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                                                                   EXHIBIT 10.13

               CALAVO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

        THIS AGREEMENT is made this 11 day of March, 1983 by and between Calavo
Growers of California, a California corporation (the "Company") and Egidio
Carbone (the "Executive") because the Company has adopted this Agreement as the
form of the Calavo Supplemental Executive Retirement Plan and because the
Company desires to secure the Executive's future services by providing
additional retirement compensation.

        The parties to this Agreement agree as follows:

        1. DEFINITIONS.

        1.1 Average Final Base Salary means the Executive's average annual
salary (excluding bonuses and other non-regular forms of compensation) over the
five year period ending on the January 31st next preceding the earlier of (i)
the Retirement Date, (ii) the date of the Executive's death, or (iii) the
termination of this Agreement.

        1.2 Beneficiary means the person or persons designated as such in
accordance with Section 4 of the Agreement.

        1.3 Death Benefit Eligibility Date means the date on which the Executive
has both attained age 55 and has completed at least 2 Years of Service.

        1.4 Disability means any cessation of the Executive's employment with
the Company as a result of a physical or mental condition which prevents the
Executive from performing the normal duties of his or her current employment.
The Company, in its complete and sole discretion, shall determine an Executive's
Disability. If the Executive makes application for disability benefits under the
Social Security Act, as now in effect or as hereafter amended, and qualifies for
such benefits, he shall be presumed to qualify as totally and permanently
disabled under this Plan. The Company may require that the Executive submit to
an examination, by a competent physician or medical clinic selected by the
Company, on an annual basis to confirm Disability. On the basis of such medical
evidence, the determination of the Company as to whether or not a condition of
total disability exists or continues shall be conclusive.

        1.5 Early Retirement means the Executive's Termination of Employment on
or after attaining age 62, having completed at least 7 Years of Service.

        1.6 Normal Retirement means the Executive's Termination of Employment on
or after attaining age 65, having completed at least 10 Years of Service.



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Calavo Supplemental Executive Retirement Agreement


        1.7 Retirement Date means the date on which the Executive commences
Early or Normal Retirement.

        1.8 Termination of Employment means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or involuntary,
other than by reason of Disability prior to qualification for Early Retirement
or death.

        1.9 Years of Service means the cumulative consecutive years of
continuous full-time employment with the Company in the capacity of Vice
President, beginning on the date the Executive begins service in such capacity,
and each anniversary thereafter.

        2. BENEFITS.

        2.1 Normal Retirement Benefit. Upon Normal Retirement, as long as the
Executive continues to comply with the conditions set forth in Section 3 below,
the Company will pay to the Executive during his life a monthly benefit,
commencing on the first day of the month following the Retirement Date, equal to
20% of the Executive's Average Final Base Salary divided by twelve and reduced
by an amount equal to the Social Security benefits which the Executive is
entitled to receive for the month in which the payment is made, excluding any
Social Security benefits paid on behalf of the Executive's spouse or dependents
(i.e. primary insurance benefits only). Such benefits will be paid as
compensation for services rendered prior to the Retirement Date.

        2.2 Early Retirement Benefit. Upon Early Retirement, as long as the
Executive continues to comply with the conditions set forth in Section 3 below,
the Company will pay to the Executive during his life a monthly benefit,
commencing on the first day of the month following the Retirement Date, equal to
the actuarially determined equivalent (as determined by the Company by using the
Pension Benefit Guarantee Corporation immediate interest rate as in effect on
the Retirement Date) of the Normal Retirement benefit of 20% of the Executive's
Average Final Base Salary divided by twelve. Such Benefit shall be further
reduced by an amount equal to the Social Security benefits, if any, which the
Executive is entitled to receive for the month in which the payment is made,
excluding any Social Security benefits paid on behalf of the Executives spouse
or dependents (i.e. primary insurance benefits only). Such benefits will be paid
as compensation for services rendered prior to the Retirement Date.

        2.3 Disability Benefit. If the Executive suffers Disability prior to
qualification for Early Retirement, the Executive shall continue to accrue Years
of Service for purposes of this Agreement during Disability until he qualifies
for Early Retirement



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Calavo Supplemental Executive Retirement Agreement


except that in calculating Average Final Base Salary, the Years of Service
accrued during the Disability Period shall not be included.

        2.4 Pre-Retirement Death Benefit. In the event of the Executive's death
after the Death Benefit Eligibility Date and prior to the Retirement Date, the
Company will pay to the Beneficiary for 10 years a monthly benefit commencing on
the first day of the month following the Executive's death, equal to 10% of the
Executive's Average Final Base Salary divided by twelve.

        3. CONDITIONS RELATED TO BENEFITS.

        3.1 Requirement of Noncompetition. During the three year period
following the Retirement Date, the Executive agrees not to engage or participate
(as a partner, shareholder, director, officer, employee, agent, representative
or independent contractor, or in any other capacity calling for the making of an
investment or the performance of services) in any business which markets the
same commodities marketed by the Company or is otherwise competitive with the
business of the Company.

        3.2 Rights on Termination of Employment. Except as expressly provided in
this Plan, the Company will not be required or be liable to make any payments
under this Agreement subsequent to the Executive's Termination of Employment
with the Company.

        3.3 No Right to Company Assets. The benefits paid under this Agreement
will be paid from the general funds of the Company, and the Executive and his
beneficiaries will be no more than unsecured general creditors of the Company
with no special or prior right to any assets of the Company for payment of any
obligations hereunder.

        3.4 Amendment or Termination of Agreement. Prior to the Retirement Date,
the Company may amend, alter, modify or terminate the Agreement after giving the
Executive 60 days notice. If at the time of such notice, the Executive qualifies
for Early or Normal Retirement, the Executive may elect to retire during the 60
day notice period and if the Executive so elects the Company shall not
thereafter amend, alter, modify or terminate the Agreement. If the Company
terminates the Agreement prior to the Retirement Date and the Executive does not
elect or does not qualify for Early or Normal Retirement, the Company will pay
to the Executive upon termination of the Agreement an amount equal to 4% of the
Executive's Average Final Base Salary multiplied by that number of complete and
fractional years between the inception of this Agreement and the date of its
termination up to a maximum of 10 years.



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Calavo Supplemental Executive Retirement Agreement


        3.5 Protective Provisions. The Executive will cooperate with the Company
by furnishing any and all information requested by the Company, in order to
facilitate the payment of benefits hereunder, taking such physical examinations
as the Company may deem necessary and taking such other actions as may be
requested by the Company. If the Executive refuses to so cooperate, the Company
will have no further obligation to the Executive under this Agreement. In the
event of the Executive's suicide during the first two years of this Agreement or
if the Executive makes any material misstatement of information or
non-disclosure of medical history, then no benefits will be payable to the
Executive under the Agreement, except that benefits may be payable in a reduced
amount in the Company's sole discretion.

        4. BENEFICIARY DESIGNATION.

        The Executive will have the right, at any time, to designate any person
or persons as Beneficiary (both primary and contingent) to whom payment of
benefits under this Agreement will be made in the event of the Executive's
death. The Beneficiary designation will be filed in writing with the Company
during the Executive's lifetime on a form prescribed by the Company.

        The filing of a Beneficiary designation will cancel all prior
Beneficiary designations. Any finalized divorce or marriage (other than a common
law marriage) of the Executive subsequent to the date of a Beneficiary
designation will revoke such designation, unless, in the case of divorce, the
previous spouse was not designated as Beneficiary and unless, in the case of
marriage, the Executive's new spouse has previously been designated as
Beneficiary. The spouse of a married Executive domiciled in a community property
jurisdiction must join in any designation of a Beneficiary other than the
spouse.

        If the Executive fails to designate a Beneficiary as provided above, or
if the Beneficiary designation is revoked by marriage, divorce, or otherwise,
without execution of a new designation, or if every person designated as
Beneficiary predeceases the Executive or dies prior to distribution of the
Executive's benefit, then the Company will direct the distribution of such
benefits to the Executive's estate.

        5. MISCELLANEOUS.

        5.1 Nonassignability. The benefits provided under this Agreement may not
be alienated, assigned, transferred, pledged or hypothecated by any person, at
any time, or to any person whatsoever. These benefits will be exempt from the
claims of



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Calavo Supplemental Executive Retirement Agreement


creditors or other claimants and from all orders, decrees, levies, garnishment
or executions to the fullest extent allowed by law.

        5.2 Withholding. The Executive and any Beneficiary will make appropriate
arrangements with the Company for satisfaction of any federal, state or local
income tax withholding requirements and social security or other employee tax
requirements applicable to the payment of benefits under this Agreement. If no
other arrangements are made, the Company may provide, at its discretion, for
such withholding and tax payments as may be required.

        5.3 Applicable Law. This Agreement will be governed by the laws of
California except where preempted by the Employee Retirement Income Security Act
of 1974, as amended.

        The undersigned have entered into this Agreement as of the day and year
first above written.


                                             Calavo Growers of California

                                             By  /s/ LECIL E. COLE
                                                 -----------------------------
                                             Its Chairman of the Board
                                                 -----------------------------
                                              /s/ Egidio Carbone
                                             ---------------------------------
                                                      the "Executive"





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