                                                             EXHIBIT 4.1
                                                             -----------

                     CERTIFICATE OF DESIGNATIONS OF
                       SERIES E-1 PREFERRED STOCK
                                   OF
                               CADIZ INC.

                     Pursuant to Section 151 of the
            General Corporation Law of the State of Delaware


     CADIZ INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that, pursuant to (i) the authority conferred upon the Board
of Directors by the Certificate of Incorporation of the Corporation,
(ii) the provisions of Section 151 of said General Corporation Law, and
(iii) the resolutions unanimously adopted by the Board of Directors of
the Corporation by action taken at a meeting on October 15, 2001, the
Board of Directors duly adopted resolutions providing for authorization
for issuance of 3,750 shares of the Corporation's Preferred Stock, par
value $.01 per share, designated Series E-1 Preferred Stock, which
resolutions are as follows:

          RESOLVED, that pursuant to the authority vested in the Board
     of Directors of the Corporation by the Certificate of
     Incorporation, the Board of Directors does authorize for issuance
     Three Thousand Seven Hundred Fifty (3,750) shares of Preferred
     Stock, par value $.01 per share, of the Corporation, to be
     designated "Series E-1 Preferred Stock" of the presently authorized
     shares of Preferred Stock.  The voting powers, designations,
     preferences, and other rights of the Series E-1 Preferred Stock
     authorized hereunder and the qualifications, limitations and
     restrictions of such preferences and rights are as follows:

          1.   RANKING.  The Series E-1 Preferred Stock shall, with
     respect to the payment of dividends and upon liquidation,
     dissolution, or winding up, rank (1) senior and prior to the
     Corporation's Common Stock, $0.01 par value per share (the "Common
     Stock"), and all other capital stock issued by the Corporation and
     designated as junior to the Series E-1 Preferred Stock
     (collectively herein called the "Junior Securities"), and (2) on a
     parity with any other class or series of Preferred Stock of the
     Corporation (the "Parity Securities").

          2.   DIVIDENDS.

               (a)  The holders of outstanding shares of Series E-1
     Preferred Stock shall be entitled to receive cumulative dividends.
     Such dividends shall be payable at the option of the Corporation in
     the form of either (i) cash at an annual rate, commencing
     immediately following issuance, equal to seven percent (7%) of the
     Liquidation Preference (as defined in Section 3 hereof), or (ii)
     fully paid and nonassessable shares of Common Stock (valued, for
     purposes of this Section 2 only, at the average Fair Market Value
     (as defined in Section 5(g) below) of the Common Stock during the
     ten (10) consecutive trading day period ending one day prior to the
     applicable Dividend Payment Date, as defined below) at an annual
     rate, commencing immediately following issuance, equal to nine
     percent (9%) of the Liquidation Preference.  If dividends are paid
     in Common Stock pursuant to clause (ii) above, the Corporation
     shall provide holders of the Series E-1 Preferred Stock with not
     less than five (5) days written notice prior to the applicable
     Dividend Payment Date.  Such dividends shall be payable semi-
     annually on January 15 and July 15 of each year (each of such dates
     being a "Dividend Payment Date" and each period between such dates
     (or the date of issue, if earlier) being a "Dividend Period")
     commencing on January 15, 2002, to stockholders of record of Series
     E-1 Preferred Stock on the respective date, not exceeding 15 days
     preceding such Dividend Payment Date, as shall be fixed for this
     purpose by the Board or an authorized committee of the Board
     ("Authorized Board Committee") in advance of payment of each
     particular dividend.  Dividends payable on the Series E-1 Preferred
     Stock for the initial Dividend Period and for any period less than
     a full period shall be computed on the basis of the actual number
     of days elapsed in a year of 365 days.  All dividends paid in
     Common Stock pursuant to this subparagraph (a) shall be deemed
     issued on the applicable Dividend Payment Date and paid pro rata to
     the holders entitled thereto.  All Common Stock which may be issued
     as a dividend with respect to the Series E-1 Preferred Stock will
     thereupon be duly authorized, validly issued, fully paid and
     nonassessable and free of all liens and charges.

               (b)  Dividends on Series E-1 Preferred Stock shall be
     fully cumulative and shall accrue (whether or not accrued or
     declared) from the date of issuance.  All dividends on the Series E-
     1 Preferred Stock shall be declared by the Board and paid by the
     Corporation to the fullest extent permitted by law.  Accumulated
     unpaid dividends for any past Dividend Periods may be declared by
     the Board (or an Authorized Board Committee) and paid on any date
     fixed by the Board (or an Authorized Board Committee).  The
     Corporation may deduct and withhold from dividends on Series E-1
     Preferred Stock any amounts required to be deducted or withheld by
     the Corporation under applicable law.  Except as provided above, no
     interest or sum of money in lieu of interest shall be payable in
     respect of any accumulated unpaid dividends.

               (c)  In no event, so long as any shares of Series E-1
     Preferred Stock are outstanding, shall any dividend whatsoever be
     paid or declared, nor shall any other distribution be made (either
     in cash or property) on or in respect of, nor shall any moneys or
     property be expended for the redemption, retirement, purchase or
     other acquisition of, outstanding shares of Junior Securities by
     the Corporation, nor shall any moneys or property be paid into or
     set apart, or made available for a sinking fund for the purchase or
     redemption of any shares of Junior Securities unless all dividends
     on all outstanding shares of Series E-1 Preferred Stock for all
     past Dividend Periods shall have been paid in full and the full
     dividends thereon for the then current Dividend Period shall have
     been declared and shares set apart sufficient for the payment
     thereof.  The provisions of the preceding sentence shall not apply
     to a dividend payable in shares of stock ranking junior to shares
     of Series E-1 Preferred Stock both in respect of the payment of
     dividends and in respect of all payments upon liquidation,
     dissolution or winding up of the Corporation.

               (d)  If, after dividends on all outstanding shares of
     Series E-1 Preferred Stock for all past Dividend Periods shall have
     been paid in full and the full dividends thereon for the then
     current Dividend Period shall have been declared and shares set
     apart sufficient for the payment thereof, in accordance with
     Section (c), the Board of Directors shall declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     out of funds legally available therefor, then such extraordinary
     dividend shall be declared pro rata on the Common Stock and the
     Series E-1 Preferred Stock treating the Series E-1 Preferred Stock
     as the greatest whole number of shares of Common Stock then
     issuable upon conversion of such Series E-1 Preferred Stock
     pursuant to Section 5.

          3.   LIQUIDATION PREFERENCE.  In the event of any voluntary or
     involuntary liquidation, dissolution, or winding up of the affairs
     of the Corporation, then, before any distribution or payment shall
     be made to the holders of any Junior Securities, and subject to the
     rights of creditors, the holders of Series E-1 Preferred Stock
     shall be entitled to be paid out of the assets of the Corporation
     in an amount in cash equal to $1,000.00 for each share outstanding
     plus any accrued but unpaid dividends thereon (which amount is
     hereinafter referred to as the "Liquidation Preference").  If the
     assets of the Corporation are not sufficient to pay in full the
     Liquidation Preference as well as any liquidation preference to
     holders of Parity Securities, then the holders of the Series E-1
     Preferred Stock and Parity Securities shall share ratably in such
     distribution of assets in accordance with the amount which would
     have been payable on such distribution if the amounts to which such
     holders were entitled were paid in full.  Except as provided in
     this paragraph 3, holders of Series E-1 Preferred Stock shall not
     be entitled to any distribution in the event of liquidation,
     dissolution, or winding up of the affairs of the Corporation.  For
     purposes of this Section 3 only, a "liquidation" shall include:
     (i) a merger or consolidation involving the Corporation as a result
     of which the holders of the Corporation's equity securities do not
     continue to hold, associated with or in exchange for their equity
     securities in the Corporation, a majority of the outstanding voting
     securities of the surviving entity in such merger or consolidation;
     (ii) a transaction or series of related transactions as a result of
     which the holders of a majority of the Corporation's outstanding
     equity securities prior to such transactions do not continue to
     hold a majority of the Corporation's outstanding equity securities;
     (iii) a sale of all or substantially all of the assets of the
     Corporation; (iv) a merger or consolidation involving Sun World
     International Inc., a Delaware corporation and a wholly-owned
     subsidiary of the Corporation ("Sun World"), as a result of which
     the Corporation does not continue to hold, associated with or in
     exchange for its equity securities in Sun World, a majority of the
     outstanding voting securities of the surviving entity in such
     merger or consolidation; (v) a transaction or series of related
     transactions as a result of which the Corporation does not continue
     to hold a majority of Sun World's equity securities; and (vi) a
     sale of all or substantially all of the assets of Sun World.

          4.   VOTING.  In all meetings of shareholders, the holders of
     shares of Series E-1 Preferred Stock shall be entitled to that
     number of votes equal to the number of shares of Common Stock
     issuable upon conversion of their Series E-1 Preferred Stock at the
     time the shares are voted, and shall be entitled to vote with the
     Common Stock (except where a separate class vote is required by law
     or by terms of this instrument).  So long as any shares of Series E-
     1 Preferred Stock remain outstanding, the Corporation shall not,
     without the approval of the holders of at least a majority of the
     outstanding shares of Series E-1 Preferred Stock, voting together
     as a single class, authorize any other stock having rights or
     preferences senior to or on a parity with the Series E-1 Preferred
     Stock.

          5.   CONVERSION.  Each share of Series E-1 Preferred Stock
     shall be convertible into shares of Common Stock both (i) at the
     option of the holder thereof at any time following issuance; and
     (ii) at the option of the Corporation provided that: (A) the
     Corporation converts all shares of Series E-1 Preferred Stock then
     outstanding and that (B) the closing bid price for the
     Corporation's Common Stock for any thirty consecutive trading day
     period ending not more than five (5) trading days prior to
     submission of notice of conversion has exceeded 140% of the Initial
     Conversion Price (as defined below) (the "Mandatory Conversion
     Minimum").  The number of shares of Common Stock issuable upon
     conversion of each share of Series E-1 Preferred Stock shall equal
     the Liquidation Preference for such share of Series E-1 Preferred
     Stock divided by the Conversion Price.  The Conversion Price shall
     be equal to the lesser of: (i) $7.50 or (ii) the average closing
     bid price of the Company's Common Stock during the fifteen (15)
     trading days from and including October 22, 2001 through and
     including November 9, 2001, subject to adjustment as set forth in
     this Certificate of Designations.  The Conversion Price obtained by
     the application of the formula in the preceding sentence, before
     any adjustments as set forth in this Certificate of Designations,
     is hereafter referred to as the "Initial Conversion Price."  The
     following provisions shall apply after the Series E-1 Preferred
     Stock becomes convertible:

               (a)  Any holder of shares of Series E-1 Preferred Stock
     electing to convert such shares into Common Stock shall surrender
     the certificate or certificates for such shares at the office of
     the Corporation (or at such other place as the Corporation may
     designate by notice to the holders of shares of Series E-1
     Preferred Stock) during regular business hours, duly endorsed to
     the Corporation in blank, or accompanied by instruments of transfer
     to the Corporation in blank, in form reasonably satisfactory to the
     Corporation and shall give written notice to the Corporation at
     such office that such holder elects to convert such shares of
     Series E-1 Preferred Stock.  Such written notice shall also
     instruct the Corporation where to deliver the certificate or
     certificates representing the Common Stock issuable upon such
     conversion.  The Corporation shall, as soon as reasonably
     practicable after such deposit of certificates for shares of Series
     E-1 Preferred Stock, accompanied by the written notice above
     prescribed, issue to the holder for whose account such shares were
     surrendered, or to his nominee, a certificate or certificates
     representing the number of shares of Common Stock to which such
     holder is entitled upon such conversion, and shall deliver such
     certificate or certificates in accordance with the instructions of
     the holder.  Conversion shall be deemed to have been made as of the
     date of surrender of certificates for the shares of Series E-1
     Preferred Stock to be converted and the delivery of written notice
     as hereinabove provided; and the person entitled to receive the
     Common Stock issuable upon such conversion shall be treated for all
     purposes as the record holder of such Common Stock on such date.

               (b)  In the event of an election by the Corporation to
     convert Series E-1 Preferred Stock into shares into Common Stock,
     all, and not less than all, of the outstanding shares of Series E-1
     Preferred Stock shall be converted automatically on the date of
     such election (the "Mandatory Conversion Date") without any further
     action by the holders of such shares and whether or not the
     certificates representing outstanding shares are surrendered to the
     Corporation or its transfer agent.  The Corporation shall not be
     obligated to issue certificates evidencing the shares of Common
     Stock issuable upon such conversion unless the certificates
     evidencing such shares of Series E-1 Preferred Stock are either
     delivered to the Corporation or its transfer agent as provided
     below, or the holder notifies the Corporation or its transfer agent
     that such certificates have been lost, stolen or destroyed and
     executes an agreement satisfactory to the Corporation to indemnify
     the Corporation from any loss incurred by it in connection with
     such certificates.  The Corporation shall cause to be mailed to
     each holder of Series E-1 Preferred Stock, by overnight courier
     service or by first class mail, postage prepaid, mailed not more
     than ten (10) business days following the Mandatory Conversion
     Date, at such holder's address as the same appears on the records
     of the Corporation (the "Mandatory Conversion Notice").  Each such
     notice shall specify (i) the Mandatory Conversion Date, (ii) the
     number of shares to be converted, and (iii) the place or places
     where certificates for such shares are to be surrendered for
     conversion.  Promptly following receipt of the Mandatory Conversion
     Notice, each holder of Series E-1 Preferred Stock shall surrender
     the certificate or certificates for such shares at the office of
     the Corporation (or at such other place as the Corporation may
     designate by notice to the holders of shares of Series E-1
     Preferred Stock) during regular business hours, duly endorsed to
     the Corporation in blank, or accompanied by instruments of transfer
     to the Corporation in blank, in form reasonably satisfactory to the
     Corporation.  Such written notice shall instruct the Corporation
     where to deliver the certificate or certificates representing the
     Common Stock issuable upon such conversion.  The Corporation shall,
     as soon as reasonably practicable following the Mandatory
     Conversion Date and after such deposit of certificates for shares
     of Series E-1 Preferred Stock, accompanied by the written notice
     above prescribed, issue to the holder for whose account such shares
     were surrendered, or to his nominee, a certificate or certificates
     representing the number of shares of Common Stock to which such
     holder is entitled upon such conversion, and shall deliver such
     certificate or certificates in accordance with the instructions of
     the holder.  Conversion shall be deemed to have been made as of the
     Mandatory Conversion Date irrespective of the date of surrender of
     certificates for the shares of Series E-1 Preferred Stock to be
     converted and the delivery of written notice as hereinabove
     provided; and the person entitled to receive the Common Stock
     issuable upon such conversion shall be treated for all purposes as
     the record holder of such Common Stock effective as of the
     Mandatory Conversion Date.  Following the Mandatory Conversion
     Date, all authorized shares of Series E-1 Preferred Stock shall
     resume the status of authorized but unissued shares of Preferred
     Stock, without designation as to series, until such shares are once
     more designated as part of a particular series by the Board of
     Directors.

               (c)  The Conversion Price shall be adjusted from time to
     time as follows:

                    (i)  In case the Corporation shall (A) pay a
     dividend or make a distribution on its shares of Common Stock in
     shares of Common Stock, (B) subdivide or reclassify its outstanding
     Common Stock in shares of Common Stock into a greater number of
     shares, or (C) combine or reclassify its outstanding Common Stock
     into a smaller number of shares or, (D) issue by capital
     reorganization or reclassification of its shares of Common Stock or
     otherwise (other than a subdivision or combination of its shares
     provided for above, or a reorganization, merger, consolidation or
     sale of assets provided for elsewhere in this Section 5) any shares
     of capital stock of the Corporation, then the conversion right and
     the Conversion Price in effect immediately prior to such action
     shall be adjusted so that the holder of any shares of the Series E-
     1 Preferred Stock thereafter surrendered for conversion shall be
     entitled to receive the number of shares of capital stock of the
     Corporation which such holder would have owned immediately
     following such action had such shares of the Series E-1 Preferred
     Stock been converted immediately prior thereto.  An adjustment made
     pursuant to this subparagraph shall become effective retroactively
     immediately after the record date in the case of a dividend or
     distribution and shall become effective immediately after the
     effective date in the case of a subdivision, combination or
     reclassification.  If, as a result of an adjustment made pursuant
     to this subparagraph, the holder of any shares of the Series E-1
     Preferred Stock thereafter surrendered for conversion shall become
     entitled to receive shares of two or more classes of capital stock
     of the Corporation, the Board of Directors shall determine in good
     faith the allocation of the adjusted Conversion Price between or
     among shares of such classes of capital stock, which allocation
     must be reasonably acceptable to the holders of a majority of the
     shares of the Series E-1 Preferred Stock.

                    (ii) In case the Corporation shall hereafter issue
     rights or warrants to all holders of its Common Stock entitling
     them to subscribe for or purchase shares of Common Stock (or
     securities convertible into Common Stock) at a price (or having a
     conversion price per share) less than the Conversion Price on the
     record date mentioned below, then the Conversion Price shall be
     adjusted so that the same shall equal the price determined by
     multiplying the Conversion Price in effect immediately prior to the
     record date mentioned below by a fraction, the numerator of which
     shall be the sum of the number of shares of Common Stock
     outstanding on the record date mentioned below and the number of
     additional shares of Common Stock which the aggregate offering
     price of the total number of shares of Common Stock so offered (or
     the aggregate conversion price of the convertible securities so
     offered) would purchase at such Conversion Price, and the
     denominator of which shall be the sum of the number of shares of
     Common Stock outstanding on such record date and the number of
     additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are
     convertible).  Such adjustment shall be made successively whenever
     such rights or warrants are issued and shall become effective
     immediately after the record date for the determination of
     stockholders entitled to receive such rights or warrants; and to
     the extent that shares of Common Stock are not delivered (or
     securities convertible into Common Stock are not delivered) after
     the expiration of such rights or warrants the Conversion Price
     shall be readjusted to the Conversion Price which would then be in
     effect had the adjustments made upon the issuance of such rights or
     warrants been made upon the basis of delivery of only the number of
     shares of Common Stock (or securities convertible into Common
     Stock) actually delivered.

                    (iii) In case the Corporation shall issue shares
     of its Common Stock (excluding shares issued (A) in any of the
     transactions described in Subsection (i) above, (B) to the Corporation's
     employees, including, without limitation, pursuant to exercise or
     conversion of options or other equity securities, under a plan or plans
     adopted by the Corporation's Board of Directors and approved by its
     shareholders (if required), if such shares would otherwise be
     included in this Subsection (iii) (but only to the extent that the
     aggregate number of shares excluded by this clause (B) and issued
     after the date hereof shall not exceed in the aggregate 13% of the
     Company's Common Stock outstanding as of the date of this
     Certificate), (C) upon exercise of convertible securities
     outstanding as of the date of initial issuance of Series E-1
     Preferred Stock (including the Series E-1 Preferred Stock), or any
     convertible securities issued subsequent to the date hereof which
     are convertible into Common Stock at an exercise price equal or
     greater than the Conversion Price as of the date upon which the
     conversion or exercise price for such securities is fixed
     (notwithstanding any subsequent adjustment of such exercise price
     as may be provided under the terms of such convertible security),
     (D) upon the exercise of any convertible security as to which the
     Conversion Price has already been adjusted pursuant to Subsection
     (iv) below, and (E) to shareholders of any corporation which merges
     into the Corporation in proportion to their stock holdings of such
     corporation immediately prior to such merger, upon such merger, but
     only if no adjustment is required pursuant to any other specific
     subsection of this Section (c) (without regard to Subsection (vi)
     below) with respect to the transaction giving rise to such rights)
     for a consideration per share less than the Conversion Price, then
     on the date the Corporation fixes the offering price of such
     additional shares, the Conversion Price shall be adjusted
     immediately thereafter so that it shall equal the price determined
     by multiplying the Conversion Price in effect immediately prior
     thereto by a fraction, the numerator of which shall be the sum of
     the number of shares of Common Stock outstanding immediately prior
     to the issuance of such additional shares and the number of shares
     of Common Stock which the aggregate consideration received
     (determined as provided in Subsection (v) below) for the issuance
     of such additional shares would purchase at such Conversion Price,
     and the denominator of which shall be the number of shares of
     Common Stock outstanding immediately after the issuance of such
     additional shares.

                    Such adjustment shall be made successively whenever
     such an issuance is made.

                    (iv) In case the Corporation shall issue any
     securities convertible into or exchangeable for its Common Stock
     (excluding securities issued in transactions described in
     Subsection (ii) above) for a consideration per share of Common
     Stock initially deliverable upon conversion or exchange of such
     securities (determined as provided in Subsection (v) below) less
     than the Conversion Price in effect as of the date upon which the
     conversion or exercise price for such securities is fixed, then the
     Conversion Price shall be adjusted immediately thereafter so that
     it shall equal the price determined by multiplying the Conversion
     Price in effect immediately prior thereto by a fraction, the
     numerator of which shall be the sum of the number of shares of
     Common Stock outstanding immediately prior to the issuance of such
     securities and the number of shares of Common Stock which the
     aggregate consideration received (determined as provided in
     Subsection (v) below) for such securities would purchase at such
     Conversion Price, and the denominator of which shall be the sum of
     the number of shares of Common Stock outstanding immediately prior
     to such issuance and the maximum number of shares of Common Stock
     of the Corporation deliverable upon conversion of or in exchange
     for such securities at the initial conversion or exchange price or
     rate.

                    Such adjustment shall be made successively whenever
     such an issuance is made.

                    (v)  For purposes of any computation respecting
     consideration received pursuant to Subsections (iii) and (iv)
     above, the following shall apply:

                         (A)  in the case of the issuance of shares of
     Common Stock for cash, the consideration shall be the amount of
     such cash, provided that in no case shall any deduction be made for
     any commissions, discounts or other expenses incurred by the
     Corporation for any underwriting of the issue or otherwise in
     connection therewith:

                         (B)  in the case of the issuance of shares of
     Common Stock for a consideration in whole or in part other than
     cash, the consideration other than cash shall be deemed to be the
     fair market value thereof as determined in good faith by the Board
     of Directors of the Corporation (irrespective of the accounting
     treatment thereof) and reasonably acceptable to the holders of a
     majority Series E-1 Preferred Stock; and

                         (C)  in the case of the issuance of securities
     convertible into or exchangeable for shares of Common Stock, the
     aggregate consideration received therefor shall be deemed to be the
     consideration received by the Corporation for the issuance of such
     securities plus the additional minimum consideration, if any, to be
     received by the Corporation upon the conversion or exchange thereof
     (the consideration in each case to be determined in the same manner
     as provided in clauses (A) and (B) of this Subsection (v)).

                    (vi) No adjustment in the Conversion Price shall be
     required unless such adjustment would require an increase or
     decrease of at least one cent ($0.01) in such price; provided,
     however, that any adjustments which by reason of this Subsection
     (vi) are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment required to be made
     hereunder.  All calculations under this Section (c) shall be made
     to the nearest cent.  Anything in this Section (c) to the contrary
     notwithstanding, the Corporation shall be entitled, but shall not
     be required, to reduce the Conversion Price, in addition to those
     changes required by this Section (c), as it, in its sole
     discretion, shall determine to be advisable in order that any
     dividend or distribution in shares of Common Stock, subdivision,
     reclassification or combination of Common Stock, issuance of
     warrants to purchase Common Stock or distribution or evidences of
     indebtedness or other assets (excluding cash dividends) referred to
     hereinabove in this Section (c) hereafter made by the Corporation
     to the holders of its Common Stock shall not result in any tax to
     such holders of its Common Stock or securities convertible into
     Common Stock.

                    (vii) In the event that at any time, as a result of
     an adjustment made pursuant to Subsection (i) above, the holder of
     Series E-1 Preferred Stock thereafter shall become entitled to
     receive any shares of the Corporation, other than Common Stock,
     thereafter the number of such other shares so receivable upon
     conversion of the holder's of Series E-1 Preferred Stock shall
     be subject to adjustment from time to time in a manner and on
     terms as nearly equivalent as practicable to the provisions with
     respect to the Common Stock contained in Subsections (i) to (vi),
     inclusive above. The Corporation may retain a firm of independent
     certified public accountants selected by the Board of Directors
     (who may be the regular accountants employed by the Corporation)
     to make any computation required by Section (c), and a certificate
     signed by such firm shall be conclusive evidence of the correctness
     of such adjustment absent manifest error or negligence.

                    (viii)  Whenever an adjustment in the Conversion
     Price is required, the Corporation shall forthwith place on file
     with its Secretary a statement signed by its Secretary or Treasurer
     or one of its Assistant Secretaries or Assistant Treasurers, stating
     the adjusted Conversion Price determined as provided herein.  Such
     statement shall set forth in reasonable detail such facts as shall be
     necessary to show the reason and the manner of computing such
     adjustment.  Such statement shall be made available at all
     reasonable times for inspection by any holder of shares of Series E-
     1 Preferred Stock. Promptly after the adjustment of the Conversion
     Price, the Corporation shall mail a notice and copy of such
     statement to each holder of shares of Series E-1 Preferred Stock.

                    (ix) In case of any reclassification, capital
     reorganization or other change of outstanding shares of Common
     Stock of the Corporation, or in case of any consolidation or merger
     of the Corporation with or into another entity (other than a merger
     with a subsidiary in which merger the Corporation is the continuing
     corporation and which does not result in any reclassification,
     capital reorganization or other change of outstanding shares of
     Common Stock of the class issuable upon conversion of the Series E-
     1 Preferred Stock) or in case of any sale, lease, or conveyance to
     another entity of all or substantially all of the property and
     assets of the Corporation, the Corporation shall, as a condition
     precedent to such transaction, cause effective provisions to be
     made so that the holder of each share of Series E-1 Preferred Stock
     then outstanding shall have the right to convert such shares of
     Series E-1 Preferred Stock into the kind and amount of shares of
     stock or other securities and property receivable upon such
     reclassification, capital reorganization and other change,
     consolidation, merger, sale, lease or conveyance by a holder of the
     number of shares of Common Stock into which such shares of Series E-
     1 Preferred Stock might have been converted immediately prior to
     such reclassification, change, consolidation, merger, sale, lease
     or conveyance, subject to adjustments which shall be as nearly
     equivalent as may be reasonably practicable to the adjustments
     provided for hereunder.  The Corporation shall not effect any such
     reorganization, consolidation, merger, sale or conveyance (i)
     unless prior to or simultaneously with the consummation thereof the
     survivor or successor corporation (if other than the Corporation)
     resulting from such reorganization, consolidation or merger or the
     corporation purchasing such assets shall assume by written
     instrument executed and sent to each holder of Series E-1 Preferred
     Stock, the obligation to deliver to such holder of Series E-1
     Preferred Stock such shares of stock, securities or assets as, in
     accordance with the foregoing provisions, such holder of Series E-1
     Preferred Stock may be entitled to receive, and containing the
     express assumption by such successor corporation of the due and
     punctual performance and observance of every provision herein to be
     performed and observed by the Corporation and of all liabilities
     and obligations of the Corporation hereunder, and (ii) in which the
     Corporation, as opposed to another party to the reorganization,
     consolidation, merger, sale or conveyance, shall be required under
     any circumstances to make a cash payment at any time to the holders
     of the Series E-1 Preferred Stock.  The provisions of this
     subparagraph shall similarly apply to successive reclassifications,
     capital reorganizations, and changes of Common Stock and to
     successive reorganizations, consolidations, mergers, sales, leases
     or conveyances.

               (d)  Any shares of Series E-1 Preferred Stock which shall
     at any time have been converted shall resume the status of
     authorized but unissued shares of Preferred Stock, without
     designation as to series, until such shares are once more
     designated as part of a particular series by the Board of
     Directors.  The Corporation shall reserve and keep available out of
     its authorized but unissued stock, for the purpose of effecting the
     conversion of the shares of the Series E-1 Preferred Stock, such
     number of its duly authorized shares of Common Stock as shall from
     time to time be sufficient to effect the conversion of all
     outstanding shares of the Series E-1 Preferred Stock.

               (e)  The Corporation shall pay any and all issue or
     transfer (but not income) taxes that may be payable in respect of
     any issuance or delivery of shares of Common Stock on conversion of
     shares of Series E-1 Preferred Stock pursuant hereto.

               (f)  Before taking any action that would result in the
     effective price of the shares of Common Stock issuable upon
     conversion of Series E-1 Preferred Stock being less than the then
     par value of the Common Stock, the Corporation shall take any
     corporate action which may, in the opinion of its counsel, be
     necessary in order that the Corporation may validly and legally
     issue fully paid and nonassessable shares of Common Stock.

               (g)  The Corporation shall not be required to issue any
     fractional shares of Common Stock upon conversion of any Series E-1
     Preferred Stock, but in lieu thereof the Corporation may pay a cash
     amount determined by multiplying the fraction of a share otherwise
     issuable by the Fair Market Value of one share of Common Stock on
     the date such conversion is deemed to have been made hereunder.
     The "Fair Market Value" of the Common Stock as of a particular date
     shall mean:

                    (i)  If the Common Stock is listed or admitted to
     the unlisted trading privileges on any national or regional
     securities exchange on such date, then the average of the last
     reported sale prices on such exchange for the 30 consecutive
     business day period ending on the last business day prior to such
     date;

                    (ii) If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices therefor in the over-the-counter market are reported
     by the Nasdaq National Market System on such date, then the last
     reported sales price so reported on the last business day prior to
     such date;

                    (iii) If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices therefor are not reported by the Nasdaq National Market
     System as provided in subparagraph ii), and bid and asked prices
     therefor in the over-the-counter market are reported by Nasdaq
     (or, if not so reported, by the National Quotation Bureau Incorporated)
     on such date, then the average of the closing bid and asked prices
     on the last business day prior to such date; or

                    (iv) If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices or bid and asked prices therefor are not reported by
     Nasdaq (or the National Quotation Bureau Incorporated) as provided
     in subparagraphs ii) and iii) on such date, then the value as
     determined in good faith by the Board.

               (h)  Whenever an adjustment in the Conversion Price is
     required pursuant to the terms of this Section 5, the Mandatory
     Conversion Minimum as in effect immediately prior to such action
     shall automatically and concurrently be adjusted in proportion to
     the adjustment in the Conversion Price.

          6.   FRACTIONAL SHARES.  The Series E-1 Preferred Stock may be
     issued as fractional shares in increments of 1/1,000 of a share
     (subject to adjustment on the same basis as the Conversion Price
     under Section 5(c)).  Each fractional share of Series E-1 Preferred
     Stock shall be entitled to the same rights and powers on a pro rata
     basis as a whole share of Series E-1 Preferred Stock.

          7.   MANDATORY REDEMPTION.

               (a)  The Corporation shall redeem on July 16, 2004, and
     not prior to said date (the "Redemption Date") all shares of Series
     E-1 Preferred Stock outstanding as of such date from any source of
     funds legally available therefor.

               (b)  The price per share ("Redemption Price") for any
     redemption of Series E-1 Preferred Stock made pursuant to this
     Section 7 shall be an amount equal to the Liquidation Preference
     for the shares so redeemed. If insufficient funds are legally
     available as of the Redemption Date to redeem all the shares of
     Series E-1 Preferred Stock then due to be redeemed, but sufficient
     funds are legally available as of the Redemption Date to redeem a
     portion of the Preferred Stock then due to be redeemed,  then the
     Corporation shall effect such redemption pro rata among all holders
     of Preferred Stock on an equal priority, pari passu basis, based on
     the Redemption Price of such shares.

               (c)  On or before the Redemption Date, written notice
     (the "Redemption Notice") shall be mailed by overnight courier
     service or by first-class mail, postage prepaid, to each holder of
     record (at the close of business on the business day next preceding
     the date on which notice is given) of the Series E-1 Preferred
     Stock to be redeemed, at the address last shown on the records of
     the Corporation for such holder or given by the holder to the
     Corporation for the purpose of notice or, if no such address
     appears or is given, at the place where the principal executive
     office of the Corporation is then located, notifying such holder of
     the redemption to be effected, specifying the Redemption Date, the
     Redemption Price, the place at which payment may be obtained and
     the date on which such holder's conversion rights set forth in
     Section 5 as to such shares terminate and calling upon such holder
     to surrender to the Corporation, in the manner and at the place
     designated, such holder's certificate or certificates representing
     the shares to be redeemed.  Each holder of Preferred Stock to be
     redeemed shall surrender to the Corporation the certificate or
     certificates representing such shares of Preferred Stock, in the
     manner and at the place designated in the Redemption Notice, and
     thereupon the Redemption Price of such shares shall be payable to
     the order of the person whose name appears on such certificate or
     certificates as the owner thereof, and each surrendered certificate
     shall be canceled. If less than all the shares represented by any
     such certificate are redeemed, a new certificate shall be issued
     representing the unredeemed shares.

               (d)  From and after the Redemption Date, unless there
     shall have been a default in payment of the Redemption Price, all
     rights of the holders of such shares as holders of Series E-1
     Preferred Stock (except the right to receive the Redemption Price
     without interest upon surrender of their certificate or
     certificates) shall cease with respect to such shares, and such
     shares shall not thereafter be transferred on the books of the
     Corporation or be deemed to be outstanding for any purpose
     whatsoever.  Shares of Series E-1 Preferred Stock which are subject
     to redemption hereunder but which are not redeemable on the
     Redemption Date due to insufficient legally available funds shall
     continue to be entitled to dividends, liquidation, conversion and
     all other rights, preferences, privileges and restrictions of the
     Preferred Stock until such shares have been converted or redeemed.

               (e)  All shares of Series E-1 Preferred Stock that are
     redeemed pursuant to this Section 7 shall resume the status of
     authorized but unissued shares of Preferred Stock, without
     designation as to series, until such shares are once more
     designated as part of a particular series by the Board of
     Directors.

          8.   NOTICES TO HOLDERS.  So long as any shares of the Series
     E-1 Preferred Stock shall be outstanding, (i) if the Corporation
     shall pay any dividend or make any distribution upon the Common
     Stock or (ii) if the Corporation shall offer to the holders of
     Common Stock for subscription or purchase by them any share of or
     class of its capital stock or any other rights or (iii) if any
     capital reorganization of the Corporation, reclassification of the
     capital stock of the Corporation, consolidation or merger of the
     Corporation with or into another entity, sale, lease, or transfer
     of all or substantially all of the property and assets of the
     Corporation to another entity, or voluntary or involuntary
     dissolution, liquidation or winding up of the Corporation shall be
     effected, then in any such case, the Corporation shall cause to be
     mailed by certified mail to all holders of the Series E-1 Preferred
     Stock, at least fifteen days prior the record date specified in (x)
     or (y) below, as the case may be, a notice containing a brief
     description of the proposed action and stating the date on which
     (x) a record is to be taken for the purpose of such dividend,
     distribution or offer of rights, or (y) such reclassification,
     reorganization, consolidation, merger, conveyance, lease, transfer,
     sale dissolution, liquidation or winding up is to take place and
     the date, if any is to be fixed, as of which the holders of Common
     Stock or other securities shall be entitled to receive cash or
     other property deliverable upon such reclassification,
     reorganization, consolidation, merger, conveyance, lease, transfer,
     sale, dissolution, liquidation or winding up.

          RESOLVED, FURTHER, that the appropriate officers of the
     Corporation are hereby authorized to execute and acknowledge the
     Certificate of Designations setting forth these resolutions and to
     cause such certificate to be filed and recorded, all in accordance
     with the requirements of Section 151 of the Delaware General
     Corporation Law.

     IN WITNESS WHEREOF, CADIZ INC., has caused this Certificate to be
signed by Keith Brackpool, its Chief Executive Officer, and attested by
Stanley E. Speer, its Secretary, this 22nd day of October 2001.

                              CADIZ INC.



                              By:  /s/ Keith Brackpool
                              ------------------------------
                              Keith Brackpool
                              Chief Executive Officer

ATTEST:



By:   /s/ Stanley E. Speer
-----------------------------
   Stanley E. Speer
   Secretary





