with agronomic characteristics which it deems sufficient for cost-     
effective commercial production, it will be dependent upon the sale of          
tomatoes into the commodity markets.                                            

Agribusiness Risks. A variety of agribusiness risks affect all of the fresh   
produce sold by Calgene, Gargiulo L.P and Collier Farms, including, without     
limitation, the following:                                                      

Supply and Demand. The fresh produce business is particularly sensitive to  
fluctuations in supply and demand. When the supply of tomatoes and berries in   
the market exceeds the demand for such products, the market price for fresh     
produce may be driven down significantly, in some instances below the cost of   
harvesting and packing. In such situations it may be uneconomical to harvest a  
crop, resulting in a total loss of the costs                                    

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incurred in growing such crop. Even when market prices are sufficient to        
permit recovery of direct harvesting and packing costs, prices may not be high  
enough to permit recovery of growing costs and/or overhead and other indirect   
costs. In addition, oversupply can also affect the prices obtained for premium  
quality produce. See "--Risks Associated with the Branded Tomato Strategy."     

Limited Barriers to Entry. The relatively low capital requirements for      
farming permit relatively easy entrance into the fresh produce business, which  
in turn can result in over-supply.                                              

Weather. Weather conditions greatly affect the amount of fresh produce that 
is brought to market, and, accordingly, the prices received for such produce.   
Storms, frosts, droughts, and particularly floods, can destroy a crop and less  
severe weather conditions, such as excess precipitation, cold weather and       
heat, can kill or damage significant portions of a crop, rendering much of it   
unpackable and unsalable.                                                       

Crop Disease and Pestilence. Crop disease and pestilence can be             
unpredictable and can have a devastating effect on crops, rendering them        
unsalable and resulting in the loss of all or a major portion of the crop for   
that harvest season. Even when only a portion of the crop is damaged, the       
profits a grower could have made on the crop will be severely disrupted         
because the costs to plant and cultivate the entire crop will have been         
incurred although only a portion of it can be sold. While some crop diseases    
and pestilence are preventable or treatable, the costs of prevention or         
treatment may be high. Both Calgene and Gargiulo L.P. are attempting to         
develop insect and disease resistant strains of tomatoes, other produce and     
cotton. However, there can be no assurance that these efforts will be           
successful.                                                                     

Labor Shortages and Union Activity. The production of fresh produce is      
heavily dependent upon the availability of a large migrant labor force in       
order to harvest crops. The turnover rate among the migrant labor force is      
high due to the strenuous work, long hours, necessary relocation and            
relatively low pay. Further, the pool of such workers willing and able to do    
such unskilled manual labor is shrinking. To the extent it becomes necessary    
to pay more to attract unskilled labor to migrant farm work, labor costs can    
be expected to increase. In addition, compliance with more stringent            
immigration laws has increased and is likely to continue to increase migrant    
labor costs.                                                                    

The migrant worker work force has not been unionized for the most part,     
though significant efforts to form collective bargaining units or to have       
existing ones recognized has occurred in the past, particularly in California   
and, to a lesser extent, Southwest Florida. There can be no assurance that      
such union organizing activities will not occur in the future. If such          
organizing efforts were to occur and be successful on a large scale, labor      
costs would likely increase and there could be work stoppages, which would be   
particularly damaging in an industry where harvesting crops at peak times and   
getting them to market on a timely basis is critical. The majority of fresh     
produce is shipped by truck and is therefore susceptible to labor disturbances  
in the trucking industry. Labor disturbances in the trucking industry can       
limit the ability to get fresh produce to market before it spoils. Although     
Gargiulo L.P. has never been affected by a nationwide truckers strike, it has   
been affected by regional strikes and there can be no assurance that Newco      
will not be affected by national or regional labor disruptions in the trucking  
industry in the future.                                                         

Availability of Farmland in Florida and California. Newco intends to lease  
the majority of the land on which it grows its crops, particularly tomatoes.    
These leases are generally short term, and as a result, Newco will likely be    
required to renegotiate many of its leases on an annual basis, thereby          
subjecting itself to the possibility of increased rental payments. In           
addition, a significant amount of the available land in Florida is classified   
as "wetlands" and subject to significant restrictions on use. While Newco       
believes that the acquisition of Collier Farms by Gargiulo L.P. will reduce     
this risk in part, there can be no assurance that the Collier Transaction will  
be consummated or that Newco will enjoy the benefits it anticipates as a        
result of the Collier Transaction. See "Tomato Investment Associates, Inc.--    
Collier Farms."                                                                 

Risks similar to those set forth above are associated with the continued    
leasing of farmland for the growing of strawberries in California.              
Additionally, farmland along the California coast is subject to the problem of  
salt water intrusion which would be adverse to the growing of strawberries.     

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Seed Sales. Seed sales are affected by U.S. government agricultural policy, 
which imposes varying limitations on planting acreage as a criterion for        
farmers' eligibility to receive government subsidy payments and other           
benefits. There is no assurance that current or future U.S. government          
agricultural policies will not have a material adverse effect on Newco's        
financial results.                                                              

Technological Change. The application of recombinant DNA and related        
technologies to plants is complex and subject to rapid change. A number of      
companies are engaged in research related to plant biotechnology, including     
companies that rely on the use of recombinant DNA as a principal scientific     
strategy and companies that rely on other technologies. Technological advances  
by others could render Newco's products less competitive. Many of these         
companies, as well as competitors that supply non-genetically engineered        
products, have substantially greater resources than Newco.                      

Other companies are developing and seeking to commercialize premium quality,
fresh market tomatoes developed with recombinant DNA or other technologies.     
One of Newco's competitors, a biotechnology company, has developed a vine-      
ripened tomato using one such other technology, somoclonal variation, which it  
is currently selling and it is also test-marketing a tomato developed using     
recombinant DNA technology.                                                     

Competition.                                                                  

Vegetables and Berries. The tomato and berry markets in which Newco intends 
to compete are highly competitive. In addition to competition from other        
domestic growers, many of whom have greater resources and are able to produce   
at lower costs than Newco, there is increasing competition from foreign         
producers, particularly Mexican growers who are able to compete both on the     
basis of quality and price. The more arid climates in which the Mexican         
tomatoes are grown are conducive to vine ripening. By contrast, the wetter      
climates in which tomatoes are grown in the southeastern United States require  
that they be picked while still green and exposed to ethylene gas to promote    
ripening. Many retail consumers perceive vine ripened tomatoes to have better   
flavor than standard "gas green" tomatoes. Accordingly, vine ripened tomatoes   
produced in Mexico may be able to compete effectively against gas green         
tomatoes which are the predominant product of Gargiulo L.P. and Collier Farms.  
Although Gargiulo L.P. produces vine ripened tomatoes in Mexico and Puerto      
Rico, such tomatoes represented only approximately 10% of Gargiulo L.P.'s       
total tomatoes produced during Fiscal 1995. In addition, Gargiulo L.P.          
believes that certain provisions in the North American Free Trade Agreement,    
coupled with the sharp devaluation of the Mexican peso, are primarily           
responsible for the below-production-cost prices that Florida tomato growers    
received for their tomatoes last winter in the United States. Although          
Gargiulo L.P. is not able to predict the financial effect which the surge of    
Mexican tomatoes into the U.S. will have on its revenues, it expects that the   
large supply, combined with the vine-ripening characteristics that some         
consumers find more attractive than gas-green tomatoes, will continue to have   
a significant adverse impact on the revenues of Florida tomato growers,         
including Gargiulo L.P. Furthermore, in the event the branded tomato strategy   
is successful, there can be no assurance that Newco's competitors, many of      
whom have greater resources, will not be able to duplicate such strategy and    
produce branded tomatoes for sale at premium prices. In such event, the         
success of Newco's branded tomato strategy may be adversely affected. See "--   
Risks Associated with the Branded Tomato Strategy."                             

Cotton and other products. One competitor in the cotton seed market in which
Calgene competes, Delta and Pine Land Company, has a market share of            
approximately 70%, compared with Calgene's market share of approximately 15%.   
Monsanto has licensed its B.t. technology to Calgene and such other             
competitor. However, B.t. technology must compete in a marketplace with the     
competing technology of other established companies. See "The Reorganization    
and Related Agreements--License Agreements." Competition is also intense in     
the oleochemicals market, where Calgene competes with numerous companies.       

Dependence on Key Personnel. The success of Newco's business operations will  
be materially dependent upon the continued services of certain key personnel    
of Calgene, including Roger H. Salquist, and certain key personnel of Gargiulo  
L.P., including Jeffrey D. Gargiulo and Robert Shulman. The loss of any key     
personnel due to death, disability or termination of employment could have a    
material adverse impact on the operations or financial condition of Newco.      
Newco does not have key person life insurance covering its senior management    
personnel.                                                                      

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Dependence on Certain Corporate Relationships. Calgene and Gargiulo L.P. each 
enjoy relationships with other companies which have contributed, and in some    
cases continue to contribute, to their respective success. Newco's future       
success will depend, in part, on developing new relationships and continuing    
the existing relationships with these companies following the Reorganization,   
their continued strategic interest in the development of certain of Calgene's   
products and, eventually, their success in marketing such products or           
increasing the willingness of consumers to purchase such products from Newco.   

ADDITIONAL RISKS RELATING TO CALGENE                                            

Product Development Uncertainties. Although Calgene has completed the       
genetic engineering of BXN(TM) cotton and laurate canola, Calgene's other       
genetically engineered products are at various stages of development. There     
are difficult scientific objectives to be achieved in certain product           
development programs before the technological feasibility of such products can  
be demonstrated. Even the more advanced programs could encounter technological  
problems that could significantly delay or prevent product development or       
product introduction.                                                           

Patents and Trade Secrets. Since 1992, Calgene has been engaged in          
litigation with Enzo Biochem, Inc. ("Enzo") a company licensed under three      
related U.S. patents and counterpart foreign patents (the "Enzo Patents")       
which purport to cover the use of antisense technology in all cells, including  
plant cells. Some of Calgene's products, including the FLAVR SAVR tomato, use   
antisense technology. Enzo claimed that Calgene infringed the Enzo Patents.     
Calgene denied infringement and challenged the validity of the Enzo Patents.    
On February 2, 1996, the District Court ruled that the Enzo Patents are         
invalid. In addition, the validity of a patent owned by Calgene directed to     
the use of antisense in plant cells was upheld by the District Court. Enzo has  
indicated that it intends to appeal the decision. If on appeal a court were to  
determine that one or more of the Enzo Patents validly covers plant cells and   
that such patents are infringed by Calgene's sales of products incorporating    
such antisense technology, Calgene could be held liable for significant         
damages and could be precluded from producing and selling the FLAVR SAVR        
tomato, as well as other products currently under development. There is no      
assurance that a license, if necessary, could be obtained by Calgene on         
commercially acceptable terms, if at all.                                       

The European Patent Office (the "EPO") has granted a patent to Enzo with    
respect to claims which are intended to cover the use of antisense in all       
cells, including plant cells. The EPO has also granted a patent to Agracetus,   
Inc., a plant biotechnology company ("Agracetus"), with claims which are        
intended to cover the use of antisense technology in all plants. A preliminary  
decision from the EPO indicates that Calgene's opposition to Enzo's patent      
should be rejected. Calgene has filed supplemental arguments with the EPO       
responding to the EPO's reasoning and providing additional grounds for          
invalidation based upon evidence which surfaced during the course of the U.S.   
litigation and intends to supplement its opposition in the near future against  
such Agracetus patent. If these proceedings are not successful in limiting the  
scope of the claims of these patents and if Calgene is unable to obtain         
licenses from the respective patent holders to use such antisense technology,   
Calgene could be prevented from expanding some of Calgene's genetically         
engineered products, including tomatoes engineered with the FLAVR SAVR gene,    
into Europe. There is no assurance that licenses could be obtained on           
commercially reasonable terms, if at all.                                       

Other companies have applied for patents covering B.t. technology. If       
patents were to be issued to other companies, Calgene would be required to      
obtain a license to employ the B.t. gene in commercial products. There is no    
assurance that such licenses could be obtained on commercially reasonable       
terms, if at all. Calgene has rights to obtain certain licenses to Monsanto's   
B.t. technology and has licensed Plant Genetics Systems' issued B.t. patent.    

U.S. patents have been issued to Agracetus for the transformation of cotton.
Calgene has obtained a license from Agracetus for non-fiber uses. The patents   
are now in reexamination before the U.S. Patent Office and some claims have     
been indicated as allowable by the Examiner. Once the reexamination is          
completed, Calgene may determine that a license under these patents is needed   
for its genetically engineered cotton fiber products. There is no assurance     
that such a license could be obtained on commercially reasonable terms, if at   
all.                                                                            

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A U.S. patent has been issued to a competitor for a genetic component which 
is currently used in Calgene's FLAVR SAVR tomato. Although alternatives are     
available, in the event Calgene would be prevented from utilizing this genetic  
element, it would cause disruption in the production of FLAVR SAVR tomatoes.    
Analysis of this patent is currently underway. In the event that it is          
determined that a license is necessary, there is no assurance that a license    
can be obtained on commercially reasonable terms, if at all.                    

Patent applications filed in the United States are not publicly available   
for examination. Patent applications filed outside of the United States may be  
available for examination, but may not accurately reflect the applications      
filed in the United States on the same claimed inventions. Patent applications  
filed or to be filed in the future by Calgene's competitors or others could,    
if patents are issued, preclude Calgene from using, in the patent issuing       
countries, technology and techniques basic to genetic engineering and to areas  
of particular importance to Calgene. If Calgene is unable to obtain licenses    
to use such technology, there could be a delay in the introduction of some of   
Calgene's genetically engineered products in those countries. Whether such      
patents will be issued, the extent to which Calgene would be required to        
license such patents and the availability and cost of such licenses are         
currently unknown.                                                              

Calgene has received U.S. and foreign utility patents and has filed and will
continue to file patent applications in order to obtain proprietary protection  
of certain genes, gene constructs, uses of genes in specific applications and   
methods for genetic engineering of plants. There is no assurance that future    
patents can be obtained in a timely fashion or, if issued, will afford Calgene  
significant protection. In addition to patents, Calgene seeks to protect its    
proprietary know-how as trade secrets. Although Calgene takes precautionary     
measures to maintain the confidentiality of its trade secrets, there is no      
assurance that competitors will not gain access to Calgene's know-how or        
independently develop substantially equivalent know-how.                        

Public Acceptance of Genetically Engineered Products. The commercial success
of Calgene's genetically engineered products will depend in part on public      
acceptance of the cultivation and consumption of genetically engineered plants  
and plant products. Public attitudes may be influenced by claims that           
genetically engineered plant products are unsafe for consumption or pose a      
danger to the environment. There is no assurance that Calgene's genetically     
engineered products, such as fresh market tomatoes and herbicide resistant      
cotton, will gain public acceptance.                                            

Government Regulation. The field testing, production and marketing of       
genetically engineered plants and plant products by Calgene is subject to       
federal, state, local and foreign governmental regulation. There is no          
assurance that regulatory agencies administering existing or future             
regulations or legislation will allow Calgene to produce and market its         
genetically engineered products in a timely manner or under technically or      
commercially feasible conditions. In addition, regulatory action or private     
litigation could result in expenses, delays or other impediments to Calgene's   
product development programs or the commercialization of resulting products.    

Although the U.S. Food and Drug Administration (the "FDA") has announced in 
a policy statement that it will apply the same regulatory standards to foods    
developed through genetic engineering as applied to foods developed through     
traditional plant breeding, genetically engineered food products will be        
subject to premarket review if they raise safety questions or are deemed to be  
food additives. In May 1994, the FDA announced its determination that the       
FLAVR SAVR tomato has not been significantly altered with respect to safety or  
nutritive value when compared to conventional tomatoes and also published a     
food additive regulation allowing the use of the kanr marker gene in the        
development of new varieties of tomato, cotton and canola. Calgene has          
subsequently completed the safety assessment of its BXN(TM) cotton and laurate  
canola products in accordance with the FDA policy. There is no assurance that   
future Calgene products will not be subject to lengthy FDA reviews and          
unfavorable FDA determinations if they raise safety questions or are deemed to  
be food additives.                                                              

The FDA has announced in a policy statement that it will not require that   
genetically engineered products be labeled as such, provided that such          
products are as safe, and have the same nutritional characteristics as          
conventionally developed products. There can be no assurance that the FDA will  
not reconsider its position, or                                                 

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that local and state authorities will not enact labeling requirements, either   
of which could have a material adverse effect on Calgene. In addition, the      
Mexican health and agriculture authorities and Health Canada could reconsider   
their respective positions regarding the marketing of the FLAVR SAVR tomato.    

The United States Department of Agriculture (the "USDA") prohibits          
genetically engineered plants from being grown and transported except pursuant  
to a deregulation, or under controls so burdensome as to render                 
commercialization impracticable. The only Calgene plants currently exempted by  
the USDA are Calgene's initial tomato varieties engineered with the FLAVR SAVR  
gene, the BXN(TM) cotton varieties and laurate canola. No assurance can be      
given that additional Calgene products will be exempted by the USDA.            

ADDITIONAL RISKS RELATING TO GARGIULO L.P.                                      

Ability to Continue to Lease Land from Affiliates. Much of the land leased  
in southwest Florida to Gargiulo L.P. is owned by persons or entities which     
possess or have possessed significant ownership interests in Gargiulo L.P. or   
companies affiliated with Gargiulo L.P. Such persons and entities have been     
motivated to lease such crop lands to Gargiulo L.P. to allow Gargiulo L.P. to   
use it to produce crops and provide a return on their investments in Gargiulo   
L.P. Upon consummation of the Reorganization, these individuals and entities    
will no longer have a financial interest in Gargiulo L.P. and may be motivated  
to lease lands owned by them to third parties willing to pay higher rental      
payments or to sell such land to third parties who may not lease it to          
Gargiulo L.P. While Gargiulo L.P. believes that the acquisition of Collier      
Farms will reduce this risk, there can be no assurance that Collier Farms will  
be acquired. See "Related Party Transactions."                                  

Early Stage and Uncertainty of Development of Gargiulo Genetically Altered  
Produce. Gargiulo L.P. entered into a Development/License Agreement with        
Monsanto dated as of December 23, 1992, for the purpose of developing           
transgenic tomatoes with a longer shelf life for commercial application. The    
research and development to date relating to transgenic tomatoes has not        
yielded a tomato with a longer shelf life which can be produced on a            
commercially feasible basis. Accordingly, Gargiulo L.P. believes that its       
future earnings will be dependent on the success of its commodity tomato        
business and its branded tomato program. There can be no assurance that         
Gargiulo L.P. will develop any genetically altered fruit or vegetable products  
for commercial applications at any time in the future.                          

Repack Operations. Gargiulo L.P. operates a tomato repack operation in      
Palmetto, Florida. The tomato repack business is highly competitive and         
requires different operational skills than those needed to be a successful      
grower and shipper. Many of Gargiulo L.P.'s competitors in the repack business  
are more experienced and have long standing relationships with customers.       
Gargiulo L.P.'s inability to operate the repack operation profitably            
contributed to the loss Gargiulo L.P. experienced during Fiscal 1995. Gargiulo  
L.P. intends to relocate its repack operation to Immokalee, Florida into a      
facility it will lease from Calgene. Gargiulo L.P. will close and put up for    
sale its Palmetto, Florida facility where its repack operation is currently     
located. There can be no assurance that Gargiulo L.P. will be able to operate   
a repack operation profitably in the future.                                    

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MARKET PRICE INFORMATION AND DIVIDEND POLICY  

Calgene Common Stock is quoted on the Nasdaq National Market under the      
symbol "CGNE." There is no public market for any class or series of Newco       
capital stock or the equity securities of TIA, Gargiulo L.P. or Collier Farms.  

The table below sets forth, for the fiscal quarters indicated, the reported 
high and low sales prices of the Calgene Common Stock on the Nasdaq National    
Market, in each case based on published financial sources.                      

                                                                [Download Table]

                                                          CALGENE COMMON STOCK 
                                                          ---------------------
                                                             HIGH       LOW    
                                                          ---------- ----------
                                                                               
FISCAL 1994                                                                    
  Quarter Ended September 30, 1993.......................    $14.50     $11.00 
  Quarter Ended December 31, 1993........................     17.625     12.75 
  Quarter Ended March 31, 1994...........................     14.50      10.25 
  Quarter Ended June 30, 1994............................     15.375     10.00 
FISCAL 1995                                                                    
  Quarter Ended September 30, 1994.......................     12.375      8.625
  Quarter Ended December 31, 1994........................      9.875      6.375
  Quarter Ended March 31, 1995...........................      8.875      5.75 
  Quarter Ended June 30, 1995............................      9.625      5.375
FISCAL 1996                                                                    
  Quarter Ended September 30, 1995.......................      8.125      6.25 
  Quarter Ended December 31, 1995........................       7.25      4.25 
  Quarter Ending March 31, 1996 (through January 30,                           
   1996).................................................       6.50      4.50 

The last reported sales price of Calgene Common Stock on the Nasdaq National
Market on June 26, 1995, the day before Calgene issued a press release with     
respect to the Reorganization, was $7.50 per share. The last reported sales     
price of Calgene Common Stock on the Nasdaq National Market on January 30,      
1996, was $5.625 per share. On the Record Date there were approximately 3,394   
holders of record of Calgene Common Stock. Calgene believes that the number of  
beneficial owners of Calgene Common Stock is in excess of 37,000.               

ALL STOCKHOLDERS OF CALGENE ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION  
FOR THE CALGENE COMMON STOCK.                                                   

Newco and Calgene have never declared or paid cash dividends and Newco does 
not intend to pay cash dividends in the foreseeable future. Future cash         
dividends, if any, will be determined by the Newco Board and will be based      
upon Newco's future earnings, capital requirements, financial condition and     
other factors deemed relevant by the Newco Board. In addition, the ability of   
Newco to pay dividends would be restricted by the terms of certain              
indebtedness of Calgene and Gargiulo L.P. which Newco intends to assume as of   
the Effective Time, as well as the terms of the Newco Credit Facility           
Agreement and the Gargiulo Credit Facility Agreement. See "The Reorganization   
Agreement and Related Agreements--Newco Credit Facility Agreement" and "--      
Gargiulo Credit Facility Agreement."                                            

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THE SPECIAL MEETING 

GENERAL                                                                         

This Proxy Statement/Prospectus is being furnished to holders of Calgene    
Common Stock in connection with the solicitation of proxies by the Calgene      
Board for use at the Special Meeting and at any adjournment or postponement     
thereof. Each copy of this Proxy Statement/Prospectus mailed to holders of      
Calgene Common Stock is accompanied by a form of proxy for use at the Special   
Meeting. This Proxy Statement/Prospectus and the accompanying form of proxy     
(the "Calgene Proxy") are first being mailed on or about February 9, 1996.      

CALGENE STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE CALGENE   
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.            

DATE, TIME AND PLACE                                                            

The Special Meeting is scheduled to be held on Monday, March 25, 1996, at   
the Varsity Theatre, 616 2nd Street, Davis, California, commencing at 9:00      
a.m., local time.                                                               

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING                                 

The purpose of the Special Meeting is to approve the Reorganization         
Agreement, and the related Plan of Merger, under which Calgene and TIA will     
each become a wholly-owned subsidiary of Newco, pursuant to: (i) a merger of a  
wholly-owned subsidiary of Newco with and into Calgene and the conversion of    
each outstanding share of Calgene Common Stock upon the Effective Time into     
the right to receive one share of Newco Common Stock, followed immediately by   
(ii) the exchange by Monsanto of all the outstanding shares of capital stock    
of TIA, $30 million in cash (less amounts previously advanced to Calgene under  
an existing subordinated promissory note, under which $18 million was           
outstanding at December 31, 1995), and certain technology licenses, for that    
number of shares of Common Stock representing 49.9% of the outstanding shares   
of Newco Common Stock upon the Effective Time. Upon the Effective Time, Newco   
will be renamed "Calgene, Inc." A vote in favor of the Merger Proposal shall    
be deemed to be ratification of (i) the assumption by Newco of Calgene's 1991   
Stock Option Plan, (ii) the assumption by Newco of Calgene's 1990 Employee      
Stock Purchase Plan, (iii) the adoption of the Newco 1996 Stock Option Plan     
and (iv) the election of the eight directors of Newco specified in this Proxy   
Statement/Prospectus. See "Approval of the Merger--Interests of Certain         
Persons in the Reorganization" and "Newco, Inc.--Directors and Executive        
Officers."                                                                      

Calgene Board Recommendation                                                  

The Calgene Board has unanimously approved the Reorganization Agreement and 
the Merger Proposal and recommends a vote FOR approval of the Merger Proposal.  

VOTING AT THE SPECIAL MEETING; RECORD DATE                                      

The Calgene Board has fixed January 25, 1996, as the record date for the    
determination of Calgene stockholders entitled to notice of and to vote at the  
Special Meeting. Accordingly, only holders of record of Calgene Common Stock    
on the Record Date will be entitled to notice of and to vote at the Special     
Meeting. As of the Record Date there were 30,264,257 shares of Calgene Common   
Stock outstanding. Each holder of record of shares of Calgene Common Stock on   
the Record Date is entitled to cast one vote per share, exercisable in person   
or by properly executed proxy, at the Special Meeting. The presence, in person  
or by properly executed proxy, of the holders of a majority of the outstanding  
shares of Calgene Common Stock entitled to vote at the Special Meeting is       
necessary to constitute a quorum at the Special Meeting.                        

The approval of the Merger Proposal will require the affirmative vote of the
holders of a majority of the outstanding shares of Calgene Common Stock on the  
Record Date.                                                                    

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As of September 30, 1995, directors and executive officers of Calgene and   
their affiliates may be deemed to beneficially own approximately 1.9% of the    
outstanding shares of Calgene Common Stock. Each director and executive         
officer of Calgene has advised Calgene that he intends to vote or direct the    
vote of all shares of Calgene Common Stock over which he has voting control     
FOR approval of the Merger Proposal.                                            

PROXIES                                                                         

This Proxy Statement/Prospectus is being furnished to the holders of Calgene
Common Stock in connection with the solicitation of proxies on behalf of the    
Calgene Board for use at the Special Meeting.                                   

All shares of Calgene Common Stock which are entitled to vote and are       
represented at the Special Meeting by properly executed proxies received prior  
to or at the Special Meeting, and not revoked, will be voted at such meeting    
in accordance with the instructions indicated on such proxies. If no            
instructions are indicated, such proxies will be voted:                         

FOR approval of the Merger Proposal.  

If any other matters are properly presented at the Special Meeting for      
consideration, the persons named in the enclosed form of proxy and acting       
thereunder will have discretion to vote on such matters in accordance with      
their best judgment.                                                            

Any proxy given pursuant to this solicitation may be revoked by the person  
giving it at any time before it is voted. Proxies may be revoked by (i) filing  
with the Secretary of Calgene, at or before the taking of the vote at the       
Special Meeting, a written notice of revocation bearing a later date than the   
proxy, (ii) duly executing a later-dated proxy relating to the same shares and  
delivering it to the Secretary of Calgene, before the taking of the vote at     
the Special Meeting, or (iii) attending the Special Meeting and voting in       
person (although attendance at the Special Meeting will not in and of itself    
constitute a revocation of a proxy). Any written notice of revocation or        
subsequent proxy should be sent so as to be delivered to Calgene, Inc., 1920    
Fifth Street, Davis, California 95616, Attention: Secretary, prior to the       
commencement of the Special Meeting.                                            

All expenses of Calgene's solicitation of proxies, including the cost of    
preparing and mailing this Proxy Statement/Prospectus, will be borne by         
Calgene. In addition to solicitation by use of the mails, proxies may be        
solicited by directors, officers and employees of Calgene in person or by       
telephone, telegram or other means of communication. Such directors, officers   
and employees soliciting proxies will not be additionally compensated, but may  
be reimbursed for reasonable out-of-pocket expenses in connection with such     
solicitation. Calgene intends to retain a proxy solicitation firm for           
assistance in connection with the Special Meeting at an estimated expense of    
approximately $5,000, plus reasonable out-of-pocket expenses. Arrangements      
will also be made with custodians, nominees and fiduciaries for forwarding of   
proxy solicitation materials to beneficial owners of shares held of record by   
such custodians, nominees and fiduciaries, and Calgene will reimburse such      
persons for reasonable expenses incurred in connection therewith.               

CALGENE STOCKHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THEIR      
PROXIES.                                                                        

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APPROVAL OF THE MERGER  

BACKGROUND OF THE REORGANIZATION                                                

Calgene has from time to time had discussions with other companies in an    
effort to gain access to new markets for its biotechnology products and to      
license new technologies. In the course of such discussions, Calgene has        
considered possible alliances, combinations and other transactions with         
various companies, including companies both smaller and larger than Calgene.    

In October 1994, Roger H. Salquist, Calgene's Chief Executive Officer,      
contacted Hendrik A. Verfaillie, an Executive Vice President of Monsanto, and   
inquired as to Monsanto's interest in exploring a strategic alliance with       
Calgene. At a subsequent meeting, Messrs. Salquist and Verfaillie, and their    
respective financial advisors, discussed the possibility of a strategic         
alliance pursuant to which, among other things, Monsanto would acquire more     
than a majority interest in a new joint venture that would be formed to own     
and operate the businesses of Calgene and Gargiulo L.P., as well as certain     
other Monsanto operations. From October 1994 through January 1995, there were   
continued discussions between representatives of Calgene and Monsanto with      
respect to the structure and terms of such an alliance. In addition,            
representatives of Monsanto conducted diligence with respect to the operations  
of Calgene, and representatives of Calgene conducted diligence with respect to  
the operations of Gargiulo L.P. Monsanto and Calgene were ultimately unable to  
reach agreement as to the terms and structure of the proposed strategic         
alliance, and in early February 1995 the parties determined to terminate all    
discussions with respect to a possible strategic alliance.                      

In May 1995, Messrs. Salquist and Verfaillie had discussions concerning a   
possible strategic alliance pursuant to which Monsanto would contribute         
certain cash, technology and the equity interests in Gargiulo L.P. to Calgene   
in exchange for an ownership interest in Calgene. The parties determined that   
Monsanto would acquire an approximately 49% interest in Calgene after           
negotiations that involved consideration of the specific businesses and         
technologies and the amount of cash that would be contributed by Monsanto. In   
view of the parties' previous inability in late 1994 to agree on the value of   
certain non-tomato operations that Monsanto had proposed to contribute to the   
alliance, it was agreed that such non-tomato operations would not be part of    
the transaction.                                                                

At a special meeting of the Calgene Board on May 22, 1995, Mr. Salquist     
reviewed the status of discussions regarding the potential strategic alliance   
with Monsanto. The Calgene Board authorized Mr. Salquist to proceed with        
negotiations concerning such a possible strategic alliance.                     

Representatives of Calgene and Monsanto then began discussions concerning   
the terms and structure of the proposed alliance. In June 1995, there were      
several meetings between various members of management of Calgene, Monsanto     
and Gargiulo L.P. to discuss various management and integration issues.         

On June 26, 1995, at a meeting of the Calgene Board, the directors of       
Calgene reviewed the status of discussions and the principal terms of the       
proposed transaction. The Calgene Board authorized Calgene to enter into a      
letter of intent with respect to the proposed transaction.                      

On June 27, 1995, Calgene and Monsanto entered into a letter of intent, and 
a press release was issued with respect to such letter of intent.               

From July 27 through October 4, 1995, Calgene and Monsanto, and their       
respective legal counsel, negotiated the terms of the Reorganization Agreement  
and related agreements. Calgene continued its diligence review of Gargiulo      
L.P., and Monsanto continued its diligence review of Calgene.                   

On October 5, 1995, a meeting of the Calgene Board was held to consider the 
Reorganization Agreement. Representatives of Montgomery attended and presented  
their oral opinion which was subsequently confirmed in writing as of such       
date, as to the fairness of the consideration to be received by Newco in        
exchange for 49.9% of the Newco Common Stock, from a financial point of view    
as of such date. The Calgene Board, acting on the recommendation of Calgene's   
management and in view of the fairness opinion of Montgomery, approved the      
Reorganization Agreement and the transactions contemplated thereby.             

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On October 13, 1995, Calgene and Monsanto executed the Reorganization       
Agreement. Prior to Closing, Newco, Sub, Calgene and Monsanto will execute a    
joinder agreement, the primary purpose and effect of which will be to bind      
Newco and Sub, which were not incorporated at the time the Reorganization       
Agreement was executed, to the Reorganization Agreement. See "The               
Reorganization Agreement and Related Agreements --Joinder Agreement."           

CALGENE'S REASONS FOR THE REORGANIZATION; RECOMMENDATION OF THE CALGENE BOARD   
OF DIRECTORS                                                                    

The Calgene Board recommends that the holders of Calgene Common Stock       
approve the Merger Proposal and the Reorganization Agreement and vote FOR the   
approval of the Merger Proposal for the reasons set forth below.                

Gargiulo L.P. provides Newco with a diversified base for the production and 
marketing of large volumes of high-quality fresh market tomatoes. Calgene has   
incurred considerable losses due primarily to the difficulty in scaling up      
production of its MacGregor brand tomato. It is expected that Gargiulo L.P.'s   
production and marketing infrastructure will enable Newco to significantly      
reduce its unit costs and expand sales volumes of high-quality, premium-priced  
branded tomatoes. Gargiulo L.P. also provides Newco with a platform upon which  
to build a diversified branded produce business, including strawberries and     
other fresh produce.                                                            

Gargiulo L.P. also provides Newco with superior tomato germplasm into which 
the FLAVR SAVR gene and other genetically engineered traits can be              
incorporated. BHN, Gargiulo L.P.'s tomato breeding subsidiary, has developed    
proprietary, high-yielding, flavorful tomato hybrid varieties that can be       
engineered with the FLAVR SAVR gene, if Newco determines that such gene can     
enhance the value of its branded tomatoes.                                      

Calgene believes that the technology licenses to be contributed by Monsanto 
may enable Newco to develop a portfolio of genetically engineered products.     
Monsanto and Calgene have developed complementary technologies in the areas of  
ripening control, virus and insect resistance, fungal disease resistance and    
carbohydrate metabolism that may be applied to Gargiulo L.P.'s core tomato and  
strawberry product lines in order that Newco may evaluate the market potential  
and commercial feasibility of such products. In addition, Monsanto's plant      
oils-related technology is expected to improve the stability and decrease the   
unit cost of several of Calgene's genetically modified oil products. Calgene    
recognizes, however, that any commercially valuable exploitation of such        
technology will only be realized over the long term and there can be no         
assurance that any commercially valuable exploitation will ever be realized.    

The significant operating losses incurred by Calgene in developing and      
producing its genetically-engineered tomatoes have created the need for         
significant amounts of capital, and there can be no assurance that Calgene      
would have been able, absent the transaction with Monsanto, to obtain the       
financing needed to fund its operations through the end of calendar 1995. As    
part of the Reorganization, Monsanto has provided, and will provide, Calgene    
with substantial financial resources. Monsanto will contribute $30 million to   
Newco upon the Effective Date ($18 million of which will have been previously   
provided to Calgene in the form of a convertible note), a $40 million           
subordinated revolving credit facility which will primarily be used to fund     
the branded tomato strategy, and a three-year $15 million subordinated          
revolving credit facility that can be used for general corporate purposes,      
although not more than $15 million may be outstanding thereunder at any time.   

BENEFITS AND DETRIMENTS OF THE REORGANIZATION TO CALGENE                        

Possible benefits and detriments of the Reorganization to Newco and Calgene 
and to the stockholders of Newco (other than Monsanto) include the following:   

BENEFITS                                                                    

.  Gargiulo L.P. provides Newco and Calgene with a diversified base and a   
 strong infrastructure for the production and marketing of large volumes
of high-quality fresh market tomatoes.                                

.  Gargiulo L.P. provides Newco with superior tomato germplasm.             

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.  The technology to be licensed by Monsanto may enable Newco to develop a  
   portfolio of new genetically engineered products and to improve Calgene's
genetically modified oil products.                                    

.  The cash to be invested and loaned by Monsanto is expected to enable     
Calgene to continue to fund its operations through the end of 1996.   
  Absent the initial advance of $18 million by Monsanto and its commitment
for additional funds, it is uncertain whether Calgene would have been 
able to fund its operations through the end of 1995 or to obtain the  
  waivers that it has obtained from its bank for certain covenant defaults
under its bank credit agreement. See "Risk Factors--Risks Relating to 
Newco--Possible Need for Additional Financing."                       

DETRIMENTS                                                                  

.  There can be no assurance that the expected benefits of the combination  
of the Calgene and Gargiulo L.P. tomato businesses will be realized or
that the tomato operations of Gargiulo L.P., which are significantly  
  larger than those of Calgene, will not expose Newco to greater financial
risks if such operations encounter difficulties.                      

.  Monsanto will be able to exert significant influence over Newco and      
   Calgene by virtue of its rights, among other things, to designate certain
   members of the Newco Board. See "The Reorganization Agreement and Related
Agreement--The Stockholders Agreement."                               

.  The separate Boards of Directors and management of TIA and Newco could   
 present possible conflicts of interest and managerial difficulties. See
 "Risk Factors--Risks Relating to Newco--Separate Board of Directors and
Management of TIA."                                                   

OPINION OF CALGENE'S FINANCIAL ADVISOR                                          

Pursuant to an engagement letter dated January 18, 1995 (the "Engagement    
Letter"), Calgene retained Montgomery as its financial advisor in connection    
with the consideration by the Calgene Board of a possible transaction with      
Monsanto or an affiliated entity. Montgomery is a nationally recognized firm    
and, as part of its investment banking activities, is regularly engaged in the  
valuation of businesses and their securities in connection with merger          
transactions and other types of acquisitions, negotiated underwritings,         
secondary distributions of listed and unlisted securities, private placements   
and valuations for corporate and other purposes. Calgene selected Montgomery    
as its financial adviser on the basis of its experience and expertise in        
transactions similar to the Reorganization and its reputation in the            
biotechnology and investment communities.                                       

At the October 5, 1995, meeting of the Calgene Board, Montgomery delivered  
its oral opinion, subsequently confirmed in writing as of such date, that the   
consideration to be received by Newco in exchange for 49.9% of the Newco        
Common Stock pursuant to the Reorganization Agreement, consisting of all of     
the capital stock of TIA, plus certain intellectual property and research and   
development assets (the "R&D Assets") and a combination of cash and             
forgiveness of debt in the aggregate amount of $30 million (the "Cash"), was    
fair to Calgene, from a financial point of view, as of such date. No            
limitations were imposed by Calgene on Montgomery with respect to the           
investigations made or procedures followed in rendering its opinion.            

THE FULL TEXT OF MONTGOMERY'S WRITTEN OPINION TO THE CALGENE BOARD IS       
ATTACHED HERETO AS ANNEX C AND IS INCORPORATED HEREIN BY REFERENCE, AND SHOULD  
BE READ CAREFULLY AND IN ITS ENTIRETY IN CONNECTION WITH THIS PROXY             
STATEMENT/PROSPECTUS. THE FOLLOWING SUMMARY OF THE MONTGOMERY OPINION IS        
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE MONTGOMERY       
OPINION. THE MONTGOMERY OPINION IS ADDRESSED TO THE CALGENE BOARD ONLY AND      
DOES NOT CONSTITUTE A RECOMMENDATION TO ANY CALGENE STOCKHOLDER AS TO HOW SUCH  
STOCKHOLDER SHOULD VOTE AT THE SPECIAL MEETING. IN FURNISHING ITS OPINION,      
MONTGOMERY DID NOT ADMIT THAT IT IS AN EXPERT WITHIN THE MEANING OF THE TERM    
"EXPERT" AS USED IN THE SECURITIES ACT AND THE RULES AND REGULATIONS            
PROMULGATED THEREUNDER, OR THAT ITS OPINION CONSTITUTES A REPORT OR VALUATION   
WITHIN THE MEANING OF SECTION 11 OF THE SECURITIES ACT AND THE RULES AND        
REGULATIONS PROMULGATED THEREUNDER, AND STATEMENTS TO SUCH EFFECT ARE INCLUDED  
IN THE TEXT OF THE MONTGOMERY OPINION.                                          

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In connection with its opinion, Montgomery, among other things: (i) reviewed
certain publicly available financial and other data with respect to Calgene,    
including Calgene's consolidated financial statements for recent years and      
interim periods to June 30, 1995 and certain other relevant financial and       
operating data relating to Calgene and Gargiulo L.P. made available to          
Montgomery from published sources and from the internal records of Calgene,     
Gargiulo L.P. and Monsanto, including Gargiulo L.P.'s consolidated financial    
statements for recent years and interim periods to June 30, 1995; (ii)          
reviewed the September 29, 1995 draft of the Reorganization Agreement provided  
to Montgomery by Calgene; (iii) reviewed certain historical market prices and   
trading volumes of Calgene Common Stock on the Nasdaq National Market; (iv)     
analyzed the financial impact that the transactions contemplated by the         
Reorganization Agreement are expected to have on the projected results of       
Calgene; (v) reviewed and discussed with representatives of the management of   
Calgene, Gargiulo L.P. and Monsanto certain information of a business and       
financial nature regarding Calgene and Gargiulo L.P., furnished to Montgomery   
by them, including financial forecasts and related assumptions of Calgene and   
Gargiulo L.P.; (vi) made inquiries regarding and discussed the Reorganization   
Agreement and other matters related thereto with Calgene's legal counsel; and   
(vii) performed such other analyses and examinations as Montgomery deemed       
appropriate.                                                                    

In connection with its review, Montgomery relied upon the accuracy and      
completeness of the foregoing information and did not assume any                
responsibility independently to verify such information. With respect to the    
financial projections for Calgene and Gargiulo L.P. provided to Montgomery by   
the management of Calgene and Monsanto, respectively, Montgomery assumed for    
purposes of its opinion that they were reasonably prepared on bases reflecting  
the best available estimates and judgments of their respective managements at   
the time of preparation as to the future financial performance of Calgene and   
Gargiulo L.P. and that they provided a reasonable basis upon which Montgomery   
could form its opinion. Neither Calgene nor Monsanto publicly discloses         
internal management projections of the type provided to Montgomery in           
connection with Montgomery's review of the transactions contemplated by the     
Reorganization Agreement. Such projections were not prepared with a view        
toward public disclosure. In addition, such projections were based upon         
numerous variables and assumptions that are inherently uncertain, including,    
without limitation, factors related to general economic and competitive         
conditions. Accordingly, actual results could vary significantly from those     
set forth in such projections. Montgomery has assumed no liability for such     
projections. Montgomery also assumed that there were no material changes in     
Calgene's, Gargiulo L.P.'s or TIA's assets, financial condition, results of     
operations, business or prospects since the respective dates of the last        
financial statements made available to Montgomery, except for Gargiulo L.P.'s   
proposed acquisition of Collier Farms. Montgomery relied on advice of counsel   
and independent accountants to Calgene as to all legal and financial reporting  
matters with respect to Calgene and the Reorganization Agreement. Montgomery    
assumed that the parties will consummate the transactions contemplated by the   
Reorganization Agreement in a manner that complies in all respects with the     
applicable provisions of the Securities Act and the Exchange Act and all other  
applicable federal and state statutes, rules and regulations. Montgomery        
further assumed, with Calgene's consent, that the transactions contemplated by  
the Reorganization Agreement will be consummated in accordance with the terms   
described in the Reorganization Agreement, without any amendments thereto, and  
without waiver by Calgene or Monsanto of any of the conditions to their         
respective obligations thereunder. In addition, Montgomery did not assume       
responsibility for making an independent evaluation, appraisal or physical      
inspection of the assets or liabilities (contingent or otherwise) of Calgene,   
Gargiulo L.P. or TIA, nor was Montgomery furnished with any such appraisals.    
Further, the Montgomery Opinion was based on economic, monetary and market      
conditions existing as of October 5, 1995.                                      

Montgomery provided financial advice to the management of Calgene in        
connection with the structuring and negotiation of the Reorganization but made  
no recommendation as to the form or amount of the consideration to be paid by   
Monsanto in the Reorganization.                                                 

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Set forth below is a brief summary of the report presented by Montgomery to 
the Calgene Board on October 5, 1995, in connection with its opinion.           

Discounted Cash Flow Analysis--Operations. Montgomery performed a discounted
cash flow analysis of the projected cash flow of Calgene on a stand-alone       
basis and pro forma to reflect the acquisition of Gargiulo L.P. and receipt of  
the cash from Monsanto, but not the acquisition of the R&D Assets (analyzed     
separately below), through calendar year 2000. Key assumptions in the           
discounted cash flow analysis included discount rates of 20% to 25% for         
Calgene as a stand-alone entity and 17.5% to 22.5% for the pro forma entity,    
terminal multiples of projected earnings before interest and taxes ("EBIT") of  
9.0x to 12.0x, and, in the stand-alone-analysis, the sale by Calgene of         
4,000,000 shares of Calgene Common Stock to raise $20,000,000 to fund expected  
operating losses. Utilizing these projections and assumptions, Montgomery       
determined that the implied Calgene pro forma valuation was accretive to the    
Calgene stand-alone valuation by a range of $1.36 to $2.42 per share. The       
above analysis assumed the acquisition of Collier Farms by Gargiulo L.P.        
Montgomery also performed a discounted cash flow analysis of the projected      
incremental cash flow derived from the acquisition of Collier Farms. Key        
assumptions in the analysis included discount rates of 15% to 20% and terminal  
multiples of EBIT of 6.0x to 9.0x. Utilizing these projections and              
assumptions, Montgomery determined that the incremental Collier Farms value     
ranged from a low of $0.16 per share on a pro forma basis (based upon a         
terminal multiple of 2000 EBIT of 6.0x and a discount rate of 20%) to a high    
of $0.37 per share on a pro forma basis (based upon a terminal multiple of      
2000 EBIT of 9.0x and a discount rate of 15%).                                  

Discounted Cash Flow Analysis--R&D Assets. Montgomery also performed a      
discounted cash flow analysis of the projected cash flow of the R&D Assets      
through calendar year 2006, applying discount rates for various R&D Asset       
categories ranging from 20% to 50%. Utilizing these projections and             
assumptions, Montgomery determined that the implied valuation for the R&D       
Assets was $28.8 million, or $0.48 per share on a pro forma basis.              

Dilution Analysis. Using estimates prepared by Calgene and Gargiulo L.P.    
management, Montgomery compared the estimated fiscal year 1996, 1997 and 1998   
earnings (loss) per share of Calgene Common Stock on a stand-alone basis to     
the estimated fiscal year 1996, 1997 and 1998 earnings (loss) per share of the  
common stock of the pro forma combined companies, including for this purpose    
Gargiulo L.P. and the receipt of the Cash from Monsanto but not the R&D         
Assets. Based on such analysis, the proposed transaction would be accretive to  
Calgene's estimated loss per share by $0.11 per share in 1996, and accretive    
to Calgene's estimated earnings per share by $0.10 per share in 1997 and $0.11  
per share in 1998. Montgomery performed the same analysis assuming no           
acquisition of Collier Farms, which resulted in accretion to estimated          
loss/earnings per share of $0.06, $0.05 and $0.05, respectively.                

Contribution Analysis. Montgomery analyzed the contribution of each of      
Calgene and Gargiulo L.P. to the projected revenues and EBIT of the pro forma   
combined companies for fiscal years 1996, 1997 and 1998. This analysis showed,  
among other things, that based on pro forma combined income statements for the  
combined companies, Calgene would have contributed 32.9%, 37.6% and 43.2% of    
the total revenues and (not material), 16.0% and 39.7% of the EBIT,             
respectively, of the combined companies in the periods described above.         
Pursuant to the terms of the Reorganization Agreement, at the closing, Calgene  
stockholders will own 50.1% of Newco. Montgomery also performed the above       
analysis assuming no acquisition of Collier Farms. In that scenario, Calgene    
would have contributed 37.0%, 41.1% and 46.3% of the total revenues and (not    
material), 23.2% and 47.9% of the EBIT, respectively, of the combined           
companies in the periods described above.                                       

Calgene Financial Issues. Montgomery discussed the significant losses       
incurred by Calgene in recent periods as a result of difficulties in tomato     
production, Calgene's weak cash position in relation to its ongoing losses,     
Calgene's depressed stock price and the difficulties faced by Calgene in        
accessing the financial markets on acceptable terms.                            

The summary set forth above does not purport to be a complete description of
the presentation by Montgomery to the Calgene Board or the analyses performed   
by Montgomery. The preparation of a fairness opinion is not necessarily         
susceptible to partial analysis or summary description. Montgomery believes     
that its                                                                        

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analyses and the summary set forth above must be considered as a whole and      
that selecting portions of its analyses and of the factors considered, without  
considering all analyses and factors, would create an incomplete view of the    
process underlying the analyses set forth in its presentation to the Calgene    
Board. In addition, Montgomery may have given various analyses more or less     
weight than other analyses, and may have deemed various assumptions more or     
less probable than other assumptions, so that the ranges of valuations          
resulting from any particular analysis described above should not be taken to   
be Montgomery's view of the actual value of Calgene or the combined companies.  
The fact that any specific analysis has been referred to in the summary above   
is not meant to indicate that such analysis was given greater weight than any   
other analysis.                                                                 

In performing its analyses, Montgomery made numerous assumptions with       
respect to industry performance, general business and economic conditions and   
other matters, many of which are beyond the control of Calgene, Gargiulo L.P.   
or Monsanto. The analyses performed by Montgomery are not necessarily           
indicative of actual values or actual future results, which may be              
significantly more or less favorable than suggested by such analyses. Such      
analyses were prepared solely as part of Montgomery's analysis of the fairness  
of the transactions contemplated by the Reorganization Agreement to Calgene     
and were provided to the Calgene Board in connection with the delivery of the   
Montgomery Opinion. The analyses do not purport to be appraisals or to reflect  
the prices at which a company might actually be sold or the prices at which     
any securities may trade at the present time or at any time in the future.      
Montgomery used in its analyses various projections of future performance       
prepared by the managements of Calgene and Gargiulo L.P. The projections are    
based on numerous variables and assumptions which are inherently unpredictable  
and must be considered not certain of occurrence as projected. Accordingly,     
actual results could vary significantly from those set forth in such            
projections.                                                                    

As described above, the Montgomery Opinion and the presentation to the      
Calgene Board were among the many factors taken into consideration by the       
Calgene Board in making its determination to approve the transactions           
contemplated by the Reorganization Agreement.                                   

Pursuant to the Engagement Letter, Calgene engaged Montgomery to act as its 
financial advisor in connection with a possible transaction with Monsanto or    
an affiliated entity. Calgene has agreed to pay Montgomery a fee equal to       
0.85% of the total consideration contributed by Monsanto pursuant to the        
Reorganization Agreement. Pursuant to the Engagement Letter, Calgene has        
previously paid Montgomery $100,000, and will be obligated to pay Montgomery    
the remainder of its fee upon the closing of the transactions contemplated by   
the Reorganization Agreement. Montgomery also received $250,000 from Calgene    
in February 1995 for investment banking services rendered in connection with a  
potential transaction with Monsanto. Calgene has also agreed to reimburse       
Montgomery for its reasonable out-of-pocket expenses. Pursuant to a separate    
letter agreement, Calgene has agreed to indemnify Montgomery, its affiliates,   
and their respective partners, directors, officers, agents, consultants,        
employees and controlling persons against certain liabilities, including        
liabilities under the federal securities laws.                                  

In the ordinary course of its business, Montgomery actively trades equity   
securities of Calgene and Monsanto for its own account and for the accounts of  
customers and, accordingly, may at any time hold a long or short position in    
such securities. Montgomery has also performed certain investment banking       
services for Calgene, including acting as co-manager of an underwritten public  
offering of Calgene Common Stock in January 1993 and lead manager of an         
underwritten public offering of Calgene Common Stock in October 1994. Certain   
partners of Montgomery also own shares of Calgene's and Monsanto's common       
stock.                                                                          

MONSANTO'S REASONS FOR THE REORGANIZATION                                       

Monsanto's principal reasons for entering into the Reorganization are set   
forth below:                                                                    

Monsanto believes that Calgene has established a leadership position in the 
genetic engineering of plant oils for the food and chemical industries and      
that plant oils represent a significant commercial opportunity. Monsanto        
anticipates that its indirect investment in Calgene, through ownership of       
Newco Common Stock, will enable Monsanto to participate in that opportunity.    
Monsanto recognizes, however, that any commercial opportunity will only be      
realized over the long term and there can be no assurance that such             
opportunities will ever be realized.                                            

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Monsanto believes that combining the produce-related biotechnology and      
business assets of Gargiulo L.P. and Calgene will result in an enterprise that  
is better positioned to develop, produce and market a family of high-value      
produce products on a nationwide basis. There can be no assurance, however,     
that the combination will produce the result Monsanto anticipates.              

Finally, Monsanto believes that Calgene is a leader in the development of   
novel plant genetic engineering technologies, and that an indirect investment   
in Calgene will provide a vehicle for Monsanto to gain access to such           
technologies. Monsanto recognizes, however, that any commercially valuable      
exploitation of such technology will only be realized over the long term and    
there can be no assurance that any commercially valuable exploitation will      
ever be realized.                                                               

INTERESTS OF CERTAIN PERSONS IN THE REORGANIZATION                              

As of September 30, 1995, directors and executive officers of Calgene and   
their affiliates may be deemed to beneficially own approximately 1.9% of the    
outstanding shares of Calgene Common Stock. Each director and executive         
officer of Calgene has advised Calgene that he intends to vote or direct the    
vote of all shares of Calgene Common Stock over which he has voting control     
FOR approval of the Merger Proposal. See "Calgene, Inc.--Executive              
Compensation" and "Related Party Transactions" for a description of the terms   
of employment agreements between Calgene and TIA and certain of their           
respective executive officers.                                                  

ACCOUNTING TREATMENT                                                            

The Merger will be accounted for under the purchase method of accounting in 
accordance with generally accepted accounting principles, whereby the purchase  
price will be allocated based on the fair value of the assets acquired and      
liabilities assumed. Such allocations will be made based upon valuations that   
have not been finalized. It is anticipated that a significant portion of the    
purchase price will be allocated to in-process research and technology which    
will result in a one-time charge to Newco's statement of operations of          
approximately $59.2 million in the fiscal quarter in which the Reorganization   
closes. The amount of the estimated one-time charge is based on a preliminary   
valuation and the actual amount could vary significantly upon completion of     
the final valuation.                                                            

In addition, Newco plans to consolidate CalFresh with Gargiulo L.P. and, if 
the Collier Transaction is consummated, to integrate the tomato operations of   
Collier Farms. In connection with such consolidation activities, Newco expects  
to close certain duplicative facilities and to incur restructuring charges,     
including the write-off of redundant intangibles, of approximately $8.5         
million which will be recorded in the fiscal quarter in which the               
Reorganization closes.                                                          

A significant effect of the purchase accounting will be to record a         
significant amount of goodwill and other intangible assets, which will result   
in substantial amortization charges to the consolidated income of Newco over    
the useful lives of such assets. The amount of such charges are estimated at    
approximately $6.5 million per year for a period of 12 years; however, actual   
charges could vary significantly in the event the underlying assets are         
impaired or the related useful lives are less than currently estimated. See     
"Unaudited Selected Pro Forma Combined Financial Data."                         

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

The following is a summary of the material federal income tax consequences  
to stockholders of Calgene upon the exchange of their Calgene Common Stock for  
shares of Newco Common Stock pursuant to the Merger. This discussion reflects   
the opinion of counsel attached as Exhibit 8.1 to the Registration Statement    
of which this Proxy Statement/Prospectus is a part (the "Exhibit Opinion").     
The Exhibit Opinion includes an opinion that the exchange of Calgene Common     
Stock in the Merger for Newco Common Stock will qualify under Section 351 of    
the Code as a tax-free exchange. The Exhibit Opinion, which is based upon       
certain assumptions and subject to certain limitations and qualifications as    
noted therein, was delivered by Hale and Dorr. This summary does not address    
specific tax consequences that may be relevant to persons in special            
circumstances (including, for example, persons who are employed by Calgene,     
certain financial institutions, broker-dealers, insurance companies and tax-    
exempt institutions). In addition, this summary does not address the tax        
consequences of the Merger under the laws of any state, local or foreign        
jurisdictions.                                                                  

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STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE    
FEDERAL INCOME TAX CONSIDERATIONS THAT MAY BE SPECIFIC TO THEM, AS WELL AS      
WITH RESPECT TO ANY STATE, LOCAL OR FOREIGN TAX CONSIDERATIONS THAT RELATE TO   
THE MERGER OR THE HOLDING OF SHARES OF NEWCO.                                   

The following discussion is based on Hale and Dorr's interpretation of the  
Code, applicable United States Treasury Regulations, judicial authority and     
administrative rulings and practice as in effect on the date hereof. The        
Internal Revenue Service (the "IRS") is not precluded from adopting a contrary  
position. In addition, there can be no assurance that future legislative,       
judicial or administrative changes or interpretations will not adversely        
affect the accuracy of the statements and conclusions set forth herein. Any     
such changes or interpretations could be applied retroactively and could        
affect the tax consequences of the Merger to Calgene or its stockholders. In    
addition, if the factual assumptions and representations underlying the         
Exhibit Opinion should prove to be incorrect, the exchange of Calgene Common    
Stock in the Merger may not qualify under Section 351 of the Code.              

Subject to the limitations and qualifications referred to herein, and as a  
result of the exchange of Calgene Common Stock for Newco Common Stock in the    
Merger qualifying under Section 351 of the Code, Hale and Dorr is of the        
opinion that:                                                                   

1. No gain or loss for federal income tax purposes will be recognized by
Calgene, Newco or Sub upon consummation of the Merger.                      

2. A holder of Calgene Common Stock will recognize no gain or loss for  
federal income tax purposes upon the exchange of such stockholder's Calgene 
Common Stock for Newco Common Stock pursuant to the Merger.                 

3. The aggregate tax basis in the shares of Newco Common Stock received 
by a holder of Calgene Common Stock in the Merger will equal such           
stockholder's aggregate adjusted basis in the shares of Calgene Common      
Stock surrendered in the Merger.                                            

4. The holding period for the shares of Newco Common Stock received by a
holder of Calgene Common Stock in the Merger will include the holding       
period for the shares of Calgene Common Stock surrendered by the            
stockholder in the Merger provided that the shares of Calgene Common Stock  
were held as capital assets prior to the Merger.                            

Calgene has not requested a ruling from the IRS in connection with the      
Merger. However, it is a condition of the obligation of Calgene to consummate   
the Merger that it receive a confirming tax opinion from its legal counsel to   
the effect that the exchange of Calgene Common Stock for Newco Common Stock in  
the Merger will qualify under Section 351 of the Code. The Exhibit Opinion is   
not intended to satisfy this closing condition. The closing opinion does not    
bind the IRS and does not preclude the IRS from adopting a contrary position.   
As with the Exhibit Opinion, the closing opinion will be subject to certain     
assumptions and qualifications and will be based on the truth and accuracy of   
certain representations of Calgene and Monsanto, including representations in   
certain certificates of the respective management of Calgene and Monsanto       
dated on or prior to the date of this Proxy Statement/Prospectus.               

FEDERAL SECURITIES LAW CONSEQUENCES                                             

All shares of Newco Common Stock received by the stockholders of Calgene in 
the Merger will be freely transferable, except that shares of Newco Common      
Stock received by persons who are deemed to be "affiliates" (as such term is    
defined under the Securities Act) of Calgene prior to the Merger may be resold  
by them only in transactions permitted by the resale provisions of Rule 145     
promulgated under the Securities Act (or Rule 144 promulgated under the         
Securities Act in the case of such persons who become affiliates of Newco),     
pursuant to an effective Registration Statement under the Securities Act or as  
otherwise permitted under the Securities Act.                                   

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NASDAQ NATIONAL MARKET QUOTATION                                                

The shares of Newco Common Stock to be issued in the Merger have been       
approved for quotation on the Nasdaq National Market under the symbol "CGNE."   

NO APPRAISAL RIGHTS                                                             

Holders of Calgene Common Stock do not have rights of appraisal under the   
Delaware Law in connection with the Merger. See "No Appraisal Rights."          

REGULATORY APPROVALS                                                            

No state or federal regulatory approvals are required relating to the       
Reorganization, the Reorganization Agreement or the transactions contemplated   
thereby other than (i) compliance with the HSR Act as described below, (ii)     
the effectiveness of the Registration Statement of which this Proxy             
Statement/Prospectus is a part, and (iii) compliance with applicable state      
securities laws.                                                                

The Reorganization is subject to the requirements of the HSR Act, and the   
rules and regulations thereunder, which provide that certain transactions may   
not be consummated until certain required information and materials have been   
furnished to the Antitrust Division and the FTC and certain waiting periods     
have expired or been terminated. Monsanto filed its notification pursuant to    
the HSR Act in October 1995. (Calgene was not obligated to submit an HSR        
notification). In November 1995, the Antitrust Division extended the HSR        
waiting period on the proposed transactions by issuance of a request for        
additional information to Monsanto pursuant to the HSR Act. The Antitrust       
Division has also requested information from Calgene pursuant to the Antitrust  
Civil Process Act. Both Monsanto and Calgene have provided significant          
documentary and other information to the Antitrust Division in response to      
these requests and continue to do so. Both companies expect to be in            
substantial compliance with the requests they received in the near future. The  
parties are continuing to work with the Antitrust Division to resolve any       
remaining issues and believe that they will ultimately be able to resolve the   
Antitrust Division's questions, if any, in a manner which will permit the       
Reorganization to proceed.                                                      

The Antitrust Division and the FTC frequently scrutinize the legality under 
the antitrust laws of transactions such as the Reorganization. The termination  
of the HSR Act waiting periods does not preclude the Antitrust Division or the  
FTC from challenging the Reorganization (or any part thereof) on antitrust      
grounds. Accordingly, at any time before or after the Effective Time, either    
the Antitrust Division or the FTC could take such action under the antitrust    
laws as it deems necessary or desirable in the public interest, or certain      
other persons, including the attorney general of one or more states or private  
parties, could take action under the antitrust laws, including seeking to       
enjoin the Reorganization (or any part thereof).                                

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THE REORGANIZATION AGREEMENT AND RELATED AGREEMENTS 

The following is a brief summary of certain provisions of the Reorganization
Agreement, the Joinder Agreement, the Calgene Subordinated Promissory Note,     
the Stockholders Agreement, the Newco Credit Facility Agreement, the Gargiulo   
Credit Facility Agreement, the License Agreements and the Gargiulo              
Reorganization Agreement. Such summary is qualified in its entirety by          
reference to the Reorganization Agreement and the Stockholders Agreement which  
are attached hereto as Annex A and Annex B and incorporated herein by           
reference, and to the other agreements which have been filed as exhibits to     
the Registration Statement of which this Proxy Statement/Prospectus is a part.  

THE REORGANIZATION AGREEMENT                                                    

The Merger                                                                    

The Reorganization Agreement provides that, following the approval of the   
Merger Proposal by the requisite number of stockholders of Calgene, and the     
satisfaction or waiver of the other conditions to the Merger, Sub will be       
merged with and into Calgene, which will be the surviving corporation and a     
wholly-owned subsidiary of Newco.                                               

If all such conditions to the Merger are satisfied or waived, the Merger    
will become effective upon the filing by Newco, Calgene and Sub of a duly       
executed Certificate of Merger with the Secretary of State of the State of      
Delaware or at such time thereafter as is provided in such Certificate of       
Merger.                                                                         

Conversion of Securities                                                      

Upon consummation of the Merger each issued and outstanding share of Calgene
Common Stock (other than shares owned by Calgene as treasury stock, if any,     
which will be cancelled) will be converted into the right to receive one share  
of Newco Common Stock (the "Exchange Ratio"). Based on the number of Shares of  
Calgene Common Stock outstanding on the Record Date, stockholders of Calgene    
will receive an aggregate of approximately 30,264,257 shares of Newco Common    
Stock in the Merger.                                                            

If any person would be entitled to receive a fractional share of Newco      
Common Stock in the Merger, then, in lieu of such fractional share, cash will   
be paid in an amount equal to such fractional part of a share of Newco Common   
Stock multiplied by the market value of Newco Common Stock. The market value    
of one share of Newco Common Stock at the Effective Time shall be the last      
sale price of such Newco Common Stock on the Nasdaq National Market (as         
reported by The Wall Street Journal or other authoritative source) on the last  
business day preceding such time or date if such stock is then being traded,    
including, without limitation, trading on a "when issued" basis, and otherwise  
shall be such price on the first business day that such stock is so traded. No  
such holder shall be entitled to dividends, voting rights or any other          
stockholder right in respect of any fractional share.                           

Ownership of Newco after the Reorganization                                   

The ownership of Newco Common Stock immediately following consummation of   
the Reorganization will be as follows:                                          

                                                                [Download Table]

        HOLDERS                                                PERCENTAGE
        -------                                                ----------
                                                                         
Existing Calgene Stockholders.................................    50.1   
Monsanto......................................................    49.9   
                                                                 -----   
  Total.......................................................   100.0%  
                                                                 =====   

Treatment of Calgene Stock Option Plans                                       

Upon the Effective Time, Newco will assume all options outstanding under    
Calgene's stock option plans and such options may be exercised solely for       
shares of Newco Common Stock. Each such option shall be                         

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converted into the right to purchase a number of shares of Newco Common stock   
equal to the number of shares of Calgene Common Stock subject to such option    
multiplied by the Exchange Ratio, and the per share exercise price of each      
such option shall be adjusted by dividing such exercise price by the Exchange   
Ratio.                                                                          

Related Matters After the Merger                                              

At the Effective Time, Sub will be merged with and into Calgene, and Calgene
will be the surviving corporation (the "Continuing Corporation") and a wholly-  
owned subsidiary of Newco. Each share of Sub Common Stock issued and            
outstanding immediately prior to the Effective Time will be converted into and  
exchanged for one validly issued, fully paid and nonassessable share of common  
stock of the Continuing Corporation.                                            

At the Effective Time, the Certificate of Incorporation and By-laws of      
Calgene, as in effect immediately prior to the Effective Time, will continue    
to be the Certificate of Incorporation and By-laws of the Continuing            
Corporation.                                                                    

After the Effective Time, all shares of Calgene Common Stock will cease to  
be quoted on The Nasdaq National Market, and the Continuing Corporation will    
undertake to terminate registration of the Calgene Common Stock under the       
Exchange Act.                                                                   

Representation on the Newco Board                                             

The Stockholders Agreement provides that, at the Effective Time, the Newco  
Board shall consist of the Chief Executive Officer and Chief Operating Officer  
of Newco, three directors to be designated by Newco and four directors to be    
designated by Monsanto (one of which shall be an independent director). The     
Stockholders Agreement also provides certain rights to Monsanto to designate    
additional directors under certain circumstances. See "The Reorganization       
Agreement and Related Agreements--The Stockholders Agreement" and "Calgene II,  
Inc.--Directors and Executive Officers."                                        

Representations and Warranties                                                

Representations and Warranties of Monsanto                                  

The Reorganization Agreement contains certain representations and warranties
of Monsanto relating to, among other things, (a) the due organization, valid    
existence and good standing of Monsanto and TIA and certain similar corporate   
matters; (b) the authorization, execution, delivery and enforceability of the   
Reorganization Agreement, Stockholders Agreement, Holding Company Credit        
Facility Agreement, Gargiulo Credit Facility Agreement and License Agreements   
(collectively, the "Transaction Agreements"), and related matters;              
(c) conflicts under (i) material contracts or similar agreements to which       
Monsanto or TIA is a party, (ii) Monsanto or TIA's charters or by-laws, or      
(iii) any court injunction or decree, or any valid or enforceable order of a    
governmental agency having jurisdiction over Monsanto or TIA; (d) litigation;   
(e) title to the Assets (as defined in the Reorganization Agreement); (f)       
Monsanto's investment intent with respect to the shares of Newco Common Stock   
to be acquired by Monsanto; (g) taxes and tax returns; (h) the accuracy and     
completeness of the certificate of incorporation, by-laws, minute books and     
certain financial statements of TIA; (i) the absence of any conflict or         
default on the part of TIA with applicable laws and material agreements of TIA  
which would have a Material Adverse Effect (as defined below) on TIA; (j)       
documents supplied by Monsanto to Newco for incorporation into the              
Registration Statement and Proxy Statement/Prospectus for filing with the       
Commission and the accuracy of information contained therein; and (k) with      
respect to Gargiulo G.P., Inc. (the "General Partner") and Gargiulo L.P., (i)   
the due organization, valid existence and good standing of the General Partner  
and Gargiulo L.P. and certain similar corporate matters; (ii) litigation        
involving the General Partner or Gargiulo L.P.; (iii) certain Gargiulo L.P.     
financial statements; (iv) the accuracy and completeness of certain             
environmental reports; (v) compliance with certain employment laws; (vi) the    
ownership interest of the General Partner and Gargiulo L.P. in certain          
subsidiaries and other entities and the due organization, valid                 

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existence and good standing of such subsidiaries and other entities; (vii)      
real properties held by Gargiulo L.P.; and (viii) certain agreements,           
contracts and commitments of the General Partner and Gargiulo L.P.              

"Material Adverse Effect" means a condition or conditions as to which it may
be reasonably assumed that, if such condition had been known to a reasonable    
person prior to signing the relevant agreement, such reasonable person would    
not have entered into the proposed Reorganization on the terms of the           
Transaction Agreements; provided that no change in customers, pricing or sales  
volume of products of a person shall be deemed to be a Material Adverse Effect  
and, in the case of Calgene, the outcome of the litigation between Calgene and  
Enzo Biochem, Inc. shall not be deemed to be a Material Adverse Effect with     
respect to Calgene.                                                             

Representations and Warranties of Calgene                                     

The Reorganization Agreement contains certain representations and warranties
of Calgene relating to, among other things, (a) the due organization, valid     
existence and good standing of Calgene and its subsidiaries and certain         
similar corporate matters; (b) the authorization, execution, delivery and       
enforceability of the Transaction Agreements, and related matters; (c)          
conflicts under (i) material contracts or similar agreements to which Calgene   
or its subsidiaries is a party, (ii) Calgene or the subsidiaries' charters or   
by-laws, or (iii) any court injunction or decree, or any valid or enforceable   
order of a governmental agency having jurisdiction over Calgene or any of its   
subsidiaries; (d) the capitalization of Calgene; (e) compliance of the          
Registration Statement and Proxy/Prospectus with applicable federal securities  
laws and the accuracy of the information contained therein; (f) no occurrence   
of a Material Adverse Effect on the business, financial condition or results    
of operations of Calgene since June 30, 1994 except as disclosed in Calgene's   
filings under the Exchange Act; (g) litigation; (h) the absence of              
registration rights on the part of any third party; (i) the accuracy and        
completeness of certain reports filed under the Exchange Act; (j) the accuracy  
and completeness of the certificates of incorporation, by-laws and minute       
books of Calgene and its subsidiaries; (k) disclosure of material agreements;   
(l) compliance with certain employment laws; (m) taxes and tax returns for      
both Calgene and its subsidiaries; (n) the absence of any conflict or default   
on the part of Calgene and its subsidiaries with applicable laws and material   
agreements; (o) employee benefit plans; (p) outstanding options to acquire      
Calgene Common Stock; and (q) undisclosed tax liabilities.                      

Certain Covenants                                                             

Conduct of Business Prior to Closing                                        

Prior to the Closing, Calgene has agreed to operate its business in the     
ordinary course. Without the prior written consent of Monsanto, which consent   
shall not be unreasonably or untimely withheld, Calgene and its subsidiaries    
shall not: (i) engage in any commercial practice that is not in the ordinary    
course of business; (ii) sell, lease or otherwise dispose of any of their       
respective assets except for intangible property and sales of inventory in the  
ordinary course of business and consistent with past practice; (iii) sell or    
license any intangible property for consideration (other than royalties         
contingent on future sales) exceeding $1 million in the aggregate per           
transaction or series of transactions; (iv) subject to certain exceptions,      
create or suffer to be created any mortgage, lien, pledge or encumbrance of     
any kind or other exceptions to title upon their respective assets;             
(v) subject to certain exceptions and except for grower contracts and           
agreements or commitments requiring financial obligations of less than          
$100,000 in the aggregate, enter into any agreement or commitment having a      
term in excess of one year; (vi) enter into any agreement or commitment that    
restricts Calgene or any of its subsidiaries from carrying on their             
businesses; (vii) violate any of the negative covenants set forth in the        
Amended Note (as described below); (viii) change the number of shares of its    
authorized or issued capital stock (other than the issuance of additional       
shares of Calgene Common Stock upon the exercise of employee stock options      
outstanding at the time the Reorganization Agreement was executed and the       
designation and issuance of $1,000 of Calgene Preferred Stock, which shall be   
non-voting and non-convertible and shall otherwise have such terms as shall     
have been approved by Monsanto) or grant or issue any option, warrant, call,    
right, commitment or agreement of any character relating to its authorized or   
issued capital stock, or issue, grant or sell any preferred stock or any        
securities or obligations convertible into or exchangeable for shares of its    
capital stock other than the issuance and sale of shares of Calgene Common      
Stock with aggregate proceeds to Calgene not in excess of                       

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$10 million; (ix) make any amendment to or changes in its certificate of        
incorporation or by-laws, except only for the designation of the Calgene        
Preferred Stock permitted in clause (viii) above; (x) take or fail to take any  
action that would require the approval of any Monsanto Director or the consent  
of a supermajority of Directors (each as defined in the Stockholders            
Agreement) under Section 4.4(a)(i), (ii), (iv), (vii), (viii), (ix), (x),       
(xii), (xiii), (xv) or (xvii) of the Stockholders Agreement if the              
Stockholders Agreement was in effect beginning on the date of the               
Reorganization Agreement; or (xi) except as expressly permitted by the          
Reorganization Agreement, take any action that would or is reasonably likely    
to result in any of the representations and warranties of Calgene set forth in  
the Reorganization Agreement being untrue in any material respect, or in any    
of the conditions to Closing specified in Article 8 of the Reorganization       
Agreement not being satisfied.                                                  

Prior to the Closing, TIA has agreed to maintain the Assets in accordance   
with TIA's usual and past practices. Without the prior consent of Calgene,      
which consent shall not be unreasonably or untimely withheld, TIA shall not do  
any of the following with respect to the Assets during such period: (i) sell,   
lease or otherwise dispose of any Assets; (ii) issue any shares of capital      
stock or any options, warrants or rights for anyone to acquire such shares;     
(iii) create or suffer to be created any mortgage, lien, pledge or encumbrance  
of any kind or other exceptions to title upon such Assets or borrow money or    
incur any indebtedness; (iv) engage in any commercial practice that is not in   
the ordinary course of business; (v) enter into any agreement or commitment     
that restricts TIA from carrying on its business; (vi) make any amendment to    
its certificate of incorporation or by-laws; or (vii) take or fail to take any  
action described in Section 4.4(a)(i), (iv), (vii), (x) or (xv) of the          
Stockholders Agreement (except that each such provision shall be deemed to      
refer to TIA for this purpose).                                                 

No Solicitation                                                               

Calgene                                                                     

The Reorganization Agreement provides that Calgene shall not, directly or   
indirectly, through any officer, director, employee, agent, representative,     
consultant, financial institution or otherwise, solicit, initiate or encourage  
the submission of any proposal or offer from any person relating to (i) any     
acquisition or purchase of all or substantially all of the assets or business   
of Calgene or any of its subsidiaries or (ii) any business combination with     
Calgene or any of its subsidiaries (all such transactions in clause (i) and     
(ii) being referred to as "Calgene Acquisition Transactions") or, except to     
the extent required by fiduciary obligations under applicable law as advised    
by counsel (in which case, Calgene shall promptly advise Monsanto of its        
intention to invoke this exception), participate in any negotiations            
regarding, or furnish to any other person or entity any non-public information  
with respect to, or otherwise cooperate in any way with, or assist or           
participate in, facilitate or encourage, any effort or attempt by any other     
person to do or seek any of the foregoing. The Reorganization Agreement         
required Calgene to immediately cease and cause to be terminated all existing   
discussions or negotiations with any parties conducted prior to the execution   
of the Reorganization Agreement with respect to any of the foregoing. Calgene   
is required to promptly notify Monsanto if any such proposal or offer, or any   
inquiry or contact with any person or entity with respect thereto, is made and  
shall, in any such notice to Monsanto, indicate in reasonable detail the        
identity of the person or entity making such proposal, offer, inquiry or        
contact. Calgene further agreed not to release any third party from, or waive   
any provision of, any confidentiality or standstill agreement to which Calgene  
is a party.                                                                     

Monsanto and TIA                                                            

The Reorganization Agreement provides that Monsanto shall not, directly or  
indirectly, through any officer, director, employee, agent, representative,     
consultant, financial institution or otherwise, solicit, initiate or encourage  
the submission of any proposal or offer from any person relating to (i) any     
acquisition or purchase of all or substantially all of the assets or business   
of TIA or (ii) any business combination with TIA (all such transactions in      
clause (i) and (ii) being referred to as "Monsanto Acquisition Transactions")   
or, except to the extent required by fiduciary obligations under applicable     
law as advised by counsel (in which case Monsanto shall promptly advise         
Calgene of its intention to invoke this exception), participate in any          
negotiations regarding, or furnish to any other person any non-public           
information with respect to, or otherwise cooperate in any way                  

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with, or assist or participate in, facilitate or encourage, any effort or       
attempt by any other person to do or seek any of the foregoing. The             
Reorganization Agreement required Monsanto to immediately cease and cause to    
be terminated all existing discussion or negotiations with any parties          
conducted prior to the execution of the Reorganization Agreement with respect   
to any of the foregoing. Monsanto is required to promptly notify Calgene if     
any such proposal or offer, or any inquiry or contact with any person or        
entity with respect thereto, is made and shall, in any such notice to Calgene,  
indicate in reasonable detail the identity of the person or entity making such  
proposal, offer, inquiry or contact. Monsanto further agreed not to release     
any third party from, or waive any provision of, any confidentiality or         
standstill agreement to which Monsanto is a party.                              

Non-Competition                                                               

Monsanto has agreed that, upon the Effective Time and for as long as        
Monsanto's ownership in Newco exceeds 25% and is less than 100% of the          
outstanding shares of Newco Common Stock, Monsanto shall not engage in any      
"Directly Competitive Activity" with Calgene. "Directly Competitive Activity"   
is defined in the Reorganization Agreement to mean and refer only to the        
commercialization by Monsanto (or one of its affiliates, other than Newco and   
any of its affiliates) of any genetically engineered fresh or processed         
tomatoes, berries, mangoes, cucurbits or peppers or the commercialization of    
any genetically engineered canola, oil seed rape or sunflower where the         
canola, oil seed rape or sunflower has been genetically engineered to produce   
a specialty oil product. "Directly Competitive Activity" excludes the           
licensing of patent rights or know-how for the commercialization of such        
genetically engineered crops or the commercialization of canola, oil seed rape  
or sunflower where the canola, oil seed rape or sunflower has been genetically  
engineered for a purpose other than to produce a specialty oil product.         

Indemnification                                                               

Monsanto                                                                    

The Reorganization Agreement provides that, except as otherwise specifically
provided therein or in the other Transaction Agreements, Monsanto shall         
indemnify and hold harmless, in the manner specified in the Reorganization      
Agreement, Newco and its directors, officers, employees and agents, from and    
against any and all Liabilities, Actions and Damages (as defined in the         
Reorganization Agreement) suffered or incurred by said indemnified parties      
with respect to: (i) any inaccuracy of representations and warranties made in   
the Reorganization Agreement or pursuant to Article 6 thereof by Monsanto,      
(ii) breaches on or prior to the Closing Date of certain covenants made in any  
of the Transaction Agreements by Monsanto which breaches, if curable, are not   
cured within sixty (60) days after written notice thereof from Calgene, (iii)   
the failure of Monsanto to comply with any applicable bulk sales law and (iv)   
any taxes actually payable by Newco, TIA or General Partner attributable to     
the recapture or acceleration of any Internal Revenue Code Section 481          
adjustment which arose upon formation of Gargiulo L.P., net of any reductions   
to taxes actually payable by Newco, TIA or General Partner as a result of       
corollary adjustments attributable to such Section 481 adjustments. No claim    
for indemnification may be made against Monsanto unless, and only to the        
extent that, the claim exceeds $2.5 million. The maximum amount of Monsanto's   
indemnification obligation is limited to $20 million, except for matters        
involving fraud.                                                                

Newco and Calgene                                                           

The Reorganization Agreement provides that, except as otherwise specifically
provided therein or in the other Transaction Agreements, Newco and Calgene      
shall, jointly and severally, indemnify and hold harmless, in the manner        
specified in the Reorganization Agreement, Monsanto and Monsanto's Agents (as   
defined in the Reorganization Agreement), against Liabilities, Actions and      
Damages (as defined in the Reorganization Agreement) arising from: (i) any      
inaccuracy of representations or warranties made in the Reorganization          
Agreement or pursuant to Article 6 thereof by Calgene, or (ii) breaches on or   
prior to the Closing Date of covenants made in any of the Transaction           
Agreements by Calgene or Newco which breaches, if curable, are not cured        
within sixty (60) days after written notice thereof from Monsanto. No claim     
for indemnification may be made against Newco and Calgene unless, and only to   
the extent that, the claim exceeds $2.5 million.                                

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Conditions                                                                    

Calgene                                                                     

The obligations of Calgene to effect the Merger and the other transactions  
contemplated by the Reorganization Agreement are subject to the following       
conditions, among others: (i) the accuracy in all material respects on the      
Closing Date of the representations and warranties of Monsanto set forth in     
the Reorganization Agreement and the performance in all material respects on    
or prior to the Closing Date of the obligations of Monsanto required to be      
performed under the Reorganization Agreement; (ii) the receipt by Calgene of    
certain legal opinions from counsel for Monsanto; (iii) the instruments of      
transfer, assignment and assumption, and other agreements contemplated by the   
Reorganization Agreement shall be in form and substance satisfactory to         
Calgene and shall have been duly executed by Monsanto and ready for delivery    
at Closing (except as otherwise permitted by the Reorganization Agreement);     
(iv) the pre-transaction filing and waiting period requirements applicable to   
the Merger under the HSR Act shall have expired or shall have been terminated,  
and any necessary foreign approvals shall have been obtained, and there shall   
not be pending or threatened any governmental litigation or proceeding which    
restrains, prohibits or prevents or in the reasonable opinion of Calgene's      
counsel presents a significant risk of restraining, prohibiting or preventing,  
or changing the terms of, or obtaining material damages in connection with,     
the Reorganization; (v) there shall have occurred no Material Adverse Effect    
upon TIA, the Business of Gargiulo L.P. (as defined in the Reorganization       
Agreement) or the Assets and which Monsanto has not remedied prior to Closing;  
(vi) the execution and delivery of the Transaction Agreements; (vii) the        
approval of the Merger Proposal by the stockholders of Calgene; (viii) the      
authorization for quotation on the Nasdaq National Market of shares of the      
Newco Common Stock to be issued in the Merger; (ix) the receipt from Hale and   
Dorr, counsel to Calgene, of an opinion with respect to certain tax matters;    
and (x) the receipt of all necessary consents or waivers for Calgene's          
consummation of the Reorganization. Each of these conditions, except for the    
approval of the Merger Proposal by the stockholders of Calgene, may be waived   
by Calgene.                                                                     

Monsanto                                                                    

The obligations of Monsanto to effect the Reorganization and the other      
transactions contemplated by the Reorganization Agreement are subject to the    
following conditions, among others: (i) the accuracy in all material respects   
on the Closing Date of the representations and warranties of Calgene and Newco  
set forth in the Reorganization Agreement and the performance in all material   
respects on or prior to the Closing Date of all obligations of Calgene and      
Newco required to be performed under the Reorganization Agreement; (ii) the     
receipt by Monsanto of certain legal opinions from counsel for Calgene; (iii)   
the pre-transaction filing and waiting period requirements applicable to the    
Reorganization under the HSR Act shall have expired or shall have been          
terminated, and any necessary foreign approvals shall have been obtained, and   
there shall not be pending or threatened any governmental litigation or         
proceeding which restrains, prohibits or prevents or in the reasonable opinion  
of Monsanto's counsel presents a significant risk of restraining, prohibiting   
or preventing, or changing the terms of, or obtaining material damages in       
connection with, the Reorganization; (iv) Calgene shall have obtained certain   
assurance or waivers with respect to (A) Monsanto's potato assets and (B) the   
rights of certain parties to designate directors on the Calgene Board; (v) the  
acquisition by Monsanto of all of the partnership interests of Gargiulo L.P.    
shall have been consummated; (vi) there shall have occurred no Material         
Adverse Effect upon Calgene or its subsidiaries or the business or assets       
thereof, and which Calgene has not remedied prior to Closing; (vii) the         
execution and delivery of the Transaction Agreements; (viii) the approval of    
the Merger Proposal by the stockholders of Calgene; (ix) the amendment of the   
Development Agreement dated as of December 23, 1992 between Monsanto and        
Gargiulo L.P. as provided in the Reorganization Agreement; (x) the receipt      
from Arnold & Porter, counsel to Monsanto, of an opinion with respect to        
certain tax matters; (xi) the authorization for quotation on The Nasdaq         
National Market of the shares of Newco Common Stock to be issued in the         
Merger; (xii) the receipt of a stock certificate representing the shares of     
Newco Common Stock to be issued pursuant to Section 2.1 of the Reorganization   
Agreement; and (xiii) the completion of the transactions contemplated by the    
Gargiulo Reorganization Agreement shall have been completed and the receipt of  
all necessary consents or waivers for Monsanto's consummation of the            
Reorganization. Each of these conditions may be waived by Monsanto.             

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Termination; Termination Fees                                                 

The Reorganization Agreement may be terminated and the Reorganization       
(including, without limitation, the Merger) abandoned at any time prior to the  
Effective Time, whether before or after approval by the stockholders of         
Calgene: (i) by mutual consent of the Calgene Board and the Monsanto Board;     
(ii) by either the Monsanto Board or the Calgene Board if the Merger is not     
consummated on or before March 31, 1996, unless such failure to consummate      
shall be due to the failure of the party seeking to terminate the               
Reorganization Agreement to perform in all material respects each of its        
obligations under the Reorganization Agreement; (iii) by the Calgene Board or   
the Monsanto Board in the event that the Calgene Board shall withdraw or        
change its recommendation to its stockholders to adopt and approve the          
Reorganization Agreement and the Merger or authorize the Reorganization, as     
the case may be, or if the Calgene stockholders fail to adopt and approve the   
Reorganization Agreement or the Merger Proposal; (iv) by the Monsanto Board if  
Calgene shall breach its obligations set forth in Section 9.9(a) of the         
Reorganization Agreement not to solicit, initiate or encourage a proposal or    
offer relating to a Calgene Acquisition Transaction; (v) by the Monsanto Board  
if events occur that render impossible of satisfaction one or more of the       
conditions set forth in Section 8.2 of the Reorganization Agreement and such    
conditions are not waived (or deemed waived) by Monsanto; and (vi) by the       
Calgene Board if events occur that render impossible of satisfaction one or     
more of the conditions set forth in Section 8.1 of the Reorganization           
Agreement and such conditions are not waived (or deemed waived) by Calgene.     

In the event of either (i) a withdrawal, change in a manner adverse to      
Monsanto or failure by the Calgene Board to make its recommendation to Calgene  
stockholders to approve the Merger Proposal, or (ii) a breach by Calgene of     
its obligations under Section 9.9(a) of the Reorganization Agreement, and       
thereafter a Calgene Acquisition Transaction is consummated within 12 months    
after the termination or abandonment of the Reorganization Agreement, Calgene   
may be required to pay Monsanto a termination fee in cash equal to $7.5         
million.                                                                        

JOINDER AGREEMENT                                                               

Prior to Closing, Newco, Sub (neither of which had been incorporated at the 
time the Reorganization Agreement was executed), Calgene and Monsanto will      
sign a Joinder Agreement (the "Joinder Agreement") as required by the           
Reorganization Agreement. The purpose and effect of the Joinder Agreement is    
for each of Newco and Sub: (i) to bind themselves to the terms of the           
Reorganization Agreement; (ii) to ratify and adopt certain indemnification      
obligations set forth in the Reorganization Agreement; (iii) to provide for     
the survival of certain representations and warranties in the Reorganization    
Agreement; (iv) to make standard representations regarding their due            
organization, existence and capitalization, and (v) to convenant that all       
statements in the Proxy Statement/Prospectus about themselves will be in        
compliance with the federal securities laws and will not omit any material      
facts. Additionally, under the Joinder Agreement, each of Newco, Sub and        
Calgene will guarantee the performance of each other's obligations under the    
Reorganization Agreement and the Joinder Agreement and agree that they each     
shall be jointly and severally responsible for the performance of the           
obligations of the other and for the accuracy of the representations and        
warranties of each in the Reorganization Agreement and the Joinder Agreement.   

CALGENE SUBORDINATED PROMISSORY NOTE                                            

Pursuant to the terms of a subordinated promissory note of Calgene in favor 
of Monsanto, Calgene borrowed $10 million from Monsanto on June 29, 1995. The   
original promissory note was amended and restated on September 27, 1995 to      
permit Calgene to borrow an additional $8 million. As of December 31, 1995,     
all $18 million of principal was outstanding under the Amended Note.            

The Amended Note is due on June 30, 1997; provided, however, that if the    
Reorganization is not consummated because (i) Calgene's stockholders fail to    
approve the Merger Proposal or (ii) any of Monsanto's other conditions to       
Closing set forth in the Reorganization Agreement, to the extent such           
conditions are within the control of Calgene, are not satisfied at or prior to  
Closing, then the maturity date of the Amended Note shall be June 30, 1996.     

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The principal balance of the Amended Note from time to time outstanding     
bears interest at the per annum rate equal to 2.00% above Citibank's prime      
rate as published monthly. Interest is payable at maturity or on the date of    
prepayment as to any principal amount prepaid. If all or a portion of           
outstanding principal amount of the Amended Note is not paid when due, the      
outstanding principal balance thereof shall bear interest for the period from   
the applicable due date until such amount is paid in full, at the rate per      
annum which is equal to 5% above the Note Rate. Calgene may prepay all or any   
portion of the Amended Note at any time.                                        

Upon consummation of the Reorganization, the outstanding principal amount   
due under the Amended Note shall be credited against the $30 million cash       
contribution to be made to Newco by Monsanto in connection with the             
Reorganization. Interest on the Amended Note will stop accruing at the          
Effective Time and all interest accrued prior to such time shall be waived by   
Monsanto.                                                                       

The Amended Note is subordinated in payment to certain senior indebtedness  
of Calgene, as more fully described in the Amended Note. No payment on account  
of principal or interest on the Amended Note shall be made, if at the time of   
such payment or immediately after giving the effect thereto, (i) there shall    
exist a default in any payment with respect to any such senior indebtedness or  
(ii) there shall have occurred an event of default (other than a default in     
the payment of amounts due thereon) with respect to any such senior             
indebtedness which has not been cured, waived or ceased to exist and which      
would permit the holder thereof to accelerate the maturity thereof.             

If the Transaction Agreements are terminated for any reason (a "Conversion  
Event"), then, from and after 60 days following such Conversion Event, the      
principal and accrued interest due under the Amended Note will be convertible,  
at Monsanto's option, at any time and in any amount, into shares of Calgene     
Common Stock at 85% of the average of the closing market prices for such        
shares during the 10 trading days immediately preceding the Conversion Date     
(as defined in the Amended Note). Based upon the last reported sales price of   
Calgene Common Stock on the Nasdaq National Market on December 15, 1995         
($4.875 per share), the conversion of the Amended Note in such an event would   
result in the issuance of approximately 4,343,891 shares of Calgene Common      
Stock to Monsanto, or approximately 14% of the total number of shares of        
Calgene Common Stock currently outstanding. The Amended Note is convertible     
into a maximum number of shares of Calgene Common Stock (the "Conversion        
Shares") equal to (a) 7,200,000 shares (subject to adjustment in the event of   
any merger, consolidation, reorganization, recapitalization, stock dividend,    
stock split, exchange of shares or otherwise) multiplied by (b) a fraction,     
the numerator of which is equal to the lesser of (i) the principal and accrued  
interest outstanding under the Amended Note on the Conversion Date and          
(ii) $18 million, and the denominator of which is equal to $18 million. Upon    
any such conversion, the amount of principal and interest so converted shall    
be applied to reduce first any accrued interest and thereafter to reduce the    
principal due on the Amended Note. Any portion not so converted shall be paid   
in cash. If the proceeds received by Monsanto from the resale of the            
Conversion Shares, net of all reasonable expenses (including brokerage or       
underwriting fees, discounts and commissions and fees and expenses of legal     
counsel) incurred by Monsanto in connection therewith (the "Selling             
Expenses"), exceed the principal and accrued interest converted into such       
Conversion Shares and any other transaction costs, fees and expenses incurred   
by Monsanto and not included in the Selling Expenses (such excess being         
hereafter referred to as the "Excess Cash Proceeds"), then (i) any remaining    
principal amount and accrued interest on the Amended Note shall be forgiven by  
Monsanto to the extent of the Excess Cash Proceeds and (ii) Monsanto shall      
repay any remaining Excess Cash Proceeds (after reduction for the amount of     
principal and accrued interest forgiven) to Calgene promptly after receipt      
thereof.                                                                        

Calgene agreed under the Amended Note to file a Registration Statement on   
Form S-3 with the Commission covering resales of up to 3,600,000 Conversion     
Shares which may be issued to Monsanto under the Amended Note. Subject to       
certain limitations, Calgene is obligated to cooperate with Monsanto to effect  
the sale of the Conversion Shares, including using its best efforts to          
register or qualify the Conversion Shares under applicable securities and blue  
sky laws and to maintain the effectiveness of such Form S-3 until the earlier   
of (i) such time                                                                

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as all Conversion Shares issuable upon Conversion have been sold pursuant       
thereto, or (ii) such time as all Conversion Shares may be sold without         
registration pursuant to Rule 144(k) under the Securities Act. Not later than   
60 days after a Conversion Event, Calgene shall cause the Conversion Shares     
issuable upon such Conversion Event to be listed on each securities exchange    
and quoted on each quotation service on which similar securities of Calgene     
are then listed or quoted. All expenses incurred in connection with the         
registration of the Conversion Shares shall be borne by Calgene except Calgene  
shall not be required to pay (i) brokerage or underwriting fees, discounts or   
commissions or (ii) the fees and expenses of Monsanto's counsel.                

The Amended Note includes certain covenants of Calgene, including covenants 
concerning: (i) the use of proceeds; (ii) delivery of certain financial         
information; (iii) insurance; (iv) obtaining any required governmental          
authorization or approvals and the filing of required notices; (v) maintenance  
of business; (vi) limitations on mergers, acquisitions or sales of assets;      
(vii) incurrence of additional debt; (viii) extending credit;                   
(ix) investments; (x) incurrence of liens; and (xi) payment of dividends.       

THE STOCKHOLDERS AGREEMENT                                                      

The Reorganization Agreement provides that Monsanto and Newco shall enter   
into a Stockholders Agreement at the Effective Time providing for the           
following:                                                                      

Registration Rights                                                           

The Stockholders Agreement provides that Monsanto and certain assignees may,
subject to certain conditions and limitations, require Newco, whether or not    
Newco proposes to register its Common Stock for sale, to register all or part   
of the shares of Newco Common Stock acquired by Monsanto in connection with     
the Reorganization or upon the later conversion of outstanding principal or     
interest under the Newco Credit Facility Agreement or the Gargiulo Credit       
Facility Agreement (collectively, the "Registrable Shares") under the           
Securities Act and to register or qualify such Registrable Shares under any     
applicable state securities or blue sky laws so as to permit Monsanto to sell   
such Registrable Shares in the public markets. Newco is not required to effect  
such a registration prior to September 30, 1998, unless an Event of Default     
has occurred and is continuing under the Newco Credit Facility Agreement or     
the Gargiulo Credit Facility Agreement, in which event Newco is required to     
effect a registration of the Registrable Shares received in such conversion at  
the request of Monsanto or its assignee. Newco is required to pay all of the    
expenses (other than certain expenses of Monsanto, such as                      

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underwriting discounts and selling commissions) with respect to up to four (4)  
such registrations. In the event Newco proposes to register any of its          
securities under the Securities Act at any time after September 30, 1998, for   
its own account (other than a registration relating to employee benefit plans   
or a Commission Rule 145 transaction), Monsanto is entitled to notice of such   
registration and to include Registrable Shares, subject to certain conditions   
and limitations. The registration rights granted pursuant to the Stockholders   
Agreement shall terminate at such time as (a) all Registrable Shares can be     
sold within a given three month period without registration under the           
Securities Act pursuant to Rule 144 of the Securities Act and (b) all accrued   
interest and principal under the Newco Credit Facility Agreement and the        
Gargiulo Credit Facility Agreement have been repaid in full or converted into   
Newco Common Stock (and such Newco Common Stock can be sold as provided in      
clause (a) above).                                                              

Anti-Dilution Rights                                                          

If at any time after the Effective Time Newco agrees to sell shares of Newco
Common Stock or other securities having the right to vote generally in any      
election of directors of Newco (collectively, "Newco Securities") in a private  
or public offering (other than pursuant to Newco's stock option plans),         
Monsanto is entitled to notice of such proposed sale and has the right, but     
not the obligation, to acquire all or any portion of the Newco Securities to    
be offered for sale sufficient for Monsanto to maintain, after the              
consummation of the proposed offering, the same percentage of ownership of      
Newco Securities as Monsanto possessed immediately prior to such offering.      
With respect to shares of Newco Securities issued pursuant to Newco's stock     
option plans, Monsanto shall have the right to maintain its percentage          
ownership of issued and outstanding Newco Securities by making open market      
purchases in accordance with the Stockholders Agreement.                        

Limitations on Monsanto's Ownership of Newco Securities                       

Except for purchases of Newco Securities made in accordance with the        
Stockholders Agreement, during the term of the Stockholders Agreement,          
Monsanto shall not, directly or indirectly, acquire any Newco Securities        
except as follows: (a) prior to the first anniversary of the Effective Time,    
Monsanto shall not increase its percentage of ownership of issued and           
outstanding Newco Securities (the "Percentage Interest") above 49.9% except     
through one or more of the following: (i) conversion of principal and/or        
interest under the Newco Credit Facility Agreement or the Gargiulo Credit       
Facility Agreement into shares of Newco Common Stock; (ii) issuance of Newco    
Securities in an asset sale by Monsanto to Newco; and (iii) a tender offer by   
Monsanto for no less than 100% of all publicly-traded Newco Securities at a     
price approved by the disinterested directors of Newco and based upon a         
fairness opinion delivered to the Newco Board by an investment banking firm;    
(b) on and after the first anniversary of the Effective Time until the earlier  
of September 30, 1998, or the third anniversary of the Effective Time,          
Monsanto shall not increase or further increase its ownership of issued and     
outstanding Newco Securities above 49.9% except through one or more of the      
following: (i) conversion of principal and/or interest under the Newco Credit   
Facility Agreement or the Gargiulo Credit Facility Agreement into shares of     
Newco Common Stock; (ii) issuance of Newco Securities in an asset sale by       
Monsanto to Newco; and (iii) a tender offer by Monsanto to increase its         
ownership to 70% or more of the issued and outstanding Newco Securities at a    
price approved by the disinterested directors of Newco and based upon a         
fairness opinion delivered to the Newco Board by an investment banking firm;    
provided, however, that if Monsanto makes a tender offer to increase its        
ownership to more than 80% of the issued and outstanding Newco Securities,      
such tender offer must be for at least 100% of all publicly traded Newco        
Securities; and (c) after the earlier of September 30, 1998, or the third       
anniversary of the Effective Time, Monsanto may increase its ownership of       
Newco Securities through open market purchases or otherwise.                    

Limitations on Monsanto's Resale of Newco Securities                          

The Stockholders Agreement provides that Monsanto shall not, directly or    
indirectly, sell any Newco Securities (other than to an Affiliate) except as    
follows: (a) on and after the first anniversary of the Effective Time until     
the earlier of September 30, 1998, or the third anniversary of the Effective    
Time, Monsanto may sell Newco Securities (i) as part of a joint venture,        
merger or sale of all or substantially all of its current Crop                  

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Protection business unit, as such business may be subsequently renamed or       
reorganized, or (ii) pursuant to a tender offer by a third party to the         
stockholders of Newco; (b) after the earlier of September 30, 1998, or the      
third anniversary of the Effective Time, in addition to the rights set forth    
in (a) above, Monsanto may sell Newco Securities (i) in a registered public     
offering pursuant to the registration rights granted to Monsanto under the      
Stockholders Agreement; (ii) through sales pursuant to Rule 144 under the       
Securities Act; (iii) through sales of not more than 10% of the total issued    
and outstanding Newco Securities to a Non-Financial Purchaser (as defined in    
the Stockholders Agreement); or (iv) through sales to a Financial Purchaser     
(as defined in the Stockholders Agreement); (c) after the earlier of September  
30, 1999, or the fourth anniversary of the Effective Time, in addition to the   
rights set forth in (a) and (b) above, Monsanto may sell Newco Securities       
through a private sale of 35% or more of the total issued and outstanding       
Newco Securities to a Non-Financial Purchaser under circumstances where such    
third party assumes the applicable and proportionate rights and obligations of  
Monsanto under the Stockholders Agreement and the other Transaction             
Agreements; and (d) notwithstanding the foregoing, at any time after the        
Effective Time, Monsanto may sell Newco Securities issued to Monsanto upon      
conversion by Monsanto of principal or interest under the Newco Credit          
Facility Agreement or the Gargiulo Credit Facility Agreement after the          
occurrence of an Event of Default (as defined therein).                         

Composition of the Newco Board and Calgene Board                              

The Stockholders Agreement provides that the composition of the Newco Board 
and the Calgene Board and the manner of selecting members thereof shall be as   
follows:                                                                        

(a) at and after the Effective Time, each of the Newco Board and the    
Calgene Board shall be comprised of nine directors. The number of Newco     
Directors and Calgene Directors may be increased only in accordance with    
the terms of the Stockholders Agreement;                                    

(b) at the Effective Time and until the earlier of any time that (i)    
Monsanto's percentage ownership of the outstanding Newco Securities         
("Percentage Interest") is at least 55% or (ii) Newco elects to convert     
borrowings made from Monsanto into equity securities of Newco and           
Monsanto's Percentage Interest is at least 50% after such conversion (a     
"Trigger Event"), each of the Newco Board and the Calgene Board shall       
consist of two directors who are either the Chief Executive Officer or      
Chief Operating Officer of Newco (or the next most highly ranking executive 
officers of Newco) ("Company Management Directors"), three Independent      
Directors (as defined in the Stockholders Agreement) designated by Newco    
("Company Directors"), and four directors designated by Monsanto (each a    
"Monsanto Director"), at least one of which shall be an Independent         
Director (as defined in the Stockholders Agreement);                        

(c) at and after the occurrence of a Trigger Event, each of the Newco   
Board and the Calgene Board shall be comprised of eleven Directors and      
Monsanto shall have the right to designate two additional directors to each 
Board; and                                                                  

(d) at any time that Monsanto's Percentage Interest is at least 70%, (i)
Monsanto shall have the right to designate eight Newco Directors and eight  
Calgene Directors, to consist of the two Company Management Directors and   
six other directors designated by Monsanto (including at least one          
Independent Director) and (ii) Newco shall have the right to designate      
three (3) Independent Directors to each board. At such time as Monsanto's   
Percentage Interest is at least 99%, Monsanto shall have the right to       
designate all of the Newco Directors and Calgene Directors.                 

The initial Company Management Directors will be Roger H. Salquist, the     
Chief Executive Officer of Calgene, and another executive officer to be         
designated; the initial Company Directors will be Howard D. Palefsky, Carl V.   
Stinnett and Allen J. Vangelos, who are currently directors of Calgene; and     
the four Monsanto Directors will be Hendrik A. Verfaillie and Robert T.         
Fraley, who currently are Executive Vice President of Monsanto and President    
of Ceregen, a strategic business unit of Monsanto, respectively, Jeffrey D.     
Gargiulo, who is currently Chairman and Chief Executive Officer of Gargiulo     
L.P., and John E. Robson, a senior advisor of Robertson, Stephens & Company.    

Notwithstanding anything in the foregoing to the contrary, (i) at any time  
Monsanto's Percentage Interest is less than 40% but at least twenty percent     
(20%), Monsanto shall have the right to designate three Newco                   

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Directors and three Calgene Directors, (ii) at any time Monsanto's Percentage   
Interest is less than 20% but at least 10%, Monsanto shall have the right to    
designate two Newco Directors and two Calgene Directors, and (iii) at any time  
Monsanto's Percentage Interest is less than 10% but at least 5%, Monsanto       
shall have the right to designate one Newco Director and one Calgene Director.  
If, at any time, Monsanto's Percentage Interest is less than 5%, Monsanto       
shall not have the right to designate any Newco Director or Calgene Director.   
At any such time, all other Newco Directors and Calgene Directors, other than   
Newco Management Directors, shall be designated by Newco.                       

The Independent Directors to be designated by Newco from time to time shall 
be designated by action of a majority of Company Directors then in office. In   
the event that no Company Directors are in office at such time, such            
Independent Directors shall be designated by a majority of the Independent      
Directors then in office; provided, however, that the holders of a majority of  
the outstanding voting stock held by Unaffiliated Equity Holders (as defined    
in the Stockholders Agreement) shall be entitled to nominate and elect          
Independent Directors in lieu of any individuals so designated to be such       
Independent Directors by a majority of the Independent Directors.               

Solicitation and Voting of Shares                                             

Newco is obligated to use its best efforts to solicit from the stockholders 
of Newco proxies in favor of all directors nominated in accordance with the     
Stockholders Agreement. Newco and Monsanto shall also cooperate with each       
other with respect to the election, removal and replacement of all directors    
designated in accordance with the Stockholders Agreement.                       

Committees of the Newco Board                                                 

The Stockholders Agreement provides that Newco shall establish, empower and 
maintain the following committees of the Newco Board: (i) an Audit Committee,   
consisting of at least three Independent Directors; (ii) until the occurrence   
of a Trigger Event, a Retention/Replacement Committee, consisting of the        
Independent Directors then serving on the Newco Board, responsible for          
retention and/or replacement of all of the executive officers of Newco; (iii)   
a Compensation Committee; and (iv) such other committees as the Newco Board     
deems necessary or desirable. Except as otherwise provided in the Stockholders  
Agreement or as agreed by a majority of the Monsanto Management Directors (as   
defined in the Stockholders Agreement), the number of Monsanto Directors on     
each committee of the Newco Board shall be the same proportion (but not less    
than one) of the total membership of such committee as the number of Monsanto   
Directors, as the case may be, is of the entire Newco Board.                    

No action by any committee of the Newco Board shall be valid unless taken by
a unanimous written consent as provided in Newco's By-Laws or taken at a        
meeting for which adequate notice has been duly given or waived by the members  
of such committee. Such notice shall include a description of the general       
nature of the business to be transacted at the meeting, and no other business   
may be transacted at such meeting unless all members of the committee are       
present and consent to the consideration of other business. Any committee       
member unable to participate in person at any meeting shall be given the        
opportunity to participate by telephone. The Newco Board or the remaining       
committee members shall designate an Independent Director or Company            
Management Director to replace any absent or disqualified Independent Director  
member or Company Management Director member, respectively, of any committee    
and a majority of the Monsanto Management Directors shall designate a Monsanto  
Director to replace any absent or disqualified Monsanto Director member of any  
committee.                                                                      

Approval Required for Certain Actions                                         

(a) On and after the Effective Time until the earlier of a Trigger Event or 
such date on which Monsanto's Percentage Interest is less than 25%, a majority  
of the Newco Board, including at least one Company Director and one Monsanto    
Management Director, shall be required to approve any of the following: (i)     
the entry by Newco or any of its Affiliates into any merger or consolidation    
or the acquisition by Newco or any of its                                       

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Affiliates of any business or assets that would constitute more than 10% of     
Newco's total assets determined on a consolidated basis (a "Substantial         
Part"); (ii) the sale, pledge, grant of security interest in, transfer,         
retirement or other disposal of a Substantial Part of Newco, except pursuant    
to a security interest granted in connection with borrowings permitted under    
subsection (iv) below or the pledge or granting of a security interest in       
certain intangible property as further described in the Stockholders            
Agreement; (iii) any dividend by or return of capital by Newco or TIA (other    
than such distributions by TIA to Newco as are necessary for Newco to timely    
perform its obligations under the Gargiulo Credit Facility Agreement); (iv)     
any incurrence or assumption, in the aggregate, by Newco, any of its            
Affiliates or any combination thereof, of any indebtedness for borrowed money   
at any time outstanding exceeding in the aggregate (determined on a             
consolidated basis) the greater of (A) $15 million, increasing by $5 million    
on each July 1 commencing July 1, 1996, plus amounts secured by inventory       
and/or receivables for seasonal working capital lines and indebtedness          
incurred to acquire property, plant or equipment and secured by the acquired    
asset, minus amounts outstanding under the Newco Credit Facility Agreement, or  
(B) the amounts set forth in Newco's Operating Plan (as defined in the          
Stockholders Agreement), provided that loans under the Gargiulo Credit          
Facility Agreement shall not be counted in this limitation; (v) the repurchase  
or redemption of any Newco Securities, other than from employees upon           
termination of employment or service; (vi) the establishment of any new         
committees of the Newco Board (or the Calgene Board) or new or revised          
delegation(s) of Newco Board (or Calgene Board) authority to any Newco Board    
committee or changes or revisions to general delegations of authority to        
officers or other persons for categories of expenditures; (vii) the adoption    
of or amendment to any benefit or incentive plans of Newco or any of its        
Affiliates which would increase the annual cost thereof by more than fifteen    
percent (15%) from the prior fiscal year or any adoption of, or amendment to,   
any stock option plan; (viii) the election, appointment or removal of the       
Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of  
Newco and Calgene and their successors and the establishment of their annual    
or long term compensation level and benefits (other than agreements in effect   
at the Effective Time); provided, however, that Monsanto shall have the right   
to select the Chief Technical Officer of Newco and a controller reporting to    
the Chief Financial Officer of Newco; (ix) approval of the Operating Plan and   
Strategic Plan (each as defined in the Stockholders Agreement) of Newco and     
its Affiliates, as well as the annual operating plan and long term strategic    
plan for the Gargiulo business, to be submitted to the Newco Board annually     
for approval, and any material changes thereto; (x) any transaction between     
Newco (and its Affiliates), on the one hand, and its directors, officers or     
employees, on the other hand, which is not in the normal course of business;    
(xi) any modification of the Transaction Agreements; (xii) any amendment of     
the By-Laws or Certificate of Incorporation of Newco, Calgene or TIA; (xiii)    
the issuance of additional Newco Securities (other than warrants for the        
purchase of Newco Securities) in excess of 4,000,000 shares of Newco Common     
Stock in any two year period to a third party, other than pursuant to plans     
referred to in subsection (vii) above or the issuance of any warrants for the   
purchase of Newco Securities; (xiv) the sale or licensing by Newco or any of    
its Affiliates of certain intangible property, as further described in the      
Stockholders Agreement, or any other intangible property for consideration      
(other than royalties contingent on future sales) exceeding $5 million in the   
aggregate (determined on a consolidated basis) per transaction or per series    
of related transactions; (xv) new fixed capital investments, capital leases or  
noncancellable operating leases by Newco and its Affiliates having annual       
payments in the aggregate (determined on a consolidated basis) exceeding the    
aggregate amount set forth in the Operating Plan; (xvi) matters relating to     
Gargiulo L.P. covered in Article 5 of the Stockholders Agreement, including,    
without limitation, any changes in the composition of the TIA Board of          
Directors (other than with respect to Messrs. Salquist and Stacey); (xvii) any  
press release which mentions or directly or indirectly refers to Monsanto,      
except as required by law and where Newco Board approval cannot be obtained in  
a timely manner; (xviii) the initiation, settlement or termination of any suit  
or proceeding concerning intellectual property, any other matter which could    
have an adverse public affairs effect upon Monsanto or the filing of any        
insolvency or bankruptcy proceeding by or on behalf of Newco or any of its      
Affiliates; or (xix) the removal or election of the directors, subject to the   
terms of the Stockholders Agreement, of TIA.                                    

(b) After a Trigger Event and until the earlier of (i) the third anniversary
of the Effective Time or (ii) such time as Monsanto's Percentage Interest is    
at least seventy percent (70%), a majority of the Newco Board, including at     
least two Company Directors, shall be required to approve any of the            
following: (i) except as                                                        

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provided in the Stockholders Agreement, the matters set forth in clauses (ii),  
(vi), (viii), (ix) and (xi) of paragraph (a) above; or (ii) any transaction     
between Newco (and its Affiliates) and Monsanto or any Affiliate of Monsanto.   

(c) From and after the occurrence of both (i) a Trigger Event and (ii) the  
third anniversary of the Effective Time, and until Monsanto's Percentage        
Interest is at least 99%, neither Monsanto nor any of its Affiliates shall      
enter into any transaction with Newco or any of its Affiliates without the      
approval of at least two Company Directors.                                     

Board of Directors and Management of TIA                                      

Upon the Effective Time, the TIA Board shall consist of Jeffrey D. Gargiulo,
John R. Gargiulo, Hendrik A. Verfaillie, Robert T. Fraley, Roger H. Salquist,   
Roderick N. Stacey and an additional director who shall be (and whose           
successor shall be) designated by Newco who shall need to be reasonably         
acceptable to Monsanto and Jeffrey D. Gargiulo (as long as he serves as a       
director). In addition, the TIA Board shall include two (2) advisory, non-      
voting directors designated by Monsanto from members of the senior management   
of TIA. Upon request by Monsanto, Newco shall remove and replace Messrs.        
Verfaillie and Fraley, and their respective successors, and replace them with   
persons designated by Monsanto. The other directors, other than Messrs.         
Salquist and Stacey, may not be changed without the approval of Monsanto        
pursuant to the exercise of its rights described above under "Approval          
Required for Certain Actions."                                                  

The Chief Executive Officer and Chairman of the Board of TIA shall be       
Jeffrey D. Gargiulo as long as he is employed by TIA. See "Related Party        
Transactions."                                                                  

The Board of Directors of TIA shall have authority to operate the business  
of Gargiulo L.P. within the confines of the annual operating plan and           
strategic plan approved by the Board of Directors of Newco and other            
delegations of authority from the Newco Board which shall be similar in scope   
to the delegations of the Newco Board to the Chief Executive Officer of Newco.  

NEWCO CREDIT FACILITY AGREEMENT                                                 

The Reorganization Agreement provides that, upon the Effective Time,        
Monsanto and Newco shall enter into the Newco Credit Facility Agreement         
pursuant to which Monsanto shall, during the Commitment Period (as hereinafter  
defined), and subject to the terms and conditions contained therein, make, at   
the request of Newco, three consecutive one-year loans of up to $15 million     
each (each a "Newco Loan" and together the "Newco Loans"), collectively         
totalling not more than $45,000,000. At no time shall the outstanding           
principal of all Newco Loans exceed $15 million. Prior to the occurrence of an  
Event of Default (as defined in the Newco Credit Facility Agreement), Newco     
may borrow, repay and reborrow under each Newco Loan, each such borrowing or    
reborrowing being an "Advance." The "Commitment Period" begins the date of the  
Effective Time and ends on the earlier of September 30, 1998, the third         
anniversary of the Effective Time or such earlier time that Monsanto            
terminates its obligations to make further Advances under the Newco Credit      
Facility Agreement. The Newco Loans made pursuant to the Newco Credit Facility  
Agreement are to be secured by the joint and several guaranty of the            
subsidiaries of Newco.                                                          

Prior to the occurrence of an Event of Default, the Newco Loans shall bear  
interest at the per annum rate equal to 2.00% above Citibank's published prime  
rate (the "Newco Base Rate"), and following an Event of Default at the per      
annum rate equal to 3.00% above the Newco Base Rate. During the continuance of  
an Event of Default, Newco shall have no right to obtain any new Advances       
under this Agreement. The Newco Loans may be prepaid in whole or in part at     
any time after giving at least three days' prior written notice to Monsanto.    

In lieu of repayment of outstanding principal and accrued interest on each  
Newco Loan, Newco, subject to Monsanto's right to require Newco to sell shares  
and pay cash, as provided below, may elect to convert all or any portion of     
the principal and accrued interest due under the applicable Newco Loan (the     
"Conversion Amount") into shares of Newco Common Stock at the average of the    
closing market price for such shares during the thirty trading days             
immediately preceding the applicable maturity date for such Newco Loan.         

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Monsanto may, in its sole discretion and within five business days after its
receipt of notice from Newco that Newco intends to exercise Newco's rights to   
convert the Conversion Amount, give written notice to Newco stating that (i)    
all or any part of the Conversion Amount shall be payable in cash (the          
"Alternative Conversion Amount"), (ii) Newco shall, at its expense, sell        
publicly such number of shares of its common stock as Monsanto would have       
received if the Alternative Conversion Amount had been converted as described   
above and (iii) the net proceeds of such sale shall be paid by Newco to         
Monsanto in full payment and satisfaction of such Alternative Conversion        
Amount.                                                                         

Upon any such conversion, the Conversion Amount shall first be applied to   
reduce the accrued interest due on the applicable Newco Loan as of the          
applicable maturity date, and any remaining portion of the Conversion Amount    
shall be applied to reduce the principal due on such Newco Loan. In any event,  
on each annual Maturity Date (as defined in the Newco Credit Facility           
Agreement), all outstanding principal and accrued interest not converted by     
Newco into shares of Newco Common Stock shall be repaid in full to Monsanto.    

Upon the occurrence and during the continuation of an Event of Default, for 
a period of thirty (30) days from the occurrence of the Event of Default,       
Newco, subject to Monsanto's right to require Newco to sell shares and pay      
cash, as described above, may similarly elect to convert all or any portion of  
the principal and accrued interest under any outstanding Newco Loan into        
shares of Newco Common Stock. If Newco does not elect to exercise its           
conversions rights upon such an Event of Default, Monsanto may, in addition to  
its other remedies, elect to convert all or a portion of the remaining          
principal and accrued interest under such Newco Loan into shares of Newco       
Common Stock at the average of the closing market prices for such shares        
during he thirty days preceding such Event of Default. In no event, however,    
shall Monsanto elect to convert principal and accrued interest into more than   
3,000,000 shares of Newco Common Stock (as such number is adjusted for stock    
dividends, stock splits and similar event affecting holders of Newco's common   
stock).                                                                         

The obligation of Monsanto to provide Advances is subject to the fulfillment
of certain conditions, including, among others: (i) the continued accuracy of   
all representations and warranties made by Newco and its subsidiaries; (ii)     
the compliance with all covenants contained in the Newco Credit Facility        
Agreement; (iii) no event shall have occurred which would constitute an Event   
of Default or Potential Event of Default (as defined in the Newco Credit        
Facility Agreement); or (iv) there shall not have occurred any circumstance     
which could reasonably be expected to have a material adverse effect on (A)     
the business, assets, operations or financial condition of Newco and its        
subsidiaries, taken as a whole, or (B) the ability of the Company and its       
subsidiaries to perform their obligations under the Newco Credit Facility       
Agreement.                                                                      

The covenants contained in the Newco Credit Facility Agreement require Newco
to maintain a minimum consolidated net worth of not less than $10 million and   
a minimum consolidated working capital of not less than $5 million. The Newco   
Credit Facility Agreement also requires that Newco and its subsidiaries meet    
certain specified financial ratios, including a ratio of total long-term        
liabilities to net worth and a current ratio. In addition, the Newco Credit     
Facility Agreement imposes a number of limitations on Newco with respect to     
future acquisitions, liens, mergers and the sale of assets, loans and           
investments, guaranties, capital expenditures, the payment of dividends and     
the incurrence of indebtedness. The existence of these covenants could limit    
Newco's ability to finance the growth of its existing operations if cash flows  
were to decrease substantially or if expenses were to increase substantially.   
These covenants would also limit Newco's ability to engage in additional        
acquisitions that would significantly increase the ratio of long-term           
indebtedness to net worth following such acquisitions. The failure of Newco to  
satisfy these covenants would cause an Event of Default which could have a      
material adverse effect on its business and results of operations.              

All of the Newco Loans shall be subordinated and subject in right of payment
to the prior payment in full of a certain senior indebtedness of Newco as more  
fully described in the Newco Credit Facility Agreement. No payment on account   
of principal or interest on the Newco Loans shall be made if at the time of     
such payment or immediately after giving the effect thereto, (i) there shall    
exist a default in any payment with respect to any such senior indebtedness or  
(ii) there shall have occurred an event of default (other than a default in     
the payment of amounts due thereon) with respect to any such senior             
indebtedness.                                                                   

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GARGIULO CREDIT FACILITY AGREEMENT                                              

The Reorganization Agreement provides that, upon the Effective Time,        
Monsanto and Newco shall enter into the Gargiulo Credit Facility Agreement      
pursuant to which Monsanto shall, during the Commitment Period (as hereinafter  
defined), and subject to the terms and conditions contained therein, make       
available to Newco a revolving credit facility of up to $40 million (the        
"Gargiulo Loan"). Gargiulo L.P. expects to borrow up to $40 million from        
Monsanto pursuant to an amendment to an existing credit facility to acquire     
Collier Farms, to support the branded tomato strategy and to allow Gargiulo     
L.P. to make an approximately $2 million payment to Monsanto pursuant to the    
Development Agreement, which amounts will be converted into a loan under the    
Gargiulo Credit Facility Agreement at the Effective Time.                       

The balance of the Gargiulo Loan shall be used solely to support the branded
tomato strategy of TIA as determined by the TIA Board of Directors (other than  
amounts used to finance the acquisition of Collier Farms). Prior to the         
occurrence of an Event of Default (as defined in the Gargiulo Credit Facility   
Agreement), Gargiulo may borrow, repay and reborrow, each such borrowing or     
reborrowing being an "Advance." In order to obtain an Advance from Monsanto     
under the Gargiulo Credit Facility Agreement, Newco must provide documentation  
reasonably acceptable to Monsanto verifying that TIA has reached certain        
milestones and achieved certain goals as set forth therein. The maximum amount  
of each Advance is subject to certain limitations based upon such milestones    
and goals. The "Commitment Period" begins the date of the Effective Time and    
ends on the earlier of the fourth anniversary of the Effective Time or such     
earlier time that Monsanto terminates its obligations to make further           
Advances. The Gargiulo Loan is to be secured by the joint and several guaranty  
of the subsidiaries of Newco.                                                   

Prior to the occurrence of an Event of Default, the Gargiulo Loan shall bear
interest at the per annum rate equal to 2.00% above Citibank's published prime  
rate (the "Gargiulo Base Rate"), and following an Event of Default at the per   
annum rate equal to 3.00% above the Gargiulo Base Rate. During the continuance  
of an Event of Default, Newco shall have no right to obtain any new Advances.   
The Gargiulo Loan may be prepaid in whole or in part at any time after giving   
at least three days' prior written notice to Monsanto.                          

The Gargiulo Loan is payable, unless extended as described below, in one    
payment on the fourth anniversary of the Effective Time (the "Maturity Date")   
in an amount equal to the lesser of (i) the Repayment Portion of the            
Cumulative Free Cash Flow (as defined in the Gargiulo Credit Facility           
Agreement) of TIA from the Effective Time to the Maturity Date and (ii) the     
amount of the outstanding principal and accrued interest on the Gargiulo Loan.  
"Repayment Portion" means the sum of 20% of the first $10 million of            
Cumulative Free Cash Flow, 50% of the next $10 million and 80% of the           
remaining balance. In the event that the Repayment Portion is not sufficient    
to pay all of the then outstanding principal and accrued interest at the        
Maturity Date, the maturity date with respect to the unpaid amount of           
outstanding principal and interest shall be extended to the sixth anniversary   
of the Effective Time (the "Extended Maturity Date"). In the event the          
Repayment Portion of the Cumulative Free Cash Flow (less amounts previously     
paid) is not sufficient to pay the then outstanding principal and accrued       
interest at the Extended Maturity Date, Newco shall pay Monsanto such lesser    
amount and the maturity date with respect to the unpaid amount of outstanding   
principal and interest shall again be extended to the eighth anniversary of     
the Effective Time (the "Final Maturity Date"). If the Repayment Portion of     
the Cumulative Cash Flow (less amounts previously paid) is not sufficient to    
pay the then outstanding principal and accrued interest at the Final Maturity   
Date, then Newco shall pay to Monsanto such lesser amount and Monsanto, at its  
sole option, may do any one or combination of the following (i) convert all or  
any portion of the then outstanding principal and accrued interest into shares  
of Newco Common Stock at the average of the closing market price for such       
shares during the thirty trading days immediately preceding the date of such    
conversion, (ii) further extend the Final Maturity Date upon the same terms as  
are contained in the Gargiulo Credit Facility Agreement, or (iii) as to any     
unpaid amount which is not converted under clause (i) or for which payment is   
not extended pursuant to clause (ii), cause Newco to sell publicly that number  
of shares of Newco Common Stock as Monsanto would have received if such amount  
has been converted under clause (i) above with the net proceeds of such sale    
being delivered to Monsanto in full payment and satisfaction of such amount.    

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Upon the occurrence and during the continuation of an Event of Default,     
Monsanto may, in addition to its other remedies, similarly elect to convert     
all or any portion of the principal and accrued interest under the Gargiulo     
Loan (the "Gargiulo Conversion Amount") into shares of Newco Common Stock at    
the average of the closing market prices for such shares during the thirty      
days preceding such Event of Default. In no event, however, shall Monsanto      
elect to convert principal and accrued interest into more than 8,000,000        
shares of Newco Common Stock (as such number is adjusted for stock dividends,   
stock splits and similar event affecting holders of Newco's common stock).      
Upon any such conversion, the Gargiulo Conversion Amount shall first be         
applied to reduce the accrued interest due on the Gargiulo Loan, and any        
remaining portion of the Gargiulo Conversion Amount shall be applied to reduce  
the principal due on such Gargiulo Loan.                                        

The obligation of Monsanto to provide Advances is subject to the fulfillment
of certain conditions, including, among others: (i) the continued accuracy of   
all representations and warranties made by Newco and its subsidiaries; (ii)     
the compliance with all covenants contained in the Gargiulo Credit Facility     
Agreement; (iii) no event shall have occurred which would constitute an Event   
of Default or Potential Event of Default (as defined in the Gargiulo Credit     
Facility Agreement); or (iv) there shall not have occurred any circumstance     
which could reasonably be expected to have a material adverse effect on (A)     
the business, assets, operations or financial condition of Newco and its        
subsidiaries, taken as a whole or (B) the ability of the Company and its        
subsidiaries to perform their obligations under the Gargiulo Credit Facility    
Agreement.                                                                      

The covenants contained in the Gargiulo Credit Facility Agreement require   
Newco to maintain a minimum consolidated net worth of not less than $10         
million and a minimum consolidated working capital of not less than $5          
million. The Gargiulo Credit Facility Agreement also requires that Newco and    
its subsidiaries meet certain specified financial ratios, including a ratio of  
total long-term liabilities to net worth and a current ratio. In addition, the  
Gargiulo Credit Facility Agreement imposes a number of limitations on Newco     
and each of its subsidiaries with respect to future acquisitions, liens,        
mergers and the sale of assets, loans and investments, guaranties, capital      
expenditures, the payment of dividends and the incurrence of indebtedness. The  
existence of these covenants could limit Newco's ability to finance the growth  
of its existing operations if cash flows were to decrease substantially or if   
expenses were to increase substantially. These covenants would also limit       
Newco's ability to engage in additional acquisitions that would significantly   
increase the ratio of long-term indebtedness to net worth following such        
acquisitions. The failure of Newco to satisfy these covenants would cause an    
Event of Default which could have a material adverse effect on its business     
and results of operations.                                                      

The Gargiulo Loan is to be subordinated and subject in right of payment to  
the prior payment in full of certain senior indebtedness of Newco as more       
fully described in the Gargiulo Credit Facility Agreement. No payment on        
account of principal or interest on the Gargiulo Loan shall be made if at the   
time of such payment or immediately after giving the effect thereto, (i) there  
shall exist a default in any payment with respect to any such senior            
indebtedness or (ii) there shall have occurred an event of default (other than  
a default in the payment of amounts due thereon) with respect to any such       
senior indebtedness.                                                            

LICENSE AGREEMENTS                                                              

As part of the Reorganization, Monsanto will contribute certain technology  
licenses to Newco pursuant to various license agreements and letter             
agreements. The technologies underlying the License Agreements are summarized   
below.                                                                          

ACC Synthase and ACC Deaminase. ACC is a precursor of ethylene, a plant     
growth regulator that induces ripening in certain fruits. By reducing the       
amount of ACC available for conversion into ethylene, the ripening process can  
be delayed. Control of the ripening process may enable Newco to improve the     
efficiency of its tomato production operations. Newco will be granted non-      
exclusive, perpetual, royalty-free rights to the ACC synthase and ACC           
deaminase genes for use in certain produce crops and shall be able to practice  
under Monsanto's ACC Synthase license from the USDA.                            

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Fruit-specific Promoters. Promoters control the expression of genes in each 
plant cell. In order for certain genes to function in a beneficial manner,      
expression of these genes must be restricted to certain parts of the plant.     
Fruit-specific promoters provide a means of limiting gene expression to the     
fruit. For example, these promoters may be useful in regulating carbohydrate    
metabolism (e.g., sugar content) in ripening fruits such as tomatoes and        
strawberries. Newco will be granted non-exclusive, perpetual, royalty-free      
rights to certain fruit-specific promoters for use in certain produce crops.    

Virus Resistance Genes. Virus infection is known to significantly reduce the
yields of certain crops, including tomatoes. Monsanto has developed methods of  
interfering with viral replication in engineered plants, which slows the rate   
and degree of infection, and reduces the yield loss resulting from the          
infection. Newco will be granted non-exclusive, perpetual, royalty-free or      
royalty-bearing rights to certain aspects of Monsanto's patent estate related   
to the engineering of virus resistance into certain produce crops.              

FAD 3 Gene. The FAD 3 gene controls the relative amount of polyunsaturated  
fatty acids found in plant oils, including canola oil. Newco believes that      
reducing the expression of the FAD 3 gene in engineered canola plants may       
result in an oil with reduced linoleic and linolenic acid content and           
increased oleic acid content. Such an oil would be a superior cooking oil, as   
well as a superior raw material for the production of margarine and             
shortening. Newco will be granted exclusive, perpetual, royalty-bearing rights  
to the FAD 3 gene for use in certain oilseed crops.                             

Insect Resistance Gene. Monsanto has modified genes from a soil             
microorganism called Bacillus thurengiensis ("B.t.") that encode proteins that  
are toxic to certain insects. Use of insecticides to control insects is a       
major cost in the production of tomatoes. Newco will be granted non-exclusive,  
perpetual, royalty-free rights to Monsanto's B.t. patent estate for use in      
certain produce crops.                                                          

ADP Glucose Pyrophosphorylase ("ADPGPP") Gene. The ADPGPP gene is a         
bacterial gene involved in starch biosynthesis. By expression of this gene in   
plants, the starch and/or sugar content of plants can be increased. This many   
improve the flavor or sweetness of produce crops such as tomatoes or            
strawberries. Newco will be granted non-exclusive, perpetual, royalty-free      
rights to Monsanto's patent estate related to ADPGPP for use in certain         
produce crops. Monsanto and Calgene are parties to an interference at the       
United States Patent and Trademark Office relating to the ADPGPP gene.          

Oil Modification Technology. Monsanto has certain patent rights and know-how
related to the production of plants with altered oil compositions. By           
modifying oil composition it may be possible to provide temperate sources of    
certain tropical oils and the production of novel oil compositions. The         
Monsanto oil modification genes include sucrose phosphorylase, cytochrome b5    
and PEP carboxylase. Newco will be granted non-exclusive, perpetual, royalty-   
free rights under Monsanto's patents and know-how for use in certain oilseed    
crops.                                                                          

Insect Protected Cotton Direct Grower Licensing Agreement                     

Calgene has entered into an agreement with Monsanto under which Newco will  
participate in the direct licensing of Monsanto's B.t. technology to cotton     
growers. Under the terms of this agreement, Monsanto has granted to Calgene a   
non-exclusive, royalty-free U.S. license to use Monsanto's B.t. technology in   
Calgene's cottonseed products. Subject to the issuance of a Monsanto patent     
that covers the B.t. gene that is currently being utilized in Newco's           
cottonseed product development program, Newco would be obligated under          
applicable patent law to end use of its current B.t. gene and is permitted      
under such agreement to incorporate Monsanto's B.t. gene into its product       
development program over a four-year period.                                    

Monsanto intends to enter into license agreements directly with cotton      
growers. Under the terms of these agreements, cotton growers would obtain a     
one-time right to purchase a specified number of units of cottonseed            
containing Monsanto's B.t. gene in return for the payment of a license fee.     
Monsanto has agreed to pay to Newco 29% of the net license fees received from   
licensed growers who subsequently purchase Newco's cottonseed products          
containing Monsanto's B.t. gene.                                                

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Newco's obligation to participate in the direct licensing program would     
survive the termination of the Reorganization Agreement. Furthermore, the       
material terms of Newco's agreement shall be modified to reflect any more       
favorable terms that may be granted to any other cottonseed company that may    
participate in the direct licensing program.                                    

GARGIULO REORGANIZATION AGREEMENT                                               

Monsanto, TIA, NTGargiulo, Inc. ("NTGCo"), Gargiulo L.P., the General       
Partner and certain stockholders of NTGCo entered into an Option and Retained   
Interests Agreement, dated as of July 29, 1994 (the "Option and Retained        
Interests Agreement"), pursuant to which TIA acquired an option (the "Option")  
to acquire from NTGCo all of the outstanding shares of capital stock of the     
General Partner that TIA did not then own and such partnership interests in     
Gargiulo L.P. as would result, after the exercise of such option, in TIA and    
the General Partner owning an aggregate of 82% of the partnership interests in  
Gargiulo L.P. Under the Option and Retained Interests Agreement, the exercise   
price for such option was $32.1 million. Pursuant to the Gargiulo               
Reorganization Agreement, TIA agreed to exercise the Option on the earlier of   
January 31, 1996 or immediately prior to the Effective Time (the "Closing       
Date"). Upon the exercise of such Option, (i) TIA would own all of the issued   
and outstanding shares of capital stock of the General Partner, (ii) TIA would  
own interests in Gargiulo L.P., directly or indirectly through the General      
Partner, equal to 82% of such partnership interests and NTGCo would own         
partnership interests in Gargiulo L.P. equal to 18% of such partnership         
interests.                                                                      

On January 31, 1996, TIA exercised the Option for $32.1 million and acquired
the remaining 18% partnership interest in Gargiulo L.P. for an additional $18   
million, less the total amount of certain loans by Gargiulo L.P. to its         
limited partners. As of February 1, 1996, TIA owned, directly or indirectly     
through the General Partner, all of the equity interests in Gargiulo L.P.       

Immediately after the Effective Time, the General Partner will be dissolved 
and liquidated, and its assets transferred to and liabilities assumed by TIA.   
TIA will succeed to all the assets and liabilities of the General Partner,      
including its partnership interests in Gargiulo L.P. Gargiulo L.P. will then    
be dissolved by operation of law and TIA will succeed to all of its assets and  
liabilities.                                                                    

The Gargiulo Reorganization Agreement provides that, immediately after the  
acquisition by TIA from NTGCo of all of the partnership interests in Gargiulo   
L.P. then held by NTGCo: (i) the Option and Retained Interests Agreement shall  
be terminated; (ii) the Development Agreement between Gargiulo L.P. and         
Monsanto shall be amended to, among other things, convert the licenses granted  
pursuant to the Development Agreement to fully paid-up licenses; and (iii) the  
Amended and Restated Credit Agreement dated as of July 29, 1994 between MAP     
Investment Company, an operating unit of Monsanto, and Gargiulo L.P. shall      
either (x) if the Effective Time shall have occurred, be terminated and any     
loans outstanding thereunder shall be repaid by Gargiulo L.P. in full;          
provided, that if borrowings are outstanding thereunder to finance the          
proposed acquisition of Collier Farms, such borrowings shall be refinanced      
pursuant to the Gargiulo Credit Facility Agreement; or (y) if the Effective     
Time shall not have occurred, be extended to the earlier of the eighth          
anniversary of the Closing Date and the date the Effective Time shall occur     
and be amended to provide that the amount that may be borrowed by Gargiulo      
L.P. thereunder shall be increased to $40 million; provided, however, that $30  
million of the proceeds may be used only to support and implement the branded   
tomato strategy and the remaining $10 million may be used in connection with    
Gargiulo L.P.'s proposed acquisition of Collier Farms or, if such acquisition   
does not occur, then such $10 million shall be used to support and implement    
the branded tomato strategy.                                                    

Representations and Warranties of NTGCo                                       

The Gargiulo Reorganization Agreement contains certain representations and  
warranties of NTGCo relating to, among other things, (a) the due organization,  
valid existence and good standing of NTGCo, the General Partner and Gargiulo    
L.P. and certain similar corporate matters; (b) the authorization, execution,   
delivery and enforceability of the Gargiulo Reorganization Agreement, and       
related matters; (c) conflicts under (i) material                               

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contracts or similar agreements to which the General Partner or Gargiulo is a   
party, (ii) the charters or by-laws of NTGCo or the General Partner, (iii) the  
limited partnership agreement, as amended, of Gargiulo L.P., (iv) any order,    
decree, statute, law, ordinance, rule or regulation applicable to NTGCo, the    
General Partner or Gargiulo L.P.; (d) certain Gargiulo L.P. financial           
statements; (e) litigation; (f) environmental notices; (g) real properties      
held by the General Partner and Gargiulo L.P.; (h) certain agreements,          
contracts and commitments of the General Partner and Gargiulo L.P.; (i) the     
conduct of business by the General Partner and Gargiulo L.P.; (j) the           
corporate and partnership structure of the General Partner and Gargiulo L.P;    
(k) the capitalization of NTGCo and the General Partner; (l) NTGCo's ownership  
of partnership interests in Gargiulo L.P.; and (m) certain environmental        
matters.                                                                        

Representations and Warranties of Stockholders                                

The Gargiulo Reorganization Agreement contains certain representations and  
warranties of each of the stockholders of NTGCo relating to, among other        
things, (a) the due execution, delivery and enforceability of the Gargiulo      
Reorganization Agreement and related matters; (b) conflicts with agreements to  
which such stockholder is a party or under any order, decree, statute, law,     
ordinance, rule or regulation applicable to such stockholder; and (c)           
ownership of such stockholder's share of NTGCo stock.                           

Representations and Warranties of Monsanto and TIA                            

The Gargiulo Reorganization Agreement contains certain representations and  
warranties of each of Monsanto and TIA relating to, among other things, (a)     
the due organization, valid existence and good standing of Monsanto and TIA     
and certain similar corporate matters; (b) the authorization, execution,        
delivery and enforceability of the Gargiulo Reorganization Agreement, and       
related matters; (c) conflicts under (i) the charters or by-laws of Monsanto    
and TIA, and (ii) any order, decree, statute, law, ordinance, rule or           
regulation applicable to Monsanto or TIA; and (d) TIA's ownership of            
partnership interests in Gargiulo L.P.                                          

Representations and Warranties of Calgene                                     

The Gargiulo Reorganization Agreement contains certain representations and  
warranties of Calgene relating to, among other things, (a) the due              
organization, valid existence and good standing of Calgene; (b) the             
authorization, execution, delivery and enforceability of the Gargiulo           
Reorganization Agreement, and related matters; (c) conflicts under (i) the      
charter or by-laws of Calgene, and (ii) any order, decree, statute, law,        
ordinance, rule or regulation applicable to Calgene.                            

Conduct of Business Prior to Dissolution                                      

Prior to the dissolution of Gargiulo L.P., Gargiulo L.P. has agreed to      
operate its business in the ordinary course. Without the prior written consent  
of Monsanto and Calgene, which consent shall not be unreasonably or untimely    
withheld, neither the General Partner nor Gargiulo L.P. shall: (a) engage in    
any commercial practice that is not in the ordinary course of business; (b)     
sell, lease, license or otherwise dispose of any assets of the General Partner  
or Gargiulo L.P., except for sales of produce inventory in the ordinary course  
and consistent with past practice, replacement or retirement of machinery and   
equipment in the ordinary course or additions of machinery and equipment in an  
aggregate amount not to exceed $1 million; (c) subject to certain exceptions,   
create or suffer to be created any mortgage, lien, pledge or encumbrance of     
any kind or other exceptions to title upon the assets of Gargiulo L.P.'s        
business; (d) subject to certain exceptions and except for agreements relating  
to Gargiulo L.P.'s branded tomato strategy which do not exceed $1 million in    
the aggregate, enter into any agreement or commitment having a term in excess   
of one year; (e) enter into any agreement or commitment that materially         
restricts Gargiulo L.P. from carrying on its business as it is presently being  
carried on; (f) merge or consolidate with, or acquire for cash a substantial    
part of the assets or capital stock of, any other company or entity; (g) incur  
any additional indebtedness for money borrowed, except for amounts secured by   
inventory or receivables for working capital, indebtedness incurred to acquire  
property, plant or equipment and secured by the acquired asset, and an          
increase in Gargiulo L.P.'s working capital loan from $17.5 million to $20.0    
million;                                                                        

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(h) with certain exceptions, make loans or otherwise extend credit, including   
by way of guaranty, to any other person; (i) declare or pay any dividend or     
make any other distribution to its shareholders or partners, except for         
distributions in respect of taxes required by the Gargiulo L.P. limited         
partnership agreement, as amended, or redeem any partnership interests from     
its partners or any stock from its shareholders, as the case may be;            
(j) except for certain permitted employment agreements, engage in any           
transaction between Gargiulo L.P. or the General Partner, on the one hand, and  
the officers or employees of Gargiulo L.P. or the General Partner, on the       
other hand, which is not in the ordinary course of business; (k) amend the      
limited partnership agreement of Gargiulo L.P., as amended to date or amend     
the certificate of incorporation or by-laws of the General Partner; (l) make    
any new fixed capital investments, capital leases or noncancellable operating   
leases having annual payments in the aggregate exceeding the amount projected   
to be spent therefor under Gargiulo L.P.'s annual plan for the fiscal year      
ended June 30, 1996; and (m) except for certain employment agreements, enter    
into any contract, agreement, plan or arrangement covering a director, officer  
or employee of Gargiulo L.P. or the General Partner that provides for the       
making of a payment, the acceleration or vesting of any benefits or right or    
any other entitlement contingent upon (i) the transactions contemplated by the  
Gargiulo Reorganization Agreement or (ii) the termination of employment after   
the occurrence of any such contingency if such payment, acceleration or         
entitlement would not have been provided but for such contingency, or amend an  
existing contract, agreement, plan or arrangement to so provide.                

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 

The following unaudited Pro Forma Combined Condensed Balance Sheet as of    
September 30, 1995 and the unaudited Pro Forma Combined Condensed Statements    
of Operations for the three months ended September 30, 1995 and the year ended  
June 30, 1995, give effect to the business combinations involving Calgene II,   
Inc. ("Newco"), Tomato Investment Associates, Inc. and Produce Related          
Technology of Monsanto Company; Gargiulo L.P. and subsidiaries; Collier Farms;  
and Calgene, Inc. accounted for using the purchase method of accounting. The    
Pro Forma Combined Condensed Balance Sheet is presented as if the business      
combinations had occurred on September 30, 1995, and the Pro Forma Combined     
Condensed Statements of Operations are presented as if the business             
combination had occurred as of July 1, 1994. The pro forma information is       
presented for illustrative purposes only and may not be indicative of the       
results that would have been obtained had the transactions actually occurred    
on the dates assumed nor is it necessarily indicative of the future combined    
results of operations. Calgene has retained independent valuation               
professionals to assist in the final determination of the value to be assigned  
to the individual assets acquired including the intangibles and in-process      
research and technology. The valuation and the determination of the final       
purchase price will depend on the number of shares to be issued as well as the  
market price of Newco Common Stock. However, the results of the preliminary     
valuation have been included in the pro forma adjustments to the condensed      
balance sheet.                                                                  

The pro forma combined condensed financial statements should be read in     
conjunction with the historical financial statements and the related notes      
thereto of Calgene II, Inc., Tomato Investment Associates, Inc. and Produce     
Related Technology of Monsanto Company; Gargiulo L.P. and subsidiaries;         
Collier Farms; and Calgene, Inc.                                                

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UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

SEPTEMBER 30, 1995

(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                             PRO FORMA                       PRO FORMA         
                                                        -----------------------         -----------------------
                         NEWCO   TIA   GARGIULO COLLIER ADJUSTMENTS    COMBINED CALGENE ADJUSTMENTS    COMBINED
                         ----- ------- -------- ------- -----------    -------- ------- -----------    --------
                                                                                                               
ASSETS                                                                                                         
Current assets:                                                                                                
 Cash and equivalents...  $ 1  $   --  $   528  $   110  $    --       $    639 $ 2,313  $ 17,000 (c)  $ 19,952
 Short-term invest-                                                                                            
  ments.................  --       --      --       --        --            --    7,922       --          7,922
 Accounts receivable,                                                                                          
  net of allowances.....  --       --   16,109      482       --         16,591   5,047       --         21,638
 Related party receiv-                                                                                         
  ables.................  --       --      --     4,304    (4,304)(e)       --      --        --            -- 
 Inventories............  --       --   10,989    5,622       --         16,611   8,580       --         25,191
 Other current assets...  --       --    2,145      --     (1,252)(b)       893   1,886       --          2,779
                          ---  ------- -------  -------  --------      -------- -------  --------      --------
 Total current assets...    1      --   29,771   10,518    (5,556)       34,734  25,748    17,000        77,482
Property, plant and                                                                                            
 equipment, net.........  --       --   46,019   13,938       --         59,957  22,625       --         82,582
Investment in affili-                                                                                          
 ate....................  --    53,073   1,118      --    (53,073)(a)     1,118     --        --          1,118
Product rights, patents                                                                                        
 and other intangible                                                                                          
 assets, net............           --      --       --        --            --   16,250    21,680 (c)    32,930
                                                                                           (5,000)(c)          
Costs in excess of fair                                                                                        
 values assigned to net                                                                                        
 assets acquired, less                                                                                         
 accumulated                                                                                                   
 amortization...........  --       --      --       --     68,073 (a)    74,966   9,850    57,571 (c)    74,314
                                                            6,893 (f)                     (68,073)(c)          
Other non-current as-                                                                                          
 sets...................           369   2,381       64       --          2,814   1,858      (369)(c)     4,303
                          ---  ------- -------  -------  --------      -------- -------  --------      --------
                          $ 1  $53,442 $79,289  $24,520  $ 16,337      $173,589 $76,331  $ 22,809      $272,729
                          ===  ======= =======  =======  ========      ======== =======  ========      ========

See accompanying notes. 

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UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET, (CONTINUED) 

SEPTEMBER 30, 1995

(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                PRO FORMA                            PRO FORMA          
                                                           -----------------------             ------------------------ 
                          NEWCO   TIA     GARGIULO COLLIER ADJUSTMENTS    COMBINED   CALGENE   ADJUSTMENTS    COMBINED  
                          ----- --------  -------- ------- -----------    --------  ---------  -----------    --------- 
                                                                                                                        
LIABILITIES AND                                                                                                         
 SHAREHOLDERS'/OWNERS'                                                                                                  
 EQUITY AND PARTNERS'                                                                                                   
 CAPITAL                                                                                                                
Current liabilities:                                                                                                    
 Notes payable and                                                                                                      
  current portion of                                                                                                    
  long-term debt........  $--   $    --   $ 3,704  $ 5,594  $  2,000 (d)  $ 10,382  $   8,161   $     --      $  18,543 
                                                                (916)(e)                                                
 Accounts payable.......   --        --     7,641      944       150 (f)     8,735      3,556       2,300 (c)    14,591 
 Amounts due                                                                                                            
  customers/growers.....   --        --     2,108      --        --          2,108      3,803         --          5,911 
 Accrued expenses and                                                                                                   
  other current                                                                                                         
  liabilities...........   --      2,185    3,696    1,435    (1,252)(b)     5,886      7,573       2,567 (c)    16,026 
                                                                (178)(e)                                                
                          ----  --------  -------  -------  --------      --------  ---------   ---------     --------- 
 Total current                                                                                                          
  liabilities...........   --      2,185   17,149    7,973      (196)       27,111     23,093       4,867        55,071 
 Long-term debt.........   --        --    26,609       80    18,000 (d)    44,689     17,454     (13,000)(c)    49,143 
 Long-term debt, related                                                                                                
  party.................   --        --       --     6,220    (6,220)(e)       --         --          --            --  
 Other long term                                                                                                        
  liabilities...........   --      1,304      --       --        --          1,304        --       (1,304)(c)       --  
 Minority interest......   --        --       431      --        --            431        --          --            431 
SHAREHOLDERS'/OWNERS'                                                                                                   
 EQUITY AND PARTNERS'                                                                                                   
 CAPITAL                                                                                                                
 Partners' capital......   --        --    35,100      --    (35,100)(a)       --         --          --            --  
 Owners' equity.........   --        --       --    10,247   (20,000)(d)       --         --          --            --  
                                                               3,010 (e)                                                
                                                               6,743 (f)                                                
 Common stock...........   --        --       --       --        --                        30          30 (c)        60 
 Additional paid-in-                                                                                                    
  capital...............     1    65,378      --       --     50,100 (a)   115,479    223,268     199,970 (c)   423,238 
                                                                                                 (115,479)(c)           
 Accumulated deficit....   --    (15,425)     --       --        --        (15,425)  (187,514)    (67,700)(c)  (255,214)
                                                                                                   15,425 (c)           
                          ----  --------  -------  -------  --------      --------  ---------   ---------     --------- 
 Total                                                                                                                  
  shareholders'/owners'                                                                                                 
  equity................     1    49,953   35,100   10,247     4,753       100,054     35,784      32,246       168,084 
                          ----  --------  -------  -------  --------      --------  ---------   ---------     --------- 
                          $  1  $ 53,442  $79,289  $24,520  $ 16,337      $173,589  $  76,331   $  22,809     $ 272,729 
                          ====  ========  =======  =======  ========      ========  =========   =========     ========= 

See accompanying notes. 

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UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                           PRO FORMA                         PRO FORMA         
                                                      ----------------------            ---------------------- 
                            TIA    GARGIULO  COLLIER  ADJUSTMENTS   COMBINED  CALGENE   ADJUSTMENTS   COMBINED 
                          -------  --------  -------  -----------   --------  --------  -----------   -------- 
                                                                                                               
REVENUES:                                                                                                      
 Product sales..........  $   --   $ 28,609  $   350    $  --       $ 28,959  $  8,812    $   --      $ 37,771 
 Product development....      --        --       --        --            --        300        --           300 
                          -------  --------  -------    ------      --------  --------    -------     -------- 
 Total revenues.........      --     28,609      350       --         28,959     9,112        --        38,071 
COSTS AND EXPENSES:                                                                                            
 Costs of sales.........      --     29,667      802       --         30,469    12,141        --        42,610 
 Research and                                                                                                  
  development...........    1,383       --       --        --          1,383     3,223        --         4,606 
 Selling, general and                                                                                          
  administrative........      444     5,082    1,083       373 (g)     6,982     3,892      1,625 (j)   11,682 
                                                                                             (817)(i)          
                          -------  --------  -------    ------      --------  --------    -------     -------- 
 Total costs and                                                                                               
  expenses..............    1,827    34,749    1,885       373        38,834    19,256        808       58,898 
                          -------  --------  -------    ------      --------  --------    -------     -------- 
OTHER INCOME (EXPENSE)                                                                                         
 Interest, net..........      --       (516)    (246)     (515)(k)    (1,114)     (262)       --        (1,376)
                                                           163 (l)                                             
 Minority interest......      --      1,295      --        --          1,295        22        --         1,317 
 Equity share in net                                                                                           
  income (loss) of                                                                                             
  affiliate.............   (2,696)     (125)     --      2,696 (h)      (125)       (4)       --          (129)
 Other..................      --         83      130       --            213        29        --           242 
                          -------  --------  -------    ------      --------  --------    -------     -------- 
 Total other income                                                                                            
  (expense).............   (2,696)      737     (116)    2,344           269      (215)       --            54 
                          -------  --------  -------    ------      --------  --------    -------     -------- 
 Loss before income                                                                                            
  taxes.................   (4,523)   (5,403)  (1,651)    1,971        (9,606)  (10,359)      (808)     (20,773)
 Provision (benefit) for                                                                                       
  income taxes..........   (1,719)      --       --        --         (1,719)       15      1,719 (m)       15 
                          -------  --------  -------    ------      --------  --------    -------     -------- 
 Net loss...............  $(2,804) $ (5,403) $(1,651)   $1,971      $ (7,887) $(10,374)   $(2,527)    $(20,788)
                          =======  ========  =======    ======      ========  ========    =======     ======== 
 Net loss per share.....  $(2,804)                                  $ (7,887) $  (0.34)               $  (0.37)
                          =======                                   ========  ========                ======== 
 Shares used in the                                                                                            
  calculation of net                                                                                           
  loss per share........        1                                          1    30,250     26,400 (n)   56,650 

See accompanying notes. 

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UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 1995

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                           PRO FORMA                          PRO FORMA         
                                                      ----------------------            ----------------------- 
                            TIA    GARGIULO  COLLIER  ADJUSTMENTS   COMBINED  CALGENE   ADJUSTMENTS   COMBINED  
                          -------  --------  -------  -----------   --------  --------  -----------   --------- 
                                                                                                                
REVENUES:                                                                                                       
 Product sales..........  $   --   $114,052  $25,440    $   --      $139,492  $ 48,972    $   --       $188,464 
 Product development....      --        --       --         --           --      6,459        --          6,459 
                          -------  --------  -------    -------     --------  --------    -------     --------- 
 Total revenues.........      --    114,052   25,440        --       139,492    55,431        --        194,923 
Costs and expenses:                                                                                             
 Cost of sales..........      --     97,744   20,276        --       118,020    53,678        --        171,698 
 Research and develop-                                                                                          
  ment..................    4,729       --       --         --         4,729    15,373        --         20,102 
 Selling, general and                                                                                           
  administrative........    1,915    18,096    5,140      1,490 (g)   26,641    16,081      6,500 (j)    45,817 
                                                                                           (3,405)(i)           
                          -------  --------  -------    -------     --------  --------    -------     --------- 
 Total costs and                                                                                                
  expenses..............    6,644   115,840   25,416      1,490      149,390    85,132      3,095       237,617 
Other income (expense)                                                                                          
 Interest, net..........      --     (1,720)  (1,456)    (2,061)(k)   (4,555)      155        --         (4,400)
                                                            682 (l)                                             
 Minority interest......      --        471      --         --           471       116        --            587 
 Equity share in net                                                                                            
  income (loss) of                                                                                              
  affiliate.............     (941)      416      --      941 (h)         416      (213)       --            203 
 Other..................      --        918    1,091        --         2,009      (944)       --          1,065 
                          -------  --------  -------    -------     --------  --------    -------     --------- 
 Total other income                                                                                             
  (expense).............     (941)       85     (365)      (438)      (1,659)     (886)       --         (2,545)
                          -------  --------  -------    -------     --------  --------    -------     --------- 
Loss before income tax-                                                                                         
 es.....................   (7,585)   (1,703)    (341)    (1,928)     (11,557)  (30,587)    (3,095)      (45,239)
Provision (benefit) for                                                                                         
 income taxes...........   (2,300)      --       --         --        (2,300)       15      2,300 (m)        15 
                          -------  --------  -------    -------     --------  --------    -------     --------- 
 Net loss...............  $(5,285) $ (1,703) $  (341)   $(1,928)    $ (9,257) $(30,602)   $(5,395)    $ (45,254)
                          =======  ========  =======    =======     ========  ========    =======     ========= 
Net loss per share......  $(5,285)                                   $(9,257) $  (1.04)               $   (0.81)
                          =======                                   ========  ========                ========= 
Shares used in the                                                                                              
 calculation of net loss                                                                                        
 per share..............        1                                          1    29,439     26,400 (n)    55,839 

See accompanying notes. 

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NOTES TO UNAUDITED PRO FORMA COMBINEDCONDENSED FINANCIAL STATEMENTS 

1. REORGANIZATION AND MERGER. As of September 30, 1995, Tomato Investment   
Associates, Inc., a wholly-owned subsidiary of Monsanto Company, owns certain   
produce related technology and a 49.9% interest in Gargiulo L.P. and            
Subsidiaries. In connection with the Reorganization described in the following  
paragraph, TIA will acquire the remaining equity interest in Gargiulo L.P.      
(collectively "TIA/Gargiulo").                                                  

In the Reorganization and related Merger, Calgene and TIA will become       
wholly-owned subsidiaries of Calgene II, Inc. ("Newco") Simultaneously, Newco   
will be renamed Calgene, Inc., at which time Monsanto will own common stock     
representing a 49.9% equity interest in Newco (assumed for purposes hereof to   
have an approximate fair market value of $200 million). Prior to the            
completion of the Reorganization, Gargiulo L.P. intends to acquire Collier      
Farms. The acquisitions of TIA, Gargiulo L.P. and Collier Farms will be         
accounted for using the purchase method of accounting.                          

2. TIA ACQUISITION OF GARGIULO L.P. As of September 30, 1995, TIA owns a    
49.9% equity interest in Gargiulo L.P. and will acquire the remaining equity    
interest of Gargiulo L.P. for approximately $50.1 million. The purchase price   
of $50.1 million is based on an option acquired in 1992 from Garguilo L.P. by   
TIA at which time TIA purchased an initial 23% equity interest. The difference  
in Newco's cost to acquire Garguilo L.P. and the price paid by TIA              
approximates $34 million. A separate purchase price allocation has not been     
performed for the TIA/Gargiulo L.P. pro forma adjustments because a complete    
purchase price allocation, including TIA's acquisition of the remaining         
outside equity interest of Gargiulo, will be presented based on the Calgene     
acquisition of TIA/Gargiulo L.P. For purposes of the TIA/Gargiulo L.P. pro      
forma financial information, the excess purchase price has temporarily been     
shown entirely as costs in excess of fair values assigned to net assets         
acquired. Costs in excess of fair values assigned to net assets acquired of     
$68.073 million is determined as follows:                                       

                                                                [Download Table]

                                                               (IN THOUSANDS)
                                                                             
TIA's current investment in Garguilo L.P. ....................    $ 53,073   
Purchase of remaining 50.1% equity interest...................      50,100   
Less Garguilo L.P. net equity.................................     (35,100)  
                                                                  --------   
                                                                  $ 68,073   
                                                                  ========   

3. PROPOSED PURCHASE OF COLLIER FARMS. Prior to the completion of the       
Reorganization, Gargiulo L.P. intends to acquire substantially all the assets   
excluding related party receivables, subject to certain liabilities of Collier  
Farms for $10 million in cash and a $10 million promissory note, plus an earn-  
out payment based upon certain earnings of the combined operations of the       
Partnership in southwest Florida and those being purchased from the Seller.     
The Partnership will also acquire the seller's investment in the 1995-1996      
crop to be calculated at closing and assume liabilities related thereto. The    
acquisition of Collier Farms will be accounted for as a purchase.               

The estimated purchase price consists of the following:                     

                                                                [Download Table]

                                                             (IN THOUSANDS)
                                                                           
Cash (from proceeds under an existing Monsanto credit                      
 facility)..................................................    $10,000    
Promissory note.............................................     10,000    
Investment in 1995-1996 crop................................      5,622    
Estimated acquisition costs, consisting primarily of                       
 financial advisory, legal and accounting fees..............        150    
                                                                -------    
                                                                $25,772    
                                                                =======    

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NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(CONTINUED) 
Certain items affecting the purchase price and the allocation thereof remain
unresolved at this time. A summary of the preliminary purchase price            
allocation is as follows:                                                       

                                                                [Download Table]

                                                               (IN THOUSANDS)
                                                                             
Net assets acquired...........................................    $ 20,003   
Excess purchase price over net assets acquired................       5,769   
                                                                  --------   
                                                                   $25,772   
                                                                  ========   

4. ACQUISITION OF TIA/GARGIULO L.P. As described in Note 1, Monsanto will   
acquire a 49.9% equity interest in Newco with an assumed approximate fair       
value of $200 million in exchange for $30 million in cash (of which $13         
million has been previously advanced at September 30, 1995 pursuant to a        
subordinated promissory note), and 100% ownership in TIA/Gargiulo L.P. and      
certain technology licenses. The acquisition of TIA/Gargiulo L.P. by Newco      
will be accounted for as a purchase.                                            
The estimated purchase price consists of the following:                     

                                                                [Download Table]

                                                             (IN THOUSANDS)
                                                                           
30,143,000 shares of Newco common stock.....................    $200,000   
Estimated acquisition costs, consisting primarily of                       
 financial advisory, legal and accounting fees..............       2,300   
Less cash received..........................................     (30,000)  
                                                                --------   
                                                                $172,300   
                                                                ========   

Certain items affecting the purchase price and the allocation thereof,      
including the outcome of certain litigation, the number of Newco shares to be   
issued and the market value of such shares, remain unresolved at this time. A   
summary of the preliminary purchase price allocation is as follows:             

                                                                [Download Table]

                                                               (IN THOUSANDS)
                                                                             
Net assets acquired...........................................    $ 33,849   
Identified intangible assets..................................      21,680   
Excess purchase price over net assets acquired................      57,571   
In-process research and technology............................      59,200   
                                                                  --------   
                                                                  $172,300   
                                                                  ========   

As of September 30, 1995, Calgene has received $13 million in advances      
toward the $30 million proceeds for Newco Common Stock in the form of a         
subordinated promissory note.                                                   

5. INTANGIBLE ASSETS. Intangible assets include completed technology,       
assembled workforce and costs in excess of fair values assigned to net assets   
acquired. The estimated useful lives are expected to range from 3 to 15 years.  
For presentation purposes, purchased intangibles have been amortized using an   
average 12-year period. Calgene management does not believe that technological  
feasibility of the acquired in-process technology has been established.         
Further, Calgene management believes the acquired technology has no             
alternative future uses. Therefore, the $59.2 million allocated to in-process   
research and technology is required to be immediately expensed under generally  
accepted accounting principles. Such amount is a non-recurring charge related   
to the Reorganization and as such is not reflected in the Pro Forma Statement   
of Operations pursuant to Regulation S-X.                                       

6. PRO FORMA ADJUSTMENTS. Adjustments to the Pro Forma Condensed Combined   
Balance Sheet were made:                                                        

 (a) To record TIA's acquisition of the remaining 50.1% equity interest in
Gargiulo L.P. and eliminate the investment in affiliate and Gargiulo L.P.   
equity accounts.                                                            

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NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(CONCLUDED) 
(b) To eliminate certain intercompany assets and liabilities that will  
not be acquired/assumed.                                                    

(c) To eliminate the costs in excess of fair values assigned to net     
assets recorded by TIA (see (a) above) and record the acquisition and       
allocate the purchase price (based on preliminary appraised values) of      
TIA/Gargiulo L.P. and the receipt of $30 million in cash (less the $13      
million advance) in exchange for Newco Common Stock assumed to have an      
approximate fair market value of $200 million. The accumulated deficit has  
been adjusted for the effect of expensing the in-process research and       
technology. Also, to write-off or reserve for $8.5 million of intangibles,  
leases and related assets that became redundant upon the acquisition of     
TIA/Gargiulo. Such amount is a non-recurring charge related to the          
Reorganization and as such is not reflected in the Pro Forma Statement of   
Operations pursuant to Regulation S-X.                                      

 (d) To record the $10 million, five year promissory note issued and a $10
million advance under an existing credit facility with an affiliate of      
which will be converted into a loan under the Gargiulo Credit Facility      
Agreement upon the Effective Time from Monsanto for the acquisition of      
Collier Farms. The promissory note is payable in 20 equal quarterly         
installments following the closing of the Reorganization. The advance is    
payable in one payment at the end of four years but may be extended to      
eight years based on defined events.                                        

 (e) To eliminate assets and liabilities of Collier Farms that will not be
acquired/assumed as part of the acquisition.                                

(f) To allocate the purchase price of the acquisition of Collier Farms. 

ADJUSTMENTS TO THE PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS 
WERE MADE TO:                                                               

(g) To record the amortization of the additional costs in excess of fair
values assigned to net assets acquired in TIA's acquisition of Gargiulo     
L.P.                                                                        

(h) To eliminate TIA's share of net loss in affiliate.                  

(i) To eliminate the amortization related to (g) above and the          
amortization of the costs in excess of fair values assigned to net assets   
recorded by TIA during the fiscal year ended June 30, 1995.                 

(j) To record the amortization of the purchased intangibles.            

(k) To record interest expense on the $10 million promissory note issued
to Collier Enterprises which bears interest at the prime rate (8.75% at     
September 30, 1995), and the $10 million advance from Monsanto which bears  
interest at the prime rate plus 2% (10.75% at September 30, 1995) at the    
Effective Time.                                                             

(l) To eliminate interest expense related to debt of Collier Farms that 
will not be assumed as part of the acquisition.                             

(m) To eliminate the tax benefit recorded by TIA since the pro forma    
combined net deferred tax asset will be fully offset by a valuation         
allowance.                                                                  

(n) To adjust the shares used in the loss per share calculation for the 
effects of the common stock issued to Monsanto by Newco.                    

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CALGENE II, INC.  

DIRECTORS AND EXECUTIVE OFFICERS                                                

Directors                                                                     

A total of nine directors will be elected to the Newco Board at the         
Effective Time. The one year term of each director is subject in all cases to   
the election and qualification of his successor and to his earlier death,       
resignation or removal. Director compensation has not been determined at this   
time. See "The Reorganization Agreement and Related Agreements--The             
Stockholders Agreement" for a description of the rights of Monsanto to          
designate directors of Newco under certain circumstances.                       

The following table sets forth for each director of Newco that has been     
designated, his name, age, the positions and offices held by him, principal     
occupation, business experience and other directorships. Mr. Stinnett was       
recently involved in a serious automobile accident. If Mr. Stinnett or any      
other director is unable to serve as a director of Newco at the Effective       
Time, a substitute will be designated and elected in accordance with the        
provisions of the Stockholders Agreement. Upon or immediately following the     
Effective Time, pursuant to the Stockholders Agreement, there shall be added    
to the Newco Board a ninth director, who shall be an executive officer of       
Newco.                                                                          

                                                        [Enlarge/Download Table]

NAME OF DIRECTOR         AGE PRINCIPAL OCCUPATION                                                 
----------------         --- --------------------                                                 
                                                                                                  
Robert T. Fraley........  42 President of Ceregen                                                 
Jeffrey D. Gargiulo.....  43 Chairman and Chief Executive Officer of Gargiulo L.P.                
Howard D. Palefsky......  48 President and Chief Executive Officer, Collagen Corporation          
Roger H. Salquist.......  54 Chairman and Chief Executive Officer of Calgene                      
Carl V. Stinnett........  61 Principal, The Northern Group                                        
Allen J. Vangelos.......  63 President and Chief Executive Officer of Calavo Growers of California
Hendrik A. Verfaillie...  50 Executive Vice President of Monsanto                                 
John E. Robson..........  65 Senior Advisor, Robertson, Stephens & Company                        

Mr. Fraley was named President of Ceregen, a strategic business unit of     
Monsanto, in 1995. From 1993 to 1995, Mr. Fraley was Vice President, New        
Products Division, of the Monsanto Agricultural Products Group. From 1990 to    
1993, Mr. Fraley was Vice President, Research and Development, New Products     
Division, of the Monsanto Agricultural Products Group.                          

Mr. Gargiulo has been Chairman and Chief Executive Officer of Gargiulo L.P. 
since 1981 and will be Chairman and Chief Executive Officer of TIA upon the     
Effective Time. Mr. Gargiulo is Chairman of the Produce Marketing Association   
and a Director of NationsBank of Florida, N.A.                                  

Mr. Palefsky has been the President and Chief Executive Officer of Collagen 
Corporation, a medical products company, since 1978. He is also a director of   
Collagen Corporation and Target Therapeutics, Inc., both medical product        
companies.                                                                      

Mr. Salquist has been an executive officer of Calgene since September 1983  
and its Chief Executive Officer since November 1985. Mr. Salquist is a          
director of Collagen Corporation and Chairman of the Board of Directors of      
Celtrix Pharmaceuticals, Inc., both medical products companies.                 

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Mr. Stinnett has been a Principal of the Northern Group, a financial        
partnership which acquires and operates food companies, since July 1990. Mr.    
Stinnett was President of the Campbell Enterprises Division of Campbell Soup    
Company from November 1985 to July 1990.                                        

Mr. Vangelos has been the President and Chief Executive Officer of Calavo   
Growers of California since September 1986, prior to which he held management   
positions at Castle & Cooke, including Vice President and General Manager of    
Processed Products and President of International Diversified Business and      
Fresh Marketing. From 1980 to 1984, he was the Chief Executive Officer of       
Impact Corporate Group, a food brokerage company. Mr. Vangelos was the 1993     
Chairman of the Board of Directors of the Agricultural Council of California    
and a past Chairman of the United Fresh Fruit and Vegetable Association.        

Mr. Verfaillie was appointed an Executive Vice President of Monsanto in July
1995. Prior to this he served as President of The Agricultural Group, Vice      
President and Advisory Director-Monsanto Company, Vice President and General    
Manager, Roundup Division-The Agricultural Group, and Vice President-           
Commercial Development-Monsanto Agricultural Company.                           

Mr. Robson has been a Senior Advisor of Robertson, Stephens & Company since 
1993. From 1989 to 1992 Mr. Robson was Deputy Secretary of the United States    
Treasury. Mr. Robson is also a director of Northrop Grumman Corporation and     
Security Capital Industrial Trust, a real estate investment trust.              

The Mingly Corporation Limited ("Mingly"), a stockholder of Calgene, has the
contractual right to designate a director of Calgene, which designee shall be   
reasonably satisfactory to the Calgene Board in terms of qualifications and     
the absence of any conflict of interest with Calgene. Such right has not been   
exercised to date. If Mingly determines to designate a director, such director  
would serve as a Company Director. See "The Reorganization Agreement and        
Related Agreements--Stockholders Agreement--Composition of Newco Board."        

Executive Officers                                                            

Executive officers are to be elected by the Newco Board annually at its     
meeting of stockholders and hold office until the next annual meeting unless    
they sooner resign or are removed from office.                                  

The following table lists the name, age and position of the executive       
officers of Newco immediately following the Effective Time.                     

                                                                [Download Table]

NAME OF EXECUTIVE OFFICER       AGE POSITION                                   
-------------------------       --- --------                                   
                                                                               
Roger H. Salquist..............  53 Chairman and Chief Executive Officer       
Jeffrey D. Gargiulo............  43 Chairman and Chief Executive Officer of TIA
Michael J. Motroni.............  40 Vice President of Finance & Secretary      

For biographies of Messrs. Salquist and Gargiulo, see "Calgene II, Inc.--   
Directors and Executive Officers--Directors."                                   

Mr. Motroni joined Calgene in August 1983 and became Controller in July     
1986. He was elected Vice President of Finance and Secretary in May 1992.       

See "The Stockholders Agreement--Composition of the Newco Board and Calgene 
Board" for a description relating to arrangements regarding Newco, Monsanto     
and Calgene and the election of certain directors to the Newco Board and the    
appointment of certain executive officers.                                      

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PRINCIPAL STOCKHOLDERS                                                          

The following table sets forth certain information with respect to the pro  
forma beneficial ownership of Common Stock of Newco as of the Effective Time,   
by (i) each person known by Newco to be a beneficial owner of more than 5% of   
the outstanding shares of Calgene Common Stock on September 30, 1995; (ii)      
each director and each executive officer of Newco; and (iii) all directors and  
executive officers of Newco as a group:                                         

                                                                [Download Table]

                                                      SHARES                    
NAME AND ADDRESS                                   BENEFICIALLY   APPROXIMATE   
OF 5% BENEFICIAL OWNER                               OWNED(1)   PERCENT OWNED(2)
----------------------                             ------------ ----------------
                                                                                
Monsanto Company                                                                
 800 North Lindbergh Blvd.                                                      
 St. Louis, MO 63167..............................  31,133,966        49.9      
Travelers Group Inc.                                                            
 and Affiliates 388 Greenwich Street                                            
 New York, NY 10013(3)............................   3,179,179         5.1      

DIRECTORS AND EXECUTIVE OFFICERS                                                
--------------------------------                                                
                                                                                
Roger H. Salquist.................................     219,190           *      
Hendrik A. Verfaillie.............................         --                   
Robert T. Fraley..................................         --                   
Jeffrey D. Gargiulo...............................         --                   
John E. Robson....................................         --                   
Howard D. Palefsky................................      12,000           *      
Carl V. Stinnett..................................      25,000           *      
Allen J. Vangelos.................................      13,000           *      
Michael J. Motroni................................      38,728           *      
All Directors and Executive Officers                                            
 as a group (9 persons)...........................     307,918           *      

--------                                                                        
*  Less than 1%                                                                 
(1) Calgene believes that all beneficial owners named in the table have sole    
voting and investment power with respect to the shares they beneficially
own. The shares shown in the table to be beneficially owned include any 
shares that the person has the right to acquire within 60 days of       
 September 30, 1995, by exercise of any stock option for which Calgene has
knowledge. The shares subject to such options are as follows:           
Mr. Salquist: 184,762; Mr. Palefsky: 12,000; Mr. Stinnett: 24,000; Mr.  
Vangelos: 13,000; Mr. Motroni: 30,317; all executive officers and       
directors as a group: 338,813.                                          
(2) Assuming that there are outstanding 62,267,933 shares of Newco Common       
Stock immediately after the Effective Time.                             
(3) Based on a Form 13G filed on October 10, 1995 with respect to holdings on   
 September 30, 1995. Includes 1,650,509 shares owned by Smith Barney, Inc.
 and 1,528,670 shares owned by Smith Barney Holdings, Inc. Based on a Form
13G received by Calgene on January 23, 1996, Calgene believes that      
 Travelers Group Inc. and Affiliates held an aggregate of 3,386,072 shares
as of December 31, 1995.                                                

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TOMATO INVESTMENT ASSOCIATES, INC.  

INTRODUCTION                                                                    

In December 1992, Monsanto, through its wholly-owned subsidiary, TIA,       
contributed cash totalling approximately $24.6 million and certain technology   
and know-how related to tomatoes to Gargiulo L.P. in exchange for an            
approximately 22% partnership interest in Gargiulo L.P.                         

In July 1994, TIA increased its percentage ownership of Gargiulo L.P. to    
49.9% by paying approximately $27.9 million to the other partners of Gargiulo   
L.P. At the same time, TIA and the other partners of Gargiulo L.P. entered      
into an Option and Retained Interests Agreement pursuant to which (i) TIA       
obtained, for a payment of $5.2 million, the Option to increase its ownership   
interest in Gargiulo L.P. to 82% at a specified price at any time prior to      
January 31, 1996 and (ii) if such Option were exercised, TIA obtained certain   
call rights, and granted certain put rights, exercisable after December 31,     
1999, for TIA to acquire the remaining partnership interests of Gargiulo L.P.   
at a formula price.                                                             

In connection with the Reorganization, Monsanto, TIA and the partners of    
Gargiulo L.P. entered into the Gargiulo Reorganization Agreement pursuant to    
which (i) TIA agreed to exercise its Option to increase its ownership interest  
in Gargiulo L.P. to 82% by paying the option price of $32.1 million to NTGCo,   
which is the other limited partner of Gargiulo L.P., and (ii) TIA agreed to     
purchase the remaining 18% partnership interest in Gargiulo L.P. for a          
purchase price of $18 million. See "The Reorganization Agreement and Related    
Agreements--Gargiulo Reorganization Agreement." On January 31, 1996, TIA        
exercised the Option and acquired the remaining 18% partnership interest in     
Gargiulo L.P. NTGCo is owned 50% by Joseph Procacci and 16.66% each by Dewey    
Gargiulo and his sons, Jeffrey D. Gargiulo and John R. Gargiulo.                

GARGIULO L.P.                                                                   

Overview                                                                      

Gargiulo L.P. engages in the growing, packaging, marketing and distribution 
of tomatoes and strawberries and, to a lesser extent, other fresh fruits and    
vegetables. Gargiulo L.P. also engages in breeding research with respect to     
tomatoes and, to a lesser extent, strawberries. Gargiulo L.P.'s tomato          
producing operations are conducted principally in southwest and northern        
Florida, north central California, Virginia, Puerto Rico and Mexico. Gargiulo   
L.P.'s berry production operations are conducted principally in northern        
California. Tree fruits are grown in Chile, and potatoes, which Gargiulo L.P.   
began producing, packing and distributing for the first time in January 1995,   
are grown in southwest Florida. Gargiulo L.P.'s corporate headquarters are      
located in Naples, Florida.                                                     

Gargiulo L.P.'s predecessor companies (the "Predecessors") began brokering  
tomatoes in southwest Florida in the early 1950's. Operations were              
subsequently expanded to include the production of tomatoes in southwest        
Florida and over the years the Predecessors and later Gargiulo L.P. commenced   
tomato growing operations in northern Florida, northern California, and, in     
order to be able to supply tomatoes in the winter in the event of a freeze in   
Florida, in Puerto Rico. More recently, Gargiulo L.P. entered into a joint      
venture with a company located in Mexico for the production and distribution    
of tomatoes and peppers. In order to be able to supply tomatoes throughout the  
United States and Canada on a year round basis, which will be integral to       
Newco's branded tomato strategy, in 1994, Gargiulo L.P. began the production    
of tomatoes in Virginia.                                                        

In order to diversify the product line, in the early 1980's the Predecessors
commenced an operation to grow, cool, market and distribute strawberries in     
northern California. Gargiulo L.P. acquired interests in companies in Chile in  
1987 for the production, sale and importation into the United States of         
various winter fruits, including nectarines and grapes. Through a relationship  
with a Chilean grower, during the winter months in the United States, Gargiulo  
L.P. also imports and markets raspberries and asparagus.                        

Gargiulo L.P. believes it has managed to achieve recognition among the      
wholesalers, retailers, brokers and food service entities which it serves, as   
a reputable and reliable supplier of tomatoes and berries. Gargiulo L.P.        

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intends to continue to concentrate its efforts in this business and to          
capitalize, whenever possible, on the opportunities to profit in the commodity  
fruit and vegetable business. With its vertically integrated structure,         
management, marketing and research capabilities and its established             
distribution channels, Gargiulo L.P. believes it is well positioned to take     
advantage of opportunities in the commodity fruit and vegetable markets.        

Acquisition of Collier Farms                                                  

Pursuant to the Collier Purchase Agreement, Gargiulo L.P. has agreed to     
acquire substantially all of the assets, subject to the assumption of certain   
specified liabilities, of the produce business conducted by certain affiliates  
of Collier Enterprises (the "Seller") under the trade name of "Collier Farms."  
Collier Farms is an agricultural producer of tomatoes and other vegetables in   
southwest Florida, and engages in the packaging, marketing and distribution of  
those products into the commodity markets. See "--Collier Farms." If the        
Collier Transaction is consummated, the purchase price to be paid by Gargiulo   
L.P. for Collier Farms would be approximately $20 million, payable $10 million  
in cash and $10 million in the form of a purchase money note payable to the     
Seller, maturing on June 30, 2000, subject to reduction in the event Gargiulo   
L.P. assumes certain obligations of the Seller to Prudential Life Insurance     
Company in the approximate amount of $5 million (as adjusted, the "Seller       
Note"), plus the assumption of all expenses incurred by Collier Farms since     
July 1, 1995, which expenses relate to the production of Collier Farms' 1995-   
1996 crop. In addition, Gargiulo L.P. would make an earn-out payment to the     
Seller after the fiscal year ended June 30, 2000, based upon the future         
earnings of the combined southwest Florida operations of Collier Farms and      
Gargiulo L.P. (calculated as if Gargiulo L.P. had not implemented the branded   
tomato strategy). The Seller Note and earn-out payment would be secured by the  
Collier Farms assets being purchased and the Seller Note would be additionally  
secured by certain farmland owned by Gargiulo L.P., all of which is located in  
Collier County, Florida.                                                        

The Collier Purchase Agreement also provides that Gargiulo L.P. will enter  
into a long-term lease with affiliates of the Seller (the "Collier Lease") for  
a minimum of 6,000 acres of farmland in southwest Florida, with the right to    
lease up to an additional 5,000 acres of farmland. The initial term of the      
Collier Lease would be five years and Gargiulo L.P. would be granted three      
options of five years each to extend such lease. The rent to be paid by         
Gargiulo L.P. under the Collier Lease will be a market rate less a small        
discount, which discount increases as more land is leased. The Collier          
Purchase Agreement provides for a closing of the Collier Transaction subject    
to the terms and conditions contained therein by January 31, 1996, which may    
be extended until February 28, 1996. See "--Collier Farms."                     

Products                                                                      

Tomatoes. Gargiulo L.P.'s principal product is fresh tomatoes. For Fiscal   
1995, Gargiulo L.P. packed and shipped approximately 270 million pounds of      
fresh tomatoes, which it produced through its own farming operations, through   
joint ventures or partnerships with other growers or pursuant to contractual    
arrangements with other growers. For Gargiulo L.P.'s and its Predecessors'      
fiscal years ended June 30, 1993, 1994 and 1995, product revenues from          
Gargiulo L.P.'s tomato operations were approximately $44.1 million, $50.3       
million and $60.1 million, representing 54.3%, 50.6% and 52.7%, respectively,   
of Gargiulo L.P.'s total revenues for those fiscal years.                       

Gargiulo L.P.'s tomato operations are vertically integrated with seed       
research, production, packing, repacking, distribution, marketing, and sales    
capabilities. With production available year round from its various locations,  
Gargiulo L.P. believes it is well positioned for consistent year round supply   
of tomatoes to customers throughout the United States and Canada.               

Gas Green Tomatoes. Approximately 90% of the tomatoes produced by Gargiulo  
L.P. during Fiscal 1995 were harvested and processed as green tomatoes. Green   
tomatoes are sorted by grade and size according to specifications promulgated   
by the USDA and are typically packed into 25 pound boxes. The tomatoes are      
then stored at 65(degrees)F in the presence of ethylene gas for one to four     
days. This process allows the tomato to achieve a deep red color acceptable to  
the retail consumer and results in a sufficient shelf-life so that the tomato   
reaches the retail consumer in an acceptable condition. The vast majority of    
tomatoes produced in the United States are harvested green and processed in     
this manner.                                                                    

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Vine Ripened Tomatoes. Gargiulo L.P., through its participation in a joint  
venture with a Mexican partner, has the capability to produce tomatoes which    
are ripened on the vine, packed and then shipped. The relatively arid climate   
in which the Mexican tomatoes are produced, contrasted with the wetter climate  
in which tomatoes are grown in the United States, allows for vine ripening      
which many retail consumers believe results in a better tasting tomato than     
tomatoes which are picked green and ripened off the vine.                       

Branded Tomatoes. In 1993, Gargiulo L.P. commenced market research to       
determine the interests of consumers in a "branded tomato." To be sold as       
branded, a tomato must consistently and uniformly combine all of the            
characteristics and attributes retail consumers generally look for in           
tomatoes, such as pleasing flavor, tempting color, and good size, shape and     
firmness. Gargiulo L.P. is embarking upon a branded tomato program to produce   
and market a premium tomato under the Gargiulo name.                            

The success of the branded tomato strategy will depend in large measure on  
Gargiulo L.P.'s ability (i) to induce customers to identify Gargiulo L.P.'s     
premium tomato with the Gargiulo name, (ii) to induce consumers to pay a        
premium price for that superior tomato, and (iii) to be able to produce and     
deliver that tomato to customers on a consistent, year round basis. Based on    
market research performed by Gargiulo L.P. to date, Gargiulo L.P. believes      
that there is a sufficient customer base willing to pay a premium price for a   
superior tomato to justify the significant amount of money that will be         
required for marketing and advertising necessary to promote the branded         
tomato. Gargiulo L.P. intends to begin the marketing and advertising of its     
branded tomato in the northeast and midwest regions of the United States in     
February 1996. A successful branded tomato program would allow Gargiulo L.P.    
to move a portion of its sales activities from the commodity fruit and          
vegetable business directly to the retail markets. Ultimately, Gargiulo L.P.'s  
strategy is to provide advertising, marketing and promotional services          
directly to the major retail grocery chains, including setting up displays in   
the stores, assisting store management in attractively positioning the          
tomatoes in the produce area, and engaging in related activities pertaining to  
the marketing of fresh tomatoes in the retail sector. Gargiulo L.P. believes    
that retailers would embrace this service because it would contribute to their  
profit. It would benefit Gargiulo L.P. by providing a consistent source of      
sales for Gargiulo L.P.'s tomatoes and by reducing Gargiulo L.P.'s reliance on  
the commodity markets. As one of the few vertically integrated commercial       
fruit and vegetable growers in the industry, Gargiulo L.P. intends to use its   
plant research capabilities, year round supply capabilities, geographic and     
product line diversification, operational skill and professional management to  
enable it to produce tomatoes suitable for sale directly to the retail market.  
There can be no assurance that Gargiulo L.P.'s efforts with the branded tomato  
will be successful. See "Risk Factors--Risks Associated with the Branded        
Tomato Strategy."                                                               

Tomato Production and Packing Locations. Gargiulo L.P. maintains growing    
operations in and around Naples, Florida, Quincy, Florida, Mappsville,          
Virginia, Santa Isabel, Puerto Rico, Firebaugh, California, and Sinaloa State,  
Mexico. Each of these locations has the capability to pack the tomatoes for     
shipment to repackers who put the tomatoes in the various types of packaging    
demanded by the wholesalers, retailers, brokers and food service customers.     
Gargiulo L.P. operates a repacking facility in Palmetto, Florida, in which it   
repacks its own tomatoes, as well as tomatoes grown by other growers. If the    
Collier Transaction is consummated, Gargiulo L.P. will acquire a repack         
operation in Immokalee, Florida. In such event, Gargiulo L.P. intends to        
discontinue its repack operations in Palmetto, Florida. Gargiulo L.P.,          
together with its Mexican joint venture partner, maintains a distribution       
center in Nogales, Arizona for the distribution of tomatoes grown in Mexico by  
the joint venture.                                                              

Set forth below is a table which illustrates Gargiulo L.P.'s ability, by    
location, to produce tomatoes on a year round basis. The table also indicates,  
for the last growing season at each location, the approximate net acres farmed  
by Gargiulo L.P. by location, the approximate number of pounds of tomatoes      
produced by Gargiulo L.P. and those produced by contract growers. The figures   
set forth below may not be indicative of future results.                        

                                                                [Download Table]

                                                  COMPANY    CONTRACT 
                                LAST    COMPANY    FARMED     FARMED  
                    MONTHS IN  GROWING  FARMED   PRODUCTION PRODUCTION
LOCATION            PRODUCTION SEASON  NET ACRES  (POUNDS)   (POUNDS) 
--------            ---------- ------- --------- ---------- ----------
                                                                      
Quincy, Florida....  July-Nov     1995     282   11,887,150 10,491,075
Naples, Florida....   Aug-May  1994/95   1,557   65,808,821 39,777,325

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                                                                [Download Table]

                                                       COMPANY    CONTRACT 
                                     LAST    COMPANY    FARMED     FARMED  
                         MONTHS IN  GROWING  FARMED   PRODUCTION PRODUCTION
LOCATION                 PRODUCTION SEASON  NET ACRES  (POUNDS)   (POUNDS) 
--------                 ---------- ------- --------- ---------- ----------
                                                                           
Sinaloa State, Mexico...  Sept-Apr  1994/95     338   15,415,156        -- 
Puerto Rico.............   Oct-Mar  1994/95     420   17,212,650        -- 
Quincy, Florida.........  Mar-June     1995     255   11,175,025 10,554,425
Firebaugh, California...   Apr-Oct     1995   2,959   57,594,160  3,145,015
Mappsville, Virginia....   Apr-Oct     1995     393   19,848,300        -- 

Berries. During Fiscal 1995, Gargiulo L.P. grew approximately 3.8 million   
flats of fresh strawberries and cooled approximately 7.7 million flats of       
fresh strawberries through its own farming operations and pursuant to           
relationships with contract growers. On a smaller scale, Gargiulo L.P. also     
cools and markets raspberries, grown by itself and others, and blackberries     
and blueberries grown by others.                                                

For the fiscal years ended June 30, 1993, 1994 and 1995, product revenues   
from Gargiulo L.P.'s berry operations were approximately $9.5 million, $20.8    
million, and $23.4 million, respectively, representing approximately 11.7%,     
20.9% and 20.5%, respectively, of Gargiulo L.P.'s total revenues for those      
fiscal years.                                                                   

Berry Production, Cooling and Warehousing Locations. Set forth below is a   
table which illustrates Gargiulo L.P.'s ability, by location, to produce        
berries. The table also indicates, for the last growing season at each          
location, the approximate net acres farmed by Gargiulo L.P. by location, the    
approximate number of flats of berries produced by Gargiulo L.P. and those      
produced by contract growers. The figures set forth below may not be            
indicative of future results.                                                   

                                                                [Download Table]

                                         LAST    COMPANY   COMPANY    CONTRACT 
                             MONTHS IN  GROWING  FARMED     FARMED     FARMED  
LOCATION                     PRODUCTION SEASON  NET ACRES PRODUCTION PRODUCTION
--------                     ---------- ------- --------- ---------- ----------
                                                                               
Naples, Florida.............  Aug-May   1994/95     64       63,750        --  
Oxnard, California..........  Feb-Apr      1995    103      369,937    313,161 
Santa Maria, California.....  Feb-Apr      1995     90      325,465        --  
Watsonville, California.....  May-Nov      1995    661    3,087,101  2,081,576 

Other Products                                                                

Potatoes. In Fiscal 1995, Gargiulo L.P. grew and cultivated its first crop  
of red potatoes in southwest Florida. The potatoes were subsequently harvested  
during the winter months of Fiscal 1995. Gargiulo L.P.'s strategy is to         
position itself to produce and market high quality fresh red potatoes during    
the winter to take advantage of market timing and potentially stronger prices   
in competition with potatoes obtained from storage by other producers.          

Peppers. During Fiscal 1995, Gargiulo L.P., as part of its joint venture    
with a Mexican grower, produced and distributed red, yellow and green peppers   
from Mexico from January through May. This represented Gargiulo L.P.'s initial  
attempt to produce and distribute peppers.                                      

Chilean Winter Fruits. Since the mid 1980's, Gargiulo L.P. and the          
Predecessors have imported and sold during the winter in the United States,     
apricots, asparagus, grapes, nectarines, pears, plums and raspberries from      
Chile and other South and Central American countries. Gargiulo L.P., through    
its Chilean subsidiary, has interests, together with its Chilean partners, in   
grape vineyards and nectarine orchards located in Chile. Gargiulo L.P.'s focus  
is on importing and distributing high quality fruit during the winter months    
in the United States and Canada.                                                

Marketing, Sales and Distribution                                             

Organization. Gargiulo L.P.'s marketing and sales efforts are principally   
focused on the sale of tomatoes in the commodity markets. Marketing and sales   
efforts are principally conducted by a telemarketing group.                     

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Pricing is typically based on factors such as USDA grade designation and fruit  
size. The appearance of blemishes and other visual defects on the fruit         
influences the USDA grade designation. In general, a greater number of defects  
results in a lower grade and a lower price. Also, larger fruit commands a       
higher price. Gargiulo L.P. generally makes weekly commitments for price,       
though it sometimes enters into longer term fixed price contracts with respect  
to berries.                                                                     

The sales group is currently focused on two principal products: (i) tomatoes
and vegetables; and (ii) berries and Chilean winter fruit. The principal        
tomato customers for Gargiulo L.P.'s products are wholesalers, repackers and    
brokers. A relatively small portion of tomatoes are sold directly to retailers  
and food service accounts. The berry and fruit sales are somewhat more skewed   
towards retail supermarkets and larger food service distributors and to a       
lesser extent to wholesalers.                                                   

Gargiulo L.P. has created a new marketing and sales group for the consumer  
branded tomato program. The focus of this group is initially to conduct market  
research to determine the viability and the direction of the branded program.   
Upon implementation of the branded tomato strategy, this group will be          
involved with the advertising program for the branded tomatoes, as well as      
with the direct marketing of branded tomatoes to retailers and food service     
accounts.                                                                       

Customers. During Fiscal 1995, no customer comprised more than 3% of        
Gargiulo L.P.'s sales in any product area except for potatoes, which is         
described in more detail below.                                                 

The geographical distribution of Gargiulo L.P.'s sales is weighted to the   
southeast and northeast portions of the United States. In Fiscal 1995,          
Gargiulo L.P.'s top twenty customers accounted for approximately 20% of its     
total sales revenue. Thirteen of such customers were wholesalers/repackers,     
five were retail supermarkets and two were food service accounts.               

Gargiulo L.P. believes that during Fiscal 1995 approximately 30% of its     
sales of berries were made to retail chain supermarkets, approximately 20%      
were made to wholesale grocers, 10% were made to food service distributors,     
approximately 30% are made to receivers and jobbers and 10% were sold to        
others.                                                                         

In Fiscal 1995, Gargiulo L.P. entered into an arrangement to supply red     
potatoes to Green Giant, a unit of Pillsbury, Inc. In the fiscal year ending    
June 30, 1996, Gargiulo L.P. intends to market red potatoes through its own     
marketing group.                                                                

Virtually all of the produce sold or otherwise distributed by Gargiulo L.P. 
is shipped by truck. The tomatoes produced in Puerto Rico and sold in the       
continental United States and/or Canada are shipped by boat to the United       
States, and then distributed by truck. Berries and asparagus produced in South  
and Central America are air freighted to the United States. Other products      
from Chile are shipped by boat to the United States. Tomatoes and berries are   
generally sold in the open market free-on-board (F.O.B.) packing house.         

Competition                                                                   

Tomatoes. The tomato industry is characterized by numerous competitors.     
Gargiulo L.P. believes that a small group of participants produces over one-    
third of the tomatoes sold in the United States. Of these major producers,      
only Gargiulo L.P. has a presence in each of Florida, Virginia, Puerto Rico,    
California and Mexico. Gargiulo L.P. believes that because of the ease of       
entry into and exit from the fresh tomato market, there are a large number of   
competitors, and their identity may change from one growing season to the       
next. In addition, Gargiulo L.P. believes it will face increasing competition   
from Mexico due to the favorable climate and low labor costs. See "Risk         
Factors--Competition."                                                          

Berries. The berry industry is also characterized by a small number of      
significant producers, including Gargiulo L.P., and numerous smaller            
competitors. The principal product in the berry industry is strawberries,       
followed by raspberries and blackberries.                                       

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Trademarks and Licenses                                                       

Gargiulo L.P. has federally registered the trademark NTGargiulo and is in   
the process of registering the trademark "Gargiulo" and "Gargiulo Farms."       
Applications for these trademarks are also pending in Canada, Mexico and        
Puerto Rico. Gargiulo L.P. may also seek registration of other trademarks in    
connection with its branded tomatoes. Gargiulo L.P. also maintains state        
trademark registrations in Florida for the names "Beefstake" and "Neapolitan    
Brand." Gargiulo L.P. maintains a state trademark registration for "Sunpic" in  
Virginia.                                                                       

Research and Development                                                      

Gargiulo L.P. began investing in research and development in the early      
1980's through its affiliate, BHN Joint Venture ("BHN"). At its inception, the  
primary focus of the research and development effort was the seed development   
program, designed to increase tomato yield and increase fruit size. The seed    
development program was the precursor to Gargiulo L.P.'s current research with  
respect to developing a tomato with the sufficient attributes to qualify for    
the branded tomato program. Research efforts remain concentrated on obtaining   
better yield per acre, and producing a tomato with attributes such as better    
taste, texture and color. Other tomato research goals include the development   
of tomatoes which are resistant to insects, fungal and bacterial disease,       
which have high temperature fruit set and which have improved flavor, firmness  
and color, and the development of seeds designed to grow best in the diverse    
climatic areas in which Gargiulo L.P. operates. The research program has        
produced varieties that are grown by Gargiulo L.P. and which Gargiulo L.P.      
believes have resulted in higher yields per acre than varieties available from  
competing seed companies. This is accomplished through cross breeding and       
selection of various trait combinations to produce parent seeds which can be    
used to produce hybrid plants which have the desired characteristics. Gargiulo  
L.P. entered into a Development/License Agreement with Monsanto dated as of     
December 23, 1992, for the purpose of developing transgenic tomatoes for        
commercial application. To date research relating to the transgenic tomato has  
not yielded a tomato with a longer shelf life which can be produced on a        
commercially feasible basis.                                                    

Gargiulo L.P. believes that one of the competitive strengths of its tomato  
research effort lies in the ownership of its own seed production facility in    
Chile and its tight linkage to its commercial operations. This affords          
Gargiulo L.P. the opportunity to screen large numbers of potential commercial   
varieties in commercial field trials with direct feedback from the market.      

Gargiulo L.P. also conducts research on strawberries, although to a         
significantly lesser extent than its research on tomatoes. Current strawberry   
research efforts are concentrated in attempting to develop a proprietary        
variety with improved taste and yield. Gargiulo L.P. currently estimates that   
it is at least two years from developing a commercially marketable variety and  
there can be no assurance that such a variety can actually be developed.        

For the fiscal years ended June 30, 1993, 1994 and 1995, Gargiulo L.P.      
incurred research and development expenses of approximately $2.2 million, $3.5  
million, and $3.9 million, respectively, which included approximately $1.6      
million in each such year, except $800,000 in 1993, related to the Development  
Agreement with Monsanto. While Gargiulo L.P. believes its research program has  
yielded important benefits, the future success of the research is unknown and   
is subject to substantial risk. See "Risk Factors--Risks Relating to Newco."    

Patents and Trade Secrets                                                     

Gargiulo L.P. considers its tomato germplasm technology, which is needed in 
the production of its proprietary hybrid tomato seed, to be trade secrets.      
Gargiulo L.P. attempts to protect such trade secrets by use of security         
measures with its key research employees. There is no assurance that Gargiulo   
L.P. will be successful in protecting these valuable trade secrets or that      
others will not develop tomato seeds having equal or superior characteristics.  

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Government Regulations                                                        

The federal regulatory agencies most involved in the predominant business of
Gargiulo L.P.--the production and marketing of fresh fruit and vegetables--are  
the USDA and the FDA. The USDA sets standards for raw produce and governs its   
inspection and certification. Under the Perishable Agricultural and             
Commodities Act ("PACA"), the USDA exercises broad control over the marketing   
of produce in domestic and foreign commerce, sets standards of fair conduct as  
to representations, sales, delivery, shipment and payment for goods and         
regulates the licensing of produce merchants and brokers. Gargiulo L.P.'s       
growing operations are also subject to substantial oversight by the             
Environmental Protection Agency (the "EPA") in matters ranging from the use of  
fertilizers and pesticides to the condition of farmland and wetlands            
protection. Of particular concern in this regard is the current investigation   
by the EPA and other environmental regulators into the possible harmful         
effects on the ozone layer of methyl bromide, a chemical widely used by         
Gargiulo L.P. and other agricultural producers.                                 

In its more specialized research operations (primarily through BHN),        
Gargiulo L.P. is subject to the coordinated oversight of the USDA, the FDA and  
the EPA. These agencies have joint authority over all phases of the             
development of certain genetically engineered plants, from research and         
commercial applications through growing and transportation. The USDA also has   
specific authority, under the Federal Seed Act, to oversee the quality and      
labelling of commercial seed products, such as those developed by BHN.          

Through its extensive use of farm labor in its growing operations, Gargiulo 
L.P. is subject to supervision by the United States Department of Labor, under  
both the Fair Labor Standards Act and the Occupational Safety and Health Act;   
and the prevalence of foreign workers in this sector of Gargiulo L.P.'s work    
force necessarily involves oversight by the Immigration and Naturalization      
Service.                                                                        

Almost every aspect of federal regulation is accompanied by regulation on   
the state level, in each jurisdiction where Gargiulo L.P. has growing and/or    
research operations. In particular in Florida, the South Florida Water          
Management District regulates surface water management and irrigation water     
withdrawals. Gargiulo L.P. must also, in its Mexican operation, comply with     
the requirements of Mexican law, most importantly Mexico's environmental        
protection law.                                                                 

Employees                                                                     

As of June 30, 1995, Gargiulo L.P. employed approximately 2,200 people, of  
whom 200 were salaried full-time employees, 217 were full-time hourly farm and  
packing house personnel, 8 were part-time employees, and approximately 1,775    
were seasonal workers. Gargiulo L.P. believes relations with its employees are  
good. None of Gargiulo L.P.'s work force is presently unionized, although       
there is no assurance that unions, especially for farm workers, may not         
attempt to unionize Gargiulo L.P.'s workers in the future.                      

Properties                                                                    

Gargiulo L.P.'s principal properties presently consist of its executive     
offices and sales offices and related packing facility located in Naples,       
Florida; the BHN research facility in Bonita Springs, Florida; tomato packing   
facilities in Palmetto, Florida; Quincy, Florida; Mappsville, Virginia; Santa   
Isabela, Puerto Rico; and Firebaugh, California; administrative offices in      
Watsonville, California; a sales office in Nogales, Arizona; and various owned  
and leased farmland. Gargiulo L.P. owns or leases farmland in and around        
Naples and Quincy, Florida; Watsonville, Oxnard, Santa Maria and Firebaugh,     
California; Mappsville, Virginia; Santa Isabela, Puerto Rico; and Sinaloa       
State, Mexico. See the tables included in "--Products" above for additional     
information concerning the properties of Gargiulo L.P.                          

Gargiulo L.P. primarily grows tomatoes and potatoes in and around the       
Naples, Florida area and primarily grows tomatoes on its properties in and      
around Mappsville, Virginia; Santa Isabela, Puerto Rico; Firebaugh,             
California; and Sinaloa State, Mexico, although peppers and other vegetables    
are also grown in Sinaloa State,                                                

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Mexico. Gargiulo L.P. primarily grows strawberries and raspberries on its       
properties in Watsonville, Santa Maria and Oxnard, California.                  

The majority of Gargiulo L.P.'s farmland is leased pursuant to relatively   
short-term leases. Thus, the amount of farmland leased in any of the            
geographic areas in which Gargiulo L.P. operates can vary from growing season   
to growing season.                                                              

In the event the Collier Transaction is successfully completed, Gargiulo    
L.P. believes it will be in a position to sell certain property owned by        
Gargiulo L.P. located in Collier County, Florida.                               

Internal Control Systems                                                      

Gargiulo L.P. and its predecessors were for many years private companies    
controlled by the Gargiulo family and related parties. Internal control         
systems of Gargiulo L.P. are considered adequate to identify material           
misstatements in reporting financial statements. However, such systems could    
be strengthened in several areas, including the segregation of duties in key    
processes, such as procurement, payroll and cash, control over farm spending    
as well as inadequate separation of Gargiulo L.P. business activities from      
other Gargiulo family interests. While management of Gargiulo L.P. exercises a  
high level of control, management is taking steps to improve such controls.     

Legal Proceedings                                                             

Gargiulo L.P. is a defendant in two pending cases which involve personal    
injury claims relating to a vehicle accident in which numerous migrant labor    
workers being transported to the farm of Gargiulo & Dresick Associates (which   
was being farmed under contract by Dresick Farms, Inc.) were killed or          
injured. The two cases, Alvertano Alberto Jiminez; et. al. v. Gargiulo &        
Associates; Pat Kreger, Inc., Manuel Vega; Robles Rios; Jesus Loza and Samuel   
Santiago Vazquez, and Jose Vasquez; et. al. v. Gargiulo & Associates; Pat       
Kreger, Inc., Manuel Vega; Robles Rios; Jesus Loza and Samuel Santiago          
Vazquez, were both filed on October 18, 1995, in the United States District     
Court for the Eastern District of California. The company hiring and            
transporting such farm workers was Pat Kreger, Inc., an independent contractor  
engaged by Dresick Farms, Inc. to arrange for migrant farm labor for the farm.  
The plaintiffs allege that the vehicle in question was in violation of one or   
more federal and state safety regulations governing farm labor vehicles. The    
plaintiffs are seeking general damages, including compensation for pain and     
suffering; special damages, including past, present and future medical          
expenses; compensation for the loss of past and future income; and punitive     
damages in an unspecified amount. Gargiulo L.P.'s insurance carriers have been  
contacted regarding these lawsuits. It has not yet been determined whether      
Gargiulo L.P.'s insurance will be sufficient to cover these claims, if any.     
Gargiulo L.P. intends to vigorously defend itself against these claims.         
Otherwise, Gargiulo L.P. currently is not a party to any pending legal          
proceedings, other than ordinary routine litigation incidental to its           
business.                                                                       

Certain Relationships and Related Transactions                                

Gargiulo L.P. has numerous business relationships with affiliates. See      
"Related Party Transactions."                                                   

Management's Discussion and Analysis of Financial Condition and Results of    
Operations                                                                      

Overview                                                                    

Gargiulo L.P. evolved from the consolidation, on December 23, 1992, of      
several ventures held by four individuals and Tomato Investment Associates,     
Inc., a wholly-owned subsidiary of Monsanto. Prior to the formation of          
Gargiulo L.P., the financial statements of the entities owned by the four       
principals (collectively, the "Predecessor Company") were combined because      
they were under common control and management.                                  

Gargiulo L.P. is an agricultural producer, primarily of tomatoes and        
strawberries, and is also engaged in various business activities related to     
the packing, marketing, brokering, warehousing, distribution and breeding       
research of fresh market vegetables and fruit.                                  

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Results of Operations                                                       

The following table sets forth, for the periods indicated, certain items in 
Gargiulo L.P.'s consolidated/combined statements of operations expressed as a   
percentage of sales:                                                            

                                                                [Download Table]

                                                                  THREE       
                                                                 MONTHS       
                                                                  ENDED       
                                                YEAR ENDED      SEPTEMBER     
                                                 JUNE 30,          30,        
                                12 MONTHS ENDED ------------   -------------  
                                 JUNE 30, 1993  1994   1995    1995    1994   
                                --------------- -----  -----   -----   -----  
                                                                              
Revenues:                                                                     
 Product Revenues:                                                            
  Tomatoes.....................       54.3%      50.6%  52.7%   37.1%   45.3% 
  Strawberries.................       11.7       20.9   20.5    35.3    28.4  
  Other........................        7.5        7.3    7.7     7.1     6.5  
 Service Revenues:                    26.5       21.2   19.1    20.5    19.8  
                                     -----      -----  -----   -----   -----  
    Total Revenues.............      100.0      100.0  100.0   100.0   100.0  
                                     =====      =====  =====   =====   =====  
Cost of Revenues:                                                             
 Product Costs:                                                               
  Tomatoes.....................       41.3       45.1   48.3    52.0    40.9  
  Strawberries.................       10.3       19.4   21.9    36.7    29.2  
  Other........................        7.7        6.6    6.6     6.9     5.4  
 Service Costs.................       12.4       11.3    8.9     8.1    10.1  
                                     -----      -----  -----   -----   -----  
    Total Cost of Revenues.....       71.7       82.4   85.7   103.7    85.6  
                                     -----      -----  -----   -----   -----  
Gross profit (loss)............       28.3       17.6   14.3    (3.7)   14.4  
Selling, general and                                                          
 administrative expenses.......       20.2       15.5   15.9    17.7    13.4  
                                     -----      -----  -----   -----   -----  
Operating Income (loss)........        8.1        2.1   (1.6)  (21.4)    1.0  
Other income (expense), net....       (1.7)      (1.8)  (0.3)    3.0    (1.5) 
Equity share of net income                                                    
 (loss) of unconsolidated                                                     
 affiliates....................        0.0        0.0    0.4    (0.5)    0.0  
Benefit from income taxes......        0.2        0.1    0.0                  
                                     -----      -----  -----   -----   -----  
    Net income (loss)..........        6.6%       0.4%  (1.5%) (18.9%)  (0.5%)
                                     =====      =====  =====   =====   =====  

Fiscal Quarter Ended September 30, 1995 Compared to the Fiscal Quarter Ended  
September 30, 1994                                                              

Revenues                                                                    

Revenues for the first quarter of the 1996 fiscal year (the three month     
period ending September 30, 1995) were $28.6 million, a 4.0% increase from the  
corresponding quarter in the previous fiscal year. Tomato sales decreased 15%   
to $10.6 million from $12.5 million, as lower prices were only partially        
offset by increased volumes in both Virginia and California. The higher         
volumes resulted primarily from an increase in acres harvested for the three    
months ended September 30, 1995 compared with those for the comparable period   
in 1994.                                                                        

Berry revenues increased 29.5% to $10.1 million from $7.8 million due to an 
increase in flats harvested of approximately 300,000, or 21%, as a result of    
increased acreage in the quarter ended September 30, 1995.                      

Service revenues increased 7.5% to approximately $5.9 million due to the    
increased tomato volumes in California and Virginia, partially offset by lower  
berry volumes from outside growers.                                             

Cost of Revenues                                                            

Cost of revenues in the quarter ending September 30, 1995 increased by 26.1%
to $29.7 million from $23.5 million. The increase in cost of revenues resulted  
from increased volume and acreage of tomatoes in Virginia and California, and   
increased berry farming acreage in California. Yields in California for both    
tomatoes and berries were lower than in the prior year's quarter, increasing    
costs per unit. Gross profit decreased by $5.0 million, falling to a negative   
(3.7%) from 14.4% in the corresponding quarter of fiscal year 1995. $4.6        
million of this decrease occurred in Gargiulo L.P.'s California tomato          
operations, with the remainder occurring in Virginia.                           

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Selling, General & Administrative Expenses                                  

Selling, General & Administrative expenses for the quarter ending September 
30, 1995 were $5.1 million, or 17.7% of revenues, up from $3.7 million, or      
13.4% of revenues in the comparable prior period. This increase resulted from   
expenditures related to the initial stages of the Gargiulo L.P.'s branded       
tomato strategy.                                                                

Interest Expense                                                            

Interest expense increased to $605,000 from $383,000 in the prior year      
quarter. This increase was due both to increased borrowings and higher          
interest rates.                                                                 

Minority Interest Income (Expense)                                          

Income from minority interests was $1.3 million during the quarter ended    
September 30, 1995, versus expense of $0.3 million in the prior year period.    
The income from minority interests in the current period resulted primarily     
from a $3.6 million loss incurred by Gargiulo L.P.'s tomato operation in        
California. Expense from minority interests in the quarter ending September     
30, 1994 primarily resulted from income earned during the period from the same  
California tomato operation.                                                    

Liquidity & Capital Resources                                               

Net cash provided from operations in the three month period ending September
30, 1995 was $2.3 million. Contributing to this amount were reductions in       
receivables of $8.0 million and inventories of $1.5 million, as well as         
depreciation and amortization expense of $1.2 million. These were partially     
offset by the net loss for the period of $5.4 million and a reduction in        
accounts payable, accrued expenses and amounts due to growers of $2.3 million.  

Capital expenditures in the period totalled $4.3 million.                   

$0.5 million of cash was generated from financing activities. $3.6 million  
of cash was raised through a financing, in the form of a lease obligation,      
related to an aircraft acquisition. This was offset by repayments of term-      
notes and capital lease obligations, and a reduction in the outstanding line    
of credit balance, which collectively totalled $3.1 million.                    

Fiscal 1995 Compared to Fiscal 1994                                           

Revenues                                                                    

Revenues in Fiscal 1995 increased 14.6% to $114.1 million from $99.5 million
in the year ended June 30, 1994 ("Fiscal 1994"). Tomato sales increased 19.5%   
to $60.1 million from $50.3 million, primarily due to production gains in       
Quincy, Florida and Puerto Rico, coupled with improved fresh tomato prices in   
Quincy and Puerto Rico, and first time production in Virginia and Mexico. The   
increase in production in Quincy and Puerto Rico was in response to a loss of   
third party tomato volume and the need to maintain packing house efficiency.    
New production in Virginia reflected Gargiulo L.P.'s desire to supply existing  
East Coast customers with product during the summer months. The addition of a   
Mexican operation afforded Gargiulo L.P. an opportunity to supply West Coast    
markets and to insure supply when Florida production is down. A decrease in     
Naples fresh tomato production was offset by a slight improvement in price      
when comparing Fiscal 1995 to Fiscal 1994. The increase in tomato production    
in Fiscal 1995 was slightly offset by a 17.7% decrease to $12.6 million from    
$15.4 million in repack operations.                                             

Sales of fresh strawberries increased 12.1% to $23.4 million from $20.8     
million due to an increase in strawberry production of approximately 400,000    
flats. The increase in flat production was due primarily to an increase in      
acreage farmed in California.                                                   

Other product revenues increased 20.3% to $8.8 million from $7.3 million due
to the addition of potato and pepper product lines in Fiscal 1995.              

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Service revenues remained relatively flat, increasing only $700,000 to $21.7
million in Fiscal 1995 from $21.0 million in Fiscal 1994. This modest increase  
reflects the net result of an increase in strawberry cooling charges per flat,  
off-set by a reduction in tomato packing charges resulting from fewer boxes     
packed for third party growers.                                                 

Cost of Revenues                                                            

Cost of revenues in Fiscal 1995 increased 19.2% to $97.7 million from $82.0 
million in Fiscal 1994. Gargiulo L.P.'s gross profit in Fiscal 1995 was 14.3%,  
compared to 17.6% in Fiscal 1994. This increase in cost was primarily due to    
costs associated with the increase in Gargiulo L.P.'s production of fresh       
tomatoes and strawberries. While production levels did increase from Fiscal     
1994 to Fiscal 1995, the decline in Gargiulo L.P.'s gross profit percentage     
was attributable to start-up operations in Virginia during 1995, with lower     
than normal margins, operating problems in the repack operations during 1995    
and tomato production shortfalls in California because of weather, virus and    
operating problems.                                                             

Selling, General and Administrative Expense                                 

Selling, general and administrative expenses were $18.1 million in Fiscal   
1995, a 17.7% increase from $15.4 million in Fiscal 1994. This increase was     
principally due to Gargiulo L.P.'s increased level of operations. As a          
percentage of total revenue, selling, general and administrative expenses were  
15.9% and 15.5% in Fiscal 1995 and 1994, respectively. Selling, general and     
administrative expenses as a percentage of sales increased slightly due to an   
increase in general and administrative expenses necessary to support Gargiulo   
L.P.'s expansion. Gargiulo L.P. is planning to enter into a branded tomato      
market in Fiscal 1996 which is likely to result in significant initial          
marketing, promotion, distribution and selling expenses.                        

Interest (Expense) Income, Net                                              

Fiscal 1995 interest expense, net of interest income, was $1.7 million, a   
97.9% increase over Fiscal 1994 interest expense, net of interest income, of    
$0.9 million. The increase was due to an increase of $8.5 million in the        
average borrowings outstanding during Fiscal 1995 as compared to Fiscal 1994    
and an increase in the weighted average interest rate charged on such           
borrowings from 6.1% to 7.8%.                                                   

Fiscal 1994 Compared to Fiscal 1993                                           

Revenues                                                                    

Revenues in Fiscal 1994 increased 22.5% to $99.5 million from $81.2 million 
for the 12 months ended June 30, 1993 ("Fiscal 1993"). Tomato sales increased   
14.1% to $50.3 million from $44.1 million, primarily due to new operations in   
California and an aggregate increase of 9.5 million pounds from the Naples and  
Puerto Rico operations. Offsetting the increase in tomato production were       
significant decreases in the market price of tomato crops from Naples and       
Quincy. In addition, repack operations in Fiscal 1994 increased 22.7% to $15.4  
million from $12.5 million for Fiscal 1993. This increase was primarily due to  
a 5.9 million pound increase in repack operations in Fiscal 1994 versus Fiscal  
1993.                                                                           

Fresh strawberry sales increased 118.9% to $20.8 million in Fiscal 1994 from
$9.5 million in Fiscal 1993 due to an increase in fresh strawberry production   
of 1.6 million flats and an increase in market prices.                          

Other product revenues increased 20.7% from $6.0 million in Fiscal 1993 to  
$7.3 million in Fiscal 1994. This increase was principally due to additional    
seed sales by BHN to a new customer in California.                              

Service revenues remained relatively constant, decreasing $500,000 to $21.0 
million in Fiscal 1994 from $21.5 million in Fiscal 1993. The reduction in      
service revenues was the net result of a 1.2 million decrease in boxes packed   
for third party tomato growers, which was partially off-set by a 4.5 million    
increase in flats processed for third party strawberry growers.                 

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Cost of Revenues                                                            

Cost of revenues in Fiscal 1994 increased 40.7% to $82.0 million from $58.3 
million in Fiscal 1993. Gargiulo L.P.'s gross profit in Fiscal 1994 was 17.6%,  
compared to 28.3% in Fiscal 1993. This increase in cost was primarily due to    
costs associated with the increase in Gargiulo L.P.'s production of fresh       
tomatoes and strawberries. Additionally, the decline in gross profit in Fiscal  
1994 to 17.6% from 28.3% in Fiscal 1993 is attributable to a decline in the     
market price for fresh tomatoes.                                                

Selling, General and Administrative Expenses                                

Selling, general and administrative expenses were $15.4 million in Fiscal   
1994, a 6.1% decrease from $16.4 million in Fiscal 1993. A significant portion  
of the decrease resulted from various non-capitalizable expenses incurred in    
Fiscal 1993 in connection with the formation of Gargiulo L.P. As a percentage   
of total revenue, selling, general and administrative expenses were 15.5% and   
20.2% in Fiscal 1994 and Fiscal 1993, respectively. As a percentage of          
revenues, selling, general and administrative expenses decreased principally    
due to the allocation of fixed overhead costs over a larger revenues base.      

Interest (Expense) Income, Net                                              

Fiscal 1994 interest expense, net of interest income, was $0.9 million, a   
12.5% increase over interest expense, net of interest income, for Fiscal 1993   
of $0.8 million. Interest expense for Fiscal 1994 and for Fiscal 1993 was $1.2  
million in each period. Although no period to period fluctuation in expense     
occurred, there was an increase of $2.4 million in the weighted average         
borrowings outstanding during Fiscal 1994 as compared to Fiscal 1993, which     
was offset by a decrease in the weighted average interest rate charged from     
7.1% to 6.1%.                                                                   

Liquidity and Capital Resources                                             

During Fiscal 1995, Gargiulo L.P. financed its growth in sales and related  
capital expenditures and other working capital requirements principally from    
operating cash flow and from net proceeds from long term notes payable.         

Gargiulo L.P. has a $17.5 million line of credit facility with a financial  
institution and, subject to certain limitations, a $10 million credit           
agreement with Monsanto. As of June 30, 1995, Gargiulo L.P.'s borrowings under  
the line of credit facility with the financial institution were $12.9 million.  
No amounts were outstanding under the credit agreement with Monsanto. As of     
June 30, 1995, Gargiulo L.P. had $4.6 million available for working capital     
purposes under the line of credit facility with the financial institution and   
the credit agreement with Monsanto.                                             

The line of credit facility with the financial institution bears interest at
the financial institution's LIBOR, as defined, plus 1.35% and expires on        
November 15, 1996. The facility contains various restrictive covenants which    
include minimum working capital requirements, a specified current maturity      
coverage ratio and the maintenance of a specified ratio of total liabilities    
to tangible net worth. The specified ratios of current maturity coverage and    
of total liabilities to tangible net worth covenants had not been met as June   
30, 1995; however, the lender has waived the requirements to maintain such      
ratios through June 30, 1996. Gargiulo L.P. anticipates entering into a new or  
modified credit facility arrangement before June 30, 1996.                      

The credit facility with Monsanto will terminate upon the Effective Time and
all outstanding amounts due thereunder, including any amounts borrowed in       
connection with the Collier Transaction, will be converted into loans under     
the Gargiulo Credit Facility Agreement.                                         

Gargiulo L.P. has various long-term notes payable and certain capitalized   
lease obligations with certain financial institutions and other third parties.  
Many of these obligations contain various restrictive covenants. As of June     
30, 1995 Gargiulo L.P. had not maintained certain ratios specified by a $2.3    
million mortgage loan; however, the lender has waived the requirements to       
maintain such ratios through June 30, 1996.                                     

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Net cash provided by operating activities was $3.5 million in Fiscal 1995.  
Contributing to cash provided by operating activities are $3.8 million of       
depreciation and amortization, a decrease of $2.0 million in accounts           
receivable and an increase of $4.5 million in accounts payable, accrued         
expenses and amounts due to growers. Partially offsetting these amounts was     
the net loss for Fiscal 1995 of $1.7 million, an increase in inventories of     
$2.4 million and an increase in other operating assets of $1.8 million.         

Capital expenditures were approximately $6.5 million in Fiscal 1995. Major  
items included in such total related to an expansion of the BHN research        
program, an investment in the repack business, investment in a raspberry        
program in California and expenditures in Virginia. The remainder was related   
to investments and improvements.                                                

Gargiulo L.P.'s working capital increased from $14.8 million as of June 30, 
1994 to $20.6 million as of June 30, 1995. Gargiulo L.P.'s line of credit       
facility with a financial institution was renewed in December 1994. The         
increase in working capital resulted from the extension of the due date of the  
line of credit facility to November 15, 1996 and the related classification of  
this facility as a long-term liability. The increase in working capital         
resulting from the classification of the line of credit was partially offset    
by reductions in working capital resulting primarily from capital expenditures  
and long-term debt payments. Outstanding indebtedness of $26.7 million is       
classified as long-term debt and therefore is not included for purposes of      
calculating working capital.                                                    

COLLIER FARMS                                                                   

Business, Products and Distribution                                           

Collier Farms is a vertically integrated grower/shipper of fresh market     
tomatoes and other vegetables based in southwest Florida. Business activities   
include farming, packing and marketing fresh tomatoes and other vegetables, as  
well as growing vegetable transplants. Collier Farms produces tomatoes during   
the fall, winter and spring months and sells its product to repackers, brokers  
and other intermediaries. Collier Farms' tomatoes are packed under the          
"Collier Classic" label.                                                        

Commodity produce sales are the primary source of revenues, comprising      
approximately 85% of Collier Farms revenues over the past 5 fiscal years. The   
majority of sales are to repackers and wholesale brokers who service retail     
and food service customers in the U.S. and Canada.                              

Collier Farms has a broad customer base with no single customer representing
more than 5% of sales. Approximately 30% of production occurs during the        
months of October through December, 20% occurs during January and February,     
and 50% during March through May. Vegetable transplant customers are primarily  
located in central and south Florida, with only a small percentage of its       
production shipped out of state.                                                

Virtually all of Collier Farms' fresh produce is shipped by truck.          
Typically, it is the customer's responsibility to arrange for delivery,         
although in a few cases Collier Farms will arrange for transportation for an    
additional fee.                                                                 

Research and Development                                                      

Research and development investments have been limited to less than $250,000
per year over the past five fiscal years. The three primary areas of focus      
have been (i) variety evaluation, (ii) refinement of production practices, and  
(iii) improved control of insects/pests, plant diseases and weeds. In           
addition, considerable emphasis has been devoted to premium product             
development during the past three years. Most research projects have been       
entirely in-house and on-farm. However, cooperative research efforts with the   
USDA, university scientists and private sector companies have been increasing.  
Some of these latter projects are contractual in nature and involve longer      
term impacts on farm activities.                                                

Government Regulations                                                        

Collier Farms' operations include activities regulated under federal, state,
and local authorities in the same manner as Gargiulo L.P. See "Tomato           
Investment Associates, Inc.--Garguilo L.P.--Government Regulations."            

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Employees                                                                     

Collier Farms employs 200 full-time managers, supervisors, professional,    
clerical and hourly production employees. There are currently no employees      
working on a part-time basis.                                                   

Seasonal harvesting labor averages 450 employees. These employees are       
recruited by Collier Farms employed crew leaders. The I-9 processing is         
contracted through Immokalee Ag Workers, Inc., a local company owned and        
operated by area agribusiness companies, including Collier Farms. Immokalee Ag  
Workers, Inc. has been in operation since 1987. Seasonal harvest employees are  
paid by Collier Farms and are covered under Collier Farms' workers'             
compensation policy.                                                            

Seasonal employees for packing house operations average 230 workers. These  
employees are recruited through Collier Farms' employment office. The I-9       
processing is done through the State Job Service. Seasonal packing house        
employees are paid by Collier Farms and are covered under Collier Farms'        
workers' compensation policy.                                                   

Properties                                                                    

The Collier Farms assets include four properties located in southwest       
Florida. These properties are the sites of the two packing houses, proposed     
seasonal labor housing and transplant nursery.                                  

Leased properties include areas which are used in the growing operations.   
Leased properties are primarily comprised of lands owned by Collier             
Enterprises and its affiliates. These areas have historically been used for     
vegetable production and total approximately 11,000 acres. These properties     
will be subject to a master lease agreement which will give Gargiulo L.P.       
certain rights to utilize these properties. See "Tomato Investment Associates,  
Inc.--Gargiulo L.P.--Acquisition of Collier Farms."                             

Collier Farms leases two additional properties in central Florida. These    
farms are used for early fall and late spring production of tomatoes and other  
vegetables. Each location is approximately 200 net acres and is equipped with   
low volume irrigation systems.                                                  

The tomato and vegetable packing houses are located in Immokalee, Florida.  
Product is transported from the field to the packing houses for packing and     
cooling prior to shipment.                                                      

Legal Proceedings                                                             

Collier Farms is not a party to any pending legal proceedings, other than   
ordinary routine litigation incidental to its business.                         

Management's Discussion and Analysis of Financial Condition and Results of    
Operations                                                                      

Overview                                                                    

Collier Farms is a vertically integrated grower/shipper of fresh market     
tomatoes and other vegetables based in southwest Florida. Business activities   
include farming, packing and marketing fresh tomatoes and other vegetables, as  
well as growing and marketing vegetable transplants. Collier Farms produces     
tomatoes during the fall, winter and spring months and sells its fresh produce  
to repackers, brokers and other intermediaries. Collier Farms' tomatoes are     
packed under the "Collier Classic" label.                                       

Product Revenues                                                            

The principal product of Collier Farms is fresh tomatoes. Collier Farms     
produced, packed and shipped approximately 60.2, 48.0 and 53.9 million pounds   
of fresh tomatoes during the Fiscal years 1993, 1994 and 1995, respectively.    

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The second largest product of Collier Farms is fresh peppers, including     
bell, cubanelle and other specialty varieties. During the Fiscal years 1993,    
1994 and 1995, Collier Farms produced, packed and shipped approximately 0.5,    
0.6 and 0.4 million boxes of peppers, respectively.                             

Other Revenues                                                              

In connection with the production of fresh tomatoes, vegetables and         
vegetable transplants, Collier Farms also provides packing, palletizing,        
cooling, degreening, handling and sales services to third parties. Vegetable    
transplants' sales and fees for packing, handling and sales services are        
charged to outside growers. Palletizing, packing and degreening fees are        
collected from produce customers, primarily repackers, brokers and other        
intermediaries.                                                                 

Results of Operations                                                       

The following table sets forth certain items in Collier Farms' combined     
statements of operations expressed as a percentage of total revenues for the    
Fiscal 1993, 1994 and 1995.                                                     

                                                                [Download Table]

                                                          THREE MONTHS ENDED     
                          FISCAL YEAR ENDED JUNE 30,         SEPTEMBER 30,       
                          -----------------------------   ---------------------  
                            1993      1994       1995       1994        1995     
                          --------  --------   --------   ---------   ---------  
                                                                                 
Revenues:                                                                        
  Tomatoes..............      64.1%     64.8%      68.0%        --          --   
  Peppers...............      17.0      23.1       18.3         --          --   
  Other.................      18.9      12.1       13.7       100.0%      100.0% 
                          --------  --------   --------   ---------   ---------  
Total Revenues..........     100.0     100.0      100.0       100.0       100.0  
                          --------  --------   --------   ---------   ---------  
Cost of Revenues                                                                 
  Tomatoes..............      46.1      57.5       51.4         --          --   
  Peppers...............      14.3      24.6       14.0         --          --   
  Other.................      14.1      13.7       14.3       162.6       229.1  
                          --------  --------   --------   ---------   ---------  
Total Cost of Revenues..      74.5      95.8       79.7       162.6       229.1  
                          --------  --------   --------   ---------   ---------  
Gross profit............      25.5       4.2       20.3       (62.6)     (129.1) 
Selling, general and ad-                                                         
 ministrative expenses..      20.5      27.3       25.9      (247.3)     (379.8) 
                          --------  --------   --------   ---------   ---------  
Operating income                                                                 
 (loss).................       5.0     (23.1)      (5.6)     (309.9)     (508.9) 
Other income, net.......       5.8      11.0        4.3        28.1        37.2  
                          --------  --------   --------   ---------   ---------  
Net income (loss).......      10.8%    (12.1)%     (1.3)%    (281.8)%    (471.7)%
                          ========  ========   ========   =========   =========  

Fiscal Quarter Ended September 30, 1995 Compared to Fiscal Quarter Ended      
September 30, 1994                                                              

Revenues                                                                    

Revenues in the quarter ended September 30, 1995 decreased 29.3% from       
$495,000 in 1994 to $350,000. This variance is due to decreased volume of       
transplant sales which has been caused by disease pressures during the current  
fiscal year.                                                                    

Costs of Revenues                                                           

Costs of revenues decreased to $802,000 from $805,000 from the three months 
ended September 30, 1994 to the three months ended September 30, 1995. The      
increase of costs of revenues as a percentage of revenues is a result in the    
decrease in revenues discussed above.                                           

Selling, General and Administrative Expenses (including Interest Expense)   

Selling, general, and administrative expenses for fiscal 1995 increased by  
8.6% ($105,000) from the three months ended September 30, 1994 to September     
30, 1995 due to increases in staffing at the transplant nursery.                

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Other Income                                                                

Other income decreased $9,000 (6.5%) from the three months ended September  
30, 1994 to September 30, 1995. The increase of other income as a percentage    
of revenues is a result in the decrease in revenues discussed above.            

Net Income (Loss)                                                           

As a result of the foregoing, net loss for the three months ended September 
30, 1995 was $1.7 million, a $256,000 unfavorable variance over the three       
months ended September 30, 1994.                                                

Liquidity and Capital Resources                                               

Collier Farms is part of a group of affiliated companies operating in       
various industries. As part of the overall cash management system, excess cash  
is distributed and cash deficiencies are funded on a daily basis and are        
recorded as capital distributions and contributions, respectively.              
Accordingly, capital distributions and contributions have been netted in the    
accompanying combined statements of owners' equity.                             

Collier Farms has two long-term notes payable. Both contain various         
restrictive covenants. A mortgage note with a financial institution secured by  
land and equipment (the "Land and Equipment Note") had a balance of $5.3        
million at September 30, 1995. This note is currently the subject of a          
forebearance agreement.                                                         

During fiscal 1990, Collier Farms purchased a building and certain land     
improvements using amounts borrowed from an affiliate (the "Affiliate"). In     
connection with this purchase, the Affiliate executed a mortgage note payable   
with a financial institution under which the building and land improvements     
are pledged as collateral. Collier Farms' portion of the balance of the note    
at September 30, 1995 was $6.5 million.                                         

Net cash used in operating activities was $4.7 million during the three     
months ended September 30, 1995. Net cash used in investing activities totaled  
$259,000 during the same period, and included $260,000 of capital expenditures  
(discussed below). Net capital contributions of $4.4 million, advances from     
related parties of $541,000, and proceeds from long-term debt of $116,000,      
offset by $65,000 of payments on the related party notes payable resulted in    
$5.0 million of net cash provided by financing activities.                      

Capital expenditures in fiscal 1995 totaled $260,000 and were primarily made
for normal replacement of equipment such as tractors and plant trays, as well   
as for the reconfigurations of the vegetable packing line and nursery           
improvements. Collier's only significant commitments to incur capital           
expenditures is a commitment to related parties to purchase certain assets      
under specified conditions for approximately $425,000.                          

Collier Farms' working capital increased $485,000 (23.5%) from September 30,
1994 to September 30, 1995, primarily because of $1.2 million increase in       
inventories (due to increased acreage) offset by a $372,000 decrease in trade   
receivables and a $397,000 decrease in related party receivables.               

Fiscal 1995 Compared to Fiscal 1994                                           

Revenues                                                                    

Revenues increased 15.5% from $22.0 million in Fiscal 1994 to $25.4 million 
in Fiscal 1995. Tomato sales increased 21.0% from $14.3 million in Fiscal 1994  
to $17.3 million in Fiscal 1995, primarily due to favorable market prices.      
Approximately $1.0 million of the $3.0 million increase was due to price        
increases. The remaining variance was due to an increase in production of 5.9   
million pounds of tomatoes, the harvesting of which was made economically       
viable due to the higher market prices.                                         

Total revenues for peppers decreased 7.8% from $5.1 million in Fiscal 1994  
to $4.7 million in Fiscal 1995. Acreage in Fiscal 1995 was reduced by 50.5%     
from Fiscal 1994; however, volume decreased by only 32.1% during the same       
period as a result of improved yields from disease resistant varieties and      
improved operating procedures. Market prices in Fiscal 1995 generally exceeded  
Fiscal 1994 prices.                                                             

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Other revenues increased 29.6% from $2.7 million in Fiscal 1994 to $3.5     
million, primarily as a result of increased packing and related services        
provided to third party producers of tomatoes, squash and eggplant.             

Cost of Revenues                                                            

Cost of revenues decreased in Fiscal 1995 from $21.1 million to $20.3       
million, or a 3.8% decline. Collier Farm's gross profit was 20.3% in Fiscal     
1995, compared to 4.2% in Fiscal 1994. The decrease in cost was primarily due   
to a reduction in farmed acreage. The cost reduction was partially offset by    
costs associated with heavy rains and higher repairs and maintenance expense    
at the transplant nursery due to windstorm damage.                              

Selling, General and Administrative Expenses (including Interest Expense and
Management Fees)                                                                

Selling, general and administrative expenses for Fiscal 1995 decreased as a 
percentage of sales due to stronger tomato markets. Actual expenses increased   
$0.6 million, or 9.9% over Fiscal 1994's expenses. The increase was the result  
of additional staffing and a 2.1% increase in average short term interest       
rates on Collier Farms' variable rate debt.                                     

Other Income                                                                

Other income decreased $1.3 million, or 55.1% from Fiscal 1994 to Fiscal    
1995. Substantially all other income is generated through the sale of crops     
produced under an annual agreement with an unrelated party.                     

Liquidity and Capital Resources                                             

Collier Farms is part of a group of affiliated companies operating in       
various industries. As part of the overall cash management system, excess cash  
is distributed and cash deficiencies are funded on a daily basis and are        
recorded as capital distributions and contributions, respectively.              
Accordingly, capital distributions and contributions have been netted in the    
accompanying combined statements of owners' equity.                             

Collier Farms has two long-term mortgage notes payable which contains       
various restrictive covenants. This mortgage note is with a financial           
institution, secured by land and equipment (the "Land and Equipment Note") and  
had an outstanding balance of $5.3 million at June 30, 1995. This note is       
currently the subject of a forbearance agreement.                               

During the fiscal year ended June 30, 1990, Collier Farms purchased a       
building and certain land improvements using amounts borrowed from an           
affiliate (the "Affiliate"). In connection with this purchase, the Affiliate    
executed a mortgage note payable with a financial institution under which the   
building and land improvements are pledged as collateral. Collier Farms'        
portion of the balance of the note at June 30, 1995 was $6.5 million.           

Net cash provided by operating activities was $568,000 in Fiscal 1995. Net  
cash used in investing activities totaled $1.2 million in Fiscal 1995, and      
included $710,000 of capital expenditures (discussed below) and $609,000 of     
advances to related parties. Net capital contributions of $1.0 million, offset  
by $269,000 of payments on the related party notes payable resulted in          
$741,000 of net cash provided by financing activities.                          

Capital expenditures in Fiscal 1995 totaled $710,000 and were primarily made
for improvements to the vegetable transplant nursery, including relocation of   
six greenhouses and construction of a new office facility. Collier Farms' only  
significant commitment to incur capital expenditures is a commitment to         
related parties to purchase certain assets under specified conditions for       
approximately $425,000.                                                         

Collier Farms' working capital decreased $3.9 million from June 30, 1994 to 
June 30, 1995, primarily because the $5.3 million Land and Equipment Note was   
classified as current at June 30, 1995.                                         

Fiscal 1994 Compared to Fiscal 1993                                           

Revenues                                                                    

Total revenues for Fiscal 1994 were $22.0 million, $9.3 million, or 29.6%,  
less than total revenues for Fiscal 1993. Tomato revenues decreased 28.8% from  
$20.1 million in Fiscal 1993 to $14.3 million in Fiscal 1994. Collier Farms     
elected not to harvest some tomatoes when market prices fell below the cost of  
harvesting, hauling and packing.                                                

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Revenues from the sale of peppers for Fiscal 1994 were $5.1 million, $0.2   
million, or 3.8%, below such revenues for Fiscal 1993. Although acreage         
increased 49.2% from 630 to 940 net acres, volume increased by only 20.0% from  
0.5 million to 0.6 million boxes.                                               

Other revenue for Fiscal 1994 was $2.7 million, $3.2 million, or 54.2%,     
below other revenues for Fiscal 1993. Approximately 56% of the variance was     
due to a decline in service revenues from outside growers and fresh produce     
buyers. Declines in revenues from miscellaneous crops (e.g. watermelon and      
squash, which were discontinued after Fiscal 1993) and vegetable transplants    
also contributed to the variance.                                               

Cost of Revenues                                                            

Cost of revenues for Fiscal 1994 decreased 9.5% to $21.1 million from $23.3 
million in Fiscal 1993. Gross profit in Fiscal 1994 was 4.2% of total           
revenues, compared to 25.5% in Fiscal 1993.                                     

Costs for tomato production decreased 12.3% during fiscal 1994, accounting  
for 79.8% of the total decrease in cost of revenues. Although planted acreage   
increased, resulting in increased variable farming costs, the reduction in      
pounds of tomatoes harvested resulted in a significant reduction in harvest,    
hauling and packing costs.                                                      

Other costs of revenues decreased to $3.0 million from $4.4 million in      
fiscal 1993. This was due primarily to discontinued miscellaneous crops (i.e.,  
watermelon and squash) and the elimination of related incremental costs. The    
remainder of the decline was due to reduced expenses at the vegetable           
transplant nursery.                                                             

Selling, General, and Administrative Expenses (including Interest Expense)  

Selling, general and administrative expenses were $6.0 million in Fiscal    
1994, a 6.3% decrease from $6.4 million in Fiscal 1993. As a percentage of      
total revenue, these expenses were 27.3% and 20.5% in Fiscal 1994 and Fiscal    
1993, respectively. As a percentage of total revenue, selling, general and      
administrative expense increased due to decreased revenues.                     

Other Income                                                                

Other income increased $0.6 million from $1.8 million in Fiscal 1993 to $2.4
million in Fiscal 1994. The increase was due primarily to an increase in        
market prices for crops produced and sold under an annual agreement with an     
unrelated party.                                                                

Liquidity and Capital Resources                                             

Collier Farms is part of a group of affiliated companies operating in       
various industries. As part of the overall cash management system, excess cash  
is distributed and cash deficiencies are funded on a daily basis and are        
recorded as capital distributions and contributions, respectively.              
Accordingly, capital distributions and contributions have been netted in the    
accompanying combined statements of owners' equity.                             

Collier Farms has one long-term mortgage notes payable which contains       
various restrictive covenants. This mortgage note is with a financial           
institution, secured by land and equipment (the "Land and Equipment Note") and  
had an outstanding balance of $5.3 million at June 30, 1994.                    

During the fiscal year ended June 30, 1990, Collier Farms purchased a       
building and certain land improvements using amounts borrowed from an           
affiliate (the "Affiliate"). In connection with this purchase, the Affiliate    
executed a mortgage note payable with a financial institution under which the   
building and land improvements are pledged as collateral. Collier Farms'        
portion of the balance of the note at June 30, 1994 was $6.8 million.           

Net cash used in operating activities was $858,000 in Fiscal 1994. Net cash 
used in investing activities totaled $1.6 million in Fiscal 1994, and included  
$1,100,000 of capital expenditures (discussed below) and $542,000 of advances   
to related parties. Net capital contributions of $2.8 million, offset by        
$279,000 of payments on the related party notes payable resulted in $2,433,000  
of net cash provided by financing activities.                                   

Capital expenditures in Fiscal 1994 totaled $1,100,000 and were primarily   
made for improvements to the vegetable transplant nursery, including            
relocation of six greenhouses and construction of a new office facility.        

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CALGENE, INC. 

BUSINESS OF CALGENE                                                             

Calgene is a biotechnology company that is developing a portfolio of        
genetically engineered plants and plant products for the food, seed and         
oleochemical industries. Calgene's research and business efforts are focused    
in three core crop areas--fresh market tomato, edible and industrial plant      
oils (canola) and cotton--where Calgene believes biotechnology can provide      
substantial added commercial value in consumer, industrial and seed markets.    

Fresh Market Tomatoes. Calgene scientists have genetically engineered tomato
varieties with the FLAVR SAVR gene which delays softening and reduces spoilage  
in order to enable Calgene to provide vine-ripened tomatoes with improved       
taste to the $4 billion U.S. fresh tomato market throughout the year. Most      
fresh market tomatoes are bred for durability and harvested before they have    
begun to ripen, which reduces spoilage and handling damage, but at the expense  
of taste and texture. In contrast, tomato varieties bred for premium flavor     
and texture have been genetically engineered by Calgene scientists with the     
FLAVR SAVR gene which delays softening and thereby reduces spoilage, even when  
harvested vine-ripened. In May 1994, in response to Calgene's request, the FDA  
announced its determination that the FLAVR SAVR tomato has not been             
significantly altered with respect to safety or nutritive value when compared   
to conventional tomatoes. This action by the FDA allowed Calgene to begin       
commercialization of the FLAVR SAVR tomato, the world's first genetically       
engineered whole food product. Calgene has also recently received regulatory    
clearance to commercialize the FLAVR SAVR tomato in Canada and Mexico. Calgene  
currently has 500 acres under contract located near its California packing and  
distribution facility and 250 acres under contract in Mexico. Calgene is        
currently selling premium quality, vine-ripened tomatoes with the FLAVR SAVR    
gene under its MacGregor's brand.                                               

In view of the production scale-up difficulties that it has encountered,    
Calgene plans to temporarily curtail its tomato growing operations in the       
Spring of 1996 until it is able to complete the development of varieties of     
FLAVR SAVR tomatoes that have enhanced commercial agronomic qualities. Calgene  
intends to focus its tomato operations on the plant breeding activities         
necessary to develop such enhanced varieties of its genetically-engineered      
tomatoes, but there can be no assurance that such efforts will be successful    
or will not be discontinued by Newco.                                           

After the Effective Time, Newco plans to consolidate CalFresh with the      
Gargiulo tomato business under the management of TIA. Newco plans to market a   
full line of tomatoes nationwide, including the premium MacGregor branded       
tomato line of Calgene (if and when enhanced varieties are developed) and the   
Gargiulo L.P. branded tomato line proposed to be marketed by Gargiulo L.P.      
There can be no assurance that Newco will sell genetically engineered tomatoes  
or will not encounter difficulties in integrating the businesses of CalFresh    
and Gargiulo L.P. or that it will be successful in marketing either branded     
tomato line. See "Risk Factors--Risks Applicable to the Branded Tomato          
Strategy" and "Risk Factors--Risks Associated with Production of Genetically    
Engineered Tomatoes."                                                           

Plant Oils. Calgene is developing genetically engineered rapeseed oils with 
a broad range of food and industrial applications. Rapeseed is an efficient     
oil producing plant, has certain biological characteristics that make it a      
good candidate for genetic engineering, and is adaptable to a broad range of    
growing regions. Calgene scientists have genetically engineered canola          
varieties that produce substantial quantities of laurate, an important          
ingredient in detergents that is not naturally present in canola or other non-  
tropical oil plants. In July 1995 Calgene sold one million pounds of Laurical   
canola oil and is currently contracting for 10,000 to 15,000 acres of           
commercial production for October 1995. Calgene is also currently conducting    
its eighth season of field trials with canola plants that have been             
genetically engineered to produce oil with increased stearate levels, creating  
a potential substitute for hydrogenated oils in margarine, shortening and       
confectionery products. Calgene's subsidiary, Calgene Chemical, manufactures    
and distributes plant oil-based chemicals, and supplies Mobil Oil with plant    
oil-based biodegradable fluids. Calgene has also established strategic          
relationships with Procter & Gamble, Unilever and Pfizer to address potential   
commercial opportunities for plant oil products.                                

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Cotton. Calgene's cotton genetic engineering program focuses on reducing    
farmers' growing costs through the development of cotton varieties that         
require less pesticides, and cotton varieties that produce natural colors.      
U.S. cotton farmers spend annually over $200 million on herbicides and $225 to  
$400 million on insecticides. Herbicide resistant and insect resistant cotton   
varieties have the potential to enable cotton farmers to significantly reduce   
the total volume of herbicides and insecticides applied, resulting in           
substantial savings in production costs, improved yields and benefits to the    
environment. Calgene believes that the cost savings to farmers will enable      
Calgene to price genetically engineered seed varieties at a premium to current  
cotton seed prices. In 1995 Calgene introduced two genetically engineered       
cotton varieties ("BXN(TM) cotton"), which are resistant to the herbicide       
bromoxynil. Bromoxynil is produced and sold by Calgene's strategic cotton       
partner, Rhone-Poulenc Agrochimie ("Rhone-Poulenc"), a leading agrichemical     
company. The BXN(TM) cotton seed was sold at a 45% price premium over           
Calgene's non-genetically engineered cotton seed. Calgene has also conducted    
field trials since 1991 with BXN(TM) cotton varieties that are genetically      
engineered for resistance to Heliothis, the principal cotton insect pest.       
Calgene scientists are in the early stages of developing cotton varieties       
having natural colors which will reduce or eliminate the need for dyeing and    
provide unique color-fastness. Calgene intends to produce identity-preserved    
genetically engineered cotton and sell premium-priced colored cotton fiber to   
fabric, apparel and houseware manufacturers. Calgene is currently selling       
genetically engineered BXN (TM) cotton seed through its subsidiary Stoneville   
Pedigreed Seed Company.                                                         

Calgene's business strategy is to build operating businesses in its core    
crop areas to facilitate the market introduction of genetically engineered      
proprietary products and to maximize the long-term financial return from such   
products. Implementation of this strategy will provide Calgene with direct      
access to markets where it intends to sell seed that has been engineered with   
value-added agronomic traits, and to markets where it intends to sell fresh     
and processed plant products having improved quality traits or cost of          
production advantages, or both.                                                 

EXECUTIVE COMPENSATION                                                          

Compensation Committee Interlocks and Insider Participation                 

During the fiscal year ended June 30, 1995, the members of the Human        
Resources Committee (the "Committee") were Messrs. Baker, Baeder, Helinski and  
Stinnett, John Vohs was a director and member of the Committee until his        
resignation on November 17, 1994. None of the members has ever been an officer  
or employee of Calgene or any of its subsidiaries. During Fiscal 1995, there    
were no Committee "interlocks" within the meaning of the SEC rules, and there   
continue to be no such "interlocks."                                            

Mr. Salquist, Chairman of the Board and Chief Executive Officer,            
participated in portions of meetings of the Committee at the invitation of the  
Committee and made various proposals to the Committee at its request. In        
addition, at the Committee's direction, Mr. Salquist has set the cash           
compensation of certain other executives.                                       

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Summary of Cash and Other Compensation                                      

The following table provides certain summary information concerning         
compensation earned during the last three fiscal years by Calgene's Chief       
Executive Officer and each of the four other most highly compensated executive  
officers of Calgene who were serving at the end of Fiscal 1995 (the "named      
executive officers").                                                           

SUMMARY COMPENSATION TABLE  

                                                        [Enlarge/Download Table]

                                    ANNUAL            LONG TERM                        
                               COMPENSATION(1)   COMPENSATION AWARDS                   
                              ------------------ -------------------                   
                                                     SECURITIES                        
        NAME AND                                     UNDERLYING          ALL OTHER     
   PRINCIPAL POSITION    YEAR SALARY($) BONUS($)     OPTIONS(#)      COMPENSATION($)(2)
   ------------------    ---- --------- -------- ------------------- ------------------
                                                                                       
Roger H. Salquist(3).... 1995  242,404      --         100,000             1,212       
 Chairman of the Board   1994  225,865      --         104,762               --        
 and Chief Executive Of-                                                               
  ficer                  1993  220,673   60,000         40,000               --        
Roderick N. Stacey(4)... 1995  233,558      --             --              1,077       
 President and Chief     1994  200,673      --         100,000               --        
 Operating Officer       1993  125,250   40,000        153,000               --        
Danilo S. Lopez......... 1995  171,635      --         100,000               815       
 President, Calgene                                                                    
  Fresh                                                                                
Andrew M. Baum.......... 1995  162,600   10,000         25,000               840       
 Vice President;         1994  154,592      --             --                --        
 President, Oils                                                                       
  Division               1993  149,538   20,000            --                --        
Vic C. Knauf............ 1995  138,210    5,000            --                642       
 Vice President          1994  131,403      --             --              1,177       
 of Research             1993  127,125    4,904            --              2,247       

--------                                                                        
(1) Includes amounts earned in the fiscal year even if paid in the subsequent   
fiscal year or deferred pursuant to Calgene's 401(k) savings plan.      
Excludes amounts paid during the fiscal year that were earned in a prior
year.                                                                   
(2) Amounts reported as "All Other Compensation" represent Calgene's matching   
contributions under its 401(k) savings plan.                            
(3) The options shown in the table as granted to Mr. Salquist in Fiscal 1994    
 were originally granted in 1987 for a six-year term and extended for four
additional years in Fiscal 1994.                                        
(4) Mr. Stacey became an executive officer in December 1992. Salary for Fiscal  
1993 includes director fees received prior to December 1992.            

Change of Control Employment Agreements                                     

Messrs. Salquist, Stacey and Motroni have entered into Change of Control    
Employment Agreements, dated as of July 19, 1995, with Calgene. Each Agreement  
becomes effective only upon a Change of Control (as defined) of Calgene and     
provides that, if the employment of the officer is terminated by Calgene        
without Cause (as defined) or by the officer for Good Reason (as defined)       
within the three-year term of the Agreement or if (in the case of Mr.           
Salquist) he resigns upon the six-month or three-year anniversaries of the      
effective date of the Agreement, the officer shall receive severance benefits   
that include a payment equal to 2.99 times his base salary and average bonus    
for the prior three fiscal years. Such severance benefits are subject to        
reduction to the extent necessary to prevent the recipient from incurring       
liability for excise taxes and Calgene from incurring nondeductible             
compensation expense. For purposes of such agreements, a Change of Control      
would include the closing of the proposed transaction pursuant to which         
Monsanto would acquire a 49.9% equity interest in the combined business of      
Calgene and Gargiulo L.P.                                                       

Option Grants in Last Fiscal Year                                           

The following tables provides information regarding stock options granted in
Fiscal 1995 to the named executive officers in the Summary Compensation Table.  
In accordance with rules of the Commission, the table                           

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shows the hypothetical gains that would be produced by the respective options   
based on assumed 5% and 10% rates of annual compound stock price appreciation   
from the date the options were granted until the end of the ten-year option     
terms. The actual value an executive may realize will depend on the spread      
between the market price and the exercise price on the date the option is       
exercised.                                                                      

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                                POTENTIAL REALIZABLE  
                                                                               VALUE AT ASSUMED ANNUAL
                                                                                RATES OF STOCK PRICE  
                                                                                  APPRECIATION FOR    
                                           INDIVIDUAL GRANTS                       OPTION TERM(3)     
                         ----------------------------------------------------- -----------------------
                                            PERCENT                                                   
                           NUMBER OF       OF TOTAL                                                   
                           SECURITIES       OPTIONS                                                   
                           UNDERLYING     GRANTED TO    EXERCISE OR                                   
                            OPTIONS      EMPLOYEES IN   BASE PRICE  EXPIRATION                        
  NAME                   GRANTED (#)(1) FISCAL YEAR (%)   ($)(2)       DATE      5%($)       10%($)   
  ----                   -------------- --------------- ----------- ---------- -----------------------
                                                                                                      
Roger H. Salquist.......    100,000          13.0          7.50       8/18/04     471,670    1,195,310
Roderick N. Stacey......        --            --            --            --          --           -- 
Danilo S. Lopez.........    100,000          13.0          7.50      10/11/04     471,670    1,195,310
Andrew M. Baum..........     10,000           1.3          7.50      11/16/04      47,167      119,531
                             15,000           2.0          7.50       6/26/05      70,751      179,297
Vic C. Knauf............        --            --            --            --          --           -- 

--------                                                                        
(1) Newly granted options have terms of ten years and become exercisable        
incrementally in equal monthly amounts over a period of five years from 
the date of grant. The committee that administers the stock option plan 
may, with the consent of the option holder, modify the terms (including 
price) of outstanding options.                                          
(2) The exercise price may be paid in cash or by delivery of already-owned      
shares, subject to certain conditions.                                  
(3) At assumed rates of appreciate of 5% and 10%, compounded annually, the      
  Calgene Common Stock would appreciate in value 63% and 159%, respectively,
over a ten-year period. These mandated computations do not represent    
Calgene's estimate or projection of future Calgene Common Stock prices. 

Option Exercises and Fiscal Year-End Values                                   

The following table shows stock options exercised by the named executive    
officers in the Summary Compensation Table during Fiscal 1995, the aggregate    
value of gains on the dates of exercise, the number of shares covered by both   
exercisable and non-exercisable stock options as of fiscal year-end, and the    
year-end values for such options.                                               

AGGREGATED OPTION EXERCISES IN LASTFISCAL YEAR AND FISCAL YEAR-END OPTION 
VALUES  

                                                        [Enlarge/Download Table]

                                                           NUMBER OF SECURITIES                             
                                                          UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED   
                                                          OPTIONS AT FISCAL YEAR-    IN-THE-MONEY OPTIONS   
                                                                  END (#)          AT FISCAL YEAR-END ($)(1)
                                                         ------------------------- -------------------------
                         SHARES ACQUIRED      VALUE                                                         
  NAME                   ON EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
  ----                   --------------- --------------- ----------- ------------- ----------- -------------
                                                                                                            
Roger H. Salquist.......     10,000          28,750        172,262      122,500      176,786        --      
Roderick N. Stacey......        --              --          48,595      219,405       14,250        --      
Danilo S. Lopez.........        --              --          11,667       88,333          --         --      
Andrew M. Baum..........     10,000          26,250         27,874       32,126        1,563        --      
Vic C. Knauf............        --              --          37,448       38,831          938        --      

--------                                                                        
(1) Value is based on market value of Calgene Common Stock at exercise date     
(for value realized), or at year-end (for value of unexercised options),
minus the option exercise price.                                        

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Repricing of Options                                                          

The following table provides information regarding stock options held by the
named executive officers which were repriced during Fiscal 1995.                

TEN-YEAR OPTION/SAR REPRICINGS  

                                                        [Enlarge/Download Table]

                                  NUMBER OF      MARKET      EXERCISE                         
                                  SECURITIES    PRICE OF     PRICE OF              LENGTH OF  
                                  UNDERLYING    STOCK AT     STOCK AT            ORIGINAL TERM
                                 OPTIONS/SARS   TIME OF      TIME OF             REMAINING AT 
                                 REPRICED OR  REPRICING OR REPRICING OR EXERCISE  NEW DATE OF 
         NAME             DATE    AMENDED(#)  AMENDMENT($) AMENDMENT($) PRICE($) AMENDMENT(1) 
         ----           -------- ------------ ------------ ------------ -------- -------------
                                                                                              
Roger H. Salquist...... 11/16/94   100,000        7.50        10.63       7.50         58     
 Chairman of the Board  11/16/94    40,000        7.50        14.13       7.50         36     
 and Chief Executive                                                                          
  Officer                                                                                     
Roderick N. Stacey..... 11/16/94     3,000        7.50        10.00       7.50          0(2)  
 President and Chief    11/16/94     3,000        7.50        14.13       7.50          0(2)  
 Operating Officer      11/16/94   150,000        7.50        15.75       7.50         37     
                        11/16/94   100,000        7.50        12.25       7.50         53     
Danilo Lopez...........                                                                       
 President, Calgene                                                                           
  Fresh                 11/16/94   100,000        7.50         9.00       7.50         57     
Andrew M. Baum......... 11/16/94    10,000        7.50        11.13       7.50         29     
 Vice President;                                                                              
 President, Oils                                                                              
  Division                                                                                    
Vic C. Knauf........... 11/16/94    16,279        7.50         8.38       7.50          7     
 Vice President of                                                                            
 Research               11/16/94    20,000        7.50         9.75       7.50         24     
                        11/16/94    15,000        7.50        11.13       7.50         29     

--------                                                                        
(1) Data is presented in terms of months.                                       
(2) Term is extended by the length of the new 12-month vesting schedule.        

Report on Repricing of Options                                              

On November 16, 1994, the Committee approved a stock option exchange program
(the "Exchange Program"), pursuant to which officers, employees and certain     
other holders holding incentive stock options and non-statutory options under   
Calgene's 1981 Stock Option Plan and 1991 Stock Option Plan, (collectively,     
the "Stock Plans") were given the opportunity, on November 16, 1994, to         
exchange such options for new options.                                          

Because of significant declines in the market value of Calgene's Common     
Stock, most outstanding options in November 1994 were exercisable at prices     
which substantially exceeded the market value of the Common Stock. In view of   
such declines in market value and in keeping with Calgene's philosophy of       
utilizing equity incentives to motivate and retain qualified employees, the     
Committee felt it was important to regain the incentive intended to be          
provided by options to purchase shares of Calgene's Common Stock. The need for  
such incentives was particularly acute in light of Calgene's difficult          
financial position at the time and the significant workforce reductions that    
had been implemented.                                                           

Under the Exchange Program, holders of stock options on November 16, 1994   
(excluding options granted on October 31, 1994), which were granted under the   
Stock Plans and which have an exercise price greater than $7.50 per share (the  
"Existing Options") were offered the opportunity to request that Calgene issue  
new options ("New Options") having an exercise price equal to $7.50 (the "Base  
Exercise Price"). New Options granted with respect to Existing Options which    
were vested as of November 16, 1994 were subject to an additional vesting       
period of between 2 and 30 months.                                              

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A total of 150 option holders (constituting 93% of eligible option holders),
holding options to purchase an aggregate of 1,268,081 shares of Common Stock    
under Existing Options (which would be options to purchase the same aggregate   
number of shares of Common Stock under the New Options), elected to             
participate in the Exchange Program.                                            

The New Options modify the exercise price and, for some optionees, the term 
(since the new vesting schedule was extended beyond the original expiration     
date) of the Existing Options to which each relates and will be issued under    
and governed by the respective Stock Plan under which such options are          
originally granted. Therefore, other than the different exercise price and the  
extended term, the option agreements relating to the New Options will be        
substantially the same as the option agreements for the Existing Options that   
they replace.                                                                   

                 The Committee

                Robert Baker
                 Donald Baeder
                   Donald Helinski
                 Carl Stinnett

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                   

Composition and Functions of the Committee                                    

The Human Resources Committee (referred to in this report as the            
"Committee") consists of four non-employee directors: Robert Baker, Donald      
Baeder, Donald Helinski and Carl Stinnett.                                      

The Committee performs the functions of a compensation committee. The       
Committee considers and makes recommendations to the Calgene Board concerning   
general compensation policies and employee benefit plans and specifically       
recommends salary levels and bonus awards for certain senior executive          
officers, including the Chief Executive Officer. The Committee also             
administers Calgene's stock option plan and has sole authority to grant         
options to officers. The Committee's executive salary and bonus                 
recommendations for Fiscal 1995 were approved by the Calgene Board without      
modifications.                                                                  

Objectives of Executive Compensation Policy                                   

The objectives of Calgene's executive compensation policy are to:           

. set executive compensation at levels sufficient to attract, retain and    
motivate highly qualified executive personnel;                          

. align the interests of management and the stockholders by making a        
 substantial portion of executive compensation dependent on the success of
Calgene, as measured by long-term appreciation in the market price of   
Calgene's Common Stock; and                                             

. balance considerations of individual achievements each year with          
Calgene's financial and non-financial performance.                      

In furtherance of these objectives, Calgene's executive compensation policy 
provides for a combination of base salary, cash incentive bonus awards and      
long-term stock options. Calgene also makes matching contributions under its    
401(k) savings plan for all employees that participate, including its           
executive officers. Calgene does not provide its executives with significant    
perquisites.                                                                    

Salary                                                                        

In determining its recommendation to the Calgene Board concerning the salary
of senior executive officers, the Committee considers published data from       
annual surveys of executive compensation at other biotechnology companies.      
With the survey data as a reference point, the Committee makes adjustments      
based on its evaluation                                                         

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of Calgene executives' individual levels of experience, responsibility and      
past performance. The Committee also takes into consideration each executive's  
comparability with other Calgene executives. The Committee typically gives      
considerable weight to the views of the Chief Executive Officer and the Chief   
Operating Officer with respect to executive salaries other than their own.      
Annual salary adjustments normally become effective in the month of July.       

For Fiscal 1996, the Committee recommended and the Board of Directors       
approved an increase in Mr. Salquist's salary to $275,000 effective July 1,     
1995.                                                                           

Incentive Bonuses                                                             

The Committee each year sets target maximum cash bonus levels for certain   
senior executives and delegates to the Chief Executive Officer the              
responsibility to do so for more junior executives. Fiscal 1995 bonus award     
target amounts for senior executives ranged from 33% to 16% of their salaries.  
The Committee has formulated five performance categories: (1) individual        
contribution toward achieving annual corporate objectives, and the degree to    
which Calgene achieves the objectives; (2) achievement of divisional            
nonfinancial objectives; (3) achievement of financial objectives; (4)           
contribution to building the organization of Calgene's tomato, oils and cotton  
business units; and (5) corporate leadership. These categories include          
performance criteria that can be measured against objective standards, and      
also criteria that involve subjective determinations. Each of these categories  
is assigned a weight for a particular executive based upon that executive's     
role and responsibilities in Calgene. Each senior executive's performance       
under those categories provides a guideline for the Committee's fiscal year-    
end recommendation to the Calgene Board as to what portion, if any, of the      
target maximum bonus will be awarded to a particular executive. The Committee   
takes into account the overall corporate financial results and cash position    
of Calgene in determining the total bonuses to be awarded.                      

For Fiscal 1995, bonuses were granted to Messrs. Baum and Knauf.            

Stock Options                                                               

The granting of stock options is the principal method available to the      
Committee to align the interests of the executive officers with those of the    
stockholders. The option will reward the executive only if the market price of  
the Common Stock appreciates over the option term and the executive remains     
employed by Calgene over the vesting period. Options granted to executive       
officers generally have a ten-year term, vest over a period of five years and   
may be exercised at a price per share equal to the market price on the date of  
grant. Stock options are granted to at least some executive officers each       
year, as well as to numerous other employees. The number of shares in an        
option grant reflects the executive's position at Calgene, stock options        
granted to the executive in the past and the executive's potential              
contribution to the success of Calgene. In granting stock options to senior     
executive officers, the Committee has not followed any set of fixed             
guidelines.                                                                     

For Fiscal 1995, the Committee recommended and the Board of Directors       
approved the grant of an option to Mr. Salquist to purchase 100,000 shares.     

Other Matters                                                               

The Committee has considered the potential impact of Section 162(m) of the  
Internal Revenue Code, which disallows a tax deduction to any publicly-held     
corporation for compensation (including non-cash compensation) exceeding $1     
million in any year paid to any of the five most highly compensated executive   
officers, unless such compensation meets certain requirements. The cash         
compensation of each of Calgene's executive officers is well below $1 million.  
The principal non-cash compensation of Calgene executives is from stock         
options. Calgene is generally entitled to a tax deduction if an executive       
exercises a nonqualified stock option or disposes of shares acquired from the   
exercise of an incentive stock option before the required holding period has    
ended. The Committee believes that Calgene stock options either will meet the   
requirements of Section 162(m) or will not result in the loss of significant    
tax deductions. Taking this into account, as well as Calgene's large tax loss   

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carryover and the reduced flexibility from a change to the stock option plan    
to conform to the requirements of Section 162(m), the Committee has not         
recommended any change to the stock option plan. However, the Committee may     
consider imposing annual exercise limitations in some future option grants to   
executives if Calgene would otherwise be deprived of significant tax benefits.  

The Calgene Board approved Change of Control Agreements for Roger H.        
Salquist, Roderick N. Stacey and Michael J. Motroni. These agreements provide   
for the payment of severance compensation in the event of termination of their  
employment in connection with any future Change of Control of Calgene.          

This report is submitted by the following directors, who constituted all the
members of the Committee during Fiscal 1995, with the exception of John Vohs,   
who resigned as a Calgene Board and Committee member during Fiscal 1995.        

                   Robert E. Baker
                    Donald L. Baeder
                   Donald Helinski
                    Carl V. Stinnett

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Stock Performance Graph                                                     

The graph below compares the five-year cumulative total returns for Calgene 
Common Stock, the Nasdaq Composite Index and a select Peer Group Index of       
Companies identified by Calgene. The graph assumes a $100 investment on June    
30, 1990, in Calgene Common Stock and in each of the two indices, and assumes   
the reinvestment of all dividends paid by companies represented in the two      
indices. The representation of the component companies in the indices is        
weighted according to their respective market capitalizations at the end of     
each period for which cumulative returns are shown in the graph. The selected   
peer group index consists of the following agricultural biotechnology           
companies known by the Company to have their shares traded on the Nasdaq        
National Market: Mycogen Corporation, Ecogen Inc., DNA Plant Technology         
Corporation and Biosys Inc. Calgene has selected a different index from the     
Piper-Jaffray Agri-Biotechnology Index (the "Piper-Jaffray Index"), which the   
Company used for the immediately preceding fiscal year, because the Piper-      
Jaffray Index has been discontinued. As a result, Calgene is unable to compare  
its total return with that of the Piper-Jaffray Index. The graph is in this     
Proxy/Prospectus in accordance with the rules of the SEC and is not             
necessarily indicative of future performance.                                   

[GRAPH APPEARS HERE]  

                                                                [Download Table]

                                 6/30/90 6/30/91 6/30/92 6/30/93 6/30/94 6/30/95
                                 ------- ------- ------- ------- ------- -------
                                                                                
Calgene, Inc....................   100   101.72  158.62  194.83  160.34    95.7 
Nasdaq Composite................   100   102.95  121.91  152.27  160.82  201.92 
Peer Group Index................   100   155.02  186.25  197.17  185.07  100.24 

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PRINCIPAL STOCKHOLDERS                                                          

The following table sets forth certain information with respect to the      
beneficial ownership of Common Stock of Calgene as of August 31, 1995, by (i)   
each person known by Calgene to be a beneficial owner of more than 5% of the    
outstanding shares of Calgene Common Stock; (ii) each director and each         
executive officer of Calgene; and (iii) all directors and executive officers    
of Calgene as a group:                                                          

                                                                [Download Table]

                                                      SHARES                    
NAME AND ADDRESS                                   BENEFICIALLY   APPROXIMATE   
OF 5% BENEFICIAL OWNER                               OWNED(1)   PERCENT OWNED(2)
----------------------                             ------------ ----------------
                                                                                
Travelers Group Inc.                                                            
 and Affiliates 388 Greenwich Street                                            
 New York, NY 10013(3)............................  3,179,179         10.5      

DIRECTORS AND EXECUTIVE OFFICERS                                                
--------------------------------                                                
                                                                                
Roger H. Salquist.................................    216,691            *      
Roderick N. Stacey................................     69,507            *      
Donald L. Baeder..................................     15,750            *      
Robert E. Baker...................................     13,250            *      
Warren R. Haug....................................        --           --       
Donald Helinski...................................     41,750            *      
Howard D. Palefsky................................     11,750            *      
Carl V. Stinnett..................................     24,750            *      
Allen J. Vangelos.................................     12,750            *      
Andrew M. Baum....................................     61,017            *      
Danilo S. Lopez...................................     18,334            *      
Vic C. Knauf......................................     47,067            *      
All Directors and Executive Officers                                            
 as a group (13 persons)..........................    570,067          1.9      

--------                                                                        
*  Less than 1%                                                                 
(1) Calgene believes that all beneficial owners named in the table have sole    
voting and investment power with respect to the shares they beneficially
own. The shares shown in the table to be beneficially owned include any 
shares that the person has the right to acquire within 60 days of August
  31, 1995, by exercise of any stock option for which Calgene has knowledge.
 The shares subject to such options are as follows: Mr. Salquist: 182,263;
Mr. Stacey: 69,507; Mr. Baker: 12,750; Mr. Baeder: 15,750; Dr. Helinski:
  13,750; Mr. Lopez: 18,334; Mr. Palefsky: 11,750; Mr. Stinnett: 23,750; Mr.
Vangelos: 12,750; Mr. Baum: 30,516; Dr. Knauf: 35,810; all executive    
officers and directors as a group: 455,970.                             
(2) Percent of the 31,133,967 outstanding shares of Common Stock, counting as   
outstanding for each named person all shares issuable to such person on 
exercise of options that are included in the first column.              
(3) Based on a Form 13G filed on October 10, 1995 with respect to holdings on   
 September 30, 1995. Includes 1,650,509 shares owned by Smith Barney, Inc.
 and 1,528,670 shares owned by Smith Barney Holdings, Inc. Based on a Form
13G received by Calgene on January 23, 1996, Calgene believes that      
 Travelers Group Inc. and Affiliates held an aggregate of 3,386,072 shares
as of December 31, 1995.                                                

PREFERRED STOCK                                                                 

The Board of Directors of Calgene has, pursuant to the terms of the         
Reorganization Agreement, authorized a series of Preferred Stock designated as  
the Series A Redeemable, Non-Voting Preferred Stock (the "Calgene Series A      
Preferred Stock"), which shall consist of 1,000 shares. The Calgene Series A    
Preferred Stock was established solely in connection with the intended tax      
treatment of the Reorganization for federal income tax purposes. The 1,000      
authorized shares of Calgene Series A Preferred Stock will be issued by         
Calgene prior to the Effective Time to Monsanto and Warren R. Haug, and will    
be exchanged at the Effective Time, pursuant to the Merger, for 1,000           
equivalent shares of Series A Preferred Stock of Newco. See "Description of     
Newco Capital Stock--Preferred Stock."                                          

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RELATED PARTY TRANSACTIONS  

CALGENE                                                                         

During the fiscal year ended June 30, 1995, Calgene recognized revenues of  
approximately $600,000 from product development projects under contracts with   
The Procter & Gamble Company. Warren R. Haug, a director of Calgene, is a Vice  
President of Procter & Gamble.                                                  

Under the terms of indemnification agreements with each of Calgene's        
directors and executive officers, Calgene is obligated to indemnify them        
against certain claims and expenses for which they might be held liable in      
connection with past or future service to Calgene. In addition, Calgene's       
Certificate of Incorporation provides that, to the extent permitted by the      
Delaware General Corporation Law, its directors shall not be liable for         
monetary damages for breach of fiduciary duty as a director.                    

CALGENE AND MONSANTO                                                            

Monsanto and Calgene entered into an Interference Settlement and License    
Agreement dated as of April 22, 1993 involving an invention relating to the     
use of promoters from cauliflower mosaic virus in transgenic plants. Under the  
terms of such agreement, Calgene assigned certain patent rights to Monsanto     
and Monsanto granted Calgene a limited, royalty-free, non-exclusive license     
under its U.S. patent rights and a royalty-bearing, non-exclusive license       
under its foreign patent rights. Royalties paid by Calgene to Monsanto          
totalled $48,701 in fiscal 1995. No royalties were paid in fiscal 1993 or       
1994.                                                                           

Monsanto and Calgene entered into an agreement dated as of April 22, 1993,  
pursuant to which Monsanto granted Calgene a worldwide, non-exclusive,          
royalty-bearing license under its patent rights relating to Agrobacterium-      
mediated plant transformation. No royalties were paid by Calgene to Monsanto    
in fiscal 1993, 1994 or 1995.                                                   

Monsanto and Calgene entered into a license agreement dated as of April 22, 
1993 pursuant to which Monsanto granted Calgene a worldwide, non-exclusive,     
royalty-bearing license under its patent rights relating to antibiotic marker   
genes. Calgene paid Monsanto $12,175 in fiscal 1995 with respect to such        
license. No amounts were paid in fiscal 1993 or 1994.                           

Monsanto and Calgene entered into a license agreement dated as of April 22, 
1993, under which Monsanto granted Calgene a worldwide, non-exclusive,          
royalty-bearing license under its U.S. patent rights relating to an             
Agrobacterium-based method for soybean transformation. Calgene did not pay any  
amounts in fiscal 1993, 1994 or 1995, with respect to such license.             

Monsanto and Calgene entered into a license agreement dated as of April 22, 
1993, under which Calgene granted Monsanto a world-wide, non-exclusive,         
royalty-bearing license under its patent rights relating to certain methods     
for transformation of Brassica and tomatoes. Monsanto did not pay any           
royalties in fiscal 1993, 1994 or 1995.                                         

Monsanto and Calgene entered into a license agreement dated as of April 23, 
1993, under which Calgene granted Monsanto a non-exclusive, royalty-bearing     
license under its U.S. Agrobacterium-related patent rights. Monsanto did not    
pay any royalties to Calgene in fiscal 1993, 1994 or 1995.                      

Monsanto and Calgene entered into a license agreement dated as of April 22, 
1993, under which Calgene granted Monsanto a world-wide, non-exclusive,         
royalty bearing license under its patent rights relating to the use of          
negative-strand RNA to control indigenous gene expression in plants. Monsanto   
did not pay any royalties in fiscal 1993, 1994 or 1995.                         

Monsanto and Calgene entered into an agreement dated as of April 22, 1993   
pursuant to which each party granted the other a world-wide, non-exclusive,     
royalty-bearing license under its respective patent rights relating             

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to the use of ACC-deaminase in plants to control ethylene production in         
certain fruits. Neither Monsanto nor Calgene paid any royalties pursuant to     
such agreement in fiscal 1993, 1994 or 1995.                                    

Monsanto and Calgene entered into an Insect-Protected Cotton License and    
Seed Services Agreement dated as of September 26, 1995, pursuant to which       
Monsanto has granted to Calgene a non-exclusive, royalty-free U.S. license to   
use Monsanto's B.t. technology in Calgene's cottonseed products. Subject to     
the issuance of a Monsanto patent that covers the B.t. gene that is currently   
being utilized in Newco's cottonseed product development program, Newco would   
be obligated under applicable patent law to end use of its current B.t. gene    
and is permitted under such agreement to incorporate Monsanto's B.t. gene into  
its product development program over a four-year period.                        

Monsanto and Calgene, together with certain unrelated third parties, entered
into a settlement agreement regarding Calgene's patent rights relating to       
glyphosate resistant gene technology. Pursuant to the terms of such settlement  
agreement, Calgene granted Monsanto an exclusive world-wide, paid-up license    
under its patent rights with respect to such technology.                        

Monsanto and Calgene executed an agreement effective as of September 26,    
1995 pursuant to which Monsanto is to provide certain B.t. genes to Calgene     
for evaluation purposes only. Monsanto and Calgene are under no obligation to   
enter into a license agreement for commercial terms.                            

GARGIULO L.P.                                                                   

Gargiulo L.P. is a partner in the BHN Joint Venture, a joint venture        
organized to operate a research facility for purposes of discovering and        
developing new plant varieties having commercial applications. The other        
venturer in the BHN Joint Venture is Harllee-Gargiulo, Inc. ("Harllee-          
Gargiulo"), a corporation which is partially owned by Dewey Gargiulo (10%) and  
Joseph Procacci (10%). Gargiulo L.P. has made an offer to purchase Harllee-     
Gargiulo's interest in the BHN Joint Venture for approximately $900,000 which   
offer has not been accepted.                                                    

Gargiulo L.P. is party to a Marketing Agreement with Harllee-Gargiulo dated 
as of September 1, 1988. The term of such Marketing Agreement is one year,      
renewing automatically for successive one year periods unless terminated by     
either of the parties thereto. Pursuant to such Marketing Agreement, Harllee-   
Gargiulo appointed NTGCo as its exclusive sales agent for tomatoes grown by     
Harllee-Gargiulo. Gargiulo L.P. receives commissions based on the number of     
boxes of tomatoes sold by Gargiulo Inc. on behalf of Harllee-Gargiulo.          
Commissions received by Gargiulo L.P. totalled $317,051, $281,557 and $354,033  
in fiscal 1993, 1994 and 1995, respectively. Pursuant to the terms of the       
Marketing Agreement, upon termination of such Agreement, Gargiulo L.P. is       
entitled to purchase the interest of Harllee-Gargiulo in the BHN Joint Venture  
for an amount equal to the cumulative investment of Harllee-Gargiulo in the     
BHN Joint Venture.                                                              

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The following table sets forth certain information regarding farmland leased
by Gargiulo L.P. from related parties:                                          

                                                                [Download Table]

                                                            APPROXIMATE   
INDIVIDUAL OR ENTITY      FISCAL       APPROXIMATE        AGGREGATE RENTAL
LEASING FARMLAND           YEAR        NO. OF ACRES           PAYMENTS    
--------------------      ------       ------------       ----------------
                                                                          
Coastal Tomato             1995             75(2)              15,250     
 Growers(1)                1994                                23,183     
                           1993                                18,000     
Michael Procacci(3)        1995            320                 96,000     
                           1994                                80,000     
                           1993                                   -0-     
Procacci, Procacci,        1995             96                 73,995     
 Gargiulo I(4)             1994                                   -0-     
                           1993                                44,580     
Procacci, Procacci,        1995            247                 74,000     
 Gargiulo II(5)            1994                                71,630     
                           1993                                56,560     
Procacci, Procacci,        1995            213                 53,900     
 Gargiulo III(6)           1994                                61,770     
                           1993                                55,120     
Gargiulo Pension           1995            233                 69,840     
 Trust(7)                  1994                                67,512     
                           1993                                   -0-     
Jeffrey D. Gargiulo        1995            400                120,000     
 Trust(8)                  1994                               116,000     
                           1993                                65,496     
Desoto Realty              1995            515                154,500     
 Associates, Inc.(9)       1994                               120,850     
                           1993                               114,600     

--------                                                                        
(1) A general partnership in which Jeffrey Gargiulo has a 25% equity interest   
and the remainder is held by third parties.                             
(2) Includes a house.                                                           
(3) Michael Procacci is the brother of Joseph Procacci, a shareholder of        
NTGCo, one of the limited partners of Gargiulo L.P.                     
(4) A general partnership in which Dewey Gargiulo has a 24.672% equity          
interest; John R. Gargiulo has a 2.25% equity interest; Joseph Procacci 
has a 30.175% equity interest; Jeffrey D. Gargiulo has a 2.26% equity   
  interest; Michael Procacci has a 28.186 equity interest; Procacci Brothers
Sales Corp. has an 8.218% equity interest; and the balance is held by   
various Procacci family members.                                        
(5) A general partnership in which the equity interests are held as described   
in Note 4 above.                                                        
(6) A general partnership in which Dewey Gargiulo has approximately a 26.2%     
equity interest; each of Joseph Procacci and Michael Procacci have a    
33.33% equity interest; and each of Jeffrey D. Gargiulo and John R.     
Gargiulo have a 2.39% equity interest.                                  
(7) A pension trust for a frozen pension plan for certain employees of          
Gargiulo L.P. The beneficiaries are 12 individuals who were employees of
the Gargiulo L.P.'s predecessor in 1989 and include Dewey Gargiulo, John
R. Gargiulo and Jeffrey D. Gargiulo.                                    
(8) A trust in which Jeffrey D. Gargiulo is the sole trustee and Dewey          
Gargiulo has a 16.66% interest; John R. Gargiulo has a 16.66% interest; 
Jeffrey D. Gargiulo has a 16.66% interest; and the remaining beneficial 
interest is held by a third party.                                      
(9) A Florida corporation in which Jeffrey Gargiulo has 16.66% equity           
  ownership; John R. Gargiulo has 16.67% equity ownership; John Gargiulo has
16.66% equity ownership; Joseph Procacci has 25% equity interest; and   
Michael Procacci has 25% equity ownership.                              

Gargiulo L.P. made tax shortfall loans totalling $98,507, $98,507, $98,509  
and $295,525 to John R. Gargiulo, Jeffrey D. Gargiulo, Dewey Gargiulo and       
Joseph Procacci during fiscal 1995.                                             

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From time to time Gargiulo L.P. engages in purchases and sales of produce   
and storage of Chilean fruit with Procacci Bros. Sales Corp. and other          
affiliated companies owned by Joseph Procacci or his affiliates, on the one     
hand, and Gargiulo L.P. or its affiliates on the other. All of these            
transactions are conducted on terms and at prices which would have been         
achieved through arms length negotiations between unrelated parties.            

Gargiulo L.P. has provided certain office space and administrative services 
to Gargiulo Landco, Inc. Gargiulo Landco, Inc. is owned by members of the       
Gargiulo family. Gargiulo L.P. has charged Gargiulo Landco, Inc. $24,628,       
$29,462 and $16,331 for such space and services in Fiscal 1993, 1994 and 1995,  
respectively.                                                                   

As of June 30, 1995, NTGCo was indebted to Gargiulo L.P. in the amount of   
$312,526. The amount is payable on demand and will be paid on or prior to the   
Effective Time.                                                                 

Gargiulo L.P. expects to borrow up to $40 million pursuant to an amendment  
to a line of credit with MAP Investment Company, a subsidiary of Monsanto. As   
of January 31, 1996, $10 million was outstanding under this line of credit.     
Such amount will be converted to a loan under the Gargiulo Credit Facility as   
of the Effective Time.                                                          

On October 16, 1995, Gargiulo L.P. entered into an Amended Employment       
Contract ("Employment Agreement") with Mr. Jeffrey D. Gargiulo, under which     
Mr. Gargiulo will serve as the Chief Executive Officer of Gargiulo L.P. and     
any successor entity. The Employment Agreement extends through December 31,     
2001 and will automatically renew for successive one-year terms thereafter,     
unless it is not renewed. It may also be terminated by Gargiulo L.P. if         
certain earnings and capital employed targets are not met by December 31,       
1998, and a revised agreement cannot be negotiated. Under the Employment        
Agreement, commencing January 1, 1996, Mr. Gargiulo's base pay will be          
$350,000 per year and will be subject to 4% annual increases. The Employment    
Agreement provides for Annual and Long-Term Incentive Awards if certain         
earnings and capital employed targets are achieved. The maximum annual bonus    
payable in any fiscal year is two times the Executive's annual base pay.        
Amounts otherwise payable under the bonus formula in excess of this limit can   
be carried back and carried forward one year if the maximum annual bonus for    
those years has not already been paid. The Long-Term Incentive Award is         
payable only if specified earnings and capital employed targets are met         
throughout the term of the Employment Agreement through December 31, 2001. The  
Long-Term Incentive Award payable at 100% of target is $5.8 million. If Newco   
realizes a specified return on its investment in Gargiulo L.P. or successor     
entity through the sale of an equity interest in Gargiulo L.P., a sale of its   
assets or through a public offering, Mr. Gargiulo is entitled to receive a      
percentage of the amount realized, with this amount credited against the        
amount of any long-term bonus that is paid under the Employment Agreement. The  
Employment Agreement provides for severance benefits in accordance with a       
formula set forth in the Employment Agreement, in the event that Mr.            
Gargiulo's employment is terminated by Gargiulo L.P. or any successor entity    
without cause, if Mr. Gargiulo terminates his employment for good reason (as    
defined in the Employment Agreement), or if the Employment Agreement is not     
renewed. Benefits are also provided in the event of his death or disability.    
The Employment Agreement contains a covenant not to compete and a provision to  
protect against improper disclosure of confidential information.                

GARGIULO L.P. AND MONSANTO                                                      

Gargiulo L.P. and Monsanto entered into the Development Agreement for the   
purpose of developing transgenic tomatoes for commercial application in the     
production and sale of fresh market and processing tomatoes. Pursuant to the    
terms of the Development Agreement, Gargiulo L.P. accrued payments totalling    
approximately $1.6 million to Monsanto in each of Fiscal 1994 and 1995 and      
$800,000 in Fiscal 1993. Gargiulo L.P. expects to borrow approximately $2       
million from Monsanto under an existing line of credit in order to make a       
payment to Monsanto which was due December 31, 1995, pursuant to the            
Development Agreement. Such amount will be converted to a loan under the        
Gargiulo Credit Facility as of the Effective Time.                              

The Reorganization Agreement provides that, effective January 1, 1996, the  
Development Agreement will be amended to: (i) terminate Monsanto's obligations  
to carry out the Development Plan (as defined therein) and indemnify Gargiulo   
L.P. against infringement claims will be terminated; and (ii) terminate         
Gargiulo L.P.'s obligations to make royalty payments and certain of the         
licenses granted under the Development/License Agreement will be considered to  
be fully paid up.                                                               

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DESCRIPTION OF NEWCO STOCK OPTION PLANSAND EMPLOYEE STOCK PURCHASE PLAN 

In December 1995, the Board of Directors of Newco adopted, and the          
stockholders subsequently approved, the Newco 1996 Stock Option Plan covering   
5,000,000 shares of Newco Common Stock. Newco will assume, upon the Effective   
Time, Calgene's 1991 Stock Option Plan (the "1991 Option Plan") and 1990        
Employee Stock Purchase Plan (the "Calgene Stock Purchase Plan"). As of         
December 31, 1995, only 365,943 shares were available under the 1991 Option     
Plan.                                                                           

Summary of the 1996 Stock Option Plan                                         

The principal features of Newco's 1996 Stock Option Plan (the "Option Plan")
are summarized below.                                                           

Purpose                                                                     

The purpose of the Option Plan is to attract and retain the best available  
personnel for positions of substantial responsibility, to provide additional    
incentive to employees, officers and directors of Newco and to promote the      
success of Newco's business.                                                    

Administration                                                              

The Option Plan is administered by a committee of Newco's Board of Directors
consisting solely of non-employee directors (references hereinafter to the      
Board of Directors shall include such committee). The interpretation and        
construction of any provision of the Option Plan is within the sole discretion  
of the Board, whose determination is final and conclusive. Members of the       
Board receive no additional compensation for their services in connection with  
the administration of the Option Plan.                                          

Eligibility                                                                 

The Option Plan provides that options may be granted to employees, officers,
directors and consultants of Newco and its subsidiaries, provided that          
incentive stock options may be granted only to employees (including officers    
and directors who are also employees). The Board of Directors or the Chief      
Executive Officer, as authorized by the Board and within specified limits,      
selects the optionees and determines the number of shares to be subject to      
each option. In making such determination, there is taken into account the      
duties and responsibilities of the employee, the value of the employee's        
services, the employee's present and potential contribution to the success of   
Newco, the anticipated number of years of future service of the employee and    
other relevant factors.                                                         

Option grants under the Option Plan to directors who are not employees of   
Newco are automatic and non-discretionary in accordance with the provisions of  
the Option Plan. Each non-employee director is automatically granted an option  
to purchase 10,000 shares at the time of his or her first election to the       
Board of Directors. On the date of the Annual Meeting in each calendar year,    
each non-employee director who is elected at such meeting is automatically      
granted an option to purchase 3,000 shares (except for an eligible director     
who is first elected to the Board of Directors at or within three months prior  
to that meeting).                                                               

The Option Plan does not provide for a maximum or minimum number of shares  
of Common Stock which may be granted under options to any employee.             

Terms of Options                                                            

Each option granted under the Option Plan is evidenced by a written stock   
option agreement between Newco and the optionee. The Board of Directors         
determines when options may be exercisable. In general, an option becomes       
exercisable in increments during its term. Options may have a maximum term of   
ten years from the date of grant. The current form of option agreement          
provides for a ten-year term. No option may be exercised after the expiration   
of its term.                                                                    

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The exercise price of options granted under the Option Plan is determined by
the Board of Directors and, in the case of incentive stock options or options   
granted to directors who are not employees, may not be less than 100% of the    
fair market value of the Common Stock on the date the option is granted.        
Depending on the terms of the particular option, payment for shares issued      
upon exercise may consist of cash, check, personal promissory note, surrender   
of shares owned by the optionee or such other consideration as determined by    
the Board of Directors and permissible under Delaware law.                      

If an optionee's employment with Newco is terminated for any reason, the    
option shall be exercisable within such period of time as is determined by the  
Board of Directors (generally, thirty days, under the proposed form of option   
agreement) to the extent that such option rights were exercisable on the date   
of termination, and thereafter the option shall terminate. Longer periods are   
permitted in the event of termination of employment due to death or             
disability. An option is not transferable by the optionee, other than by will   
or the laws of descent and distribution.                                        

The option agreement may contain such other terms, provisions and conditions
not inconsistent with the Option Plan as may be determined by the Board of      
Directors. The Board of Directors may, with the consent of any optionee,        
cancel or amend the terms (including price) of any outstanding option.          

Changes in Capitalization                                                   

In the event of changes in the Common Stock by reason of a stock dividend,  
split-up or combination of shares, reclassification, recapitalization, merger,  
consolidation, reorganization or liquidation, the Newco Board shall make such   
adjustments in the option price and the number and class of shares subject to   
the option under the Option as it shall deem appropriate. In the event of any   
merger of Newco or any acquisition of all or substantially all of its assets    
or stock, or any liquidation of Newco, the Newco Board shall have the power to  
make arrangements for the substitution of new options for any options then      
outstanding under the Option Plan or for the assumption by Newco's successor    
of any such options or for the acceleration of the expiration date of options.  

Amendment and Termination                                                   

The Board of Directors may at any time amend or terminate the Option Plan.  
To the extent necessary to comply with rules promulgated under Section 16 of    
the Exchange Act or to comply with Sections 421 and 422 of the Internal         
Revenue Code and any regulations thereunder, any amendment made to the Option   
Plan will require approval of the stockholders of Newco. The Option Plan will   
terminate in any event in 2005. Termination will not impair any option          
previously granted without the optionee's consent.                              

Federal Income Tax Consequences                                             

Incentive Stock Options. No taxable income will be recognized by an optionee
upon the grant or exercise of an incentive stock option (provided that the      
difference between the option exercise price and the fair market value of the   
stock on the date of exercise must be included in the optionee's "alternative   
minimum taxable income"), and no corresponding expense deduction will be        
available to Newco. Generally, if an optionee holds shares acquired upon the    
exercise of incentive stock options until the later of (i) two years from the   
grant of the option and (ii) one year from the date of transfer of the          
purchased shares to him or her (the "Statutory Holding Period), any gain to     
the optionee upon a sale of such shares will be treated as capital gain. The    
gain recognized upon the sale of the stock is the difference between the        
option price and the sale price of the stock. The net federal income tax        
effect on the holder of incentive stock options is to defer, until the stock    
is sold, taxation of any increase in the stock's value from the time of grant   
to the time of exercise, and to cause all such increase to be treated as        
capital gain.                                                                   

If the optionee sells the shares prior to the expiration of the Statutory   
Holding Period, he or she will realize taxable income at ordinary income tax    
rates in an amount equal to the lesser of (i) the fair market value of the      

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shares on the date of exercise less the option price, or (ii) the amount        
realized on the sale less the option price, and Newco will receive a            
corresponding business expense deduction. Any additional gain will be treated   
as long-term capital gain if the shares are held for more than one year prior   
to the sale and as short-term capital gain if the shares are held for a         
shorter period. If the optionee sells the stock for less than the option        
price, he or she will recognize a capital loss equal to the difference between  
the sale price and the option price. The loss will be a long-term capital loss  
if the shares are held for more than one year prior to the sale and a short-    
term capital loss if the shares are held for a shorter period.                  

Nonstatutory Stock Options. No taxable income is recognized by the optionee 
upon the grant of a nonstatutory option. The optionee must recognize as         
ordinary income in the year in which the option is exercised the amount by      
which the fair market value of the purchased shares on the date of exercise     
exceeds the option price (and Newco may be required to withhold an appropriate  
amount for tax purposes). If the optionee is a person who is required to file   
reports pursuant to Section 16(a) of the Exchange Act, then upon the exercise   
of an option within six months from the date of grant no income will be         
recognized by the optionee until six months have expired from the date the      
option was granted, and the income then recognized will include any             
appreciation in the value of the shares during the period between the date of   
exercise and the date six months after the date of grant (unless the optionee   
makes an election under Section 83(b) of the Code to have the difference        
between the exercise price and fair market value on the date of exercise        
recognized as ordinary income as of the time of exercise). Newco will be        
entitled to a business expense deduction equal to the amount or ordinary        
income recognized by the optionee, subject to the limitations of Section        
162(m) of the Code. Any additional gain or any loss recognized upon the         
subsequent disposition of the purchased shares will be a capital gain or loss,  
and will be a long-term gain or loss if the shares are held for more than one   
year.                                                                           

Summary of 1991 Stock Option Plan                                             

The 1991 Option Plan was adopted by the Calgene Board in 1991 and approved  
by the stockholders of Calgene 1991. The 1991 Option Plan was amended by the    
Calgene Board and the stockholders of Calgene in 1994 to increase the number    
of shares authorized for issuance thereunder by 1,250,000 shares to an          
aggregate of 2,500,000 shares.                                                  

As of December 31, 1995, options to purchase 1,996,697 shares of Calgene    
Common Stock were outstanding under the 1991 Option Plan, 137,360 shares had    
been issued upon exercise of options granted under the 1991 Option Plan and     
365,943 shares were available for future grants under the 1991 Option Plan.     

The 1991 Option Plan is substantially similar in all respects to the 1996   
Option Plan described above.                                                    

Summary of 1990 Employee Stock Purchase Plan                                  

The 1990 Employee Stock Purchase Plan (the "Purchase Plan") authorizes the  
issuance of up to an aggregate of 500,000 shares of Common Stock to             
participating employees. As of December 31, 1995, 383,912 shares were           
available under the Purchase Plan.                                              

The Purchase Plan will be administered by the Newco Board, which will be    
authorized to decide questions of eligibility and to make rules and             
regulations for the administration and interpretation of the Purchase Plan.     
With certain exceptions, all employees, including officers, employed by Newco   
or its subsidiaries are eligible to participate in the Purchase Plan. Non-      
employee directors are not eligible to purchase shares under the Purchase       
Plan.                                                                           

The Purchase Plan provides for consecutive offerings to employees to        
purchase Common Stock under the Purchase Plan as determined by the Board of     
Directors from time to time ("Offerings"). An employee may elect to have a      
minimum of 2% and a maximum of 10% deducted from his or her regular salary for  
this purpose but in no event may an employee purchase more than 5,000 shares    
or invest more than $25,000 in any one Offering. The price at which an          
employee's option is exercised is the lower of (i) 85% of the last reported     
price of the                                                                    

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Common Stock on the Nasdaq National Market on the day that the Offering         
commences or (ii) 85% of the last reported price on the day that the Offering   
terminates.                                                                     

The Newco Board may at any time terminate or amend the Purchase Plan.       
However, if approval of an amendment is required by Section 423 of the Code or  
Rule 16b-3 of the Exchange Act, such amendment may not be effected without      
such approval. The Purchase Plan requires that all amounts in the accounts of   
participating employees be promptly refunded upon termination of the Purchase   
Plan.                                                                           

Because participation in the Purchase Plan is voluntary, it is not possible 
to determine the number of shares of Newco Common Stock to be purchased by any  
particular current executive officer, by all current executive officers as a    
group or by non-executive employees as a group. Based solely upon the last      
reported sales price of Calgene Common Stock on the Nasdaq National Market on   
December 15, 1995 ($4.875 per share), the fair market value of the Common       
Stock available under the Purchase Plan as of December 31, 1995 was $1.87       
million.                                                                        

Federal Income Tax Consequences                                             

The Purchase Plan is intended to qualify as an "employee stock purchase     
plan" as defined in Section 423 of the Code, which provides that an employee    
will not realize any federal tax consequences when such employee joins the      
Purchase Plan, or when an Offering ends and such employee receives shares of    
Newco Common Stock. An employee must, however, recognize income or loss on the  
difference, if any, between the price at which he or she sells the shares and   
the price he or she paid for them. If an employee has owned shares purchased    
under the plan for more than one year, disposes of them at least two years      
after the date an Offering commenced, and the market price of the shares on     
the date of sale is equal to or less than the purchase price under the          
Purchase Plan, he or she will recognize a long-term capital loss in the amount  
equal to the price paid over the sale price. If an employee has owned shares    
for more than one year, more than two years has lapsed from the date the        
Offering commenced, and the market price of the shares on the date of sale is   
higher than the purchase price under the Purchase Plan, the employee must       
recognize ordinary income in an amount equal to the lesser of (a) the fair      
market value of the shares on the day the Offering commenced over the price     
paid, or (b) the excess of the amount actually received for the shares over     
the purchase price. Any further gain would be treated as long-term capital      
gain.                                                                           

If an employee sells shares purchased under the plan prior to holding them  
for more than one year or prior to two years from the date the Offering         
commenced, he or she must recognize ordinary income in the amount of the        
difference between the price he or she paid and the market price of the shares  
on the date of purchase and Newco will receive an expense deduction for the     
same amount, subject to the limitation of Section 162(m) of the Code. The       
employee will recognize a capital gain or loss on the difference between the    
sale price and the market price on the date of purchase. Newco will not be      
entitled to a tax deduction upon either the purchase or sale of shares under    
the Purchase Plan if the holding period requirements set forth above are met.   
The Purchase Plan is not qualified under Section 401(a) of the Code.            

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DESCRIPTION OF NEWCO CAPITAL STOCK  

GENERAL                                                                         

The authorized capital stock of Newco presently consists of 80 million      
shares of Newco Common Stock and 10 million shares of Preferred Stock.          

The following are summaries of the terms of the Newco Common Stock and Newco
Preferred Stock. Such summaries do not purport to be complete.                  

COMMON STOCK                                                                    

Newco is authorized to issue up to 80 million shares of Common Stock, $0.001
par value per share. Holders of Newco Common Stock are entitled to one vote     
for each share held on all matters submitted to a vote of stockholders, except  
that under certain circumstances stockholders may cumulate their votes in the   
election of directors. Holders of Newco Common Stock are entitled to receive    
ratably such dividends, if any, as may be declared by the Newco Board out of    
funds legally available therefor, subject to any preferential dividend rights   
of any outstanding Preferred Stock. Upon the liquidation, dissolution or        
winding up of Newco, the holders of Newco Common Stock are entitled to receive  
ratably the net assets of Newco available after the payment of all debts and    
other liabilities and subject to the prior rights of any outstanding Preferred  
Stock. Holders of Newco Common Stock have no preemptive or conversion rights.   
The outstanding shares of Newco Common Stock are, and the shares to be issued   
in connection with the Merger will be, when issued and paid for, fully paid     
and nonassessable. The rights, preferences and privileges of holders of Newco   
Common Stock are subject to, and may be adversely affected by, the rights of    
the holders of shares of any series of Preferred Stock which Newco may          
designate and issue in the future.                                              

PREFERRED STOCK                                                                 

The Newco Board is authorized, subject to any limitations prescribed by law,
from time to time to issue up to an aggregate of 10 million shares of           
Preferred Stock, $.001 par value per share, in one or more series, each of      
such series to have such rights and preferences, including voting rights,       
dividend rights, conversion rights, redemption privileges and liquidation       
preferences, as shall be determined by the Newco Board. The rights of the       
holders of Newco Common Stock will be subject to, and may be adversely          
affected by, the rights of holders of any Preferred Stock that may be issued    
in the future. Issuance of Preferred Stock, while providing desirable           
flexibility in connection with possible acquisitions and other corporate        
purposes, could have the effect of making it more difficult for a third party   
to acquire, or of discouraging a third party from attempting to acquire, a      
majority of the outstanding voting stock of Newco. Except as described below,   
Newco has no present plans to issue any shares of Preferred Stock.              

The Newco Board has authorized a series of Preferred Stock designated as the
Series A Redeemable, Non-Voting Preferred Stock (the "Newco Series A Preferred  
Stock"). The Newco Series A Preferred Stock will have no voting rights, except  
as otherwise required by law; will not be convertible into common stock; will   
have a liquidation preference of $1.00 per share; and will be redeemable by     
Newco at any time up to December 31, 1999 for $1.00 per share. At Closing,      
Monsanto and Warren R. Haug will exchange 499 shares and 501 shares,            
respectively, of Calgene Series A Preferred Stock for the same number of        
shares of Newco Series A Preferred Stock.                                       

DELAWARE ANTI-TAKEOVER LAW                                                      

Newco is subject to the provisions of Section 203 of the Delaware Law.      
Section 203 prohibits a publicly held Delaware corporation from engaging in a   
"business combination" with an "interested stockholder" for a period of three   
years after the date of the transaction in which the person became an           
"interested stockholder," unless the business combination is approved in a      
prescribed manner. A "business combination" includes mergers, asset sales and   
other transactions resulting in a financial benefit to the "interested          
stockholder." Subject                                                           

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to certain exceptions, an "interested stockholder" is a person who, together    
with affiliates and associates, owns (or within three years did own) 15% or     
more of the corporation's voting stock.                                         

CERTAIN CHARTER AND BY-LAW PROVISIONS                                           

Newco has included in its Certificate of Incorporation provisions to        
indemnify its directors and officers to the fullest extent permitted by         
Section 145 of the Delaware Law. Newco's Certificate of Incorporation also      
includes provisions to eliminate the personal monetary liability of its         
directors to Newco or its stockholders for breaches of fiduciary duty, except   
as specifically provided under Delaware Law. Newco believes that these          
provisions are necessary to attract and retain qualified persons as directors   
and officers.                                                                   

TRANSFER AGENT AND REGISTRAR                                                    

The transfer agent and registrar for Newco's Common Stock is The First      
National Bank of Boston, Post Office Box 644, Boston, Massachusetts 02102.      
Telephone number: (617) 575-2537.                                               

COMPARISON OF STOCKHOLDER RIGHTS  

The rights of holders of Calgene Common Stock are substantially identical to
the rights of holders of Newco Common Stock, subject to the right of Monsanto   
to designate certain Directors of Newco and approve certain actions. Certain    
provisions of the Stockholders Agreement have been incorporated into Newco's    
Certificate of Incorporation. See "The Reorganization Agreement and Related     
Agreements--The Stockholders Agreement."                                        

NO APPRAISAL RIGHTS 

Holders of Calgene Common Stock do not have rights of appraisal under the   
Delaware Law in connection with the Reorganization.                             

LEGAL MATTERS 

The validity of the shares of Newco Common Stock to be issued in connection 
with the Merger will be passed upon for Newco by Hale and Dorr.                 

EXPERTS 

The consolidated financial statements of Calgene at June 30, 1994 and 1995  
and for each of the three years in the period ended June 30, 1995,              
incorporated by reference in this Proxy Statement/Prospectus and Registration   
Statement have been audited by Ernst & Young LLP, independent auditors, as set  
forth in their report thereon incorporated by reference in this Proxy           
Statement/Prospectus and Registration Statement. Such financial statements      
have been incorporated herein by reference in reliance upon such report given   
upon the authority of such firm as experts in accounting and auditing.          

The consolidated balance sheet of Calgene II, Inc. ("Newco") at December 15,
1995 appearing in this Proxy Statement/Prospectus and Registration Statement    
has been audited by Ernst & Young LLP, independent auditors, as set forth in    
their report thereon appearing elsewhere herein, and is included in reliance    
upon such report given upon the authority of such firm as experts in            
accounting and auditing.                                                        

The consolidated financial statements of Gargiulo L.P. and Subsidiaries at  
June 30, 1995 and 1994 and for the years then ended and for the period from     
December 23, 1992 to June 30, 1993 and the combined financial statements of     
NTGargiulo, Inc. and Affiliates for the period from July 1, 1992 to December    
22, 1992, except                                                                

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Gargiulo P.R., Inc. (formerly known as NTGargiulo P.R., Inc. and as South       
Coast Fruit and Vegetable Company, Inc.) and subsidiary, included in this       
proxy statement have been audited by Deloitte & Touche LLP as stated in their   
reports appearing herein. The financial statements of Gargiulo P.R., Inc. and   
subsidiary (consolidated with those of Gargiulo L.P. and combined with those    
of NTGargiulo, Inc.) have been audited by Landa, Umpierre and Company as        
stated in their reports included herein. Such consolidated financial            
statements of Gargiulo L.P. and Subsidiaries and combined financial statements  
of NTGargiulo, Inc. and Affiliates are included herein in reliance upon the     
reports of such firms given upon their authority as experts in accounting and   
auditing. Both the foregoing firms are independent auditors.                    

The combined financial statements of Tomato Investment Associates, Inc. and 
Produce Related Technology of Monsanto Company at June 30, 1995 and 1994 and    
for the years then ended included in this proxy statement have been audited by  
Deloitte & Touche LLP, independent auditors, as stated in their reports         
appearing herein (which reports express an unqualified opinion and include an   
explanatory paragraph referring to pending litigation against Gargiulo L.P.),   
and have been so included in reliance upon the reports of such firm given upon  
their authority as experts in accounting and auditing.                          

The audited financial statements of Collier Farms included in this proxy    
have been audited by Arthur Andersen LLP, independent certified public          
accountants, as indicated in their report with respect thereto, and are         
included herein in reliance upon the authority of said firm as experts in       
giving said report.                                                             

STOCKHOLDER PROPOSALS 

Pursuant to Rule 14a-8 under the Exchange Act, in the event the             
Reorganization is not consummated, stockholders of Calgene may present          
proposals for inclusion in Calgene's proxy statement for consideration at the   
next annual meeting of Calgene's stockholders by submitting their proposals to  
Calgene in a timely manner. In order to be considered for inclusion in the      
proxy statement for Calgene's annual meeting of stockholders to be held after   
the fiscal year ending June 30, 1996, stockholder proposals must be received    
by Calgene no later than June 12, 1996.                                         

ACCOMPANYING CALGENE REPORTS  

Copies of Calgene's Annual Report to Stockholders for the fiscal year ended 
June 30, 1995 are being delivered to Calgene's stockholders with this Proxy     
Statement/Prospectus.                                                           

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
CALGENE II, INC.:                                                              
 Report of Independent Auditors...........................................  F-2
 Consolidated Balance Sheet at December 15, 1995..........................  F-3
 Note to Consolidated Balance Sheet.......................................  F-4
TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF           
 MONSANTO COMPANY:                                                             
 Independent Auditors' Report.............................................  F-5
 Balance Sheets at June 30, 1995 and 1994.................................  F-6
 Statements of Operations for the Years Ended June 30, 1995, 1994 and          
  1993....................................................................  F-7
 Statements of Shareholder's Equity for the Years Ended June 30, 1995,         
  1994 and 1993...........................................................  F-8
 Statements of Cash Flows for the Years Ended June 30, 1995, 1994 and          
  1993....................................................................  F-9
 Notes to Financial Statements............................................ F-10
 Combined Balance Sheet--Unaudited at September 30, 1995.................. F-15
 Combined Statement of Operations--Unaudited for the Three Months Ended        
  September 30, 1995 and 1994............................................. F-16
 Notes to Combined Financial Statements--Unaudited........................ F-17
GARGIULO, L.P. AND SUBSIDIARIES:                                               
 Independent Auditors' Report............................................. F-18
 Independent Auditors' Report............................................. F-19
 Consolidated Balance Sheets at June 30, 1995 and 1994.................... F-20
 Consolidated Statements of Operations for the Years Ended June 30, 1995       
  and 1994 and for the Period From December 23, 1992 (Date of Commence-        
  ment) to June 30, 1993, and NTGargiulo, Inc. and Affiliates (The "Prede-     
  cessor Company") Combined Statement of Operations for the Period From        
  July 1, 1992 to December 22, 1992....................................... F-21
 NTGargiulo, Inc. and Affiliates (The "Predecessor Company") Combined          
  Statement of Stockholders' Equity for the Period from July 1, 1992 to        
  December 22, 1992, and Gargiulo, L.P. and Subsidiaries (The "Partner-        
  ship") Consolidated Statements of Partners' Capital for the Years Ended      
  June 30, 1995 and 1994 and for the Period From December 23, 1992 (Date       
  of Commencement) to June 30, 1993....................................... F-22
 Consolidated Statements of Cash Flows for the Years Ended June 30, 1995       
  and 1994 and for the Period From December 23, 1992 (Date of Commence-        
  ment) to June 30, 1993, and NTGargiulo, Inc. and Affiliates (The "Prede-     
  cessor Company") Combined Statement of Cash Flows for the Period From        
  July 1, 1992 to December 22, 1992....................................... F-23
 Notes to Consolidated/Combined Financial Statements...................... F-24
 Independent Auditors' Report............................................. F-36
 Independent Auditors' Report............................................. F-37
 Consolidated Condensed Balance Sheet--Unaudited at September 30, 1995.... F-38
 Consolidated Condensed Statements of Operations--Unaudited for the Three      
  Months Ended September 30, 1995 and 1994................................ F-39
 Consolidated Condensed Statements of Cash Flows--Unaudited for the Three      
  Months Ended September 30, 1995 and 1994................................ F-40
 Notes to Consolidated Condensed Financial Statements--Unaudited.......... F-41
COLLIER FARMS:                                                                 
 Report of Independent Certified Public Accountants....................... F-42
 Combined Balance Sheets at June 30, 1995, 1994 and 1993.................. F-43
 Combined Statements of Operations and Owners' Equity for the Years Ended      
  June 30, 1995, 1994 and 1993............................................ F-44
 Combined Statements of Cash Flows for the Years Ended June 30, 1995, 1994     
  and 1993................................................................ F-45
 Notes to Combined Financial Statements................................... F-46
 Combined Balance Sheets--Unaudited at September 30, 1995 and 1994........ F-50
 Combined Statements of Operations and Owners' Equity--Unaudited for the       
  Three Months Ended September 30, 1995 and 1994.......................... F-51
 Combined Statements of Cash Flows--Unaudited for the Three Months Ended       
  September 30, 1995 and 1994............................................. F-52
 Notes to Combined Financial Statements--Unaudited........................ F-53

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REPORT OF INDEPENDENT AUDITORS  

The Board of Directors                                                          
Calgene II, Inc.                                                                

We have audited the accompanying consolidated balance sheet of Calgene II,  
Inc. as of December 15, 1995. This balance sheet is the responsibility of the   
Company's management. Our responsibility is to express an opinion on this       
balance sheet based on our audit.                                               

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the balance sheet is free of          
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the balance sheet. An audit also      
includes assessing the accounting principles used and significant estimates     
made by management, as well as evaluating the overall balance sheet             
presentation. We believe that our audit of the balance sheet provides a         
reasonable basis for our opinion.                                               

In our opinion, the balance sheet referred to above presents fairly, in all 
material respects, the consolidated financial position of Calgene II, Inc. at   
December 15, 1995, in conformity with generally accepted accounting             
principles.                                                                     

                                                             ERNST & YOUNG LLP

Sacramento, California                                                          
December 18, 1995                                                               

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CALGENE II, INC.

CONSOLIDATED BALANCE SHEET

DECEMBER 15, 1995 

                                                                [Download Table]
                                                                               
ASSETS                                                                         
  Current assets--cash.................................................. $1,010
                                                                         ======
SHAREHOLDERS' EQUITY:                                                          
  Common Stock, $0.001 par value; 1,000 shares authorized, issued and          
   outstanding.......................................................... $    1
  Additional paid-in capital............................................  1,009
                                                                         ------
                                                                         $1,010
                                                                         ======

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CALGENE II, INC.  

NOTE TO CONSOLIDATED BALANCE SHEET  

DECEMBER 15, 1995 

1. DESCRIPTION OF CALGENE II, INC.                                              

Calgene II, Inc. ("Newco"), a Delaware corporation, was incorporated on     
November 21, 1995. Newco is a holding company that was established by Monsanto  
Company ("Monsanto") and Calgene, Inc. ("Calgene") to effect the transactions   
contemplated by the Reorganization Agreement dated October 13, 1995 between     
Monsanto and Calgene (collectively, the "Reorganization"). Upon consummation    
of the Reorganization, Newco will own (i) all of the outstanding shares of      
capital stock of Calgene, which shall be renamed "Calgene Technology            
Corporation," and (ii) all of the outstanding shares of capital stock of        
Tomato Investment Associates, Inc. and Produce Related Technology of Monsanto   
Company ("TIA"), a wholly-owned subsidiary of Monsanto, which upon              
consummation of the Reorganization will own the entire equity interest in       
Gargiulo L.P. Consummation of the Reorganization is subject to the approval of  
Calgene shareholders, the pre-transaction filing and waiting period             
requirements applicable to the Reorganization under the Hart-Scott-Rodino       
Antitrust Improvements Act of 1976, as amended, the effectiveness of the Newco  
Registration Statement described below, compliance with applicable state        
securities laws, and other customary closing conditions. Newco has not engaged  
in any operating activities since its inception.                                

Upon consummation of the Reorganization, Newco will be renamed "Calgene,    
Inc." and Monsanto will own 49.9% of the then outstanding shares of Newco       
Common Stock and the holders of Calgene Common Stock outstanding immediately    
prior to the Reorganization will own 50.1% of the then outstanding shares of    
Newco Common Stock.                                                             

Newco will file with the Securities and Exchange Commission a Registration  
Statement on Form S-4 under the Securities Act of 1933, as amended, with        
respect to the shares of Newco's Common Stock to be issued to the shareholders  
of Calgene pursuant to the Reorganization Agreement.                            

The consolidated balance sheet includes the accounts of Calgene II, Inc. and
its wholly-owned subsidiary, Calgene Acquisition Corp. All intercompany         
accounts and transactions have been eliminated in consolidation.                

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INDEPENDENT AUDITORS' REPORT  

To Tomato Investment Associates, Inc.                                           
and Produce Related Technology of                                             
Monsanto Company:                                                             

We have audited the accompanying combined balance sheets of Tomato          
Investment Associates, Inc. ("TIA") (a wholly-owned subsidiary of Monsanto      
Company) and Produce Related Technology of Monsanto Company (See Note 1) as of  
June 30, 1995 and 1994, and the related statements of operations,               
shareholder's equity, and cash flows for each of the three years in the period  
ended June 30, 1995. These financial statements are the responsibility of the   
Company's management. Our responsibility is to express an opinion on these      
financial statements based on our audit.                                        

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audit provides a reasonable basis   
for our opinion.                                                                

In our opinion, such combined financial statements present fairly, in all   
material respects, the financial position of the Company as of June 30, 1995    
and 1994, and the results of its operations and its cash flows for each of the  
three years in the period ended June 30, 1995 in conformity with generally      
accepted accounting principles.                                                 

DELOITTE & TOUCHE LLP                                                           

October 2, 1995                                                                 

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TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF MONSANTO 
COMPANY 

BALANCE SHEETS

JUNE 30, 1995 AND 1994

                                                                [Download Table]

                                                               1995     1994   
                                                             --------  ------- 
                                                              (IN THOUSANDS)   
                                                                               
                           ASSETS                                              
                           ------                                              
INVESTMENT IN EQUITY AFFILIATE.............................. $ 56,213  $25,161 
DEFERRED TAX ASSET..........................................      369      250 
                                                             --------  ------- 
TOTAL....................................................... $ 56,582  $25,411 
                                                             ========  ======= 
            LIABILITIES AND SHAREHOLDER'S EQUITY                               
            ------------------------------------                               
CURRENT LIABILITIES--Due to Monsanto Company................ $  2,652  $   986 
ADVANCE PAYMENT ON DEVELOPMENT AGREEMENT....................    1,723    1,410 
DEFERRED TAX LIABILITY......................................    1,304    1,255 
SHAREHOLDER'S EQUITY:                                                          
  Capital stock ($.01 par value, 1,000 shares authorized and                   
   issued)                                                                     
  Additional paid-in capital................................   63,524   29,096 
  Accumulated deficit.......................................  (12,621)  (7,336)
                                                             --------  ------- 
    Total shareholder's equity..............................   50,903   21,760 
                                                             --------  ------- 
TOTAL....................................................... $ 56,582  $25,411 
                                                             ========  ======= 

See notes to financial statements.

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TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF MONSANTO 
COMPANY 

STATEMENTS OF OPERATIONS

YEARS ENDED JUNE 30, 1995, 1994 AND 1993

                                                                [Download Table]

                              1995     1994     1993   
                             -------  -------  ------- 
                                 (IN THOUSANDS)        
                                                       
OPERATING EXPENSES:                                    
  Technological............. $ 4,729  $ 4,559  $ 6,317 
  Amortization..............   1,915      988      499 
                             -------  -------  ------- 
    Total Operating                                    
     Expenses...............   6,644    5,547    6,816 
EQUITY SHARE OF NET INCOME                             
 (LOSS) OF AFFILIATE........    (941)      90      592 
                             -------  -------  ------- 
NET LOSS BEFORE INCOME                                 
 TAXES......................   7,585    5,457    6,224 
INCOME TAX (BENEFIT)........  (2,300)  (2,045)  (2,300)
                             -------  -------  ------- 
NET LOSS.................... $(5,285) $(3,412) $(3,924)
                             =======  =======  ======= 

See notes to financial statements.

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TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF MONSANTO 
COMPANY 

STATEMENTS OF SHAREHOLDER'S EQUITY

YEARS ENDED JUNE 30, 1995, 1994 AND 1993

                                                                [Download Table]

                                                                  (IN THOUSANDS)
                                                                                
INITIAL CAPITAL CONTRIBUTION ON DECEMBER 23, 1992................    $24,980    
  Additional capital contribution, June 30, 1993.................      5,220    
  Tax benefit of loss on consolidated tax return.................     (2,160)   
  Net loss for the year ended June 30, 1993......................     (3,924)   
                                                                     -------    
BALANCE, JUNE 30, 1993...........................................     24,116    
  Additional capital contribution, June 30, 1994.................      4,246    
  Tax benefit of loss on consolidated tax return.................     (3,190)   
  Net loss for the year ended June 30, 1994......................     (3,412)   
                                                                     -------    
BALANCE, JUNE 30, 1994...........................................     21,760    
  Additional capital contribution, July 29, 1994.................      4,416    
  Tax benefit of loss on consolidated tax return.................     (2,230)   
  Additional capital contribution, June 30, 1995.................     32,242    
  Net loss for the year ended June 30, 1995......................     (5,285)   
                                                                     -------    
BALANCE, JUNE 30, 1995...........................................    $50,903    
                                                                     =======    

See notes to financial statements.

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TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF MONSANTO 
COMPANY 

STATEMENTS OF CASH FLOWS

YEARS ENDED JUNE 30, 1995, 1994 AND 1993

                                                                [Download Table]

                                                    1995      1994      1993   
                                                  --------  --------  -------- 
                                                        (IN THOUSANDS)         
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                          
 Net loss........................................ $ (5,285) $ (3,412) $ (3,924)
 Adjustments to reconcile net loss to net cash                                 
  provided by (used in) operating activities:                                  
  Amortization...................................    1,915       988       499 
  Equity share of net (income) loss of                                         
   affiliate.....................................      941       (90)     (592)
  Increase (decrease) in due to Monsanto.........    1,666      (669)    1,655 
  Increase in advance payment on development                                   
   agreement.....................................      313       313     1,097 
  (Increase) decrease in deferred taxes..........      (70)    1,145      (140)
                                                  --------  --------  -------- 
    Net cash (used in) operating activities......     (520)   (1,725)   (1,405)
                                                  --------  --------  -------- 
CASH FLOWS FROM INVESTING ACTIVITIES--                                         
  Net investment in equity affiliates............  (33,908)      669   (26,635)
                                                  --------  --------  -------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
  Capital contributions..........................   36,658     4,246    30,200 
  Distribution related to tax benefit of loss on                               
   consolidated tax return.......................   (2,230)   (3,190)   (2,160)
                                                  --------  --------  -------- 
    Net cash provided by financial activities....   34,428     1,056    28,040 
                                                  --------  --------  -------- 
INCREASE (DECREASE) IN CASH......................      --        --        --  
CASH, BEGINNING OF YEAR..........................      --        --        --  
                                                  --------  --------  -------- 
CASH, END OF PERIOD.............................. $    --   $    --   $    --  
                                                  ========  ========  ======== 

See notes to financial statements.

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TOMATO INVESTMENT ASSOCIATES, INC. AND PRODUCE RELATED TECHNOLOGY OF MONSANTO 
COMPANY 

NOTES TO FINANCIAL STATEMENTS 

YEARS ENDED JUNE 30, 1995, 1994 AND 1993  
(IN THOUSANDS)  

1. BASIS OF PRESENTATION                                                        

The accompanying combined financial statements represent the financial      
statements of Tomato Investment Associates, Inc. ("TIA") and Produce Related    
Technology of Monsanto Company ("Technology"). These business entities will be  
collectively known as the "Company".                                            

Tomato Investment Associates, Inc.                                            

TIA, a Delaware corporation and wholly-owned subsidiary of Monsanto Company 
("Monsanto"), was incorporated on November 17, 1992.                            

TIA was formed to enter into a partnership agreement on December 23, 1992   
with Gargiulo, L.P. (formerly known as NTGargiulo, L.P.), a Delaware limited    
partnership and subsidiaries (the "Partnership"). The Partnership is an         
agriculture producer, primarily of tomatoes and berries, and is engaged in      
various related business activities.                                            

TIA contributed cash to the Partnership and cumulatively owns 49.9% of the  
Partnership.                                                                    

TIA has the right (the "Existing Option") currently to acquire the balance  
of the capital stock of Gargiulo, L.P., that it does not own, as well as        
further Partnership interests for $32.1 million, so that, after exercise of     
the Existing Option, TIA will own 100% of the general partner and interest in   
the Partnership equal to 82%.                                                   

In addition, under the Gargiulo, L.P. Agreement of Reorganization, upon     
exercising the Existing Option, TIA has the further option to acquire the       
additional Partnership interest equal to the remaining 18% ownership interest   
for $18 million.                                                                

Produce Related Technology of Monsanto Company                                

This technology represents intellectual property relating to certain produce
and oils research and development. Such technology is applied to produce        
plants defined as fresh and processed tomatoes, berries, mangoes, cucurbits,    
peppers and sweetcorn and related intellectual property. Such applications are  
listed as follows:                                                              

. Ripening control using ACC-deaminase license in tomato                    
. Ripening control using antisense-ACC synthase                             
. Starch modification using ADPGPP                                          
. Cucumber Mosaic Virus resistance using CMV protein gene and generic coat  
protein patent rights                                                   
. Geminivirus resistance using variant AL1 gene from target virus           
. Insect resistance using genes encoding insect control proteins from       
Bacillus thuringiensis                                                  
. Tomato Fruit-Specific Promoters                                           

Oil defined as Canola, oil seed rape and sunflower and related intellectual 
property are listed as follows:                                                 

. Canola, oil seed rape and sunflower transformation methods                
. Altered linolenic acid content using the FAD3 gene                        
. Expression of sucrose phosphorylase expression in plants                  
. Calgene, Inc. oilseed crop plants with altered oil compositions achieved  
through insertion of Antisense cytochrome b5 and PEP carboxylase genes  

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TOMATO INVESTMENT ASSOCIATES, INC.  
AND PRODUCE RELATED TECHNOLOGY OF MONSANTO COMPANY  

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

Technology is a carve-out of Monsanto technology costs and include all      
direct and indirect costs associated with developing the technology listed      
above.                                                                          

The combined financial statements of the Company have been presented to be  
considered as a part of a proposed transaction between Monsanto and Calgene,    
Inc., a Delaware corporation ("Calgene"). Calgene is a biotechnology company    
that is developing genetically engineered plants and plant products for the     
seed, food, and oleochemical industries. The proposed acquisition agreement     
involves Monsanto contributing cash, its equity interest in the Partnership,    
and Technology in exchange for a 49.9% interest in a new company ("Newco").     
Newco will be comprised of the Monsanto assets defined above (after its         
exercise of its options to acquire 100% Gargiulo, L.P.) and 100% of Calgene.    

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Investment in Equity Affiliate--The Company's investment in the Partnership 
is accounted for under the equity method of accounting for investments.         

Goodwill--Goodwill which is included in the Investment in Equity Affiliate  
line of the balance sheet totaled $25.6 million and $12.8 million net           
accumulated amortization of $2.4 million and $1.1 million at June 30, 1995 and  
1994, respectively and is amortized on a straight-line basis over its           
estimated useful life, 20 years. TIA evaluates the periods of amortization      
continually and has determined there are no later events or circumstances       
which would warrant revision to its original estimate of useful life.           

Research and Development--Research and development costs are expensed as    
incurred.                                                                       

Income Taxes--The Company is a "C" Corporation. Income taxes have been      
provided for in accordance with the provisions of Statement of Financial        
Accounting Standards No. 109, Accounting for Income Taxes.                      

Related Party--All employee costs of Technology have been funded by         
Monsanto. TIA has no employees and, therefore, no direct or indirect employee   
salary or benefit costs have been incurred.                                     

3. INVESTMENT IN EQUITY AFFILIATE                                               

TIA's equity investment in the Partnership represents substantially all of  
TIA's existing assets.                                                          

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TOMATO INVESTMENT ASSOCIATES, INC.  
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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
Summary Historical Financial Data--The following summary historical         
financial data of the Partnership for June 30, 1995 and 1994 and for the years  
ended 1995 and 1994 and the period from December 23, 1992 to June 30, 1993,     
have been derived from their respective historical audited financial            
statements. The financial data should be read in conjunction with the separate  
audited financial statements and the notes thereto.                             

                                                                [Download Table]

                                      YEAR ENDED JUNE 30,    DECEMBER 23, 1992
                                      ---------------------         TO        
                                         1995       1994       JUNE 30, 1993  
                                      ----------  ---------  -----------------
                                                                              
CONDENSED STATEMENT OF OPERATIONS                                             
 INFORMATION                                                                  
Revenues............................. $  114,052  $  99,513       $52,335     
Costs and expenses:                                                           
  Cost of revenues...................     97,744     81,995        40,032     
  General and administrative.........     18,096     15,381         8,956     
                                      ----------  ---------       -------     
    Total expenses...................    115,840     97,376        48,988     
                                      ----------  ---------       -------     
Income from operations...............     (1,788)     2,137         3,347     
Other income (expense)...............         85     (1,726)         (656)    
                                      ----------  ---------       -------     
Net (loss) income.................... $   (1,703) $     411       $ 2,691     
                                      ==========  =========       =======     
CONDENSED BALANCE SHEET INFORMATION                                           
Current assets....................... $   40,552  $  38,617                   
Other assets.........................     47,267     42,647                   
                                      ----------  ---------                   
    Total assets..................... $   87,819  $  81,264                   
                                      ==========  =========                   
Current liabilities.................. $   20,001  $  23,834                   
Other liabilities....................     27,315     15,326                   
                                      ----------  ---------                   
    Total liabilities................     47,316     39,160                   
Partners' capital....................     40,503     42,104                   
                                      ----------  ---------                   
    Total liabilities and partners'                                           
     capital......................... $   87,819  $  81,264                   
                                      ==========  =========                   

4. INCOME TAXES                                                                 

The Company's operations are included in the consolidated U.S. Federal and  
certain combined and separate state income tax returns of Monsanto. The         
balance of refundable income taxes and deferred income taxes are due from/to    
Monsanto, since Monsanto pays all taxes on the Company's behalf. Deferred       
income taxes have been determined for temporary differences between the         
financial reporting basis and tax basis of the assets and liabilities.          
Temporary differences primarily result from depreciation, equity income from    
an unconsolidated affiliate, and differences in recognition of assets written-  
off.                                                                            

The components of income tax benefit (expense) charged are:                 

                                                                [Download Table]

                                                        1995   1994     1993 
                                                       ------ -------  ------
                                                                             
Current............................................... $2,230 $ 3,190  $2,160
Deferred..............................................     70  (1,145)    140
                                                       ------ -------  ------
                                                       $2,300 $ 2,045  $2,300
                                                       ====== =======  ======

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TOMATO INVESTMENT ASSOCIATES, INC.  
AND PRODUCE RELATED TECHNOLOGY OF MONSANTO COMPANY  

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
Factors causing the Company's effective tax rate of the income tax benefit  
to differ from the U.S. federal statutory rate are:                             

                                                                [Download Table]

                                                               1995  1994  1993
                                                               ----  ----  ----
                                                                               
U.S. federal statutory rate...................................  34%   34%   34%
State income taxes............................................   5     5     5 
Nondeductible goodwill........................................  (9)   (1)   (2)
                                                               ---   ---   --- 
Effective income tax rate of income tax benefit...............  30%   38%   37%
                                                               ===   ===   === 

Deferred income tax balances are related to:                                

                                                                [Download Table]

                                                   1995            1994      
                                              --------------- ---------------
                                              ASSET LIABILITY ASSET LIABILITY
                                                                             
Property..................................... $ --   $   90   $--    $  139  
Investment in equity affiliate...............   220   1,165    322    1,165  
Other........................................    30             47           
                                              -----  ------   ----   ------  
                                              $ 250  $1,255   $369   $1,304  
                                              =====  ======   ====   ======  

5. DEVELOPMENT AGREEMENT                                                        

As part of the partnership agreement dated December 23, 1992 between TIA and
the Partnership, TIA entered into a development agreement for the primary       
purpose of developing transgenic tomatoes for commercial application in the     
production and sale of fresh market and processing tomatoes. The development    
agreement requires TIA to carry out, at its expense, its portion of the         
development plan through December 31, 1998. The development agreement further   
requires that the Partnership pay TIA in five annual payments of $1,880         
beginning on December 31, 1992 and ending on December 31, 1996. An additional   
payment of $1,410 shall be received upon the latter of the development of a     
tomato germplasm which exhibits certain attributes (defined in the development  
agreement as "Commercial Level Performance") or December 31, 1995. Upon the     
marketing and sale of the development tomato, the TIA will receive an           
additional payment to be determined based on the date that both Commercial      
Level Performance is achieved and the necessary regulatory approvals are        
obtained:                                                                       

. If on or before December 31, 1996, TIA will receive an additional payment 
of $4,230.                                                              

. If after December 31, 1996, but on or before December 31, 1997, Monsanto  
will receive an additional payment of $2,115.                           

. If after December 31, 1997, but on or before December 31, 1998, Monsanto  
will receive an additional payment of $1,410.                           

Advance payment on development agreement was $1,723 and $1,410 at June 30,  
1995 and 1994, respectively. Additionally, recognition of the advance payments  
against technology expense was $1,567, $1,567, and $783 for the years ended     
1995, 1994, and 1993, respectively.                                             

6. SUBSEQUENT EVENTS                                                            

Monsanto and Calgene, Inc. entered into an Agreement and Plan of            
Reorganization on October 13, 1995. The Agreement is subject to approval by     
the Calgene, Inc. shareholders. Among other commitments, if approved by the     
Calgene shareholders, TIA is required to exercise its options to acquire the    
remaining interest in the Partnership and to contribute its interest in the     
Partnership to Calgene (Note 1).                                                

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TOMATO INVESTMENT ASSOCIATES, INC.  
AND PRODUCE RELATED TECHNOLOGY OF MONSANTO COMPANY  

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

The Agreement and Plan of Reorganization further requires that prior to the 
formation of Calgene, the Development Agreement (Note 5) will be amended to     
eliminate the TIA obligation to carry out its commitments defined in the        
development plan and the Partnership is relieved of its obligation to make      
payments to TIA. Calgene will receive a fully paid-up license to the            
technology under the Development Agreement. The accompanying financial          
statements have not been adjusted for any changes in amounts or classification  
of assets or liabilities which may be required once the transaction is          
consummated.                                                                    

On October 18, 1995, the Partnership became a defendant in two pending      
lawsuits which involve personal injury claims by the families of three migrant  
labor workers who were killed and by seven migrant labor workers who were       
injured in a vehicle accident. The company hiring and transporting such farm    
workers was an independent contractor engaged to arrange for migrant farm       
labor for a Partnership farm. The plaintiffs allege that the vehicle in         
question was in violation of one or more federal and state safety regulations   
governing farm labor vehicles. The Partnership's insurance carriers have been   
contacted regarding these lawsuits, but it has not yet been determined whether  
the Partnership's insurance will be sufficient to cover these claims, if any.   
Accordingly, the outcome of this litigation and the amount of damages, if any,  
that may ultimately be incurred cannot be determined and no provisions for any  
liability has been made in the accompanying combined financial statements.      

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TOMATO INVESTMENT ASSOCIATES, INC   
AND PRODUCE RELATED TECHNOLOGY OF MONSANTO COMPANY  

COMBINED BALANCE SHEET--UNAUDITED 

                                                                [Download Table]

                                                                  SEPTEMBER 30,
                                                                      1995     
                                                                  -------------
                                                                               
                             ASSETS                                            
                             ------                                            
INVESTMENTS IN EQUITY AFFILIATES.................................   $ 53,073   
DEFERRED TAX ASSETS..............................................        369   
                                                                    --------   
TOTAL............................................................   $ 53,442   
                                                                    ========   
              LIABILITIES AND SHAREHOLDER'S EQUITY                             
              ------------------------------------                             
CURRENT LIABILITIES--Due to Monsanto Company.....................   $    933   
ADVANCE PAYMENT ON DEVELOPMENT AGREEMENT.........................      1,252   
DEFERRED TAX LIABILITY...........................................      1,304   
SHAREHOLDER'S EQUITY:                                                          
  Capital stock ($.01 par value, 1,000 shares authorized and is-               
   sued)                                                                       
  Additional paid-in capital.....................................     65,378   
  Accumulated deficit............................................    (15,425)  
                                                                    --------   
    Total shareholder's equity...................................     49,953   
                                                                    --------   
TOTAL............................................................   $ 53,442   
                                                                    ========   

See notes to combined financial statements. 

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TOMATO INVESTMENT ASSOCIATES, INC AND PRODUCE RELATED TECHNOLOGY OF MONSANTO
COMPANY 

COMBINED STATEMENT OF OPERATIONS--UNAUDITED 

THREE MONTHS ENDED SEPTEMBER 30,

                                                                [Download Table]

                                                               1995     1994   
                                                              -------  ------- 
                                                                               
OPERATING EXPENSES:                                                            
  Technology................................................. $ 1,383  $ 1,182 
  Amortization...............................................     444      427 
                                                              -------  ------- 
    Total Operating Expenses.................................   1,827    1,609 
EQUITY SHARE OF NET LOSS OF AFFILIATE........................   2,696      153 
                                                              -------  ------- 
NET LOSS BEFORE INCOME TAXES.................................  (4,523)  (1,762)
INCOME TAX BENEFIT...........................................   1,719      669 
                                                              -------  ------- 
NET LOSS..................................................... $(2,804) $(1,093)
                                                              =======  ======= 

See notes to combined financial statements. 

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TOMATO INVESTMENT ASSOCIATES, INC.  
AND PRODUCE RELATED TECHNOLOGY OF MONSANTO COMPANY  

NOTES TO COMBINED FINANCIAL STATEMENTS--UNAUDITED 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994  

1. BASIS OF PRESENTATION OF INTERIM FINANCIAL INFORMATION (UNAUDITED)           

The accompanying unaudited combined financial statements as of September 30,
1995 and for the three month periods ended September 30, 1995 and 1994,         
included in this Registration Statement, have been prepared by management of    
Tomato Investment Associates, Inc. (the "Company") which is responsible for     
their integrity and objectivity.                                                

The accounting policies followed for interim financial reporting are set in 
the Notes to the Company's audited combined financial statements, which are     
included in this Registration Statement as filed with the Securities and        
Exchange Commission.                                                            

To the best of management's knowledge and belief, the statements and related
information were prepared in conformity with generally accepted accounting      
principles and are based on recorded transactions and management's best         
estimates and judgments. The interim results of operations are not necessarily  
indicative of the results which may be expected for the full year.              

The financial statements for the three months periods ended September 30,   
1995 and 1994 herein include, in the opinion of management, all adjustments     
(which are normal recurring adjustments) necessary for a fair presentation of   
the financial condition and results of operations of the Company for the        
period indicated.                                                               

2. INVESTMENT IN EQUITY AFFILIATE                                               

The Company's equity investment in Gargiulo, L.P. and Subsidiaries (the     
"Partnership") represents substantially all of the Company's existing assets.   

Summary Financial Data--The following summary financial data of the         
Partnership as of September 30, 1995 and for the three month periods ended      
September 30, 1995 and 1994 should be read in conjunction with the separate     
interim financial information and notes of the Partnership thereto.             

CONDENSED STATEMENT OF OPERATING INFORMATION                                

                                                                [Download Table]

                                                             THREE MONTHS    
                                                            ENDED SEPTEMBER  
                                                                  30,        
                                                            ---------------- 
                                                             1995     1994   
                                                            -------  ------- 
                                                            (IN THOUSANDS)   
                                                                             
 Revenues.................................................. $28,609  $27,504 
 Costs and expenses:                                                         
  Cost of Revenues.........................................  29,667   23,528 
  General and administrative...............................   5,082    3,682 
                                                            -------  ------- 
     Total expenses........................................  34,749   27,210 
 Income (Loss) from operations.............................  (6,140)     294 
 Other income (expense)....................................     737      418 
                                                            -------  ------- 
 Net loss.................................................. $(5,403) $  (124)
                                                            -------  ------- 

CONDENSED BALANCE SHEET INFORMATION AS OF SEPTEMBER 30, 1995                 

 Current assets............................................ $30,773          
 Other assets..............................................  49,518          
                                                            -------          
     Total assets..........................................  80,291          
                                                            -------          
 Current liabilities.......................................  17,917          
 Other liabilities.........................................  27,040          
                                                            -------          
     Total liabilities.....................................  44,957          
 Partners' capital.........................................  35,334          
                                                            -------          
     Total liabilities and partners' capital............... $80,291          
                                                            -------          

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INDEPENDENT AUDITORS' REPORT  

Gargiulo, L.P. and Subsidiaries:                                                

We have audited the accompanying consolidated balance sheets of Gargiulo,   
L.P. (formerly known as NTGargiulo, L.P.) and Subsidiaries (collectively        
referred to as the "Partnership") as of June 30, 1995 and 1994 and the related  
consolidated statements of operations, partners' capital, and cash flows for    
the years then ended and for the period from December 23, 1992 (Date of         
Commencement) to June 30, 1993. These consolidated financial statements are     
the responsibility of the Partnership's management. Our responsibility is to    
express an opinion on these consolidated financial statements based on our      
audits. We did not audit the consolidated financial statements of Gargiulo      
P.R., Inc. (formerly known as NTGargiulo P.R., Inc. and as South Coast Fruit    
and Vegetable Company, Inc.), a subsidiary consolidated herein, which           
statements reflect total assets constituting approximately 15% and 17% of       
total consolidated assets as of June 30, 1995 and 1994, respectively, and       
total revenues constituting approximately 5%, 6% and 8% of total consolidated   
revenues for the years ended June 30, 1995 and 1994 and for the period from     
December 23, 1992 (Date of Commencement) to June 30, 1993, respectively. Those  
statements were audited by other auditors whose report has been furnished to    
us, and our opinion, insofar as it relates to the amounts included for          
Gargiulo P.R., Inc., is based solely on the report of such other auditors.      

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audits to       
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement. An audit includes examining, on   
a test basis, evidence supporting the amounts and disclosures in the financial  
statements. An audit also includes assessing the accounting principles used     
and significant estimates made by management, as well as evaluating the         
overall financial statement presentation. We believe that our audits and the    
reports of other auditors provide a reasonable basis for our opinion.           

In our opinion, based upon our audits and the reports of the other auditors,
such consolidated financial statements present fairly, in all material          
respects, the financial position of the Partnership as of June 30, 1995 and     
1994 and the results of its operations and its cash flows for the years then    
ended and for the period from December 23, 1992 (Date of Commencement) to June  
30, 1993 in conformity with generally accepted accounting principles.           

DELOITTE & TOUCHE LLP                                                           

Certified Public Accountants                                                    
Miami, Florida                                                                  

September 22, 1995, except for Note 9,                                          
as to which the date is                                                         
December 29, 1995                                                               

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INDEPENDENT AUDITORS' REPORT  

NTGargiulo, Inc. and Affiliates:                                                

We have audited the accompanying combined statements of operations,         
stockholders' equity and cash flows of NTGargiulo, Inc. and Affiliates          
(collectively referred to as the "Predecessor Company"), all of which are       
under common ownership and management, for the period from July 1, 1992 to      
December 22, 1992. These combined financial statements are the responsibility   
of the Predecessor Company's management. Our responsibility is to express an    
opinion on these combined financial statements based on our audit. We did not   
audit the consolidated financial statements of Gargiulo P.R., Inc. (formerly    
known as NTGargiulo P.R., Inc. and as South Coast Fruit and Vegetable Company,  
Inc.), an affiliate combined herein, which statements reflect total revenues    
constituting 3% of total combined revenues for the period from July 1, 1992 to  
December 22, 1992. Those statements were audited by other auditors whose        
report has been furnished to us, and our opinion, insofar as it relates to the  
amounts included for Gargiulo P.R., Inc., is based solely on the report of      
such other auditors.                                                            

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the combined financial statements     
are free of material misstatement. An audit includes examining, on a test       
basis, evidence supporting the amounts and disclosures in the financial         
statements. An audit also includes assessing the accounting principles used     
and significant estimates made by management, as well as evaluating the         
overall financial statement presentation. We believe that our audit and the     
report of other auditors provide a reasonable basis for our opinion.            

In our opinion, based upon our audit and the report of the other auditors,  
such combined financial statements present fairly, in all material respects,    
the results of operations and cash flows of the Predecessor Company for the     
period from July 1, 1992 to December 22, 1992, in conformity with generally     
accepted accounting principles.                                                 

As discussed in the notes to the consolidated/combined financial statements,
on December 23, 1992 the Predecessor Company contributed substantially all of   
its net assets and operations to Gargiulo, L.P. (formerly known as NTGargiulo,  
L.P.), a Delaware limited partnership.                                          

DELOITTE & TOUCHE LLP                                                           

Certified Public Accountants                                                    
Miami, Florida                                                                  

October 29, 1993                                                                

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

CONSOLIDATED BALANCE SHEETS 

JUNE 30, 1995 AND 1994

                                                                [Download Table]

                                                           1995        1994    
                        ASSETS                          ----------- -----------
                                                                               
CURRENT ASSETS:                                                                
  Cash and cash equivalents............................ $ 1,555,523 $   614,619
  Receivables, net (includes $1,703,659 and $2,296,222,                        
   respectively, due from related parties).............  24,103,895  26,109,089
  Inventories..........................................  12,492,609  10,058,327
  Other, principally prepaid expenses..................   2,400,149   1,834,967
                                                        ----------- -----------
    Total current assets...............................  40,552,176  38,617,002
PROPERTY AND EQUIPMENT, net............................  42,909,947  40,207,056
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED                                  
 AFFILIATES............................................   1,669,365     507,526
OTHER ASSETS...........................................   2,687,269   1,932,084
                                                        ----------- -----------
TOTAL.................................................. $87,818,757 $81,263,668
                                                        =========== ===========
           LIABILITIES AND PARTNERS' CAPITAL                                   
CURRENT LIABILITIES:                                                           
  Accounts payable (includes $3,319,957 and $1,372,994,                        
   respectively, due to related parties)............... $10,892,212 $ 6,904,640
  Accrued expenses (includes $872,115 and $1,166,375,                          
   respectively, due to related parties)...............   3,866,006   3,492,061
  Due to growers.......................................   2,139,836   2,022,347
  Borrowings under line of credit......................               8,853,136
  Current portion of credit agreement..................                 720,000
  Current portion of long-term notes payable...........   2,767,516   1,591,806
  Current portion of capitalized lease obligations.....     335,271     249,547
                                                        ----------- -----------
    Total current liabilities..........................  20,000,841  23,833,537
                                                        ----------- -----------
LONG-TERM DEBT:                                                                
  Borrowings under line of credit......................  12,878,942            
  Credit agreement.....................................               2,580,000
  Long-term notes payable..............................  12,266,661  10,168,270
  Capitalized lease obligations........................   1,560,500   1,498,086
                                                        ----------- -----------
    Total long-term debt...............................  26,706,103  14,246,356
                                                        ----------- -----------
MINORITY INTEREST......................................     608,710   1,080,020
                                                        ----------- -----------
COMMITMENTS AND CONTINGENCIES (Note 7)                                         
PARTNERS' CAPITAL:                                                             
  General Partners' capital............................   1,741,518   1,693,524
  Limited Partners' capital............................  38,761,585  40,410,231
                                                        ----------- -----------
    Total partners' capital............................  40,503,103  42,103,755
                                                        ----------- -----------
TOTAL.................................................. $87,818,757 $81,263,668
                                                        =========== ===========

See notes to consolidated/combined financial statements.

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

CONSOLIDATED STATEMENTS OF OPERATIONS   
FOR THE YEARS ENDED JUNE 30, 1995 AND 1994 AND FOR THE PERIOD   
FROM DECEMBER 23, 1992 (DATE OF COMMENCEMENT) TO JUNE 30, 1993  

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

COMBINED STATEMENT OF OPERATIONS  
FOR THE PERIOD FROM JULY 1, 1992 TO DECEMBER 22, 1992 

                                                        [Enlarge/Download Table]

                                                                            PREDECESSOR   
                                           PARTNERSHIP                        COMPANY     
                          ---------------------------------------------- -----------------
                                                       DECEMBER 23, 1992   JULY 1, 1992   
                           YEAR ENDED     YEAR ENDED          TO                TO        
                          JUNE 30, 1995  JUNE 30, 1994   JUNE 30, 1993   DECEMBER 22, 1992
                          -------------  ------------- ----------------- -----------------
                                                                                          
REVENUES (includes                                                                        
 $3,714,958, $2,726,535,                                                                  
 $1,845,662 and                                                                           
 $971,337, respectively,                                                                  
 derived from related                                                                     
 parties):                                                                                
 Product revenues:                                                                        
 Tomatoes...............  $ 60,141,706    $50,325,427     $26,473,853       $17,639,910   
 Strawberries...........    23,358,592     20,836,344       8,131,012         1,402,980   
 Other..................     8,784,443      7,301,204       4,053,077         1,995,925   
 Service revenues.......    21,766,812     21,049,710      13,677,585         7,850,706   
                          ------------    -----------     -----------       -----------   
   Total revenues.......   114,051,553     99,512,685      52,335,527        28,889,521   
                          ------------    -----------     -----------       -----------   
COST OF REVENUES:                                                                         
 Product costs:                                                                           
 Tomatoes...............    55,137,325     44,920,325      21,796,055        11,748,258   
 Strawberries...........    24,926,459     19,323,619       6,657,077         1,704,156   
 Other..................     7,495,547      6,545,005       4,729,840         1,539,330   
 Service costs..........    10,184,568     11,205,658       6,848,803         3,253,298   
                          ------------    -----------     -----------       -----------   
   Total cost of                                                                          
    revenues............    97,743,899     81,994,607      40,031,775        18,245,042   
                          ------------    -----------     -----------       -----------   
GROSS PROFIT............    16,307,654     17,518,078      12,303,752        10,644,479   
SELLING, GENERAL AND                                                                      
 ADMINISTRATIVE                                                                           
 EXPENSES...............    18,096,042     15,381,026       8,956,235         7,427,671   
                          ------------    -----------     -----------       -----------   
OPERATING (LOSS)                                                                          
 INCOME.................    (1,788,388)     2,137,052       3,347,517         3,216,808   
                          ------------    -----------     -----------       -----------   
OTHER INCOME (EXPENSE):                                                                   
 Interest income........       448,239        317,257         257,234           172,287   
 Interest expense.......    (2,168,720)    (1,186,165)       (666,266)         (547,210)  
 Minority interest,                                                                       
  net...................       471,310       (314,099)        224,404          (144,323)  
 Other, net.............       918,323       (676,962)       (655,897)          (12,781)  
                          ------------    -----------     -----------       -----------   
   Total other income                                                                     
    (expense), net......      (330,848)    (1,859,969)       (840,525)         (532,027)  
                          ------------    -----------     -----------       -----------   
(LOSS) INCOME BEFORE                                                                      
 EQUITY SHARE OF NET                                                                      
 INCOME (LOSS) OF                                                                         
 UNCONSOLIDATED                                                                           
 AFFILIATES AND BENEFIT                                                                   
 FROM INCOME TAXES......    (2,119,236)       277,083       2,506,992         2,684,781   
EQUITY SHARE OF NET                                                                       
 INCOME (LOSS) OF                                                                         
 UNCONSOLIDATED                                                                           
 AFFILIATES.............       416,222         19,912           3,501           (18,383)  
                          ------------    -----------     -----------       -----------   
(LOSS) INCOME BEFORE                                                                      
 BENEFIT FROM INCOME                                                                      
 TAXES..................    (1,703,014)       296,995       2,510,493         2,666,398   
BENEFIT FROM INCOME                                                                       
 TAXES..................                      114,000         181,000                     
                          ------------    -----------     -----------       -----------   
NET (LOSS) INCOME.......  $ (1,703,014)   $   410,995     $ 2,691,493       $ 2,666,398   
                          ============    ===========     ===========       ===========   

See notes to consolidated/combined financial statements.

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NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

COMBINED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM JULY 1, 1992 TO
DECEMBER 22, 1992 

GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED JUNE 30, 1995
AND 1994 AND FOR THE PERIOD FROM DECEMBER 23, 1992 (DATE OF COMMENCEMENT) TO
JUNE 30, 1993 

                                                                [Download Table]

                                         ADDITIONAL                            
                               CAPITAL    PAID-IN     RETAINED                 
                                STOCK     CAPITAL     EARNINGS       TOTAL     
                              ---------- ---------- ------------  ------------ 
                                                                               
PREDECESSOR COMPANY:                                                           
BALANCE, JUNE 30, 1992....... $  379,266 $2,240,124 $ 27,954,112  $ 30,573,502 
 Distributions...............                        (13,986,842)  (13,986,842)
 Adjustment resulting from                                                     
  the merger of NFV (a                                                         
  taxable corporation) into                                                    
  NTGI (a non-taxable                                                          
  corporation) recorded as a                                                   
  capital contribution.......  1,026,838                             1,026,838 
 Net income for the period                                                     
  from July 1, 1992 to                                                         
  December 22, 1992..........                          2,666,398     2,666,398 
                              ---------- ---------- ------------  ------------ 
BALANCE, DECEMBER 22, 1992... $1,406,104 $2,240,124 $ 16,633,668  $ 20,279,896 
                              ========== ========== ============  ============ 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                     LIMITED PARTNERS                    
                           GENERAL    -------------------------------------------------- 
                           PARTNER       NTGI          CBC          TIA         TOTAL    
                          ----------  -----------  -----------  -----------  ----------- 
                                                                                         
PARTNERSHIP:                                                                             
Initial contributions on                                                                 
 December 23, 1992:                                                                      
 Predecessor Company,                                                                    
  excluding net assets                                                                   
  aggregating $417,584                                                                   
  related to MIRACLE,                                                                    
  OLD and DUROY                                                                          
  (at carryover basis)..  $1,295,922  $16,667,907  $ 1,898,483               $18,566,390 
 TIA cash contribution..                                        $24,614,483   24,614,483 
 Other (at carryover                                                                     
  basis)................     365,517       47,401                                 47,401 
Distributions,                                                                           
 principally for pre-                                                                    
 formation                                                                               
 expenditures...........               (2,480,000)    (114,000)    (125,000)  (2,719,000)
Net income for the                                                                       
 period from December                                                                    
 23, 1992 to June 30,                                                                    
 1993...................      53,830    1,672,224      385,153      580,286    2,637,663 
                          ----------  -----------  -----------  -----------  ----------- 
BALANCE, JUNE 30, 1993..   1,715,269   15,907,532    2,169,636   25,069,769   43,146,937 
Distributions...........     (29,965)  (1,994,753)    (507,860)    (636,868)  (3,139,481)
Net income for the year                                                                  
 ended June 30, 1994....       8,220      255,351       58,813       88,611      402,775 
                          ----------  -----------  -----------  -----------  ----------- 
BALANCE, JUNE 30, 1994..   1,693,524   14,168,130    1,720,589   24,521,512   40,410,231 
Net income for the                                                                       
 period from July 1,                                                                     
 1994 to July 28, 1994..       6,556      203,653       46,906       70,671      321,230 
GP additional                                                                            
 contribution on July                                                                    
 29, 1994...............     102,362                                                     
Net loss for the period                                                                  
 from July 29, 1994 to                                                                   
 June 30, 1995..........     (60,924)    (802,166)    (184,803)    (982,907)  (1,969,876)
Merger of CBC into NTGI                                                                  
 effective June 30,                                                                      
 1995...................                1,582,692   (1,582,692)                          
                          ----------  -----------  -----------  -----------  ----------- 
BALANCE, JUNE 30, 1995..  $1,741,518  $15,152,309  $       -0-  $23,609,276  $38,761,585 
                          ==========  ===========  ===========  ===========  =========== 

See notes to consolidated/combined financial statements.

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED JUNE 30, 1995 AND 1994 AND FOR THE PERIOD 
FROM DECEMBER 23, 1992 (DATE OF COMMENCEMENT) TO JUNE 30, 1993

NTGARGIULO, INC. AND AFFILIATES ("THE PREDECESSOR COMPANY") 

COMBINED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 1, 1992 TO DECEMBER 22, 1992 

                                                        [Enlarge/Download Table]

                                                                         PREDECESSOR   
                                        PARTNERSHIP                        COMPANY     
                         -------------------------------------------- -----------------
                         YEAR ENDED    YEAR ENDED                                      
                          JUNE 30,      JUNE 30,    DECEMBER 23, 1992  JULY 1, 1992 TO 
                            1995          1994      TO JUNE 30, 1993  DECEMBER 22, 1992
                         -----------  ------------  ----------------- -----------------
                                                                                       
CASH FLOWS FROM                                                                        
 OPERATING ACTIVITIES:                                                                 
 Net (loss) income.....  $(1,703,014) $    410,995     $ 2,691,493      $  2,666,398   
 Adjustments to                                                                        
  reconcile net (loss)                                                                 
  income to net cash                                                                   
  provided (used) by                                                                   
  operating activities:                                                                
 Depreciation and                                                                      
  amortization.........    3,841,970     3,343,011       1,453,206         1,300,606   
 Equity share of net                                                                   
  (income) loss of                                                                     
  unconsolidated                                                                       
  affiliates...........     (416,222)      (19,912)         (3,501)           18,383   
 Minority interest,                                                                    
  net..................     (471,310)      314,099        (224,404)          144,323   
 Decrease (increase)                                                                   
  in operating                                                                         
  receivables, net.....    2,005,194    (5,769,387)     (4,568,549)        2,202,163   
 (Increase) decrease                                                                   
  in inventories.......   (2,434,282)   (5,390,966)      2,876,600        (5,390,284)  
 (Increase) decrease                                                                   
  in other operating                                                                   
  assets...............   (1,761,727)     (451,739)       (104,696)         (328,120)  
 Increase (decrease)                                                                   
  in accounts payable,                                                                 
  accrued expenses,                                                                    
  and due to growers...    4,479,006      (757,218)     (3,687,667)        2,739,204   
 Increase (decrease)                                                                   
  in deferred income                                                                   
  taxes................                                        331          (120,293)  
                         -----------  ------------     -----------      ------------   
   Net cash provided                                                                   
    (used) by operating                                                                
    activities.........    3,539,615    (8,321,117)     (1,567,187)        3,232,380   
                         -----------  ------------     -----------      ------------   
CASH FLOWS FROM                                                                        
 INVESTING ACTIVITIES:                                                                 
 Purchase of property                                                                  
  and equipment........   (5,200,677)   (8,260,667)     (2,939,362)       (6,374,907)  
 Net investments in and                                                                
  advances to                                                                          
  unconsolidated                                                                       
  affiliates...........     (745,617)      (57,718)       (342,458)                    
 Proceeds from the sale                                                                
  of land and                                                                          
  building.............      546,105                                                   
                         -----------  ------------     -----------      ------------   
   Net cash used by                                                                    
    investing                                                                          
    activities.........   (5,400,189)   (8,318,385)     (3,281,820)       (6,374,907)  
                         -----------  ------------     -----------      ------------   
CASH FLOWS FROM                                                                        
 FINANCING ACTIVITIES:                                                                 
 Cash transferred from                                                                 
  Predecessor Company..                                  4,080,107                     
 Net borrowings                                                                        
  (repayments) under                                                                   
  lines of credit......    4,025,806     2,703,765      (2,482,714)        6,379,262   
 Decrease in                                                                           
  stockholders' loans                                                                  
  payable, net.........                                    (34,408)         (215,592)  
 Advances under credit                                                                 
  agreement............                  3,300,000                                     
 Repayments under                                                                      
  credit agreement.....   (3,300,000)                                                  
 Proceeds from long-                                                                   
  term notes payable...    5,800,000       500,000                                     
 Repayment of long-term                                                                
  notes payable........   (3,275,899)   (1,415,943)     (3,822,211)         (211,776)  
 Repayment of                                                                          
  capitalized lease                                                                    
  obligations..........     (448,429)     (233,589)                                    
 Capital                                                                               
  contributions........                                 24,984,080                     
 Minority interest                                                                     
  shareholder                                                                          
  contributions........                                    412,487                     
 Distributions.........                 (3,169,446)     (2,719,000)      (13,986,842)  
                         -----------  ------------     -----------      ------------   
   Net cash provided                                                                   
    (used) by financing                                                                
    activities.........    2,801,478     1,684,787      20,418,341        (8,034,948)  
                         -----------  ------------     -----------      ------------   
INCREASE (DECREASE) IN                                                                 
 CASH AND CASH                                                                         
 EQUIVALENTS...........      940,904   (14,954,715)     15,569,334       (11,177,475)  
CASH AND CASH                                                                          
 EQUIVALENTS, BEGINNING                                                                
 OF PERIOD.............      614,619    15,569,334                        15,257,582   
                         -----------  ------------     -----------      ------------   
CASH AND CASH                                                                          
 EQUIVALENTS, END OF                                                                   
 PERIOD................  $ 1,555,523  $    614,619     $15,569,334      $  4,080,107   
                         ===========  ============     ===========      ============   

See notes to consolidated/combined financial statements.

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
FOR THE YEARS ENDED JUNE 30, 1995 AND 1994 AND FOR THE PERIOD 
FROM DECEMBER 23, 1992 (DATE OF COMMENCEMENT) TO JUNE 30, 1993  

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS  
FOR THE PERIOD FROM JULY 1, 1992 TO DECEMBER 22, 1992 

1. GENERAL, ORGANIZATION, BASIC OF PRESENTATION AND SUMMARY OF SIGNIFICANT      
ACCOUNTING POLICIES                                                       

General--Gargiulo, L.P. (formerly known as NTGargiulo, L.P.), a Delaware    
limited partnership, and Subsidiaries (collectively referred to as the          
"Partnership") is an agricultural producer, primarily of tomatoes and berries,  
and is engaged in various business activities related to the packaging,         
marketing, brokering, warehousing, distribution and breeding research of fresh  
market fruit and vegetables. Operations are principally in Florida,             
California, Puerto Rico, and Mexico and the corporate headquarters are in       
Naples, Florida. Although not significant, the Partnership also has operations  
in Chile, Arizona and Virginia. Successful operations are highly dependent      
upon climatic conditions, not only in the Partnership's farming areas, but in   
other international agribusiness locations. Additionally, because the           
Partnership has foreign operations, it is susceptible to economic and           
political events which may occur in those foreign countries.                    

The following information is provided to understand the evolution of the    
organization and the basis of presentation of the consolidated/combined         
financial statements:                                                           

Predecessor Company Organization--As of June 30, 1992, the Predecessor      
Company consists of the following affiliates, all of which have common          
ownership and management:                                                       

.NTGargiulo, Inc. ("NTGI")                                                  
.Coastal Berry Corporation ("CBC")                                          
.Gulf Coast Packaging Corporation ("GULF")                                  
.Home Grown Farms, Inc. ("HGF")                                             
.Naples Fruit and Vegetable Company ("NFV")                                 
.Miracle Farms, Inc. ("MIRACLE")                                            
.Old Fort Tomato Growers, Inc. ("OLD")                                      
.Gargiulo P.R., Inc. ("GPR") (formerly known as NTGargiulo P.R., Inc. and   
as South Coast Fruit and Vegetable Company, Inc.)                     
.Duroy, Inc. ("DUROY")                                                      

Additionally, as of June 30, 1992, the following affiliates have been       
consolidated herein with one or more of the above entities, and applicable      
minority interest liability recorded, because they are majority-owned by the    
Predecessor Company:                                                            

.BHN Joint Venture ("BHN") is a partnership in which NTGI acquired an       
additional 20% interest during 1992. The transaction, which brings    
 NTGI's interest in BHN to 80% as of June 30, 1992, was accounted for as
 a purchase and the excess cost over fair market value of the net assets
acquired of $624,475 is being amortized over 5 years.                 
.Gulf Coast Farms Joint Venture ("GCFJV") is a partnership wholly owned by  
HGF and NFV.                                                          

.Superior Plant Company ("SUPERIOR") is a partnership in which NTGI owns a  
75% interest.                                                         

Also, as of June 30, 1992, the following unconsolidated affiliates are not  
majority-owned by the Predecessor Company and therefore are accounted for       
under the equity method:                                                        

.NTHG Joint Venture--50% owned by NTGI (during the year ended June 30,      
 1994, the Partnership acquired the remaining 50% interest in NTHG Joint
Venture)                                                              

.Hortifruit, Inc.--50% owned by NTGI                                        

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

Transitional Period--Subsequent to June 30, 1992, but prior to December 23, 
1992, the transactions and events described below occurred. Each of the         
mergers were among entities under common control and management, and            
therefore, were accounted for similar to a pooling of interests, whereby the    
accounts were recorded at historical carrying values by the surviving entities  
and adjustments to the equity accounts were recorded retroactively:             

.GULF, HGF, NFV and GCFJV merged with and into NTGI.                        

. DUROY merged with and into a newly-formed entity, Gargiulo, G.P., Inc.    
 (formerly known as NTGargiulo, G.P., Inc.) ("GP"). The GP was capitalized
 substantially by assets contributed to the GP by the Predecessor Company.
 Such contributed assets were recorded by the GP at carryover basis, and a
 significant portion was later contributed to the Partnership as described
below.                                                                  

. MIRACLE and OLD's net assets were not contributed to the Partnership.     

. GPR formed a wholly-owned subsidiary, South Coast Vegetable Realty        
Company, Inc. ("SCVRC"), and acquired a 33.33% interest in TGL          
Enterprises.                                                            

Partnership Organization--The Partnership was formed on December 23, 1992 by
NTGI, CBC, GP and an unrelated third party, Tomato Investment Associates, Inc.  
("TIA"). GP is the general partner and the other entities are limited           
partners. In forming the Partnership, NTGI, CBC and GP contributed              
substantially all of their net assets, including NTGI's ownership interest in   
its subsidiaries, to the Partnership. In addition, certain stockholders of      
NTGI and CBC contributed, on behalf of NTGI and CBC, their ownership interests  
in GPR and their interests in certain entities discussed below. NTGI, CBC, and  
GP are under common control and management and collectively control the         
operations of the Partnership. As a result of this common control and           
management, the Partnership recorded the net assets and ownership interests     
contributed by, or on behalf of, NTGI, CBC, and GP at their historical          
carrying values. TIA contributed cash. The Partnership's operations are         
allocated to each partner based on their respective ownership interests. On     
July 29, 1994, GP's ownership percentage increased from 2% to 3% and the other  
entities became 97% limited partners. Effective June 30, 1995, CBC merged into  
NTGI.                                                                           

On December 23, 1992, ownership in the following entities were contributed  
to the Partnership by the stockholders of NTGI on behalf of NTGI. The           
Partnership controls these entities:                                            

. Agricola Purutun, Limitada ("PURUTUN"), a 99.9% owned Chilean limited     
liability entity. By agreement, the Partnership shares in 90% of the    
profits and losses of PURUTUN.                                          

. GPM, S.A., a Chilean corporation. During the year ended June 30, 1995,    
GPM, S.A. changed its name to NTGargiulo S.A. ("NTGSA") and in a related
 transaction, the Partnership's ownership interest in NTGSA increased from
75% to 99.99% and NTGSA's ownership interest in the following entities  
decreased from 50% to 37.5%.                                            

. Montemayor S.A. ("MONTEMAYOR")                                            

. Exportadora Agricola Topfrut, S.A. ("TOPFRUT") and its (a) 99.9% owned    
subsidiary (Industria Hortofruticola Friofruta S.A.) and (b) 50% owned  
subsidiary (Agricola La Roca, S.A.)                                     

The above-described transaction, which did not change the Partnership's     
underlying interest in the net assets of NTGSA, also included the               
Partnership's acquisition of a .01% ownership interest in both Collague S.A.    
and Inversiones Manley S.A. Additionally, MONTEMAYOR and TOPFRUT are            
unconsolidated affiliates, because they are not majority-owned by the           
Partnership, and are therefore accounted for under the equity method. As a      
result of the existence of certain contingencies, as of June 30, 1994, the      
Partnership's investment in NTGSA was carried at a nominal amount. As of June   
30, 1995, such contingencies have been resolved and NTGSA is a consolidated     
subsidiary of the Partnership.                                                  

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 
Subsequent to December 23, 1992, but prior to June 30, 1993, the Partnership
formed NTGargiulo and Dresick Associates ("DRESICK"), a 66.7% owned             
partnership.                                                                    

On January 23, 1995, the Partnership acquired for $7,000, a 99.9% interest  
in Sociedad Comercial El Melon, Limitada ("SOCOMEL"), a Chilean entity, in a    
transaction accounted for as a purchase. On the date acquired, SOCOMEL had no   
significant assets or liabilities.                                              

During the year ended June 30, 1995, the Partnership formed Gargiulo Mexico,
L.L.C. ("MEX"), a 99% owned limited liability company, with the remaining 1%    
owned by the GP. The following entities (which are 50% owned by MEX) are        
unconsolidated affiliates, because they are not majority-owned by the           
Partnership, and are therefore accounted for under the equity method:           

.Del Campo NTGargiulo, L.L.C. ("DCLLC")                                     

.Del Campo NTGargiulo Mexico, S. de R.L. ("DCSRL")                          

Basis of Presentation--The combined financial statements of the Predecessor 
Company include the accounts of NTGI and its affiliates, all of which have      
common ownership and management. Subsidiaries which are majority-owned by NTGI  
and its affiliates have been consolidated with NTGI and its affiliates.         
Subsidiaries that are not majority-owned by NTGI and its affiliates are         
accounted for under the equity method.                                          

The consolidated financial statements of the Partnership include the        
accounts of the Partnership and subsidiaries majority-owned by the              
Partnership. Subsidiaries that are not majority-owned by the Partnership are    
accounted for under the equity method.                                          

All significant intercompany balances and transactions have been eliminated 
in the preparation of the consolidated/combined financial statements.           

Unconsolidated Affiliates--The following summary of condensed balance sheets
and statements of operations information are presented for the unconsolidated   
affiliates:                                                                     

                                                        [Enlarge/Download Table]

                                                                           PREDECESSOR   
                                           PARTNERSHIP                       COMPANY     
                          --------------------------------------------- -----------------
                                                       FOR THE PERIOD    FOR THE PERIOD  
                                                            FROM              FROM       
                                                      DECEMBER 23, 1992   JULY 1, 1992   
                           YEAR ENDED    YEAR ENDED          TO                TO        
                          JUNE 30, 1995 JUNE 30, 1994   JUNE 30, 1993   DECEMBER 22, 1992
                          ------------- ------------- ----------------- -----------------
                                                                                         
CONDENSED BALANCE SHEETS                                                                 
 INFORMATION                                                                             
Current assets..........   $13,962,631   $  555,011                                      
Other assets............     1,386,324      823,336                                      
                           -----------   ----------                                      
   Total assets.........    15,348,955    1,378,347                                      
Total liabilities (all                                                                   
 current)...............    11,998,770      389,757                                      
                           -----------   ----------                                      
Net stockholders equity                                                                  
 and partner's capital..   $ 3,350,185   $  988,590                                      
                           ===========   ==========                                      
CONDENSED STATEMENTS OF                                                                  
 OPERATIONS INFORMATION                                                                  
Revenues................   $ 7,315,731   $  351,412       $248,000          $ 31,826     
Expenses................     6,230,350      311,588        240,998            68,592     
                           -----------   ----------       --------          --------     
Net income..............   $ 1,085,381   $   39,824       $  7,002          $(36,766)    
                           ===========   ==========       ========          ========     

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 
The following is a summary of significant accounting policies:              

Cash and Cash Equivalents--All highly liquid instruments with an initial    
maturity of three months or less when acquired are considered cash and cash 
equivalents for the purposes of preparing the statements of cash flows.     

Inventories--Supplies and seeds inventories are stated at the lower of cost 
(first-in, first-out method) or market. Growing crops are stated at the     
lower of cost or market.                                                    

Property and Equipment--Property and equipment are stated at cost.          
Depreciation is provided over the estimated useful lives of the assets on   
the straight-line and accelerated methods. Leasehold improvements are       
amortized over the term of the related lease or the estimated useful life   
of the improvement, whichever is shorter.                                   

Leases that transfer substantially all the benefits and risks of ownership  
are accounted for as an acquisition of assets and incurrence of             
obligations. Accordingly, capitalized leased assets are recorded as         
property and equipment and the present value of the future minimum lease    
payments are recorded as a liability. Amortization of such assets is        
computed using the straight-line method over the estimated useful lives of  
the related assets.                                                         

The estimated useful lives of the assets are as follows:                    

                                                                [Download Table]
                                                                            
Buildings and leasehold improvements.............................   30 years
Machinery and equipment.......................................... 4-20 years
Capitalized lease equipment......................................  2-5 years

Organizational Costs--Organizational costs, included in other assets,       
represent professional fees incurred in forming the Partnership.            
Organizational costs are being amortized on the straight-line method over   
five years.                                                                 

Customer List--Customer list, included in other assets, represent certain   
rights acquired by the Partnership in connection with the purchase of       
certain assets from an unrelated third party. Customer list is being        
amortized on the straight-line method over five years.                      

Revenue Recognition--Product revenues are recognized at the time title      
transfers to the buyer and the product is delivered. Service revenues are   
recognized at the time the service is performed.                            

Research and Development--Research and development costs are expensed as    
incurred ($3,905,594, $3,456,254, $1,579,182 and $661,132 for the years     
ended June 30, 1995 and 1994 and the periods from December 23, 1992 to June 
30, 1993 and July 1, 1992 to December 22, 1992, respectively).              

Included in the preceding amounts is development/license agreement expense  
(see Note 7) which, during the years ended June 30, 1995 and 1994 and the   
period from December 23, 1992 to June 30, 1993 amounted to $1,566,667,      
$1,566,667 and $783,383, respectively.                                      

Income Taxes--The Partnership's federal taxable income and expenses, with   
the exception of GPR and its wholly-owned subsidiary, SCVRC, flow directly  
to the partners and are not taxed at the Partnership level. Therefore, as   
of June 30, 1995, the Partnership's net assets exceed the partners' equity  
in the Partnership by approximately $4,500,000.                             

GPR is a U.S. corporation authorized to do business in Puerto Rico and,     
accordingly, is subject to U.S. and Puerto Rico income taxes. For U.S.      
income tax purposes, GPR has elected to be taxed under Section 936 of the   
Internal Revenue Code, which allows an income tax credit equal to the       
portion of U.S. income taxes attributable to the earnings derived from      
sources within Puerto Rico and from qualified investment income. Under      
Puerto Rico's income tax law, distributions from GPR's retained earnings    
are taxable at a rate that                                                  

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

varies depending upon the business activity that generated the earnings,    
generally 10%. For Puerto Rico income tax purposes, GPR's net income        
derived from agricultural operation is 90% exempt from income taxes for a   
period expiring on December 31, 1997. In addition, GPR has been granted,    
with certain conditions, an industrial tax exemption covering 90% of the    
net income derived from the undesignated service activities covered in the  
grant for a period expiring on December 31, 2007. Equipment used by GPR in  
the packing operation is also 90% exempt from property taxes for a period   
expiring on December 31, 2007.                                              

SCVRC is a "C" Corporation, but since formation has only incurred operating 
losses.                                                                     

Income taxes have been provided for in accordance with the provisions of    
Statement of Financial Accounting Standards No. 109, Accounting for Income  
Taxes, which was adopted effective December 23, 1992. The cumulative effect 
of this change in accounting for income taxes had no material impact on the 
Partnership's consolidated financial statements.                            

Included in the combined financial statements of the Predecessor Company    
are several "S" Corporations. As an "S" Corporation, all federal taxable    
income and expenses, with certain exceptions, flow directly to the          
stockholders and are not taxed at the corporate level. Also included is GPR 
which is taxed as described above.                                          

The income tax provision of the Predecessor Company has been provided in    
accordance with Accounting Principles Board Opinion No. 11, Accounting for  
Income Taxes.                                                               

Reclassifications--Certain amounts in prior years' financial statements     
have been reclassified to conform with the 1995 financial statements.       

2. RECEIVABLES                                                                  

Receivables consist of the following as of June 30:                         

                                                                [Download Table]

                            1995                       1994                   
                            TOTAL     RELATED PARTY    TOTAL     RELATED PARTY
                         -----------  ------------- -----------  -------------
                                                                              
Customer................ $18,035,281   $  331,626   $23,276,478   $1,135,565  
Grower advances.........   4,450,748                  2,318,104               
Participation                                                                 
 agreement..............   1,896,365                                          
Other...................   1,414,956    1,372,033     1,478,895    1,160,657  
                         -----------   ----------   -----------   ----------  
    Total...............  25,797,350    1,703,659    27,073,477    2,296,222  
Less allowance for                                                            
 doubtful amounts.......  (1,693,455)                  (964,388)              
                         -----------   ----------   -----------   ----------  
    Total............... $24,103,895   $1,703,659   $26,109,089   $2,296,222  
                         ===========   ==========   ===========   ==========  

The activity for the allowance account is as follows:                       

                                                        [Enlarge/Download Table]

                                                                                                           PREDECESSOR   
                                                                           PARTNERSHIP                       COMPANY     
                                                            ------------------------------------------- -----------------
                                                            YEAR ENDED   YEAR ENDED   DECEMBER 23, 1992   JULY 1, 1992   
                                                             JUNE 30,     JUNE 30,           TO                TO        
                                                               1995         1994        JUNE 30, 1993   DECEMBER 22, 1992
                                                            -----------  -----------  ----------------- -----------------
                                                                                                                         
Beginning balance.......................................... $  (964,388) $(1,159,189)    $(1,134,189)      $  (899,023)  
Provision..................................................  (1,004,863)    (524,593)        (46,877)         (235,166)  
Write-offs, net of recoveries..............................     275,796      719,394          21,877                     
                                                            -----------  -----------     -----------       -----------   
Ending balance............................................. $(1,693,455) $  (964,388)    $(1,159,189)      $(1,134,189)  
                                                            ===========  ===========     ===========       ===========   

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

3. INVENTORIES                                                                  

Inventories consist of the following as of June 30:                         

                                                                [Download Table]

                                                       1995        1994    
                                                    ----------- -----------
                                                                           
Supplies and seeds inventories..................... $ 3,262,853 $ 2,616,801
Growing crops......................................   9,229,756   7,441,526
                                                    ----------- -----------
  Total............................................ $12,492,609 $10,058,327
                                                    =========== ===========

4. PROPERTY AND EQUIPMENT                                                       

Property and equipment consist of the following as of June 30:              

                                                                [Download Table]

                                                      1995         1994     
                                                   -----------  ----------- 
                                                                            
Land.............................................. $15,139,688  $15,121,905 
Buildings and leasehold improvements..............  16,369,739   13,541,128 
Machinery and equipment...........................  32,314,223   30,065,827 
Capitalized lease equipment.......................   2,577,789    1,981,222 
Construction in progress..........................   1,356,837      944,693 
                                                   -----------  ----------- 
  Total...........................................  67,758,276   61,654,775 
Accumulated depreciation and amortization......... (24,848,329) (21,447,719)
                                                   -----------  ----------- 
  Total........................................... $42,909,947  $40,207,056 
                                                   ===========  =========== 

5. DEBT                                                                         

A significant portion of the Partnership's assets have been pledged as      
collateral for the following debt and lease obligations and certain debt is     
personally guaranteed by certain principals of the Partnership. In addition,    
certain of the following debt agreements limit the amount of distributions      
that may be made and contain various restrictive covenants which include        
minimum working capital requirements, a specified current maturity coverage     
ratio and the maintenance of a specified ratio of total liabilities to          
tangible net worth. The specified ratios of current maturity coverage and of    
total liabilities to tangible net worth covenants contained in the $17.5        
million line of credit facility and in the $2.3 million mortgage loan have not  
been met as of June 30, 1995; however, the lender has waived the requirements   
to maintain such ratios through June 30, 1996.                                  

Borrowings Under Lines of Credit--Borrowings under lines of credit consist  
of the following as of June 30:                                                 

                                                                [Download Table]

                                                         1995        1994   
                                                      ----------- ----------
                                                                            
Line of credit totaling $15,000,000 with a financial                        
 institution, borrowings and interest are tied to                           
 prime less 1%; the line of credit expired on Novem-                        
 ber 15, 1994 and was replaced with a new line of                           
 credit described below.............................              $8,853,136
                                                                  ==========
Line of credit totaling $17,500,000 with a financial                        
 institution, borrowings are tied to LIBOR (6.03%                           
 for this and all other borrowings tied to LIBOR as                         
 of June 30, 1995) plus 1.35% expiring on November                          
 15, 1996...........................................  $12,878,942           
                                                      ===========           

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 
Advances Under Credit Agreement--Advances under a $10,000,000 credit        
agreement with a related party consist of the following as of June 30:          

                                                                [Download Table]

                                                             1995       1994    
                                                          ---------- ---------- 
                                                                                
    Term advances originally payable in quarterly                               
     principal installments of $180,000 with a balloon                          
     principal payment due on December 31, 1996;                                
     interest at prime less 1%; subsequent to June 30,                          
     1994, the outstanding balance due under this                               
     agreement was paid in full.........................             $3,300,000 
    Less current portion of credit agreement............               (720,000)
                                                                     ---------- 
        Total...........................................  $      -0- $2,580,000 
                                                          ========== ========== 

  Long-Term Notes Payable--Long-term notes payable consist of the following as  
of June 30:                                                                     


                                                             1995       1994    
                                                          ---------- ---------- 
                                                                                
    Mortgage note, payable in annual principal                                  
     installments of $1,000,000 through August 1999,                            
     with interest at prime (8.75% for this and all                             
     other borrowings tied to prime as of June 30,                              
     1995)..............................................  $5,000,000 $6,000,000 
    Mortgage loan, payable in annual principal                                  
     installments of $175,000 through December 2014 with                        
     interest at LIBOR plus 1.35%.......................   3,500,000            
    Mortgage loan, payable in annual principal                                  
     installments of $153,333 with a balloon payment of                         
     $920,003 due September 14, 2004 with interest at                           
     prime less .5%.....................................   2,300,000            
    Term loan, payable in September 1999, with interest                         
     at prime...........................................     724,963            
    Mortgage loan, originally payable in annual                                 
     principal installments of $90,000 with a balloon                           
     payment due on January 1, 2003 and interest at 8%;                         
     subsequent to June 30, 1994 the outstanding balance                        
     due under this note was paid in full...............              1,670,000 
    Mortgage loan, payable in annual principal                                  
     installments of $200,000 with a balloon payment of                         
     $1,200,000 due on June 1, 1996, with interest at                           
     prime..............................................   1,200,000  1,400,000 
    Mortgage loan, originally payable in annual                                 
     principal and interest installments of $110,735,                           
     with an adjustable interest rate (7.75% as of June                         
     30, 1995)..........................................   1,141,211  1,162,593 
    Mortgage loan, originally payable in annual                                 
     principal installments of $67,000 with a balloon                           
     payment of $732,000 due on July 1, 1995; on July                           
     25, 1995 the Partnership renegotiated the terms of                         
     the loan as follows: annual principal payments of                          
     $73,200 through July 1, 2005; interest on the loan                         
     is payable quarterly based on LIBOR plus 1.35%.....     732,000    799,000 
    Mortgage loan, payable in monthly principal                                 
     installments of $10,417, with interest at prime....     270,826    395,830 

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

                                                                [Download Table]

                                                     1995        1994    
                                                  ----------- -----------
                                                                         
Term loan payable in annual principal                                    
 installments of $74,963, with interest adjusted                         
 monthly (interest as of June 30, 1995 was set                           
 at 9.73%)......................................  $   143,928 $   218,891
Various term loans payable with interest at                              
 rates that range from 6% to 9.75%..............       21,249     113,762
                                                  ----------- -----------
    Total.......................................   15,034,177  11,760,076
Less/current portion of long-term notes                                  
 payable........................................    2,767,516   1,591,806
                                                  ----------- -----------
Long-term portion...............................  $12,266,661 $10,168,270
                                                  =========== ===========

Aggregate maturities of long-term notes payable are as follows:             

                                                                [Download Table]

FOR THE YEAR ENDING JUNE 30,                                        AMOUNT   
----------------------------                                      -----------
                                                                             
1996............................................................. $ 2,767,516
1997.............................................................   1,645,608
1998.............................................................   1,428,493
1999.............................................................   1,430,658
2000.............................................................   2,132,922
Thereafter.......................................................   5,628,980
                                                                  -----------
    Total........................................................ $15,034,177
                                                                  ===========

Capitalized Lease Obligations--The Partnership has entered into various     
lease agreements which expire in the year 2000 for certain packing house        
equipment. Such arrangement transfers to the Partnership substantially all of   
the risks and benefits of ownership of the related assets. The assets have      
been capitalized as property and equipment (see Note 4). As of June 30, 1995,   
approximate future minimum lease payments under capitalized lease obligations   
were as follows:                                                                

                                                                [Download Table]

FOR THE YEAR ENDING JUNE 30,                                       AMOUNT   
----------------------------                                     ---------- 
                                                                            
1996............................................................ $  422,067 
1997............................................................    550,009 
1998............................................................    520,899 
1999............................................................    367,662 
2000............................................................    330,448 
                                                                 ---------- 
Total minimum lease payments....................................  2,191,085 
Less amounts representing interest..............................   (295,314)
                                                                 ---------- 
Present value of net minimum lease payments.....................  1,895,771 
Less current portion of capitalized lease obligations...........   (335,271)
                                                                 ---------- 
Long-term portion of capitalized lease obligations.............. $1,560,500 
                                                                 ========== 

6. INCOME TAXES                                                                 

The deferred income tax benefit of $114,000 and $181,000 for the year ended 
June 30, 1994 and the period from December 23, 1992 to June 30, 1993,           
respectively, related to net operating loss carryforwards for Puerto            

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 
Rico tax purposes which expire at various dates through 2002. A valuation       
allowance was not considered necessary for this deferred tax asset.             

The benefit for income taxes differs from the amount determined by applying 
the statutory federal income tax rate to income before provision for income     
taxes for the following reasons:                                                

                                                                [Download Table]

                                      YEAR ENDED        DECEMBER 23, 1992  
                                     JUNE 30, 1994      TO JUNE 30, 1993   
                                   ------------------   ------------------ 
                                    AMOUNT    PERCENT    AMOUNT    PRECENT 
                                   ---------  -------   ---------  ------- 
                                                                           
Income tax at statutory rate...... $(100,978)  (34.0)%  $(853,568)  (34.0)%
Effect of flow-through entities...   740,686   249.4    1,541,905    61.4  
Effect of Puerto Rico exemption...  (525,708) (177.0)    (507,337)  (20.2) 
                                   ---------  ------    ---------   -----  
    Total......................... $ 114,000    38.4 %  $ 181,000     7.2 %
                                   =========  ======    =========   =====  

7. COMMITMENTS AND CONTINGENCIES                                                

Development/License Agreement--The Partnership entered into a               
development/license agreement with a related party for the primary purpose of   
developing transgenic tomatoes for commercial application in the production     
and sale of fresh market and processing tomatoes. The development/license       
agreement requires the Partnership to make five annual payments of $1,880,000   
beginning on December 31, 1992 and ending on December 31, 1996. An additional   
payment of $1,410,000 shall be made upon the latter of the development of a     
tomato germplasm which exhibits certain attributes (defined in the              
development/license agreement as "Commercial Level Performance") or December    
31, 1995. Upon the achievement of Commercial Level Performance and the receipt  
of the necessary regulatory approval for the marketing and sale of the          
developed tomato, the Partnership shall be required to make an additional       
payment to be determined based on the date that both Commercial Level           
Performance is achieved and the necessary regulatory approvals are obtained:    

If on or before December 31, 1996, an additional payment of $4,230,000.     

If after December 31, 1996, but on or before December 31, 1997, an          
additional payment of $2,115,000.                                           

If after December 31, 1997, but on or before December 31, 1998, an          
additional payment of $1,410,000.                                           

Included in other current assets as of June 30, 1995 and 1994 are prepaid   
development/license fees amounting to $1,566,667 and $1,410,000, respectively.  
Included in other assets (noncurrent) as of June 30, 1995 is $156,666 of        
prepaid development/license fees.                                               

Employment Agreements--The Partnership has entered into various employment  
and consulting agreements with certain key individuals. The aggregate fixed     
commitment under these agreements are as follows:                               

                                                                [Download Table]

FOR THE YEAR ENDING JUNE 30,                                          AMOUNT  
----------------------------                                        ----------
                                                                              
1996............................................................... $1,167,708
1997...............................................................  1,120,666
1998...............................................................  1,108,126
1999...............................................................  1,088,251
2000...............................................................    479,291
                                                                    ----------
    Total.......................................................... $4,964,042
                                                                    ==========

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

In addition, two employment agreements provide for additional compensation  
based on a percentage of the net profits of the Partnership and a third         
agreement is based on the amount of seed sold to certain entities.              

Lease Commitments--Future minimum lease payments under noncancelable        
operating leases are approximately as follows:                                  

                                                                [Download Table]

FOR THE YEAR ENDING JUNE 30,                                         AMOUNT  
----------------------------                                       ----------
                                                                             
1996.............................................................. $3,380,324
1997..............................................................  2,063,774
1998..............................................................  1,483,208
1999..............................................................  1,177,114
2000..............................................................    890,406
Thereafter........................................................    927,649
                                                                   ----------
    Total......................................................... $9,922,475
                                                                   ==========

Total rent expense was as follows for the:                                  

                                                                [Download Table]

                                      RENT EXPENSE  
                                       RELATED TO   
                          TOTAL RENT   LEASES WITH  
                           EXPENSE   RELATED PARTIES
                          ---------- ---------------
                                                    
Year ended June 30,                                 
 1995...................  $3,583,629    $828,110    
                          ==========    ========    
Year ended June 30,                                 
 1994...................  $3,424,393    $361,360    
                          ==========    ========    
Period from December 23,                            
 1992 to June 30, 1993..  $1,324,125    $180,935    
                          ==========    ========    
Period from July 1, 1992                            
 to December 22, 1992...  $1,390,985    $180,935    
                          ==========    ========    

Chilean Option Agreement--The shareholders of NTGI own 37.5% of Chile       
Financial, a Chilean corporation, which entity owns 99.745% of Fruticola        
Topfruit, Ltda., a Chilean limited liability company. The shareholders of NTGI  
have granted an option to the Partnership to acquire their ownership interest   
in Chile Financial for $1,000. Such option expires on December 23, 2007.        

Consulting Agreements--The Partnership had entered into two consulting      
agreements with two independent third parties to pay 10% and 5%, respectively,  
of GPR's net income as defined to each individual. In addition, the individual  
entitled to the 10% share of net income as defined was entitled to a            
participation in certain of the Partnership's profits relating to its           
Watsonville, California operations. During the year ended June 30, 1994 and     
the period from December 23, 1992 to June 30, 1993, the Partnership purchased   
these individuals' rights under these agreements for $750,000 and $550,000,     
respectively. These amounts are included in other income (expense) under the    
caption "other" in the accompanying statements of operations.                   

Guarantee--The Partnership is a guarantor under a $3 million line of credit 
facility of an unconsolidated subsidiary, DCLLC. As of June 30, 1995, no        
amounts were outstanding under such line of credit facility.                    

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

8. SUPPLEMENTAL INFORMATION--STATEMENTS OF CASH FLOWS                           

                                                        [Enlarge/Download Table]

                                                                                                            PREDECESSOR   
                                                                            PARTNERSHIP                       COMPANY     
                                                           --------------------------------------------- -----------------
                                                            YEAR ENDED    YEAR ENDED   DECEMBER 23, 1992  JULY 1, 1992 TO 
                                                           JUNE 30, 1995 JUNE 30, 1994 TO JUNE 30, 1993  DECEMBER 22, 1992
                                                           ------------- ------------- ----------------- -----------------
                                                                                                                          
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                                          
 Cash paid during the period for interest................   $2,126,460    $1,280,438      $   466,706       $  338,539    
                                                            ==========    ==========      ===========       ==========    
 Cash paid during the period for income taxes............                                                   $  120,293    
                                                                                                            ==========    
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING                                                                 
 INFORMATION                                                                                                              
 Long-term debt incurred in connection with the                                                                           
  acquisition of property and equipment..................   $1,346,567    $1,162,593      $ 3,760,000       $7,000,000    
                                                            ==========    ==========      ===========       ==========    
 Contribution by GP of certain property..................   $  102,362                                                    
                                                            ==========                                                    
NON-CASH NET ASSETS CONTRIBUTED BY THE PREDECESSOR                                                                        
 COMPANY TO THE PARTNERSHIP:                                                                                              
 Assets:                                                                                                                  
 Current assets..........................................                                 $24,785,262                     
 Property and equipment, net.............................                                  28,293,310                     
 Other...................................................                                   2,156,744                     
                                                                                          -----------                     
   Total.................................................                                  55,235,316                     
                                                                                          -----------                     
 Liabilities:                                                                                                             
 Current liabilities.....................................                                  25,160,958                     
 Long-term debt..........................................                                  13,714,315                     
 Minority interest.......................................                                     577,838                     
                                                                                          -----------                     
   Total.................................................                                  39,453,111                     
                                                                                          -----------                     
   Net assets............................................                                 $15,782,205                     
                                                                                          ===========                     
 Net liabilities contributed to the Partnership related                                                                   
  to PURUTUN and GPM.....................................                                 $   211,695                     
                                                                                          ===========                     
 Land contributed to the partnership.....................                                 $   225,695                     
                                                                                          ===========                     
 Elimination of income taxes payable, recorded as a                                                                       
  capital contribution....................................                                                  $1,026,838    
                                                                                                            ==========    

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GARGIULO, L.P. AND SUBSIDIARIES (THE "PARTNERSHIP") 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

NTGARGIULO, INC. AND AFFILIATES (THE "PREDECESSOR COMPANY") 

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

9. SUBSEQUENT EVENTS                                                            

On October 13, 1995, the Partnership, the Partnership's general and limited 
partners, and other related and unrelated parties entered into the Gargiulo,    
L.P. Plan and Agreement of Reorganization (the "Plan of Reorganization"). The   
Plan of Reorganization provides that the development/license agreement (see     
Note 7) with a related party, who is also a signatory to the Plan of            
Reorganization, will be amended conditioned upon TIA's parent company           
consummating a transaction whereby TIA will exchange its ownership interest in  
the Partnership, currently 49.9% and to be 100%, for an ownership interest in   
a third party. The amendment to the development/license agreement would         
eliminate the related party's obligation to carry out further development       
activities and would eliminate the Partnership's obligation to make further     
payments to the related party, thereby causing the licenses referred to         
therein to be deemed to be fully paid up. Therefore, the prepaid                
development/license fee included in the accompanying consolidated financial     
statements may have become impaired.                                            

On October 18, 1995, the Partnership became a defendant in two pending      
lawsuits which involve personal injury claims by the families of three migrant  
labor workers who were killed and by seven migrant labor workers who were       
injured in a vehicle accident. The company hiring and transporting such farm    
workers was an independent contractor engaged to arrange for migrant farm       
labor for a Partnership farm. The plaintiffs allege that the vehicle in         
question was in violation of one or more federal and state safety regulations   
governing farm labor vehicles. The Partnership's insurance carriers have been   
contacted regarding these lawsuits, but it has not yet been determined whether  
the Partnership's insurance will be sufficient to cover these claims, if any.   
Accordingly, the outcome of this litigation and the amount of damages, if any,  
that may ultimately be incurred cannot be determined and no provisions for any  
liability has been made in the accompanying consolidated financial statements.  

On December 29, 1995, the Partnership entered into an asset purchase        
agreement for the acquisition by the Partnership of substantially all of the    
assets, subject to certain liabilities, of an unrelated producer, packer and    
broker of tomatoes and, to a lesser extent, other vegetables for $10 million    
in cash and a $10 million promissory note, plus an earn-out payment based upon  
certain earnings of the combined operations of the Partnership in Southwest     
Florida and those being purchased from the seller. The Partnership will also    
acquire the seller's 1995-1996 crop and assume liabilities related thereto. At  
the closing, the Partnership would also commit to lease certain farm land from  
affiliates of the seller. The consummation of the acquisition is subject to     
satisfactory completion of closing documents, obtaining required consents and   
verification of representations and warranties.                                 

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INDEPENDENT AUDITORS' REPORT  

To the Board of Directors                                                       
Gargiulo P.R., Inc.                                                             

We have audited the consolidated balance sheets of Gargiulo P.R., Inc.      
(formerly known as NTGargiulo P.R., Inc and South Coast Fruit and Vegetable,    
Inc.) (a wholly-owned subsidiary of Gargiulo L.P.) and its subsidiary           
(collectively referred to as the "Company") as of June 30, 1995 and 1994, and   
the related statements of operations and retained earnings, and cash flows for  
the years then ended, (not presented separately herein). These financial        
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audits to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statements presentation. We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the consolidated financial position of Gargiulo       
P.R., Inc. and subsidiary as of June 30, 1995 and 1994, and the consolidated    
results of their operations, and their cash flows for the years then ended in   
conformity with generally accepted accounting principles.                       

LANDA, UMPIERRE AND COMPANY                                                     

San Juan, Puerto Rico                                                           
August 18, 1995                                                                 

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INDEPENDENT AUDITORS' REPORT  

To the Board of Directors                                                       
NTGargiulo P.R., Inc.                                                           

We have audited the consolidated balance sheets of NTGargiulo P.R., Inc.    
(formerly known as South Coast Fruit and Vegetable, Inc.) (a wholly-owned       
subsidiary of NTGargiulo L.P.) and its subsidiary (collectively referred to as  
the "Company") as of June 30, 1994 and 1993, and the related statements of      
operations and retained earnings, and cash flows for the years then ended,      
(not presented separately herein). These financial statements are the           
responsibility of the Company's management. Our responsibility is to express    
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audits to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statements presentation. We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the financial position of NTGargiulo P.R., Inc. and   
subsidiary as of June 30, 1994 and 1993, and the consolidated results of their  
operations, and their cash flows for the years then ended in conformity with    
generally accepted accounting principles.                                       

LANDA, UMPIERRE AND COMPANY                                                     

San Juan, Puerto Rico                                                           
August 10, 1994                                                                 

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GARGIULO, L.P. AND SUBSIDIARIES ("THE PARTNERSHIP") 

CONSOLIDATED CONDENSED BALANCE SHEET--UNAUDITED 

                                                                [Download Table]

                                                                  SEPTEMBER 30,
                                                                      1995     
                                                                  -------------
                                                                               
                             ASSETS                                            
CURRENT ASSETS:                                                                
  Cash and cash equivalents......................................  $   527,528 
  Receivables, net (includes $1,321,525 due from related par-                  
   ties).........................................................   16,109,412 
  Inventories....................................................   10,989,316 
  Other, principally prepaid expenses............................    2,144,591 
                                                                   ----------- 
    Total current assets.........................................   29,770,847 
PROPERTY AND EQUIPMENT, net......................................   46,019,558 
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES.........    1,118,388 
OTHER ASSETS.....................................................    2,380,685 
                                                                   ----------- 
TOTAL............................................................  $79,289,478 
                                                                   =========== 
                LIABILITIES AND PARTNERS' CAPITAL                              
CURRENT LIABILITIES:                                                           
  Accounts payable (includes $2,075,333 due to related parties)..  $ 7,640,445 
  Accrued expenses (includes $1,059,552 due to related parties)..    3,696,042 
  Due to growers.................................................    2,108,188 
  Current portion of long-term notes payable.....................    2,663,423 
  Current portion of capitalized lease obligations...............    1,040,717 
                                                                   ----------- 
    Total current liabilities....................................   17,148,815 
                                                                   ----------- 
LONG-TERM DEBT:                                                                
  Borrowings under line of credit................................   11,105,696 
  Long-term notes payable........................................   11,158,438 
  Capitalized lease obligations..................................    4,344,555 
                                                                   ----------- 
    Total long-term debt.........................................   26,608,689 
                                                                   ----------- 
MINORITY INTEREST................................................      431,695 
                                                                   ----------- 
PARTNERS' CAPITAL:                                                             
  General Partners' capital......................................    1,579,433 
  Limited Partners' capital......................................   33,520,846 
                                                                   ----------- 
    Total partners' capital......................................   35,100,279 
                                                                   ----------- 
TOTAL............................................................  $79,289,478 
                                                                   =========== 

See notes to consolidated condensed financial statements. 

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GARGIULO, L.P. AND SUBSIDIARIES ("THE PARTNERSHIP") 

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS--UNAUDITED

                                                                [Download Table]

                                            THREE MONTHS ENDED SEPTEMBER 30,   
                                            ---------------------------------- 
                                                  1995              1994       
                                            ----------------  ---------------- 
                                                                               
REVENUES (includes $115,559 and $194,531                                       
 respectively, derived from related                                            
 parties)                                                                      
 Product Revenues:                                                             
  Tomatoes................................  $     10,602,255  $     12,472,689 
  Berries.................................        10,100,596         7,800,804 
  Other...................................         2,044,766         1,778,877 
 Service Revenues.........................         5,861,795         5,451,287 
                                            ----------------  ---------------- 
    Total revenues........................        28,609,412        27,503,637 
                                            ----------------  ---------------- 
COST OF REVENUES:                                                              
 Product costs:                                                                
  Tomatoes................................        14,882,704        11,231,985 
  Berries.................................        10,488,161         8,038,972 
  Other...................................         1,984,948         1,487,260 
 Service costs............................         2,311,109         2,769,793 
                                            ----------------  ---------------- 
    Total cost of revenues................        29,666,922        23,528,010 
                                            ----------------  ---------------- 
GROSS (LOSS) PROFIT.......................        (1,057,510)        3,975,627 
SELLING, GENERAL AND ADMINISTRATIVE                                            
 EXPENSES.................................         5,082,367         3,681,920 
                                            ----------------  ---------------- 
OPERATING (LOSS) INCOME...................        (6,139,877)          293,707 
                                            ----------------  ---------------- 
OTHER INCOME (EXPENSE):                                                        
 Interest income..........................            88,976            72,718 
 Interest expense.........................          (604,934)         (382,723)
 Minority interest, net...................         1,294,854          (329,306)
 Other, net...............................            83,189           221,751 
                                            ----------------  ---------------- 
    Total other income (expense), net.....           862,085          (417,560)
                                            ----------------  ---------------- 
LOSS BEFORE EQUITY SHARE OF NET LOSS OF                                        
 UNCONSOLIDATED AFFILIATES................        (5,277,792)         (123,853)
EQUITY SHARE OF NET LOSS OF UNCONSOLIDATED                                     
 AFFILIATES...............................          (125,033)                  
                                            ----------------  ---------------- 
NET (LOSS) INCOME.........................  $     (5,402,825) $       (123,853)
                                            ================  ================ 

See notes to consolidated condensed financial statements. 

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GARGIULO, L.P. AND SUBSIDIARIES ("THE PARTNERSHIP") 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED

                                                                [Download Table]

                                                        THREE MONTHS ENDED     
                                                           SEPTEMBER 30,       
                                                      ------------------------ 
                                                         1995         1994     
                                                      -----------  ----------- 
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                          
 Net loss............................................ $(5,402,825) $  (123,853)
 Adjustments to reconcile net loss to net cash                                 
  provided by operating activities:                                            
  Depreciation and amortization......................   1,204,032      843,888 
  Equity share of net loss of unconsolidated                                   
   affiliates........................................     125,033              
 Minority interest, net..............................  (1,294,854)     329,306 
 Decrease (increase) in operating receivables, net...   7,994,483   11,458,337 
 Decrease (increase) in inventories..................   1,503,293   (2,767,569)
 Decrease (increase) in other operating assets.......     518,825     (281,621)
 Decrease in accounts payable, accrued expenses and                            
  due to growers.....................................  (2,334,645)  (3,146,348)
                                                      -----------  ----------- 
    Net cash provided by operating activities........   2,313,342    6,312,140 
                                                      -----------  ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                          
 Purchases of property and equipment.................  (4,285,283)  (2,064,091)
 Net distribution from (investments in and advances                            
  to) unconsolidated affiliates......................     440,006      (26,911)
                                                      -----------  ----------- 
    Net cash used by investing activities............  (3,845,277)  (2,091,002)
                                                      -----------  ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
 Net repayments under lines of credit................  (1,773,247)  (2,361,948)
 Proceeds from capitalized lease obligations.........   3,600,000              
 Proceeds from long-term notes payable...............                2,300,000 
 Repayments of long-term notes payable...............  (1,212,314)  (2,921,464)
 Repayments of capitalized lease obligations.........    (110,499)     (81,355)
                                                      -----------  ----------- 
    Net cash provided (used) by financing                                      
     activities......................................     503,940   (3,064,767)
                                                      -----------  ----------- 
Net increase (decrease) in cash & cash equivalents...  (1,027,995)   1,156,371 
Cash at beginning of period..........................   1,555,523      614,619 
                                                      -----------  ----------- 
Cash at end of period................................ $   527,528  $ 1,770,990 
                                                      ===========  =========== 

See notes to consolidated condensed financial statements. 

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GARGIULO, L.P. AND SUBSIDIARIES ("THE PARTNERSHIP") 

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--UNAUDITED 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994  

1. BASIS OF PRESENTATION OF INTERIM FINANCIAL INFORMATION (UNAUDITED)           

The accompanying unaudited consolidated condensed financial statements as of
September 30, 1995 and for each of the three month periods ended September 30,  
1995 and 1994, included in this Registration Statement, have been prepared by   
the Partnership which is responsible for their integrity and objectivity.       

The accounting policies followed for interim financial reporting are set    
forth in the Notes to the Partnership's audited consolidated financial          
statements, which are included in this Registration Statement as filed with     
the Securities and Exchange Commission.                                         
To the best of management's knowledge and belief, the statements and related
information were prepared in conformity with generally accepted accounting      
principles and are based on recorded transactions and management's best         
estimates and judgments. The interim results of operations are not necessarily  
indicative of the results which may be expected for the full year.              

The financial statements for the three month periods ended September 30,    
1995 and 1994 herein include, in the opinion of management, all adjustments     
(which are normal recurring adjustments) necessary for a fair presentation of   
the financial condition and results of operations of the Partnership for the    
periods indicated.                                                              

2. INVENTORIES                                                                  

Inventories consisted of the following as of September 30, 1995:            

                                                                [Download Table]
                                                                            
Supplies and seeds inventories...................................  3,098,273
Growing crops....................................................  7,891,043
                                                                  ----------
    Total........................................................ 10,989,316
                                                                  ==========

3. COMMITMENTS                                                                  

On September 20, 1995 the Partnership entered into a capital lease related  
to aircraft financing for a total of $3.6 million. The terms of the lease call  
for 60 monthly payments of $59,386, with a balloon payment of $1,080,000 due    
on September 30, 2000.                                                          

4. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                            

Cash paid for interest during the three month periods ended September 30,   
1995 and 1994 was $834,471 and $671,123, respectively.                          

Non-cash investing and financing activities related to purchases of property
and equipment financed by long-term debt amounted to $750,000 during the three  
months ended September 30, 1994.                                                

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS  

To the Owners of Collier Farms:                                                 

We have audited the accompanying combined balance sheets of Collier Farms   
(see Note 1) as of June 30, 1995, 1994 and 1993, and the related combined       
statements of operations and owners' equity and cash flows for the years then   
ended. These financial statements are the responsibility of the Company's       
management. Our responsibility is to express an opinion on these combined       
financial statements based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the financial position of Collier Farms as of June    
30, 1995, 1994 and 1993, and the results of their operations and their cash     
flows for the years then ended in conformity with generally accepted            
accounting principles.                                                          

                                                           ARTHUR ANDERSEN LLP

Tampa, Florida,                                                                 
September 28, 1995, except for the                                          
matter discussed in Note 9, as to which                                     
the date is October 27, 1995                                                

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COLLIER FARMS 

COMBINED BALANCE SHEETS 

JUNE 30, 1995, 1994 AND 1993

                                                                [Download Table]

                                                         1995    1994    1993  
                                                        ------- ------- -------
                                                        (AMOUNTS IN THOUSANDS) 
                                                                               
                        ASSETS                                                 
CURRENT ASSETS:                                                                
  Cash (Note 2)........................................ $   122 $    62 $    77
  Trade receivables, less allowance of $47, $42 and                            
   $90, respectively, for doubtful accounts............     338     460   1,250
  Related party receivables............................   4,845   4,236   3,694
  Inventories (Note 3).................................   1,446   1,032   1,180
                                                        ------- ------- -------
    Total current assets...............................   6,751   5,790   6,201
                                                        ------- ------- -------
PROPERTY, PLANT AND EQUIPMENT, net (Note 4)............  14,140  15,101  16,191
DEFERRED CHARGES AND OTHER ASSETS......................      86     146     128
                                                        ------- ------- -------
                                                        $20,977 $21,037 $22,520
                                                        ======= ======= =======
            LIABILITIES AND OWNERS' EQUITY                                     

                                                                [Download Table]
                                                                               
CURRENT LIABILITIES:                                                           
  Accounts payable....................................  $   653 $   385 $   540
  Employee related liabilities (Note 8)...............      491     885   1,700
  Accrued litigation expenses.........................      --      627     310
  Accrued interest....................................      182      56      17
  Other current liabilities...........................      268     101     119
  Current portion of related party note payable (Note                          
   7).................................................      258     269     279
  Current portion of long-term debt (Note 5)..........    5,300     --       38
                                                        ------- ------- -------
    Total current liabilities.........................    7,152   2,323   3,003
                                                        ------- ------- -------
RELATED PARTY NOTE PAYABLE, less current portion (Note                         
 7)...................................................    6,285   6,543   6,812
LONG-TERM DEBT, less current portion (Note 5).........      --    5,300   5,300
OTHER LIABILITIES.....................................      --      --      638
COMMITMENTS AND CONTINGENCIES (Note 8)................      --      --      -- 
                                                        ------- ------- -------
    Total liabilities.................................   13,437  14,166  15,753
                                                        ------- ------- -------
OWNERS' EQUITY........................................    7,540   6,871   6,767
                                                        ------- ------- -------
                                                        $20,977 $21,037 $22,520
                                                        ======= ======= =======

The accompanying notes are an integral part of these combined balance sheets. 

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COLLIER FARMS 

COMBINED STATEMENTS OF OPERATIONS AND OWNERS' EQUITY

FOR THE YEARS ENDED JUNE 30, 1995, 1994 AND 1993

                                                                [Download Table]

                                                       1995     1994     1993   
                                                      -------  -------  ------- 
                                                      (AMOUNTS IN THOUSANDS)    
                                                                                
REVENUES (Note 2)...................................  $25,440  $22,009  $31,262 
COSTS OF REVENUES:                                                              
  Growing expenses, including $1,147, $1,581 and                                
   $1,379, respectively, paid to related parties....   11,953   13,619   13,587 
  Harvest and haul..................................    2,430    2,509    3,622 
  Packing...........................................    5,893    4,954    6,088 
                                                      -------  -------  ------- 
    Gross margin....................................    5,164      927    7,965 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES,                                   
 excluding related party management fees............   (3,619)  (3,200)  (3,967)
OTHER INCOME (Note 2)...............................    1,091    2,428    1,795 
                                                      -------  -------  ------- 
INCOME BEFORE RELATED PARTY MANAGEMENT FEES AND                                 
 INTEREST EXPENSE...................................    2,636      155    5,793 
RELATED PARTY MANAGEMENT FEES (Note 7)..............    1,521    1,529    1,127 
INTEREST EXPENSE, including related party interest                              
 of $1,088, $1,059 and $983, respectively (Note 7)..    1,456    1,272    1,305 
                                                      -------  -------  ------- 
NET (LOSS) INCOME...................................     (341)  (2,646)   3,361 
CONTRIBUTIONS AND DISTRIBUTIONS, net (Note 2).......    1,010    2,750   (2,095)
OWNERS' EQUITY, beginning of year...................    6,871    6,767    5,501 
                                                      -------  -------  ------- 
OWNERS' EQUITY, end of year.........................  $ 7,540  $ 6,871  $ 6,767 
                                                      =======  =======  ======= 

The accompanying notes are an integral part of these combined statements. 

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COLLIER FARMS 

COMBINED STATEMENTS OF CASH FLOWS 

FOR THE YEARS ENDED JUNE 30, 1995, 1994 AND 1993

                                                                [Download Table]

                                                      1995     1994     1993   
                                                     -------  -------  ------- 
                                                     (AMOUNTS IN THOUSANDS)    
                                                                               
OPERATING ACTIVITIES:                                                          
 Net income (loss).................................. $  (341) $(2,646) $ 3,361 
 Adjustments to reconcile net loss to net cash used                            
  in operating activities--                                                    
  Depreciation and amortization.....................   1,558    1,746    1,732 
  Loss on sales of property, plant and equipment....      43      392      370 
 Changes in working capital--                                                  
  Trade receivables.................................     122      790     (606)
  Inventories.......................................    (414)     148      218 
  Other assets......................................      60      (18)      47 
  Accounts payable and accrued expenses.............     176      (16)    (191)
  Other liabilities.................................    (636)  (1,254)      45 
                                                     -------  -------  ------- 
    Total adjustments...............................     909    1,788    1,615 
                                                     -------  -------  ------- 
    Net cash provided by (used in) operating activi-                           
     ties...........................................     568     (858)   4,976 
                                                     -------  -------  ------- 
INVESTING ACTIVITIES:                                                          
  Proceeds from sales of property, plant and equip-                            
   ment.............................................      70       59      --  
  Capital expenditures..............................    (710)  (1,107)  (1,923)
  Advances to related parties.......................    (609)    (542)    (584)
                                                     -------  -------  ------- 
    Net cash used in investing activities...........  (1,249)  (1,590)  (2,507)
                                                     -------  -------  ------- 
FINANCING ACTIVITIES:                                                          
  Payments on long-term debt........................     --       (38)     (61)
  Payments on related party note payable............    (269)    (279)    (291)
  Capital contributions (distributions), net........   1,010    2,750   (2,095)
                                                     -------  -------  ------- 
    Net cash provided by (used in) financing activi-                           
     ties...........................................     741    2,433   (2,447)
                                                     -------  -------  ------- 
INCREASE (DECREASE) IN CASH.........................      60      (15)      22 
BALANCE, beginning of year..........................      62       77       55 
                                                     -------  -------  ------- 
BALANCE, end of year................................ $   122  $    62  $    77 
                                                     =======  =======  ======= 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                              
 Cash paid during the year for interest............. $ 1,245  $ 1,340  $ 1,435 

The accompanying notes are an integral part of these combined statements. 

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COLLIER FARMS 

NOTES TO COMBINED FINANCIAL STATEMENTS  

JUNE 30, 1995, 1994 AND 1993  

1. BASIS OF PRESENTATION AND SUMMARY OF OPERATIONS:                             

The accompanying combined financial statements represent the financial      
statements of the following affiliated business enterprises collectively known  
as Collier Farms (the Company):                                                 

Collier Farm Equipment Company (CFEC), a Florida corporation                
Collier Farms, Inc. (CFI), a Florida corporation                            
Colliergro, a division of Colliergro, Ltd., a Florida limited partnership   
CollierPac-Tomato, a division of Collier Groves & Packing, Ltd., a Florida  
limited partnership                                                         
CollierPac-Vegetable, a division of Collier Groves & Packing, Ltd., a       
Florida limited partnership                                                 
LDEC, a division of Collier Tec, Inc., a Florida corporation                

The above entities are under common control and have been combined to       
provide a more meaningful presentation of the financial position and results    
of operations of these entities which operate as a single business unit. All    
significant intercompany balances have been eliminated in combination.          

The Company is primarily in the business of growing, packing, marketing and 
shipping fresh produce.                                                         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                                  

Cash Management                                                               

The Company is part of a group of affiliated companies operating in various 
industries. As part of the overall cash management system, excess cash is       
distributed and cash deficiencies are funded on a daily basis and are recorded  
as capital distributions and contributions, respectively. Accordingly, capital  
distributions and contributions have been netted in the accompanying combined   
statements of owners' equity.                                                   

Property, Plant and Equipment                                                 

Property, plant and equipment are recorded at cost. Depreciation expense is 
provided using the straight line method over the estimated lives of the assets  
which range from 5 to 25 years.                                                 

Income Taxes                                                                  

The corporations included in the Company have elected to file under         
Subchapter S of the U.S. Internal Revenue Code. Accordingly, the revenues and   
expenses of all entities flow through to the owners for tax purposes. The tax   
returns and the amount of distributable income or loss are subject to           
examination by federal and state taxing authorities. If such examinations       
result in changes to distributable income or loss, the tax liability of the     
owners would be changed accordingly.                                            

Other Income                                                                  

The Company periodically enters into agreements to produce, market and sell 
crops with another unrelated party for a growing season. The Company's          
proportionate share of income from these agreements is included in other        
income in the accompanying combined statements of operations.                   

Also included in other income is income from equipment rentals and other    
services provided to both related and unrelated parties, insurance proceeds     
from storm damage and refunds received on damaged inventories.                  

Revenue Recognition                                                           

Revenues are recognized when the related products are shipped.              

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NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

3. INVENTORIES:                                                                 

Inventories are stated at the lower of cost, determined using the first-in  
first-out method, or market. Inventories consisted of the following as of June  
30, 1995, 1994 and 1993 (amounts in thousands):                                 

                                                                [Download Table]

                                                         1995   1994   1993 
                                                        ------ ------ ------
                                                                            
Seeds.................................................. $  497 $  258 $  537
Chemicals..............................................    433    162    157
Supplies...............................................    516    612    486
                                                        ------ ------ ------
                                                        $1,446 $1,032 $1,180
                                                        ====== ====== ======

4. PROPERTY, PLANT AND EQUIPMENT:                                               

Property, plant and equipment consisted of the following as of June 30,     
1995, 1994 and 1993 (amounts in thousands):                                     

                                                                [Download Table]

                                                    1995     1994    1993   
                                                   -------  ------- ------- 
                                                                            
Land.............................................. $   312  $   312 $   371 
Land improvements.................................   1,414    1,339   1,285 
Buildings and improvements........................   9,809   10,048  10,225 
Machinery and equipment...........................  10,681   10,953  11,041 
Furniture, fixtures and equipment.................   1,755    2,044   1,467 
Construction in progress..........................     444      331     499 
                                                   -------  ------- ------- 
                                                    24,415   25,027  24,888 
Less-Accumulated depreciation..................... (10,275) (9,926)  (8,697)
                                                   -------  ------- ------- 
                                                   $14,140  $15,101 $16,191 
                                                   =======  ======= ======= 

5. DEBT:                                                                        

Long-term debt consisted of the following as of June 30, 1995, 1994 and 1993
(amounts in thousands):                                                         

                                                                [Download Table]

                                                        1995   1994   1993 
                                                       ------ ------ ------
                                                                           
Mortgage note secured by land and equipment, variable                      
 interest, 6.45% at June 30, 1995, principal and                           
 interest due October 31, 1995........................ $5,300 $5,300 $5,300
Mortgage note on equipment repaid in full on                               
 September 28, 1993...................................    --     --      38

6. EMPLOYEE BENEFIT PLANS:                                                      

The Company is a member of an affiliated group which sponsors three defined 
contribution benefit plans. One of the plans provides only for employee         
contributions up to a certain percent of gross salary, with certain             
limitations. The other two plans are noncontributory and provide for employer   
contributions equal to a certain percent of all active participants'            
compensation, with certain limitations. The Company's contributions to these    
plans during the years ended June 30, 1995, 1994 and 1993, amounted to          
approximately $288,000, $184,000 and $124,000, respectively.                    

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NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

7. RELATED PARTY TRANSACTIONS:                                                  

MANAGEMENT SERVICES AND INTEREST CHARGES                                        

Certain affiliates of the Company provide certain services to the Company   
for an annual fee. Services provided primarily consist of managerial,           
administrative, accounting, income tax preparation, legal, and human resources  
and are classified as related party management fees in the accompanying         
combined statements of operations.                                              

The Company also received an allocation of approximately $406,000, $350,000 
and $245,000 for the years ended June 30, 1995, 1994 and 1993, respectively,    
for interest expense on borrowings of its affiliates which is included in       
interest expense in the accompanying combined statements of operations.         

LAND RENT                                                                       

The Company leases the majority of its farming land from an affiliate on a  
yearly basis. During fiscal 1995, 1994 and 1993, the Company paid rent of       
approximately $1,119,000, $1,536,000, and $1,281,000, respectively, for the     
use of this land.                                                               

OTHER TRANSACTIONS                                                              

From time to time, the Company and its affiliates provide various services  
and exchange operating supplies within the affiliated group. Such amounts paid  
by the Company to its affiliates were approximately $28,000, $45,000 and        
$98,000 during fiscal 1995, 1994 and 1993, respectively. Such amounts received  
by the Company were approximately $63,000, $41,000 and $187,000 during fiscal   
1995, 1994 and 1993, respectively.                                              

PURCHASE COMMITMENTS                                                            

The Company has entered into a commitment to purchase certain assets, under 
specified conditions, from a related party for approximately $425,000.          

RELATED PARTY NOTE PAYABLE                                                      

During fiscal 1990, the Company purchased a building and certain land       
improvements using amounts borrowed from an affiliate (the Affiliate). In       
connection with this purchase, the Affiliate executed a mortgage note payable   
(the Note) with a financing company under which the building and land           
improvements are pledged as collateral. The Company's management intends to     
repay the related party note payable in accordance with the terms of the Note.  
The Note bears interest at a rate of 9.97 percent payable quarterly. Principal  
payments are due quarterly at a rate of 1 percent of the outstanding principal  
balance, with the remaining balance payable in full on June 15, 1999. Interest  
expense charged on this related party note payable was approximately $682,000,  
$709,000 and $738,000 for the fiscal years ended June 30, 1995, 1994 and 1993,  
respectively.                                                                   

The maturities of the related party note payable are as follows (amounts in 
thousands):                                                                     

                                                                [Download Table]

                                                                      AMOUNT
                                                                      ------
                                                                            
1996................................................................. $  258
1997.................................................................    247
1998.................................................................    238
1999.................................................................  5,800
                                                                      ------
                                                                      $6,543
                                                                      ======

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NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

8. COMMITMENTS AND CONTINGENCIES:                                               

LEASES                                                                          

The Company leases land and office equipment under certain operating leases.
The future minimum lease payments relating to noncancellable operating leases   
with lease terms in excess of one year are as follows (in thousands):           

                                                                [Download Table]

YEAR ENDING                                                                 
  JUNE 30,                                                            AMOUNT
-----------                                                           ------
                                                                            
  1996...............................................................  $80  
  1997...............................................................   22  
  1998...............................................................   20  
  1999...............................................................   20  

Total rent expense, including amounts paid to related parties (see Note 7)  
for the years ended June 30, 1995, 1994 and 1993, was approximately             
$1,508,000, $1,642,000 and $1,453,000, respectively.                            

RISK MANAGEMENT                                                                 

The Company and its affiliates are self-insured for a portion of its        
workers' compensation and group medical liability. The Company's maximum self-  
insured exposures per occurrence are $250,000, $225,000 and $225,000 for        
workers' compensation for the fiscal years ended June 30, 1995, 1994 and 1993,  
respectively. The Company's maximum self-insured exposures per occurrence are   
$25,000 for group medical for each of the fiscal years ended June 30, 1995,     
1994 and 1993. As of June 30, 1995, 1994 and 1993, the Company has accrued for  
the estimated losses occurring from both asserted and unasserted claims.        

9. PROPOSED SALE:                                                               

On October 27, 1995, the Company signed a letter of intent to sell          
substantially all of its assets for cash, a note receivable and the assumption  
of certain of its liabilities.                                                  

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COMBINED BALANCE SHEETS--UNAUDITED

SEPTEMBER 30, 1995 AND 1994 

                                                                [Download Table]

                                                                 1995    1994  
                                                                ------- -------
                                                                  (AMOUNTS IN  
                                                                  THOUSANDS)   
                                                                               
                            ASSETS                                             
CURRENT ASSETS:                                                                
  Cash (Note 2)................................................ $   110 $    47
  Trade receivables............................................     482     854
  Related party receivables....................................   4,304   4,701
  Inventories (Note 3).........................................   5,622   4,395
                                                                ------- -------
    Total current assets.......................................  10,518   9,997
                                                                ------- -------
PROPERTY, PLANT AND EQUIPMENT, net (Note 4)....................  13,938  14,367
DEFERRED CHARGES AND OTHER ASSETS..............................      64      89
                                                                ------- -------
                                                                $24,520 $24,453
                                                                ======= =======
                LIABILITIES AND OWNERS' EQUITY                                 
CURRENT LIABILITIES:                                                           
  Accounts payable............................................. $   944 $   676
  Employee related liabilities (Note 8)........................     491     885
  Accrued litigation expenses..................................     --      615
  Accrued interest.............................................     178      63
  Other current liabilities....................................     766     129
  Current portion of related party note payable (Note 7).......     258     269
  Current portion of long-term debt (Note 5)...................   5,336   5,300
                                                                ------- -------
    Total current liabilities..................................   7,973   7,937
                                                                ------- -------
RELATED PARTY NOTE PAYABLE, less current portion (Note 7)......   6,220   6,475
LONG-TERM DEBT, less current portion (Note 5)..................      80     -- 
COMMITMENTS AND CONTINGENCIES (Note 8).........................     --      -- 
                                                                ------- -------
    Total liabilities..........................................  14,273  14,412
                                                                ------- -------
OWNERS' EQUITY.................................................  10,247  10,041
                                                                ------- -------
                                                                $24,520 $24,453
                                                                ======= =======

The accompanying notes are an integral part of these unaudited combined balance 
sheets. 

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COMBINED STATEMENTS OF OPERATIONS AND OWNERS' EQUITY--UNAUDITED 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                                                [Download Table]

                                                              1995     1994   
                                                             -------  ------- 
                                                               (AMOUNTS IN    
                                                               THOUSANDS)     
                                                                              
REVENUES (Note 2)........................................... $   350  $   495 
COSTS OF REVENUES:                                                            
  Growing expenses..........................................     802      805 
                                                             -------  ------- 
    Gross Margin............................................    (452)    (310)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES,                                 
 excluding related party management fees....................    (795)    (714)
OTHER INCOME (Note 2).......................................     130      139 
                                                             -------  ------- 
INCOME BEFORE RELATED PARTY MANAGEMENT FEES AND INTEREST                      
 EXPENSE....................................................  (1,117)    (885)
RELATED PARTY MANAGEMENT FEES (Note 7)......................     288      242 
INTEREST EXPENSE (Note 7)...................................     246      268 
                                                             -------  ------- 
NET LOSS....................................................  (1,651)  (1,395)
CONTRIBUTIONS AND DISTRIBUTIONS, net (Note 2)...............   4,358    4,565 
OWNERS' EQUITY, beginning of year...........................   7,540    6,871 
                                                             -------  ------- 
OWNERS' EQUITY, September 30................................ $10,247  $10,041 
                                                             =======  ======= 

The accompanying notes are an integral part of these unaudited combined 
statements. 

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COLLIER FARMS 

COMBINED STATEMENTS OF CASH FLOWS--UNAUDITED

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                                                [Download Table]

                                                         1995         1994     
                                                      -----------  ----------- 
                                                      (AMOUNTS IN THOUSANDS)   
                                                                               
OPERATING ACTIVITIES:                                                          
  Net loss........................................... $    (1,651) $    (1,395)
  Adjustments to reconcile net loss to net cash used                           
   in operating activities--                                                   
    Depreciation and amortization....................         439          439 
    Loss on sales of property, plant and equipment...          22          635 
  Changes in working capital--                                                 
   Trade receivables.................................        (144)        (394)
   Inventories.......................................      (4,176)      (3,363)
   Other assets......................................          22           57 
   Accounts payable and accrued expenses.............         291          291 
   Other liabilities.................................         494           23 
                                                      -----------  ----------- 
    Total adjustments................................      (3,052)      (2,312)
                                                      -----------  ----------- 
    Net cash used in operating activities............      (4,703)      (3,707)
                                                      -----------  ----------- 
INVESTING ACTIVITIES:                                                          
  Proceeds from sales of property, plant and                                   
   equipment.........................................           1           38 
  Advances to related parties........................         --          (465)
  Capital expenditures...............................        (260)        (378)
                                                      -----------  ----------- 
    Net cash used in investing activities............        (259)        (805)
                                                      -----------  ----------- 
FINANCING ACTIVITIES:                                                          
  Proceeds from long-term debt.......................         116          --  
  Advances from related parties......................         541          --  
  Payments on related party note payable.............         (65)         (68)
  Capital contributions (distributions), net.........       4,358        4,565 
                                                      -----------  ----------- 
    Net cash provided by financing activities........       4,950        4,497 
                                                      -----------  ----------- 
DECREASE IN CASH.....................................         (12)         (15)
BALANCE, beginning of year...........................         122           62 
                                                      -----------  ----------- 
BALANCE, September 30................................ $       110  $        47 
                                                      ===========  =========== 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                              
Cash paid during the three months ended September 30                           
 for interest........................................ $       231  $       261 

The accompanying notes are an integral part of these unaudited combined 
statements. 

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COLLIER FARMS 

NOTES TO COMBINED FINANCIAL STATEMENTS--UNAUDITED 

THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994  

1. BASIS OF PRESENTATION OF INTERIM FINANCIAL INFORMATION (UNAUDITED) AND       
SUMMARY OF OPERATIONS:                                                          

The accompanying unaudited combined financial statements have been prepared 
in accordance with generally accepted accounting principles applied on a        
consistent basis during the interim periods. Those financial statements should  
be read in conjunction with the Company's audited combined financial            
statements appearing elsewhere herein for the fiscal years ended June 30,       
1995, 1994 and 1993.                                                            

In the opinion of management, the interim financial statements reflect all  
adjustments necessary, consisting only of normal recurring adjustments, to      
present fairly the Company's combined financial position at September 30,       
1995, and 1994 and the combined results of operations and cash flows for the    
three months ended September 30, 1995, and 1994. Results for the periods ended  
September 30, 1995, and 1994 are not necessarily indicative of results to be    
expected for the entire fiscal year.                                            

The accompanying combined financial statements represent the financial      
statements of the following affiliated business enterprises collectively known  
as Collier Farms (the Company):                                                 

Collier Farm Equipment Company (CFEC), a Florida corporation                

Collier Farms, Inc., (CFI), a Florida corporation                           

CollierGro, a division of CollierGro, Ltd., a Florida limited partnership   

CollierPac Tomato, a division of Collier Groves & Packing, Ltd., a Florida  
limited partnership                                                         

CollierPac Vegetable, a division of Collier Groves & Packing, Ltd., a       
Florida limited partnership                                                 

LDEC, a division of Collier Tec, Inc., a Florida corporation                

The above entities are under common control and have been combined to       
provide a more meaningful presentation of the financial position and results    
of operations of these entities which operate as a single business unit. All    
significant intercompany balances have been eliminated in combination.          

The Company is primarily in the business of growing, packing, marketing and 
shipping fresh produce.                                                         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                                  

Cash Management                                                               

The Company is part of a group of affiliated companies operating in various 
industries. As part of the overall cash management system, excess cash is       
distributed and cash deficiencies are funded on a daily basis and are recorded  
as capital distributions and contributions, respectively. Accordingly, capital  
distributions and contributions have been netted in the accompanying combined   
statements of owners' equity.                                                   

Property, Plant and Equipment                                                 

Property, plant and equipment are recorded at cost. Depreciation expense is 
provided using the straight line method over the estimated lives of the assets  
which range from 5 to 25 years.                                                 

Income Taxes                                                                  

The corporations included in Collier Farms have elected to file under       
Subchapter S of the U.S. Internal Revenue Code. Accordingly, the revenues and   
expenses of all entities flow through to the owners for tax purposes. The tax   
returns and the amount of distributable income or loss are subject to           
examination by federal                                                          

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NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)--UNAUDITED  
and state taxing authorities. If such examinations result in changes to         
distributable income or loss, the tax liability of the owners would be changed  
accordingly.                                                                    

Other income                                                                  

The Company periodically enters into agreements to produce, market and sell 
crops with another unrelated party for a growing season. The Company's          
proportionate share of income from these agreements is included in other        
income in the accompanying combined statements of operations.                   

Also included in other income is income from equipment rental and other     
services provided to both related and unrelated parties.                        

Revenue Recognition                                                           

Revenues are recognized when the related products are shipped.              

3. INVENTORIES:                                                                 

Inventories are stated at the lower of cost, determined using the first-in  
first-out method, or market. Inventories consisted of the following as of       
September 30, 1995, and 1994, (amounts in thousands):                           

                                                                [Download Table]

                                                                1995   1994 
                                                               ------ ------
                                                                            
Seeds......................................................... $  197 $  231
Chemicals.....................................................    382    292
Supplies......................................................    781    582
Crop Cost.....................................................  4,262  3,290
                                                               ------ ------
                                                               $5,622 $4,395
                                                               ====== ======

4. PROPERTY, PLANT AND EQUIPMENT:                                               

Property, plant and equipment consisted of the following as of September 30,
1995, and 1994, (amounts in thousands):                                         

                                                                [Download Table]

                                                            1995     1994   
                                                           -------  ------- 
                                                                            
Land...................................................... $   312  $   312 
Land improvements.........................................   1,753    1,339 
Buildings and improvements................................   9,350    9,950 
Machinery and equipment...................................  11,187   11,189 
Furniture, fixtures and equipment.........................   1,193    1,223 
Construction in progress..................................     113      221 
                                                           -------  ------- 
Less: Accumulated depreciation............................  23,908   24,234 
                                                            (9,970)  (9,867)
                                                           -------  ------- 
                                                           $13,938  $14,367 
                                                           =======  ======= 

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NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)--UNAUDITED  

5. DEBT:                                                                        

Long-term debt consisted of the following as of September 30, 1995, and     
1994, (amounts in thousands):                                                   

                                                                [Download Table]

                                                             1995   1994 
                                                            ------ ------
                                                                         
Mortgage note secured by land and equipment, variable                    
 interest, 6.25% at September 30, 1995, principal and                    
 interest due February 28, 1996. .......................... $5,300 $5,300
Note payable secured by equipment, interest fixed at 7.5%,               
 payable in 36 monthly installments ranging from $6,150 to               
 $3,199.................................................... $  116    -- 

6. EMPLOYEE BENEFIT PLANS:                                                      

The Company is a member of an affiliated group which sponsors three defined 
contribution benefit plans. One of the plans provides only for employee         
contributions up to a certain percent of gross salary, with certain             
limitations. The other two plans are noncontributory and provide for employer   
contributions equal to a certain percent of all active participants'            
compensation, with certain limitations. The Company's contributions to these    
plans during the three months ended September 30, 1995 and 1994 amounted to     
approximately $106,000 and $76,000, respectively.                               

7. RELATED PARTY TRANSACTIONS:                                                  

Management Services and Interest Charges                                      

Certain affiliates of the Company provide certain services to the Company   
for an annual fee. Services provided primarily consist of managerial,           
administrative, accounting, income tax preparation, legal, and human resources  
and are classified as related party management fees in the accompanying         
combined statements of operations.                                              

Land Rent                                                                     

The Company leases the majority of its farming land from an affiliate on a  
yearly basis. During the three months ended September 30, 1995, and 1994, the   
Company paid rent of approximately $1,048,000 and $718,000, respectively, for   
the use of this land.                                                           

Other Transactions                                                            

From time to time, the Company and its affiliates provide various services  
and exchange operating supplies within the affiliated group. Such amounts paid  
and received by the Company were immaterial for the three months ended          
September 30, 1995, and 1994.                                                   

Purchase Commitments                                                          

The Company has entered into a commitment to purchase certain assets, under 
specified conditions, from a related party for approximately $425,000.          

Related Party Note Payable                                                    

During fiscal 1990, the Company purchased a building and certain land       
improvements using amounts borrowed from an affiliate (the Affiliate). In       
connection with this purchase, the Affiliate executed a mortgage note payable   
(the Note) with a financing company under which the building and land           
improvements are pledged as collateral. The Company's management intends to     
repay the related party note payable in accordance with the terms of the Note.  
The Note bears interest at a rate of 9.97 percent payable quarterly. Principal  
payments are due quarterly at a rate of one percent of the outstanding          
principal balance with the remaining balance payable in full on June 15, 1999.  
Interest expense charged on this related party note payable was approximately   
$163,000 and $181,000 for the three months ended September 30, 1995, and 1994,  
respectively.                                                                   

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NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)--UNAUDITED  

The maturities of the related party note payable are as follows (amounts in 
thousands):                                                                     

                                                                [Download Table]

                                                                     AMOUNT
                                                                     ------
                                                                           
1996 Remaining nine months.......................................... $  193
1997 Fiscal year....................................................    247
1998 Fiscal year....................................................    238
1999 Fiscal year....................................................  5,800
                                                                     ------
                                                                     $6,478
                                                                     ======

8. COMMITMENTS AND CONTINGENCIES:                                               

Leases                                                                        

The company leases land and office equipment under certain operating leases.
The future minimum lease payments relating to noncancellable operating leases   
with lease terms in excess of one year are as follows (in thousands):           

                                                                [Download Table]

YEAR ENDING                                                                 
  JUNE 30,                                                            AMOUNT
-----------                                                           ------
                                                                            
  1996...............................................................  $80  
  1997...............................................................   22  
  1998...............................................................   20  
  1999...............................................................   20  

Risk Management                                                               

The Company and its affiliates are self-insured for a portion of its        
workers' compensation and group medical liability. As of September 30, 1995,    
the Company's maximum self-insured exposure per occurrence is $250,000 and      
$25,000, respectively for workers' compensation and group medical. As of        
September 30, 1995, and 1994, the Company has accrued for the estimated losses  
occurring from both asserted and unasserted claims.                             

9. PROPOSED SALE:                                                               

On October 27, 1995, the Company signed a letter of intent to sell          
substantially all of its assets for cash, a note receivable and the assumption  
of certain of its liabilities.                                                  

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                                                                         ANNEX A

AGREEMENT AND PLAN OF REORGANIZATION

BETWEEN 

CALGENE, INC. 

AND 

MONSANTO COMPANY

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TABLE OF CONTENTS 

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ARTICLE--TITLE                                                           PAGE
--------------                                                           ----
                                                                             
ARTICLE 1--DEFINITIONS.................................................    1 
ARTICLE 2--THE EXCHANGE; PARTNERSHIP REORGANIZATION TRANSACTIONS.......    6 
   2.1  The Exchange...................................................    6 
   2.2  Conveyance Limitation..........................................    7 
   2.3  Partnership Reorganization Transactions........................    7 
   2.4  Dissolution and Liquidation of General Partner.................    7 
ARTICLE 3--THE MERGER..................................................    7 
   3.1  The Merger.....................................................    7 
ARTICLE 4--STRUCTURE OF HOLDING COMPANY AND RELATED MATTERS............    8 
   4.1  Organization of Holding Company................................    8 
   4.2  Board of Directors.............................................    8 
   4.3  Management.....................................................    9 
   4.4  Headquarters of Holding Company................................    9 
   4.5  Indemnification................................................    9 
   4.6  Merger Subsidiary Organization.................................    9 
ARTICLE 5--INDEMNIFICATION.............................................    9 
   5.1  Release........................................................    9 
   5.2  Monsanto's Indemnification Agreement...........................   10 
   5.3  Holding Company's and Calgene's Indemnification Agreement......   10 
   5.4  Procedure......................................................   10 
   5.5  Adjustment of Liability........................................   11 
   5.6  Certain Limitations on Monsanto's Indemnification Agreement....   11 
        Certain Limitations on Holding Company's and Calgene's               
   5.7  Indemnification Agreement......................................   11 
   5.8  Limitations on Liability of the Parties........................   12 
ARTICLE 6--REPRESENTATIONS AND WARRANTIES..............................   12 
   6.1  Monsanto's Representations and Warranties......................   12 
   6.2  Calgene's Representations and Warranties.......................   17 
   6.3  Survival of Representations and Warranties.....................   20 
ARTICLE 7--EMPLOYEES...................................................   21 
   7.1  Offers of Employment...........................................   21 
   7.2  Employee Benefits..............................................   21 
   7.3  Confidentiality................................................   21 
   7.4  No Third Party Beneficiary Status..............................   22 
ARTICLE 8--CONDITIONS PRECEDENT........................................   22 
   8.1  Conditions Precedent to Calgene's Obligations..................   22 
   8.2  Conditions Precedent to Monsanto's Obligations.................   23 
ARTICLE 9--COVENANTS...................................................   24 
   9.1  Access to Assets and Calgene...................................   24 
   9.2  Confidentiality................................................   25 
   9.3  Registration Statement.........................................   25 
   9.4  Operations of Calgene..........................................   26 
   9.5  Operations of Tomato Associates................................   26 
   9.6  Public Announcement............................................   27 
   9.7  Certain Tax Matters............................................   27 
   9.8  Calgene Financial Statements...................................   28 
   9.9  No Solicitation of Transactions................................   28 

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ARTICLE--TITLE                                                             PAGE
--------------                                                             ----
                                                                               
    9.10 Notification of Certain Matters.................................   29 
    9.11 Severance Agreements............................................   29 
    9.12 Registration Statement; Proxy Statement.........................   29 
ARTICLE 10--CLOSING AND EFFECTIVE TIME...................................   30 
   10.1  Time and Place of Closing.......................................   30 
   10.2  Effective Time..................................................   30 
ARTICLE 11---TERMINATION.................................................   30 
   11.1  Termination.....................................................   30 
   11.2  Liabilities in Event of Termination.............................   31 
   11.3  Calgene Termination Payment.....................................   31 
ARTICLE 12--MISCELLANEOUS................................................   31 
   12.1  Notice..........................................................   31 
   12.2  Recording Fees..................................................   31 
   12.3  Assignability...................................................   32 
   12.4  Non-Competition.................................................   32 
   12.5  Schedules.......................................................   32 
   12.6  Sections and Articles...........................................   32 
   12.7  Entire Agreement................................................   32 
   12.8  Headings........................................................   32 
   12.9  Governing Law...................................................   32 
   12.10 Severability....................................................   33 
   12.11 Expenses and Fees...............................................   33 
   12.12 Finders' Fees...................................................   33 
   12.13 Specific Performance............................................   33 
   12.14 Counterparts....................................................   33 

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EXHIBITS

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EXHIBIT                                            TITLE                        
-------                                            -----                        
                                                                                
Exhibit A......................................... Assets                       
Exhibit B......................................... Plan of Merger               
Exhibit C......................................... Stockholders Agreement       
Exhibit D......................................... Temporary Services Outline   
Exhibit E......................................... Opinion of Monsanto's Counsel
Exhibit F......................................... Opinion of Calgene's Counsel 
Exhibit G......................................... Other Agreements             

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AGREEMENT AND PLAN OF REORGANIZATION  

THIS AGREEMENT, made and entered into as of the 13th day of October, 1995,  
between Calgene, Inc., a Delaware corporation, having its principal place of    
business at 1920 Fifth Street, Davis, California 95616 ("Calgene"), and         
Monsanto Company, a Delaware corporation, having its principal place of         
business at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167            
("Monsanto").                                                                   

WHEREAS:  

The Boards of Directors of Monsanto and Calgene have each determined to     
engage in the Transactions. This Agreement provides for the organization of a   
new holding company ("Holding Company") under the laws of the State of          
Delaware, which shall become the parent entity of Tomato Associates and         
Calgene pursuant to (i) an exchange by Monsanto of the outstanding Tomato       
Associates Common Stock and certain other assets for shares of Holding Company  
Capital Stock and (ii) the conversion of the outstanding shares of Calgene      
Capital Stock into shares of Holding Company Capital Stock by means of a        
merger of a wholly owned subsidiary of Holding Company, organized under the     
laws of the State of Delaware ("Merger Subsidiary"), into and with Calgene. At  
the Closing and as of the Effective Time, (i) Merger Subsidiary shall be        
merged with and into Calgene so that Calgene will be the surviving              
corporation, (ii) the outstanding shares of Calgene Capital Stock shall be      
converted into shares of Holding Company Capital Stock and (iii) immediately    
after the Merger, the exchange of Tomato Associates Common Stock and other      
assets for Holding Company Capital Stock shall be effected. As a result,        
stockholders of Calgene and Tomato Associates shall become stockholders of      
Holding Company, and Calgene and Tomato Associates shall continue to conduct    
their businesses and operations as wholly owned subsidiaries of Holding         
Company. Prior to the Effective Time, the outstanding Holding Company Capital   
Stock shall consist of one thousand (1,000) shares of Holding Company Common    
Stock, of which 501 shares shall be owned by Calgene and 499 shares shall be    
owned by Monsanto and shall be surrendered for cancellation at the Effective    
Time. The transactions described in this Agreement are subject to the approval  
of the stockholders of Calgene and the sole stockholder of Merger Subsidiary,   
and the satisfaction of certain other conditions described in this Agreement.   

NOW, THEREFORE, in consideration of the mutual covenants and agreements     
herein contained, Calgene and Monsanto agree as follows:                        

ARTICLE 1 

Definitions 

Capitalized terms used herein shall have the following meanings (all terms  
defined in this Article 1 or in other provisions of this Agreement in the       
singular shall have the same meaning when used in the plural and vice versa).   

"Additional Interest Acquisition" shall mean the acquisition by Tomato      
Associates, pursuant to the Partnership Reorganization Agreement, of the        
additional Partnership Interests that it (directly or indirectly through the    
General Partner) does not own after the Existing Option Exercise.               

"Affiliate" shall mean with respect to any Person, any other Person that,   
directly or indirectly, controls, is controlled by or under common control      
with such Person. For purposes of the preceding sentence, "control" shall have  
the same meaning as in Rule 12b-2 promulgated under the Exchange Act.           

"Agreement" shall mean this Agreement and Plan of Reorganization, as amended
or supplemented (such as provided in Section 4.1(c) hereof) from time to time.  

"Amended and Restated Subordinated Promissory Note" shall mean the $18      
million subordinated promissory note between Monsanto and Calgene dated June    
27, 1995 and amended and restated as of September 27, 1995.                     

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"Assets" shall mean all of the assets set forth in Exhibit A hereto.        

"Audited Financial Statements" shall have the meaning defined in Section    
6.2(i)(v) hereof.                                                               

"Balance Sheet Date" shall mean June 30, 1995.                              

"Benefitted Party" shall have the meaning defined in Section 6.3 hereof.    

"Business" shall mean Gargiulo's business as conducted by Gargiulo prior to 
the Partnership Reorganization Transactions and by Tomato Associates after the  
Partnership Reorganization Transactions and the dissolution and liquidation of  
the General Partner as described in Section 2.4 hereof.                         

"Calgene" shall have the meaning defined in the first paragraph hereof.     

"Calgene Acquisition Transaction" shall have the meaning defined in Section 
9.9(a) hereof.                                                                  

"Calgene Capital Stock" shall mean the Calgene Common Stock and the Calgene 
Preferred Stock.                                                                

"Calgene Common Stock" shall mean the Common Stock, par value $0.001 per    
share, of Calgene.                                                              

"Calgene Disclosure Memorandum" shall mean the Calgene Disclosure Memorandum
addressed to Monsanto and dated of even date herewith.                          

"Calgene Plans" shall have the meaning set forth in Section 6.2(o) hereof.  

"Calgene Preferred Stock" shall mean the Preferred Stock, par value $0.001  
per share, of Calgene, with such terms, rights, designations and privileges as  
may be established by the Board of Directors of Calgene.                        

"Calgene Subsidiary" shall mean as of a particular date any Affiliate of    
Calgene which is controlled by Calgene.                                         

"Certificate of Merger" shall have the meaning ascribed thereto in the Plan 
of Merger.                                                                      

"Closing" shall mean the closing of the Transactions which, unless the      
parties otherwise agree, shall take place at the Effective Time, as described   
in Article 10 hereof.                                                           

"Closing Date" shall mean the date on which the Closing is consummated.     

"Code" shall mean the Internal Revenue Code of 1986, as such shall be       
amended from time to time.                                                      

"Commission" shall mean the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act.                    

"Credit Facility Agreements" shall mean, collectively, the Holding Company  
Credit Facility Agreement and the Gargiulo Credit Facility Agreement.           

"Delaware GCL" shall mean the General Corporation Law of the State of       
Delaware.                                                                       

"Directly Competitive Activity" shall have the meaning defined in Section   
12.4 hereof.                                                                    

"Effective Time" shall mean the date and time at which the Exchange and the 
Merger become effective as set forth in Section 10.2 hereof.                    

"EHBPs" shall have the meaning defined in Section 7.1 hereof.               

"Employees" shall have the meaning defined in Section 7.1 hereof.           

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"Employer" shall have the meaning defined in Section 7.1 hereof.            

"Employer's Benefit Plans" shall have the meaning set forth in Section 7.2  
hereof.                                                                         

"ERISA" shall have the meaning defined in Section 6.2(o) hereof.            

"Exchange" shall mean the exchange of the Assets for Holding Company Capital
Stock as provided in Section 2.1 hereof.                                        

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,  
or any similar Federal statute, and the rules and regulations of the            
Commission issued under such act, as they each may, from time to time, be in    
effect.                                                                         

"Existing Option" shall mean the right of Tomato Associates to acquire the  
balance of the capital stock of the General Partner that it does not own, as    
well as further Partnership Interests, so that, after exercise of such          
Existing Option, Tomato Associates will own 100% of the General Partner and,    
together with the General Partner, will own Partnership Interests equal to 82%  
of the Partnership Interests outstanding.                                       

"Existing Option Exercise" shall mean the exercise of the Existing Option   
and acquisition of Partnership Interests thereby.                               

"Financial Statements" shall have the meaning set forth in Section 6.2(i)(v)
hereof.                                                                         

"Gargiulo" shall mean, collectively, the Partnership and the General        
Partner, having their principal place of business at 1500 Old 41 North,         
Naples, Florida 33963.                                                          

"Gargiulo Chilean Affiliates" shall have the meaning defined in Section     
6.1(k)(xi)(A) hereof.                                                           

"Gargiulo Credit Facility Agreement" shall mean the subordinated convertible
credit facility, in the form thereof previously agreed to by the parties,       
between Holding Company and Monsanto.                                           

"Gargiulo Subsidiary" shall mean as of a particular date any Affiliate of   
the General Partner or the Partnership which is controlled by the General       
Partner or the Partnership.                                                     

"General Partner" shall mean Gargiulo, G.P., Inc., a Delaware corporation   
and the sole general partner of the Partnership.                                

"hereto", "hereunder", "herein", "hereof" and the like mean and refer to    
this Agreement as a whole and not merely to the specific article, section,      
paragraph or clause in which the respective word appears.                       

"Holding Company" shall have the meaning defined in the recitals hereto.    

"Holding Company Capital Stock" shall mean the Holding Company Common Stock 
and the Holding Company Preferred Stock.                                        

"Holding Company Common Stock" shall mean the common stock, par value $ .001
per share, of Holding Company.                                                  

"Holding Company Credit Facility Agreement" shall mean the subordinated     
convertible credit facility, in the form thereof previously agreed to by the    
parties, between Holding Company and Monsanto.                                  

"Holding Company Indemnified Parties" shall have the meaning set forth in   
Section 5.2 hereof.                                                             

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"Holding Company Preferred Stock" shall mean the Series A Preferred Stock,  
par value $ .001 per share, of Holding Company.                                 

"Holding Company Subsidiary" shall mean any Affiliate of Holding Company    
that is controlled by Holding Company, either before or immediately after the   
Effective Time.                                                                 

"Holding Company's Agents" shall have the meaning set forth in Section      
5.1(b) hereof.                                                                  

"HSR" shall have the meaning defined in Section 8.1(d) hereof.              

"Indemnified Party" shall have the meaning defined in Section 5.4 hereof.   

"Indemnifying Party" shall have the meaning defined in Section 5.4 hereof.  

"Internal Audit Report" shall mean the Monsanto internal audit report dated 
August 11, 1995 concerning operations, financial and other matters at the       
Naples, Florida, Watsonville, California, Puerto Rico and BHN facilities of     
the Partnership, a true and correct copy of which has been given to Calgene by  
Monsanto.                                                                       

"IRCA" shall have the meaning set forth in Section 6.1(k)(v) hereof.        

"IRS" shall have the meaning set forth in Section 6.2(o) hereof.            

"Kirin-Japan" shall have the meaning set forth in Section 8.2(d) hereof.    

"Kirin-USA" shall have the meaning set forth in Section 8.2(d) hereof.      

"Letter of Intent" shall mean the letter of intent, dated June 27, 1995,    
between Monsanto and Calgene.                                                   

"Liabilities, Actions and Damages" shall have the meaning defined in Section
5.1(a) hereof.                                                                  

"License Agreements" shall mean those license agreements listed on Exhibit  
A, copies of which were previously provided to Calgene.                         

"Material Adverse Effect" shall mean condition(s) as to which it may be     
reasonably assumed that, if such conditions had been known to a reasonable      
Person prior to signing this Agreement, such reasonable Person would not have   
entered into the Transactions on the terms of the Transaction Agreements.       
Notwithstanding the foregoing, any change in customers, pricing or sales        
volumes of products of a Person shall not be deemed to be a Material Adverse    
Effect and, in the case of Calgene, the outcome of the litigation between       
Calgene and Enzo Biochem, Inc. shall not be deemed to be a Material Adverse     
Effect with respect to Calgene.                                                 

"Merger" shall mean the merger of Merger Subsidiary into and with Calgene as
provided in Section 3.1 hereof.                                                 

"Monsanto" shall have the meaning defined in the first paragraph hereof.    

"Merger Subsidiary" shall have the meaning defined in the recitals hereto.  

"Monsanto Acquisition Transaction" shall have the meaning defined in Section
9.9(b) hereof.                                                                  

"Monsanto's Agents" shall have the meaning set forth in Section 5.1(a)      
hereof.                                                                         

"Monsanto Disclosure Memorandum" shall mean the Monsanto Disclosure         
Memorandum addressed to Calgene and dated of even date herewith.                

"Monsanto Indemnified Parties" shall have the meaning set forth in Section  
5.3 hereof.                                                                     

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"Monsanto Proxy Information" shall have the meaning set forth in Section    
6.1(j) hereof.                                                                  

"NTGCo" shall mean NTGargiulo, Inc., a Florida corporation.                 

"Partnership" shall mean Gargiulo, L.P., a Delaware limited partnership     
formed pursuant to the Partnership Agreement.                                   

"Partnership Agreement" shall mean the Limited Partnership Agreement, dated 
as of December 23, 1992 and subsequently amended and restated to the date       
hereof, among the General Partner and Tomato Associates and NTGCo, as limited   
partners.                                                                       

"Partnership Financial Statements" shall mean the audited consolidated      
financial statements of the Partnership as of and for the fiscal years ended    
June 30, 1994 and June 30, 1995, together with the reports of Deloitte &        
Touche LLP.                                                                     

"Partnership Interests" shall mean partnership interests in the Partnership.

"Partnership Reorganization Agreement" shall mean the Gargiulo, L.P. Plan   
and Agreement of Reorganization, dated as of the date hereof, among Calgene,    
Monsanto, Tomato Associates, NTGCo, the Partnership, the General Partner and    
certain individuals.                                                            

"Partnership Reorganization Transactions" shall mean the Existing Option    
Exercise and the Additional Interest Acquisition.                               

"Person" shall mean a corporation, association, partnership, joint venture, 
limited liability company, individual, trust, unincorporated organization, a    
government agency or political subdivision thereof and any other entity.        

"PG-K Partnership" shall have the meaning defined in Section 8.2(d) hereof. 

"Plan of Merger" shall mean the Plan of Merger providing for the merger of  
Merger Subsidiary into and with Calgene, substantially in the form of Exhibit   
B hereto.                                                                       

"Prior Years' Audited Financial Statements" shall have the meaning defined  
in Section 6.2(i)(i) hereof.                                                    

"Proxy Statement" shall have the meaning defined in Section 9.3 hereof.     

"Registration Statement" shall mean the Registration Statement on Form S-4, 
or other appropriate form, filed with the Commission by Holding Company under   
the Securities Act in connection with the Merger.                               

"Restricted Payments" shall mean dividends or other distributions in respect
of the stock of Calgene or any Calgene Subsidiary (except dividends payable to  
Calgene or any wholly owned Calgene Subsidiary) and purchases, redemptions and  
other acquisitions, direct or indirect, of stock of Calgene or any Calgene      
Subsidiary.                                                                     

"Securities Act" shall mean the Securities Act of 1933, as amended, or any  
similar Federal statute, and the rules and regulations of the Commission        
issued under such act, as they each may, from time to time, be in effect.       

"Stockholders Agreement" shall mean the Stockholders Agreement, the form of 
which is attached hereto as Exhibit C.                                          

"Tax" shall mean any federal, state, local or foreign income, gross         
receipts, license, payroll, employment, excise, severance, stamp, occupation,   
premium, property or windfall profits tax, environmental tax, customs duty,     
capital stock, franchise, employees' income withholding, foreign or domestic    
withholding, social security,                                                   

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unemployment, disability, workers' compensation, employment related insurance,  
real property, personal property, sales, use, transfer, value added,            
alternative or add-on minimum or other tax.                                     

"Tax Returns" shall mean all reports, returns, declarations, statements or  
other information required to be supplied to a taxing authority in connection   
with Taxes.                                                                     

"Temporary Services Agreement" shall mean an agreement to be drafted and    
agreed to between the parties before Closing so as to reflect in good faith     
the terms set forth in Exhibit D attached hereto.                               

"Tomato Associates" shall mean Tomato Investment Associates, Inc., a        
Delaware corporation.                                                           

"Tomato Associates Common Stock" shall mean the common stock, par value $1  
per share, of Tomato Associates.                                                

"Tomato Associates Financial Statements" shall mean the consolidated        
financial statements of Tomato Associates as of and for the fiscal year ended   
June 30, 1995.                                                                  

"Tomato Associates Subsidiary" shall mean the Partnership and any other     
corporation, partnership or other entity with respect to which Tomato           
Associates or any other Tomato Associates Subsidiary has both (i) an equity     
interest and (ii) either (A) voting control or (B) a 40% or greater interest    
by value.                                                                       

"Transaction Agreements" shall have the meaning defined in Section 8.1(f)   
hereof.                                                                         

"Transactions" shall mean, collectively, the Merger, the Exchange, the      
Partnership Reorganization Transactions and the other transactions              
contemplated by this Agreement.                                                 

"Treasury Regulations" shall mean the United States Treasury Regulations    
promulgated under the Code, as such shall be amended from time to time.         

"Unaudited Financial Statements" shall have the meaning defined in Section  
6.2(i)(ii) hereof.                                                              

"Warranting Party" shall have the meaning defined in Section 6.3 hereof.    

ARTICLE 2 

The Exchange; Partnership Reorganization Transactions 

2.1 The Exchange. Subject to the terms and conditions set forth in this     
Agreement, immediately after the consummation of the Merger, Monsanto shall     
contribute, assign, transfer and deliver the Assets to Holding Company, which   
shall assume and perform all of Monsanto's obligations under and with respect   
to such Assets accruing from and after such contribution, assignment, transfer  
and delivery, in exchange for (i) such number of duly authorized, validly       
issued and non-assessable shares of Holding Company Common Stock, as will       
equal 49.9% of the Holding Company Common Stock issued and outstanding          
immediately after the Effective Time and after giving effect to shares of       
Holding Company Common Stock issued in the Merger and (ii) such number of duly  
authorized, validly issued and non-assessable shares of Holding Company         
Preferred Stock as will equal 49.9% of the Holding Company Preferred Stock      
issued and outstanding immediately after the Effective Time and after giving    
effect to shares of Holding Company Preferred Stock issued in the Merger. The   
transfer of the Assets and the issuance of shares of Holding Company Common     
Stock and Holding Company Preferred Stock in exchange therefor as contemplated  
herein, shall become effective, and shall for all purposes be deemed to have    
occurred, at and as of the Effective Time. As a result of the Assets transfer   
and the share exchange contemplated hereby, Tomato Associates shall become a    
wholly owned subsidiary of Holding Company. The certificates representing the   
Holding Company Common Stock and the Holding Company Preferred Stock issued to  
Monsanto in the Exchange shall bear a legend as required by the Stockholders    
Agreement.                                                                      

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2.2 Conveyance Limitation. Neither this Agreement nor any of the            
Transactions shall convey or transfer legal or equitable title to any           
trademarks, copyrights, trade names or trade designations owned, used or        
controlled by Monsanto. Specifically, no rights are in any way conveyed to the  
MONSANTO BLOCK M trademark or the trade name and trademark MONSANTO. No right,  
title, or interest, express or implied, is granted to Holding Company or the    
Holding Company Subsidiaries to use any trademark, copyright, trade name or     
trade designation of Monsanto. Holding Company shall, and shall cause the       
Holding Company Subsidiaries to, within one hundred eighty (180) days after     
the Closing, obliterate or remove all such trademarks, trade names or trade     
designations belonging or licensed to Monsanto which, after the Closing,        
remain on any assets transferred pursuant to this Agreement. In the event said  
trademarks, trade names or trade designations are not obliterated or removed    
by Holding Company or the Holding Company Subsidiaries within the applicable    
period specified in this Section 2.2, Monsanto is hereby granted the right, at  
Holding Company's expense, to obliterate or remove said trademarks, trade       
names and trade designations and the right to enter upon any premises of        
Holding Company or the Holding Company Subsidiaries in order to do so.          

2.3 Partnership Reorganization Transactions. Prior to the Effective Time,   
the Partnership Reorganization Transactions shall have been effected pursuant   
to the Partnership Reorganization Agreement and Tomato Associates shall have    
become the owner of 100% of the capital stock of the General Partner, which     
shall own 3% of the Partnership Interests, and 97% of the Partnership           
Interests, as contemplated by the Partnership Reorganization Agreement.         

2.4 Dissolution and Liquidation of General Partner. Immediately after the   
Effective Time and the effectuation of the Exchange, Holding Company and        
Tomato Associates shall cause the General Partner to be dissolved and           
liquidated and all of its properties and assets distributed and transferred     
to, and all of its obligations and liabilities assumed by, Tomato Associates    
as the General Partner's sole stockholder, whereupon Tomato Associates shall    
be vested with all right, title and interest in, to and under all of the        
General Partner's properties and assets, including, without limitation, its     
Partnership Interests, and shall succeed to, and shall be liable for, all of    
the General Partner's obligations and liabilities. Such transfer and            
assumption shall be evidenced by an assignment and assumption agreement         
between Tomato Associates and the General Partner. Promptly upon such           
dissolution, Tomato Associates, as sole stockholder of the General Partner,     
shall file a certificate of dissolution of the General Partner with the         
Secretary of State of the State of Delaware in accordance with the Delaware     
GCL. As a result of the transfers and assumptions referred to above in this     
Section 2.4, Tomato Associates shall own the entire Partnership Interests and,  
as a result, the Partnership shall dissolve, by operation of law, and Tomato    
Associates shall acquire all of the properties and assets of the Partnership,   
and shall assume all of the obligations and liabilities of the Partnership, by  
operation of law, and the Partnership and Tomato Associates shall enter into    
an assignment and assumption agreement under which the Partnership shall        
confirm that all of its properties and assets, subject to all existing liens    
and encumbrances, have been transferred to Tomato Associates by operation of    
law, and Tomato Associates shall confirm that it has assumed, by operation of   
law, all of the obligations and liabilities of the Partnership. Promptly upon   
such dissolution, (i) Tomato Associates, as the sole last partner of the        
Partnership, shall file a certificate of cancellation of the Partnership with   
the Secretary of State of the State of Delaware in accordance with the          
Delaware Revised Uniform Limited Partnership Act, and (ii) Tomato Associates    
shall take such actions as shall be necessary to change its name to "Gargiulo,  
Inc." or another name that includes the name "Gargiulo" as part thereof.        

ARTICLE 3 

The Merger  

3.1 The Merger. Subject to the terms and conditions of this Agreement and   
the Plan of Merger, at the Effective Time, Merger Subsidiary shall be merged    
into and with Calgene in accordance with the provisions of                      

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Section 251 of, and with the effect provided in Section 259 of, the Delaware    
GCL. Calgene shall be the surviving corporation resulting from the Merger and   
as a result of the Merger shall become a wholly owned subsidiary of Holding     
Company and shall continue to be governed by the laws of the State of           
Delaware. The Merger shall be consummated pursuant to the terms of this         
Agreement, which has been approved by the Board of Directors of Calgene, and    
the Plan of Merger, which has been approved by the Board of Directors of        
Calgene, and which shall be approved and adopted by the Board of Directors of   
Merger Subsidiary upon the organization of Merger Subsidiary. The Plan of       
Merger provides for the terms and conditions of the Merger, which terms are     
incorporated herein and made a part of this Agreement by this reference. The    
Plan of Merger may be amended, before or after approval by the stockholders of  
Calgene, in accordance with the Delaware GCL.                                   

ARTICLE 4 

Structure of Holding Company and Related Matters  

4.1 Organization of Holding Company.                                        

(a) Holding Company shall be organized as a corporation under the laws of   
the State of Delaware. Upon the Effective Time, Holding Company shall change    
its name to "Calgene, Inc." The certificate of incorporation and bylaws of      
Holding Company in effect immediately prior to the Effective Time shall be in   
the form as shall be agreed upon by the parties consistent with the terms of    
this Agreement and the Stockholders Agreement. Calgene and Monsanto shall       
effect all steps to organize Holding Company as soon as practicable after the   
date of this Agreement. Prior to the Effective Time, the Board of Directors of  
Holding Company shall adopt resolutions designating the Holding Company         
Preferred Stock (with the terms, designations, preferences, limitations,        
privileges, and relative rights as contemplated by the Plan of Merger) and      
appropriate certificates of designation shall be filed with the Secretary of    
State of the State of Delaware.                                                 

(b) Prior to the Effective Time, the outstanding Holding Company Capital    
Stock shall consist of one thousand (1,000) shares of Holding Company Common    
Stock, of which 501 shares shall be owned by Calgene and 499 shares shall be    
owned by Monsanto. At the Effective Time, each share of Holding Company Common  
Stock held by either Calgene or Monsanto shall be cancelled and the             
consideration paid therefor shall be returned. Prior to the Effective Time,     
Holding Company shall not (i) conduct any business operations whatsoever or     
(ii) enter into any contract or agreement of any kind, acquire any assets, or   
incur any liability, except in connection with the organization of Merger       
Subsidiary, as may be specifically contemplated by this Agreement, or as the    
parties may otherwise agree. In the event this Agreement is terminated prior    
to the Effective Time, Holding Company shall be dissolved.                      

(c) Prior to the Effective Time, the Board of Directors of Holding Company  
shall approve the obligations of Holding Company under this Agreement and the   
Plan of Merger, and Holding Company and Calgene shall execute a supplement to   
this Agreement evidencing (i) such approval, (ii) Holding Company's             
contractual obligation to abide by the terms of this Agreement and the Plan of  
Merger, with joint and several representations (reasonably satisfactory to      
Monsanto) with respect to Holding Company and Merger Subsidiary and such other  
provisions as may be reasonably requested by Monsanto and (iii) Holding         
Company's unconditional, unlimited and continuing guaranty of the performance   
of all of Calgene's obligations under this Agreement, in a form reasonably      
satisfactory to Monsanto.                                                       

4.2 Board of Directors.                                                     

(a) The Board of Directors of Holding Company shall consist of 9 persons    
composed as provided in the Stockholders Agreement as of the Effective Time.    

(b) The members of the standing committees of the Board of Directors of     
Holding Company shall be determined by such Board of Directors, consistent      
with the terms of the Stockholders Agreement.                                   

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(c) The persons named as members or persons about to become members of the  
Board of Directors of Holding Company shall be named in the Proxy Statement     
and the Registration Statement, subject to receipt of the consent of such       
individuals to be so named.                                                     

4.3 Management. The principal officers of Holding Company upon the Effective
Time shall be the same as the principal officers of Calgene prior to the        
Effective Time. The principal officers of Calgene (as the surviving entity of   
the Merger) upon the Effective Time shall be the same as the principal          
officers of Calgene prior to the Effective Time.                                

4.4 Headquarters of Holding Company. The headquarters of Holding Company    
shall be located in Davis, California. Following the Effective Time, the        
principal corporate offices of Calgene shall be located in Davis, California,   
and the principal corporate offices of Tomato Associates shall be located in    
Naples, Florida.                                                                

4.5 Indemnification. Except as may be limited by applicable law, Holding    
Company shall cause Calgene and Tomato Associates to maintain all rights of     
indemnification existing in favor of the employees, agents, directors, and      
officers of Calgene and Tomato Associates on terms no less favorable than       
those provided in the certificates of incorporation or bylaws of such parties   
or otherwise in effect on the date of this Agreement for a period of not less   
than six (6) years from the Effective Time with respect to matters occurring    
prior to the Effective Time.                                                    

4.6 Merger Subsidiary Organization. Holding Company shall organize Merger   
Subsidiary under the laws of the State of Delaware. Prior to the Effective      
Time, the outstanding capital stock of Merger Subsidiary shall consist of       
1,000 shares of common stock, all of which shall be owned by Holding Company.   
Prior to the Effective Time, Merger Subsidiary shall not (i) conduct any        
business operations whatsoever or (ii) enter into any contract or agreement of  
any kind, acquire any assets or incur any liability, except as may be           
specifically contemplated by this Agreement. If this Agreement is terminated    
prior to the Effective Time, Merger Subsidiary shall be dissolved. Holding      
Company, as the sole stockholder of Merger Subsidiary, shall, prior to the      
Effective Time, vote its shares of Merger Subsidiary in favor of the Plan of    
Merger.                                                                         

ARTICLE 5 

Indemnification 

5.1 Release. (a) Subject to Sections 5.2, 5.6, and 5.8 hereof and except for
obligations under the agreements set forth on Exhibit G hereto and except as    
otherwise specifically provided in this Agreement or in the other Transaction   
Agreements, neither Monsanto nor its directors, officers, employees or agents   
(collectively "Monsanto's Agents") shall be liable to Holding Company,          
Calgene, the Calgene Subsidiaries or the Holding Company Subsidiaries for, and  
Holding Company and Calgene (on behalf of themselves and such Subsidiaries)     
release and discharge Monsanto and Monsanto's Agents from, any and all claims,  
liabilities, fines, penalties, demands, causes of action, suits, judgments,     
losses, injuries, damages (including, without limitation, incidental,           
consequential and punitive damages), costs and expenses (including costs of     
defense, settlement and reasonable attorneys' fees) (all of the foregoing       
hereinafter collectively called "Liabilities, Actions and Damages") in any way  
occurring with respect to, incident to, arising out of or connected to the      
condition of the Assets (including the assets of Tomato Associates and the      
Tomato Associates Subsidiaries), before and after Closing, except for matters   
constituting fraud.                                                             

(b) Subject to Sections 5.3, 5.7 and 5.8 hereof and except for obligations  
under the agreements set forth on Exhibit G hereto and except as otherwise      
specifically provided in this Agreement or in the other Transaction             
Agreements, neither Holding Company, Calgene nor their respective directors,    
officers, employees or agents (collectively "Holding Company's Agents") shall   
be liable to Monsanto for, and Monsanto releases and discharges Holding         
Company, Calgene and Holding Company's Agents from, any and all Liabilities,    
Actions and Damages in any way occurring with respect to, incident to, arising  
out of or connected to the condition of                                         

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the assets of Calgene and the Calgene Subsidiaries, before and after Closing,   
except for matters constituting fraud.                                          

5.2 Monsanto's Indemnification Agreement. Subject to Sections 5.4, 5.5, 5.6 
and 5.8 hereof and except as otherwise specifically provided in this Agreement  
or in the other Transaction Agreements, Monsanto shall indemnify and hold       
Holding Company and its directors, officers, employees and agents               
(collectively, the "Holding Company Indemnified Parties") harmless from and     
against any and all Liabilities, Actions and Damages suffered or incurred by    
said indemnified parties with respect to (i) any inaccuracy of representations  
and warranties made herein or pursuant to Article 6 hereof by Monsanto, (ii)    
breaches on or prior to the Closing Date of covenants made in any of the        
Transaction Agreements by Monsanto, which breaches, if curable, are not cured   
within sixty (60) days after written notice thereof from Calgene, (iii) the     
failure of Monsanto to comply with any applicable Bulk Sale Law or (iv) any     
Taxes actually payable by Holding Company, Tomato Associates or General         
Partner attributable to the recapture or acceleration of an adjustment claimed  
under Code Section 481 which arose upon the Partnership formation, net of any   
reductions to Taxes actually payable by Tomato Associates, Holding Company or   
General Partner as a result of corollary adjustments attributable to such Code  
Section 481 adjustments.                                                        

5.3 Holding Company's and Calgene's Indemnification Agreement. Subject to   
Sections 5.4, 5.5, 5.7 and 5.8 hereof and except as otherwise specifically      
provided in this Agreement or in the other Transaction Agreements, Holding      
Company and Calgene, jointly and severally, shall indemnify and hold Monsanto   
and Monsanto's Agents (collectively, the "Monsanto Indemnified Parties")        
harmless from and against any and all Liabilities, Actions and Damages          
suffered or incurred by said indemnified parties with respect to (i) any        
inaccuracy of representations and warranties made herein or pursuant to         
Article 6 hereof by Calgene, or (ii) breaches on or prior to the Closing Date   
of covenants made in any of the Transaction Agreements by Calgene or Holding    
Company, which breaches, if curable, are not cured within sixty (60) days       
after written notice thereof from Monsanto.                                     

5.4 Procedure. In the event that, from and after the Closing Date, a third  
Person asserts any claim against any Holding Company Indemnified Party or any   
Monsanto Indemnified Party with respect to any matter to which the foregoing    
indemnities apply, the party against whom the claim is asserted (the            
"Indemnified Party") shall give prompt written notice to the indemnifying       
party (the "Indemnifying Party"), and the Indemnifying Party shall have the     
right, at its election, to take over the defense or settlement of such claim    
at its own expense by giving prompt written notice to the Indemnified Party;    
provided, however, that, if the Indemnifying Party does not give such notice    
and does not proceed diligently to defend the claim within thirty (30) days     
after receipt of such notice of the claim, the Indemnifying Party shall be      
bound by any defense or settlement that the Indemnified Party may make as to    
such claim and shall reimburse the Indemnified Party for any and all losses     
and expenses resulting therefrom. The Indemnified Party and the Indemnifying    
Party shall cooperate in defending any such third Person's claim, and the       
Indemnifying Party, to the extent the Indemnifying Party elects to defend such  
claim, shall have reasonable access to records, information and personnel in    
the possession or control of any other party hereto which are applicable to     
the subject matter of any claim or which are otherwise pertinent to the         
defense of such claim and the Indemnified Party shall otherwise cooperate with  
the Indemnifying Party in all respects in connection therewith. The             
Indemnifying Party shall reimburse the Indemnified Party for all of the         
Indemnified Party's reasonable out-of-pocket costs incurred in connection with  
the activities set forth in the immediately preceding sentence and in           
enforcing this indemnification. Each party hereto shall have an obligation to   
retain all records until the period ending on December 31 of the tenth (10th)   
full calendar year following the Closing Date unless such records relate to     
actions, claims or proceedings known to such party to be pending at the time    
such records are scheduled not to be retained or unless such records are        
required to be maintained for longer periods of time under applicable laws,     
rules or regulations or unless such records relate to Taxes, in which case      
each party hereto shall have an obligation to retain such records for the term  
of the applicable statute of limitations, as the same may be extended or        
tolled. Notwithstanding the foregoing, the Indemnifying Party shall not settle  
or compromise any such claim without the prior written consent of the           
Indemnified Party, such consent not to be unreasonably withheld, unless, after  
consultation between such parties, the terms of such settlement or              

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compromise release such Indemnified Party from any and all liability with       
respect to such claim and do not in any manner adversely affect the future      
operations or activities of such Indemnified Party.                             

5.5 Adjustment of Liability. In calculating any amount of damages to be paid
by Monsanto, Holding Company or Calgene as set forth in this Article 5, the     
amount of such damages shall be reduced by all insurance reimbursements         
credited to or received by the other party, relating to such damages. In        
connection therewith, promptly after the Closing Date, each party hereto shall  
obtain a waiver of subrogation with respect to such reimbursements from its     
insurer(s).                                                                     

5.6 Certain Limitations on Monsanto's Indemnification Agreement. The        
indemnification obligations contained in Section 5.2 hereof (other than clause  
(iv) thereof) shall not apply to Liabilities, Actions or Damages to the extent  
such Liabilities, Actions or Damages relate to or arise from matters disclosed  
to Calgene by Monsanto in the Monsanto Disclosure Memorandum or in other        
disclosures, certificates or reports (including, without limitation, the        
Internal Audit Report and the notes to the Partnership Financial Statements)    
given to Calgene prior to the Closing. No claim for indemnification shall be    
made under Section 5.2 hereof with respect to Liabilities, Actions or Damages   
relating to any breach of Section 6.1 hereof, unless the aggregate of all such  
Liabilities, Actions or Damages exceeds $2,500,000 and then only the amount of  
such Liabilities, Actions or Damages in excess of the initial $2,500,000 shall  
be payable to the Holding Company Indemnified Parties thereunder. No            
Liabilities, Actions or Damages shall be subject to payment by Monsanto under   
Section 5.2 hereof to the extent that the aggregate amount of such claimed      
Liabilities, Actions or Damages exceeds $22,500,000; provided, however, that    
Liabilities, Actions or Damages caused by fraud on the part of Monsanto shall   
not be subject to the $22,500,000 limitation. For purposes of determining       
whether claims for indemnification are within the amounts set forth above, all  
claims for indemnification by the Holding Company Indemnified Parties shall be  
net of any unpaid claims (including indemnification claims that are unpaid by   
reason of the $2,500,000 threshold) for indemnification by the Monsanto         
Indemnified Parties. Any amounts payable to a Holding Company Indemnified       
Party under Section 5.2 hereof relating to a breach of Section 6.1 hereof may   
be made, at Monsanto's election, either in cash (at any time) or by one of the  
following methods in the order presented (i.e., Monsanto may use a method only  
after fully exhausting all prior methods): first, by offset to any loans        
(other than loans under the Gargiulo Credit Facility Agreement) owed by the     
Holding Company Indemnified Parties to Monsanto, second, by transfer of         
Holding Company Common Stock, and, third, by offset to any loans owed by the    
Holding Company Indemnified Parties to Monsanto under the Gargiulo Credit       
Facility Agreement. For purposes of the foregoing, Holding Company Common       
Stock transferred in satisfaction of an indemnification obligation shall be     
valued at the greater of (i) the value of such Holding Company Common Stock at  
Closing (if trading on a "when issued" basis on such date and otherwise the     
value on such date of the Calgene Common Stock that will be converted into      
such Holding Company Common Stock) and (ii) the value of such Holding Company   
Common Stock at the time of such transfer (in each case such value to be equal  
to the last reported sale price on the Nasdaq National Market or such other     
national securities exchange on which such stock may be traded).                

5.7 Certain Limitations on Holding Company's and Calgene's Indemnification  
Agreement. The indemnification obligations contained in Section 5.3 hereof      
shall not apply to Liabilities, Actions or Damages to the extent such           
Liabilities, Actions or Damages relate to or arise from matters disclosed to    
Monsanto by Calgene in the Calgene Disclosure Memorandum or in other            
disclosures, certificates or reports (including, without limitation, the notes  
to the Financial Statements) given to Monsanto prior to the Closing. No claim   
for indemnification shall be made under Section 5.3 hereof with respect to      
Liabilities, Actions or Damages relating to any breach of Section 6.2 hereof,   
unless the aggregate of all such Liabilities, Actions or Damages exceeds        
$2,500,000 and then only the amount of such Liabilities, Actions or Damages in  
excess of the initial $2,500,000 shall be payable to the Monsanto Indemnified   
Parties thereunder. For purposes of determining whether claims for              
indemnification are in excess of the amount set forth above, all claims for     
indemnification by the Monsanto Indemnified Parties shall be net of any unpaid  
claims (including indemnification claims that are unpaid by reason of the       
$2,500,000 threshold) for indemnification by the Holding Company Indemnified    
Parties.                                                                        

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5.8 Limitations on Liability of the Parties. Notwithstanding anything to the
contrary contained in this Agreement, neither Monsanto, Calgene nor Holding     
Company shall have any liability for any breach or falsity of a representation  
or warranty under this Agreement (under Sections 5.2 or 5.3 hereof or           
otherwise) to the extent the breach or falsity of the representation or         
warranty upon which such liability would be based is disclosed:                 

(a) in the case of Monsanto, in the Monsanto Disclosure Memorandum      
(including the schedules thereto) and in the Exhibits hereto, in the        
Internal Audit Report, in the Partnership Financial Statements (including   
the notes thereto), or disclosed in a written notice furnished to Calgene   
prior to the Closing; provided, however, that any such breach or falsity of 
a representation or warranty so disclosed to Calgene after the execution    
and delivery of this Agreement and prior to the Closing shall not affect    
the right of Calgene to elect not to close the Transactions as a result of  
any failure to satisfy the conditions set forth in Section 8.1 hereof (it   
being understood and agreed that if, despite such right of Calgene to elect 
not to close by reason of the breach or falsity so disclosed, Calgene shall 
nevertheless elect to close, thereby waiving such misrepresentation or      
breach, then neither Calgene nor Holding Company shall thereafter have any  
claim against Monsanto by reason of, in connection with or arising from any 
such disclosed breach or falsity of a representation or warranty); and      

 (b) in the case of Calgene and Holding Company, in the Calgene Disclosure
Memorandum (including the schedules thereto), in the Exhibits hereto, in    
the Financial Statements (including the notes thereto) or disclosed in a    
written notice furnished to Monsanto prior to the Closing; provided,        
however, that any such breach or falsity of a representation or warranty so 
disclosed to Monsanto after the execution and delivery of this Agreement    
and prior to the Closing shall not affect the right of Monsanto to elect    
not to close the Transactions as a result of any failure to satisfy the     
conditions set forth in Section 8.2 hereof (it being understood and agreed  
that if, despite such right of Monsanto to elect not to close by reason of  
the breach or falsity so disclosed, Monsanto shall nevertheless elect to    
close, thereby waiving such misrepresentation or breach, then Monsanto      
shall thereafter have no claim against Calgene or Holding Company by reason 
of, in connection with or arising from any such disclosed breach or falsity 
of a representation or warranty).                                           

ARTICLE 6 

Representations and Warranties  

6.1 Monsanto's Representations and Warranties. Monsanto represents and      
warrants as follows:                                                            

(a) Monsanto is a corporation duly organized, validly existing and in   
good standing under the laws of the State of Delaware. Tomato Associates is 
a corporation duly organized, validly existing and in good standing under   
the laws of the state of its incorporation and has all necessary corporate  
powers and authority to carry on its business as now conducted and to own,  
lease and operate its properties. Monsanto owns all of the issued and       
outstanding capital stock of Tomato Associates free and clear of all liens, 
claims, security interests or encumbrances and there are no outstanding     
options, warrants or other rights to acquire capital stock of Tomato        
Associates. As of the date hereof, Tomato Associates is duly licensed or    
qualified to do business and is in good standing in every jurisdiction in   
which the nature of its business or ownership of its properties requires    
such qualification except where the failure to qualify will not have a      
Material Adverse Effect. As of the date hereof, except for its ownership    
interest in Gargiulo (and indirect investments or other interests because   
of such interest in Gargiulo), Tomato Associates has no subsidiaries and    
has no direct or indirect beneficial investment or other interest in any    
other Person. Tomato Associates has delivered to Calgene complete and       
correct copies of its certificate of incorporation and by-laws as amended   
and in effect on the date hereof.                                           

(b) Monsanto has full corporate power and authority to execute and      
deliver the Transaction Agreements to which it is a party and to carry out  
the terms and obligations thereof. Monsanto has taken all corporate action  
necessary to authorize the execution, delivery and performance of this      
Agreement and to consummate the Transactions. This Agreement constitutes,   
and each of the Transaction Agreements after                                

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execution and delivery at the Closing shall on the Closing Date constitute, 
a valid and binding obligation of Monsanto, enforceable in accordance with  
their respective terms and conditions.                                      

 (c) The execution, delivery and performance of the Transaction Agreements
will not violate or constitute a default, or give rise to a violation or    
default under (i) any material contract, mortgage, indenture, promissory    
note or similar agreement to which Monsanto or Tomato Associates is a       
party, or by which either of them is bound, (ii) their respective charter   
or by-laws, or (iii) any court injunction or decree, or any valid and       
enforceable order of a governmental agency having jurisdiction over         
Monsanto or Tomato Associates.                                              

(d) Except as provided in Schedule 6.1(d) to the Monsanto Disclosure    
Memorandum, as of the date hereof, there are no actions, suits,             
investigations or proceedings pending or, to the best of Monsanto's         
knowledge and belief, threatened against Tomato Associates or against any   
asset, interest or right of Tomato Associates that might have a Material    
Adverse Effect. As of the date hereof, there are no actual or, to the best  
of Monsanto's knowledge and belief, threatened actions, suits or            
proceedings which present a claim to restrain or prohibit the Transactions. 

(e) As of the Closing Date, Tomato Associates will have all right, title
and interest to the Assets, except any Assets which may be transferred to   
the Holding Company.                                                        

(f) Shares of the stock of Holding Company to be received by Monsanto   
pursuant to the Exchange will be acquired for investment for its own        
account, not as a nominee or agent, and not with a view to the sale or      
distribution of any part thereof.                                           

 (g) All material Tax Returns relating to, or including items attributable
to the operations of, each of Tomato Associates and the Tomato Associates   
Subsidiaries or relating to any Tax for which Tomato Associates or any      
Tomato Associates Subsidiary may be liable that were required to be filed   
have been filed and all such Tax Returns were correct and complete in all   
material respects. All Taxes that are shown to be due on any such Tax       
Returns have been paid. All Taxes that Tomato Associates or any Tomato      
Associates Subsidiary is or was required by law to withhold or collect or   
any such Taxes for which Tomato Associates or any Tomato Associates         
Subsidiary may be liable have been duly withheld or collected and, to the   
extent required, have been paid to the proper governmental entity. Tomato   
Associates has made available to Calgene correct and complete copies of the 
relevant portions of all federal income Tax Returns (and related            
workpapers), examination reports and statements of deficiencies assessed    
against or agreed to since January 1, 1992, relating to any Tax of Tomato   
Associates or any Tomato Associates Subsidiary. Neither Tomato Associates   
nor any Tomato Associates Subsidiary has been a United States real property 
holding corporation within the meaning of Section 897(c)(2) of the Code     
during the applicable period specified in Section 897(c)(1)(A)(ii) of the   
Code. Neither Tomato Associates nor any Tomato Associates Subsidiary is a   
party to any Tax allocation or sharing agreement. Neither Tomato Associates 
nor any Tomato Associates Subsidiary is a "consenting corporation" within   
the meaning of Section 341(f) of the Code, and none of the assets of Tomato 
Associates or the Tomato Associates Subsidiaries are subject to an election 
under Section 341(f) of the Code. Adequate provision for any Tax due or to  
become due for each of Tomato Associates and the Tomato Associates          
Subsidiaries for the period or periods through and including June 30, 1995, 
has been made and is reflected on the June 30, 1995 financial statements of 
Tomato Associates and the Partnership Financial Statements. Deferred Taxes  
of Tomato Associates and the Tomato Associates Subsidiaries have been       
provided for in accordance with generally accepted accounting principles.   
Monsanto has no present plan or intention to dispose of any of the Holding  
Company Capital Stock received in the Exchange.                             

(h) The copies of the certificate of incorporation of Tomato Associates,
including all amendments thereto, certified by the Secretary of State of    
the State of Delaware, and the by-laws of Tomato Associates, certified by   
the Assistant Secretary of Tomato Associates, furnished to Calgene are      
true, correct and complete copies of such certificate of incorporation and  
by-laws as in effect on the date hereof. The minute books of Tomato         
Associates have been made available to Calgene and its representatives, and 
contain accurate records of all meetings of, and any corporate actions or   
written consents by, the shareholders and the Board of Directors of Tomato  
Associates and any committee thereof. The Tomato Associates Financial       

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Statements have been delivered to Calgene. The Tomato Associates Financial  
Statements were prepared in accordance with generally accepted accounting   
principles consistently applied throughout the periods involved, and fairly 
present, in all material respects, the financial condition of Tomato        
Associates, as of the dates indicated and the results of its operations for 
the periods then ended in accordance with generally accepted accounting     
principles.                                                                 

 (i) Tomato Associates is not in conflict with, or in default or violation
of, (i) any law, rule, regulation, order, judgment or decree (including,    
without limitation, any of the foregoing relating to zoning or land use)    
applicable to Tomato Associates or by which any property or asset of Tomato 
Associates is bound or affected, or (ii) any note, bond, mortgage,          
indenture, contract, agreement, lease, license, permit, franchise or other  
instrument or obligation to which Tomato Associates is a party or by which  
any property or asset of Tomato Associates is bound or affected, except for 
any such conflicts, defaults or violations that would not, individually or  
in the aggregate, have a Material Adverse Effect.                           

(j) When the Registration Statement shall be filed and when it shall    
become effective and when the Proxy Statement shall first be mailed to      
Calgene stockholders, and at all times subsequent to such mailing date up   
to and including the Closing Date, including, without limitation, the date  
of the meeting of Calgene's stockholders referred to in Section 9.3 hereof, 
to which the Proxy Statement relates, the information supplied by Monsanto  
to Holding Company in writing for inclusion in the Registration Statement   
or supplied by Monsanto to Calgene in writing for inclusion in the Proxy    
Statement and all supplements and amendments thereto, including information 
relating to the Partnership and the General Partner (such information being 
hereafter referred to as the "Monsanto Proxy Information") shall not        
contain any untrue statement of a material fact or omit to state a material 
fact required to be stated therein or necessary in order to make the        
statements therein, at the time and in light of the circumstances under     
which they are made, not misleading. If, at any time prior to the Closing   
Date, any event relating to Monsanto or any of its Affiliates, officers or  
directors shall be discovered by Monsanto which causes any Monsanto Proxy   
Information previously supplied by Monsanto to Holding Company or Calgene   
to contain any untrue statements of a material fact or to omit to state a   
material fact required to be stated therein or necessary in order to make   
the statements therein not misleading, Monsanto shall promptly inform       
Calgene and Holding Company.                                                

 (k) With respect to the General Partner and the Partnership and except as
disclosed in the Monsanto Disclosure Memorandum, in other written           
certificates, reports or disclosures (including, without limitation, the    
Internal Audit Report and the notes to the Partnership Financial            
Statements) given to Calgene prior to the Closing, or herein:               

(i) The General Partner is a corporation duly organized, validly    
existing and in good standing under the laws of the State of Delaware   
and has all necessary corporate powers and authority to carry on its    
business as now conducted and to own, lease and operate its properties. 
Monsanto has delivered to Calgene complete and correct copies of the    
General Partner's certificate of incorporation and by-laws as amended   
and in effect on the date hereof. The Partnership is a limited          
partnership duly formed, validly existing and in good standing under    
the laws of the State of Delaware and has all requisite partnership     
authority to conduct its business as now conducted and to own, lease    
and operate its properties. Monsanto has delivered to Calgene a         
complete and correct copy of the Partnership Agreement.                 

(ii) Except as set forth on Schedule 6.1(k)(ii) to the Monsanto     
Disclosure Memorandum, as of the date hereof, there are no actions,     
suits, investigations or proceedings instituted, pending or, to the     
best of Monsanto's knowledge and belief, threatened against the General 
Partner or the Partnership or any asset, interest or right of the       
General Partner or the Partnership that might have a Material Adverse   
Effect.                                                                 

(iii) The Partnership Financial Statements have been delivered to   
Calgene. The Partnership Financial Statements were prepared in          
accordance with generally accepted accounting principles consistently   
applied throughout the periods involved, and fairly present, in all     
material respects, the                                                  

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financial condition of the Partnership, as of the dates indicated and   
the results of its operations for the periods then ended in accordance  
with generally accepted accounting principles.                          

(iv) Monsanto has given Calgene true and correct copies of the      
following environmental reports prepared for Monsanto:                  

(A) Original copies of the laboratory data and associated chain-
of-custody forms dated April 28, 1993 for the NTG Project, together 
with supporting data and reports;                                   

(B) Report On Soil Assessment--Old Fort Tomato Growers Packing  
Facility, Tiffin, Ohio (prepared by Applied Environmental Services) 
dated October 23, 1992;                                             

(C) Phase II Site Assessment of Hall Road Ranch, Property No. 30
(prepared by Geraghty & Miller, Inc.) dated September 28, 1993;     

(D) Environmental Due Diligence Phase I Report dated October 1, 
1992, with Attachments A-S, on N.T.Gargiulo, Inc., 15000 Old 41     
North, Naples, Florida 33963 (prepared by J. D. Chelan);            

(E) Baseline Survey of NT Gargiulo Properties (prepared by      
Geraghty & Miller, Inc.) dated April 23, 1993; and                  

(F) Baseline Survey of NT Gargiulo Properties, Executive Summary
(prepared by Geraghty & Miller, Inc.) dated April 23, 1993. Monsanto
represents and warrants that all actions listed under the caption   
"Action Required" in Table 8-1 to the foregoing Executive Summary   
have been completed, in all material respects.                      

Except as set forth on Schedule 6.1(k)(iv) to the Monsanto Disclosure   
Memorandum, as of the date hereof, neither the Partnership nor the General  
Partner has received any notice of violation or consent order from any U.S. 
federal, state or local governmental entity with respect to the             
Partnership's or the General Partner's actual or alleged failure to comply  
with any material requirement of any law, regulation or ordinance relating  
to the protection of the environment and health and safety, which notice of 
violation or consent order remains uncorrected or unresolved.               

(v) With respect to any Person directly employed by the Partnership 
on or after May 1, 1987, and who actually commenced such employment on  
or after November 6, 1986, (a) to the best of Monsanto's knowledge, the 
Partnership hired such Person in substantial compliance with the        
Immigration Reform and Control Act of 1986 and the rules and            
regulations thereunder ("IRCA") and (b) the Partnership has complied in 
all material respects with all recordkeeping and other requirements     
under IRCA.                                                             

(vi) [intentionally omitted]                                        

 (vii) As of the date hereof, each Gargiulo Subsidiary is set forth on
Schedule 6.1(k)(vii) to the Monsanto Disclosure Memorandum. Except as   
set forth in Schedule 6.1(k)(vii) to the Monsanto Disclosure Memorandum 
and except for cash equivalents and marketable securities held for      
investment purposes, as of the date hereof, neither the General Partner 
nor the Partnership has any subsidiaries or any direct or indirect      
beneficial investment or other interest (including partnership          
interests) in any other Person other than indirect interests held       
through Persons of which the General Partner or the Partnership owns    
less than 50% of the outstanding equity. The General Partner's or       
Partnership's, as applicable, investment or other interest in each      
Gargiulo Subsidiary is set forth in Schedule 6.1(k)(vii) to the         
Monsanto Disclosure Memorandum, which investments or other interests    
are owned free and clear of all liens, claims, security interests or    
encumbrances and there are no outstanding options, warrants or other    
rights to acquire such investments or other interests. Each Gargiulo    
Subsidiary is duly organized, validly existing and in good standing     
under the laws of the jurisdiction of its organization or formation and 
has all necessary power and authority to carry on its business as now   
conducted and to own, lease and operate its properties. As of the date  
hereof, each Gargiulo Subsidiary is duly licensed or qualified to do    
business and is in good standing in every jurisdiction in which the     
nature of its business or ownership of its properties requires such     
qualification except where the failure to qualify                       

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will not have a Material Adverse Effect. Complete and correct copies of 
the organizational documents of the Gargiulo Subsidiaries, as amended   
and in effect on the date hereof, have been made available to Calgene.  

(viii) Schedule 6.1(k)(viii) to the Monsanto Disclosure Memorandum  
identifies all real property owned by the General Partner and the       
Partnership as of the date hereof and all real property leased by the   
General Partner and the Partnership as of the date hereof (other than   
farm leases having a term of one year or less). Except as set forth on  
Schedule 6.1(k)(viii) to the Monsanto Disclosure Memorandum, to the     
best of Monsanto's knowledge, either the General Partner or the         
Partnership has good and marketable title to each parcel of real        
property owned by the General Partner or the Partnership, free and      
clear of all mortgages, security interests, restrictions and other      
encumbrances except for (a) current taxes or assessments due but not    
yet payable, (b) easements and restrictions which do not materially     
interfere with the General Partner's and the Partnership's use of the   
real property for the purpose for which such real property is currently 
being used, (c) other encumbrances which are not substantial in         
character or amount and (d) mechanics' and materialmen's liens in an    
aggregate amount not exceeding $250,000.                                

(ix) Except as set forth on Schedule 6.1(k)(ix) to the Monsanto     
Disclosure Memorandum, as of the date hereof, neither the General       
Partner nor the Partnership is a party to:                              

  (A) Any contract or purchase offer providing for an expenditure by
the General Partner or the Partnership in excess of $100,000 per    
contract or purchase offer for the purchase of any real property,   
machinery, equipment or other items which are in the nature of      
capital investment or for the purchase of raw materials, supplies,  
or any other items or services other than purchases of raw          
materials, supplies and other items or services in the ordinary     
course of business and consistent with past practices.              

 (B) Any contract, bid or offer to sell products or property or to
provide services to third parties in an amount in excess of $100,000
per contract, bid or offer other than sales of inventory or the     
providing of packing, cooling or marketing services in the ordinary 
course of business and consistent with past practices.              

(C) Any loan agreement, indenture, promissory note or other     
agreement or instrument involving borrowings by the General Partner 
or the Partnership in excess of $250,000.                           

(D) Any other agreement or group of agreements which involve    
future payments by the General Partner or the Partnership of        
$300,000 or more per annum, to a single Person, other than the      
agreements described in subsections (ix)(A) and (ix)(C) above and   
leases of real property (certain of which leases are described on   
Schedule 6.1(k)(viii) to the Monsanto Disclosure Memorandum) and    
other than obligations to make payments under its partnership or    
joint venture agreements disclosed in Schedule 6.1(k)(vii) to the   
Monsanto Disclosure Memorandum.                                     

 (E) Any written contract containing covenants materially limiting
the freedom of the General Partner or the Partnership to compete in 
any line of business or with any Person.                            

  (F) Any agreement, written or oral, between the Partnership or the
General Partner and any partner, stockholder or officer of the      
Partnership or the General Partner, or any Affiliate thereof.       

(x) Notwithstanding the provisions of this Section 6.1, Monsanto    
makes no representation or warranty regarding:                          

 (A) Gargiulo's ownership interest in any Affiliate in Chile or in
any other entity in Chile in which Gargiulo has any direct or       
indirect beneficial investment or other interest (collectively, the 
"Gargiulo Chilean Affiliates"); or                                  

(B) the condition (financial or otherwise), business, results of
operations, business practices, assets, liabilities or prospects of 
the Gargiulo Chilean Affiliates.                                    

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6.2 Calgene's Representations and Warranties. Calgene represents and        
warrants as to itself and sometimes as to the Calgene Subsidiaries as follows:  

 (a) Calgene is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all necessary      
corporate power and authority to carry on its business as now conducted and 
as proposed to be conducted and to own, lease and operate its properties.   
Each of the Calgene Subsidiaries is a corporation or entity duly organized, 
validly existing and in good standing under the laws of the state of its    
incorporation and has all necessary corporate power and authority to carry  
on its business as now conducted and as proposed to be conducted and to     
own, lease and operate its properties. Except as set forth in Schedule      
6.2(a) to the Calgene Disclosure Memorandum, Calgene owns all of the issued 
and outstanding capital stock of each Calgene Subsidiary free and clear of  
all liens, claims, security interests or encumbrances. Calgene and each     
Calgene Subsidiary are duly licensed or qualified to do business and are in 
good standing in every jurisdiction in which the nature of their businesses 
or the ownership of their properties requires such qualification except     
where the failure to qualify will not have a Material Adverse Effect. As of 
the date hereof, each Calgene Subsidiary is set forth on Schedule 6.2(a)(i) 
to the Calgene Disclosure Memorandum. Except as set forth in Schedule       
6.2(a)(i) to the Calgene Disclosure Memorandum and except for cash          
equivalents and marketable securities held for investment purposes, as of   
the date hereof, Calgene has no subsidiaries and has no direct or indirect  
beneficial investment or other interest (including partnership interests)   
in any other Person. Calgene and each Calgene Subsidiary have delivered to  
Monsanto complete and correct copies of their respective certificates of    
incorporation and by-laws as amended and in effect on the date hereof.      

(b) It has full corporate power and authority to execute and deliver the
Transaction Agreements to which it is a party and to carry out the terms    
and obligations thereof. Calgene has taken all corporate action necessary   
to authorize the execution, delivery and, subject only to the approval of   
the Calgene stockholders, performance of this Agreement and all related     
documents and instruments and, subject only to the approval of the Calgene  
stockholders, to consummate the Transactions. This Agreement constitutes,   
and each of the other Transaction Agreements to be executed by Calgene      
after execution and delivery at the Closing shall on the Closing Date       
constitute, its valid and binding obligation, enforceable in accordance     
with its respective terms and conditions.                                   

(c) Except as set forth in Schedule 6.2(c) to the Calgene Disclosure    
Memorandum, the execution, delivery and performance of the Transaction      
Agreements will not violate or constitute a default or give rise to a       
violation or default under (i) any material contract, mortgage, indenture,  
promissory note or similar agreement to which Calgene or any of the Calgene 
Subsidiaries is a party, or by which any of them is bound, (ii) their       
respective charter or by-laws, or (iii) any court injunction or decree, or  
any valid and enforceable order of a governmental agency having             
jurisdiction over Calgene or any of the Calgene Subsidiaries.               

(d) The authorized capital stock of Calgene consists of (i) 50,000,000  
shares of Calgene Common Stock and (ii) 5,000,000 shares of Calgene         
Preferred Stock. As of September 25, 1995, 30,250,408 shares of Calgene     
Common Stock were issued and outstanding, no shares were held in treasury   
and no shares of Calgene Preferred Stock were issued or outstanding. As of  
September 25, 1995, options to purchase 2,188,860 shares of Calgene Common  
Stock granted under the Calgene Plans and no warrants to purchase shares of 
Calgene Common Stock were issued and outstanding, as set forth by holder,   
amount and date in Schedule 6.2(d) to the Calgene Disclosure Memorandum.    
All of the shares of Calgene Common Stock outstanding as of the date hereof 
are, and all such shares issued upon exercise of the options will, upon     
such issuance, be, duly authorized and validly issued and are, or will be,  
fully paid and nonassessable. The Calgene Preferred Stock issued and        
outstanding as of the Closing Date (but before giving effect to the         
Transactions) shall be duly authorized, validly issued, fully paid and      
nonassessable shares of Calgene Preferred Stock. Except as set forth in     
Schedule 6.2(d) to the Calgene Disclosure Memorandum, there are no options, 
warrants, rights, calls, subscriptions, stock appreciation rights,          
commitments, understandings or agreements of any character obligating       
Calgene or any of the Calgene Subsidiaries to issue any shares of capital   
stock or any security representing the right to purchase or otherwise       
receive any such shares, except for the outstanding options referred to     
above in this Section 6.2(d), and the rights of Monsanto and Holding        

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Company under this Agreement. Except for restrictions on transfer arising   
under the federal securities laws or as described in Schedule 6.2(d) to the 
Calgene Disclosure Memorandum, there are no existing restrictions on        
transfer, voting trusts, stockholder agreements or registration covenants   
known to Calgene relating to any outstanding shares of capital stock of     
Calgene or any Calgene Subsidiary. None of the outstanding shares of the    
Calgene Common Stock was issued in violation of the preemptive rights of    
any present or former stockholder and Calgene's stockholders are not        
entitled to preemptive rights. Since the Balance Sheet Date, there have     
been no Restricted Payments declared or paid in respect of the shares of    
any capital stock of Calgene or any Calgene Subsidiary.                     

(e) When the Registration Statement shall be filed and when it shall    
become effective and when the Proxy Statement shall first be mailed to      
Calgene stockholders, and at all times subsequent to such mailing date up   
to and including the Closing Date, including, without limitation, the date  
of the meeting of Calgene's stockholders referred to in Section 9.3 hereof, 
to which the Proxy Statement relates, the Proxy Statement and the           
Registration Statement and all supplements and amendments thereto (i) shall 
comply in all material respects with the provisions of the Exchange Act and 
the Securities Act, and all applicable rules and regulations of the         
Commission thereunder, and (ii) shall not contain any untrue statement of a 
material fact or omit to state a material fact required to be stated        
therein or necessary in order to make the statements therein, at the time   
and in light of the circumstances under which they are made, not misleading 
(except that no representation is made as to information provided by        
Monsanto, the General Partner, the Partnership or any Affiliate thereof).   

(f) Except as disclosed in Calgene's Form 10-K for the years ended June 
30, 1994 and June 30, 1995 or in Calgene's September 30, 1994, December 31, 
1994, or March 31, 1995, Form 10-Q or in the Form 8-K filed by Calgene on   
June 29, 1995, Calgene and the Calgene Subsidiaries have not suffered any   
Material Adverse Effect in their businesses, financial condition or results 
of operations since June 30, 1994.                                          

(g) Except as set forth in Schedule 6.2(g) to the Calgene Disclosure    
Memorandum, as of the date hereof, there are no actions, suits or           
proceedings instituted, pending or, to the best of Calgene's knowledge and  
belief, threatened against Calgene or the Calgene Subsidiaries or against   
any asset, interest or right of Calgene or the Calgene Subsidiaries that    
might have a Material Adverse Effect. As of the date hereof, there are no   
actual or, to the best of Calgene's knowledge and belief, threatened        
actions, suits or proceedings which present a claim to restrain or prohibit 
the Transactions.                                                           

(h) Except as provided for in the Transaction Agreements and the Amended
and Restated Subordinated Promissory Note, Calgene is not under any         
obligation to register under the Securities Act any of its presently        
outstanding securities or any of its securities that may subsequently be    
issued.                                                                     

(i) Calgene has previously delivered to Monsanto true, accurate and     
complete copies of the following documents, including the exhibits and      
schedules thereto:                                                          

(i) Annual Report on Form 10-K for each of the years ended June 30, 
1992, 1993 and 1994 as filed with the Commission, which contains the    
audited consolidated balance sheets of Calgene as of each year end, and 
audited consolidated statements of operations, cash flows and           
shareholders' equity for each of the years then ended (together the     
"Prior Years' Audited Financial Statements"), certified by Ernst &      
Young LLP;                                                              

(ii) Quarterly Reports on Form 10-Q for the three months ended      
September 30, 1994, December 31, 1994, and March 31, 1995, as filed     
with the Commission, which contain unaudited condensed consolidated     
balance sheets of Calgene as of September 30, 1994, December 31, 1994,  
and March 31, 1995, and unaudited condensed consolidated statements of  
operations and cash flows for the quarter and fiscal year-to-date       
periods ended September 30, 1993 and 1994, December 31, 1993 and 1994   
and March 31, 1994 and 1995 (the "Unaudited Financial Statements");     

(iii) Current Report on Form 8-K filed with the Commission on June  
29, 1995;                                                               

(iv) Proxy statements in definitive form for its 1992, 1993 and 1994
annual meetings of stockholders as filed with the Commission; and       

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(v) Annual Report on Form 10-K for the fiscal year ended June 30,   
1995, as filed with the Commission, which contains the audited          
consolidated balance sheet of Calgene as of such year end, and audited  
consolidated statements of operations, cash flows and shareholders'     
equity for the year then ended, certified by Ernst & Young, LLP (the    
"Audited Financial Statements" and, together with the Prior Years'      
Audited Financial Statements and the Unaudited Financial Statements,    
the "Financial Statements").                                            

 Except for a Current Report filed on Form 8-K on June 29, 1995 and Annual
Report on Form 10-K for the fiscal year ended June 30, 1995, Calgene has to 
date filed no other reports or registration statements with the Commission  
since May 1, 1995. Calgene has timely filed all reports and other documents 
required to be filed by it under the Exchange Act, the Securities Act, and  
any applicable state securities or corporation statutes and regulations.    
The documents provided pursuant to this Section 6.2(i) included (or         
incorporated by reference) all required exhibits and did not contain at the 
time of filing thereof any untrue statement of a material fact or omit to   
state a material fact required to be stated therein or necessary to make    
the statements therein, in light of the circumstances under which they were 
made, not misleading. The Financial Statements were prepared in accordance  
with generally accepted accounting principles consistently applied          
throughout the periods involved, and fairly present, in all material        
respects, the financial condition of Calgene, as of the dates indicated and 
the results of its operations for the periods then ended in accordance with 
generally accepted accounting principles.                                   

(j) The copies of the certificates of incorporation of Calgene and the  
Calgene Subsidiaries, including all amendments thereto, certified by the    
Secretary of State of the State of Delaware, and the by-laws of Calgene and 
the Calgene Subsidiaries, certified by the applicable Secretary of Calgene  
and the Calgene Subsidiaries, furnished to Monsanto are true, correct and   
complete copies of such certificates of incorporation and by-laws as        
currently in effect. The minute books of Calgene and the Calgene            
Subsidiaries have been made available to Monsanto and its representatives,  
and contain accurate records of all meetings of, and any corporate actions  
or written consents by, the shareholders and the Boards of Directors of     
Calgene and the Calgene Subsidiaries and any committee thereof.             

(k) Except as disclosed in the Audited Financial Statements or in       
Calgene's June 30, 1995, Form 10-K, or as set forth in Schedule 6.2(k) to   
the Calgene Disclosure Memorandum, there are no material agreements,        
contracts or commitments, written or oral, to which Calgene or any Calgene  
Subsidiary is a party or by which it or any of their property is bound as   
of the date hereof which are required to be disclosed in or attached as an  
exhibit to a Form 10-K or a Form 10-Q. All contracts between Calgene and    
its executive officers and between each Calgene Subsidiary and their        
respective executive officers shall be deemed to be material agreements or  
contracts.                                                                  

(l) With respect to any Person employed by Calgene or any Calgene       
Subsidiary on or after May 1, 1987, and who actually commenced such         
employment on or after November 6, 1986, (a) to the best of Calgene's       
knowledge, Calgene and/or such Calgene Subsidiary hired such Person in      
substantial compliance with IRCA and (b) Calgene and each Calgene           
Subsidiary have complied in all material respects with all recordkeeping    
and other requirements under IRCA.                                          

(m) Calgene and the Calgene Subsidiaries have filed or will file all Tax
Returns required to be filed by them and have paid (or have accrued or will 
accrue, prior to the Closing Date) amounts for the payment of all Taxes due 
in respect of those Tax Returns. As of June 30, 1994, Calgene's and the     
Calgene Subsidiaries' federal and state income Tax carryforwards            
(including, without limitation, net operating loss carryforwards, foreign   
Tax credit carryforwards, minimum Tax credit carryforwards), are set forth  
on Schedule 6.2(m) to the Calgene Disclosure Memorandum; provided, however, 
that such Tax carryforwards are subject to limitation under Section 382 of  
the Code. Adequate provision for any Tax due or to become due for each of   
Calgene and the Calgene Subsidiaries for the period or periods through and  
including June 30, 1995 has been made and is reflected on the Financial     
Statements. Deferred Taxes of Calgene and the Calgene Subsidiaries have     
been provided for in accordance with generally accepted accounting          
principles, consistently applied.                                           

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(n) None of Calgene or any Calgene Subsidiary is in conflict with, or in
default or violation of, (i) any law, rule, regulation, order, judgment or  
decree (including, without limitation, any of the foregoing relating to     
zoning or land use) applicable to Calgene or any Calgene Subsidiary or by   
which any property or asset of Calgene or any Calgene Subsidiary is bound   
or affected, or (ii) any note, bond, mortgage, indenture, contract,         
agreement, lease, license, permit, franchise or other instrument or         
obligation to which Calgene or any Calgene Subsidiary is a party or by      
which any property or asset of Calgene or any Calgene Subsidiary is bound   
or affected, except for any such conflicts, defaults or violations that     
would not, individually or in the aggregate, have a Material Adverse        
Effect.                                                                     

(o) Schedule 6.2(o) to the Calgene Disclosure Memorandum contains a true
and correct list of all employee benefit plans (as defined in Section 3(3)  
of the Employee Retirement Income Security Act of 1974, as amended          
("ERISA")), and all bonus, stock option, stock purchase, restricted stock,  
incentive, deferred compensation, retiree medical or life insurance,        
supplemental retirement, severance or other benefit plans, programs or      
arrangements, and all employment, severance or compensation agreements      
maintained, or contributed to, by Calgene or any Calgene Subsidiary or with 
respect to which any such entity is a party or has incurred any current     
obligation, or could incur any obligation under Section 4069 or Section     
4212(c) of ERISA (collectively, the "Calgene Plans"). Except as disclosed   
on Schedule 6.2(o) to the Calgene Disclosure Memorandum, each Calgene Plan  
is in writing and Calgene has furnished Monsanto with a complete and        
accurate copy of each Calgene Plan document and, as applicable, (i) each    
trust or other funding arrangement, (ii) each summary plan description and  
summary of material modifications, (iii) the most recently filed Internal   
Revenue Service ("IRS") Form 5500 and (iv) the most recently received IRS   
determination letter for each such Calgene Plan.                            

(p) None of the Calgene Plans is subject to Title IV of ERISA. Neither  
Calgene nor any Calgene Subsidiary has incurred any material liability nor  
reasonably expects to incur any material liability under, arising out of or 
by operation of Title IV of ERISA. Except as set forth in Schedule 6.2(p)   
to the Calgene Disclosure Memorandum, no Calgene Plan provides for the      
payment of compensation or benefits which would be contingent upon a        
"change in control", within the meaning of such term under Section 280G of  
the Code.                                                                   

(q) Each Calgene Plan is being operated in all material respects in     
accordance with its terms and the requirements of applicable law. No legal  
action, suit or claim is pending or threatened with respect to any Calgene  
Plan (other than claims for benefits in the ordinary course) and no fact or 
event exists that could give rise to any such action, suit or claim, in     
each case, where such action, suit or claim could result in any material    
liability. Each Calgene Plan that is intended to be qualified under Section 
401(a) of the Code or Section 401(k) of the Code has received a favorable   
determination letter from the IRS that it is so qualified and no fact or    
event has occurred since the date of such determination letter from the IRS 
to adversely affect the qualified status of any such Calgene Plan.          

(r) The list of outstanding stock options granted to any current or     
former employee or independent contractor that is set forth in Schedule     
6.2(r) to the Calgene Disclosure Memorandum is a list of all outstanding    
options and related exercise prices with respect to shares of Calgene       
Common Stock granted to such persons on or prior to the date indicated      
therein.                                                                    

 (s) Neither the IRS nor any other taxing authority or agency, domestic or
foreign, is now asserting or, to the best knowledge of Calgene, threatening 
to assert against Calgene or any Calgene Subsidiary any deficiency or claim 
for additional Taxes or interest thereon or penalties in connection         
therewith. None of Calgene or any Calgene Subsidiary has granted any waiver 
of any statute of limitations with respect to, or any extension of a period 
for the assessment of, any federal, state, county, municipal or foreign     
income Tax. Neither Calgene nor any Calgene Subsidiary has made an election 
under Section 341(f) of the Code.                                           

6.3 Survival of Representations and Warranties. No party (the "Warranting   
Party") shall have any obligation or liability to another party (the            
"Benefitted Party") on account of the breach by the Warranting Party of any     
representation or warranty set forth in this Article 6 unless the Benefitted    
Party shall have notified the Warranting Party of such breach within two (2)    
years after the Closing Date. Notwithstanding the foregoing,                    

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(a) the representations and warranties set forth in Sections 6.2(c), 6.2(d)     
and 6.2(e) hereof, to the extent applicable to the shares of Holding Company    
Capital stock to be issued in the Merger and the Exchange, shall survive the    
Closing indefinitely; (b) for purposes of the Credit Facility Agreements, the   
representations and warranties of Calgene set forth in Section 6.2 hereof       
shall survive until the later of (i) the termination of both of the commitment  
periods set forth in the Credit Facility Agreements and (ii) the date that all  
outstanding principal and accrued interest under such Credit Facility           
Agreements has been repaid in full or converted into Holding Company Common     
Stock; and (c) the representations and warranties provided in Sections 6.1(g)   
and 6.2(m) hereof shall survive the Closing indefinitely.                       

ARTICLE 7 

Employees 

7.1 Offers of Employment. Calgene or Holding Company ("Employer") shall     
offer employment to all of the Monsanto employees whose names are listed on     
Schedule 7.1 to the Monsanto Disclosure Memorandum (hereinafter referred to as  
"Employees"), in each case with salaries or wages which are not less than       
their current salaries or wages with Monsanto and with comparable working       
conditions to those enjoyed by similarly situated Employer employees. Employer  
and Monsanto shall cooperate to effect orderly presentations and discussions    
with the Employees of the various aspects of their prospective employment with  
Employer and their disengagement from employment with Monsanto. Those           
Employees who accept employment with Employer shall hereinafter be referred to  
as "Employees Hired by the Purchaser" or "EHBPs."                               

7.2 Employee Benefits. Employer shall provide the EHBPs with all of the     
compensation, incentive compensation, retirement and employee benefit plans,    
programs and arrangements generally available to the other similarly situated   
employees of Employer ("Employer's Benefit Plans"), and the EHBPs shall be      
eligible to participate in Employer's Benefit Plans on the same basis and       
under the same terms as the other similarly situated employees of Employer.     

From and after the Closing Date, Employer shall grant to all EHBPs credit   
under the Employer's Benefit Plans for all service with Monsanto, and any       
Monsanto Affiliate, for all purposes for which said service was recognized by   
Monsanto, including without limitation, disability, vacation, severance plans   
or policies, eligibility for participation and vesting in Employer's Section    
401(k) plans, and any seniority-based plan, practice or policy. To the extent   
that any medical plan maintained by Employer contains restrictions or           
limitations on pre-existing medical conditions, Employer shall waive those      
restrictions. Employer shall recognize all covered medical expenses incurred    
by EHBPs and their eligible dependents during calendar year 1995 prior to the   
Closing Date for purposes of satisfying the existing calendar year deductibles  
and co-payment limitations, if any, under its medical plans.                    

On the Closing Date, Monsanto shall take such action as may be necessary to 
provide each EHBP with the right to effect (to the extent permitted by law) a   
tax-free rollover of the EHBP's account balance in the Monsanto defined         
contribution plan into Employer's Section 401(k) plan (or other individual      
account plan maintained by Employer) or into an individual retirement account.  

If any EHBP is involuntarily terminated by Employer for reasons not         
involving cause within 12 months of Closing, Employer shall pay the EHBP in a   
single sum as soon as practicable after the EHBP's involuntary termination a    
severance benefit equal in amount to the greater of: 2 weeks' base pay per      
year of service or 4 months' base pay. The aforementioned severance payment     
shall be in lieu of and supersede Employer's obligation to pay additional       
severance under its regular severance plan.                                     

7.3 Confidentiality. Nothing contained in this Agreement shall constitute a 
waiver or modification of, or an amendment to, the obligations of the EHBPs     
respecting confidential information of Monsanto or third parties under          
employment or confidentiality agreements, or otherwise as provided by law, it   
being agreed that said                                                          

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obligations and all other terms of such agreements shall continue in            
accordance with the terms of such agreements or as otherwise provided by law.   
The EHBPs may disclose confidential Monsanto information to Employer but only   
to the extent that such information specifically relates to the operations of   
Employer and the Business required by each such EHBP to perform his or her      
duties and provided that the EHBP has entered into a confidentiality agreement  
with Employer. Such information shall remain confidential information of        
Monsanto and shall be maintained as confidential in accordance with Section     
9.2 hereof.                                                                     

7.4 No Third Party Beneficiary Status. Nothing contained in this Article 7, 
either express or implied, is intended or shall be construed to confer upon     
any Person other than Monsanto, Calgene or Holding Company any rights or        
remedies hereunder.                                                             

ARTICLE 8 

Conditions Precedent  

8.1 Conditions Precedent to Calgene's Obligations. All obligations of       
Calgene under this Agreement are subject to the fulfillment, on or prior to     
the Closing Date, of each of the following conditions or their waiver by        
Calgene:                                                                        

(a) All representations and warranties of Monsanto contained in this    
Agreement shall be true in all material respects at and as of the Closing   
Date as though such representations and warranties had been made or given   
on such date (except to the extent such representations and warranties      
speak as of an earlier date), except (i) for changes contemplated by this   
Agreement and (ii) where the failure to be true and correct does not have a 
Material Adverse Effect on Monsanto or a Material Adverse Effect on the     
Transactions. Monsanto shall have performed and complied with, in all       
material respects, its obligations under the Transaction Agreements which   
are to be performed or complied with by it prior to or on the Closing Date. 
Monsanto shall have delivered a certificate signed by an officer of         
Monsanto certifying as to the fulfillment of this condition.                

(b) Calgene shall have received from counsel for Monsanto a written     
opinion dated as of the Closing Date addressed to Calgene substantially in  
the form attached hereto as Exhibit E. In rendering such opinion, counsel   
may rely to the extent deemed appropriate on the certificates of officers   
or employees of Monsanto and of public officials as to matters of fact and  
authenticity of documents and on opinions of counsel in other states as to  
questions under the laws of such states.                                    

(c) The instruments of transfer, assignments and assumptions, and other 
agreements and documents to be executed and/or delivered by Monsanto to     
Calgene or Holding Company at the Closing shall be in form and substance    
reasonably satisfactory to Calgene and shall have been duly executed by     
Monsanto and be ready for delivery at the Closing (except as otherwise      
permitted herein).                                                          

 (d) The pre-transaction filing and waiting period requirements applicable
to the Transactions under the Hart-Scott-Rodino Antitrust Improvement Act   
of 1976, as amended ("HSR"), shall have expired or shall have been          
terminated, and any necessary foreign approvals shall have been obtained,   
and there shall not be pending or threatened any governmental litigation or 
proceeding which restrains, prohibits or prevents or in the reasonable      
opinion of counsel presents a significant risk of restraining, prohibiting  
or preventing, or changing the terms of, or obtaining material damages in   
connection with, the Transactions.                                          

(e) There shall have occurred no Material Adverse Effect upon Tomato    
Associates, the Business or the Assets and which Monsanto has not remedied  
prior to Closing.                                                           

(f) The following agreements (together with this Agreement, collectively
the "Transaction Agreements") shall be executed and delivered by all of the 
other parties thereto:                                                      

(i) Stockholders Agreement;                                         

(ii) Holding Company Credit Facility Agreement;                     

(iii) Gargiulo Credit Facility Agreement;                           

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(iv) License Agreements; and                                        

(v) Temporary Services Agreement.                                   

(g) The Merger shall have been approved by the stockholders of Calgene. 

(h) The shares of Holding Company Common Stock to be issued pursuant to 
this Agreement shall have been authorized for quotation on the National     
Market System of Nasdaq.                                                    

(i) Calgene shall have received an opinion of Hale and Dorr, reasonably 
acceptable to Calgene, to the effect that the Transactions, including the   
Merger and the Exchange, will constitute transfers to a corporation         
controlled by Monsanto and the stockholders of Calgene within the meaning   
of Section 351(a) of the Code and that such transfers will not give rise to 
income, gain or loss to Holding Company or the stockholders of Calgene. In  
connection with such opinion, Calgene shall have received from Monsanto a   
certificate, dated as of the Closing Date and signed by one of its vice     
presidents, to the effect that, to the best knowledge and belief of such    
officer, the statement of facts and representations made on behalf of       
Monsanto's management, presented to such counsel delivering such opinion,   
were at the date of such presentation, true, correct and complete and are   
on the date of such certificate, to the extent contemplated by the          
presentation, true, correct and complete, as though such presentation had   
been made on the date of such certificate. Calgene shall have received a    
copy of the opinion delivered to Monsanto pursuant to Section 8.2(k)        
hereof.                                                                     

(j) All consents or waivers for Calgene's consummation of the           
Transactions, as set forth on Schedule 8.1(j) to the Calgene Disclosure     
Memorandum, shall have been received.                                       

8.2 Conditions Precedent to Monsanto's Obligations. All obligations of      
Monsanto under this Agreement to consummate the Transactions are subject to     
the fulfillment and satisfaction, on or prior to the Closing Date, of each of   
the following conditions or their waiver by Monsanto:                           

(a) All representations and warranties of Calgene and Holding Company   
contained in this Agreement shall be true in all material respects at and   
as of the Closing Date as though such representations and warranties had    
been made or given on such date (except to the extent such representations  
and warranties speak as of an earlier date), except (i) for changes         
contemplated by this Agreement and (ii) where the failure to be true and    
correct does not have a Material Adverse Effect on Calgene and the Calgene  
Subsidiaries taken as a whole or a Material Adverse Effect on the           
Transactions. Holding Company shall have adopted this Agreement as provided 
in Section 4.1(c) hereof and complied with, in all material respects, all   
other provisions of this Agreement that are applicable to it. Calgene and   
Holding Company shall have performed and complied with, in all material     
respects, their obligations under the Transaction Agreements which are to   
be performed or complied with by either or both of them prior to or on the  
Closing Date, including, without limitation, the adoption (and filing where 
appropriate) of amended and restated certificates of incorporation and by-  
laws for Holding Company, Calgene and Tomato Associates reasonably          
acceptable to Monsanto to reflect the provisions of this Agreement and the  
other Transaction Agreements. Calgene and Holding Company shall each        
deliver certificates signed by one of their officers certifying as to the   
fulfillment of this condition.                                              

(b) Monsanto shall have received from counsel for Calgene a written     
opinion dated as of the Closing Date addressed to Monsanto substantially in 
the form attached hereto as Exhibit F. In rendering such opinion, counsel   
may rely to the extent deemed appropriate on the certificates of officers   
or employees of Calgene and of public officials as to matters of fact and   
authenticity of documents and on opinions of counsel in other states as to  
questions under the laws of such states.                                    

 (c) The pre-transaction filing and waiting period requirements applicable
to the Transactions under HSR shall have expired or shall have been         
terminated, and any necessary foreign approvals shall have been obtained,   
and there shall not be pending or threatened any governmental litigation or 
proceeding which restrains, prohibits or prevents or in the reasonable      
opinion of counsel presents a significant risk of restraining, prohibiting  
or preventing, or changing the terms of, or obtaining material damages in   
connection with, the Transactions.                                          

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(d) Calgene shall have (i) (A) obtained assurances or waivers from Kirin
Brewery Co., Ltd. ("Kirin-Japan"), Kirin Agribio USA, Inc. ("Kirin USA")    
and the Plant Genetics-Kirin Partnership (the "PG-K Partnership") deemed    
adequate by Monsanto that Monsanto's potato assets would be unaffected by   
Calgene's ownership (through Calgene Subsidiaries) of an interest in the    
PG-K Partnership even if Monsanto subsequently acquired any or all of the   
outstanding securities of Holding Company, or (B) furnished evidence deemed 
adequate by Monsanto that either Kirin-Japan or Kirin USA would buy out     
Calgene's interest (owned by Calgene Subsidiaries) in the PG-K Partnership, 
on terms reasonably acceptable to Monsanto, such that Monsanto's potato     
assets would be unaffected by Calgene's past ownership (through Calgene     
Subsidiaries) of an interest in the PG-K Partnership even if Monsanto       
subsequently acquired any or all of the outstanding securities of Holding   
Company, and (ii) provided written assurances satisfactory to Monsanto that 
neither The Mingly Corporation Limited nor any affiliate thereof has any    
right (or that such parties have waived any right) to designate one or more 
directors on Calgene's or Holding Company's Board of Directors.             

(e) The Existing Option Exercise and the Additional Interest Acquisition
shall have been effected.                                                   

(f) There shall have occurred no Material Adverse Effect upon Calgene or
the Calgene Subsidiaries or the business or assets thereof, and which       
Calgene has not remedied prior to Closing.                                  

(g) The Transaction Agreements shall be executed and delivered by all of
the other parties thereto.                                                  

(h) The Merger has been previously approved by the stockholders of      
Calgene.                                                                    

(i) [Intentionally omitted]                                             

(j) The Development/License Agreement, dated as of December 23, 1992,   
between Monsanto and the Partnership, shall have been amended as set forth  
in Exhibit B to the Partnership Reorganization Agreement.                   

(k) Monsanto shall have received an opinion of Arnold & Porter, special 
tax counsel to Monsanto, reasonably acceptable to Monsanto, to the effect   
that the Transactions, including the Merger and the Exchange, will          
constitute transfers to a corporation controlled by Monsanto and the        
stockholders of Calgene within the meaning of Section 351(a) of the Code    
and that such transfers will not give rise to income, gain or loss to       
Monsanto or Holding Company. In connection with such opinion, Monsanto      
shall have received from Calgene a certificate, dated as of the Closing     
Date and signed by its chief executive officer and chief financial officer, 
to the effect that, to the best knowledge and belief of such officers, the  
statement of facts and representations made on behalf of Calgene's          
management, presented to such counsel delivering such opinion, were at the  
date of such presentation, true, correct and complete and are on the date   
of such certificate, to the extent contemplated by the presentation, true,  
correct and complete, as though such presentation had been made on the date 
of such certificate. Monsanto shall have received a copy of the opinion     
delivered to Calgene pursuant to Section 8.1(i) hereof.                     

(l) The shares of Holding Company Common Stock to be issued pursuant to 
this Agreement shall have been authorized for quotation on the National     
Market System of Nasdaq.                                                    

(m) Certificate(s) representing the shares of Holding Company Capital   
Stock to be issued to Monsanto pursuant to Section 2.1 hereof shall have    
been delivered to Monsanto.                                                 

(n) The Transactions contemplated by the Partnership Reorganization     
Agreement shall have been completed and all consents or waivers for         
Monsanto's consummation of the Transactions, as set forth on Schedule       
8.2(n) to the Monsanto Disclosure Memorandum, shall have been received.     

ARTICLE 9 

Covenants 

9.1 Access to Assets and Calgene. Prior to the Closing, a reasonable number 
of authorized representatives of Calgene, reasonably approved by Monsanto,      
shall have full access, during reasonable Monsanto business hours, to the       
Assets and books and records relating to the Business for the purpose of        
examining and inspecting                                                        

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the same. Also prior to the Closing, a reasonable number of authorized          
representatives of Monsanto, reasonably approved by Calgene, shall have full    
access, during reasonable Calgene business hours, to all the assets,            
facilities and books and records of Calgene and the Calgene Subsidiaries for    
the purpose of examining and inspecting the same.                               

9.2 Confidentiality. Between the date of this Agreement and the Closing Date
and for a period of ten (10) years after the Closing Date (or, if this          
Agreement is terminated prior to Closing, for a period of ten (10) years after  
the date hereof), each party hereto shall treat, and shall cause its            
respective directors, officers, employees, agents, representatives,             
consultants and financial institutions to treat, as the other party's           
confidential property and not use or disclose to others or permit its           
directors, officers, employees, agents, representatives, consultants and        
financial institutions to use or disclose to others, without the prior written  
consent of such other party, any non-publicly available information or data of  
such other party (including, but not limited to, any technical information or   
data provided by such other party) which may have heretofore or hereafter been  
provided or disclosed by such other party in connection with this Agreement,    
any negotiations pertaining thereto or any of the Transactions. This Section    
9.2 shall not prevent any party hereto from using or disclosing to others       
information: which such party can show has become part of the public domain     
other than by acts or omissions of such party, its directors, officers,         
employees, agents, representatives, consultants and financial institutions;     
which has been furnished to such party by third parties as a matter of right,   
without restriction on disclosure or use known to such party; which was         
lawfully in such party's possession prior to the time Monsanto and Calgene      
first entered into discussions related to the subject matter of this Agreement  
and which was not acquired by such party, its directors, officers, employees,   
agents, representatives, consultants and financial institutions directly or     
indirectly from the other party, its directors, officers, employees, agents,    
consultants and financial institutions; which a party can prove was developed   
by it independent of any information received from such other party, its        
directors, officers, employees, agents, representatives, consultants and        
financial institutions, either directly or indirectly; or which such party is   
required to disclose by applicable law or regulation, in which case the party   
so required to disclose shall give the other party prompt notice of such        
requirement in all cases with sufficient time for such other party to seek a    
protective order or other limit on disclosure (unless the party subject to the  
disclosure requirement would suffer penalties or sanctions for failure to       
immediately disclose such information). It is further understood and agreed     
that specific information shall not be deemed available to the public or in     
any party's prior possession merely because it is embraced by more general      
information available to the public or in such party's prior possession. In     
the event that this Agreement or the Transactions are not consummated, any and  
all notes, memoranda, records, drawings, tracings, specifications, sketches,    
reports or other documents, including, without implied limitation, all copies,  
excerpts or reproductions thereof, furnished or made available by Monsanto to   
Calgene, or Calgene to Monsanto as the case may be, their respective            
directors, officers, employees, agents, representatives, consultants and        
financial institutions or developed thereby shall be promptly destroyed by      
such party at such other party's request and such party shall advise such       
other party in writing that such destruction has been completed. This Section   
9.2 shall survive any termination of this Agreement.                            

9.3 Registration Statement. Calgene shall cause Holding Company to file the 
Registration Statement with the Commission, and Calgene shall use its           
reasonable best efforts to cause the Registration Statement to become           
effective under the Securities Act and to cause Holding Company to take any     
action required to be taken under the applicable state Blue Sky or securities   
laws in connection with the issuance of the shares of Holding Company Common    
Stock upon consummation of the Merger. Monsanto shall furnish, or cause to be   
furnished, such information concerning Gargiulo and Tomato Associates and       
itself as Calgene may reasonably request in connection with such action. As     
promptly as practicable following the execution and delivery of this            
Agreement, unless this Agreement shall have been previously terminated in       
accordance with Article 11 hereof, Calgene shall submit the Merger to its       
stockholders for approval and adoption at a meeting of its stockholders called  
by Calgene for such purpose. Unless this Agreement shall have been previously   
terminated in accordance with Article 11 hereof, Calgene's Board of Directors   
shall recommend that Calgene's stockholders vote to approve and adopt the       
Merger and the other matters to be submitted to Calgene's stockholders in       
connection therewith and shall use its best efforts to solicit and secure from  
its stockholders their approval and adoption of the Merger (unless, in either   
case, in the discharge of its fiduciary duties, after receiving advice of       
counsel, Calgene's Board                                                        

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of Directors shall determine not to make, or to change, such recommendation or  
not so to solicit and secure such stockholders' approval). In connection with   
the stockholders meeting, Calgene shall prepare and file with the Commission,   
as soon as reasonably practicable, a proxy statement of Calgene with respect    
to this Agreement and the Transactions and use all reasonable efforts to have   
such proxy statement cleared by the Commission under the Exchange Act. The      
Calgene proxy statement, in the form first sent to Calgene stockholders, is     
herein called the "Proxy Statement".                                            

9.4 Operations of Calgene. Between the date of this Agreement and the       
Closing, Calgene shall continue to operate its business and shall cause the     
Calgene Subsidiaries to operate their respective businesses in the ordinary     
course. Without the prior written consent of Monsanto, which consent shall not  
be unreasonably or untimely withheld, Calgene and the Calgene Subsidiaries      
shall not do any of the following with respect to their respective businesses:  

(i) engage in any commercial practice that is not in the ordinary course
of business;                                                                

(ii) sell, lease or otherwise dispose of any of their respective assets 
except for intangible property and sales of inventory in the ordinary       
course of business and consistent with past practice;                       

(iii) sell or license any intangible property for consideration (other  
than royalties contingent on future sales) exceeding $1,000,000 in the      
aggregate per transaction or series of transactions;                        

(iv) except as set forth on Schedule 9.4(iv) to the Calgene Disclosure  
Memorandum, create or suffer to be created any mortgage, lien, pledge or    
encumbrance of any kind or other exceptions to title upon their respective  
assets;                                                                     

(v) except as set forth on Schedule 9.4(v) to the Calgene Disclosure    
Memorandum and except for grower contracts and agreements or commitments    
requiring financial obligations of less than $100,000 in the aggregate,     
enter into any agreement or commitment having a term in excess of one year; 

 (vi) enter into any agreement or commitment that restricts Calgene or any
of the Calgene Subsidiaries from carrying on their businesses;              

(vii) violate any of the negative covenants set forth in the Amended and
Restated Subordinated Promissory Note;                                      

(viii) change the number of shares of its authorized or issued capital  
stock (other than the issuance of additional shares of Calgene Common Stock 
upon the exercise of employee stock options outstanding on the date hereof  
and the designation and issuance of $1,000 of Calgene Preferred Stock,      
which shall be non-voting and non-convertible and shall otherwise have such 
terms as shall have been approved by Monsanto) or grant or issue any        
option, warrant, call, right, commitment or agreement of any character      
relating to its authorized or issued capital stock, or issue, grant or sell 
any preferred stock or any securities or obligations convertible into or    
exchangeable for shares of its capital stock other than the issuance and    
sale of shares of Calgene Common Stock with aggregate proceeds to Calgene   
not in excess of Ten Million Dollars ($10,000,000.00);                      

 (ix) make any amendment to or changes in its certificate of incorporation
or by-laws, except only for the designation of the Calgene Preferred Stock  
to the extent permitted in clause (viii) of this Section 9.4;               

(x) take or fail to take any action that would require the approval of  
any Monsanto Director or the consent of a supermajority of Directors (each  
as defined in the Stockholder Agreement) under Sections 4.4(a)(i), (ii),    
(iv), (vii), (viii), (ix), (x), (xii), (xiii), (xv) or (xvii) of the        
Stockholders Agreement if the Stockholders Agreement was in effect          
beginning on the date hereof; or                                            

(xi) except as expressly permitted by this Agreement, take any action   
that would or is reasonably likely to result in any of the representations  
and warranties of Calgene set forth in this Agreement being untrue in any   
material respect, or in any of the conditions to the Closing specified in   
Article 8 not being satisfied.                                              

9.5 Operations of Tomato Associates. Between the date of this Agreement and 
the Closing, Monsanto shall cause Tomato Associates to continue to maintain     
the Assets in accordance with Tomato Associates' usual                          

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and past practices. Without the prior written consent of Calgene, which         
consent shall not be unreasonably or untimely withheld, Monsanto shall cause    
Tomato Associates not to do any of the following with respect to such Assets    
during such period:                                                             

(i) sell, lease or otherwise dispose of any of such Assets;             

 (ii) issue any shares of capital stock or any options, warrants or rights
for anyone to acquire any such shares;                                      

(iii) create or suffer to be created any mortgage, lien, pledge or      
encumbrance of any kind or other exceptions to title upon such Assets or    
borrow money or incur any indebtedness;                                     

 (iv) engage in any commercial practice that is not in the ordinary course
of business;                                                                

(v) enter into any agreement or commitment that restricts Tomato        
Associates from carrying on its business;                                   

(vi) make any amendment to its Certificate of Incorporation or By-laws; 
or                                                                          

(vii) take or fail to take any action of the type described in Sections 
4.4(a)(i), (iv), (vii), (x) or (xv) of the Stockholders Agreement (except   
that "Company" shall mean "Tomato Associates" for this purpose).            

9.6 Public Announcement. No press release, public announcement, confirmation
or other information regarding this Agreement or the other Transaction          
Agreements or the contents hereof or thereof shall be made by any party         
without the prior written approval of the other parties, except as may be       
necessary, after consultation between the parties, if practicable, to meet the  
requirements or regulations of any applicable law, governmental unit or agency  
or any stock exchange on which the securities of such party may be listed. All  
press releases shall be joint to the extent practicable.                        

9.7 Certain Tax Matters.                                                    

(a) Notwithstanding anything to the contrary contained herein, each of      
Monsanto and Calgene shall, for Tax reporting purposes, reflect the             
Transactions as transfers of Calgene Capital Stock and the Assets to Holding    
Company in exchange for Holding Company Capital Stock in transactions           
qualifying as tax-free exchanges under Section 351 of the Code and shall        
reflect the Merger as a reverse acquisition within the meaning of Treasury      
Regulation Section 1.1502-75(d)(3).                                             

(b) Monsanto, on behalf of Tomato Associates, shall file or cause to be     
filed, on the due date (as it may be extended), all Tax Returns in respect of   
Tomato Associates, which are due to be filed, on or before the Effective Time.  

(c) Holding Company shall cause the General Partner, the Partnership and any
subsidiaries of the Partnership to file all Tax Returns required to be filed    
by the General Partner, the Partnership and such subsidiaries, for all periods  
for which a Tax Return is due on or after the Effective Time; provided,         
however, that, with respect to all such Tax Returns covering periods beginning  
on or before the Effective Time, a draft of each such Tax Return shall be       
provided to Monsanto at least 30 days prior to the due date thereof and each    
such Tax Return shall be subject to Monsanto's review and approval.             

(d) Neither Holding Company, the General Partner, the Partnership nor any   
subsidiaries of the Partnership shall, without Monsanto's consent, agree to     
any Tax adjustment or otherwise compromise or settle any matters with respect   
to Taxes attributable to the General Partner, the Partnership or any            
subsidiaries of the Partnership, if such adjustment or matter is attributable   
to a period ending on or before the Effective Time.                             

(e) It is recognized that either party may need Tax, financial or other data
after the Closing Date with respect to the Business and the Assets covering     
several fiscal periods prior to the Closing Date in order to facilitate the     
preparation of Tax Returns or in connection with any audit, investigation,      
litigation, amended Tax Return, claim for refund or any proceeding in           
connection therewith or to comply with the rules and regulations                

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of the IRS, the Commission or any other governmental organization or agency.    
The parties shall render reasonable cooperation and shall afford access during  
normal business hours to all books, records, data and personnel concerning use  
and ownership of the Assets and the operation and conduct of the Business with  
respect to periods prior to and including the Closing Date to each other and    
their auditors, accountants, counsel or other authorized representatives for    
such purpose. The parties shall also each execute such documents as the others  
may reasonably request in order to file any required reports or Tax Returns     
and provide the others with prompt written notice upon receipt of any written   
claim, notice of deficiency or proposed or actual assessment pertaining to the  
Business which could affect the Tax liability of the other. The party           
requesting assistance from the other parties shall bear all reasonable out-of-  
pocket costs and expenses incurred by such assisting parties (excluding         
salaries or wages of its employees).                                            

(f) Monsanto and Calgene agree to utilize the "Standard Procedure" provided 
in Section 4 of Revenue Procedure 84-77, 1984-2 Cumulative Bulletin, with       
respect to filing and furnishing IRS Forms W-2, W-3 and 941.                    

9.8 Calgene Financial Statements. As soon as practicable but in any event   
within 45 days after the end of each calendar month commencing with August,     
1995, through the Closing Date or earlier termination of this Agreement in      
accordance with Article 11 hereof, Calgene shall deliver to Monsanto unaudited  
consolidated balance sheets of Calgene and its consolidated subsidiaries as at  
the end of such calendar month and as at the end of the comparative month of    
the preceding year, together with unaudited summaries of consolidated earnings  
of Calgene and its consolidated subsidiaries for such calendar month and the    
comparative calendar month of the preceding year. As soon as practicable but    
in any event within 45 days after the end of each fiscal quarter of Calgene     
commencing with September 30, 1995 and within 90 days after the end of the      
fiscal year ending June 30, 1995, as the case may be, through the Closing Date  
or earlier termination of this Agreement in accordance with Article 11 hereof,  
Calgene shall deliver to Monsanto unaudited consolidated balance sheets of      
Calgene and its consolidated subsidiaries as at the end of such fiscal quarter  
and as at the end of the comparative fiscal quarter of the preceding year,      
together with the related unaudited statements of consolidated income and cash  
flows for the fiscal quarters then ended. All such financial statements (i)     
shall present fairly, in all material respects, the financial position,         
results of operations and cash flows of Calgene and its consolidated            
subsidiaries as at or for the periods indicated and shall be prepared in        
accordance with generally accepted accounting principles (other than to omit    
footnotes which might be required thereby, and subject, in the case of interim  
financial statements, to normal year-end adjustments) consistent with the past  
practice, except as otherwise indicated in such statements, and (ii) shall be   
certified, on behalf of Calgene, by the President and the Chief Financial       
Officer of Calgene.                                                             

9.9 No Solicitation of Transactions.                                        

(a) Neither Calgene nor any Calgene Subsidiary shall, directly or           
indirectly, through any officer, director, employee, agent, representative,     
consultant, financial institution or otherwise, solicit, initiate or encourage  
the submission of any proposal or offer from any Person relating to (i) any     
acquisition or purchase of all or substantially all of the assets or business   
of Calgene or any Calgene Subsidiary or (ii) any business combination with      
Calgene or any Calgene Subsidiary (all such transactions described in clause    
(i) or (ii) being referred to as "Calgene Acquisition Transactions") or,        
except to the extent required by fiduciary obligations under applicable law as  
advised by counsel (in which case, Calgene shall promptly advise Monsanto of    
its intention to invoke this exception) participate in any negotiations         
regarding, or furnish to any other Person any non-public information with       
respect to, or otherwise cooperate in any way with, or assist or participate    
in, facilitate or encourage, any effort or attempt by any other Person to do    
or seek any of the foregoing. Calgene immediately shall cease and cause to be   
terminated all existing discussions or negotiations with any parties conducted  
heretofore with respect to any of the foregoing. Calgene shall notify Monsanto  
promptly if any such proposal or offer, or any inquiry or contact with any      
Person with respect thereto, is made and shall, in any such notice to           
Monsanto, indicate in reasonable detail the identity of the Person making such  
proposal, offer, inquiry or contact. Calgene agrees not to release any third    
party from, or waive any provision of, any confidentiality or standstill        
agreement to which Calgene is a party which relates to the foregoing.           

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(b) Monsanto shall not, directly or indirectly, through any officer,        
director, employee, agent, representative, consultant, financial institution    
or otherwise, solicit, initiate or encourage the submission of any proposal or  
offer from any Person relating to (i) any acquisition or purchase of all or     
substantially all of the assets or business of Tomato Associates or (ii) any    
business combination with Tomato Associates (all such transactions described    
in clause (i) or (ii) being referred to as "Monsanto Acquisition                
Transactions") or, except to the extent required by fiduciary obligations       
under applicable law as advised by counsel (in which case, Monsanto shall       
promptly advise Calgene of its intention to invoke this exception) participate  
in any negotiations regarding, or furnish to any other Person any non-public    
information with respect to, or otherwise cooperate in any way with, or assist  
or participate in, facilitate or encourage, any effort or attempt by any other  
Person to do or seek any of the foregoing. Monsanto immediately shall cease     
and cause to be terminated all existing discussions or negotiations with any    
parties conducted heretofore with respect to any of the foregoing. Monsanto     
shall notify Calgene promptly if any such proposal or offer, or any inquiry or  
contact with any Person with respect thereto, is made and shall, in any such    
notice to Calgene, indicate in reasonable detail the identity of the Person     
making such proposal, offer, inquiry or contact. Monsanto agrees not to         
release any third party from, or waive any provision of, any confidentiality    
or standstill agreement to which Monsanto is a party which relates to the       
foregoing.                                                                      

9.10 Notification of Certain Matters.                                       

(a) Calgene shall give prompt notice to Monsanto of (i) the occurrence, or  
non-occurrence, of any event the occurrence, or non-occurrence, of which would  
be likely to cause any representation or warranty contained in this Agreement   
to be untrue or inaccurate and (ii) any failure of Calgene or Holding Company   
to comply with or satisfy any covenant, condition or agreement to be complied   
with or satisfied by it hereunder; provided, however, that the delivery of any  
notice pursuant to this Section 9.10(a) shall not limit or otherwise affect     
the remedies available hereunder to Monsanto.                                   

(b) Monsanto shall give prompt notice to Calgene of (i) the occurrence, or  
non-occurrence, of any event the occurrence, or non-occurrence, of which would  
be likely to cause any representation or warranty contained in this Agreement   
to be untrue or inaccurate and (ii) any failure of Monsanto to comply with or   
satisfy any covenant, condition or agreement to be complied with or satisfied   
by it hereunder; provided, however, that the delivery of any notice pursuant    
to this Section 9.10(b) shall not limit or otherwise affect the remedies        
available hereunder to Calgene.                                                 

9.11 Severance Agreements. Calgene shall not and shall not permit any of the
Calgene Subsidiaries or the Holding Company to, (a) enter into any contract,    
agreement, plan or arrangement covering any director, officer or employee of    
Calgene, Holding Company or any Calgene Subsidiary that provides for the        
making of any payments, the acceleration of vesting of any benefit or right or  
any other entitlement contingent upon (i) the Transactions or the exercise by   
Monsanto of any of its rights under the Stockholders Agreement to               
representation on the Board of Directors (and its committees) or any            
acquisition by Monsanto of securities of Calgene or Holding Company (whether    
by merger, tender offer, private or market purchases or otherwise) not          
prohibited by the Stockholders Agreement or (ii) the termination of employment  
after the occurrence of any such contingency if such payment, acceleration or   
entitlement would not have been provided but for such contingency or (b) amend  
any existing contract, agreement, plan or arrangement to so provide.            

9.12 Registration Statement; Proxy Statement. Monsanto shall cooperate with 
and promptly provide all information reasonably requested by Calgene in order   
that the Registration Statement, the Proxy Statement and all supplements and    
amendments thereto shall comply in all material respects with the provisions    
of the Securities Act and the Exchange Act, and all applicable rules and        
regulations of the Commission thereunder. Calgene shall notify Monsanto         
promptly of the receipt by it or Holding Company of any comments from the       
Commission or its staff and of any request by the Commission for amendments or  
supplements to the Registration Statement or the Proxy Statement or for         
additional information and shall supply Monsanto with copies of all             
correspondence between it (or the Holding Company) and its representatives, on  
the one hand, or the Commission or the members of its staff or any other        
governmental official, on the other hand, with respect to the Registration      
Statement or the Proxy Statement. Each of Calgene and Monsanto agrees to use    
its reasonable                                                                  

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best efforts, after consultation with the other parties hereto, to respond      
promptly to all such comments of and requests by the Commission or any other    
governmental official and to cause the Registration Statement to become         
effective and to cause the Proxy Statement and all required amendments and      
supplements thereto to be mailed to the holders of shares of Calgene Common     
Stock entitled to vote at the Calgene Stockholders' Meeting at the earliest     
practicable time.                                                               

ARTICLE 10  

Closing and Effective Time  

10.1 Time and Place of Closing. The Closing shall take place at 11:00 A.M.  
(local time) on the date that the Effective Time occurs (or the immediately     
preceding day if the Effective Time is earlier than 11:00 A.M.), or at such     
other time as the parties may mutually agree. The place of Closing shall be at  
such place as may be mutually agreed upon by the parties.                       

10.2 Effective Time. The Transactions, including the transfer of Assets and 
the exchange of shares contemplated by Article 2 hereof and the Merger          
contemplated by Article 3 hereof, and the Plan of Merger shall become           
effective on the date the Secretary of State of the State of Delaware accepts   
for filing a Certificate of Merger reflecting the Merger. Unless otherwise      
mutually agreed upon in writing by Calgene and Monsanto, the parties shall      
cause the Effective Time to occur on the first business day following the last  
to occur of (i) the effective date (including expiration of any applicable      
waiting period) of the order of any other federal or state regulatory agency    
approving the Transactions, if such approval is required, or the expiration of  
any required waiting period after the filing of any required notice to any      
federal or state regulatory agency required for consummation of the             
Transactions, and (ii) the date on which the stockholders of Calgene approve    
this Agreement and the Plan of Merger to the extent such approval is required   
by applicable law; or such later date within sixty (60) days of such date as    
may be agreed upon by the parties. Notwithstanding any other provision of this  
Agreement, neither the transactions contemplated by Article 2 hereof nor the    
Merger shall be permitted to become effective unless both the transactions      
contemplated by Article 2 hereof and the Merger are consummated and made        
effective on the same date and at approximately the same time.                  

ARTICLE 11  

Termination 

11.1. Termination. Notwithstanding anything herein or elsewhere to the      
contrary, this Agreement may be terminated and the Transactions (including,     
without limitation, the Merger) abandoned at any time prior to the Closing      
Date, whether before or after approval by the stockholders of Calgene:          

(a) by mutual consent of the Monsanto Board of Directors and the Calgene
Board of Directors;                                                         

(b) by either the Monsanto Board of Directors or the Calgene Board of   
Directors, if the Transactions shall not have been consummated on or before 
March 31, 1996, unless such failure so to consummate shall be due to the    
failure of the party seeking to terminate this Agreement to perform in all  
material respects each of its obligations under this Agreement required to  
be performed by it on or prior to the Closing Date pursuant to the terms    
hereof;                                                                     

 (c) by the Monsanto Board of Directors or the Calgene Board of Directors,
if the Calgene Board of Directors shall withdraw or change its respective   
recommendation to its stockholders to adopt and approve this Agreement and  
the Merger or authorize the Transactions, as the case may be, or if the     
Calgene stockholders fail to adopt and approve this Agreement or the        
Merger;                                                                     

(d) by the Monsanto Board of Directors, if Calgene shall breach its     
obligations set forth in Section 9.9(a) hereof;                             

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 (e) by the Monsanto Board of Directors, if events shall occur that render
impossible the satisfaction of one or more of the conditions set forth in   
Section 8.2 hereof and shall not be waived (or deemed waived) by Monsanto;  
and                                                                         

(f) by the Calgene Board of Directors, if events shall occur that render
impossible the satisfaction of one or more of the conditions set forth in   
Section 8.1 hereof and shall not be waived (or deemed waived) by Calgene.   

11.2. Liabilities in Event of Termination. In the event of the termination  
and abandonment of this Agreement and the Transactions (including the Merger),  
this Agreement shall become void and have no effect and Calgene and Monsanto    
and their respective directors, officers, employees and stockholders shall      
have no obligation or liability to each other hereunder, except as provided in  
Sections 9.2, 11.3 and 12.12 hereof and except that nothing herein shall        
relieve any party from liability for any willful breach of this Agreement.      

11.3 Calgene Termination Payment. If this Agreement is terminated or the    
Transactions abandoned for any of the following reasons:                        

(a) the Calgene Board of Directors shall withdraw, change in a manner   
adverse to Monsanto or fail to make its recommendations to stockholders to  
approve the Merger; or                                                      

(b) Calgene shall breach its obligations set forth in Section 9.9(a)    
hereof,                                                                     

and a Calgene Acquisition Transaction is consummated within 12 months after     
the date of termination or abandonment of this Agreement, then Calgene shall    
promptly (and in any event within 10 days of receipt of a written notice from   
Monsanto) pay to Monsanto a fee in cash equal to $7,500,000.                    

ARTICLE 12  

Miscellaneous 

12.1 Notice. Any notice required or permitted to be given under this        
Agreement shall be in writing, and shall be deemed sufficiently given when      
delivered in person or transmitted by telegram or telecopier (confirmed by      
mail), addressed as follows:                                                    

If to Monsanto:                                                             

Monsanto Company                                                    
800 North Lindbergh Boulevard                                       
St. Louis, Missouri 63167                                           

Attention: Senior Vice President and General Counsel                

Telecopy Number: 314-694-3011                                               

If to Calgene:                                                              

Calgene, Inc.                                                       
1920 Fifth Street                                                   
Davis, California 95616                                             

Attention: Chairman and Chief Executive Officer                     

Telecopy Number: 916-753-1510                                               

or to such other address as may be specified from time to time in a notice      
given by such party. Both parties agree to acknowledge in writing the receipt   
of any such notice delivered in person.                                         

12.2 Recording Fees. Monsanto shall be responsible for paying the cost of   
recordation of instruments of transfer or assignments which are necessary or    
desirable to effect any of the Transactions. All such costs shall be            

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shared equally by Monsanto and Calgene and Calgene shall promptly reimburse     
Monsanto for its share of such costs after receiving an invoice from Monsanto.  

12.3 Assignability. This Agreement shall be binding upon and inure to the   
benefit of the parties hereto and their respective successors and assigns;      
provided, however, that no party shall (by operation of law or otherwise)       
transfer or assign its rights or delegate its performance hereunder without     
the prior written consent of the other parties. Any transfer, assignment or     
delegation made or attempted in violation of this Section 12.3 shall be void    
and of no effect. Nothing contained in this Agreement, either express or        
implied, is intended or shall be construed to confer upon any Person other      
than Monsanto, Calgene and Holding Company (and, under Article 5 hereof, the    
Monsanto Indemnified Parties and the Holding Company Indemnified Parties) any   
rights or remedies hereunder.                                                   

12.4 Non-Competition. Provided that Closing occurs hereunder, Monsanto      
agrees, for as long as Monsanto's ownership in Holding Company exceeds twenty-  
five percent (25%) and is less than one hundred percent (100%), not to engage   
in any Directly Competitive Activity (hereinafter defined). As used herein,     
"Directly Competitive Activity" shall mean and refer only to the                
commercialization by Monsanto (or one of its Affiliates, other than Holding     
Company and any of its Affiliates) of any genetically engineered fresh or       
processed tomatoes, berries, mangoes, cucurbits or peppers or the               
commercialization of any genetically engineered canola, oil seed rape or        
sunflower where the canola, oil seed rape or sunflower has been genetically     
engineered to produce a specialty oil product. "Directly Competitive Activity"  
shall not include the licensing of patent rights or know how for the            
commercialization of such genetically engineered crops or the                   
commercialization of canola, oil seed rape or sunflower where the canola, oil   
seed rape or sunflower has been genetically engineered for a purpose other      
than to produce a specialty oil product.                                        

12.5 Schedules. The Schedules referenced herein are Schedules to be provided
separately at the time of the execution and delivery of this Agreement, but     
are nonetheless incorporated herein and made a part hereof.                     

12.6 Sections and Articles. All sections and articles referred to herein are
sections and articles of this Agreement and all exhibits referred to herein     
are exhibits attached to this Agreement.                                        

12.7 Entire Agreement. Except as set forth in Exhibit G hereto, this        
Agreement, the Amended and Restated Subordinated Promissory Note and all other  
Transaction Agreements constitute the full understanding of the parties, a      
complete allocation of risks between them and a complete and exclusive          
statement of the terms and conditions of their agreement relating to the        
subject matter hereof and supersede any and all prior agreements, whether       
written or oral, that may exist between the parties with respect thereto.       
Except as otherwise specifically provided in this Agreement and the other       
Transaction Agreements, no conditions, usage of trade, course of dealing or     
performance, understanding or agreement purporting to modify, vary, explain or  
supplement the terms or conditions of this Agreement or the other Transaction   
Agreements shall be binding unless hereafter made in writing and signed by the  
party to be bound, and no modification shall be effected by the acknowledgment  
or acceptance of documents containing terms or conditions at variance with or   
in addition to those set forth in this Agreement and the other Transaction      
Agreements. No waiver by any party with respect to any breach or default or of  
any right or remedy and no course of dealing or performance, shall be deemed    
to constitute a continuing waiver of any other breach or default or of any      
other right or remedy, unless such waiver be expressed in writing signed by     
the party to be bound. Failure of a party to exercise any right shall not be    
deemed a waiver of such right or rights in the future.                          

12.8 Headings. Headings as to the contents of particular articles and       
sections are for convenience only and are in no way to be construed as part of  
this Agreement or the other Transaction Agreements or as a limitation of the    
scope of the particular articles or sections to which they refer.               

12.9 Governing Law. The validity, interpretation and performance of this    
Agreement and the other Transaction Agreements and any dispute connected with   
this Agreement or the other Transaction Agreements shall be governed by and     
determined in accordance with the statutory, regulatory and decisional law of   
the State                                                                       

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of Delaware (exclusive of such state's choice of laws rules) and, to the        
extent applicable, the federal statutory, regulatory and decisional law of the  
U. S.                                                                           

12.10 Severability. All provisions of this Agreement and the other          
Transaction Agreements are severable and any provision which may be prohibited  
by law shall be ineffective to the extent of such prohibition without           
invalidating the remaining provisions.                                          

12.11 Expenses and Fees. Except as otherwise specifically provided in this  
Agreement, each party shall pay and bear its own expenses and fees (including   
attorneys', accountants' and consultants' fees) in connection with this         
Agreement or the other Transaction Agreements or any of the Transactions,       
including without limitation, any governmental investigations, proceedings or   
litigation relating thereto.                                                    

12.12 Finders' Fees. Each party shall be responsible for compensating any   
broker, investment banker, finder or other third party engaged, consented to    
or authorized to act on its behalf, directly or indirectly, as a broker or      
finder in connection with the Transactions. Each party shall indemnify and      
hold harmless the other parties from any claim or liability by or on behalf of  
such broker, investment banker, finder or other third party.                    

12.13 Specific Performance. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in   
accordance with the terms hereof and that the parties shall be entitled to      
specific performance of the terms hereof, in addition to any other remedy at    
law or equity.                                                                  

12.14 Counterparts. This Agreement may be executed and delivered (including 
by facsimile transmission) in one or more counterparts, and by the different    
parties hereto in separate counterparts, each of which when executed and        
delivered shall be deemed to be an original but all of which taken together     
shall constitute one and the same agreement.                                    

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first above written.       

                    Monsanto Company

ATTEST:                                                                         

 /s/ Karl R. Barnickol                   /s/ Hendrik A. Verfaillie
By: _________________________________     By __________________________________ 
Assistant Secretary                      Hendrik A. Verfaillie
Executive Vice President                                            

                 Calgene, Inc.
ATTEST:                                                                         

/s/ Michael J. Motroni                     /s/ Roger H. Salquist  
By: _________________________________     By:__________________________________ 
Assistant Secretary                        Roger H. Salquist  
                                        Chairman and
                                         Chief Executive Officer

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                                                                         ANNEX B

CALGENE II, INC.

AND 

MONSANTO COMPANY

STOCKHOLDERS AGREEMENT

AS OF      , 1996 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
ARTICLE 1 Effect of this Agreement.......................................    1 
   1.1  Effect of this Agreement.........................................    1 
ARTICLE 2 Compliance with Securities Act.................................    1 
   2.1  Certain Definitions..............................................    1 
   2.2  Requested Registration...........................................    5 
   2.3  Company Registration.............................................    6 
   2.4  Expenses of Registration.........................................    7 
   2.5  Registration Procedures..........................................    7 
   2.6  Indemnification..................................................    8 
   2.7  Information by Holder............................................    9 
   2.8  Rule 144 Reporting...............................................   10 
   2.9  Transfer of Registration Rights..................................   10 
   2.10 Limitations on Subsequent Registration Rights....................   10 
   2.11 Termination of Registration Rights...............................   10 
   2.12 "Market Stand-off" Agreement.....................................   10 
ARTICLE 3 Anti-Dilution Rights and Limitations on Owner..................   11 
   3.1  Anti-Dilution Rights.............................................   11 
   3.2  Private Offering.................................................   11 
   3.3  Public Offering..................................................   11 
   3.4  Limitations......................................................   11 
   3.5  Open Market Purchases to Maintain Ownership Percentage...........   12 
   3.6  Limitations on Holder's Ownership................................   12 
   3.7  Limitations on Holder's Resale of Company Securities.............   13 
ARTICLE 4 Company and Calgene Corporate Governance.......................   13 
   4.1  Composition of the Board of Directors and Calgene Board..........   13 
   4.2. Solicitation and Voting of Shares................................   15 
   4.3. Committees.......................................................   16 
   4.4. Approval Required for Certain Actions............................   17 
   4.5  Enforcement of this Agreement....................................   18 
   4.6. Certificate of Incorporation and By-laws.........................   19 
   4.7. Advisors.........................................................   19 
   4.8. Injunctive Relief................................................   19 
ARTICLE 5 Governance of Gargiulo.........................................   19 
   5.1. Board of Tomato Associates.......................................   19 
   5.2. Operating and Strategic Plans....................................   19 
   5.3. Compensation; Etc................................................   20 
   5.4  Certificate of Incorporation and By-Laws.........................   20 
   5.5  Effective Period.................................................   20 
   5.6. Injunctive Relief................................................   20 
ARTICLE 6 Miscellaneous..................................................   20 
   6.1  Governing Law....................................................   20 
   6.2  Successors and Assigns...........................................   20 
   6.3  Entire Agreement; Amendment......................................   20 
   6.4  Notices..........................................................   20 
   6.5  Delays or Omissions..............................................   21 
   6.6  Counterparts.....................................................   21 
   6.7  Severability.....................................................   21 
   6.8  Stock Legends....................................................   21 
   6.9  Sale of Assets of Tomato Associates..............................   21 
   6.10 Audits, Consultants and Inspections..............................   21 
   6.11 No Third Party Beneficiaries.....................................   22 
   6.12 Sections and Articles............................................   22 
   6.13 Headings.........................................................   22 

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STOCKHOLDERS AGREEMENT  

AGREEMENT made as of the    day of     , 1996, by and between Calgene II,   
Inc., a Delaware corporation, having its principal place of business at 1920    
Fifth Street, Davis, California 95616 (the "Company"), and Monsanto Company, a  
Delaware corporation, having its principal place of business at 800 North       
Lindbergh Boulevard, St. Louis, Missouri 63167 ("Monsanto").                    

WHEREAS, Calgene, Inc., a Delaware corporation ("Calgene"), and Monsanto    
have entered into an Agreement and Plan of Reorganization, dated as of October  
13, 1995 (the "Reorganization Agreement"), and certain other Transaction        
Agreements (as defined in the Reorganization Agreement) whereby Monsanto has    
acquired shares of the Company's common stock, par value $.001 per share        
("Common Stock") and may acquire additional shares of Common Stock;             

WHEREAS, the Company and Monsanto have agreed that the Company shall, at the
request of a Holder (as hereafter defined), register under the Securities Act   
of 1933, as amended ("Securities Act"), and register or qualify under any       
applicable state securities or blue sky laws the Common Stock of the Company    
acquired or to be acquired by Holder so as to permit a Holder to sell such      
Common Stock in the public markets; and                                         

WHEREAS, the Company and Monsanto have agreed on certain restrictions and   
obligations with respect to the management and operation of the Company,        
Calgene and Tomato Investment Associates, Inc., a Delaware corporation          
("Tomato Associates").                                                          

NOW, THEREFORE, in consideration of the premises and the mutual covenants   
and conditions herein contained, the Company and Monsanto hereby agree as       
follows:                                                                        

ARTICLE 1 

Effect of this Agreement  

1.1 Effect of this Agreement. Effective upon the date hereof, and subject   
only to the conditions set forth herein, all provisions relating to the         
granting of registration rights and covenants related thereto made by the       
Company and Monsanto shall be contained in this Agreement. The registration     
rights and covenants provided herein set forth the sole and entire agreement    
between the Company and Monsanto on the subject matter of registration rights.  

ARTICLE 2 

Compliance with Securities Act  

2.1 Certain Definitions. As used in this Agreement, the following terms     
shall have the following respective meanings (all terms defined in this         
Article 2 or in other provisions of this Agreement in the singular shall have   
the same meaning when used in the plural and vice versa):                       

"Affiliate" has the same meaning as in Rule 12b-2 promulgated under the     
Exchange Act.                                                                   

"Associate" has the same meaning as in Rule 12b-2 promulgated under the     
Exchange Act.                                                                   

"Board" or "Board of Directors" means the Board of Directors of the Company 
except where the context otherwise requires.                                    

"Calgene" has the meaning set forth in the recitals herein.                 

"Calgene Board" means the Board of Directors of Calgene.                    

"Calgene Director" means a member of the Calgene Board.                     

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"Commission" means the Securities and Exchange Commission or any other      
federal agency at the time administering the Securities Act.                    

"Common Stock" means the Common Stock, $.001 par value, of the Company.     

"Company" has the meaning set forth in the first paragraph hereof.          

"Company Credit Facility" means the Holding Company Credit Facility         
Agreement made as of even date herewith between the Company and Monsanto.       

"Company Director" means an Independent Director who is designated for such 
position by the Company in accordance with Section 4.1 hereof.                  

"Company Management Director" means a Director who is either the Chief      
Executive Officer or Chief Operating Officer of the Company (or, if the Chief   
Executive Officer is the Chief Operating Officer or if there is no Chief        
Operating Officer, then the next most highly ranking executive officer of the   
Company).                                                                       

"Company Securities" has the meaning set forth in Section 3.1 hereof.       

"Control Securities" means securities of the Company, other than Restricted 
Securities, owned by a Holder at the time such Holder would be deemed to be an  
Affiliate of the Company.                                                       

"Credit Facilities" means the Company Credit Facility and the Gargiulo      
Credit Facility.                                                                

"Director" means a member of the Board of Directors of the Company.         

"Effective Date" means the Closing Date as defined in the Reorganization    
Agreement.                                                                      

"Employment Agreements" has the meaning set forth in Section 6.9 hereof.    

"Exchange Act" means the Securities Exchange Act of 1934, as amended.       

"Equity Security" means (i) any Common Stock or other Voting Stock, (ii) any
securities of the Company convertible into or exchangeable for Common Stock or  
other Voting Stock or (iii) any options, rights or warrants (or any similar     
securities) issued by the Company to acquire Common Stock or other Voting       
Stock.                                                                          

"Financial Purchaser" means a Person (i) purchasing Company Securities from 
Monsanto for investment purposes or otherwise in the ordinary course of         
business and not for the purpose nor with the effect of changing or             
influencing the control of the Company and (ii) which Person is not already     
primarily in the same lines of business as the Company.                         

"Gargiulo" means Gargiulo, G.P. and Gargiulo, L.P. as such entities existed 
prior to the Effective Date.                                                    

"Gargiulo Business" means the business transacted by Tomato Associates after
the Effective Date, which business was transacted by Gargiulo prior to the      
Effective Date.                                                                 

"Gargiulo Credit Facility" means the Gargiulo Credit Facility Agreement made
as of even date herewith between the Company and Monsanto.                      

"Gargiulo, G.P." means Gargiulo G.P., Inc., a Delaware corporation.         

"Gargiulo, L.P." means Gargiulo, L.P., a Delaware limited partnership.      

"hereto", "hereunder", "herein", "hereof" and the like mean and refer to    
this Agreement as a whole and not merely to the specific article, section,      
paragraph or clause in which the respective word appears.                       

"Holder" means Monsanto and, subject to Section 2.9 hereof and except for   
purposes of Article 3 hereof, any subsequent holder of outstanding Registrable  
Securities.                                                                     

"Indemnified Party" has the meaning set forth in Section 2.6(c) hereof.     

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"Indemnifying Party" has the meaning set forth in Section 2.6(c) hereof.    

"Independent Director" means a Director or Calgene Director (i) who is not  
and has never been an officer or employee of Calgene, the Company, any          
Affiliate or Associate of Calgene or the Company or of a Person that derived    
five percent (5%) or more of its revenues or earnings in its most recent        
fiscal year from transactions involving Calgene, the Company or any Affiliate   
or Associate of Calgene or the Company, (ii) who is not and has never been an   
officer or employee of Monsanto, any Affiliate or Associate of Monsanto or of   
a Person that derived more than five percent (5%) of its revenues or earnings   
in its most recent fiscal year from transactions involving Monsanto or any      
Affiliate or Associate of Monsanto, (iii) who is not and never has been an      
officer or employee of Gargiulo, any Affiliate or Associate of Gargiulo or of   
a Person that derived more than five percent (5%) of its revenues or earnings   
in its most recent fiscal year from transactions involving Gargiulo or any      
Affiliate or Associate of Gargiulo, (iv) who has no affiliation, compensation,  
consulting or contracting arrangement with Calgene, the Company, Monsanto,      
Gargiulo or their respective Affiliates or Associates or any other Person such  
that a reasonable person would regard such Director as likely to be unduly      
influenced by management of Calgene, the Company or Monsanto, respectively      
(provided, however, that no Person shall be regarded as being unduly            
influenced by the management of Monsanto merely because such Person serves or   
previously served as a director of Monsanto or any Affiliate or Associate of    
Monsanto), and (v) who has an outstanding reputation for personal integrity     
and distinguished achievement in areas relevant to the Company.                 
Notwithstanding the foregoing, no member of the immediate family of any Person  
who does not qualify to be an Independent Director by reason of clause (i),     
(ii), (iii) or (iv) above shall be considered an Independent Director. For      
purposes of the preceding sentence, the term "immediate family" shall have the  
same meaning as set forth in Item 404(a) of Regulation S-K.                     

"Monsanto" has the meaning set forth in the first paragraph hereof.         

"Monsanto Management Director" means a Director or Calgene Director who is  
designated for such position by Monsanto in accordance with Section 4.1 hereof  
and who is or was an employee of Monsanto.                                      

"Monsanto Director" means a Director or Calgene Director, including any     
Monsanto Management Director, who is designated for such position by Monsanto   
in accordance with Section 4.1 hereof.                                          

"New Percentage Ownership" has the meaning set forth in Section 3.6(d)      
hereof.                                                                         

"Non-Financial Purchaser" means a Person, other than a Financial Purchaser, 
purchasing Company Securities from Monsanto.                                    

"Operating Plan" has the meaning set forth in Section 4.4(a)(ix) hereof.    

"Other Selling Stockholders" has the meaning set forth in Section 2.2(c)    
hereof.                                                                         

"Percentage Interest" means the percentage of outstanding Voting Stock that 
is controlled directly or directly by Monsanto and its Affiliates.              

"Person" means a corporation, association, partnership, joint venture,      
limited liability company, individual, trust, unincorporated organization, a    
government agency or political subdivision thereof and any other entity.        

"Preliminary Prospectus" means a preliminary prospectus as contemplated by  
Rule 430 or 430A under the Securities Act included at any time in the           
Registration Statement.                                                         

"Pre-Offering Percentage" has the meaning set forth in Section 3.1 hereof.  

"Prospectus" means (i) the prospectus as first filed with the Commission    
pursuant to Rule 424(b) under the Securities Act or, (ii) if no such filing is  
required, the form of final prospectus included in the Registration Statement   
at the effective date thereof or (iii) if a Term Sheet or Abbreviated Term      
Sheet (as such terms are defined in Rule 434(b) and 434(c), respectively,       
under the Securities Act) is filed with the Commission pursuant to Rule         
424(b)(7) under the Securities Act, the Term Sheet or Abbreviated Term Sheet    
and the last Preliminary Prospectus filed with the Commission prior to the      
time the Registration Statement became effective, taken together (including,    
in each case, the documents incorporated by reference therein pursuant to Item  
12 of Form S-3 under the Securities Act), together with any supplement to any   
of the foregoing.                                                               

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"Registration Statement" means any registration statement of the Company    
filed under the Securities Act which covers any of the Registrable Securities   
pursuant to the provisions of this Agreement, including the Prospectus          
relating thereto and all amendments and supplements to such registration        
statement, including post-effective amendments, all exhibits and all material   
incorporated or deemed to be incorporated by reference in such registration     
statement.                                                                      

"Registrable Securities" means shares of Common Stock issued or issuable    
pursuant to the Transaction Agreements and all such other securities of the     
Company acquired by a Holder.                                                   

"Register", "Registered" and "Registration", whether or not capitalized,    
mean and refer to a registration effected by preparing and filing a             
Registration Statement in compliance with the Securities Act and applicable     
rules and regulations thereunder, and the declaration or ordering of the        
effectiveness of such Registration Statement.                                   

"Registration Expenses" means all expenses incurred by the Company in       
compliance with this Article 2, including, without limitation, all              
registration fees, qualification fees, filing fees, advertising and road show   
expenses (excluding advertising and road show expenses incurred by a Holder),   
printing expenses, escrow fees, fees and disbursements of counsel for the       
Company, blue sky fees and expenses, and the expense of any special audits      
incident to or required by any such registration (but excluding the             
compensation of regular employees of the Company, which shall be paid in any    
event by the Company).                                                          

"Reorganization Agreement" has the meaning set forth in the recitals herein.

"Requesting Holder" means a Holder requesting any registration pursuant to  
Section 2.2 hereof.                                                             

"Restricted Securities" means the securities of the Company acquired by a   
Holder from the Company or an Affiliate of the Company otherwise than pursuant  
to a public offering.                                                           

"Section 16 Officers" has the meaning set forth in Section 4.3(b)(iii)      
hereof.                                                                         

"Securities Act" means the Securities Act of 1933, as amended.              

"Selling Expenses" means all underwriting discounts and selling commissions 
applicable to the sale of Registrable Securities.                               

"Strategic Plan" has the meaning set forth in Section 4.4(a)(ix) hereof.    

"Subsidiary" has the same meaning as in Rule 12b-2 promulgated under the    
Exchange Act.                                                                   

"Substantial Part" means more than ten percent (10%) of the total           
consolidated assets of the Company as shown on the Company's consolidated       
balance sheet as of the end of the most recent fiscal quarter ending prior to   
the time the determination is made.                                             

"Tomato Associates" has the meaning set forth in the recitals herein.       

"Transaction Agreements" has the meaning set forth in the Reorganization    
Agreement.                                                                      

"Trigger Event" means the earlier of any time that (i) Monsanto's Percentage
Interest is at least fifty-five percent (55%) or (ii) the Company elects to     
convert borrowings made from Monsanto into Equity Securities and Monsanto's     
Percentage Interest is at least fifty percent (50%) after such conversion.      

"Two Senior Gargiulo Officers" has the meaning set forth in Section 5.3     
hereof.                                                                         

"Unaffiliated Equity Holders" means holders of Equity Securities other than 
Monsanto or any of its Affiliates.                                              

"Voting Stock" means securities having the right to vote generally in any   
election of Directors of the Company (other than solely by reason of the        
occurrence of an event).                                                        

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2.2 Requested Registration.                                                 

(a) Request for Registration. Holders of Registrable Securities shall have  
the right to request (with such requests in writing and stating the number of   
shares of Registrable Securities to be disposed of and the intended method of   
disposition of shares by such Holders) up to two (2) registrations on Form S-3  
(and up to two (2) additional registrations on Form S-3 for each conversion of  
outstanding principal or interest into shares of Common Stock upon the          
occurrence of an "Event of Default" under the Company Credit Facility or the    
Gargiulo Credit Facility (as defined in each such Credit Facility,              
respectively)) at the Company's expense and an unlimited number of additional   
registrations on Form S-3 at the selling Holder's expense, provided that the    
requests for additional registrations are made by Holders of at least ten       
percent (10%) of the Registrable Securities, subject only to the following:     

(i) The Company shall not be required to effect a registration pursuant 
to this Section 2.2 prior to September 30, 1998, unless an Event of Default 
has occurred and is continuing under the Company Credit Facility or under   
the Gargiulo Credit Facility, in which event the Company shall be required  
to effect a registration pursuant to this Section 2.2 at any time upon the  
request of a Holder with respect to any shares of Common Stock issued to a  
Holder upon conversion of outstanding principal or accrued interest under   
either the Company Credit Facility or the Gargiulo Credit Facility after    
the occurrence of an Event of Default under either of such agreements.      

(ii) The Company shall not be required to effect a registration pursuant
to this Section 2.2 within one hundred eighty (180) days after the          
effective date of the last such registration pursuant to this Section 2.2.  

(iii) The Company shall not be required to effect a Registration        
Statement in any particular jurisdiction in which the Company would be      
required to execute a general consent to service of process in effecting    
such registration, qualification or compliance, unless the Company is       
already subject to service in such jurisdiction and except as may be        
required by the Securities Act or applicable rules or regulations           
thereunder.                                                                 

 (iv) The Company shall not be required to effect a Registration Statement
for a period of not more than ninety (90) days immediately following the    
delivery of a certificate signed by the President of the Company to the     
Requesting Holders stating that, in the good-faith judgment of the Board of 
Directors of the Company, it would be seriously detrimental to the Company  
and its shareholders for such Registration Statement to be filed on or      
before the date filing would otherwise be required hereunder; provided,     
however, that the Company may not utilize this right more than once in any  
twelve (12) month period and the Company may not exercise this right based  
on the fact that the Company has recently registered any of its securities  
for the account of a security holder or holders exercising their respective 
demand registration rights.                                                 

If the Company cannot qualify for registration on Form S-3, then the Company
shall effect any registration required or requested by the Holder on Form S-1,  
or such other appropriate form, in which event this Section 2.2 shall apply in  
all respects as if the words "Form S-3" were replaced by the words "Form S-1"   
or the appropriate designation for such other form.                             

(b) Notice of Inclusion. The Company shall give written notice to all       
Holders of Registrable Securities of the receipt of a request for registration  
pursuant to this Section 2.2 and shall provide a reasonable opportunity for     
other Holders to participate in the registration; provided, however, that, if   
the registration is for an underwritten offering, then the terms of Section     
2.2(c) hereof shall apply to all participants in such offering. Subject to the  
foregoing, the Company shall use its best efforts to effect promptly the        
registration of all shares of Registrable Securities on Form S-3 to the extent  
requested by the Holder or Holders thereof for purposes of disposition.         

(c) Underwriting. If the Requesting Holders intend to distribute the        
Registrable Securities covered by their request by means of an underwriting,    
then they shall so advise the Company as a part of their request made pursuant  
to this Section 2.2, and the Company shall include such information in the      
written notice referred to in Section 2.2(b) hereof. The right of any Holder    
to registration pursuant to this Section 2.2 shall be conditioned               

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upon such Holder's participation in such underwriting and the inclusion of      
such Holder's Registrable Securities in the underwriting to the extent          
requested and to the extent provided herein.                                    

The Company shall (together with all Holders proposing to distribute their  
securities through such underwriting) enter into an underwriting agreement in   
customary form with the representative of the underwriter or underwriters of    
recognized national standing, selected for such underwriting by a majority in   
interest of the Requesting Holders and reasonably acceptable to the Company.    
Notwithstanding any other provision of this Section 2.2, if the representative  
advises the Requesting Holders in writing that marketing factors require a      
limitation on the number of shares to be underwritten, then the Requesting      
Holders shall so advise all Holders, and the number of shares of Registrable    
Securities that may be included in the registration and underwriting shall be   
allocated first among all Holders thereof in proportion, as nearly as           
practicable, to the respective amounts of Registrable Securities held by such   
Holders at the time of filing the Registration Statement. No Registrable        
Securities excluded from the underwriting by reason of the underwriter's        
marketing limitation shall be included in such registration.                    

If any Holder of Registrable Securities disapproves of the terms of the     
underwriting, then such person may elect to withdraw therefrom by written       
notice to the Company, the underwriter and the Requesting Holders. The          
Registrable Securities and/or other securities so withdrawn shall also be       
withdrawn from registration; provided, however, that, if, by the withdrawal of  
such Registrable Securities, a greater number of Registrable Securities held    
by other Holders may be included in such registration (up to the maximum of     
any limitation imposed by the underwriters), then the Company shall offer to    
all Holders who have included Registrable Securities in the registration the    
right to include additional Registrable Securities in the same proportion used  
to determine the underwriter limitation in this Section 2.2(c).                 

If the underwriter has not limited the number of Registrable Securities to  
be underwritten, then the Company and its executive officers, and such other    
Persons as are determined by the Board of Directors, their successors, and      
their assigns ("Other Selling Stockholders"), may include securities for their  
own account in such registration if the underwriter so agrees and if the        
number of Registrable Securities held by the Holders that would otherwise have  
been included in such registration and underwriting will not thereby be         
limited for any reason, including but not limited to the price for which the    
Registrable Securities will be sold. To the extent that the underwriter wishes  
to limit the number of shares to be included in the registration on behalf of   
the Company and the Other Selling Stockholders, the shares of Common Stock to   
be registered held by the Other Selling Stockholders shall be excluded from     
such offering prior to excluding any shares held by the Company and those held  
by the Company shall be excluded prior to excluding any Registrable Securities  
held by the Holders.                                                            

2.3 Company Registration.                                                   

(a) Notice and Inclusion. If, at any time after September 30, 1998, the     
Company shall determine to register any of its securities for its own account,  
other than a registration relating solely to employee benefit plans, or a       
registration relating solely to a Commission Rule 145 transaction, the Company  
shall:                                                                          

(i) promptly give to each Holder written notice thereof (which shall    
include a list of the jurisdictions in which the Company intends to attempt 
to qualify such securities under the applicable blue sky or other state     
securities laws); and                                                       

(ii) include in such registration (and any related qualification under  
blue sky laws or other compliance), and in any underwriting involved        
therein, all Registrable Securities specified in a written request or       
requests, within twenty (20) days after receipt of the written notice from  
the Company, by any Holder or Holders.                                      

(b) Underwriting. If the registration of which the Company gives notice is  
for a registered public offering by the Company of its securities through an    
underwriting, then the Company shall so advise the Holders as a part of the     
written notice given pursuant to Section 2.3(a)(i) hereof. In such event, the   
right of any Holder to registration pursuant to this Section 2.3 shall be       
conditioned upon such Holder's participation in such underwriting and the       
inclusion of such Holder's Registrable Securities in the underwriting to the    
extent provided                                                                 

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herein. All Holders proposing to distribute their securities through such       
underwriting shall (together with the Company, and all the Other Selling        
Stockholders distributing their securities through such underwriting) enter     
into an underwriting agreement in customary form with the underwriter or        
underwriters selected for underwriting by the Company. Notwithstanding any      
other provision of this Section 2.3, if the underwriter determines that         
marketing factors require a limitation on the number of shares to be            
underwritten, then the underwriter may exclude from such registration and       
underwriting some or all of the Registrable Securities held by the Holders or   
the stock held by Other Selling Stockholders in accordance with this Section    
2.3(b). The Company shall so advise all Holders and all Other Selling           
Stockholders distributing their securities through such underwriting, and (i)   
as to the first registration in which Holders are entitled to participate       
pursuant to this Section 2.3, the number of Registrable Securities and other    
securities that may be included in the registration and underwriting shall be   
allocated among all Holders thereof on the basis that shares held by all the    
Other Selling Stockholders who are not Holders shall first be excluded to the   
extent required and, if further exclusion is necessary, shares held by the      
selling Holders shall then be excluded; provided, however, that, as among the   
respective Other Selling Stockholders as a group on the one hand and the        
Holders as a group on the other hand suffering such exclusion, the exclusion    
shall be in proportion, as nearly as practicable, to the amount of securities   
entitled to inclusion in such registration held by each of the Other Selling    
Stockholders as a group and each of the Holders at the time of filing the       
Registration Statement; and (ii) as to all subsequent registrations, the        
number of shares of Registrable Securities and other securities that may be     
included in the registration and underwriting shall be allocated among all      
Other Selling Stockholders and the Holders in proportion, as nearly as          
practicable, to the respective amounts of securities entitled to inclusion in   
such registration held by all such Other Selling Stockholders and Holders at    
the time of filing the Registration Statement. For purposes of the              
apportionment provisions in clause (i) above, for any selling Holder that is a  
partnership or corporation, the partners, retired partners, and shareholders    
of such Holder, the estate and family members of such partners and retired      
partners, and any trusts for the benefit of any of the foregoing persons shall  
be deemed to be a single "selling Holder," and any pro rata reduction with      
respect to such selling Holder shall be based upon the aggregate number of      
shares carrying registration rights owned by all entities and individuals       
included in such "selling Holder," as defined in this sentence. If any Other    
Selling Stockholder or Holder disapproves of the terms of any such              
underwriting, he may elect to withdraw therefrom by written notice to the       
Company and the underwriter. Any securities excluded or withdrawn from such     
underwriting shall be withdrawn from such registration.                         

2.4 Expenses of Registration. All Registration Expenses incurred in         
connection with any registration, qualification or compliance pursuant to this  
Article 2 shall be borne by the Company; provided, however, that the            
Registration Expenses for the fifth and all subsequent registrations under      
Section 2.2(a) hereof requested by the Holders shall be borne by the            
requesting Holders pro rata on the basis of the number of their shares so       
registered. All Selling Expenses relating to the securities registered by       
Holders and, if applicable, Other Selling Stockholders, and fees and            
disbursements of counsel, shall be borne by the Holders or the Other Selling    
Stockholders, as the case may be, of such securities pro rata on the basis of   
the number of their shares so registered.                                       

2.5 Registration Procedures.                                                

(a) Company shall use its best efforts to register or qualify the           
Registrable Securities covered by such Registration Statement under such other  
securities or blue sky laws of such United States jurisdictions as Holder       
shall reasonably request and do any and all acts and things which may be        
necessary or desirable to enable Holder to consummate the public sale or other  
disposition in such jurisdictions; provided, however, that Company shall not    
be required in connection therewith or as a condition thereto to qualify to do  
business or file a general consent to service of process in any such            
jurisdictions.                                                                  

(b) The Company represents and warrants that, on the date of its            
effectiveness, the Registration Statement will comply in all material respects  
with the applicable requirements of the Securities Act and the rules            
thereunder, including without limitation Rule 415; on the date of its           
effectiveness, the Registration Statement will not contain any untrue           
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements made therein not    
misleading; provided, however, that no                                          

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representation is made by Company with respect to information relative to any   
Holder; and the Prospectus will not include any untrue statement of a material  
fact or omit to state a material fact necessary in order to make the            
statements therein, in light of the circumstances under which they were made,   
not misleading; provided, however, that no representation is made by Company    
with respect to information relative to any Holder.                             

(c) If, at any time or times while the Registration Statement is effective, 
Company notifies Holder that a development has occurred or is pending which,    
based upon consultation with Company's legal counsel, Company reasonably        
believes may cause the then current Prospectus not to be in compliance with     
applicable securities laws, then Holder shall refrain from delivering the       
Prospectus and from making any offers or sales of Registrable Securities        
requiring the delivery of the Prospectus until such time as Company either      
notifies Holder that the Prospectus complies with such laws or delivers an      
amended Prospectus in replacement of the deficient Prospectus. Company shall    
use its reasonable best efforts to minimize the time during which Holder must   
so refrain, and no more than one (1) such period of refrain shall be imposed    
during any period of one hundred eighty (180) days.                             

(d) At least two (2) business days prior to the initial filing of the       
Registration Statement or Prospectus and no fewer than two (2) business days    
prior to the filing of any amendment or supplement thereto (including any       
document that would be incorporated or deemed to be incorporated therein by     
reference), Company shall furnish Holder, its legal counsel and the managing    
underwriter, if any, copies of all such documents proposed to be filed, which   
documents (other than those incorporated or deemed to be incorporated by        
reference) shall be subject to review of Holder, its legal counsel and such     
underwriters, if any, and Company shall cause its officers and directors and    
the independent certified public accountants to Company to respond to such      
inquiries as shall be necessary, in the opinion of respective counsel to        
Company and any such underwriters, to conduct a reasonable investigation        
within the meaning of the Securities Act. Company shall not file any such       
Registration Statement or Prospectus or any amendments or supplements thereto   
to which Holder, its legal counsel, or the managing underwriters, if any,       
shall reasonably object on a timely basis (i.e., within two (2) business days   
of receipt thereof).                                                            

(e) Company shall promptly notify Holder when the Registration Statement is 
declared effective; notify Holder of any stop-order or similar proceeding by    
the Commission or any state securities authority; and furnish such number of    
Prospectuses, Prospectus supplements and other documents incident thereto as    
Holder from time to time may reasonably request.                                

(f) In the event of any breach by Company of the provisions of Section 2.2, 
2.3, 2.4 or 2.5, the parties agree that Holder will suffer irreparable harm.    
Accordingly, the parties agree that the provisions of Sections 2.2, 2.3, 2.4    
and 2.5 are specifically enforceable by Holder and that Holder shall be         
entitled to temporary and permanent injunctive relief against Company and the   
other rights and remedies to which Holder may be entitled to at law, in equity  
or under this Agreement for any such breach.                                    

2.6 Indemnification.                                                        

(a) Indemnification by the Company. The Company shall indemnify each Holder 
with respect to which registration, qualification or compliance has been        
effected pursuant to this Article 2, each of its officers, directors,           
employees, agents and partners, each Person controlling such Holder within the  
meaning of Section 15 of the Securities Act, each underwriter, if any, and      
each Person who controls any underwriter within the meaning of Section 15 of    
the Securities Act, against all expenses, claims, losses, damages and           
liabilities (or actions in respect thereof), including any of the foregoing     
incurred in settlement of any litigation, commenced or threatened, arising out  
of or based on any untrue statement (or alleged untrue statement) of a          
material fact contained in any Prospectus, offering circular or other document  
(including any related Registration Statement, notification or the like)        
incident to any such registration, qualification or compliance, or based on     
any omission (or alleged omission) to state therein a material fact required    
to be stated therein or necessary to make the statements therein not            
misleading, or any violation by the Company of the Securities Act or any rule   
or regulation thereunder applicable to the Company and relating to action or    
inaction required of the Company in connection with any such registration,      
qualification or compliance. The Company shall reimburse each such Holder,      
each of its                                                                     

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officers, directors, employees, agents and partners, and each Person            
controlling such Holder, each such underwriter and each Person who controls     
any such underwriter for any legal and any other expenses reasonably incurred   
in connection with investigating, preparing or defending any such expense,      
claim, loss, damage, liability or action; provided, however, that the Company   
shall not be liable in any such case to the extent that any such claim, loss,   
damage, liability, action or expense arises out of or is based on any untrue    
statement or omission or alleged untrue statement or omission made in reliance  
upon and in conformity with written information furnished to the Company by an  
instrument duly executed by such Holder or underwriter and stated to be         
specifically for use therein.                                                   

(b) Indemnification by the Holders. To the extent set forth in the second   
sentence of this Section 2.6(b), each Holder shall, if Registrable Securities   
or other securities held by such Holder are included in the securities as to    
which such registration, qualification or compliance is being effected,         
indemnify the Company, each of its directors, officers, employees and agents,   
each underwriter, if any, of the Company's securities covered by such a         
Registration Statement, each Person who controls the Company or such            
underwriter within the meaning of Section 15 of the Securities Act, each other  
such Holder, each of such other Holder's officers, directors, employees,        
agents and partners, and each Person controlling such Holder within the         
meaning of Section 15 of the Securities Act against all expenses, claims,       
losses, damages and liabilities (or actions in respect thereof), including any  
of the foregoing incurred in settlement of any litigation, commenced or         
threatened, arising out of or based on any untrue statement (or alleged untrue  
statement) of a material fact made by the Holder and contained in any such      
Registration Statement, Prospectus, offering circular or other document, or     
any amendment or supplement thereto or incident to any such registration,       
qualification or compliance or based on any omission (or alleged omission) to   
state therein a material fact required to be made by the Holder and stated      
therein or necessary to make the statements therein not misleading or any       
violation by the Company of any rule or regulation promulgated under the        
Securities Act applicable to the Company in connection with such registration,  
qualification or compliance as a result of any statement (or based on any       
omission to state or alleged omission) required to be made by such Holder.      
Each such Holder shall reimburse the Company, such other Holders, directors,    
officers, employees, agents, partners, Persons, underwriters and control        
persons for any legal or any other expenses reasonably incurred in connection   
with investigating, preparing or defending any such expense, claim, loss,       
damage, liability or action, in each case to the extent, but only to the        
extent, that such untrue statement (or alleged untrue statement) or omission    
(or alleged omission) is made in such Registration Statement, Prospectus,       
offering circular or other document or any amendment or supplement thereto in   
reliance upon and in conformity with written information furnished by the       
Holder to the Company by an instrument duly executed by such Holder and stated  
to be specifically for use therein; provided, however, that the obligations of  
such Holders hereunder shall be limited to an amount equal to the proceeds to   
each such Holder of Registrable Securities sold as contemplated herein in       
connection with the particular registration, qualification or compliance        
involved.                                                                       

(c) Notice. Each party entitled to indemnification under this Section 2.6   
(the "Indemnified Party") shall give notice to the party required to provide    
indemnification (the "Indemnifying Party") promptly after such Indemnified      
Party has actual knowledge of any claim as to which indemnity may be sought     
and shall permit the Indemnifying Party to assume the defense of any such       
claim or any litigation resulting therefrom; provided, however, that counsel    
for the Indemnifying Party, who shall conduct the defense of such claim or any  
litigation resulting therefrom, shall be approved by the Indemnified Party      
(whose approval shall not unreasonably be withheld), and that the Indemnified   
Party may participate in such defense at its own expense; and provided further  
that the failure of any Indemnified Party to give notice as provided herein     
shall not relieve the Indemnifying Party of its obligations under this Section  
2.6 unless such failure resulted in detriment to the Indemnifying Party. No     
Indemnifying Party, in the defense of any such claim or litigation, shall,      
except with the consent of each Indemnified Party, consent to entry of any      
judgment or enter into any settlement which does not include as an              
unconditional term thereof the giving by the claimant or plaintiff to such      
Indemnified Party of a release from all liability in respect to such claim or   
litigation.                                                                     

2.7 Information by Holder. Each Holder or Holders of Registrable Securities 
in any registration shall furnish to the Company such information regarding     
such Holder or Holders and the distribution proposed by                         

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such Holder or Holders as the Company may reasonably request in writing but     
only to the extent as shall be required in connection with any registration,    
qualification or compliance referred to in this Article 2.                      

2.8 Rule 144 Reporting. With a view to making available the benefits of     
certain rules and regulations of the Commission which may permit the sale of    
the Restricted Securities or Control Securities to the public without           
registration, the Company agrees to:                                            

 (a) Use its best efforts to make and keep public information available as
those terms are understood and defined in Rule 144 under the Securities     
Act;                                                                        

(b) Use its best efforts to file with the Commission in a timely manner 
all reports and other documents required of the Company under the           
Securities Act and the Exchange Act (at any time after it has become        
subject to such reporting requirements);                                    

(c) For so long as a Holder owns any Restricted Securities or Control   
Securities, furnish to the Holder forthwith upon request (i) a written      
statement by the Company as to its compliance with the reporting            
requirements of Rule 144 and of the Securities Act and the Exchange Act,    
(ii) a copy of the most recent annual or quarterly report of the Company,   
and (iii) such other reports and documents so filed as such Holder may      
reasonably request in availing itself of any rule or regulation of the      
Commission allowing a Holder to sell any such securities without            
registration; and                                                           

(d) When any Holder qualifies under Rule 144 for the unrestricted right 
of sale under Rule 144, the Company shall, upon written request of such     
Holder (such request to include sufficient detail as to establish how the   
Holder so qualifies under Rule 144), promptly remove any restrictive legend 
that may have been placed on any Restricted or Control Securities and issue 
Common Stock of the Company free of such restrictive or other legends.      

2.9 Transfer of Registration Rights. The rights to cause the Company to     
register the Registrable Securities granted to each Holder by the Company       
under Sections 2.2 and 2.3 hereof may be transferred or assigned to a           
transferee or assignee in connection with the transfer or assignment of not     
less than one million (1,000,000) shares of the Registrable Securities;         
provided, however, that the Company shall be entitled to notice of any such     
transfer of registration rights within thirty (30) days of the date such        
transfer is effected.                                                           

2.10 Limitations on Subsequent Registration Rights. No owner or prospective 
owner of securities of the Company shall have any registration rights other     
than as set forth in this Agreement. The Company shall not, without the prior   
written consent of the Holders (which consent shall not be unreasonably         
withheld) of not less than sixty-six and two-thirds percent (66 2/3%) of the    
Registrable Securities then held by Holders, enter into any agreement with any  
owner or prospective owner of any securities of the Company that would allow    
such owner or prospective owner to include such securities in any registration  
filed under this Article 2 if such inclusion would adversely affect the rights  
of any Holder.                                                                  

2.11 Termination of Registration Rights. The registration rights granted    
pursuant to this Article 2 shall terminate as to each Holder at such time as    
(a) all Registrable Securities can be sold within a given three (3) month       
period without compliance with the registration requirements of the Securities  
Act pursuant to Rule 144 supported by a written opinion of legal counsel for    
the Company, which opinion shall be reasonably satisfactory in form and         
substance to legal counsel for such Holders, and (b) all accrued interest and   
principal under the Company Credit Facility and the Gargiulo Credit Facility    
has been repaid in full or converted into Common Stock of the Company (and      
such Common Stock can be sold as provided in (a) above).                        

2.12 "Market Stand-off" Agreement. Each Holder hereby agrees that, to the   
extent requested by the Company and an underwriter of a sale of Common Stock    
(or other securities) of the Company for the account of the Company and not     
for the account of a security holder or holders exercising their respective     
demand registration rights, it shall not sell or otherwise transfer or dispose  
of (other than to transferees who agree to be similarly bound) any Registrable  
Securities during the ninety (90) day period following the effective date of a  

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registration statement of the Company filed under the Securities Act;           
provided, however, that all officers and directors of the Company, all Other    
Selling Stockholders and all other Persons with registration rights (whether    
or not pursuant to this Agreement) shall enter into similar agreements. To      
enforce the foregoing covenant, the Company may impose stop-transfer            
instructions with respect to the Registrable Securities of each Holder (and     
the shares or securities of every other Person subject to the foregoing         
restriction) until the end of such ninety (90) day period.                      

ARTICLE 3 

Anti-Dilution Rights and Limitations on Owner 

3.1 Anti-Dilution Rights. If, at any time after the Effective Date, Company 
agrees to sell shares of its Common Stock or other Voting Stock ("Company       
Securities") in a private or public offering (other than Company Securities     
issued pursuant to the Company's stock option plans), Holder shall have the     
right, but not the obligation, to acquire all or any portion of the Company     
Securities sufficient for Holder to maintain, after the offering, the same      
percentage of ownership of issued and outstanding Company Securities that       
Holder possessed immediately prior to the offering (the "Pre-Offering           
Percentage"). With respect to the issuance of Company Securities pursuant to    
the Company's stock option plans, Holder shall have a right to maintain its     
percentage ownership of issued and outstanding Company Securities by making     
open market purchases as provided in Section 3.5 hereof.                        

3.2 Private Offering. With respect to a private offering, other than        
pursuant to a Company stock option plan, Company shall, within five (5)         
business days after the execution of any agreement entered into in connection   
with such private offering, notify Holder in writing of the proposed offering   
and provide Holder with copies of all related documentation, including, for     
example, any letter of intent and the final contract. Holder shall have twenty  
(20) business days from the date of receipt of Company's notice in which to     
advise Company whether Holder elects to exercise its rights under Section 3.1   
hereof. If Holder does not respond, or if Holder indicates that it will not     
exercise its rights, Holder shall be considered irrevocably to have waived its  
rights under Section 3.1 hereof with respect to such specific private           
offering. If Holder timely advises Company that Holder will exercise its        
rights under Section 3.1 hereof, Holder shall have the right to acquire all or  
any portion of the necessary amount of the Company Securities to maintain       
Holder's Pre-Offering Percentage at the price or value of the consideration     
specified in the private offering agreement entered into between Company and    
the purchaser. Closing shall be in accordance with the terms of the private     
offering agreement, and Holder shall make such investment representations to    
Company and shall provide Company with such other documentation at closing as   
is reasonably required by Company to comply with applicable securities laws.    

3.3 Public Offering. With respect to a public offering, Company shall notify
Holder no later than five (5) business days after Company has entered into a    
letter of intent with its underwriters, and shall provide Holder with a copy    
of the letter of intent. Holder shall have twenty (20) business days from the   
date of receipt of Company's notice in which to advise Company whether Holder   
elects to exercise its rights under Section 3.1 hereof. If Holder does not      
respond or if Holder indicates that it will not exercise its rights, Holder     
shall be considered irrevocably to have waived its rights under Section 3.1     
hereof with respect to the public offering. If Holder timely advises Company    
that Holder desires to retain its rights under Section 3.1 hereof, then, when   
Company files a Registration Statement containing a Preliminary Prospectus      
with the Commission, Company shall provide Holder with copies of the            
Preliminary Prospectus and all subsequent amendments. Holder shall have twenty  
(20) business days from its receipt of the Preliminary Prospectus in which to   
exercise its rights under Section 3.1 hereof by making an offer to acquire all  
or any portion of the necessary amount of Company Securities to maintain        
Holder's Pre-Offering Percentage based on the price, less all Selling           
Expenses, and the other terms contained in the final Prospectus. No such offer  
to buy shall be accepted prior to the time that the Registration Statement      
becomes effective. The Registration Statement shall indicate that Holder has    
anti-dilution rights to purchase Company Securities on the terms offered to     
the public.                                                                     

3.4 Limitations. Notwithstanding the preceding provisions of this Article 3,
Company shall not be required to issue any fractional shares as a result of     
Holder's exercise of its rights under Section 3.1 hereof.                       

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Company shall not be required to transfer any Company Securities to Holder      
under this Article 3 if to do so would result in the violation of any           
applicable law, rule or regulation.                                             

3.5 Open Market Purchases to Maintain Ownership Percentage. Notwithstanding 
any other provision hereof, at any time after the Effective Date, Holder may    
make such open market purchases of Company Securities as are necessary to       
maintain Holder's percentage of ownership of issued and outstanding Company     
Securities at forty-nine and nine-tenths percent (49.9%) (or such higher        
percentage as may be permitted under Section 3.6 hereof) or to increase its     
percentage of ownership of issued and outstanding Company Securities to forty-  
nine and nine-tenths percent (49.9%) (or such higher percentage as may be       
permitted under Section 3.6 hereof). With respect to the issuance of Company    
Securities pursuant to a Company stock option plan or any warrant, conversion   
right or other option, Company shall notify Holder no later than ten (10)       
calendar days after the end of each calendar quarter and within ten (10)        
calendar days of the record date for a shareholder meeting and for dividend     
payments for Company Securities of the number of shares and issuance price of   
Company Securities issued pursuant to Company's stock option plans or any       
warrant, conversion right or other option subsequent to the last notice given   
pursuant to this Section 3.5 so as to enable Holder to make open market         
purchases of Company Securities as permitted under this Section 3.5.            

3.6 Limitations on Holder's Ownership. Except for purchases of Company      
Securities made in accordance with this Article 3, during the term of this      
Agreement, Holder shall not directly or indirectly acquire any Company          
Securities except as follows:                                                   

(a) Prior to the first anniversary of the Effective Date, Holder shall  
not increase its percentage of ownership of issued and outstanding Company  
Securities above forty-nine and nine-tenths percent (49.9%) except through  
one (1) or more of the following:                                           

(i) Conversion of principal and/or interest under the Company Credit
Facility or the Gargiulo Credit Facility into shares of Common Stock;   

(ii) Issuance of Company Securities in an asset sale by Holder to   
Company; and                                                            

(iii) A tender offer by Holder for no less than one hundred percent 
(100%) of the publicly-traded Company Securities at a price approved by 
the disinterested Directors of Company and based upon a fairness        
opinion delivered to the Board of Directors of the Company by an        
investment banking firm.                                                

(b) On and after the first anniversary of the Effective Date until the  
earlier of September 30, 1998, or the third anniversary of the Effective    
Date, Holder shall not increase or further increase its ownership of issued 
and outstanding Company Securities above forty-nine and nine-tenths percent 
(49.9%) except through one (1) or more of the following:                    

(i) Conversion of principal and/or interest under the Company Credit
Facility or the Gargiulo Credit Facility into shares of Common Stock;   

(ii) Issuance of Company Securities in an asset sale by Holder to   
Company; and                                                            

(iii) A tender offer by Holder to increase its ownership to seventy 
percent (70%) or more of the issued and outstanding Company Securities  
at a price approved by the disinterested Directors of Company and based 
upon a fairness opinion delivered to the Board of Directors of the      
Company by an investment banking firm; provided, however, that, if      
Holder makes a tender offer to increase its ownership to more than      
eighty percent (80%) of the issued and outstanding Company Securities,  
such tender offer must be for one hundred percent (100%) of the         
publicly traded Company Securities.                                     

(c) After the earlier of September 30, 1998, or the third anniversary of
the Effective Date, Holder may increase its ownership of Company Securities 
through open market purchases or otherwise.                                 

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(d) If, at any time after the Effective Date, Holder shall elect to     
increase its percentage of ownership of issued and outstanding Company      
Securities above forty-nine and nine-tenths percent (49.9%) as provided in  
paragraphs (a) and/or (b) above (such increased percentage hereafter being  
the "New Percentage Ownership"), then thereafter Holder may make such open  
market purchases of Company Securities as are necessary to maintain such    
New Percentage Ownership or to increase its percentage of ownership of      
issued and outstanding Company Securities to such New Percentage Ownership. 

(e) Holder shall not be required to dispose of any Company Securities if
Holder's percentage ownership of Company Securities is increased as a       
result of any recapitalization by Company or any other action taken by      
Company.                                                                    

3.7 Limitations on Holder's Resale of Company Securities. Holder shall not  
directly or indirectly sell any Company Securities (other than to an Affiliate  
of Holder) except as follows:                                                   

(a) On and after the first anniversary of the Effective Date until the  
earlier of September 30, 1998, or the third anniversary of the Effective    
Date, Holder may sell Company Securities (i) as part of a joint venture,    
merger or sale of all or substantially all of its current Crop Protection   
business unit, as such business may be subsequently renamed or reorganized, 
or (ii) pursuant to a tender offer by a third party to the shareholders of  
Company.                                                                    

(b) After the earlier of September 30, 1998, or the third anniversary of
the Effective Date, in addition to the rights to sell Company Securities    
set forth in paragraph (a) above, Holder may sell Company Securities (i) in 
a registered public offering pursuant to the registration rights granted to 
Holder under this Agreement, (ii) through sales pursuant to Rule 144 under  
the Securities Act, (iii) through sales of not more than ten percent (10%)  
of the total issued and outstanding Company Securities to a Non-Financial   
Purchaser, or (iii) through sales to a Financial Purchaser.                 

 (c) After the earlier of September 30, 1999, or the fourth anniversary of
the Effective Date, in addition to the rights to sell Company Securities as 
set forth in paragraphs (a) and (b) above, Holder may sell Company          
Securities through a private sale of thirty-five percent (35%) or more of   
the total issued and outstanding Company Securities to a Non-Financial      
Purchaser under circumstances where such third party assumes the applicable 
and proportionate rights and obligations of Holder under this Agreement and 
the other Transaction Agreements.                                           

(d) Notwithstanding the foregoing, at any time after the Effective Date,
Holder may sell Company Securities issued to Holder upon conversion by      
Holder of principal or accrued interest under either of the Credit          
Facilities after the occurrence of an Event of Default under either of such 
Credit Facilities.                                                          

ARTICLE 4 

Company and Calgene Corporate Governance  

4.1 Composition of the Board of Directors and Calgene Board. The composition
of the Board of Directors and of the Calgene Board and manner of selecting      
members thereof shall be as follows:                                            

(a) At and after the Effective Date, each of the Board of Directors and 
the Calgene Board shall be comprised of nine (9) directors. The number of   
such Directors and Calgene Directors may be increased only in accordance    
with Section 4.1(c) or Section 4.4(a)(xii) hereof. The parties agree that   
the composition of, and the governance provisions relating to, the Board of 
Directors and the Calgene Board shall be identical, and that the provisions 
of this Section 4.1 set forth below and of Sections 4.3(c) and 4.3(d)       
hereof shall be deemed to apply equally to the Calgene Board and Calgene    
Directors. Accordingly, when applied to the Calgene Board, the term         
"Director" shall be deemed to mean "Calgene Director", the term "Company",  
whether used alone or as a modifier, shall be deemed to mean "Calgene", and 
the term "Board of Directors" shall be deemed to mean "Calgene Board".      

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(b) At the Effective Date and until the occurrence of a Trigger Event,  
the Board of Directors shall consist of two (2) Company Management          
Directors, three (3) Company Directors designated by the Company, and four  
(4) Directors designated by Monsanto, at least one (1) of which is an       
Independent Director (consistent with Monsanto's current intent, the        
Directors to be designated by Monsanto (other than the Independent          
Director) will initially be Hendrik A. Verfaillie, Robert T. Fraley and     
Jeffrey D. Gargiulo).                                                       

(c) At and after the occurrence of a Trigger Event, the Board of        
Directors shall be comprised of eleven (11) Directors and Monsanto shall,   
subject to paragraph (d) below, have the right to designate two (2)         
additional Directors for a total of six (6) Directors.                      

(d) At any time that Monsanto's Percentage Interest is at least seventy 
percent (70%), (i) Monsanto shall have the right to designate eight (8)     
Directors, to consist of the two (2) Company Management Directors and six   
(6) other Monsanto Directors (including at least one (1) Independent        
Director) and (ii) the Company shall have the right to designate three (3)  
Independent Directors. At such time as Monsanto's Percentage Interest is at 
least ninety-nine percent (99%), Monsanto shall have the right to designate 
all of the Directors.                                                       

 (e) Notwithstanding anything in the foregoing paragraphs (b), (c) and (d)
to the contrary, (i) at any time Monsanto's Percentage Interest is less     
than forty percent (40%) but at least twenty percent (20%), Monsanto shall  
have the right to designate three (3) Directors, (ii) at any time           
Monsanto's Percentage Interest is less than twenty percent (20%) but at     
least ten percent (10%), Monsanto shall have the right to designate two (2) 
Directors and (iii) at any time Monsanto's Percentage Interest is less than 
ten percent (10%) but at least five percent (5%), Monsanto shall have the   
right to designate one (1) Director. If, at any time, Monsanto's Percentage 
Interest is less than five percent (5%), Monsanto shall not have the right  
to designate any Director. At any such time, all other Directors, other     
than the Company Management Directors, shall be designated by the Company.  

(f) The Independent Directors to be designated by the Company from time 
to time shall be designated by action of a majority of the Company          
Directors then in office. In the event that no Company Directors are in     
office at such time, such Independent Directors shall be designated by a    
majority of the Independent Directors then in office; provided, however,    
that the holders of a majority of the outstanding Voting Stock held by      
Unaffiliated Equity Holders shall be entitled to nominate and elect Company 
Directors in lieu of any individuals so designated to be such Company       
Directors by a majority of the Company Directors.                           

(g) The Company and Monsanto, respectively, shall have the right to     
designate any replacement for a Director designated in accordance with this 
Section 4.1 by the Company or Monsanto, respectively, upon the death,       
resignation, retirement, disqualification or removal from office for cause  
of such Director. Such replacement for any Independent Director shall also  
be an Independent Director unless, in the case of a replacement of a        
Monsanto Director, the Monsanto Directors include more than the required    
number of Independent Directors. The Board of Directors shall elect each    
person so designated by Monsanto or the Company pursuant to this paragraph  
(g). In addition, the Board of Directors shall elect the Company's Chief    
Executive Officer or Chief Operating Officer to replace such officer's      
predecessor in office as a Company Management Director.                     

(h) In the event that, at any time after the Effective Date, the number 
of Monsanto Directors on the Board of Directors differs from the number     
that Monsanto has the right (and wishes) to designate pursuant to this      
Section 4.1, (i) if the number of Monsanto Directors exceeds such number,   
Monsanto shall promptly take all appropriate action to cause to resign that 
number of Monsanto Directors as is required to make the remaining number of 
such Monsanto Directors conform to this Section 4.1 or (ii) if the number   
of Monsanto Directors otherwise is less than such number, the Company shall 
promptly take all necessary action to create sufficient vacancies on the    
Board of Directors to permit Monsanto to designate the full number of       
Monsanto Directors which it is entitled (and wishes) to designate pursuant  
to this Section 4.1 (such action to include seeking the resignation or      
removal of Directors or, at the request of Monsanto, calling a special      
meeting of                                                                  

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the stockholders of the Company for the purpose of removing Directors to    
create such vacancies to the extent permitted by applicable law). Upon the  
creation of any vacancy pursuant to the preceding sentence, Monsanto shall  
designate the person to fill such vacancy in accordance with this Section   
4.1 and the Board of Directors shall elect each person so designated.       
Notwithstanding the foregoing, at each annual meeting of the stockholders   
of the Company, Monsanto shall be entitled to designate such number of      
Directors as Monsanto is otherwise entitled under this Section 4.1.         

 (i) Notwithstanding anything herein to the contrary, no individual who is
an officer, director, employee, agent, partner or principal stockholder of  
any competitor of the Company or any of its Affiliates (other than Monsanto 
and its Affiliates) or any competitor of Monsanto or any of its Affiliates  
(other than the Company) shall serve as a Director without the unanimous    
consent of the Board.                                                       

(j) In the event that, at any time after the Effective Date, Monsanto   
desires to remove any Monsanto Director with or without cause and Monsanto  
is unable to procure the resignation of such Monsanto Director, then, upon  
the request of Monsanto, the Board of Directors shall promptly call a       
special meeting of stockholders of the Company for purposes of removing     
such Monsanto Director. In the event that, at any time after the Effective  
Date, the Company desires to remove any Company Director with or without    
cause and the Company is unable to procure the resignation of such Company  
Director, then, upon the request of a majority of the Company Directors     
then in office (or, in the event no Company Directors are then in office,   
upon the request of a majority of the Independent Directors then in         
office), the Board of Directors shall promptly call a special meeting of    
stockholders of the Company for purposes of removing such Company Director. 
In the event that, at any time after the Effective Date, the Chief          
Executive Officer's or Chief Operating Officer's employment with the        
Company is terminated for any reason, then upon the request of either       
Monsanto or a majority of the Company Directors then in office (or, in the  
event no Company Directors are then in office, upon the request of a        
majority of the Independent Directors then in office), the Board of         
Directors shall promptly call a special meeting of stockholders of the      
Company for purpose of removing such person as a Company Management         
Director.                                                                   

4.2. Solicitation and Voting of Shares.                                         

(a) The Company shall use its best efforts to solicit from the stockholders 
of the Company eligible to vote for the election of Directors proxies in favor  
of the Company Management Directors and the nominees designated in accordance   
with Section 4.1 hereof or the removal of any Director pursuant to Section      
4.1(h) or 4.1(j) hereof.                                                        

(b) In any election of Directors or any meeting of the stockholders of the  
Company called expressly for the removal of Directors, so long as the Board of  
Directors includes (and will include after any such removal) the number of      
Monsanto Directors contemplated by Section 4.1 hereof and so long as such       
meeting is properly called and Monsanto is properly notified in accordance      
with the Company's by-laws and certificate of incorporation, Monsanto and its   
Affiliates shall attend such meeting for purposes of establishing a quorum and  
shall vote all their shares of Voting Stock (i) in favor of any nominee or      
Director designated in accordance with Section 4.1 hereof, (ii) in favor of     
removal of any Director as contemplated by Section 4.1(h) or 4.1(j) hereof,     
and (iii) otherwise against the removal of any Director designated in           
accordance with Section 4.1 hereof (other than in cases of removal of a         
Director for cause); provided, however, that, if Monsanto and its Affiliates    
elect to cumulate their votes in accordance with the Company's by-laws and      
certificate of incorporation, then, in any vote electing Monsanto Directors,    
Monsanto and its Affiliates may cast all of their votes in favor of one (1) or  
more of the Monsanto Directors designated by Monsanto and in any vote with      
respect to the removal of a Monsanto Director, Monsanto and its Affiliates may  
cast all or any portion of their votes either in favor or against the removal   
of any Monsanto Director unless a Monsanto Director is otherwise required to    
be removed in accordance with Section 4.1(h) hereof. In any other matter        
submitted to a vote of the stockholders of the Company, Monsanto and its        
Affiliates may vote any or all of their shares in their sole discretion.        

(c) Monsanto agrees that it will, and will cause any of its Subsidiaries    
(other than the Company and its Subsidiaries) to, take all action as a          
stockholder of the Company or as is otherwise reasonably within its control,    

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as necessary to effect the provisions of this Agreement; provided, however,     
that, if Monsanto cannot so take actions to give effect to all of the           
provisions of this Agreement, it may first take actions to ensure that it       
receives all of its benefits hereunder and then, to the extent possible, to     
give effect to the provisions in favor of the Company.                          

4.3. Committees.                                                            

(a) The Board of Directors shall establish, empower and maintain the        
committees of the Board of Directors contemplated by this Section 4.3.          

(b) The following committees shall be established, empowered and maintained 
by the Board of Directors at all times during the term of this Agreement:       

 (i) an Audit Committee, consisting of at least three (3) of the Company's
Independent Directors, which committee shall be authorized and empowered to 
cause an audit to be performed of the Company and each of its Subsidiaries; 

(ii) until the occurrence of a Trigger Event, a Retention/Replacement   
Committee, consisting of the Independent Directors then serving on the      
Board, responsible for the retention and/or replacement of all of the       
executive officers of the Company, to be based on the financial and         
behavioral criteria established by the Retention/Replacement Committee; in  
the event that such committee decides to replace any executive officer,     
Monsanto shall have the right to nominate a replacement for such executive  
officer for consideration by the committee along with any other candidates  
identified by such committee; the rights of the Retention/Replacement       
Committee shall be subject to the provisions set forth in Section           
4.4(a)(viii) hereof;                                                        

(iii) a Compensation Committee, responsible, among other things, for    
recommending to the Board of Directors, for approval by a majority of the   
Board of Directors, (a) the adoption and amendment of all employee benefit  
plans and arrangements, (b) the engagement of, terms of any employment      
agreements and arrangements with, and termination of, all persons           
designated by the Company as "officers" for purposes of Section 16 of the   
Exchange Act ("Section 16 Officers"), (c) the policies, limitations and     
procedures under which the Stock Option Plan Administration Committee shall 
operate and (d) the granting under the Company's employee benefit plans of  
stock options and other equity rights to Section 16 Officers, and           
consisting solely of the Independent Directors then serving on the Board    
provided each such Independent Director is (A) a disinterested person (as   
such term is defined in rule 16b-3(d) under the Exchange Act) and (B) an    
"independent director" for purposes of Section 162(m) of the Internal       
Revenue Code of 1986, as amended; and                                       

(iv) such other committees as the Board of Directors deems necessary or 
desirable; provided, however, that such committees are established in       
compliance with Section 4.4(a)(vi) hereof.                                  

For purpose of clause (ii) above, "executive officers" shall have the same  
meaning as in Rule 3b-7 promulgated under the Exchange Act.                     

(c) Except as otherwise provided in Section 4.3(b) hereof or as agreed by a 
majority of the Monsanto Management Directors, the number of Monsanto           
Directors on each committee of the Board of Directors shall be the same         
proportion (but not less than one (1)) of the total membership of such          
committee as the number of Monsanto Directors, as the case may be, is of the    
entire Board of Directors. Except as otherwise provided in Section 4.3(b)       
hereof, the Monsanto Directors on each committee of the Board of Directors      
shall be determined by a majority of the Monsanto Management Directors.         

(d) No action by any committee of the Board of Directors shall be valid     
unless taken by unanimous written consent as provided in the Company's by-laws  
or taken at a meeting for which adequate notice has been duly given or waived   
by the members of such committee. Such notice shall include a description of    
the general nature of the business to be transacted at the meeting, and no      
other business may be transacted at such meeting unless all members of the      
committee are present and consent to the consideration of such other business.  
Any committee                                                                   

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member unable to participate in person at any meeting shall be given the        
opportunity to participate by telephone. The Board of Directors or the          
remaining committee members shall designate an Independent Director or Company  
Management Director to replace any absent or disqualified Independent Director  
member or Company Management Director member, respectively, of any committee    
and a majority of the Monsanto Management Directors shall designate a Monsanto  
Director to replace any absent or disqualified Monsanto Director member of any  
committee. Each of the committees established by the Board of Directors         
pursuant to this Section 4.3 shall establish such other rules and procedures    
for its operation and governance (consistent with the terms of this Agreement)  
as it shall see fit and may seek such consultation and advice as to matters     
within its purview as it shall require.                                         

4.4. Approval Required for Certain Actions.                                 

(a) On and after the Effective Date and until the earlier of a Trigger Event
or such date on which Monsanto's Percentage Interest is less than twenty-five   
(25%), a majority of the Board, including at least one (1) Company Director     
and one (1) Monsanto Management Director, shall be required to approve any of   
the following:                                                                  

(i) the entry by the Company or any of its Affiliates into any merger or
consolidation or the acquisition by the Company or any of its Affiliates of 
any business or assets that would constitute a Substantial Part of the      
Company (determined on a consolidated basis) whether such acquisition be by 
merger or consolidation or the purchase of stock or assets or otherwise;    

(ii) the sale, pledge, grant of security interest in, transfer,         
retirement or other disposal of (A) a Substantial Part of the Company       
(determined on a consolidated basis), except pursuant to a security         
interest granted in connection with borrowings permitted under subsection   
(iv) below or (B) the pledge or granting of a security interest in any      
intangible property set forth in Exhibit B attached to the disclosure       
letter from Monsanto to Calgene dated June 27, 1995;                        

(iii) any dividend by or return of capital by the Company or Tomato     
Associates (other than such distributions by Tomato Associates to the       
Company as are necessary for the Company to timely perform its obligations  
under Sections 1.02 and 5.02(c) of the Gargiulo Credit Facility);           

(iv) any incurrence or assumption, in the aggregate, by the Company, any
of its Affiliates or any combination thereof, of any indebtedness for       
borrowed money at any time outstanding exceeding in the aggregate           
(determined on a consolidated basis) the greater of (i) Fifteen Million     
Dollars ($15,000,000), increasing by Five Million Dollars ($5,000,000) on   
each July 1 commencing July 1, 1996, plus amounts secured by inventory      
and/or receivables for seasonal working capital lines and indebtedness      
incurred to acquire property, plant or equipment and secured by the         
acquired asset, minus amounts outstanding under the Company Credit          
Facility, or (ii) the amounts set forth in the Company's Operating Plan     
(hereinafter defined), provided that loans under the Gargiulo Credit        
Facility shall not be counted in this limitation;                           

 (v) the repurchase or redemption of any Equity Securities of the Company,
other than from employees upon termination of employment or service;        

 (vi) the establishment of any new committees of the Board (or the Calgene
Board) or new or revised delegation(s) of Board (or the Calgene Board)      
authority to any Board (or Calgene Board) committee or changes or revisions 
to general delegations of authority to officers or other Persons for        
categories of expenditures;                                                 

(vii) the adoption of or amendment to any benefit or incentive plans of 
the Company or any of its Affiliates which would increase the annual cost   
thereof by more than fifteen percent (15%) from the prior fiscal year or    
any adoption of, or amendment to, any stock option plan;                    

(viii) the election, appointment or removal of the Chief Executive      
Officer, Chief Operating Officer or Chief Financial Officer of the Company  
and Calgene and their successors and the establishment of their annual or   
long term compensation level and benefits and basis for awards (other than  
agreements in effect on the Effective Date); provided, however, that        
Monsanto shall have the right to select the Chief Technical Officer of the  
Company and a controller reporting to the Chief Financial Officer of the    
Company;                                                                    

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(ix) approval of the annual operating plan ("Operating Plan") and long  
term strategic plan ("Strategic Plan") of the Company and its Affiliates,   
as well as the annual operating plan and long-term strategic plan for the   
Gargiulo Business, to be submitted to the Board annually for approval, and  
any material changes thereto;                                               

(x) any transaction between the Company (and its Affiliates), on the one
hand, and its (their) directors, officers or employees, on the other hand,  
which is not in the normal course of business;                              

(xi) any modification of the Transaction Agreements;                    

 (xii) any amendment of the by laws or certificate of incorporation of the
Company, Calgene or Tomato Associates;                                      

 (xiii) the issuance of any warrants for the purchase of Equity Securities
or the issuance of additional Equity Securities (other than warrants for    
the purchase of Equity Securities) in excess of four million (4,000,000)    
shares of Common Stock in any two (2) year period to a third party, other   
than pursuant to plans referred to in subsection (vii) above;               

(xiv) the sale or licensing by the Company or any of its Affiliates of  
(A) any intangible property set forth in Exhibit B attached to the          
disclosure letter from Monsanto to Calgene dated June 27, 1995 or (B) any   
other intangible property for consideration (other than royalties           
contingent on future sales) exceeding Five Million Dollars ($5,000,000) in  
the aggregate (determined on a consolidated basis) per transaction or per   
series of related transactions;                                             

(xv) new fixed capital investments, capital leases or noncancellable    
operating leases by the Company and its Affiliates having annual payments   
in the aggregate (determined on a consolidated basis) exceeding the         
aggregate amount set forth in the Operating Plan;                           

 (xvi) matters covered in Article 5 hereof, including, without limitation,
any changes in the composition of the Tomato Associates Board of Directors  
other than with respect to Messrs. Salquist and Stacey;                     

(xvii) any press release which mentions or directly or indirectly refers
to Monsanto, except as required by law and where Board approval cannot be   
obtained in a timely manner;                                                

(xviii) the initiation, settlement or termination of any suit or        
proceeding concerning intellectual property, any other matter which could   
have an adverse public affairs effect upon Monsanto or the filing of any    
insolvency or bankruptcy proceeding by or on behalf of the Company or any   
of its Affiliates; or                                                       

(xix) the removal or election of the directors, subject to Section 5.1  
hereof, of Tomato Associates.                                               

(b) After a Trigger Event and until the earlier of (i) the third anniversary
of the Effective Date or (ii) Monsanto's Percentage Interest is at least        
seventy percent (70%), a majority of the Board, including at least two (2)      
Company Directors, shall be required to approve any of the following:           

(i) Except as provided in Section 4.4(a)(xvi) hereof, the matters set   
forth in subsections (i), (ii), (vi), (viii), (ix) and (xi) of paragraph    
(a) above; or                                                               

(ii) Any transaction between the Company (and its Affiliates) and       
Monsanto or any Affiliate of Monsanto.                                      

(c) From and after the occurrence of both (i) a Trigger Event and (ii) the  
third anniversary of the Effective Date, and until Monsanto's Percentage        
Interest is at least ninety-nine percent (99%), neither Monsanto nor any of     
its Affiliates shall enter into any transaction with the Company or any of its  
Affiliates without the approval of at least two (2) Company Directors.          

4.5 Enforcement of this Agreement. A majority of the Company Directors shall
have full and complete authority on behalf of the Company to enforce the terms  
of this Agreement.                                                              

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4.6. Certificate of Incorporation and By-laws. The Company and Monsanto     
shall take or cause to be taken all lawful action necessary to ensure at all    
times that the Company's and Calgene's Certificate of Incorporation and By-     
laws are not at any time inconsistent with the provisions of this Agreement.    
Not later than the Effective Date, the Board of Directors shall amend the       
Company's By-laws and the Calgene Board shall amend Calgene's By-laws to        
reflect the provisions of this Agreement.                                       

4.7. Advisors. The Company Directors shall be entitled to retain, at the    
cost and expense of the Company, the services of an investment banking firm of  
national reputation of their choice and one (1) law firm of their choice to     
advise them in their capacity as Independent Directors with respect to any      
matter on which the Company Directors are required or permitted to act          
hereunder.                                                                      

4.8. Injunctive Relief. In the event of a breach of the provisions of this  
Article 4, a party hereto entitled to rights under this Article 4 will suffer   
irreparable harm and the total amount of monetary damages will be impossible    
to calculate and will therefore be an inadequate remedy. Accordingly, in such   
event, such party shall be entitled to temporary and permanent injunctive       
relief against the Company and any other breaching party and to any other       
rights and remedies to which such party may be entitled to at law or in         
equity.                                                                         

ARTICLE 5 

Governance of Gargiulo  

5.1. Board of Tomato Associates.                                            

(a) Upon the Effective Date, the Board of Directors of Tomato Associates    
shall consist of Jeffrey D. Gargiulo, John Gargiulo, Hendrik A. Verfaillie,     
Robert T. Fraley, Roger H. Salquist, Roderick N. Stacey and an additional       
director who shall be (and whose successor shall be) designated by the Company  
who shall need to be reasonably acceptable to Monsanto and Jeffrey D. Gargiulo  
(as long as he serves as a director). In addition, the Board of Directors of    
Tomato Associates shall include two (2) advisory, non-voting directors          
designated by Monsanto from members of the senior management of Tomato          
Associates. Upon request by Monsanto, Company shall remove and replace Messrs.  
Verfaillie and Fraley, and their respective successors, and replace them with   
Persons designated by Monsanto.                                                 

(b) The Chief Executive Officer and Chairman of the Board of Tomato         
Associates shall be Jeffrey D. Gargiulo as long as he is employed by Tomato     
Associates. The Board of Directors of Tomato Associates shall appoint a Vice    
Chairman of the Board, Chief Operating Officer, Senior Vice President and such  
other positions as they may designate.                                          

5.2. Operating and Strategic Plans. The annual operating plan and long-term 
strategic plan for the Gargiulo Business shall be subject to approval by the    
Board of Directors in accordance with Section 4.4 hereof. The annual operating  
plan shall include, among other things: (i) capital expenditure budget, (ii)    
borrowing forecast, (iii) monthly profit and loss, cash flow and balance sheet  
forecasts, (iv) hiring and compensation plans, (v) profit and loss forecasts    
by crop production area, (vi) material asset acquisition plans and (vii)        
account level details for each cost center. From and after the approval of      
each annual operating plan for a fiscal year (or portion thereof), the Board    
of Directors of Tomato Associates shall have authority to operate the Gargiulo  
Business during such year in the ordinary cause of business and within the      
confines of such annual operating plan and the strategic plan then in effect    
(as it may be modified by the Board of Directors of Tomato Associates, subject  
to approval of the Board of Directors in accordance with Section 4.4 hereof)    
and other delegations of authority from the Board of Directors which shall be   
similar in scope to the delegation of such Board to the Chief Executive         
Officer of the Company (except that such delegations shall apply solely to the  
Gargiulo Business). As of the Effective Date, the Board of Directors shall      
approve, as part of the strategic plan for the Gargiulo Business, the branded   
tomato strategy plan previously approved by Monsanto.                           

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5.3. Compensation; Etc. The initial compensation for the Chief Executive    
Officer and the Chief Operating Officer of Tomato Associates (the "Two Senior   
Gargiulo Officers") shall be determined by agreement of Monsanto and the        
Company prior to the Effective Date. Thereafter, the compensation of the Two    
Senior Gargiulo Officers shall not be reduced without the approval of           
Monsanto. The initial employment agreements for the Two Senior Gargiulo         
Officers shall be upon terms agreed to by Monsanto and the Company prior to     
the Effective Date. The employment of any of the Two Senior Gargiulo Officers   
with Tomato Associates shall not be terminated without the approval of the      
Board of Directors of Tomato Associates.                                        

5.4 Certificate of Incorporation and By-Laws. The Company shall take or     
cause to be taken all lawful action necessary to ensure at all times that       
Tomato Associates' Certificate of Incorporation and By-Laws are not at any      
time inconsistent with the provisions of this Agreement. Not later than the     
Effective Date, the Board of Directors shall cause Tomato Associates to amend   
Tomato Associates' By-Laws to reflect the provisions of this Agreement.         

5.5 Effective Period. The provisions of Sections 5.1, 5.2, 5.3 and 5.4 shall
be effective from the Effective Date until the earlier of (a) a Trigger Event   
or (b) such time as Monsanto's Percentage Interest is less than forty percent   
(40%).                                                                          

5.6. Injunctive Relief. In the event of a breach of the provisions of this  
Article 5, a party hereto entitled to rights under this Article 5 will suffer   
irreparable harm and the total amount of monetary damages will be impossible    
to calculate and will therefore be an inadequate remedy. Accordingly, in such   
event, such party shall be entitled to temporary and permanent injunctive       
relief against the Company and any other breaching party and to any other       
rights and remedies to which such party may be entitled to at law or in         
equity.                                                                         

ARTICLE 6 

Miscellaneous 

6.1 Governing Law. This Agreement shall be governed in all respects by the  
laws of the State of Delaware (exclusive of such state's choice of laws         
rules).                                                                         

6.2 Successors and Assigns. Except as otherwise provided herein, the        
provisions hereof shall inure to the benefit of, and be binding upon, the       
successors, assigns, heirs, executors, and administrators of the parties        
hereto.                                                                         

6.3 Entire Agreement; Amendment. This Agreement and the other documents     
delivered pursuant hereto constitute the complete, exclusive and final          
understanding and agreement between the parties with regard to the subjects     
hereof and thereof. Except as specifically set forth herein, any term of        
Section 2 or 3 hereof may be waived only with the prior written consent of the  
Company and the Holders of at least sixty-six and two-thirds percent (66 2/3%)  
of the outstanding shares of the Registrable Securities. Any amendment or       
waiver effected in accordance with this Section 6.3 shall be binding upon each  
Holder of the Registrable Securities (including securities into which such      
Registrable Securities have been converted) outstanding at the time, each       
future Holder of all such securities, and the Company.                          

6.4 Notices. Any notice required or permitted to be given under this        
Agreement shall be in writing, and shall be deemed sufficiently given when      
delivered in person or transmitted by telegram or telecopier (confirmed by      
mail), addressed as follows:                                                    

If to Monsanto: Monsanto Company                                            
800 North Lindbergh Boulevard               
St. Louis, Missouri 63167                   
        Attention: Senior Vice President and General Counsel

Telecopy Number: 314-694-3011               

If to any other Holder, at such address and telecopy number as such Holder  
shall have furnished the Company in writing.                                    

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If to Company:  Calgene II, Inc.                                            
1920 Fifth Street                           
Davis, California 95616                     
   Attention: Chairman and Chief Executive Officer

Telecopy Number: 916-753-1510               

or to such other address as may be specified from time to time in a notice      
given by such party. The parties agree to acknowledge in writing the receipt    
of any such notice delivered in person.                                         

6.5 Delays or Omissions. No delay or omission to exercise any right, power  
or remedy accruing to any Holder of any Registrable Securities, upon any        
breach or default of the Company under this Agreement, shall impair any such    
right, power or remedy of such Holder nor shall it be construed to be a waiver  
of any such breach or default, or an acquiescence therein, or of or in any      
similar breach or default thereafter occurring. Any waiver, permit, consent or  
approval of any kind or character on the part of any party or any waiver on     
the part of any party of any provisions or conditions of this Agreement must    
be made in writing and shall be effective only to the extent specifically set   
forth in such writing. All remedies, either under this Agreement, at law, in    
equity or otherwise afforded to any party, shall be cumulative and not          
alternative.                                                                    

6.6 Counterparts. This Agreement may be executed in any number of           
counterparts, each of which shall be an original, but all of which together     
shall constitute one instrument.                                                

6.7 Severability. In the event that any provision of this Agreement becomes 
or is declared by a court of competent jurisdiction to be illegal,              
unenforceable or void, this Agreement shall continue in full force and effect   
without said provision; provided, however, that no such severability shall be   
effective if it materially changes the economic benefit of this Agreement to    
any party.                                                                      

6.8 Stock Legends. Subject to Section 2.8(d) hereof, certificates           
representing Restricted Securities (other than Restricted Securities issued to  
Monsanto in connection with the conversion of principal and/or accrued          
interest under the Company Credit Facility or the Gargiulo Credit Facility      
upon the occurrence of an Event of Default under either such Credit Facility)   
issued to Monsanto pursuant to the Transaction Agreements shall bear the        
following legend:                                                               

"The securities represented by this certificate are subject to        
certain resale restrictions and entitled to the benefits set          
forth in a Stockholders Agreement dated     , 1995, between           
Calgene II, Inc., a Delaware corporation, and Monsanto                
Company, a Delaware corporation (the "Agreement"). A copy of          
the Agreement and all amendments thereto is on file in the            
office of the Secretary of the Company."                              

6.9 Sale of Assets of Tomato Associates. For so long as Jeffrey Gargiulo or 
Robert Shulman are employed by Tomato Associates under employment agreements    
with Tomato Associates (the "Employment Agreements"), Holding Company shall     
cause Tomato Associates not to sell or otherwise dispose of (by merger,         
consolidation or otherwise) all or substantially all of its assets unless the   
acquiring entity assumes all of Tomato Associates' obligations under each of    
the Employment Agreements then in effect.                                       

6.10 Audits, Consultants and Inspections. Monsanto (using Monsanto's        
internal and/or external auditors or any other Person appointed by Monsanto to  
whom the Company does not reasonably object) shall have the right (i) to audit  
the books and records, other financial information and business practices and   
operations of the Company and its Affiliates, and (ii) to discuss the business  
practices and operations, affairs, finances and accounts of the Company and     
its Affiliates with the officers of the Company and its Affiliates and the      
independent public accountants who review or audit the Company's financial      
statements, all at such reasonable times and as often as may reasonably be      
requested. The Company shall also permit inspection of its (and its             
Affiliates') properties, books and records by Monsanto (using the Persons       
identified above) during normal business hours or at other reasonable times.    
The scope of all such audits, discussions and inspections shall be determined   
by Monsanto in                                                                  

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its sole discretion. Any authorized representative of Monsanto who or which is  
not employed by Monsanto (i) shall be required to execute a confidentiality     
agreement in a form approved by the Board of Directors (which approval shall    
not be unreasonably withheld or delayed) and (ii) may not be employed by or     
affiliated with a competitor of the Company, as reasonably determined by the    
Board of Directors; provided, however, that an independent certified public     
accounting firm shall not be deemed to be employed by or affiliated with a      
competitor of the Company even if such firm provides services to a competitor   
of the Company.                                                                 

6.11 No Third Party Beneficiaries. Nothing contained in this Agreement,     
express or implied, is intended to or shall confer upon anyone other than the   
parties hereto (and their successors and assigns, including, without            
limitation, subsequent Holders and purchasers under Section 3.7(c)) any right,  
benefit or remedy of any nature whatsoever under or by reason of this           
Agreement.                                                                      

6.12 Sections and Articles. All sections and articles referred to herein are
sections and articles of this Agreement.                                        

6.13 Headings. Headings as to the contents of particular articles and       
sections are for convenience only and are in no way to be construed as part of  
this Agreement or as a limitation of the scope of the particular articles or    
sections to which they refer.                                                   

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly       
executed and delivered as of the day and year first above written.              

                    CALGENE II, INC.

       By:
                                            ----------------------------------
                   President

                    MONSANTO COMPANY

       By:
                                            ----------------------------------
                              Hendrik A. Verfaille
                                  Executive Vice President

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                                                                       ANNEX C

[LOGO]  

October 5, 1995                                                                 

Members of the Board of Directors                                               
Calgene, Inc.                                                                   
1920 Fifth Street                                                               
Davis, CA 95616                                                                 

Gentlemen:                                                                      

We understand that Calgene, Inc., a Delaware corporation (the "Company"),   
and Monsanto Company, a Delaware corporation ("Monsanto"), expect to enter      
into an Agreement and Plan of Reorganization to be dated on or about October    
13, 1995 (the "Agreement"). Pursuant to the terms of the Agreement, a new       
holding company ("Newco") will be created by the Company and Monsanto.          
Immediately prior to the closing, Tomato Investment Associates, Inc. ("TIA"),   
which is a subsidiary of Monsanto, will acquire all of the partnership          
interests of NT Gargiulo L.P. ("Gargiulo"). At the closing, (i) a wholly-owned  
subsidiary of Newco will merge with the Company, the Company will become a      
wholly-owned subsidiary of Newco, each outstanding share of the common stock,   
par value $.001 per share, of the Company (the "Calgene Common Stock") will be  
exchanged for one share of Newco Common Stock (constituting in the aggregate    
50.1% of the outstanding shares of Newco Common Stock after the closing), and   
each outstanding share of the Preferred Stock, Series A, par value $.001 per    
share, of the Company will be exchanged for one share of Preferred Stock,       
Series A, par value $.001 per share of Newco; (ii) Monsanto will exchange all   
of the capital stock of TIA, plus certain intellectual property and research    
and development assets (the "R&D Assets") and a combination of cash and         
forgiveness of debt in the aggregate amount of $30,000,000 (the "Cash")         
(collectively, the "Monsanto Consideration"), for shares of the common stock,   
par value $.001 per share, of Newco (the "Newco Common Stock") constituting     
49.9% of the outstanding shares of Newco Common Stock after the closing; and    
(iii) Newco will change its name to "Calgene, Inc." Immediately following the   
closing under the Agreement, Gargiulo will be liquidated into TIA. In           
connection with the closing, Monsanto and Newco will enter into a               
stockholders' agreement which gives Monsanto certain rights regarding           
corporate governance, registration of shares of Newco Common Stock held by      
Monsanto and other matters. Monsanto will also enter into separate lending      
agreements with Newco and Gargiulo pursuant to which outstanding loan amounts   
may, under certain circumstances, be converted into shares of Newco Common      
Stock.                                                                          

You have asked us for our opinion as investments bankers as to whether the  
Monsanto Consideration to be received by Newco in exchange for 49.9% of the     
Newco Common Stock pursuant to the Agreement is fair to the Company from a      
financial point of view, as of the date hereof.                                 

In connection with our opinion, we have, among other things: (i) reviewed   
certain publicly available financial and other data with respect to the         
Company, including the Company's consolidated financial statements for recent   
years and interim periods to June 30, 1995, and certain other relevant          
financial and operating data relating to the Company and Gargiulo made          
available to us from published sources and from the internal records of the     
Company, Gargiulo and Monsanto, including Gargiulo's consolidated financial     
statements for recent years and interim periods to June 30, 1995; (ii)          
reviewed the September 29, 1995 draft of the Agreement provided to us by the    
Company; (iii) reviewed certain historical market prices and trading volumes    
of the Company Common Stock on the NASDAQ National Market; (iv) analyzed the    
financial impact the transactions contemplated by the Agreement are expected    
to have on the projected results of the Company; (v) reviewed and discussed     
with representatives of the management of the Company, Gargiulo and Monsanto    
certain information of a business                                               

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and financial nature regarding the Company and Gargiulo, furnished to us by     
them, including financial forecasts and related assumptions of the Company and  
Gargiulo; (vi) made inquiries regarding and discussed the Agreement and other   
matters related thereto with the Company's counsel; and (vii) performed such    
other analyses and examinations as we have deemed appropriate.                  

In connection with our review, we have relied upon the accuracy and         
completeness of the foregoing information and we have not assumed any           
responsibility independently to verify such information. With respect to the    
financial forecasts for the Company and Gargiulo provided to us by the          
management of the Company and Monsanto, respectively, we have assumed for       
purposes of our opinion that the forecasts have been reasonably prepared on     
bases reflecting the best available estimates and judgments of the respective   
managements at the time of preparation as to the future financial performance   
of the Company and Gargiulo, and that they provide a reasonable basis upon      
which we can form our opinion. We have also assumed that there have been no     
material changes in the Company's, Gargiulo's or TIA's assets, financial        
condition, results of operations, business or prospects since the respective    
dates of their last financial statements made available to us, except for       
Gargiulo's pending acquisition of Collier Farms. We have relied on advice of    
counsel and independent accountants to the Company as to all legal and          
financial reporting matters with respect to the Company and the Agreement. We   
have assumed that you will consummate the transactions contemplated by the      
Agreement in a manner that complies in all respects with the applicable         
provisions of the Securities Act of 1933, as amended (the "Securities Act")     
and the Securities Exchange Act of 1934, as amended and all other applicable    
federal and state statutes, rules and regulations. In addition, we have not     
assumed responsibility for making an independent evaluation, appraisal or       
physical inspection of the assets or liabilities (contingent or otherwise) of   
the Company, Gargiulo or TIA, nor have we been furnished with any such          
appraisals. Finally, our opinion is based on economic, monetary and market and  
other conditions as in effect on, and the information made available to us as   
of, the date hereof.                                                            

We have further assumed, with your consent, that the transactions           
contemplated by the Agreement will be consummated in accordance with the terms  
described in the Agreement without any amendments thereto, and without waiver   
by the Company or Monsanto of any of the conditions to their respective         
obligations thereunder.                                                         

In the ordinary course of our business, we actively trade the equity        
securities of the Company and Monsanto for our own account and for the account  
of our customers and, accordingly, may at any time hold a long or short         
position in such securities. We have also performed various investment banking  
services for the Company, including acting as co-manager of an underwritten     
public offering of Calgene Common Stock in January 1993 and lead manager of an  
underwritten public offering of Calgene Common Stock in October 1994. Certain   
partners of Montgomery also own shares of the Company's and Monsanto's common   
stock.                                                                          

Based upon the foregoing and in reliance thereon, it is our opinion as      
investment bankers that the Monsanto Consideration to be received by Newco in   
exchange for 49.9% of the Newco Common Stock pursuant to the Agreement is fair  
to the Company from a financial point of view, as of the date hereof.           

This opinion is furnished pursuant to our engagement letter, dated January  
18, 1995. This opinion is addressed to the Board of Directors of the Company    
only and is not intended to be and shall not be deemed to be a recommendation   
to any shareholder as to how such shareholder should vote with respect to the   
transactions contemplated by the Agreement. Except as provided in such          
engagement letter, this opinion may not be used or referred to by the Company,  
or quoted or disclosed to any person in any manner, without our prior written   
consent. In furnishing this opinion, we do not admit that we are experts        
within the meaning of the term "experts" as used in the Securities Act and the  
rules and regulations promulgated thereunder, nor do we admit that this         
opinion constitutes a report or valuation within the meaning of Section 11 of   
the Securities Act.                                                             

                     Very truly yours,

                         Montgomery Securities

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PART II 

INFORMATION NOT REQUIRED IN PROXY STATEMENT/PROSPECTUS  

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

Article EIGHTH of the Registrant's Amended and Restated Certificate of      
Incorporation sets forth the extent to which officers and directors of the      
Registrant may be indemnified against any liabilities which they may incur in   
their capacities as directors or officers of the Registrant. The Registrant's   
Amended and Restated Certificate of Incorporation provides that the Registrant  
shall, to the fullest extent permitted by Section 145 of the General            
Corporation Law of the State of Delaware, indemnify any director or officer     
against any expenses, liabilities or other matters referred to in or covered    
by that Section. The indemnification is not exclusive of any other rights to    
which the officers or directors may be entitled under any by-law, agreement or  
vote of stockholders or disinterested directors or otherwise, continues after   
such person has ceased to be a director or officer and inures to the benefit    
of such person's heirs, executors and administrators. The indemnification       
provided by the Registrant's Amended and Restated Certificate of Incorporation  
specifically includes indemnification of all officers and directors who are     
deemed fiduciaries under any employee benefit plan and any action taken or      
omitted by such officer or director with respect to an employee benefit plan    
reasonably believed by such person to be in the interest of the participants    
and beneficiaries of the plan shall be deemed to be for a purpose which is not  
opposed to the best interests of the Registrant.                                

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            

(A) EXHIBITS                                                                

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 +2.1  Agreement and Plan of Reorganization Between Calgene, Inc. and       
       Monsanto Company dated as of October 13, 1995.                       
  3.1  Certificate of Incorporation of the Registrant.                      
  3.2  Form of Amended and Restated Certificate of Incorporation of the     
       Registrant.                                                          
  3.3  By-Laws of the Registrant.                                           
  4.1  Specimen Common Stock Certificate of the Registrant.                 
  5.1  Opinion of Hale and Dorr.                                            
  8.1  Opinion of Hale and Dorr with respect to Tax Matters.                
+10.0  Form of Stockholders Agreement between the Registrant and Monsanto   
       Company.                                                             
 10.1  Form of Credit Facility Agreement between the Registrant and Monsanto
       Company.                                                             
 10.2  Form of Gargiulo Credit Facility Agreement between the Registrant and
       Monsanto Company.                                                    
 10.3  Form of ACC Deaminase License Agreement between the Registrant and   
       Monsanto Company.                                                    
 10.4  Form of ADPGPP License Agreement between the Registrant and Monsanto 
       Company.                                                             
 10.5  Form of CMV License Agreement between the Registrant and Monsanto    
       Company.                                                             
*10.6  Form of FAD 3 License Agreement between the Registrant and Monsanto  
       Company.                                                             
 10.7  Form of Fruit Specific Promoter License Agreement between the        
       Registrant and Monsanto Company.                                     
 10.8  Form of Gemini Virus License Agreement between the Registrant and    
       Monsanto Company.                                                    
 10.9  Form of Insect Resistance License Agreement between the Registrant   
       and Monsanto Company.                                                
 10.10 Form of Oil License Agreement between the Registrant and Monsanto    
       Company.                                                             

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 10.11  Form of Letter Agreement between Calgene, Inc. and Monsanto Company 
        with respect to license of Recombinant ACC Synthase.                
 10.12  Form of Insect-Protected Cotton License and Seed Services Agreement 
        between Calgene, Inc. and Monsanto Company.                         
 10.13  Second Amended and Restated Employment Agreement dated October 16,  
        1995 between Gargiulo, L.P. and Jeffrey D. Gargiulo.                
 10.14  Joint Venture Agreement dated as of December 15, 1992 between       
        Gargiulo, L.P. and Dresick Farms, as amended June 1, 1993.          
 10.15  Joint Venture Agreement dated as of January 1, 1981 between Gargiulo
        L.P. and Harllee-Gargiulo, Inc., as amended October 31, 1989 and    
        October 31, 1994.                                                   
 10.16  Joint Venture Agreement dated as of October 31, 1994 between        
        GargiuloMexico, L.L.C. and Hermanos Ley.                            
 10.17  Marketing Agreement dated as of September 1, 1988 between Gargiulo, 
        Inc. and                                                            
        Harllee-Gargiulo, Inc.                                              
 10.18  The Registrant's 1996 Stock Option Plan.                            
 10.19  Calgene, Inc. 1981 Stock Option Plan, as amended. (B)               
 10.20  Calgene, Inc. 1991 Stock Option Plan. (J)                           
 10.20A Calgene, Inc. 1991 Stock Option Plan, as amended. (I)               
*10.21  Partnership Agreement dated January 31, 1986 between Calgene, Inc.  
        and Rhone-Poulenc Agrochimie, together with Research Agreement dated
        March 15, 1984 and Amended thereto dated January 31, 1985. (A)      
*10.22  Amendment One to the Partnership Agreement dated January 31, 1986   
        between Calgene, Inc. and Rhone-Poulenc Agrochimie dated September  
        30, 1989. (B)                                                       
*10.23  License Agreement between Calgene, Inc. and Rhone-Poulenc Agrochimie
        dated                                                               
        October 1, 1989. (B)                                                
 10.24  Commercial Lease dated August 17, 1987, as amended, covering        
        property located at 1910 and 1920 Fifth Street, Davis, California.  
        (C)                                                                 
 10.25  Form of Calgene, Inc. Directors and Officers Indemnification        
        Agreement. (C)                                                      
 10.26  Calgene, Inc. 401(k) Tax Deferred Investment Plan. (D)              
 10.27  1989 Calgene, Inc. Employee Stock Purchase Plan. (G)                
 10.28  Secured Revolving Credit Agreement Among Calgene, Inc. and Harris   
        Trust and Savings Bank and Caisse Nationale De Credit Agricole dated
        April 26, 1990. (G)                                                 
 10.29  First Amendment to Secured Revolving Credit Agreement and Secured   
        Revolving Credit Note among Calgene, Inc. and Harris Trust and      
        Savings Bank dated January 31, 1992. (E)                            
 10.30  Second Amendment to Secured Revolving Credit Agreement and Secured  
        Revolving Credit Note among Calgene, Inc. and Harris Trust and      
        Savings Bank dated January 31, 1993. (I)                            
 10.31  Third Amendment to Secured Revolving Credit Agreement among Calgene,
        Inc. and Harris Trust and Savings Bank dated August 26, 1993. (M)   
 10.32  Fourth Amendment to Secured Revolving Credit Agreement and Secured  
        Revolving Credit Note among Calgene, Inc. and Harris Trust and      
        Savings Bank dated February 25, 1994. (M)                           

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 10.33  Fifth Amendment to Secured Revolving Credit Agreement and Secured 
        Revolving Credit Note Among Calgene, Inc. and Harris Trust and    
        Savings Bank dated March 15, 1995. (M)                            
 10.34  Sixth Amendment to Secured Revolving Credit Agreement and Waiver  
        Among Calgene, Inc. and Harris Trust and Savings Bank dated August
        8, 1995. (M)                                                      
*10.35  License Agreement between Calgene, Inc. and Campbell Soup Company 
        dated August 9, 1991. (J)                                         
 10.36  Change of Control Employment Agreement dated as of July 19, 1995  
        between Calgene, Inc. and Roger H. Salquist.                      
 10.37  Change of Control Employment Agreement dated as of July 19, 1995  
        between Calgene, Inc. and Roderick N. Stacey.                     
 10.38  Change of Control Employment Agreement dated as of July 19, 1995  
        between Calgene, Inc. and Michael J. Motroni.                     
 10.39  Asset Purchase Agreement dated as of December 29, 1995 between    
        Gargiulo, L.P. and Collier Enterprises.                           
 21.1   List of Registrant's Subsidiaries.                                
 23.1   Consent of Ernst & Young LLP.                                     
 23.2.1 Consent of Deloitte & Touche LLP with respect to financial        
        statements of TIA.                                                
 23.2.2 Consent of Deloitte & Touche LLP with respect to financial        
        statements of Gargiulo L.P.                                       
 23.3   Consent of Landa, Umpierre and Company.                           
 23.4   Consent of Arthur Andersen.                                       
 23.5   Consent of Hale and Dorr (included in Exhibit 5.1).               
 23.6   Consent of Montgomery Securities.                                 
 24.1   Power of Attorney (See page II-6).                                
 27     Financial Data Schedule.                                          
+99.1   Opinion of Montgomery Securities.                                 
 99.2   Form of Proxy Card of Calgene, Inc.                               
 99.3   Consent of Robert T. Fraley.                                      
 99.4   Consent of Jeffrey D. Gargiulo.                                   
 99.5   Consent of Howard D. Palefsky.                                    
 99.6   Consent of John E. Robson.                                        
 99.7   Consent of Carl V. Stinnett.                                      
 99.8   Consent of Allen J. Vangelos.                                     
 99.9   Consent of Hendrik A. Verfaillie.                                 

--------                                                                        
(A) Incorporated by reference to Calgene's Form S-1 Registration No. 33-5921    
(B) Incorporated by reference to Calgene's Form 10-K dated September 30, 1989   
(C) Incorporated by reference to Calgene's Form 10-K dated September 30, 1987   
(D) Incorporated by reference to Calgene's Form 10-K dated September 30, 1988   
(E) Incorporated by reference to Calgene's Form 10-K dated June 30, 1992        
(F) Incorporated by reference to Calgene's Form S-1 Registration No. 33-29822   
(G) Incorporated by reference to Calgene's Form 10-K dated June 30, 1990        
(H) Incorporated by reference to Calgene's Form 10-Q dated March 31, 1994       
(I) Incorporated by reference to Calgene's Form 10-K dated June 30, 1993, as    
amended                                                                 
(J) Incorporated by reference to Calgene's Form 10-K dated June 30, 1991        
(K) Agreement intentionally omitted in reliance upon 5 U.S.C. (S) 552(b)(3) and 
35 U.S.C. (S) 135(c)                                                    
(L) Incorporated by reference to Calgene's Form 8-K dated June 28, 1995         
(M) Incorporated by reference to Calgene's Form 10-K/A dated October 30, 1995   
* Confidential treatment of certain portions of these documents has been      
granted                                                                   
+ Filed as an Annex to the Proxy Statement/Prospectus constituting part of    
this Registration Statement and incorporated herein by reference.         

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(B) FINANCIAL STATEMENT SCHEDULES. Filed as part of the Proxy               
Statement/Prospectus constituting part of this Registration Statement and       
incorporated herein by reference.                                               

(C) REPORTS. Filed as an Annex to the Proxy Statement/Prospectus            
constituting part of this Registration Statement and incorporated herein by     
reference.                                                                      

ITEM 22. UNDERTAKINGS.                                                          

A. Insofar as indemnification for liabilities arising under the Securities  
Act of 1933 (the "Securities Act") may be permitted to directors, officers and  
controlling persons of the Registrant pursuant to the foregoing provisions, or  
otherwise, the Registrant has been advised that in the opinion of the           
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Securities Act and is therefore unenforceable. In    
the event that a claim for indemnification against such liabilities (other      
than the payment by the Registrant of expenses incurred or paid by a director,  
officer or controlling person of the Registrant in the successful defense of    
any action, suit or proceeding) is asserted by such director, officer or        
controlling person in connection with the securities being registered, the      
Registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

B. The Registrant hereby undertakes that, for purposes of determining any   
liability under the Securities Act, each filing of the Registrant's annual      
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange    
Act of 1934 (the "Exchange Act") (and, where applicable, each filing of an      
employee benefit plan's annual report pursuant to Section 15(d) of the          
Exchange Act) that is incorporated by reference in this Registration Statement  
shall be deemed to be a new registration statement relating to the securities   
offered herein, and the offering of such securities at that time shall be       
deemed to be the initial bona fide offering thereof.                            

C. The Registrant hereby undertakes as follows:                             

(1) That prior to any public reoffering of the securities registered        
hereunder through use of a prospectus which is a part of this Registration      
Statement, by any person or party who is deemed to be an underwriter within     
the meaning of Rule 145(c), the Registrant undertakes that such reoffering      
prospectus will contain the information called for by the applicable            
registration form with respect to reofferings by persons who may be deemed      
underwriters, in addition to the information called for by the other Items of   
the applicable form.                                                            

(2) That every prospectus (i) that is filed pursuant to paragraph (1)       
immediately preceding, or (ii) that purports to meet the requirements of        
Section 10(a)(3) of the Securities Act and is used in connection with an        
offering of securities subject to Rule 415, will be filed as a part of an       
amendment to this Registration Statement and will not be used until such        
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act, each such post-effective amendment shall be deemed    
to be a new registration statement relating to the securities offered therein,  
and the offering of such securities at that time shall be deemed to be the      
initial bona fide offering thereof.                                             

D. The Registrant hereby undertakes to respond to requests for information  
that is incorporated by reference into the prospectus pursuant to Items 4,      
10(b), 11, or 13 of this Form, within one business day of receipt of such       
request, and to send the incorporated documents by first class mail or other    
equally prompt means. This includes information contained in documents filed    
subsequent to the effective date of this Registration Statement through the     
date of responding to the request.                                              

E. The Registrant hereby undertakes to supply by means of a post-effective  
amendment all information concerning a transaction, and the company being       
acquired involved therein, that was not the subject of and included in this     
Registration Statement when it became effective.                                

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F. The Registrant hereby undertakes as follows:                             

(1) To file, during any period in which offers or sales are being made, a   
post-effective amendment to this registration statement:                        

(i) To include any prospectus required by Section 10(a)(3) of the         
Securities Act;                                                                 

(ii) To reflect in the prospectus any facts or events arising after the   
effective date of the registration statement (or the most recent post-          
effective amendment thereof) which, individually or in the aggregate,           
represent a fundamental change in the information set forth in the              
registration statement;                                                         

(iii) To include any material information with respect to the plan of     
distribution not previously disclosed in the registration statement or any      
material change to such information set forth in the registration statement;    

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the           
information required to be included in a post-effective amendment by those  
paragraphs is contained in periodic reports filed by the registrant         
pursuant to Section 13 or Section 15(d) of the Exchange Act that are        
incorporated by reference in the registration statement.                    

(2) That, for the purpose of determining any liability under the Securities 
Act, each such post-effective amendment shall be deemed to be a new             
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial      
bona fide offering thereof.                                                     

(3) To remove from registration by means of a post-effective amendment any  
of the securities being registered which remain unsold at the termination of    
the offering.                                                                   

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SIGNATURES  

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE 
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO  
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE    
STATE OF CALIFORNIA, ON THIS 5TH DAY OF FEBRUARY, 1996.                         

                    Calgene II, Inc.

                                           /s/ Roger H. Salquist
                                         By: _________________________________
                                          ROGER H. SALQUIST, PRESIDENT AND
                                           CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY 

EACH PERSON WHOSE SIGNATURE APPEARS BELOW THIS REGISTRATION STATEMENT HEREBY
SEVERALLY CONSTITUTES AND APPOINTS ROGER H. SALQUIST, MICHAEL J. MOTRONI AND    
MARK G. BORDEN, AND EACH OF THEM ACTING SINGLY, OUR TRUE AND LAWFUL ATTORNEYS-  
IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO SIGN  
FOR HIM AND IN HIS NAME, PLACE AND STEAD IN ANY AND ALL CAPACITIES INDICATED    
BELOW, THE REGISTRATION STATEMENT ON FORM S-4 FILED HEREWITH AND ANY AND ALL    
PRE-EFFECTIVE AND POST-EFFECTIVE AMENDMENTS TO SAID REGISTRATION STATEMENT,     
AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN          
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING     
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND        
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND          
NECESSARY FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON   
THEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR  
ANY OF THEM, OR THEIR OR HIS SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE    
BY VIRTUE HEREOF.                                                               

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING      
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.                           

       SIGNATURE                        TITLE                 DATE

   /s/ Roger H. Salquist         President and Director      February 5,
-----------------------------------   (Principal Executive           1996       
ROGER H. SALQUIST            Officer)                         

  /s/ Roderick N. Stacey         Vice President,             February 5,
-----------------------------------   Secretary and                  1996       
RODERICK N. STACEY            Director                          

  /s/ Michael J. Motroni         Treasurer and Director      February 5,
-----------------------------------   (Principal Financial           1996       
MICHAEL J. MOTRONI            Officer and Principal             
               Accounting Officer)

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EXHIBIT                                                                      
  NO.                            EXHIBIT INDEX                           PAGE
-------                          -------------                           ----
                                                                             
  +2.1  Agreement and Plan of Reorganization Between Calgene, Inc. and       
        Monsanto Company dated as of October 13, 1995.                       
   3.1  Certificate of Incorporation of the Registrant.                      
   3.2  Form of Amended and Restated Certificate of Incorporation of         
        the Registrant.                                                      
   3.3  By-Laws of the Registrant.                                           
   4.1  Specimen Common Stock Certificate of the Registrant.                 
   5.1  Opinion of Hale and Dorr.                                            
   8.1  Opinion of Hale and Dorr with respect to Tax Matters.                
 +10.0  Form of Stockholders Agreement between the Registrant and            
        Monsanto Company.                                                    
  10.1  Form of Credit Facility Agreement between the Registrant and         
        Monsanto Company.                                                    
  10.2  Form of Gargiulo Credit Facility Agreement between the               
        Registrant and Monsanto Company.                                     
  10.3  Form of ACC Deaminase License Agreement between the Registrant       
        and Monsanto Company.                                                
  10.4  Form of ADPGPP License Agreement between the Registrant and          
        Monsanto Company.                                                    
  10.5  Form of CMV License Agreement between the Registrant and             
        Monsanto Company.                                                    
 *10.6  Form of FAD 3 License Agreement between the Registrant and           
        Monsanto Company.                                                    
  10.7  Form of Fruit Specific Promoter License Agreement between the        
        Registrant and Monsanto Company.                                     
  10.8  Form of Gemini Virus License Agreement between the Registrant        
        and Monsanto Company.                                                
  10.9  Form of Insect Resistance License Agreement between the              
        Registrant and Monsanto Company.                                     
  10.10 Form of Oil License Agreement between the Registrant and             
        Monsanto Company.                                                    
  10.11 Form of Letter Agreement between Calgene, Inc. and Monsanto          
        Company with respect to license of Recombinant ACC Synthase.         
  10.12 Form of Insect-Protected Cotton License and Seed Services            
        Agreement between Calgene, Inc. and Monsanto Company.                
  10.13 Second Amended and Restated Employment Agreement dated October       
        16, 1995 between Gargiulo, L.P. and Jeffrey D. Gargiulo.             
  10.14 Joint Venture Agreement dated as of December 15, 1992 between        
        Gargiulo, L.P. and Dresick Farms, as amended June 1, 1993.           
  10.15 Joint Venture Agreement dated as of January 1, 1981 between          
        Gargiulo L.P. and Harllee-Gargiulo, Inc., as amended October         
        31, 1989 and October 31, 1994.                                       
  10.16 Joint Venture Agreement dated as of October 31, 1994 between         
        GargiuloMexico, L.L.C. and Hermanos Ley.                             

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EXHIBIT                                                                     
  NO.                           EXHIBIT INDEX                           PAGE
-------                         -------------                           ----
                                                                            
 10.17  Marketing Agreement dated as of September 1, 1988 between           
        Gargiulo, Inc. and                                                  
        Harllee-Gargiulo, Inc.                                              
 10.18  The Registrant's 1996 Stock Option Plan.                            
 10.19  Calgene, Inc. 1981 Stock Option Plan, as amended. (B)               
 10.20  Calgene, Inc. 1991 Stock Option Plan. (J)                           
 10.20A Calgene, Inc. 1991 Stock Option Plan, as amended. (I)               
*10.21  Partnership Agreement dated January 31, 1986 between Calgene,       
        Inc. and Rhone-Poulenc Agrochimie, together with Research           
        Agreement dated March 15, 1984 and Amended thereto dated            
        January 31, 1985. (A)                                               
*10.22  Amendment One to the Partnership Agreement dated January 31,        
        1986 between Calgene, Inc. and Rhone-Poulenc Agrochimie dated       
        September 30, 1989. (B)                                             
*10.23  License Agreement between Calgene, Inc. and Rhone-Poulenc           
        Agrochimie dated                                                    
        October 1, 1989. (B)                                                
 10.24  Commercial Lease dated August 17, 1987, as amended, covering        
        property located at 1910 and 1920 Fifth Street, Davis,              
        California. (C)                                                     
 10.25  Form of Calgene, Inc. Directors and Officers Indemnification        
        Agreement. (C)                                                      
 10.26  Calgene, Inc. 401(k) Tax Deferred Investment Plan. (D)              
 10.27  1989 Calgene, Inc. Employee Stock Purchase Plan. (G)                
 10.28  Secured Revolving Credit Agreement Among Calgene, Inc. and          
        Harris Trust and Savings Bank and Caisse Nationale De Credit        
        Agricole dated April 26, 1990. (G)                                  
 10.29  First Amendment to Secured Revolving Credit Agreement and           
        Secured Revolving Credit Note among Calgene, Inc. and Harris        
        Trust and Savings Bank dated January 31, 1992. (E)                  
 10.30  Second Amendment to Secured Revolving Credit Agreement and          
        Secured Revolving Credit Note among Calgene, Inc. and Harris        
        Trust and Savings Bank dated January 31, 1993. (I)                  
 10.31  Third Amendment to Secured Revolving Credit Agreement among         
        Calgene, Inc. and Harris Trust and Savings Bank dated August        
        26, 1993. (M)                                                       
 10.32  Fourth Amendment to Secured Revolving Credit Agreement and          
        Secured Revolving Credit Note among Calgene, Inc. and Harris        
        Trust and Savings Bank dated February 25, 1994. (M)                 
 10.33  Fifth Amendment to Secured Revolving Credit Agreement and           
        Secured Revolving Credit Note Among Calgene, Inc. and Harris        
        Trust and Savings Bank dated March 15, 1995. (M)                    
 10.34  Sixth Amendment to Secured Revolving Credit Agreement and           
        Waiver Among Calgene, Inc. and Harris Trust and Savings Bank        
        dated August 8, 1995. (M)                                           
*10.35  License Agreement between Calgene, Inc. and Campbell Soup           
        Company dated August 9, 1991. (J)                                   
 10.36  Change of Control Employment Agreement dated as of July 19,         
        1995 between Calgene, Inc. and Roger H. Salquist.                   
 10.37  Change of Control Employment Agreement dated as of July 19,         
        1995 between Calgene, Inc. and Roderick N. Stacey.                  
 10.38  Change of Control Employment Agreement dated as of July 19,         
        1995 between Calgene, Inc. and Michael J. Motroni.                  

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EXHIBIT                                                                      
  NO.                            EXHIBIT INDEX                           PAGE
-------                          -------------                           ----
                                                                             
 10.39  Asset Purchase Agreement dated as of December 29, 1995 between       
        Gargiulo, L.P. and Collier Enterprises.                              
 21.1   List of Registrant's Subsidiaries.                                   
 23.1   Consent of Ernst & Young LLP.                                        
 23.2.1 Consent of Deloitte & Touche LLP with respect to financial           
        statements of TIA.                                                   
 23.2.2 Consent of Deloitte & Touche LLP with respect to financial           
        statements of Gargiulo L.P.                                          
 23.3   Consent of Landa, Umpierre and Company.                              
 23.4   Consent of Arthur Andersen.                                          
 23.5   Consent of Hale and Dorr (included in Exhibit 5.1).                  
 23.6   Consent of Montgomery Securities.                                    
 24.1   Power of Attorney (See page II-6).                                   
 27     Financial Data Schedule.                                             
+99.1   Opinion of Montgomery Securities.                                    
 99.2   Form of Proxy Card of Calgene, Inc.                                  
 99.3   Consent of Robert T. Fraley.                                         
 99.4   Consent of Jeffrey D. Gargiulo.                                      
 99.5   Consent of Howard D. Palefsky.                                       
 99.6   Consent of John E. Robson.                                           
 99.7   Consent of Carl V. Stinnett.                                         
 99.8   Consent of Allen J. Vangelos.                                        
 99.9   Consent of Hendrik A. Verfaillie.                                    

--------                                                                        
(A) Incorporated by reference to Calgene's Form S-1 Registration No. 33-5921    
(B) Incorporated by reference to Calgene's Form 10-K dated September 30, 1989   
(C) Incorporated by reference to Calgene's Form 10-K dated September 30, 1987   
(D) Incorporated by reference to Calgene's Form 10-K dated September 30, 1988   
(E) Incorporated by reference to Calgene's Form 10-K dated June 30, 1992        
(F) Incorporated by reference to Calgene's Form S-1 Registration No. 33-29822   
(G) Incorporated by reference to Calgene's Form 10-K dated June 30, 1990        
(H) Incorporated by reference to Calgene's Form 10-Q dated March 31, 1994       
(I) Incorporated by reference to Calgene's Form 10-K dated June 30, 1993, as    
amended                                                                 
(J) Incorporated by reference to Calgene's Form 10-K dated June 30, 1991        
(K) Agreement intentionally omitted in reliance upon 5 U.S.C. (S) 552(b)(3) and 
35 U.S.C. (S) 135(c)                                                    
(L) Incorporated by reference to Calgene's Form 8-K dated June 28, 1995         
(M) Incorporated by reference to Calgene's Form 10-K/A dated October 30, 1995   
* Confidential treatment of certain portions of these documents has been      
granted                                                                   
+ Filed as an Annex to the Proxy Statement/Prospectus constituting part of    
this Registration Statement and incorporated herein by reference.