
                                                          EXHIBIT 10.2
                                                         ---------------
                         PROMISSORY NOTE


                                        San Francisco, California
$55,386,582.29                               September 13, 1996


     FOR VALUE RECEIVED, the undersigned, SUN WORLD
INTERNATIONAL, INC., a Delaware corporation and successor by
merger between Sun World International, Inc. and Sun World, Inc.
("Borrower"), DOES HEREBY PROMISE to pay to the order of CAISSE
NATIONALE DE CREDIT AGRICOLE, ACTING THROUGH ITS GRAND CAYMAN
BRANCH (the "Bank"), at its office determined in accordance with
the Credit Agreement referred to below, in lawful money of the
United States and in immediately available funds, the principal
amount of FIFTY FIVE MILLION, THREE HUNDRED EIGHTY SIX THOUSAND,
FIVE HUNDRED EIGHTY TWO DOLLARS AND TWENTY NINE CENTS
($55,386,582.29) pursuant to the Credit Agreement hereinafter
referred to and in accordance with Schedule I attached hereto,
and to pay interest (computed on the basis of a year of 360 days
and for the actual number of days elapsed) from the date hereof
on the unpaid principal amount hereof, in like money, at said
office, at a rate or rates per annum determined in accordance
with Section 2.3 of the Credit Agreement, payable in accordance
with the provisions of the Credit Agreement.  Any amount
hereunder, including, without limitation, any amount of
principal, interest or fees, which is not paid when due, whether
at stated maturity, by acceleration, or otherwise, shall bear
interest from the date when due until said amount is paid in
full, payable on demand, at a rate per annum equal at all times
to the rate set forth in Section 2.3 of the Credit Agreement. 
Any change in the interest rate resulting from a change in the
Prime Rate (as defined in the Credit Agreement) shall be
effective at the beginning of the day on which such change in the
Prime Rate becomes effective.  Under certain circumstances, the
Credit Agreement provides for the making of a Re Advance.  The Re
Advance, if made, shall constitute a portion of the outstanding
principal of the Restructured Loan and of this Note, and
Borrower's obligation to repay the Re Advance shall be evidenced
by this Note.

     This Note (i) is the Note referred to in the Amended and
Restated Credit Agreement dated as of September 13, 1996, between
Borrower and the Bank (as at any time amended, supplemented or
modified, the "Credit Agreement"), which is hereby incorporated
herein by reference, (ii) is executed in connection with the
restructuring of the obligations of Borrower and its predecessors
under the Pre Petition Loan Documents referred to therein, and
(iii) is issued in replacement of the promissory notes heretofore
evidencing such obligations to evidence the Restructured Loan. 
The restructuring of the obligations of Borrower and its
predecessors under such Pre Petition Loan Documents in accordance
with the Credit Agreement is not intended to effect a novation of
such obligations, which, as modified pursuant to the Credit
Agreement, this Note and the other Loan Documents, shall survive
the execution and delivery of the Credit Agreement, this Note and
the Loan Documents as obligations of Borrower.  Capitalized terms
use in this Note without definition have the meanings ascribed to
them in the Credit Agreement. 

     The Credit Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the
happening of certain stated events and also for prepayments on
account of the principal of this Note prior to the maturity of
the Note upon the terms and conditions specified in the Credit
Agreement.  This Note is secured by a Security Agreement and the
Deeds of Trust and other security documents referred to in the
Credit Agreement, and reference is hereby made to the Credit
Agreement, the Security Agreement, the Deeds of Trust and such
other security documents for a description of such security.

     This Note shall be governed by the laws of the State of
California; provided, however, that, as to the maximum rate of
interest which may be charged or collected, if the laws
applicable to the Bank permit it to charge or collect a higher
rate than do the laws of the State of California, then such law
applicable to the Bank shall apply to the Bank under this Note.


                         SUN WORLD INTERNATIONAL, INC.


                         By /S/ Timothy J. Shaheen

                         Title: Chief Executive Officer
   <PAGE>
                  SCHEDULE I TO PROMISSORY NOTE


Principal Payment Date                                Amount

September 13, 1996                                $  923,109.70
  Effective Date

The Last Business Day of                          $  923,109.70
  December 1996

The Last Business Day of                          $  923,109.70
  March 1997

The Last Business Day of                          $  923,109.70
  August 1997

The Last Business Day of                          $  923,109.70
  December 1997 

The Last Business Day of                          $  923,109.70
  March 1998

The Last Business Day of                          $  923,109.70
  August 1998

The Last Business Day of                          $  923,109.70
  December 1998 

The Last Business Day of                          $  923,109.70
  March 1999

The Last Business Day of                          $ 1,384,664.58
  August 1999

The Last Business Day of                          $ 1,384,664.58
  December 1999 

The Last Business Day of                          $ 1,384,664.58
  March 2000

The Last Business Day of                          $ 1,384,664.58
  August 2000
<PAGE>
The Last Business Day of                          $ 1,384,664.58
  December 2000 

The Last Business Day of                          $ 1,384,664.58
  March 2001

The Last Business Day of                          $ 1,384,664.58
  August 2001

The Last Business Day of                          $ 1,384,664.58
  December 2001 

The Last Business Day of                          $ 1,384,664.58
  March 2002

The Last Business Day of                          $ 1,384,664.58
  August 2002

The Last Business Day of                          $ 1,384,664.58
  December 2002 

The Last Business Day of                          $ 1,384,664.58
  March 2003

The Last Business Day of                          $ 1,384,664.58
  August 2003

The Last Business Day of                          $ 1,384,664.58
  December 2003 

The Last Business Day of                          $ 1,384,664.58
  March 2004

The Last Business Day of                          $ 1,384,664.58
  August 2004

The Last Business Day of                          $ 1,384,664.58
  December 2004 

The Last Business Day of                          $ 1,384,664.58
  March 2005

The Last Business Day of                          $ 1,384,664.58
  August 2005

The Last Business Day of                          $ 1,384,664.58
  December 2005 

The Last Business Day of                          $ 1,384,664.58
  March 2006

The Last Business Day of                          $ 1,384,664.58
  August 2006

September 13, 2006                                All principal
                                                  then remaining outstanding
