SETTLEMENT AGREEMENT


     This settlement agreement ("Agreement"), dated as of
August 11, 2005, is entered into by and between (a) Sun World
International, Inc. ("Sun World International"), Sun Desert, Inc.,
a Delaware corporation, Coachella Growers, a California
agricultural cooperative, and Sun World/Rayo, a California
corporation (the preceding entities sometimes collectively
referred to as "Sun World"), on the one hand, and (b) Cadiz Inc.,
a Delaware corporation ("Cadiz") (Cadiz and Sun World sometimes
collectively referred to as "Parties" or individually as a
"Party"), on the other hand, with reference to the following
Recitals:

                             RECITALS
                             ---------

     A.  Sun World commenced petitions for relief under chapter
11, title 11 of the United States Code on January 30, 2003 and are
debtors and debtors in possession in joint administration case No.
RS 03-11370 before the United States Bankruptcy Court for the
Central District of California (Riverside Division) ("Bankruptcy
Court").

     B.  Sun World has filed and solicited consents to the
"Debtor's First Amended Joint Plan of Reorganization Dated May 6,
2005, as Amended" ("Plan").  The hearing on confirmation of the
Plan presently is scheduled for August 26, 2005.  Terms defined in
the Plan are incorporated herein by this reference as though more
fully set forth herein.

     C.  The Plan classifies all Cadiz's Interests in Class 5,
and provides that such Interests shall neither receive nor retain
any distribution nor retain any property under the Plan and that
all such Interests shall be deemed cancelled or extinguished on the
Effective Date.

     D.  As discussed in the Disclosure Statement Describing
Debtors' First Amended Joint Plan of Reorganization Dated May 6,
2005, as Amended ("Disclosure Statement"), the Debtors believe that,
after determining Sun World's federal income tax for calendar year
2005 and reducing tax attributes by the amount of any cancellation
of indebtedness income resulting under the Plan, Sun World may have
substantial remaining separate federal net operating loss
carryovers and tax attributes (collectively, "NOLs").  Sun World
believes that under applicable law, any federal NOLs that are
attributable to Sun World which remain after the determination of
Sun World's federal income tax for 2005 would not survive the
change of ownership provided for under the Plan, even if Sun
World's creditors received that ownership interest.  These
remaining losses, therefore, are of no utility to Sun World's
creditors.

     E.  Cadiz has advised Sun World that, absent the resolution
set forth in this Agreement, Cadiz intends to file an Administrative
Claim ("Cadiz's Administrative Claim") in the amount of $2,093,000
based upon Sun World's use of Cadiz's tax attributes to shelter
state and federal income taxes that Cadiz maintains Sun World
would have incurred and been required to pay on account of the
taxable years 2004 and 2005 had an ownership change occurred upon
implementation of the Cadiz/Sun World Settlement in December 2003.

     F.  Sun World disputes the Cadiz Administrative Claim.

     G.  Subject to the terms set forth herein, Sun World and
Cadiz desire to address and resolve their differences concerning
the Cadiz Administrative Claim and various other matters.

     NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND ADEQUACY OF WHICH THE PARTIES EXPRESSLY ACKNOWLEDGE,
AND BASED UPON THE PRECEDING RECITALS, SUN WORLD AND CADIZ AGREE
AS FOLLOWS:

       1.  Within five (5) business days following the Effective
Time, Cadiz shall pay the Continuing Estates cash in the amount of
$25,000.

       2.  As of the Effective Time, Cadiz shall be deemed to
withdraw with prejudice and shall not thereafter assert the Cadiz
Administrative Claim.

       3.  Sun World shall move the Court to approve this Agreement
and to modify the Plan as follows:

         (a)  Article 4, Section 4.5 of the Plan will be changed
as follows:

                4.5.2   TREATMENT.  Class 5 Interests are
           impaired.  Cadiz will be treated in accordance with
           the Cadiz Settlement Agreement described in Section
           7.6 of the Plan.  By virtue of the Cadiz Settlement
           Agreement and in consideration thereof, Cadiz will
           retain its Interests in the Debtors and receive the
           rights accorded in Section 7.6 of the Plan free and
           clear of all Claims, liens, charges, encumbrances
           and other interests, but otherwise will not receive
           or retain any value from the Estates or the
           Continuing Estates under the Plan.

         (b)  Article 7, Section 7.5.1 of the Plan will be changed
as follows:

                7.5.1.  The Continuing Estates shall terminate
           on the Case Closure Date as the same may be
           extended in accordance with the Plan. Notwithstanding
           anything to the contrary contained in the Plan, the
           Continuing Estate Representative may proceed to close
           the Reorganization Cases but make arrangements, as
           approved by the Bankruptcy Court, for the Continuing
           Estate Representative or a successor to remit any
           consideration payable in accordance with Section 7.6
           of the Plan to the holders entitled to such
           consideration under the Plan and to reserve an amount
           from distribution to cover the anticipated expenses
           associated therewith.  Notwithstanding the occurrence
           of the Effective Date, the Debtors shall continue as
           the Post-Effective Date Debtors.

         (c)  Article 7, Section 7 of the Plan shall contain the following
new Section 7.6:

                7.6  CADIZ SETTLEMENT AGREEMENT; CONTINUATION OF
           DEBTORS

                7.6.1  The "Settlement Agreement" dated as of
           August 11, 2005, between the Debtors and Cadiz, a
           copy of which is attached to this Plan as an
           exhibit ("Cadiz Settlement Agreement"), shall be
           implemented pursuant to this Plan in full
           settlement of the disputed claims described
           therein.  In accordance therewith, Cadiz shall
           continue to own Sun World International, and Sun
           World International, in turn, shall continue to own
           the other Debtors notwithstanding the occurrence of
           the Effective Date, free and clear of all Claims,
           liens, charges, encumbrances, and other interests
           but subject to the obligations imposed in this
           Section 7.6 of the Plan.  Subject to Section 7.6.1
           of the Plan, the Continuing Estates shall not be
           liable for any liabilities incurred by the Post-
           Effective Date Debtors or Cadiz, and Cadiz and the
           Post-Effective Date Debtors shall not be liable for
           any liabilities incurred by the Continuing Estates;
           provided, however, that the Continuing Estates
           shall reimburse the Post-Effective Date Debtors or
           Cadiz (or pay directly to the taxing authorities)
           for any taxes incurred by the Estates or the
           Continuing Estates which the Post-Effective Debtors
           or Cadiz is required to pay under applicable law.
           In determining the amount by which the Continuing
           Estates shall be required to reimburse the Post-
           Effective Date Debtors or Cadiz, tax liability for
           income incurred by the Estates or the Continuing
           Estates shall be computed as follows: (i) to the
           extent for any period the Estates or the Continuing
           Estates file or previously filed a federal
           consolidated income tax return or a combined
           California income tax return with Cadiz, as the
           case may be, or are deemed by a taxing authority to
           be members of the Cadiz affiliated group or
           combined group, such amount shall be after giving
           effect to any NOLs available in the consolidated
           group, and (ii) to the extent for any period the
           Estates or the Continuing Estates file a separate
           federal income tax return or a separate California
           income tax return, as the case may be, or are
           deemed by a taxing authority not to be members of
           the Cadiz affiliated group or combined group, such
           amount shall be calculated as if the Plan had
           provided for the elimination of Cadiz's Class 5
           Interests on the Effective Date.  In other words,
           in connection with (ii) above, the Continuing
           Estates shall not be placed in a worse position
           from a tax perspective than they would have been if
           the Plan had not provided for Cadiz to retain its
           Interests in Sun World International.  Without
           limitation of any of the foregoing obligations, on
           or before the Effective Date, Sun World shall fully
           fund (by means of estimated payments to the
           applicable taxing authorities and/or payments
           accompanying returns or a reserve from distribution
           of sufficient cash in a segregated account to be
           established solely for purposes of satisfying such
           obligations) all federal and state taxes reasonably
           projected to be payable on account of the tax years
           ending December 31, 2004 and December 31, 2005.

                7.6.2  Following the Effective Date, to the
           extent permitted under applicable law, Cadiz may
           elect, in its sole discretion, to continue to file
           a consolidated federal income tax return and/or
           California combined return with Cadiz and any Post-
           Effective Date Debtors.  Any period for which any
           Post-Effective Date Debtors are included in a
           consolidated federal income tax return or a
           combined state tax return is referred to herein as
           a "Consolidated Return Year."  If for any
           Consolidated Return Year beginning, with the year
           ending December 31, 2005 through the year ending
           December 31, 2011 (but, as to the Consolidated
           Return Year ending December 31, 2005, solely with
           respect to any taxable income and gains that are
           recognized by Cadiz after the Effective Date though
           December 31, 2005), the application of any net
           operating losses, loss carryovers or tax attributes
           of the Debtors remaining after determining the
           Estates' federal income tax for calendar year 2005
           and utilizing any NOLs in connection therewith
           ("Remaining Pre-Effective Date Losses") reduces the
           consolidated tax liability of Cadiz below the
           amount that would have been payable by Cadiz with
           respect to taxable income and gains recognized by
           Cadiz if any such Remaining Pre-Effective Date
           Losses were not available, then Cadiz shall, within
           thirty days after the date Cadiz's tax return is
           filed (as the same may be extended in accordance
           with law), pay the Continuing Estates cash in an
           amount equal to twenty-five percent (25%) of the
           amount of the reduction so computed to the
           Continuing Estate Representative for distribution
           under the Plan.  Nothing in this Agreement shall
           obligate Cadiz to utilize any Remaining Pre-
           Effective Date Losses before exhausting any losses
           incurred by Cadiz or any Post-Effective Date
           Debtor, nor relieve Cadiz of any obligation imposed
           under law concerning the order in which any losses
           must be utilized.

                7.6.3  Subject to Section 7.6.1, Cadiz shall be
           responsible for and shall satisfy, without any
           right of reimbursement or compensation from the
           Continuing Estates (or reduction in any payments
           previously made), any audit adjustments and
           resulting demands, judgments or orders made by the
           Internal Revenue Service or the California
           Franchise Tax Board or any court implementing any
           such orders (or otherwise agreed or consented to by
           Cadiz or imposed upon Cadiz) occurring after the
           date of this Agreement with respect to any federal
           consolidated income tax return or combined
           California income tax return to which (i) Cadiz and
           the Estates, (ii) Cadiz and the Continuing Estates
           or (iii) Cadiz and the Post-Effective Date Debtors
           are parties or are deemed by a taxing authority to
           be members of the Cadiz affiliated group or
           combined group (but not with respect to any
           separate federal income tax return or any separate
           California income tax return to which the
           Continuing Estates are parties and are not deemed
           by a taxing authority to be members of the Cadiz
           affiliated group or combined group), including
           without limitation, any interest, costs and
           penalties associated therewith (collectively,
           "Audit Adjustments"), and shall, subject to section
           7.6.1, fully indemnify and hold harmless the
           Continuing Estates in connection therewith;
           provided, that Cadiz shall not be responsible for,
           and shall have no obligation to indemnify the
           Continuing Estates against, any Audit Adjustments
           to the extent they are attributable to taxable
           income or gains recognized by the Continuing
           Estates.  For purposes of this Section 7.6.3, to
           the extent that as of the date of this Agreement,
           the Internal Revenue Service or California
           Franchise Tax Board has filed any proof of claim or
           administrative expense claim asserting liabilities
           that would otherwise fit within the definition of
           "Audit Adjustments," or has otherwise advised Sun
           World that such entity believes that any such
           liabilities may exist, any such proofs of claim,
           administrative claims or matters as to which such
           entity has advised Sun World shall not be deemed
           "Audit Adjustments."  Notwithstanding anything
           contained in this Section 7.6.3, to the extent that
           Audit Adjustments for any Consolidated Return Year
           would have resulted in a smaller payment by Cadiz
           to the Continuing Estates under Section 7.6.2 for
           such year, Cadiz's prospective payment obligations
           under Section 7.6.2 shall be reduced on a dollar
           for dollar basis, without interest, to the same
           extent for future years.

                 7.6.4  Cadiz shall maintain books, accounts and
           records so as to disclose clearly and accurately
           the precise nature and details of the operations of
           the terms set forth herein, and the Continuing
           Estate Representative (or any accountant employed
           by the Continuing Estate Representative) shall have
           reasonable access on a confidential basis to such
           books, accounts and records, but only to the extent
           reasonably necessary to verify Cadiz's compliance
           with the terms set forth herein.  Subject to a Sun
           World prepetition creditor's execution of a
           confidentiality agreement in a form and substance
           reasonably acceptable to Cadiz and the Continuing
           Estate Representative, the Continuing Estate
           Representative may report to such creditor
           concerning the results of Cadiz's compliance as a
           result of any such review, but shall disclose
           confidential information regarding Cadiz only to
           the extent reasonably necessary for the evaluation
           of Cadiz's compliance with Section 7.6 of the Plan.
           In the event of any litigation concerning Cadiz's
           performance under this Agreement, the Continuing
           Estate Representative shall exercise commercially
           reasonable efforts to file any documents or
           information identified by Cadiz as confidential
           under protective seal.

                 7.6.5  Subject to the preceding, (a) Cadiz and
           the Post-Effective Date Debtors shall be entitled
           to utilize all Remaining Pre-Effective Date Losses,
           without furnishing any further compensation or
           reimbursement to the Estates or the Continuing
           Estates, and free and clear of all Claims, liens,
           charges, encumbrances, and other interests; and (b)
           to the extent, after the Effective Date, the Post-
           Effective Date Debtors acquire new property (i.e.
           not in exchange for, or proceeds from, the
           Estates), utilize any Remaining Pre-Effective Date
           Losses, or engage in any business transaction or
           activity, such property and proceeds or profits
           generated in  connection therewith shall be free
           and clear of all Claims, liens, charges,
           encumbrances, and other interests.

       4.  Except for (i) the obligations set forth in this
Agreement and (ii) the obligations set forth in the Cadiz/Sun World
Settlement (as defined in the Plan), Sun World and Cadiz shall, as
of the Effective Time, be deemed to forever and fully release,
relieve, waive, relinquish and discharge one another with respect
to any and all actual or potential demands, claims, actions,
causes of action (including derivative causes of action), suits,
assessments, liabilities, losses, costs, damages, penalties, fees,
charges, expenses and all other forms of liability whatsoever, in
law or equity, whether asserted or unasserted, known or unknown,
foreseen or unforeseen, arising under the Bankruptcy Code, state
law or otherwise now existing or hereafter arising that either
party ever had, now has, or hereafter may have based in whole or
in part upon any agreement, act, omission, or other occurrence
through the Effective Time.  The release contained in this
paragraph shall apply to all claims, whether known or unknown.  As
to each and every claim released hereunder, each Party also waives
the benefit of the provisions of section 1542 of the Civil Code of
California (and any similar statutes or principles) which provides
as follows:

               A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
          WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
          IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
          WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY
          AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

       5.  This effectiveness of this Agreement is conditioned upon
the Effective Time (as defined below).  Absent the occurrence of the
Effective Time, this Agreement shall be of no force and effect,
and Cadiz and Sun World reserve their respective rights.

       6.  The Effective Time shall mean the latest of (i) entry of
an order of the Bankruptcy Court approving Sun World's motion to
approve this Agreement and the modifications to the Plan set forth
herein and finding, among other things, that the modifications set
forth herein do not adversely change the treatment of the claim of
any creditor or the interest of any equity security holder who has
not accepted in writing the modification, are and shall be deemed
accepted by all creditors and equity security holders who have
previously accepted the Plan, and shall not entitle any creditor
to change or withdraw any acceptances to the Plan, and further
finding and decreeing that the Plan is modified as set forth in
this Agreement, (ii) the passage of eleven (11) calendar days
following entry of such order without a stay pending appeal or
other stay on enforcement of such order, and (iii) the occurrence
of the Effective Date of the Plan as so modified.

       7.  This Agreement shall be binding upon the Parties'
respective successors and assigns.

       8.  Each Party individually represents to the other Party
that such Party has authority to enter into and perform under this
Agreement.

       9.  The Bankruptcy Court shall retain jurisdiction over any
dispute concerning this Agreement to the fullest extent permitted
by law.

      10.  In the event of a dispute involving this Agreement, the
prevailing Party shall be entitled to recover its reasonable
professional fees from the non-prevailing Party.

      11.  Sun World makes no representations and warranties
concerning the existence or availability of the Remaining Post-
Effective Date Losses, and Cadiz makes no representations and
warranties regarding the ability to use any Remaining Post-
Effective Date Losses.

      12.  This Agreement shall be governed by the internal laws
of the State of California, without regard to any principles of
conflicts of laws.

      13.  This Agreement and the Cadiz/Sun World Settlement
represent the entire agreement of the Parties with respect to the
subject matter hereof.  No representations, warranties, inducements
or oral agreements have been made by any of the Parties except as
expressly set forth herein.  This Agreement may not be changed,
modified or rescinded except in writing, signed by all Parties
hereto, and any attempt at oral modification of this Agreement
shall be void and of no effect.

SUN WORLD INTERNATIONAL, INC.

By:    /s/ Stanley E. Speer
       -------------------------
  Its  CFO
       -------------------------
Dated: August 12, 2005
       -------------------------


SUN DESERT, INC., a Delaware Corporation

By:    /s/ Stanley E. Speer
       -------------------------
  Its  CFO
       -------------------------
Dated: August 12, 2005
       -------------------------


COACHELLA GROWERS, a California
Agricultural Cooperative

By:    /s/ Stanley E. Speer
       -------------------------
  Its  CFO
       -------------------------
Dated: August 12, 2005
       -------------------------


SUN WORLD/RAYO, a California Corporation

By:    /s/ Stanley E. Speer
       -------------------------
  Its  CFO
       -------------------------
Dated: August 12, 2005
       -------------------------


CADIZ INC., a Delaware Corporation

By:    /s/ Keith Brackpool
       -------------------------
  Its  CEO
       -------------------------
Dated: August 12, 2005
       -------------------------