As previously reported, on September 9, 2002, Bionova Holding was informed of the intention of the American Stock Exchange to proceed to file an application with the Securities and Exchange Commission to strike the Company's common stock from listing and registration on the Exchange. The staff of the American Stock Exchange stated this action was taken due to the Company's failure to meet several of the standards for continued listing on the Exchange (losses in two consecutive years, equity below $2 million, and a going concern opinion expressed by its auditors). The Company appealed this determination by requesting a listing qualification hearing, submitted a plan of compliance to the Exchange and was subsequently advised that, based on this submission, the hearing would be delayed for an indeterminate period. The Company recently provided an update to the AMEX staff on its plan and activities and was informed that its plan to regain compliance with the continued listing standards by June 30, 2003 had been approved. The Company understands that it has been, and will continue to be subject to periodic review by the Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards could result in the Company being delisted from the American Stock Exchange.

On April 1, 2003 Bionova Holding submitted a filing with the Securities and Exchange Commission requesting a fifteen-day extension to file its Form 10-K for the year ended December 31, 2002. In this filing the Company indicated it had encountered some issues in reconciling its intercompany accounts, which now have been reconciled. While the financial statements are still being reviewed with Bionova Holding's independent accountants, it is expected that the results as reported in this filing will be close to those presented in the 10-K, as reflected below.

In December 2002, Bionova Produce, Inc., Bionova Produce of Texas, Inc. and R.B. Packing of California, Inc., the Company's major distributors of fresh produce in the United States, signed agreements for a new set of credit facilities with Wells Fargo Business Credit, Inc. which run through April 2006. There are three separate, but related loan components associated with these credit facilities. First, Bionova Produce, Inc. was extended a "permanent term loan" of $1.75 million, which will be amortized over 10 years. Interest is charged at the Wells Fargo prime rate of interest plus 1.5%, and interest and principal amortization payments are made on a monthly basis. The second component is a "seasonal term loan" of $1.75 million, although only $1.25 million will be extended at this time.

Interest is charged at the prime rate of interest plus 1.5%, and interest payments are made on a monthly basis. The principal on this seasonal term loan is amortized each year during the months of January through April, and may then be borrowed again in full on May 1. The third component is a $7 million revolving line of credit to support working capital requirements. This revolving line of credit must be paid down to a maximum of $1.5 million for a 30 day period between July 1 and September 30 each year. Interest on this revolving line of credit is charged at the Wells Fargo prime rate of interest plus 1.0%.

All three components of the credit facilities are secured by all of the real and intangible assets of the three U.S. distributing companies and are guaranteed by both Bionova Holding and its parent company, Savia. The key covenants associated with these credit facilities are that the three distributing companies as a group must maintain a minimum net worth of $8.75 million, a debt service coverage ratio of at least 1.25 to 1, achieve minimum levels of quarterly earnings before taxes to be agreed between the Company and Wells Fargo annually, and the distributing group may not experience a net loss during any month that exceeds $0.5 million or a net loss for a two month period that exceeds $0.3 million.

Also, there are provisions in the credit agreement that may permit Wells Fargo Business Credit, Inc. to declare an event of default if Savia fails to complete the restructuring of its debt facilities with its banks by March 31, 2003. As of the date of this press release the Company believes it is in compliance with all of the covenants of these facilities with the exception of the Savia covenant. While Savia believes it now has reached a verbal understanding with its creditors and expects to move ahead with the corresponding documentation to solidify an agreement, the restructuring is not yet complete. Bionova is in discussions with Wells Fargo Business Credit in an effort to reach an accommodation on this issue.

Due to the lengthy negotiation required to obtain these new credit facilities, the Bionova group of U.S. distributors was forced to scale back its plans to fund certain third party growers for the winter growing season.

A significant part of the $5.1 million fourth quarter net loss of the Company was directly attributable to losses incurred by Agrobionova, S.A. de C.V., the Company's Mexican growing subsidiary, because it was not able to fund growing operations as had been anticipated. Agrobionova and the U.S. distributing companies also expect their revenues in the first quarter of 2003 to be lower than the comparable periods in prior years due to the reduction in operations

caused by the delay in funding.

Bionova Holding also reported that on December 23, 2002, International Produce Holding Company, a wholly owned subsidiary of Bionova Holding Corporation, entered into an agreement with E. I. du Pont de Nemours and Company and its wholly owned subsidiary DuPont Chemical and Energy Operations, Inc. to buy all of the 575,000 Bionova Holding shares held by these two

companies. The price IPHC agreed to pay to DuPont was $0.05 per share, or a total of $28,750. DuPont was provided with a promissory note in exchange for its shares on December 23, and this note was paid in full on January 14, 2003.