

                                                                EXHIBIT 10.4
                                                                -----------
                     SECURED PROMISSORY NOTE



$ 91,083,853.95                           Los Angeles, California
 Principal Amount                              September 13, 1996


          FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which
is hereby acknowledged, SUN WORLD INTERNATIONAL, INC., a Delaware
corporation and the successor by merger to Sun World International,
Inc. and Sun World, Inc. ("Borrower"), hereby promises to pay to
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts mutual
life insurance company, or registered assigns (collectively
"Lender"), in lawful money of the United States of America, the
principal sum of Ninety One Million Eighty Three Thousand Eight
Hundred Fifty Three Dollars and Ninety Five Cents ($91,083,853.95),
together with interest on the unpaid principal amount from the date
hereof as specified below and at the place and in the manner
provided in the Credit Agreement referred to below.  Under certain
circumstances, such 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 New Hancock Loan and of this Note,
and Borrower's obligation to repay the Re Advance shall be
evidenced by this Note.

          This Secured Promissory Note (the "Note") is the New
Hancock Note referred to in that certain New Hancock Credit
Agreement dated as of the Effective Date between Borrower and
Lender (as modified and supplemented and in effect from time to
time, the "Credit Agreement").  Terms used but not otherwise
defined herein shall have the meanings ascribed to them in the
Credit Agreement. Reference should be made to such Credit Agreement
for additional provisions
pertaining to this Note, the repayment or prepayment hereof, the
principal amortization and interest due hereunder, the enforcement
and administration hereof, and otherwise.

          Principal and interest due under this Note shall be paid
and (when paid) applied in accordance with the Credit Agreement,
including, without limitation, Sections 2.10 through 2.13
(inclusive) thereof.  Subject to the Maximum Rate (as defined in
the Credit Agreement), interest due hereunder shall accrue in
accordance with Section 2.11 of the Credit Agreement at the
Interest Rate or the Default Rate.  The Interest Rate hereunder is
ten and six tenths percent (10.6%) per annum, and the Default Rate
is the greater of (i) twelve and six tenths percent (12.6%) per
annum, and (ii) the sum of the Credit Agricole Prime Rate (as such
term is defined in the Credit Agreement) plus four hundred (400)
basis points.

          Upon any Event of Default as defined under the Credit
Agreement or any other New Hancock Loan Document, as set forth in
Section 6.2 of the Credit Agreement either (i) Lender shall have
the right, upon written notice to Borrower, to declare the entire,
unpaid balance hereof, together with all accrued and unpaid
interest hereon, immediately due and payable, whereupon such
balance and interest shall be immediately due and payable, or (ii)
such balance and interest shall automatically be immediately due
and payable.

          Whenever the maturity of this Note has been accelerated
automatically or by Lender or otherwise, a tender of the amount
necessary to satisfy the entire indebtedness evidenced hereby, paid
at any time following such acceleration and prior to a foreclosure
or trustee's sale, shall include a Make Whole Amount.  Furthermore,
upon a purchase by any Person at a foreclosure sale or trustee's
sale of any of the Collateral following such acceleration, the
Lender hereof shall, to the extent permitted by Law, receive out of
the proceeds of such sale as indebtedness due under this Note, in
addition to all other amounts to which Lender is entitled, a Make
Whole Amount.

          This Note is secured by the New Hancock Security
Documents.  Further reference is made to the Credit Agreement and
to such New Hancock Security Documents for events or conditions
upon the occurrence of which Lender will have the right to
accelerate the maturity of this Note and require immediate payment
of all outstanding principal and accrued and unpaid interest
hereon.  The rights and remedies of Lender as provided herein, in
the New Hancock Loan Documents and otherwise by Law, shall be
cumulative and concurrent, may be pursued singularly, successively
or together at the sole and absolute discretion of Lender, and may
be exercised as often as occasion therefor may arise.

          Borrower, any and all endorsers and guarantors hereof and
all other Persons who may become liable for all or any part of the
indebtedness evidenced by this Note hereby jointly and severally
waive presentment and demand for payment, notice of dishonor,
protest and notice of protest and any and all lack of diligence or
delay in the collection or enforcement hereof, and further hereby
agree that any waiver, modification, forbearance or extension of
the terms of payment made by Lender at the request of any Person
liable hereon shall not diminish or impair the liability of any of
them for the payment hereof.

          Borrower shall pay any and all costs and expenses,
including, without limitation, attorneys' fees, incurred by Lender
in collecting amounts due hereunder or enforcing any of Lender's
rights or remedies provided in this Note, the New Hancock Loan
Documents or otherwise at Law, whether or not suit is filed
thereon; and every amount of such cost or expenses shall bear
interest from the date Lender incurs the same, at the Interest Rate
or (if applicable) the Default Rate.

          THIS NOTE AND ANY OTHER NEW HANCOCK LOAN DOCUMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF CALIFORNIA (WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS
OF LAW).

          BORROWER HEREBY CONSENTS AND SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF ALL FEDERAL AND STATE COURTS IN THE STATE OF
CALIFORNIA FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS NOTE AND THE OTHER NEW HANCOCK LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  BORROWER AGREES
THAT SUCH COURTS SHALL HAVE JURISDICTION FOR ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE AND ANY OTHER NEW HANCOCK
LOAN DOCUMENT.  BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE RESPECTIVE PARTY AT ITS
ADDRESS FOR NOTICES PURSUANT TO SECTION 7.1 OF THE CREDIT AGREEMENT
IN ACCORDANCE WITH THE RULES OF THE COURT.  NOTHING HEREIN SHALL
ADVERSELY AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE BORROWER OR THE COLLATERAL IN ANY
OTHER JURISDICTION.

          BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING
UNDER THIS NOTE OR ANY OTHER NEW HANCOCK LOAN DOCUMENT OR
INSTRUMENT ATTACHED HERETO OR THERETO, REFERRED TO HEREIN OR
THEREIN, OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR (ii)
IN ANY WAY CONNECTED HEREWITH OR THEREWITH, OR THE TRANSACTIONS
RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND BORROWER HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT EACH PARTY
TO THE CREDIT AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION WITH ANY GOVERNMENTAL BODY AS WRITTEN EVIDENCE OF
THE CONSENT OF BORROWER TO THE WAIVER OF BORROWER'S RIGHTS TO TRIAL
BY JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING
THE NEW HANCOCK LOAN TO BORROWER.  

LENDER'S INITIALS:-------;         BORROWER'S INITIALS:---------.

          This Note is a registered note and, as provided in the
Credit Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such
holder's attorney duly authorized in writing, a new note for a like
principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Borrower may treat the Person in whose name this Note
is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Borrower will not be
affected by any notice to the contrary.

          This Note, which replaces the Original Note, has been
executed and delivered in connection with the restructuring of the
Original Loan and the loan documentation related thereto,
including, without limitation, the Original Credit Agreement, all
pursuant to the Plan and the Final Order.  Such restructuring is
not intended to effect a novation of the obligations of the
Borrower or any other obligors to Lender under the Original Loan,
which obligations (as modified by the New Hancock Loan Documents)
shall survive the execution and delivery of the New Hancock Loan
Documents.

                              SUN WORLD INTERNATIONAL, INC., a
                              Delaware corporation


                              By:  /S/ Timothy J. Shaheen
                                    -------------------------------

                              Title: Chief Executive Officer
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