

   RECORDING REQUESTED BY

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389

   WHEN RECORDED MAIL TO

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389



                WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT

                             CONTRACT AMENDMENT
                         CHANGE IN DESIGN CRITERIA,
             CLASS OF SERVICE AND DATE OF INITIATION OF SERVICE
                              CONTRACT NO. 124

   THIS AGREEMENT is entered into on the date hereafter set forth by and
   between WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT, a California
   Water Storage District, hereafter called "District" and TEJON RANCH
   COMPANY, a California Corporation, hereafter called "Tejon."


                               R E C I T A L S

   1.   Tejon and District have executed a Water Service Contract
        entitled "Contract Between   Weeler Ridge-Maricopa Water Storage
        District and Tejon Ranch Company for Agricultural Water Service
        dated January 12, 1970, and recorded January 20, 1970, in Book
        4358, Page 858 of Official Records of Kern County.

   2.   Said Contract provides among other things, for the construction
        of Distribution System facilities by District to serve lands of
        Tejon as described therein, said facilities to be constructed in
        accordance with design criteria for the class of service set
        forth in the Contract.

   3.   Tejon has requested that for the lands designated in said
        contract as being in the Sl982 category of service, the following
        changes be made:

         a.  The design criteria with respect to location of turnouts,
             system capability for delivery of water, and delivery head
             be modified.
                                     5<PAGE>





        b.   Water Service be initiated to a portion of the above
             described area in 1980.

   4.   District has determined that the changes are consistent with the
        District's adopted project and that the cost of facilities to be
        constructed as a result of said request will be of no more cost
        than the facilities which would be required to provide service as
        set forth in the contract, and hence will have no detrimental
        effects on other landowners within the District's Surface Water
        Service Area provided the conditions hereinafter set forth in
        this Agreement prevail.


                              A G R E E M E N T


   NOW THEREFORE, it is agreed by the parties hereto as follows:

   1.   The parties hereto hereby amend said Water Service Contract by
        substituting Exhibit "A" hereto, Sheets 1 through 5 for the
        following sheets of Exhibit "A" of said Contract:  198 through
        201; 218 through 225; 238 through 241; 246 through 253; 258
        through 261; 278 through 281.  The purpose of this amendment is
        to define the class of service of said lands, identify the
        locations of the turnouts, set forth the maximum rate of
        deliveries, provide for change in time of initiation of service
        and for special conditions for prorate in time of shortage.  The
        lands described on Exhibit "A" hereto are in accordance with the
        Parcel Map No. 3338 Recorded January 17, 1977, in Book 17 of Maps
        at Page 78.

   2.   Design criteria to be used for the system to be constructed will
        be in accordance with the District's adopted design criteria
        except as the same is mended in the following particulars:

        a.   Turnouts will be located at other than the high point of the
             parcel of land served thereby and at the approximate
             location described in Exhibit "A" hereto.

        b.   The design will provide for a system capable of delivering
             seven (7) gallons per minute per acre to all lands described
             in Exhibit "A" hereto.

        c.   There will be no minimum delivery head established at the
             turnouts.

        d.   Standard District metering assemblies will be utilized.  Ten
             (10) inch meters will be installed at Turnouts 13B-1, 13B-2,
             13B-3, 13B-4, 13B-5, 13B-6, 13B-7 and 13B-8.  Eight (8) inch
             meters will be installed at Turnouts 13B-10 and 13B-ll.  Six
             (6) inch meters will be installed at Turnouts 13B-9, 13B-12
             and 13B-13.

                                     6<PAGE>





   3.   For the purposes of computing Contract Water Charges, all lands
        described on Sheet 1 of Exhibit "A" attached hereto and all lands
        described on Sheet 4 of Exhibit "A" hereto will each be
        considered in separate categories of service from other lands
        within the Surface Water Service area of the District.

   4.   Nothing in this agreement is intended to increase or decrease
        either the total number of acres included in said contract or the
        total contract amount of water included therein except for a
        deduction in area totaling 2.26 acres and 7 acre-feet caused by
        minor variations in land area between those shown in the contract
        and those set forth in the Parcel Map.

   5.   Tejon Ranch Company accepts all risks of timing of construction. 
        The District has the right to abandon the project if it is
        determined unreasonable from a timing standpoint for reasons
        including State's refusal to approve siphon turn-outs or
        unavailability of equipment.

   6.   The Construction works to serve the lands described its Exhibit
        "A" hereto are to be funded through a combination of remaining
        bond funds and District's general fund at an interest rate based
        on earnings of the District's general fund for the portion so
        funded, and with full power of the District Board to refund the
        project at any time to repay the general fund advance up to the
        whole thereof.

   7.   The lands described in Exhibit "A" hereof prior to 1982 shall not
        be included in any prorate of water for contract lands during
        periods of shortage; provided, in such event the District shall
        relieve said lands of charges arising under the Water Service
        Contract except for bond debt service which shall be deterred
        prorata for not to exceed five (5) years for any year the system
        is not utilized; the operating reserve fund which shall be paid
        during years of system use; and the special service charges which
        shall be paid on a current basis.  In 1982 and thereafter, said
        lands shall have the same priority for water service as any other
        lands in the Surface Water Service area of the District.

                                 Date of Execution:

                                 March 14, 1979











                                     7<PAGE>





   APPROVED AS TO FORM:
                                 WHEELER RIDGE-MARICOPA WATER
                                    STORAGE DISTRICT
   YOUNG, WOOLDRIDGE, PAULDEN
      AND SELF

                                 By:
   By:                                JERRY L. CAPPELLO, President
        A.C. PAULDEN

   Date:                              By:
                                      WILLIAM E. MOORE, JR., SECRETARY

                                 WATER USER:

                                 TEJON RANCH COMPANY



                                 By:


                                 By:






























                                     8<PAGE>





   RECORDING REQUESTED BY

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389

   WHEN RECORDED MAIL TO

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389




                WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT

                             CONTRACT AMENDMENT
                         CHANGE IN DESIGN CRITERIA,
             CLASS OF SERVICE AND DATE OF INITIATION OF SERVICE
                              CONTRACT NO. 124



   THIS AGREEMENT is entered into on the date hereinafter set forth by
   and between WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT, a
   California water storage district, hereinafter called "District", and
   TEJON RANCH COMPANY, a California corporation, hereinafter called
   "Tejon".


   1.   Tejon and District have executed a Water Service Contract
        entitled "Contract between Wheeler Ridge-Maricopa Water Storage
        District and Tejon Ranch Company for Agricultural Water Service"
        dated January 12, 1970, and recorded January 20, 1970, in Book
        4358, Page 858 of Official Records of Kern County.

   2.   Said Contract provides among other things, for the construction
        of Distribution System facilities by District to serve lands of
        Tejon as described therein, said facilities to be constructed in
        accordance with design criteria for the class of service set
        forth in the Contract.

   3.   Tejon had requested that for the lands designated in said
        contract as being in the S1982 category of service, the following
        changes be made:

        a.   The design criteria with respect to location of turnouts,
             system capability for delivery of water and delivery head be
             modified.

                                     9<PAGE>





        b.   Water service be initiated to a portion of the above
             described area in 1980.

   4.   Said Contract was amended to reflect those items mentioned above
        by Contract amendment entitled "Change in Design Criteria, Class
        of Service and Date of Initiation of Service" dated March 14,
        1979, and recorded March 20, 1979,  in Book 5183, Page 1742 of
        Official Records of Kern County.

   5.   Tejon has now requested that water service to the remaining
        portion of the lands included in the above-mentioned contract
        amendment be initiated in 1981, and has requested certain
        additional changes with respect to location of turnouts and
        turnout service areas.

   6.   District has determined that the changes are consistent with the
        District's adopted project and that the cost of facilities to be
        constructed as a result of said request will be of no more cost
        than the facilities which would be required to provide srvice as
        set forth in the contract, and hence will have no detrimental
        effects on other landowners within the District's Surface Water
        Service Area provided the conditions hereinafter set forth in
        this agreement prevail.


                              A G R E E M E N T

   1.   The parties hereto hereby further amend said Water Service
        Contract by substituting Exhibit "A" hereto, Sheets 1 through 6,
        for Exhibit "A" of Amendment dated March 14, 1979.  The purpose
        of this amendment is to futher define the class of service of
        said lands, identify the locations of the turnouts, set forth the
        maximum rate of deliveries, provide for change in time of
        initiation of service, and for special conditions for prorate in
        time of shortage.  The lands described on Exhibit "A" hereto are
        in accordance with the Parcel Map No. 3338 recorded January 

   2.   Design criteria to be used for the system to be constructed will
        be in accordance with the District's adopted design criteria
        except as the same is amended in the following particulars:

        a.   Turnouts will be located at other than the high point of the
             parcel of land served thereby and at the approximate
             locations described in Exhibit "A" hereto.

        b.   The design will provide for a system capable of deliveries
             seven (7) gallons per minute per acre to all lands described
             in Exhibit "A" hereto.

        c.   There will be no minimum delivery head established at the
             turnouts.


                                     10<PAGE>





        d.   Standard District metering assemblies will be utilized. 
             Meter sizes will be as shown on Exhibit "A" hereto.

   3.   For the purposes of computing Contract Water Charges, all lands
        described on Sheets 1 and 4 of Exhibit "A" attached hereto will
        be considered as a single category of service but as a separate
        category of service from other lands within the Surface Water
        Service Area of the District.

   4.   Nothing in this agreement is intended to increase or decrease
        either the total number of acres included in said contract or the
        total contract amount of water included therein.

   5.   Tejon Ranch Company accepts all risks of timing of construction. 
        The District has the right to abandon the project, either in
        whole or in part, if it is determined unreasonable from a timing
        standpoint for reasons including State's refusal to approve
        siphon turnouts or unavailability of equipment.

   6.   The construction works to serve the lands described in Exhibit
        "A" hereto are to be funded through a combination of remaining
        bond funds and District's general fund at an interest rate based
        on earnings of the District's general fund for the portion so
        funded, and with full power of the District Board to refund the
        project at any time to repay the general fund advance up to the
        whole thereof.

   7.   The lands described in Exhibit A" hereof prior to 1982 shall not
        be included in any prorate of water for contract lands during
        periods of shortage; provided, in such event the District shall
        relieve said lands of charges arising under the Water Service
        Contract except for bond debt service which shall be deferred
        prorata for not to exceed five (5) years for any year the system
        is not utilized; the operating reserve fund which shall be paid
        during years of system use; and the special service charges which
        shall be paid on a current basis. In 1982 and thereafter, said
        lands shall have the same priority for water service as any other
        lands in the Surface Water Service Area of the District.

   8.   This contract amendment supersedes the contract amendment dated
        March 14, 1979, recorded March 20, 1979, in Book 5183 at Page
        1742 of Official Records of Kern County mentioned in the fourth
        recital hereto. The terms conditions of the contract mentioned in
        recital one hereof shall remain in full force and effect except
        as the same may be expressly amended by Paragraphs one through
        seven of this Agreement.

                                 Date of Execution:

                                 March 14, 1979



                                     11<PAGE>





   APPROVED AS TO FORM:
                                 WHEELER RIDGE-MARICOPA WATER
                                    STORAGE DISTRICT
   YOUNG, WOOLDRIDGE, PAULDEN
      AND SELF

                                 By:
   By:                                JERRY L. CAPPELLO, President
        A.C. PAULDEN

   Date:                              By:
                                      WILLIAM E. MOORE, JR., SECRETARY



                                 WATER USER:

                                 TEJON RANCH COMPANY



                                 By:


                                 By:




























                                     12<PAGE>





   Recording Requested by:

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT, a California
   water storage district, as
   Official Business

   When Recorded Mail to:

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389

   RECORD AS A LIEN ON REAL PROPERTY




                WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT ASSUMPTION
                 AGREEMENT AND CONSENT TO TRANSFER OF INTEREST OF WATER
               USER RESULTING FROM TRANSFER OF REAL PROPERTY SUBJECT TO A
              CONTRACT FOR AGRICULTURAL WATER SERVICE (CONTRACT NO. 124D)



   THIS AGREEMENT is entered into on the date hereinafter set forth,
   between WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT, a California
   water storage district, hereinafter called "District", and TEJON RANCH
   COMPANY, a California Corporation, hereinafter called "Water User".


                               R E C I T A L S


   1.   Description:   The real property mentioned herein is that certain
        real property located in the unincorporated area of Kern County,
        California, described in Exhibit "A" hereto, which exhibit is
        incorporated herein by this reference.

   2.   Water Service Contract:   The Contract affected hereby and
        incorporated herein by this reference is identified by the
        following particulars: Dated January 20, 1970, recorded January
        20, 1970, in Book 4358, Pages 858 et seq., of Official Records of
        Kern County, California; as modified by Agreement dated January
        12, 1971 and recorded February 16, 1971, in Book 4487, Page 426,
        et seq., as amended by Contract Amendment dated May 12, 1976, and
        recorded in Book 4955, Page 1964, et seq., by and between
        District and Tejon Ranch Company, a California corporation.

   3.   Interest Acquired Subject to Water Service Contract:   By
        instrument dated January 11, 1980, recorded January 14, 1980 , at

                                     13<PAGE>





        the Office of the County Recorder of Kern County, California, in
        Book 5257, Page 2356 , Water User acquired an interest in the
        real property described herein which is subject to the terms and
        provisions of said Water Service Contract and amendments.

   4.   Representations:   Each party hereto is fully informed as to all
        the terms and provisions of said Contract and amendments; to the
        extent and nature of the obligations presently due and to become
        due by reason thereof; all current Rules and Regulations of the
        District to which said Contract and amendments are subject and
        all things and matters on file with the District and/or of public
        record regarding the performance of said Contract.

   5.   Purpose:   The parties wish to declare the effect or such
        transfer of interest and to provide written consent of the
        District to the assignment of the rights and obligations
        resulting therefrom

   6.   As used herein slngular includes plural and masculine gender
        includes the feminine.



               ASSUMPTION AGREEMMENT AND CONSENT TO ASSIGNMENT


   1.   Water User herein acknowledges that his interest in the real
        property described in Exhibit "A" hereto is subject to a lien
        created by said Contract and amendments, in accordance with the
        particulars mentioned in Exhibit A hereto and does expressly
        grant to District a lien against said real property to the same
        extent and effect as though Water User owned said real property
        at the time of execution of said Contract and amendments and had
        executed said Con-tract and amendments as a Water User at the
        outset.

   2.   Water User herein does hereby assume and agrees to perform all
        the obligations of Water User as set forth in said Contract and
        amendments to the same extent and effect as though Water User had
        executed said Contract and amendments as a Water User on the
        effective date thereof in accordance with the par ticulars
        mentioned in Exhibit "A" hereto.

   3.   District accepts said assignment resulting from the transfer of
        interest in the real property herein referred to and does
        acknowledge that it is obligated to said real property and Water
        User hereby to the same extent and manner as it was under sard
        Contract and amendments prior to the date hereof. The parties
        hereto acknowledge that nothing in this instrument is to be
        interpreted as waiving any of the rights of the District under
        said Water Service Contract or any interest it now has under its
        existing lien rights in said real property and further

                                     14<PAGE>





        acknowledge that District is not to be bound by any
        understanding, representation or agreement, other than a written
        agreement to which the District has given its written consent,
        between Water User herein and any of its predecessors in interest
        in the real property affected hereby regarding the performance of
        the obligations under said Water Service Con-tract and
        amendments, including but not limited to, any such matters
        regarding payment for current obligations arising from said
        Contract and amendments.

   4.   It is expressly understood that by the execution hereof District
        makes no representation that the obligations due District by
        reason of said Contract are current and/or any other
        representation, either express or implied, other than those which
        are expressly set forth herein.


   DATED:

                                 WHEELER RIDGE-MARICOPA
                                   WATER STORAGE DISTRICT


                                 By
                                      President

                                 By
                                      Secretary


   Approved as to form on

   YOUNG, WOOLDRIDGE, PAULDEN AND SELF


   By
        Attorneys for District


                                 WATER USER:

                                 TEJON RANCH CO.


                                 By:








                                     15<PAGE>
