
                                                            EXHIBIT 2.2
                                                           -------------   

                 PLAN IMPLEMENTATION AGREEMENT

          This Plan Implementation Agreement (this "Agreement") is
made and entered into as of July 12, 1996, by and among Sun World
International, Inc., a Delaware corporation ("SWII"), Sun World, Inc.,
a Delaware corporation ("Sun World"), Coachella Growers, a California
non-profit agricultural cooperative ("Coachella"), and Sun Desert,
Inc., a Delaware corporation ("Sun Desert") (collectively, the
"Debtors"), and Cadiz Land Company, Inc., a Delaware corporation
("Cadiz").  

                            RECITALS

     A.   On October 3, 1994 (the "SWII Petition Date"), SWII and Sun
World filed for protection under Chapter 11 of the United States
Bankruptcy Code.  On December 13, 1994, Sun Desert, AAI Services,
Inc., a wholly owned subsidiary of Sun Desert ("AAI"), and Coachella
filed for protection under Chapter 11 of the United States Bankruptcy
Code ("Chapter 11").  The filings of SWII, Sun World, Sun Desert, AAI,
and Coachella have been administratively consolidated (Case No. SB 94-23212 DN,
U.S.B.C., C.D. Cal.) (the "Case").

     B.   The Debtors have filed a plan of reorganization entitled
the Modified Fourth Amended Consolidated Plan of Reorganization dated
June 3, 1996, a copy of which is attached hereto as Exhibit A (as the
same may be further amended, restated, modified or supplemented, the
"Plan").  Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them under the Plan. 

     C.   Pursuant to the Plan, the parties hereto desire that, as of
the Effective Date, each of the following events occur concurrently
therewith, assuming all other conditions set forth in or required to
be satisfied pursuant to the Plan have been satisfied:  (i) SWII merge
into and with Sun World, with Sun World being the surviving
corporation, (ii) Sun World, as the surviving corporation, be renamed
"Sun World International, Inc." (the "Successor Sun World"), (iii)
Cadiz offer to purchase all of the capital stock of Successor Sun
World, issued and outstanding as of the Effective Date, and (iv) Cadiz
purchase all of the capital stock of Successor Sun World tendered by
the holders of any such capital stock (with any outstanding capital
stock not so tendered being immediately cancelled (the "Cancellation")
and thereafter representing only the right to receive certain
distributions to which the holder is entitled under the Plan in
respect of such securities), such that immediately following such
purchase and sale (and Cancellation, if applicable), Cadiz will own
100% of the issued and outstanding capital stock of Successor Sun
World.  On and after the Effective Date, Successor Sun World shall be
referred to as Reorganized Sun World, as contemplated by the Plan.
 
     D.   This Agreement is the Plan Implementation Agreement
referred to in the Plan. 

          NOW, THEREFORE, in consideration of the promises, covenants
and conditions contained herein and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

                           AGREEMENT

     1.   COVENANTS OF CADIZ.  

          (a)  PERFORMANCE OF THE PLAN.  Cadiz hereby agrees to use
     its best efforts to take all actions which are necessary or
     desirable to perform the terms of the Plan and/or have the terms
     of the Plan performed, pursuant to the terms therein, including,
     without limitation, (i) purchasing from the holders thereof (the
     "Common Holders") all of the common stock of Successor Sun World,
     par value $1.00 per share, issued and outstanding as of the
     Effective Date (the "New Common Stock"), (ii) purchasing from the
     holders thereof (the "Preferred Holders") all of the Series I
     preferred stock of Successor Sun World, par value $300.00 per
     share, issued and outstanding as of the Effective Date (the "New
     Preferred Stock"), in either case pursuant to the terms of those
     certain stock purchase agreements, in substantially the forms
     attached hereto as Exhibit B-1 and Exhibit B-2, (iii) making all
     payments in full to the Common Holders, the Preferred Holders and
     the holders of any shares of capital stock which were cancelled,
     as required under the Plan (including without limitation,
     pursuant to Section C.5 of Article IV of the Plan), and (iv) if
     Cadiz does not purchase any shares of the New Common Stock or New
     Preferred Stock pursuant to (i) or (ii) above, purchasing one or
     more newly issued shares of capital stock of Successor Sun World
     at an aggregate purchase price of $3,000,000.

          (b)  FULFILLMENT OF CONDITIONS AND COVENANTS.  Cadiz shall
     not voluntarily undertake any course of action inconsistent with
     the satisfaction of the requirements or conditions applicable to
     Cadiz as set forth in this Agreement or made applicable pursuant
     to the Plan and shall promptly do all acts and take all such
     steps necessary or desirable to enable Cadiz to perform as early
     as possible the obligations herein and therein provided.

          (c)  SUPPORT FOR PLAN.  Cadiz shall support confirmation
     of the Plan and shall take all steps reasonable or desirable to
     assist the Debtors in securing confirmation of the Plan.

          (d)  IMPLEMENTATION OF PLAN.  Cadiz shall take any and all
     actions necessary or desirable to implement the Plan, including
     without limitation, those actions required by Article VIII of the
     Plan (including without limitation, Cadiz' obligation to fund,
     from its own sources, (i) the Equity Cash Payment (pursuant to
     Section C.5 of Article IV of the Plan), (ii) the Hancock Cash
     Payment, the Credit Agricole Cash Payment, and the additional
     $2,000,000 Cash payment to Credit Agricole in consideration of
     the Released Claims (as further described in Section B.2 of
     Article IV of the Plan), (iii) the $15,000,000 deposit into the
     Unsecured Claims Reserve Account and all further amounts required
     by the Plan to satisfy Allowed Unsecured Claims, (iv) the amounts
     required to pay Allowed Class 6 Claims and (v) $15,000,000 as a
     Capital Contribution for Reorganized Sun World's working capital
     purposes), and will not voluntarily undertake any course of
     action inconsistent with the satisfaction of the requirements or
     conditions applicable to Cadiz as set forth in the Plan. 

          (e)  EXPENSES OF AAI.  Reorganized Sun World shall pay all
     expenses of administration arising out of AAI's Chapter 11 case
     that are incurred after the Effective Date. 


     2.   COVENANTS OF DEBTORS.  

          (a)  PERFORMANCE OF THE PLAN.  Each Debtor hereby agrees
     to use its best efforts to take all actions which are necessary
     or desirable to perform the terms of the Plan and/or have the
     terms of the Plan performed, pursuant to the terms therein,
     including, without limitation, (i) causing SWII to merge with and
     into Sun World, with Sun World as the surviving corporation, and
     (ii) causing Sun World, as the surviving corporation, to be
     renamed "Sun World International, Inc."

          (b)  FULFILLMENT OF CONDITIONS AND COVENANTS.  The Debtors
     shall not voluntarily undertake any course of action inconsistent
     with the satisfaction of the requirements or conditions
     applicable to the Debtors as set forth in this Agreement or made
     applicable pursuant to the Plan and shall promptly do all acts
     and take all such steps necessary or desirable to enable the
     Debtors to perform as early as possible the obligations herein
     and therein provided.

          (c)  SUPPORT FOR PLAN.  Pursuant to the terms therein, the
     Debtors shall support confirmation of the Plan and shall take all
     steps reasonable or desirable to assist Cadiz in securing
     confirmation of the Plan.

     3.   REPRESENTATIONS AND WARRANTIES OF CADIZ.  Cadiz hereby
represents and warrants to the Debtors that, as of the date hereof:

          (a)  ORGANIZATION.  Cadiz has been duly incorporated and
     is validly existing and in good standing under the laws of the
     State of Delaware with corporate power and authority to enter
     into this Agreement and to consummate the transactions
     contemplated hereby.

          (b)  AUTHORITY.  The execution, delivery and performance
     of this Agreement and the consummation of the transactions
     contemplated hereby have been authorized by all necessary
     corporate action of Cadiz, and this Agreement and any related
     documents have been duly executed and delivered by Cadiz.

          (c)  ENFORCEABILITY.  This Agreement (including exhibits)
     constitutes the legal, valid and binding obligation of Cadiz,
     enforceable against Cadiz in accordance with its terms.

          (d)  NO VIOLATION.  The execution and delivery of this
     Agreement and the performance of the terms hereunder do not:  (i)
     violate any statute, rule or regulation applicable to Cadiz, (ii)
     violate the provisions of the Certificate of Incorporation or
     Bylaws of Cadiz, or (iii) result in the breach of or a default
     under any lease, contract, document, understanding, agreement or
     instrument affecting Cadiz or its assets, in any material
     respect, or require any consents, approvals, authorizations,
     registrations, declarations or filings by Cadiz under any
     statute, rule or regulation applicable to Cadiz, except as
     contemplated by the Plan.

     4.   REPRESENTATIONS AND WARRANTIES OF THE DEBTORS.  The Debtors
hereby represent and warrant to Cadiz that, as of the date hereof:

          (a)  AUTHORITY.  The execution, delivery and performance
     of this Agreement and the consummation of the transactions
     contemplated hereby have been duly authorized by all necessary
     corporate action of the Debtors, and this Agreement has been duly
     executed and delivered by the Debtors.

          (b)  ENFORCEABILITY.  Subject to Section 8 hereof, this
     Agreement constitutes a legal, valid and binding obligation of
     the Debtors, enforceable against the Debtors in accordance with
     its terms.

          (c)  NO VIOLATION.  The execution and delivery of this
     Agreement and the performance of the terms hereunder do not:  (i)
     violate any statute, rule or regulation applicable to the
     Debtors, (ii) violate the provisions of the Articles of
     Incorporation or Certificate of Incorporation, as the case may
     be, or Bylaws of the Debtors, or (iii) result in the breach of
     or a default under any lease, contract, document, understanding,
     agreement or instrument affecting the Debtors or any of its
     assets, in any material respect, or require any consents,
     approvals, authorizations, registrations, declarations or filings
     by the Debtors under any statute, rule or regulation applicable
     to the Debtors, except as contemplated by the Plan.

     5.   REMEDIES.  The parties hereto hereby consent to the
jurisdiction of the United States Bankruptcy Court for the Central
District of California (or, such other court as may exercise
jurisdiction over the Case or any part thereof) to enforce the terms
of this Agreement, including entry of orders to compel one or all of
the parties to perform in accordance with the terms hereof.

     6.   AGREEMENT TO THE PLAN.  Cadiz acknowledges and agrees that
(a) this Agreement is being executed pursuant to, and is subject in
all respects to, the Plan, the terms and conditions of which are
incorporated herein as if set forth fully herein, and (b) the
execution of this Agreement by Cadiz is material inducement for the
Debtors to sponsor the Plan.  Cadiz is familiar with, and acknowledges
and agrees to, all the terms, conditions and provisions of the Plan. 

     7.   THIRD PARTY BENEFICIARY.  The parties hereto hereby agree
that (a) AAI is a third party beneficiary of this Agreement with full
rights to enforce this Agreement as if it were a party hereto and (b)
AAI may rely upon the terms and provisions of Section 1(e) of this
Agreement, which provision is entered into for the protection and
benefit of AAI.  

     8.   COURT APPROVAL.  The obligations of the Debtors hereunder
shall be subject to the approval of the United States Bankruptcy
Court, Central District of California, which approval will be sought
by the Debtors pursuant to the Plan.

     9.   MISCELLANEOUS.

          (a)  ENTIRE AGREEMENT.  This Agreement, together with all
     exhibits hereto, and all documents referred to herein (including
     the Plan), shall constitute the entire agreement between the
     parties with respect to the subject matter hereof, supersedes all
     other and prior agreements on the same subject, whether written
     or oral, and contains all of the covenants and agreements between
     the parties with respect to the subject matter hereof.  Each
     party to this Agreement acknowledges that no representations,
     inducements, promises, or agreements, orally or otherwise, have
     been made by the other party(ies), or by anyone acting on behalf
     of any party, that are not embodied herein, and that no other
     agreement, statement, or promise not contained in this Agreement
     shall be valid or binding.  In any conflict between the terms and
     provisions of this Agreement and the terms and provisions of the
     Plan, the terms and provisions of the Plan shall govern.

          (b)  SUCCESSORS AND ASSIGNS.  This Agreement shall be
     binding upon and shall inure to the benefit of the parties and
     their respective heirs (as applicable), legal representatives,
     and permitted successors and assigns.  No party may assign this
     Agreement or the rights, interests or obligations hereunder.  Any
     assignment or delegation in contravention of this Section shall
     be null and void.

          (c)  COUNTERPARTS.  This Agreement, and any amendments
     thereto, may be executed in counterparts, each of which shall
     constitute an original document, but which together shall
     constitute one and the same instrument.

          (d)  HEADINGS.  The section headings contained in this
     Agreement are inserted for convenience only and shall not affect
     in any way the meaning or interpretation of this Agreement.

          (e)  NOTICES.  Any notices required or permitted to be
     given hereunder by any party to the other shall be in writing and
     shall be deemed delivered upon personal delivery; twenty-four
     (24) hours following deposit with a courier for overnight
     delivery; or seventy-two (72) hours following deposit in the U.S.
     Mail, registered or certified mail, postage prepaid, return receipt
     requested, addressed to the parties at the last known
     address of such party or such other addresses as the parties may
     specify in writing.

          (f)  GOVERNING LAW.  This Agreement shall be governed by
     and construed in accordance with the laws of the State of
     California.

          (g)  AMENDMENT.  This Agreement may be amended at any time
     by agreement of the parties, provided that any amendment shall
     be in writing and executed by all parties; provided, however,
     that no amendment may contain provisions in conflict with or
     inconsistent with the rights and obligations of the parties
     hereto under the Plan.

          (h)  SEVERABILITY.  If any provision of this Agreement is
     held by a court of competent jurisdiction to be invalid or
     unenforceable, the remaining provisions will nevertheless
     continue in full force and effect, unless such invalidity or
     unenforceability would defeat an essential business purpose of
     this Agreement.

          (i)  FEES AND EXPENSES.  Unless specifically provided to
     the contrary herein, each party agrees to bear its own expenses
     including, without limitation, attorneys' and accountants' fees
     in connection with the preparation of this Agreement and the
     transactions contemplated hereby.

          (j)  ATTORNEYS' FEES.  Should any of Cadiz or the Debtors
     institute any action or procedure to enforce this Agreement or
     any provision hereof, or for damages by reason of any alleged
     breach of this Agreement or of any provision hereof, or for a
     declaration of rights hereunder, the prevailing party in any such
     action or proceeding shall be entitled to receive from the other
     party all costs and expenses, including without limitation
     reasonable attorneys' fees, incurred by the prevailing party in
     connection with such action or proceeding.

          (k)  FURTHER ASSURANCES.  The parties shall take such
     actions and execute and deliver such further documentation as may
     reasonably be required in order to give effect to the
     transactions contemplated by this Agreement and the intentions
     of the parties hereto.

          IN WITNESS WHEREOF, the parties hereto have caused this
Plan Implementation Agreement to be duly executed as of the date first
above written.

                         CADIZ LAND COMPANY, INC.,
                         a Delaware corporation

                         By: /s/ Keith Brackpool
                         ____________________________________________
                              Name: Keith Brackpool
                              Title: Chief Executive Officer

                         SUN WORLD INTERNATIONAL, INC.,
                         a Delaware corporation

                         By:  /s/ Richard Nevins
                         ____________________________________________
                              Name: Richard Nevins
                              Title: Chief Restructure Officer

                         SUN WORLD, INC.,
                         a Delaware corporation

                         By: /s/  Richard Nevins
                         ____________________________________________
                              Name: Richard Nevins
                              Title: Chief Restructure Officer

                         COACHELLA GROWERS, 
                         a California non-profit agricultural cooperative

                         By: /s/  Richard Nevins
                         ____________________________________________
                              Name: Richard Nevins
                              Title: Chief Restructure Officer
          
                         SUN DESERT, INC.,
                         a Delaware corporation

                         By: /s/  Richard Nevins
                         ____________________________________________
                              Name: Richard Nevins
                              Title: Chief Restructure Officer








ACCEPTED AND AGREED:

AAI SERVICES, INC., 
a California corporation

By: /s/  Richard Nevins
____________________________________________
     Name: Richard Nevins
      Title: Chief Restructure Officer


                 PLAN IMPLEMENTATION AGREEMENT

                           EXHIBIT A

                              PLAN

                        Not to be attached.


                 PLAN IMPLEMENTATION AGREEMENT

                          EXHIBIT B-1

                    STOCK PURCHASE AGREEMENT

                        Not to be attached.


                 PLAN IMPLEMENTATION AGREEMENT

                          EXHIBIT B-2

                    STOCK PURCHASE AGREEMENT


                        Not to be attached.
