BLUE DIAMOND

                                        &

                                   DIAMOND OF

                                   CALIFORNIA



                                    TRADEMARK

                                    AGREEMENT





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             BLUE DIAMOND/DIAMOND OF CALIFORNIA TRADEMARK AGREEMENT



      THIS AGREEMENT is made effective as of the 1st day of July, 2002 by and

between CALIFORNIA ALMOND GROWERS EXCHANGE, a California agricultural

cooperative corporation of Sacramento, California doing business as BLUE DIAMOND

GROWERS ("Blue Diamond"), and DIAMOND WALNUT GROWERS, INC., a California

agricultural cooperative corporation of Stockton, California doing business as

DIAMOND OF CALIFORNIA ("Diamond of California").



                                    RECITALS



      A. Blue Diamond and Diamond of California previously entered into an

agreement dated September 9, 1998 (the "1998 Agreement") with respect to the use

and registration of their respective trademarks throughout the world for the

purpose of avoiding confusion between , their respective trademarks. By

amendment to the 1998 Agreement dated August 1, 2001, the parties agreed to

extend the termination date of the 1998 Agreement from September 8, 2001 until

June 30, 2002.



      B. Blue Diamond and Diamond of California desire to enter into a new

Agreement with respect to the use and registration of their respective

trademarks for the primary and ongoing purpose of avoiding confusion between

their respective trademarks and for the further purpose of providing for certain

additional uses by the parties of their trademarks not permitted under the 1998

Agreement for a ten (10) year term without prejudice to their existing trademark

rights with respect to each other.



                                    AGREEMENT



      NOW, THEREFORE, the parties agree as follows:



1.    Definitions.



      As used in this Agreement, the following terms shall have the following

meanings:



      (a) The term "BLUE DIAMOND marks" shall mean the word mark BLUE DIAMOND

and the marks shown in United States Registration Nos. 141,883; 159,301;

855,648; 873,150; 1,271,726; 1,308,186; 1,371,549; 1,831,464; 1,838,037;

2,001,151; and 2,018,640, all owned by Blue Diamond.



      (b) The term "DIAMOND marks" shall mean the word marks DIAMOND, DIAMOND OF

CALIFORNIA, DIAMOND WALNUT KITCHENS and the marks shown in United States

Registration Nos. 130,162; 511,213; 724,880; 1,299,723; 1,299,727; 1,365,849;

1,801,304; and 1,890,026, all owned by Diamond of California.



      (c) The term "raw" with reference to nuts, whether shelled or inshell,

shall mean nuts which are neither roasted nor seasoned.



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2.    Registration of Trademarks.



      (a) Blue Diamond may register its BLUE DIAMOND marks throughout the world

for all types of nuts, for products in which nuts are the principal ingredient

and for services relating thereto.



      (b) Diamond of California my register its DIAMOND marks throughout the

world for all types of nuts, for products in which nuts are the principal

ingredient and for services relating thereto.



3.    Blue Diamond Use of Trademarks.



      (a) Except as provided in sections 3(b) through 3(e), inclusive, below,

Blue Diamond may use its BLUE DIAMOND marks throughout the world for all types

of nuts, for products in which nuts are the principal ingredient and for

services relating thereto.



      (b) Blue Diamond may not use its BLUE DIAMOND marks anywhere in the world

for walnuts, for products in which walnuts are the principal ingredient or for

services relating thereto except as provided in section 3(c) below; provided any

such use of its BLUE DIAMOND marks as permitted under section 3(c) shall be

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