CADIZ INC
5TH AMENDMENT TO ING LOAN
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>5
<FILENAME>exhibit10-9.txt
<DESCRIPTION>5TH AMENDMENT TO ING LOAN
<TEXT>

                                                     EXHIBIT 10.9
                                                     ------------


           FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

                           dated as of

                          March 7, 2002

         for Credit Agreement originally executed as of

                        November 25, 1997

                              among

                           CADIZ INC.,

                    The Lenders Party Hereto

                               and

                 ING BARING (U.S.) CAPITAL LLC,

                     as Administrative Agent


                        TABLE OF CONTENTS
                                                             Page

SECTION 1.01 Defined terms. . . . . . . . . . . . . . . . . . . . . . . . ..2
SECTION 1.02 [Intentionally Omitted]. . . . . . . . . . . . . . . . . . . .18
SECTION 1.03 Terms Generally. . . . . . . . . . . . . . . . . . . . . . . .18
SECTION 1.04 Accounting Terms; GAAP. . . . . . . . . . . . . . . . . . . . 18
SECTION 2.01 Commitments. . . . . . . . . . . . . . . . . . . . . . . . . .19
SECTION 2.02 Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.03 Requests for Borrowings. . . . . . . . . . . . . . . . . . . .20
SECTION 2.04 Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . .20
SECTION 2.05 [Intentionally Omitted] . . . . . . . . . . . . . . .. . . . .20
SECTION 2.06 Funding of Borrowings. . . . . . . . . . . . . . . . . . . . .20
SECTION 2.07 Conversion of Rights for Holders of Tranche B Loans. . . . . .21
SECTION 2.08 Security. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.09 Termination and Reduction of Commitments. . . . . . . . . . . 28
SECTION 2.10 Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . 29
SECTION 2.11 Prepayment of Loans; Reborrowings. . . . . . . . . . . . . . .30
SECTION 2.12 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.13 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.14 Stock Payment Election. . . . . . . . . . . . . . . . . . . . 31
SECTION 2.15 Increased Costs. . . . . . . . . . . . . . . . . . . . . . . .32
SECTION 2.16 Increased Costs; Problems Ascertaining
             Applicable Interest Rate. . . . . . . . . . . . . . .. . . . .33
SECTION 2.17 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 2.18 Payments Generally; Pro Rata Treatment;
             Sharing of Set-offs. . . . . . . . . . . . . . . . . . . . . .34
SECTION 2.19 Mitigation Obligations; Replacement of Lenders. . . . . . . . 35
SECTION 2.20 Break Funding Payments. . . . . . . . . . . . . . . . . . . . 36
SECTION 2.21 Certain Mandatory Prepayments . . . . . . . . . . . . . . . . 37
SECTION 2.22 Registration Rights . . . . . . . . . . . . . . . . . . . . . 38
SECTION 3.01 Organization Powers . . . . . . . . . . . . . . . . . . . . . 39
SECTION 3.02 Authorization; Enforceability . . . . . . . . . . . . . . . . 39
SECTION 3.03 Governmental Approvals; No Conflicts . . . . . . . . . . . . .39
SECTION 3.04 Financial Condition; No Material Adverse Change . . . . . . . 39
SECTION 3.05 Properties . . . . . . . . . . . . . . . . . . . . . . . . . .40
SECTION 3.06 Litigation and Environmental Matters . . . . . . . . . . . . .40
SECTION 3.07 Compliance with Laws and Agreements . . . . . . . . . . . . . 40
SECTION 3.08 Investment and Holding Company Status . . . . . . . . . . . . 41
SECTION 3.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 3.10 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 3.11 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . .41
SECTION 3.12 Security Interests . . . . . . . . . . . . . . . . . . . . . .41
SECTION 3.13 Participating Subsidiaries . . . . . . . . . . . . . . . . . .42
SECTION 3.14 Inactive Subsidiaries . . . . . . . . . . . . . . . . . . . . 42
SECTION 3.15 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . .42
SECTION 3.16 Excluded Items . . . . . . . . . . . . . . . . . . . . . . . .42
SECTION 3.17 Equity Acquisition Assets . . . . . . . . . . . . . . . . . . 42

                             Page i

SECTION 3.18 Rolling Stock. . . . . . . . . . . . . . . . . . . . . . . . .42
SECTION 3.19 Certain Acknowledgements . . . . . . . . . . . . . . . . . . .43
SECTION 3.20 No Satisfaction. . . . . . . . . . . . . . . . . . . . . . . .43
SECTION 4.01 Effective Date . .. . . . . . . . . . . . . . . . . . . . . . 44
SECTION 4.02 Each Credit Event . . .. . . . . . . . . . . . . . . . . . . .48
SECTION 5.01 Financial Statements and Other Information. . . . . . . . . . 48
SECTION 5.02 Notices of Material Events. . . . . . . . . . . . . . . . . . 49
SECTION 5.03 Existence; Conduct of Business. . . . . . . . . . . . . . . . 50
SECTION 5.04 Payment of Obligations. . . . . . . . . . . . . . . . . . . . 50
SECTION 5.05 Maintenance of Properites; Insurance. . . . . . . . . . . . . 50
SECTION 5.06 Books and Records; Inspection Rights. . . . . . . . . . . . . 50
SECTION 5.07 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . 50
SECTION 5.08 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . .50
SECTION 5.09 New Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 5.10 Acquisition by Borrower. . . . . . . . . . . . . . . . . . . .51
SECTION 5.11 Acquisitions with Proceeds of Loans . . . . . . . . . . . . . 52
SECTION 5.12 Revolving Credit Agreement Warrants . . . . . . . . . . . . . 52
SECTION 5.13 Stock Payment Common Stock. . . . . . . . . . . . . . . . . . 53
SECTION 5.14 Conversion Shares. . . . . . . . . . . . . . . . . . . . . . .53
SECTION 6.01 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 6.02 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
SECTION 6.04 Fundamental Changes. . . . . . . . . . . . . . . . . . . . . .55
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . . 56
SECTION 6.05 Hedging Agreements. . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.06 Restricted Payments. . . . . . . . . . . . . . . . . . . . . .56
SECTION 6.07 Transactions with Affiliates. . . . . . . . . . . . . . . . . 56
SECTION 6.08 Restrictive Agreements. . . . . . . . . . . . . . . . . . . . 57
SECTION 6.09 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . .57
SECTION 6.10 Management Fees from Sun World. . . . . . . . . . . . . . . . 57
SECTION 8.01 Appointment, Powers and Immunities . . . . . . . . . . . . . .61
SECTION 8.02 Administrative Agent in its Individual Capacity. . . . . . . .61
SECTION 8.03 Nature of Duties of Administrative Agent. . . . . . . . . . . 62
SECTION 8.04 Certain Rights of Administrative Agent. . . . . . . . . . . . 62
SECTION 8.05 Reliance by Administrative Agent. . . . . . . . . . . . . . . 62
SECTION 8.06 Sub-Agents. . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.07 Resignation by Administrative Agent. . . . . . . . . . . . . .63
SECTION 8.08 Non-Reliance on Administrative Agent and Other Lenders. . . . 63
SECTION 8.09 Security Documents. . . . . . . . . . . . . . . . . . . . . . 64
SECTION 9.01 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .64
SECTION 9.02 Waivers; Amendments. . . . . . . . . . . . . . . . . . . . . .66
SECTION 9.03 Expenses; Indemnity; Damage Waiver. . . . . . . . . . . . . . 67
SECTION 9.04 Successors and Assigns. . . . . . . . . . . . . . . . . . . . 68
SECTION 9.05 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 9.06 Counterparts; Integration, Effectiveness . . . . . . . . . . .70
SECTION 9.07 Severability. . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 9.08 Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . .70

                             Page ii

SECTION 9.09 Governing Law; Jurisdiction;
             Consent to Service of Process. . . . . . . . . . . . . . . . .71
SECTION 9.10 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . 71
SECTION 9.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 9.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 9.13 Foreclosure of Cadiz/Sun World Lease. . . . . . . . . . . . . 72
SECTION 9.14 Waiver of Anti-Deficiency Protection. . . . . . . . . . . . . 73
SECTION 9.15 Costs Borne by Non-Prevailing Party . . . . . . . . . . . . . 73
SECTION 9.16 Interest Rate Limitation. . . . . . . . . . . . . . . . . . . 73
SECTION 9.17 Status of ING . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 9.18 Amendments to Sun World Indenture . . . . . . . . . . . . . . 73
SECTION 9.19 General Release . . . . . . . . . . . . . . . . . . . . . . . 74

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 2.04 -- Borrower's Wire Instructions for Initial Borrowing
Schedule 3.13 -- Borrower's Participating Subsidiaries
Schedule 3.14 -- Borrower's Inactive Subsidiaries
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.08 -- Existing Restrictions

EXHIBITS:
Exhibit A - Additional Stock Letter Agreement
Exhibit B - Form of Assignment and Acceptance
Exhibit C - Cadiz Reaffirmation Agreement
Exhibit D - Fee Warrant Certificate
Exhibit E - Tranche A Note, with Amendments thereto (previously executed)
Exhibit F - Tranche B Note
Exhibit G - Purchaser Certificate
Exhibit H - Registration Rights Addendum
Exhibit I -  Fourth Amendment to Revolving Credit Note
Exhibit J -  Fourth Modification of Pledge and Security Agreement
Exhibit K - Fourth Modification of Revolver Deed of Trust
Exhibit L - Fourth Modification of Revolver SWFG Deed of Trust
Exhibit M - Fourth Modification of Revolver Piute Deed of Trust
Exhibit N - Form of Opinion of Borrower's Counsel

                            Page iii

          FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of
March 7, 2002, among CADIZ INC. (f/k/a Cadiz Land Company, Inc.),
the LENDERS party hereto, and ING BARING (U.S.) CAPITAL LLC.
(f/k/a ING Baring (U.S.) Capital Corporation), as Administrative
Agent.

                      W I T N E S S E T H:

          WHEREAS,  pursuant  to  that certain  Revolving  CrediL
Agreement,  dated  as of November 25, 1997 (the  "1997  Revolving
Credit Agreement"), among Borrower, the Lenders party thereto and
the Administrative Agent, as agent for such Lenders, such Lenders
agreed to provide a revolving credit facility to Borrower;

          WHEREAS,  pursuant to that certain First  Amendment  to
Credit  Agreement, dated as of September 28, 1999, by and between
Borrower,  Lenders  and  the  Administrative  Agent  (the  "First
Amendment Agreement"), the parties agreed to amend certain  terms
of the 1997 Revolving Credit Agreement;

          WHEREAS,  pursuant to that certain Second Amendment  to
Credit  Agreement, dated as of December 22, 1999, by and  between
Borrower,  Lenders  and  the Administrative  Agent  (the  "Second
Amendment  Agreement"), and the other Second Amendment Documents,
as  defined in the Second Amendment Agreement (collectively,  the
"Second  Amendment  Documents"),  the  parties  agreed  to  amend
certain  terms of the 1997 Revolving Credit Agreement, as amended
and in effect at that time;

          WHEREAS,  pursuant to that certain Third  Amendment  to
Credit  Agreement, dated as of December 22, 2000, by and  between
Borrower,  Lenders  and  the  Administrative  Agent  (the  "Third
Amendment Agreement"), as amended by that certain First Amendment
to  Third  Amendment to Credit Agreement dated as of October  22,
2001 between Borrower, Lenders and the Administrative Agent,  and
the  other  Third Amendment Documents, as defined  in  the  Third
Amendment   Agreement   (collectively,   the   "Third   Amendment
Documents"),  the parties agreed to amend certain  terms  of  the
1997 Revolving Credit Agreement, as amended and in effect at that
time;

          WHEREAS,  pursuant to that certain Fourth Amendment  to
Credit  Agreement, dated as of January 31, 2002, by  and  between
Borrower,  Lenders  and  the Administrative  Agent  (the  "Fourth
Amendment  Agreement"), and the other Fourth Amendment Documents,
as  defined in the Fourth Amendment Agreement (collectively,  the
"Fourth  Amendment  Documents"),  the  parties  agreed  to  amend
certain  terms of the 1997 Revolving Credit Agreement, as amended
and in effect at that time;

          WHEREAS,  the  Borrower  has requested  that  the  1997
Revolving  Credit  Agreement, as amended and in  effect  at  this
time, be amended and restated in its entirety and that

                             Page 1

          an  additional  new  $10 million convertible  revolving
facility be added to the existing credit facility;

          WHEREAS,  the Lenders and the Administrative Agent  are
willing to amend and restate the 1997 Revolving Credit Agreement,
as  amended  and in effect at this time, in its entirety  on  the
terms and subject to the conditions and requirements set forth in
this Agreement.

          NOW  THEREFORE,  in consideration of the  premises  and
mutual  covenants contained herein, the parties to this Agreement
hereby  agree  to  amend  and restate the 1997  Revolving  Credit
Agreement, as amended and in effect at this time, in its entirety
as follows:

                            ARTICLE I

                           DEFINITIONS
                           -----------

          SECTION 1.01.  DEFINED TERMS.  As used in this
Agreement, the following terms have the meanings specified below:

           "ADDITIONAL STOCK LETTER AGREEMENT" means that certain
letter agreement between Borrower and Administrative Agent in the
form as attached hereto in Exhibit A that provides that Borrower
shall issue 25,000 shares of Borrower's common stock to the
Administrative Agent if at least the principal amount of
$10,000,000 of Term Loan Obligations and/or Tranche A Loans are
not prepaid (and, to the extent that Tranche A Loans are prepaid,
with the termination and permanent reduction of Tranche A
Commitments in such amount) between the Effective Date and on or
prior to July 31, 2002.

          "ADMINISTRATIVE AGENT" means ING Baring (U.S.) Capital
LLC, in its capacity as administrative agent for the Lenders
hereunder.

          "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

          "AFFILIATE" means, with respect to a specified Person,
another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

          "AGREEMENT" means this Fifth Amended and Restated
Credit Agreement, dated as of the date set forth above, among
Borrower, the Lenders party hereto, and the Administrative Agent.

          "APPLICABLE INTEREST RATE" means, with respect to any
Borrowing for any Interest Period, either (a) if the Borrower
does not elect the Stock Payment Election, the Cash Payment Rate,
or (b) if the Borrower elects the Stock Payment Election, the
Stock Payment Rate.

          "APPLICABLE PERCENTAGE" means, with respect to any
Lender, the percentage of the total Commitments represented by
such Lender's Commitment.  If the Commitments have

                             Page 2

terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in effect,
giving effect to any assignments.

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and
acceptance entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of
Exhibit B or any other form approved by the Administrative Agent.

          "AVAILABILITY PERIOD" means the period from and
including the Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitments.

          "BOARD" means the Board of Governors of the Federal
Reserve System of the United States of America.

          "BORROWER" means Cadiz Inc., a Delaware corporation.

          "BORROWING" means Loans of a Lender made, converted or
continued on the same date.

          "BORROWING REQUEST" means a request by the Borrower for
a Borrowing in accordance with Section 2.03.

          "BUSINESS DAY" means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City
are authorized or required by law to remain closed.

          "CADIZ REAFFIRMATION AGREEMENT" means the agreement
evidencing Borrower's assumption and reaffirmation of all
liabilities and obligations of Cadiz Valley Development
Corporation in the form as attached hereto in Exhibit C.

          "CADIZ/SUN WORLD LEASE" means that certain Agricultural
Lease by and between Southwest Fruit Growers, L.P. and the
Borrower (both in its own capacity and as successor by merger to
Cadiz Valley Development Corporation), the lessors, and Sun
World, as lessee, dated as of September 13, 1996, as amended by
that certain Amendment to Lease with Lender Cure Rights between
Southwest Fruit Growers, L.P., Cadiz, Sun World and Credit
Agricole, dated as of September 13, 1996, as further amended by
that certain Amendment to Agricultural Lease, dated as of April
16, 1997, as further amended from time to time.

          "CADIZ/SUN WORLD SERVICES AGREEMENT" means that certain
Services Agreement between Borrower and Sun World, dated
September 13, 1996, as amended by that certain Amendment dated as
of April 16, 1997, as further amended from time to time.

          "CAPITAL LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases
on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                             PAGE 3

          "CASH EQUIVALENT" has the meaning assigned to such term
in the Sun World Indenture.

          "CASH PAYMENT RATE" means the sum of (a) the LIBO Rate,
computed in accordance with Section 2.13, plus (b) 3.0%.

          "CHANGE IN CONTROL" means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Commission thereunder
as in effect on the date hereof), of shares representing more
than 35% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Borrower;
(b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who
were neither (i) nominated by the board of directors of the
Borrower nor (ii) appointed by directors so nominated; or (c) the
acquisition of direct or indirect Control of the Borrower by any
Person or group.

          "CHANGE IN LAW" means (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in
any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date
of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.15(b), by any lending office of such Lender
or by such Lender's holding company, if any) with any request,
guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of
this Agreement.

          "CHARGES" has the meaning ascribed to such term in
Section 9.16 hereof.

          "CLOSING PRICE" means the last sale price per share of
Common Stock regular way or, in the case no such reported sale
takes place on such day, the average of the last reported bid and
asked prices regular way, in either case on the principal
national securities exchange on which the Common Stock is
admitted to trading on such exchange, the average of the last
reported bid and asked prices as reported by Nasdaq, or other
similar organization if Nasdaq is no longer reporting such
information, or if not so available, the fair market price, as
determined in good faith by the Administrative Agent.

          "CODE" means the Internal Revenue Code of 1986, as
amended from time to time.

          "COMMISSION" means the Securities and Exchange
Commission.

          "COMMITMENT" means, with respect to each Lender, the
sum of such Lenders' Tranche A Commitments and Tranche B
Commitments, as such commitments may be (a) reduced from time to
time pursuant to Section 2.09 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The aggregate amount of all of the
Lenders' Commitments on the Effective Date will be $25,000,000.

          "COMMON STOCK" means authorized common stock, $0.01 par
value, of the Borrower.

                             Page 4

          "CONTROL" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise.  "CONTROLLING" and
"CONTROLLED" have meanings correlative thereto.

          "CONVERSION LOAN AMOUNT" shall have the meaning
ascribed to such term in Section 2.07(a) hereof.

          "CONVERSION PRICE" shall have the meaning ascribed to
such term in Section 2.07(a) hereof.

          "CONVERSION SHARES" shall have the meaning ascribed to
such term in Section 2.07(b) hereof.

          "DEFAULT" means any event or condition which
constitutes an Event of Default or which upon notice, lapse of
time or both would, unless cured or waived, become an Event of
Default.

          "DISCLOSED MATTERS" means the actions, suits and
proceedings and the environmental matters disclosed in any
periodic and other reports, proxy statements and other materials
filed by the Borrower or any Subsidiary with the Commission that
are publicly available.

          "Dollars" or "$" refers to lawful money of the United
States of America.

          "EFFECTIVE DATE" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).

          "EIGHTH WARRANT CERTIFICATE" means the Eight Warrant
Certificate issued in connection with the Fourth Amendment
Agreement.

          "ELEVENTH WARRANT CERTIFICATE" means the Eleventh
Warrant Certificate issued in connection with the Fourth
Amendment Agreement.

          "ENVIRONMENTAL LAWS" means all laws, rules,
regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.

          "ENVIRONMENTAL LIABILITY" means any liability,
contingent or otherwise (including any liability for damages,
costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

                             Page 5

          "EQUITY ACQUISITION ASSET" has the meaning set forth in
Section 5.10(c) hereof.

          "EQUITY ACQUISITION THRESHOLD" has the meaning set
forth in Section 5.10(c) hereof.

          "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

          "ERISA AFFILIATE" means any trade or business (whether
or not incorporated) that, together with the Borrower, is treated
as a single employer under Section 414(b) or (c) of the Code or,
solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of
the Code.

          "ERISA EVENT" means (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which
the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d)
of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan;
(d) the incurrence by the Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any
ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or
to appoint a trustee to administer any Plan; (f) the incurrence
by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; or (g) the receipt by the Borrower or
any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to
be, insolvent or in reorganization, within the meaning of Title
IV of ERISA.

          "EVENT OF DEFAULT" has the meaning assigned to such
term in Article VII.

          "EXCHANGE ACT" has the meaning set forth in
Section 9.17 hereof.

          "EXCLUDED ITEM" has the meaning set forth in
Section 5.10(b) hereof.

          "EXCLUDED ITEMS/ROLLING STOCK THRESHOLD" has the
meaning set forth in Section 5.10(b) hereof.

          "EXCLUDED TAXES" means, with respect to the
Administrative Agent, any Lender, any other recipient of any
payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or
by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request
by the Borrower under Section 2.19(b)), any withholding tax that
is imposed on amounts payable to

                             Page 6

such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender's failure to comply with
Section 2.17(e), except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 2.17(a).

          "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
weighted average (rounded upwards, if necessary, to the next
1/100 of 1%) of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day
by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

          "FEE WARRANT CERTIFICATE" means the three-year warrants
that will vest and become exercisable commencing on August 1,
2002 if at least the principal amount of $10,000,000 of Term Loan
Obligations and/or Tranche A Loans are not prepaid (and, to the
extent that Tranche A Loans are prepaid, with the termination and
permanent reduction of Tranche A Commitments in such amount)
between the Effective Date and on or prior to July 31, 2002, for
the purchase up to 100,000 shares of Cadiz's common stock with an
exercise price equal to the average closing price for all trading
days in July 2002, that entitles the holder thereof to purchase
up to 100,000 shares based upon the terms and conditions set
forth therein, in the form as attached hereto in Exhibit D.

          "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or controller of the
Borrower.

          "FIRST AMENDMENT AGREEMENT" has the meaning ascribed to
such term in the recitals hereto.

          "FIXED RATE" means, with respect to any Borrowing for
any Interest Period, either (a) if the Borrower does not elect
the Stock Payment Election, the Cash Payment Rate or (b) if the
Borrower elects the Stock Payment Election, the Stock Payment
Rate.

          "FOREIGN LENDER" means any Lender that is organized
under the laws of a jurisdiction other than that in which the
Borrower is located.  For purposes of this definition, the United
States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

          "FOURTH AMENDMENT AGREEMENT" has the meaning ascribed
to such term in the recitals hereto.

          "FOURTH AMENDMENT DOCUMENTS" has the meaning ascribed
to such term in the recitals hereto.

          "GAAP" means generally accepted accounting principles
in the United States of America.

                             Page 7

           "GOVERNMENTAL AUTHORITY" means the government of the
United States of America, any other nation or any political
subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or
pertaining to government.

          "GUARANTEE" of or by any Person (the "GUARANTOR") means
any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase
of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of
assuring the owner of such Indebtedness or other obligation of
the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business.

          "HAZARDOUS MATERIALS" means all explosive or
radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

          "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price
protection agreement or other interest or currency exchange rate
or commodity price hedging arrangement.

          "INACTIVE SUBSIDIARIES" means all Subsidiaries of the
Borrower, excluding Sun World Entities, that (a) do not conduct
any business activities and (b) hold no assets or properties
(either tangible or intangible).

          "INDEBTEDNESS" of any Person means, without
duplication, (a) all obligations of such Person for borrowed
money or with respect to deposits or advances of any kind,
(b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by
such Person, (e) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding
current accounts payable incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such
Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an

                             Page 8

account party in respect of letters of credit and letters of
guaranty and (j) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances.  The Indebtedness
of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness
provide that such Person is not liable therefor.

          "INDEMNIFIED TAXES" means Taxes other than Excluded
Taxes.

          "INDEMNITEE" has the meaning ascribed to such term in
Section 9.03(b) hereof.

          "ING" means ING Baring (U.S.) Capital LLC, a Delaware
company.

          "ING COLLATERAL" means the collateral security granted,
pledged or hypothecated to the Administrative Agent or the
Lenders under the Security Documents to secure the payment and
satisfaction of the obligations hereunder and under the other
Loan Documents, including the Revolving Loan Obligations.

          "INTEREST PAYMENT DATE" means the last day of the
Interest Period applicable to the Borrowing of which such Loan is
a part.

          "INTEREST PERIOD" means each period commencing on the
date of such Borrowing or the last day of the next preceding
Interest Period for such Borrowing and ending thereafter on the
first to occur of March 15, June 15, September 15 and December 15
in each year, provided, that (i) except as provided in clauses
(ii) and (iii) below, if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day, (ii) any Interest Period
that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in
the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest
Period, and (iii) if any Interest Period would end after the
Maturity Date, such Interest Period shall end on the Maturity
Date.  For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made.

          "LENDERS" means the Person or Persons, as the case may
be, listed on Schedule 2.01 and any other Person that shall have
become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

          "LIBO RATE" means, with respect to any Borrowing for
any Interest Period, the rate per annum at which the
Administrative Agent is offered dollar deposits in the London
interbank market at approximately 11:30 a.m. (London time) of the
first day of the relevant Interest Period, for the number of
months comprised therein and in an amount equal to the amount of
the indebtedness to be outstanding hereunder for such Borrowing
during such Interest Period.

          "LIEN" means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title

                             Page 10

retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to
such securities.

          "LOAN DOCUMENTS" means this Agreement, each Security
Document, each Note, the First Amendment Agreement, the Second
Amendment Documents, the Third Amendment Documents, the Fourth
Amendment Documents, and any other document, instrument or
agreement delivered, executed or to be executed under or in
connection with any of the foregoing.

          "LOAN OBLIGATIONS" means collectively, the Revolving
Loan Obligations and the Term Loan Obligations.

          "LOANS" OR "REVOLVING LOANS" means, collectively, the
Tranche A Loans and the Tranche B Loans, each as made pursuant to
Section 2.03 or 2.04 hereof.

          "MATERIAL ADVERSE EFFECT" means a material adverse
effect on (a) the business, assets, operations, prospects or
condition, financial or otherwise, of the Borrower and the
Subsidiaries taken as a whole, (b) the ability of the Borrower to
perform any of its obligations under this Agreement or any other
Loan Document, (c) the rights of or benefits available to the
Lenders under this Agreement or any other Loan Document, or
(d) the Transactions.

          "MATERIAL INDEBTEDNESS" means Indebtedness (other than
the Loans), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its
Subsidiaries, but excluding SWFG and PSWRI, in an aggregate
principal amount exceeding $500,000.  For purposes of determining
Material Indebtedness, the "principal amount" of the obligations
of the Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

          "MATURITY DATE" means January 31, 2003.

          "MAXIMUM RATE" has the meaning ascribed to such term in
Section 9.16 hereof.

          "MOODY'S" means Moody's Investors Service, Inc.

          "MORTGAGES" means, collectively, (a) any mortgage
agreement or deed of trust dated as of the Effective Date for the
benefit of Mortgagee pursuant to Section 2.08 and (b) each other
mortgage granted to Mortgagee pursuant to Sections 2.08, 5.10 and
5.11, each substantially in the form as annexed to the 1997
Revolving Credit Agreement.

          "MORTGAGEE" means, with respect to any Mortgage, the
Administrative Agent as mortgagee or beneficiary thereof, for
itself and on behalf of the Lenders, under such Mortgage.

          "MULTIEMPLOYER PLAN" means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                             Page 10

          "1997 REVOLVING CREDIT AGREEMENT" has the meaning
ascribed to such term in the recitals hereto.

          "NINTH WARRANT CERTIFICATE" means the Ninth Warrant
Certificate issued in connection with the Fourth Amendment
Agreement.

          "NON-ADVERSE AMENDMENT" has the meaning set forth in
Section 9.19 hereof.

          "NOTES" means, collectively, the Tranche A Notes and
the Tranche B Notes.

          "OBLIGORS"  has the meaning assigned to such term in
the Pledge and Security Agreement.

          "OTHER TAXES" means any and all present or future stamp
or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement.

          "PARTICIPANTS" has the meaning ascribed to such term in
Section 9.04(e) hereof.

          "PARTICIPATING SUBSIDIARIES" means the Subsidiaries
excluding (a)the Inactive Subsidiaries, (b) the Sun World
Entities, and (c) SWFG.

          "PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity
performing similar functions.

          "PERMITTED ENCUMBRANCES" means:

          (a)  Liens imposed by law for taxes that are not yet
     due or are being contested in compliance with Section 5.04;

          (b)  carriers', warehousemen's, mechanics',
     materialmen's, repairmen's and other like Liens imposed by
     law, arising in the ordinary course of business and securing
     obligations that are not overdue by more than 30 days or are
     being contested in compliance with Section 5.04;

          (c)  pledges and deposits made in the ordinary course
     of business in compliance with workers' compensation,
     unemployment insurance and other social security laws or
     regulations;

          (d)  deposits to secure the performance of bids, trade
     contracts, leases, statutory obligations, surety and appeal
     bonds, performance bonds and other obligations of a like
     nature, in each case in the ordinary course of business;

          (e)  easements, zoning restrictions, rights-of-way and
     similar encumbrances on real property imposed by law or
     arising in the ordinary course of business that do not
     secure any monetary obligations and do not materially
     detract from the value of the

                             Page 11

     affected property or interfere with the ordinary conduct of
     business of the Borrower or any Participating Subsidiary;

          (f)  Liens arising out of any judgment awarded against
     the Borrower which have been discharged, vacated, reversed
     or execution thereof stayed pending appeal;

          (g)  any other Lien with respect to which the Borrower
     or related lessee shall have provided a bond or other
     security in an amount and under terms reasonably
     satisfactory to the Required Lenders and which does not
     involve any material risk of the sale, forfeiture or loss of
     any interest in Borrower's real or personal property; and

          (h)    the Liens of the Security Documents;

     provided that the term "Permitted Encumbrances" shall not
     include any Lien securing Indebtedness.

               "PERMITTED INVESTMENTS" means:

          (a)  Cash Equivalents; and

          (b)  transactions permitted pursuant to the provisions
     of Sections 5.10 and 5.11 hereof.

          "PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.

          "PLAN" means any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA, and
in respect of which the Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA
be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "PLEDGE AND SECURITY AGREEMENTS" means, collectively,
(a) any security agreement dated as of the Effective Date for the
benefit of the Administrative Agent, for itself and on behalf of
the Lenders, pursuant to Section 2.08, (b) any stock pledge
agreement pursuant to which the shares of capital stock of each
Participating Subsidiary are pledged to the Administrative Agent,
and (c) each other security agreement executed pursuant to
Sections 2.08, 5.10 and 5.11, each substantially (to the extent
applicable) in the form as annexed to the 1997 Revolving Credit
Agreement, as amended from time to time thereafter.

          "PREPAYMENT DATE" has the meaning set forth in
Section 2.11 hereof.

          "PSWRI" means P.S.W.R.I. Limited, a Guernsey
corporation.

          "PURCHASER CERTIFICATE" means the Purchaser Certificate
in the form as attached hereto in Exhibit G.

          "REGISTER" has the meaning set forth in Section 9.04.

                             Page 12

          "REGISTRABLE COMMON STOCK" means (a) Stock Payment
Common Stock and (b) any additional shares of Common Stock issued
or distributed by way of dividend, stock split or other
distribution in respect of the Stock Payment Common Stock, or
acquired by way of any rights offering or similar offering made
in respect of the Stock Payment Common Stock or any of the
foregoing.

          REGISTRATION RIGHTS ADDENDUM means the Registration
Rights Addendum agreed to by Borrower in favor of ING in the form
attached hereto as Exhibit H.

          "RELATED PARTIES" means, with respect to any specified
Person, such Person's Affiliates and the respective directors,
officers, employees, agents and advisors of such Person and such
Person's Affiliates.

          "RELEASED PARTIES" has the meaning ascribed to such
term in Section 9.19 hereof.

          "REQUIRED LENDERS" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing at
least 66 2/3% of the sum of the total Revolving Credit Exposures
and unused Commitments at such time.

          "RESTRICTED PAYMENT" means any dividend or other
distribution (whether in cash, securities or other property) with
respect to any shares of any class of capital stock of the
Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such
shares of capital stock of the Borrower or any option, warrant or
other right to acquire any such shares of capital stock of the
Borrower.

          "REVISED AND RESTATED ADDITIONAL DRAW WARRANT
CERTIFICATE" means the Revised and Restated Additional Draw
Certificate issued in connection with the Fourth Amendment
Agreement.

          "REVISED AND RESTATED INITIAL DRAW CERTIFICATE" means
the Revised and Restated Initial Draw Certificate issued in
connection with the Fourth Amendment Agreement.

          "REVOLVER DEED OF TRUST" means that certain Deed of
Trust, Assignment of Rents, Security Agreement, Financing
Statement and Fixture Filing, dated November 25, 1997, as amended
from time to time, executed by Borrower in favor of the
Administrative Agent for the benefit of itself and the Lenders,
which was recorded on November 26, 1997, as Instrument No.
19970434910 in the Official Records of San Bernardino County
California.

          "REVOLVER (PIUTE) DEED OF TRUST" means that certain
Deed of Trust, Assignment of Rents, Security Agreement, Financing
Statement and Fixture Filing, dated as of July 1, 1999, as
amended from time to time, executed by Borrower in favor of the
Administrative Agent for the benefit of itself and the Lenders,
which was recorded on December 23, 1999, as Instrument No. 524213
in the Official Records of San Bernardino County California.

           "REVOLVER (SWFG) DEED OF TRUST" means that certain
Deed of Trust, Assignment of Rents, Security Agreement, Financing
Statement and Fixture Filing, dated October 30, 1998,

                             Page 13

as amended from time to time, executed by Borrower in favor of
the Administrative Agent for the benefit of itself and the
Lenders, which was recorded on November 4, 1998, as Instrument
No. 19980473321 in the Official Records of San Bernardino County
California.

          "REVOLVER DEEDS OF TRUST" means, collectively, the
Revolver Deed of Trust, the Revolver (Piute) Deed of Trust, the
Revolver (SWFG) Deed of Trust and any and all mortgages and deeds
of trust delivered pursuant to Sections 5.10 and 5.11 hereof.

          "REVOLVING CREDIT EXPOSURE" means, with respect to any
Lender at any time, the sum of the outstanding principal amount
of such Lender's Tranche A Loans and Tranche B Loans.

          "REVOLVING CREDIT AGREEMENT WARRANTS" collectively, the
Revised and Restated Initial Draw Warrant Certificate, the
Revised and Restated Additional Draw Warrant Certificate, the
Eighth Warrant Certificate, the Ninth Warrant Certificate, the
Tenth Warrant Certificate, the Eleventh Warrant Certificate and
the Fee Warrant Certificate, each as revised, restated and in
effect from time to time.

          "REVOLVING LOAN OBLIGATIONS" means the obligations of
Borrower to the Administrative Agent and/or the Lenders under the
Loan Documents, as amended and in effect from time to time.

          "ROLLING STOCK":  has the meaning assigned to such term
in the Pledge and Security Agreement.

          "S&P" means Standard & Poor's.

          "SECOND AMENDMENT AGREEMENT" has the meaning ascribed
to such term in the recitals hereto.

          "SECOND AMENDMENT DOCUMENTS" has the meaning ascribed
to such term in the recitals hereto.

          "SECURITIES ACT" has the meaning set forth in
Section 9.17 hereof.

          "SECURITY DOCUMENTS" means, collectively, the Mortgages
and the Pledge and Security Agreement.

          "STOCK PAYMENT" has the meaning set forth in
Section 2.14 hereof.

          "STOCK PAYMENT COMMON STOCK" has the meaning set forth
in Section 5.13 hereof.

          "STOCK PAYMENT ELECTION" has the meaning set forth in
Section 2.14 hereof.

                             Page 14

          "STOCK PAYMENT ELECTION DEADLINE" has the meaning set
forth in Section 2.14 hereof.

          "STOCK PAYMENT ELECTION REQUEST" means a request by
Borrower to make a payment of accrued interest for a Borrowing
through the remittance of the Stock Payment in accordance with
Section 2.14.

          "STOCK PAYMENT RATE" means the sum of (a) the LIBO
Rate, computed in accordance with Section 2.13, plus (b) 7.0%.

          "SUBSIDIARY" means, with respect to any Person (the
"parent") at any date, any corporation, limited liability
company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the
parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities
or other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or
(b) that is, as of such date, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and
one or more subsidiaries of the parent.

          "SUBSIDIARY" means any subsidiary of the Borrower.

          "SUN WORLD" means Sun World International, Inc., a
Subsidiary of the Borrower.

          "SUN WORLD DOCUMENTS" has the meaning assigned to such
term in the Term Fifth Global Amendment Agreement.

          "SUN WORLD ENTITIES" means Sun World and its
subsidiaries.

          "SUN WORLD INDENTURE" means that certain Indenture,
dated as of April 16, 1997, among Sun World, Borrower, the
Subsidiary Guarantors thereto, and the Sun World Trustee, as
amended by that certain Amendment to Indenture, dated as of
October 9, 1997, as further amended by any Non-Adverse
Amendments.

          "SUN WORLD NOTES" means the $115,000,000 of 11 1/4%
First Mortgage Notes due April 15, 2004 issued pursuant to the
Sun World Indenture.

          "SUN WORLD TRUSTEE" means IBJ Schroder Bank & Trust
Company in its capacity as the trustee under the Sun World
Indenture.

          "SWFG" means Southwest Fruit Growers, L.P., a Delaware
limited partnership.

          "TAXES" means any and all present or future taxes,
levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.

          "TENTH WARRANT CERTIFICATE" means the Tenth Warrant
Certificate issued in connection with the Fourth Amendment
Agreement.

          "TERM LOAN OBLIGATIONS" means the obligations of
Borrower to ING under the Term Loan Documents.
                             Page 15

          "TERM LOAN DOCUMENTS" means collectively, the Credit
Documents (as defined in the Term Fifth Global Amendment
Agreement), each as amended and modified from time to time.

          "TERM FIFTH GLOBAL AMENDMENT AGREEMENT" means that
certain Fifth Global Amendment Agreement, dated as of January 31,
2002, between Cadiz, as borrower, and ING, as lender, as amended
and modified from time to time.

          "THRESHOLD" has the meaning assigned to such term in
Section 2.11(c).

          "THIRD AMENDMENT AGREEMENT" has the meaning ascribed to
such term in the recitals hereto.

          "THIRD AMENDMENT DOCUMENTS" has the meaning ascribed to
such term in the recitals hereto.

          "TITLE POLICIES" has the meaning ascribed to such term
in Section 4.01(r) hereof.

          "TRANCHE A COMMITMENT" means, with respect to each
Lender, the commitment of such Lender to make Tranche A Loans,
expressed as an amount representing the maximum aggregate amount
of such Lender's Tranche A Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant
to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to
Section 9.04.  The initial amount of each Lender's Tranche A
Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which such Lender shall have assumed
its Tranche A Commitment, as applicable.  The aggregate amount of
the Tranche A Commitments on the Effective Date will be
$15,000,000, which amount has been fully drawn and is
outstanding.

          "TRANCHE A LENDERS" means the Lenders listed on
Schedule 2.01 who have a Tranche A Commitment greater than zero
set forth under their names, subject to the provisions of
Section 9.04 hereof pertaining to Persons becoming or ceasing to
be Lenders; "Tranche A Lender" shall mean any one of them.

          "TRANCHE A LOANS" shall have the meaning ascribed to
such term in Section 2.01(a) hereof.

          "TRANCHE A NOTES" means the Notes issued by Borrower
and payable to the order of the Lenders, as evidence of the
Tranche A Loans, each in the form of Exhibit E hereto, and any
extensions, renewals, modifications or replacements thereof or
therefor.

          "TRANCHE A REVOLVING CREDIT EXPOSURE" means, with
respect to any Tranche A Lender at any time, the sum of the
outstanding principal amount of such Lender's Tranche A Loans.

          "TRANCHE B COMMITMENT" means, with respect to each
Lender, the commitment of such Lender to make Tranche B Loans,
expressed as an amount representing the maximum aggregate amount
of such Lender's Tranche B Revolving Credit Exposure hereunder,
as such

                             Page 16

commitment may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to
Section 9.04.  The initial amount of each Lender's Tranche B
Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which such Lender shall have assumed
its Tranche B Commitment, as applicable.  The aggregate amount of
the Tranche B Commitments on the Effective Date will be
$10,000,000.

          "TRANCHE B LENDERS" means the Lenders listed on
Schedule 2.01 who have a Tranche B Commitment greater than zero
set forth opposite their names, subject to the provisions of
Section 9.04 hereof pertaining to Persons becoming or ceasing to
be Lenders; "Tranche B Lender" shall mean any one of them.

          "TRANCHE B LOANS" shall have the meaning ascribed to
such term in Section 2.01(b) hereof.

          "TRANCHE B NOTES" means the Notes issued by Borrower
and payable to the order of the Lenders, as evidence of the
Tranche B Loans, each in the form of Exhibit F hereto, and any
extensions, renewals, modifications or replacements thereof or
therefor.

          "TRANCHE B REVOLVING CREDIT EXPOSURE" means, with
respect to any Tranche B Lender at any time, the sum of the
outstanding principal amount of such Lender's Tranche B Loans.

          "TRANSACTIONS" means the execution, delivery and
performance by the Borrower of this Agreement, the other Loan
Documents, the transactions contemplated herein and therein, the
borrowing of Loans, and the use of the proceeds thereof.

          "WITHDRAWAL LIABILITY" means liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

          "WHOLLY OWNED SUBSIDIARY" means, with respect to any
Person, any corporation, partnership, or other entity of which
all of the equity securities or other ownership interests (other
than, in the case of a corporation, directors' qualifying shares)
are directly or indirectly owned or controlled by such Person or
one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.

          SECTION 1.02   [Intentionally Omitted]

          SECTION 1.03   TERMS GENERALLY.  The definitions of
     terms herein shall apply equally to the singular and plural
     forms of the terms defined.  Whenever the context may
     require, any pronoun shall include the corresponding
     masculine, feminine and neuter forms.  The words "include",
     "includes" and "including" shall be deemed to be followed by
     the phrase "without limitation".  The word "will" shall be
     construed to have the same meaning and effect as the word
     "shall".  Unless the context requires otherwise (a) any
     definition of or reference to any agreement, instrument or
     other document herein shall be construed as referring to
     such agreement, instrument or other document as from time to
     time amended, supplemented or otherwise modified (subject to
     any restrictions on such amendments, supplements or

                             Page 17

     modifications set forth herein), (b) any reference herein to
     any Person shall be construed to include such Person's
     successors and assigns, (c) the words "herein", "hereof" and
     "hereunder", and words of similar import, shall be construed
     to refer to this Agreement in its entirety and not to any
     particular provision hereof, (d) all references herein to
     Articles, Sections, Exhibits and Schedules shall be
     construed to refer to Articles and Sections of, and Exhibits
     and Schedules to, this Agreement and (e) the words "asset"
     and "property" shall be construed to have the same meaning
     and effect and to refer to any and all tangible and
     intangible assets and properties, including cash,
     securities, accounts and contract rights.

          SECTION 1.04   ACCOUNTING TERMS; GAAP.  Except as
     otherwise expressly provided herein, all terms of an
     accounting or financial nature shall be construed in
     accordance with GAAP, as in effect from time to time;
     provided that, if the Borrower notifies the Administrative
     Agent that the Borrower requests an amendment to any
     provision hereof to eliminate the effect of any change
     occurring after the date hereof in GAAP or in the
     application thereof on the operation of such provision (or
     if the Administrative Agent notifies the Borrower that the
     Required Lenders request an amendment to any provision
     hereof for such purpose), regardless of whether any such
     notice is given before or after such change in GAAP or in
     the application thereof, then such provision shall be
     interpreted on the basis of GAAP as in effect and applied
     immediately before such change shall have become effective
     until such notice shall have been withdrawn or such
     provision amended in accordance herewith.

                           ARTICLE II

                           THE CREDITS

          SECTION 2.01   COMMITMENTS.

          (a)  TRANCHE A LOANS.  Subject to the terms and
     conditions set forth herein, each Lender severally agrees,
     upon Borrower's request, to make loans (the "Tranche A
     Loans") to the Borrower from time to time during the
     Availability Period in an aggregate principal amount that
     will not result in such Lender's Tranche A Revolving Credit
     Exposure exceeding such Lender's Tranche A Commitment.
     Within the foregoing limits and subject to the terms and
     conditions set forth herein, and only if the full
     $10,000,000 in principal amount of the Tranche B Loans is
     outstanding and/or has been converted into Conversion Shares
     in accordance with Section 2.07 hereof, the Borrower may
     borrow, prepay and reborrow Tranche A Loans.

          (b)  TRANCHE B LOANS. Subject to the terms and
     conditions set forth herein, each Lender severally agrees,
     upon Borrower's request, to make loans (the "Tranche B
     Loans") to the Borrower from time to time during the
     Availability Period in an aggregate principal amount that
     will not result in such Lender's Tranche B Revolving Credit
     Exposure exceeding such Lender's Tranche B Commitment.
     Within the foregoing limits and subject to the terms and
     conditions set forth herein, the Borrower may borrow, prepay
     and reborrow Tranche B Loans.

          SECTION 2.02   LOANS AND BORROWINGS.

          (a)  Each Tranche A Loan shall be made as part of a
     Borrowing consisting of Tranche A Loans made by the Lenders
     ratably in accordance with their respective Tranche A

                             Page 18

     Commitments.  The failure of any Lender to make any Tranche
     A Loan required to be made by it shall not relieve any other
     Lender of its obligations hereunder; provided that the
     Tranche A Commitments of the Lenders are several and no
     Lender shall be responsible for any other Lender's failure
     to make Tranche A Loans as required.

          (b)  Each Tranche B Loan shall be made as part of a
     Borrowing consisting of Tranche B Loans made by the Lenders
     ratably in accordance with their respective Tranche B
     Commitments.  The failure of any Lender to make any Tranche
     B Loan required to be made by it shall not relieve any other
     Lender of its obligations hereunder; provided that the
     Tranche B Commitments of the Lenders are several and no
     Lender shall be responsible for any other Lender's failure
     to make Tranche B Loans as required.

          (c)  Each Borrowing shall be comprised entirely of
     Applicable Interest Rate Loans as the Borrower may request
     in accordance herewith.  Each Borrowing shall be in an
     aggregate amount equal to $2,500,000 or a larger multiple of
     $100,000 (provided that a Borrowing may be in an aggregate
     amount that is equal to the entire unused balance of the
     total Commitments).

          (d)  The Borrower shall not be entitled to request, or
     to elect to convert or continue, any Borrowing if the
     Interest Period requested with respect thereto would end
     after the Maturity Date.

          SECTION 2.03   REQUESTS FOR BORROWINGS.  Except for the
     Tranche B Loan Borrowing described in Section 2.04, the
     Borrower shall notify the Administrative Agent of such
     request by telephone not later than 1 p.m., New York City
     time, three Business Days before the date of the proposed
     Borrowing.  Any such notices received after 1 p.m., New York
     time, shall be deemed received on the next Business Day,
     Each such telephonic Borrowing Request shall be irrevocable
     and shall be confirmed promptly by hand delivery or telecopy
     to the Administrative Agent of a written Borrowing Request
     in a form approved by the Administrative Agent and signed by
     the Borrower.  Each such telephonic and written Borrowing
     Request shall specify the following information in
     compliance with Section 2.02:

      (i)        the aggregate amount of the requested
   Borrowing;

      (ii) the date of such Borrowing, which shall be a Business
 Day;

      (iii)   whether such Borrowing is a Tranche A Loan or a
               Tranche B Loan; and

      (iv)    the location and number of the Borrower's account
               to which funds are to be disbursed.

Promptly following receipt of a Borrowing Request in accordance
with this Section 2.03, the Administrative Agent shall (a) advise
each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing and
(b) as applicable, advise the Borrower of the number of shares of
the Borrower's Common Stock that may be purchased as a result of
the requested Borrowing through the exercise of the Revolving
Credit Agreement Warrants.

                             Page 19

          SECTION 2.04   BORROWING.  As of the Effective Date,
the Borrower shall be deemed to have requested a Tranche B Loan
Borrowing in the aggregate amount of $10,000,000, with the
Effective Date being the date of such Borrowing.  The location
and number of the Borrower's account to which these funds are to
be disbursed are set forth in Schedule 2.04 hereto.

          SECTION 2.05   [INTENTIONALLY OMITTED]

          SECTION 2.06   FUNDING OF BORROWINGS.

          (a)  Each Lender shall make each Loan to be made by it
     hereunder on the proposed date thereof by wire transfer of
     immediately available funds by 1 p.m., New York City time,
     to the account of the Administrative Agent most recently
     designated by it for such purpose by notice to the Lenders.
     The Administrative Agent will make such Loans available to
     the Borrower by promptly crediting the amounts so received,
     in like funds, to an account maintained and designated by
     the Borrower in the applicable Borrowing Request (or in the
     case of the Borrowing on the Effective Date, as set forth in
     Schedule 2.04 hereof).

          (b)  Unless the Administrative Agent shall have
     received notice from a Lender prior to the proposed date of
     any Borrowing that such Lender will not make available to
     the Administrative Agent such Lender's share of such
     Borrowing, the Administrative Agent may assume that such
     Lender has made such share available on such date in
     accordance with paragraph (a) of this Section 2.06 and may,
     in reliance upon such assumption, make available to the
     Borrower a corresponding amount.  In such event, if a Lender
     has not in fact made its share of the applicable Borrowing
     available to the Administrative Agent, then the applicable
     Lender hereby agrees to pay to the Administrative Agent
     forthwith on demand such corresponding amount with interest
     thereon, for each day from and including the date such
     amount is made available to the Borrower to but excluding
     the date of payment to the Administrative Agent, at the
     interest rate applicable to that Loan.  If such Lender pays
     such amount to the Administrative Agent, then such amount
     shall constitute such Lender's Loan included in such
     Borrowing.

          SECTION 2.07   CONVERSION RIGHTS FOR HOLDERS OF TRANCHE
          B LOANS.

          (a)  CONVERSION RIGHTS.  Each Tranche B Lender shall at
     any time have the right (at its sole option) to convert the
     unpaid principal and interest thereof, up to a maximum of
     (x) such Tranche B Lender's pro rata share of the Tranche B
     Loans plus (y) all accrued and unpaid interest thereon that
     is in arrears and delinquent at the time of such conversion
     (collectively, such amount a Tranche B Lender's "Conversion
     Loan Amount"), into the common stock of Borrower pursuant to
     the terms hereof.  The number of shares of Common Stock to
     be issued to such Tranche B Lender upon such conversion
     shall equal (x) such Tranche B Lender's Conversion Loan
     Amount as of such conversion date, divided by (y) a price
     per share initially equal to $8.00 (the "Conversion Price").
     The Conversion Price is subject to certain anti-dilution
     adjustments provided for below.  Within seven (7) Business
     Days of its receipt of a written notice from a Tranche B
     Lender that sets forth the Conversion Loan Amount that the
     Tranche B Loans is electing to be converted in accordance
     with the terms of this Section 2.07, Borrower shall issue
     the Conversion Shares relating to such election to such
     Tranche B Lender, provided

                             Page 20

     that Borrower shall make good faith efforts to issue and
     deliver such certificate prior to the expiration of such
     seven Business Day Period.

          (b)  ANTI-DILUTION PROVISIONS.  The Conversion Price
     and the number and kind of securities purchasable upon the
     exercise of the conversion rights set forth above (the
     "Conversion Shares") shall be subject to adjustment from
     time to time upon the happening of certain events as
     hereinafter provided in this Section 2.07.  The Conversion
     Price in effect at any time and the Conversion Shares shall
     be subject to adjustment as follows:

          (1)  In case the Borrower shall (i) pay a dividend or
     make a distribution on its shares of Common Stock in shares
     of Common Stock, (ii) subdivide or reclassify its
     outstanding Common Stock in shares of Common Stock into a
     greater number of shares, or (iii) combine or reclassify its
     outstanding Common Stock into a smaller number of shares,
     then the Conversion Price in effect at the time of the
     record date (and thereafter) for such dividend or
     distribution or of the effective date of such subdivision,
     combination or reclassification shall be adjusted so that
     such Conversion Price shall equal the price determined by
     multiplying the Conversion Price in effect immediately prior
     to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example,
     if the Borrower declares a 2 for 1 stock dividend or stock
     split and the Conversion Price immediately prior to such
     event was $8.00 per share, the adjusted Conversion Price
     immediately after such event would be $4.00 per share.

     Such adjustment shall be made successively whenever any
     event listed in this Subsection (1) shall occur.

          (2)  In case the Borrower shall hereafter issue rights
     or warrants to all holders of its Common Stock entitling
     them to subscribe for or purchase shares of Common Stock (or
     securities convertible into Common Stock) at a price (or
     having a conversion price or exercise price per share) less
     than the current market price of the Common Stock (as
     defined below) on the record date mentioned below, then the
     Conversion Price shall be adjusted so that the Conversion
     Price shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior to the record
     date mentioned below by a fraction, the numerator of which
     shall be the sum of the number of shares of Common Stock
     outstanding on the record date mentioned below and the
     number of additional shares of Common Stock which the
     aggregate offering price of the total number of shares of
     Common Stock so offered (or the aggregate conversion or
     exercise price of the securities so offered) would purchase
     at such current market price per share of the Common Stock,
     and the denominator of which shall be the sum of the number
     of shares of Common Stock outstanding on such record date
     and the number of additional shares of Common Stock offered
     for subscription or purchase (or into which the convertible
     securities so offered are convertible).  Such adjustment
     shall be made successively whenever such rights or warrants
     are issued and shall become effective immediately after the
     record date for the determination of shareholders entitled
     to receive such rights or warrants; and to the extent that
     shares of Common Stock are not delivered

                             Page 21

     (or securities convertible or exercisable into Common Stock
     are not delivered) after the expiration of such rights or
     warrants the Conversion Price shall be readjusted to the
     Conversion Price which would then be in effect had the
     adjustments made upon the issuance of such rights or
     warrants been made upon the basis of delivery of only the
     number of shares of Common Stock (or securities convertible
     into or exercisable for Common Stock) actually delivered.

          (3)  In case the Borrower shall hereafter distribute to
     all holders of its Common Stock evidences of its
     indebtedness or assets (excluding regular cash dividends or
     distributions and dividends or distributions referred to in
     Subsection (1) above) or subscription rights or warrants
     (excluding those referred to in Subsection (2) above), then
     in each such case the Conversion Price in effect thereafter
     shall be determined by multiplying the Conversion Price in
     effect immediately prior thereto by a fraction, the
     numerator of which shall be the total number of shares of
     Common Stock outstanding multiplied by the current market
     price per share of Common Stock (as defined in
     Subsection (8) below), less the aggregate fair market value
     (as determined in good faith by the Borrower's Board of
     Directors and reasonably acceptable to the Administrative
     Agent on behalf of the Tranche B Lenders) of said assets or
     evidences of indebtedness so distributed or of such rights
     or warrants, and the denominator of which shall be the total
     number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

     Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately
     after the record date for the determination of shareholders
     entitled to receive such distribution.

          (4)  In case the Borrower shall issue shares of its
     Common Stock (excluding shares issued (a) in any of the
     transactions described in Subsection (1) above, (b) upon
     exercise of options granted to the Borrower's employees
     under a plan or plans adopted by the Borrower's Board of
     Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but
     only to the extent that the aggregate number of shares
     excluded hereby and issued after the date hereof, shall not
     exceed 5% of the Borrower's Common Stock outstanding at the
     time of any issuance), (c) upon exercise of options and
     warrants outstanding at the date hereof, and conversion of
     the loan amounts provided for herein, (d) upon the exercise
     or conversion of any security as to which the Conversion
     Price has already been adjusted pursuant to Subsection (5)
     below, and (e) to shareholders of any corporation which
     merges into the Borrower in proportion to their stock
     holdings of such corporation immediately prior to such
     merger, upon such merger, or issued in a bona fide public
     offering pursuant to a firm commitment underwriting, but
     only if no adjustment is required pursuant to any other
     provision of this Section 2.07(b) (without regard to
     Subsection (9) below) with respect to the transaction giving
     rise to such rights) for a consideration per share less than
     the current market price per share defined in Subsection (8)
     below, then on the date the Borrower fixes the offering
     price of such additional shares, the Conversion Price shall
     be adjusted immediately thereafter so that it shall equal
     the price determined by multiplying the Conversion Price in
     effect immediately prior thereto by a fraction, the
     numerator of which shall be the sum of the number of shares
     of Common Stock outstanding

                             Page 22

     immediately prior to the issuance of such additional shares
     and the number of shares of Common Stock which the aggregate
     consideration received (determined as provided in
     Subsection (7) below) for the issuance of such additional
     shares would purchase at such current market price per share
     of Common Stock, and the denominator of which shall be the
     number of shares of Common Stock outstanding immediately
     after the issuance of such additional shares.

     Such adjustment shall be made successively whenever such an
     issuance is made; provided, however, that no such adjustment
     shall be made unless, in such issuance, the Borrower issues
     shares of Common Stock in an amount which, when combined
     with all other issuances of Common Stock after the date
     hereof and all other issuances of securities convertible
     into or exchangeable for its Common Stock after the date
     hereof, which securities are excluded from Subsections (4)
     or (5) by operation of this proviso or the proviso in the
     last Section of Subsection (5), would exceed 20% of the
     Borrower's Common Stock outstanding immediately prior to the
     time of such issuance.

          (5)  In case the Borrower shall issue any securities
     convertible into or exercisable or exchangeable for its
     Common Stock (excluding securities issued in transactions
     described in Subsections (2) and (3) above) for a
     consideration per share of Common Stock initially
     deliverable upon conversion, exercise or exchange of such
     securities (determined as provided in Subsection (7) below)
     less than the current market price per share (as defined in
     Subsection (8) below) in effect immediately prior to the
     issuance of such securities, then the Conversion Price shall
     be adjusted immediately thereafter so that it shall equal
     the price determined by multiplying the Conversion Price in
     effect immediately prior thereto by a fraction, the
     numerator of which shall be the sum of the number of shares
     of Common Stock outstanding immediately prior to the
     issuance of such securities and the number of shares of
     Common Stock which the aggregate consideration received
     (determined as provided in Subsection (7) below) for such
     securities would purchase at such current market price per
     share of Common Stock, and the denominator of which shall be
     the sum of the number of shares of Common Stock outstanding
     immediately prior to such issuance and the maximum number of
     shares of Common Stock of the Borrower deliverable upon
     conversion or exercise of, or in exchange for, such
     securities at the initial conversion or exchange price or
     rate.

     Such adjustment shall be made successively whenever such an
     issuance is made; provided, however, that no such adjustment
     shall be made unless, in such issuance, the Borrower issues
     securities convertible into or exercisable or exchangeable
     for a number of shares of its Common Stock in an amount
     which, when combined with all other issuances of Common
     Stock after the date hereof and all other issuances of
     securities convertible into or exercisable or exchangeable
     for its Common Stock after the date hereof, which securities
     are excluded from Subsections (4) or (5) by operation of
     this proviso or the proviso in the last Section of
     Subsection (4), would exceed 20% of the Borrower's Common
     Stock outstanding immediately prior to the time of such
     issuance.

          (6)  Whenever the Conversion Price is adjusted pursuant
     to Subsections (1), (2), (3), (4) and (5) above, the number
     of Conversion Shares purchasable pursuant to the terms
     hereof shall simultaneously be adjusted by multiplying the
     number of

                             Page 23

     Conversion Shares issuable upon conversion pursuant to the
     terms hereof immediately prior to such adjustment by the
     Conversion Price in effect immediately prior to such
     adjustment and dividing the product so obtained by the
     Conversion Price, as adjusted.

          (7)  For purposes of any computation respecting
     consideration received pursuant to Subsections (4) and (5)
     above, the following shall apply:

          (A)  in the case of the issuance of shares of Common
     Stock for cash, the consideration shall be the amount of
     such cash, provided that in no case shall any deduction be
     made for any commissions, discounts or other expenses
     incurred by the Borrower for any underwriting of the issue
     or otherwise in connection therewith:

          (B)  in the case of the issuance of shares of Common
     Stock for a consideration in whole or in part other than
     cash, the consideration other than cash shall be deemed to
     be the fair market value thereof as determined in good faith
     by the Board of Directors of the Borrower (irrespective of
     the accounting treatment thereof) and reasonably acceptable
     to the Administrative Agent on behalf of the Tranche B
     Lenders; and

          (C) in the case of the issuance of securities
     convertible into or exchangeable or exercisable for shares
     of Common Stock, the aggregate consideration received
     therefor shall be deemed to be the consideration received by
     the Borrower for the issuance of such securities plus the
     additional minimum consideration, if any, to be received by
     the Borrower upon the conversion, exercise or exchange
     thereof (the consideration in each case to be determined in
     the same manner as provided in clauses (A) and (B) of this
     Subsection (7)).

          (8)  For the purpose of any computation under
Subsections (2), (3), (4) and (5) above, the current market price
per share of Common Stock at any date shall be deemed to be the
average of the daily closing prices for 30 consecutive business
days before such date.  The closing price for each day shall be
the last sale price regular way or, in case no such reported sale
takes place on such day, the average of the last reported bid and
asked prices regular way, in either case on the principal
national securities exchange on which the Common Stock is
admitted to trading or listed, or if not listed or admitted to
trading on such exchange, the average of the last reported bid
and asked prices as reported by NASDAQ, or other similar
organization if NASDAQ is no longer reporting such information,
of if not so available, the fair market price as determined in
good faith by the Board of Directors and reasonably acceptable to
the Administrative Agent on behalf of the Tranche B Lenders.

          (9)  No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price; provided,
however, that any adjustments which by reason of this
Subsection (9) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment
required to be made hereunder.  All calculations pursuant to the
terms hereof shall be made to the nearest cent or to the nearest
one-

                             Page 24

hundredth of a share, as the case may be.  Anything herein to the
contrary notwithstanding, the Borrower shall be entitled, but
shall not be required, to reduce the Conversion Price, in
addition to those changes required by the terms and provisions
hereof, as it, in its sole discretion, shall determine to be
advisable in order that any dividend or distribution in shares of
Common Stock, subdivision, reclassification or combination of
Common Stock, issuance of warrants to purchase Common Stock or
distribution or evidences of indebtedness or other assets
(excluding cash dividends) referred to hereinabove in the terms
and provisions hereof hereafter made by the Borrower to the
holders of its Common Stock shall not result in any tax to such
holders of its Common Stock or securities convertible into or
exercisable or exchangeable Common Stock.

          (10) In the event that at any time, as a result of an
adjustment made pursuant to Subsection (1) above, a Tranche B
Lender shall become entitled to receive any shares of the
Borrower, other than Common Stock, thereafter the number of such
other shares so receivable upon conversion pursuant to the terms
hereof shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in
Subsections (1) to (9), inclusive above. The Borrower may retain
a firm of independent certified public accountants selected by
the Board of Directors (who may be the regular accountants
employed by the Borrower) to make any computation required
pursuant to the terms hereof, and a certificate signed by such
firm shall be conclusive evidence of the correctness of such
adjustment absent manifest error or negligence.

          (c)  OFFICER'S CERTIFICATE.  Whenever the Conversion
     Price or number of Conversion Shares shall be adjusted as
     required by the provisions of this Section 2.07, the
     Borrower shall forthwith file in the custody of its
     Secretary or an Assistant Secretary at its principal office
     and with its stock transfer agent, if any, an officer's
     certificate showing the adjusted Conversion Price or number
     of Conversion Shares determined as herein provided, setting
     forth in reasonable detail the facts requiring such
     adjustment, including a statement of the number of
     additional shares of Common Stock, if any, and such other
     facts as shall be necessary to show the reason for and the
     manner of computing such adjustment.  Each such officer's
     certificate shall be made available at all reasonable times
     for inspection by any Tranche B Lender and the Borrower
     shall, forthwith after each such adjustment, mail a copy by
     certified mail of such certificate to such Tranche B Lender.

          (d)  NOTICES TO TRANCHE B LENDERS.  So long any Tranche
     B Lender shall have the conversion rights set forth herein,
     (i) if the Borrower shall pay any dividend or make any
     distribution upon the Common Stock or (ii) if the Borrower
     shall offer to the holders of Common Stock for subscription
     or purchase by them any share of or class of its capital
     stock or any other rights or (iii) if any capital
     reorganization of the Borrower, reclassification of the
     capital stock of the Borrower, consolidation or merger of
     the Borrower with or into another entity, sale, lease, or
     transfer of all or substantially all of the property and
     assets of the Borrower to another entity, or voluntary or
     involuntary dissolution, liquidation or winding up of the
     Borrower shall be effected, then in any such case, the
     Borrower shall cause to be mailed by certified mail to such
     Tranche B Lender, at least fifteen days prior the record
     date specified in (x) or (y) below, as the case may be, a
     notice containing a brief description of the proposed action
     and stating the date on which

                             Page 25

     (x) a record is to be taken for the purpose of such
     dividend, distribution or offer of rights, or (y) such
     reclassification, reorganization, consolidation, merger,
     conveyance, lease, transfer, sale dissolution, liquidation
     or winding up is to take place and the date, if any is to be
     fixed, as of which the holders of Common Stock or other
     securities shall be entitled to receive cash or other
     property deliverable upon such reclassification,
     reorganization, consolidation, merger, conveyance, lease,
     transfer, sale, dissolution, liquidation or winding up.

          (e)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In
     case of any reclassification, capital reorganization or
     other change of outstanding shares of Common Stock of the
     Borrower, or in case of any consolidation or merger of the
     Borrower with or into another entity (other than a merger
     with a subsidiary in which merger the Borrower is the
     continuing corporation and which does not result in any
     reclassification, capital reorganization or other change of
     outstanding shares of Common Stock of the class issuable
     upon conversion of Conversion Loan Amounts pursuant to the
     terms hereof) or in case of any sale, lease, or conveyance
     to another entity of all or substantially all of the
     property and assets of the Borrower, the Borrower shall, as
     a condition precedent to such transaction, cause effective
     provisions to be made so that each Tranche B Lender shall
     have the right thereafter by conversion of Conversion Loan
     Amounts pursuant to the terms hereof, to purchase the kind
     and amount of shares of stock and other securities and
     property receivable upon such reclassification, capital
     reorganization and other change, consolidation, merger,
     sale, lease or conveyance by a holder of the number of
     shares of Common Stock which might have been purchased upon
     conversion of Conversion Loan Amounts pursuant to the terms
     hereof immediately prior to such reclassification, change,
     consolidation, merger, sale, lease or conveyance.  Any such
     provision shall include provision for adjustments which
     shall be as nearly equivalent as may be practicable to the
     adjustments provided for herein.  The Borrower shall not
     effect any such reorganization, consolidation, merger, sale
     or conveyance unless prior to or simultaneously with the
     consummation thereof the survivor or successor corporation
     (if other than the Borrower) resulting from such
     reorganization, consolidation or merger or the corporation
     purchasing such assets shall assume by written instrument
     executed and sent to each Tranche B Lender of the obligation
     to deliver to such Tranche B Lender such shares of stock,
     securities or assets as, in accordance with the foregoing
     provisions, such Tranche B Lender may be entitled to
     receive, and containing the express assumption by such
     successor corporation of the due and punctual performance
     and observance of every provision herein to be performed and
     observed by the Borrower and of all liabilities and
     obligations of the Borrower hereunder.  The foregoing
     provisions of this Section 2.07(e) shall similarly apply to
     successive reclassifications, capital reorganizations, and
     changes of shares of Common Stock and to successive
     consolidations, mergers, sales, leases or conveyances.  In
     the event that in connection with any such capital
     reorganization or reclassification, consolidation,  merger,
     sale, lease or conveyance, additional shares of Common Stock
     shall be issued in exchange, conversion, substitution, or
     payment, in whole or in part, for a security of the Borrower
     other than Common Stock, any such issue shall be treated as
     an issue of Common Stock covered by the provisions of
     Subsection 2.07(b)(1) hereof.

          SECTION 2.08   SECURITY.  The Borrower's obligations
     under this Agreement shall be secured in accordance with
     and/or have the benefit of the Pledge and Security
     Agreement, the Mortgages, any other Security Document, and
     each other mortgage, security interest, pledge agreement or
     other document granted pursuant to Sections 5.09, 5.10 and
     5.11.

                             Page 26

          SECTION 2.09   TERMINATION AND REDUCTION OF
     COMMITMENTS.

          (a)  Unless previously terminated, the Commitments
     shall terminate on the Maturity Date.

          (b)  The Borrower may at any time terminate, or from
     time to time reduce, the Tranche A Commitments; provided
     that (i) each reduction of the Tranche A Commitments shall
     be in an amount that is an integral multiple of $500,000 and
     not less than $2,500,000 and (ii) the Borrower shall not
     terminate or reduce the Tranche A Commitments if, after
     giving effect to any concurrent prepayment of the Loans in
     accordance with Section 2.11, the sum of the Tranche A
     Revolving Credit Exposures would exceed the total Tranche A
     Commitments.

          (c)  Subject to the Tranche B Lenders right to exercise
     its conversion rights under Section 2.07 hereof, the
     Borrower may at any time terminate, or from time to time
     reduce, the Tranche B Commitments; provided that (i) each
     reduction of the Tranche B Commitments shall be in an amount
     that is an integral multiple of $500,000 and not less than
     $2,500,000, (ii) the Borrower shall not terminate or reduce
     the Tranche B Commitments unless the Tranche A Commitments
     have been reduced to zero and all other Loan Obligations
     (excluding the principal of the Tranche B Loans) have been
     repaid in full, and (iii) the Borrower shall not terminate
     or reduce the Tranche B Commitments if, after giving effect
     to any concurrent prepayment of the Loans in accordance with
     Section 2.11, the sum of the Tranche B Revolving Credit
     Exposures would exceed the total Tranche B Commitments.

          (d)  The Borrower shall notify the Administrative Agent
     of any election to terminate or reduce the Tranche A
     Commitments under paragraph (b) of this Section at least six
     (6) Business Days prior to the effective date of such
     termination or reduction, specifying such election and the
     effective date thereof.  The Borrower shall notify the
     Administrative Agent of any election to terminate or reduce
     the Tranche B Commitments under paragraph (c) of this
     Section at least ten (10) Business Days prior to the
     effective date of such termination or reduction, specifying
     such election and the effective date thereof, which
     termination or reduction shall be subject to the Tranche B
     Lenders rights to exercise the conversion rights under
     Section 2.07 hereof at any time prior to the expiration of
     such ten (10) Business Day period.  Promptly following
     receipt of any notice, the Administrative Agent shall advise
     the Lenders of the contents thereof.  Each notice delivered
     by the Borrower pursuant to this Section 2.09 shall be
     irrevocable; provided that a notice of termination of the
     Tranche A Commitments or Tranche B Commitments delivered by
     the Borrower may state that such notice is conditioned upon
     the effectiveness of other credit facilities, in which case
     such notice may be revoked by the Borrower (by notice to the
     Administrative Agent on or prior to the specified effective
     date) if such condition is not satisfied.  Any termination
     or reduction of the Tranche A Commitments or Tranche B
     Commitments shall be permanent.  Each reduction of the
     Tranche A Commitments or Tranche B Commitments shall be made
     ratably among the Lenders in accordance with their
     respective Tranche A Commitments or Tranche B Commitments.

          (e)  If at any time the aggregate outstanding principal
     amount of all of the Loans made by any Lender shall exceed
     the amount of the Commitment of such Lender, the Borrower
     shall immediately upon receipt of notice thereof from the
     Administrative Agent or

                             Page 27

     such Lender, or immediately upon the Borrower's acquiring
     actual knowledge thereof, prepay the Loans of such Lender to
     the extent necessary to eliminate such excess.

          (f)  Notwithstanding anything herein to the contrary,
     the sum of the aggregate outstanding principal balance of
     all Loans made by all Lenders at any one time shall not
     exceed the aggregate amount of all Commitments as then in
     effect.  If at any time the aggregate outstanding principal
     balance of the Loans exceeds the applicable limit stated in
     the immediately preceding sentence, the Borrower shall
     immediately upon receipt of notice thereof from the
     Administrative Agent or such Lender, or immediately upon the
     Borrower's acquiring actual knowledge thereof, prepay the
     Loans to the extent necessary to eliminate such excess.

          (g)  Any reduction of the Commitments under this
     Section 2.09 shall apply as a proportional and permanent
     reduction of the Commitments of each of the Lenders.  If the
     aggregate outstanding principal balance of the Loans exceeds
     any applicable limit specified hereunder after giving effect
     to any such reduction of the Commitments, Borrower shall
     immediately prepay such Loans to the extent necessary to
     eliminate such excess.

          (h)  In the event any reduction in the Commitments is
     made in accordance with this Section 2.09, the
     Administrative Agent will issue to the Borrower and each
     Lender a revised Schedule 2.01 to this Agreement reflecting
     such reduction, which revised Schedule 2.01 shall supersede
     and replace the prior version thereof and shall be
     substituted by each party in lieu thereof.

          SECTION 2.10   REPAYMENT OF LOANS; EVIDENCE OF DEBT.

          (a)  The Borrower hereby unconditionally promises to
     pay to the Administrative Agent for the account of each
     Lender the then unpaid principal amount of each Loan on the
     Maturity Date.

          (b)  Each Lender shall maintain in accordance with its
     usual practice an account or accounts evidencing the
     indebtedness of the Borrower to such Lender resulting from
     each Loan made by such Lender, including the amounts of
     principal and interest payable and paid to such Lender from
     time to time hereunder.

          (c)  The Administrative Agent shall maintain accounts
     in which it shall record (i) the amount of each Loan made
     hereunder and the Interest Period applicable thereto,
     (ii) the amount of any principal or interest due and payable
     or to become due and payable from the Borrower to each
     Lender hereunder and (iii) the amount of any sum received by
     the Administrative Agent hereunder for the account of the
     Lenders and each Lender's share thereof.

          (d)  The entries made in the accounts maintained
     pursuant to paragraph (b) or (c) of this Section shall be
     prima facie evidence of the existence and amounts of the
     obligations recorded therein; provided that the failure of
     any Lender or the Administrative Agent to maintain such
     accounts or any error therein shall not in any manner affect
     the obligation of the Borrower to repay the Loans in
     accordance with the terms of this Agreement.

          (e)  To further evidence the existence and amounts of
     the Borrower's obligations to pay principal and interest on
     each Loan made by a Lender hereunder, (i) with

                             Page 28

     respect to each Tranche A Loan, the Borrower shall execute
     and deliver to that Lender a Tranche A Note payable to the
     Lender, with all blanks therein appropriately filled, with
     the face amount equal to the principal amount of such
     Lender's Tranche A Commitment, and (ii) with respect to each
     Tranche B Loan, the Borrower shall execute and deliver to
     that Lender a Tranche B Note payable to the Lender, with all
     blanks therein appropriately filled, with the face amount
     equal to the principal amount of such Lender's Tranche B
     Commitment.  The Borrower shall prepare, execute and deliver
     each such Note payable to the order of such Lender (or, if
     requested by such Lender, to such Lender and its registered
     assigns).  Thereafter, the Loans evidenced by such Note and
     interest thereon shall at all times (including after
     assignment pursuant to Section 9.04) be represented by one
     or more Notes payable to the order of the payee named
     therein (or, if such Note is a registered note, to such
     payee and its registered assigns).

          SECTION 2.11   PREPAYMENT OF LOANS; REBORROWINGS.

          (a)  Subject to Section 2.11(d) hereof, the Borrower
     shall have the right at any time and from time to time to
     prepay any Borrowing in whole or in part, subject to prior
     notice in accordance with paragraph (b) of this Section;
     provided that unless all outstanding amounts are being
     repaid, each prepayment of Borrowing shall be in an amount
     that is an integral multiple of $100,000 and not less than
     $2,500,000.00.

          (b)  The Borrower shall notify the Administrative Agent
     by telephone (confirmed by telecopy) of any prepayment
     hereunder not later than 1 p.m., New York City time, (the
     following date, as applicable, the "Prepayment Date") (i)
     with respect to Tranche A Loans, six Business Days before
     the date of prepayment or (ii) with respect to Tranche B
     Loans, ten (10) Business Days before the date of prepayment.
     Each such notice shall be irrevocable and shall specify the
     prepayment date and the principal amount of each Borrowing
     or portion thereof to be prepaid; provided that, if a notice
     of prepayment is given in connection with a conditional
     notice of termination of the Commitments as contemplated by
     Section 2.09, then such notice of prepayment may be revoked
     if such notice of termination is revoked in accordance with
     Section 2.09; provided further that any prepayment of
     Tranche B Loans shall be subject to the Tranche B Lenders
     rights to exercise the conversion rights under Section 2.07
     hereof at any time prior to the expiration of the ten (10)
     Business Day notice period.  Promptly following receipt of
     any such notice relating to a Borrowing, the Administrative
     Agent shall advise the Lenders of the contents thereof.
     Each partial prepayment of any Borrowing shall be in an
     amount that would be permitted in the case of an advance of
     a Borrowing as provided in Section 2.02.  Each prepayment of
     a Borrowing shall be applied ratably to the Loans included
     in the prepaid Borrowing.  Prepayments shall be accompanied
     by accrued interest to the extent required by Section 2.13
     and Section 2.14.  At its discretion, Borrower may elect to
     make such payment of accrued interest on the date of a
     prepayment through a Stock Payment in accordance with
     Section 2.14 hereof.

          (c)  The Borrower may reborrow any principal amount
     repaid under this Section 2.11 in accordance with the
     provisions of this Article II, provided that the Borrower
     can satisfy the requirements for obtaining a Loan set forth
     in Section 4.02 hereof, and provided further that with
     respect to Tranche A Loans, Borrower may not reborrow any
     amounts repaid unless the full $10,000,000 in principal
     amount of the Tranche B Loans is outstanding and/or has

                             Page 29

     been converted into Conversion Shares in accordance with
     Section 2.07 hereof.  Each such reborrowing shall be treated
     as a Borrowing for all purposes hereunder.

          (d)  Notwithstanding any other provision of this
     Agreement, any provision in any other Loan Documents or any
     provision of the Term Loan Documents, no prepayment or
     repayments of the Tranche B Loans may be made until all
     other Loan Obligations (excluding the outstanding principal
     of the Tranche B Loans)  have been paid in full to the
     Lenders and the Administrative Agent.  Mandatory or optional
     prepayments by Borrower shall first apply to currently
     outstanding Tranche A Loans or the Term Loan Obligations
     (excluding the principal of the Tranche B Loans) (as
     allocated between such Loan Obligations within the sole
     discretion of the Administrative Agent).  Further, the
     Administrative Agent and the Lenders shall have right to
     exercise their conversion rights prior to any prepayment of
     the Tranche B Loans in accordance with Sections 2.07 and
     2.11(b) hereof.

          SECTION 2.12   FEES.

          (a)  As a fee for this amended and restated facility
     and the Loans to Borrower hereunder, on the Effective Date,
     the Borrower shall execute and deliver to the Administrative
     Agent for the account of each Lender (i) the Fee Warrant
     Certificate, (ii) the Purchaser Certificate, and (iii) the
     Additional Stock Letter Agreement, each in form and
     substance satisfactory to the Administrative Agent (in
     Administrative Agent's absolute discretion).

          (b)  All fees payable hereunder shall be paid on the
     date due to the Administrative Agent for distribution to the
     Lenders.  Fees paid shall not be refundable under any
     circumstances.

          SECTION 2.13   INTEREST.

          (a)  The Loans comprising each Borrowing shall bear
     interest at a rate per annum equal to the Applicable
     Interest Rate for the Interest Period in effect for such
     Borrowing.

          (b)  Notwithstanding the foregoing, if any principal of
     or interest on any Loan or any fee or other amount payable
     by the Borrower hereunder is not paid when due, whether at
     stated maturity, upon acceleration or otherwise, such
     overdue amount shall bear interest, after as well as before
     judgment, at a rate per annum equal to (i) in the case of
     overdue principal of any Loan, 2% plus the rate otherwise
     applicable to such Loan as provided in the preceding
     paragraph of this Section or (ii) in the case of any other
     amount, 2% plus the rate applicable to Loans as provided in
     paragraph (a) of this Section.

          (c)  Accrued interest on each Loan shall be payable in
     arrears on each Interest Payment Date for such Loan and upon
     termination of the Commitments; provided that (i) interest
     accrued pursuant to paragraph (b) of this Section shall be
     payable on demand and (ii) in the event of any repayment or
     prepayment of any Loan, accrued interest on the principal
     amount repaid or prepaid shall be payable on the date of
     such repayment or prepayment.

          (d)  All interest hereunder shall be computed on the
     basis of a year of 360 days, and shall be payable for the
     actual number of days elapsed (including the first day but

                             Page 30

     excluding the last day).  The LIBO Rate shall be determined
     by the Administrative Agent, and such determination shall be
     conclusive absent manifest error.

          SECTION 2.14   STOCK PAYMENT ELECTION.

          (a)  In its sole discretion, as provided in this
     section, Borrower may elect to pay accrued interest on a
     Borrowing on an Interest Payment Date (or, in the case of a
     prepayment under Section 2.11, on the Prepayment Date) for
     such Borrowing through the remittance of the Stock Payment
     (instead of immediately available funds) (such election a
     "Stock Payment Election").

          (b)  To make a Stock Payment Election pursuant to this
     Section 2.14 with respect to any Borrowing for any Interest
     Period (or in the case of a prepayment under Section 2.11,
     the portion of an Interest Period ending on the Prepayment
     Date), the Borrower shall notify the Administrative Agent of
     such election by telephone not later than 1:00 p.m., New
     York time, six (6) Business Days before the Interest Payment
     Date (or, in the case of a prepayment under Section 2.11,
     six (6) Business Days before the Prepayment Date) for the
     current Interest Period for such Borrowing (the "Stock
     Payment Election Deadline").  Each telephone Stock Payment
     Election Request shall be irrevocable and shall be confirmed
     promptly by hand delivery or telecopy to the Administrative
     Agent of a written Stock Payment Election Request in a form
     approved by the Administrative Agent and signed by the
     Borrower.  Promptly upon receipt of the written Stock
     Payment Election Request, the Administrative Agent shall
     give notice of such Stock Payment Election Request to the
     Lenders.

          (c)  Each telegraphic and written Stock Payment
     Election Request shall specify the Borrowing to which such
     Stock Payment Election Request applies;

          (d)  Following receipt of a Stock Payment Election
     Request, the Administrative Agent shall advise each Lender
     and the Borrower by 11 a.m., New York time, on the Interest
     Payment Date (or, in the case of a prepayment under
     Section 2.11, on the Prepayment Date) relating to such Stock
     Payment Election Request of the details thereof, including
     the Administrative Agent's determination of the Stock
     Payment (including its calculation thereof) as determined
     pursuant to Subsection (g) hereof.

          (e)  If the Borrower fails to deliver a timely Stock
     Payment Election Request with respect to any Borrowing prior
     to the Stock Payment Election Deadline applicable thereto
     and in accordance with requirements of this section, then
     (a) the Borrower shall be deemed to have decided not to
     elect the Stock Payment Election for that Borrowing for that
     Interest Period and (b) the Applicable Interest Rate for
     that Borrowing for that Interest Period shall be the Cash
     Payment Rate.

          (f)  Notwithstanding any other provision of this
     Agreement, the Borrower shall not be entitled to make the
     Stock Payment Election or notify the Administrative Agent of
     a Stock Payment Election Request if a Default or an Event of
     Default has occurred and is continuing (unless this
     requirement is waived by the Required Lenders).

          (g)  With respect to any Borrowing for which a Stock
     Payment Election has been made in accordance with this
     Section 2.14, the Stock Payment shall mean the quantity of

                             Page 31

     shares of the Borrower's Common Stock (with any fractional
     amount rounded to the next highest integer) that has a value
     at least equal to the amount of accrued interest at the
     Stock Payment Rate for that Borrowing for the Interest
     Period (or, in the case of a prepayment under Section 2.11,
     the portion of an Interest Period ending on the Prepayment
     Date) for which the Stock Payment Election has been made
     (the "Stock Payment").  For purposes of this Section 2.14,
     the value of each share of Common Stock shall equal the
     average daily Closing Price of the Common Stock over the
     five (5) Business Days immediately prior to the Interest
     Payment Date (or, in the case of a prepayment under
     Section 2.11, over the five (5) Business Days immediately
     prior to the Prepayment Date) for the Borrowing for which
     the Stock Payment Election has been made.

          SECTION 2.15   INCREASED COSTS.

          (a)  If any Change in Law shall:

          (i)  impose, modify or deem applicable any reserve,
     special deposit or similar requirement against assets of,
     deposits with or for the account of, or credit extended by,
     any Lender; or

          (ii) impose on any Lender any other condition affecting
     this Agreement or Applicable Interest Rate Loans made by
     such Lender or participation therein;

and the result of any of the foregoing shall be to increase the
cost to such Lender of making or maintaining any Applicable
Interest Rate Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender or to reduce
the amount of any sum received or receivable by such Lender
hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.

          (b)  If any Lender determines that any Change in Law
regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's capital or on the
capital of such Lender's holding company, if any, as a
consequence of this Agreement or the Loans made by such Lender to
a level below that which such Lender or such Lender's holding
company could have achieved but for such Change in Law (taking
into consideration such Lender's policies and the policies of
such Lender's holding company with respect to capital adequacy),
then from time to time the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender or
such Lender's holding company for any such reduction suffered.

          (c)  A certificate of a Lender setting forth the amount
or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b)
of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The Borrower shall pay such
Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

          (d)  Failure or delay on the part of any Lender to
demand compensation pursuant to this Section 2.15 shall not
constitute a waiver of such Lender's right to demand such
compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant

                             Page 32

to this Section 2.15 for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to
claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof.

          SECTION 2.16   INCREASED COSTS; PROBLEMS ASCERTAINING
     APPLICABLE INTEREST RATE.  If prior to the commencement of
     the Interest Period for a Borrowing:

          (a)  the Administrative Agent determines (which
     determination shall be conclusive absent manifest error)
     that adequate and reasonable means do not exist for
     ascertaining the LIBO Rate for such Interest Period; or

          (b)  if Administrative Agent determines that the LIBO
     Rate for such Interest Period will not adequately and fairly
     reflect the cost to the Lenders (or Lender) of making or
     maintaining their Loans (or its Loan) included in such
     Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, any Borrowing Request
that requests such Borrowing shall be ineffective.

          SECTION 2.17   TAXES.

          (a)  Any and all payments by or on account of any
     obligation of the Borrower hereunder shall be made free and
     clear of and without deduction for any Indemnified Taxes or
     Other Taxes; provided that if the Borrower shall be required
     to deduct any Indemnified Taxes or Other Taxes from such
     payments, then (i) the sum payable shall be increased as
     necessary so that after making all required deductions
     (including deductions applicable to additional sums payable
     under this Section) the Administrative Agent or Lender (as
     the case may be) receives an amount equal to the sum it
     would have received had no such deductions been made,
     (ii) the Borrower shall make such deductions and (iii) the
     Borrower shall pay the full amount deducted to the relevant
     Governmental Authority in accordance with applicable law.

          (b)  In addition, the Borrower shall pay any Other
     Taxes to the relevant Governmental Authority in accordance
     with applicable law.

          (c)  The Borrower shall indemnify the Administrative
     Agent and each Lender, within 10 days after written demand
     therefor, for the full amount of any Indemnified Taxes or
     Other Taxes paid by the Administrative Agent or such Lender,
     as the case may be, on or with respect to any payment by or
     on account of any obligation of the Borrower hereunder
     (including Indemnified Taxes or Other Taxes imposed or
     asserted on or attributable to amounts payable under this
     Section) and any penalties, interest and reasonable expenses
     arising therefrom or with respect thereto, whether or not
     such Indemnified Taxes or Other Taxes were correctly or
     legally imposed or asserted by the relevant Governmental
     Authority.  A certificate as to the amount of

                             Page 33

     such payment or liability delivered to the Borrower by a
     Lender, or by the Administrative Agent on its own behalf or
     on behalf of a Lender, shall be conclusive absent manifest
     error.

          (d)  As soon as practicable after any payment of
     Indemnified Taxes or Other Taxes by the Borrower to a
     Governmental Authority, the Borrower shall deliver to the
     Administrative Agent the original or a certified copy of a
     receipt issued by such Governmental Authority evidencing
     such payment, a copy of the return reporting such payment or
     other evidence of such payment reasonably satisfactory to
     the Administrative Agent.

          (e)  Any Foreign Lender that is entitled to an
     exemption from or reduction of withholding tax under the law
     of the jurisdiction in which the Borrower is located, or any
     treaty to which such jurisdiction is a party, with respect
     to payments under this Agreement shall deliver to the
     Borrower (with a copy to the Administrative Agent), at the
     time or times prescribed by applicable law, such properly
     completed and executed documentation prescribed by
     applicable law or reasonably requested by the Borrower as
     will permit such payments to be made without withholding or
     at a reduced rate.

          SECTION 2.18   PAYMENTS GENERALLY; PRO RATA TREATMENT;
     SHARING OF SET-OFFS.

          (a)  The Borrower shall make each payment required to
     be made by it hereunder (whether of principal, interest,
     fees or reimbursements, or of amounts payable under
     Section 2.15, 2.17 or 2.20, or otherwise) prior to 2:00
     p.m., New York City time, on the date when due, in
     immediately available funds (or (a) with respect to accrued
     interest for a Borrowing for which the Borrower has made the
     Stock Payment Election in accordance with Section 2.14,
     Common Stock, or (b) with respect to fees under
     Section 2.12, the Fee Warrant Certificate), without set-off
     or counterclaim.  Any amounts received after such time on
     any date may, in the discretion of the Administrative Agent,
     be deemed to have been received on the next succeeding
     Business Day for purposes of calculating interest thereon.
     All such payments shall be made to the Administrative Agent
     at its offices at c/o ING Baring (U.S.) Capital LLC, 135
     East 57th Street, New York, New York 10022 Attention:  Joan
     Chiappe, Vice President, except that payments pursuant to
     Sections 2.15, 2.17, 2.20 and 9.03 shall be made directly to
     the Persons entitled thereto.  The Administrative Agent
     shall distribute any such payments received by it for the
     account of any other Person to the appropriate recipient
     promptly following receipt thereof.  If any payment
     hereunder shall be due on a day that is not a Business Day,
     the date for payment shall be extended to the next
     succeeding Business Day, and, in the case of any payment
     accruing interest, interest thereon shall be payable for the
     period of such extension.  All payments hereunder shall be
     made in dollars (or, (a) in the case of a Stock Payment
     Election, Common Stock, or (b) in the case of the fees under
     Section 2.12, the Fee Warrant Certificate).

          (b)  If at any time insufficient funds or property are
     received by and available to the Administrative Agent to pay
     fully all amounts of principal, interest and fees then due
     hereunder, such funds or property shall be applied
     (i) first, towards payment of interest and fees then due
     hereunder, ratably among the parties entitled thereto in
     accordance with the amounts of interest and fees then due to
     such parties, (ii) second, towards payment of principal on
     the Tranche A Loans then due hereunder, ratably among the
     parties entitled thereto in accordance with the amounts of
     principal then due to such parties, and (iii) third, towards
     payment of

                             Page 34

     principal on the Tranche B Loans then due hereunder, ratably
     among the parties entitled thereto in accordance with the
     amounts of principal then due to such parties.

          (c)  If any Lender shall, by exercising any right of
     set-off or counterclaim or otherwise, obtain payment in
     respect of any principal of or interest on any of its Loans
     resulting in such Lender receiving payment of a greater
     proportion of the aggregate amount of its Loans and accrued
     interest thereon than the proportion received by any other
     Lender, then the Lender receiving such greater proportion
     shall purchase (for cash at face value) participations in
     the Loans of other Lenders to the extent necessary so that
     the benefit of all such payments shall be shared by the
     Lenders ratably in accordance with the aggregate amount of
     principal of and accrued interest on their respective Loans;
     provided that (i) if any such participations are purchased
     and all or any portion of the payment giving rise thereto is
     recovered, such participations shall be rescinded and the
     purchase price restored to the extent of such recovery,
     without interest, and (ii) the provisions of this paragraph
     shall not be construed to apply to any payment made by the
     Borrower pursuant to and in accordance with the express
     terms of this Agreement or any payment obtained by a Lender
     as consideration for the assignment of or sale of a
     participation in any of its Loans to any assignee or
     participant, other than to the Borrower or any Subsidiary or
     Affiliate thereof (as to which the provisions of this
     paragraph shall apply).  The Borrower consents to the
     foregoing and agrees, to the extent it may effectively do so
     under applicable law, that any Lender acquiring a
     participation pursuant to the foregoing arrangements may
     exercise against the Borrower rights of set-off and
     counterclaim with respect to such participation as fully as
     if such Lender were a direct creditor of the Borrower in the
     amount of such participation.

          (d)  Unless the Administrative Agent shall have
     received notice from the Borrower prior to the date on which
     any payment is due to the Administrative Agent for the
     account of the Lenders hereunder that the Borrower will not
     make such payment, the Administrative Agent may assume that
     the Borrower has made such payment on such date in
     accordance herewith and may, in reliance upon such
     assumption, distribute to the Lenders the amount due.  In
     such event, if the Borrower has not in fact made such
     payment, then each of the Lenders severally agrees to repay
     to the Administrative Agent forthwith on demand the amount
     so distributed to such Lender with interest thereon, for
     each day from and including the date such amount is
     distributed to it to but excluding the date of payment to
     the Administrative Agent, at the greater of the Federal
     Funds Effective Rate and a rate determined by the
     Administrative Agent in accordance with banking industry
     rules on interbank compensation.

          (e)  If any Lender shall fail to make any payment
     required to be made by it to the Administrative Agent
     pursuant to the terms of this Agreement, then the
     Administrative Agent may, in its discretion (notwithstanding
     any contrary provision hereof), apply any amounts thereafter
     received by the Administrative Agent for the account of such
     Lender to satisfy such Lender's obligations under such
     Sections until all such unsatisfied obligations are fully
     paid.

          SECTION 2.19   MITIGATION OBLIGATIONS; REPLACEMENT OF
     LENDERS.

          (a)  If any Lender requests compensation under
     Section 2.15, or if the Borrower is required to pay any
     additional amount to any Lender or any Governmental
     Authority for the account of any Lender pursuant to
     Section 2.17, then such Lender shall use reasonable

                             Page 35

     efforts to designate a different lending office for funding
     or booking its Loans hereunder or to assign its rights and
     obligations hereunder to another of its offices, branches or
     affiliates, if, in the judgment of such Lender, such
     designation or assignment (i) would eliminate or reduce
     amounts payable pursuant to Section 2.15 or 2.17, as the
     case may be, in the future and (ii) would not subject such
     Lender to any unreimbursed cost or expense and would not
     otherwise be disadvantageous to such Lender.  The Borrower
     hereby agrees to pay all reasonable costs and expenses
     incurred by any Lender in connection with any such
     designation or assignment.

          (b)  If any Lender requests compensation under
     Section 2.15, or if the Borrower is required to pay any
     additional amount to any Lender or any Governmental
     Authority for the account of any Lender pursuant to
     Section 2.17, or if any Lender defaults in its obligation to
     fund Loans hereunder, then the Borrower may, at its sole
     expense and effort, upon notice to such Lender and the
     Administrative Agent, require such Lender to assign and
     delegate, without recourse (in accordance with and subject
     to the restrictions contained in Section 9.04), all its
     interests, rights and obligations under this Agreement to an
     assignee that shall assume such obligations (which assignee
     may be another Lender, if a Lender accepts such assignment);
     provided that (i) the Borrower shall have received the prior
     written consent of the Administrative Agent, which consent
     shall not unreasonably be withheld, (ii) such Lender shall
     have received payment of an amount equal to the outstanding
     principal of its Loans, accrued interest thereon, accrued
     fees and all other amounts payable to it hereunder, from the
     assignee (to the extent of such outstanding principal and
     accrued interest and fees) or the Borrower (in the case of
     all other amounts) and (iii) in the case of any such
     assignment resulting from a claim for compensation under
     Section 2.15 or payments required to be made pursuant to
     Section 2.17, such assignment will result in a reduction in
     such compensation or payments.  A Lender shall not be
     required to make any such assignment and delegation if,
     prior thereto, as a result of a waiver by such Lender or
     otherwise, the circumstances entitling the Borrower to
     require such assignment and delegation cease to apply.

          SECTION 2.20   BREAK FUNDING PAYMENTS.  In the event of
     (a) the payment of any principal of any Loan other than on
     the last day of an Interest Period therefor (including as a
     result of an Event of Default), or (b) the failure to
     borrow, continue or prepay any Loan on the date specified in
     any notice delivered pursuant hereto, then, in such event,
     the Borrower shall compensate each Lender for the loss, cost
     and expense attributable to such event.  In the case of any
     Loan, the loss to any Lender attributable to any such event
     shall be deemed to include an amount determined by such
     Lender to be equal to the excess, if any, of (i) the amount
     of interest that such Lender would pay for a deposit equal
     to the principal amount of such Loan for the period from the
     date of such payment to the last day of the then current
     Interest Period for such Loan if the interest rate payable
     on such deposit were equal to the Cash Payment Rate for such
     Interest Period, over (ii) the amount of interest that such
     Lender would earn on such principal amount for such period
     if such Lender were to invest such principal amount for such
     period at the interest rate that would be bid by such Lender
     (or an affiliate of such Lender) for deposits from other
     banks in the eurocurrency market at the commencement of such
     period.  A certificate of any Lender setting forth any
     amount or amounts that such Lender is entitled to receive
     pursuant to this Section shall be delivered to the Borrower
     and shall be conclusive absent manifest error.  The Borrower
     shall pay such Lender the amount shown as due on any such
     certificate within 10 days after receipt thereof.

                             Page 36

          SECTION 2.21   CERTAIN MANDATORY PREPAYMENTS.  In
     addition to any other prepayments required under the Loan
     Documents, prepayments of the Loan Obligations shall be
     required as follows (any prepayment of the Revolver Loan
     Obligations set forth in (a) and (b) of this
     Subsection shall be effected in each case in the manner and
     to the extent specified in Subsection (c) of this
     Section 2.21).

          (a)  Certain Mandatory Prepayments for Equity
     Contribution.  To the extent, if any, that Borrower raises,
     collects, or receives, in any manner, a cumulative amount
     after September 30, 2001 equal to or greater than $7,500,000
     from the Net Available Proceeds from, relating to, or
     arising from any Equity Issuance, then the Borrower shall
     prepay the Loan Obligations an aggregate amount equal to 25%
     of such cumulative proceeds in excess of $7,500,000 to
     prepay the Lender's outstanding loans (as allocated between
     the Revolving Loan Obligations and the Term Loan Obligations
     as determined by ING in its sole discretion).

          (b)  Payments from the Metropolitan Water District of
     Southern California.  If the Borrower or its Subsidiaries
     receives any Metropolitan Water District Payments, then the
     Borrower shall prepay the Loan Obligations in an aggregate
     amount equal to 100% of the Net Available Proceeds thereof
     (as allocated between the Revolving Loan Obligations and the
     Term Loan Obligations as determined by the ING in its sole
     discretion).

          (c)  Application.  Prepayments to the Revolving Loan
     Obligations described in the above subsections of
     Section 2.21 and allocated, in accordance with subsections
     2.21(a) and (b) for the prepayment of Revolving Loan
     Obligations, shall be applied in the following order:

           (i) then due and payable interest and fees under the
      Revolving Loan Documents; and

           (ii) then the principal amounts outstanding under the
      Tranche A Loans, and

           (iii) then the principal amounts outstanding under
      the Tranche B Loans, and

           (iv)  then all other Revolving Loan Obligations and
      other amounts due under the Revolving Loan Documents.

          (d)  For purposes of this Section 2.21, the following
     terms shall have the following meanings:

          "EQUITY ISSUANCE" shall mean (a) any issuance or sale
          by the Borrower or any of its Subsidiaries after
          September 30, 2001 of (i) any capital stock, (ii) any
          warrants or options exercisable in respect of capital
          stock (other than any warrants or options issued to
          directors, officers or employees of the Borrower or any
          of its Subsidiaries pursuant to employee benefit plans
          established in the ordinary course of business and any
          capital stock of the Borrower issued upon the exercise
          of such warrants or options) or (iii) any other
          security or instrument representing an equity interest
          (or the right to obtain any equity interest), in the
          Borrower or any of its Subsidiaries, or (iv) to the
          extent not covered in subsections (a)(i) through (iii)
          above, the proceeds from convertible debt or debt with
          warrants attached thereto that

                             Page 37

          provides the lender with an effective annual yield in
          excess of 18% (as reasonably determined by the Lender
          using Black-Scholl's pricing methodology), or (b) the
          receipt by the Borrower or any of its Subsidiaries
          after September 30, 2001 of any capital contribution
          (whether or not evidenced by any equity security issued
          by the recipient of such contribution); provided that
          Equity Issuance shall not include (x) any such issuance
          or sale by any Subsidiary of the Borrower to the
          Borrower or any Subsidiary of the Borrower, (y) any
          capital contribution by the Borrower or any Wholly
          Owned Subsidiary of the Borrower to any Subsidiary of
          the Borrower, or (z) the issuance or sale of any
          securities described in subsection (a) above of any of
          the Sun World Entities if, under the terms of the Sun
          World Indenture (1) the Net Available Proceeds of such
          issuance or sale are required to be offered to the
          holders of pre-existing debt obligations of any of the
          Sun World Entities, or (2) any of the Sun World
          Entities are prohibited from distributing or otherwise
          transferring the Net Available Proceeds to Borrower or
          from directly applying the Net Available Proceeds to
          the payment of the obligations of the Borrower .

          "METROPOLITAN WATER DISTRICT PAYMENTS" shall mean, any
          payments received by the Borrower or any of its
          Subsidiaries or Affiliates from or on account of the
          Metropolitan Water District of Southern California
          and/or the Cadiz Groundwater Storage and Dry-Year
          Supply Program.

          "NET AVAILABLE PROCEEDS" shall mean, (1) in the case of
          any Equity Issuance, the aggregate amount of all cash
          received by the Borrower and its Subsidiaries in
          respect of such Equity Issuance net of reasonable
          expenses incurred by the Borrower and its Subsidiaries
          in connection therewith, and (2) in the case of any
          Metropolitan Water District Payments, the aggregate
          amount of all cash received by the Borrower and its
          Subsidiaries in respect of such Metropolitan Water
          District Payments, but excluding out-of-pocket expense
          reimbursements paid to the Borrower or its subsidiaries
          by the Metropolitan Water District of Southern
          California and/or the Cadiz Groundwater Storage and Dry-
          Year Supply Program in an aggregate amount not to
          exceed $5,000,000.

          SECTION 2.22   REGISTRATION RIGHTS.  Borrower hereby
     agrees that all Common Stock of Borrower, each of the
     Revolving Credit Agreement Warrants and their respective
     underlying shares and/or issued at any time, whether before
     or after the date hereof, under any of the Loan Documents,
     including stock issued pursuant to a Stock Payment Election
     in accordance with Section 2.14 of this Agreement, shall be
     accorded registration rights by the Borrower as set forth in
     the Registration Rights Addendum.

                             Page 38

                           ARTICLE III

                 REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Lenders
that the following representations and warranties are true and
correct on the date hereof as if made on the date hereof (except,
to the extent any such representations and warranties
specifically refer to an earlier date, in which case, such
representations or warranties are represented and warranted to be
true and correct as of such earlier specified date):

          SECTION 3.01   ORGANIZATION; POWERS.  Each of the
     Borrower and its Participating Subsidiaries is duly
     organized, validly existing and in good standing under the
     laws of the jurisdiction of its organization, has all
     requisite power and authority to carry on its business as
     now conducted and, except where the failure to do so,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect, is
     qualified to do business in, and is in good standing in,
     every jurisdiction where such qualification is required.

          SECTION 3.02   AUTHORIZATION; ENFORCEABILITY.  The
     Transactions are within the Borrower's corporate powers and
     have been duly authorized by all necessary corporate and, if
     required, stockholder action.  This Agreement has been duly
     executed and delivered by the Borrower and constitutes a
     legal, valid and binding obligation of the Borrower,
     enforceable in accordance with its terms, subject to
     applicable bankruptcy, insolvency, reorganization,
     moratorium or other laws affecting creditors' rights
     generally and subject to general principles of equity,
     regardless of whether considered in a proceeding in equity
     or at law.

          SECTION 3.03   GOVERNMENTAL APPROVALS; NO CONFLICTS.
     The Transactions (a) do not require any consent or approval
     of, registration or filing with, or any other action by, any
     Governmental Authority, except such as have been obtained or
     made and are in full force and effect, (b) will not violate
     any applicable law or regulation or the charter, by-laws or
     other organizational documents of the Borrower or any of its
     Subsidiaries or any order of any Governmental Authority,
     (c) will not violate or result in a default under any
     indenture, agreement or other instrument binding upon the
     Borrower or any of its Subsidiaries or its assets, or give
     rise to a right thereunder to require any payment to be made
     by the Borrower or any of its Subsidiaries, and (d) will not
     result in the creation or imposition of any Lien on any
     asset of the Borrower or any of its Subsidiaries (except
     those imposed by the Loan Documents).

          SECTION 3.04   FINANCIAL CONDITION; NO MATERIAL ADVERSE
     CHANGE.

          (a)  The Borrower has heretofore furnished to the
     Administrative Agent its consolidated balance sheet and
     statements of income, stockholders equity and cash flows
     (i) as of and for the fiscal year ended December 31, 2000,
     reported on by PricewaterhouseCoopers LLP, independent
     public accountants, and (ii) as of and for the fiscal
     quarter and the portion of the fiscal year ended September
     30, 2001, certified by its chief financial officer.  Such
     financial statements present fairly, in all material
     respects, the financial position and results of operations
     and cash flows of the Borrower and its consolidated
     Subsidiaries as of such dates and for such periods in
     accordance with GAAP, subject to year-end audit adjustments
     and the absence of footnotes in the case of the statements
     referred to in clause (ii) above.

                             Page 39

          (b)  Since September 30, 2001, there has been no
     material adverse change in the business, assets, operations,
     prospects or condition, financial or otherwise, of the
     Borrower and its Subsidiaries, taken as a whole.

          SECTION 3.05   PROPERTIES.

          (a)  Each of the Borrower and its Participating
     Subsidiaries has good title to, or valid leasehold interests
     in, all its real and personal property material to its
     business, except for Permitted Encumbrances and minor
     defects in title that do not interfere with its ability to
     conduct its business as currently conducted or to utilize
     such properties for their intended purposes.

          (b)  Each of the Borrower and its Participating
     Subsidiaries owns, or is licensed to use, all trademarks,
     tradenames, copyrights, patents and other intellectual
     property material to its business, and the use thereof by
     the Borrower and its Participating Subsidiaries does not
     infringe upon the rights of any other Person, except for any
     such infringements that, individually or in the aggregate,
     could not reasonably be expected to result in a Material
     Adverse Effect.

          SECTION 3.06   LITIGATION AND ENVIRONMENTAL MATTERS.

          (a)  There are no actions, suits or proceedings by or
     before any arbitrator or Governmental Authority pending
     against or, to the knowledge of the Borrower, threatened
     against or affecting the Borrower or any of its Subsidiaries
     (i) as to which there is a reasonable possibility of an
     adverse determination and that, if adversely determined,
     could reasonably be expected, individually or in the
     aggregate, to result in a Material Adverse Effect (other
     than the Disclosed Matters) or (ii) that involve this
     Agreement or the Transactions.

          (b)  Except for the Disclosed Matters and except with
     respect to any other matters that, individually or in the
     aggregate, could not reasonably be expected to result in a
     Material Adverse Effect, neither the Borrower nor any of its
     Subsidiaries (i) has failed to comply with any Environmental
     Law or to obtain, maintain or comply with any permit,
     license or other approval required under any Environmental
     Law, (ii) has become subject to any Environmental Liability,
     (iii) has received notice of any claim with respect to any
     Environmental Liability or (iv) knows of any basis for any
     Environmental Liability.

          (c)  Since the date of this Agreement, there has been
     no change in the status of the Disclosed Matters that,
     individually or in the aggregate, has resulted in, or
     materially increased the likelihood of, a Material Adverse
     Effect.

          SECTION 3.07   COMPLIANCE WITH LAWS AND AGREEMENTS.
     Each of the Borrower and the Participating Subsidiaries is
     in compliance with all laws, regulations and orders of any
     Governmental Authority applicable to it or its property and
     all indentures, agreements and other instruments binding
     upon it or its property, except where the failure to do so,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect.  No Default
     has occurred and is continuing.

                             Page 40

          SECTION 3.08   INVESTMENT AND HOLDING COMPANY STATUS.
     Neither the Borrower nor any of its Subsidiaries is (a) an
     "investment company" as defined in, or subject to regulation
     under, the Investment Company Act of 1940 or (b) a "holding
     company" as defined in, or subject to regulation under, the
     Public Utility Holding Company Act of 1935.

          SECTION 3.09   TAXES.  Each of the Borrower and its
     Participating Subsidiaries has timely filed or caused to be
     filed all tax returns and reports required to have been
     filed and has paid or caused to be paid all Taxes required
     to have been paid by it, except (a) Taxes that are being
     contested in good faith by appropriate proceedings and for
     which the Borrower or such Participating Subsidiary, as
     applicable, has set aside on its books adequate reserves or
     (b) to the extent that the failure to do so could not
     reasonably be expected to result in a Material Adverse
     Effect.

          SECTION 3.10   ERISA.  No ERISA Event has occurred or
     is reasonably expected to occur that, when taken together
     with all other such ERISA Events for which liability is
     reasonably expected to occur, could reasonably be expected
     to result in a Material Adverse Effect.  The present value
     of all accumulated benefit obligations under each Plan
     (based on the assumptions used for purposes of Statement of
     Financial Accounting Standards No. 87) did not, as of the
     date of the most recent financial statements reflecting such
     amounts, exceed by more than $500,000 the fair market value
     of the assets of such Plan, and the present value of all
     accumulated benefit obligations of all underfunded Plans
     (based on the assumptions used for purposes of Statement of
     Financial Accounting Standards No. 87) did not, as of the
     date of the most recent financial statements reflecting such
     amounts, exceed by more than $500,000 the fair market value
     of the assets of all such underfunded Plans.

          SECTION 3.11   DISCLOSURE.  The Borrower has disclosed
     to the Administrative Agent all agreements, instruments and
     corporate or other restrictions to which it or any of its
     Subsidiaries is subject, and all other matters known to it,
     that, individually or in the aggregate, could reasonably be
     expected to result in a Material Adverse Effect.  None of
     the reports, financial statements, certificates or other
     information furnished by or on behalf of the Borrower to the
     Administrative Agent or any Lender in connection with the
     negotiation of this Agreement or delivered hereunder (as
     modified or supplemented by other information so furnished)
     contains any material misstatement of fact or omits to state
     any material fact necessary to make the statements therein,
     in the light of the circumstances under which they were
     made, not misleading; provided that, with respect to
     projected financial information, the Borrower represents
     only that such information was prepared in good faith based
     upon assumptions believed to be reasonable at the time.

          SECTION 3.12   SECURITY INTERESTS.  Except for (a) the
     filing of UCC financing statements in respect of the
     collateral covered by the Security Documents in the States
     of Delaware and California and such other applicable
     jurisdictions in the United States of America and (b) filing
     and recording of Mortgages in respect of the real property
     collateral in the county in which the real property is
     located, which filings shall have been made and be in effect
     on (or simultaneously with) the Effective Date, the taking
     of possession by the Administrative Agent of the
     certificates representing the shares of capital stock of the
     Participating Subsidiaries and various instruments pledged
     to it pursuant to the Pledge and Security Agreement, and the
     delivery of notice of the security interests granted in the
     accounts covered by the Pledge and

                             Page 41

     Security Agreement to the bank or banks whereat such
     accounts are maintained and receipt of acknowledgements of
     such notices by such banks (which actions shall be effected
     as of or promptly following the Effective Date), no further
     filing or recording of any document and no other action is
     necessary or advisable in the States of Delaware or
     California or any other applicable jurisdiction in the
     United States of America in order to establish and perfect,
     under the laws of Delaware or California or such other
     applicable jurisdiction in the United States of America, the
     Administrative Agent's security interest in such collateral,
     to the extent required by the applicable Security Documents,
     on behalf of the Lenders.

          SECTION 3.13   PARTICIPATING SUBSIDIARIES.  The
     Borrower has no Participating Subsidiaries except as set
     forth on Schedule 3.13 hereto.

          SECTION 3.14   INACTIVE SUBSIDIARIES.  The Borrower has
     no Inactive Subsidiaries except as set forth on Schedule
     3.14 hereto.  The Inactive Subsidiaries (a) do not conduct
     any business activities of any type or nature, and (b) do
     not own or have any interest in any assets or property of
     any type or nature.

          SECTION 3.15    SOLVENCY.  After giving effect to
     the Transactions, (i) the assets of the Borrower, at a fair
     valuation, will exceed its debts, (ii) the Borrower's
     capital will not be unreasonably small to conduct its
     business, (iii) the Borrower will not have incurred debts,
     or have intended to incur debts, beyond its ability to pay
     such debts as they mature, and (iv) the then-current fair
     salable value of the Borrower's assets will be greater than
     the amount that will be required to pay its probable
     liabilities (including debts) as they become absolute and
     matured.  For purposes of this Section, "debt" means any
     liability on a claim, and "claim" means (x) the right to
     payment, whether or not such right is reduced to judgment,
     liquidated, unliquidated, fixed, contingent, matured,
     unmatured, disputed, undisputed, legal, equitable, secured
     or unsecured, or (y) the right to an equitable remedy for
     breach of performance if such breach gives rise to a right
     to payment, whether or not such right to an equitable remedy
     is reduced to judgment, fixed, contingent, matured,
     unmatured, disputed, undisputed, secured or unsecured.  For
     purposes of this Section, the Borrower may assume that the
     Loans will be refinanced on the Maturity Date.

          SECTION 3.16   EXCLUDED ITEMS.  The aggregate
     acquisition cost of (i) all Excluded Items plus (ii) all
     Rolling Stock (in existence as of the Effective Date or
     thereafter acquired) for which the Borrower or other
     Obligor, as the case may be, has not granted Liens in favor
     of the Administrative Agent, for itself and on behalf of the
     Lenders, is not more than $2,000,000.

          SECTION 3.17   EQUITY ACQUISITION ASSETS.  The
     aggregate acquisition cost of all Equity Acquisition Assets
     for which the Borrower or other Obligor, as the case may be,
     has not granted Liens in favor of the Administrative Agent,
     for itself and on behalf of the Lenders, is not more than
     $2,000,000.

          SECTION 3.18   ROLLING STOCK.  The aggregate
     acquisition cost of all Rolling Stock for which the
     Borrower, without the consent of the Administrative Agent,
     has not granted Liens in favor of the Administrative Agent,
     for itself and on behalf of the Lenders, is not more than
     $2,000,000.

                             Page 42

          SECTION 3.19   CERTAIN ACKNOWLEDGEMENTS.  The Borrower
     hereby expressly acknowledges and agrees that as of the
     Effective Date (and prior to any draw on the Tranche B
     Loans), the outstanding principal under the Loan Documents
     is in the amount of $15,000,000.00, representing the full
     Tranche A Commitments.  The foregoing amount does not
     include accrued and unpaid interest from and after January
     31, 2002.  Further, the Borrower hereby confirms that (a)
     the following documents remain valid and binding agreements
     and/or instruments, and (b) the Borrower and, as applicable,
     its Participating Subsidiaries remain bound by the terms and
     provisions of the following documents:

          (i)  the Pledge and Security Agreement (together with
     the share certificates representing all of the issued and
     outstanding shares of the Participating Subsidiaries,
     endorsed in blank), and the Mortgages, and/or any amendments
     to any such existing Loan Documents;

          (ii) the Revised and Restated Initial Draw Warrant
     Certificate;

          (iii)     the Revised and Restated Additional Draw
     Warrant Certificate;

          (iv) the Eighth Warrant Certificate;

          (v)  the Ninth Warrant Certificate;

          (vi) the Tenth Warrant Certificate;

          (vii)     the Eleventh Warrant Certificate;

          (viii) the Cadiz Reaffirmation Agreement; and

          (ix) the other Loan Documents, as amended from time to
     time.

          SECTION 3.20   NO SATISFACTION.  The Borrower hereby
     expressly represents, warrants, acknowledges and agrees that
     nothing in this Agreement or in any document or instrument
     executed in connection with or pursuant to this Agreement
     shall constitute a satisfaction of or a novation as to all
     or any portion of Borrower's indebtedness under the Loan
     Documents.  Borrower hereby unconditionally reaffirms,
     reconfirms and restates its obligation to pay in full the
     Revolving Loan Obligations arising under the Loan Documents
     and all other Loan Obligations to the Administrative Agent
     and/or the Lenders, as the case may be.  Borrower hereby
     further acknowledges and agrees that it has no defenses to
     the enforcement of the Revolving Loan Obligations (or any
     portion thereof), or the other Loan Obligations, nor any
     counter-claims or claims of offset whatsoever and that
     neither this Agreement nor the consummation of the
     transactions contemplated herein will give rise to any such
     defenses, counter-claims or claims of offset.

                             Page 43

                           ARTICLE IV

                           CONDITIONS

          SECTION 4.01   EFFECTIVE DATE.  The obligations of the
     Lenders to make Loans hereunder shall not become effective
     until the date on which each of the following conditions is
     satisfied (or waived in accordance with Section 9.02):

          (a)  The Administrative Agent shall have received the
     following documents, each in form and substance satisfactory
     to the Administrative Agent , duly executed and delivered by
     all the parties thereto:

          (i)  this Agreement;

          (ii) the Borrower filed or registered certificate of
     incorporation, as amended, modified, restated or
     supplemented to the date hereof and certified as of the
     Effective Date as being a true and correct copy thereof by
     an officer of the Borrower;

          (iii)     a copy, certified as of the Effective Date of
     the resolutions of the board of directors of the Borrower
     duly authorizing the execution, delivery and performance by
     the Borrower of this Agreement and the other Loan Documents
     to which it is a party, and each other document required to
     be executed and delivered by the Borrower pursuant to this
     Agreement;

          (iv) a certificate, dated the Effective Date and signed
     by the President, a Vice President or a Financial Officer of
     the Borrower, confirming compliance with the conditions set
     forth in paragraphs (o) and (q) of this Section 4.01;

          (v)  Fourth Amendment to the Revolving Credit Note, in
     the form as attached hereto in Exhibit I;

          (vi) Fourth Modification of the Pledge and Security
     Agreement, in the form as attached hereto in Exhibit J;

          (vii) Fourth Modification of the Revolver Deed of
     Trust, in the form as attached hereto in Exhibit K;

          (viii) Fourth Modification of the Revolver SWFG Deed of
     Trust, in the form as attached hereto in Exhibit L;

          (ix) Fourth Modification of the Revolver Piute Deed of
     Trust, in the form as attached hereto in Exhibit M;

          (x)  the Registration Rights Addendum, in the form as
     attached hereto in Exhibit H;

          (xi) the Fee Warrant Certificate, in the form as
     attached hereto in Exhibit D;

                             Page 44

          (xii) the Purchaser Certificate in the form as
     attached hereto in Exhibit G;

          (xiii) the Additional Stock Letter Agreement, in the
     form as attached hereto in Exhibit A.

          (b)  The Borrower shall have confirmed in writing that
     the following documents remain valid and binding agreements
     and/or instruments, which written confirmation is in form
     and substance satisfactory to the Administrative Agent, in
     its sole discretion, and that Borrower and, as applicable,
     its Participating Subsidiaries remain bound by the terms and
     provisions of the following documents:

          (i)  the Pledge and Security Agreement (together with
     the share certificates representing all of the issued and
     outstanding shares of the Participating Subsidiaries,
     endorsed in blank), and the Mortgages, and/or any amendments
     to any such existing Loan Documents;

          (ii)   the Revised and Restated Initial Draw Warrant
     Certificate;

          (iii)  the Revised and Restated Additional Draw
     Warrant Certificate;

          (iv)   the Eighth Warrant Certificate;

          (v)    the Ninth Warrant Certificate;

          (vi)   the Tenth Warrant Certificate;

          (vii)  the Eleventh Warrant Certificate;

          (viii) the Cadiz Reaffirmation Agreement; and

          (ix)   the other Loan Documents, as amended from time to
          time.

          (c)  The Administrative Agent shall have received an
     opinion from the Borrower's counsel in form and substance
     satisfactory to the Administrative Agent (A) that Borrower
     is in good standing in the States of Delaware and
     California, (B) as to the due authorization, execution and
     delivery of this Agreement and the other Loan Documents,
     (C) that this Agreement and the other Loan Documents
     constitute valid, binding and enforceable obligations of
     Borrower, and (D) as to such other matters as the
     Administrative Agent shall reasonably request.

          (d)  The Administrative Agent shall have received
     certified copies of the resolutions (in form and content
     satisfactory to Administrative Agent) of the Board of
     Directors of Borrower approving and authorizing this
     Agreement and the other documents executed and/or delivered
     in connection herewith (including each of the exhibits
     hereto), and the effectuation of the transactions
     contemplated herein and/or therein, as the case may be, and
     any and all actions to be taken by Borrower in furtherance
     and in connection with this Agreement and/or the other
     documents executed and/or delivered in connection herewith.

                             Page 45

          (e)  The Administrative Agent shall have received from
     the Delaware Secretary of State a Certificate of Good
     Standing with respect to Borrower and a certificate
     evidencing that Borrower is qualified to do business in
     California, all of which certificates must be in form and
     content satisfactory to Administrative Agent.

          (f)  The Administrative Agent shall have received
     certificates (in form and content satisfactory to
     Administrative Agent) of the Secretary of Borrower,
     certifying as to the names and signatures of the officers
     authorized to sign this Agreement and the other documents to
     be executed and delivered on its behalf pursuant to this
     Agreement.

          (g)  To the best of Borrower's knowledge, all real
     property taxes with respect to the property encumbered by
     any of the ING Collateral, as well as all real property
     taxes affecting the property encumbered by any and all deeds
     of trust pledged or assigned to Administrative Agent as
     security for the Revolving Loan Obligations (or any of
     them), shall have been paid prior to the date any fine,
     penalty, interest, late-charge or loss may be added to such
     taxes or charged against such real property or other ING
     Collateral for the non-payment or late-payment of such
     taxes.

          (h)  The Borrower shall have caused appropriate
     officers of Borrower to execute and deliver to
     Administrative Agent such additional certificates with
     respect to matters relating to the transactions contemplated
     herein as Administrative Agent may reasonably require.

          (i)  The Borrower shall have executed and delivered or
     caused the appropriate third parties to execute and/or
     deliver (in recordable form, where appropriate, and
     otherwise in form and content satisfactory to Administrative
     Agent) such other documents, instruments, agreements and
     writings as Administrative Agent may reasonably require in
     connection with the creation or continuation of any security
     interest(s) granted to Administrative Agent in furtherance
     of the transactions contemplated by this Agreement or as
     Administrative Agent may otherwise require in connection
     with the consummation of such transactions (including,
     without limitation, estoppel certificates, guaranty waivers,
     security agreements, pledges, assignments, subordination
     agreements, endorsements, certificates, certifications,
     reports, and studies).

          (j)  as of the date hereof, or as soon as practicable
     hereafter, but in no event later than ten (10) days
     hereafter, UCC financing statements covering all the
     security interests created by or pursuant to the Pledge and
     Security Agreements in the collateral pledged pursuant
     thereto, shall have been executed and delivered by the
     Borrower to the Administrative Agent and such financing
     statements, or other statements or documents to the same
     purposes, shall have been duly filed in all other applicable
     jurisdictions in the United States of America necessary or
     desirable to perfect said security interests and there shall
     have been taken all other action as the Administrative Agent
     or any Lender through the Administrative Agent may
     reasonably request or as shall be necessary to perfect such
     security interests to the extent required by the applicable
     Security Documents.

          (k)  [Intentionally omitted].

                             Page 46

          (l)  The representations and warranties of the Borrower
     set forth in this Agreement and each other Loan Document
     shall be true and correct on and as of the Effective Date of
     such Borrowing.

          (m)  No Default shall have occurred and be continuing.

          (n)  The Borrower shall have performed or observed and
     be continuing to perform each term, covenant or agreement
     contained in any Loan Document.

          (o)  The Administrative Agent shall have received a
     certificate, dated the Effective Date and signed by the
     President, a Vice President or a Financial Officer of the
     Borrower, confirming compliance with the conditions set
     forth in paragraphs (a) and (b) of Section 4.02.

          (p)  The Administrative Agent shall have received all
     fees and other amounts due and payable on or prior to the
     Effective Date, including, to the extent invoiced,
     reimbursement or payment of all out-of-pocket expenses
     required to be reimbursed or paid by the Borrower hereunder.

          (q)  All governmental and third party approvals
     necessary or, in the discretion of the Administrative Agent,
     advisable in connection with the Transaction, the financing
     contemplated hereby and the continuing operations of the
     Borrower shall have been obtained and be in full force and
     effect, and all applicable waiting periods shall have
     expired without any action being taken or threatened by any
     competent authority which would restrain, prevent or
     otherwise impose adverse conditions on the Transactions or
     the financing thereof.

          (r)  The Administrative Agent shall have received a
     "date down and modification" endorsement to each of the
     mortgagee title insurance policies (collectively, the "Title
     Policies") issued for the benefit of the Lender with respect
     to the Revolver Deeds of Trust, which endorsements shall
     (i) be issued by the Chicago Title Insurance Company for the
     benefit of the Lender and its successors and assigns,
     (ii) insure the amendments to the Revolver Deeds of Trust
     required to be delivered pursuant to this Section 4.01 of
     this Agreement and the continued priority of Revolver Deeds
     of Trust granted to the Lender, (iii) confirm that all real
     property taxes with respect to the property encumbered by
     the Revolver Deeds of Trust have been paid prior to the date
     any fine, penalty, interest, late charge or similar fine or
     penalty shall accrue with respect to the payment of such
     taxes, (iv) be otherwise in form and substance satisfactory
     to the Lender in its sole discretion.

          (s)  The Lender shall have received confirmation, in
     form and substance satisfactory to the Lender, that
     (i) Borrower has paid (a) all premiums for the endorsements
     to the Title Policies required pursuant to Section 4.01(r)
     hereof and (b) all recording and filing fees relating to the
     recording of the amendment to the Revolver Deeds of Trust
     required to be delivered pursuant to this Section 4.01 of
     this Agreement and (ii) all amendments to the Revolver Deeds
     of Trust required to be delivered pursuant to this Section
     4.01 of this Agreement have been duly accepted for
     recording.

          (t)  The Administrative Agent shall have received such
     other documents as the Administrative Agent may reasonably
     request.

                             Page 47

     The Administrative Agent shall notify the Borrower and the
     Lenders of the Effective Date, and such notice shall be
     conclusive and binding.  Notwithstanding the foregoing, the
     obligations of the Lenders to make Loans hereunder shall not
     become effective unless each of the foregoing conditions is
     satisfied (or waived pursuant to Section 9.02) at or prior
     to 3:00 p.m., New York City time, on March 20, 2002 (and, in
     the event such conditions are not so satisfied or waived,
     the Commitments shall terminate at such time).

          SECTION 4.02   EACH CREDIT EVENT.  The obligation of
     each Lender to make a Loan on the occasion of any Borrowing
     is subject to the satisfaction of the following conditions:

          (a)  The representations and warranties of the Borrower
     set forth in this Agreement shall be true and correct on and
     as of the date of such Borrowing.

          (b)  At the time of and immediately after giving effect
     to such Borrowing, no Default shall have occurred and be
     continuing.

Each Borrowing shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters
specified in paragraphs (a) and (b) of this Section.

                            ARTICLE V

                      AFFIRMATIVE COVENANTS

          Until the Commitments have expired or been terminated
and the principal of and interest on each Loan and all fees
payable hereunder shall have been paid in full, the Borrower
covenants and agrees with the Lenders that:

          SECTION 5.01   FINANCIAL STATEMENTS AND OTHER
INFORMATION.  The Borrower will furnish to the Administrative
Agent and each Lender:

          (a)  within 15 days following Borrower's filing each
     Annual Report on Form 10-K with the Commission, its audited
     consolidated balance sheet and related statements of
     operations, stockholders' equity and cash flows as of the
     end of and for such year, setting forth in each case in
     comparative form the figures for the previous fiscal year,
     all reported on by PricewaterhouseCoopers LLP or other
     independent public accountants of recognized national
     standing (without a "going concern" or like qualification or
     exception and without any qualification or exception as to
     the scope of such audit) to the effect that such
     consolidated financial statements present fairly in all
     material respects the financial condition and results of
     operations of the Borrower and its consolidated Subsidiaries
     on a consolidated basis in accordance with GAAP consistently
     applied;

          (b)  within 15 days following Borrower's filing each
     Quarterly Report on Form 10-Q with the Commission, its
     consolidated balance sheet and related statements of
     operations, stockholders' equity and cash flows as of the
     end of and for such fiscal quarter and the then elapsed
     portion of the fiscal year, setting forth in each case in
     comparative form the figures for the corresponding period or
     periods of (or, in the case of

                             Page 48

     the balance sheet, as of the end of) the previous fiscal
     year, all certified by one of its Financial Officers as
     presenting fairly in all material respects the financial
     condition and results of operations of the Borrower and its
     consolidated Subsidiaries on a consolidated basis in
     accordance with GAAP consistently applied, subject to normal
     year-end audit adjustments and the absence of footnotes;

          (c)  concurrently with any delivery of financial
     statements under Subsection (a) or (b) above, a certificate
     of a Financial Officer of the Borrower (i) certifying as to
     whether a Default has occurred and, if a Default has
     occurred, specifying the details thereof and any action
     taken or proposed to be taken with respect thereto, and
     (ii) stating whether any change in GAAP or in the
     application thereof has occurred since the date of the
     audited financial statements referred to in Section 3.04
     and, if any such change has occurred, specifying the effect
     of such change on the financial statements accompanying such
     certificate;

          (d)  [Intentionally omitted]

          (e)  promptly after the same become publicly available,
     copies of all periodic and other reports, proxy statements
     and other materials filed by the Borrower or any Subsidiary
     with the Commission, or any Governmental Authority
     succeeding to any or all of the functions of said
     Commission, or with any national securities exchange, or
     distributed by the Borrower to its shareholders generally,
     as the case may be; and

          (f)  promptly following any request therefor, such
     other information regarding the operations, business affairs
     and financial condition of the Borrower or any Subsidiary,
     or compliance with the terms of this Agreement, as the
     Administrative Agent or any Lender may reasonably request.

          SECTION 5.02   NOTICES OF MATERIAL EVENTS.  The
     Borrower will furnish to the Administrative Agent and each
     Lender prompt written notice of the following:

          (a)  the occurrence of any Default;

          (b)  the filing or commencement of any action, suit or
     proceeding by or before any arbitrator or Governmental
     Authority against or affecting the Borrower or any Affiliate
     thereof that, if adversely determined, could reasonably be
     expected to result in a Material Adverse Effect;

          (c)  the occurrence of any ERISA Event that, alone or
     together with any other ERISA Events that have occurred,
     could reasonably be expected to result in a Material Adverse
     Effect; and

          (d)  any other development that results in, or could
     reasonably be expected to result in, a Material Adverse
     Effect.

Each notice delivered under this Section 5.02 shall be
accompanied by a statement of a Financial Officer or other
executive officer of the Borrower setting forth the details of
the event or

                             Page 49

development requiring such notice and any action taken or
proposed to be taken with respect thereto.

          SECTION 5.03   EXISTENCE; CONDUCT OF BUSINESS.  The
     Borrower will, and will cause each of its Subsidiaries
     (including Sun World, but excluding Borrower's Inactive
     Subsidiaries and the subsidiaries of Sun World) to, do or
     cause to be done all things necessary to preserve, renew and
     keep in full force and effect its legal existence and the
     rights, licenses, permits, privileges and franchises
     material to the conduct of its business; provided that the
     foregoing shall not prohibit any merger, consolidation,
     liquidation or dissolution permitted under Section 6.03.

          SECTION 5.04   PAYMENT OF OBLIGATIONS.  The Borrower
     will, and will cause each of its Subsidiaries to, pay its
     obligations, including tax liabilities, that, if not paid,
     could result in a Material Adverse Effect before the same
     shall become delinquent or in default, except where (a) the
     validity or amount thereof is being contested in good faith
     by appropriate proceedings, (b) the Borrower or such
     Subsidiary has set aside on its books adequate reserves with
     respect thereto in accordance with GAAP and (c) the failure
     to make payment pending such contest could not reasonably be
     expected to result in a Material Adverse Effect.

          SECTION 5.05   MAINTENANCE OF PROPERTIES; INSURANCE.
     The Borrower will, and will cause each of its Participating
     Subsidiaries and SWFG to, (a) keep and maintain all property
     material to the conduct of its business in good working
     order and condition, ordinary wear and tear excepted, and
     (b) maintain, with financially sound and reputable insurance
     companies, insurance in such amounts and against such risks
     as are customarily maintained by companies engaged in the
     same or similar businesses operating in the same or similar
     locations.  Further, within ten (10) Business Days after the
     Effective Date, the Borrower shall provide evidence to the
     Administrative Agent of the insurance required to be carried
     pursuant to the foregoing sentence, which evidence shall be
     in form and substance satisfactory to, in form and substance
     satisfactory the Administrative Agent.

          SECTION 5.06   BOOKS AND RECORDS; INSPECTION RIGHTS.
     The Borrower will, and will cause each of its Subsidiaries
     to, keep proper books of record and account in which full,
     true and correct entries are made of all dealings and
     transactions in relation to its business and activities.
     The Borrower will, and will cause each of its Subsidiaries
     (excluding the Sun World Entities) to, permit any
     representatives designated by the Administrative Agent or
     any Lender, upon reasonable prior notice, to visit and
     inspect its properties, to examine and make extracts from
     its books and records, and to discuss its affairs, finances
     and condition with its officers and independent accountants,
     all at such reasonable times and as often as reasonably
     requested.

          SECTION 5.07   COMPLIANCE WITH LAWS.  The Borrower
     will, and will cause each of its Subsidiaries to, comply
     with all laws, rules, regulations and orders of any
     Governmental Authority applicable to it or its property,
     except where the failure to do so, individually or in the
     aggregate, could not reasonably be expected to result in a
     Material Adverse Effect.

          SECTION 5.08   USE OF PROCEEDS.  Subject to the terms
     and restrictions set forth herein, the proceeds of the Loans
     will be used solely for the purpose of (a) financing a

                             Page 50

     Permitted Investment and (b) financing the working capital
     and general corporate needs of the Borrower.  No part of the
     proceeds of any Loan will be used, whether directly or
     indirectly, for any purpose that entails a violation of any
     of the Regulations of the Board, including Regulations G, U
     and X.  Notwithstanding the foregoing, to the extent that
     the Borrower transfers any proceeds of the Loans to any of
     its Affiliates, such transfer must be a loan evidenced by a
     note and as properly authorized by the Board of Directors of
     the Borrower and the board of directors for such Affiliate;
     which note shall be pledged to the Borrower and constitute
     ING Collateral.

          SECTION 5.09   NEW SUBSIDIARIES.  In the event that any
     Person shall become a Participating Subsidiary of Borrower
     after the date hereof, Borrower shall execute (or cause such
     other Participating Subsidiary as may be the direct parent
     company of the new Participating Subsidiary to execute) a
     Pledge and Security Agreement, as the case may be,
     sufficient to subject all of the capital stock of such new
     or additional Participating Subsidiary to a Lien in favor of
     the Administrative Agent, on behalf of the Lenders, and any
     other documents as the Administrative Agent may reasonably
     request from time to time in order to perfect or maintain
     the perfection of the Administrative Agent's Liens
     thereunder, each in form and substance reasonably
     satisfactory to the Administrative Agent.

          SECTION 5.10   ACQUISITIONS BY BORROWER.

          (a)  In the event that after the date of this Agreement
     the Borrower acquires ownership of any additional real or
     personal property of any type or nature (including, but not
     limited to, notes or other obligations from a Subsidiary or
     Affiliate to Borrower), the Borrower shall promptly give
     written notice of such acquisition to the Administrative
     Agent, and if requested by the Administrative Agent at the
     direction of the Required Lenders, Borrower shall execute
     and deliver any and all Security Documents or collateral
     assignments, security agreements, mortgages, deeds of trust,
     pledge agreements, financing statements, fixture filings,
     notice filings or other documents as the Administrative
     Agent may reasonably request from time to time in order for
     the Administrative Agent to acquire a Lien on the property
     so acquired by Borrower as additional security for the
     obligations under this Agreement or to perfect or maintain
     the perfection of such Lien.

          (b)  Notwithstanding paragraph (a) of this
     Section 5.10, so long as no Event of Default is then in
     existence, Borrower shall not be required to deliver to the
     Administrative Agent any Security Documents or collateral
     assignments, security agreements, mortgages, deeds of trust,
     pledge agreements, financing statements, fixture filings,
     notice filings or other documents for any item of real or
     personal property acquired by Borrower on or after the
     Effective Date if both (i) the acquisition cost of each such
     item of real or personal property (including, but not
     limited to, Rolling Stock) is less than $250,000 and
     (ii) the aggregate acquisition cost of (A) all such real or
     personal property (including, but not limited to, Rolling
     Stock) in which no Lien has been granted in favor of the
     Administrative Agent pursuant to this paragraph (b) of this
     Section (collectively, the "Excluded Items") plus
     (B) Rolling Stock in existence as of the Effective Date is
     not more than $2,000,000.  To the extent that the aggregate
     acquisition cost of (i) all Excluded Items plus (ii) Rolling
     Stock in existence as of the Effective Date is more than
     $2,000,000 (the "Excluded Items/Rolling Stock Threshold"),
     Borrower will, and will cause its Subsidiaries to, grant
     (and such Liens shall be deemed immediately to have

                             Page 51

     been granted) Liens on such assets to the extent in excess
     of the Excluded Items/Rolling Stock Threshold in favor of
     the Administrative Agent, for itself and on behalf of the
     Lenders.

          (c)  Notwithstanding paragraph (a) and (b) of this
     Section 5.10, so long as no Event of Default is then in
     existence, Borrower also shall not be required to deliver to
     the Administrative Agent any Security Documents or
     collateral assignments, security agreements, mortgages,
     deeds of trust, pledge agreements, financing statements,
     fixture filings, notice filings or other documents for any
     item of real or personal property acquired on or after the
     Effective Date if each of the following conditions are
     satisfied: (a) each such item of real or personal property
     is acquired or purchased on or after the Effective Date
     solely in exchange for the Common Stock or other equity
     interest in the Borrower (an "Equity Acquisition Asset"),
     (b) no Lien is created, imposed, or permitted to exist on
     any Equity Acquisition Asset, and (c) the aggregate
     acquisition value of all Equity Acquisition Assets does not
     exceed $2,000,000.  To the extent that the aggregate
     acquisition value of all Equity Acquisition Assets is more
     than $2,000,000 ("Equity Acquisition Threshold"), Borrower
     will, and will cause its Subsidiaries to, grant Liens (and
     such Liens shall be deemed immediately to have been granted)
     on such assets to the extent in excess of the Equity
     Acquisition Threshold in favor of the Administrative Agent,
     for itself and on behalf of the Lenders.

          SECTION 5.11   ACQUISITIONS WITH PROCEEDS OF LOANS.  In
     the event that after the date of this Agreement, a
     Subsidiary or Borrower's Affiliate utilizes the proceeds of
     any Loans, which are either directly or indirectly
     transferred or otherwise forwarded to such Subsidiary or
     Borrower's Affiliate from Borrower, to acquire real or
     personal property of any type or nature, Borrower shall
     promptly give written notice of such acquisition to the
     Administrative Agent, and if requested by the Administrative
     Agent at the direction of the Required Lenders, Borrower
     shall cause such Subsidiary or Borrower's Affiliate to
     execute and deliver Security Documents or collateral
     assignments, security agreements, mortgages, deeds of trust,
     pledge agreements, financing statements, fixture filings,
     notice filings or other documents the Administrative Agent
     may reasonably request from time to time in order for the
     Administrative Agent to acquire a Lien on the property so
     acquired by the Subsidiary or Borrower's Affiliate as the
     case may be, as additional security for the obligations
     under this Agreement or to perfect or maintain the
     perfection of such Lien.

          SECTION 5.12   REVOLVING CREDIT AGREEMENT WARRANTS.  On
     the date hereof, the Borrower shall issue the Fee Warrant
     Certificate and the Purchaser Certificate.  The Fee Warrant
     Certificate shall be duly executed and registered in such
     name or names and in such denominations as each Lender shall
     have notified the Borrower and shall be deemed earned in
     accordance with Section 2.12 hereof and the terms and
     conditions of the Fee Warrant Certificate.  The Borrower
     shall keep available for issuance upon exercise of the Fee
     Warrant Certificate and the other Revolving Credit Agreement
     Warrants a sufficient quantity of Common Stock to satisfy
     the exercise in full of the Revolving Credit Agreement
     Warrants from time to time outstanding.  The Borrower will
     comply in all respects with its obligations under the
     Revolving Credit Agreement Warrants and shall take all steps
     as shall be necessary to insure that the Lenders and any
     subsequent holders of the Revolving Credit Agreement
     Warrants receive all of the benefits which they are intended
     to receive thereunder.

                             Page 52

          SECTION 5.13   STOCK PAYMENT COMMON STOCK.  On each
     Interest Payment Date that the Borrower has made a Stock
     Payment Election on account of a Borrowing, the Borrower
     shall issue Common Stock to the Lenders equal to the
     applicable Stock Payment ("Stock Payment Common Stock").
     All shares of Common Stock issued pursuant to a Stock
     Payment shall be duly authorized, validly issued, fully
     paid, non-assessable, and free and clear of all Liens and
     other encumbrances.

          SECTION 5.14   CONVERSION SHARES.  The Borrower shall
     keep available for issuance a sufficient quantity of Common
     Stock to satisfy, at all times, the exercise by any Tranche
     B Lender of such Tranche B Lenders' conversion rights
     pursuant to Section 2.07 hereof. All shares of Common Stock
     issued pursuant to the exercise of conversion rights under
     Section 2.07 hereof shall be duly authorized, validly
     issued, fully paid, non-assessable, and free and clear of
     all Liens and other encumbrances.

                           ARTICLE VI

                       NEGATIVE COVENANTS

          Until the Commitments have expired or terminated and
the principal of and interest on each Loan and all fees payable
hereunder have been paid in full, the Borrower covenants and
agrees with the Lenders that:

          SECTION 6.01   INDEBTEDNESS.  The Borrower will not,
     and will not permit any Participating Subsidiary or SWFG to,
     create, incur, assume or permit to exist any Indebtedness of
     Borrower, the Participating Subsidiaries or SWFG, except:

          (a)  Indebtedness created hereunder;

          (b)  Indebtedness existing on November 25, 1997 and set
     forth in Schedule 6.01 and extensions, renewals and
     replacements of any such Indebtedness that do not increase
     the outstanding principal amount thereof;

          (c)  Indebtedness of the Borrower to any Subsidiary and
     of any Subsidiary to the Borrower or any other Subsidiary;

          (d)  Guarantees by the Borrower of Indebtedness of any
     Subsidiary and by any Subsidiary of Indebtedness of the
     Borrower or any other Subsidiary;

          (e)  Indebtedness of the Borrower or any Subsidiary
     incurred to finance the acquisition, construction or
     improvement of any assets, including Capital Lease
     Obligations and any Indebtedness assumed in connection with
     the acquisition of any such assets or secured by a Lien on
     any such assets prior to the acquisition thereof, and
     extensions, renewals and replacements of any such
     Indebtedness that do not increase the outstanding principal
     amount thereof; provided that (i) such Indebtedness is
     incurred prior to or within 90 days after such acquisition
     or the completion of such construction or improvement and
     (ii) the aggregate principal amount of Indebtedness
     permitted by this Subsection (e) shall not exceed $135
     million at any time outstanding;

                             Page 53

          (f)  Indebtedness of the Borrower or any Subsidiary as
     an account party in respect of trade letters of credit;

          (g)  "Parent Permitted Debt" (as defined in the Sun
     World Indenture), to the extent such debt may be incurred by
     Borrower pursuant to the terms of the Sun World Indenture
     without any action or authorization by the Sun World Trustee
     under the Sun World Indenture or by the holders of the Sun
     World Notes; provided, however, no "Parent Permitted Debt"
     (as defined in the Sun World Indenture) may be created,
     incurred, assumed or permitted to exist that would have a
     Material Adverse Effect upon Borrower's ability to satisfy
     the Borrower's obligations hereunder and under the other
     Loan Documents;

          (h)  intercompany loans payable to the Borrower that
     evidences the intercompany transfer of the proceeds of the
     Loans to affiliates of the Borrower, provided, however, that
     any such intercompany loan is evidenced by a note that is
     pledged by Borrower to and for the benefit of the
     Administrative Agent for account of the Lenders.

          SECTION 6.02   LIENS.  The Borrower will not, and will
     not permit any Subsidiary (excluding the Sun World Entities)
     to, create, incur, assume or permit to exist any Lien on any
     property or asset now owned or hereafter acquired by it, or
     assign or sell any income or revenues (including accounts
     receivable) or rights in respect of any thereof, except:

          (a)  Permitted Encumbrances;

          (b)  any Lien on any property or asset of the Borrower
     or any Subsidiary (excluding the Sun World Entities)
     existing on November 25, 1997 and set forth in Schedule
     6.02; provided that (i) such Lien shall not apply to any
     other property or asset of the Borrower or any Subsidiary
     and (ii) such Lien shall secure only those obligations which
     it secured on November 25, 1997 and extensions, renewals and
     replacements thereof that do not increase the outstanding
     principal amount thereof;

          (c)  any Lien existing on any property or asset prior
     to the acquisition thereof by the Borrower or any Subsidiary
     or existing on any property or asset of any Person that
     becomes a Subsidiary after the date hereof prior to the time
     such Person becomes a Subsidiary; provided that (i) such
     Lien is not created in contemplation of or in connection
     with such acquisition or such Person becoming a Subsidiary,
     as the case may be, (ii) such Lien shall not apply to any
     other property or assets of the Borrower or any Subsidiary
     and (iii) such Lien shall secure only those obligations
     which it secures on the date of such acquisition or the date
     such Person becomes a Subsidiary, as the case may be and
     extensions, renewals and replacements thereof that do not
     increase the outstanding principal amount thereof;

          (d)  Liens on assets acquired, constructed or improved
     by the Borrower or any Subsidiary; provided that (i) such
     security interests secure Indebtedness permitted by
     Subsection (e) of Section 6.01, (ii) such security interests
     and the Indebtedness secured thereby are incurred prior to
     or within 90 days after such acquisition or the completion
     of

                             Page 54

     such construction or improvement, (iii) the Indebtedness
     secured thereby does not exceed 90% of the cost of
     acquiring, constructing or improving such assets and
     (iv) such security interests shall not apply to any other
     property or assets of the Borrower or any Subsidiary;

          (e)  Liens to the extent permitted pursuant to the
     terms of the Sun World Indenture without any action or
     authorization by the Sun World Trustee under the Sun World
     Indenture or by the holders of the Sun World Notes; provided
     that such Liens do not include any Liens on the ING
     Collateral; and

          (f)  Liens on the Excluded Items or any portion
     thereof;
notwithstanding the foregoing, the Borrower will not, and will
not permit any Subsidiary to, create, incur, assume or permit to
exist any Lien on any Equity Acquisition Asset now owned or
hereafter acquired, or any proceeds thereof.

          SECTION 6.03   FUNDAMENTAL CHANGES.

          (a)  The Borrower will not, and will not permit any
     Subsidiary, excluding the Sun World Entities, to, merge into
     or consolidate with any other Person, or permit any other
     Person to merge into or consolidate with it, or sell,
     transfer, lease or otherwise dispose of (in one transaction
     or in a series of transactions) any substantial part of its
     assets, or all or substantially all of the stock of any of
     its Subsidiaries (in each case, whether now owned or
     hereafter acquired), or liquidate or dissolve, except that,
     if at the time thereof and immediately after giving effect
     thereto no Default shall have occurred and be continuing
     (i) any Subsidiary/Person may merge into the Borrower in a
     transaction in which the Borrower is the surviving
     corporation, (ii) any Subsidiary/Person may merge into any
     Subsidiary in a transaction in which the surviving entity is
     a Subsidiary, (iii) any Subsidiary may sell, transfer, lease
     or otherwise dispose of its assets to the Borrower or to
     another Subsidiary and (iv) any Subsidiary may liquidate or
     dissolve if the Borrower determines in good faith that such
     liquidation or dissolution is in the best interests of the
     Borrower and is not materially disadvantageous to the
     Lenders; provided that any such merger involving a Person
     that is not a wholly owned Subsidiary immediately prior to
     such merger shall not be permitted unless also permitted by
     Section 6.04.

          (b)  The Borrower will not, and will not permit any of
     its Subsidiaries (excluding the Sun World Entities) to,
     engage to any material extent in any business other than
     businesses of the type conducted by the Borrower and its
     Subsidiaries on the date of execution of this Agreement and
     businesses reasonably related thereto.

          (c)  Notwithstanding the foregoing, the Borrower may
     sell assets to the extent such sale may be consummated
     pursuant to the terms of the Sun World Indenture without any
     action or authorization by the Sun World Trustee under the
     Sun World Indenture or the holders of the Sun World Notes;
     provided that such sales do not include or affect in any
     manner the ING Collateral.

          (d)  Unless an Inactive Subsidiary shall comply with
     each and every obligation that Participating Subsidiaries
     (either directly or indirectly) have hereunder or under any
     of the Loan Documents, (a) the Borrower will not permit such
     Inactive Subsidiary to engage in any

                             Page 55

     business of any type or nature, (b) the Borrower will not
     permit the Inactive Subsidiaries, and will cause the
     Inactive Subsidiaries to refrain from, obtaining any assets
     or properties of any type or nature, (c) the Borrower will
     not permit any Inactive Subsidiary to, create, incur, assume
     or permit to exist any Indebtedness, and (d) the Borrower
     will not permit any Inactive Subsidiary to, create, incur,
     assume or permit to exist any Lien on any property or asset
     now owned or hereafter acquired by it, or assign or sell any
     income or revenues.

          SECTION 6.04   INVESTMENTS, LOANS, ADVANCES, GUARANTEES
     AND ACQUISITIONS.  The Borrower will not, and will not
     permit any of its Subsidiaries (excluding the Sun World
     Entities) to, purchase, hold or acquire (including pursuant
     to any merger with any Person that was not a wholly owned
     Subsidiary prior to such merger) any capital stock,
     evidences of indebtedness or other securities (including any
     option, warrant or other right to acquire any of the
     foregoing) of, make or permit to exist any loans or advances
     to, Guarantee any obligations of, or make or permit to exist
     any investment or any other interest in, any other Person,
     or purchase or otherwise acquire (in one transaction or a
     series of transactions) any assets of any other Person
     constituting a business unit, except:

          (a)  Permitted Investments;

          (b)  investments by the Borrower existing on the date
     hereof in the capital stock, other securities or equity
     interests of its Subsidiaries;

          (c)  loans or advances made by the Borrower to any
     Subsidiary and made by any Subsidiary to the Borrower or any
     other Subsidiary;

          (d)  Guarantees constituting Indebtedness permitted by
     Section 6.01; and

          (e)  assets acquired by Borrower solely in exchange for
     the equity interests of the Borrower.

          SECTION 6.05   HEDGING AGREEMENTS.  The Borrower will
     not, and will not permit any of its Subsidiaries (excluding
     the Sun World Entities) to, enter into any Hedging
     Agreement, other than Hedging Agreements entered into in the
     ordinary course of business to hedge or mitigate risks to
     which the Borrower or any Subsidiary is exposed in the
     conduct of its business or the management of its
     liabilities.

          SECTION 6.06   RESTRICTED PAYMENTS.  The Borrower will
     not, and will not permit any of its Subsidiaries to, declare
     or make, or agree to pay or make, directly or indirectly,
     any Restricted Payment; except that the Borrower and its
     Affiliates may make "Restricted Payments" (as defined in the
     Sun World Indenture) to the extent such payments may be
     effected pursuant to the terms of the Sun World Indenture
     without any action or authorization by the Sun World Trustee
     under the Sun World Indenture or by the holders of the Sun
     World Notes, provided, however, that no such "Restricted
     Payments" (as defined in the Sun World Indenture) may be
     made that would have a Material Adverse Effect upon
     Borrower's ability to satisfy the Borrower's obligations
     hereunder and under the other Loan Documents.

          SECTION 6.07   TRANSACTIONS WITH AFFILIATES.  The
     Borrower will not, and will not permit any of its
     Subsidiaries to, sell, lease or otherwise transfer any
     property or assets

                             Page 56

     to, or purchase, lease or otherwise acquire any property or
     assets from, or otherwise engage in any other transactions
     with, any of its Affiliates, except (a) in the ordinary
     course of business at prices and on terms and conditions not
     less favorable to the Borrower or such Subsidiary than could
     be obtained on an arm's-length basis from unrelated third
     parties, (b) transactions between or among the Borrower and
     its Subsidiaries not involving any other Affiliate, (c) any
     Restricted Payment permitted by Section 6.06, and
     (d) "Affiliate Transactions" (as defined in the Sun World
     Indenture), to the extent such transactions may be incurred
     by Borrower and its Subsidiaries pursuant to the terms of
     the Sun World Indenture without any action or authorization
     by the Sun World Trustee under the Sun World Indenture or by
     the holders of the Sun World Notes, provided, however, that
     no such "Affiliate Transactions" (as defined in the Sun
     World Indenture) may be undertaken that would have a
     Material Adverse Effect upon Borrower's ability to satisfy
     the Borrower's obligations hereunder and under the other
     Loan Documents.

          SECTION 6.08   RESTRICTIVE AGREEMENTS.  The Borrower
     will not, and will not permit any of its Subsidiaries
     (excluding the Sun World Entities) to, directly or
     indirectly, enter into, incur or permit to exist any
     agreement or other arrangement that prohibits, restricts or
     imposes any condition upon (a) the ability of the Borrower
     or any Subsidiary (excluding the Sun World Entities) to
     create, incur or permit to exist any Lien upon any of its
     property or assets, or (b) the ability of any Subsidiary
     (excluding the Sun World Entities) to pay dividends or other
     distributions with respect to any shares of its capital
     stock or to make or repay loans or advances to the Borrower
     or any other Subsidiary or to Guarantee Indebtedness of the
     Borrower or any other Subsidiary; provided that (i) the
     foregoing shall not apply to restrictions and conditions
     imposed by law or by this Agreement or any other Loan
     Document, (ii) the foregoing shall not apply to restrictions
     and conditions existing on November 25, 1997 identified on
     Schedule 6.08 (but shall apply to any amendment or
     modification expanding the scope of any such restriction or
     condition), (iii) except as may be required pursuant to
     Section 5.10 hereof, the foregoing shall not apply to
     customary restrictions and conditions contained in
     agreements relating to the sale of a Subsidiary pending such
     sale, provided such restrictions and conditions apply only
     to the Subsidiary that is to be sold and such sale is
     permitted hereunder, (iv) except as may be required pursuant
     to Section 5.10 hereof, Subsection (a) of the foregoing
     shall not apply to restrictions or conditions imposed by any
     agreement relating to secured Indebtedness permitted by this
     Agreement if such restrictions or conditions apply only to
     the property or assets securing such Indebtedness and
     (v) except as may be required pursuant to Section 5.10
     hereof, Subsection (a) of the foregoing shall not apply to
     customary provisions in leases and other contracts
     restricting the assignment thereof.

          SECTION 6.09   USE OF PROCEEDS.  Borrower shall not use
     the proceeds of any of the Loans for any purpose other than
     as and to the extent permitted by Section 5.08 hereof.

          SECTION 6.10   MANAGEMENT FEES FROM SUN WORLD.
     Borrower shall not, and will cause Sun World to refrain from
     taking any action to, either directly or indirectly, amend,
     modify, alter or voluntary terminate or suspend the
     Borrower/Sun World Services Agreement in any manner that
     would restrict, limit, affect, modify, suspend or terminate
     Borrower's right to receive at least $1,500,000.00 annually
     for management fees paid by Sun World to Cadiz under the
     terms of the Cadiz/Sun World Services Agreement.

                             Page 57

                           ARTICLE VII

                        EVENTS OF DEFAULT

     If any of the following events ("Events of Default") shall
occur:

          (a)  the Borrower shall fail to pay any principal of,
     or interest on, any Loan or any fee or any other amount
     payable under this Agreement or any other Loan Document when
     and as the same shall become due and payable, whether at the
     due date thereof or at a date fixed for prepayment thereof
     or otherwise;

          (b)  any representation or warranty made or deemed made
     by or on behalf of the Borrower or any Subsidiary in or in
     connection with this Agreement or any other Loan Document or
     any amendment or modification hereof or waiver hereunder, or
     in any report, certificate, financial statement or other
     document furnished pursuant to or in connection with this
     Agreement or any other Loan Document or any amendment or
     modification hereof or waiver hereunder, shall prove to have
     been incorrect in any material respect when made or deemed
     made;

          (c)  the Borrower shall fail to observe or perform any
     covenant, condition or agreement contained in Section 5.02,
     5.03 (with respect to the Borrower's existence) or 5.08 or
     in Article VI;

          (d)  the Borrower shall fail to observe or perform any
     covenant, condition or agreement contained in this Agreement
     (other than those specified in clauses (a), (b) or (c) of
     this Article), and such failure shall continue unremedied
     for a period of 30 days after notice thereof from the
     Administrative Agent to the Borrower (which notice will be
     given at the request of any Lender);

          (e)  the Borrower or any Subsidiary shall fail to make
     any payment (whether of principal or interest and regardless
     of amount) in respect of any Material Indebtedness, when and
     as the same shall become due and payable; provided that this
     clause (e) shall not apply solely by reason of a failure to
     make a payment when and as the same shall become due and
     payable under the Sun World Indenture or other Sun World
     Documents unless (i) such failure would cause an Event of
     Default hereunder pursuant to a Section other than this
     Section (e), (ii) the Sun World Notes or any of the
     obligations under the Sun World Documents to the Sun World
     Trustee or the holders of the Sun World Notes have been
     accelerated pursuant to the provisions of the Sun World
     Indenture or otherwise, (iii) the Sun World Trustee and/or
     any of the holders of the Sun World Notes have instituted
     legal proceedings to enforce the Sun World Notes, the Sun
     World Indenture, or any obligations referred to in any of
     the Sun World Documents, (iv) the Sun World Trustee and/or
     any of the holders of the Sun World Notes have commenced
     foreclosure proceedings (judicial or nonjudicial) with
     respect to any collateral held as security for the
     obligations under the Sun World Documents, or (v) such
     failure to make payments has a Material Adverse Effect upon
     Borrower's ability to satisfy its obligations under this
     Agreement or any other Loan Document (as determined solely
     in the Administrative Agent's reasonable judgment); provided
     further

                             Page 58

     that this clause (e) shall not apply solely by reason of a
     failure to make a payment when and as the same shall become
     due and payable under any other Sun World Indebtedness
     unless (i) such failure would cause an Event of Default
     hereunder pursuant to a Section other than this Section (e),
     (ii) such Sun World Indebtedness have been accelerated
     pursuant to the terns thereof or otherwise, (iii) the
     holders of such Sun World Indebtedness or any agent therefor
     have instituted legal proceedings to enforce such Sun World
     Indebtedness, (iv) the holders of such Sun World
     Indebtedness or any agent therefor have commenced
     foreclosure proceedings (judicial or nonjudicial) with
     respect to any collateral held as security for such
     Indebtedness, or (v) such failure to make payments has a
     Material Adverse Effect upon Borrower's ability to satisfy
     its obligations under this Agreement or any other Loan
     Document (as determined solely in the Administrative Agent's
     reasonable judgment).

          (f)  any event or condition occurs that results in any
     Material Indebtedness becoming due prior to its scheduled
     maturity or that enables or permits (with or without the
     giving of notice, the lapse of time or both) the holder or
     holders of any Material Indebtedness or any trustee or agent
     on its or their behalf to cause any Material Indebtedness to
     become due, or to require the prepayment, repurchase,
     redemption or defeasance thereof, prior to its scheduled
     maturity; provided that this clause (f) shall not apply to
     secured Indebtedness that becomes due as a result of the
     voluntary sale or transfer of the property or assets
     securing such Indebtedness; provided further that this
     clause (f) shall not apply solely by reason of an "Event of
     Default" under the Sun World Indenture or other Sun World
     Documents unless (i) such event would cause an Event of
     Default hereunder regardless of its classification as an
     "Event of Default" under the Sun World Indenture or other
     Sun World Documents, (ii) the Sun World Notes or any of the
     obligations under the Sun World Documents to the Sun World
     Trustee or the holders of the Sun World Notes have been
     accelerated pursuant to the provisions of the Sun World
     Indenture or otherwise, (iii) the Sun World Trustee and/or
     any of the holders of the Sun World Notes have instituted
     legal proceedings to enforce the Sun World Notes, the Sun
     World Indenture, or any obligations referred to in any of
     the Sun World Documents, (iv) the Sun World Trustee and/or
     any of the holders of the Sun World Notes have commenced
     foreclosure proceedings (judicial or nonjudicial) with
     respect to any collateral held as security for the
     obligations under the Sun World Documents, or (v) such event
     has a Material Adverse Effect upon Borrower's ability to
     satisfy its obligations under this Agreement or any other
     Loan Document (as determined solely in the Administrative
     Agent's reasonable judgment); provided further that this
     clause (f) shall not apply solely by reason of an "Event of
     Default" under any other Sun World Indebtedness unless
     (i) such event would cause an Event of Default hereunder
     regardless of its classification as an "Event of Default"
     for such other Sun World Indebtedness, (ii) such Sun World
     Indebtedness has been accelerated pursuant to the terms
     thereof or otherwise, (iii) the holders of such Sun World
     Indebtedness or any agent therefor have instituted legal
     proceedings to enforce the Sun World Indebtedness, (iv) the
     holders of such Sun World Indebtedness or any agent therefor
     have commenced foreclosure proceedings (judicial or
     nonjudicial) with respect to any collateral held as security
     for such Indebtedness, or (v) such event has a Material
     Adverse Effect upon Borrower's ability to satisfy its
     obligations under this Agreement or any other Loan Document
     (as determined solely in the Administrative Agent's
     reasonable judgment).

                             Page 59

          (g)  an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed seeking (i) liquidation,
     reorganization or other relief in respect of the Borrower or
     any Subsidiary or its debts, or of a substantial part of its
     assets, under any Federal, state or foreign bankruptcy,
     insolvency, receivership or similar law now or hereafter in
     effect or (ii) the appointment of a receiver, trustee,
     custodian, sequestrator, conservator or similar official for
     the Borrower or any Subsidiary or for a substantial part of
     its assets, and, in any such case, such proceeding or
     petition shall continue undismissed for 60 days or an order
     or decree approving or ordering any of the foregoing shall
     be entered;

          (h)  the Borrower or any Subsidiary shall
     (i) voluntarily commence any proceeding or file any petition
     seeking liquidation, reorganization or other relief under
     any Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law now or hereafter in effect,
     (ii) consent to the institution of, or fail to contest in a
     timely and appropriate manner, any proceeding or petition
     described in clause (g) of this Article, (iii) apply for or
     consent to the appointment of a receiver, trustee,
     custodian, sequestrator, conservator or similar official for
     the Borrower or any Subsidiary or for a substantial part of
     its assets, (iv) file an answer admitting the material
     allegations of a petition filed against it in any such
     proceeding, (v) make a general assignment for the benefit of
     creditors or (vi) take any action for the purpose of
     effecting any of the foregoing;

          (i)  the Borrower or any Subsidiary (other than PSWRI
     and SWFG) shall become unable, admit in writing or fail
     generally to pay its debts as they become due;

          (j)  one or more judgments for the payment of money in
     excess of insurance coverage in an aggregate amount in
     excess of $500,000 shall be rendered against the Borrower,
     any Participating Subsidiary, SWFG or any combination
     thereof and the same shall remain undischarged for a period
     of 30 consecutive days during which execution shall not be
     effectively stayed, or any action shall be legally taken by
     a judgment creditor to attach or levy upon any assets of the
     Borrower or any Participating Subsidiary to enforce any such
     judgment;

          (k)  an ERISA Event shall have occurred that, in the
     opinion of the Required Lenders, when taken together with
     all other ERISA Events that have occurred, could reasonably
     be expected to result in a Material Adverse Effect;

          (l)  a Change in Control shall occur;

          (m)  any of the Security Documents shall for any reason
     cease to be a valid perfected security interest in favor of
     the Administrative Agent, for itself and on behalf of the
     Lenders, in the Borrower's right, title and interest in and
     to the collateral subject thereto (subject only to Permitted
     Encumbrances), to the extent required by such Security
     Document, and in the case of any Mortgage, such cessation
     continues unremedied for more than 10 days; or

          (n)  an "Event of Default" shall have occurred and be
     continuing under any other Loan Document;

                             Page 60

then, and in every such event (other than an event with respect
to the Borrower described in clause (g) or (h) of this Article),
and at any time thereafter during the continuance of such event,
the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the
Borrower; and in case of any event with respect to the Borrower
described in clause (g) or (h) of this Article, the Commitments
shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.  In addition to any other remedies
available to the Administrative Agent and the Lenders hereunder
or at law or otherwise, if an Event of Default shall have
occurred and so long as the same shall be continuing unremedied,
then and in every such case, the Administrative Agent and the
Required Lenders may exercise any or all of the rights and powers
and pursue any and all of the remedies set forth in any Security
Document in accordance with terms thereof.

                          ARTICLE VIII

                    THE ADMINISTRATIVE AGENT


          SECTION 8.01   APPOINTMENT, POWERS AND IMMUNITIES.
Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent
by the terms hereof and by the other Loan Documents, together
with such actions and powers as are reasonably incidental
thereto.

          SECTION 8.02   ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY.  The Lender serving as the Administrative Agent
hereunder and under the other Loan Documents shall have the same
rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the
Administrative Agent, and such Lender and its Affiliates may lend
money to and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.  In that regard, the
terms "Lenders", "Required Lenders", or any similar terms used
herein shall, unless the context clearly otherwise indicates,
include the Administrative Agent in its individual capacity.  The
Administrative Agent may lend money to, and generally engage in
any kind of financial, financial advisory or other business with
the Borrower or any Affiliate of the Borrower as if it were not
performing the duties specified herein, and may accept fees and
other consideration from the Borrower for services in connection
with this Agreement and otherwise without having to account for
the same to the Lenders.

                             Page 61

          SECTION 8.03   NATURE OF DUTIES OF ADMINISTRATIVE
AGENT.  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the
other Loan Documents.  Without limiting the generality of the
foregoing (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby that the Administrative
Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02),
and (c) except as expressly set forth herein or in any other Loan
Document, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the Lender
serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any
action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of
its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement,
(ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or
any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

          SECTION 8.04   CERTAIN RIGHTS OF ADMINISTRATIVE AGENT.
If the Administrative Agent shall request instructions from the
Required Lenders with respect to any act or action (including the
failure to act) in connection with this Agreement or any other
Credit Document, the Administrative Agent shall be entitled to
refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the
Required Lenders; and the Administrative Agent shall not incur
liability to any Person by reason of so refraining.  Without
limiting the foregoing, but subject to the terms of Section 9.02
hereof, no Lender shall have any right of action whatsoever
against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder
in accordance with the instructions of the Required Lenders.

          SECTION 8.05   RELIANCE BY ADMINISTRATIVE AGENT.  The
Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or
sent by the proper Person.  The Administrative Agent also may
rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative
Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not
                             Page 62

taken by it in accordance with the advice of any such counsel,
accountants or experts.  The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or
transfer thereof shall have been filed with the Administrative
Agent pursuant to Section 9.04 below.  Any request, authority or
consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall
be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or any Note issued in exchange therefor.

          SECTION 8.06   SUB-AGENTS.  The Administrative Agent
may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties.  The
exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities
as Administrative Agent.

          SECTION 8.07   RESIGNATION BY ADMINISTRATIVE AGENT.
Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the
Administrative Agent may resign at any time by notifying the
Lenders and the Borrower.  Upon any such resignation, the
Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent.  Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring
Administrative Agent and the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under
the other Loan Documents.  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower
and such successor.  After the Administrative Agent's resignation
hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by
any of them while it was acting as Administrative Agent.

          SECTION 8.08   NON-RELIANCE ON ADMINISTRATIVE AGENT AND
OTHER LENDERS.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on
such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder.

                             Page 63

          SECTION 8.09   SECURITY DOCUMENTS.

          (a)  Each Lender hereby authorizes the Administrative
     Agent to enter into each of the Security Documents and to
     take all actions contemplated thereby.  All rights and
     remedies under the Security Documents may be exercised by
     the Administrative Agent for the benefit of the Lenders and
     the other beneficiaries thereof upon the terms thereof.
     With the consent of the Required Lenders, the Administrative
     Agent may assign its rights and obligations as
     Administrative Agent under any of the Security Documents to
     any Affiliate of the Administrative Agent, and such
     Affiliate thereafter shall be entitled to (i) all the rights
     of the Administrative Agent under the applicable Security
     Document and (ii) all rights hereunder of the Administrative
     Agent with respect to the applicable Security Document.

          (b)  In each circumstance where, under any provision of
     any Security Document, the Administrative Agent shall have
     the right to grant or withhold any consent, exercise any
     remedy, make any determination or direct any action by the
     Administrative Agent under such Security Document, the
     Administrative Agent shall act in respect of such consent,
     exercise of remedies, determination or action, as the case
     may be, with the consent of and at the direction of the
     Required Lenders; provided, however, that no such consent of
     the Required Lenders shall be required with respect to any
     consent, determination or other matter that is, in the
     Administrative Agent's judgment, ministerial or
     administrative in nature.  In each circumstance where any
     consent of or direction from the Required Lenders is
     required, the Administrative Agent shall send to the Lenders
     a written notice setting forth a description in reasonable
     detail of the matter as to which consent or direction is
     requested and the Administrative Agent's proposed course of
     action with respect thereto.  In the event the
     Administrative Agent shall not have received a response from
     any Lender within five (5) Business Days after the giving of
     such notice, such Lender shall be deemed to have agreed to
     the course of action proposed by the Administrative Agent.

                           ARTICLE IX

                          MISCELLANEOUS


          SECTION 9.01   NOTICES.  Except in the case of notices
     and other communications expressly permitted to be given by
     telephone, all notices and other communications provided for
     herein shall be in writing and shall be delivered by hand or
     overnight courier service, mailed by certified or registered
     mail or sent by telecopy, as follows:

          (a)  if to the Borrower, to it at:

               Cadiz Inc.
               Attn:  Chief Financial Officer
               100 Wilshire Blvd.
               Sixteenth Floor
               Santa Monica, CA 90401-1111
               Telephone No.:  310-899-4700
               Facsimile No.:  310-899-4752

                             Page 64

with a copy to:

Howard Unterberger, Esq.
Miller & Holguin
               1801 Century Park East
               Seventh Floor
               Los Angeles, CA 90067
               Telephone No.:  310-556-1990
               Facsimile No.:  310-557-2205

          (b)  if to the Administrative Agent, to it at:

               ING Baring (U.S.) Capital LLC
               135 E. 57th Street
               New York, NY 10022-2101
               Attention:  Joan Chiappe, Vice President
               Reference:  Cadiz
               Telephone No.:  212-409-1742
               Facsimile No.:  212-371-9295

          with a copy to:

               Cadwalader, Wickersham & Taft
               100 Maiden Lane
               New York, New York 10038
               Attention: Michael J. Edelman, Esq.
               Telephone No.: 212-504-6000
               Facsimile No.:      212-504-6666

          (c)  if to ING, as a Lender, to it at:

               ING Baring (U.S.) Capital LLC
               135 E. 57th Street
               New York, NY 10022-2101
               Attention:  Joan Chiappe, Vice President
               Reference:  Cadiz
               Telephone No.:  212-409-1742
               Facsimile No.:  212-371-9295

          with a copy to:

               Cadwalader, Wickersham & Taft
               100 Maiden Lane
               New York, New York 10038
               Attention: Michael J. Edelman, Esq.
               Telephone No.: 212-504-6000
               Facsimile No.:      212-504-6666

                             Page 65

          (d)  if to any other Lender, to it at its address (or
     telecopy number) set forth in its Administrative
     Questionnaire.

Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other
parties hereto.  All notices and other communications given to
any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of
receipt.


          SECTION 9.02   WAIVERS; AMENDMENTS.

          (a)  No failure or delay by the Administrative Agent or
     any Lender in exercising any right or power hereunder shall
     operate as a waiver thereof, nor shall any single or partial
     exercise of any such right or power, or any abandonment or
     discontinuance of steps to enforce such a right or power,
     preclude any other or further exercise thereof or the
     exercise of any other right or power.  The rights and
     remedies of the Administrative Agent and the Lenders
     hereunder are cumulative and are not exclusive of any rights
     or remedies that they would otherwise have.  No waiver of
     any provision of this Agreement or consent to any departure
     by the Borrower therefrom shall in any event be effective
     unless the same shall be permitted by paragraph (b) of this
     Section, and then such waiver or consent shall be effective
     only in the specific instance and for the purpose for which
     given.  Without limiting the generality of the foregoing,
     the making of a Loan shall not be construed as a waiver of
     any Default, regardless of whether the Administrative Agent
     or any Lender may have had notice or knowledge of such
     Default at the time.

          (b)  Neither this Agreement nor any provision hereof
     may be waived, amended or modified except pursuant to an
     agreement or agreements in writing entered into by the
     Borrower and the Required Lenders or by the Borrower and the
     Administrative Agent with the consent of the Required
     Lenders; provided that no such agreement shall (i) increase
     the Commitment of any Lender without the written consent of
     such Lender, (ii) reduce the principal amount of any Loan or
     reduce the rate of interest thereon, or reduce any fees
     payable hereunder, without the written consent of each
     Lender affected thereby, (iii) postpone the scheduled date
     of payment of the principal amount of any Loan or any
     interest thereon, or any fees payable hereunder, or reduce
     the amount of, waive or excuse any such payment, or postpone
     the scheduled date of expiration of any Commitment, without
     the written consent of each Lender affected thereby,
     (iv) change Section 2.18(b) or (c) in a manner that would
     alter the pro rata sharing of payments required thereby,
     without the written consent of each Lender, (v) change any
     of the provisions of this Section 9.02 or the definition of
     "Required Lenders" or any other provision hereof specifying
     the number or percentage of Lenders required to waive, amend
     or modify any rights hereunder or make any determination or
     grant any consent hereunder, without the written consent of
     each Lender, or (vi) release any security interest in any
     material collateral for the obligations evidenced by the
     Loan Documents (except in accordance with the Loan
     Documents) without the written consent of each Lender;
     provided further that no such agreement shall amend, modify
     or otherwise affect the rights or duties of the
     Administrative Agent hereunder without the prior written
     consent of the Administrative Agent.

                             Page 66

          SECTION 9.03   EXPENSES; INDEMNITY; DAMAGE WAIVER.

          (a)  The Borrower shall pay (i) all reasonable
     out-of-pocket expenses incurred by the Administrative Agent
     and its Affiliates, including the reasonable fees, charges
     and disbursements of counsel for the Administrative Agent,
     in connection with the syndication of the credit facilities
     provided for herein, the preparation and administration of
     this Agreement and the other Loan Documents or any
     amendments, modifications or waivers of the provisions
     hereof (whether or not the transactions contemplated hereby
     or thereby shall be consummated), (ii) all reasonable
     out-of-pocket expenses incurred by the Administrative Agent
     or any Lender, including the fees, charges and disbursements
     of any counsel for the Administrative Agent or any Lender,
     in connection with the enforcement or protection of its
     rights in connection with this Agreement or any other Loan
     Document, including its rights under this Section 9.03, or
     in connection with the Loans made hereunder, including all
     such out-of-pocket expenses incurred during any workout,
     restructuring or negotiations in respect of such Loans.

          (b)  The Borrower shall indemnify the Administrative
     Agent and each Lender, and each Related Party of any of the
     foregoing Persons (each such Person being called an
     "Indemnitee") against, and hold each Indemnitee harmless
     from, any and all losses, claims, damages, liabilities and
     related expenses, including the fees, charges and
     disbursements of any counsel for any Indemnitee, incurred by
     or asserted against any Indemnitee arising out of, in
     connection with, or as a result of (i) the execution or
     delivery of this Agreement or any other Loan Document or any
     agreement or instrument contemplated therein, the
     performance by the parties hereto of their respective
     obligations hereunder or the consummation of the
     Transactions or any other transactions contemplated hereby,
     (ii) any Loan or the use of the proceeds therefrom,
     (iii) any actual or alleged presence or release of Hazardous
     Materials on or from any property owned or operated by the
     Borrower or any of its Subsidiaries, or any Environmental
     Liability related in any way to the Borrower or any of its
     Subsidiaries, or (iv) any actual or prospective claim,
     litigation, investigation or proceeding relating to any of
     the foregoing, whether based on contract, tort or any other
     theory and regardless of whether any Indemnitee is a party
     thereto; provided that such indemnity shall not, as to any
     Indemnitee, be available to the extent that such losses,
     claims, damages, liabilities or related expenses are
     determined by a court of competent jurisdiction by final and
     nonappealable judgment to have resulted from the gross
     negligence or willful misconduct of such Indemnitee.

          (c)  To the extent that the Borrower fails to pay any
     amount required to be paid by it to the Administrative Agent
     under paragraph (a) or (b) of this Section, each Lender
     severally agrees to pay to the Administrative Agent such
     Lender's Applicable Percentage (determined as of the time
     that the applicable unreimbursed expense or indemnity
     payment is sought) of such unpaid amount; provided that the
     unreimbursed expense or indemnified loss, claim, damage,
     liability or related expense, as the case may be, was
     incurred by or asserted against the Administrative Agent in
     its capacity as such.

          (d)  To the extent permitted by applicable law, the
     Borrower shall not assert, and hereby waives, any claim
     against any Indemnitee, on any theory of liability, for
     special, indirect, consequential or punitive damages (as
     opposed to direct or actual damages) arising out of, in
     connection with, or as a result of, this Agreement or any
     agreement or instrument contemplated hereby, the
     Transactions, any Loan or the use of the proceeds thereof.

                             Page 67

          (e)  All amounts due under this Section 9.03 shall be
     payable promptly after written demand therefor.

          SECTION 9.04   SUCCESSORS AND ASSIGNS.

          (a)  The provisions of this Agreement shall be binding
     upon and inure to the benefit of the parties hereto and
     their respective successors and assigns permitted hereby,
     except that the Borrower may not assign or otherwise
     transfer any of its rights or obligations hereunder without
     the prior written consent of each Lender (and any attempted
     assignment or transfer by the Borrower without such consent
     shall be null and void).  Nothing in this Agreement,
     expressed or implied, shall be construed to confer upon any
     Person (other than the parties hereto, their respective
     successors and assigns permitted hereby and, to the extent
     expressly contemplated hereby, the Related Parties of each
     of the Administrative Agent and the Lenders) any legal or
     equitable right, remedy or claim under or by reason of this
     Agreement.

          (b)  Any Lender may assign to one or more assignees all
     or a portion of its rights and obligations under this
     Agreement (including all or a portion of its Commitment and
     the Loans at the time owing to it); provided that (i) except
     in the case of an assignment to a Lender or an Affiliate of
     a Lender, each of the Borrower and the Administrative Agent
     must give their prior written consent to such assignment
     (which consent shall not be unreasonably withheld),
     (ii) except in the case of an assignment to a Lender or an
     Affiliate of a Lender or an assignment of the entire
     remaining amount of the assigning Lender's Commitment, the
     amount of the Commitment of the assigning Lender subject to
     each such assignment (determined as of the date the
     Assignment and Acceptance with respect to such assignment is
     delivered to the Administrative Agent) shall not be less
     than $2,000,000 unless each of the Borrower and the
     Administrative Agent otherwise consents, (iii) each partial
     assignment shall be made as an assignment of a proportionate
     part of all the assigning Lender's rights and obligations
     under this Agreement, (iv) the parties to each assignment
     shall execute and deliver to the Administrative Agent an
     Assignment and Acceptance, together with a processing and
     recordation fee of $1,000, and (v) the assignee, if it shall
     not be a Lender, shall deliver to the Administrative Agent
     an Administrative Questionnaire; provided further that any
     consent of the Borrower otherwise required under this
     paragraph shall not be required if an Event of Default under
     clause (h) or (i) of Article VII has occurred and is
     continuing.  Subject to acceptance and recording thereof
     pursuant to paragraph (d) of this Section, from and after
     the effective date specified in each Assignment and
     Acceptance the assignee thereunder shall be a party hereto
     and, to the extent of the interest assigned by such
     Assignment and Acceptance, have the rights and obligations
     of a Lender under this Agreement, and the assigning Lender
     thereunder shall, to the extent of the interest assigned by
     such Assignment and Acceptance, be released from its
     obligations under this Agreement (and, in the case of an
     Assignment and Acceptance covering all of the assigning
     Lender's rights and obligations under this Agreement, such
     Lender shall cease to be a party hereto but shall continue
     to be entitled to the benefits of Sections 2.15, 2.17 and
     9.03).  Any assignment or transfer by a Lender of rights or
     obligations under this Agreement that does not comply with
     this paragraph shall be treated for purposes of this
     Agreement as a sale by such Lender of a participation in
     such rights and obligations in accordance with paragraph (e)
     of this Section.

                             Page 68

          (c)  The Administrative Agent, acting for this purpose
     as an agent of the Borrower, shall maintain at its offices
     in The City of New York a copy of each Assignment and
     Acceptance delivered to it and a register for the
     recordation of the names and addresses of the Lenders, and
     the Commitment of, and principal amount of the Loans owing
     to, each Lender pursuant to the terms hereof from time to
     time (the "Register").  The entries in the Register shall be
     conclusive, and the Borrower, the Administrative Agent and
     the Lenders may treat each Person whose name is recorded in
     the Register pursuant to the terms hereof as a Lender
     hereunder for all purposes of this Agreement,
     notwithstanding notice to the contrary.  The Register shall
     be available for inspection by the Borrower and any Lender,
     at any reasonable time and from time to time upon reasonable
     prior notice.

          (d)  Upon its receipt of a duly completed Assignment
     and Acceptance executed by an assigning Lender and an
     assignee, the assignee's completed Administrative
     Questionnaire (unless the assignee shall already be a Lender
     hereunder), the processing and recordation fee referred to
     in paragraph (b) of this Section and any written consent to
     such assignment required by paragraph (b) of this Section,
     the Administrative Agent shall accept such Assignment and
     Acceptance and record the information contained therein in
     the Register. No assignment shall be effective for purposes
     of this Agreement unless it has been recorded in the
     Register as provided in this paragraph.

          (e)  Any Lender may, without the consent of the
     Borrower or the Administrative Agent, sell participations to
     one or more banks or other financial institutions (a
     "Participant") in all or a portion of such Lender's rights
     and obligations under this Agreement (including all or a
     portion of its Commitment and the Loans owing to it);
     provided that (i) such Lender's obligations under this
     Agreement shall remain unchanged, (ii) such Lender shall
     remain solely responsible to the other parties hereto for
     the performance of such obligations and (iii) the Borrower,
     the Administrative Agent and the other Lenders shall
     continue to deal solely and directly with such Lender in
     connection with such Lender's rights and obligations under
     this Agreement.  Any agreement or instrument pursuant to
     which a Lender sells such a participation shall provide that
     such Lender shall retain the sole right to enforce this
     Agreement and to approve any amendment, modification or
     waiver of any provision of this Agreement; provided that
     such agreement or instrument may provide that such Lender
     will not, without the consent of the Participant, agree to
     any amendment, modification or waiver described in the first
     proviso to Section 9.02(b) that affects such Participant.
     Subject to paragraph (f) of this Section, the Borrower
     agrees that each Participant shall be entitled to the
     benefits of Sections 2.15 and 2.17 to the same extent as if
     it were a Lender and had acquired its interest by assignment
     pursuant to paragraph (b) of this Section.  To the extent
     permitted by law, each Participant also shall be entitled to
     the benefits of Section 9.08 as though it were a Lender,
     provided such Participant agrees to be subject to
     Section 2.18(c) as though it were a Lender.

          (f)  A Participant shall not be entitled to receive any
     greater payment under Section 2.15 or 2.17 than the
     applicable Lender would have been entitled to receive with
     respect to the participation sold to such Participant,
     unless the sale of the participation to such Participant is
     made with the Borrower's prior written consent.  A
     Participant that would be a Foreign Lender if it were a
     Lender shall not be entitled to the benefits of Section 2.17
     unless the Borrower is notified of the participation sold to
     such Participant and such Participant agrees, for the
     benefit of the Borrower, to comply with Section 2.17(e) as
     though it were a Lender.

                             Page 69

          (g)  Any Lender may at any time pledge or assign a
     security interest in all or any portion of its rights under
     this Agreement to secure obligations of such Lender,
     including any pledge or assignment to secure obligations to
     a Federal Reserve Bank, and this Section 9.04 shall not
     apply to any such pledge or assignment of a security
     interest; provided that no such pledge or assignment of a
     security interest shall release a Lender from any of its
     obligations hereunder or substitute any such pledgee or
     assignee for such Lender as a party hereto.

          SECTION 9.05   SURVIVAL.  All covenants, agreements,
     representations and warranties made by the Borrower herein
     and in the certificates or other instruments delivered in
     connection with or pursuant to this Agreement shall be
     considered to have been relied upon by the other parties
     hereto and shall survive the execution and delivery of this
     Agreement and the making of any Loans, regardless of any
     investigation made by any such other party or on its behalf
     and notwithstanding that the Administrative Agent or any
     Lender may have had notice or knowledge of any Default or
     incorrect representation or warranty at the time any credit
     is extended hereunder, and shall continue in full force and
     effect as long as the principal of or any accrued interest
     on any Loan or any fee or any other amount payable under
     this Agreement is outstanding and unpaid and so long as the
     Commitments have not expired or terminated.  The provisions
     of Sections 2.15, 2.17 and 9.03 and Article VIII shall
     survive and remain in full force and effect regardless of
     the consummation of the transactions contemplated hereby,
     the repayment of the Loans, the expiration of the
     Commitments or the termination of this Agreement or any
     provision hereof.

          SECTION 9.06   COUNTERPARTS; INTEGRATION;
     EFFECTIVENESS.  This Agreement may be executed in
     counterparts (and by different parties hereto on different
     counterparts), each of which shall constitute an original,
     but all of which when taken together shall constitute a
     single contract.  This Agreement and any separate letter
     agreements with respect to fees payable to the
     Administrative Agent constitute the entire contract among
     the parties relating to the subject matter hereof and
     supersede any and all previous agreements and
     understandings, oral or written, relating to the subject
     matter hereof.  Except as provided in Section 4.01, this
     Agreement shall become effective when it shall have been
     executed by the Administrative Agent and when the
     Administrative Agent shall have received counterparts hereof
     which, when taken together, bear the signatures of each of
     the other parties hereto, and thereafter shall be binding
     upon and inure to the benefit of the parties hereto and
     their respective successors and assigns.  Delivery of an
     executed counterpart of a signature page of this Agreement
     by telecopy shall be effective as delivery of a manually
     executed counterpart of this Agreement.

          SECTION 9.07   SEVERABILITY.  Any provision of this
     Agreement held to be invalid, illegal or unenforceable in
     any jurisdiction shall, as to such jurisdiction, be
     ineffective to the extent of such invalidity, illegality or
     unenforceability without affecting the validity, legality
     and enforceability of the remaining provisions hereof; and
     the invalidity of a particular provision in a particular
     jurisdiction shall not invalidate such provision in any
     other jurisdiction.

          SECTION 9.08   RIGHT OF SETOFF.  If an Event of Default
     shall have occurred and be continuing, each Lender and each
     of its Affiliates is hereby authorized at any time and from
     time to time, to the fullest extent permitted by law, to set
     off and apply any and all deposits (general or special, time
     or demand, provisional or final) at any time held and other
     obligations at any time owing by such Lender or Affiliate to
     or for the credit or the account of the Borrower

                             Page 70

     against any of and all the obligations of the Borrower now
     or hereafter existing under this Agreement held by such
     Lender, irrespective of whether or not such Lender shall
     have made any demand under this Agreement and although such
     obligations may be unmatured.  The rights of each Lender
     under this Section 9.08 are in addition to other rights and
     remedies (including other rights of setoff) which such
     Lender may have.

          SECTION 9.09   GOVERNING LAW; JURISDICTION; CONSENT TO
     SERVICE OF PROCESS.

          (a)  This Agreement shall be construed in accordance
     with and governed by the law of the State of California.

          (b)  The Borrower hereby irrevocably and
     unconditionally submits, for itself and its property, to the
     nonexclusive jurisdiction of (i) the Supreme Court of the
     State of New York sitting in New York County, (ii) the
     United States District Court of the Southern District of New
     York, (iii) any United States federal court sitting in the
     Central District of California, or (iv) any other court of
     appropriate jurisdiction sitting in the County of Los
     Angeles, City of Los Angeles, and any appellate court from
     any thereof, in any action or proceeding arising out of or
     relating to this Agreement, or for recognition or
     enforcement of any judgment, and each of the parties hereto
     hereby irrevocably and unconditionally agrees that all
     claims in respect of any such action or proceeding may be
     heard and determined in such New York State or California
     Court or, to the extent permitted by law, in such Federal
     court.  Each of the parties hereto agrees that a final
     judgment in any such action or proceeding shall be
     conclusive and may be enforced in other jurisdictions by
     suit on the judgment or in any other manner provided by law.
     Nothing in this Agreement shall affect any right that the
     Administrative Agent or any Lender may otherwise have to
     bring any action or proceeding relating to this Agreement
     against the Borrower or its properties in the courts of any
     jurisdiction.

          (c)  The Borrower hereby irrevocably and
     unconditionally waives, to the fullest extent it may legally
     and effectively do so, any objection which it may now or
     hereafter have to the laying of venue of any suit, action or
     proceeding arising out of or relating to this Agreement in
     any court referred to in paragraph (b) of this Section.
     Each of the parties hereto hereby irrevocably waives, to the
     fullest extent permitted by law, the defense of an
     inconvenient forum to the maintenance of such action or
     proceeding in any such court.

          (d)  Each party to this Agreement irrevocably consents
     to service of process in the manner provided for notices in
     Section 9.01.  Nothing in this Agreement will affect the
     right of any party to this Agreement to serve process in any
     other manner permitted by law.

          SECTION 9.10   WAIVER OF JURY TRIAL.  EACH PARTY HERETO
     HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
     LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
     PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
     TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
     (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
     PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
     ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
     OTHERWISE, THAT SUCH OTHER PARTY WOULD

                             Page 71

     NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
     FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
     PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
     AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
     CERTIFICATIONS IN THIS SECTION 9.10.

          SECTION 9.11   HEADINGS.  Article and Section headings
     and the Table of Contents used herein are for convenience of
     reference only, are not part of this Agreement and shall not
     affect the construction of, or be taken into consideration
     in interpreting, this Agreement.

          SECTION 9.12   CONFIDENTIALITY.  Each of the
     Administrative Agent and the Lenders agrees to maintain the
     confidentiality of the Information (as defined below),
     except that Information may be disclosed (a) to its and its
     Affiliates' directors, officers, employees and agents,
     including accountants, legal counsel and other advisors (it
     being understood that the Persons to whom such disclosure is
     made will be informed of the confidential nature of such
     Information and instructed to keep such Information
     confidential), (b) to the extent requested by any regulatory
     authority, (c) to the extent required by applicable laws or
     regulations or by any subpoena or similar legal process,
     (d) to any other party to this Agreement, (e) in connection
     with the exercise of any remedies hereunder or any suit,
     action or proceeding relating to this Agreement or the
     enforcement of rights hereunder, (f) subject to an agreement
     containing provisions substantially the same as those of
     this Section, to any assignee of or Participant in, or any
     prospective assignee of or Participant in, any of its rights
     or obligations under this Agreement, (g) with the consent of
     the Borrower or (h) to the extent such Information
     (i) becomes publicly available other than as a result of a
     breach of this Section or (ii) becomes available to the
     Administrative Agent or any Lender on a nonconfidential
     basis from a source other than the Borrower; provided,
     however, that such information, to the Administrative
     Agent's or Lender's knowledge, without any duty of inquiry,
     has not been provided in violation of any obligation owed by
     the source thereof to the Borrower.  For the purposes of
     this Section, "Information" means all information received
     from the Borrower relating to the Borrower or its business,
     other than any such information that is available to the
     Administrative Agent or any Lender on a nonconfidential
     basis prior to disclosure by the Borrower; provided that, in
     the case of information received from the Borrower after the
     date hereof, such information is clearly identified at the
     time of delivery as confidential.  Any Person required to
     maintain the confidentiality of Information as provided in
     this Section shall be considered to have complied with its
     obligation to do so if such Person has exercised the same
     degree of care to maintain the confidentiality of such
     Information as such Person would accord to its own
     confidential information.

          SECTION 9.13   FORECLOSURE OF CADIZ/SUN WORLD LEASE.
     If, in enforcing remedies hereunder, the Administrative
     Agent or a Lender forecloses on the property subject to that
     certain Cadiz/Sun World Lease, whether judicially or non-
     judicially, or obtains title to such property by deed in
     lieu of foreclosure, by purchase, or otherwise, then (a) so
     long as Sun World is not in default under the Cadiz/Sun
     World Lease: (i) Sun World and the Sun World Trustee under
     the Sun World Indenture shall be named or joined in any
     foreclosure, trustee's sale or other proceeding only if
     required by law; and (ii) the enforcement of any remedies
     hereunder that effects a transfer of title to the property
     subject to the Cadiz/Sun World Lease shall not terminate the
     Cadiz/Sun World Lease nor terminate nor affect in any manner
     the lien of the Sun World Trustee thereon, nor disturb Sun
     World in the possession and use of the property subject
     thereto.

                             Page 72

          SECTION 9.14   WAIVER OF ANTI-DEFICIENCY PROTECTION.
     Borrower hereby waives, as to this Agreement and any and all
     Loan Documents heretofore or hereafter executed in
     connection with the Transactions any defense, protection or
     right under:

          (a)  California Code of Civil Procedure ("CCP")
               Section 580(d) concerning the bar against
               rendition of a deficiency judgment after
               foreclosure under a power of sale;

          (b)  CCP Section 580(a) purporting to limit the amount
               of a deficiency judgment which may be obtained
               following exercise of a power of sale under a deed
               of trust; and

          (c)  CCP Section 726 concerning exhaustion of
               collateral, the form of foreclosure proceedings
               with respect to real property security located in
               California and otherwise limiting the amount of a
               deficiency judgment which may be recovered
               following completion of judicial foreclosure by
               reference to the "fair value" of the foreclosed
               collateral.

          SECTION 9.15   COSTS BORNE BY NON-PREVAILING PARTY.  In
     the event of any dispute with respect to this Agreement or
     any other Loan Document, the prevailing party shall be
     entitled to recover from the non-prevailing party all costs
     and attorneys' fees.

          SECTION 9.16   INTEREST RATE LIMITATION.
     Notwithstanding anything herein to the contrary, if at any
     time the interest rate applicable to any Loan, together with
     all fees, charges and other amounts which are treated as
     interest on such Loan under applicable law (collectively the
     "Charges"), shall exceed the maximum lawful rate (the
     "Maximum Rate") which may be contracted for, charged, taken,
     received or reserved by the Lender holding such Loan in
     accordance with applicable law, the rate of interest payable
     in respect of such Loan hereunder, together with all Charges
     payable in respect thereof, shall be limited to the Maximum
     Rate and, to the extent lawful, the interest and Charges
     that would have been payable in respect of such Loan but
     were not payable as a result of the operation of this
     Section shall be cumulated and the interest and Charges
     payable to such Lender in respect of other Loans or periods
     shall be increased (but not above the Maximum Rate therefor)
     until such cumulated amount, together with interest thereon
     at the Federal Funds Effective Rate to the date of
     repayment, shall have been received by such Lender.

          SECTION 9.17   STATUS OF ING.  ING hereby represents to
     the Borrower that it is not a Foreign Lender.

          SECTION 9.18   AMENDMENTS TO SUN WORLD INDENTURE.  An
     amendment or modification of the Sun World Indenture will be
     a Non-Adverse Amendment only upon the satisfaction of each
     and every one of the following conditions (such amendment or
     modification that satisfies all of the following
     requirements, a "Non-Adverse Amendment"):

          (a)  the Borrower, in accordance with Section 9.01 of
               this Credit Agreement, gives notice of, and
               delivers to, the Administrative Agent, a true and
               correct copy of such amendment or modification;

                             Page 73

          (b)  as determined solely in the Administrative Agent's
               reasonable judgment, the terms of the amendment or
               modification of the Sun World Indenture do not,
               and will not, adversely affect either (i) the
               ability of the Borrower or the other Obligors to
               satisfy their respective obligations under this
               Credit Agreement and/or the other Loan Documents
               or (ii) the rights of the Administrative Agent or
               Lenders hereunder or under the other Loan
               Documents; and

          (c)  such amendment or modification of the Sun World
               Indenture is validly effected and becomes
               effective pursuant to the terms of the Sun World
               Indenture.

     The failure of the Borrower to notify, and deliver
to, the Administrative Agent any amendment or
modification of the Sun World Indenture will
preclude such amendment or modification from being
a Non-Adverse Amendment until each of the
requirements set forth in the previous sentence
are satisfied.  If, however,

          (x)  the Borrower gives notice of, and delivers to, the
               Administrative Agent, a true and correct copy of
               an amendment or modification to the Sun World
               Indenture; and

          (y)  the Administrative Agent does not notify the
               Borrower within five (5) Business Days after the
               Administrative Agent's receipt of the documents
               set forth in subclause (x) above that the
               amendment or modification (in the Administrative
               Agent's reasonable judgment) has or will have an
               adverse effect upon (i) the ability of the
               Borrower or the other Obligors to satisfy their
               respective obligations under this Credit Agreement
               and/or the other Loan Documents or (ii) the rights
               of the Administrative Agent or Lenders hereunder
               or under the other Loan Documents;

then such amendment or modification of the Sun World Indenture
shall be deemed to be a Non-Adverse Amendment for all purposes
hereunder.  Notwithstanding the foregoing, and without requiring
any action by the Borrower or the Administrative Agent, any
amendments or modifications of the Sun World Indenture that may
be validly effected pursuant to the terms of the Sun World
Indenture without any action or authorization by the holders of
the Sun World Notes (or any portion of such holders) shall also
be deemed to be a Non-Adverse Amendment provided that such
amendment or modification does not, and will not, in the
Administrative Agent's reasonable judgment, adversely affect
(i) Borrower's ability to satisfy the Borrower's obligations
hereunder and under the other Loan Documents or (ii) the rights
of the Administrative Agent or Lenders hereunder or under the
other Loan Documents.

          SECTION 9.19   GENERAL RELEASE.  In consideration of
the amendments, waivers, consents, and the other terms and
provisions of this Agreement and the other Loan Documents,
Borrower, on behalf of itself, its agents, successors, assigns,
subsidiaries, partners and Affiliates hereby fully release and
forever discharge the Administrative Agent, the Lenders and each
of their agents, consultants, heirs, successors, assigns,
Affiliates, directors, officers, employees, shareholders,
executives, servants, attorneys, accountants, representatives and
other

                             Page 74

related persons (collectively, the "Released Parties") from any
and all rights, claims, demands, actions, causes of action,
costs, losses, suits, liens, debts, damages, judgments,
executions and demands of every nature, kind and description
whatsoever, whether now known or unknown, either at law, in
equity or otherwise, which Borrower or any of its agents,
successors, assigns, subsidiaries, partners and/or Affiliates
ever had or may have against the Administrative Agent, the
Lenders or the other Released Parties, including, without
limitation, all claims arising under or in connection with the
Loan Documents, and/or in connection with the dealings between
the parties up to and including the closing of the transactions
contemplated in this Agreement and all claims which have arisen
or may arise in any other way whatsoever; provided that nothing
herein shall be deemed to release the Administrative Agent, the
Lenders or any other Released Party from any liability or
obligations arising in connection with facts or circumstances
which occur or arise for the first time after the Effective Date.

It is further understood and agreed that the foregoing general
release extends to all claims of every kind and nature
whatsoever, known, suspected or unsuspected, liquidated or
contingent, foreseen or unforeseen, and Borrower and its agents,
successors, assigns, subsidiaries, partners and Affiliates hereby
waive all rights under Section 1542 of the California Civil Code.
Section 1542 of the California Civil Code provides as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH DEBTOR."

                             Page 75


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

                              CADIZ INC.,
                              the Borrower
                              By: /s/ Stanley E. Speer
                              -------------------------
                                    Stanley E. Speer
                                    Chief Financial Officer

                              ING BARING (U.S.) CAPITAL LLC,
                              Individually and as
                              Administrative Agent

                              By:  /s/ William Soto
                                   ------------------------
                                   Name:  William Soto
                                   Title:  Vice PResident



</TEXT>
</DOCUMENT>
