<PAGE>   1
                                                                    EXHIBIT 10.3

LEASE AGREEMENT ENTERED INTO BY AND BETWEEN TEDE S.A. DE C.V., (HEREINAFTER
REFERRED TO AS "TEDE"), HEREIN REPRESENTED BY MR. MARIO TERAN DEL RIO, AND BY
CALAVO FOODS DE MEXICO, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE "COMPANY"),
HEREIN REPRESENTED BY MR. EVERETT J. TAYLOR, PURSUANT TO THE FOLLOWING RECITALS
AND CLAUSES:

                                   RECITALS:

I. - TEDE hereby declares that:

A. It is a company organized and existing under the Mexican General Corporation
Law, as per Public Instrument No. 22,582, executed before attorney LIC.
GONZALO GONZALEZ ALVAREZ, Public Notary No. 6 of the city of Mexicali, Baja
California, Mexico, having its corporate object the development and operation
of an industrial Park in the city of Mexicali, Baja California, Mexico.

B. MR. MARIO TERAN DEL RIO is its attorney-in-fact, as it appears in Public
Instrument No. 22,582/Vol.262, executed before attorney GONZALO GONZALEZ
ALVAREZ, Public Notary No. 6 of the city of Mexicali, Baja California, Mexico.

C. TEDE'S registration number at the Federal Registry of Taxpayers is:
TED-781027-R72.

D. The address at which it has its principal place of business is: CARRETERA
UNION MARAN #1001, PARQUE INDUSTRIAL MARAN, MEXICALI, BAJA CALIFORNIA, MEXICO.

E. TEDE has established an Industrial Development, hereinafter referred to as
the Maran Industrial Park, as more specifically shown and illustrated on in
Exhibit "A", which is attached hereto and made a part hereof.

F. The parties desire to enter into a Lease of part of lot number 9, located
in the Industrial Park and of certain Improvements that will be constructed on
the land. The land and the Improvements together shall hereinafter be referred
to as the Leased Property as shown in block diagram referred to as Exhibit "B",
which is attached hereto and made a part hereof. TEDE also states that there
are no existing liens other than non-delinquent taxes or existing mortgages.

G. That it has previously applied for and obtained financial loans through
Mexican and Foreign Banking and Lending Institutions, with which funds,
building and Improvements located in the Industrial Park, were constructed.

H. That TEDE is authorized to use the land described on Recital I.F., and is
duly authorized by its owner, Maran de Mexicali, S.A. de C.V., from which Mario
Teran del Rio is the President and attorney-in-fact as it appears in Public
Instrument No. 12,578/Vol. 198, executed before attorney GONZALO GONZALEZ
ALVAREZ, Public Notary No. 6 of the city of Mexicali, Baja California, Mexico,
and has the right to use the property without obtaining consent of another
party.
<PAGE>   2
II.--COMPANY hereby declares that:

A. It is a company organized under the Mexican General Corporation Law as per
Public Instrument No. 29,034 executed on 26-09, 1994 before attorney F. Diaz
Ceballos Notary Public No. 4 of the city of Mexicali, Baja California, Mexico.

B. Mr. Everett Jerome Taylor verifies his capacity as attorney in-fact of
COMPANY as per Public Instrument No. 29,034 executed on 26-09, 1994 before
attorney F. Diaz Ceballos, Notary Public No. 4 of the city of Mexicali, Baja
California, Mexico.

C. COMPANY'S registration number at the Federal Registry of Taxpayers is:
CFM-940926-K48.

D. The address at which it has its principal place of business is: CALLE
ELECTRA #1099, PARQUE INDUSTRIAL MARAN, MEXICALI, B.C., Mexico.

E. That it wishes to enter into a Lease Agreement on the Land and Improvements
described on Recital I.F. described herein above. The land area is 103,983.79
FT(SQUARED) (ONE HUNDRED AND THREE THOUSAND NINE HUNDRED AND EIGHTY THREE POINT
SEVENTY NINE SQUARE FEET). The covered area is 53,311 FT(SQUARED) (FIFTY THREE
THOUSAND THREE HUNDRED AND ELEVEN SQUARE FEET), including 3,000 FT(SQUARED)
(THREE THOUSAND SQUARE FEET) OF MAIN OFFICE/LUNCHROOM/RESTROOM AREAS. The Lessee
agrees to the layout and distribution illustration described and shown on
building layout labeled Exhibit "C", which forms an integral part of this Lease
Agreement.

F. TEDE hereby authorizes COMPANY, to partially occupy the Leased Property as
of November 15, 1994, without this implying acceptance of Improvements, so that
COMPANY may initiate installation of its equipment in the Leased Property, and
also obligates to have the Leased Property and Improvements operational by
December 15, 1994.

                                    CLAUSES:

I. SCOPE OF LEASE AGREEMENT.

On the express terms and conditions set forth hereinafter, the scope of this
Lease Agreement is as follows: TEDE hereby Leases to COMPANY and COMPANY hereby
Leases from TEDE the land in the Industrial Park as described on Exhibit "B",
which is attached hereto and made a part hereof, and the Improvements as more
specifically described hereinafter in this Lease Agreement, as shown on Exhibit
"D" of this Contract.

II. CONSTRUCTION BY TEDE.

A. TEDE will construct on the Land, at TEDE'S sole expense, in good and
workmanlike manner, certain Improvements which shall hereinafter be referred to
as the Improvements. Said


                                       2
<PAGE>   3
Improvements will be made in accordance with plans and specifications which
have been mutually approved by TEDE and COMPANY and such approval is hereby
acknowledged by the parties, as shown on Exhibits C & D.

TEDE shall deliver the premises complete and ready for occupancy 55 (Fifty five
days) working days (excluding acts of God) after the signing of this lease
Agreement, pursuant with recital II.F. and free of any construction related
liens.

B. TEDE will perform all construction with respect to the Improvements in
accordance with all laws, ordinances, regulations, and orders of governmental
authorities, and Industrial Park Regulations which are attached hereto as
Exhibit "E".

C. TEDE has constructed and installed Improvements serving the Leased Property,
including street pavements, curbs and gutters, street lighting & utilities,
including sanitary sewers, storm drainage, electricity, telephone and water
services within the streets or adjacent to the Leased Property, pursuant to the
Building plans and all requirements of the competent governmental agency that
has jurisdiction over the Leased Property.

III. INSTALLATIONS BY COMPANY.

A. COMPANY may, at its expense, install on the Leased Property, such trade
fixtures, equipment and furniture as it may deem necessary, provided that such
items are installed and are removable without damage to the structural integrity
of the Improvements. Said trade fixtures, equipment and furniture shall remain
the COMPANY'S property and, unless COMPANY is in default hereunder, shall be
removed by COMPANY upon expiration of the term hereof, or earlier termination of
this lease. COMPANY may also install temporary Improvements in the interior of
the Improvements upon the Leased Property, provided that such Improvements are
installed and are removable without damage to the structure of the building.
Such Improvements shall remain the property of the COMPANY and, unless COMPANY
is in default hereunder, shall be removed by COMPANY upon expiration of the term
hereof or earlier termination of this Lease. COMPANY shall repair, at its sole
expense, all damage caused by the installation or removal of trade fixtures,
equipment, furniture or temporary Improvements.

B. COMPANY shall perform all installations in accordance with all laws,
ordinances, regulations, order of governmental authorities, and the Industrial
Park Regulations which are attached hereto as Exhibit "E".

IV. LEASE TERM AND COMMENCEMENT DATE.

A. Lease Agreement. This Lease Agreement shall be effective from the date of
execution hereof until the same is terminated as provided hereinafter.

B. Term. The term of this Lease shall commence upon TEDE'S completion of the
Improvements listed on Exhibits C & D, with compliance with all necessary
governmental approval for occupation and COMPANY'S receipt of such Improvements
and the Leased Property, said term


                                       3
<PAGE>   4
shall end on the first full "Lease Term" (as said term is hereinafter defined).
In the event TEDE does not deliver the improvements and impairs the COMPANY'S
operation and/or installation of the equipment, on or before December 15, 1994,
then COMPANY may terminate this lease agreement.

C. Term. The term "Lease Term" as used herein shall mean a period of ten (10)
consecutive years, obligatory for both parties. The first Lease Term shall
begin on the date of commencement of the term hereof, provided that the date of
commencement of such term shall occur on the first day of a calendar month; if
this is not the case, then the first Lease Term shall commence upon the first
day of the immediately succeeding calendar month, following the date of
commencement of such term.

In the case of a succeeding Lease Term, if any, it shall commence on the
anniversary date of the first Lease Term. The COMPANY shall have the right to
terminate this agreement at the end of the fifth year, by means of presenting
TEDE a written notice no less than 6 month previous to the end of the 60th
(sixtieth) month and no later than the start of the 61st month. Furthermore, if
the first early termination option is not exercised, then the COMPANY shall have
a second option to terminate that must be exercised by presenting a written
notice to TEDE no less than 90 days prior to the end of the 96th month and no
later than the start of the 97 month.

V. RENT.

A. Lease. As initial monthly base rent for the Lease of the Land and the
Improvements during the Lease Term, COMPANY shall pay to TEDE at the address of
TEDE stated above, the monthly sum of $21,846.84 (TWENTY ONE THOUSAND EIGHT
HUNDRED FORTY SIX DOLLARS AND 84 CENTS U.S.CY.). The rent shall be paid during
the first 3 (three) days of each calendar month. Any payment made after this
period will be subject to remedies available to TEDE as described in clause
XIX.2.

1. The base rent shall be adjusted on the third year, using the cumulative
increment in the Consumer Price Index for all Urban consumers (National index)
from the first two years of the Lease Term. After this first adjustment, the
rent shall be adjusted annually at the start of each succeeding Lease Year (4th
year), using the cumulative increment for the previous year from which the
adjustment is made.

B. COMPANY will pay the rent provided for in the above paragraph "A", in pesos,
Mexican Currency, at the rate of exchange in the free foreign market on the
date such sums are due and payable, or in U.S. Dollars. TEDE'S option must be
in compliance with Mexico's laws of Foreign Exchange.

The foregoing will not be considered to impede or hinder TEDE'S possibilities
and rights under Clause XII (Twelve) to negotiate or assign this agreement to
Mexican, United States or other Foreign Banking or Lending Institutions.


                                       4
<PAGE>   5
C.   Building Expansion. If the building is expanded during the initial term of
the Lease Agreement, the following additional charge will be made on top of the
monthly rent stated on Clause V.A. of this Lease Agreement: As additional
monthly rent for the Expansion of the building during the initial Lease Term,
COMPANY shall pay to TEDE at the address of TEDE stated above, the additional
rent equivalent for the then current lease rate per square foot of covered area
per month, at the time that the expansion is completed. The lease rate will be
applicable only to the improvements made by TEDE in addition to the original
improvements described on exhibit D.

D.   Liquidated Damages. In the event this Lease Agreement is terminated by TEDE
due to a default of COMPANY prior to or during the first (1st) six (6) months of
the Lease Term, TEDE shall be entitled to keep and retain as liquidated damages,
all sums paid or deposited by COMPANY, as prepaid rent or as a security deposit,
in addition to any other rights of TEDE as provided for herein.

E.   Setoff. The payment of any rent due under this Lease, shall not be withheld
or reduced for any reason whatsoever, except as provided for herein, and COMPANY
agrees to assert any claim, demand, or other right against TEDE only by an
independent proceeding, except as provided for herein.

F.   Option to renew. TEDE hereby grants to COMPANY an option to renew the term
of this lease for two additional periods (Option terms) of 5 (Five) years each.
Each option term will be binding for TEDE and optional for COMPANY. Once COMPANY
exercises option to renew, the 5 (five) year option term will be obligatory for
both parties. Each option to renew for an additional 5 (five) years may be
exercised by COMPANY by giving written notice at least ninety (90) days prior to
the end of the first Lease Term, or any extension thereof that may be granted by
TEDE.

G.   Advanced termination of Lease Term. In the event that COMPANY is prevented
from using the Leased Property, as provided herein, as a consequence of any act
of the United States or Mexican authorities, be it administrative, executive or
judicial, which results in the appropriation, forcible purchase, or surrender
in any manner of the assets of COMPANY, or may otherwise result in the
prevention of CALAVO FOODS INC. or COMPANY of doing business in Mexico, or
subject to significantly increased costs, not due to CALAVO FOODS INC., or
COMPANY'S fault, including taxes of operating or doing business in Mexico,
imposed by either the United States or Mexican government, then, and in such
event, COMPANY shall have the right to give TEDE notice of termination of this
Lease. Said notice must be issued and delivered to TEDE no less than 2 months
in advance to the vacancy of the premises. COMPANY may also give such notice of
termination of this Lease in the event that, due to negligence, wrongful or
unlawful acts of TEDE, COMPANY is prevented from the quiet, peaceful and
interrupted enjoyment of the Leased Property. This clause shall be effective
after the end of the 5th (Fifth) consecutive Lease Year.

VI.  USE.

The Leased Property shall be used and occupied for any lawful industrial
purpose, including the



                                       5

<PAGE>   6

processing of avocado or other food products, not in violation of the
Industrial Park Regulations attached hereto as Exhibit "E", such processing
activity is not in violation of the Industrial Park regulations, or any other
contractual restrictions. COMPANY shall promptly and adequately comply with all
laws, regulations, ordinances and orders of all governmental authorities
affecting the Leased Property, and its cleanliness, safety, hygiene and labor
facilities applicable to the COMPANY'S use of the Leased Property, including
and specially those of a sanitary and environmental nature. COMPANY shall not
perform or omit any actions that may damage the Leased Property (ordinary wear
and tear accepted), or be a nuisance, or menace to the other occupants of the
Industrial Park.

COMPANY shall be exclusively liable for any and all damages, fines or other
costs originated by its failure to abide by the above referred provisions.
COMPANY receives the Leased Property free of any pollutants or contamination in
the soil or its improvements and in the same conditions shall deliver it back
to TEDE upon termination hereof. COMPANY shall take all clean-up actions and be
liable for all costs incurred thereof. This clause shall survive termination of
this agreement.

VII. INSURANCE

A. Fire and other Insurance. During the Lease Term, COMPANY, at its sole
expense, shall obtain and maintain in full force an insurance policy covering
the greater amount of either N$3,875,000 New Pesos Mexican Currency (THREE
MILLION EIGHT HUNDRED AND SEVENTY FIVE THOUSAND NEW PESOS) or $1,250,000 U.S.
Dollars (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS U.S. Cy), as
insurance for fire, lightning, falling aircraft, smoke, windstorm, earthquake,
hail, vehicle damage, volcanic eruption, strikes, civil commotion, vandalism,
riots, malicious mischief, and flood insurance, on the Leased Property. The
insurance amount shall be adjusted annually by TEDE, to reflect changes in the
property values, and the insurance policy coverage must be modified accordingly
by the COMPANY. TEDE shall be named the COMPANY'S beneficiary on this policy.

B. Comprehensive Liability Insurance. During the Lease Term, COMPANY shall, at
its own expense, obtain and maintain in full force a policy of comprehensive
liability insurance including property damage, that insures both COMPANY and
TEDE (and such other agents and employees of TEDE, TEDE'S subsidiaries or
affiliates, or TEDE'S assignees or any nominee of TEDE holding any interest in
the Leased Property, including without limitation, the holders of any mortgage
encumbering the Leased Property) against liability for injury to persons and
property and for death of any persons occurring in or about the Leased Property.

The liability insurance shall be in the amount of no less than $1,000,000 U.S.
dollars (ONE MILLION DOLLARS U.S. Cy.), or its equivalent in Mexican Currency.

C. Business Interruption and other insurance. COMPANY shall also obtain and
maintain annual Business Interruption insurance in the amount of the annual
rent provided for herein in favor of TEDE. COMPANY shall be responsible for
maintaining insurance on all of COMPANY'S own property. Except for insurance
upon COMPANY'S property, TEDE or its appointee shall be


                                       6
<PAGE>   7
named the COMPANY'S beneficiary of any and all proceeds from any and such
policy or policies, as TEDE'S interest may be.

D. Form and Delivery of Policies. Each insurance policy referred to in the
preceding paragraphs shall be in a form approved by the Department of Finance
and Public Credit and written with one or more companies licensed to exercise
insurance in Mexicali, Baja California, Mexico, and the policies shall provide
that it shall not be subject to cancellation or change, except after at least
30 (Thirty) days prior notice to TEDE. The policies, or duly executed
certificates for them, together with copies of receipts for payment of the
premiums thereof, shall be delivered to TEDE prior to the Commencement Date of
the Lease Term, as provided in Clause IV hereof.

All documents verifying the renewal of such policies shall be delivered to TEDE
at least 30 (Thirty) days prior to the expiration of the term of such coverage.
Prior to the Commencement Date of the Lease Term, each party shall procure and
maintain such insurance covering its own liability and property as each deems
appropriate.

E. Both parties mutually release the other from, and waive subrogation with
respect to responsibility due to damage or loss of their respective properties,
which damages or losses are covered by the insurance policies herein above
described, regardless if the amount of insurance is not sufficient to cover the
losses, provided that the policy then in effect, complied with the requirements
listed on Clause VII.A. of this Lease Agreement.

VII. TAXES AND ASSESSMENTS.

Property taxes are paid by TEDE and with the exception of the income tax and
asset tax imposed on TEDE, which shall be borne by TEDE, COMPANY shall pay all
taxes and assessments of every kind which are or may be levied at any time
during the Lease Term against the Leased Property, the Lease Agreement or the
COMPANY, including but not limited to, Value Added Tax (IVA), gross sales tax
and all such taxes and assessments, levied by any federal, state or municipal
government, or any other governmental authority.

All such taxes and assessments shall be paid by the COMPANY, and receipt
showing the payment of such taxes and assessments delivered to TEDE at least
ten (10) days before such taxes and assessments become delinquent.

COMPANY also agrees to pay all taxes and assessments of every kind levied upon
any and all personal property of COMPANY, its successors and assigns, whether
same shall be or may become alien upon the Leased Property. All such taxes and
assessments shall be paid by COMPANY before the same become delinquent. In the
event that this contract is recorded at the Public Registry of Property, the
COMPANY shall pay all costs of such recordation, including, but not limited to,
notary fees, charges, and taxes required in connection therewith.


                                       7
<PAGE>   8
IX. WARRANTY, REPAIRS, ALTERATIONS AND IMPROVEMENTS.
A. TEDE,
1. If, at any time during the term of the initial Lease, or extension thereof,
after receipt of written notice from COMPANY, TEDE at its expense, shall with
minimum interference with COMPANY'S normal use of the Leased Property,
diligently proceed to repair any structural defects or manufacturing defect in
the roof or exterior bearing walls, foundations and production area floor
drains, including normal use, wear and damage.

TEDE shall not be liable for any damages, and shall not be obligated to make
any repairs, caused by any negligent act or omissions of COMPANY, its
employees, agents, invitees, or contractors. TEDE shall have no other
obligation to maintain or repair any other portion of the Leased Property. TEDE
shall not be liable to COMPANY for any damage resulting from TEDE'S failure to
make any repairs, unless COMPANY has notified TEDE of the need for such
repairs, and TEDE has failed to commence such repairs within five (5) working
days after said notice has been given and failed to complete the same in a
diligent manner.

2. If TEDE fails to make the repairs described in Clause IX, "A", COMPANY may,
but shall not be required to, make or cause such repairs, to be made, and TEDE
shall, on demand, immediately pay to the COMPANY the actual cost of the repair,
or at COMPANY'S option, it may deduct from the due rent the cost of such
repairs, upon presenting to TEDE a receipt of such expenses. COMPANY may
exercise this option, provided that TEDE has not reimbursed COMPANY the above
referred cost within 10 (ten) calendar days.

B. COMPANY,
1. COMPANY, at its expense, shall keep and maintain in good order and repair,
except for normal use and wear, all of the Leased Property, except for those
obligations of TEDE stated in paragraph "A", 1, of this Clause including but
not limited to, all plumbing, sewage and other utility facilities that are
within the Leased Property, as well as fixtures, partitions, walls (interior
and exterior, including painting as often as necessary), floors, ceilings,
sinks, all air conditioning, cooling, heating and similar equipment or systems,
doors, windows, plate glass and all other repairs of every kind and character
to the Leased Property. COMPANY at its expense, shall repair all leaks except
those caused by structural or manufacturing defects. The plumbing facilities
shall not be used for any purpose other than that for which they were
constructed. The expense of any breakage, stoppage or damage resulting from a
violation of this provision, shall be paid by the COMPANY.

COMPANY shall store all trash only temporarily within the Leased Property, and
shall arrange for the regular pickup of trash at COMPANY'S expense. COMPANY
shall not burn any trash of any kind in or about the Leased Property or the
Industrial Park.

2. COMPANY shall have the right at its discretion, to make alterations and
improvements to the Leased Property, in the understanding that prior written
consent of TEDE will be required if the proposed improvement or alteration
exceeds a cost of US$10,000 Dollars or if it affects the structural integrity
of the Leased Property.


                                       8
<PAGE>   9
The installation of outside metal sheds or coverings is strictly prohibited,
unless written authorization is granted by TEDE.

3. COMPANY shall keep the Leased Property free and clear of all encumbrances
and liens arising out of acts or omissions of COMPANY including those arising
out of construction done or ordered by COMPANY. However, if by reason of any
work performed, materials furnished or obligations incurred by COMPANY with any
third party, or any other act or omission by COMPANY, TEDE is made liable or
involved in litigation, COMPANY shall hold harmless and indemnify TEDE
including any cost and expenses, and reasonable attorney's fees incurred by
reason thereof. Should COMPANY fail fully to discharge any such encumbrances of
liens within thirty (30) days after the date it has been instituted or fail to
provide a bond acceptable to TEDE in the event of a contest, TEDE, at its
option, may pay all or any part thereof. If TEDE pays any such lien or
encumbrances or any part thereof, COMPANY shall, on demand, immediately pay
TEDE the amount so paid, together with interest at the rate of twenty (20%)
percent per annum from the date of payment.

No lien or encumbrance of any character whatsoever created by an act or
omission by COMPANY shall in any way attach or affect the rights of TEDE on the
Leased Property.

X. UTILITY SERVICES.

During the term of this Lease Agreement, COMPANY shall promptly pay for any and
all public and other utilities and related services furnished to the Leased
Property, including but not limited to water, gas, electricity and telephone
charges.

XI. RIGHT-OF-WAY.

TEDE is hereby granted a right-of-way upon, without undue interference to the
COMPANY'S operation and prior 24-hr notice, where possible, over and under
the Leased Property for ingress, egress, installations, replacing, repairing
and maintaining all utilities, including but not limited to water, gas,
telephones and all electricity and any television or radio antenna system
serving the Leased Property. By virtue of this right-of-way it shall be
expressly permissible for providing the electrical and/or telephone company to
erect and maintain the necessary poles and other required equipment on the
Leased Property; provided that in exercising any right TEDE may have under this
Clause.

XII. ASSIGNMENT AND SUBLETTING.

A. COMPANY shall have the right, upon prior written consent of TEDE, to use or
transfer this Lease Agreement or any interest therein or permit the use of the
Leased Property by any individual, corporation or entity. COMPANY also has the
right to Sublease all or part of the Leased Property, provided, however, that in
the event of any such assignment, transfer or Sublease, COMPANY shall remain
fully liable for all of its obligations under this Lease

                                       9
<PAGE>   10
Agreement. Subleasing will not constitute a waiver for the COMPANY to the rights
and obligations acquired in this Lease Agreement. Any profits made by the
COMPANY, while subletting, will be retained by COMPANY.

B. TEDE shall have the right to assign and reassign, from time to time, any or
all of the rights and obligations of TEDE in this Lease Agreement or any
interest therein, without COMPANY'S consent, provided that no such assignment
or reassignment shall impair any of the rights of COMPANY herein and provided
further that TEDE shall remain liable for all of its obligations under this
Lease Agreement. In the event of such assignment or reassignment, COMPANY shall
not diminish or withhold, unless otherwise agreed upon herein, any of the rents
payable hereunder by asserting claims against such assignee, any defense,
setoff, or counter claims which COMPANY may have against TEDE or any of its
affiliates.

XIII. SUBORDINATION.

During the term of this Lease Agreement, TEDE shall have the right to encumber
its interest in the Leased Property or in this Lease Agreement for any purpose
it deems convenient and COMPANY shall and hereby does subordinate its interest
in this Lease Agreement and in the Leased Property to such encumbrance.
However, in the event such encumbrance is foreclosed or judicially enforced,
the one who holds the encumbrance shall agree to respect this Lease Agreement
and accept the performance by COMPANY of its obligations hereunder.

COMPANY shall execute any agreement which may be required by TEDE in
confirmation of such subordination and submit whatever public financial data
may normally be requested by any trust, insurance company, bank or other
recognized lending institution.

Once that TEDE shall have notified COMPANY in writing that the former has
assigned its interest in this Lease Agreement to any lending institution as
security for a debt or other obligation of TEDE, TEDE shall not have the power
to amend this Lease Agreement so as to reduce the rent, decrease the term or
modify or negate any substantial obligation without the written consent of such
lending institution. Such obligation shall continue until the lending
institution shall have notified COMPANY in writing that such assignment has
been terminated, on the understanding that if TEDE fails to obtain such lending
institution's approval to carry out the foregoing, the amendment of the term
above mentioned shall have no effect whatsoever against such lending
institution.

In addition, if the lending institution notifies the COMPANY in writing
requiring the payment of rents hereunder directly to such lending institution
or its representative, then COMPANY shall be obligated to pay to such lending
institution or its representative each subsequent monthly rental coming due
under this Lease Agreement (together with any unpaid rent then past due), until
the date on which such lending institution notifies COMPANY authorizing payment
of rent to TEDE or other party entitled thereto.

COMPANY understands and agrees that except for the security deposit mentioned
in Clause

                                       10
<PAGE>   11
XXVII of this Lease Agreement, TEDE may not collect any rent more than one (1)
month in advance and COMPANY, at the request of TEDE shall provide a statement
that no such advanced payment has been made, such document shall be binding
upon COMPANY as against the lending institution to which this Lease Agreement
may be assigned. In addition, the lending institution shall not be bound to
recognize those payments made to TEDE after the COMPANY has received notice
requiring payments to be made to such lending institution.

XIV. ACCESS TO LEASED PROPERTY.

Without undue interference to COMPANY's operation, TEDE or its authorized
representative shall have the right to enter the Leased Property during all
COMPANY business hours and in emergencies at all times, to inspect the Leased
Property and to make repairs, additions or alterations to the Leased Property
during all COMPANY's business hours. For a period commencing ninety (90) days
prior to the termination of this Lease Agreement or any extension thereof, TEDE
shall have access to the Leased Property during all COMPANY business hours for
the purpose of exhibiting it to prospective clients and may post usual for sale
or for lease signs upon the Leased Property. Except in case of emergency, TEDE
shall give notice to COMPANY before entering the Leased Property and COMPANY
shall have the right to accompany any representatives of TEDE and prospective
clients. TEDE herein states and obligates itself to not divulge or reveal to
third parties any proprietary information of COMPANY or industrial process used
by COMPANY.

XV.  DAMAGE OR DESTRUCTION.

A. Total. In the event that whole or a substantial part of the Leased Property
be damaged or destroyed by fire, act of nature or any other cause, so as to
make COMPANY unable to continue the operation of its business, TEDE, shall,
within 10 (ten) calendar days from such destruction, determine whether the
Leased Property can be restored within 3 (three) months and notify COMPANY of
said determination. If TEDE determines that the Leased Property cannot be
restored within 3 (Three) months, either TEDE or COMPANY shall have the right
and option to immediately terminate this Lease Agreement, by advising the other
thereof by written notice. If TEDE determines that the Leased Property can be
restored within said 3 (Three) months, TEDE shall, at its own expense, proceed
diligently to reconstruct TEDE's Improvements and in such event, TEDE shall
accept in lieu of rent during the period when COMPANY is substantially deprived
of the use of the Leased Property, any rental insurance proceeds which may be
payable pursuant to rental insurance provided for herein above.

B. Partial. In the event of partial damage caused to the Leased Property, TEDE
shall repair the Leased Property. During the period required for such repair
work of TEDE's Improvements, the rental payable hereunder by COMPANY shall be
equitably prorated to the interferences with COMPANY's use and possession of
the Leased Property occasioned by such damage and repair. All of the
determinations made by TEDE under this clause shall be reasonably made and in
good faith.

                                       11
<PAGE>   12
XVI. LIMITATION OF LIABILITY.

Except for intentional or negligent acts or omissions of TEDE, its agents or
employees, TEDE shall not be liable to COMPANY or to any other person whatsoever
for any loss or damage of any kind or nature caused by the intentional or
negligent acts or omissions of COMPANY or other occupants of the Industrial Park
or of adjacent property, or the public, or other causes beyond the control of
TEDE, including but not limited to failure to furnish or any interruption of any
utility or other services in or about the Leased Property.

COMPANY recognizes that additions, replacements and repairs to the Industrial
Park will be made from time to time, provided that the same shall not
substantially interfere with COMPANY's use and enjoyment of the Leased Property.

XVII. INDEMNIFICATION.

COMPANY agrees to indemnify and save TEDE harmless from any and all claims for
damages or losses of any kind or nature whatsoever, arising from negligent acts
or omission of COMPANY or its contractors, licensees, agents, invitees, or
employees, or arising from any accident, injury or damage whatsoever caused to
any person or property occurring in or about the Leased property, or the areas
adjoining the Leased Property and against all cost and expenses, including
attorneys' fees, incurred thereby.

TEDE agrees to indemnify and hold COMPANY harmless from any claim, demand or
action relation to or arising out of the presence of any hazardous material, on,
in or emanating from the Leased Property as of the date of Commencement of the
Lease Term.

TEDE agrees to indemnify and to hold COMPANY harmless from any claim, demand or
action deriving from injury or damage to COMPANY or its agents or employees and
from any and all liability for injury to third parties or damage to the property
of third parties arising from any negligent act or omission of TEDE, its agents,
contractees or employees while on or in the vicinity of the Leased Premises.
Furthermore TEDE indemnifies and holds COMPANY harmless from any liability
arising or derived from services performed in connection with any construction
or repairs to the Leased Property, made during the Lease Term by TEDE, TEDE's
employees, agents or by third parties contracted by TEDE. Consequently TEDE
warrants and guarantees that, to the best of TEDE's knowledge, the third parties
or employees of TEDE shall fully comply with all pertinent construction and
social security regulations, tax and labor laws and any other applicable laws or
regulations.

XVIII. NOTICES.

All notices under this Lease Agreement shall be forwarded to the addresses
mentioned in the Recitals above or such other addresses as may from time to time
be furnished by the parties hereto. Said notices shall be in writing and shall
be deemed given ten (10) days after the date of mailing thereof. Duplicate
notices shall be sent by certified airmail, postage prepaid or registered


                                       12
<PAGE>   13


mail, to such additional addresses as may from time to time be requested in
writing by the parties hereto.

XIX. COMPANY'S DEFAULT

Each of the following shall be a default of COMPANY:

     1. Vacation or abandonment of the Leased Property for more than 5 working
     days;

     2. Failure to pay any installment of rental due and payable hereunder upon
     the date when said payment is due, said failure continuing for a period of
     ten (10) days after written notice of such default;

     3. Default in the performance of any of COMPANY's covenants agreements or
     obligations hereunder, except default in the payment of any installment of
     rent, continuing for fifteen (15) days after written notice thereof is
     given from TEDE to COMPANY, without commencing to diligently cure the
     default, or with respect to a default which cannot be cured within such 15
     days, COMPANY having not commenced to cure such default and thereafter
     proceeding diligently to cure such default;

     4. A general assignment by COMPANY for the benefit of creditors;

     5. The filing of a voluntary petition in bankruptcy by COMPANY or the
     filing of an involuntary petition by COMPANY's creditors, said petition
     remaining undischarged for a period of sixty (60) days;

     6. The appointment of a Receiver to take possession of substantially all of
     COMPANY's assets or of this Leasehold, such attachment, execution or other
     seizure remaining undismissed or undischarged for a period of thirty (30)
     days after the levy thereof.

     7. Attachment, execution or other judicial seizure of substantially all of
     COMPANY's assets or this Leasehold, such attachment, execution or other
     seizure remaining undismissed or undischarged for a period of thirty (30)
     days after the levy thereof.

Upon occurrence of any one of the foregoing COMPANY's defaults, TEDE shall have
the right, at its option and in addition to other rights or remedies granted by
law, to do either of the following:

     A. Immediately rescind this Lease Agreement and eject COMPANY from the
     Leased Property.

     B. Claim specific performance. In the case of default as specified above,
     TEDE shall, in addition to all other remedies, have the right to declare
     and collect the entire unpaid balance of rent to the end of the last lease
     year of the existing Lease Term or extension



                                       13
<PAGE>   14



     thereof then in effect and also declare all other sums due to TEDE,
     immediately due and payable, plus interest at the rate of twenty percent
     (20%) per annum on said sums from the date of such declaration until paid
     in full.

In the event that the Land and the Improvements covered under this Lease
Agreement are Leased to another tenant during the remainder of the initial term
or extension thereof, and the COMPANY pre-pays the rent unpaid balance as a
result of this clause, TEDE shall promptly refund to COMPANY that portion of
rent paid by COMPANY pursuant to this paragraph which is allocable to the period
of the Lease Term during which the Leased Property was leased to another tenant
or otherwise used in a beneficial manner as well as any other allocable sums
paid by COMPANY to TEDE, less any loss or damage incurred by TEDE as a result of
COMPANY's default, or;

If such rent or other sums due to TEDE have not been paid by COMPANY, TEDE shall
add such amount(s) to COMPANY's unpaid balance of rent stated clause XIX B.

XX. RIGHT TO CURE DEFAULTS.

In the event of COMPANY's breach or default of any term or provision herein,
TEDE may, without any obligation to do so at any time after ten (10) days
written notice, cure such breach or default or make repairs to the Leased
Property for the account and at the expense of COMPANY.

If TEDE, by reason of such breach or default, provided TEDE is the prevailing
party in the event of a dispute, pays any money or is compelled to incur any
expense including attorneys' fees, the sums so paid or incurred by TEDE, with
all interest, cost and damages, shall be paid by COMPANY to TEDE on the first
day of the month following the incurring of such expenses. If any installment of
rent or any other payment is not paid promptly when due, it shall bear interest
of twenty percent (20%) per annum from the date on which it becomes due until
paid; but this provision is not intended to relieve COMPANY from any defaults in
the making of any payment at the time and in the manner herein specified.

The foregoing interest, expenses and damages shall be recoverable from COMPANY
by exercise of TEDE's remedies herein above set forth. Efforts by TEDE to
mitigate the damage caused by COMPANY's breach of this Lease shall not be
constructed to be a waiver to TEDE's right to recover damages under this Clause
XX. Nothing in this Clause affects the right of TEDE of indemnification by
COMPANY in accordance with Clause XVII herein above for liability arising prior
to the termination of this Lease for personal injuries or property damage.

XXI WAIVER.

In the event TEDE or COMPANY does not compel the other to comply with any of the
obligations hereunder, such action or omission shall not be constructed as a
waiver of a subsequent breach of the same or any other provision. Any consent or
approval shall not be deemed to waive or render unnecessary the consent or
approval of any subsequent or similar act by COMPANY or TEDE.

                                       14
<PAGE>   15
XXII. CERTIFICATES.

COMPANY shall, within ten (10) days of receipt of a written request made by
TEDE, deliver to TEDE a statement in writing, certifying that this Lease
Agreement is unmodified and in full force and effect (or if there have been
modifications that the same are in full force and effect as modified); the dates
to which the rent and any other charges have been paid in advance and, if that
is the case, that TEDE's Improvements have been satisfactorily completed. It is
intended that any such statement may be relied upon by any person, prospective
purchaser or lending institution interested in the Leased Property.

XXIII. HOLDING OVER.

If COMPANY should remain in possession of the Leased Property after the
expiration of this contract, COMPANY shall pay MARAN a monthly penalty
equivalent to 2 (Two) months rent as of the expiration date of the Lease
Agreement until COMPANY has delivered to TEDE the Leased Property or executed a
new Lease Agreement. This provision shall not be construed as granting any right
to COMPANY to remain in possession of the Leased Property after the expiration
of the Lease Term. COMPANY shall indemnify TEDE against any loss or liability
resulting from delay by COMPANY in surrendering the Leased Property, if such
loss or liability is founded on said delay. The parties agree that COMPANY shall
quit and surrender the Leased Property at the expiration of this Lease
Agreement, waiving the right provided by law.

XXIV. SURRENDER.

On the last day of the term of this Lease Agreement or the sooner termination
thereof, pursuant to other provisions hereof, COMPANY shall quit and surrender
the Leased Property, clean, in good conditions (normal wear and tear excepted)
together with all alterations, additions and Improvements that may have been
made in the same except furniture, machinery, fixtures and equipment owned by
COMPANY. Upon the termination of this Lease Agreement, COMPANY shall immediately
remove all of its property from the Leased Property. Any furniture or fixtures
not removed shall be deemed abandoned by COMPANY. COMPANY shall immediately
repair any and all damage caused to Leased Property in the removal of COMPANY'S
property.

XXV. QUIET ENJOYMENT.

TEDE Agrees that the COMPANY upon paying the rent and all other charges provided
for herein and upon complying with all of the terms and provisions of this Lease
Agreement, shall lawfully and quietly occupy and enjoy the Leased Property
during the Lease Term.

XXVI. ATTORNMENT.

COMPANY shall in the event any proceedings are brought for the foreclosure of or
in the event of exercise of the power of sale under any mortgage or Trust Deed
made by TEDE, its successors or assigns, encumbering the Leased Property or any
part thereof, if so requested, attorn to the


                                       15
<PAGE>   16
purchaser upon such foreclosure or sale and recognize such purchaser as the
Lessor under this lease.

XXVII. SECURITY DEPOSIT.

COMPANY, upon execution of this Lease Agreement, shall deposit the equivalent
of 3 (three) month's rent which will serve as the security deposit for the full
and timely performance of each term, provisions and obligations, including the
payment of rent. TEDE may, in addition to all other rights, use or retain the
whole or any of this security for the payment of any rent in default or for any
other sum due and payable to TEDE. Should COMPANY fully and timely perform with
all the obligations of this Contract, this Security Deposit or any of the
balance of the Security Deposit shall be refunded in full upon the expiration
of this Lease Agreement or any extension thereof. COMPANY shall not be entitled
to any interest on the security deposit.

XXVIII. HAZARDOUS MATERIALS

TEDE certifies that neither the land nor the building to be constructed thereon
contain hazardous substances as of the commencement of the Lease Term. The
COMPANY shall deliver to TEDE the leased property free of any hazardous
substances in the soil or in the improvements, in excess of the levels at which
applicable laws require remediation.

XXIX. MISCELLANEOUS.

A. This document contains all of the agreements and conditions made between the
parties and may not be modified orally or in any manner other than by a written
agreement signed by the authorized representatives of the parties.

B. If any term, covenant, condition or provision of this Lease, or the
application thereof to any person or circumstance, shall to any extent be held
by a court of competent jurisdiction, to be invalid, void or enforceable, the
remainder of the terms, covenants, conditions and provisions of this Lease or
the application thereof to any person or circumstance, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

C. In the event that either party should bring an action against the other
party for the possession of the Leased Property or for the recovery of any sum
due hereunder or because of the breach or default of any covenant in this Lease
Agreement, the prevailing party shall have the right to collect from the other
party its costs and expenses including attorney's fees.

D. Every payment and performance required by this Lease Agreement shall be paid
and performed precisely on the date specified for such payment or performance
and no delay or extension thereof shall be permitted.

E. The titles and subtitles in these Clauses of this document shall have no
effect on the interpretation of the terms and provisions contained in the Lease
Agreement.

                                       16
<PAGE>   17
F. The parties agree that this Lease Agreement shall be governed by the Laws of
the State of Baja California, Mexico. For everything pertaining to the
interpretation and compliance of this Lease Agreement, the parties thereby
expressly submit themselves to the jurisdiction of the Civil Courts of the city
of Mexicali, State of Baja California, waiving any other jurisdiction which
might be applicable by reason of their present of future domiciles or otherwise.

G. This Lease Agreement shall be executed in English and Spanish. However, in
the event of a dispute or an inconsistency regarding interpretation or meaning
of this Lease Agreement, the English version shall prevail.

H. Whenever the prior consent of either party, written or otherwise is
required as a condition for any act by the other party under this Lease
Agreement, or when the right of any one party is dependent on the other party
determining that something is acceptable, such party agrees not to unreasonably
withhold such consent, or determination of acceptability.

I. Each party shall execute such further documents as shall be requested by the
other party, but only to the extent that the effect of said documents is to
give legal effect to right and obligations stated forth in this Lease Agreement.

J. Submission of this instrument for examination or signing by COMPANY does not
constitute a reservation of or option to Lease and it is not effective as a
Lease or otherwise until execution and delivery by both TEDE and COMPANY.

K. This Lease and each of its covenants and conditions shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
assigns, subject to the provisions hereof. Whenever in this Lease a reference
is made to TEDE, such reference shall be deemed to the person in whom the
interest of the Lessor hereunder shall be vested. Any successor or assignee of
COMPANY who accepts an assignment or the benefit of this Lease and enters into
possession or enjoyment hereunder shall thereby assume and agree to perform and
be bound by the covenants and conditions thereof.

L. COMPANY hereby covenants to TEDE, and TEDE relies upon said covenant as a
material inducement to enter into this Lease, that COMPANY will deliver to
TEDE, concurrently with the execution and delivery hereof a Guaranty of this
lease in the form attached hereto as Exhibit "F", executed by
__________________ or any other Guarantor as may be acceptable to TEDE.

IN WITNESS WHEREOF, the parties have executed this Lease Agreement in the City
of Mexicali, Baja California, Mexico, on _____ day of _______, 199__.


/s/ MARIO TERAN DEL RIO
-----------------------------           ---------------------------------------
(LESSOR)                                                                (LESSEE)


WITNESS:                                WITNESS:
        ---------------------                   --------------------------------


                                       17
<PAGE>   18
                                                                       EXHIBIT A

                                  PARCELA 88-A

                                  [BLUEPRINT]


<PAGE>   19
                                                                       EXHIBIT B

                                  PARCELA 88-A

                                  [BLUEPRINT]
<PAGE>   20
                                                                       EXHIBIT C
                                 BLOCK DIAGRAM

                                   [DIAGRAM]

                             MARAN INDUSTRIAL PARK
                      CALAVO FOODS DE MEXICO, S.A. DE C.V.
<PAGE>   21
                                                                     EXHIBIT "E"

THIS EXHIBIT FORMS INTEGRAL PART OF THE LEASE AGREEMENT HELD BETWEEN TEDE, S.A.
DE C.V. AND (LESSEE), S.A. DE C.V. DATED _________________, 199_.

                             RULES AND REGULATIONS

                             MARAN INDUSTRIAL PARK

                                R E C I T A L S

1) The MARAN INDUSTRIAL PARK main activity is the leasing of facilities,
construction of buildings and industry plants for the national and foreign
industry and maquiladoras.

2) The regulations and ordinances shall be observed by lessors and lessees,
owners of installations and all the occupants that for some reason shall be
using the facilities of MARAN INDUSTRIAL PARK.

3) The construction of buildings for industrial use, the infrastructure and all
occupants that shall be using the facilities of MARAN INDUSTRIAL PARK.

4) The purpose of this Ordinance is to regulate the activities in MARAN
INDUSTRIAL PARK to maintain the good order and harmony among the occupants,
preserve the environment and architectural concepts; and protect the property
and amenities of the PARK.

To comply with the above mentioned, we have the following:

                                 C L A U S E S

FIRST - Use of the installations.

M.L.P. shall be used and occupied for the establishment of any national or
foreign industry, maquiladora, warehouse of raw materials and finished
products, in accordance with written agreements in each case and the
development plan of the PARK. Service areas shall be allocated to assist the
companies already established in M.I.P., landscaping and recreational areas for
the workers, employees and the executives of these mentioned companies.

SECOND - Prohibitions.

The occupants of M.I.P. shall not perform or omit any acts that may damage the
buildings nor affect the development of the PARK. Thus, the following actions
shall be restricted:

a) Underground constructions, awnings, apartments, tents or dwellings for
   living purposes.

b) The development of agricultural activities.

c) The opening of stores to sell retail, except those expressively permitted by
the PARK.

                                       18


<PAGE>   22
d) The storage of the materials out doors or outside of the buildings.

e) The handling of hazardous or explosive materials shall not be permitted
without a written consent from M.I.P. and shall be authorized by the government
and environmental officials.

f) The excessive emission of bad odors, dust, smoke and noise. There shall be
permitted only the necessary when a construction is being made, and alterations
or improvements are taking place to the existing buildings, and for short
periods of time and without causing nuisances to the other occupants nor the
installations of the PARK. The burn of any kind of trash shall not be
permitted.

g) Any kind of activity within the M.I.P. that may damage the property, its
cleanliness and safety shall not be permitted.

THIRD - Parking Area.
a) The parking spaces shall be used by the employees and the transportation
trucks of each facility for their normal activities. There shall one parking
space every 140 sq. meters in the production area and warehouses; and one
parking space every 35 sq. meters for the office area.

b) The repair and maintenance areas shall be constructed within the facilities.
Thus, shall not be permitted the repairing of automobiles in the parking spaces
nor the streets of M.I.P.

c) The streets of M.I.P. shall not be used for parking nor loading and
unloading.

d) The parking area shall not be used for storage of materials, accessories, raw
materials nor equipment. There shall be free passage for pedestrians along the
sidewalks.

FOURTH - Service Areas.
Each building shall have a service area, which in accordance with the lease
agreement, shall be assigned for a specific purpose and not in violation of the
regulations of M.I.P. Each service area shall be delimited by a fence with
entrances and exits for a free circulation along the streets of M.I.P.

FIFTH - Warehouses.
The spaces assigned for storage shall be kept out of sight and the storage of
any kind of materials and equipment outside of this area shall not be
permitted. The occupants of the facility shall be responsible that the stored
materials shall not cause any damage to the other occupants nor the
constructions of M.I.P.

SIXTH - Electric Installations and Air Conditioning Equipment.
All electrical installations and air conditioning equipment shall be placed
without causing damage to the structural integrity of the buildings of M.I.P.

SEVENTH - Signs.
Signs and advertisements shall be installed in the spaces provided for that
purpose. Any change of place for their installation shall require a written
approval of M.I.P.

EIGHT - Waste and Trash Containers.
Trash of any kind shall be placed in special containers and the occupants
shall arrange for the regular pickup of trash at its own expense.


                                       19
<PAGE>   23
NINTH - Construction of New Buildings.
The construction of new industrial buildings shall be at M.I.P. expense, unless
an existent mutual agreement. Said new buildings shall be constructed in
accordance with the plans and specifications of M.I.P. in the provided spaces.

TENTH - Alterations to the Existent Buildings.
There shall not be permitted any alterations to the existent buildings of the
leased property unless a written consent from M.I.P. is issued, and the Lessee
shall furnish the following information:

      a) Blue prints and specifications of the alteration to be made and shall
      be of good quality and resistant to fire.

      b) A list of materials to be used for these alterations or construction
      and shall be of good quality and resistant to fire.

      c) These alterations shall be performed in accordance with the laws and
      regulations of the government authorities of the State of Baja California.

      d) Once the authorized license for construction has been obtained, it
      shall be turned to M.I.P. along with the blue prints and projects sealed
      and approved by the official authorities.

ELEVENTH - Fire Precautions.
The occupants shall have in the occupied buildings an alarm system to detect
fires as well as the necessary equipment for the prevention and extinction of
any fire, and shall be in accordance to the laws and regulations of the fire
department. This system shall be specially requested when inflammable products
are to be handled or stored.

TWELFTH - Health Protection.
The occupants of each building shall have special care to keep in good health
and moral behavior within their installations, and shall have special devices
to prevent contagious or infectious ailments to affect their personnel.

THIRTEENTH
The rules and regulations in this Ordinance are mandatory to all the occupants
of MARAN INDUSTRIAL PARK and the violation to any of them shall cause a
violation of the Lease agreement between the Lessor and the Lessee.


/s/ MARIO TERAN DEL RIO
-----------------------                              --------------------------
(LESSOR)                                                               (LESSEE)


                                       20
<PAGE>   24
                                  EXHIBIT "F"

                                G U A R A N T Y

WHEREAS, TEDE, S.A. DE C.V., a Mexican corporation (hereinafter, referred to as
"LESSOR") is owner of certain real property in the city of Mexicali, B.C.
Mexico; and Calavo Foods de Mexico, S.A. de C.V.

WHEREAS, this Guaranty is given by Calavo Growers of California hereinafter
referred to as "GUARANTOR") to induce LESSOR to enter into a Lease Agreement,
with Calavo Foods de Mexico, S.A. de C.V., a Mexican corporation (hereinafter
referred to as "LESSEE"), as stated in corresponding Lease Agreement held
between LESSOR and LESSEE, dated ________________ (Hereinafter referred to as
the "Lease Agreement").

NOW, THEREFORE, in consideration of the foregoing, it is agreed:

1. OBLIGATION OF THE GUARANTOR. The GUARANTOR unconditionally guarantees to
LESSOR, its successor and assignees, the prompt, full and complete payment and
performance to LESSOR of all the conditions, covenants, obligations,
liabilities and agreements, of LESSEE as set forth in the Lease Agreement or
any extension thereof between LESSOR and LESSEE. This Guaranty extends to and
includes any and all interest due or liable to become due, together with all
attorney's fees, costs and expenses of collection incurred by LESSOR in
connection with any matter covered by this guaranty. The GUARANTOR's address is:

Calavo Growers of California
15661 Red Hill Avenue
Tustin, CA 92680
(714) 259-1166

2. TERM OF GUARANTY. The liability of the GUARANTOR shall continue until
payment is made and performance given pursuant to every obligation of the
LESSEE now due or hereafter to become due in accordance with the terms of the
Lease Agreement or any extension thereof, between LESSOR and LESSEE, and until
payment is made of any loss or damage incurred by LESSOR with respect to any
matter conserved by this Guaranty shall be irrevocable. Nothing contained
herein shall impose upon GUARANTOR any greater or different liability than is
or may be imposed on said LESSEE under the Lease Agreement except to pay LESSOR
attorney's fees, costs and expenses of collection incurred in proceeding
against GUARANTOR Hereunder.

3. CONSENT TO LESSOR ACTS. The GUARANTOR consents, without affecting the
GUARANTOR'S liability to LESSOR hereunder, That LESSOR may, without notice to
our consent of the GUARANTOR, upon such terms as it may deem advisable, to the
following:

                                       21
<PAGE>   25
     a. Extend, in whole or in part, by renewal or otherwise, any time of
     payment or performance on the part of LESSEE, provided for in the Lease
     Agreement;

     b. Release, surrender, exchange, modify, impair, or extend any period or
     duration, or any time for performance, or payment on the part of LESSEE,
     required by the Lease Agreement; and

     c. Settle or compromise any claim of LESSOR against LESSEE or against any
     other person, firm or corporation whose obligation is held by LESSOR as
     security to LESSOR under the Lease Agreement.

The GUARANTOR hereby confirms and affirms any such extension, renewal, release,
surrender, exchange, modification, impairment, settlement or compromise and all
acts shall be binding upon GUARANTOR who hereby waives all defense,
counterclaims or offsets which GUARANTOR might have solely by reason thereof.

4. WAIVER OF GUARANTOR. GUARANTOR Waives:

     a. Notice of acceptance of this Guaranty by:

     b. Notice of presentment, notice of nonperformance, notice of dishonor and
     notices of existence, creation or incurring of new or additional
     indebtedness or obligations, demands for payment or performance or protest
     of any obligations of LESSEE of LESSOR under the Lease Agreement;

     c. Notice of the failure of any person, firm or corporation to pay to
     LESSOR any indebtedness held by LESSOR as collateral security for any
     obligation of LESSEE to LESSOR under the Lease Agreement;

     d. Any right to require LESSOR to (i) proceed against LESSEE (ii) proceed
     against or exhaust any security or other lien or right of or held by LESSOR
     from LESSEE; or (ii) pursue any other remedy in the power of LESSOR
     whatsoever;

     e. Any defense, offsets or claims whatsoever; which LESSEE may have against
     LESSOR;

     f. Any defenses, offsets or claims arising from any governmental action or
     intervention which wholly or partially frustrates any or all of the
     purposes for which the Lease Agreement was entered into;

     g. Any defects in the perfection of the assignment pledge of the rents by
     failure to record the Lease Agreement or any instrument or assignment and
     pledge in the public Registry under Mexican Law.

5. REPRESENTATIONS BY GUARANTOR. GUARANTOR represents and warrants that at the
time of execution and delivery of this Guaranty, nothing exists to impair the
effectiveness of

                                       22
<PAGE>   26
the liability of GUARANTOR to LESSOR hereunder, or the immediate taking effect
of this Guaranty as the sole Agreement between the GUARANTOR and LESSOR with
respect to guaranteeing all of LESSEE's obligations to LESSOR under the Lease
Agreement.

GUARANTOR further represents and warrants the GUARANTOR is authorized to
execute and deliver this Guaranty and that the person executing this guaranty
is authorized to execute the same for and on behalf of GUARANTOR.

6. REMEDY OF LESSOR. In the event of any default on the part of LESSEE as
defined in the Lease Agreement, LESSOR may at its option proceed in the first
instance against GUARANTOR, jointly and severally, to collect any obligation
covered by this Guaranty, without first proceeding against LESSEE or any other
person, firm or corporation without first resorting to any property at any time
held by LESSOR as collateral security.

7. MODIFICATION OF AGREEMENT. The whole of this guaranty is herein set forth
and there is no verbal or other written agreement and no understanding or
custom affecting the terms hereof. This Guaranty can be remedied only by a
written instrument signed by the party to be charged therewith.

8. NON-WAIVER BY LESSOR. The liability of GUARANTOR under this guaranty shall
not be affected by the insolvency of LESSEE or LESSOR, at any time or by the
acceptance by LESSOR of security, notes, acceptance, drafts or checks or by
assignment, foreclosure or the other dispositions thereof by LESSOR presenting
or proving for allowance any secure or unsecured claim or demands or by LESSOR
acceptance to any compositions, planed reorganization, settlement, compromise,
divided payment or distribution; and GUARANTOR shall not be entitled to claim
any right in or benefit by reason of any such composition, plan or
reorganization, settlement, compromise, divided, payment or distribution, or in
by reason of any security held by LESSOR, of the proceeds to other dispositions
thereof; unless and until all of said obligations, liabilities and indebtedness,
together with interest, attorney's fees and costs due to LESSOR under this
Guaranty or under the Lease Agreements, shall have paid in full. Nothing
contained in this Agreement shall alter any of the right or remedies of LESSOR
against LESSEE. GUARANTOR authorizes LESSOR, without notice or demand and which
affecting the liability of GUARANTOR hereunder, from time to time to:

     a. Renew, compromise, extend, accelerate, or otherwise change the time for
     payment of, or otherwise change the terms of the indebtedness or any part
     thereof under the Lease Agreements, including increase or decrease of any
     amounts due thereunder or any rate of interests specified therein;

     b. Take and hold security for the payment of this Guaranty or the
     indebtedness guaranteed, and exchange, enforce, waive, release, any such
     security;

     c. Apply such security and direct the order or manner of sale thereof, as
     LESSOR in its discretion may determined and;

                                       23
<PAGE>   27
     d. Release or substitute any one or more of LESSEE or GUARANTOR may assign
     this Guaranty in whole or in part. GUARANTOR may assign this guaranty in
     whole or in part, provided that GUARANTOR shall remain liable for its
     obligations hereunder unless released therefrom by LESSOR or its
     successors and provided further that GUARANTOR shall first give LESSOR
     sixty (60) days prior written notice.

9. APPLICABLE LAW. This Guaranty is made in the State of California and the
rights and obligations of GUARANTOR hereunder shall be constructed and enforced
in accordance with the laws of the State of California. It is hereby expressly
understood and agreed by GUARANTOR that in the event a dispute arise as to the
performance of the obligations of GUARANTOR pursuant to this guaranty, any
action relating to this guaranty agreement shall be instituted and prosecuted
in the United States District Court for the Central District of California and
each party hereby waives the right to change of venue.

10. MISCELLANEOUS PROVISIONS. GUARANTOR agrees to pay to LESSOR a reasonable
attorney's fee and all other costs and expenses which may be incurred by LESSOR
in the collection or efforts to collect the indebtedness owed by LESSEE to
LESSOR pursuant to the Lease Agreement or in collection or efforts to collect
or enforcement at the sums due under this guaranty, provide that if GUARANTOR
is the prevailing party in any action or proceeding to enforce this Guaranty or
collects any amounts allegedly due hereunder; LESSOR should pay GUARANTOR a
reasonable attorney's fee and other costs and expenses which may be incurred by
GUARANTOR.

The paragraph headings of this guaranty are not part of this guaranty and shall
have no effect upon the construction and interpretation of any part hereof and
are inserted herein for convenience only.

In the event that any provisions hereof or any portion of any provisions hereof
shall be deemed to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other portion of said provisions or any
other provisions herein. All remedies herein conferred upon LESSOR shall be
cumulative and no one exclusive of any other remedy conferred herein or by law
or equity. Time is of the essence in the performance of each and every
obligation herein imposed.

GUARANTOR represents and warrants that it has all requisite power and authority
to enter into this Guaranty agreement and that neither the execution or
delivery of this Agreement or the consummation hereof nor the performance of
the terms hereof will conflict with or result in a breach of the terms,
conditions or provisions of or constitute a default under or result in the
creation of any lien pursuant to any other agreement of instrument under which
GUARANTOR is obligated.

11. ACKNOWLEDGMENT OF ASSIGNMENT. In the event this Guaranty is assigned to a
bank or other lending institution, the GUARANTOR shall furnish to such entity a
letter stating that the GUARANTOR acknowledges receipt of notice of an
assignment by LESSOR of said Guaranty;

                                       24
<PAGE>   28
that said guaranty is in full force and effect; that no changes to the guaranty
as originally executed have been made; that the GUARANTOR will not enter into
any modification of this guaranty without first obtaining prior written
approval thereof from said lender; that said lender may rely solely upon the
guaranty with respect to the lender's right to receive the rents in accordance
with the terms of the Lease Agreement; and that all payments made thereafter
shall be made to the lender or its assigns at such times not in conflict with
those permissible under the Lease Agreement, at such places or in U.S. Dollars
as directed by the lender or its assigns.

12. NOTICE OR DEFAULT. Notwithstanding any provision to the contrary herein
expressed or implied, no claim of default on the part of LESSEE or on the part
of GUARANTOR shall be made hereunder unless and until notice of such defaults
has been given to LESSEE as provided in the Lease Agreement and a copy thereof
mail to GUARANTOR by first class certified mail, postage prepaid at that
address shown on paragraph 1 of this Guaranty.

13. SUCCESSORS BOUND. This Guaranty is binding, jointly severally upon
GUARANTOR and its legal representatives and successors and shall inure to the
benefit of LESSOR, its legal representatives, successors, and assigns.

IN WITNESS THEREOF, GUARANTOR has signed this Agreement in the city of Tustin,
California, United States of America, on the 25 day of the month of October,
1994.

     By:  /s/ CHARLES REDMAN
        -------------------------------
     Its: Vice President
         ------------------------------
     ATTESTED

     By: /s/ EGIDIO CARBONE
        -------------------------------

     Its: Vice President
        -------------------------------

/s/ MARIO TERAN DEL RIO
---------------------------------------    -------------------------------------
LESSOR                                                                    LESSEE

                                       25
<PAGE>   29
                                   EXHIBIT D
THIS EXHIBIT FORMS AN INTEGRAL PART OF THE LEASE AGREEMENT HELD BETWEEN TEDE,
S.A. DE C.V. (TEDE) AND CALAVO FOODS DE MEXICO, S.A. DE C.V. (COMPANY), DATED
______________, 1994.


1. GENERAL DIMENSIONS AND AREAS

Lot size                103,983 sf
Building size           50,311 sf
Main office/lunch       3,000 sf
room/restrooms area

2. CONSTRUCTION MATERIALS AND ENGINEERING SPECIFICATIONS

Frame type:         Steel, rigid frame 3/8" web and 1/2" flanges

Roof material:      Galvanized steel

Wall construction:  Colored concrete block on front wall, steel side & back
                    walls made with brick & block skirting.

Minimum clearance:  26'3" - Center columns (Z-Plane)
                    22'10" - Eave

Roof insulation:    1" Spray-on Polyurethane foam or expanded polystyrene

Floors:             5" Thick, 3000 PSI concrete, fiber and 3/8" re-bar mesh
                    reinforcements

Column spacing:     72'2" Horizontally (X-Plane)
                    26'3" Vertically (Y-Plane)

Water distribution: 2" Pipe distributed on the perimeter of building per Calavo
                    requirements.

Drains:             Located on the following areas:
                    * Receive/wash area
                    * Sorting area
                    * Process room
                    * On the exterior part of the building (refuse band
                      cleaning)
                    All drains are made of plastic "vinylester" suitable for
                    food processing operation

Electrical:         TEDE will provide the first 500 KVA hook-up fees. Any
                    additional requirements shall be paid by COMPANY. 1,200 KVA
                    are available on the lot.
<PAGE>   30
Transformer:           TEDE will furnish a 500 KVA transformer to be used by
                       COMPANY for the installation of COMPANY'S substation.

Sewer:                 All production area drains will be installed on a
                       separate circuit from the rest of the building, for
                       monitoring purposes.

Roll-up door:          One 14' W x 16' H on receiving area, Two 10' x 10' on
                       shipping

Plenum exhaust:        Two (2) located on center of building for exhausting
                       stale air from top of cold rooms and improve system
                       efficiency.

Interior illumination: Metal Halide HID lamps for cold rooms and aisles. 40 foot
                       candles.

                       Sorting area & process room equipped with 4 tube
                       fluorescent lamps to provide a minimum of 80 foot candles
                       at desktop height. Also, all troffers complete with
                       covers to prevent debris to fall into rooms, according to
                       food preparation guidelines

Exterior illumination: Wall mounted high pressure sodium lamps and fixtures

Receiving docks:       2 truck capacity, gentle slope, equipped with sump pump

Shipping docks:        2 truck capacity, gentle slope, equipped with sump pump
                       and dock seals, located next to product holding room.

Storage room:          Included, 16' x 30'

3. COLD ROOM CONSTRUCTION

The following R-Factors will be applied to the cold room construction. Oriented
strand board (OSB) Panels will be used. Waterproof interior walls and floors are
included only on the sorting/process areas.

<TABLE>
<CAPTION>
                                                 (sf)
                    (ft)     (ft)      (ft)      ROOM           R-FACTOR   R-FACTOR   R-FACTOR
                  LENGTH    WIDTH    HEIGHT      AREA    WALL INSULATION       ROOF       ROOF
                  ------    -----    ------      ----    ---------------   --------   --------
<S>               <C>       <C>      <C>       <C>       <C>               <C>        <C>
Receiving Cooler 1    36       48        20     1,728            16.68        29.19          0
Receiving Cooler 2    36       48        20     1,728            16.68        29.19          0
Ripening rooms (5)    30       54        26     8,100            16.68        20.85          0
Pre-Process Cooler    40       48        20     1,920            16.68        29.19          0
Sorting area       75.01    66.55        26     4,992            16.68        20.85          0
Process Room       75.01    79.61        20     5,972            16.68        20.85          0
Holding Room       24.57    43.56        20     1,070            20.85        29.19      16.68
                                               ------
                                               25,510
</TABLE>
<PAGE>   31


4. MAIN OFFICE/LUNCHROOM/RESTROOMS
Wall construction:      Brick exterior wall to eliminate repainting, interior
                        partitions made according to Calavo's specs.

Air conditioning:       Standard. 12.5 ton system

Restrooms:              90 employees capacity, 25% male, 75% female

Cafeteria:              Up to 1,500 sf in area, as required by Calavo.

Exterior lighting:      13 pivoting head lamps

Flooring(1st.floor):    Ceramic tile

Flooring(2nd.floor):    High traffic carpeting

Exterior windows:       Tinted to reduce load on A/C System

Phone lines:            Four (4) included. Additional lines available upon
                        request. 30 day maximum lead-time.

5. EXTERIOR AREAS
Security:               Guard shack included. With inter-office
                        communication conduit.

Landscaping:            Low maintenance vegetation suitable for Mexicali's
                        climate.

Fencing:                Ornamental iron fence on the front part of the building,
                        chain link fence on the sides. Brick wall at the rear.

Sewer test area:        Included. To test production area effluents.
                        Independent of the rest of the sewer system.

Refuse area P/U:        Surrounded with concrete screen block, to blend in with
                        rest of building. Equipped with drains for easy
                        cleaning.

Parking:                According to code

ACCEPTED:


-------------------------
CALAVO FOODS DE MEXICO, S.A. DE C.V.(LESSEE)

/s/ MARIO TERAN DEL RIO
-------------------------
TEDE, S.A. DE C.V.(LESSOR)
<PAGE>   32
                                 MEXICALI, B.C.


                                     [MAP]