546%,
respectively .92, the present value of
scheduled payments on the Note based on a fixed spread pricing
formula, which is calculated to the First Call Date as defined
in the Offer to Purchase , utilizing a yield equal to the
Reference Treasury Note, plus 50 basis points, namely the
Tender Offer Yield; plus

(ii) the product of 35% and $1,102.

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Treasury Note due October 15, 2008 (the "Reference
Treasury Note")., New York City
time, on Monday, April 4, 2005, unless earlier terminated or extended
(such date and time, as the same may be extended, the "Consent Time "). is a wholly owned subsidiary of
Seminis, Inc. From strategic risk analysis to comprehensive content
monitoring solutions to enterprise infrastructure design, THISA partners offer
the highest level of technical expertise and strong customer commitment.

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00 payment (a
"Consent Payment"), payable only in respect of Notes that are tendered
with consents on or prior to the Consent Time., New York City time, on
April 19, 2005 (the "Expiration Date"), unless extended.

About Seminis Vegetable Seeds, Inc. Vericept's patent pending
Intelligent Content Control Engine(TM) dramatically reduces security risks and
"insider threats" within an organization.

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72 per $1,000
principal amount of the Notes, which includes a $45. Vericept understands the importance of
protecting health information and helping covered entities monitor for HIPAA
compliance. For
more information, visit http: //www.

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Vericept's HIPAA Solution
Safeguarding Protected Health Information (PHI), has been a key objective
of the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
however establishing processes and procedures for HIPAA compliance can be
challenging for organizations.

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, New York City time, today and is calculated based in part on the
3.
The consent solicitation will expire at 5:00 p. The company uses seeds as the delivery
vehicle for innovative agricultural technology. Since its founding in 1999, Vericept has been assisting
healthcare organizations with compliance, financial and reputation risk. By standardizing
methodologies and best practices, and offering access to the latest
technologies and in-depth training and support resources, THISA delivers
best-in-class IT systems and services that cater to healthcare organizations
of any size, and help them address today's critical HIPAA and other compliance
requirements.

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25% Senior Subordinated Notes Due 2013 (the
"Notes"), as well as a related consent solicitation under the Offer to
Purchase and Consent Solicitation Statement dated March 22, 2005 (the
"Tender Offer").125% U.S.org/ASP/index .

.

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In addition, holders
will be paid accrued and unpaid interest on the tendered Notes up to,
but not including, the applicable settlement date.

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50, which is equal to the
price at which Seminis Vegetable Seeds is permitted to redeem
up to 35% of the Notes with the proceeds of an equity offering
or capital contribution (the "Equity Clawback Price").
Based on its patent -pending Intelligent Content Control Engine(TM), the
Vericept HIPAA Solution helps healthcare providers and organizations analyze,
monitor, report on and control all Internet-based transmissions of PHI to
identify and prevent:

* Electronic transmission of unencrypted PHI

* Identify unencrypted HL7 transmissions

* Unauthorized access and/or theft of PHI

* Rogue protocol usage

Vericept specifically helps healthcare organizations with adherence to
HIPAA by monitoring the electronic transmission of protected health
information.vericept.

.

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Seminis Vegetable Seeds Inc. Announces the Determination of the Consideration for its 10.25% Senior Subordinated Notes due 2013

Notes validly tendered after the Consent Time
and on or prior to the Expiration Date will have a settlement date one
business day following the expiration of the tender offer. Its products are
designed to reduce the need for agricultural chemicals, increase crop
yield, reduce spoilage , offer longer shelf life, create better tasting
foods and foods with better nutritional content.

By standardizing methodologies and providing access to the latest
technologies, in-depth training and support resources, THISA has created a new
class of healthcare solution providers.

About Vericept Corporation
Vericept Corporation is the leading provider of comprehensive compliance
and content control solutions. Vericept's real-time content
capture enables organizations to act immediately and prevent loss of valuable
information assets.

preceding rectangles

Business Editors

OXNARD , Calif. Any comments or statements made herein do not necessarily
reflect those of JPMorgan, Global Bondholder Services, or their
respective subsidiaries and affiliates.

Vericept Becomes Founding Member of Technology Council for Trusted Healthcare Information Solutions Alliance

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m.
Holders who validly tender their Notes by the Consent Time will be
eligible to receive the total consideration.

262.

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The total consideration for each Note will be equal to
the sum of:

(i ) the product of 65% and $1,225. In either
case, holders whose Notes are purchased will be paid accrued and
unpaid interest up to, but not including, the applicable settlement
date.
JPMorgan is the sole Dealer Manager for the tender offer and the
consent solicitation and can be contacted at 866 -834-4666 (toll free).

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Notes validly tendered and not withdrawn prior to the Consent Time
will have a settlement date of April 5, 2005, assuming the Consent
Time is not extended. DENVER, Vericept Corporation, the leading provider
of comprehensive compliance and content control solutions, today announced
they have become a founding member of the Technology Council for Trusted
Healthcare Information Solutions Alliance (THISA).

About THISA
The Trusted Healthcare Information Solutions Alliance (THISA) is a
national network of regional IT solution providers, dedicated to providing the
healthcare industry with new options for high-value information solutions that
reduce costs, improve convenience, and increase compliance. Vericept's technology protects more than 2 million users
and over 650 customers worldwide everyday.0274.

Fibonacci numbers, named after Italian mathematician Leonardo Fibonacci, are the numbers in the Fibonacci sequence 0, 1, 1, 2, 3, 5, 8, 13, 21, .

derivation equivalence

----Seminis Vegetable
Seeds, Inc.
The tender offer will expire at 11:59 p. Tendered Notes may not be withdrawn and consents may not
be revoked after the Consent Time.

For additional information, please visit the company's web site at
http://www.

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It is not
intended as an offer or solicitation for the purchase or sale of any
financial instrument or as an official confirmation of any
transaction .
THISA is a national network of regional solution providers dedicated to
delivering high confidence information solutions to healthcare organizations
looking to reduce costs, improve convenience and maintain compliance.
As a result of their continued commitment to the healthcare industry, both
Vericept as well as THISA will be participating in The HIMSS Annual Conference
(http://www.asp ) which will take place
February 13th - 16th in San Diego, CA.

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00 per $1,000 principal amount.org.

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announced today the determination of the consideration
payable in its previously announced cash tender offer for any and all
of its outstanding 10. Holders who validly
tender their Notes after the Consent Time, and on or prior to the
Expiration Date will be eligible to receive the Tender Offer
Consideration, which consists of the Total Consideration less the
Consent Amount of $45. Seminis has
established a worldwide presence and global distribution network that
spans 150 countries and territories. Only Vericept offers comprehensive solutions that provide 360-degree
visibility and control of inappropriate activity across all forms of Internet
traffic, such as email, chat, P2P, and FTP.

, each of which, after the second is the sum of the two previous ones.

theorists equivalence

, the largest developer , producer and marketer of
vegetable seeds in the world.
"By becoming a member of THISA's Technology Council, Vericept is leading
the healthcare compliance and security industry by providing direct insight
and feedback to THISA's efforts in providing healthcare organizations with
solutions for maintaining compliance," said Joe Cortale, Senior Vice President
of Worldwide Sales and Marketing for Vericept Corporation.himss.THISA.

proportion rectangles

The tender
offer is subject to several conditions, including , among other things,
receipt, on or prior to the Consent Time, of consents in respect of at
least a majority in principal amount of the Notes.m.
Global Bondholder Services is the Information Agent and the Depositary
for the tender offer and the consent solicitation and can be contacted
at 212 -430-3774 (collect) or toll free at 866-470-4300.

Seminis Vegetable Seeds, Inc.

This communication is for informational purposes only. Vericept mitigates internal risk by providing
enterprise-wide visibility that enables full control of the information
exchanged inside and outside an organization .

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The Total Consideration for the Notes was determined as of 2:00
p. The Reference Security Yield and the Tender Offer
Yield to calculate the Total Consideration are 4.

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046% and 4.

The detailed methodology for calculating the total consideration
for Notes is outlined in the Offer to Purchase and Consent
Solicitation Statement dated March 22, 2005 relating to the tender
offer and the consent solicitation.m. Vericept is a privately held
company headquartered in Denver, Colorado.com or call 800.

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From strategic risk analysis to
comprehensive content monitoring solutions to enterprise infrastructure
design, THISA partners offer the highest level of technical expertise, strong
customer commitment , and the ability to deliver on time, in scope, and on
budget.

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The total consideration for the Notes (the "Total Consideration"),
which will be payable in respect of the Notes that are accepted for
payment and that were validly tendered and not withdrawn on or prior
to the Consent Time (as defined below), will be $1,182.
Holders who tender their Notes must consent to the proposed
amendments . These can include regulation
compliance violations, information leaks, inappropriate Internet activity and
more.