AVOCADO MARKETING AGREEMENT

                  	 


          

        

      

    

    


    This
avocado marketing agreement is being entered into by and between CALAVO
GROWERS, INC. (Calavo), whose mailing address is 2530 Red Hill Avenue,
Santa Ana, California, 92705-5542, and  
Limoneira Co.   (Grower), whose mailing address
is   
1141 Cummings Rd   and whose social security or federal tax
identification number is   77-0260692.

    


    This
agreement shall be effective    2/8/03  , and shall
continue in effect until terminated at any time by either party upon written
notice to the other.

    


    Grower
shall deliver California avocados to Calavo and deliveries will be acknowledged
by the issuance of Calavo receipt forms.

    


    Calavo
agrees to receive, handle, market and sell the avocados in such markets and at
such prices and at such terms as Calavo shall determine. Title will pass to
Calavo upon delivery to Calavo’s facility. Calavo will apply its grades and
standards in the handling of the avocados and Grower agrees to be bound by
Calavo’s grades and standards.

    


    Calavo
will pay Grower for delivered avocados by variety, size and grade on a pooled
basis on approximately the 15th
(fifteenth) day of the month following delivery. Calavo will deduct from its
payment to Grower any advances on picking and hauling, Marketing Order
assessments and other normal or mandatory deductions that are customary in the
industry.

    


    Grower
warrants that the avocados have been grown and harvested in conformity with all
applicable federal, state and local laws and regulations.

    


    Grower
warrants that he is the owner of the avocados.

    


    This
Agreement constitutes the entire agreement between Calavo and Grower and may not
be modified expect by both parties’
written agreement.

     

    This
Agreement is made under the laws of the State of California and may be
terminated at any time by either party upon written notice.

    


    Any
dispute under this Agreement shall be resolved by arbitration in Santa Ana,
California pursuant to the rules, then obtaining, of the American Arbitration
Association and the prevailing party shall be entitled to reasonable attorney’s
fees and all costs.

    


    
      
        
          
            
              
                
                  
                    	
                            GROWER

                          	 
      	 
      	
                            CALAVO
      GROWERS, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            Executed
      at:

                          	
                            Santa
      Paula

                          	 
      	 
      	 
      
	 
      	
                            (City)

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            This
      Date:

                          	
                            2/8/03

                          	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	 
      	 
      	Date: 
      	 
      


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    JUNE 1,
2005

    


    
      
        	
                Harold
      S. Edwards

                President
      & CEO

                Limoneira
      Company

                1141
      Cummings Road

                Santa
      Paula, CA 93060

              	
                Lecil
      E. Cole

                Chairman
      and CEO

                Calavo
      Growers, Inc.

                2530
      Red Hill Avenue

                P.O.
      Box 26081

                Santa
      Ana, CA 92705-5542

              


      

    

    


    Re:     Letter Agreement Regarding
Fruit Commitment

    


    Dear
Messrs. Edwards and Cole:

    


    This Letter Agreement sets forth the
mutual understanding and contractual agreement between Limoneira Company, a
Delaware corporation (“Limoneira”), and Calavo Growers, Inc., a California
corporation (“Calavo”), with respect to the marketing of Limoneira’s avocados by
Calavo. Calavo agrees to pay to Limoneira quarterly for Limoneira’s avocados
marketed through Calavo $.04 per pound over and above the normal pool price paid
by Calavo to growers.  Limoneira shall be entitled to verify from time
to time the pack-outs reported by Calavo on Limoneira fruit by picking the fruit
from a specific orchard block, delivering half of the fruit to Calavo and half
to another packer, then comparing the pack-outs reported by each. If the
pack-outs reported by Calavo are more than 3% below those reported by the other
packer, Limoneira may terminate this Agreement and the Avocado Marketing
Agreement described below. In addition to the $.04 per pound allowance provided
for above, Calavo shall pay to Limoneira a “haul credit” not less than that paid
by Calavo to other growers, and in no event less than $.015 per
pound.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This Agreement shall renew annually
upon the execution and delivery by Limoneira and Calavo of an Avocado Marketing
Agreement in the form of that attached heroto as Exhibit A. Such Marketing
Agreement may be modified from time to time by mutual agreement of the
parties.

    


    
      
        
          	
                  CALAVO
      GROWERS, INC.

                	 
      	
                  LIMONEIRA
      COMPANY

                
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Lecil E. Cole

                	 
      	
                  By

                	
                  /s/ Harold S.
  Edwards

                


        

      

    

    


    
      
        
          	
                  Name
      & Title:

                	
                  Lecil E. Cole

                	 
      	
                  Name
      & Title:

                	
                  Harold S. Edwards

                
	
                  CEO

                	 
      	
                  CEO