                         PLEDGE AGREEMENT

                  dated as of November ___, 2003

                              between

                            CADIZ INC.,

                            as Pledgor

                                and

                    SUN WORLD NOTEHOLDER TRUST,

                         as Secured Party

                         TABLE OF CONTENTS
                                                              PAGE
SECTION 1. DEFINITIONS; INTERPRETATION; GRANT OF SECURITY. . .-1-
          1.1. General Definitions. . . . . . . . . . . . . . -1-
          1.2. Definitions; Interpretation. . . . . . . . . . -3-
          1.3. Grant of Security. . . . . . . . . . . . . . . -3-

SECTION 2. SECURITY FOR OBLIGATIONS; PLEDGOR REMAINS LIABLE. .-3-
          2.1. Security for Obligations. . . . . . . . . . . .-3-
          2.2. Pledgor Remains Liable  . . . . . . . . . . . .-4-

SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS. . . .-5-
          3.1. Generally . . . . . . . . . . . . . . . . . . .-5-
          3.2. Pledged Equity Interests. . . . . . . . . . . .-8-

SECTION 4. FURTHER ASSURANCES. . . . . . . . . . . . . . . . -12-
          4.1. [INTENTIONALLY OMITTED]. . . . . . . . . . . .-12-
          4.2. Further Assurances. . . . . . . . . . . . . . -12-

SECTION 5. SECURED PARTY APPOINTED ATTORNEY-IN-FACT . . . . .-13-
          5.1. Power of Attorney. . . . . . . . . . . . . . .-13-
          5.2. No Duty on the Part of Secured Party . . . . .-14-

SECTION 6. REMEDIES . . . . . . . . . . . . . . . . . . . . .-15-
          6.1. Generally. . . . . . . . . . . . . . . . . . .-15-
          6.2. Cash Proceeds. . . . . . . . . . . . . . . . .-17-
          6.3. Application of Proceeds. . . . . . . . . . . .-17-

SECTION 7. CONTINUING SECURITY INTEREST; SUCCESSORS AND ASSIGNS;
           TRANSFER OF LOANS. . . . . . . . . . . . . . . . .-17-

SECTION 8. STANDARD OF CARE; SECURED PARTY MAY PERFORM. . . .-18-

SECTION 9. [INTENTIONALLY OMITTED]  . . . . . . . . . . . . .-18-

SECTION 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . .-19-




                         PLEDGE AGREEMENT

     This PLEDGE AGREEMENT, dated as of November ___, 2003 (this
"Agreement"), is between CADIZ INC., a Delaware corporation
("Cadiz" or "Pledgor"), and SUN WORLD NOTEHOLDER TRUST, a trust
established under the laws of the State of New York, as secured
party (in such capacity, the "Secured Party").

                             RECITALS:

     WHEREAS, on November 7, 2003, the United States Bankruptcy
Court for the Central District of California (the "Bankruptcy
Court") entered an order  approving the initial settlement (the
"Initial Settlement") by and between Sun World International Inc.
("Sun World") and its debtor affiliates (collectively, the
"Debtors") and Cadiz, corporate parent of the Debtors, by which,
among other things, the claims and causes of action held by the
Debtors against Cadiz, and the claims and causes of action held by
Cadiz against the Debtors, were resolved, and Cadiz was granted a
single allowed general unsecured claim against the Debtors in the
amount of $13,500,000 (the "Allowed Cadiz Claim");

     WHEREAS, the Initial Settlement is part of a broader,
multiparty settlement agreement (the "Global Settlement") by and
among the Debtors, Cadiz, Black Diamond Capital Management, L.L.C.
on behalf of its affiliates. ("Black Diamond") and CFSC Wayland
Advisers, Inc. ("CFSC Wayland") (collectively, the "Majority
Noteholders"), who are the holders of not less than 70% in dollar
amount of Sun World's senior secured notes due 2004 (in the
aggregate, the "Notes;" holders of the Notes are referred to
herein as "Noteholders");

     WHEREAS, pursuant to the terms of the Global Settlement,
Cadiz has agreed to, among other things, pledge all its equity
interest in Sun World to the Sun World Noteholder Trust (provided
that the Sun World Noteholder Trust shall not be permitted to vote
such shares to exercise control over Sun World prior to
confirmation of a Sun World plan of reorganization or consummation
of a sale of substantially all Sun World assets) in order to
secure its ongoing obligations under the Global Settlement; and

     WHEREAS, the secured lender of Cadiz (the "Cadiz Lender") has
reviewed the terms and conditions of the Global Settlement and has
expressly consented to and authorized Cadiz to fully perform all
its obligations under the Global Settlement.

     NOW, THEREFORE, in consideration of the promises and the
agreements, provisions and covenants herein contained, Pledgor and
Secured Party agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION; GRANT OF SECURITY.

     1.1  GENERAL DEFINITIONS. In this Agreement, the following terms
              shall have the following meanings:

              "Agreement" means this Pledge Agreement.

              "Cash Proceeds" has the meaning assigned in Section 6.2.

              "Collateral Account" means an account in the name of
              "SUN WORLD NOTEHOLDER TRUST" as designated by
              Secured Party from time to time and any successor
              account or accounts.
              "Cadiz Pledge Agreement" means that certain
              agreement, as amended from time to time, dated as of
              April 16, 1997 between Cadiz and The Bank of New
              York, whereby Cadiz has pledged shares representing
              Cadiz's equity interest in the Debtors to The Bank
              of New York as security for certain obligations of
              Cadiz, all as more fully described in the Cadiz
              Pledge Agreement.

              "Pledged Collateral" has the meaning assigned in
	        Section 1.3.

              "Pledged Equity Interests" means all equity
              interests in Sun World and the certificates, if any,
              representing such equity interests and any interest
              of Pledgor on the books and records of Sun World or
              on the books and records of any securities
              intermediary pertaining to such interest, all claims
              or rights in respect of such equity interests and
              all dividends, distributions, cash, warrants,
              rights, options, instruments, securities and other
              property or proceeds from time to time received,
              receivable or otherwise distributed in respect of or
              in exchange for any or all of such equity.

               "Proceeds" means (i) all "proceeds" as defined in
               Article 9 of the UCC, (ii) payments or
               distributions made with respect to any Pledged
               Equity Interests and (iii) whatever is receivable
               or received when Pledged Collateral or proceeds are
               sold, exchanged, collected or otherwise disposed
               of, whether such disposition is voluntary or
               involuntary.

               "Secured Obligations" has the meaning assigned in
               Section 2.1.

               "UCC" means the Uniform Commercial Code as in
               effect and amended from time to time in the State
               of New York or, when the context implies, the
               Uniform Commercial Code as in effect from time to
               time in any other applicable jurisdiction.

     1.2. DEFINITIONS; INTERPRETATION. All capitalized terms used
herein (including the preamble and recitals hereto) and not
otherwise defined herein shall have the meanings ascribed thereto
in the Global Settlement or, if not defined therein, in the UCC.
References to "Sections", "Exhibits" and "Schedules" shall be to
Sections, Exhibits and Schedules, as the case may be, of this
Agreement unless otherwise specifically provided. If any conflict
or inconsistency exists between this Agreement and the Global
Settlement, the Global Settlement shall govern.

     1.3. GRANT OF SECURITY. Pledgor hereby grants to Secured
Party a security interest and continuing lien on all of Pledgor's
right, title and interest in, to and under the following (all of
which being hereinafter collectively referred to as the "Pledged
Collateral"): (i) the Pledged Equity Interests, and (ii) all
Proceeds, products, accessions, rents and profits resulting
directly from the Pledged Equity Interests, in each case whether
now owned or existing or hereafter acquired or arising prior to
the effective date of a plan of reorganization in accordance with
the Global Settlement and wherever located

SECTION 2. SECURITY FOR OBLIGATIONS; PLEDGOR REMAINS LIABLE.

     2.1. SECURITY FOR OBLIGATIONS. This Agreement secures, and
the Pledged Collateral is collateral security for, the prompt and
complete satisfaction of any and all obligations of Pledgor under
the Global Settlement, including without limitation to
affirmatively support a plan of reorganization for Sun World that
provides no recovery on account of the equity interest of Cadiz in
Sun World and that is otherwise consistent with the Global
Settlement (provided that the Secured Party shall not be permitted
to vote such shares to exercise control over Sun World prior to
confirmation of a Sun World plan of reorganization or consummation
of a sale of substantially all Sun World assets) (the "Secured
Obligations").

     2.2. PLEDGOR REMAINS LIABLE.

          (a) Anything contained herein to the contrary
          notwithstanding, Secured Party shall not have any
          obligation or liability under any organizational
          documents relating to any Pledged Equity Interests by
          reason of this Agreement, nor shall Secured Party be
          obligated to perform any of the obligations or duties of
          Pledgor thereunder.

          (b) Secured Party shall not be obligated to assume any
          obligation or liability under any agreement relating to
          any Pledged Equity Interests unless Secured Party
          expressly agrees in writing to assume any or all of said
          obligations.

SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

     3.1. GENERALLY. Subject to (i) the execution of that certain
amendment to the Cadiz Pledge Agreement and related documents as
contemplated in and consistent with the Global Settlement and (ii)
the consent of the Cadiz Lender to the Global Settlement:

          (a)  REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and
          warrants on the Closing that:


               (i)  [intentionally omitted]


               (ii) Pledgor has the corporate power and authority
               and legal right to execute and deliver this
               Agreement and to perform its obligations hereunder.
               The execution and delivery by Pledgor of this
               Agreement and the performance of its obligations
               hereunder have been duly authorized by proper
               corporate or other requisite proceedings, Pledgor
               has duly executed and delivered this Agreement and
               this Agreement constitutes the legal, valid and
               binding obligation of Pledgor enforceable against
               Pledgor in accordance with its terms;

               (iii) neither the execution and delivery by Pledgor
               of this Agreement, nor the consummation of the
               transactions herein contemplated, nor compliance
               with the provisions hereof will violate any law,
               rule, regulation, order, writ, judgment,
               injunction, decree or award binding on Pledgor or
               its certificate or articles of incorporation or by-
               laws (or other relevant formation documents) or the
               provisions of any indenture, instrument or
               agreement to which Pledgor is a party or is
               subject, or by which it, or its property, is bound,
               or conflict with or constitute a default
               thereunder, or result in the creation or imposition
               of any Lien in, of or on the property of Pledgor
               pursuant to the terms of any such indenture,
               instrument or agreement;

               (iv) it owns the Pledged Collateral purported to be
               owned by it or otherwise has the rights it purports
               to have in each item of Pledged Collateral and, as
               to all Pledged Collateral whether now existing or
               hereafter acquired, will continue to own or have
               such rights in each item of the Pledged Collateral,
               in each case free and clear of any and all Liens,
               rights or claims of all other Persons, except for
               those Liens that may have been granted under the
               Cadiz Pledge Agreement;

               (v) upon Secured Party obtaining possession of the
               Pledged Equity Interests, or the filing of all UCC
               financing statements and other filings delivered by
               Pledgor, the security interests granted to Secured
               Party hereunder constitute valid and perfected
               first priority Liens on all of the Pledged
               Collateral, except for those Liens that may have
               been granted under the Cadiz Pledge Agreement;

               (vi) [intentionally omitted]

               (vii) [intentionally omitted]

               (viii) it has delivered to Secured Party evidence
               and copies of all required corporate actions and
               consents, including all filings, notices,
               registrations and recordings, if any;

               (ix) [intentionally omitted]

               (x) [intentionally omitted]

               (xi) to the best knowledge of Pledgor, all
               information supplied by Pledgor with respect to any
               of the Pledged Collateral is accurate and complete
               in all material respects, including without
               limitation the information provided in Schedule
               3.1;

          (b) COVENANTS AND AGREEMENTS. Pledgor hereby covenants
          and agrees that:

               (i) except for the security interest created by
               this Agreement, it shall not create or suffer to
               exist any Lien upon or with respect to any of the
               Pledged Collateral, and Pledgor shall maintain the
               security interest created hereby as a valid and
               perfected, first priority security interest in the
               Pledged Collateral, except for those Liens that may
               have been granted under the Cadiz Pledge Agreement;

               (ii) [intentionally omitted]

               (iii) [intentionally omitted]

               (iv) it shall not take any action which could
               impair Secured Party's rights in the Pledged
               Collateral;

               (v) it shall not sell, transfer or assign any
               Pledged Collateral; and

               (vi) shall comply with the terms and conditions of
               the Global Settlement.

     3.2. PLEDGED EQUITY INTERESTS. Subject to (i) the execution
of that certain amendment to the Cadiz Pledge Agreement and
related documents as contemplated in and consistent with the
Global Settlement and (ii) the consent of the Cadiz Lender to the
Global Settlement:

          (a) REPRESENTATIONS AND WARRANTIES. Pledgor hereby
          represents and warrants on the Closing that:

               (i) Schedule 3.2 (as such schedule may be amended
               or supplemented from time to time) sets forth under
               the heading "Pledged Equity Interests" all of
               Pledged Equity Interests owned by Pledgor and such
               Pledged Equity Interests constitute 100% of the
               issued and outstanding equity interests of Sun
               World;

               (ii) it is the record and beneficial owner of the
               Pledged Equity Interests free of all Liens, rights
               or claims of other Persons, except for those Liens
               that may have been granted under the Cadiz Pledge
               Agreement;

               (iii) without limiting the generality of Section
               3.1(a), no consent of any Person including any
               other member of Sun World is necessary or desirable
               in connection with the creation, perfection or
               first priority status of the security interest of
               Secured Party in any Pledged Equity Interests or
               the exercise by Secured Party of the rights
               provided for in this Agreement or the exercise of
               remedies in respect thereof, except for those Liens
               that may have been granted under the Cadiz Pledge
               Agreement; and

               (iv) none of the Pledged Equity Interests are or
               represent interests in issuers that (A) are
               registered as investment companies, (B) are dealt
               in or traded on securities exchanges or markets or
               (C) have opted to be treated as securities under
               the uniform commercial code of any jurisdiction.

          (b) COVENANTS AND AGREEMENTS. Pledgor hereby covenants
          and agrees that:

               (i) except as expressly permitted under the Global
               Settlement, without the prior written consent of
               Secured Party, it shall not vote to enable or take
               any other action to: (A) amend or terminate any
               organizational documents in any way that materially
               changes the rights of Pledgor with respect to any
               Pledged Equity Interests or adversely affects the
               validity, perfection or priority of Secured Party's
               security interest, (B) permit Sun World to issue
               any additional equity interests of any nature or to
               issue securities convertible into or granting the
               right of purchase or exchange for any equity
               interest of any nature of Sun World, (C) other than
               as permitted under the Global Settlement, permit
               Sun World to dispose of all or a material portion
               of its assets, (D) waive any default under or
               breach of any terms of any organizational document
               relating to Sun World or (E) cause Sun World to
               elect or otherwise take any action to cause the
               Pledged Equity Interests to be treated as
               securities for purposes of the UCC; provided,
               however, notwithstanding the foregoing, if Sun
               World takes any such action in violation of the
               foregoing clause (E), Pledgor shall promptly notify
               Secured Party in writing of any such election or
               action and, in such event, shall take all steps
               necessary or advisable to establish Secured Party's
               "control" of the Pledged Equity Interests;

               (ii) in the event it acquires any Pledged
               Collateral after the date hereof, Pledgor shall
               deliver to Secured Party a completed Pledge
               Supplement, substantially in the form of Exhibit A,
               together with all Supplements to Schedules thereto,
               reflecting such new interests. Notwithstanding the
               foregoing, it is understood and agreed that the
               security interest of Secured Party shall attach to
               Pledged Collateral immediately upon Pledgor's
               acquisition of rights therein and shall not be
               affected by the failure of Pledgor to deliver a
               supplement to Schedule 3.2 as required hereby;

               (iii) in the event Pledgor receives any dividends,
               interest or distributions on any Pledged Equity
               Interests, or any securities or other property upon
               the merger, consolidation, liquidation or
               dissolution of Sun World, then (A) such dividends,
               interest or distributions and securities or other
               property shall be included in the definition of
               Pledged Collateral without further action and (B)
               Pledgor shall immediately take all steps, if any,
               necessary or advisable to ensure the validity,
               perfection, priority and, if applicable, control of
               Secured Party over such Pledged Equity Interests
               (including, without limitation, delivery thereof to
               Secured Party) and pending any such action Pledgor
               shall be deemed to hold such dividends, interest,
               distributions, securities or other property in
               trust for the benefit of Secured Party and such
               dividends, interest, distributions, securities or
               other property shall be segregated from all other
               property of Pledgor;

               (iv) [intentionally omitted]

               (v) without the prior written consent of Secured
               Party, it shall not cause Sun World to merge or
               consolidate.

          (c) DELIVERY AND CONTROL. Pledgor agrees that with
          respect to any Pledged Equity Interests in which it
          currently has rights, it shall comply with the
          provisions of this Section 3.2(c) on or before the
          Closing and with respect to any Pledged Equity Interests
          hereafter acquired by Pledgor it shall comply with the
          provisions of this Section 3.2(c) immediately upon
          acquiring rights therein, in each case in form and
          substance satisfactory to Secured Party. Subject to the
          Cadiz Pledge Agreement, if Pledgor shall, as a result of
          its ownership of the Pledged Equity Interests, become
          entitled to receive or shall receive any certificate or
          instrument (including, without limitation, any
          certificate representing an in-kind dividend or a
          distribution in connection with any reclassification,
          increase or reduction of capital or any certificate
          issued in connection with any reorganization), option or
          rights, whether in addition to, in substitution of, as a
          conversion of, or in exchange for any equity interests
          of the Pledged Equity Interests, or otherwise in respect
          thereof, Pledgor shall accept the same as the agent of
          Secured Party, hold the same in trust for the benefit of
          Secured Party and deliver the same forthwith to Secured
          Party in the exact form received, duly indorsed by
          Pledgor to Secured Party, if required, together with an
          undated stock power covering such certificate duly
          executed in blank by Pledgor, and to be held in the
          possession of Secured Party, subject to the terms
          hereof, as collateral security for the Secured
          Obligations.

          (d) Voting.

               (i) Pledgor shall be entitled to exercise or
               refrain from exercising any and all voting and
               other consensual rights pertaining to the Pledged
               Equity Interests or any part thereof for any
               purpose not inconsistent with the terms of this
               Agreement or the Global Settlement; provided that
               Pledgor shall not exercise or refrain from
               exercising any such right if such action could have
               a material adverse effect on the value of the
               Pledged Collateral or any part thereof except as
               provided in the Global Settlement; and

               (ii) [intentionally omitted]

SECTION 4. FURTHER ASSURANCES.

     4.1. [INTENTIONALLY OMITTED].

     4.2. FURTHER ASSURANCES.

          (a) Pledgor agrees that from time to time, at the
          expense of the Secured Party, that it shall promptly
          execute and deliver all further instruments and
          documents, and take all further action, that may be
          necessary or desirable, or that Secured Party may
          reasonably request, in order to create and/or maintain
          the validity, perfection or priority of and protect any
          security interest granted or purported to be granted
          hereby or to enable Secured Party to exercise and
          enforce its rights and remedies hereunder with respect
          to any Pledged Collateral.

          (b) In addition, to the extent permitted by applicable
          law, Pledgor hereby authorizes Secured Party to file one
          or more financing or continuation statements, and
          amendments thereto, relative to all or any part of the
          Pledged Collateral without the signature of Pledgor.
          Pledgor agrees that a carbon, photographic or other
          reproduction of this Agreement or of a financing
          statement signed by Pledgor shall be sufficient as a
          financing statement and may be filed as a financing
          statement in any and all jurisdictions. Pledgor shall
          furnish to Secured Party from time to time statements
          and schedules further identifying and describing the
          Pledged Collateral and such other reports in connection
          with the Pledged Collateral as Secured Party may
          reasonably request, all in reasonable detail.

          (c) Pledgor hereby authorizes Secured Party to file a
          Record or Records (as defined in the UCC), including,
          without limitation, financing statements, in all
          jurisdictions and with all filing offices as Secured
          Party may determine, in its sole discretion, are
          necessary or advisable to perfect the security interest
          granted to Secured Party herein. Such financing
          statements shall describe the Pledged Collateral in
          substantially the same manner as described herein.

          (d) Pledgor shall, through the compliance of the
          covenants contained herein and through any other actions
          that may be necessary or desirable, continuously
          maintain from the date made the truthfulness and
          accuracy of every representation, warranty and
          certification made herein until the termination of this
          Agreement by its terms.

SECTION 5. SECURED PARTY APPOINTED ATTORNEY-IN-FACT.

     5.1. POWER OF ATTORNEY. Pledgor hereby irrevocably appoints
Secured Party (such appointment being coupled with an interest) as
Pledgor's attorney-in-fact, with full authority in the place and
stead of Pledgor and in the name of Pledgor, Secured Party or
otherwise, from time to time in Secured Party's
discretion to take any action and to execute any instrument that
Secured Party may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without
limitation, to prepare, sign and file any UCC financing statements
in the name of Pledgor as debtor.

     5.2. NO DUTY ON THE PART OF SECURED PARTY. The powers
conferred on Secured Party hereunder are solely to protect the
interests of Secured Party in the Pledged Collateral and shall not
impose any duty upon Secured Party to exercise any such powers.
Secured Party shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers,
and neither Secured Party nor any of its officers, directors,
employees or agents shall be responsible to Pledgor for any act or
failure to act hereunder, except for its own gross negligence or
willful misconduct.

SECTION 6. REMEDIES.

     6.1. GENERALLY. If any breach by Pledgor under this Agreement
shall have occurred and be continuing, all as determined by the
Secured Party in its sole and absolute discretion, then Secured
Party may foreclose upon the Pledged Collateral; provided that
such foreclosure remedy shall be sole and exclusive
remedy of the Secured Party for a breach of this Agreement,
without regard to any other rights and remedies available to it at
law or in equity, or under the UCC.

     6.2. Cash Proceeds. All proceeds of any Pledged Collateral
received by Pledgor consisting of cash, checks and other near-cash
items (collectively, "Cash Proceeds") shall be held by Pledgor in
trust for Secured Party, segregated from other funds of Pledgor,
and shall, forthwith upon receipt by Pledgor, unless otherwise
provided pursuant to Section 3.2(b)(iii), be turned over to
Secured Party in the exact form received by Pledgor (duly indorsed
by Pledgor to Secured Party, if required) and held by Secured
Party in the Collateral Account.

SECTION 7. CONTINUING SECURITY INTEREST; SUCCESSORS AND ASSIGNS;
           TRANSFER OF LOANS.

     This Agreement shall create a continuing security interest in
the Pledged Collateral and shall remain in full force and effect
until the satisfaction in full of all Secured Obligations, be
binding upon Pledgor, its successors and assigns, and inure,
together with the rights and remedies of Secured Party
hereunder, to the benefit of Secured Party and its successors,
transferees and assigns; provided, however, that, Pledgor may not
transfer, or otherwise assign, any of its obligations hereunder
without the prior written consent of Secured Party. Upon the
satisfaction in full of all Secured Obligations, the security
interest granted hereby shall terminate hereunder and of record
and all rights to the Pledged Collateral shall revert to Pledgor.
Upon any such termination Secured Party shall, at Pledgor's
expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence such termination.

SECTION 8. STANDARD OF CARE; SECURED PARTY MAY PERFORM.

     The powers conferred on Secured Party hereunder are solely to
protect its interest in the Pledged Collateral and shall not
impose any duty upon it to exercise any such powers. Except for
the exercise of reasonable care in the custody of any Pledged
Collateral in its possession and the accounting for
moneys actually received by it hereunder, Secured Party shall have
no duty as to any Pledged Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any
other rights pertaining to any Pledged Collateral. Secured Party
shall be deemed to have exercised reasonable care in the custody
and preservation of Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equal to
that which Secured Party accords its own property. Neither Secured
Party nor any of its directors, officers, employees or agents shall
be liable for failure to demand, collect or realize upon all or any
part of the Pledged Collateral or for any delay in doing so or shall
be under any obligation to sell or otherwise dispose of any Pledged
Collateral upon the request of Pledgor or otherwise. If Pledgor
fails to perform any agreement contained herein, Secured Party may
itself perform, or cause performance of, such agreement, and the
expenses of Secured Party incurred in connection therewith shall
be payable by Pledgor.

SECTION 9. [INTENTIONALLY OMITTED]

SECTION 10. MISCELLANEOUS.

     (a) All notices and other communications hereunder shall be
     made at the following addresses:

          If to the Sun World Noteholder Trust at:

          Logan & Company
          546 Valley Road
          Upper Montclair, NJ 07043
          Attn: Kate Logan

          with copies to:

          Skadden, Arps, Slate, Meagher & Flom (Illinois)
          333 W. Wacker Drive
          Chicago, IL 60606
          Attn: Timothy R. Pohl

          If to Cadiz at:

          Cadiz Inc.
          777 South Figueroa Street, Suite 4250
          Los Angeles, CA 90017
          Attn: Keith Brackpool, Chief Executive Officer

          with copies to:

          Stutman, Treister & Glatt P.C.
          1901 Avenue of the Stars, 12th Floor
          Los Angeles, CA 90067
          Attn: Jeffrey H. Davidson

     (b) No failure or delay on the part of Secured Party in
     exercising any right, power or remedy shall operate as a
     waiver thereof, and no single or partial exercise of any
     such right, power or remedy shall preclude any other or
     further exercise thereof, or the exercise of any other
     right, power or remedy.

     (c) No amendment, modification or waiver of, or consent with
     respect to, any provision of this Agreement shall be
     effective unless the same shall be in writing and signed and
     delivered by Secured Party and Pledgor (in the event of an
     amendment or modification), and then such amendment,
     modification, waiver or consent shall be effective only in
     the specific instance and for the specific purpose for which
     given.

     (d) Except as provided in Section 6.1 of this Agreement, all
     obligations of Pledgor and all rights, powers and remedies of
     Secured Party expressed herein are in addition to all other
     rights, powers and remedies possessed by them, including,
     without limitation, those provided by applicable law or in
     any other written instrument or agreement relating to any of
     the Secured Obligations or any security therefore.

     (e) In case any provision in or obligation under this
     Agreement shall be invalid, illegal or unenforceable in any
     jurisdiction, the validity, legality and enforceability of
     the remaining provisions or obligations, or of such provision
     or obligation in any other jurisdiction, shall not in any way
     be affected or impaired thereby.

     (f) This Agreement and any amendments, waivers, consents or
     supplements hereto or in connection herewith may be executed
     in any number of counterparts and by different parties hereto
     in separate counterparts, each of which when so executed and
     delivered shall be deemed an original, but all such
     counterparts together shall constitute but one and the same
     instrument; signature pages may be detached from multiple
     separate counterparts and attached to a single counterpart so
     that all signature pages are physically attached to the same
     document.

     (g) THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
     CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
     STATE OF NEW YORK. This Agreement and exhibits constitute the
     entire understanding among the parties hereto with respect to
     the subject matter hereof and supersede any prior agreements,
     written or oral, with respect thereto.

     (h) The Bankruptcy Court shall retain exclusive jurisdiction
     to enforce the terms of this Agreement and to decide disputes
     which may arise or result from, or be connected with, this
     Agreement or any document or instrument executed in
     connection with the transactions contemplated herein, any
     breach or default hereunder or thereunder, or the
     transactions contemplated hereby.

     (i) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO
     WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
     CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
     OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
     OF THIS AGREEMENT OR THE RELATIONSHIP THAT IS BEING
     ESTABLISHED.

     (j) With respect to this Agreement only, no claim (other than
     claims arising out of the gross negligence or willful
     misconduct of a Protected Person (as defined below)) shall be
     made by Pledgor or any of its affiliates against Secured
     Party or any of its respective affiliates, directors,
     employees, attorneys or agents (the "Protected Persons") for
     any special, indirect, consequential or punitive damages in
     connection with, arising out of or in any way related to the
     transactions contemplated by this Agreement or any act or
     omission or event occurring in connection therewith, and
     Pledgor hereby waives, releases and agrees not to sue upon
     any such claim for any such damages, whether or not accrued
     and whether or not known or suspected to exist in its favor.

     (k) Section headings in this Agreement are included herein
     for convenience of reference only and shall not constitute a
     part of this Agreement for any other purpose or be given any
     substantive effect.

     (l) All references herein to provisions of the UCC shall
     include all successor provisions under any subsequent version
     or amendment to any Article of the UCC.

           [Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Pledgor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.

CADIZ INC.

By:
Name:
Title:

SUN WORLD NOTEHOLDER TRUST
By:
Name:
Title:




                           SCHEDULE 3.1

                        PLEDGOR INFORMATION

(A)  Full Legal Name and Chief Executive Office of Pledgor:(1)

(B)  Jurisdiction of Organization of Pledgor:

(C)  Other Names (including any Trade-Name or Fictitious Business
     Name) under which Pledgor has conducted Business for the past Five
     (5) Years:
------------------------
(1) If the principal place of business of Pledgor is located
outside of the United States, include the address of the major
executive office in the United States, if any, of Pledgor.


                           SCHEDULE 3.2
                     PLEDGED EQUITY INTERESTS

Pledged Equity Interests:

Grantor   Stock   Class of   Certificated   Stock   Par   No. of   o/o of Out-
          Issuer   Stock        (y/n)       Cert.  Value  Pledged   standing
                                             No.          Units     Stock of
                                                                  Stock Issuer


                             EXHIBIT A


                         PLEDGE SUPPLEMENT

     This PLEDGE SUPPLEMENT, dated as of [mm/dd/yy], is delivered
pursuant to the Pledge Agreement, dated as of November [___], 2003
(as it may be from time to time amended, restated, modified or
supplemented, the "Sponsor Pledge Agreement"), between CADIZ INC.,
as Pledgor, and SUN WORLD NOTEHOLDER TRUST, as Secured Party.
Capitalized terms used herein not otherwise defined herein shall
have the meanings ascribed thereto in the Sponsor Pledge
Agreement.

     Pledgor hereby confirms the grant to Secured Party set forth
in the Sponsor Pledge Agreement of, and does hereby grant to
Secured Party, a security interest in all of Pledgor's right,
title and interest in and to all Pledged Collateral to secure the
Secured Obligations, in each case whether now or hereafter
existing or in which Pledgor now has or hereafter acquires an
interest and wherever the same may be located. Pledgor represents and
warrants that the attached Supplements to Schedules accurately and
completely set forth all additional information required pursuant
to the Sponsor Pledge Agreement and hereby agrees that such
Supplements to Schedules shall constitute part of the Schedules to
the Sponsor Pledge Agreement.


IN WITNESS WHEREOF, Pledgor has caused this Pledge Supplement to
be duly executed and delivered by its duly authorized officer as of the
date set forth above.


CADIZ INC.
By:
Name:
Title:






                  SCHEDULE 3.1 TO PLAN SUPPLEMENT

                        PLEDGOR INFORMATION

Additional Information:

(A)  Full Legal Name and Chief Executive Office of Pledgor(1):

(B)  Jurisdiction of Organization of Pledgor:

(C)  Other Names (including any Trade-Name or Fictitious Business
     Name) under which Pledgor has conducted Business for the past Five
     (5) Years:

-------------------
(1) If the principal place of business of Pledgor is located
outside of the United States, include the address of the major
executive office in the United States, if any, of Pledgor.


                  SCHEDULE 3.2 TO PLAN SUPPLEMENT

                     PLEDGED EQUITY INTERESTS

Additional Information:






Pledged Equity Interests:





