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<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
<DATE-CHANGED>19920602
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<FILENAME>s3sept2002.txt
<TEXT>
As filed with the Securities and Exchange Commission on September 13, 2002
                                       Registration No. 333-_______
==========================================================================

               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)

                     Jennifer Hankes Painter
               Vice President and General Counsel
                     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. ______

===================================================================
                 CALCULATION OF REGISTRATION FEE

                                       Proposed   Proposed
                                       Maximum    Maximum     Amount
Title of Each            Amount        Offering   Aggregate     of
Class of Securities       to be         Price     Offering  Registration
to be Registered       Registered      Per Unit    Price       Fee
------------------  -----------------  ----------  --------  -----------


  Common Stock,
   Par Value        1,375,000 Shares(1)  $ 3.52(2)  $4,840,000 $ 445.28
   $0.01 Per Share

  Warrants for the  1,350,000 Warrants(3)
   Purchase of
   Common Stock

(1)  The shares of common stock which may be offered by the
     selling securityholder pursuant to this registration
     statement include, but are not limited to, 1,350,000 shares
     of common stock issuable upon the exercise of warrants.  In
     accordance with Rule 416 of Regulation C under the
     Securities Act of 1933, this registration statement also
     covers any additional shares of common stock issued or
     issuable to the selling securityholder as a result of a
     stock split, stock dividend or similar transaction.

(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 the Nasdaq National Stock Market
     for September 9, 2002, 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).

===================================================================
     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 SEPTEMBER 13, 2002, SUBJECT TO COMPLETION

                           CADIZ INC.
 WARRANTS FOR THE PURCHASE OF 1,350,000 SHARES OF COMMON STOCK AND
 COMMON STOCK UNDERLYING WARRANTS AND 25,000 ADDITIONAL SHARES
 OF COMMON STOCK

     The selling securityholder is offering and selling:

       *  warrants to purchase 1,350,000 shares of common stock
          and 1,350,000 shares of common stock issuable upon the
          exercise of these warrants; and

       *  25,000 additional shares of common stock.

     We issued the 1,350,000 warrants and 25,000 additional shares
of common stock to the selling securityholder in a private
transaction exempt from the registration requirements of the
Securities Act of 1933.  1,250,000 of these warrants were issued to
the selling securityholder as partial consideration to induce an
indirect affiliate of the selling securityholder to extend until
January 31, 2003 the due date of $25.1 million of previously
outstanding loans to us; however, 1,000,000 of those warrants will
not be exercisable if we pay all of our outstanding loans to ING
Baring (U.S.) Capital LLC by January 30, 2003.  We issued 100,000
additional warrants to the selling securityholder in connection
with the lender's extension of $10 million of additional loans
to our company.  In connection with the loan transactions, we also
issued to the selling securityholder the 25,000 shares of
common stock.   We do not know when or how the selling securityholder
intends to sell its shares or warrants or what the price, terms or
conditions of any sales will be.  The selling securityholder may
sell the shares or warrants directly or through underwriters,
dealers or agents, who may receive compensation.  The selling
securityholder 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 securityholder.  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.  350,000 of the warrants offered under this
prospectus entitle the holders to purchase common stock at an
initial exercise price per share of $4.81.  The remaining warrants
are exercisable at an initial exercise price per share of $0.01.

     Cadiz' common stock is traded on the Nasdaq National Stock
Market System under the symbol "CLCI".  On September 11, 2002, the
last reported sale price of our common stock on Nasdaq was $3.78.

                        ----------------

    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 1 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_________________, 2002.


                        TABLE OF CONTENTS

                                                             Page

Notice About Forward Looking Statements. . . . . . . . . . . . 1

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

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . .1

Description of Securities. . . . . . . . . . . . . . . . . . . 5

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 7

Sales by Selling Securityholder. . . . . . . . . . . . . . . . 7

Plan of Distribution. . . . . . . . . . . . . . . . . . . . . .8

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . 9

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Where You Can Find More Information. . . . . . . . . . . . . . 10

                           Page i


             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 1.  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
and listed in "Where You Can Find More Information" on page 10.

                    ABOUT CADIZ AND SUN WORLD

     Cadiz' 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 and agricultural properties located
throughout central and southern California with valuable water rights.
We believe that our access to water provides 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 high-quality 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.

                     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 AND MAY NEVER
ACHIEVE AND MAINTAIN PROFITABILITY UNLESS WE SUCCESSFULLY
IMPLEMENT OUR WATER DEVELOPMENT PROGRAMS.  Our net losses
were $8.6 million for the year ended December 31, 1999;
$22.5 million for the year ended

                       Page 1

December 31, 2000; and $25.7 million for the year ended
December 31, 2001.  For the six months ended June 30, 2002
our net loss was $12.7 million.  We have derived substantially all
of our revenues to date from our agricultural operations as
conducted through our Sun World subsidiary.  Until such time,
if ever, as we generate significant revenues from our water
development programs, our consolidated results of operations
will be largely dependent upon the results of our agricultural
operations.  We may never become profitable unless we are able
to successfully implement our water development programs.  If
we do become profitable, we may not be able to remain profitable.

     FACTORS OUTSIDE OF OUR CONTROL CAN AFFECT THE
PROFITABILITY OF OUR 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.   Adverse weather conditions, insects, blight or
other diseases, labor boycotts or strikes and shortages of
competent laborers could also affect the profitability of
our agricultural operations, as could changes in
governmental policies and industry production levels.

     IF WE DO NOT RECEIVE THE APPROVAL OF GOVERNMENTAL
REGULATORS, WE WILL NOT BE ABLE TO IMPLEMENT OUR WATER
DEVELOPMENT PROGRAMS.  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 programs.  We are in
the process of obtaining the required federal rights-of-way
and state regulatory approvals for the Cadiz Groundwater and
Dry-Year Supply Program, one of our water development
programs.  We sometimes refer to the Cadiz Groundwater and
Dry-Year Supply Program in this prospectus as the "Cadiz
Program".   Under the proposed terms of the Cadiz Program,
during wet years, 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 by pipeline to
Metropolitan's service area.  The U.S. Department of the
Interior has issued its Record of Decision regarding the
program, and upon acceptance by Metropolitan of the terms and
conditions included in the Record of Decision, the Department
will issue the rights-of-way.  We cannot assure you that we
will be successful in obtaining the necessary rights-of-way
and approvals for this 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
programs.

     IF WE DO NOT REACH A FINAL AGREEMENT WITH METROPOLITAN,
WE WILL NOT BE ABLE TO IMPLEMENT THE CADIZ PROGRAM.  In July
1998, Cadiz and Metropolitan approved "principles," or outline
terms, for a 50-year agreement governing the Cadiz Program.
Following extensive negotiations, Cadiz and Metropolitan further
refined the "principles" to reach agreement on the basic
economic terms of the program and allocate responsibilities
under the program.  Metropolitan's board of directors
approved these definitive terms in April 2001.  These
definitive terms serve as the basis for a final agreement to
be executed by Cadiz and Metropolitan. We cannot assure you
that we will be able to reach agreement with Metropolitan on
the final terms of the Cadiz Program or that a final
agreement will be executed.

     IF WE CANNOT OBTAIN ADDITIONAL FINANCING TO FUND DESIGN
AND CONSTRUCTION COSTS, WE MAY NOT BE ABLE TO IMPLEMENT OUR
WATER DEVELOPMENT PROGRAMS.  As we continue to pursue our
business strategy, we will require additional financing in
connection with our water development programs and construction
of those programs.  Under currently negotiated terms, Cadiz
and Metropolitan will share the responsibility for funding
the design, construction and implementation costs of the
capital facilities for the Cadiz Program.  We are in discusssion
with lenders regarding

                       Page 2

funding for our 50% share of the cost of the program capital
facilities.  We estimate that the total cost of the facilities will
be approximately $150 million.  Financing options include long-term
lending arrangements and utilizing monies we expect to receive from
Metropolitan for its initial payment for storage rights.  If we are
unable to obtain funding for our share of the cost of the facilities,
then the Cadiz Program will not go forward.  If the Cadiz Program
does not go forward, then we may never become profitable. We cannot
assure you that we will be able to finance the costs of implementing
the Cadiz Program or any of our other water development programs.

     IF OUR EXISTING CREDIT FACILITIES EXPIRE OR ARE
INSUFFICIENT TO MEET OUR NEEDS, WE MAY NOT BE ABLE TO SECURE
FINANCING TO FUND OUR DAY-TO-DAY OPERATIONS.  Cadiz and Sun
World currently rely on two revolving credit facilities
under which they can borrow, collectively, $55 million to
meet their working capital needs.  $48.4 million was
outstanding under these revolving credit facilities as of
June 30, 2002.  These revolving credit facilities and $15.4
million of the two companies' term loans are scheduled to
expire or mature at various times through January 31, 2003.
Sun World also has outstanding $115 million of 11-1/4% First
Mortgage Notes due April 15, 2004.  If our current lenders
do not renew our loan facilities, we may not be able to
obtain credit elsewhere.  Even if our current lenders renew
our existing loan facilities, we cannot assure you that
these lenders will give us additional credit should we need
it.  Consequently, we may not have sufficient working
capital to fund our operations.  If we are unable to renew
or replace our existing credit facilities upon maturity, our
current lenders  may force us to sell some or all of the
assets we have put up as collateral, including our real
property, water rights, growing crops, crop inventories and
accounts receivable.

     FACTORS OUTSIDE OF OUR CONTROL MAY DELAY OR PREVENT THE
IMPLEMENTATION OF OUR WATER DEVELOPMENT PROGRAMS.  Factors
which may delay or prevent the implementation of our water
development programs include:

     * Litigation which may be commenced by environmental
       groups and other opponents of our water development
       programs;

     * Unforeseen technical difficulties and construction
       delays;

     * Cost increases which may affect our ability to
       compete with water suppliers who have greater
       resources than we do;

     * Hydrologic risks of variable water supplies;

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

     * Changes in federal and state water quality standards
       which may raise our costs; and

     * Other adverse changes to U.S. federal, state and
       local laws, regulations and policies, including but
       not limited to a not yet adopted rider included in
       the U.S. Senate version of the Department of the
       Interior appropriations bill that would prohibit the
       Department from expending funds on the Cadiz Program
       in fiscal year 2003.

     If any of the events listed above occurs, we cannot
assure you that we will be able to implement our water
development programs on schedule or at all.

     IF WE ARE UNABLE TO CREATE SUFFICIENT MARKETPLACE
DEMAND AND PROTECT OUR EXCLUSIVE RIGHTS FOR OUR HIGH QUALITY
TRADEMARKED AND PROPRIETARY BRANDS OF PRODUCE, OUR AGRICULTURAL
BUSINESS MAY BECOME MORE VULNERABLE TO PRICE COMPETITION AND
OUR SALES MAY BE REDUCED. 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

                       Page 3

numerous growers from Mexico.  No single competitor has a dominant
market share in the agricultural industry due to the regionalized
nature of these businesses.  In order to compete effectively, we
emphasize recognition of our trademarked and proprietary brands
and association of these brands with high quality food products.
If our marketing efforts regarding the quality of our trademarked
and proprietary brands do not generate sufficient demand for our
agricultural products, or if we cannot protect our
trademarked and proprietary brands, we may have to lower our
prices to be competitive with other producers and our sales
could be reduced.

     OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS
RELATED TO AGRICULTURAL OPERATIONS COULD RESULT IN
SUBSTANTIAL CLEAN-UP COSTS AND CAUSE A DECLINE IN THE VALUE
OF OUR PROPERTIES.  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.

     WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS THAT COULD
DISCOURAGE OR PREVENT AN ACQUISITION OF OUR COMPANY, EVEN IF
THE ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS, AND
AS A RESULT OUR MANAGEMENT MAY BECOME ENTRENCHED AND HARD TO
REPLACE.  Provisions in our certificate of incorporation and
bylaws could make it more difficult for a third party to
acquire us, even if doing so would benefit our stockholders.
These provisions include:

     * allowing our board of directors, exclusively, to fix
       the number of the members of the board of directors;

     * allowing our board of directors, exclusively, to
       fill a vacancy created by an expansion of the board
       of directors, subject only to the rights of
       preferred stockholders;

     * allowing our board of directors to issue, without
       stockholder approval, up to 100,000 shares of
       preferred stock with terms set by the board of
       directors;

     * limiting the ability of holders of our outstanding
       common stock to call a special meeting of our
       stockholders; and

     * preventing stockholders from taking actions by
       written consent and requiring all stockholder
       actions to be taken at a meeting of our
       stockholders.

     Each of these provisions, as well as selected
provisions of Delaware law, could discourage potential
takeover attempts, could adversely affect the market price
of our common stock and could cause our management to become
entrenched and hard to replace.  In addition, we have
adopted a stockholder rights plan that, along with the
provisions of our Certificate of Incorporation and bylaws,
may have the effect of discouraging transactions involving a
change of control of our company.

     THE SALE OF SHARES COVERED BY THIS PROSPECTUS AND
FUTURE SALES OF COMMON STOCK COULD REDUCE THE MARKET PRICE
OF OUR COMMON STOCK PRICE AND DILUTE OUR EARNINGS PER SHARE.
The registration for resale of common stock under this
prospectus 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.  Similarly, the
perception that additional shares of our common stock could
be sold in the public market in the future, could cause a
reduction in the trading price of our stock.  As of
August 31, 2002, there were

                       Page 4

36,388,394 shares of common stock and the following securities
convertible into common stock outstanding, not including the
common stock and warrants covered by this prospectus:

     * 1,700,000 employee stock options, the common
       shares underlying which have been registered on
       registration statements on Form S-8;

     * 1,490,000 vested warrants outstanding;

     * 807,454 deferred stock units;

     * our Series D Convertible Preferred Stock convertible
       into 625,000 shares of common stock; and

     * our Series E-1 and Series E-2 Convertible Preferred
       Stock convertible into 1,000,000 shares of common
       stock.

An additional 579,228 shares of our common stock are
available for grant under our stock option plan.

     WE ARE RESTRICTED BY CONTRACT FROM PAYING DIVIDENDS AND
WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
As a result, any return on investment on our common stock
will depend primarily upon the appreciation in the price of
our common stock.  To date, we have never paid a cash
dividend on our common stock.  Our ability to receive
distributions from Sun World's cash flow and to pay
dividends in turn to our stockholders is restricted by a
series of covenants in the indenture governing 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 by us or by Sun World other than out of cumulative
net income.  Similar restrictions are contained in the loan
documents governing Sun World's secured $30 million
revolving credit facility, Sun World's $5 million unsecured
term loan and Cadiz' $25 million revolving credit facility.
As we have a history of operating losses, we have been
unable to date to pay dividends.  Even if we post a profit
in future years, we currently intend to retain all future
earnings for the operation of our business.  As a result, we
do not anticipate that we will declare any dividends in the
foreseeable future.

                    DESCRIPTION OF SECURITIES

     The selling securityholder, Middenbank Curacao, N.V., is
offering and selling under this prospectus:

     * warrants to purchase 1,350,000 shares of common stock and
       1,350,000 shares of common stock issuable upon the exercise
       of these warrants; and

     * 25,000 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, file number 012114, as amended by reports on:

     * Form 8-K filed with the SEC on May 26, 1988, file number
       403832;

     * Form 8-K filed with the SEC on June 2, 1992, file number
       92161827; and

     * Form 8-K filed with the SEC on May 18, 1999, file number
       000-12114.

                               Page 5

     The basic terms of the warrants being offered and sold under
this prospectus are set forth in the table below:

Name of
Selling        Number              When the
Security-         of     Exercise Warrants Can
holder         Warrants   Price   Be Exercised     Expiration Date
-------------  --------  -------  --------------   ---------------

Middenbank     250,000   $ 4.81  August 1, 2002    August 1, 2005
Curacao, N.V.

               100,000   $ 4.81  August 1, 2002    August 1, 2005

             1,000,000   $ 0.01  January 31, 2003  January 31, 2006

     The exercise price of the first 250,000 warrants described
in the table will be reduced by $0.75 per share if Cadiz does not
pay off its outstanding term and revolving loans to ING Baring
(U.S.) Capital LLC, an entity indirectly affiliated with the
selling securityholder, by October 31, 2002.  The exercise price
of the next 100,000 warrants listed in the table will also be
reduced by $0.75 per share if Cadiz does not repay at least
$10,000,000 of its outstanding loans to ING by October 31, 2002.
The exercise price of both the 250,000 warrants and the 100,000
warrants will be reduced to $0.01 per share if all loans from ING
are not repaid by January 30, 2003.

     The 1,000,000 warrants described in the third line of the
table above will not become exercisable unless Cadiz does not repay
all of its outstanding term loans and revolving loans to ING by
January 30, 2003.

     The exercise price and number of shares of common stock which
may be purchased upon exercise of any of the warrants held by
Middenbank Curacao, N.V., as described in the table above, are
subject to "anti-dilution" adjustments in the event of any:

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

     * Subdivision, reclassification or combination of our common
       stock;

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

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

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

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

     If any of the "dilution" events listed above occurs, the
exercise price of the warrants will be adjusted according to a
"weighted average" formula.  That is to say, the adjusted exercise
price of the warrants will be determined by multiplying the
original exercise price by a fraction, the numerator of which will
equal the number of shares of common stock outstanding on the date
the "dilution" event occurs, and the denominator of which will
equal the number of shares of common stock after the "dilution"
event occurs.  Whenever the exercise price of the warrants is
adjusted as described above, the number of shares of common stock
purchasable upon exercise of the warrants will be simultaneously
adjusted.  This adjustment will be made by multiplying the number
of shares of

                               Page 6

common stock issuable upon exercise of the warrants immediately
prior to the "dilution" event by the exercise price in effect
immediately prior to the "dilution" event and dividing the
product so obtained by the adjusted exercise price.

     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.

                         USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling
securityholder 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 the "cashless exercise" provision.  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 SECURITYHOLDER

     The selling securityholder is offering warrants to purchase
up to 1,350,000 shares of Cadiz common stock and the common stock
issuable upon the exercise of these 1,350,000 warrants, and 25,000
additional shares of common stock.  The following table sets
forth, as of the date of the prospectus, the name of the selling
securityholder, the number of shares of common stock and warrants
to purchase common stock that the selling securityholder
beneficially owns as of September 11, 2002, the number of shares of
common stock and warrants to purchase common stock beneficially
owned by the selling securityholder 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 securityholder assuming the sale of all
the common stock and warrants to purchase common stock offered by
this prospectus.

     Except as provided in "Description of Securities", the selling
securityholder has not 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, warrants to purchase Cadiz common stock and Sun World bonds.
Cadiz may amend or supplement this prospectus from time to time to
update the disclosure contained in this prospectus.

                  Securities
                 Beneficially               Securities    Percentage
       Name         Owned      Securities  Beneficially   Ownership
     of Selling    Prior to     Offered    Owned After       After
   Securityholder  Offering(1)  for Sale   Offering(1)(2) Offering(1)(2)
   --------------  ------------ ---------- -------------- --------------

    Middenbank     3,811,864(4) 1,375,000(5)  2,436,864(6)     6.3%
    Curacao, N.V.
________________________

     (1)  The number of shares in the chart reflected as
     being beneficially owned by the selling securityholder both
     prior to and after the offering contemplated by this
     prospectus, and the selling securityholder's percentage
     ownership after the offering, are based upon information
     determined by the selling securityholder in accordance with
     Rule 13d-3 of the Exchange Act and provided by the selling
     securityholder to Cadiz and a Schedule 13G filed by the
     selling securityholder and certain of its affiliates on May
     1, 2002.

                               Page 7

     (2)  The number of shares set forth in this column assumes
     the sale of all shares of common stock offered under this
     prospectus.

     (3)  The percentage ownership in the table was provided to
     Cadiz after being calculated by the selling securityholder
     in accordance with Rule 13d-3, based upon 36,388,394 shares
     of common stock stated by Cadiz as being outstanding as of
     August 31, 2002.

     (4)  The 3,811,864 securities beneficially owned by
     Middenbank Curacao, N.V. prior to this offering include the
     375,000 securities offered for sale by the selling
     securityholder pursuant to this prospectus and as described
     in detail in Note 5, plus 2,436,864 additional securities as
     described in detail in Note 6.

     (5)  The 1,375,000 securities offered for sale by Middenbank
     Curacao, N.V., under this prospectus include warrants to
     purchase 1,350,000 shares of common stock and the common stock
     underlying these warrants, and 25,000 additional shares of
     common stock.  1,000,000 of the 1,375,000 warrants offered for
     sale under this prospectus will not become exercisable unless
     Cadiz does not repay all of its outstanding term loans and
     revolving loans to ING by January 30, 2003.

     (6)  These 2,436,864 securities consist of:

       (a)  825,000 warrants to purchase shares of common stock
            and the common stock underlying these warrants, plus
            111,864 additional shares of common stock.  These
            936,864 securities have previously been registered on
            a registration statement on Form S-3 filed with the
            Securities and Exchange Commission on January 16,
            2001, as amended.  The January 2001 registration
            statement also registers 350,000 additional shares of
            common stock, which are issuable to the selling
            securityholder in lieu of cash payment of interest on
            outstanding indebtedness of Cadiz to an indirect
            affiliate of the selling securityholder; and

       (b)  1,500,000 securities consisting of warrants to
            purchase 250,000 shares of common stock and the common
            stock underlying these warrants, and 1,250,000
            additional shares of common stock.  These 1,500,000
            securities have previously been registered on a
            registration statement on Form S-3 filed with the
            Securities and Exchange Commission on May 3, 2002.

                      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 securityholder named in this prospectus, by its donees or
transferees, or by its 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
securityholder, and any discounts or commissions payable with
respect to sales of the shares and warrants.

     The selling securityholder 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 securityholder from time to time may also offer and sell
the shares or warrants in private transactions at negotiated
prices.  The selling securityholder may sell its 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 securityholder 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 securityholder may pledge or
grant a security interest in some or all of the shares or
warrants which it owns.  If the selling securityholder defaults
in the performance of its secured obligations, the pledgees or
secured parties may offer and sell the

                               Page 8

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 securityholder
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
the 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 the 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 notification of any change in the plan of distribution.

     The selling securityholder 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 securityholder
against liabilities it 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
securityholder 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
securityholder for use in this prospectus or the registration
statement.

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


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 under this prospectus will be passed upon for
Cadiz by Miller & Holguin, attorneys at law, Los Angeles,
California.

                             Page 9

                             EXPERTS

     The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Cadiz for the year
ended December 31, 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 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, 2001, filed on March 28, 2002, file number
       000-12114;

     * our Quarterly Report on Form 10-Q for the quarter ended
       March 31, 2002, filed on May 15, 2002, file number 000-
       12114;

     * our Quarterly Report on Form 10-Q for the quarter ended
       June 30, 2002, filed on August 14, 2002, file number 000-
       12114;

     * our Proxy Statement dated April 2, 2002, filed on
       Schedule 14A on April 2, 2002;

     * our Current Report on Form 8-K dated January 16, 2002,
       filed on January 18, 2002, file number 000-12114;

     * our Current Report on Form 8-K dated January 31, 2002,
       filed on March 13, 2002, file number 000-12114;

     * our Current Report on Form 8-K dated July 10, 2002, filed
       on July 10, 2002, file number 000-12114;

     * our Current Report of Form 8-K dated August 29, 2002, filed
       on September 4, 2002, file number 000-12114;

     * the description of our common stock as set forth in our
       registration statement filed on Form 8-A under the Exchange
       Act on May 8, file number 000-12114, as amended by reports on:

     * Form 8-K filed with the SEC on May 26, 1988, file
       number 403832;
                               Page 10

     * Form 8-K filed with the SEC on June 2, 1992, file
       number 92161827;

     * Form 8-K filed with the SEC on May 18, 1999, file
       number 000-12114; 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 stockholders
       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: Investor Relations
                         (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.

     Cadiz 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 securityholder and any discounts or
commissions payable with respect to sales of the shares and
warrants, will be paid by Cadiz.  See "Plan of Distribution."

          SEC registration fee             $      450
          Printing expenses                         -
          Accounting fees and expenses     $    4,000
          Legal fees and expenses          $   10,000
          Miscellaneous                             -
                                           ----------
          Total                            $   14,450
                                           ==========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits
Cadiz' Board of Directors to indemnify any person against
expenses, 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 he is made a party because he serves or
served as a director, officer, employee or agent of Cadiz or of
another entity.  The language of Section 145 is

                               Page 11

sufficiently broad to permit indemnification in some situations
for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended. 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.

     Cadiz' Bylaws provide for mandatory indemnification of
directors and officers of Cadiz, and those serving at the request
of Cadiz as directors, officers, employees, or agents of other
entities, to the maximum extent permitted by law.  The Bylaws
provide that this indemnification shall be a contract right
between each of these persons and Cadiz.

     The subscription agreements between Cadiz and the purchasers
of the securities registered for resale under this registration
statement provide that Cadiz shall indemnify the purchasers for
liabilities under the Securities Act of 1933 arising out of
untrue statements and omissions of material fact made by Cadiz in
this registration statement.  The subscription agreements also
provide that the purchasers similarly shall indemnify Cadiz and
controlling persons of Cadiz for liabilities under the Securities
Act of 1933 arising out of untrue statements and omissions of
material fact made by the purchasers in this registration
statement.

     Cadiz' 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:

     (1)  for any breach of the director's duty of loyalty to Cadiz or
          its stockholders;

     (2)  for acts or omissions not in good faith or which involve
          intentional misconduct or a knowing violation of law;

     (3)  under Section 174 of the Delaware General Corporation Law;
          or

     (4)  for any transaction from which the director derived an
          improper personal benefit.

     Cadiz' Certificate of Incorporation provides that if the
Delaware General Corporation Law is subsequently amended to
authorize the further elimination or limitation of the liability
of a director, then the liability of a director shall be
eliminated or limited to the fullest extent permitted by the law
as amended.  Cadiz also has purchased a liability insurance
policy which insures its directors and officers against certain
liabilities, including liabilities under the Securities Act of
1933.

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

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

    4.1   Specimen Form of Stock Certificate for Cadiz common
          stock(1)

    4.2  Cadiz Certificate of Designations of Series A
         Junior Participating Preferred Stock dated May 11,
         1999(2)

    4.3  Cadiz Certificate of Designations of Series D
         Preferred Stock dated December 28, 2000(3)

    4.4  Cadiz Certificate of Correction Filed to Correct
         the Certificate of Designations of Series D Preferred
         Stock dated December 28, 2000(3)

                               Page 12

    4.5  Cadiz Certificate of Designations of Series E-1
         Preferred Stock dated October 22, 2001(4)

    4.6  Cadiz Certificate of Designations of Series E-2
         Preferred Stock dated November 28, 2001(5)

    4.7  Indenture dated as of April 16, 1997 among Sun
         World as issuer, Sun World and certain subsidiaries of
         Sun World as guarantors, and The Bank of New York,
         successor in interest to 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)(6)

    4.8  Amendment to Indenture dated as of October 9, 1997(7)

    4.9  Amendment to Indenture dated as of January 23, 1998(8)

    4.10 Form of Tenth Warrant Certificate to Purchase
         Common Stock of Cadiz issued to Middenbank Curacao, N.V.

    4.11 Form of Eleventh Warrant Certificate to Purchase Common
         Stock of Cadiz issued to Middenbank Curacao, N.V.

    4.12 Form of Fee Warrant Certificate to Purchase Common
         Stock of Cadiz issued to Middenbank Curacao, N.V.

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

   23.1  Consent of PricewaterhouseCoopers LLP

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

   24.1  Power of Attorney (included on signature page)
___________________________________

      (1)  Previously filed as an Exhibit to Cadiz' Quarterly
           Report on Form 10-Q for the quarter ended September 30,
           1998 filed November 13, 1998.

      (2)  Previously filed as an Exhibit to Cadiz' Current Report
           on Form 8-K dated May 10, 1999 filed on May 18, 1999.

      (3)  Previously filed as an Exhibit to Cadiz' Current Report
           on Form 8-K dated December 29, 2000 filed on January 3, 2001.

      (4)  Previously filed as an Exhibit to Cadiz' Quarterly
           Report on Form 10-Q for the quarter ended September 30,
           2001 filed on November 14, 2001.

      (5)  Previously filed as an Exhibit to Cadiz' Registration
           Statement on Form S-3 (Registration Statement No. 333-75006)
           filed on December 13, 2001.

      (6)  Previously filed as an Exhibit to Amendment No. 1 to
           Cadiz' Registration Statement on Form S-1 (Registration
           Statement No. 333-19109) filed on April 29, 1997.

      (7)  Previously filed as an Exhibit to Amendment No. 2 to
           Sun World's Registration Statement on Form S-4
           (Registration Statement No. 333-31103) filed on October 10, 1997.

                               Page 13

      (8)  Previously filed as an Exhibit to Cadiz' Annual Report
           on Form 10-K for the fiscal year ended December 31, 1997
           filed on March 26, 1998.

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.

                              Page 14

(c)  The undersigned registrant hereby undertakes to deliver or
     cause to be delivered with the prospectus, to each person to
     whom the prospectus is sent or given, the latest annual
     report to securityholders that is incorporated by reference
     in the prospectus and furnished pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the
     Securities Exchange Act of 1934; and, where interim financial
     information required to be presented by Article 3 of
     Regulation S-X are not set forth in the prospectus, to deliver,
     or cause to be delivered to each person to whom the prospectus
     is sent or given, the latest quarterly report that is specifically
     incorporated by reference in the prospectus to provide such
     interim financial information.

(d)  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.

                               Page 15

                           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 September 13,
2002.

                              CADIZ INC.
                              Registrant

                              By:  /s/ Keith Brackpool
                                   ------------------------------
                                   Keith Brackpool, Chairman and
                                   Chief Executive Officer

     KNOW ALL YE BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jennifer Hankes
Painter and Stanley E. Speer, and each of them, his true and
lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any
subsequent registration statements filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933, which
relates to this Registration Statement, and to file same, with
all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.

     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         Chairman and
------------------------   Chief Executive Officer
Keith Brackpool          (Principal Executive Officer)    September 13, 2002



/s/ Stanley E. Speer       Chief Financial Officer        September 13, 2002
------------------------   (Principal Financial and
Stanley E. Speer            Accounting Officer)



 /s/ Dwight W. Makins       Director                      September 13, 2002
-------------------------
Dwight W. Makins


/s/ Murray H. Hutchison     Director                      September 13, 2002
-------------------------
Murray H. Hutchison


/s/ Timothy J. Shaheen      Director                      September 13, 2002
-------------------------
Timothy J. Shaheen


                            Director                      September 13, 2002
-------------------------
Anthony L. Coelho


                               Page 16

                         EXHIBITS INDEX


EXHIBIT NO.:                       TITLE OF DOCUMENT
------------  ---------------------------------------------------



   4.1  Specimen Form of Stock Certificate for Cadiz common
        stock(1)

   4.2  Cadiz Certificate of Designations of Series A
        Junior Participating Preferred Stock dated May 11, 1999(2)

   4.3  Cadiz Certificate of Designations of Series D
        Preferred Stock dated December 28, 2000(3)

   4.4  Cadiz Certificate of Correction Filed to Correct
        the Certificate of Designations of Series D Preferred
        Stock dated December 28, 2000(3)

   4.5  Cadiz Certificate of Designations of Series E-1
        Preferred Stock dated October 22, 2001(4)

   4.6  Cadiz Certificate of Designations of Series E-2
        Preferred Stock dated November 28, 2001(5)

   4.7  Indenture dated as of April 16, 1997 among Sun
        World as issuer, Sun World and certain subsidiaries of
        Sun World as guarantors, and The Bank of New York,
        successor in interest to 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)(6)

   4.8  Amendment to Indenture dated as of October 9, 1997(7)

   4.9  Amendment to Indenture dated as of January 23, 1998(8)

   4.10 Form of Tenth Warrant Certificate to Purchase
        Common Stock of Cadiz issued to Middenbank Curacao, N.V.

   4.11 Form of Eleventh Warrant Certificate to Purchase Common
        Stock of Cadiz issued to Middenbank Curacao, N.V.

   4.12 Form of Fee Warrant Certificate to Purchase Common
        Stock of Cadiz issued to Middenbank Curacao, N.V.

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

   23.1 Consent of PricewaterhouseCoopers LLP

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

   24.1 Power of Attorney (included on signature page)
----------------------------------------

   (1) Previously filed as an Exhibit to Cadiz' Quarterly Report
       on Form 10-Q for the quarter ended September 30, 1998
       filed November 13, 1998.

   (2) Previously filed as an Exhibit to Cadiz' Current Report
       on Form 8-K dated May 10, 1999 filed on May 18, 1999.

   (3) Previously filed as an Exhibit to Cadiz' Current Report
       on Form 8-K dated December 29, 2000 filed on January 3,
       2001.

   (4) Previously filed as an Exhibit to Cadiz' Quarterly Report
       on Form 10-Q for the quarter ended September 30, 2001
       filed on November 14, 2001.

   (5) Previously filed as an Exhibit to Cadiz' Registration
       Statement on Form S-3 (Registration Statement No. 333-75006)
       filed on December 13, 2001.

   (6) Previously filed as an Exhibit to Amendment No. 1 to
       Cadiz' Registration Statement on Form S-1 (Registration
       Statement No. 333-19109) filed on April 29, 1997.

   (7) Previously filed as an Exhibit to Amendment No. 2 to Sun
       World's Registration Statement on Form S-4 (Registration
       Statement No. 333-31103) filed on October 10, 1997.

   (8) Previously filed as an Exhibit to Cadiz' Annual Report on
       Form 10-K for the fiscal year ended December 31, 1997
       filed on March 26, 1998.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>3
<FILENAME>exhibit4-10.txt
<TEXT>
                                                EXHIBIT 4.10
                                                ------------

              FORM OF TENTH WARRANT CERTIFICATE

    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 250,000 Shares of Common Stock.


                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
                   (Tenth 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"), 250,000 shares of
Common Stock, $0.01 par value, of the Company ("Common Stock") at
a price per share equal to the average daily closing price of the
Common Stock (determined in accordance with the second sentence
of Section (f)(8) below) over all trading days in July 2002 at
any time during the period from August 1, 2002 (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) 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 all
accrued and unpaid interest and all then unpaid principal on the
Company's Term Loan Obligations and Revolving Loan Obligations,
as both terms are defined in the Fifth Global Amendment Agreement
dated as of the date hereof 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") and the
Fourth Amendment to Credit Agreement dated as of the date hereof
between the Company and ING, shall not have been repaid in full
on or before July 31, 2002.

     (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,
issuance 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, no later than ten days after notice of exercise is given
to the Company by 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, register for resale by such holder in
     such registration statement this Warrant and the Warrant
     Shares held by such holder and include in any such
     registration statement such information as may be required
     to permit a public offering of the Warrants.
     Notwithstanding the foregoing, the Company shall not be
     obligated to include this Warrant or the Warrant Shares in
     any such registration statement unless the Warrant and the
     Warrant Shares are eligible to be resold utilizing such
     registration statement pursuant to the Act.  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 matters of federal
          securities law (said counsel to be acceptable to the
          Holder hereof in the reasonable judgment of such
          Holder), or counsel for the Holder hereof,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Company in the Company's reasonable judgment), the
          Holder hereof may lawfully sell publicly, at the time
          (or during any ninety (90) day period thereafter) and
          in the manner the Holder hereof proposes to sell the
          Warrants or the Warrant Shares, all of the securities
          proposed to be sold pursuant to Rule 144 under the Act.

                    (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)  If, by June 30, 2002, BLM has issued the Record(s)
of Decision, Metropolitan has certified the Final EIR and San
Bernardino County has posted the Notice of Determination (the
Record(s) of Decision and the Notice of Determination being
hereafter referred to collectively as the "Approvals"), and the
Company has not paid to ING,  on or prior to October 31, 2002,
all accrued and unpaid interest and all then unpaid principal on
the Company's Term Loan Obligations and Revolving Loan
Obligations, then the Exercise Price that would otherwise have
been in effect on November 1, 2002 but for the application of
this subsection (l) shall be reduced by Twenty-Five Cents
($0.25).  Such reduction in the Exercise Price shall be effective
as of November 1, 2002.

         (2)  If the Company has not received the Approvals by
June 30, 2002,  and the Company has not paid to ING, on or prior
to October 31, 2002, all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the exercise price of this
Warrant that would otherwise have been in effect on November 1,
2002 but for the application of this subsection (2) shall be
reduced by Seventy-Five Cents ($0.75).  Such reduction in the
Exercise Price shall be effective as of November 1, 2002.

         (3)  In the event that, prior to any reduction in the
Exercise Price as provided in subsections (1)or  (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., $0.25 or $0.75) 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 5 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 $0.25 to $0.05 or from $0.75 to $0.15, as applicable.

         (4)  Notwithstanding any provision of this Warrant to
the contrary, if the Company has not, on or prior to January 30,
2003, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price shall be
reduced to One Cent ($0.01).  Such reduction in the Exercise
Price shall be effective as of January 31, 2003.

         (5)  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).

         (6)  For purposes of this Section (l), the following
terms shall have the meanings as set forth below:

              (A)  "BLM" means the Bureau of Land Management of
the United States Department of the Interior.

              (B)  "Final EIR" means the Final Environmental
Impact Report/Environmental Impact Statement, Cadiz Groundwater
Storage and Dry-Year Supply Program, San Bernardino County,
California (SCH No. 99021039).

              (C)  "Metropolitan" means The Metropolitan Water
District of Southern California.

              (D)  "Notice of Determination" means the notice of
determination posted by San Bernardino County, California after
the Board of Directors of Metropolitan certifies the Final EIR.

              (E)  "Record(s) of Decision" means the public
document(s) to be issued by BLM to grant a right-of-way for the
pipeline contemplated by the Cadiz Groundwater Storage and Dry-
Year Supply Program and to amend the California Desert
Conservation Area Plan to allow an exception to the California
Desert Conservation Area Plan's utility corridor element.

                              CADIZ INC.


                              By:________________________________

                              Its:_______________________________


Dated:  January 31, 2002


                          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>4
<FILENAME>exhibit4-11.txt
<TEXT>
                                                     EXHIBIT 4.11
                                                      -----------

              FORM OF ELEVENTH WARRANT CERTIFICATE

    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 1,000,000 Shares of Common Stock.


                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
                 (Eleventh 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"), 1,000,000 shares
of Common Stock, $0.01 par value, of the Company ("Common Stock")
at a price of One Cent ($0.01 per share) at any time during the
period from January 31, 2003 (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) 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 all
accrued and unpaid interest and all then unpaid principal on the
Company's Term Loan Obligations and Revolving Loan Obligations,
as both terms are defined in the Fifth Global Amendment Agreement
dated as of the date hereof 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") and the
Fourth Amendment to Credit Agreement dated as of the date hereof
between the Company and ING, shall not have been repaid in full
on or before January 30, 2003.

     (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,
issuance 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, no later than ten days after notice of exercise is given
to the Company by the Holder with respect to all or any part of
this Warrant,  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, register for resale by such holder in
     such registration statement this Warrant and the Warrant
     Shares held by such holder and include in any such
     registration statement such information as may be required
     to permit a public offering of the Warrants and the Warrant
     Shares.  Notwithstanding the foregoing, the Company shall
     not be obligated to include this Warrant or the Warrant
     Shares in any such registration statement unless: (i) this
     Warrant and the Warrant Shares are eligible to be resold
     utilizing such registration statement pursuant to the Act;
     and (ii) such registration statement is filed on or after
     August 1, 2002.  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 matters of federal
          securities laws (said counsel to be acceptable to the
          Holder hereof in the reasonable judgment of such
          Holder), or counsel for the Holder hereof,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Company in the Company's reasonable judgment), the
          Holder hereof may lawfully sell publicly, at the time
          (or during any ninety (90) day period thereafter) and
          in the manner the Holder hereof proposes to sell the
          Warrants or the Warrant Shares, all of the securities
          proposed to be sold pursuant to Rule 144 under the Act.

                    (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.

                              CADIZ INC.


                              By:_________________________________
                              Its:________________________________


Dated:  January 31, 2002

                          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>5
<FILENAME>exhibit4-12.txt
<TEXT>
                                                  EXHIBIT 4.12
                                                  ------------

                 FORM OF FEE WARRANT CERTIFICATE

    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.


                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
                    (Fee 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 per share equal to the average daily closing price of the
Common Stock (determined in accordance with the second sentence
of Section (f)(8) below) over all trading days in July 2002 at
any time during the period from August 1, 2002 (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) 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
Company does not repay, on or prior to July 31, 2002, at least
$10,000,000 of the outstanding aggregate principal amount of the
Company's Term Loan Obligations and/or Tranche A Loans (as both
terms are defined in the Fifth Amended and Restated Credit
Agreement dated as of the date hereof, for Credit Agreement
originally executed as of November 25, 1997, among the Company,
the Lenders Party thereto and ING Baring (U.S.) Capital LLC
("ING") as Administrative Agent; as so amended, the "Credit
Agreement") (and, to the extent that Tranche A Loans are prepaid,
with the termination and reduction of Tranche A Commitments in
such amount in accordance with the applicable terms and
provisions of the Credit Agreement).  Capitalized terms used
herein but not defined shall have the meanings assigned to such
terms in the Credit Agreement.

     (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,
issuance 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, no later than ten days after notice of exercise is given
to the Company by 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, register for resale by such holder in
     such registration statement this Warrant and the Warrant
     Shares held by such holder and include in any such
     registration statement such information as may be required
     to permit a public offering of the Warrants.
     Notwithstanding the foregoing, the Company shall not be
     obligated to include this Warrant or the Warrant Shares in
     any such registration statement unless the Warrant and the
     Warrant Shares are eligible to be resold utilizing such
     registration statement pursuant to the Act.  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 matters of federal
          securities law (said counsel to be acceptable to the
          Holder hereof in the reasonable judgment of such
          Holder), or counsel for the Holder hereof,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Company in the Company's reasonable judgment), the
          Holder hereof may lawfully sell publicly, at the time
          (or during any ninety (90) day period thereafter) and
          in the manner the Holder hereof proposes to sell the
          Warrants or the Warrant Shares, all of the securities
          proposed to be sold pursuant to Rule 144 under the Act.

                    (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)  If, by June 30, 2002, BLM has issued the Record(s)
of Decision, Metropolitan has certified the Final EIR and San
Bernardino County has posted the Notice of Determination (the
Record(s) of Decision and the Notice of Determination being
hereafter referred to collectively as the "Approvals"), and the
Company has not paid to ING, on or prior to October 31, 2002, at
least $10,000,000 of the outstanding aggregate principal amount
of the Company's Term Loan Obligations and/or Tranche A Loans
(and, to the extent that Tranche A Loans are prepaid, with the
termination and reduction of Tranche A Commitments in such amount
in accordance with the applicable terms and provisions of the
Credit Agreement), then the Exercise Price that would otherwise
have been in effect on November 1, 2002 but for the application
of this subsection (l) shall be reduced by Twenty-Five Cents
($0.25).  Such reduction in the Exercise Price shall be effective
as of November 1, 2002.

         (2)  If the Company has not received the Approvals by
June 30, 2002,  and the Company has not paid to ING, on or prior
to October 31, 2002, at least $10,000,000 of the outstanding
aggregate principal amount of the Company's Term Loan Obligations
and/or Tranche A Loans (and, to the extent that Tranche A Loans
are prepaid, with the termination and reduction of Tranche A
Commitments in such amount in accordance with the applicable
terms and provisions of the Credit Agreement), then the exercise
price of this Warrant that would otherwise have been in effect on
November 1, 2002 but for the application of this subsection (2)
shall be reduced by Seventy-Five Cents ($0.75).  Such reduction
in the Exercise Price shall be effective as of November 1, 2002.

         (3)  In the event that, prior to any reduction in the
Exercise Price as provided in subsections (1)or  (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., $0.25 or $0.75) 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 5 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 $0.25 to $0.05 or from $0.75 to $0.15, as applicable.

         (4)  Notwithstanding any provision of this Warrant to
the contrary, if the Company has not paid to ING, on or prior to
January 30, 2003, at least $10,000,000 of the outstanding
aggregate principal amount of the Company's Term Loan Obligations
and/or Tranche A Loans (and, to the extent that Tranche A Loans
are prepaid, with the termination and reduction of Tranche A
Commitments in such amount in accordance with the applicable
terms and provisions of the Credit Agreement), then the Exercise
Price shall be reduced to One Cent ($0.01).  Such reduction in
the Exercise Price shall be effective as of January 31, 2003.

         (5)  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).

         (6)  For purposes of this Section (l), the following
terms shall have the meanings as set forth below:

              (A)  "BLM" means the Bureau of Land Management of
the United States Department of the Interior.

              (B)  "Final EIR" means the Final Environmental
Impact Report/Environmental Impact Statement, Cadiz Groundwater
Storage and Dry-Year Supply Program, San Bernardino County,
California (SCH No. 99021039).

              (C)  "Metropolitan" means The Metropolitan Water
District of Southern California.

              (D)  "Notice of Determination" means the notice of
determination posted by San Bernardino County, California after
the Board of Directors of Metropolitan certifies the Final EIR.

              (E)  "Record(s) of Decision" means the public
document(s) to be issued by BLM to grant a right-of-way for the
pipeline contemplated by the Cadiz Groundwater Storage and Dry-
Year Supply Program and to amend the California Desert
Conservation Area Plan to allow an exception to the California
Desert Conservation Area Plan's utility corridor element.



                              CADIZ INC.



                               By:___________________________________
                               Its:__________________________________


Dated:  March ____, 2002



                          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>6
<FILENAME>exhibit5-1.txt
<TEXT>
                                                 EXHIBIT 5.1
                                                 -----------

                     September 13, 2002

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) the 1,375,000 shares of common
stock being registered, when issued as contemplated under
the terms of the agreements or warrants governing their
issuance, will be duly authorized, legally issued, fully
paid and non-assessable; and (ii) the warrants to purchase
1,350,000 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>7
<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 21, 2002, except as to Note 9, which is as of March
8, 2002, relating to the financial statements and financial
statement schedules of Cadiz Inc. and our report dated
February 21, 2002, relating to the financial statements of
Sun World International, Inc., which appear in Cadiz Inc.'s
Annual Report on Form 10-K for the year ended December 31,
2001.  We also 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 LLP
------------------------------
    PricewaterhouseCoopers LLP


Los Angeles, California
September 12, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
