BACKGROUND

                                                                    Exhibit 10.4

                     TERMINATION OF STOCK PURCHASE AGREEMENT


         This Termination of Stock Purchase Agreement dated as of December
28, 2000 (this "Termination"), is entered into by and between Bionova
International, Inc., a Delaware corporation ("International"), and Bionova
Holding Corporation, a Delaware corporation formerly known as DNAP Holding
Corporation (the "Company").

                                   BACKGROUND

         WHEREAS, International and the Company entered into that certain
Stock Purchase Agreement dated as of October 1, 1998 (the "Stock Purchase
Agreement"), and the Closing contemplated by the Stock Purchase Agreement
occurred;

         WHEREAS, International and the Company are parties to that certain
Purchase Agreement dated as of December 28, 2000 (the "Purchase Agreement");

         WHEREAS, the execution and delivery of this Agreement by
International is a condition to the execution of the Purchase Agreement by
the Company;

         WHEREAS, International and the Company desire to enter into an
agreement pursuant to which the Stock Purchase Agreement shall be canceled
and be of no further force or effect as of the date of this Agreement; and

         WHEREAS, International and the Company desire to enter into this
Agreement for such purpose;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by the parties hereto, the parties hereto agree as follows:

         1. The Stock Purchase Agreement is hereby canceled and of no further
force or effect. Without limiting the generality of the foregoing, the
parties agree that the Company has no obligation to complete the Rights
Offering (as defined in the Stock Purchase Agreement).

         2. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws thereof.

                                     * * *





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized representatives as of the day and year
first above written.


BIONOVA HOLDING CORPORATION                     BIONOVA INTERNATIONAL, INC.


By: /s/ Xxxxxxxx Xxxxxxx                        By: /s/ Xxxxxxxxx Muzza
    -----------------------------                   --------------------------
       Name:    Xxxxxxxx Xxxxxxx                    Name: Xxxxxxxxx Muzza
       Title:  Chief Executive Officer              Title:  Director and
                                                            Treasurer















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