EXHIBIT 4.9

                  FORGIVENESS OF DEBT AND CANCELLATION OF NOTE

         Pursuant to Section 2.2 of that certain Exchange and Stock Issuance
Agreement between Bionova Holding Corporation, a Delaware corporation (the
"Company"), and Savia, S.A. de C.V., a corporation organized under the laws of
the United Mexican States ("Savia"), dated March 29, 2004 (the "Exchange
Agreement"), Savia hereby forgives $53,033,424.84 of the principal amount of
that certain $55,459,743.57 principal amount Promissory Note of the Company,
dated December 30, 2002 (the "Bionova Note"), and all accrued and unpaid
interest thereon.

         Further, the Company and Savia acknowledge that the Exchange and the
Debt Forgiveness, as those terms are defined in the Exchange Agreement, have
been consummated and, as a result thereof and pursuant to Section 2.3 of the
Exchange Agreement, Savia herewith surrenders the original copy of the Bionova
Note to the Company for cancellation, and the Company hereby cancels the Bionova
Note.

         Dated:   March 29, 2004


                              SAVIA, S.A. de C.V.


                              By:  /s/ Alfonso Romo
                                   -------------------------------
                              Name:    Alfonso Romo
                              Title:   Chief Executive Officer


                              BIONOVA HOLDING CORPORATION


                              By:  /s/ Jose Manuel Garcia
                                   ----------------------------
                              Name:    Jose Manuel Garcia
                              Title:   Chief Executive Officer