<SUBMISSION>
<ACCESSION-NUMBER>0000727273-01-500018
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>22
<FILING-DATE>20010116
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CADIZ INC
<CIK>0000727273
<ASSIGNED-SIC>0700
<IRS-NUMBER>770313235
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-53768
<FILM-NUMBER>1509653
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>100 WILSHIRE BLVD.
<STREET2>SUITE 1600
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90401
<PHONE>3108994700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>100 WILSHIRE BLVD.
<STREET2>SUITE 1600
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90401-1111
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CADIZ LAND CO INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
<DATE-CHANGED>19920602
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ARIDTECH INC
<DATE-CHANGED>19880523
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>s-3jan16final.txt
<TEXT>


As filed with the Securities and Exchange Commission on January 16, 2001
                                                    Registration No.

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               __________
                                Form S-3
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                               _____  ___
                               CADIZ INC.
         (Exact name of registrant as specified in its charter)

       Delaware                                              77-0313235
State or jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                          Identification No.)
                         100 Wilshire Boulevard
                               Suite 1600
                   Santa Monica, California 90401-1111
                             (310) 899-4700

(Address, including zip code, and telephone number, including area code, of
                registrant's principal executive offices)

                          Mr. Stanley E. Speer
                         Chief Financial Officer
                         100 Wilshire Boulevard
                               Suite 1600
                   Santa Monica, California 90401-1111
                             (310) 899-4700

(Name, address, including zip code, and telephone number, including area
                       code, of agent for service)
                             _______________

                      Copies of communications to:
                       HOWARD J. UNTERBERGER, ESQ.
                       CHRISTINA LYCOYANNIS, ESQ.
                            Miller & Holguin
                  1801 Century Park East, Seventh Floor
                      Los Angeles, California 90067
                             (310) 556-1990
                            ________________

    Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box:  /_/

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.  /X/
                                             ___
 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.  /_/

 If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  /_/

     If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  /_/

<TABLE>
                     CALCULATION OF REGISTRATION FEE
<CAPTION>

                                       Proposed     Proposed
                                       Maximum      maximum         Amount
                                       Offering     aggregate       of
Title of each    Amount to be          Price        offering        Registration
class of         registered            per unit     price           fee
securities to
be
Registered
______________   ___________________   ___________  ______________  ____________
<S>              <C>                   <C>          <C>             <C>
Common Stock,
par value $.01   2,667,861 Shares(1)   $9.15625(2)  $24,427,602.28  $ 6,106.90
per share

Warrants for     1,150,000 Warrants(3)
the purchase of
Common Stock

<FN>
(1)  The shares of common stock which may be offered by the selling
     securityholders pursuant to this registration statement include but
     are not limited to:  (i) up to 1,150,000 shares of common stock
     issuable upon the exercise of warrants (the "Warrants"); and (ii)
     up to 975,000 shares of common stock (x) issuable upon the
     conversion of $5,000,000 principal amount of Series D Convertible
     Preferred Stock and/or (y) issuable as stock dividends on the
     Series D Convertible Preferred Stock.  In addition to the shares of
     common stock set forth in the table above, the amount to be
     registered includes an indeterminate number of additional shares of
     common stock which may become issuable by virtue of the application
     of anti-dilution provisions of the Warrants and Series D
     Convertible Preferred Stock.  Such additional shares are covered by
     this registration statement in accordance with Rule 416 of
     Regulation C under the Securities Act of 1933.

(2)  Estimated solely for the purpose of calculating the registration
     fee, and based, pursuant to Rule 457(c), on the average of the high
     and low prices of the Registrant's common stock as reported by
     Nasdaq for January 10, 2001, which date is within five business
     days prior to the initial filing date of this registration
     statement.

(3)  No  fee for registration of the Warrants is required by virtue of  the
     last sentence of Rule 457(g).

</FN>
</TABLE>
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.



Prospectus

              DATED JANUARY 16, 2001 SUBJECT TO COMPLETION

                               CADIZ INC.
            WARRANTS FOR THE PURCHASE OF 1,150,000 SHARES OF
            COMMON STOCK AND COMMON STOCK UNDERLYING WARRANTS
             AND 1,517,861 ADDITIONAL SHARES OF COMMON STOCK

     The selling securityholders are offering and selling warrants to
purchase 1,150,000 shares of common stock and the common stock issuable
upon the exercise of these warrants, plus an additional 1,517,861 shares
of common stock.  We do not know when or how the selling securityholders
intend to sell their shares or warrants or what the price, terms or
conditions of any sales will be.  The selling securityholders may sell the
shares or warrants directly or through underwriters, dealers or agents,
who may receive compensation.  The selling securityholders may sell the
shares or warrants in privately negotiated transactions and may also sell
the shares in market transactions.  Cadiz will not receive any proceeds
from the sale of the shares or warrants by the selling securityholders.
However, Cadiz will receive the exercise price of the warrants if and when
they are exercised, unless the warrants are exercised pursuant to a
"cashless exercise" provision, as described in the section of this
prospectus called "Description of Securities" on page 2.

     The warrants entitle the holders to purchase common stock at a price
of either $4.75 or $7.75 per share, except in some cases where these
prices may be adjusted.  For a more detailed description of the terms of
the warrants, please see the section of this prospectus called
"Description of Securities" on page 2.

     Cadiz' common stock is traded on the Nasdaq National Stock Market
System under the symbol "CLCI."  On January 16, 2001, the last reported
sale price of our common stock on Nasdaq was $9.1875.
                               ___________

     AN INVESTMENT IN THESE SECURITIES IS RISKY.  YOU SHOULD PURCHASE
THESE SECURITIES IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT.  PLEASE
SEE THE RISK FACTORS BEGINNING ON PAGE 4 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF COMMON STOCK OR WARRANTS TO
PURCHASE COMMON STOCK.
                               ___________

           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
             ANY STATE SECURITIES COMMISSION HAS APPROVED OR
             DISAPPROVED OF THESE SECURITIES OR PASSED UPON
            THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY
          REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          The date of this prospectus is ______________, 2001.


                            TABLE OF CONTENTS
                                                             Page
Notice About Forward Looking Statements. . . . . . . . . . . . .i

About Cadiz and Sun World. . . . . . . . . . . . . . . . . . . .1

Recent Developments. . . . . . . . . . . . . . . . . . . . . . .2

Description of Securities. . . . . . . . . . . . . . . . . . . .2

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . 4

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .9

Sales by Selling Securityholders. . . . . . . . . . . . . . . .10

Plan of Distribution. . . . . . . . . . . . . . . . . . . . . .12

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . 13

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Where You Can Find More Information. . . . . . . . . . . . . . 13


                 NOTICE ABOUT FORWARD-LOOKING STATEMENTS


     Information presented in this prospectus, and in other documents
which are incorporated by reference in this prospectus under the section
of this prospectus entitled "Where You Can Find More Information," that
discusses financial projections, information or expectations about our
business plans, results of operations, products or markets, or otherwise
makes statements about future events, are forward-looking statements.
Forward-looking statements can be identified by the use of words such as
"intends," "anticipates," "believes," "estimates," "projects,"
"forecasts," "expects," "plans," and "proposes."  Although we believe that
the expectations reflected in these forward-looking statements are based
on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from these forward-
looking statements.  These include, among others, the cautionary
statements in the "Risk Factors" section of this prospectus beginning on
page 4.  These cautionary statements identify important factors that could
cause actual results to differ materially from those described in the
forward-looking statements.  When considering forward-looking statements
in this prospectus, you should keep in mind the cautionary statements in
the "Risk Factors" section and other sections of this prospectus, and
other cautionary statements in documents which are incorporated by
reference in this prospectus under the section of this prospectus entitled
"Where You Can Find More Information."


                        ABOUT CADIZ AND SUN WORLD

     Cadiz's primary businesses consist of water resource management and
agricultural operations on both a domestic and international scope.  Our
assets encompass landholdings with high-quality groundwater resources,
prime agricultural properties located throughout central and southern
California with secure and reliable water rights, and other contractual
water rights.  We believe that our access to water will provide us with a
competitive edge both as a major agricultural concern and as a supplier of
water.

     Our wholly-owned subsidiary, Sun World International, Inc., is one of
the largest developers, growers, packers and marketers of proprietary
fruits and vegetables in California.  Sun World also adds valuable water
rights to our existing water resource management operations.  We also hold
properties that are underlain by excellent groundwater resources with
potential for water storage and supply programs, and agricultural,
municipal, recreational and industrial development.  We expect to utilize
our resources to participate in a broad variety of water storage and
supply, transfer, exchange and conservation programs with public agencies
and other parties.

     We continually seek to develop and manage our water and agricultural
resources for their highest and best uses.  We also continue to evaluate
acquisition opportunities which are complementary to our current portfolio
of water and agricultural resources.

     Our principal executive offices are located at 100 Wilshire
Boulevard, Suite 1600, Santa Monica, California 90401-1111 and our
telephone number is (310) 899-4700.

                           RECENT DEVELOPMENTS

     On December 28, 2000, we executed final documents in connection with
an amendment and extension until January 31, 2002 of our $10.3 million
term loan and $15 million revolving credit facility with ING Baring (U.S.)
Capital LLC.  In connection with the amendment, we agreed to lower to
$4.75 the exercise price, subject to adjustment in certain circumstances,
of warrants to purchase 825,000 shares of common stock that we had issued
to an affiliate of ING Baring prior to the date of the amendment.  The
terms of all 825,000 warrants were amended and restated in their entirety,
and thus replace the previously issued warrants, of which 425,000 were
included in a registration statement filed by us on May 19, 1998.  We also
agreed to amend the terms of the warrants to provide that if the loans are
not prepaid on or prior to July 31, 2001 or October 31, 2001, we will be
obligated to either make one or more cash payments or grant one or more
reductions in the exercise price of the warrants.  See the section of this
prospectus called "Description of Securities" on page 2 for a more
detailed description of the terms of the warrants.

     On December 29, 2000, we issued newly authorized Series D
Convertible Preferred Stock for $5,000,000.  Concurrently, our wholly-
owned subsidiary, Sun World International, Inc., borrowed $5,000,000
pursuant to a two-year unsecured term loan.  The proceeds of these
financing transactions will be used for general corporate and working
capital purposes.  We issued the Series D Convertible Preferred Stock to
two indirectly affiliated institutional investment funds, OZ Master
Fund, Ltd. and OZF Credit Opportunities Master Fund, Ltd.  The loan to
Sun World was made by the same two funds.  As additional consideration
in connection with these transactions, Cadiz issued 50,000 shares of
common stock and warrants to purchase 325,000 shares of common stock at
an exercise price of $7.75 per share, subject to adjustment in certain
circumstances.  200,000 of these warrants are exercisable immediately
and expire on December 29, 2003.  The remaining 125,000 warrants may
become exercisable, if at all, at certain times and only if certain
conditions occur.  See the section of this prospectus called
"Description of Securities" on page 2 for a more detailed description of
the terms of these warrants.

                        DESCRIPTION OF SECURITIES

     The selling securityholders are selling under this prospectus
warrants to purchase up to 1,150,000 shares of common stock, the common
stock issuable upon the exercise of these warrants and 1,517,861
additional shares of common stock.

     The description of our common stock is contained in our registration
statement filed with the SEC on Form 8-A on May 8, 1984, as amended by
reports on Form 8-K filed with the SEC on May 26, 1988, June 2, 1992 and
May 18, 1999.

     Of the 1,150,000 warrants covered by this prospectus, 825,000 are
being sold by Middenbank Curacao, N.V., an indirect affiliate of one of
our lenders, ING Baring (U.S.) Capital LLC.  These 825,000 warrants are
exercisable immediately at an exercise price of $4.75 per share, subject
to adjustment as described below.  The warrants expire on the following
dates:

              Number of Warrants        Expiration Date

                    75,000                 04/30/03
                   100,000                 04/05/04
                   150,000                 10/31/04
                    50,000                 04/30/05
                   100,000                 10/31/05
                   200,000                 11/25/04
                   112,500                 04/13/05
                    37,500                 05/08/05
                 _________
                   825,000                 TOTAL
                   =======


  The exercise price and number of shares of common stock which may be
purchased upon exercise of the warrants are subject to certain "anti-
dilution" adjustments in the event of any:

     *    Common stock dividend or other distribution to holders of common
     stock of additional shares of common stock;

     *    Subdivision, reclassification or combination of common stock;

     *    Issuance to all holders of common stock of rights to purchase
     shares of common stock at a price less than the market price of the
     common stock;

     *    Distribution to all holders of common stock of any assets,
     indebtedness or rights or warrants;

     *    Issuance of common stock at a price less than the market price
     of the common stock; or

     *    Issuance of securities convertible into or exchangeable for
     shares of common stock at a price less than the market price of the
     common stock.

     The exercise price of the warrants may also be adjusted if we do not
prepay all of our current outstanding loans to ING Baring on or prior to
July 31, 2001 or October 31, 2001.  Specifically, if we fail to prepay the
loans by July 31, 2001, we will be obligated on the following day either
to pay $600,000 in cash to ING Baring or reduce the exercise price of the
warrants by one dollar.  If we fail to prepay the loans by October 31,
2001, we will be obligated on the following day to make an additional cash
payment of $600,000 to ING Baring or reduce the exercise price of the
warrants by an additional one dollar.

     The remaining 325,000 warrants covered by this prospectus are held by
OZ Master Fund, Ltd. or OZF Credit Opportunities Master Fund, Ltd.  The
exercise price of these warrants is $7.75 per share, subject to adjustment
as described below.  200,000 of these warrants are exercisable immediately
and expire on December 29, 2003.  The remaining 125,000 warrants are
exercisable at certain times and only if certain conditions occur.  50,000
of these warrants will become exercisable only if we elect to convert our
Series D Convertible Preferred Stock into common stock on or prior to
December 29, 2001 and the conditions for conversion as set forth in the
terms governing our Series D Convertible Preferred Stock are satisfied,
including the condition that the closing price for our common stock for
any thirty consecutive trading day period ending not more than five
trading days prior to submission of a notice of conversion has exceeded
$12.00.  If we elect to convert our Series D Convertible Preferred Stock,
then the 50,000 warrants will be exercisable for a period of three years
from the date of conversion.  The remaining 75,000 warrants will become
exercisable only if our subsidiary, Sun World, does not repay its
$5,000,000 loan from the OZ and OZF funds in full on or before December
31, 2001.  If Sun World does not repay these loans on or before December
31, 2001, then these 75,000 warrants will become exercisable on December
31, 2001 and will expire on December 31, 2004.  The exercise price and
number of shares of common stock which may be purchased upon exercise of
any of the warrants held by the OZ and OZF funds are subject to certain
"anti-dilution" adjustments which are similar to the anti-dilution
adjustments described above in connection with the warrants held by
Middenbank Curacao, N.V., except that certain anti-dilutive provisions of
the OZ and OZF warrants are triggered by the issuance of securities at a
price below the exercise price of these warrants, while the comparable
anti-dilutive provisions of the Middenbank Curacao warrants are triggered
by the issuance of securities at a price below the market price of our
common stock.  In addition, if the registration statement of which this
prospectus forms a part is not declared effective by the SEC on or prior
to April 30, 2001, then Cadiz is obligated to reduce the exercise price of
the 325,000 warrants held by the OZ and OZF funds by twenty-five cents
($0.25) and will be further obligated to reduce the exercise price by an
additional twenty-five cents ($0.25) for each subsequent 30-day period
during which the registration statement is not declared effective.
However, the exercise price of the warrants will never be less than zero.

     Each of the warrants covered by this prospectus contains a "cashless
exercise" provision.  This provision allows the warrant holder to pay the
exercise price of the warrant by accepting a number of shares of common
stock equal to the number of shares of common stock appearing on the face
of the warrant multiplied by a fraction, the numerator of which is the
excess of the current market price of the common stock over the exercise
price of the warrant, and the denominator of which is the current market
price of the common stock.

                              RISK FACTORS

     An investment in shares of Cadiz common stock or warrants to purchase
shares of Cadiz common stock involves a high degree of risk.  You should
carefully consider the following factors as well as the other information
contained and incorporated by reference in this prospectus before deciding
to invest.

     WE HAVE A HISTORY OF OPERATING LOSSES.  Our company has a history
of losses.  Our net losses were approximately $8.5 million for the
fiscal year ended December 31, 1997, approximately $7.5 million for the
fiscal year ended December 31, 1998 and approximately $8.6 million for
the fiscal year ended December 31, 1999.  We had accumulated deficits of
approximately $70.8 million at December 31, 1997, approximately $78.3
million at December 31, 1998 and approximately $86.9 million at December
31, 1999.  Until such time, if ever, as we generate significant revenues
from our water development projects, our consolidated results of
operations will be largely dependent upon the results of our
agricultural operations as conducted through our Sun World subsidiary.
We cannot predict what effect the operations of Sun World will have on
our overall business operations in the next several years.

     OUR BUSINESS IS SUBJECT TO RISKS INHERENT IN AGRICULTURAL
OPERATIONS.  As a result, we cannot assure you that our agricultural
operations will be commercially profitable.  Numerous factors can affect
the price, yield and marketability of our crops.  Crop prices may vary
greatly from year to year as a result of the relationship between
production and market demand.  For example, the production of a
particular crop in excess of demand in any particular year will depress
market prices, and inflationary factors and other unforeseeable economic
changes may also, at the same time, increase our operating costs.  There
are also other factors outside of our control that could adversely
affect our agricultural operations.  These include adverse weather
conditions, insects, blight or other diseases, labor boycotts or strikes
and shortages of competent laborers. Our operations may also be
adversely affected by changes in governmental policies and industry
production levels.

     WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR WATER DEVELOPMENT
PROJECTS.  We anticipate that we will continue to incur operating losses
from our non-agricultural operations until we receive significant
revenues from the implementation of our water development projects,
including the Cadiz Groundwater Storage and Dry-Year Supply Program.
Under the proposed terms of the Program, during wet years, the
Metropolitan Water District of Southern California will store surplus
Colorado River water in the aquifer system underlying our property and
during dry years, the stored water, together with indigenous ground
water, will be extracted and delivered via a conveyance pipeline to
Metropolitan's service area.  The completion and profitability of our
water development projects are dependent upon a number of factors,
including our ability to:

     *    Reach agreement with various public water agencies on the
     final terms of our water storage and supply programs, including
     agreement with the Metropolitan Water District of Southern
     California on the final terms of the Cadiz Groundwater Storage and
     Dry-Year Supply Program;

     *    Secure additional financing, as described below under the risk
     factor entitled, "We may not be able to secure the additional
     financing which we need in order to implement our water development
     projects";

    *  Obtain all necessary regulatory approvals and permits; and

    *  Complete the required environmental review process.

     Other factors which may affect the feasibility of our water supply
projects include:

     *    Unforeseen technical difficulties which could result in
     construction delays;

     *  Cost increases;

     *  Hydrologic risks of variable water supplies;

     *    Risks presented by allocations of water under existing and
     prospective priorities; and

     *    Risks of adverse changes to or interpretations of U.S.
     federal, state and local laws, regulations and policies.

     Groundwater development, and the export of surplus groundwater for
sale to single entities such as public water agencies, are not subject
to regulation by existing statutes, other than general environmental
statutes applicable to all development projects. We expect that we will
obtain the required federal and local environmental regulatory approvals
of the Cadiz Groundwater Storage and Dry-Year Supply Program during the
spring of 2001.  We anticipate that the program will be operational
within 18 months after we obtain these environmental approvals.
However, we cannot assure you that we will be successful in obtaining
the necessary environmental approvals, or that even if we obtain these
approvals, that we will be successful in implementing the Cadiz
Groundwater Storage and Dry-Year Supply Program.  Nor can we assure you
that we will be able to receive regulatory approvals for, or
successfully implement, any of our other water development projects.

     WE MAY NOT BE ABLE TO SERVICE OUR SUBSTANTIAL INDEBTEDNESS, WHICH
MAY RESULT IN A LOSS OF YOUR INVESTMENT IN CADIZ.  As of December 31,
2000, Cadiz has approximately $10.3 million of indebtedness outstanding
under a term loan and approximately $15 million of indebtedness
outstanding under a revolving credit facility.  Both of these loans
mature on January 31, 2002.  Sun World's primary indebtedness includes
$115 million outstanding 11-1/4% First Mortgage Notes due April 15,
2004, $5 million of indebtedness under an unsecured term loan and any
borrowings it may have at any given time under a $30 million revolving
credit facility to meet its significant seasonal working capital needs.
As of December 31, 2000, Sun World did not have any indebtedness
outstanding under this revolving facility; however, it may make
borrowings under this facility in the future.  We cannot assure you that
we will be able to generate sufficient cash flow to service our
indebtedness.  The Cadiz indebtedness is secured by substantially all of
our non-Sun World assets.  The Sun World notes are secured by a first
lien on substantially all of the assets of Sun World and its
subsidiaries, other than growing crops, crop inventories and accounts
receivable, which secure the Sun World revolving credit facility.  The
Sun World notes are also secured by the stock of Sun World held by
Cadiz.  If we cannot generate sufficient cash flow to service our
indebtedness, or otherwise fail to comply with the covenants of
agreements governing our indebtedness, we may default on our
obligations.  A default on one or more of our loans may result in a loss
of our investment in Sun World or a loss of your investment in Cadiz.

     OUR EXISTING CREDIT FACILITIES MAY NOT BE SUFFICIENT TO MEET OUR
SEASONAL REQUIREMENTS AND WE MAY NOT BE ABLE TO SECURE ADDITIONAL
FINANCING TO MEET OUR WORKING CAPITAL NEEDS.  Sun World is depending
upon a $30 million revolving credit facility and a $5 million unsecured
term loan to meet its significant seasonal working capital needs.  We
anticipate that we will be able to renew the Sun World revolving credit
facility, which currently expires in February 2001, and that credit
available under the Sun World revolving credit facility, along with
intercompany loans, will be sufficient to meet Sun World's current
seasonal requirements.  However, we cannot assure you that we will be
successful in renewing the facility, or that if our current lender does
not renew the facility or the facility is not sufficient to fund our
working capital needs, that we will be able to obtain credit elsewhere.
New lenders may be reluctant to extend additional financing due to the
substantial amount of our existing indebtedness and the restrictive
terms governing this indebtedness.  Therefore, we cannot assure you that
we will be able to continue to obtain sufficient funding for our working
capital, capital expenditures, acquisitions, and other corporate
purposes.  See also the risk factor below entitled, "We may not be able
to secure the additional financing which we need in order to implement
our water development projects."

     WE MAY NOT BE ABLE TO SECURE THE ADDITIONAL FINANCING WHICH WE NEED
IN ORDER TO IMPLEMENT OUR WATER DEVELOPMENT PROJECTS.  As we continue to
pursue our business strategy, we may require additional financing in
connection with our water development projects.  Under currently
negotiated terms, Cadiz and the Metropolitan Water District of Southern
California will equally share the responsibility for funding the design,
construction and implementation costs of the capital facilities for the
Cadiz Groundwater Storage and Dry-Year Supply Program.  We are analyzing
several alternatives for funding our share of the estimated $125 million
to $150 million cost of the program capital facilities.  These funding
alternatives include:

          *    long-term financing arrangements; and

          *    utilization of monies which we will receive from
               Metropolitan for its initial purchase of indigenous
               groundwater or storage rights.

We believe that several alternative long-term financing arrangements are
available.  However, we cannot assure you that we will be successful in
obtaining long-term financing to implement the Cadiz Groundwater Storage
and Dry-Year Supply Program or any of our other water development
projects.

     OUR ABILITY TO RECEIVE DIVIDENDS FROM SUN WORLD IS RESTRICTED.  Our
ability to receive distributions from Sun World's cash flow is
restricted by a series of covenants in the indenture governing the Sun
World's $115 million of 11-1/4% First Mortgage Notes due April 15, 2004.
These covenants do not allow for the payment of dividends unless various
financial tests and ratios are met.

     SUN WORLD'S AGRICULTURAL OPERATIONS ARE AFFECTED BY GENERAL
SEASONAL TRENDS THAT ARE CHARACTERISTIC OF THE AGRICULTURAL INDUSTRY.
Sun World has historically received the majority of its net income
during the months of June to October following the harvest and sale of
its table grape and tree fruit crops.  Due to this concentrated
activity, Sun World has historically incurred a loss with respect to its
agricultural operations in the other months during the year.

     OUR FAILURE TO MAINTAIN COMPLIANCE WITH ENVIRONMENTAL AND OTHER
SAFETY REGULATIONS COULD CAUSE A DECLINE IN THE VALUE OF OUR PROPERTIES
AND HURT THE PROFITS OF OUR AGRICULTURAL OPERATIONS.  Our agricultural
operations are subject to a broad range of evolving federal, state and
local environmental laws and regulations.  These regulations govern how
we handle, store, transport and dispense products identified as
hazardous materials which are generated in the normal course of our
agricultural operations.  If we do not properly comply with
environmental regulations governing the handling of our hazardous
materials, we may be subject to liability for the cleanup of these
substances.  The costs of cleanup may be substantial.  Our failure to
comply with these environmental regulations may also cause a decline in
the value of our properties.

     Our agricultural operations are also subject to regulations
enforced by the U.S. Food and Drug Administration, the U.S. Department
of Agriculture and other federal, state, local and foreign environmental
and health authorities.  These regulations establish standards for the
safety of food products.  If we violate these regulations, we may be
prevented from selling our agricultural products and become exposed to
potential tort liability.  These events could have a material adverse
effect on the marketing of our agricultural products and on our
agricultural business, financial condition and results of operations.

     ENVIRONMENTAL REGULATIONS GOVERNING WATER QUALITY MAY AFFECT THE
PRICE AND TERMS UPON WHICH WE SELL OUR SURPLUS WATER OR WATER RIGHTS.
Both the U.S. Environmental Protection Agency and the California
Department of Health Services promulgate regulations governing water
quality standards and maximum contaminant levels.  We believe that our
water meets current standards; however, changes in standards for certain
contaminants, such as arsenic and chromium-6, are possible.  These
regulations affect water agencies that supply water directly to
consumers.  Since we do not intend to supply water directly to
consumers, these regulations do not directly affect us.  However, these
regulations affect agencies that may buy or lease water from us.
Therefore, we may not be able to sell our surplus water or water rights
at optimal prices unless we are able to comply with these water safety
regulations.

     WE OPERATE IN HIGHLY COMPETITIVE INDUSTRIES, AND OUR FAILURE TO
COMPETE EFFECTIVELY COULD HURT OUR PROFITS.  Our continued profitability
depends on our ability to meet competition.  Our industries are
competitive in several ways:

     *    The agricultural business is characterized by a limited number
     of large international food companies, as well as a large number of
     smaller independent growers and grower cooperatives, including
     numerous growers from Mexico.  No single competitor has a dominant
     market share in the agricultural industry due to the regionalized
     nature of these businesses.  If we are unable to meet our
     competitors' prices, our sales could be reduced.  In order to
     compete effectively, we emphasize recognition of our trademarked
     brands and association of these brands with high quality food
     products.  We also maximize our competitive position by focusing on
     customer service and consumer marketing programs, as well as
     harvesting our agricultural products at optimal selling times.
     However, we cannot assure you that these methods will enable us to
     continue to compete in a cost-efficient manner.

     *    We face competition in the development of water resources
     associated with our properties from several competitors, some of
     which have significantly greater resources than we do.  Since
     California has scarce water resources and an increasing demand for
     available water, we believe that price and reliability of delivery
     are the principal competitive factors affecting transfers of water
     in California.  Therefore, we may not be able to price our water on
     a competitive basis unless we develop cost-effective methods of
     constructing and maintaining delivery systems for our surplus
     water.  We cannot assure you that we will be successful in
     developing these methods.

     OUR CHARTER DOCUMENTS CONTAIN CERTAIN ANTI-TAKEOVER PROVISIONS AND
WE HAVE A RIGHTS PLAN.  Our Certificate of Incorporation and Bylaws
contain provisions that may make it more difficult for a third party to
acquire or make a bid for us.  These provisions could limit the price
that certain investors might be willing to pay in the future for shares
of our common stock.  In addition, shares of our preferred stock may be
issued in the future without further stockholder approval and upon such
terms and conditions and having such rights, privileges and preferences,
as the Board of Directors may determine.  We have recently issued,
without stockholder approval, 5,000 shares of Series D convertible
preferred stock.  The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders
of the Series D convertible preferred stock and the rights of any
holders of preferred stock that may be issued in the future.  The
issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes,
could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring, a majority of
our outstanding voting stock.  In addition, we have adopted a
shareholder rights plan that, along with certain provisions of our
Certificate of Incorporation, may have the effect of discouraging
certain transactions involving a change of control of our company.

     THE EXERCISE OF OUR CONVERTIBLE SECURITIES MAY DILUTE OUR EARNINGS
PER SHARE.  The issuance of shares of our common stock upon exercise of
outstanding options and warrants and conversion of outstanding preferred
stock may have certain dilutive effects, including dilution of our
earnings per share.

     THE SALE OF THE SHARES COVERED BY THIS PROSPECTUS MAY CAUSE
DOWNWARD PRESSURE ON OUR COMMON STOCK.  Although some of the shares of
common stock registered for resale under this prospectus underlie
previously issued and registered warrants which were amended, as
described in the section of this prospectus called "Recent Developments"
on page 2, the registration for resale of common stock under this
prospectus nonetheless significantly increases the number of outstanding
shares of our common stock eligible for resale.  The sale, or
availability for sale, of these shares could cause decreases in the
market price of our common stock, particularly in the event that a large
number of shares were sold in the public market over a short period of
time.

     WE HAVE NOT PAID DIVIDENDS ON OUR COMMON STOCK.  To date, we have
never paid a cash dividend on common stock, and our ability to pay such
dividends is subject to certain covenants pursuant to agreements with
our lenders.

                             USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling
securityholders of our common stock or warrants to purchase common stock.
However, we will receive an amount equal to the exercise price of the
warrants if and when any of these warrants are exercised, unless a selling
securityholder exercises its warrants pursuant to a "cashless exercise"
provision.  This provision allows the securityholder to pay the exercise
price of the warrant by accepting a number of shares of common stock equal
to the number of shares of common stock appearing on the face of the
warrant multiplied by a fraction, the numerator of which is the excess of
the current market price of the common stock over the exercise price of
the warrant, and the denominator of which is the current market price of
the common stock.  We intend to use the net proceeds, if any, from the
exercise of the warrants for working capital and general corporate
purposes.  Temporarily, we may invest the net proceeds from the exercise
of the warrants, if any, in high grade short term interest bearing
investments.

                    SALES BY SELLING SECURITYHOLDERS

     The selling securityholders are offering warrants to purchase up to
1,150,000 shares of Cadiz common stock and the common stock issuable upon
the exercise of these warrants, plus an additional 1,517,861 shares of
Cadiz common stock.  The following table sets forth as of the date of the
prospectus, the name of the selling securityholders, the number of shares
of common stock and warrants to purchase common stock that the selling
securityholders beneficially own as of January 9, 2001, the number of
shares of common stock and warrants to purchase common stock beneficially
owned by the securityholders that may be offered for sale from time to
time by this prospectus and the number of shares and percentage of common
stock and warrants to purchase common stock to be held by the selling
securityholders assuming the sale of all the common stock and warrants to
purchase common stock offered by this prospectus.

     As of December 31, 2000, we are indebted in the approximate amount of
$25 million to ING Baring (U.S.) Capital LLC, an indirect affiliate of
Middenbank Curacao, N.V., one of the selling securityholders named in this
prospectus.  This indebtedness consists of borrowings under a term loan in
the approximate amount of $10 million and a $15 million revolving credit
facility.  Both the term loan and the revolving credit facility mature on
January 31, 2002.  As of December 31, 2000, we are also indebted in the
amount of $5 million to OZ Master Fund, Ltd. and OZF Credit Opportunities
Master Fund, Ltd., two other selling securityholders.  These two funds,
together, also own 5,000 shares of our Series D convertible preferred
stock, with an initial liquidation value of $5,000,000.  See the section
of this prospectus called "Recent Developments" on page 2.  We have been
informed by the two funds that each is a holder of some of Sun World's
$115 million 11-1/4% First Mortgage Notes due April 15, 2004.

     Except as indicated above, none of the selling securityholders has
held any position or office or had a material relationship with Cadiz or
any of its affiliates within the past three years other than as a result
of the ownership of Cadiz common stock.  Cadiz may amend or supplement
this prospectus from time to time to update the disclosure set forth
herein.
<TABLE>
<CAPTION>
                      Securities
                      Beneficially  		Securities    Percentage
Name of               Owned Prior   Securities  Beneficially  Ownership
Selling               to            Offered     Owned After   After
Securityholder        Offering(1)   For Sale    Offering(2)   Offering
____________________  _____________ ___________  ___________  __________
                                                              (3)
<S>                   <C>           <C>           <C>         <C>
Middenbank Curacao,   1,847,961     1,317,861(4)  530,100     1.5%
N.V.
OZ Master Fund, Ltd.  0             1,215,000(5)  0           *
OZF Credit            0               135,000(6)  0           *
Opportunities Master
Fund, Ltd.

___________________________

* Less than 1%.
<FN>
(1)  Except as otherwise noted herein, the number and percentage of
  shares beneficially owned is determined in accordance with Rule 13d-3
  of the Exchange Act, and the information is not necessarily indicative
  of beneficial ownership for any other purpose. Under such rule,
  beneficial ownership includes any shares as to which the individual
  has sole or shared voting power or investment power and also any
  shares which the individual has the right to acquire within 60 days of
  the date of this prospectus through the exercise of any stock option
  or other right.  Unless otherwise indicated in the footnotes, each
  person has sole voting and investment power, or shares such powers
  with his or her spouse, with respect to the shares shown as
  beneficially owned.

(2)  Assumes the sale of all shares of common stock offered hereby.

(3)   Based upon 35,674,674 shares of common stock outstanding as of
      January 9, 2001.

(4)  The securities sold by the selling securityholder under this
  prospectus include:  (i) 111,864 shares of common stock issued to the
  selling securityholder in lieu of a cash payment in respect of interest
  owing on Cadiz's loans outstanding from ING Baring (U.S.) Capital LLC,
  an affiliate of the selling securityholder; (ii) up to 350,000
  additional shares of common stock which may be issued in the future by
  Cadiz to the selling securityholder in lieu of cash payments in respect
  of interest owing on Cadiz's loans outstanding from ING Baring; (iii)
  30,997 shares of common stock held by the selling securityholder as a
  result of the exercise of warrants; and (iv) warrants to purchase
  825,000 shares of common stock and the common stock issuable upon the
  exercise of such warrants.  The 825,000 warrants are immediately
  exercisable at an exercise price of $4.75 per share (subject to
  adjustment in certain circumstances as described in the section of this
  prospectus called "Description of Securities" on page 2) and expire on
  the following dates:  April 30, 2003 (with respect to 75,000 warrants);
  April 5, 2004 (with respect to 100,000 warrants); October 31, 2004
  (with respect to 150,000 warrants); April 30, 2005 (with respect to
  50,000 warrants); October 31, 2005 (with respect to 100,000 warrants);
  November 25, 2004 (with respect to 200,000 warrants); April 13, 2005
  (with respect to 112,500 warrants); and May 8, 2005 (with respect to
  37,500 warrants).

(5)  The securities sold by the selling securityholder under this
  prospectus include:  (i) 45,000 shares of common stock; (ii) up to
  877,500 shares of common stock issuable (x) upon the conversion of
  4,500 shares of Series D Convertible Preferred Stock held by the
  selling securityholder and/or (y) in lieu of cash as dividends on 4,500
  shares of Series D Convertible Preferred Stock held by the selling
  securityholder; and (iii) warrants to purchase 292,500 shares of common
  stock and the common stock issuable upon the exercise of such warrants.
  Of the 292,500 warrants, 180,000 are exercisable immediately at an
  exercise price of $7.75 per share (subject to adjustment in certain
  circumstances as described in the section of this prospectus called
  "Description of Securities" on page 2) and expire on December 29, 2003;
  67,500 are exercisable at an exercise price of $7.75 during the period
  from December 31, 2001 to December 31, 2004, but only if Cadiz does not
  repay in full a $4,500,000 loan outstanding from the selling
  securityholder on or prior to December 31, 2001; and 45,000 are
  exercisable at an exercise price of $7.75 during a period of three
  years from the date Cadiz elects to convert all of its outstanding
  shares of Series D Convertible Preferred Stock into common stock, but
  only if Cadiz elects to make such conversion on or prior to December
  31, 2001 and the conditions for conversion as set forth in the terms
  governing the Series D Convertible Preferred Stock are satisfied,
  including the condition that the closing price for Cadiz's common stock
  for any thirty consecutive trading day period ending not more than five
  trading days prior to submission of a notice of conversion has exceeded
  $12.00.

(6)  The securities sold by the selling securityholder under this
  prospectus include:  (i) 5,000 shares of common stock; (ii) up to
  97,500 shares of common stock issuable (x) upon the conversion of 500
  shares of Series D Convertible Preferred Stock held by the selling
  securityholder and/or (y) in lieu of cash as dividends on 500 shares of
  Series D Convertible Preferred Stock held by the selling
  securityholder; and (iii) warrants to purchase 32,500 shares of common
  stock and the common stock issuable upon the exercise of such warrants.
  Of the 32,500 warrants, 20,000 are exercisable immediately at an
  exercise price of $7.75 per share (subject to adjustment in certain
  circumstances as described in the section of this prospectus called
  "Description of Securities" on page 2) and expire on December 29, 2003;
  7,500 are exercisable at an exercise price of $7.75 during the period
  from December 31, 2001 to December 31, 2004, but only if Cadiz does not
  repay in full a $500,000 loan outstanding from the selling
  securityholder on or prior to December 31, 2001; and 5,000 are
  exercisable at an exercise price of $7.75 during a period of three
  years from the date Cadiz elects to convert all of its outstanding
  shares of Series D Convertible Preferred Stock into common stock, but
  only if Cadiz elects to make such conversion on or prior to December
  31, 2001 and the conditions for conversion as set forth in the terms
  governing the Series D Convertible Preferred Stock are satisfied,
  including the condition that the closing price for Cadiz's common stock
  for any thirty consecutive trading day period ending not more than five
  trading days prior to submission of a notice of conversion has exceeded
  $12.00.
</FN>
</TABLE>
                          PLAN OF DISTRIBUTION

     The shares of common stock and warrants to purchase common stock
offered by this prospectus will be offered and sold by the selling
securityholders named in this prospectus, by their donees or
transferees, or by their other successors in interest.  Cadiz has agreed
to bear the expenses of the registration of the shares and warrants,
including legal and accounting fees, other than fees of counsel, if any,
retained individually by the selling securityholders, and any discounts
or commissions payable with respect to sales of the shares and warrants.

     The selling securityholders from time to time may offer and sell
the shares in transactions in the Nasdaq over-the-counter market at
market prices prevailing at the time of sale.  The selling
securityholders from time to time may also offer and sell the shares or
warrants in private transactions at negotiated prices.  The selling
securityholders may sell their shares and warrants directly or to or
through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the selling securityholders
or the purchasers of shares for whom such broker-dealers may act as
agent or to whom they may sell as principal, or both. Such compensation
may be in excess of customary commissions.

     From time to time, the selling securityholders may pledge or grant
a security interest in some or all of the shares or warrants which they
own. If a selling securityholder defaults in performance of its secured
obligations, the pledgees or secured parties may offer and sell the
shares or warrants from time to time by this prospectus (except, in some
cases, if the pledgees or secured parties are broker-dealers or are
affiliated with broker-dealers). The selling securityholders also may
transfer and donate shares or warrants in other circumstances.
Transferees and donees may also offer and sell the shares or warrants
from time to time by this prospectus (except, in some cases, if the
transferees or donees are broker-dealers or are affiliated with broker-
dealers). The number of shares beneficially owned by a selling
securityholder will decrease as and when the selling securityholder
transfers or donates its shares or warrants or defaults in performing
obligations secured by its shares or warrants. The plan of distribution
for the shares and warrants offered and sold under this prospectus will
otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest will be
selling securityholders for purposes of this prospectus. If we are
notified that a donee, pledgee or other successor in interest of a
selling securityholder intends to sell more than 500 shares of our
common stock, we will file a supplement to this prospectus which
includes all of the information required to be disclosed by Item 507 of
Regulation S-K. Further, Cadiz will file a post-effective amendment to
this registration statement upon any change in the plan of distribution.

     The selling securityholders and any broker-dealers acting in
connection with the sale of the shares or warrants covered by this
prospectus may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions
received by them and any profit realized by them on the resale of the
shares or warrants as principals may be deemed to be underwriting
compensation under the Securities Act of 1933.

     Cadiz has agreed to indemnify the selling securityholders against
liabilities they may incur as a result of any untrue statement or
alleged untrue statement of a material fact in the registration
statement of which this prospectus forms a part, or any omission or
alleged omission in this prospectus or the registration statement to
state a material fact necessary in order to make the statements made not
misleading.  This indemnification includes liabilities that the selling
securityholders may incur under the Securities Act of 1933. Cadiz does
not have to give such indemnification if the untrue statement or
omission was made in reliance upon and in conformity with information
furnished in writing to Cadiz by the selling securityholders for use in
this prospectus or the registration statement.

     Cadiz has advised the selling securityholders of the requirement
for delivery of this prospectus in connection with any sale of the
shares.  Cadiz has also advised the selling securityholder of the
relevant cooling off period specified by Regulation M and restrictions
upon the selling securityholders' bidding for or purchasing securities
of Cadiz during the distribution of shares.

TRANSFER AGENT

     The transfer agent for our common stock is Continental Stock
Transfer & Trust Company, New York, New York.

                              LEGAL MATTERS

     Certain legal matters in connection with the issuance of the
securities offered hereby will be passed upon for Cadiz by Miller &
Holguin, attorneys at law, Los Angeles, California.

                                 EXPERTS

     The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Cadiz Inc. for the year
ended December 31, 1999 and the financial statements incorporated
in this prospectus by reference to its Report on Form 8-K dated
January 16, 2001, have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in auditing and
accounting.

                   WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy and
information statements and other information with the Securities and
Exchange Commission.  Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file at the SEC's public reference rooms
located at Room 1024, Judiciary Plaza, 450 5th Street, N.W., Washington,
D.C. 20549, 7 World Trade Center, Suite 1300, New York, New York 10048,
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You may obtain information on the operation of the
SEC's public reference rooms by calling the SEC at 1-800-SEC-0330.

     The SEC allows us to "incorporate by reference" the information we
file with them.  This prospectus incorporates important business and
financial information about Cadiz which is not included in or delivered
with this prospectus.  The information incorporated by reference is an
important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information.

     We incorporate by reference the following documents:

      *    our Annual Report on Form 10-K for the year ended
      December 31, 1999 as filed on March 29, 2000;

      *    our report on Form 10-Q for the quarter ended March 31,
      2000 as filed on May 15, 2000;

      *    our report on Form 10-Q for the quarter ended June 30,
      2000 as filed on August 15, 2000;

      *    our report on Form 10-Q for the quarter ended September
      30, 2000 as filed on November 14, 2000;

      *    our Proxy Statement filed on March 29, 2000 in
      connection with our Annual Meeting of Stockholders held on May 15,
      2000;

      *    our report on Form 8-K dated December 28, 2000 as filed
      on January 3, 2001;

      *     our report on Form 8-K dated January 8, 2001 as filed on
      January 8, 2001;

	*     our report on From 8-K dated January 16, 2001 as filed
	on January 16, 2001;

      *     the description of our class of common stock as set forth in
     our registration statement filed on Form 8-A under the Exchange Act
     on May 8, 1984, as amended by reports on Form 8-K filed on May 26,
     1988, June 2, 1992 and May 10, 1999; and

      *     future filings we make with the SEC under Sections 13(a),
     (13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
     all of the shares offered by the selling shareholders have been
     sold.

     You may obtain a copy of these filings, without charge, by writing
or calling us at:

                               Cadiz Inc.
                   100 Wilshire Boulevard, Suite 1600
                   Santa Monica, California 90401-1111
                    Attention:  Mr. Stanley E. Speer
                             (310) 899-4700

     If you would like to request these filings from us, please do so at
least five business days before you have to make an investment decision.

     You should rely only on the information incorporated by reference
or provided in this prospectus.  We have not authorized anyone else to
provide you with different information.  We are not making an offer of
these securities in any state where the offer is not permitted.  You
should not assume that the information in this prospectus or the
documents incorporated by reference is accurate as of any date other
than on the front of those documents.

                                 PART II

                 INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The Registrant estimates that expenses in connection with the
distribution described in this Registration Statement will be as shown
below.  All expenses incurred with respect to the distribution, except
for fees of counsel, if any, retained individually by the selling
shareholders and any discounts or commissions payable with respect to
sales of the shares, will be paid by Cadiz.  See "Plan of Distribution."

     SEC registration fee               $  6,106.90
     Printing expenses                            0
     Accounting fees and expenses          3,500.00
     Legal fees and expenses              20,000.00
     Miscellaneous                                0
                                        ___________
     Total                              $ 29,606.90
                                        ===========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits Cadiz's
Board of Directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his being or having been a
director, officer, employee or agent of Cadiz, in terms sufficiently
broad to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933, as amended (the "Act").  The statute
provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     Our Bylaws provide for mandatory indemnification of directors and
officers of the Company, and those serving at the request of Cadiz as
directors, officers, employees, or agents of other entities
(collectively, "Agents"), to the maximum extent permitted by law.  The
Bylaws provide that such indemnification shall be a contract right
between each Agent and Cadiz.

     The subscription agreements between the company and the purchasers
(the "Purchasers") of certain of the securities registered for resale
hereunder provide that Cadiz shall indemnify the Purchasers under
certain circumstances and the Purchasers shall indemnify Cadiz and
controlling persons of the Company under certain circumstances,
including indemnification for liabilities arising under the Act.
Certain of the warrants registered hereunder also include similar
indemnification provisions.

     Cadiz's Certificate of Incorporation provides that a director of
the company shall not be personally liable to the company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty
of loyalty to Cadiz or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.  Cadiz also has purchased a
liability insurance policy which insures its directors and officers
against certain liabilities, including liabilities under the Act.

ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     The following exhibits are filed or incorporated by reference as
part of this Registration Statement.

  3.1  Certificate of Incorporation of the Company, as amended(2)

  3.2  Amendment to Certificate of Incorporation dated November 12,
       1996(3)

  3.3  Amendment to Certificate of Incorporation dated September 1,
       1998(12)

  3.4  Amended and Restated Certificate of Incorporation of Sun
       World, Inc.(9)

  3.5  Certificate of Merger of Sun World International, Inc. into
       Sun World, Inc.(9)

  3.6  Agreement and Plan of Merger of Sun World, Inc. and Sun
       World International, Inc.(9)

  3.7  Amended and Restated Bylaws of Sun World International, Inc.(9)

  3.8  Bylaws of the Company, as amended (13)

  4.1  Specimen Form of Stock Certificate for the Company's
       registered stock(12)

  4.2  Certificate of Designations of 6% Convertible Series A
       Preferred Stock(1)

  4.3  Certificate of Designations of 6% Convertible Series B
       Preferred Stock(4)

  4.4  Certificate of Designations of 6% Convertible Series C
       Preferred Stock(1)

  4.5  Certificate of Designations of Series A Junior Participating
       Preferred Stock(14)

  4.6  Certificate of Designations of Series D Preferred Stock
       dated December 28,  2000(15)

  4.7  Certificate of Correction Filed to Correct the Certificate
       of Designations of Series D Preferred Stock of Cadiz Inc. dated
       December 28, 2000(15)

  4.8  Form of Warrant to Purchase Common Stock of Cadiz Inc. (Initial
       Warrant - A) issued to OZ Master Fund, Ltd. (45,000 shares)

  4.9  Form of Warrant to Purchase Common Stock of Cadiz Inc. (Subsequent
       Warrant - A) issued to OZ Master Fund, Ltd. (45,000 shares)

 4.10  Form of Warrant to Purchase Common Stock of Cadiz Inc. (Initial
       Warrant - B) issued to OZF Credit Opportunities Master Fund, Ltd. (5,000
       shares)

 4.11  Form of Warrant to Purchase Common Stock of Cadiz Inc.
       (Subsequent Warrant - B) issued to OZF Credit Opportunities
       Master Fund, Ltd. (5,000 shares)

 4.12  Form of Warrant to Purchase Common Stock of Cadiz Inc.
       (First Warrant - A) issued to OZ Master Fund, Ltd. (135,000
       shares)

 4.13  Form of Warrant to Purchase Common Stock of Cadiz Inc.
       (First Warrant - B) issued to OZF Credit Opportunities Master
       Fund, Ltd. (15,000 shares)

 4.14  Form of Warrant to Purchase Common Stock of Cadiz Inc.
       (Second Warrant - A) issued to OZ Master Fund, Ltd. (67,500
       shares)

 4.15  Form of Warrant to Purchase Common Stock of Cadiz Inc.
       (Second Warrant - B) issued to OZF Credit Opportunities Master
       Fund, Ltd. (7,500 shares)

 4.16  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Initial Draw Warrant Certificate) issued to
       Middenbank Curacao, N.V. (200,000 shares)

 4.17  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Additional Draw Warrant Certificate) issued
       to Middenbank Curacao, N.V. (150,000 shares)

 4.18  Form of Registration Rights Addendum with respect to Initial
       Warrant - A and Subsequent Warrant - A issued to OZ Master Fund,
       Ltd. (each warrant for 45,000 shares) (Exhibits 4.8 and 4.9)

 4.19  Form of Registration Rights Addendum with respect to Initial
       Warrant - B and Subsequent Warrant - B issued to OZF Credit
       Opportunities Master Fund, Ltd. (each warrant for 5,000 shares)
       (Exhibits 4.10 and 4.11)

 4.20  Form of Registration Rights Addendum with respect to First
       Warrant - A and Second Warrant - A issued to OZ Master Fund, Ltd.
       (warrants for a total of 202,500 shares) (Exhibits 4.12 and 4.14)

 4.21  Form of Registration Rights Addendum with respect to First
       Warrant - B and Second Warrant - B issued to OZF Credit
       Opportunities Master Fund, Ltd. (warrants for a total of 22,500
       shares) (Exhibits 4.13 and 4.15)

 4.22  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Second Warrant Certificate) issued to
       Middenbank Curacao, N.V. (75,000 shares)

 4.23  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Fourth Warrant Certificate) issued to
       Middenbank Curacao, N.V. (100,000 shares)

 4.24  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Fifth Warrant Certificate) issued to
       Middenbank Curacao, N.V. (150,000 shares)

 4.25  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Sixth Warrant Certificate) issued to
       Middenbank Curacao, N.V. (50,000 shares)

 4.26  Form of Amended and Restated Warrant to Purchase Common
       Stock of Cadiz Inc. (Seventh Warrant Certificate) issued to
       Middenbank Curacao, N.V. (100,000 shares)

 4.27  Indenture dated as of April 16, 1997 among Sun World as
       issuer, Sun World and certain subsidiaries of Sun World as
       guarantors, and IBJ Whitehall Bank & Trust Company as trustee,
       for the benefit of holders of 11-1/4% First Mortgage Notes due
       2004 (including as Exhibit A to the Indenture, the form of the
       Global Note and the form of each Guarantee)(7)

 4.28  Form of Amendment to Indenture dated as of October 9, 1997(10)

 4.29  Form of Amendment to Indenture dated as of January 23, 1998(11)

 5.1   Form of Opinion of Miller & Holguin as to the legality of
       the securities being registered

 23.1  Consent of Independent Accountants

 23.2 Consent of Miller & Holguin (included in its opinion filed
       as Exhibit 5.1)

     (1)  Previously filed as Exhibit to the Company's Report on Form 8-
          K dated September 13, 1996

     (2)  Previously filed as Exhibit to the Company's Registration
          Statement of Form S-1 (Registration No. 33-75642) declared
          effective May 16, 1994

     (3)  Previously filed as Exhibit to the Company's Report on Form 10-
          Q for the quarter ended September 30, 1996

     (4)  Previously filed as Exhibit to the Company's Annual Report on
          Form 10-K for the fiscal year ended March 31, 1996

     (5)  Previously filed as Exhibit A to the Company's Proxy Statement
          relating to the Annual Meeting of Stockholders held on
          November 8, 1996

     (6)  Previously filed as Exhibit to the Company's Transition Report
          on Form 10-K for the nine months ended December 31, 1996

     (7)  Previously filed as Exhibit to Amendment No. 1 to the
          Company's Form S-1 Registration Statement No. 333-19109

     (8)  Previously filed as Exhibit to the Company's Report on Form 10-
          Q for the quarter ended March 31, 1997

     (9)  Previously filed as Exhibit to Sun World's Form S-4
          Registration Statement No. 333-31103

     (10) Previously filed as Exhibit to Amendment No. 2 to Sun World's
          Form S-4 Registration Statement No. 333-31103

     (11) Previously filed as Exhibit to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1997

     (12) Previously filed as Exhibit to the Company's Report on Form 10-
          Q for the quarter ended September 30, 1998

     (13) Previously filed as Exhibit to the Company's Report on Form 10-
          Q for the quarter ended June 30, 1999

     (14) Previously filed as Exhibit to the Company's Report on Form 8-
          K dated May 10, 1999

     (15) Previously filed as Exhibit to the Company's Report on Form 8-
          K dated December 28, 2000

ITEM 17.  UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration
          statement:

          (i)  To include any prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement
               (or the most recent post-effective amendment thereof)
               which, individually or in the aggregate, represent a
               fundamental change in the information set forth in the
               registration statement. Notwithstanding the foregoing,
               any increase or decrease in volume of securities offered
               (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation
               from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in
               the aggregate, the changes in volume and price represent
               no more than a 20% change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration
               statement;

       (iii)   To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
		   statement or any material change to such information in the
		   registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement relating to
          the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona
          fide offering thereof; and

     (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

(b)  That for purposes of determining any liability under the Securities
     Act of 1933, each filing of the registrant's annual report pursuant
     to section 13(a) or section 15(d) of the Securities Exchange Act of
     1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

  (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in
     connection with the securities being registered, the registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of
     such issue.
                               SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica,
State of California, on January 16, 2001.

                              CADIZ INC.
                              Registrant

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

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                  TITLE                   DATE
______________________   ________________________   __________________

/S/ KEITH BRACKPOOL      Chief Executive Officer    January 16, 2001
___________________            and Director
Keith Brackpool            (Principal Executive
                                 Officer)

/S/ STANLEY E. SPEER     Chief Financial Officer    January 16, 2001
____________________          and Secretary
Stanley E. Speer         (Principal Financial and
                           Accounting Officer)

/S/ DWIGHT W. MAKINS      Chairman of the Board     January 16, 2001
____________________           and Director
Dwight W. Makins


/S/ MURRAY H. HUTCHISON          Director           January 16, 2001
_______________________
Murray H. Hutchinson


/S/ MITT PARKER                  Director           January 16, 2001
___________________
Mitt Parker


/S/ TIMOTHY J. SHAHEEN           Director           January 16, 2001
______________________

Timothy J. Shaheen


/S/ ANTHONY L. COELHO            Director           January 16, 2001
_______________________
Anthony L. Coelho



                             EXHIBITS INDEX


Exhibit No.:                       Title of Document
____________        ___________________________________________________

     3.1       Certificate of Incorporation of the Company, as
		   amended(2)

     3.2       Amendment to Certificate of Incorporation dated
               November 12, 1996(3)

     3.3       Amendment to Certificate of Incorporation dated
               September 1, 1998(12)

     3.4       Amended and Restated Certificate of
               Incorporation of Sun World, Inc.(9)

     3.5       Certificate of Merger of Sun World
               International, Inc. into Sun World, Inc.(9)

     3.6       Agreement and Plan of Merger of Sun World, Inc.
               and Sun World International, Inc.(9)

     3.7       Amended and Restated Bylaws of Sun World
               International, Inc.(9)

     3.8       Bylaws of the Company, as amended (13)

     4.1       Specimen Form of Stock Certificate for the
               Company's registered stock(12)

     4.2       Certificate of Designations of 6% Convertible
               Series A Preferred Stock(1)

     4.3       Certificate of Designations of 6% Convertible
               Series B Preferred Stock(4)

     4.4       Certificate of Designations of 6% Convertible
               Series C Preferred Stock(1)

     4.5       Certificate of Designations of Series A Junior
               Participating Preferred Stock(14)

     4.6       Certificate of Designations of Series D
               Preferred Stock dated December 28, 2000(15)

     4.7       Certificate of Correction Filed to Correct the
               Certificate of Designations of Series D Preferred Stock
               of Cadiz Inc. dated December 28, 2000(15)

     4.8       Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (Initial Warrant - A) issued to OZ Master
               Fund, Ltd. (45,000 shares)

     4.9       Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (Subsequent Warrant - A) issued to OZ Master
               Fund, Ltd. (45,000 shares)

     4.10      Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (Initial Warrant - B) issued to OZF Credit
               Opportunities Master Fund, Ltd. (5,000 shares)

     4.11      Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (Subsequent Warrant - B) issued to OZF Credit
               Opportunities Master Fund, Ltd. (5,000 shares)

     4.12      Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (First Warrant - A) issued to OZ Master Fund,
               Ltd. (135,000 shares)

     4.13      Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (First Warrant - B) issued to OZF Credit
               Opportunities Master Fund, Ltd. (15,000 shares)

     4.14      Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (Second Warrant - A) issued to OZ Master Fund,
               Ltd. (67,500 shares)

     4.15      Form of Warrant to Purchase Common Stock of
               Cadiz Inc. (Second Warrant - B) issued to OZF Credit
               Opportunities Master Fund, Ltd. (7,500 shares)

     4.16      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Initial Draw Warrant
               Certificate) issued to Middenbank Curacao, N.V. (200,000
               shares)

     4.17      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Additional Draw
               Warrant Certificate) issued to Middenbank Curacao, N.V.
               (150,000 shares)

     4.18      Form of Registration Rights Addendum with
               respect to Initial Warrant - A and Subsequent Warrant - A
               issued to OZ Master Fund, Ltd. (each warrant for 45,000
               shares) (Exhibits 4.8 and 4.9)

     4.19      Form of Registration Rights Addendum with
               respect to Initial Warrant - B and Subsequent Warrant - B
               issued to OZF Credit Opportunities Master Fund, Ltd.
               (each warrant for 5,000 shares) (Exhibits 4.10 and 4.11)

     4.20      Form of Registration Rights Addendum with
               respect to First Warrant - A and Second Warrant - A
               issued to OZ Master Fund, Ltd. (warrants for a total of
               202,500 shares) (Exhibits 4.12 and 4.14)

     4.21      Form of Registration Rights Addendum with
               respect to First Warrant - B and Second Warrant - B
               issued to OZF Credit Opportunities Master Fund, Ltd.
               (warrants for a total of 22,500 shares) (Exhibits 4.13
               and 4.15)

     4.22      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Second Warrant
               Certificate) issued to Middenbank Curacao, N.V. (75,000
               shares)

     4.23      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Fourth Warrant
               Certificate) issued to Middenbank Curacao, N.V. (100,000
               shares)

     4.24      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Fifth Warrant
               Certificate) issued to Middenbank Curacao, N.V. (150,000
               shares)

     4.25      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Sixth Warrant
               Certificate) issued to Middenbank Curacao, N.V. (50,000
               shares)

     4.26      Form of Amended and Restated Warrant to
               Purchase Common Stock of Cadiz Inc. (Seventh Warrant
               Certificate) issued to Middenbank Curacao, N.V. (100,000
               shares)

     4.27      Indenture dated as of April 16, 1997 among Sun
               World as issuer, Sun World and certain subsidiaries of
               Sun World as guarantors, and IBJ Whitehall Bank & Trust
               Company as trustee, for the benefit of holders of 11-1/4%
               First Mortgage Notes due 2004 (including as Exhibit A to
               the Indenture, the form of the Global Note and the form
               of each Guarantee)(7)

     4.28      Form of Amendment to Indenture dated as of
               October 9, 1997(10)

     4.29      Form of Amendment to Indenture dated as of
               January 23, 1998(11)

     5.1       Form of Opinion of Miller & Holguin as to the
               legality of the securities being registered

     23.1      Consent of Independent Accountants

     23.2      Consent of Miller & Holguin (included in its
               opinion filed as Exhibit 5.1)

          (1)  Previously filed as Exhibit to the Company's Report on
          Form 8-K dated September 13, 1996

          (2)  Previously filed as Exhibit to the Company's Registration
          Statement of Form S-1 (Registration No. 33-75642) declared
          effective May 16, 1994

          (3)  Previously filed as Exhibit to the Company's Report on
          Form 10-Q for the quarter ended September 30, 1996

          (4)  Previously filed as Exhibit to the Company's Annual
          Report on Form 10-K for the fiscal year ended March 31, 1996

          (5)  Previously filed as Exhibit A to the Company's Proxy
          Statement relating to the Annual Meeting of Stockholders held
          on November 8, 1996

          (6)  Previously filed as Exhibit to the Company's Transition
          Report on Form 10-K for the nine months ended December 31,
          1996

          (7)  Previously filed as Exhibit to Amendment No. 1 to the
          Company's Form S-1 Registration Statement No. 333-19109

          (8)  Previously filed as Exhibit to the Company's Report on
          Form 10-Q for the quarter ended March 31, 1997

          (9)  Previously filed as Exhibit to Sun World's Form S-4
          Registration Statement No. 333-31103

          (10) Previously filed as Exhibit to Amendment No. 2 to Sun
          World's Form S-4 Registration Statement No. 333-31103

          (11) Previously filed as Exhibit to the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31,
          1997

          (12) Previously filed as Exhibit to the Company's Report on
          Form 10-Q for the quarter ended September 30, 1998

          (13) Previously filed as Exhibit to the Company's Report on
          Form 10-Q for the quarter ended June 30, 1999

          (14) Previously filed as Exhibit to the Company's Report on
          Form 8-K dated May 10, 1999

          (15) Previously filed as Exhibit to the Company's Report on
          Form 8-K dated December 28, 2000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>2
<FILENAME>exhibit4-8.txt
<TEXT>


                                                              EXHIBIT 4.8
                                                              ___________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 45,000 Shares of Common Stock.


                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                          (Initial Warrant - A)

      This is to Certify that, FOR VALUE RECEIVED, OZ Master Fund, Ltd.
 ("OZ"), or assigns ("Holder"), is entitled to purchase, subject to the
 provisions of this Warrant, from Cadiz Inc., a Delaware corporation
 ("Company"), Forty Five Thousand (45,000) shares of Common Stock, $0.01
 par value, of the Company ("Common Stock") at a price of Seven Dollars
 and Seventy-Five Cents ($7.75) per share at any time during the period
 commencing on the date set forth on the signature page hereof (the
 "Initial Exercise Date") to the third anniversary of the Initial
 Exercise Date (the "Expiration Date"), but not later than 5:00 p.m., New
 York Time, on the Expiration Date.  The shares of Common Stock (or other
 stock or securities) deliverable upon such exercise are hereinafter
 sometimes referred to as "Warrant Shares" and the exercise price of each
 share of Common Stock (as such price may be adjusted from time to time
 as provided herein or in the Registration Rights Addendum attached to
 the Subscription Agreement dated as of even date herewith between OZ and
 the Company) is hereinafter sometimes referred to as the "Exercise
 Price".

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 Exercise Price on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 Exercise 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 shareholders 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
     Exercise Price shall be readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     to all holders of its Common Stock (excluding those referred to in
     Subsections (1) or (2) above), then in each such case the Exercise
     Price in effect thereafter shall be determined by multiplying the
     Exercise Price in effect immediately prior thereto by a fraction,
     the numerator of which shall be the total number of shares of Common
     Stock outstanding multiplied by the current market price per share
     of Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the
     holders of a majority of the Series D Preferred Stock) of said
     extraordinary dividend, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     (excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise or conversion of options or
     other equity securities granted to the Company's employees under a
     plan or plans adopted by the Company's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the extent
     that the aggregate number of shares excluded hereby and issued after
     the date hereof shall not exceed in the aggregate 13% of the
     Company's Common Stock outstanding as of the date hereof), (iii)
     upon exercise of convertible securities outstanding at the date
     hereof, this Warrant, or any convertible securities issued
     subsequent to the date hereof which are convertible into Common
     Stock at an exercise price equal or greater to the Exercise 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), (iv) upon the exercise of any convertible
     security as to which the Exercise Price has already been adjusted
     pursuant to Subsection (5) below, and (v) to shareholders of any
     corporation which merges into the Company 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 (f) (without regard to
     Subsection (9) below) with respect to the transaction giving rise to
     such rights) for a consideration per share less than the Exercise
     Price, then on the date the Company fixes the offering price of such
     additional shares, the Exercise Price shall be adjusted immediately
     thereafter so that it shall equal the price determined by
     multiplying the Exercise 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 (7) below) for the issuance of such
     additional shares would purchase at such Exercise 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.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock (excluding securities
     issued in transactions described in Subsections (2) and (3) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as
     provided in Subsection (7) below) less than the Exercise Price in
     effect as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below for such securities would
     purchase at such Exercise 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 Company 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.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.

                                  CADIZ INC.

                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________



                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>3
<FILENAME>exhibit4-9.txt
<TEXT>


                                                              EXHIBIT 4.9
                                                              ___________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 45,000 Shares of Common Stock.


                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                        (Subsequent Warrant - A)

      This is to Certify that, FOR VALUE RECEIVED, OZ Master Fund, Ltd.
 ("OZ"), or assigns ("Holder"), is entitled to purchase, subject to the
 provisions of this Warrant, from Cadiz Inc., a Delaware corporation
 ("Company"), Forty Five Thousand (45,000) shares of Common Stock, $0.01
 par value, of the Company ("Common Stock") at a price of Seven Dollars
 and Seventy-Five Cents ($7.75) per share at any time during the period
 commencing on the Mandatory Conversion Date, as defined in the Company's
 Certificate of Designations of Series D Preferred Stock (the "Initial
 Exercise Date") to the third anniversary of the Initial Exercise Date
 (the "Expiration Date"), but not later than 5:00 p.m., New York Time, on
 the Expiration Date.  The shares of Common Stock (or other stock or
 securities) deliverable upon such exercise are hereinafter sometimes
 referred to as "Warrant Shares" and the exercise price of each share of
 Common Stock (as such price may be adjusted from time to time as
 provided herein or in the Registration Rights Addendum attached to the
 Subscription Agreement dated as of even date herewith between OZ and the
 Company) is hereinafter sometimes referred to as the "Exercise Price".

      Notwithstanding anything to the contrary set forth herein, this
 Warrant shall not be exercisable by the Holder unless the Mandatory
 Conversion Date occurs on or prior to the first anniversary of the date
 set forth on the signature page hereof.  Should the Mandatory Conversion
 Date not have occurred on or prior to the first anniversary of the date
 set forth on the signature page hereof, then this Warrant shall
 immediately and without the requirement of notice be canceled and shall
 be of no further force and effect.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

      (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

      (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

      (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

           (1)  In case the Company shall (i) pay a dividend or make a
      distribution on its shares of Common Stock in shares of Common
      Stock, (ii) subdivide or reclassify its outstanding Common Stock in
      shares of Common Stock into a greater number of shares, or (iii)
      combine or reclassify its outstanding Common Stock into a smaller
      number of shares, then the Exercise Price in effect at the time of
      the record date for such dividend or distribution or of the
      effective date of such subdivision, combination or reclassification
      shall be adjusted so that such Exercise Price shall equal the price
      determined by multiplying the Exercise Price in effect immediately
      prior to such record date or effective date by a fraction, the
      numerator of which is the number of shares of Common Stock
      outstanding on such record date or effective date, and the
      denominator of which is the number of shares of Common stock
      outstanding immediately after such dividend, distribution,
      subdivision, combination or reclassification.  For example, if the
      Company declares a 2 for 1 stock dividend or stock split and the
      Exercise Price immediately prior to such event was $8.00 per share,
      the adjusted Exercise Price immediately after such event would be
      $4.00 per share.

           Such adjustment shall be made successively whenever any event
      listed in this Subsection (1) shall occur.

           (2)  In case the Company 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 Exercise Price on the record date
      mentioned below, then the Exercise Price shall be adjusted so that
      the same shall equal the price determined by multiplying the
      Exercise 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 Exercise 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 shareholders 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
      Exercise Price shall be readjusted to the Exercise 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.

      (3)  In case the Company shall hereafter declare any dividend
 outside the ordinary course of business ("extraordinary dividend") to
 all holders of its Common Stock(excluding those referred to in
 Subsections (1) or (2) above), then in each such case the Exercise Price
 in effect thereafter shall be determined by multiplying the Exercise
 Price in effect immediately prior thereto by a fraction, the numerator
 of which shall be the total number of shares of Common Stock outstanding
 multiplied by the current market price per share of Common Stock (as
 defined in Subsection (8) below), less the aggregate fair market value
 (as determined in good faith by the Company's Board of Directors and
 reasonably acceptable to the holders of a majority of the Series D
 Preferred Stock) of said extraordinary dividend, and the denominator of
 which shall be the total number of shares of Common Stock outstanding
 multiplied by such current market price per share of Common Stock.

             Such adjustment shall be made successively whenever any such
      distribution is made and shall become effective immediately after
      the record date for the determination of shareholders entitled to
      receive such distribution.

           (4)  In case the Company shall issue shares of its Common
      Stock (excluding shares issued (i) in any of the transactions
      described in Subsection (1) above, (ii) upon exercise or conversion
      of options or other equity securities granted to the Company's
      employees under a plan or plans adopted by the Company's Board of
      Directors and approved by its shareholders (if required), if such
      shares would otherwise be included in this Subsection (4) (but only
      to the extent that the aggregate number of shares excluded hereby
      and issued after the date hereof shall not exceed in the aggregate
      13% of the Company's Common Stock outstanding as of the date
      hereof), (iii) upon exercise of convertible securities outstanding
      at the date hereof, this Warrant, or any convertible securities
      issued subsequent to the date hereof which are convertible into
      Common Stock at an exercise price equal or greater to the Exercise
      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), (iv) upon the exercise of any
      convertible security as to which the Exercise Price has already
      been adjusted pursuant to Subsection (5) below, and (v) to
      shareholders of any corporation which merges into the Company 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 (f) (without regard to Subsection (9) below) with respect
      to the transaction giving rise to such rights) for a consideration
      per share less than the Exercise Price, then on the date the
      Company fixes the offering price of such additional shares, the
      Exercise Price shall be adjusted immediately thereafter so that it
      shall equal the price determined by multiplying the Exercise 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 (7)
      below) for the issuance of such additional shares would purchase at
      such Exercise 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.

           (5)  In case the Company shall issue any securities
      convertible into or exchangeable for its Common Stock (excluding
      securities issued in transactions described in Subsections (2) and
      (3) above) for a consideration per share of Common Stock initially
      deliverable upon conversion or exchange of such securities
      (determined as provided in Subsection (7) below less than the
      Exercise Price in effect as of the date upon which the conversion
      or exercise price for such securities is fixed, then the Exercise
      Price shall be adjusted immediately thereafter so that it shall
      equal the price determined by multiplying the Exercise 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 (7)
      below) for such securities would purchase at such Exercise 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
      Company 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.

           (6)  Whenever the Exercise Price payable upon exercise of each
      Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
      (5) above, the number of Warrant Shares purchasable upon exercise
      of this Warrant shall simultaneously be adjusted by multiplying the
      number of Warrant Shares issuable upon exercise of this Warrant
      immediately prior to such adjustment by the Exercise Price in
      effect immediately prior to such adjustment and dividing the
      product so obtained by the Exercise Price, as adjusted.

           (7)  For purposes of any computation respecting consideration
      received pursuant to Subsections (4) and (5) 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
           Company 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 Company (irrespective of the
           accounting treatment thereof) and reasonably acceptable to the
           Holder; 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 Company for the
           issuance of such securities plus the additional minimum
           consideration, if any, to be received by the Company 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 (7)].

           (8)  For the purpose of any computation under Subsections (2),
      (3), (4) and (5) above, the current market price per share of
      Common Stock at any date shall be deemed to be the average of the
      daily closing prices for 30 consecutive business days before such
      date.  The closing price for each day shall be the last sale price
      regular way or, in case no such reported sale takes place on such
      day, the average of the last reported bid and asked prices regular
      way, in either case on the principal national securities exchange
      on which the Common Stock is admitted to trading or listed, or if
      not listed or admitted to trading on such exchange, the average of
      the last reported bid and asked prices as reported by Nasdaq, or
      other similar organization if Nasdaq is no longer reporting such
      information, of if not so available, the fair market price as
      determined in good faith by the Board of Directors and reasonably
      acceptable to the Holder.
           (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest
      cent or to the nearest one-hundredth of a share, as the case may
      be.  Anything in this Section (f) to the contrary notwithstanding,
      the Company shall be entitled, but shall not be required, to reduce
      the Exercise Price, in addition to those changes required by this
      Section (f), 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
      (f) hereafter made by the Company 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.

           (10) In the event that at any time, as a result of an
      adjustment made pursuant to Subsection (1) above, the Holder of
      this Warrant thereafter shall become entitled to receive any shares
      of the Company, other than Common Stock, thereafter the number of
      such other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
      above. The Company may retain a firm of independent certified
      public accountants selected by the Board of Directors (who may be
      the regular accountants employed by the Company) to make any
      computation required by Section (f), and a certificate signed by
      such firm shall be conclusive evidence of the correctness of such
      adjustment absent manifest error or negligence.

           (11) Irrespective of any adjustments in the Exercise Price or
      the number or kind of shares purchasable upon exercise of this
      Warrant, Warrants theretofore or thereafter issued may continue to
      express the same price and number and kind of shares as are stated
      in this Warrant.

      (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

      (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

      (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

      (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

      (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.


                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000


                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>4
<FILENAME>exhibit4-10.txt
<TEXT>


                                                             EXHIBIT 4.10
                                                             ____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
            Warrant to Purchase 5,000 Shares of Common Stock.


                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                          (Initial Warrant - B)

      This is to Certify that, FOR VALUE RECEIVED, OZF Credit
 Opportunities Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
 entitled to purchase, subject to the provisions of this Warrant, from
 Cadiz Inc., a Delaware corporation ("Company"), Five Thousand (5,000)
 shares of Common Stock, $0.01 par value, of the Company ("Common Stock")
 at a price of Seven Dollars and Seventy-Five Cents ($7.75) per share at
 any time during the period commencing on the date set forth on the
 signature page hereof (the "Initial Exercise Date") to the third
 anniversary of the Initial Exercise Date (the "Expiration Date"), but
 not later than 5:00 p.m., New York Time, on the Expiration Date.  The
 shares of Common Stock (or other stock or securities) deliverable upon
 such exercise are hereinafter sometimes referred to as "Warrant Shares"
 and the exercise price of each share of Common Stock (as such price may
 be adjusted from time to time as provided herein or in the Registration
 Rights Addendum attached to the Subscription Agreement dated as of even
 date herewith between OZF and the Company) is hereinafter sometimes
 referred to as the "Exercise Price".

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 Exercise Price on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 Exercise 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 shareholders 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
     Exercise Price shall be readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     to all holders of its Common Stock (excluding those referred to in
     Subsections (1) or (2) above), then in each such case the Exercise
     Price in effect thereafter shall be determined by multiplying the
     Exercise Price in effect immediately prior thereto by a fraction,
     the numerator of which shall be the total number of shares of Common
     Stock outstanding multiplied by the current market price per share
     of Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the
     holders of a majority of the Series D Preferred Stock) of said
     extraordinary dividend, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     (excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise or conversion of options or
     other equity securities granted to the Company's employees under a
     plan or plans adopted by the Company's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the extent
     that the aggregate number of shares excluded hereby and issued after
     the date hereof shall not exceed in the aggregate 13% of the
     Company's Common Stock outstanding as of the date hereof), (iii)
     upon exercise of convertible securities outstanding at the date
     hereof, this Warrant, or any convertible securities issued
     subsequent to the date hereof which are convertible into Common
     Stock at an exercise price equal or greater to the Exercise 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), (iv) upon the exercise of any convertible
     security as to which the Exercise Price has already been adjusted
     pursuant to Subsection (5) below, and (v) to shareholders of any
     corporation which merges into the Company 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 (f) (without regard to
     Subsection (9) below) with respect to the transaction giving rise to
     such rights) for a consideration per share less than the Exercise
     Price, then on the date the Company fixes the offering price of such
     additional shares, the Exercise Price shall be adjusted immediately
     thereafter so that it shall equal the price determined by
     multiplying the Exercise 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 (7) below) for the issuance of such
     additional shares would purchase at such Exercise 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.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock (excluding securities
     issued in transactions described in Subsections (2) and (3) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as
     provided in Subsection (7) below) less than the Exercise Price in
     effect as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below for such securities would
     purchase at such Exercise 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 Company 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.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.

                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>5
<FILENAME>exhibit4-11.txt
<TEXT>

                                                             EXHIBIT 4.11
                                                            _____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
            Warrant to Purchase 5,000 Shares of Common Stock.


                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                        (Subsequent Warrant - B)

      This is to Certify that, FOR VALUE RECEIVED, OZF Credit
 Opportunities Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
 entitled to purchase, subject to the provisions of this Warrant, from
 Cadiz Inc., a Delaware corporation ("Company"), Five Thousand (5,000)
 shares of Common Stock, $0.01 par value, of the Company ("Common Stock")
 at a price of Seven Dollars and Seventy-Five Cents ($7.75) per share at
 any time during the period commencing on the Mandatory Conversion Date,
 as defined in the Company's Certificate of Designations of Series D
 Preferred Stock (the "Initial Exercise Date") to the third anniversary
 of the Initial Exercise Date (the "Expiration Date"), but not later than
 5:00 p.m., New York Time, on the Expiration Date.  The shares of Common
 Stock (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein or in the Registration Rights Addendum
 attached to the Subscription Agreement dated as of even date herewith
 between OZF and the Company) is hereinafter sometimes referred to as the
 "Exercise Price".

      Notwithstanding anything to the contrary set forth herein, this
 Warrant shall not be exercisable by the Holder unless the Mandatory
 Conversion Date occurs on or prior to the first anniversary of the date
 set forth on the signature page hereof.  Should the Mandatory Conversion
 Date not have occurred on or prior to the first anniversary of the date
 set forth on the signature page hereof, then this Warrant shall
 immediately and without the requirement of notice be canceled and shall
 be of no further force and effect.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

      (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

      (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

      (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

           (1)  In case the Company shall (i) pay a dividend or make a
      distribution on its shares of Common Stock in shares of Common
      Stock, (ii) subdivide or reclassify its outstanding Common Stock in
      shares of Common Stock into a greater number of shares, or (iii)
      combine or reclassify its outstanding Common Stock into a smaller
      number of shares, then the Exercise Price in effect at the time of
      the record date for such dividend or distribution or of the
      effective date of such subdivision, combination or reclassification
      shall be adjusted so that such Exercise Price shall equal the price
      determined by multiplying the Exercise Price in effect immediately
      prior to such record date or effective date by a fraction, the
      numerator of which is the number of shares of Common Stock
      outstanding on such record date or effective date, and the
      denominator of which is the number of shares of Common stock
      outstanding immediately after such dividend, distribution,
      subdivision, combination or reclassification.  For example, if the
      Company declares a 2 for 1 stock dividend or stock split and the
      Exercise Price immediately prior to such event was $8.00 per share,
      the adjusted Exercise Price immediately after such event would be
      $4.00 per share.

           Such adjustment shall be made successively whenever any event
      listed in this Subsection (1) shall occur.

           (2)  In case the Company 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 Exercise Price on the record date
      mentioned below, then the Exercise Price shall be adjusted so that
      the same shall equal the price determined by multiplying the
      Exercise 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 Exercise 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 shareholders 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
      Exercise Price shall be readjusted to the Exercise 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.

      (3)  In case the Company shall hereafter declare any dividend
 outside the ordinary course of business ("extraordinary dividend") to
 all holders of its Common Stock(excluding those referred to in
 Subsections (1) or (2) above), then in each such case the Exercise Price
 in effect thereafter shall be determined by multiplying the Exercise
 Price in effect immediately prior thereto by a fraction, the numerator
 of which shall be the total number of shares of Common Stock outstanding
 multiplied by the current market price per share of Common Stock (as
 defined in Subsection (8) below), less the aggregate fair market value
 (as determined in good faith by the Company's Board of Directors and
 reasonably acceptable to the holders of a majority of the Series D
 Preferred Stock) of said extraordinary dividend, and the denominator of
 which shall be the total number of shares of Common Stock outstanding
 multiplied by such current market price per share of Common Stock.

             Such adjustment shall be made successively whenever any such
      distribution is made and shall become effective immediately after
      the record date for the determination of shareholders entitled to
      receive such distribution.

           (4)  In case the Company shall issue shares of its Common
      Stock (excluding shares issued (i) in any of the transactions
      described in Subsection (1) above, (ii) upon exercise or conversion
      of options or other equity securities granted to the Company's
      employees under a plan or plans adopted by the Company's Board of
      Directors and approved by its shareholders (if required), if such
      shares would otherwise be included in this Subsection (4) (but only
      to the extent that the aggregate number of shares excluded hereby
      and issued after the date hereof shall not exceed in the aggregate
      13% of the Company's Common Stock outstanding as of the date
      hereof), (iii) upon exercise of convertible securities outstanding
      at the date hereof, this Warrant, or any convertible securities
      issued subsequent to the date hereof which are convertible into
      Common Stock at an exercise price equal or greater to the Exercise
      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), (iv) upon the exercise of any
      convertible security as to which the Exercise Price has already
      been adjusted pursuant to Subsection (5) below, and (v) to
      shareholders of any corporation which merges into the Company 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 (f) (without regard to Subsection (9) below) with respect
      to the transaction giving rise to such rights) for a consideration
      per share less than the Exercise Price, then on the date the
      Company fixes the offering price of such additional shares, the
      Exercise Price shall be adjusted immediately thereafter so that it
      shall equal the price determined by multiplying the Exercise 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 (7)
      below) for the issuance of such additional shares would purchase at
      such Exercise 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.

           (5)  In case the Company shall issue any securities
      convertible into or exchangeable for its Common Stock (excluding
      securities issued in transactions described in Subsections (2) and
      (3) above) for a consideration per share of Common Stock initially
      deliverable upon conversion or exchange of such securities
      (determined as provided in Subsection (7) below less than the
      Exercise Price in effect as of the date upon which the conversion
      or exercise price for such securities is fixed, then the Exercise
      Price shall be adjusted immediately thereafter so that it shall
      equal the price determined by multiplying the Exercise 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 (7)
      below) for such securities would purchase at such Exercise 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
      Company 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.

           (6)  Whenever the Exercise Price payable upon exercise of each
      Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
      (5) above, the number of Warrant Shares purchasable upon exercise
      of this Warrant shall simultaneously be adjusted by multiplying the
      number of Warrant Shares issuable upon exercise of this Warrant
      immediately prior to such adjustment by the Exercise Price in
      effect immediately prior to such adjustment and dividing the
      product so obtained by the Exercise Price, as adjusted.

           (7)  For purposes of any computation respecting consideration
      received pursuant to Subsections (4) and (5) 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
           Company 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 Company (irrespective of the
           accounting treatment thereof) and reasonably acceptable to the
           Holder; 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 Company for the
           issuance of such securities plus the additional minimum
           consideration, if any, to be received by the Company 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 (7)].

        (8)  For the purpose of any computation under Subsections (2), (3), (4)
     and (5) above, the current market price per share of Common Stock at any
     date shall be deemed to be the average of the daily closing prices for
     30 consecutive business days before such date.  The closing price for
     each day shall be the last sale price regular way or, in case no such
     reported sale takes place on such day, the average of the last reported
     bid and asked prices regular way, in either case on the principal
     national securities exchange on which the Common Stock is admitted to
     trading or listed, or if not listed or admitted to trading on such
     exchange, the average of the last reported bid and asked prices as
     reported by Nasdaq, or other similar organization if Nasdaq is no longer
     reporting such information, of if not so available, the fair market
     price as determined in good faith by the Board of Directors and
     reasonably acceptable to the Holder.

           (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest
      cent or to the nearest one-hundredth of a share, as the case may
      be.  Anything in this Section (f) to the contrary notwithstanding,
      the Company shall be entitled, but shall not be required, to reduce
      the Exercise Price, in addition to those changes required by this
      Section (f), 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
      (f) hereafter made by the Company 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.

           (10) In the event that at any time, as a result of an
      adjustment made pursuant to Subsection (1) above, the Holder of
      this Warrant thereafter shall become entitled to receive any shares
      of the Company, other than Common Stock, thereafter the number of
      such other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
      above. The Company may retain a firm of independent certified
      public accountants selected by the Board of Directors (who may be
      the regular accountants employed by the Company) to make any
      computation required by Section (f), and a certificate signed by
      such firm shall be conclusive evidence of the correctness of such
      adjustment absent manifest error or negligence.

           (11) Irrespective of any adjustments in the Exercise Price or
      the number or kind of shares purchasable upon exercise of this
      Warrant, Warrants theretofore or thereafter issued may continue to
      express the same price and number and kind of shares as are stated
      in this Warrant.

      (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

      (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

      (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

      (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

      (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.

                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000


                              PURCHASE FORM


                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>6
<FILENAME>exhibit4-12.txt
<TEXT>


                                                             EXHIBIT 4.12
                                                             ____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 135,000 Shares of Common Stock.



                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                           (First Warrant - A)

      This is to Certify that, FOR VALUE RECEIVED, OZ Master Fund, Ltd.
 ("OZ"), or assigns ("Holder"), is entitled to purchase, subject to the
 provisions of this Warrant, from Cadiz Inc., a Delaware corporation
 ("Company"), One Hundred Thirty Five Thousand (135,000) shares of Common
 Stock, $0.01 par value, of the Company ("Common Stock") at a price of
 Seven Dollars and Seventy-Five Cents ($7.75) per share at any time
 during the period commencing on the date set forth on the signature page
 hereof (the "Initial Exercise Date") to the third anniversary of the
 Initial Exercise Date (the "Expiration Date"), but not later than 5:00
 p.m., New York Time, on the Expiration Date.  The shares of Common Stock
 (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein or in the Registration Rights Addendum
 attached as an exhibit to the Credit Agreement dated as of even date
 herewith between OZ, the Company and Sun World International, Inc.) is
 hereinafter sometimes referred to as the "Exercise Price".

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:
           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 Exercise Price on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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
     Exercise 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 shareholders 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
     Exercise Price shall be readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     to all holders of its Common Stock (excluding those referred to in
     Subsections (1) or (2) above), then in each such case the Exercise
     Price in effect thereafter shall be determined by multiplying the
     Exercise Price in effect immediately prior thereto by a fraction,
     the numerator of which shall be the total number of shares of Common
     Stock outstanding multiplied by the current market price per share
     of Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the
     holders of a majority of the Series D Preferred Stock) of said
     extraordinary dividend, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise or conversion of options or
     other equity securities granted to the Company's employees under a
     plan or plans adopted by the Company's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the extent
     that the aggregate number of shares excluded hereby issued after the
     date hereof shall not exceed in the aggregate 13% of the Company's
     Common Stock outstanding as of the date hereof, (iii) upon exercise
     of convertible securities outstanding at the date hereof, this
     Warrant, or any convertible securities issued subsequent to the date
     hereof which are convertible into Common Stock at an exercise price
     equal or greater to the Exercise 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), (iv)
     upon the exercise of any convertible security as to which the
     Exercise Price has already been adjusted pursuant to Subsection (5)
     below, and (v) to shareholders of any corporation which merges into
     the Company 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 (f) (without regard to Subsection (9)
     below) with respect to the transaction giving rise to such rights)
     for a consideration per share less than the Exercise Price, then on
     the date the Company fixes the offering price of such additional
     shares, the Exercise Price shall be adjusted immediately thereafter
     so that it shall equal the price determined by multiplying the
     Exercise 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 (7) below) for the issuance of such additional shares
     would purchase at such Exercise 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.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock (excluding securities
     issued in transactions described in Subsections (2) and (3) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as
     provided in Subsection (7) below) less than the Exercise Price in
     effect as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below) for such securities would
     purchase at such Exercise 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 Company 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.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections
	(2), (3), (4) and (5) above, the current market price per share
	of Common Stock at any date shall be deemed to be the average of
	the daily closing prices for 30 consecutive business days before
	such date.  The closing price for each day shall be the last sale
	price regular way or, in case no such reported sale takes place
	on such day, the average of the last reported bid and asked prices
	regular way, in either case on the principal national securities
	exchange on which the Common Stock is admitted to trading or listed,
	or if not listed or admitted to trading on such exchange, the
	average of the last reported bid and asked prices as reported by
	Nasdaq, or other similar organization if Nasdaq is no longer
	reporting such information, of if not so available, the fair
	market price as determined in good faith by the Board of Directors
	and reasonably acceptable to the Holder.

          (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.

                                  CADIZ INC.

                               By:  /s/  Stanley E. Speer
                                   ____________________________
                                    Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_____________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing ____ shares of Common Stock and
 hereby makes payment of _____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address______________________________________


 Signature_____________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, _______hereby sells, assigns and transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address_______________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of _______ shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________ Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date_______________________,



 Signature__________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>7
<FILENAME>exhibit4-13.txt
<TEXT>


                                                              EXHIBIT 4.13
                                                              ____________


      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE WARRANT
      SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION STATEMENT IN
      EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR THERE IS
      AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 15,000 Shares of Common Stock.



                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                           (First Warrant - B)

      This is to Certify that, FOR VALUE RECEIVED, OZF Credit
 Opportunities Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
 entitled to purchase, subject to the provisions of this Warrant, from
 Cadiz Inc., a Delaware corporation ("Company"), Fifteen Thousand (15,000)
 shares of Common Stock, $0.01 par value, of the Company ("Common Stock")
 at a price of Seven Dollars and Seventy-Five Cents ($7.75) per share at
 any time during the period commencing on the date set forth on the
 signature page hereof (the "Initial Exercise Date") to the third
 anniversary of the Initial Exercise Date (the "Expiration Date"), but not
 later than 5:00 p.m., New York Time, on the Expiration Date.  The shares
 of Common Stock (or other stock or securities) deliverable upon such
 exercise are hereinafter sometimes referred to as "Warrant Shares" and
 the exercise price of each share of Common Stock (as such price may be
 adjusted from time to time as provided herein or in the Registration
 Rights Addendum attached as an exhibit to the Credit Agreement dated as
 of even date herewith between OZF, the Company and Sun World
 International, Inc.) is hereinafter sometimes referred to as the
 "Exercise Price".

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal office,
 or at the office of its stock transfer agent, if any, with the Purchase
 Form annexed hereto duly executed and accompanied by payment of the
 Exercise Price for the number of Warrant Shares specified in such form.
 The Holder may exercise this Warrant, in whole or in part, without the
 payment of any cash or other property, by presentation and surrender of
 this Warrant to the Company at its principal office or at the office of
 its stock transfer agent, if any, with the Purchase Form duly executed
 and accompanied by a written request from the Holder instructing the
 Company to issue to the Holder a number of Warrant Shares equal to the
 product of (1) a fraction, (i) the numerator of which shall be the excess
 of the current market price (as defined in Section (f)(8) below) of the
 Common Stock on the date preceding the date of such exercise of the
 Warrant over the then Exercise Price per Warrant Share and (ii) the
 denominator of which shall be the current market price (as defined in
 Section (f)(8) below) of the Common Stock on such date, times (2) the
 number of Warrant Shares as to which the Warrant is being exercised.  If
 this Warrant should be exercised in part only, the Company shall, upon
 surrender of this Warrant for cancellation, execute and deliver a new
 Warrant evidencing the rights of the Holder thereof to purchase the
 balance of the Warrant Shares purchasable thereunder.  Upon receipt by
 the Company of this Warrant at its office, or by the stock transfer agent
 of the Company at its office, in proper form for exercise, the Holder
 shall be deemed to be the holder of record of the shares of Common Stock
 issuable upon such exercise, notwithstanding that the stock transfer
 books of the Company shall then be closed or that certificates
 representing such shares of Common Stock shall not then be actually
 delivered to the Holder.  The Company shall pay all expenses, transfer
 taxes and other charges payable in connection with the preparation, issue
 and delivery of stock certificates under this Section (a), except that,
 in case such stock certificates shall be registered in a name or names
 other than the name of the holder of this Warrant, all stock transfer
 taxes which shall be payable upon the issuance of such stock certificate
 or certificates shall be paid by the Holder at the time of delivering the
 Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable upon
 exercise of this Warrant) as shall be required for issuance and delivery
 upon exercise of this Warrant.  All shares of Common Stock issuable upon
 the exercise of this Warrant shall be duly authorized, validly issued,
 fully paid and nonassessable and free and clear of all liens and other
 encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script representing
 fractional shares shall be issued upon the exercise of this Warrant.
 With respect to any fraction of a share called for upon any exercise
 hereof, the Company shall pay to the Holder an amount in cash equal to
 such fraction multiplied by the current market value of a share,
 determined as follows:
           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such exchange
      or listed for trading on the Nasdaq system, the current market value
      shall be the last reported sale price of the Common Stock on such
      exchange or system on the last business day prior to the date of
      exercise of this Warrant or if no such sale is made on such day, the
      average closing bid and asked prices for such day on such exchange
      or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This Warrant
 is exchangeable, without expense, at the option of the Holder, upon
 presentation and surrender hereof to the Company or at the office of its
 stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.  Subject
 to the provisions of Section (k), upon surrender of this Warrant to the
 Company at its principal office or at the office of its stock transfer
 agent, if any, with the Assignment Form annexed hereto duly executed and
 funds sufficient to pay any transfer tax, the Company shall, without
 charge, execute and deliver a new Warrant registered in the name of the
 assignee named in such instrument of assignment and this Warrant shall
 promptly be canceled.  This Warrant may be divided or combined with other
 warrants which carry the same rights upon presentation hereof at the
 principal office of the Company or at the office of its stock transfer
 agent, if any, together with a written notice specifying the names and
 denominations in which new Warrants are to be issued and signed by the
 Holder hereof.  The term "Warrant" as used herein includes any Warrants
 into which this Warrant may be divided or exchanged.  Upon receipt by the
 Company of evidence satisfactory to it of the loss, theft, destruction or
 mutilation of this Warrant, and in the case of loss, theft or
 destruction, of reasonably satisfactory indemnification and upon
 surrender and cancellation of this Warrant, if mutilated, the Company
 will execute and deliver a new Warrant of like tenor and date.  Any such
 new Warrant executed and delivered shall constitute an additional
 contractual obligation on the part of the Company, whether or not this
 Warrant so lost, stolen, destroyed, or mutilated shall be at any time
 enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed in
 the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number and
 kind of securities purchasable upon the exercise of this Warrant (the
 "Warrant Shares") shall be subject to adjustment from time to time upon
 the happening of certain events as hereinafter provided.  The Exercise
 Price in effect at any time and the Warrant Shares shall be subject to
 adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common Stock,
     (ii) subdivide or reclassify its outstanding Common Stock in shares
     of Common Stock into a greater number of shares, or (iii) combine or
     reclassify its outstanding Common Stock into a smaller number of
     shares, then the Exercise Price in effect at the time of the record
     date for such dividend or distribution or of the effective date of
     such subdivision, combination or reclassification shall be adjusted
     so that such Exercise Price shall equal the price determined by
     multiplying the Exercise Price in effect immediately prior to such
     record date or effective date by a fraction, the numerator of which
     is the number of shares of Common Stock outstanding on such record
     date or effective date, and the denominator of which is the number of
     shares of Common stock outstanding immediately after such dividend,
     distribution, subdivision, combination or reclassification.  For
     example, if the Company declares a 2 for 1 stock dividend or stock
     split and the Exercise Price immediately prior to such event was
     $8.00 per share, the adjusted Exercise Price immediately after such
     event would be $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 Exercise Price on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the Exercise
     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 Exercise 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
     shareholders 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 Exercise Price shall be readjusted to
     the Exercise 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.

          (3)  In case the Company shall hereafter declare any dividend
     outside the ordinary course of business ("extraordinary dividend") to
     all holders of its Common Stock (excluding those referred to in
     Subsections (1) or (2) above), then in each such case the Exercise
     Price in effect thereafter shall be determined by multiplying the
     Exercise Price in effect immediately prior thereto by a fraction, the
     numerator of which shall be the total number of shares of Common
     Stock outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the aggregate
     fair market value (as determined in good faith by the Company's Board
     of Directors and reasonably acceptable to the holders of a majority
     of the Series D Preferred Stock) of said extraordinary dividend, and
     the denominator of which shall be the total number of shares of
     Common Stock outstanding multiplied by such current market price per
     share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after the
     record date for the determination of shareholders entitled to receive
     such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise or conversion of options or
     other equity securities granted to the Company's employees under a
     plan or plans adopted by the Company's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the extent
     that the aggregate number of shares excluded hereby issued after the
     date hereof shall not exceed in the aggregate 13% of the Company's
     Common Stock outstanding as of the date hereof, (iii) upon exercise
     of convertible securities outstanding at the date hereof, this
     Warrant, or any convertible securities issued subsequent to the date
     hereof which are convertible into Common Stock at an exercise price
     equal or greater to the Exercise 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), (iv)
     upon the exercise of any convertible security as to which the
     Exercise Price has already been adjusted pursuant to Subsection (5)
     below, and (v) to shareholders of any corporation which merges into
     the Company 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 (f) (without regard to Subsection (9) below) with
     respect to the transaction giving rise to such rights) for a
     consideration per share less than the Exercise Price, then on the
     date the Company fixes the offering price of such additional shares,
     the Exercise Price shall be adjusted immediately thereafter so that
     it shall equal the price determined by multiplying the Exercise 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 (7)
     below) for the issuance of such additional shares would purchase at
     such Exercise 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.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock (excluding securities
     issued in transactions described in Subsections (2) and (3) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as
     provided in Subsection (7) below) less than the Exercise Price in
     effect as of the date upon which the conversion or exercise price for
     such securities is fixed, then the Exercise Price shall be adjusted
     immediately thereafter so that it shall equal the price determined by
     multiplying the Exercise 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 (7) below) for such securities would purchase at such
     Exercise 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
     Company 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.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the accounting
          treatment thereof) and reasonably acceptable to the Holder; 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 Company for the issuance of
          such securities plus the additional minimum consideration, if
          any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other similar
     organization if Nasdaq is no longer reporting such information, of if
     not so available, the fair market price as determined in good faith
     by the Board of Directors and reasonably acceptable to the Holder.

          (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest cent
     or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this Section
     (f), 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 (f) hereafter made by the
     Company 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.

          (10) In the event that at any time, as a result of an adjustment
     made pursuant to Subsection (1) above, the Holder of this Warrant
     thereafter shall become entitled to receive any shares of the
     Company, other than Common Stock, thereafter the number of such other
     shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive above.
     The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated in
     this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number of
 Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of its
 Secretary or an Assistant Secretary at its principal office and with its
 stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times for
 inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company with
 or into another entity, sale, lease, or transfer of all or substantially
 all of the property and assets of the Company to another entity, or
 voluntary or involuntary dissolution, liquidation or winding up of the
 Company shall be effected, then in any such case, the Company shall cause
 to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation or
 merger of the Company with or into another entity (other than a merger
 with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any sale,
 lease, or conveyance to another entity of all or substantially all of the
 property and assets of the Company, the Company shall, as a condition
 precedent to such transaction, cause effective provisions to be made so
 that such Holder shall have the right thereafter by exercising this
 Warrant at any time prior to the expiration of the Warrant, to purchase
 the kind and amount of shares of stock and 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 which might have been purchased upon
 exercise of this Warrant immediately prior to such reclassification,
 change, consolidation, merger, sale, lease or conveyance.  Any such
 provision shall include provision for adjustments which shall be as
 nearly equivalent as may be practicable to the adjustments provided for
 in this Warrant.  The Company 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 Company) 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 this Warrant, the obligation to deliver to such holder such
 shares of stock, securities or assets as, in accordance with the
 foregoing provisions, such holder 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 Company and of all liabilities and
 obligations of the Company hereunder, and (ii) in which the Company, 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 this Warrant.  The foregoing
 provisions of this Section (i) shall similarly apply to successive
 reclassifications, capital reorganizations, and changes of shares of
 Common Stock and to successive consolidations, mergers, sales, leases or
 conveyances.  In the event that in connection with any such capital
 reorganization or reclassification, consolidation,  merger, sale, lease
 or conveyance, additional shares of Common Stock shall be issued in
 exchange, conversion, substitution, or payment, in whole or in part, for
 a security of the Company other than Common Stock, any such issue shall
 be treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration rights
 with respect to this Warrant and the Warrant Shares as are set forth in
 that certain Registration Rights Addendum to Subscription Agreement dated
 concurrently herewith by and between the Company and the Holder (the
 "Registration Rights Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.


                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000


                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK

 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto

 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to transfer
 the same on the books of the Company with full power of substitution in
 the premises.

 Date _________________________

 Signature_________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>8
<FILENAME>exhibit4-14.txt
<TEXT>


                                                             EXHIBIT 4.14
                                                              ___________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 67,500 Shares of Common Stock.



                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                          (Second Warrant - A)

      This is to Certify that, FOR VALUE RECEIVED, OZ Master Fund, Ltd.
 ("OZ"), or assigns ("Holder"), is entitled to purchase, subject to the
 provisions of this Warrant, from Cadiz Inc., a Delaware corporation
 ("Company"), Sixty Seven Thousand Five Hundred (67,500) shares of Common
 Stock, $0.01 par value, of the Company ("Common Stock") at a price of
 Seven Dollars and Seventy-Five Cents ($7.75) per share at any time
 during the period from December 31, 2001 (the "Initial Exercise Date")
 to the third anniversary of the Initial Exercise Date (the "Expiration
 Date"), but not later than 5:00 p.m., New York Time, on the Expiration
 Date.  The shares of Common Stock (or other stock or securities)
 deliverable upon such exercise are hereinafter sometimes referred to as
 "Warrant Shares" and the exercise price of each share of Common Stock
 (as such price may be adjusted from time to time as provided herein or
 in the Registration Rights Addendum as an exhibit attached to the Credit
 Agreement dated as of even date herewith between OZ, the Company and Sun
 World International, Inc.) is hereinafter sometimes referred to as the
 "Exercise Price".

      Notwithstanding anything to the contrary set forth herein, this
 Warrant shall not be exercisable by the Holder unless the Loan (as
 defined in that certain Credit Agreement by and between Sun World
 International, Inc. ("SWI"), the Company and OZ dated as of even date
 herewith) shall not have been repaid in full on or before the Initial
 Exercise Date.  Should such Loan be repaid by SWI in full at any time on
 or prior to the Initial Exercise Date, then this Warrant shall
 immediately and without the requirement of notice be canceled and shall
 be of no further force and effect.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 Exercise Price on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 Exercise 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 shareholders 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
     Exercise Price shall be readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     to all holders of its Common Stock (excluding those referred to in
     Subsections (1) or (2) above), then in each such case the Exercise
     Price in effect thereafter shall be determined by multiplying the
     Exercise Price in effect immediately prior thereto by a fraction,
     the numerator of which shall be the total number of shares of Common
     Stock outstanding multiplied by the current market price per share
     of Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the
     holders of a majority of the Series D Preferred Stock) of said
     extraordinary dividend, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     (excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise or conversion of options or
     other equity securities granted to the Company's employees under a
     plan or plans adopted by the Company's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the extent
     that the aggregate number of shares excluded hereny and issued after
     the date hereof shall not exceed in the aggregate 13% of the
     Company's Common Stock outstanding as of the date hereof), (iii)
     upon exercise of convertible securities outstanding at the date
     hereof, this Warrant, or any convertible securities issued
     subsequent to the date hereof which are convertible into Common
     Stock at an exercise price equal or greater to the Exercise 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), (iv) upon the exercise of any convertible
     security as to which the Exercise Price has already been adjusted
     pursuant to Subsection (5) below, and (v) to shareholders of any
     corporation which merges into the Company 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 (f) (without regard to
     Subsection (9) below) with respect to the transaction giving rise to
     such rights) for a consideration per share less than the current
     Exercise Price, then on the date the Company fixes the offering
     price of such additional shares, the Exercise Price shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below) for the issuance of
     such additional shares would purchase at such Exercise 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.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock (excluding securities
     issued in transactions described in Subsections (2) and (3) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as
     provided in Subsection (7) below) less than the Exercise Price in
     effect as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below) for such securities would
     purchase at such current Exercise 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 Company 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.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.

                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>9
<FILENAME>exhibit4-15.txt
<TEXT>


                                                             EXHIBIT 4.15
                                                            _____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
            Warrant to Purchase 7,500 Shares of Common Stock.



                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                          (Second Warrant - B)

      This is to Certify that, FOR VALUE RECEIVED, OZF Credit
 Opportunites Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
 entitled to purchase, subject to the provisions of this Warrant, from
 Cadiz Inc., a Delaware corporation ("Company"), Seven Thousand Five
 Hundred (7,500) shares of Common Stock, $0.01 par value, of the Company
 ("Common Stock") at a price of Seven Dollars and Seventy-Five Cents
 ($7.75) per share at any time during the period from December 31, 2001
 (the "Initial Exercise Date") to the third anniversary of the Initial
 Exercise Date (the "Expiration Date"), but not later than 5:00 p.m., New
 York Time, on the Expiration Date.  The shares of Common Stock (or other
 stock or securities) deliverable upon such exercise are hereinafter
 sometimes referred to as "Warrant Shares" and the exercise price of each
 share of Common Stock (as such price may be adjusted from time to time
 as provided herein or in the Registration Rights Addendum as an exhibit
 attached to the Credit Agreement dated as of even date herewith between
 OZF, the Company and Sun World International, Inc.) is hereinafter
 sometimes referred to as the "Exercise Price".

      Notwithstanding anything to the contrary set forth herein, this
 Warrant shall not be exercisable by the Holder unless the Loan (as
 defined in that certain Credit Agreement by and between Sun World
 International, Inc. ("SWI"), the Company and OZF dated as of even date
 herewith) shall not have been repaid in full on or before the Initial
 Exercise Date.  Should such Loan be repaid by SWI in full at any time on
 or prior to the Initial Exercise Date, then this Warrant shall
 immediately and without the requirement of notice be canceled and shall
 be of no further force and effect.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that
 at all times following the Initial Exercise Date there shall be
 reserved for issuance and/or delivery upon exercise of this
 Warrant such number of shares of its Common Stock (or other stock
 or securities deliverable upon exercise of this Warrant) as shall
 be required for issuance and delivery upon exercise of this
 Warrant.  All shares of Common Stock issuable upon the exercise
 of this Warrant shall be duly authorized, validly issued, fully
 paid and nonassessable and free and clear of all liens and other
 encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise
 of this Warrant.  With respect to any fraction of a share called
 for upon any exercise hereof, the Company shall pay to the Holder
 an amount in cash equal to such fraction multiplied by the
 current market value of a share, determined as follows:

           (1)  If the Common Stock is listed on a National
      Securities Exchange or admitted to unlisted trading
      privileges on such exchange or listed for trading on the
      Nasdaq system, the current market value shall be the last
      reported sale price of the Common Stock on such exchange or
      system on the last business day prior to the date of
      exercise of this Warrant or if no such sale is made on such
      day, the average closing bid and asked prices for such day
      on such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges, the current market value
      shall be the mean of the last reported bid and asked prices
      reported by the National Quotation Bureau, Inc. on the last
      business day prior to the date of the exercise of this
      Warrant; or

           (3)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges and bid and asked prices are
      not so reported, the current market value shall be an amount
      not less than the book value thereof as at the end of the
      most recent fiscal year of the Company ending prior to the
      date of the exercise of the Warrant, determined in good
      faith and in such reasonable manner as may be prescribed by
      the Board of Directors of the Company, and reasonably
      acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the
 Holder, upon presentation and surrender hereof to the Company or
 at the office of its stock transfer agent, if any, for other
 warrants of different denominations entitling the holder thereof
 to purchase in the aggregate the same number of shares of Common
 Stock purchasable hereunder.  This Warrant is transferable and
 may be assigned or hypothecated, in whole or in part, at any time
 and from time to time from the date hereof.  Subject to the
 provisions of Section (k), upon surrender of this Warrant to the
 Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto
 duly executed and funds sufficient to pay any transfer tax, the
 Company shall, without charge, execute and deliver a new Warrant
 registered in the name of the assignee named in such instrument
 of assignment and this Warrant shall promptly be canceled.  This
 Warrant may be divided or combined with other warrants which
 carry the same rights upon presentation hereof at the principal
 office of the Company or at the office of its stock transfer
 agent, if any, together with a written notice specifying the
 names and denominations in which new Warrants are to be issued
 and signed by the Holder hereof.  The term "Warrant" as used
 herein includes any Warrants into which this Warrant may be
 divided or exchanged.  Upon receipt by the Company of evidence
 satisfactory to it of the loss, theft, destruction or mutilation
 of this Warrant, and in the case of loss, theft or destruction,
 of reasonably satisfactory indemnification and upon surrender and
 cancellation of this Warrant, if mutilated, the Company will
 execute and deliver a new Warrant of like tenor and date.  Any
 such new Warrant executed and delivered shall constitute an
 additional contractual obligation on the part of the Company,
 whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue
 hereof, be entitled to any rights of a shareholder in the
 Company, either at law or equity, and the rights of the Holder
 are limited to those expressed in the Warrant and are not
 enforceable against the Company except to the extent set forth
 herein.  Furthermore, the Holder by acceptance hereof, consents
 to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all
 the obligations imposed upon the holder hereof by Section (k).
 In addition, the holder of this Warrant, by accepting the same,
 agrees that the Company and the transfer agent may deem and treat
 the person in whose name this Warrant is registered as the
 absolute, true and lawful owner for all purposes whatsoever, and
 neither the Company nor the transfer agent shall be affected by
 any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the
 number and kind of securities purchasable upon the exercise of
 this Warrant (the "Warrant Shares") shall be subject to
 adjustment from time to time upon the happening of certain events
 as hereinafter provided.  The Exercise Price in effect at any
 time and the Warrant Shares shall be subject to adjustment as
 follows:

          (1)  In case the Company shall (i) pay a dividend or
     make a distribution on its shares of Common Stock in shares
     of Common Stock, (ii) subdivide or reclassify its outstanding
     Common Stock in shares of Common Stock into a greater number
     of shares, or (iii) combine or reclassify its outstanding
     Common Stock into a smaller number of shares, then the
     Exercise Price in effect at the time of the record date for
     such dividend or distribution or of the effective date of
     such subdivision, combination or reclassification shall be
     adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect
     immediately prior to such record date or effective date by a
     fraction, the numerator of which is the number of shares of
     Common Stock outstanding on such record date or effective
     date, and the denominator of which is the number of shares of
     Common stock outstanding immediately after such dividend,
     distribution, subdivision, combination or reclassification.
     For example, if the Company declares a 2 for 1 stock dividend
     or stock split and the Exercise Price immediately prior to
     such event was $8.00 per share, the adjusted Exercise Price
     immediately after such event would be $4.00 per share.

          Such adjustment shall be made successively whenever any
     event listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 Exercise
     Price on the record date mentioned below, then the Exercise
     Price shall be adjusted so that the same shall equal the
     price determined by multiplying the Exercise 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 Exercise 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 shareholders 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 Exercise Price shall be readjusted to the
     Exercise 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.

          (3)  In case the Company shall hereafter declare any
     dividend outside the ordinary course of business
     ("extraordinary dividend") to all holders of its Common Stock
     (excluding those referred to in Subsections (1) or (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise
     Price in effect immediately prior thereto by a fraction, the
     numerator of which shall be the total number of shares of
     Common Stock outstanding multiplied by the current market
     price per share of Common Stock (as defined in Subsection (8)
     below), less the aggregate fair market value (as determined
     in good faith by the Company's Board of Directors and
     reasonably acceptable to the holders of a majority of the
     Series D Preferred Stock) of said extraordinary dividend, and
     the denominator of which shall be the total number of shares
     of Common Stock outstanding multiplied by such current market
     price per share of Common Stock.

            Such adjustment shall be made successively whenever
     any such distribution is made and shall become effective
     immediately after the record date for the determination of
     shareholders entitled to receive such distribution.

          (4)  In case the Company shall issue shares of its
     Common Stock (excluding shares issued (i) in any of the
     transactions described in Subsection (1) above, (ii) upon
     exercise or conversion of options or other equity securities
     granted to the Company's employees under a plan or plans
     adopted by the Company's Board of Directors and approved by
     its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the
     extent that the aggregate number of shares excluded hereny
     and issued after the date hereof shall not exceed in the
     aggregate 13% of the Company's Common Stock outstanding as of
     the date hereof), (iii) upon exercise of convertible
     securities outstanding at the date hereof, this Warrant, or
     any convertible securities issued subsequent to the date
     hereof which are convertible into Common Stock at an exercise
     price equal or greater to the Exercise 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), (iv) upon the
     exercise of any convertible security as to which the Exercise
     Price has already been adjusted pursuant to Subsection (5)
     below, and (v) to shareholders of any corporation which
     merges into the Company 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 (f) (without
     regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights) for a consideration
     per share less than the current Exercise Price, then on the
     date the Company fixes the offering price of such additional
     shares, the Exercise Price shall be adjusted immediately
     thereafter so that it shall equal the price determined by
     multiplying the Exercise 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
     (7) below) for the issuance of such additional shares would
     purchase at such Exercise 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.

          (5)  In case the Company shall issue any securities
     convertible into or exchangeable for its Common Stock
     (excluding securities issued in transactions described in
     Subsections (2) and (3) above) for a consideration per share
     of Common Stock initially deliverable upon conversion or
     exchange of such securities (determined as provided in
     Subsection (7) below) less than the Exercise Price in effect
     as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below) for such securities would purchase at
     such current Exercise 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 Company
     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.

          (6)  Whenever the Exercise Price payable upon exercise
     of each Warrant is adjusted pursuant to Subsections (1), (2),
     (3), (4) and (5) above, the number of Warrant Shares
     purchasable upon exercise of this Warrant shall
     simultaneously be adjusted by multiplying the number of
     Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in
     effect immediately prior to such adjustment and dividing the
     product so obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting
     consideration received pursuant to Subsections (4) and (5)
     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 Company 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 Company (irrespective of the accounting treatment
          thereof) and reasonably acceptable to the Holder; 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
          Company for the issuance of such securities plus the
          additional minimum consideration, if any, to be received
          by the Company 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 (7)].

          (8)  For the purpose of any computation under
     Subsections (2), (3), (4) and (5) above, the current market
     price per share of Common Stock at any date shall be deemed
     to be the average of the daily closing prices for 30
     consecutive business days before such date.  The closing
     price for each day shall be the last sale price regular way
     or, in case no such reported sale takes place on such day,
     the average of the last reported bid and asked prices regular
     way, in either case on the principal national securities
     exchange on which the Common Stock is admitted to trading or
     listed, or if not listed or admitted to trading on such
     exchange, the average of the last reported bid and asked
     prices as reported by Nasdaq, or other similar organization
     if Nasdaq is no longer reporting such information, of if not
     so available, the fair market price as determined in good
     faith by the Board of Directors and reasonably acceptable to
     the Holder.

          (9)  No adjustment in the Exercise 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 (9) 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 (f) shall be made to the nearest cent or
     to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding,
     the Company shall be entitled, but shall not be required, to
     reduce the Exercise Price, in addition to those changes
     required by this Section (f), 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 (f)
     hereafter made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder
     of this Warrant thereafter shall become entitled to receive
     any shares of the Company, other than Common Stock,
     thereafter the number of such other shares so receivable upon
     exercise of this Warrant 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 (1) to (9), inclusive above.
     The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be
     the regular accountants employed by the Company) to make any
     computation required by Section (f), and a certificate signed
     by such firm shall be conclusive evidence of the correctness
     of such adjustment absent manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise
     Price or the number or kind of shares purchasable upon
     exercise of this Warrant, Warrants theretofore or thereafter
     issued may continue to express the same price and number and
     kind of shares as are stated in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or
 number of Warrant Shares shall be adjusted as required by the
 provisions of the foregoing Section, the Company shall forthwith
 file in the custody of its Secretary or an Assistant Secretary at
 its principal office and with its stock transfer agent, if any,
 an officer's certificate showing the adjusted Exercise Price or
 number of Warrant Shares determined as herein provided, setting
 forth in reasonable detail the facts requiring such adjustment,
 including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary
 to show the reason for and the manner of computing such
 adjustment.  Each such officer's certificate shall be made
 available at all reasonable times for inspection by the Holder or
 any holder of a Warrant executed and delivered pursuant to
 Sections (a) and (d) and the Company shall, forthwith after each
 such adjustment, mail a copy by certified mail of such
 certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant
 shall be outstanding, (i) if the Company shall pay any dividend
 or make any distribution upon the Common Stock or (ii) if the
 Company 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 Company, reclassification of the capital
 stock of the Company, consolidation or merger of the Company with
 or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to
 another entity, or voluntary or involuntary dissolution,
 liquidation or winding up of the Company shall be effected, then
 in any such case, the Company shall cause to be mailed by
 certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of
 any reclassification, capital reorganization or other change of
 outstanding shares of Common Stock of the Company, or in case of
 any consolidation or merger of the Company with or into another
 entity (other than a merger with a subsidiary in which merger the
 Company 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
 exercise of this Warrant) or in case of any sale, lease, or
 conveyance to another entity of all or substantially all of the
 property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective
 provisions to be made so that such Holder shall have the right
 thereafter by exercising this Warrant at any time prior to the
 expiration of the Warrant, to purchase the kind and amount of
 shares of stock and 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 which might have been
 purchased upon exercise of this Warrant immediately prior to such
 reclassification, change, consolidation, merger, sale, lease or
 conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be
 practicable to the adjustments provided for in this Warrant.  The
 Company 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 Company) 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 this Warrant, the obligation
 to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such
 holder 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 Company and of all liabilities and
 obligations of the Company hereunder, and (ii) in which the
 Company, 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 this Warrant.  The foregoing provisions of this
 Section (i) shall similarly apply to successive
 reclassifications, capital reorganizations, and changes of shares
 of Common Stock and to successive consolidations, mergers, sales,
 leases or conveyances.  In the event that in connection with any
 such capital reorganization or reclassification, consolidation,
 merger, sale, lease or conveyance, additional shares of Common
 Stock shall be issued in exchange, conversion, substitution, or
 payment, in whole or in part, for a security of the Company other
 than Common Stock, any such issue shall be treated as an issue of
 Common Stock covered by the provisions of Subsection (1) of
 Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The
 Holder of this Warrant or of the Warrant Shares shall have such
 registration rights with respect to this Warrant and the Warrant
 Shares as are set forth in that certain Registration Rights
 Addendum to Subscription Agreement dated concurrently herewith by
 and between the Company and the Holder (the "Registration Rights
 Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to
 any adjustments provided for in Section (f) hereof, the Exercise
 Price in effect at any time shall also be subject to adjustment
 pursuant to the liquidated damages provisions of the Registration
 Rights Addendum.

                               CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000


                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the
 within Warrant to the extent of purchasing _____ shares of Common
 Stock and hereby makes payment of ____in payment of the actual
 exercise price thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK

 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto

 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to
 the extent of ______shares as to which such right is exercisable
 and does hereby irrevocably constitute and appoint
 __________Attorney, to transfer the same on the books of the
 Company with full power of substitution in the premises.

 Date _________________________

 Signature_________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>10
<FILENAME>exhibit4-16.txt
<TEXT>


                                                             EXHIBIT 4.16
                                                             ____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 200,000 Shares of Common Stock.



                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                   (Initial Draw Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao,
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 200,000 shares of Common Stock, $0.01 par
 value, of the Company ("Common Stock") at a price of Four Dollars and
 Seventy-Five Cents ($4.75) per share at any time during the period from
 November 25, 1997 (the "Initial Exercise Date") to the seventh
 anniversary of the Initial Exercise Date (the "Expiration Date"), but
 not later than 5:00 p.m., New York Time, on the Expiration Date.  The
 shares of Common Stock (or other stock or securities) deliverable upon
 such exercise are hereinafter sometimes referred to as "Warrant Shares"
 and the exercise price of each share of Common Stock (as such price may
 be adjusted from time to time as provided herein) is hereinafter
 sometimes referred to as the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Warrant
 (the "Initial Draw Warrant Certificate") for 200,000 shares of Common
 Stock issued by the Company on otherwise identical terms in connection
 with that certain Credit Agreement by and between the Company and ING
 Baring (U.S.) Capital LLC ("ING") dated as of November 25, 1997.  This
 Amended and Restated Warrant supersedes and replaces the Initial Draw
 Warrant Certificate.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.
      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $7.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $3.50 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.

     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).

                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>11
<FILENAME>exhibit4-17.txt
<TEXT>


                                                             EXHIBIT 4.17
                                                            _____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 150,000 Shares of Common Stock.



                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                  (Additional Draw Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 150,000 shares of Common Stock, $0.01 par
 value, of the Company ("Common Stock") at a price of Four Dollars and
 Seventy-Five Cents ($4.75) per share at any time during the period from
 either (i) April 13, 1998, with respect to 112,500 shares, or (ii) May
 8, 1998, with respect to 37,500 shares (in either case, the "Initial
 Exercise Date") to the seventh anniversary of the Initial Exercise Date
 (the "Expiration Date"), but not later than 5:00 p.m., New York Time, on
 the Expiration Date.  The shares of Common Stock (or other stock or
 securities) deliverable upon such exercise are hereinafter sometimes
 referred to as "Warrant Shares" and the exercise price of each share of
 Common Stock (as such price may be adjusted from time to time as
 provided herein) is hereinafter sometimes referred to as the "Exercise
 Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Warrant
 (the "Additional Draw Warrant Certificate") for 150,000 shares of Common
 Stock issued by the Company on otherwise identical terms in connection
 with that certain Credit Agreement by and between the Company and ING
 Baring (U.S.) Capital LLC ("ING") dated as of November 25, 1997.  This
 Amended and Restated Warrant supersedes and replaces the Additional Draw
 Warrant Certificate.  The Company acknowledges that the conditions to
 exercisability set forth in the Additional Draw Warrant Certificate have
 been satisfied.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part as to any
 Warrant Shares at any time or from time to time on or after the
 applicable Initial Exercise Date and until the applicable Expiration
 Date, or if either such day is a day on which banking institutions in
 the State of New York are authorized by law to close, then on the next
 succeeding day which shall not be such a day, by presentation and
 surrender hereof to the Company at its principal office, or at the
 office of its stock transfer agent, if any, with the Purchase Form
 annexed hereto duly executed and accompanied by payment of the Exercise
 Price for the number of Warrant Shares specified in such form.  The
 Holder may exercise this Warrant, in whole or in part, without the
 payment of any cash or other property, by presentation and surrender of
 this Warrant to the Company at its principal office or at the office of
 its stock transfer agent, if any, with the Purchase Form duly executed
 and accompanied by a written request from the Holder instructing the
 Company to issue to the Holder a number of Warrant Shares equal to the
 product of (1) a fraction, (i) the numerator of which shall be the
 excess of the current market price (as defined in Section (f)(8) below)
 of the Common Stock on the date preceding the date of such exercise of
 the Warrant over the then Exercise Price per Warrant Share and (ii) the
 denominator of which shall be the current market price (as defined in
 Section (f)(8) below) of the Common Stock on such date, times (2) the
 number of Warrant Shares as to which the Warrant is being exercised.  If
 this Warrant should be exercised in part only, the Company shall, upon
 surrender of this Warrant for cancellation, execute and deliver a new
 Warrant evidencing the rights of the Holder thereof to purchase the
 balance of the Warrant Shares purchasable thereunder.  Upon receipt by
 the Company of this Warrant at its office, or by the stock transfer
 agent of the Company at its office, in proper form for exercise, the
 Holder shall be deemed to be the holder of record of the shares of
 Common Stock issuable upon such exercise, notwithstanding that the stock
 transfer books of the Company shall then be closed or that certificates
 representing such shares of Common Stock shall not then be actually
 delivered to the Holder.  The Company shall pay all expenses, transfer
 taxes and other charges payable in connection with the preparation,
 issue and delivery of stock certificates under this Section (a), except
 that, in case such stock certificates shall be registered in a name or
 names other than the name of the holder of this Warrant, all stock
 transfer taxes which shall be payable upon the issuance of such stock
 certificate or certificates shall be paid by the Holder at the time of
 delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $7.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $3.50 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.
          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.

     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).

                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>12
<FILENAME>exhibit4-18.txt
<TEXT>


                                                            EXHIBIT 4.18
                                                            ------------

                      REGISTRATION RIGHTS ADDENDUM

     This Registration Rights Addendum (the "Addendum") sets forth the
registration rights to be granted by Cadiz Inc. (the "Company") to each
purchaser of the Company's Convertible Series D Preferred Stock (the
"Preferred Stock") and each of the warrants for the purchase of 45,000
shares of the Company's Common Stock (collectively, the "Warrants")
pursuant to an offering by the Company of Preferred Stock and Warrants
(the "Offering") as a part of the attached Subscription Agreement (the
"Subscription Agreement" and together with all documents and agreements
relating to the Offering, the "Convertible Preferred Documents").  The
text of this Addendum is incorporated by reference in, and made a part
of, the Subscription Agreement for the Offering, as if fully set forth
therein.  References herein to "the undersigned" shall have reference to
the subscriber for shares of the Preferred Stock, in the context of the
attached Subscription Agreement.  Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Subscription Agreement.

     1.   REGISTRATION RIGHTS.

          (i)  The Company shall, as promptly as possible following
consummation of the Offering, prepare and file (and to cause to be
declared effective not later than April 30, 2001) a shelf registration
statement on Form S-3 or any other appropriate form pursuant to Rule 415
(or similar rule that may be adopted by the U.S. Securities and Exchange
Commission ("SEC")) which includes all of the Eligible Shares (as
defined in Section 2 below), and further agrees to use its best efforts
to keep such shelf registration statement continuously effective and
usable for resale of the Eligible Shares during the Registration Rights
Period described in Section 3 below, subject to "black-out periods," as
defined below.  Before the Company files any registration statement with
the SEC pursuant to this section, it shall provide the Subscriber
reasonable opportunity to provide comments to any such registration
statement and shall reflect all reasonable comments in such registration
statement.

          (ii) In connection with the foregoing, the Company shall, as
expeditiously as reasonably possible:

               (a)  prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the Act (as defined below) with respect to
the disposition of all securities covered by such registration
statement.

               (b)  furnish to the holders of the Eligible Shares (as
defined below) such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act,
and such other documents as they may reasonably request in order to
facilitate the disposition of Eligible Shares owned by such holders.

               (c)  use its reasonable best efforts to register and
qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdiction as shall be
reasonably requested by the holders of Eligible Shares; provided that
the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

               (d)  notify each holder of Eligible Shares covered by
such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of
any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.

     2.   ELIGIBLE SHARES.  For purposes of this Addendum, Eligible
Shares shall be deemed to include One Hundred Percent (100%) of the
Warrants and One Hundred Percent (100%) of the shares of Common Stock of
the Company (i) which may be issued to the undersigned upon conversion
of Preferred Stock issued in the Offering, (ii) which may be issued by
the Company to the undersigned as dividends on the Preferred Stock,
(iii) which may be issued by the Company to the undersigned upon
exercise of the Warrants, (iv) which may be issued by the Company to the
undersigned under any of the Convertible Preferred Documents (as such
may be amended from time to time) and (v) which may be issued by the
Company to the undersigned as (or which may be issuable upon the
conversion or exercise of any warrant, right or other security which may
be issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of such above described securities.  The
undersigned acknowledges and agrees that the Company shall have no
obligation whatsoever to include any securities, which are not Eligible
Shares in any registration statement filed by the Company.

     3.   REGISTRATION RIGHTS PERIOD.  At its expense, the Company
shall: (1) use its best efforts to maintain such registration,
qualification or compliance in an effective status for a period of three
(3) years or until the undersigned has completed the distribution
described in the Registration Statement relating to the Eligible Shares
included therein, whichever first occurs (subject to any "black-out"
periods, as described below) (the "Registration Rights Period"); and (2)
furnish such prospectuses and other documents incident thereto which the
undersigned, from time to time, may reasonably request.  Notwithstanding
the foregoing, it shall not be deemed a failure of the Company's
obligation set forth in this Section 3 if the Company fails to keep the
information in the Registration Statement (or in documents or reports
incorporated therein by reference) current during any period not
exceeding thirty (30) consecutive days, or ninety (90) days in the
aggregate, due to (i) the fact that Company has material inside
information that the Company has concluded (with the advice of counsel)
cannot be disclosed publicly; or (ii) a material event, including but
not limited to, a material acquisition or merger of the Company (or a
subsidiary of the Company) or an underwritten offering of the Company's
securities, or any other material event outside the control of the
Company ("black-out periods"); provided, however, that if any black-out
period or periods occur, the period during which the Registration
Statement must be kept effective and current pursuant to this Section 3
shall be extended by a number of days equal to the aggregate number of
days in all such black-out periods.

     4.   LIQUIDATED DAMAGES.  If the registration statement required by
Section 1 of this Addendum has not been declared effective on or prior
to April 30, 2001 (a "Registration Default"), the Company agrees to pay
liquidated damages to each holder of Eligible Securities by way of a
reduction in the exercise price of the Warrants.  The exercise price of
the Warrants shall, on the first day of the first 30-day period
immediately following the occurrence of a Registration Default, be
reduced by twenty-five Cents ($0.25).  The exercise price of the
Warrants shall decrease by an additional twenty-five Cents ($0.25) on
the first day of each subsequent 30-day period until the Registration
Default has been cured, but in no event shall the exercise price of the
Warrants be less than zero.  The parties hereto expressly agree and
acknowledge that the actual damages of the holders of the Eligible
Shares in the event of a Registration Default would be extremely
difficult or impracticable to ascertain and that the amount of the
proposed reduction in the Exercise Price represents the parties'
reasonable estimate of such damages.

     5.   EXPENSES OF REGISTRATION.  The Company shall bear the entire
cost and expense of the registration of securities initiated by it under
Section (1) notwithstanding that Eligible Shares may be included in such
registration.  Any holder whose Eligible Shares are included in such
registration statement shall, however, bear the fees of such holder's
own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Eligible Shares sold by such
holder pursuant thereto.

     6.   INFORMATION BY HOLDER.  Each holder of Eligible Shares shall
furnish to the Company, at such holders' own expense and in writing,
such information regarding such holder and distribution proposed to be
made by such holder as the Company may request in connection with any
registration, qualification or compliance referred to in this Addendum.
Furthermore, each holder agrees to cooperate fully with the Company in
the preparation and filing of any Registration Statement, which includes
any of the Eligible Shares, owned by such holder.

     7.   INDEMNIFICATION.

          (i)  The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Securities Act of
1933, as amended (the "Act"), who may purchase from or sell for any such
holder any Eligible Shares (in the case of indemnification of such
underwriter) from and against any and all losses, claims, damages and
liabilities ("Losses") arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any
registration statement or any post-effective amendment thereto under the
Act or any prospectus included therein required to be filed or furnished
by reason of this Addendum or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such Losses arise out of or are based upon
any such untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished or required to be
furnished in writing to the Company by such holder, in the case of
indemnification of such holder, or underwriter, in the case of
indemnification of such underwriter, expressly for use therein, which
indemnification shall include each partner, officer and director of each
holder and underwriter and each person, if any, who controls any such
holder or underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged  so to indemnify any such holder
or underwriter or controlling person unless such holder or underwriter
shall at the same time indemnify, severally and not jointly, the
Company, its directors, each officer signing the related registration
statement and each person, if any, who controls the Company within the
meaning of such Act, from and against any and all Losses arising out of
or based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or any prospectus
required to be filed or furnished by reason of this Addendum or arising
out of or based upon any omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, insofar as such Losses arise out of or are based
upon any untrue statement or alleged untrue statement or omission made
in conformity with information furnished in writing to the Company by
any such holder or underwriter expressly for use therein.

          (ii)   If the indemnity obligation provided for above is
unavailable or insufficient to hold harmless an indemnified party in
respect of any Losses, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such
Losses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified
party on the other hand in connection with statements or omissions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement
or omission.  The parties agree that it would not be just and equitable
if contributions pursuant to this paragraph were to be determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the previous
sentence.

          (iii)     Indemnification similar to that specified in this
Section 7 (with appropriate modifications) shall be given with respect
to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority
other than the Act.  The provisions of his Section 7 shall be in
addition to any other rights to indemnification or contribution pursuant
to law, equity, contract or otherwise.

     8.   SALE WITHOUT REGISTRATION.

          (i)  Notwithstanding anything herein to the contrary, the
Company shall not be required to have the Eligible Shares registered (or
maintain the effectiveness of any prior registration of Eligible Shares)
if in the opinion of either counsel for the Company, knowledgeable and
experienced in Federal securities matters (said counsel to be acceptable
to the holder in the reasonable judgement of such holder), or counsel
for the holder, knowledgeable and experienced in Federal securities
matters (said counsel to be acceptable to the Company in the Company's
reasonable judgement), all Eligible Shares held by and issuable to any
such holder (and its affiliates, partners, former partners, members and
former members) may be sold under Rule 144 under the Act during any
ninety (90) day period.

          (ii) The Company will (a) file reports in compliance with the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b)
comply with all rules and regulations of the Securities and Exchange
Commission (the "Commission") applicable in connection with the use of
Rule 144 under the Act and take such other actions and furnish the
holder with such other information as such holder may request in order
to avail itself of such rule or any other rule or regulation of the
Commission allowing such holder to sell any Eligible Shares without
registration, and (c) at its expense, upon the request of the holder,
deliver to such holder a certificate, signed by the Company's principal
financial officer, stating (i) the Company's name, address and telephone
number (including area code), (ii) the Company's Internal Revenue
Service identification number, (iii) the Company's Commission file
number, (iv) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company,
and (v) whether the Company has filed the reports required to be filed
under the Exchange Act for a period of at least ninety (90) days prior
to the date of such certificate and in addition has filed the most
recent annual report required to be filed thereunder.  If at any time
the Company is not required to file reports in compliance with either
Section 13 or Section 15(d) of the Exchange Act, the Company at its
expense will, upon the written request of the holder, make available
adequate current public information with respect to the Company within
the meaning of paragraph (c)(2) of Rule 144 under the Act.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register the Eligible Shares pursuant to this Addendum may be
assigned by a holder of the Eligible Shares to a transferee or assignee
of the Eligible Shares; provided, however (i) the transferor shall,
within ten (10) days after such transfer or assignment, furnish to the
Company written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration
rights are being transferred or assigned and (ii) such transferee or
assignee shall agree to be subject to this Addendum.

     10.  CERTIFICATES WITHOUT LEGENDS.  The Company shall be obligated
to reissue promptly certificates without any restrictive legends at the
request of any holder if the holder shall have obtained an opinion of
counsel, knowledgeable and experienced in Federal securities matters
(said counsel to be acceptable to the Company in the Company's
reasonable judgement), to the effect that the securities proposed to be
disposed of may lawfully be so reissued without any legend.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19
<SEQUENCE>13
<FILENAME>exhibit4-19.txt
<TEXT>


                                                            EXHIBIT 4.19
                                                             -----------

                      REGISTRATION RIGHTS ADDENDUM

     This Registration Rights Addendum (the "Addendum") sets forth the
registration rights to be granted by Cadiz Inc. (the "Company") to each
purchaser of the Company's Convertible Series D Preferred Stock (the
"Preferred Stock") and each of the warrants for the purchase of 5,000
shares of the Company's Common Stock (collectively, the "Warrants")
pursuant to an offering by the Company of Preferred Stock and Warrants
(the "Offering") as a part of the attached Subscription Agreement (the
"Subscription Agreement" and together with all documents and agreements
relating to the Offering, the "Convertible Preferred Documents").  The
text of this Addendum is incorporated by reference in, and made a part
of, the Subscription Agreement for the Offering, as if fully set forth
therein.  References herein to "the undersigned" shall have reference to
the subscriber for shares of the Preferred Stock, in the context of the
attached Subscription Agreement.  Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Subscription Agreement.

     1.   REGISTRATION RIGHTS.

          (i)  The Company shall, as promptly as possible following
consummation of the Offering, prepare and file (and to cause to be
declared effective not later than April 30, 2001) a shelf registration
statement on Form S-3 or any other appropriate form pursuant to Rule 415
(or similar rule that may be adopted by the U.S. Securities and Exchange
Commission ("SEC")) which includes all of the Eligible Shares (as
defined in Section 2 below), and further agrees to use its best efforts
to keep such shelf registration statement continuously effective and
usable for resale of the Eligible Shares during the Registration Rights
Period described in Section 3 below, subject to "black-out periods," as
defined below.  Before the Company files any registration statement with
the SEC pursuant to this section, it shall provide the Subscriber
reasonable opportunity to provide comments to any such registration
statement and shall reflect all reasonable comments in such registration
statement.

          (ii) In connection with the foregoing, the Company shall, as
expeditiously as reasonably possible:

               (a)  prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the Act (as defined below) with respect to
the disposition of all securities covered by such registration
statement.

               (b)  furnish to the holders of the Eligible Shares (as
defined below) such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act,
and such other documents as they may reasonably request in order to
facilitate the disposition of Eligible Shares owned by such holders.

               (c)  use its reasonable best efforts to register and
qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdiction as shall be
reasonably requested by the holders of Eligible Shares; provided that
the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

               (d)  notify each holder of Eligible Shares covered by
such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of
any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.

     2.   ELIGIBLE SHARES.  For purposes of this Addendum, Eligible
Shares shall be deemed to include One Hundred Percent (100%) of the
Warrants and One Hundred Percent (100%) of the shares of Common Stock of
the Company (i) which may be issued to the undersigned upon conversion
of Preferred Stock issued in the Offering, (ii) which may be issued by
the Company to the undersigned as dividends on the Preferred Stock,
(iii) which may be issued by the Company to the undersigned upon
exercise of the Warrants, (iv) which may be issued by the Company to the
undersigned under any of the Convertible Preferred Documents (as such
may be amended from time to time) and (v) which may be issued by the
Company to the undersigned as (or which may be issuable upon the
conversion or exercise of any warrant, right or other security which may
be issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of such above described securities.  The
undersigned acknowledges and agrees that the Company shall have no
obligation whatsoever to include any securities, which are not Eligible
Shares in any registration statement filed by the Company.

     3.   REGISTRATION RIGHTS PERIOD.  At its expense, the Company
shall: (1) use its best efforts to maintain such registration,
qualification or compliance in an effective status for a period of three
(3) years or until the undersigned has completed the distribution
described in the Registration Statement relating to the Eligible Shares
included therein, whichever first occurs (subject to any "black-out"
periods, as described below) (the "Registration Rights Period"); and (2)
furnish such prospectuses and other documents incident thereto which the
undersigned, from time to time, may reasonably request.  Notwithstanding
the foregoing, it shall not be deemed a failure of the Company's
obligation set forth in this Section 3 if the Company fails to keep the
information in the Registration Statement (or in documents or reports
incorporated therein by reference) current during any period not
exceeding thirty (30) consecutive days, or ninety (90) days in the
aggregate, due to (i) the fact that Company has material inside
information that the Company has concluded (with the advice of counsel)
cannot be disclosed publicly; or (ii) a material event, including but
not limited to, a material acquisition or merger of the Company (or a
subsidiary of the Company) or an underwritten offering of the Company's
securities, or any other material event outside the control of the
Company ("black-out periods"); provided, however, that if any black-out
period or periods occur, the period during which the Registration
Statement must be kept effective and current pursuant to this Section 3
shall be extended by a number of days equal to the aggregate number of
days in all such black-out periods.

     4.   LIQUIDATED DAMAGES.  If the registration statement required by
Section 1 of this Addendum has not been declared effective on or prior
to April 30, 2001 (a "Registration Default"), the Company agrees to pay
liquidated damages to each holder of Eligible Securities by way of a
reduction in the exercise price of the Warrants.  The exercise price of
the Warrants shall, on the first day of the first 30-day period
immediately following the occurrence of a Registration Default, be
reduced by twenty-five Cents ($0.25).  The exercise price of the
Warrants shall decrease by an additional twenty-five Cents ($0.25) on
the first day of each subsequent 30-day period until the Registration
Default has been cured, but in no event shall the exercise price of the
Warrants be less than zero.  The parties hereto expressly agree and
acknowledge that the actual damages of the holders of the Eligible
Shares in the event of a Registration Default would be extremely
difficult or impracticable to ascertain and that the amount of the
proposed reduction in the Exercise Price represents the parties'
reasonable estimate of such damages.

     5.   EXPENSES OF REGISTRATION.  The Company shall bear the entire
cost and expense of the registration of securities initiated by it under
Section (1) notwithstanding that Eligible Shares may be included in such
registration.  Any holder whose Eligible Shares are included in such
registration statement shall, however, bear the fees of such holder's
own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Eligible Shares sold by such
holder pursuant thereto.

     6.   INFORMATION BY HOLDER.  Each holder of Eligible Shares shall
furnish to the Company, at such holders' own expense and in writing,
such information regarding such holder and distribution proposed to be
made by such holder as the Company may request in connection with any
registration, qualification or compliance referred to in this Addendum.
Furthermore, each holder agrees to cooperate fully with the Company in
the preparation and filing of any Registration Statement, which includes
any of the Eligible Shares, owned by such holder.

     7.   INDEMNIFICATION.

          (i)  The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Securities Act of
1933, as amended (the "Act"), who may purchase from or sell for any such
holder any Eligible Shares (in the case of indemnification of such
underwriter) from and against any and all losses, claims, damages and
liabilities ("Losses") arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any
registration statement or any post-effective amendment thereto under the
Act or any prospectus included therein required to be filed or furnished
by reason of this Addendum or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such Losses arise out of or are based upon
any such untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished or required to be
furnished in writing to the Company by such holder, in the case of
indemnification of such holder, or underwriter, in the case of
indemnification of such underwriter, expressly for use therein, which
indemnification shall include each partner, officer and director of each
holder and underwriter and each person, if any, who controls any such
holder or underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged  so to indemnify any such holder
or underwriter or controlling person unless such holder or underwriter
shall at the same time indemnify, severally and not jointly, the
Company, its directors, each officer signing the related registration
statement and each person, if any, who controls the Company within the
meaning of such Act, from and against any and all Losses arising out of
or based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or any prospectus
required to be filed or furnished by reason of this Addendum or arising
out of or based upon any omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, insofar as such Losses arise out of or are based
upon any untrue statement or alleged untrue statement or omission made
in conformity with information furnished in writing to the Company by
any such holder or underwriter expressly for use therein.

          (ii) If the indemnity obligation provided for above is
unavailable or insufficient to hold harmless an indemnified party in
respect of any Losses, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such
Losses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified
party on the other hand in connection with statements or omissions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement
or omission.  The parties agree that it would not be just and equitable
if contributions pursuant to this paragraph were to be determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the previous
sentence.

          (iii)     Indemnification similar to that specified in this
Section 7 (with appropriate modifications) shall be given with respect
to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority
other than the Act.  The provisions of his Section 7 shall be in
addition to any other rights to indemnification or contribution pursuant
to law, equity, contract or otherwise.

     8.   SALE WITHOUT REGISTRATION.

     (i)  Notwithstanding anything herein to the contrary, the Company
shall not be required to have the Eligible Shares registered (or
maintain the effectiveness of any prior registration of Eligible Shares)
if in the opinion of either counsel for the Company, knowledgeable and
experienced in Federal securities matters (said counsel to be acceptable
to the holder in the reasonable judgement of such holder), or counsel
for the holder, knowledgeable and experienced in Federal securities
matters (said counsel to be acceptable to the Company in the Company's
reasonable judgement), all Eligible Shares held by and issuable to any
such holder (and its affiliates, partners, former partners, members and
former members) may be sold under Rule 144 under the Act during any
ninety (90) day period.

     (ii) The Company will (a) file reports in compliance with the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b)
comply with all rules and regulations of the Securities and Exchange
Commission (the "Commission") applicable in connection with the use of
Rule 144 under the Act and take such other actions and furnish the
holder with such other information as such holder may request in order
to avail itself of such rule or any other rule or regulation of the
Commission allowing such holder to sell any Eligible Shares without
registration, and (c) at its expense, upon the request of the holder,
deliver to such holder a certificate, signed by the Company's principal
financial officer, stating (i) the Company's name, address and telephone
number (including area code), (ii) the Company's Internal Revenue
Service identification number, (iii) the Company's Commission file
number, (iv) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company,
and (v) whether the Company has filed the reports required to be filed
under the Exchange Act for a period of at least ninety (90) days prior
to the date of such certificate and in addition has filed the most
recent annual report required to be filed thereunder.  If at any time
the Company is not required to file reports in compliance with either
Section 13 or Section 15(d) of the Exchange Act, the Company at its
expense will, upon the written request of the holder, make available
adequate current public information with respect to the Company within
the meaning of paragraph (c)(2) of Rule 144 under the Act.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register the Eligible Shares pursuant to this Addendum may be
assigned by a holder of the Eligible Shares to a transferee or assignee
of the Eligible Shares; provided, however (i) the transferor shall,
within ten (10) days after such transfer or assignment, furnish to the
Company written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration
rights are being transferred or assigned and (ii) such transferee or
assignee shall agree to be subject to this Addendum.


     10.  CERTIFICATES WITHOUT LEGENDS.  The Company shall be obligated
to reissue promptly certificates without any restrictive legends at the
request of any holder if the holder shall have obtained an opinion of
counsel, knowledgeable and experienced in Federal securities matters
(said counsel to be acceptable to the Company in the Company's
reasonable judgement), to the effect that the securities proposed to be
disposed of may lawfully be so reissued without any legend.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>14
<FILENAME>exhibit4-20.txt
<TEXT>


                                                            EXHIBIT 4.20
                                                             ___________

                      REGISTRATION RIGHTS ADDENDUM

     This Registration Rights Addendum (the "Addendum") sets forth the
registration rights to be granted by Cadiz Inc. (the "Company") to each
purchaser of the Company's Common Stock (the "Common Stock") and each of
the warrants for the purchase of an aggregate of 202,500 shares of the
Company's Common Stock (collectively, the "Warrants") pursuant to an
offering by the Company of Common Stock and Warrants (the "Offering") as
a part of the attached Credit Agreement (the "Credit Agreement" and
together with all documents and agreements relating to the Offering, the
"Credit Agreement Documents").  The text of this Addendum is
incorporated by reference in, and made a part of, the Credit Agreement,
as if fully set forth therein.  References herein to "the undersigned"
shall have reference to the Lender, in the context of the attached
Credit Agreement.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Subscription Agreement to be
executed by the undersigned concurrently herewith in connection with the
Offering.

     1.   REGISTRATION RIGHTS.

          (i)  The Company shall, as promptly as possible following
consummation of the Offering, prepare and file (and to cause to be
declared effective not later than April 30, 2001) a shelf registration
statement on Form S-3 or any other appropriate form pursuant to Rule 415
(or similar rule that may be adopted by the U.S. Securities and Exchange
Commission ("SEC")) which includes all of the Eligible Shares (as
defined in Section 2 below), and further agrees to use its best efforts
to keep such shelf registration statement continuously effective and
usable for resale of the Eligible Shares during the Registration Rights
Period described in Section 3 below, subject to "black-out periods," as
defined below.  Before the Company files any registration statement with
the SEC pursuant to this section, it shall provide the Subscriber
reasonable opportunity to provide comments to any such registration
statement and shall reflect all reasonable comments in such registration
statement.

          (ii) In connection with the foregoing, the Company shall, as
expeditiously as reasonably possible:

               (a)  prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the Act (as defined below) with respect to
the disposition of all securities covered by such registration
statement.

               (b)  furnish to the holders of the Eligible Shares (as
defined below) such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act,
and such other documents as they may reasonably request in order to
facilitate the disposition of Eligible Shares owned by such holders.

               (c)  use its reasonable best efforts to register and
qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdiction as shall be
reasonably requested by the holders of Eligible Shares; provided that
the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

               (d)  notify each holder of Eligible Shares covered by
such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of
any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.

     2.   ELIGIBLE SHARES.  For purposes of this Addendum, Eligible
Shares shall be deemed to include One Hundred Percent (100%) of the
shares of Common Stock, One Hundred Percent (100%) of the Warrants and
One Hundred Percent (100%) of the shares of common stock of the Company
(i) which may be issued by the Company to the undersigned upon exercise
of the Warrants, (ii) which may be issued by the Company to the
undersigned under any of the Credit Agreement Documents (as such may be
amended from time to time) and (iii) which may be issued by the Company
to the undersigned as (or which may be issuable upon the conversion or
exercise of any warrant, right or other security which may be issued as)
a dividend or other distribution with respect to, or in exchange for or
in replacement of such above described securities.  The undersigned
acknowledges and agrees that the Company shall have no obligation
whatsoever to include any securities, which are not Eligible Shares in
any registration statement filed by the Company.

     3.   REGISTRATION RIGHTS PERIOD.  At its expense, the Company
shall: (1) use its best efforts to maintain such registration,
qualification or compliance in an effective status for a period of three
(3) years or until the undersigned has completed the distribution
described in the Registration Statement relating to the Eligible Shares
included therein, whichever first occurs (subject to any "black-out"
periods, as described below) (the "Registration Rights Period"); and (2)
furnish such prospectuses and other documents incident thereto which the
undersigned, from time to time, may reasonably request.  Notwithstanding
the foregoing, it shall not be deemed a failure of the Company's
obligation set forth in this Section 3 if the Company fails to keep the
information in the Registration Statement (or in documents or reports
incorporated therein by reference) current during any period not
exceeding thirty (30) consecutive days, or ninety (90) days in the
aggregate, due to (i) the fact that Company has material inside
information that the Company has concluded (with the advice of counsel)
cannot be disclosed publicly; or (ii) a material event, including but
not limited to, a material acquisition or merger of the Company (or a
subsidiary of the Company) or an underwritten offering of the Company's
securities, or any other material event outside the control of the
Company ("black-out periods"); provided, however, that if any black-out
period or periods occur, the period during which the Registration
Statement must be kept effective and current pursuant to this Section 3
shall be extended by a number of days equal to the aggregate number of
days in all such black-out periods.

     4.   LIQUIDATED DAMAGES.  If the registration statement required by
Section 1 of this Addendum has not been declared effective on or prior
to April 30, 2001 (a "Registration Default"), the Company agrees to pay
liquidated damages to each holder of Eligible Securities by way of a
reduction in the exercise price of the Warrants.  The exercise price of
the Warrants shall, on the first day of the first 30-day period
immediately following the occurrence of a Registration Default, be
reduced by twenty-five Cents ($0.25).  The exercise price of the
Warrants shall decrease by an additional twenty-five Cents ($0.25) on
the first day of each subsequent 30-day period until the Registration
Default has been cured, but in no event shall the exercise price of the
Warrants be less than zero.  The parties hereto expressly agree and
acknowledge that the actual damages of the holders of the Eligible
Shares in the event of a Registration Default would be extremely
difficult or impracticable to ascertain and that the amount of the
proposed reduction in the Exercise Price represents the parties'
reasonable estimate of such damages.

     5.   EXPENSES OF REGISTRATION.  The Company shall bear the entire
cost and expense of the registration of securities initiated by it under
Section (1) notwithstanding that Eligible Shares may be included in such
registration.  Any holder whose Eligible Shares are included in such
registration statement shall, however, bear the fees of such holder's
own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Eligible Shares sold by such
holder pursuant thereto.

     6.   INFORMATION BY HOLDER.  Each holder of Eligible Shares shall
furnish to the Company, at such holders' own expense and in writing,
such information regarding such holder and distribution proposed to be
made by such holder as the Company may request in connection with any
registration, qualification or compliance referred to in this Addendum.
Furthermore, each holder agrees to cooperate fully with the Company in
the preparation and filing of any Registration Statement, which includes
any of the Eligible Shares, owned by such holder.

     7.   INDEMNIFICATION.

          (i)  The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Securities Act of
1933, as amended (the "Act"), who may purchase from or sell for any such
holder any Eligible Shares (in the case of indemnification of such
underwriter) from and against any and all losses, claims, damages and
liabilities ("Losses") arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any
registration statement or any post-effective amendment thereto under the
Act or any prospectus included therein required to be filed or furnished
by reason of this Addendum or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such Losses arise out of or are based upon
any such untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished or required to be
furnished in writing to the Company by such holder, in the case of
indemnification of such holder, or underwriter, in the case of
indemnification of such underwriter, expressly for use therein, which
indemnification shall include each partner, officer and director of each
holder and underwriter and each person, if any, who controls any such
holder or underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged  so to indemnify any such holder
or underwriter or controlling person unless such holder or underwriter
shall at the same time indemnify, severally and not jointly, the
Company, its directors, each officer signing the related registration
statement and each person, if any, who controls the Company within the
meaning of such Act, from and against any and all Losses arising out of
or based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or any prospectus
required to be filed or furnished by reason of this Addendum or arising
out of or based upon any omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, insofar as such Losses arise out of or are based
upon any untrue statement or alleged untrue statement or omission made
in conformity with information furnished in writing to the Company by
any such holder or underwriter expressly for use therein.

          (ii) If the indemnity obligation provided for above is
unavailable or insufficient to hold harmless an indemnified party in
respect of any Losses, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such
Losses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified
party on the other hand in connection with statements or omissions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement
or omission.  The parties agree that it would not be just and equitable
if contributions pursuant to this paragraph were to be determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the previous
sentence.

          (iii)     Indemnification similar to that specified in this
Section 7 (with appropriate modifications) shall be given with respect
to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority
other than the Act.  The provisions of his Section 7 shall be in
addition to any other rights to indemnification or contribution pursuant
to law, equity, contract or otherwise.

     8.   SALE WITHOUT REGISTRATION.

          (i)  Notwithstanding anything herein to the contrary, the
Company shall not be required to have the Eligible Shares registered (or
maintain the effectiveness of any prior registration of Eligible Shares)
if in the opinion of either counsel for the Company, knowledgeable and
experienced in Federal securities matters (said counsel to be acceptable
to the holder in the reasonable judgement of such holder), or counsel
for the holder, knowledgeable and experienced in Federal securities
matters (said counsel to be acceptable to the Company in the Company's
reasonable judgement), all Eligible Shares held by and issuable to any
such holder (and its affiliates, partners, former partners, members and
former members) may be sold under Rule 144 under the Act during any
ninety (90) day period.

          (ii) The Company will (a) file reports in compliance with the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b)
comply with all rules and regulations of the Securities and Exchange
Commission (the "Commission") applicable in connection with the use of
Rule 144 under the Act and take such other actions and furnish the
holder with such other information as such holder may request in order
to avail itself of such rule or any other rule or regulation of the
Commission allowing such holder to sell any Eligible Shares without
registration, and (c) at its expense, upon the request of the holder,
deliver to such holder a certificate, signed by the Company's principal
financial officer, stating (i) the Company's name, address and telephone
number (including area code), (ii) the Company's Internal Revenue
Service identification number, (iii) the Company's Commission file
number, (iv) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company,
and (v) whether the Company has filed the reports required to be filed
under the Exchange Act for a period of at least ninety (90) days prior
to the date of such certificate and in addition has filed the most
recent annual report required to be filed thereunder.  If at any time
the Company is not required to file reports in compliance with either
Section 13 or Section 15(d) of the Exchange Act, the Company at its
expense will, upon the written request of the holder, make available
adequate current public information with respect to the Company within
the meaning of paragraph (c)(2) of Rule 144 under the Act.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register the Eligible Shares pursuant to this Addendum may be
assigned by a holder of the Eligible Shares to a transferee or assignee
of the Eligible Shares; provided, however (i) the transferor shall,
within ten (10) days after such transfer or assignment, furnish to the
Company written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration
rights are being transferred or assigned and (ii) such transferee or
assignee shall agree to be subject to this Addendum.

     10.  CERTIFICATES WITHOUT LEGENDS.  The Company shall be obligated
to reissue promptly certificates without any restrictive legends at the
request of any holder if the holder shall have obtained an opinion of
counsel, knowledgeable and experienced in Federal securities matters
(said counsel to be acceptable to the Company in the Company's
reasonable judgement), to the effect that the securities proposed to be
disposed of may lawfully be so reissued without any legend.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.21
<SEQUENCE>15
<FILENAME>exhibit4-21.txt
<TEXT>


                                                            EXHIBIT 4.21
                                                            ------------

                      REGISTRATION RIGHTS ADDENDUM

     This Registration Rights Addendum (the "Addendum") sets forth the
registration rights to be granted by Cadiz Inc. (the "Company") to each
purchaser of the Company's Common Stock (the "Common Stock") and each of
the warrants for the purchase of an aggregate of 22,500 shares of the
Company's Common Stock (collectively, the "Warrants") pursuant to an
offering by the Company of Common Stock and Warrants (the "Offering") as
a part of the attached Credit Agreement (the "Credit Agreement" and
together with all documents and agreements relating to the Offering, the
"Credit Agreement Documents").  The text of this Addendum is
incorporated by reference in, and made a part of, the Credit Agreement,
as if fully set forth therein.  References herein to "the undersigned"
shall have reference to the Lender, in the context of the attached
Credit Agreement.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Subscription Agreement to be
executed by the undersigned concurrently herewith in connection with the
Offering.

     1.   REGISTRATION RIGHTS.

          (i)  The Company shall, as promptly as possible following
consummation of the Offering, prepare and file (and to cause to be
declared effective not later than April 30, 2001) a shelf registration
statement on Form S-3 or any other appropriate form pursuant to Rule 415
(or similar rule that may be adopted by the U.S. Securities and Exchange
Commission ("SEC")) which includes all of the Eligible Shares (as
defined in Section 2 below), and further agrees to use its best efforts
to keep such shelf registration statement continuously effective and
usable for resale of the Eligible Shares during the Registration Rights
Period described in Section 3 below, subject to "black-out periods," as
defined below.  Before the Company files any registration statement with
the SEC pursuant to this section, it shall provide the Subscriber
reasonable opportunity to provide comments to any such registration
statement and shall reflect all reasonable comments in such registration
statement.

          (ii) In connection with the foregoing, the Company shall, as
expeditiously as reasonably possible:

               (a)  prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the Act (as defined below) with respect to
the disposition of all securities covered by such registration
statement.

               (b)  furnish to the holders of the Eligible Shares (as
defined below) such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act,
and such other documents as they may reasonably request in order to
facilitate the disposition of Eligible Shares owned by such holders.

               (c)  use its reasonable best efforts to register and
qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdiction as shall be
reasonably requested by the holders of Eligible Shares; provided that
the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

               (d)  notify each holder of Eligible Shares covered by
such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of
any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.

     2.   ELIGIBLE SHARES.  For purposes of this Addendum, Eligible
Shares shall be deemed to include One Hundred Percent (100%) of the
shares of Common Stock, One Hundred Percent (100%) of the Warrants and
One Hundred Percent (100%) of the shares of common stock of the Company
(i) which may be issued by the Company to the undersigned upon exercise
of the Warrants, (ii) which may be issued by the Company to the
undersigned under any of the Credit Agreement Documents (as such may be
amended from time to time) and (iii) which may be issued by the Company
to the undersigned as (or which may be issuable upon the conversion or
exercise of any warrant, right or other security which may be issued as)
a dividend or other distribution with respect to, or in exchange for or
in replacement of such above described securities.  The undersigned
acknowledges and agrees that the Company shall have no obligation
whatsoever to include any securities, which are not Eligible Shares in
any registration statement filed by the Company.

     3.   REGISTRATION RIGHTS PERIOD.  At its expense, the Company
shall: (1) use its best efforts to maintain such registration,
qualification or compliance in an effective status for a period of three
(3) years or until the undersigned has completed the distribution
described in the Registration Statement relating to the Eligible Shares
included therein, whichever first occurs (subject to any "black-out"
periods, as described below) (the "Registration Rights Period"); and (2)
furnish such prospectuses and other documents incident thereto which the
undersigned, from time to time, may reasonably request.  Notwithstanding
the foregoing, it shall not be deemed a failure of the Company's
obligation set forth in this Section 3 if the Company fails to keep the
information in the Registration Statement (or in documents or reports
incorporated therein by reference) current during any period not
exceeding thirty (30) consecutive days, or ninety (90) days in the
aggregate, due to (i) the fact that Company has material inside
information that the Company has concluded (with the advice of counsel)
cannot be disclosed publicly; or (ii) a material event, including but
not limited to, a material acquisition or merger of the Company (or a
subsidiary of the Company) or an underwritten offering of the Company's
securities, or any other material event outside the control of the
Company ("black-out periods"); provided, however, that if any black-out
period or periods occur, the period during which the Registration
Statement must be kept effective and current pursuant to this Section 3
shall be extended by a number of days equal to the aggregate number of
days in all such black-out periods.

     4.   LIQUIDATED DAMAGES.  If the registration statement required by
Section 1 of this Addendum has not been declared effective on or prior
to April 30, 2001 (a "Registration Default"), the Company agrees to pay
liquidated damages to each holder of Eligible Securities by way of a
reduction in the exercise price of the Warrants.  The exercise price of
the Warrants shall, on the first day of the first 30-day period
immediately following the occurrence of a Registration Default, be
reduced by twenty-five Cents ($0.25).  The exercise price of the
Warrants shall decrease by an additional twenty-five Cents ($0.25) on
the first day of each subsequent 30-day period until the Registration
Default has been cured, but in no event shall the exercise price of the
Warrants be less than zero.  The parties hereto expressly agree and
acknowledge that the actual damages of the holders of the Eligible
Shares in the event of a Registration Default would be extremely
difficult or impracticable to ascertain and that the amount of the
proposed reduction in the Exercise Price represents the parties'
reasonable estimate of such damages.

     5.   EXPENSES OF REGISTRATION.  The Company shall bear the entire
cost and expense of the registration of securities initiated by it under
Section (1) notwithstanding that Eligible Shares may be included in such
registration.  Any holder whose Eligible Shares are included in such
registration statement shall, however, bear the fees of such holder's
own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Eligible Shares sold by such
holder pursuant thereto.

     6.   INFORMATION BY HOLDER.  Each holder of Eligible Shares shall
furnish to the Company, at such holders' own expense and in writing,
such information regarding such holder and distribution proposed to be
made by such holder as the Company may request in connection with any
registration, qualification or compliance referred to in this Addendum.
Furthermore, each holder agrees to cooperate fully with the Company in
the preparation and filing of any Registration Statement, which includes
any of the Eligible Shares, owned by such holder.

     7.   INDEMNIFICATION.

          (i)   The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Securities Act of
1933, as amended (the "Act"), who may purchase from or sell for any such
holder any Eligible Shares (in the case of indemnification of such
underwriter) from and against any and all losses, claims, damages and
liabilities ("Losses") arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any
registration statement or any post-effective amendment thereto under the
Act or any prospectus included therein required to be filed or furnished
by reason of this Addendum or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such Losses arise out of or are based upon
any such untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished or required to be
furnished in writing to the Company by such holder, in the case of
indemnification of such holder, or underwriter, in the case of
indemnification of such underwriter, expressly for use therein, which
indemnification shall include each partner, officer and director of each
holder and underwriter and each person, if any, who controls any such
holder or underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged  so to indemnify any such holder
or underwriter or controlling person unless such holder or underwriter
shall at the same time indemnify, severally and not jointly, the
Company, its directors, each officer signing the related registration
statement and each person, if any, who controls the Company within the
meaning of such Act, from and against any and all Losses arising out of
or based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or any prospectus
required to be filed or furnished by reason of this Addendum or arising
out of or based upon any omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, insofar as such Losses arise out of or are based
upon any untrue statement or alleged untrue statement or omission made
in conformity with information furnished in writing to the Company by
any such holder or underwriter expressly for use therein.

          (ii) If the indemnity obligation provided for above is
unavailable or insufficient to hold harmless an indemnified party in
respect of any Losses, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such
Losses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified
party on the other hand in connection with statements or omissions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement
or omission.  The parties agree that it would not be just and equitable
if contributions pursuant to this paragraph were to be determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the previous
sentence.

          (iii)     Indemnification similar to that specified in this
Section 7 (with appropriate modifications) shall be given with respect
to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority
other than the Act.  The provisions of his Section 7 shall be in
addition to any other rights to indemnification or contribution pursuant
to law, equity, contract or otherwise.

     8.   SALE WITHOUT REGISTRATION.

          (i)  Notwithstanding anything herein to the contrary, the
Company shall not be required to have the Eligible Shares registered (or
maintain the effectiveness of any prior registration of Eligible Shares)
if in the opinion of either counsel for the Company, knowledgeable and
experienced in Federal securities matters (said counsel to be acceptable
to the holder in the reasonable judgement of such holder), or counsel
for the holder, knowledgeable and experienced in Federal securities
matters (said counsel to be acceptable to the Company in the Company's
reasonable judgement), all Eligible Shares held by and issuable to any
such holder (and its affiliates, partners, former partners, members and
former members) may be sold under Rule 144 under the Act during any
ninety (90) day period.

          (ii) The Company will (a) file reports in compliance with the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b)
comply with all rules and regulations of the Securities and Exchange
Commission (the "Commission") applicable in connection with the use of
Rule 144 under the Act and take such other actions and furnish the
holder with such other information as such holder may request in order
to avail itself of such rule or any other rule or regulation of the
Commission allowing such holder to sell any Eligible Shares without
registration, and (c) at its expense, upon the request of the holder,
deliver to such holder a certificate, signed by the Company's principal
financial officer, stating (i) the Company's name, address and telephone
number (including area code), (ii) the Company's Internal Revenue
Service identification number, (iii) the Company's Commission file
number, (iv) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company,
and (v) whether the Company has filed the reports required to be filed
under the Exchange Act for a period of at least ninety (90) days prior
to the date of such certificate and in addition has filed the most
recent annual report required to be filed thereunder.  If at any time
the Company is not required to file reports in compliance with either
Section 13 or Section 15(d) of the Exchange Act, the Company at its
expense will, upon the written request of the holder, make available
adequate current public information with respect to the Company within
the meaning of paragraph (c)(2) of Rule 144 under the Act.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register the Eligible Shares pursuant to this Addendum may be
assigned by a holder of the Eligible Shares to a transferee or assignee
of the Eligible Shares; provided, however (i) the transferor shall,
within ten (10) days after such transfer or assignment, furnish to the
Company written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration
rights are being transferred or assigned and (ii) such transferee or
assignee shall agree to be subject to this Addendum.

     10.  CERTIFICATES WITHOUT LEGENDS.  The Company shall be obligated
to reissue promptly certificates without any restrictive legends at the
request of any holder if the holder shall have obtained an opinion of
counsel, knowledgeable and experienced in Federal securities matters
(said counsel to be acceptable to the Company in the Company's
reasonable judgement), to the effect that the securities proposed to be
disposed of may lawfully be so reissued without any legend.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.22
<SEQUENCE>16
<FILENAME>exhibit4-22.txt
<TEXT>


                                                             EXHIBIT 4.22
                                                             ____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 75,000 Shares of Common Stock.



                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                      (Second Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 75,000 shares of Common Stock, $0.01 par value,
 of the Company ("Common Stock") at a price of Four Dollars and Seventy
 Five Cents ($4.75) per share at any time during the period from April
 30, 1998 (the "Initial Exercise Date") to the fifth anniversary of the
 Initial Exercise Date (the "Expiration Date"), but not later than 5:00
 p.m., New York Time, on the Expiration Date.  The shares of Common Stock
 (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein) is hereinafter sometimes referred to as
 the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Amended and
 Restated Warrant (the "Second Warrant Certificate") for 75,000 shares of
 Common Stock issued by the Company on otherwise identical terms in
 connection with that certain Third Global Amendment Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING Baring (U.S.) Capital LLC
 ("ING") dated as of December 22, 1999.  This Amended and Restated
 Warrant supersedes and replaces the Second Warrant Certificate.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.
                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.

     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).

                                  CADIZ INC.

                               By:         /s/ Stanley E. Speer
                                         ___________________________
                                           Stanley E. Speer
                               Its:        Chief Financial Officer

 Dated:  December 28, 2000
                              PURCHASE FORM

                                    Dated: ___________________

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _______shares of Common Stock and
 hereby makes payment of ________in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name_______________________________________________________
              (Please typewrite or print in block letters)

 Address____________________________________________________


 Signature________________________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________________hereby sells, assigns and
 transfers unto

 Name_______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of _______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint ___________ Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.

 Date_______________,

 ___________________________
 Signature
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.23
<SEQUENCE>17
<FILENAME>exhibit4-23.txt
<TEXT>


                                                             EXHIBIT 4.23
                                                             ____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 100,000 Shares of Common Stock.



                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                      (Fourth Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middendbank Curacao,
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 100,000 shares of Common Stock, $0.01 par
 value, of the Company ("Common Stock") at a price of Four Dollars and
 Seventy-Five Cents ($4.75) per share at any time during the period from
 April 5, 1999 (the "Initial Exercise Date") to the fifth anniversary of
 the Initial Exercise Date (the "Expiration Date"), but not later than
 5:00 p.m., New York Time, on the Expiration Date.  The shares of Common
 Stock (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein) is hereinafter sometimes referred to as
 the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Amended and
 Restated Warrant (the "Fourth Warrant Certificate") for 100,000 shares
 of Common Stock issued by the Company on otherwise identical terms in
 connection with that certain Third Global Amendment Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING Baring (U.S.) Capital LLC
 ("ING") dated as of December 22, 1999.  This Amended and Restated
 Warrant supersedes and replaces the Fourth Warrant Certificate.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.

     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).
                                  CADIZ INC.

                               By:         /s/ Stanley E. Speer
                                  _____________________________
                                          Stanley E. Speer
                               Its:       Chief Financial Officer

 Dated: December 28, 2000

                              PURCHASE FORM

                                    Dated: __________________-,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing ______ shares of Common Stock and
 hereby makes payment of ______ in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name__________________________________________________________
              (Please typewrite or print in block letters)

 Address_________________________________________________________


 Signature___________________________________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, __________________hereby sells, assigns and
 transfers unto


 Name_________________________________________________________
              (Please typewrite or print in block letters)

 Address________________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______ shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint                   Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date________________,

 _____________________________________
 Signature

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.24
<SEQUENCE>18
<FILENAME>exhibit4-24.txt
<TEXT>

                                                             EXHIBIT 4.24
                                                          ______________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.


       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 150,000 Shares of Common Stock.


                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                       (Fifth Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao,
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 150,000 shares of Common Stock, $0.01 par
 value, of the Company ("Common Stock") at a price of Four Dollars and
 Seventy Five Cents ($4.75) per share at any time during the period from
 October 31, 1999 (the "Initial Exercise Date") to the fifth anniversary
 of the Initial Exercise Date (the "Expiration Date"), but not later than
 5:00 p.m., New York Time, on the Expiration Date.  The shares of Common
 Stock (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein) is hereinafter sometimes referred to as
 the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Amended and
 Restated Warrant (the "Fifth Warrant Certificate") for 150,000 shares of
 Common Stock issued by the Company on otherwise identical terms in
 connection with that certain Third Global Amendment Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING Baring (U.S.) Capital LLC
 ("ING") dated as of December 22, 1999.  This Amended and Restated
 Warrant supersedes and replaces the Fifth Warrant Certificate.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.

     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).

                                  CADIZ INC.

                               By:  /s/ Stanley E. Speer
                                    ________________________
                                     Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 28, 2000


                              PURCHASE FORM

                                    Dated:________________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _______ shares of Common Stock and
 hereby makes payment of ________ in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK

 Name__________________________________________________________
              (Please typewrite or print in block letters)

 Address_______________________________________________________


 Signature______________________________________________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ____________hereby sells, assigns and transfers
 unto

 Name_______________________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ________ shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint _____________ Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.

 Date____________________,

 ___________________________________
 Signature
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.25
<SEQUENCE>19
<FILENAME>exhibit4-25.txt
<TEXT>


                                                             EXHIBIT 4.25
                                                              ___________


      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 50,000 Shares of Common Stock.



                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                       (Sixth Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao,
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 50,000 shares of Common Stock, $0.01 par value,
 of the Company ("Common Stock") at a price of Four Dollars and Seventy-
 Five Cents ($4.75) per share at any time during the period from April
 30, 2000 (the "Initial Exercise Date") to the fifth anniversary of the
 Initial Exercise Date (the "Expiration Date"), but not later than 5:00
 p.m., New York Time, on the Expiration Date.  The shares of Common Stock
 (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein) is hereinafter sometimes referred to as
 the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Warrant
 (the "Sixth Warrant Certificate") for 50,000 shares of Common Stock
 issued by the Company on otherwise identical terms in connection with
 that certain Second Global Amendment Agreement by and between the
 Company, for itself and as successor in interest to Cadiz Valley
 Development Corporation, and ING Baring (U.S.) Capital LLC ("ING") dated
 as of April 30, 1999.  This Amended and Restated Warrant supersedes and
 replaces the Sixth Warrant Certificate.  The Company acknowledges that
 the conditions to exercisability set forth in the Sixth Warrant
 Certificate have been satisfied.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.


     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).


                                  CADIZ INC.


                               By:  /s/ Stanley E. Speer
                                  ____________________________
                                     Stanley E. Speer
                               Its:  Chief Financial Officer


 Dated: December 28, 2000


                              PURCHASE FORM

                                    Dated:___________________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing __________shares of Common Stock and
 hereby makes payment of __________in payment of the actual exercise
 price thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name__________________________________________________________________
              (Please typewrite or print in block letters)

 Address_______________________________________________________________


 Signature__________________________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, __________________________hereby sells, assigns
 and transfers unto


 Name________________________________________________________________
              (Please typewrite or print in block letters)

 Address______________________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ___________ shares as to which such right is exercisable and
 does hereby irrevocably constitute and appoint _____________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date____________________,


 ____________________________-
 Signature


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.26
<SEQUENCE>20
<FILENAME>exhibit4-26.txt
<TEXT>

                                                             EXHIBIT 4.26
                                                               __________


      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.

       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 100,000 Shares of Common Stock.

                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                      (Seventh Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao,
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 100,000 shares of Common Stock, $0.01 par
 value, of the Company ("Common Stock") at a price of Four Dollars and
 Seventy-Five Cents ($4.75) per share at any time during the period from
 October 31, 2000 (the "Initial Exercise Date") to the fifth anniversary
 of the Initial Exercise Date (the "Expiration Date"), but not later than
 5:00 p.m., New York Time, on the Expiration Date.  The shares of Common
 Stock (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein) is hereinafter sometimes referred to as
 the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Warrant
 (the "Seventh Warrant Certificate") for 100,000 shares of Common Stock
 issued by the Company on otherwise identical terms in connection with
 that certain Third Global Amendment Agreement by and between the
 Company, for itself and as successor in interest to Cadiz Valley
 Development Corporation, and ING Baring (U.S.) Capital LLC ("ING") dated
 as of December 22, 1999.  This Amended and Restated Warrant supersedes
 and replaces the Seventh Warrant Certificate.  The Company acknowledges
 that the conditions to exercisability set forth in the Seventh Warrant
 Certificate have been satisfied.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the NASDAQ system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company 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 current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise 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 current market price per share of the Common Stock, 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
     shareholders 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 Exercise Price shall be
     readjusted to the Exercise 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.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise 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 (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise 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 (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, 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
     Company 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; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) 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
          Company 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 Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; 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 Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company 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 (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by NASDAQ, or other
     similar organization if NASDAQ is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) 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 (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), 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 (f) hereafter
     made by the Company 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.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant 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 (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company 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 Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, 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.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company 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 exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and 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 which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company 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
 Company) 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 this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder 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 Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, 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 this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.


     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).
                                  CADIZ INC.

                               By:  /s/ Stanley E. Speer
                                    ________________________
                                       Stanley E. Speer
                               Its: Chief Financial Officer
 Dated: December 28,2000

                              PURCHASE FORM

                                    Dated: _______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing         shares of Common Stock and
 hereby makes payment of _       in payment of the actual exercise price
 thereof.

                 INSTRUCTIONS FOR REGISTRATION OF STOCK

 Name_________________________________________________________
              (Please typewrite or print in block letters)

 Address_______________________________________________________


 Signature______________________________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ________________________hereby sells, assigns
 and transfers unto


 Name________________________________________________________________
              (Please typewrite or print in block letters)

 Address______________________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ________shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint _________________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.

 Date__________________,


 Signature____________________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>21
<FILENAME>exhibit5-1.txt
<TEXT>

                                                             EXHIBIT 5.1
                                                            ___________
                            January 16, 2001
Cadiz Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, CA 90401-11111

     Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     Our opinion has been requested in connection with the Registration
Statement to which this opinion is filed as an exhibit.

     We have examined the Registration Statement and have examined, and
have relied as to matters of fact upon, the originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers
and representatives of Cadiz Inc. (the "Company"), and have made such
other and further investigations, as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. Based on and
subject to the above, it is our opinion that:  (i) of the total
2,667,861 shares of common stock being registered, 192,861 shares which
are currently outstanding are duly authorized, legally issued, fully
paid and non-assessable, and 2,475,000 shares of common stock, when
issued as contemplated under the terms of the agreements, warrants or
convertible preferred stock governing their issuance, will be duly
authorized, legally issued, fully paid and non-assessable; and (ii) the
warrants to purchase 1,150,000 shares of common stock being registered
are duly authorized, legally issued, fully paid and non-assessable.

     We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the
State of California, the General Corporation Law of the State of
Delaware and the federal law of the United States.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the heading
"Legal Matters" in the prospectus forming a part of the Registration
Statement.
                              Very truly yours,

                              /s/ Miller & Holguin
                              ____________________
                                  Miller & Holguin
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>22
<FILENAME>exhibit23-1.txt
<TEXT>


                                                            EXHIBIT 23.1
                                                            ____________






                   CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 15, 2000 relating to
the financial statements and financial statement schedules, which
appears in Cadiz, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.  We also consent to the incorporation by reference in
such Registration Statement of our reports dated February 15, 2000,
relating to the financial statements of Cadiz Inc. and Sun World
International, Inc., which appear in Cadiz Inc.'s Form 8-K dated January
16, 2001.  Further we consent to the reference to us under the heading
"Experts" in such Registration Statement and to the reference to us
under the heading "Selected Financial Data" in such Annual Report on
Form 10-K.


/s/  PricewaterhouseCoopers
_______________________________
     PricewaterhouseCoopers LLP

Los Angeles, California
January 16, 2001

</TEXT>
</DOCUMENT>
</SUBMISSION>
