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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549

                            FORM 10-K

                FOR ANNUAL AND TRANSITION REPORTS
             PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
     (Mark One)

 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the fiscal year ended December 31, 2003

                               OR

 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the transition period from .. to ...

                 Commission File Number 0-12114
                  -----------------------------
                           Cadiz Inc.
       (Exact name of registrant specified in its charter)

           DELAWARE                          77-0313235
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)

777 S. FIGUEROA STREET, SUITE 4250
       LOS ANGELES, CA                         90017
(Address of principal executive offices)     (Zip Code)

                         (213) 271-1600
      (Registrant's telephone number, including area code)
                ---------------------------------

   Securities Registered Pursuant to Section 12(b) of the Act:
     Title of Each Class     Name of Each Exchange on Which Registered
           None                               None

   Securities Registered Pursuant to Section 12(g) of the Act:
             COMMON STOCK, PAR VALUE $0.01 PER SHARE
                        (Title of Class)

Indicate by check mark whether the registrant:  (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          YES      NO X
                              ---    ---

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 220.405 of this
chapter) is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment of this Form 10-K. X

Indicate by check mark whether the Registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).

                           YES    NO X
                              ---   ---

As of September 30, 2004, the Registrant had 6,612,674 shares of
common stock outstanding. The aggregate market value of the
common stock held by nonaffiliates as of June 30, 2004 was
approximately $41,050,122 based on 4,773,270 shares of common
stock outstanding held by nonaffiliates and the closing price on
that date. Shares of common stock held by each executive officer
and director and by each entity that owns more than 5% of the
outstanding common stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other
purposes.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant is not incorporating by reference any other
documents within this Annual Report on Form 10-K except those
footnoted in Part IV under the heading "Item 15. Exhibits,
Financial Statement Schedules, and Reports on Form 8-K".



                        TABLE OF CONTENTS

PART I

Item 1.  Business. . . . . . . . . . . . . . . . . . . . . . . . 1

Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . 10

Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . .12

Item 4.  Submission of Matters to a Vote of Security Holders. . 13


PART II

Item 5.  Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities . 14

Item 6.  Selected Financial Data . . . . . . . . . . . . . . . .15

Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 16

Item 7A.  Quantitative and Qualitative Disclosures about Market
Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Item 8.  Financial Statements and Supplementary Data. . . . .. .35

Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . . . 35

Item 9A.  Controls and Procedures . . . . . . . . . . . . . . . 36


PART III

Item 10.  Directors and Executive Officers of the Registrants. .36

Item 11.  Executive Compensation . . . . . . . . . . . . . . . .40

Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters . . . . . . . . . . .45

Item 13.  Certain Relationships and Related Transactions . . . .50

Item 14.  Principal Accountant Fees and Services . . . . . . . .51


PART IV

Item 15.  Exhibits, Financial Statements and Reports of Form
8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53

                                Page i


                                PART I

ITEM 1.   BUSINESS

     Information presented in this Form 10-K that discusses
financial projections, proposed transactions such as those
concerning the further development of our land and water assets,
information or expectations about our business strategies,
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 under the caption "Certain Trends and Uncertainties",
as well as other cautionary language contained in this Form 10-K.
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 Form 10-K, you should keep in mind the
cautionary statements described above.

OVERVIEW

     Our primary asset consists of three blocks of largely
contiguous land in eastern San Bernardino County, California.
This land position totals approximately 45,000 acres.  Virtually
all of this land is underlain by high-quality groundwater
resources with demonstrated potential for various applications,
including water storage and supply programs and agricultural,
municipal, recreational, and industrial development.  Two of the
three blocks of land are located in proximity to the Colorado
River Aqueduct, the major source of imported water for southern
California.  The third block of land is located near the Colorado
River.

     The value of these assets derives from a combination of
population increases and limited water supplies throughout
southern California.  In addition, most of the major population
centers in southern California are not located where significant
precipitation occurs, requiring the importation of water from
other parts of the state.  We therefore believe that a
competitive advantage exists for those companies that possess or
can provide high quality, reliable, and affordable water to major
population centers.

     Notwithstanding certain actions taken in 2002 by the
Metropolitan Water District of Southern California
("Metropolitan"), as described below, we expect to be able to use
our land assets and related water resources to participate in a
broad variety of water storage and supply, transfer, exchange,
and conservation programs with public agencies and other parties.

     In 1997 we commenced discussions with Metropolitan in order
to develop principles and terms for a long-term agreement for a
joint venture groundwater storage and supply program on our land
in the Cadiz and Fenner valleys ("Cadiz Program"). Following
extensive negotiations with us, in April 2001 Metropolitan's
Board of Directors approved definitive economic terms,
conditions, and responsibilities ("Principles of Agreement"),
which were to serve as the basis for a final agreement to be
executed between us, subject to the then-ongoing environmental
review process.

     The Cadiz Program would have provided Metropolitan with a
valuable increase in water supply during periods of drought or
other emergencies, as well as greater reliability and flexibility
in operation of its Colorado River Aqueduct. During wet years,
surplus water from the

                                Page 1

Colorado River would be stored in the aquifer system underlying
Cadiz' land.  When needed, the stored water, together with
indigenous groundwater, would be returned to the Colorado River
Aqueduct for distribution to Metropolitan's member agencies throughout
six southern California counties.

     On August 29, 2002, the U.S. Department of Interior approved
the Final Environmental Impact Statement for the Cadiz Program
and issued its Record of Decision, the final step in the federal
environmental review process for the Cadiz Program.  The Record
of Decision amends the California Desert Conservation Area Plan
for an exception to the utility corridor element and offered to
Metropolitan a right-of-way grant necessary for the construction
and operation of the Cadiz Program.

     On October 8, 2002, Metropolitan's Board considered
acceptance of the Record of Decision and the terms and conditions
of the right-of-way grant.  The Board voted not to adopt
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the Department of
the Interior for the Cadiz Program by a vote of 47.11% in favor
and 47.36% against the recommendation.  Instead, the Board voted
for an alternative motion to reject the terms and conditions of
the right-of-way grant and to not proceed with the Cadiz Program
by a vote of 50.25% in favor and 44.22% against.

     Irrespective of Metropolitan's actions, Southern
California's need for water storage and supply programs has not
abated.  We believe there are several different scenarios to
maximize the value of this water resource, all of which are under
current evaluation.  See "Water Resource Development", below.

     Because we expected that these alternatives may have
different anticipated capital requirements and implementation
periods than those previously established for the Cadiz Program,
we promptly entered into an agreement with our senior secured
lender, ING Capital LLC ("ING") for a three year extension of
approximately $35 million of senior secured loans with a maturity
date of January 31, 2003.  We also entered into agreements with
the holders of our preferred stock for an extension until July
2006 of the mandatory redemption date of this preferred stock.
Our extension with ING was subject to certain conditions,
including annual renewals of the revolving credit facility of our
wholly-owned subsidiary, Sun World International, Inc. (which,
together with its subsidiaries, we refer to as "Sun World").

     Sun World was, however, unable to obtain such a renewal for
its 2003-2004 growing season.  Historically, we, as the parent
company of Sun World, had supplemented Sun World's annual working
capital requirements.  We were not able to do this for the 2003-
2004 growing season, thereby compelling Sun World to obtain a
larger facility than in prior years.  Sun World was able to
obtain this larger facility but only conditioned on obtaining the
consent of holders of Sun World's outstanding First Mortgage
Notes, which Sun World was ultimately unable to procure.  Because
of this, the only way Sun World could obtain the new financing
needed to provide working capital for its 2003-2004 growing
seasons was to seek court approval, pursuant to Chapter 11, to a
new Debtor in Possession ("DIP") facility.  Therefore, in January
2003 Sun World filed a voluntary petition for Chapter 11
bankruptcy protection in order to access its needed seasonal
financing.

     Sun World's financial situation and bankruptcy filing, in
turn, negated the agreement we had previously reached with ING
for the three year extension of our senior secured loans.  We
were unable to make payment of this debt upon the original
January 31, 2003 maturity date, and in February 2003 ING declared
these loans to be in default, although we remained in
negotiations with ING for an overall restructuring of this debt.

                                Page 2

     Given the negative effect of these various developments on
the trading price for our common stock, we were unable to
maintain the minimum price needed for continued listing on the
Nasdaq National Market.  Effective March 27, 2003, our common
stock was delisted from trading on the Nasdaq National Market.

In light of these events, we have implemented the following
restructuring steps:

   *  In June 2003 we completed an equity offering of $2.0
      million in newly issued common stock (including $320 thousand
      in shares issued for services);

   *  In October 2003 we completed an exchange of all of our
      then outstanding preferred stock for newly issued common
      stock;

   *  In November 2003 Sun World submitted its plan of
      reorganization to the Bankruptcy Court;

   *  In December 2003 we completed a comprehensive
      restructuring which resulted in:

     *  A new three year extension of our $35 million debt
        facility with ING;

     *  An additional equity infusion of $8.6 million through the
        issuance of common stock;

     *  A one for twenty-five reverse split of our outstanding
        common stock;

     *  The transfer of our properties to Cadiz Real Estate LLC,
        a Delaware limited liability company wholly owned by us and
        created at the behest of ING; and

     *  The completion of a binding agreement with the holders of
        a majority of Sun World's First Mortgage Notes, otherwise
        referred to as the "Bondholders", which provides for the
        transfer of an unsecured claim due to us from Sun World of
        $13.5 million to a trust controlled by the Bondholders, as
        well as the pledge of our equity in Sun World to this trust
        as security for our obligation to support a plan of
        reorganization for Sun World that provides no recovery to us
        on account of our equity interests in Sun World.  In return,
        the Bondholders agreed to release us from any obligations
        pursuant to our guarantee of Sun World's First Mortgage
        Notes.

     With the implementation of these restructuring steps, we
have been able to retain ownership of all of our assets relating
to our water programs and obtain working capital needed to
continue our efforts to develop our water programs, albeit with
our commitment to support a Sun World plan of reorganization that
provides for the divestiture of our equity interests in Sun
World.  Because many of our pre-existing common stockholders have
participated in the equity issuances which were part of the
restructuring, our base of common stockholders remains largely
the same as before the restructuring.

     We remain committed to our water programs and we continue to
explore all opportunities. We cannot predict with certainty which
of these various opportunities will ultimately be utilized.

                                Page 3

(A)  GENERAL DEVELOPMENT OF BUSINESS

     We are a Delaware corporation formed in 1992 to act as the
surviving corporation in a Delaware reincorporation merger
between us and our predecessor, Pacific Agricultural Holdings,
Inc., a California corporation formed in 1983.

     As part of our historical business strategy, we have
conducted our land acquisition, water development activities,
agricultural operations and search for international water and
agricultural opportunities for the purpose of enhancing the long-
term appreciation of our properties and future prospects.  See
"Narrative Description of Business" below.

     The focus of our water development activities has been the
Cadiz Program.  The actions of Metropolitan in late 2002 have, at
a minimum, delayed the Cadiz Program, which in turn has caused us
to undergo a corporate restructuring.  In 2003, our business
development activities consisted largely of implementing this
restructuring, which has included the Chapter 11 filing of and
the substantive disposition of our equity interests in our Sun
World subsidiary and a completion of an amendment and extension
of our credit facilities with our senior secured lender.  Our
primary goal in this process has been to maintain ownership of
our San Bernardino properties and to create a capital structure
which would allow us to continue our development of the Cadiz
Program.  With the completion of an overall capital restructuring
in December 2003, we believe that we have succeeding in achieving
this goal.  This overall capital restructuring provided for a
three year extension of our $35 million debt facility with ING
and an additional equity infusion of $8.6 million through the
issuance of common stock, and is described in more detail in Item
7, "Management's Discussion and Analysis of Financial Condition
and Results of Operation."

     We acquired all of the outstanding capital stock of Sun
World in 1996.  Since that time, until late 2002, we provided to
Sun World various management and administrative services and
facilities, and supplemented Sun World's annual working capital
requirements.  In late 2002, it became apparent that we would not
be able to continue to provide such ongoing financial support to
Sun World.  In order to obtain the new financing needed to
provide working capital for its 2003-2004 growing seasons, on
January 30, 2003 (the "Petition Date") Sun World and three of its
wholly owned subsidiaries filed voluntary petitions under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court,
Central District of California, Riverside Division (Case Nos: RS
03-11370 DN, RS 03-11369 DN, RS 03-11371 DN, RS 03-11374 DN).
Shortly following the Petition Date, Sun World sought and
obtained authority to enter into a Debtor in Possession ("DIP")
facility which provided Sun World with sufficient loan
availability to continue its operations.  As of the petition
date, due to the Company's loss of control over the operations of
Sun World, the financial statements of Sun World will no longer
be consolidated with those of Cadiz, but instead Cadiz will
account for its investment in Sun World on the cost basis of
accounting.

     In November 2003 Sun World filed a plan of reorganization
(Debtors' Joint Plan of Reorganization dated November 24, 2003)
with the Bankruptcy Court (the "Plan") and accompanying
disclosure statement.  Under the Plan as proposed, the
reorganized Sun World will continue to operate as a going concern
following effectiveness of the Plan; however, all of our
ownership interests in the reorganized Sun World will be
canceled.  The reorganized Sun World's equity interests will be
held instead by Sun World's creditors.  Also, under the proposed
Plan, all service agreements between Sun World and us will be
terminated, and approximately $13.5 million in debt owed to us by
Sun World (including approximately $12.3 million in loans) will be
canceled.

                                Page 4

     We supported the filing of the Plan in the belief that the
manner in which the Plan provides for the resolution of claims
asserted by and against us in the Sun World bankruptcy
proceedings would be in our best interests. In furtherance of
this belief, and in order to ensure that our interests in Sun
World are treated in a manner consistent with that under the
proposed Plan irrespective of whether or not the Plan is approved
in its proposed form, in December 2003 we entered into a global
settlement agreement with Sun World and with the holders of a
majority of Sun World's First Mortgage Notes, otherwise referred
to as the Bondholders. This global settlement agreement provides
for:

  *  The grant by Sun World to us of a general unsecured claim
     against Sun World of $13.5 million in full and final
     settlement of all claims and causes of action between us, and
     the termination and/or rejection of all contracts and
     agreements between us and Sun World, with the exception of an
     agricultural lease by us to Sun World of our Cadiz, California
     farm properties (the "Sun World Settlement");

  *  The transfer of this unsecured claim to a trust controlled
     by the Bondholders;

  *  Our agreement not to seek a recovery in the Sun World
     bankruptcy proceedings on account of our equity interest in
     Sun World, and a pledge of all of our equity interests in Sun
     World to the Bondholder trust as security for our obligations
     under the global settlement; and

  *  The waiver by the Bondholders (and by any other holders of
     First Mortgage Notes who elect to opt into the settlement) to
     seek recovery against us on account of our guarantee of Sun
     World's obligations under the First Mortgage Notes.

     The Sun World Settlement was subject to the approval of the
Bankruptcy Court, which was obtained by Sun World.  Bankruptcy
Court approval was not required for the other aspects of the
global settlement.  The Bankruptcy Court's approval order for the
Sun World Settlement is currently the subject of an appeal by a
creditor of Sun World.  Sun World is defending against this
appeal.  We have an agreement with the Bondholders providing that
the other aspects of the global settlement, as described above,
shall remain fully effective even if the pending appeal of the
Sun World Settlement is successful.

     A hearing to consider the adequacy of the disclosure
statement accompanying the Plan, most recently scheduled for June
11, 2004, has been subject to several postponements and no
hearing date is currently scheduled.  In Sun World's filings with
the Bankruptcy Court, Sun World has reported that it believes
that the Plan likely cannot be confirmed absent the acceptance of
the holders of the First Mortgage Notes, in their capacity as
secured creditors.  Sun World has further reported to the
Bankruptcy Court that the holders of the First Mortgage Notes
have not reached a consensus with respect to certain
corporate governance issues relating to the reorganized company,
and that they have been unable to finalize a shareholder
agreement term sheet. In the meantime, Sun World has, with Bankruptcy
Court approval, expanded the scope of its engagement with Ernst &
Young Corporate Finance LLC to include services related to (i) a
sale of substantially all of its assets pursuant to a motion or a
plan of reorganization, and (ii) obtaining an equity investor and
financing under a plan of reorganization and is actively pursuing
the sales/investment process.  Sun World has chosen to delay the
preparation of an amended Plan and disclosure statement and the
scheduling of a disclosure statement hearing date pending the
outcome of these most recent developments.  Sun World's exclusivity
period (i.e. the period during which only Sun World may file a
plan of reorganization) currently expires on December 31, 2004.
We cannot predict at this time what changes, if any,

                                Page 5

will be made to the Plan as a result of the foregoing or whether or
not the Plan, as amended, will be approved.

(B)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

     During the year ended December 31, 2003 we continued to
develop the water resource segment of our business and, until Sun
World's January 30 bankruptcy filing, operated our agricultural
resources segment.  See Consolidated Financial Statements.  See
also Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

(C)  NARRATIVE DESCRIPTION OF BUSINESS

     With the completion of our financial restructuring in
December 2003, we are able to continue with our strategy of
development of our holdings for their highest and best uses.  At
present, our development activities are focused on water resource
development at our San Bernardino County properties.

     WATER RESOURCE DEVELOPMENT

     Our portfolio of water resources, located in close proximity
to the Colorado River or the major aqueduct systems of central
and southern California, such as the State Water Project and the
Colorado River Aqueduct, provides us with the opportunity to
participate in a variety of water storage and supply programs,
exchanges and transfers.

(A)  CADIZ GROUNDWATER STORAGE AND DRY-YEAR SUPPLY PROGRAM.

     The Company owns approximately 35,000 acres of land and
related high-quality groundwater resources in the Cadiz and
Fenner valleys of eastern San Bernardino County.  The aquifer
system underlying this property is naturally recharged by
precipitation (both rain and snow) within a watershed of
approximately 1,300 square miles.  See Item 2, "Properties - The
Cadiz/Fenner Property".

     In 1997 we commended discussions with Metropolitan in
order to develop principles and terms for a long-term agreement
for a joint venture groundwater storage and supply program on
this land.  The Cadiz Program would provide Metropolitan with a
valuable increase in water supply during periods of drought or
other emergencies, as well as greater reliability and flexibility
in operation of its Colorado River Aqueduct. During wet years,
surplus water from the Colorado River would be stored in the
aquifer system that underlies the Cadiz property.  When needed,
the stored water and indigenous groundwater would be returned to
the Colorado River Aqueduct for distribution to Metropolitan's
member agencies throughout six southern California counties.
Metropolitan provides supplemental water to approximately 17
million people.

     In addition, temporary withdrawals of indigenous groundwater
would also be available from the Cadiz Program during
emergencies, in full compliance with the GROUNDWATER MONITORING &
MANAGEMENT PLAN approved by the U.S. Department of the Interior
in its RECORD OF DECISION.  With this provision of the MANAGEMENT
PLAN the effective long-term storage capacity of the Cadiz
Program may exceed two million acre-feet.

     Following extensive negotiations with us, in April 2001
Metropolitan's Board of Directors approved definitive economic
terms and responsibilities, which were to serve as the basis for
a final agreement to be executed between us, subject to the then-
ongoing environmental review process. Pursuant to these
definitive terms, during storage operations, Metropolitan would
pay a

                                Page 6

$50 fee per acre-foot for put of Colorado River water into
storage, and a $40 fee per acre-foot for return of Colorado River
water from storage, or a total of $90 per acre-foot to cycle
water into and out of the basin. On the transfer of indigenous
water, Metropolitan would pay a base rate of $230 per acre-foot,
which will be adjusted according to a fair market value
adjustment procedure. Metropolitan would commit to minimum levels
of utilization of the Cadiz Program for both storage of Colorado
River Aqueduct water (900,000 acre-feet) and transfer of
indigenous groundwater (up to 1,500,000 acre-feet). In addition,
the definitive terms provided for the grant to Cadiz of the
option to sell a portion of the indigenous groundwater (30,000
acre-feet per year for 25 years or a total of 750,000 acre-feet)
to outside third parties within Metropolitan's service area at
fair market value.

   Cadiz Program facilities would include, among other things:

       *  Spreading basins, which are shallow ponds that
          percolate water from the ground surface to the water
          table;

       *  High yield extraction wells designed to extract stored
          Colorado River water and indigenous groundwater from
          beneath the Cadiz Program area;

       *  A 35-mile conveyance pipeline to connect the spreading
          basins and wellfield to the Colorado River Aqueduct at
          Metropolitan's Iron Mountain pumping plant; and

       *  A pumping plant to pump water through the conveyance
          pipeline from Metropolitan's Iron Mountain pumping plant
          to the spreading basins.

     The expected costs of these facilities is approximately $150
million, which was to be jointly shared.

     The definitive terms for the Cadiz Program also call for the
establishment of a comprehensive groundwater monitoring and
management plan to ensure long-term protection of the groundwater
basin.

     In October 2001, the environmental report was issued by
Metropolitan and the U.S. Bureau of Land Management, in
collaboration with the U.S. Geological Survey and the National
Park Service.  On August 29, 2002, the U.S. Department of
Interior approved the Final Environmental Impact Statement for
the Cadiz Program and issued its Record of Decision, the final
step in the federal environmental review process for the Cadiz
Program.  The Record of Decision amends the California Desert
Conservation Area Plan for an exception to the utility corridor
element and offered to Metropolitan a right-of-way grant
necessary for the construction and operation of the Cadiz
Program.

     On October 8, 2002, Metropolitan's Board considered
acceptance of the Record of Decision and the terms and conditions
of the right-of-way grant.  The Board voted not to adopt
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the Department of
the Interior for the Cadiz Program by a vote of 47.11% in favor
and 47.36% against the recommendation.  Instead, the Board voted
for an alternative motion to reject the terms and conditions of
the right-of-way grant and to not proceed with the Cadiz Program
by a vote of 50.25% in favor and 44.22% against.

     Subsequent to Metropolitan's actions, negotiations towards a
final agreement for the Cadiz Program on the basis of the
previously approved definitive terms have ceased.

                                Page 7

     With Metropolitan's actions, we have not been able to
complete the environmental review phase of the Cadiz Program.  It
is our position that Metropolitan's actions of October 2002
breached various contractual and fiduciary obligations of
Metropolitan to us, and interfered with the economic advantage we
would obtain from the Cadiz Program.  Therefore, in April 2003 we
filed a claim against Metropolitan seeking compensatory and
punitive damages.  See Item 3 - "Legal Proceedings".

     Irrespective of Metropolitan's actions, the need for new
water storage and supply programs has not diminished in the
southwestern United States.  The Colorado River watershed is
currently in the grip of a prolonged drought that presents major
challenges to the economies of California, Nevada, and Arizona.
As population continues to grow at record rates, these states are
faced with the very real possibility that current and future
supplies will not be able to meet demand.

     Implementation of the Cadiz Program would provide a valuable
increase in water supply during periods of drought or other
emergencies, as well as greater reliability and flexibility in
operation of the Colorado River Aqueduct.  During wet years,
excess water from the Colorado River would be stored in the
aquifer system that underlies approximately 35,000 acres of land
owned by Cadiz.  When needed, the stored water would be returned
to the Colorado River Aqueduct for distribution.

     In addition, temporary withdrawals of indigenous groundwater
would also be available during emergencies, in full compliance
with the GROUNDWATER MONITORING & MANAGEMENT PLAN approved by the
U.S. Department of the Interior in its RECORD OF DECISION.  With
this provision of the MANAGEMENT PLAN the effective long-term
storage capacity of the Cadiz Program may exceed two million acre-
feet.

     The Company believes there are a variety of scenarios under
which the value of the Cadiz Program may be realized.  Indeed,
exploratory discussions have been initiated with representatives
of governmental organizations, water agencies, and private water
users with regard to their expressed interest in implementation
of the Cadiz Program. Several such discussions have been held
with water agencies that are independently seeking reliability of
supply.  Other discussions have focused on the possibility of
exchanging water stored at the Cadiz Program with water
contractors in other regions in California. In addition, the
current drought within the Colorado River watershed has served as
an impetus to cooperative discussions between states, with the
goal that interstate exchanges and transfers may also become
feasible in the future.

     Because of the Company's long-term relationship with
Metropolitan, the Company also intends to pursue discussions with
the agency in an effort to determine whether there are terms
acceptable to both parties under which the Cadiz Program could be
implemented. With the recent finalization of the Quantification
Settlement Agreement (QSA), an agreement between the Secretary of
the Interior, the State of California, Metropolitan and three
other southern California water agencies quantifying the amount
of water California's Colorado River users could expect on an
annual basis, Metropolitan's Colorado River supplies are now
specified and limited only by the variable volume of flow on the
river.  To meet the growing needs of its service area,
Metropolitan must take advantage of all opportunities to store
available Colorado River water during periods of surplus. With
virtually all environmental permits and approvals in place for
the Cadiz Program, except for those dependent upon Metropolitan's
certification of the Environmental Impact Report (EIR), the
Company believes a partnership with Metropolitan could be renewed
in a timely manner if terms acceptable to both parties were to be
negotiated.

                                Page 8

     In the absence of a negotiated resolution, the Company would
continue to seek an administrative resolution of its claim
against Metropolitan.  In April 2003 the Company filed an
administrative notice of claim with Metropolitan asserting the
breach by Metropolitan of various obligations specified in the
PRINCIPLES OF AGREEMENT.  The Company believes that by failing to
complete the environmental review process, as specified in the
PRINCIPLES OF AGREEMENT, Metropolitan violated this contract,
breached its fiduciary duties to the Company and interfered with
the Company's prospective economic advantages.  In discussions
following presentation of this claim, Cadiz and Metropolitan
agreed to evaluate alternative approaches to implementation of
the Cadiz Program.  Metropolitan has not to date responded to the
claim and Cadiz has until October 2005 to file a lawsuit against
the agency.

(B)  OTHER EASTERN MOJAVE PROPERTIES

     Our second largest block of land is approximately 9,000
acres in the Piute Valley of eastern San Bernardino County.  This
landholding is located approximately 15 miles from the resort
community of Laughlin, Nevada, and about 12 miles from the
Colorado River town of Needles, California.  Extensive
hydrological studies, including the drilling and testing of a
full-scale production well, have demonstrated that this
landholding is underlain by high-quality groundwater. The aquifer
system underlying this property is naturally recharged by
precipitation (both rain and snow) within a watershed of
approximately 975 square miles.

     Additional hydrological investigations and discussions with
potential partners have commenced with the objective of
developing our Piute Valley assets.

     Additionally, we own or control additional acreage located
near Danby Dry Lake, approximately 30 miles southeast of our
landholdings in Cadiz and Fenner valleys.   Our Danby Lake
property is located approximately 10 miles north of the Colorado
River Aqueduct, and initial hydrological studies indicate that it
has excellent potential for a groundwater storage and supply
project.

AGRICULTURAL OPERATIONS

     Sun World is a leading producer of high value crops and one
of California's largest vertically integrated agricultural
concerns.  Farming approximately 10,000 acres of agricultural
crops throughout southern and central California, Sun World grows
dozens of varieties of fresh fruit and vegetables, and is one of
the top three domestic producers of table grapes (5% of United
States production) plums (6%), colored peppers (4%), and
watermelon (3%).  Sun World's operations include divisions
specializing in farming, packing, marketing, and proprietary
product development.

     On January 30, 2003, Sun World filed voluntary petitions
under Chapter 11 of the Bankruptcy Code. See "General Development
of Business", above. Since the filing date, Sun World has
operated its business and managed its affairs as debtor and
debtor in possession. As of that date due to the Company's loss
of control over the operations of Sun World, the financial
statements of Sun World will no longer be consolidated with those
of Cadiz, but instead, Cadiz will account for its investment in
Sun World on the cost basis of accounting.  As a result of
changing to the cost basis of accounting on January 31, 2003, we
had a net investment in Sun World of approximately $195 thousand
consisting of loans and amounts due from Sun World of
$13,500,000 less losses in excess of investment in Sun World of
$13,305,000.  We wrote off the net investment in Sun World of $195
thousand at the Chapter 11 filing date because we do not anticipate
being able to recover our investment.

                                Page 9

     As part of the Sun World bankruptcy process, we are no
longer engaged in agricultural operations. We lease for operation
by others approximately 1,600 acres of Cadiz/Fenner agricultural
real property. See Item 2. "Properties - Leased Farm Property".

SEASONALITY

     Our water resource development activities are not seasonal
in nature.

     With our divestiture of Sun World as contemplated by the
agreement with a majority of Sun World's bondholders, our
operations will no longer be subject to the general seasonal
trends that are characteristic of the agricultural industry.

COMPETITION

     We face competition for the acquisition, development and
sale of our properties from a number of competitors, some of
which have greater resources than us.  We may also face
competition in the development of water resources associated with
our properties.  Since California has scarce water resources and
an increasing demand for available water, we believe that
location, price and reliability of delivery are the principal
competitive factors affecting transfers of water in California.

EMPLOYEES

     As of December 31, 2003, we employed 7 full-time employees
(i.e. those individuals working more than 1,000 hours per year).
We believe that our employee relations are good.

REGULATION

     Our operations are subject to varying degrees of federal,
state and local laws and regulations.  As we proceed with the
development of our properties, including the Cadiz Program, we
will be required to satisfy various regulatory authorities that
we are in compliance with the laws, regulations and policies
enforced by such authorities.  Groundwater development, and the
export of surplus groundwater for sale to single entities such as
public water agencies, is not subject to regulation by existing
statutes other than general environmental statutes applicable to
all development projects.  Additionally, we must obtain a variety
of approvals and permits from state and federal governments with
respect to issues that may include environmental issues, issues
related to special status species, issues related to the public
trust, and others.  Because of the discretionary nature of these
approvals and concerns which may be raised by various
governmental officials, public interest groups and other
interested parties during both the development and approval
process, our ability to develop properties and realize income
from our projects, including the Cadiz Program, could be delayed,
reduced or eliminated.


ITEM 2.   PROPERTIES

     We currently lease our executive offices in Los Angeles,
California, which consist of approximately 4,770 square feet,
pursuant to a sublease that expires on June 14, 2006. Current
base rent under the lease is approximately $7,550.00 per month.

     As part of our December 2003 overall capital restructuring,
we transferred all of our assets (with the exception of our
office sublease, certain office furniture and equipment and any

                                Page 10

Sun World related assets) to Cadiz Real Estate LLC, a Delaware
limited liability company ("Cadiz Real Estate").  We hold 100% of
the equity interests of Cadiz Real Estate, and therefore we
continue to hold 100% beneficial ownership of the properties
which we transferred to Cadiz Real Estate.  Cadiz Real Estate was
created at the behest of our senior secured lender, ING.  The
Board of Managers of Cadiz Real Estate consists of two managers
appointed by us and one independent manager named by ING. As long
as our obligations to ING are outstanding, Cadiz Real Estate may
not institute bankruptcy proceedings without the unanimous
consent of this Board of Managers (including the independent
manager).


     Cadiz Real Estate is a co-obligor under our credit
facilities with ING, for which assets of Cadiz Real Estate have
been pledged as security.

     Because the transfer of our properties to Cadiz Real Estate
has no effect on our ultimate beneficial ownership of these
properties, we refer throughout this Report to properties owned
of record either by Cadiz Real Estate or by us as "our"
properties.

     The following is a description of our significant
properties.

THE CADIZ/FENNER PROPERTY

     In 1984, we conducted an investigation of the feasibility of
the agricultural development of land located in the Mojave Desert
near Cadiz, California, and confirmed the availability of high-
quality water in commercial quantities appropriate for
agricultural development.  Since 1985, we have acquired
approximately 34,500 acres in the Cadiz and Fenner Valleys of
eastern San Bernardino County approximately 30 miles north of the
Colorado River Aqueduct.

     Additional numerous independent geotechnical and engineering
studies conducted since 1985 have confirmed that the Cadiz/Fenner
property overlies a natural groundwater basin which is ideally
suited fro the underground water storage and dry year transfers
as contemplated in the Cadiz Program.  See Item 1, "Business -
Narrative Description of Business - Water Resource Development".

     In November 1993, the San Bernardino County Board of
Supervisors unanimously approved a General Plan Amendment
establishing an agricultural land use designation for 9,600 acres
at Cadiz for which 1,600 acres have been developed and are leased
to Sun World and an unaffiliated third party.  This action also
approved permits to construct infrastructure and facilities to
house as many as 1,150 seasonal workers and 170 permanent
residents (employees and their families) and allows for the
withdrawal of more than 1,000,000 acre-feet of groundwater from
the groundwater basin underlying our property.

OTHER EASTERN MOJAVE PROPERTIES

     We also own approximately 10,900 additional acres in the
eastern Mojave Desert, including the Piute and Danby Lake
properties.

     The Piute property consists of approximately 9,000 acres and
is located approximately 60 miles northeast of Cadiz and
approximately 15 miles west of the Colorado River and Laughlin,
Nevada, a small, fast growing town with hotels, casinos and water
recreation facilities. We identified the Piute property for
acquisition by a combination of satellite imaging and geological
techniques which we used to identify water at Cadiz.

                                Page 11

LEASED FARM PROPERTY

     Concurrently with our acquisition of Sun World in 1996, we
leased to Sun World approximately 1,600 acres of our Cadiz/Fenner
property which has been developed for agricultural use. This
lease, as amended pursuant to Sun World's bankruptcy proceedings,
now provides for the lease by Sun World of 1,100 acres of this
property through the 2004 harvest season. The remainder of the property
is leased to an unaffiliated third party. These leases provide for
the lessee to be responsible for all costs associated with growing
crops on the leased property. The majority of this land is used for the
cultivation of permanent and annual crops and support activities,
including packing facilities.

DEBT SECURED BY PROPERTIES

     Our outstanding debt at December 31, 2003 of $35 million
represents loans secured by our properties (including properties
held of record by Cadiz Real Estate).  Information regarding
interest rates and principal maturities is provided in Note 10 to
the consolidated financial statements.


ITEM 3.   LEGAL PROCEEDINGS

     CLAIM AGAINST METROPOLITAN

     On April 7, 2003 we filed an administrative claim against
The Metropolitan Water District of California ("Metropolitan"),
asserting the breach by Metropolitan of various obligations
specified in our Principles of Agreement with Metropolitan.  We
believe that by failing to complete the environmental review
process for the Cadiz Program, as specified in the Principles of
Agreement, Metropolitan violated this contract, breached its
fiduciary duties to us and interfered with our prospective
economic advantages.  See Item 1, "Business - Narrative
Description of Business - Water Resource Development".  The
filing was made with the Executive Secretary of Metropolitan.  We
are seeking recovery of compensatory and punitive damages.

     In discussions following presentation of this claim, we and
Metropolitan have agreed to evaluate alternative approaches to
implementation of the Cadiz Program.  Metropolitan has not to
date responded to the claim and we have until October 2005 to
file a lawsuit against the agency.

SUN WORLD BANKRUPTCY FILING

     On January 30, 2003, (the "Petition Date") Sun World and
three of its wholly owned subsidiaries (Sun Desert, Inc.,
Coachella Growers and Sun World/Rayo) filed voluntary petitions
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court, Central District of California, Riverside
Division (Case Nos: RS 03-11370 DN, RS 03-11369 DN, RS 03-11371
DN, RS 03-11374 DN).  See Item 1, "Business - General Development
of Business".

ING NOTICES OF DEFAULT/NOTICES OF RESCISSION

     On July 7 and 8, 2003, ING recorded a series of Notices of
Default and Election to Sell under Deed of Trust in the office of
the San Bernardino County Recorder evidencing a foreclosure
action by ING against the property which was securing our senior
secured loans

                                Page 12

with ING.  ING had declared these senior secured loans, which then
had a maturity date of January 31, 2003, to be in default in
February 2003.

     In December 2003, subsequent to the completion of our
comprehensive financial restructuring which included a three year
extension of our loans with ING (See Item 1. Business -
Overview), ING recorded Notices of Rescission in San Bernardino
County whereby ING rescinded, canceled and withdrew each such
Notice of Default and Election to Sell.

OTHER PROCEEDINGS

     There are no other material pending legal proceedings to
which we are a party or of which any of our property is the
subject.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of our stockholders
during the fourth quarter of 2003. The results of a Special
Meeting of Stockholders held August 21, 2003 were reported in our
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2003.

                                Page 13

                              PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     Our common stock is currently traded over the counter on the
OTC U.S. Market, often referred to as the "Pink Sheets" under the
symbol "CDZI-OTC". Prior to March 27, 2003, the Company's common
stock was listed on the Nasdaq National Market (Nasdaq). On March
27, 2003, the Company's common stock was delisted from Nasdaq,
and thereafter traded on the OTC Bulletin Board until May 23,
2003, at which time our common stock was removed from the
Bulletin Board and began trading on the Pink Sheets. The
following table reflects actual sales transactions for the dates
that the Company was trading on Nasdaq, and high and low bid
information for dates subsequent. The OTC Bulletin Board and Pink
Sheet market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily
represent actual transactions. The high and low ranges of the
common stock for the dates indicated have been provided by
Bloomberg LP. Please note that all stock prices listed throughout
this annual report on Form 10K have been adjusted for the one for
25 reverse stock split that took place in December 2003.

                                   HIGH             LOW
     QUARTER ENDED             SALES PRICE     SALES PRICE
     -------------             -----------     -----------

     2002:
       March 31                $    225.00     $   191.75
       June 30                 $    275.00     $   205.75
       September 30            $    155.50     $    75.00
       December 31             $     68.75     $     5.25

     2003:
       March 31                $     20.25     $     2.625
       June 30                 $      4.75     $     2.425
       September 30            $      4.00     $     1.425
       December 31             $      5.90     $     3.375

     On July 31, 2004, the high, low and last sales prices for
the shares, as reported by Bloomberg, were $15.00, $15.00, and
$15.00, respectively.

     We also have an authorized class of 100,000 shares of
preferred stock. There is one series of preferred stock (Series
F) authorized for issuance. All 100,000 authorized shares of
Series F Preferred Stock are issued and outstanding.

     On May 10, 1999 we adopted a Stockholders' Rights Plan. In
connection with the Rights Plan, and as further described in the
Rights Plan, we declared a dividend of one preferred share
purchase right for each outstanding share of our common stock
outstanding at the close of business on June 1, 1999, and filed a
Certificate of Designations designating for issuance 40,259
shares of Series A Junior Participating Preferred Stock. No
shares of Series A Participating Preferred Stock were ever
issued. The Rights Plan was amended and terminated by our Board
of Directors on March 25, 2004. On March 26, 2004, Cadiz filed a
certificate of elimination which eliminated this series of
preferred stock.

     As of July 31, 2004, the number of stockholders of record of
our common stock was 240 and the estimated number of beneficial
owners was approximately 2,263.

     To date, we have not paid a cash dividend on our common
stock and we do not

                                Page 14

anticipate paying any cash dividends in the foreseeable future.
Our ability to pay such dividends is subject to covenants pursuant
to agreements with our primary lender that prohibits the payment
of dividends.

     During the quarter ended December 31, 2003, we issued
4,190,699 shares of common stock and 100,000 shares of Series F
Preferred Stock. 3,440,000 shares of common stock were issued at
$2.50 per share in connection with a private sale of our common
stock for an aggregate amount of $8.6 million. 400,000 shares
were issued in exchange for the cancellation of all of our
outstanding Series D, Series E-1 and Series E-2 preferred stock.
160,000 shares were issued as part of a settlement agreement with
a potential claimant and were valued by us for purposes of this
settlement at $2.50 per share. ING exercised all of their
outstanding warrants and received 94,000 shares of common stock
at an exercise price of $0.25 per share. The remaining 84,699
shares were issued upon conversion of all of our 8% unsecured
convertible promissory notes in the aggregate principal amount of
$200,000 plus accrued interest, which was previously reported in our
quarterly report on Form 10-Q for the quarter ended March 31, 2003.
The Series F preferred stock, which is initially convertible into
1,728,955 shares of common stock (subject to anti-dilution
adjustments), was issued in connection with the restructuring of our
senior secured debt with ING. The issuances of common stock and
Series F preferred stock were not registered under the Securities
Act. We believe that the transactions described are exempt from the
registration requirements of the Securities Act by virtue of
Section 4(2) of the Securities Act as the transactions did not
involve public offerings, the number of investors was limited,
the investors were provided with information about us, and we
placed restrictions on resale of the securities. All other
securities sold by us during the three years ended December 31,
2003 which were not registered under the Securities Act have
previously been reported in our Annual and Quarterly Reports on
Forms 10K and 10-Q.


ITEM 6.   SELECTED FINANCIAL DATA

    The following selected financial data insofar as it relates
to the years ended December 31, 2003, 2002, 2001, 2000 and 1999
has been derived from our audited financial statements. The
information that follows should be read in conjunction with the
audited consolidated financial statements and notes thereto for
each of the three years in the period ended December 31, 2003
included in Part IV of this Form 10-K. See also Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations".

($ in thousands, except for per share data)

                                    YEAR ENDED DECEMBER 31,
                           -------------------------------------------------
                           2003       2002        2001       2000       1999
                           ----       ----        ----       ----       ----
Statement of Operations Data:

 Total revenues          $   3,162  $ 114,250  $  92,402  $107,745  $ 115,229
 Net loss                  (11,536)   (22,225)   (25,722)  (22,458)    (8,594)
   Less: Preferred
          stock
          dividends            918      1,125        591         -          -
         Imputed
          dividend on
          preferred
          stock              1,600        984        441         -          -
                         ---------  ---------  ---------  ---------  ---------

 Net loss applicable to
  common stock           $ (14,054) $ (24,334) $ (26,754) $ (22,458) $  (8,594)
                         =========  =========  =========  =========  =========
Per share:

 Net loss (basic and
  diluted)               $   (6.39) $  (16.76) $  (18.66) $  (15.89) $   (6.20)
                         =========  =========  =========  =========  =========


Weighted-average common
 shares outstanding          2,200      1,452      1,434      1,414      1,387
                         =========  =========  =========  =========  =========

                                Page 15

                                     DECEMBER 31,
                           ---------------------------------------------
                           2003      2002       2001      2000      1999
                           ----      ----       ----      ----      ----

Balance Sheet Data:

 Total assets            $  49,526  $ 191,883  $ 198,275  $ 203,617  $ 214,102
 Long-term debt          $  30,253  $ 115,447  $ 141,429  $ 145,610  $ 142,089
 Redeemable preferred
  stock                  $       -  $  10,942  $   9,958  $   3,950  $       -
 Preferred stock, common
  stock and additional
  paid-in capital        $ 185,040  $ 156,166  $ 152,765  $ 143,063  $ 136,552
 Accumulated deficit     $(168,823) $(157,287) $(135,062) $(109,340) $ (86,882)
 Stockholders' equity    $  16,217  $  (1,121) $  17,703  $  33,723  $  49,670


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the following
discussion contains trend analysis and other 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, our
ability to maximize value from our Cadiz, California land and
water resources; the uncertainty of the outcome of Sun World's
bankruptcy proceedings; our outstanding guarantee of Sun World's
First Mortgage Notes; and our ability to obtain new financings as
needed to meet our ongoing working capital needs.  See additional
discussion under the heading "Certain Trends and Uncertainties"
below.

OVERVIEW

      As discussed in further detail below, as of January
30, 2003 the financial statements of our Sun World subsidiary are
no longer being consolidated with ours.  Presently, our
operations (and, accordingly, our working capital requirements)
relate primarily to our water development activities and, more
specifically, to the Cadiz Groundwater Storage and Dry-Year
Supply Program.  Our results of operations for periods subsequent
to January 2003 have been, and in future fiscal periods will be,
largely reflective of the operations of our water development
activities.

      CADIZ GROUNDWATER STORAGE AND DRY-YEAR SUPPLY PROGRAM.  In
1997, we commenced discussions with the Metropolitan Water
District of Southern California (Metropolitan) in order to
develop principles and terms for a long-term agreement for a
joint venture water storage and supply program on and under our
Cadiz, California property. In July 1998, Cadiz and Metropolitan
approved the Principles and Terms for Agreement for the Cadiz
Groundwater Storage and Dry-Year Supply Program (the Cadiz
Program). At the same time, Cadiz and Metropolitan authorized
preparation of a final agreement based on these principles and
initiated the environmental review process for the Cadiz Program.
Following extensive negotiations with Cadiz to further refine and
finalize these basic principles, Metropolitan's Board of
Directors approved definitive economic terms and responsibilities
at their April 2001 board meeting. The Cadiz Program definitive
economic terms were to serve as the basis for a final agreement
to be executed between Metropolitan and Cadiz, subject to the
then-ongoing environmental review process.

                                Page 16

      Under the Cadiz Program, during wet years or periods of
excess supply, surplus water from the Colorado River Aqueduct
would be stored in the groundwater basin underlying our property.
During dry years or times of reduced allocations from the
Colorado River, the previously imported water, together with
additional existing groundwater, would be extracted and
delivered, via a conveyance pipeline, back to the aqueduct.

      On August 29, 2002, the U.S. Department of Interior
approved the Final Environmental Impact Statement for the Cadiz
Program and issued its Record of Decision, the final step in the
federal environmental review process for the Cadiz Program. The
Record of Decision amends the California Desert Conservation Area
Plan for an exception to the utility corridor element and offered
to Metropolitan a right-of-way grant necessary for the
construction and operation of the Cadiz Program.

      On September 17, 2002, the Metropolitan Subcommittee on
Rules and Ethics scheduled a series of meetings in October and
November 2002 to consider (a) acceptance of the Record of
Decision and the terms and conditions of the right-of-way grant,
(b) certification of the environmental documentation for the
Cadiz Program under state law, and (c) the final agreement
between Cadiz and Metropolitan.

      On October 8, 2002, Metropolitan's Board considered
acceptance of the Record of Decision and the terms and conditions
of the right-of-way grant. The Board voted not to adopt
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the Department of
the Interior for the Cadiz Program by a vote of 47.11% in favor
and 47.36% against the recommendation. Instead, the Board voted
for an alternative motion to reject the terms and conditions of
the right-of-way grant and to not proceed with the Cadiz Program
by a vote of 50.25% in favor and 44.22% against.

      Irrespective of Metropolitan's actions, Southern
California's need for water storage and supply programs has not
abated. We believe there are several different scenarios to
maximize the value of this water resource, all of which are under
current evaluation.

     Until October 2002 we had expected that the Cadiz Program
would be implemented upon the previously negotiated terms, and we
had structured our financing arrangements with a view to such
implementation.  Following Metropolitan's vote in October 2002 to
not proceed with the Cadiz Program, these financing arrangements
were no longer workable on their then existing terms.

     In January 2003 our wholly-owned subsidiary, Sun World
International, Inc. (which, together with its subsidiaries, we
refer to as "Sun World") filed a voluntary petition for Chapter
11 bankruptcy protection in order to access seasonal financing.
Historically, we, as the parent company of Sun World, had
supplemented Sun World's annual working capital requirements.
However, at the time of Sun World's filing we did not have the
ability to do this.  The only way Sun World could obtain the new
financing needed to provide working capital for its 2003-2004
growing seasons was to seek court approval, pursuant to Chapter
11, to a new Debtor in Possession ("DIP") facility.

     Sun World's financial situation and bankruptcy filing, in
turn, negated an agreement we had previously reached with our
primary lender, ING Capital LLC ("ING") for a three year
extension of approximately $35 million of senior secured loans
with a maturity date of January 31, 2003.  As we were unable to
make payment of this debt when due, in February 2003 ING declared
these loans to be in default, although we remained in
negotiations with ING for an overall restructuring of this debt.

                                Page 17

     Our financing activities during 2003 were directed primarily
towards completion of an overall restructuring of our capital
structure which would preserve our ability to continue with our
water resource development programs.  This overall capital
restructuring was successfully completed in December 2003, and
featured the following components, in chronological order:

       *  In June 2003 we completed a private equity offering of
          800,000 shares of our common stock (after giving effect
          to our one for twenty-five reverse stock split effective
          December 15, 2003 (the "Reverse Split")). 672,000 shares
          were issued in consideration of $1.68 million in cash,
          112,000 were issued in consideration for $280 thousand in
          services rendered to us, and 16,000 were issued as
          consideration for fees related to the equity offering.
          The proceeds raised in this offering provided sufficient
          working capital for us to continue operations pending
          completion of the larger $8.6 million private placement
          in December 2003 described below.


       *  In August 2003 our stockholders approved implementation of
          a reverse split of our outstanding common stock, with the
          exact ratio for the split to be determined by our Board of
          Directors at the time of the split.  The reverse split was
          intended to increase the likelihood of our being able to meet
          the minimum trading price required for listing our stock on
          The Nasdaq SmallCap Market or other national securities exchange,
          as well as to provide us with additional authorized but
          unissued shares of common stock to be used for capital
          raising and other purposes.

       *  In October 2003 we entered into an agreement with the
          holder of all of our outstanding Series D, Series E-1 and
          Series E-2 preferred stock whereby we issued 400,000
          shares of our common stock (after giving effect to the
          Reverse Split) in exchange of all of our then outstanding
          Series D, Series E-1 and Series E-2 preferred stock.  In
          connection with this conversion, we recorded a charge
          against paid-in capital as an inducement to convert.

       *  In December 2003 we simultaneously completed:

            *  An extension of up to three years of our $35
               million debt facility with ING (see "Liquidity and
               Capital Resources - Current Financing Arrangements -
               Cadiz Obligations" below);

            *  A one for twenty-five reverse split of our
               outstanding common stock;

            *  An additional equity infusion of $8.6 million
               through the issuance of 3,440,000 shares of common
               stock;

            *  The transfer of our properties to Cadiz Real
               Estate LLC, a Delaware limited liability company wholly
               owned by us and created at the behest of ING; and

            *  The completion of our global settlement agreement
               with the holders of a majority of Sun World's First
               Mortgage Notes (the "Bondholders") which provides
               for the pledge of our equity in Sun World together
               with an unsecured claim due to us from Sun World of
               $13.5 million to a

                                Page 18

               trust controlled by the Bondholders (see "Liquidity
               and Capital Resources - Current Financing Arrangements
               - Sun World Obligations" below).

      As a consequence of all of these transactions, the number
of outstanding shares of our common stock (after giving effect to
our December 2003 one for twenty-five reverse stock split) has
increased from 1,858,659 shares as of December 31, 2002
(including 400,000 common shares issuable upon the conversion of
outstanding Series D and E preferred stock) to 8,200,340 shares
as of December 31, 2003 (including 1,728,955 common shares issuable upon
the conversion of outstanding Series F preferred stock).

      With the completion of these transactions, we have provided
for our short-term working capital needs and are able to refocus
our efforts on obtaining and utilizing the capital necessary to
proceed with our water resource development programs.

RESULTS OF OPERATIONS

      On January 30, 2003, Sun World filed a voluntary petition
for Chapter 11 bankruptcy protection.  As of that date due to the
Company's loss of control over the operations of Sun World, the
financial statements of Sun World are no longer consolidated with
ours, but instead, we are accounting for our investment in Sun
World on the cost basis of accounting.  As a result of changing
to the cost basis of accounting on January 31, 2003, we had a net
investment in Sun World of approximately $195 thousand consisting
of loans and amound due from Sun World of $13,500,000 less losses
in excess of investment in Sun World of $13,305,000.  As a result,
the Company wrote off its net investment in Sun World of $195
thousand at the Chapter 11 filing date because it does not anticipate
being able to recover its investment.

      Our consolidated financial statements for the year ended
December 31, 2003 include the results of operations for Sun World
only for the period January 1, 2003 through January 30, 2003.
The results of operations of Sun World subsequent to January 30,
2003 are not included in these consolidated financial statements.
As a result of the foregoing, direct comparisons of our
consolidated results of operations for year ended December 31,
2003 with results for the year ended December 31, 2002 will not,
in our view, prove meaningful.

      For this reason, we believe that material trends and
developments with respect to our results of operations from
period to period are more readily identifiable by comparing the
unconsolidated results of Cadiz Inc., which do not include the
January 2003 operations of Sun World, rather than our
consolidated results of operations, which include the January
2003 operations of Sun World.  Therefore, in the following
discussion of results of operations for 2003 as compared to 2002,
we are using only the unconsolidated results of Cadiz Inc.

      Tables which disclose the results of Cadiz Inc. separate
from its consolidated subsidiary Sun World for the years ended
December 31, 2003 and 2002, and from which the numbers used in
the following discussion are derived, can be found in Note 10 to
the Consolidated Financial Statements.

(A)   YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED
      DECEMBER 31, 2002

     We have not received significant revenues from our water
resource activity to date.  As a result, we have historically
incurred a net loss from operations.  Cadiz had revenues of $0.3
million for the year ended December 31, 2003 and $2.1 million for
the year ended December 31,

                                Page 19

2002.  Our net loss, excluding our loss from Sun World, totaled
$9.2 million for the year ended December 31, 2003 compared to
$12.7 million for the year ended December 31, 2002, with
the decrease for the 2003 period resulting from decreases in
general and administrative and interest expense offset by a reduction
in revenue and no cost incurred for the removal of underperforming
crops in 2003.

     Our primary expenses are our ongoing overhead costs (i.e.
general and administrative expense) and our interest expense.

     REVENUES.  Cadiz standalone revenue during the year totaled
$0.3 million during the year ended December 31, 2003 compared to
$2.1 million the preceding year.  The decrease is primarily due to
discontinuation of the management fee payable by Sun World as of
January 30, 2003 due to Sun World's Chapter 11 filing.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and
administrative expenses during the year ended December 31, 2003
totaled $4.7 million compared to $7.5 million for the year ended
December 31, 2002.  The decrease in general and administrative
expenses is primarily due to reductions in salaries and other
costs associated with a reduction in staffing, elimination of
foreign water programs, and reduced facility and insurance costs,
partly offset by increased professional fees related to the
restructuring.

     WRITE OFF OF INVESTMENT IN SUBSIDIARY.  On January 30, 2003, Sun
World and certain of its subsidiaries filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code.  As of that date,
due to the Company's loss of control over the operations of Sun
World, the financial statements are no longer consolidated with those
of Cadiz, but instead Cadiz accounts for its investment in Sun World
on the cost basis of accounting.  As a result of changing to the
cost basis of accounting and because the Company does not believe it
will be able to recover its investment, the Company wrote off its
investment in Sun World of $195,000.

     REMOVAL OF UNDERPERFORMING CROPS.  During 2002, 200 acres of
underperforming table grapes and citrus were removed at the Cadiz
Ranch resulting in a charge of $1.0 million in connection with the
removal of these crops.  No such removals occurred during 2003.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization
for Cadiz totaled $0.6 million for the year ended December 31, 2003
compared to $1.0 million for the 2002 year.  The reduction in
depreciation and amortization is primarily due to the removal of
underperforming crops in 2002 and certain assets becoming fully
depreciated during the past year.

     INTEREST EXPENSE, NET.  Net interest expense totaled $3.6
million during the year ended December 31, 2003, compared to $5.1
million during the same period in 2002.  The following table
summarizes the components of net interest expense for the two
periods (in thousands):

                                           YEAR ENDED DECEMBER 31,
                                             2003       2002
                                             ----       ----
      Interest on outstanding debt         $   3,053  $   3,101
      Amortization of financing costs            641      2,712
      Interest income                            (58)      (705)
                                           ---------  ---------

                                           $   3,636  $   5,108
                                           =========  =========

                                Page 20

     Financing costs, which include legal fees and warrant costs,
are amortized over the life of the debt agreement, most of which
related to the ING obligation which became due near the beginning
of 2003 resulting in lower costs during 2003. The lower interest
income was the result of no interest accruing on the intercompany
loans to Sun World following the Chapter 11 petition.

(B)   YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED
      DECEMBER 31, 2001

      Sun World's agricultural operations are impacted by the
general seasonal trends that are characteristic of the
agricultural industry. Sun World has historically received the
majority of its net income during the months of June to October
following the harvest and sale of its table grape and stonefruit
crops. Due to this concentrated activity, Sun World has
historically incurred losses with respect to its agricultural
operations during the other months of the year.

      The table below sets forth, for the periods indicated, the
results of operations for Sun World's four main operating
divisions (before elimination of any interdivisional charges) as
well as the categories of costs and expenses we incurred which
are not included within the divisional results (in thousands):

                                          YEAR ENDED DECEMBER 31,
                                             2002       2001
                                             ----       ----
     Divisional income (loss):
      Farming                              $   6,701  $  (3,243)
      Packing                                  9,761      8,320
      Marketing                                4,551      3,303
      Proprietary product development          4,457      2,891
                                           ---------  ---------

                                              25,470     11,271

     General and administrative               12,819     10,890
     Unusual items included in G&A             1,710          -
     Special litigation                            -     (7,929)
     Non-recurring compensation expense            -      5,537
     Removal of underperforming crops          4,514        736
     Depreciation and amortization             7,480      8,151
     Interest expense, net                    21,172     19,551
     Income tax (benefit) expense                  -         57
                                           ---------  ---------

     Net loss                              $ (22,225) $ (25,722)
                                           =========  =========

      FARMING OPERATIONS.  Income from farming operations totaled
$6.7 million for the year ended December 31, 2002 compared to a
loss of $3.2 million for the year ended December 31, 2001.
Farming revenues were $87.4 million and farming expenses were
$80.7 million for the year ended December 31, 2002 compared to
farming revenues of $71.7 million and farming expenses of $74.9
million for 2001. Farming results were favorably impacted by the
timing of the table grape harvest in Coachella and Mexico
returning to normal as opposed to the harvest starting two weeks
late in 2001, which created an overlap with the early table grape
harvests in the San Joaquin valley. Year-to-date average F.O.B.
prices for table grapes were 3.5% higher than the prior year.
Additionally, Sun World experienced increased table grape
production due to increased yields and due to leasing some
additional organic table grape acreage for the 2002 season. Sun
World sold 4.4 million boxes of table grapes for the year ended
December 31,

                                Page 21

2002 compared to 3.5 million boxes during the same period in 2001.
Results were also favorably affected by increased plum yields
as plum units sold were 32% higher in 2002 than in 2001. Sun
World also experienced a 58% increase in F.O.B. prices for
peppers. Results were favorably impacted by the continued strong
performance of Sun World's proprietary SUPERIOR SEEDLESS(R) and
MIDNIGHT BEAUTY(R) table grapes and BLACK DIAMOND(R) plums as
production increased and F.O.B. prices remained strong coupled
with the removal of certain underperforming crops at the conclusion
of the 2001 season. Sun World continues to achieve a price
premium for its proprietary table grape and stonefruit products
compared to competing commercially available varieties.

      PACKING OPERATIONS.  Sun World's packing and handling
facilities contributed $9.8 million in income during the year
ended December 31, 2002 and $8.3 million during the year ended
December 31, 2001. Packing and handling revenue for these
operations of $23.3 million was offset by $13.5 million of
expenses for the year ended December 31, 2002. Revenues totaled
$21.4 million offset by expenses of $13.1 million for the year
ended December 31, 2001. Sun World packed 3.0 million units
during the year ended December 31, 2002 compared to 2.9 million
units for the year ended December 31, 2001. For the year ended
December 31, 2002, Sun World handled 8.9 million units compared
to 8.2 million units in 2001. The increase in units packed and
handled was due primarily to increased production of table grapes
and plums. Units packed and handled during the year ended
December 31, 2002 consisted of Sun World-grown table grapes,
peppers and seedless watermelons in the Coachella Valley; table
grapes and citrus products packed for third party growers; and
table grapes, stonefruit, citrus, and peppers from the San
Joaquin Valley.

      MARKETING OPERATIONS.  During the year ended December 31,
2002, a total of 10.1 million units were sold consisting
primarily of Sun World-grown table grapes, peppers and
watermelons from the Coachella Valley; table grapes and citrus
from domestic third party growers; and Sun World-grown table
grapes, stonefruit, citrus, and peppers from the San Joaquin
Valley. These unit sales resulted in marketing revenue of $12.2
million. Marketing expenses totaled $7.6 million for the year
ended December 31, 2002 resulting in income from marketing
operations of $4.6 million. During the year ended December 31,
2001, 10.1 million units were marketed resulting in revenues of
$7.5 million offset by expenses of $4.2 million for income of
$3.3 million. The increase in marketing profits was primarily
due to increased F.O.B. prices for table grapes, plums and
peppers.  Additionally, revenues and expenses increased due to
fruit purchased from third party suppliers and sold primarily to
a customer's distribution center related to Sun World's role as a
primary supplier of certain fruit categories in 2002.

      PROPRIETARY PRODUCT DEVELOPMENT.  Sun World has a long
history of product innovation, and its research and development
center maintains a fruit breeding program that has introduced
dozens of proprietary fruit varieties. Additionally, Sun World
continues to expand its licensing program with key strategic
partners worldwide to introduce, trial and produce Sun World's
proprietary varieties, which provides Sun World with a long-term
annual revenue stream based upon a royalty fee for each box of
proprietary fruit sold during the life of the tree or vine.
During the year ended December 31, 2002, income from proprietary
product development was $4.5 million consisting of revenues of
$6.9 million offset by expenses of $2.4 million. For the year
ended December 31, 2001, income was $2.9 million consisting of
revenues of $4.9 million offset by expenses of $2.0 million. The
increase in proprietary product development net income was
primarily due to a $0.5 million increase in intercompany
royalties due to increased yields and higher F.O.B. prices and a
$1.4 million increase in international royalties due primarily to
improved table grape yields for acreage under license coupled
with a delay in the South Africa harvest season, which
effectively shifted a portion of South African revenues from the
fourth

                                Page 22

quarter of 2001 to the first quarter of 2002. Revenues
include $1.3 million related to project development and
management fees payable in equity of KADCO for both 2002 and
2001.

      GENERAL AND ADMINISTRATIVE EXPENSES.  General and
administrative expenses for the year ended December 31, 2002
totaled $12.8 million compared to $10.9 million for the 2001
period before inclusion in 2002 of $1.1 million for the write-off
of capitalized legal costs incurred by Sun World in litigation
relating to the unsuccessful defense of intellectual property rights
and $0.6 million in professional fees relating to unsuccessful
attempts by Sun World to restructure debt during the year. The
increase was primarily due to higher employee related costs coupled
with $0.8 million of professional fees related to the KADCO
combination that was not completed and costs related to exploring
water development opportunities in the Middle East.

      UNUSUAL ITEMS INCLUDED IN GENERAL AND ADMINISTRATIVE
EXPENSES.  Unusual items for the year ended December 31, 2002
totaled $1.7 million compared to none in 2001.  The unusual items
consisted of $1.1 million for the write-off of capitalized legal
costs incurred by Sun World relating to an adverse ruling in
litigation involving the unauthorized domestic production of one
of Sun World's proprietary grapevines and $0.6 million in
professional fees relating to unsuccessful attempts by Sun World
to restructure debt during the year.

      SPECIAL LITIGATION.  Cadiz was engaged in lawsuits against
Waste Management seeking monetary damages arising from activities
adverse to us in connection with a landfill, which until its
defeat by the voters of San Bernardino County in 1996, was
proposed to be located adjacent to our Cadiz/Fenner Valley
properties. In March 2001, Cadiz executed a settlement agreement
with Waste Management related to these lawsuits.  Pursuant to the
settlement agreement, Waste Management paid Cadiz $6 million in
cash and granted to Cadiz approximately 7,000 acres of real
property in eastern San Bernardino County primarily adjacent to
the Cadiz Program property. The settlement resulted in net
proceeds recognized of $7.9 million (consisting of $6 million in
cash and land valued at $1.9 million) for the year ended December
31, 2001.

      NON-RECURRING COMPENSATION.  In March 2001, Cadiz agreed to
issue 564,163 deferred stock units to certain senior managers of
Cadiz and Sun World. These deferred stock units were issued in
exchange for the cancellation of 1,055,000 fully vested options
to purchase our common stock held by the senior managers. We
recorded a one-time charge of $5,537,000 and no cash was expended
in connection with the issuance of the deferred stock units.

      REMOVAL OF UNDERPERFORMING CROPS. During 2002, we removed
approximately 1,900 acres of underperforming crops consisting of
200 acres from the Cadiz ranch and 1,700 acres from Sun World's
ranches. The crops removed include approximately 100 acres of
juice grapes and 100 acres of citrus at the Cadiz ranch and 500
acres of wine grapes, 300 acres of raisin grapes, 400 acres of
stonefruit, 400 acres of citrus, and 100 acres of table grapes
from Sun World's operations. The Company recorded a non- cash
charge of $4.5 million in connection with the removal of these
crops.

      During 2001, management decided to remove approximately 40
acres of citrus at the Cadiz ranch and Sun World removed
approximately 700 acres of wine grapes, citrus, and stonefruit.
We recorded a charge of $0.7 million in connection with the
removal of these crops.

      DEPRECIATION AND AMORTIZATION EXPENSE.  Depreciation and
amortization expense for the year ended December 31, 2002 totaled
$7.5 million compared to $8.2 million during the same period in
2001. The decrease in depreciation was primarily attributable to
certain assets being removed in 2001 and 2002 and certain assets

                                Page 23

becoming fully depreciated during the past year.

      INTEREST EXPENSE, NET.  Net interest expense totaled $21.5
million compared to $19.6 million for the years ended December
31, 2002 and 2001. The following table summarizes the components
of net interest expense for the two periods (in thousands):

                                           YEAR ENDED DECEMBER 31,
                                               2002       2001
                                               ----       ----

   Interest on outstanding debt - Sun World  $  14,484  $  14,574
   Interest on outstanding debt - Cadiz            976      1,347
   Amortization of financing costs               5,761      3,748
   Interest income                                 (49)      (118)
                                             ---------  ---------

                                             $  21,172  $  19,551
                                             =========  =========

      The decrease in interest on outstanding debt for the year
ended December 31, 2002 is primarily due to the impact of lower
rates on the Company's variable rate debt.  Increased amortization
of financing costs during 2002 is due to the amortization of
warrants issued for the extension and increase in the Cadiz
credit facilities in the first quarter of 2002.  Financing costs,
which include legal fees and warrants, are amortized over the life
of the debt agreement.


LIQUIDITY AND CAPITAL RESOURCES

(A)  CURRENT FINANCING ARRANGEMENTS

     CADIZ OBLIGATIONS.  As we have not received significant
revenues from our water resource activity to date, we have been
required to obtain financing to bridge the gap between the time
water resource development expenses are incurred and the time
that revenue will commence. Historically, we have addressed these
needs primarily through secured debt financing arrangements with
our lenders, private equity placements and the exercise of
outstanding stock options.

     As of December 31, 2002, we were obligated for approximately
$10,095,068 under a senior term loan facility and $25 million
under a revolving credit facility with our primary secured
lender, ING Capital LLC. Each facility had a maturity date of
January 31, 2003. Sun World's bankruptcy filing negated an
agreement we had previously reached with ING for a three year
extension of these loans, and in February 2003 ING declared these
loans to be in default.

     During 2003 we remained in continuing discussions with ING
concerning an overall restructuring of this debt and in December
2003, as part of an overall restructuring of our capital
structure, we entered into agreements with ING which provided
for:

     *  Establishing the outstanding principal amount owed under
        the senior term loan facility at $10 million and under the
        revolving credit facility at $25 million, for an aggregate
        outstanding principal balance owed to ING of $35 million;

                                Page 24

     *  The immediate payment to ING of approximately $2.4
        million, representing payment of approximately $2 million in
        accrued and unpaid interest on the credit facilities through
        September 30, 2003 and payment of approximately $400,000 in
        expenses incurred by ING;

     *  An extension of the maturity date of the credit
        facilities until March 31, 2005, with three additional
        automatic 6 month extensions conditioned on our maintaining,
        as of the commencement date of each extension, cash in an
        amount equal to at least 4% of the outstanding principal
        balance of the credit facilities in a cash collateral
        account held by ING;

     *  Interest commencing as of October 1, 2003 at the rate of
        either (i) 8%, payable in cash, or (ii) 4% payable in cash
        plus 8% payable in kind. Interest is payable every six
        months commencing March 31, 2004. We have the right to
        choose the form of payment with respect to each date upon
        which an interest payment is due. At the closing of our
        restructuring, we deposited into ING's cash collateral
        account the sum of $2,142,280, representing interest
        accruing at the rate of 4% per annum from October 1, 2003
        until March 31, 2005;

     *  The issuance to ING of 100,000 shares of Series F
        preferred stock, convertible as of the date of issuance into
        1,728,955 shares of our common stock.  As the holder of this
        preferred stock, in addition to conversion rights ING has:

       *  The right to appoint two members of our Board of
          Directors

       *  The right to approve the authorization or issuance of
          any other class or shares of our preferred stock;

       *  Anti-dilution protection;

       *  Pre-emptive rights;

       *  Registration rights; and

       *  Dividend, liquidation and voting rights shared on an
          as-converted basis with common stock.

     *  The transfer of all of our assets (with the exception of
        any Sun World related assets) to Cadiz Real Estate LLC, a
        Delaware limited liability company ("Cadiz Real Estate"), a
        newly created Delaware limited liability company in which we
        hold 100% of the economic interests.  Cadiz Real Estate is a
        co-obligor with us on our credit facilities with ING, and the
        properties now held of record by Cadiz Real Estate secure our
        obligations under these facilities.  We have entered into a
        management agreement with Cadiz Real Estate pursuant to which
        we will manage the assets now held by Cadiz Real Estate,
        subject to the requirements of the Operating Agreement of
        Cadiz Real Estate.  The Operating Agreement of Cadiz Real
        Estate provides for a Board of Managers consisting of two
        managers appointed by us and one independent manager named by
        ING.  As long as our obligations to ING are outstanding, Cadiz
        Real Estate may not institute bankruptcy proceedings without
        the unanimous consent of this Board of Managers (including the
        independent manager).

     The debt covenants associated with these credit facilities
were negotiated by the parties with a view towards our operating
and financial condition as it existed at the time of the
restructuring.  Given current circumstances, we do not consider
it likely that we will be in material breach of such covenants.

                                Page 25

     As we continue to actively pursue our business strategy,
additional financing specifically in connection with our water
programs will be required.  See "Outlook", below.  As the parties
anticipated this need at the time of our credit restructuring,
the covenants in the credit facility which would otherwise
prohibit our incurrence of additional debt (or our use of our
assets as security for such debt) contain an exception for debt
and liens incurred in order to finance the acquisition,
construction or improvement of any assets (up to a maximum of
$135 million at any one time outstanding).  The covenants in the
credit facilities do not prohibit our use of equity financing,
but do provide that 35% of the proceeds of such issuance be
applied as a prepayment against such facilities (which prepayment
may take the form of a deposit in ING's cash collateral account).
We do not expect these covenants to materially limit our ability
to undertake debt or equity financing in order to finance our
water development activities.

     At December 31, 2003, we have no outstanding credit
facilities or preferred stock other than that held by ING as
described above.

SUN WORLD OBLIGATIONS
---------------------

     Sun World has outstanding $115 million of First Mortgage
Notes. The First Mortgage Notes were originally to mature on
April 15, 2004. The First Mortgage Notes are currently in default
as a consequence of the Sun World bankruptcy filing. Sun World's
proposed plan of reorganization currently provides for settlement
of claims held by the holders of these notes through the issuance
of equity interests in Sun World to such holders.

     The Sun World notes are also secured by the guarantee of
Cadiz. As we are not a party to the Sun World bankruptcy filing,
the effectiveness of a plan of reorganization which discharges
Sun World's obligation to holders of these notes will not, in and
of itself, release us of any obligations which we may still have
under this guarantee. The Plan, as currently proposed, includes a
release in our favor with respect to any of our remaining
obligations under this guarantee; however, we do not know whether
this provision of the Plan will be approved by the Bankruptcy
Court.

     We have limited any potential obligation we may have
otherwise had under the guarantee by entering into release
agreements with the majority of holders of the Sun World notes.
For example, in December 2003 we entered into a global settlement
agreement with Sun World and with the holders of a majority of
Sun World's First Mortgage Notes (the "Bondholders") (see Item 1,
"Business - General Development of Business"). Pursuant to this
global settlement agreement, the Bondholders waived their rights
to seek recovery against us on account of our guarantee of Sun
World's obligations under the First Mortgage Notes. This right
will similarly be waived by any other note holder which elects to
opt into this settlement. The identity and ownership interests of
Sun World's bondholders is not a matter of public record,
however, based on the results of investigations performed on
behalf of Sun World, we believe that we have obtained waivers
and/or releases to date from Bondholders which hold, together
with their affiliates, approximately 88% in interest of
outstanding Sun World notes.  All of the remaining Sun World
notes (other than a nominal interest of less than 1%) are held by
persons who are also shareholders of ours.

     No non-releasing bondholder has sought to enforce our
guarantee of Sun World's obligations against us, nor has any such
bondholder given any indication to us that it plans to do so.  As
part of our December 2003 global settlement agreement, the
Bondholders gave written direction to the indenture trustee
irrevocably instructing the trustee to take no action against us
on behalf of bondholders or on account of the guarantee.
Further, we believe that if a bondholder's claim against Sun
World is ultimately satisfied in whole or in part through a Sun

                                Page 26

World plan of reorganization, then such bondholder will not be
entitled to enforce the guarantee against us as to the amount of
the claim so satisfied.

     In view of all of these factors, we do not anticipate that
significant claims will be made against us under the guarantee
and we are not setting aside existing working capital or seeking
to raise additional working capital in order to pay claims under
the guarantee.

     We have no other obligations or working capital needs with
respect to Sun World.  As part of our December 2003 global
settlement, we have settled all of our claims and obligations
with Sun World.  Although we continue to be the record owner of
Sun World's stock, Sun World will not be receiving working
capital contributions from us while it is in bankruptcy
proceedings.  Sun World's currently proposed plan of
reorganization provides for our ownership interests in Sun World
to be canceled.  Whether or not this plan is approved, we do not
expect to provide working capital support for a reorganized Sun
World.

     CASH USED FOR OPERATING ACTIVITIES.  Cash used for
operating activities totaled $6.6 million for the year ended
December 31, 2003, as compared to cash used for operating
activities of $10.1 million for the year ended December 31, 2002.
The above amounts are not comparable because of the deconsolidation
of Sun World in January 2003.

     Cash used by Cadiz for operating activities for the year
ended December 31, 2003 totaled $4.9 million compared to $7.9 million
for the previous year.  The decrease in cash used for operating
activities was primarily due to a reduced loss in 2003.  Cadiz loss
in 2003, excluding its loss from Sun World, was $9.1 million as
compared to $12.7 million in 2002.

     CASH USED FOR INVESTING ACTIVITIES.  Cash used for investing
activities totaled $3.5 million for the year ended December 31, 2003,
as compared to $2.1 million for the same period in 2002. $1.0
million of the cash used in 2003 was the result of
the deconsolidation of Sun World in 2003.

     Cash used by Cadiz for investing activities for the year
ended December 31, 2003 totaled $2.0 million, primarily for cash
placed in a restricted bank account to pay for interest on the
$35 million term loan through March 2005, compared to $1.7 million
for the previous year.  The 2002 expenditures were primarily due to
capital expenditures for water programs and a $1.0 million loan to
an officer.

     CASH PROVIDED BY FINANCING ACTIVITIES.  Cash provided by
financing activities totaled $10.2 million for the year ended
December 31, 2003 consisting primarily of $10.3 million from the
issuance of capital stock by Cadiz.  For the same period
in 2002, cash provided by financing activities totaled $14.0
million primarily from short-term borrowings of $10.0 million by
Cadiz and $4.4 million by Sun World.

(B)  OUTLOOK

     SHORT TERM OUTLOOK.  The proceeds of our 2003 private
placements have provided us with sufficient cash to meet our
expected working capital needs through approximately May 2005.
$2.0 million of the proceeds of our December 2003 private
placement were used to bring current our outstanding interest
payments owed to ING under our ING credit facilities.  $2.1
million of the proceeds of our December 2003 private placement
were placed in a cash collateral account with ING in order to
extend the maturity date of the credit facility through March 31,
2005. These funds can be applied, if necessary, to the payment of
accrued interest

                                Page 27

due under our credit facilities with ING.  The remainder of the
proceeds will be used to meet our ongoing working capital needs.

    LONG TERM OUTLOOK.  In the longer term, our working capital
needs will be determined based upon the specific measures we
pursue in the development of our water resources.   Whichever
measure or measures are chosen, we expect that we will need to
raise additional cash from time to time until we are able to
generate cash through our development activities. We will
evaluate the amount of cash needed, and the manner in which such
cash will be raised, on an ongoing basis. We may meet any such
future cash requirements through a variety of means to be
determined at the appropriate time. Such means may include equity
or debt placements, or the sale or other disposition of assets.
Equity placements would be undertaken only to the extent
necessary so as to minimize the dilutive effect of any such
placements upon our existing stockholders.

(C)  CERTAIN TRENDS AND UNCERTAINTIES

      In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we are filing
cautionary statements identifying important risk factors that
could cause our actual results to differ materially from those
projected in our forward-looking statements made by or on our
behalf.

      We wish to caution readers that these factors, among
others, could cause our actual results to differ materially from
those expressed in any projected, estimated or forward-looking
statements relating to us.  The following factors should be
considered in conjunction with any discussion of operations or
results by us or our representatives, including any forward-
looking discussion, as well as comments contained in press
releases, presentations to securities analysts or investors, or
other communications to us.

     In making these statements, we are not undertaking to
address or update each factor in future filings or communications
regarding our business or results, and are not undertaking to
address how any of these factors may have caused changes to
discussions or information contained in previous filings or
communications.  In addition, certain of these matters may have
affected our past results and may affect future results.

     OUR REVENUES ARE DEPENDENT UPON THE SUCCESS OF OUR WATER
DEVELOPMENT PROJECTS.  We may never generate revenues or become
profitable unless we are able to successfully implement our water
development programs.  At present, we do not know the terms, if
any, upon which we may be able to proceed with the Cadiz Program,
or of any alternative means which we may be able to use in order
to implement our water development programs.  Regardless of the
form of our water development programs, the circumstances under
which transfers or storage of water can be made and the
profitability of any transfers or storage are subject to
significant uncertainties, including hydrologic risks of variable
water supplies, risks presented by allocations of water under
existing and prospective priorities, and risks of adverse changes
to or interpretations of U.S. federal, state and local laws,
regulations and policies.  Additional risks attendant to such
programs include our ability to obtain all necessary regulatory
approvals and permits, possible litigation by environmental or
other groups, unforeseen technical difficulties, and general
market conditions for water supplies.

     WE ARE UNCERTAIN OF THE OUTCOME OF SUN WORLD'S BANKRUPTCY
PROCEEDINGS.  Sun World's plan of reorganization, as filed with
the U.S. Bankruptcy Court, has not been approved. We do not know
when or if this plan will ever be approved. In addition, we do
not know whether changes will need to be made to the plan in
order to obtain approval of the plan and, if so, what

                                Page 28

such changes would be. Notwithstanding our separate and binding global
settlement agreements with Sun World and with the holders of a
majority in interest of Sun World's First Mortgage Notes, we will
not know the exact nature of the post-bankruptcy ownership
structure of Sun World or the final disposition of our claims and
the claims of Sun World's creditors in the bankruptcy proceedings
until such proceedings are formally concluded.

     A PENDING APPEAL OF THE BANKRUPTCY COURT'S APPROVAL OF OUR
SETTLEMENT WITH SUN WORLD MAY BE SUCCESSFUL.  A single unsecured
creditor of Sun World has appealed the order of the Bankruptcy
Court which authorized Sun World to enter into a global
settlement agreement with us.  We may be exposed to significant
monetary damages (and, as a result, potential default under our
agreements with our senior secured lender) if (i) this appeal is
successful in reversing the Bankruptcy Court's order, (ii) our
settlement with Sun World is thereafter disapproved and
abandoned, (iii) litigation is commenced on behalf of Sun World's
estate against us, and (iv) a judgment is obtained against us and
enforced.

     OUR GUARANTEE OF SUN WORLD'S FIRST MORTGAGE NOTES REMAINS
OUTSTANDING.  Sun World's First Mortgage Notes are secured by our
guarantee.  If, notwithstanding our efforts to limit potential
obligations under this guarantee, a claim is successfully
asserted against us under this guarantee, we may not have the
ability to pay such a claim.  Our inability to pay a claim under
the guarantee may materially and adversely affect our ability to
conduct our business and thereby cause a default under our
agreements with our senior secured lender.

      OUR FAILURE TO MAKE TIMELY PAYMENTS OF PRINCIPAL AND
INTEREST ON OUR INDEBTEDNESS MAY RESULT IN A FORECLOSURE ON OUR
ASSETS.  As of December 31, 2003, we had indebtedness outstanding
to our senior secured lender of approximately $35 million.  Our
assets have been put up as collateral to secure the payment of
this debt.  If we cannot generate sufficient cash flow to make
timely payments of principal and interest on this indebtedness,
or if we otherwise fail to comply with the terms of agreements
governing our indebtedness, we may default on our obligations.
If we default on our obligations, our lenders may sell off the
assets that we have put up as collateral.  This, in turn, may
result in a cessation or sale of our operations.

      OUR STOCK IS NOT TRADED ON A NATIONAL SECURITIES
EXCHANGE.  Effective March 27, 2003, our common stock was
delisted from trading on the Nasdaq National Market. While we
intend to reapply for a Nasdaq listing as soon as we are eligible
to do so, certain requirements for such a listing, such as
minimum trading price, are not within our control, and therefore
we cannot be certain when or if we will be able to meet the
initial listing requirements of Nasdaq or another national
securities exchange.

      FURTHER EQUITY FINANCINGS WILL RESULT IN THE DILUTION
OF OWNERSHIP INTERESTS OF CURRENT STOCKHOLDERS.  We may require
additional capital to finance our operations until such time as
our water development operations produce revenues. We cannot
assure you that our current lenders, or any other lenders, will
give us additional credit should we seek it.  Consequently, we
will likely seek to raise additional working capital in the near
term through further equity financings, which will result in
dilution to the equity interests of current common stockholders.

      THE REGISTRATION FOR RESALE OF COMMON STOCK PURSUANT TO
EXISTING REGISTRATION RIGHTS AGREEMENTS WILL INCREASE 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

                                Page 29

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.

      WE ARE RESTRICTED BY CONTRACT FROM PAYING DIVIDENDS AND
WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.  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.  The loan
documents governing our credit facilities with ING prohibit the
payment of dividends while such facilities are outstanding.  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.

(D)  CRITICAL ACCOUNTING POLICIES

     As discussed in Note 2 to the Consolidated Financial
Statements of Cadiz, the preparation of financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect amounts reported in the accompanying
consolidated financial statements and related footnotes. In
preparing these financial statements, management has made its
best estimates and judgments of certain amounts included in the
financial statements based on all relevant information available
at the time and giving due to consideration to materiality. We do
not believe there is a great likelihood that materially different
amounts would be reported related to the accounting policies
described below. However, application of these policies involves
the exercise of judgment and use of assumptions as to future
uncertainties and, as a result, actual results could differ from
these estimates. Management has concluded that the following
critical accounting policies described below affect the most
significant judgments and estimates used in the preparation of
the consolidated financial statements.

	(1)  PRINCIPLES ON CONSOLIDATION.  The Consolidated
Financial Statements have been prepared by Cadiz Inc.,
sometimes referred to as "Cadiz" or "the Company".  On January
30, 2003, Sun World filed voluntary petitions under Chapter 11
of the Bankruptcy Code.  Since the filing date, Sun World has
operated its business and managed its affairs as debtor and
debtor in possession.  As of that date due to the Company's
loss of control over the operations of Sun World, the financial
statements of Sun World are no longer consolidated with those
of Cadiz, but instead, Cadiz is accounting for its investment
in Sun World on the cost basis of accounting.  The foregoing
Consolidated Financial Statements include the accounts of the Company
and, until January 30, 2003, those of its then wholly-owned
subsidiary, Sun World International, Inc. and its subsidiaries
collectively referred to as "Sun World", and contain all adjustments,
consisting only of normal recurring adjustments, which the Company
considers necessary for a fair presentation.  Certain reclassifications
have been made to the prior period to conform to the current
presentation.

     (2)  INVENTORIES AND RELATED ALLOWANCE FOR OBSOLETE AND
EXCESS INVENTORY.  Inventories are valued at the lower of cost or
market. Management estimates what market conditions will be for
produce based on the age, size, quality and overall market for
fresh product held in inventory at the end of each reporting
period. When future market conditions indicate that the cost of
the inventory plus any additional selling expenses exceed the
expected net revenues to be received, we provide a reserve for
the amount of estimated costs in excess of estimated net
revenues. Management also regularly conducts a review of non-
product inventory that consists primarily of corrugated boxes,
chemicals and seed. Appropriate

                                Page 30

allowances are made based on management's review for all excess
and obsolete inventory compared to estimated future usage and sales.

     (3)  INTANGIBLE AND OTHER LONG-LIVED ASSETS.  Property,
plant and equipment, intangible and certain other long-lived
assets are amortized over their useful lives. Useful lives are
based on management's estimates of the period that the assets
will generate revenue. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. At
Sun World, management regularly reviews crop portfolios in an
attempt to identify crops that are underperforming generally at
the conclusion of each growing season. As a result of these
reviews, management determines which crops will be removed
immediately or at the conclusion of the next growing season. As
such, appropriate writedowns and accruals for estimated removal
costs are made and where appropriate, remaining useful lives are
shortened to correspond to the estimated period that the assets
are expected to generate future revenues.  As a result of the
actions taken by Metropolitan in the fourth quarter of 2002 as
described in Note 1, the Company, with the assistance of an
independent valuation firm, evaluated the carrying value of its
water program and determined that the asset was not impaired and
that the costs will be recovered through sale or operation of the
project.

     (4) GOODWILL. As a result of a merger in May 1988 between
two companies, which eventually became known as Cadiz Inc.,
goodwill in the amount of $7,006,000 was recorded.  This amount
was being amortized on a straight-line basis over thirty years.
Accumulated amortization was $3,193,000 at December 31, 2001.  In
June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, ("SFAS No.
142") "Goodwill and Other Intangible Assets".  Under SFAS No. 142
goodwill and intangible assets deemed to have indefinite lives
are no longer amortized but will be subject to annual impairment
tests in accordance with the Statement.  Upon adoption of SFAS
No. 142, effective at the beginning of fiscal 2002, the Company
performed a transitional fair value based impairment test and
determined that its goodwill was not impaired.  In addition,
cessation of amortization of goodwill upon adoption of SFAS No.
142 did not have a material impact upon the Company's financial
position or results of operations.  Goodwill is tested for
impairment annually in the fourth quarter, or earlier if events
occur which require an impairment analysis be performed.  As a
result of the actions taken by Metropolitan in the fourth quarter
of 2002 as described in Note 1 to the financial statements, the
Company, with the assistance of an independent appraisal firm,
performed an impairment test of its goodwill and determined that
its goodwill was not impaired.  In addition, in the first quarter
of 2003, the Company, with the assistance of an independent
appraisal firm, performed its annual impairment test of goodwill
and determined its goodwill was not impaired.

     (5)  DEFERRED TAX ASSETS AND VALUATION ALLOWANCES.  To date,
we have had a history of net operating losses as we have not
generated significant revenue from our water development programs
and Sun World had experienced losses from its agricultural
operations. As such, we have generated significant deferred tax
assets, including large net operating loss carry forwards for
federal and state income taxes for which we have a full valuation
allowance. Management is currently working on initiatives at
Cadiz that are designed to generate future taxable income,
although there can be no guarantee that this will occur. As
taxable income is generated, some portion or all of the valuation
allowance will be reversed and an increase in net income would
consequently be reported in future years.

(E)  NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the Financial Accounting Standards Board
(FASB) issued Statement of

                                Page 31

     Financial Accounting Standard (SFAS) No. 145, which rescinds
FASB Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debt, FASB Statement No. 44, Accounting
for Intangible Assets of Motor Carriers, and FASB Statement
No. 64, Extinguishments of Debt Made to Satisfy Sinking
Fund Requirements as well as amends FASB No. 13, to make various
technical various corrections.   The Statement is effective for
financial statements issued after May 15, 2002.  The adoption of
this standard did not have a material impact on the Company's
financial position or results of operations.

     In June 2002, the FASB issued Statement of Financial
Accounting Standards No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("SFAS 146"), which addresses
financial accounting and reporting for costs associated with exit
or disposal activities and supersedes Emerging Issues Task Force
("EITF") Issue 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146
requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred.
Under EITF Issue 94-3, a liability for an exit cost as defined in
EITF Issue 94-3 was recognized at the date of an entity s
commitment to an exit plan. SFAS 146 also establishes that the
liability should initially be measured and recorded at fair
value. The Company adopted the provisions of SFAS 146 effective
January 1, 2003 and such adoption did not have a material impact
on the consolidated financial statements.

     In November 2002, the FASB issued Interpretation No. 45,
Guarantor s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees and Indebtedness of
Others ("FIN 45"). FIN 45 elaborates on the disclosures to be
made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it
has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. The Company
adopted the disclosure provisions of FIN 45 during the fourth
quarter of 2002 and the recognition provisions of FIN 45
effective January 1, 2003. Such adoption did not have a material
impact on the consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148, Accounting
for Stock-Based Compensation-Transition and Disclosure-an
amendment of SFAS No. 123. This Statement amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect
of the method used on reported results. The amendments to
Statement 123 in paragraphs 2(a)-2(e) of this Statement shall be
effective for financial statements for fiscal years ending after
December 15, 2002. Earlier application of the transition
provisions in paragraphs 2(a)-2(d) is permitted for entities with
a fiscal year ending prior to December 15, 2002, provided that
financial statements for the 2002 fiscal year have not been
issued as of the date this Statement is issued. Early application
of the disclosure provisions in paragraph 2(e) is encouraged. The
amendment to Statement 123 in paragraph 2(f) of this Statement
and the amendment to Opinion 28 in paragraph 3 shall be effective
for financial reports containing condensed financial statements
for interim periods beginning after December 15, 2002. The
adoption of SFAS No. 148 did not have a material impact on its
financial position or results of its operations.

     In January 2003, FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"). In
general, a variable interest entity is a corporation,
partnership, trust or any

                                Page 32

other legal structure used for business purposes that either
(a) does not have equity investors with voting rights or (b) has
equity investors that do not provide sufficient financial resources
for the entity to support its activities. FIN 46 requires certain
variable interest entities to be consolidated by the primary
beneficiary of the entity if the investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties.
The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003. The
Company adopted the provisions of FIN 46 effective February 1,
2003 and such adoption did not have an impact on its consolidated
financial statements since it currently has no variable interest
entities. In December 2003, the FASB issued FIN 46R with respect
to variable interest entities created before January 31, 2003,
which among other things, revised the implementation date to the
first year or interim period ending after March 15, 2004, with
the exception of Special Purpose Entities ( SPE). The
consolidation requirements apply to all SPE s in the first year
or interim period ending after December 15, 2003. The Company's
adoption of the provisions of FIN 46R is not expected to have a
material impact on its consolidated financial statements.

     In April 2003, FASB issued Statement of Financial Accounting
Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends
and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities under SFAS 133. SFAS 149 is effective for
contracts and hedging relationships entered into or modified
after June 30, 2003. The Company adopted the provisions of SFAS
149 effective June 30, 2003 and such adoption did not have an
impact on its consolidated financial statements since the Company
has not entered into any derivative or hedging transactions.

     In May 2003, FASB issued Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of
both debt and equity and requires an issuer to classify the
following instruments as liabilities in its balance sheet:

  *  a financial instrument issued in the form of shares that is
     mandatorily redeemable and embodies an unconditional
     obligation that requires the issuer to redeem it by
     transferring its assets at a specified or determinable date or
     upon an event that is certain to occur;

  *  a financial instrument, other than an outstanding share,
     that embodies an obligation to repurchase the issuer s equity
     shares, or is indexed to such an obligation, and requires the
     issuer to settle the obligation by transferring assets; and

  *  a financial instrument that embodies an unconditional
     obligation that the issuer must settle by issuing a variable
     number of its equity shares if the monetary value of the
     obligation is based solely or predominantly on (1) a fixed
     monetary amount, (2) variations in something other than the
     fair value of the issuer s equity shares, or (3) variations
     inversely related to changes in the fair value of the issuer s
     equity shares.

     In November 2003, FASB issued FASB Staff Position No. 150-3
which deferred the effective dates for applying certain
provisions of SFAS 150 related to mandatorily redeemable
financial instruments of certain non-public entities and certain
mandatorily redeemable non-controlling interests for public and
non-public companies. For public entities, SFAS 150 is effective
for mandatorily redeemable financial instruments entered into or
modified after May 31, 2003 and is effective for all other
financial instruments as of the first interim period beginning

                                Page 33

after June 15, 2003. For mandatorily redeemable non-controlling
interests that would not have to be classified as liabilities by
a subsidiary under the exception in paragraph 9 of SFAS 150, but
would be classified as liabilities by the parent, the
classification and measurement provisions of SFAS 150 are
deferred indefinitely. The measurement provisions of SFAS 150 are
also deferred indefinitely for other mandatorily redeemable non-
controlling interests that were issued before November 4, 2003.
For those instruments, the measurement guidance for redeemable
shares and non-controlling interests in other literature shall
apply during the deferral period. The Company adopted the
provisions of SFAS 150 effective June 30, 2003, and such adoption
did not have an impact on our consolidated financial statements.

     In March 2004, the consensus of Emerging Issues Task Force (EITF)
Issue No. 03-06, Participating Securities and the Two-Class Method
under FASB Statement 128, was published.  EITF Issue No. 03-06
addresses the computations of earnings per share by companies that
have issued securities other than common stock that contractually
entitle the holder to participate in dividends and earnings of the
company.  Further guidance on the application and allocations of the
two-class method of calculating earnings per share is also included.
The provisions of EITF Issue No. 03-06 will be effective for reporting
periods beginning after March 31, 2004.  The adoption of this guidance
is not expected to have significant impact on the Company's financial
results of operations and financial position.

(F)  OFF BALANCE SHEET ARRANGEMENTS

     Cadiz does not have any off balance sheet arrangements at
this time other than the guarantee of Sun World's first mortgage
notes (as discussed in "(g)" below).

(G)  CERTAIN KNOWN CONTRACTUAL OBLIGATIONS

                                   PAYMENTS DUE BY PERIOD
CONTRACTUAL                LESS THAN
OBLIGATIONS         TOTAL   1 YEAR    1-3 YEARS  4-5 YEARS  AFTER 5 YEARS
-----------         -----   ------    ---------  ---------  -------------

Cadiz Inc.
----------

Long term debt
 obligations (A)  $  35,000  $    -   $  35,000   $     -     $       -

Operating leases        262     112         150         -             -
                  ---------  ------   ---------   -------     ---------
                  $  35,262  $  112   $  35,150   $     -     $       -
                  =========  ======   =========   =======     =========

(A)  Cadiz long-term debt included in the table above reflects
the debt restructuring which occurred in December 2003 as
described above in Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operation; Liquidity and
Capital Resources; Cadiz Obligations.

      In April 1997, Sun World issued $115 million of Series A First
Mortgage Notes through a private placement.  The notes have
subsequently been exchanged for Series B First Mortgage Notes,
which are registered under the Securities Act of 1933 and are
publicly traded.  The First Mortgage Notes are secured by a first
lien (subject to certain permitted liens) on substantially all of
the assets of Sun World and its subsidiaries other than growing
crops, crop inventories and accounts receivable and proceeds
thereof, which secure the Revolving Credit Facility.  With the
entering into the DIP Facility as described in Note 9, the note
holders now have a second position on substantially all of the
Company's assets for so long as the DIP Facility is outstanding.
The First Mortgage Notes

                                Page 34

mature April 15, 2004, but are redeemable at the option of Sun World,
in whole or in part, at any time prior to the maturity date.  The
First Mortgage Notes include covenants that do not allow for the
payment of dividends by the Company other than out of cumulative
net income.

     The First Mortgage Notes are also secured by the guarantees
of Coachella Growers, Inc., Sun Desert, Inc., Sun World/Rayo, and
Sun World International de Mexico S.A. de C.V. (collectively, the
"Sun World Subsidiary Guarantors") and by Cadiz.  Cadiz also
pledged all of the stock of Sun World as collateral for its
guarantee. The guarantees by the Sun World Subsidiary Guarantors
are full, unconditional, and joint and several.  Sun World and
the Sun World Subsidiary Guarantors comprise all of the direct
and indirect subsidiaries of the Company other than
inconsequential subsidiaries.


ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	We are exposed to market risk from changes in interest rates
on long-term debt obligations that impact the fair value of these
obligations. Our policy is to manage interest rates
fair values by year of scheduled maturities to evaluate the
expected cash flows and sensitivity to interest rate changes (in
thousands of dollars). Circumstances could arise which may cause
interest rates and the timing and amount of actual cash flows to
differ materially from the schedule below:

                                  LONG-TERM DEBT
                -------------------------------------------------------
EXPECTED        FIXED RATE     AVERAGE     VARIABLE RATE     AVERAGE
MATURITY        MATURITIES  INTEREST RATE    MATURITIES   INTEREST RATE
--------        ----------  -------------    ----------   -------------

Cadiz Inc.
  2005           $  35,000       12.0%       $       -         $  -
                 =========       =====       =========         ====

     Cadiz long-term debt included in the table above reflects
the debt restructuring which occurred in December 2003 as
described above in Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operation; Liquidity and
Capital Resources; Cadiz Obligations.

     Cadiz has guaranteed the First Mortgage Notes issued by Sun
World as described in Item 7(g) above.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is submitted in
response to Part IV below. See the Index to Consolidated
Financial Statements.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISLCOSURE

     Not applicable.

                                Page 35

ITEM 9A.  CONTROLS AND PROCEDURES

     We carried out an evaluation, under the supervision and with
the participation of our management, including our Chairman,
Chief Executive Officer and Chief Financial Officer (Principal
Executive and Financial Officer), of the effectiveness of the
design and operation of our disclosure controls and procedures as
of December 31, 2003. As of the date of that evaluation, our Chairman,
Chief Executive Officer and Chief Financial Officer concluded that
these disclosure controls and procedures are effective in timely
alerting him to material information relating to Cadiz (including
our consolidated subsidiaries) required to be included in our periodic
Securities and Exchange Commission filings. There was no significant
change in our internal control over financial reporting that occurred
during the most recent fiscal quarter that materially affected,
or is reasonably likely to affect, our internal control over
financial reporting, and no corrective actions with regard to
significant deficiencies or weaknesses.


                            PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Name                   Age       Position with Cadiz
     ----                   ---       -------------------

     Keith Brackpool         47       Chairman of the Board,
                                      President, Chief Executive and
                                      Financial Officer

     Murray H. Hutchison     66       Director

     Timothy J. Shaheen      44       Director and President
                                      and Chief Executive Officer of
                                      Sun World International, Inc.

     Geoffrey Arens          40       Director

     Gregory Ritchie         40       Director

     Richard E. Stoddard     53       CEO and Chairman of the
                                      Board of Managers of Cadiz
                                      Real Estate LLC


     Keith Brackpool is a founder of Cadiz, has served as a
member of Cadiz' Board of Directors since September 1986, and has
served as President and Chief Executive Officer of Cadiz since
December 1991. Mr. Brackpool assumed the role of Chairman of the
Board of Cadiz on May 14, 2001, and the role of Chief Financial
Officer on May 19, 2003. Mr. Brackpool has also been a principal
of 1334 Partners L.P., a partnership that owns commercial real
estate from 1989 to present.

     Murray H. Hutchison was appointed a director of Cadiz in
June 1997. He is also a member of the Board of Managers (an LLC's
functional equivalent of a Board of Directors) of Cadiz'
subsidiary, Cadiz Real Estate LLC. In his capacity as a manager
of the LLC he performs essentially the same duties on behalf of
the LLC as he would as an outside director for a corporation.
Since his retirement in 1996 from International Technology
Corporation, a publicly traded diversified environmental
management company, Mr. Hutchison has been self-employed

                                Page 36

with his business activities involving primarily the management of
an investment portfolio. From 1976 to 1994, Mr. Hutchison served as
Chief Executive Officer and Chairman of International Technology.
Mr. Hutchison currently serves as a director of Jack in the Box,
Inc., a publicly traded fast food restaurant chain. Additionally,
Mr. Hutchison serves as Chairman of the Huntington Hotel
Corporation, a privately owned hotel and office building, and as
a director of several other non-publicly traded U.S. companies.

     Timothy J. Shaheen was appointed a director of Cadiz in
March 1999. Mr. Shaheen has also served as the President, Chief
Executive Officer and a director of Cadiz' wholly-owned
subsidiary, Sun World International, Inc., since September 1996.
Mr. Shaheen has 18 years of experience in the produce industry
and is active on several industry advisory committees. Prior to
joining Sun World, he served as a senior executive with Albert
Fisher North America, a publicly traded domestic and
international produce company from 1989 to 1996. While with
Albert Fisher, Mr. Shaheen also served as director of its
Canadian produce operations and as a director of Fresh Western
Marketing, one of the largest growers and shippers of fresh
vegetables in the Salinas Valley of California. Prior to his
employment with Albert Fisher, Mr. Shaheen has seven years of
experience with the accounting firm of Ernst & Young LLP. Mr.
Shaheen is a certified public accountant.  As described more
fully in "Item 1 Description of Business - General Development of
Business" above, Sun World and its domestic subsidiaries filed
for bankruptcy on January 30, 2003.

     Geoffrey Arens was appointed a director of Cadiz on January
30, 2004 as a nominee of ING pursuant to the rights of ING as
holder of Cadiz' Series F preferred stock. Mr. Arens has been
with ING since 1995 and is the co-Head of ING's Strategic Trading
Platform Americas group and as such is responsible for that
group's global proprietary investing business. He is also CEO of
ING Capital Advisors, LLC, a registered investment advisor
specializing in the management of leveraged loan assets for large
institutional clients. In addition to his Board duties at Cadiz,
Mr. Arens also serves on the Board of Directors of ING Capital
Management, Ltd., and California Coastal Communities, Inc.

     Gregory Ritchie was appointed a director of Cadiz on March
25, 2004 as a nominee of ING pursuant to the rights of ING as
holder of Cadiz' Series F preferred stock. Mr. Ritchie has been
with ING since 1995 and is a Managing Director and the co-head of
ING's Strategic Trading Platform and as such is responsible for
the group's global proprietary investing business. He is also
head of the Strategic Trading Platform's Equities team.

     Richard E. Stoddard serves as CEO and Chairman of the Board
of Managers of Cadiz Real Estate LLC, the subsidiary of Cadiz,
directing the development of the Cadiz Groundwater Storage
Program and the other Cadiz real estate assets.  In addition,
since 1988,  Mr. Stoddard has served as the Chairman and CEO of
Kaiser Ventures LLC, an unrelated  public entity involved in
water development, real estate development and waste management
projects in southern California.  Mr. Stoddard also serves as a
general business consultant to Cadiz.

     The certificate of designation for our Series F preferred
stock provides that the holder(s) of the Series F preferred stock
(currently ING) have the right to elect two members of the Board
of Directors.

     Directors of Cadiz hold office until the next annual meeting
of stockholders or until their successors are elected and
qualified. There are no family relationships between any
directors or current officers of Cadiz. Officers serve at the
discretion of the Board of Directors.

                                Page 37

     The Board of Directors has determined that Mr. Hutchison, a
member of the Company's Audit Committee, is an "audit committee
financial expert" as that term is defined in Item 401(h) of
Regulation S-K under the Securities Act. The other members of the
Audit Committee are Messrs. Arens and Ritchie. The Board has
determined that Messrs. Hutchison, Arens and Ritchie are
independent in accordance with the criteria and guidelines
established by Nasdaq.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our directors and
executive officers, and persons who beneficially own more than
10% of a registered class of our equity securities ("reporting
persons"), to file with the SEC initial reports of ownership and
reports of changes in ownership of common stock and other equity
securities of Cadiz. Reporting persons are required by the SEC
regulations to furnish Cadiz with copies of all Section 16(a)
forms they file. We have filed these forms on behalf of some of
our directors and officers in the past and have a power of
attorney to assist certain of them in the future. To Cadiz'
knowledge, based solely on a review of the copies of reports and
amendments thereto on Forms 3, 4 and 5 furnished to us by
reporting persons and forms that we filed on behalf of certain
directors and officers, during, and with respect to, Cadiz'
fiscal year ended December 31, 2003, and on a review of written
representations from reporting persons to Cadiz that no other
reports were required to be filed for such fiscal year, and all
Section 16(a) filing requirements applicable to Cadiz' directors,
executive officers and greater than 10% beneficial owners during
such period were satisfied in a timely manner.

CODE OF ETHICS

     Cadiz has adopted a code of ethics that applies to all of
its employees, including its principal executive and financial
officer. A copy of the code of ethics may be found on Cadiz'
website at www.cadizinc.com.  Other information on this website
is not incorporated as part of this filing.

                                Page 38

ITEM 11.  EXECUTIVE COMPENSATION

     The tables and discussion below set forth information about
the compensation awarded to, earned by, or paid to Cadiz' chief
executive and financial officer during the years ended December
31, 2003, 2002 and 2001.

SUMMARY COMPENSATION TABLE
                                                          OTHER LONG-TERM
                        ANNUAL COMPENSATION(2)          COMPENSATION AWARDS
                        ----------------------          -------------------
NAME AND            FISCAL                         RESTRICTED STOCK  ALL OTHER
PRINCIPAL POSITION  YEAR(1)   SALARY      BONUS      AWARDS(3)(4)  COMPENSATION

Keith Brackpool   12/31/03  $ 288,461  $ 200,000(5)    $  -0-      $ 850,000(6)
 President and
 Chief Executive  12/31/02    500,000    233,124          -0-             -0-
 and Financial
 Officer          12/31/01    500,000         -0-         -0-             -0-

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

   (1) The information presented in this table is for the years
       ended December 31, 2003, 2002 and 2001. The executive
       officer for whom compensation has been disclosed for the
       year ended December 31, 2003, is the only executive officer
       of Cadiz as of December 31, 2003. No other executive officer
       received total salary or bonus exceeding $100,000 during the
       year ended December 31, 2003.

   (2) No column for "Other Annual Compensation" has been included
       to show compensation not properly categorized as salary or
       bonus, which consisted entirely during each fiscal year of
       perquisites and other personal benefits, because the
       aggregate amounts did not exceed the lesser of either
       $50,000 or 10% of the total of annual salary and bonus
       reported for Mr. Brackpool for each fiscal year. See
       "Employment Arrangements" below.

   (3) 1,616 and 615 deferred stock units were granted to Mr.
       Brackpool in May 2000 and February 2001, respectively, as
       part of his bonus for the preceding calendar year. These
       deferred stock units vested three years from the date of
       issuance and therefore 1,616 and 615 shares of common stock
       were issued to him in 2003 and 2004 accordingly. The 1,616
       deferred stock unit grant was exchanged in March 2003 for
       1,616 shares of common stock valued at $4,040 (based upon a
       $2.50 sale price per share on the expiration date). Mr.
       Brackpool's 615 deferred stock units outstanding at December
       31, 2003 (based upon the Pink Sheets closing sales price per
       share of $5.10 on that date) were valued at $3,136. Upon
       their vesting in February 2004, the Company's Board of
       Directors authorized the buyout of the tax withholding
       portion of Mr. Brackpool's deferred stock units and he was
       issued 370 shares valued at $4,637 including the tax
       withholding amount (based upon a $7.54 closing sale price
       per share on the expiration date).

   (4) Deferred stock units, which were fully vested but could not
       be exchanged for shares of common stock without restrictions
       until March 31, 2003, were issued to Mr. Brackpool in March
       2001 in exchange for fully vested and expiring options in
       amounts equaling the value of the expiring options in excess
       of their exercise price. Mr. Brackpool exchanged 12,000
       expiring stock options in March 2001 for 5,415 deferred
       stock units and was issued shares of common stock upon the
       exercise of the deferred stock units on March 31, 2003 for a
       net value of $13,538 (based upon a $2.50 sale price per
       share on that date).

   (5) This bonus was paid to Mr. Brackpool in February 2004 for
       services completed in the preceding calendar year.  Mr.
       Brackpool was provided the opportunity to receive the bonus
       in cash or shares of common stock valued at $2.50 per share
       and elected to receive his compensation in stock.

   (6) Mr. Brackpool received an aggregate $850,000 due to the
       termination of his previous employment agreement without
       cause and foregone salary, as described more fully in
       "Employment Arrangements" below.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION VALUES
                                            NUMBER OF      VALUE OF
                                            UNEXERCISED    UNEXERCISED
                                            OPTIONS AT     OPTIONS AT
                                            FY-END(#)      FY-END($)
             SHARES ACQUIRED     VALUE      EXERCISABLE/   EXERCISABLE/
NAME           ON EXERCISE(#)  REALIZED($)  UNEXERCISABLE  UNEXERCISABLE(1)
----           --------------  -----------  -------------  ----------------

Keith Brackpool      -0-          -$0-      80,000(2)/-0-      -$0-/-$0-

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

   (1) Based upon the Pink Sheets closing sales price per
       share of Cadiz common stock at December 31, 2003 which
       was $5.10.

                                Page 39

   (2) These options expired without exercise on
       January 15, 2004.


COMPENSATION OF DIRECTORS

     In the fiscal year 2003, Messrs. Anthony Coelho, Murray H.
Hutchison and Dwight W. Makins each received cash compensation
for their services as directors of Cadiz in the amount of $6,250
for each of the first and fourth quarter. For the second and
third quarters, each director received an aggregate of 4,000
shares of Cadiz common stock valued at $2.50 per share for their
services as directors during those periods. Messrs. Coelho and
Makins served as directors in 2003 until their resignations which
were effective December 15, 2003. Mr. Philip R. Burnaman II
joined the Cadiz Board of Directors for a brief period in January
2003 at the nomination of ING, however, he resigned within a
month and did not receive any compensation from Cadiz for his
services.

     Messrs. Brackpool, Shaheen, Arens and Ritchie do not receive
any compensation from Cadiz for serving as directors of Cadiz or
Sun World.  Mr. Hutchison will receive $25,000 per year in
accordance with his agreement with Cadiz for services as a
director.

EMPLOYMENT ARRANGEMENTS

     Until February 1, 2003, Mr. Brackpool was employed pursuant
to an Employment Agreement which provided for base compensation
of $500,000 annually plus an annual incentive based bonus not to
exceed 120% of his base compensation. This agreement provided
that in the event of a material change or reduction in Mr.
Brackpool's responsibilities, he would be entitled to terminate
the agreement and continue to receive base compensation for the
remainder of the term of the agreement, and also provided that
Mr. Brackpool would be entitled to continue to receive base
salary and a deemed bonus equal to 60% of base salary in the
event of any other termination of the agreement by Cadiz company
other than for cause.

     Subsequent to February 1, 2003, Cadiz failed to make
payments of base compensation to Mr. Brackpool as and when
required under this agreement, thereby giving Mr. Brackpool the
right to terminate the agreement, which was effectively
terminated as of February 1, 2003. In accordance with the
termination provisions of the agreement governing termination
without cause, Mr. Brackpool became entitled to receive payment
of $800,000.

     This $800,000 payment was made to Mr. Brackpool as part of
an overall settlement of obligations arising under a $1 million
loan entered into by Mr. Brackpool with Cadiz on July 5, 2002.
See "Item 13.  Certain Relationships and Related Transactions",
below.  This overall settlement with Mr. Brackpool was made
effective July 5, 2003, by way of a corresponding reduction in
Mr. Brackpool's obligations to Cadiz under the loan.  This
reduction, along with cash payments by Mr. Brackpool in the
amount of $181,013 and an application of $50,000 of accrued but
unpaid compensation owed by Cadiz to Mr. Brackpool under his post
February 1, 2003 employment arrangements with Cadiz, resulted in
the settlement in full by Mr. Brackpool of his obligations under
this loan.

     Notwithstanding the agreed termination of Mr. Brackpool's
existing employment agreement as of February 1, 2003, and
notwithstanding Mr. Brackpool's right to collect termination
payments pursuant to that agreement without continuing to provide
services to Cadiz following that date, Cadiz had and continues to
have a need for Mr. Brackpool's services subsequent to February
1, 2003. However, given our then existing circumstances and
limited financial resources, we agreed that it was necessary to
change certain of Mr. Brackpool's duties and responsibilities and
to materially reduce his compensation.

                                Page 40

     To this end, effective as of the first pay period after
February 1, 2003 Mr. Brackpool has been compensated pursuant to
an Agreement Regarding Employment pursuant to which Mr. Brackpool
receives base compensation of $20,000 per month, plus the same
fringe benefits that Mr. Brackpool had been receiving under his
prior employment agreement, including the use of a leased
automobile and life and disability insurance benefits funded by
us. While this Agreement requires Mr. Brackpool to perform his
services in a satisfactory manner, it does not require that his
services be provided on a full-time basis.  Although the initial
term of the Agreement Regarding Employment ended September 30,
2003, Mr. Brackpool continues to provide services to us upon the
terms and conditions set forth in this Agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      During the year ended December 31, 2003, all decisions
 concerning executive officer compensation were made by the
 Compensation Committee of the Board of Directors. The members
 of the Compensation Committee were Messrs. Hutchison
 (Chairman), Makins and Coehlo until the resignation of Messrs.
 Makins and Coehlo effective December 15, 2003, all of whom were
 non-employee directors. No meetings of the Compensation
 Committee were held after December 15, 2003 through the end of
 the fiscal year 2003.

 BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      The Board of Directors has formed a Compensation Committee
 which is responsible for reviewing and establishing the
 compensation payable to Cadiz' executive officers, including
 the President and Chief Executive Officer. For executive
 officers other than the President and Chief Executive Officer,
 the Committee establishes compensation levels based, in part,
 upon the recommendations of the President and Chief Executive
 Officer.

     The Compensation Committee has furnished the following
 report on executive compensation:(1)

     Cadiz' executive compensation programs are designed to
     enhance operating performance and to maximize the long-
     term value of Cadiz' assets and stockholder value, by
     aligning the financial interest of the executive
     officers with those of the stockholders. Such a
     compensation program helps to achieve Cadiz' business
     and financial objectives and provide incentives needed
     to attract and retain well-qualified executives in a
     highly competitive marketplace. To this end, Cadiz has
     developed a compensation program with three primary
     components: base salary, performance-based cash awards
     and long-term incentives through stock awards.

     BASE SALARY.  An effort is made to establish base
     salary levels for all executive officers so as to be
     competitive with the salaries of executives of other
     companies with similarly sized asset portfolios and to
     ensure the continued services of key individuals. No
     specific or set formula has been used to tie base
     salary levels to precise measurable factors.
     Adjustments to an executive officer's base salary, once
     established, can be made at the discretion of the
     Compensation Committee, based upon such factors as
     position and responsibility, salary history and cost of
     living increases.

     Where applicable, the Compensation Committee may also
     consider the past

                                Page 41

     performance of the officer, both in adjusting base salary
     levels and in determining additional incentive compensation,
     such as the cash awards and long term incentives discussed
     below.

     PERFORMANCE-BASED CASH AWARDS.  The Compensation
     Committee believes that incentives should be offered to
     executives which are related to improvements in
     performance that yield increased value for
     stockholders. Although the Compensation Committee
     relies primarily upon the grant of incentive stock
     options or other stock awards to reward executive
     performance (see "Long-Term Incentives" below), under
     certain circumstances, the Compensation Committee will
     utilize performance-based cash awards from time to time
     to provide additional incentives.

     As Chairman and Chief Executive Officer of Cadiz, Mr.
     Brackpool is charged with the overall responsibility
     for the performance of Cadiz. Mr. Brackpool is
     compensated pursuant to a written agreement effective
     as of February 1, 2003 which reduced his base salary to
     50% of its previous amount. It is intended within the
     terms of the agreement that Mr. Brackpool and Cadiz
     mutually attempt to negotiate a new employment
     agreement setting forth the terms and conditions of his
     employment. Historically, the Compensation Committee
     has established bonus compensation for Mr. Brackpool
     pursuant to criteria established in his employment
     agreement. Since a new agreement is not yet in place at
     this time, the Compensation Committee separately
     granted Mr. Brackpool a performance-based bonus of
     $200,000 (which Mr. Brackpool could elect to receive in
     stock or cash) upon the successful completion of the
     refinancing of Cadiz in December 2003. This bonus was
     paid to Mr. Brackpool in February 2004.

     LONG-TERM INCENTIVES.  The primary form of incentive
     compensation offered by Cadiz to executives consists of
     long-term incentives in the form of stock options or
     other stock awards. This form of compensation is
     intended to help retain executives and motivate them to
     improve Cadiz' long-term performance and hence long-
     term stock market performance. Stock options and other
     stock awards are granted at the prevailing market value
     and will only have added value if Cadiz' stock price
     increases.

     The Compensation Committee views the grant of stock
     awards as both a reward for past performance and an
     incentive for future performance. Stock options or
     other stock awards granted by Cadiz may vest
     immediately upon grant, with the passage of time, at
     the discretion of the Board, and/or upon the
     achievement of certain specific performance goals.
     Where performance is not readily measurable, the
     vesting of performance based options or other stock
     awards may be dependent upon the satisfaction of
     subjective performance criteria.

     Options previously granted by Cadiz, whether vesting
     immediately or contingently, are exercisable for a
     period of five to seven years from grant. The
     Compensation Committee anticipates that options or
     stock awards will continue to be granted in the future
     in order to provide executives with additional long-
     term incentives. Such options and stock awards may be
     granted to executives pursuant to the Cadiz 1996 Stock
     Option Plan or 2000 Stock Award Plan.

     Due to the difficult circumstances which Cadiz and its
     subsidiaries have faced in the past year, however, all
     stock options granted under the three existing plans
     have become virtually worthless and a majority of them
     have expired within the last year without exercise.
     Therefore, the Compensation Committee, Board of

                                 Page 42

     Directors, management and our senior secured lender
     have agreed upon the implementation of a proposed
     Management Equity Incentive Plan with a total of
     1,472,051 shares authorized which would provide
     incentive to senior management in a going-forward
     manner. The Board formed an initial allocation
     committee made up of Messrs. Brackpool, Hutchison, and
     Stoddard (a consultant to Cadiz), to direct the initial
     allocation of 717,373 of these shares, 1/3 of which
     will vest on the date of the grant.  The remaining two-
     thirds will vest in two equal installments on December 11,
     2004 and December 11, 2005 (subject to continued employment
     or immediate vesting upon termination without cause). It
     is intended that the remaining 754,678 shares covered by
     the incentive plan are issuance pursuant to the direction
     of, and upon such vesting and other conditions as may
     be established by, the Compensation Committee.

     DEDUCTIBILITY OF CERTAIN EXECUTIVE COMPENSATION
     EXPENSES UNDER FEDERAL TAX LAWS

     The Compensation Committee has considered the impact of
     provisions of the Internal Revenue Code of 1986,
     specifically Code Section 162(m). Section 162(m) limits
     to $1 million Cadiz' deduction for compensation paid to
     each executive officer of Cadiz, which does not qualify
     as "performance based".

     While Cadiz expects that this provision will not limit
     its tax deductions for executive compensation in the
     near term, the Cadiz 1996 Stock Option Plan ?enables
     Cadiz to comply, to the extent deemed advisable, with
     the requirements of Section 162(m) for performance
     based compensation to insure that Cadiz will be able to
     avail itself of all deductions otherwise available with
     respect to awards made under the 1996 Stock Option
     Plan. However, any shares of stock issued to executives
     under the Cadiz 2000 Stock Award Plan and Management
     Equity Incentive Plan will not qualify as performance-
     based compensation and, therefore, will be counted in
     determining whether the $1 million limit has been
     reached.

     CONCLUSION

     Through the programs described above, a very
     significant portion of Cadiz' executive compensation is
     contemplated to be linked directly to corporate
     performance. The Compensation Committee intends to
     implement this policy of linking executive compensation
     to corporate performance in order to continue to align
     the interest of executives with those of Cadiz'
     stockholders.

                              THE COMPENSATION COMMITTEE

                              Murray H. Hutchison, Chairman


_______________________________
(1) This report shall not be deemed incorporated by reference by
any general statement incorporating by reference this annual
report on Form 10-K into any filing under the Securities Act of
1933, except to the extent that Cadiz specifically incorporates
this report by reference, and shall not otherwise be deemed filed
under such acts.

                                Page 43

STOCK PRICE PERFORMANCE

     The stock price performance graph below compares the
cumulative total return of Cadiz common stock against the
cumulative total return of the Standard & Poor's Small Cap 600
Nasdaq U.S. index and the Russell 2000r index for the past five
fiscal years. The graph indicates a measurement point of December
31, 1998 and assumes a $100 investment on such date in Cadiz
common stock, the Standard & Poor's Small Cap 600 and the Russell
2000r indices. With respect to the payment of dividends, Cadiz
has not paid any dividends on its common stock, but the Standard
& Poor's Small Cap 600 and the Russell 2000r indices assume that
all dividends were reinvested. The stock price performance graph
shall not be deemed incorporated by reference by any general
statement incorporating by reference this annual report on Form
10-K into any filing under the Securities Act of 1933, as
amended, except to the extent that Cadiz specifically
incorporates this graph by reference, and shall not otherwise be
deemed filed under such acts.


             COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                Assumes initial investment of $100.00
                    and re-investment of dividends
------------------------------------------------------------------------------
         12/31/98    12/31/99    12/31/00    12/31/01    12/31/02    12/31/03

Cadiz      100      124.59016   117.21311   105.18033    7.2131148  2.6754098
 Share
 Value

Russell    100      119.62034   114.59143   115.76927    90.788226   131.9817
 2000
 Index
 Value

S&P Small  100      168.53272   187.10804   197.83572   167.53579    230.41922
 Cap Index
 Value

                                Page 44

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information as of December 31, 2003
with respect to shares of our common stock that may be issued
under our existing compensation plans:

EQUITY COMPENSATION PLAN INFORMATION

               Number of securities   Weighted-securities   Number of securities
                 to be issued upon     exercise price of    remaining available
                   exercise of           outstanding       for future issuance
               outstanding options,    options, warrants        under equity
               warrants and rights        and rights        compensation plans
                                                           (excluding securities
                                                               reflected in
                                                                column (a))
Plan Category          (A)                   (B)                    (C)
-----------------------------------------------------------------------------
Equity               40,202                $   184.66              35,756
compensation
plans
approved by
stockholders(1)

Equity               16,500(2)             $   228.30(2)        1,487,611(3)
compensation
plans not
approved by
stockholders

TOTAL                56,702                $   197.36           1,507,807(4)

(1)  Represents 37,450 shares for the Cadiz Inc. 1996 Stock Option Plan
     and 2,752 shares for the Cadiz Inc. 2000 Stock Award Plan.
(2)  Represents the Cadiz Inc. 1998 Stock Option Plan
(3)  Represents 15,560 shares for the 1998 Stock Option Plan and
     1,472,051 shares for the Management Equity Incentive Plan
(4)  There is a cumulative cap on the 1996 Stock Option Plan, the
     1998 Stock Option Plan and the 2000 Stock Award Plan of
     160,000 shares.

STOCK OPTION AND AWARD PLANS IN GENERAL

      The purpose of Cadiz' stock option and award plans is to
provide incentives to attract, retain and motivate eligible
persons whose present and potential contributions are important
to the success of Cadiz and its subsidiaries and affiliates, by
offering them an opportunity to participate in Cadiz future
performance through awards of options, restricted stock grants
and other similar stock awards.
1996 Stock Option Plan

     In 1996, our board of directors and stockholders approved
the adoption of the Cadiz Inc. 1996 Stock Option Plan (the "1996
Plan") to provide incentives to key employees of Cadiz and its
subsidiaries. Under the 1996 Plan, stock options may be granted
to directors, officers, employees, consultants, independent
contractors and advisors of Cadiz or its subsidiaries or
affiliates.

     The 1996 Plan is administered by a committee of the Board or
the Board acting as the committee. Grants under the Plan may
consist of: (i) options intended to qualify as incentive

                                Page 45

stock options ("ISOs") within the meaning of the Internal Revenue Code
of 1986, as amended (the "Code"), (ii) so-called "non-qualified
stock options" ("NQSOs") that are not intended to so qualify, or
(iii) a combination thereof. Directors who are not employees of
the Company will be entitled to receive only NQSOs under the
Plan.

     The 1996 Plan permits the governing committee to grant
options either as ISOs or as NQSOs, and allows the committee to
establish, as to any participant, the number of options, exercise
price, exercise term (subject to a maximum of ten years), and
other terms and conditions. Subject to the foregoing, the option
exercise price may not be less than 85% of the fair market value
of a share of Cadiz common stock on the date of grant of such
option; however, in the case of an ISO, the price shall be no
less than 100% of the fair market value of a share of Common
Stock at the time such option is granted; and in the case of an
ISO granted to a 10% stockholder, the exercise price will be no
less than 110% of the fair market value of the common stock on
the date of grant. Upon a "change in control" (as defined in the
1996 Plan), the Board has the right to accelerate vesting of all
options so that they become exercisable within the 30-day period
preceding the change in control.

     The Board may amend or terminate the Plan at any time;
provided, however, that the Board may not, without the approval
of stockholders, amend the Plan in any manner that requires such
stockholder approval pursuant to the Code or pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
or Rule 16b-3 thereunder. According to its terms, the 1996 Plan
will terminate 10 years from its effective date.

     Originally, 120,000 shares of common stock were reserved and
authorized for issuance under the 1996 Plan. An additional 40,000
shares (for an aggregate of 160,000 shares) were subsequently
authorized for issuance, however, the reservation and
authorization of 160,000 shares is cumulative of all three of
Cadiz' stock option and award plans. Shares subject to a grant or
award under the 1996 Plan which are not issued or delivered by
reason of the failure to vest or the expiration, termination,
cancellation or forfeiture are again available for future grants
and awards. As of December 31, 2003, 35,756 shares remained
available for grant under the 1996 Plan (subject to the
cumulative cap for issuance under all three stock option and
award plans).

1998 STOCK OPTION PLAN

     In 1998, the Board approved a Non-Qualified Stock Option
Plan (the "1998 Plan") to provide grants of stock options to
certain employees, consultants, independent contractors and
advisors of Cadiz or its subsidiaries and affiliates, but
excluding any directors or officers including those who would be
required to file reports of beneficial ownership pursuant to the
Exchange Act.

     The 1998 Plan is administered by a committee of the Board
or the Board acting as the committee. It permits the governing
committee to establish, as to any participant, the number of
options, exercise price, exercise term (subject to a maximum of
ten years), and other terms and conditions, however, the Board's
general intent with the plan is to grant options at an exercise
price equal to the fair market value of Cadiz common stock at the
time of grant, which options vest ratably over a five-year period
subject to vesting acceleration for a change in control of the
Company or the Board's determination of satisfaction of certain
specified performance criteria.

                                Page 46

     The Board may amend or terminate the Plan at any time;
provided, however, that the Board may not, with respect to any
particular option grant, without the consent of the holder of
that outstanding option, amend or terminate such option or
materially adversely affect the rights of the holder under such
option. According to its terms, the 1998 Plan will terminate 10
years from its effective date.

     31,700 shares are reserved and authorized for issuance under
the 1998 Plan, which amount may be decreased by the cumulative
cap of 160,000 for issuance under all three stock option and
award plans. Shares subject to a grant or award under the 1998
Plan which are not issued or delivered by reason of the failure
to vest or the expiration, termination, cancellation or
forfeiture are again available for future grants and awards. As
of December 31, 2003, 15,560 shares remained available for grant
under the 1998 Plan (subject to the cumulative cap for issuance
under all three stock option and award plans).

2000 STOCK AWARD PLAN

     In 2000, our board of directors and stockholders approved
the adoption of the Cadiz Inc. 2000 Stock Award Plan (the "2000
Plan") to add additional forms of stock awards (i.e., restricted
stock, deferred stock units, stock bonus and stock awards in lieu
of cash) to the currently available stock option grants to
provide incentives to key employees of Cadiz and its subsidiaries
without as significant a dilutive effect on the stockholders.
Under the 2000 Plan, stock options may be granted to certain
directors, officers, employees, consultants, independent
contractors and advisors of Cadiz or its subsidiaries and
affiliates.

     The 2000 Plan is administered by a committee of the Board
or the Board acting as the committee. It permits the governing
committee to establish, as to any participant, the number and
type of options, stock awards, deferred stock units, stock
bonuses or the like, exercise price, exercise term (subject to a
maximum of ten years), and other terms and conditions. A change
in control of the Company shall accelerate the vesting of
outstanding, but unvested, stock awards under the 2000 Plan.

     The Board may amend or terminate the Plan at any time;
provided, however, that the Board may not, without the approval
of stockholders, amend the Plan in any manner that requires such
stockholder approval pursuant to the Code or pursuant to the
Exchange Act or Rule 16b-3 thereunder. Further, the Board may
not, with respect to any particular stock grant, without the
consent of the holder of that outstanding grant, amend or
terminate such grant or materially adversely affect the rights of
the holder under such grant. According to its terms, the 2000
Plan will terminate 10 years from its effective date.

     40,000 shares are reserved and authorized for issuance under
the 2000 Plan, which amount may be decreased by the cumulative
cap of 160,000 for issuance under all three stock option and
award plans. Shares subject to a grant or award under the 2000
Plan which are not issued or delivered by reason of the failure
to vest or the expiration, termination, cancellation or
forfeiture are again available for future grants and awards. As
of December 31, 2003, 10,596 shares remained available for grant
under the 2000 Plan (subject to the cumulative cap for issuance
under all three stock option and award plans).

                                Page 47

MANAGEMENT EQUITY INCENTIVE PLAN

     In December 2003, concurrently with the completion of the
restructuring of our financing arrangements with ING, our board
of directors authorized the adoption of a Management Equity
Incentive Plan (the "Incentive Plan"). Under the Incentive Plan,
a total of 1,472,051 shares of our common stock may be granted to
our key personnel. Our Board has formed an initial allocation
committee to direct the initial allocation of 717,373 of these
shares. This initial allocation committee consists of Mr.
Hutchison (as Chairman of the Compensation Committee), Mr.
Brackpool and Mr. Richard Stoddard (a consultant to Cadiz). The
Board has authorized the initial allocation committee to award
all or part of the initial allocation shares to key personnel
(including members of such committee) without further approval of
the Board. Any initial allocation shares so granted will be
subject to vesting conditions. One-third of the shares granted
will vest immediately on the date of the grant.  The remaining
two-thirds will vest in two equal installments on December 11, 2004
and December 11, 2005 (subject to continued status of the recipient
as an employee or consultant to Cadiz as of the respective vesting
date, but also subject to immediate vesting in full of any
theretofore unvested shares upon any termination without cause).

     The 754,678 shares covered by the Incentive Plan which are
not part of the initial allocation are issuable pursuant to the
direction of, and upon such vesting and other conditions as may
be established by, the Compensation Committee.

     As of September 30, 2004, no shares have been issued under the
Incentive Plan.

                                Page 48

BENEFICIAL OWNERSHIP

     The following table sets forth, as of September 15, 2004, the
ownership of common stock of Cadiz by each stockholder who is
known by Cadiz to own beneficially more than five percent of the
outstanding common stock, by each director, by each executive
officer listed in the summary compensation table above, and by
all directors and executive officers as a group excluding, in
each case, rights under options or warrants not exercisable
within 60 days. All persons named have sole voting power and
investment power over their shares except as otherwise noted.

CLASS OF COMMON STOCK

                                AMOUNT AND NATURE OF      PERCENT
  NAME AND ADDRESS              BENEFICIAL OWNERSHIP      OF CLASS
  ----------------              --------------------      --------
  ING Groep N.V.                    1,828,429(1)           21.9%
  ING Capital LLC
  Amstelveenseweg 500
  1081 KL Amsterdam

  SACC Partners LP                    634,699(2)            9.6%
  Riley Investment Management
  LLC
  B. Riley & Co. Inc.
  B. Riley & Co. Retirement
  Trust
  11100 Santa Monica Blvd.,
  Suite 800
  Los Angeles, CA  90025

  FMR Corp.					  602,806(8)            9.1%
  82 Devonshire Street
  Boston, MA  02109

  Bedford Oak Partners, L.P.          601,500(4)            9.1%
  Bedford Oak Capital, L.P.
  Bedford Oak Offshore
  100 South Bedford Road
  Mt. Kisco, NY 10549

  Lloyd Miller MILGRAT I              501,400(3)            7.6%
  Lloyd I. Miller Fund C
  Lloyd Miller A4 Trust
  Lloyd Miller MILFAM II
  4550 Gordon Drive
  Naples, FL  34102-7914

  Morgan Stanley & Co. International  339,603(5)            5.1%
   Limited
  1585 Broadway
  New York, NY  10036

  Keith Brackpool                     127,223(6)            1.9%
  c/o 777 S. Figueroa St.,
  Suite 4250
  Los Angeles, CA 90017

  Timothy J. Shaheen                   10,109                 *
  c/o 777 S. Figueroa St.,
  Suite 4250
  Los Angeles, CA 90017

  Murray Hutchison                      6,490(7)              *
  c/o 777 S. Figueroa St.,
  Suite 4250
  Los Angeles, CA 90017

  Geoffrey Arens                            0                 *
  c/o 777 S. Figueroa St.,
  Suite 4250
  Los Angeles, CA 90017

  Gregory Ritchie                       1,000                 *
  c/o 777 S. Figueroa St.,
  Suite 4250
  Los Angeles, CA 90017

  All directors and officers          144,822(6)(7)
  as a group
  (seven individuals)

-----------------------------------------------------------------
 *  Represents less than one percent of the 6,612,665
    outstanding shares of common stock of Cadiz as of March 31, 2004

                                Page 49

                CLASS OF SERIES F PREFERRED STOCK

                           AMOUNT AND NATURE OF      PERCENT
NAME AND ADDRESS           BENEFICIAL OWNERSHIP      OF CLASS
----------------           --------------------      --------
ING Groep N.V.                  100,000(1)             100%
ING Capital LLC
Amstelveenseweg 500
1081 KL Amsterdam

 (1) Based upon a Schedule 13D filed on February 2, 2004 with the
     SEC by ING Groep N.V. on behalf of its wholly-owned subsidiary
     ING Capital LLC, and based on Cadiz corporate records, the ING
     entities beneficially own 100,000 shares of Cadiz Series F
     Preferred Stock and have sole voting and dispositive power as to
     all of the shares. The preferred stock held by ING is initially
     convertible into 1,728,955 shares of Cadiz common stock. In
     addition to the preferred stock, ING holds 99,474 shares of Cadiz
     common stock, 94,000 of which were issued at the end of 2003 upon
     ING's exercise of warrants, and ING has sole voting and
     dispositive power as to the common stock. The principal office of
     ING Capital LLC is located at 1325 Avenue of the Americas, New
     York, NY  10019.

 (2) Based upon a Schedule 13G filed on May 12, 2004 with the SEC
     by SACC Partners LP and its affiliated entities, Cadiz
     corporate records of stock issuances and correspondence with
     Mr. Riley, the listed affiliated entities beneficially own
     an aggregate of 634,699 shares of Cadiz common stock, and
     have sole voting and dispositive power of the stock.

 (3) Based upon a Schedule 13G filed on May 17, 2004 with the SEC
     by Lloyd I. Miller, III, Cadiz corporate records of stock
     issuances and correspondence with Mr. Miller, the listed
     affiliated entities beneficially own an aggregate of 501,400
     shares of Cadiz common stock.  Mr. Miller has sole voting
     power of 300,000 of the shares, and sole dispositive power
     of 100,000 of the shares.  The remaining shares beneficially
     owned by Mr. Miller are subject to shared voting and
     dispositive power.

 (4) Based upon a Schedule 13G filed on September 8, 2004 with the SEC,
     Cadiz corporate records of stock issuances and correspondence with
     Bedford Oak, the listed related funds beneficially own an aggregate
     of 339,603 shares of Cadiz common stock.

 (5) Based upon a Schedule 13G filed on February 18, 2004 with the SEC
     by Morgan Stanley & Co. International Limited and its affiliated
     entities, Cadiz corporate records of stock issuances and correspondence
     with Morgan Stanley, Morgan Stanley has shared voting rights and shared
     dispositive power over an aggregate of 339,603 shares of Cadiz
     common stock.

 (6) Includes 2,000 shares owned by a foundation of which Mr.
     Brackpool is a trustee, but in which Mr. Brackpool has no
     economic interest and 2,000 shares owned by his separated
     spouse. Mr. Brackpool disclaims any beneficial ownership of
     the 4,000 shares owned by the foundation and his spouse.

 (7) Includes 1,490 shares underlying presently exercisable
     options.

 (8) Based upon a Schedule 13G files on October 14, 2004 with the SEC
     by FMR Corp. and its affiliated entities, Cadiz corporate records
     of stock issuances and correspondence with FMR Corp., the listed
     affiliated entities beneficially own an aggregate of 602,806 shares
     of Cadiz common stock, and have sole voting and dispositive power of
     the stock.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On July 5, 2002, we entered into an agreement with Keith
Brackpool, our Chief Executive Officer, whereby we agreed to loan
him up to $1 million. The loan had a term of one year and bore an
interest rate of 6% per annum. As of December 31, 2002, the
maximum $1 million amount of the loan was outstanding. The loan
was repaid in full by Mr. Brackpool in 2003 at the expiration of
the loan term.

                                Page 50

     Our loan with Mr. Brackpool was intended to be structured
with terms no more favorable than those which Mr. Brackpool would
have been able to obtain from unrelated third parties, and the
loan agreement therefore provided for the loan to be secured by
collateral with a value of at least 133% of the outstanding loan
amount. Initially, the loan was secured by a portion of Mr.
Brackpool's otherwise unencumbered equity holdings in our stock.
In November 2002 Mr. Brackpool provided additional security for
the loan in the form of a pledge of a portion of Mr. Brackpool's
interests in a real estate limited partnership.

     This loan was authorized by our Board in May 2002. We were
then nearing final votes on the various approvals needed for the
Cadiz Program, and both the company and our executives were the
subject of intense media interest. At the same time, Mr.
Brackpool required a source of funds to satisfy personal
obligations incurred by him in 1999 in order to finance his
purchase that year, for $5.25 million, of 750,000 of our shares
upon the exercise of previously issued stock options. Our Board
was concerned that the publicity accompanying a public sale of
Cadiz stock by Mr. Brackpool, regardless of the reasons for the
sale, at a time when the outcome of voting on the Cadiz Program
was not certain would significantly impair our ability to obtain
the approvals we needed. Given the importance to us of the Cadiz
Program, the Board approved the loan so as to provide Mr.
Brackpool with funds without selling any of his Cadiz
shareholdings in the public markets.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     For the fiscal years ended December 31, 2003 and 2002,
professional services were performed by PricewaterhouseCoopers
LLC (PwC). Cadiz' audit committee annually approves the
engagement of outside auditors for audit services in advance. The
audit committee has also established complementary procedures to
require pre-approval of all audit-related, tax and permitted non-
audit services provided by PwC, and to consider whether the
outside auditors' provision of non-audit services to Cadiz is
compatible with maintaining the independence of the outside
auditors. The audit committee may delegate pre-approval authority
to one or more of its members. Any such fees pre-approved in this
manner shall be reported to the audit committee at its next
scheduled meeting. All services described below were pre-approved
by the audit committee.

     All fees for services rendered by PwC aggregated $296,050
and $307,726 for the fiscal years ended December 31, 2003 and
2002, respectively, and were composed of the following:

     Audit Fees.  The aggregate fees billed for the audit of the
annual financial statements for the fiscal years ended December
31, 2003 and 2002, for reviews of the financial statements
included in the Company's Quarterly Reports on Form 10Q, and for
assistance with and review of documents filed with the SEC were
$296,050 for 2003 and $246,500 for 2002.

     Audit Related Fees.  The aggregate fees billed for audit-
related services for the fiscal years ended December 31, 2003 and
2002 were $0 and $48,976, respectively. These fees
relate to assurance and related services performed by PwC that
are reasonably related to the performance of the audit or review
of the Company's financial statements. These services include
attest services that are not required by statute or regulation,
internal control reviews and consultations concerning financial
accounting and reporting matters.

     Tax Fees.  Fees billed for tax services for the fiscal years
ended December 31, 2003 and 2002 were $0 and $12,250, respectively.

                                Page 51

     All Other Fees.  No other fees were billed The aggregate fees
billed by PwC to Cadiz for services other than as discussed above
for the fiscal years ended December 31, 2003 and 2002.

                                Page 52

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K

     (A)  1.   Financial Statements.  See Index to Consolidated
Financial Statements.

          2.   Financial Statement Schedules.  See
               Index to Consolidated Financial Statements.

          3.   Exhibits.

     The following exhibits are filed or incorporated by
reference as part of this Form 10-K.

        3.1  Cadiz Certificate of Incorporation, as
             amended(1)

        3.2  Amendment to Cadiz Certificate of
             Incorporation dated November 8, 1996(2)

        3.3  Amendment to Cadiz Certificate of
             Incorporation dated September 1, 1998(3)

        3.4  Amendment to Cadiz Certificate of
             Incorporation dated December 15, 2003

        3.5  Certificate of Elimination of Series D
             Preferred Stock, Series E-1 Preferred Stock and
             Series E-2 Preferred Stock of Cadiz Inc. dated
             December 15, 2003

        3.6  Certificate of Elimination of Series A Junior
             Participating Preferred Stock of Cadiz Inc., dated
             March 25, 2004

        3.7  Certificate of Designations of Series F
             Preferred Stock of Cadiz Inc. dated December 15,
             2003

        3.8  Cadiz Bylaws, as amended (4)

        4.1  Indenture, dated as of April 16, 1997 among
             Sun World as issuer, Sun World and certain
             subsidiaries of Sun World as guarantors, and IBJ
             Whitehall Bank & Trust Company as trustee, for the
             benefit of holders of 11.25% First Mortgage Notes
             due 2004 (including as Exhibit A to the Indenture,
             the form of the Global Note and the form of each
             Guarantee)(5)

        4.2  Amendment to Indenture dated as of October 9,
             1997(6)

        4.3  Amendment to Indenture dated as of January 23,
             1998(7)

        4.4  Preferred Stock Exchange Agreement, dated
             October 20, 2003, by and among Cadiz Inc., OZ
             Master Fund, Ltd. and OZF Credit Opportunities
             Master Fund, Ltd.

        10.1 Cadiz Inc. 1996 Stock Option Plan(4)

        10.2 Amendment to the Cadiz Inc. 1996 Stock Option
             Plan(10)

                                Page 53

        10.3 Amended and Restated Cadiz Inc. 1998 Non-
             Qualified Stock Option Plan(15)

        10.4 Cadiz Inc. 2000 Stock Award Plan(8)

        10.5 Security Agreement between Cadiz Inc. and
             Keith Brackpool dated July 5, 2002(9)

        10.6 Pledge Agreement between Keith Brackpool
             and Cadiz Inc. dated November 2002(10)

        10.7 Agreement Regarding Employment Between Cadiz
             Inc. and Keith Brackpool dated July 5, 2003(11)

        10.8 Agreement Regarding Satisfaction of Note
             Obligations Between Cadiz Inc. and Keith Brackpool
             dated July 5, 2003(11)

        10.9 Employment Agreement dated September 13, 1996
             between Sun World International, Inc., Cadiz Inc.
             and Timothy J. Shaheen(12)

       10.10 Sixth Amended and Restated Credit
             Agreement, dated as of December 15, 2003, among
             Cadiz Inc., Cadiz Real Estate LLC, and ING Capital
             LLC, as Administrative Agent, and the lenders party
             thereto

       10.11 Sixth Global Amendment Agreement, dated
             as of December 15, 2003, between Cadiz Inc., Cadiz
             Real Estate LLC, and ING Capital LLC

       10.12 ING Capital LLC Amended and Restated Tranche A Note in
             principal amount of $25 million

       10.13 ING Capital LLC Amended and Restated Tranche B Note in
             principal amount of $10 million

       10.14 Limited Liability Company Agreement of Cadiz Real
             Estate LLC dated December 11, 2003

       10.15 The Cadiz Groundwater Storage and Dry-
             Year Supply Program Definitive Economic Terms and
             Responsibilities between Metropolitan Water
             District of Southern California and Cadiz dated
             March 6, 2001(13)

       10.16 Sun World-Bondholder-Cadiz Term Sheet and
             Agreement in Principle, dated as of October 13,
             2003, by and among Cadiz, Sun World International,
             Inc. and its debtor affiliates, and Black Diamond
             Capital Management, L.L.C. and CFSC Wayland
             Advisers, Inc. and their respective affiliates

       10.17 Sun World Noteholder Trust Agreement,
             dated December 15, 2003, by and among Cadiz Inc.,
             Logan & Company, as Trustee, Black Diamond Capital
             Management, L.L.C. on behalf of its affiliates, and
             CFSC Wayland Advisers, Inc.

       10.18 Assignment of Claims, dated December 15,
             2003, by Cadiz Inc. and the Sun World Noteholder
             Trust

                                Page 54

       10.19 Pledge Agreement, dated as of December
             12, 2003, by and between Cadiz Inc., as Pledgor,
             and Sun World Noteholder Trust, as Secured Party

       10.20 Agreement re Closing of "Sun World-
             Bondholder-Cadiz Term Sheet and Agreement in
             Principle", dated as of November 24, 2003, by and
             between Cadiz Inc. and Black Diamond Capital
             Management, L.L.C. and CFSC Wayland Advisers, Inc.
             and their respective affiliates

       10.21 Mutual General Release, dated December
             15, 2003 by and between Cadiz Inc., and Sun World
             International, Inc., Sun Desert Inc., Coachella
             Growers and Sun World/Rayo

       10.22 Resolution of the Directors of Cadiz Inc.,
             authorizing the Management Equity Incentive Plan.

        21.1 Subsidiaries of the Registrant

        31.1 Certification of Keith Brackpool, Chairman,
             Chief Executive Officer and Chief Financial Officer
             of Cadiz Inc. pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002

        32.1 Certification of Keith Brackpool, Chairman,
             Chief Executive Officer and Chief Financial Officer
             of Cadiz Inc. pursuant to 18 U.S.C. Section 1350,
             as adopted pursuant to Section 906 of the Sarbanes-
             Oxley Act of 2002

---------------------------
          (1)  Previously filed as an Exhibit to our Registration
               Statement of Form S-1 (Registration No. 33-75642)
               declared effective May 16, 1994 filed on February
               23, 1994
          (2)  Previously filed as an Exhibit to our Report on
               Form 10-Q for the quarter ended September 30, 1996
               filed on November 14, 1996
          (3)  Previously filed as an Exhibit to our Quarterly
               Report on Form 10-Q for the quarter ended
               September 30, 1998 filed on November 13, 1998
          (4)  Previously filed as an Exhibit to our Quarterly
               Report on Form 10-Q for the quarter ended June 30,
               1999 filed on August 13, 1999
          (5)  Previously filed as an Exhibit to Amendment No. 1
               to our Form S-1 Registration Statement No. 333-
               19109 filed on April 29, 1997
          (6)  Previously filed as an Exhibit to Amendment No. 2
               to Sun World's Form S-4 Registration Statement No.
               333-31103 filed on October 14, 1997
          (7)  Previously filed as an Exhibit to our Annual
               Report on Form 10-K for the fiscal year ended
               December 31, 1997 filed on March 26, 1998
          (8)  Previously filed as Appendix A to our Proxy
               Statement dated April 5, 2000, filed on March 29,
               2000
          (9)  Previously filed as an Exhibit to our Quarterly
               Report on Form 10-Q for the quarter ended
               September 30, 2002 filed on November 14, 2002
          (10) Previously filed as an Exhibit to our Annual
               Report on Form 10-K for the year ended December
               31, 2002 filed concurrently with this Annual
               Report on Form 10-K
          (11) Previously filed as an Exhibit to our Report on
               Form 10-Q for the quarter ended September 30, 2003
               filed concurrently with this Annual Report on Form
               10-K
          (12) Previously filed as an Exhibit to our Transition
               Report on Form 10-K for

                                Page 55

               the nine months ended December 31, 1996 filed on
               April 14, 1997
          (13) Previously filed as an Exhibit to our Annual
               Report on Form 10-K for the year ended December
               31, 2001 filed on March 28, 2002.

     (B)  REPORTS ON FORM 8-K

     We filed a report on Form 8-K dated December 17, 2003
reporting numerous transactions involved with the comprehensive
refinancing of the Company, extension of the Company's senior
debt, exchange of its pre-existing preferred stock into shares of
common stock, divestiture of its agricultural subsidiary and the
implementation of a one for 25 reverse stock split.

                                Page 56

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereto duly authorized.

                              CADIZ INC.

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

                                 Date:  November 1, 2004

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in the
capacities and on the dates indicated.

     NAME AND POSITION                            DATE
     -------------------                          ----



/s/  Keith Brackpool                            November 1, 2004
--------------------------------------------            ---
Keith Brackpool, Chairman and Chief Executive
and Financial Officer
(Principal Executive, Financial and Accounting Officer)


/s/  Murray H. Hutchison                        November 1, 2004
--------------------------------------------            ---
Murray H. Hutchison, Director


/s/  Timothy J. Shaheen                         November 1, 2004
--------------------------------------------            ---
Timothy J. Shaheen, Director


/s/  Geoffrey Arens                             November 1, 2004
--------------------------------------------            ---
Geoffrey Arens, Director


/s/  Gregory Ritchie                            November 1, 2004
--------------------------------------------            ---
Gregory Ritchie, Director

                                Page 57


CADIZ INC. FINANCIAL STATEMENTS
-------------------------------
                                                          Page

Report of Independent Registered Public Accounting Firm. . . . 59

Consolidated Statement of Operations for the three years ended
December 31, 2003. . . . . . . . . . . . . . . . . . . . . . . 60

Consolidated Balance Sheet as of December 31, 2003 and 2002. . 61

Consolidated Statement of Cash Flows for the three years ended
December 31, 2003. . . . . . . . . . . . . . . . . . . . . . . 63

Consolidated Statement of Stockholders' Equity for the three
years ended December 31, 2003 . . . . . . . . . . . . . . . . .65

Notes to the Consolidated Financial Statements. . . . . . . . .67


CADIZ INC. FINANCIAL STATEMENT SCHEDULES
----------------------------------------

Schedule I - Condensed Financial Information of Registrant for
the three years ended December 31, 2003. . . . . . . . . . . .104

Schedule II - Valuation and Qualifying Accounts for the three
years ended December 31, 2003. . . . . . . . . . . . . . . . .108


SUN WORLD INTERNATIONAL, INC. FINANCIAL STATEMENTS
--------------------------------------------------

Report of Independent Registered Public Accounting Firm. . . .109

Consolidated Statement of Operations for the three years
ended December 31, 2003. . . . . . . . . . . . . . . . . . . .110

Consolidated Balance Sheet as of December 31, 2003 and 2002. .111

Consolidated Statement of Cash Flows for the three years ended
December 31, 2003. . . . . . . . . . . . . . . . . . . . . . .112

Consolidated Statement of Stockholder's Equity for the three
years ended December 31, 2003. . . . . . . . . . . . . . . . .113

Notes to the Consolidated Financial Statements. . . . . . . . 114


(Schedules other than those listed above have been omitted since
they are either not required, inapplicable, or the required
information is included on the financial statements or notes
thereto.)

                                Page 58




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Cadiz Inc.

     In our opinion, the accompanying consolidated balance sheet
and the related consolidated statements of operations, cash flows
and stockholders' equity present fairly, in all material
respects, the financial position of Cadiz Inc. and its
subsidiaries at December 31, 2003 and 2002, and the results of
their operations and their cash flows for each of the three years
in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of
America.  In addition, in our opinion, the financial statement
schedules listed in the index appearing under Item 15(a)(2)
present fairly, in all material respects, the information set
forth therein when read in conjunction with the related
consolidated financial statements.  These financial statements
and financial statement schedules are the responsibility of the
Company's management; our responsibility is to express an opinion
on these financial statements and financial statement schedules
based on our audits.  We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting
Oversight Board (United States).  These standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     As discussed in Note 2 to the accompanying financial
statements, the Company incurred losses of approximately $11.5
million and $22.2 million in 2003 and 2002, respectively, and
used cash for operating activities of $6.6 million and $10.1
million in 2003 and 2002, respectively.  In addition, the
Company's wholly-owned subsidiary, Sun World International, Inc.,
and certain of its subsidiaries ("Sun World") filed voluntary
petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code on January 30, 2003.  Management of Sun
World continues to operate as debtor-in-possession until a Plan
of Reorganization is approved by its creditors and confirmed by
the Bankruptcy Court.  The Company's and Sun World's objectives
in regard to this matter are also discussed in Note 2.  The
accompanying consolidated financial statements have been prepared
using accounting principles applicable to a going concern, which
assumes realization of assets and settlement of liabilities in
the normal course of business.  The matters described above and
the uncertainties inherent in the bankruptcy process raise
substantial doubt about the Company's ability to continue as a
going concern.  The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

/s/  PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP


Los Angeles, California
September 18, 2004

                                Page 59


                                CADIZ INC.

                  CONSOLIDATED STATEMENT OF OPERATIONS

------------------------------------------------------------------------
                                          Three Year Ended December 31,
(In thousands, except per share data)      2003       2002        2001
------------------------------------------------------------------------

Revenues                                 $   3,162  $ 114,250  $  92,402
Special litigation recovery                      -          -      7,929
                                         ---------  ---------  ---------

 Total revenues and special
  litigation recovery                        3,162    114,250    100,331
                                         ---------  ---------  ---------

Costs and expenses:
 Cost of sales                               2,965     86,356     79,108
 General and administrative                  5,235     16,953     12,913
 Write off of investment in subsidiary         195          -          -
 Reorganization costs                          655          -          -
 Non-recurring compensation expense              -          -      5,537
 Removal of underperforming crops                -      4,514        736
 Depreciation and amortization                 743      7,480      8,151
                                         ---------  ---------  ---------

 Total costs and expenses                    9,793    115,303    106,445
                                         ---------  ---------  ---------

Operating loss                              (6,631)    (1,053)    (6,114)

Interest expense, net                        4,905     21,172     19,551
                                         ---------  ---------  ---------

Net loss before income taxes               (11,536)   (22,225)   (25,665)

Income tax expense                               -          -         57
                                         ---------  ---------  ---------

Net loss                                   (11,536)   (22,225)   (25,722)

Less:  Preferred stock dividends               918      1,125        591
       Imputed dividend on
        preferred stock                      1,600        984        441
                                         ---------  ---------  ---------

Net loss applicable to common stock      $ (14,054) $ (24,334) $ (26,754)
                                         =========  =========  =========
Basic and diluted net loss per share     $   (6.39) $  (16.76) $  (18.66)
                                         =========  =========  =========

Weighted-average shares outstanding          2,200      1,452      1,434
                                         =========  =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 60



                                CADIZ INC.

                        CONSOLIDATED BALANCE SHEET

------------------------------------------------------------------------
                                                      December 31,
($ in thousands)                                    2003       2002
------------------------------------------------------------------------
ASSETS

Current assets:
Cash and cash equivalents                         $   3,422  $   3,229
Accounts receivable, net                                  -      6,732
Note receivable from officer                              -      1,022
Inventories                                               -     13,513
Prepaid expenses and other                              248      1,166
                                                  ---------  ---------
  Total current assets                                3,670     25,662


Property, plant, equipment and water
 programs, net                                       39,514    154,928
Goodwill                                              3,813      3,813
Restricted cash                                       2,142          -
Other assets                                            387      7,480
                                                  ---------  ---------

                                                  $  49,526  $ 191,883
                                                  =========  =========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                 $     857  $   7,394
 Accrued liabilities                                  1,545      6,816
 Revolving credit facility                                -      4,400
 Long-term debt, current portion                          -     41,019
                                                  ---------  ---------

  Total current liabilities                           2,402     59,629

Long-term debt                                       30,253    115,447
Deferred income taxes                                     -      5,447
Other liabilities                                       654      1,539

Contingencies (Note 16)

Series D redeemable convertible preferred stock
 - $0.01 par value:
  5,000 shares authorized; shares issued and
  outstanding - none at December 31, 2003 and
  5,000 at December 31, 2002                              -      4,536

Series E-1 and E-2 redeemable convertible
 preferred stock - $0.01 par value:
  7,500 shares authorized; shares issued and
  outstanding - none at December 31, 2003 and
  7,500 at December 31, 2002                              -      6,406

Stockholders' equity:
 Series F convertible preferred stock - $.01
  par value:
  100,000 shares authorized; shares issued and
  outstanding - 100,000 at December 31, 2003		    1          -
 Common stock - $0.01 par value:
  70,000,000 shares authorized; shares issued
  and outstanding 6,471,385 at December 31, 2003
  and 1,458,659 at December 31, 2002                     65         15

                                Page 61

Additional paid-in capital                          184,974    156,151
Accumulated deficit                                (168,823)  (157,287)
                                                  ---------  ---------
  Total stockholders' equity                         16,217     (1,121)
                                                  ---------  ---------

                                                  $  49,526  $ 191,883
                                                  =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 62



                                CADIZ INC.

                  CONSOLIDATED STATEMENT OF CASH FLOWS

------------------------------------------------------------------------
                                             Year Ended December 31,
($ in thousands)                           2003       2002       2001
------------------------------------------------------------------------

Cash flows from operating activities:
 Net loss                               $ (11,536) $ (22,225) $ (25,722)
 Adjustments to reconcile net loss to
  net cash used for operating activities:
   Depreciation and amortization            1,602     13,241     11,664
   Write off of investment in subsidiary      195          -          -
   Stock issued for services                  550          -          -
   Compensation paid through settlement
    of note receivable from officer		    841          -          -
   Interest paid in common stock               12          -          -
   Loss (gain) on disposal of assets           43        346       (421)
   Removal of underperforming crops             -      4,514        736
   Land received in litigation recovery         -          -     (2,000)
   Shares of KADCO stock earned for
    services                                    -     (1,250)    (1,250)
   Compensation charge for deferred
    stock units                               152        579        566
   Non-recurring compensation expense           -          -      5,537
   Accrued interest on note receivable
    from officer                                -        (22)         -
   Changes in operating assets and
    liabilities:
     Decrease (increase) in accounts
      receivable                            1,488       (405)     1,557
     Decrease (increase) in
      inventories                          (3,043)    (1,116)     1,830
     Increase in prepaid expenses
      and other                              (112)      (378)      (157)
     Increase (decrease) in accounts
      payable                               1,393     (4,365)     3,858
     (Decrease) increase in accrued
      liabilities                           1,831        633       (551)
     Increase in other liabilities              -        315         51
                                        ---------  ---------  ---------
   Net cash used for operating
    activities                             (6,584)   (10,133)    (4,302)
                                        ---------  ---------  ---------

Cash flows from investing activities:
 Deconsolidation of subsidiary             (1,019)         -          -
 Additions to property, plant
  and equipment                              (140)      (638)    (1,583)
 Additions to water programs                    -       (643)    (1,359)
 Additions to developing crops               (231)    (2,176)    (3,124)
 Proceeds from disposal of property,
  plant and equipment                           -      2,463        452
 Loan to officer                              181     (1,000)         -
 Increase in restricted cash               (2,142)         -          -
 Decrease (increase) in other assets         (104)       (95)       154
                                        ---------  ---------  ---------

   Net cash used for investing
    activities                             (3,455)    (2,089)    (5,460)
                                        ---------  ---------  ---------

Cash flows from financing activities:
 Net proceeds from issuance of stock       10,304        764      1,583
 Proceeds from issuance of
  long-term debt                              135          -      7,500
 Financing costs                             (400)         -          -
 Proceeds from convertible
  note payable                                200          -          -
 Net proceeds from short-term
  borrowings                                    -     14,400          -
 Principal payments on long-term debt          (7)      (761)    (1,564)
 Bank overdraft                                 -       (410)       410
                                        ---------  ---------  ---------

   Net cash provided by financing
    activities                             10,232     13,993      7,929
                                        ---------  ---------  ---------

Net increase (decrease) in cash and
 cash equivalents                             193      1,771     (1,833)

Cash and cash equivalents, beginning
 of period                                  3,229      1,458      3,291
                                        ---------  ---------  ---------

                                Page 63

Cash and cash equivalents, end of
 period                                 $   3,422  $   3,229  $   1,458
                                        =========  =========  =========

Non-cash financing and investing activities:

Settlement of note receivable from
 officer                                $     841  $       -  $       -
Common stock issued upon conversion of
 preferred stock				       14,020          -          -
Issuance of preferred stock with loan
 extension                                  5,000          -          -
Issuance of common stock upon conversion
 of note payable                              212          -          -
Exchange of deferred stock units for
 common stock                               1,054         43          -
Payment of preferred stock dividends
 with common stock                              -        908        245

See accompanying notes to the consolidated financial statements.

                                Page 64



                                   CADIZ INC.

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------
For the Years Ended December 31, 2003, 2002 and 2001
($ in thousands)
--------------------------------------------------------------------------------
              PREFERRED STOCK   COMMON STOCK ADDITIONAL                TOTAL
              ---------------   ------------  PAID-IN  ACCUMULATED STOCKHOLDERS'
              SHARES   AMOUNT  SHARES  AMOUNT CAPITAL     DEFICIT     EQUITY
              ------   ------  ------  ------ -------     -------     ------

Balance as of
 December 31,
 2000               -     -  1,426,987  $ 14  $ 143,049  $(109,340)  $  33,723
Exercise of
 stock options
 and stock
 awards             -     -     13,247     -      1,583          -       1,583
Issuance of
 warrants to
 lenders            -     -          -     -      1,435          -       1,435
Payment of
 preferred stock
 dividends
 with common
 stock              -     -        999     -        245          -         245
Preferred stock
 dividend           -     -          -     -       (591)         -        (591)
Non-recurring
 compensation       -     -          -     -      5,537          -       5,537
Stock issued
 in connection
 with Series E-1
 and E-2
 convertible
 preferred
 stock              -     -       1,600     -        320          -         320
Issuance of
 warrants and
 beneficial
 conversion
 feature for
 Series E-1 and
 E-2 convertible
 preferred stock    -     -          -     -      1,614          -       1,614
Imputed dividend
 from warrants
 and deferred
 beneficial
 conversion
 feature            -     -          -     -       (441)         -        (441)
Net loss            -     -          -     -          -    (25,722)    (25,722)
              -------  ----  ---------  ----  ---------  ---------   ---------

Balance as of
 December 31,
 2001               -     -  1,442,833    14    152,751   (135,062)     17,703

Exercise of
 stock options      -     -      5,741     1        763          -         764
Issuances of
 common stock
 to lender          -     -      1,000     -        208          -         208
Beneficial
 conversion
 feature for
 convertible
 notes payable      -     -          -     -        884          -         884
Exchange of
 deferred stock
 units for
 common stock       -     -      3,482     -         43          -          43
Issuance of
 warrants to
 lenders            -     -          -     -      2,703          -       2,703
Payment of
 preferred stock
 dividends with
 common stock       -     -      5,603     -        908          -         908
Preferred stock
 dividend           -     -          -     -     (1,125)         -      (1,125)
Imputed dividend
 from warrants
 and deferred
 beneficial
 conversion
 feature            -     -          -     -       (984)         -        (984)
Net loss            -     -          -     -          -    (22,225)    (22,225)
              -------  ----  ---------  ----  ---------  ---------   ---------

Balance as of
 December 31,
 2002               -     -  1,458,659    15    156,151   (157,287)     (1,121)

                                Page 65

Exchange of
 deferred stock
 units for
 common stock       -     -     26,027     -      1,054          -       1,054
Issuance of
 common stock
 for cash           -     -  4,112,000    41     10,239          -      10,280
Issuance of
 stock to
 lenders            -     -    168,000     2        430          -         432
Issuance of
 common stock
 for services       -     -    128,000     1        279          -         280
Exercise of
 warrants           -     -     94,000     1         23          -          24
Conversion of
 Series D and
 E convertible
 preferred
 stock              -     -    400,000     4     14,016          -      14,020
Conversion of
 convertible
 note payable       -     -     84,699     1        211          -         212
Beneficial
 conversion
 feature of
 note payable       -     -          -     -         90          -          90
Preferred stock
 dividend           -     -          -     -       (918)         -        (918)
Imputed dividend
 from warrants
 and deferred
 beneficial
 conversion
 feature            -     -          -     -     (1,600)         -      (1,600)
Issuance of
 Series F
 convertible
 preferred
 stock        100,000     1          -     -      4,999          -       5,000
Net loss            -     -          -     -          -    (11,536)    (11,536)
              -------  ----  ---------  ----  ---------  ---------   ---------

Balance as
 of December
 31, 2003     100,000  $  1  6,471,385  $ 65  $ 184,974  $(168,823)  $  16,217
              =======  ====  =========  ====  =========  =========   =========

See accompanying notes to the consolidated financial statements.

                                Page 66



                          CADIZ INC.

        NOTES TO THE CONSOLIDATE FINANCIAL STATEMENTS
        =============================================

NOTE 1 - DESCRIPTION OF BUSINESS
--------------------------------

     The Company had agricultural operations through its wholly-
owned subsidiary, Sun World International, Inc. and its
subsidiaries, collectively referred to as "Sun World," and is
developing the water resource segment of its business. With Sun
World's filing of voluntary petitions for relief under Chapter 11
of the Bankruptcy code as further described below, the primary
business of the Company is to acquire and develop water
resources.  The Company has created a complementary portfolio of
assets encompassing undeveloped land with high-quality
groundwater resources and/or storage potential, located
throughout central and southern California with valuable water
rights, and other contractual water rights.  Management believes
that, with both the increasing scarcity of water supplies in
California and an increasing population, the Company's access to
water could provide it with a competitive advantage as a supplier
of water.

     The Company's primary asset consists of three blocks of largely
contiguous land in eastern San Bernardino County, California.
This land position totals approximately 45,000 acres.  Virtually
all of this land is underlain by high-quality groundwater
resources with demonstrated potential for various applications,
including water storage and supply programs, and agricultural,
municipal, recreational and industrial development. Two of the
three blocks of land are located in proximity to the Colorado
River Aqueduct, the major source of imported water for southern
California.  The third block of land is located near the Colorado
River.

     The value of this asset arises from a combination of
considerable population increases and limited water supplies
throughout southern California.  In addition, most of the
population centers in southern California are not located where
significant precipitation occurs requiring the importation of
water from other parts of the state. The Company therefore
believes that a competitive advantage exists for those companies
that possess or can provide high quality, reliable and affordable
water to major population centers.

     Therefore, notwithstanding certain actions taken in 2002 by
the Metropolitan Water District of Southern California
("Metropolitan"), as described below, the Company continues to
expect to be able to use its water resources to participate in a
broad variety of water storage and supply, transfer, exchange and
conservation programs with public agencies and other parties.

     In 1997, the Company commenced discussions with Metropolitan
in order to develop principles and terms for a long-term
agreement for a joint venture water storage and supply program on
and under its desert properties, sometimes referred to as the
"Cadiz Program". Following extensive negotiations with the
Company, in April 2001 Metropolitan's Board of Directors approved
definitive economic terms and responsibilities, which were to
serve as the basis for a final agreement to be executed between
the Company and Metropolitan, subject to the then-ongoing
environmental review process.

     The Cadiz Program would have provided Metropolitan with a
valuable increase in water supply during periods of drought or
other emergencies, as well as greater reliability and flexibility
in operation of its Colorado River Aqueduct. During wet years,
surplus water from the Colorado River would be stored in the
aquifer system underlying Cadiz' land.  When needed,

                                Page 67

the stored water, together with indigenous groundwater, would be
returned to the Colorado River Aqueduct for distribution to
Metropolitan's member agencies throughout six southern California
counties.

     On August 29, 2002, the U.S. Department of Interior approved
the Final Environmental Impact Statement for the Cadiz Program
and issued its Record of Decision, the final step in the federal
environmental review process for the Cadiz Program. The Record of
Decision amends the California Desert Conservation Area Plan for
an exception to the utility corridor element and offered to
Metropolitan a right-of-way grant necessary for the construction
and operation of the Cadiz Program.

     On October 8, 2002, Metropolitan's Board considered
acceptance of the Record of Decision and the terms and conditions
of the right-of-way grant. The Board voted not to adopt
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the Department of
the Interior for the Cadiz Program by a vote of 47.11% in favor
and 47.36% against the recommendation. Instead, the Board voted
for an alternative motion to reject the terms and conditions of
the right-of-way grant and to not proceed with the Cadiz Program
by a vote of 50.25% in favor and 44.22% against.

     Irrespective of Metropolitan's actions, Southern
California's need for water storage and supply programs has not
abated. The Company believes there are several different
scenarios to maximize the value of this water resource, all of
which are under current evaluation.

      The Company believes there are a variety of scenarios under
which the value of the Cadiz Program may be realized.
Exploratory discussions have been initiated with representatives
of governmental organizations, water agencies, and private water
users with regard to their expressed interest in implementation
of the Cadiz Program. Several such discussions have been held
with water agencies that are independently seeking reliability of
supply.  Other discussions have focused on the possibility of
exchanging water stored at the Cadiz Program with water
contractors in other regions in California. In addition, the
current drought within the Colorado River watershed has served as
an impetus to cooperative discussions between states, with the
goal that interstate exchanges and transfers may also become
feasible in the future.

     Because of the Company's long-term relationship with
Metropolitan, the Company also intends to pursue discussions with
the agency in an effort to determine whether there are terms
acceptable to both parties under which the Cadiz Program could be
implemented. With the recent finalization of the Quantification
Settlement Agreement (QSA), an agreement between the Secretary of
the Interior, the State of California, Metropolitan and three
other southern California water agencies quantifying the amount
of water California's Colorado River users could expect on an
annual basis, Metropolitan's Colorado River supplies are now
specified and limited only by the variable volume of flow on the
river.  To meet the growing needs of its service area,
Metropolitan must take advantage of all opportunities to store
available Colorado River water during periods of surplus. With
virtually all environmental permits and approvals in place for
the Cadiz Program, except for those dependent upon Metropolitan's
certification of the Environmental Impact Report (EIR), the
Company believes a partnership with Metropolitan could be renewed
in a timely manner if terms acceptable to both parties were to be
negotiated.

                                Page 68

     Sun World is a large vertically integrated agricultural
company that owns more than 18,000 acres of land, primarily
located in two major growing areas of California: the San Joaquin
Valley and the Coachella Valley.  Fresh produce, including table
grapes, stonefruit, citrus, peppers and watermelons, is marketed
and shipped to food wholesalers and retailers throughout the
United States and to more than 30 foreign countries.  Sun World
owns three cold storage and/or packing facilities in California,
of which two are operated and one is leased to a third party.

    On January 30, 2003, Sun World and certain of its
subsidiaries (Sun Desert Inc., Coachella Growers, and Sun
World/Rayo) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code. The filing was made in the United States
Bankruptcy Court, Central District of California, Riverside
Division.  Sun World sought bankruptcy protection in order to
access a seasonal financing package of up to $40 million to
provide working capital through the 2003-2004 growing seasons.
Under the protection of Chapter 11, the Company is managing its
affairs and operating its business as a debtor-in-possession
while it develops its Plan of Reorganization.  Liabilities
subject to compromise at December 31, 2003 are summarized as
follows (dollars in thousands):

   Accounts payable           $   4,311
   Interest payable               3,795
   Due to parent company         13,500
   Unsecured notes payable        5,000
   Secured notes payable        115,000
                              ---------

    Total                     $ 141,606
                              =========


     As a debtor-in-possession, Sun World is authorized to
continue to operate as an ongoing business, but may not engage in
transactions outside the ordinary course of business without the
approval of the Bankruptcy Court.  Under the Bankruptcy Code,
actions to collect pre-petition indebtedness, as well as most
other pending litigation, are stayed and other contractual
obligations against Sun World may not be enforced.  In addition,
under the Bankruptcy Code, Sun World may assume or reject
executory contracts, including lease obligations.  Parties
affected by these rejections may file claims with the Court in
accordance with the reorganization process.  Absent an order of
the Court, substantially all pre-petition liabilities are subject
to settlement under a plan of reorganization to be voted upon by
creditors and equity holders and approved by the Bankruptcy
Court.

     The four Sun World entities are the joint proponents of the
Debtors' Joint Plan of Reorganization Dated November 24, 2003
(the "Plan").  Under the Plan, which is subject to amendment and
modification, the Reorganized Sun World will continue to operate
as a going concern on and after the Plan's effective date.  The
Plan provides for the restructuring of Sun World's balance sheet
by providing for Sun World to issue equity interests in the
Reorganized Company to the holders of its First Mortgage Notes in
full satisfaction of their mortgage note claims; for the payment
in full of convenience claims and trade claims; and for Sun World
to issue equity interests in the reorganized company to entities
holding certain other unsecured claims in full satisfaction of
those claims.  Exit financing to be provided by an exit lender
under

                                Page 69

the Plan should meet the Company's need for seasonal
financing following the effective date.  The hearing to consider
the adequacy of the disclosure statement accompanying the Plan,
most recently scheduled for June 11, 2004, has been subject to
several postponements and no hearing date is currently scheduled.

     In Sun World's filings with the Bankruptcy Court, Sun World has
reported that it believes that the Plan likely cannot be confirmed
absent the acceptance of the holders of the First Mortgage Notes, in
their capacity as secured creditors.  Sun World has further reported
to the Bankruptcy Court that the holders of the First Mortgage Notes
have not reached a consensus with respect to certain corporate governance
issues relating to the reorganized company, and that they have been
unable to finalize a shareholder agreement term sheet.  In the meantime,
Sun World has, with Bankruptcy Court approval, expanded the scope of its
engagement with Ernst & Young Corporate Finance LLC to include services
related to (i) a sale of substantially all of its assets pursuant to a
motion or a plan or reorganization, and (ii) obtaining an equity investor
and financing under a plan of reorganization and is actively pursuing the
sales/investment process.  Sun World has chosen to delay the preparation
of an amended Plan and disclosure statement and the scheduling of a
disclosure statement hearing date pending the outcome of these most recent
developments.  Sun World's exclusivity period (i.e. the period during which
only Sun World may file a plan of reorganization) currently expires on
December 31, 2004.  The Company cannot predict at this time what changes,
if any, will be made to the Plan as a result of the foregoing or whether
or not the Plan, as amended, will be approved.

     At January 30, 2003, due to the Company's loss of control
over the operations of Sun World, the financial statements are no
longer consolidated with those of Cadiz.  Instead, Cadiz accounts
for its investment in Sun World on the cost basis of accounting.  As
a result, the Company wrote off its net investment in Sun World of
$195 thousand at the Chapter 11 filing date because it does not
anticipate being able to recover its investment.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

BASIS OF PRESENTATION

     The financial statements of the Company have been prepared
using accounting principles applicable to a going concern, which
assumes realization of assets and settlement of liabilities in
the normal course of business. The Company incurred losses of
$11.5 million and $22.2 million in 2003 and 2002, respectively,
had working capital of $1.3 million at December 31, 2003, and
used cash in operations of $6.6 million and $10.1 million in 2003
and 2002, respectively. In addition, Sun World filed for
reorganization under Chapter 11 of the Bankruptcy Code.  The
financial statements of the Company do not purport to reflect or
to provide for all of the consequences of an ongoing Chapter 11
reorganization.  Specifically, but not all-inclusive, the
financial statements of the Company do not present:  (a) the
realizable value of assets on a liquidation basis or the
availability of such assets to satisfy liabilities, (b) the
amount which will ultimately be paid to settle liabilities and
contingencies which may be allowed in the Chapter 11
reorganization, or (c) the effect of changes which may be made
resulting from a Plan of Reorganization.  The appropriateness of
using the going-concern basis is dependent upon,

                                Page 70

among other things, confirmation of a Plan of Reorganization, future
profitable operations, the ability to comply with provisions of
financing agreements and the ability to generate sufficient cash
from operations to meet obligations.

     During the quarter ended June 30, 2003, the Company raised
$1.7 million cash and during the quarter ended December 31, 2003,
$8.6 million in cash through private sales of common stock. Based
on current forecasts, the Company believes it has sufficient
resources to fund normal operations until May 2005. There is
no assurance that additional financing (public or private) will
be available on acceptable terms or at all. If the Company issues
additional equity securities to raise funds, the ownership
percentage of the Company's existing stockholders would be reduced.
New investors may demand rights, preferences or privileges senior to
those of existing holders of common stock. If the Company cannot
raise needed funds, it might be forced to make further
substantial reductions in its operating expenses, which could
adversely affect its ability to implement its current business
plan and ultimately its viability as a company. These financial
statements do not include any adjustments that might result from
these uncertainties.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts
of the Company and those of Sun World until January 30, 2003, at
which date Sun World and certain of its subsidiaries (Sun Desert
Inc., Coachella Growers, and Sun World/Rayo) filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. As
of that date, due to the Company's loss of control over the
operations of Sun World, the financial statements of Sun World
are no longer consolidated with those of Cadiz, but instead,
Cadiz accounts for its investment in Sun World on the cost basis
of accounting.  As a result of changing to the cost basis of
accounting on January 31, 2003, the Company had a net investment
in Sun World of $195,000 consisting of loans and other amounts
due from Sun World of $13,500,000 less losses in excess of
investment in Sun World of $13,305,000.  The Company wrote off
its net investment in Sun World during the quarter ended March 31,
2003 because it does not anticipate being able to recover
its investment.

ONE-FOR-25 REVERSE STOCK SPLIT

     In December 2003, the Company effected a one-for-25 reverse
stock split.  All share and per share information in the
accompanying financial statements have been retroactively
restated to reflect the effect of this stock split.

RECLASSIFICATIONS

     These financial statements reflect certain reclassifications
made to the prior period balances to conform to the current year
presentation.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported

                                Page 71

amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  In preparing these financial statements, management has
made estimates with regard to revenue recognition and the
valuation of inventory, goodwill and other long-lived assets, and
deferred tax assets.  Actual results could differ from those
estimates.

REVENUE RECOGNITION

     Sun World recognizes crop sale revenue upon shipment and
transfer of title to customers.  Packing revenues and marketing
commissions from third party growers are recognized when the
related services are provided.  Proprietary product development
revenues are recognized based upon product sales by licensees.
Project development and management fees are recorded when earned
under the terms of the related agreement.

     Revenues attributable to one national retailer totaled $0.1
million (2.2%) in 2003, $9.6 million (8.4%) in 2002 and $7.9
million (8.5%) in 2001.  Revenues attributable to another national
retailer totaled $.05 million (16.6%) in 2003.  Export sales accounted
for approximately 6.1%, 12.1% and 8.4% of the Company's revenues for
the years ended December 31, 2003, 2002 and 2001, respectively.
Services and license revenues were less than 10% of total revenues for
each of the years in the three-year period ended December 31,
2003.

RESEARCH AND DEVELOPMENT

     Sun World incurs costs to research and develop new varieties
of proprietary products.  Research and development costs are
expensed as incurred.  Such costs were approximately  $183,000
for the month ended January 31, 2003, $2,424,000 for the year
ended December 31, 2002, and $2,023,000 for the year ended
December 31, 2001.

NET LOSS PER COMMON SHARE

     Basic Earnings Per Share (EPS) is computed by dividing the
net loss, after deduction for preferred dividends either accrued
or imputed, if any, by the weighted-average common shares
outstanding.  Options, deferred stock units, warrants, and
participating and redeemable preferred stock convertible into or
exercisable for certain shares of the Company's common stock,
were not considered in the computation of diluted EPS because
their inclusion would have been antidilutive.  Had these
instruments been included, the fully diluted weighted average
shares outstanding would have increased by approximately 125,000
shares (including the effect of the convertible Series F preferred
stock issued December 15, 2003), 333,000 shares, and 92,000 shares
for the years ended December 31, 2003, 2002 and 2001, respectively.

STOCK-BASED COMPENSATION

     As permitted under Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation", the Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" in accounting for its stock options and other stock-
based employee awards.  Pro forma information regarding net loss
and loss per share, as calculated under the provisions of SFAS
123, are disclosed in the

                                Page 72

table below.  The Company accounts for equity securities issued to
non-employees in accordance with the provision of SFAS 123 and Emerging
Issues Task Force 96-18.

     Had compensation cost for these plans been determined using
fair value the Company's net loss and net loss per common share
would have increased to the following pro forma amounts (dollars
in thousands except per share amounts):

                                        YEAR ENDED DECEMBER 31,
                                       2003       2002       2001
                                       ----       ----       ----

Net loss applicable to
 common stock:  As reported          $ (14,054) $ (24,334) $ (26,754)
                Expense under
                 SFAS 123                 (150)      (648)      (949)
                                     ---------  ---------  ---------
                Pro forma            $ (14,204) $ (24,982) $ (27,703)
                                     =========  =========  =========

Net loss per common
 share:         As reported          $   (6.39) $  (16.76) $  (18.66)
                Expense under
                 SFAS 123                (0.07)     (0.45)     (0.66)
                                     ---------  ---------  ---------
                Pro forma            $   (6.46) $  (17.21) $  (19.32)
                                     =========  =========  =========

CASH AND CASH EQUIVALENTS

     The Company considers all short-term deposits with an
original maturity of three months or less to be cash equivalents.
The Company invests its excess cash in deposits with major
international banks and short-term commercial paper and,
therefore, bears minimal risk.  Such investments are stated at
cost, which approximates fair value, and are considered cash
equivalents for purposes of reporting cash flows.

RESTRICTED CASH

     At the closing of the secured term lending, the Company
deposited into the lender's cash collateral account the sum of
$2,142,000.  The deposit represented collateral for future
interest payments on the Company's credit facility accruing at
the rate of 4% per annum from October 1, 2003 until March 31,
2005. This amount is shown on the balance sheet as Restricted
Cash.

INVENTORIES

     Growing crops, harvested crops, and materials and supplies
are stated at the lower of cost or market, on a first-in, first-
out (FIFO) basis.  Growing and harvested crop inventory includes
direct costs and an allocation of indirect costs.

PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

     Property, plant, equipment and water programs are stated at
cost.

     The Company capitalizes direct and certain indirect costs of
planting and developing orchards and vineyards during the
development period, which varies by crop and generally

                                Page 73

ranges from three to seven years.  Depreciation commences in the year
commercial production is achieved.

     Permanent land development costs, such as acquisition costs,
clearing, initial leveling and other costs required to bring the
land into a suitable condition for general agricultural use, are
capitalized and not depreciated since these costs have an
indefinite useful life.

     Depreciation is provided using the straight-line method over
the estimated useful lives of the assets, generally ten to forty-
five years for land improvements and buildings, three to twenty-
five years for machinery and equipment, and five to thirty years
for permanent crops.

     Water rights and water storage and supply programs are
stated at cost.  All costs directly attributable to the
development of such programs are being capitalized by the
Company.  These costs, which are expected to be recovered through
future revenues, consist of direct labor, drilling costs,
consulting fees for various engineering, hydrological,
environmental and feasibility studies, and other professional and
legal fees.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company annually evaluates its long-lived assets,
including intangibles, for potential impairment.  When
circumstances indicate that the carrying amount of the asset may
not be recoverable, as demonstrated by estimated future cash
flows, an impairment loss would be recorded based on estimated
fair value.  As a result of the actions taken by Metropolitan in
the fourth quarter of 2002 as described in Note 1, the Company,
with the assistance of an independent valuation firm, evaluated
the carrying value of its water program and determined that the
asset was not impaired and that the costs will be recovered
through implementation of the Cadiz Program either with other
government organizations, water agencies and private water users,
or through implementation of the Cadiz Program on terms
acceptable to both Cadiz and Metropolitan.

     During the years ended December 31, 2002 and 2001, the
Company incurred costs to remove certain underperforming crops,
primarily stonefruit, citrus, and wine grapes. The Company
recorded a charge of $4,514,000 and $736,000 in 2002 and 2001,
respectively, in connection with the removal costs and write off
of capitalized costs related to these crops which is shown under
the heading "Removal of underperforming crops" on the
Consolidated Statement of Operations.

GOODWILL AND OTHER ASSETS

     As a result of a merger in May 1988 between two companies,
which eventually became known as Cadiz Inc., goodwill in the
amount of $7,006,000 was recorded.  This amount was being
amortized on a straight-line basis over thirty years.
Accumulated amortization was $3,193,000 at December 31, 2001.  In
June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, ("SFAS No.
142") "Goodwill and Other Intangible Assets".  Under SFAS No. 142
goodwill and intangible assets deemed to have indefinite lives
are no longer amortized but will be subject to annual impairment
tests in accordance with the Statement.  Upon adoption of SFAS
No. 142, effective at the

                                Page 74

beginning of fiscal 2002, the Company performed a transitional
fair value based impairment test and determined that its goodwill
was not impaired.  In addition, cessation of amortization of goodwill
upon adoption of SFAS No. 142 did not have a material impact upon
the Company's financial position or results of operations.
Goodwill is tested for impairment annually in the first quarter, or
earlier if events occur which require an impairment analysis be performed.
As a result of the actions taken by Metropolitan in the fourth quarter
of 2002 as described in Note 1, the Company, with the assistance
of an independent valuation firm, performed an impairment test of
its goodwill and determined that its goodwill was not impaired.
In addition, in the first quarter of 2003, the Company, with the
assistance of an independent appraisal firm, performed its annual
impairment test of goodwill and determined its goodwill was not
impaired.

     Amortization expense on goodwill was $234,000 for the year
ended December 31, 2001.  As required by SFAS No. 142, the
results for the prior years have not been restated.  Had the
Company applied the non-amortization provisions related to
goodwill under SFAS No. 142 for all periods presented, the
Company's net loss and net loss per share would have been as
follows (in thousands, except per share amounts):


                                        2003       2002       2001
                                        ----       ----       ----

Reported net loss applicable to
 common stock                        $ (14,054) $ (24,334) $ (26,754)
Goodwill amortization, net of tax            -          -        234
                                     ---------  ---------  ---------
Adjusted net loss                    $ (14,054) $ (24,334) $ (26,520)
                                     =========  =========  =========

Basic and diluted net loss per share:
 As reported                         $   (6.39) $  (16.76) $  (18.66)
 Goodwill amortization                       -          -       0.16
                                     ---------  ---------  ---------

Adjusted basic and diluted net
 loss per share                          (6.39) $ (16.76)  $  (18.50)
                                     =========  =========  =========


     Capitalized loan fees represent costs incurred to obtain
debt financing.  Such costs are amortized over the life of the
related loan.  At December 31, 2003, the majority of capitalized
loan fees relate to costs incurred in connection with the
extension of the debt with ING described in Note 10.  At December
31, 2002, the majority of capitalized loan fees relate to the
issuance of the First Mortgage Notes described in Note 10.

     Trademark development costs represent legal costs incurred
to obtain and defend patents and trademarks related to the
Company's proprietary products throughout the world.  Such costs
are capitalized and amortized over their estimated useful life,
which range from 10 to 20 years.

     In October 1999, Sun World entered into a management
agreement with Kingdom Agricultural Development Company (KADCO)
to develop and manage up to 100,000 acres of agricultural land in
southern Egypt called the Tushka project.  KADCO is controlled by
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz
Alsuad.  As compensation for project development and management,
Sun World earns a quarterly fee of $312,500 based upon meeting
developmental milestones to be paid through an equity interest in
KADCO.  The

                                Page 75

management agreement expired on September 30, 2003.
Sun World will receive licensing revenues from KADCO in the
future based upon planting of proprietary varieties at the Tushka
project.  KADCO is currently engaged in a private placement to
raise the required funds to develop the project.  Sun World
anticipated receiving shares in KADCO for payment of its project
development and management fee in connection with the completion
of the private placement.  The amount of shares to be received
will be the current per share price used for the private
placement divided into the total amount of management fee earned
which is shown under the heading, "Receivable from KADCO to be
paid in common shares" in Note 7.

INCOME TAXES

     Income taxes are provided for using an asset and liability
approach which requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of
temporary differences between the financial statement and tax
bases of assets and liabilities at the applicable enacted tax
rates.  A valuation allowance is provided when it is more likely
than not that some portion or all of the deferred tax assets will
not be realized.

SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid for interest during the years ended December 31,
2003, 2002 and 2001 was $3,913,000, $15,262,000, and $16,020,000,
respectively.  Cash paid for income taxes during the years ended
December 31, 2003, 2002 and 2001 was $0, $71,000 and $57,000,
respectively.

NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS)
No. 145, which rescinds FASB Statement No. 4, Reporting Gains and
Losses from Extinguishment of Debt, FASB Statement No. 44,
Accounting for Intangible Assets of Motor Carriers, and FASB
Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking
Fund Requirements as well as amends FASB No. 13, to make various
technical various corrections.   The Statement is effective for
financial statements issued after May 15, 2002.  The adoption of
this standard did not have a material impact on the Company's
financial position or results of operations.

     In June 2002, the FASB issued Statement of Financial
Accounting Standards No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("SFAS 146"), which addresses
financial accounting and reporting for costs associated with exit
or disposal activities and supersedes Emerging Issues Task Force
("EITF") Issue 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146
requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred.
Under EITF Issue 94-3, a liability for an exit cost as defined in
EITF Issue 94-3 was recognized at the date of an entity s
commitment to an exit plan. SFAS 146 also establishes that the
liability should initially be measured and recorded at fair
value. The Company adopted the provisions of SFAS 146 effective
January 1, 2003 and such adoption did not have a material impact
on the consolidated financial statements.

                                Page 76

     In November 2002, the FASB issued Interpretation No. 45,
Guarantor s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees and Indebtedness of
Others ("FIN 45"). FIN 45 elaborates on the disclosures to be
made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it
has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. The Company
adopted the disclosure provisions of FIN 45 during the fourth
quarter of 2002 and the recognition provisions of FIN 45
effective January 1, 2003. Such adoption did not have a material
impact on the consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148, Accounting
for Stock-Based Compensation-Transition and Disclosure-an
amendment of SFAS No. 123. This Statement amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect
of the method used on reported results. The amendments to
Statement 123 in paragraphs 2(a)-2(e) of this Statement shall be
effective for financial statements for fiscal years ending after
December 15, 2002. Earlier application of the transition
provisions in paragraphs 2(a)-2(d) is permitted for entities with
a fiscal year ending prior to December 15, 2002, provided that
financial statements for the 2002 fiscal year have not been
issued as of the date this Statement is issued. Early application
of the disclosure provisions in paragraph 2(e) is encouraged. The
amendment to Statement 123 in paragraph 2(f) of this Statement
and the amendment to Opinion 28 in paragraph 3 shall be effective
for financial reports containing condensed financial statements
for interim periods beginning after December 15, 2002. The
adoption of SFAS No. 148 did not have a material impact on its
financial position or results of its operations.

     In January 2003, FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"). In
general, a variable interest entity is a corporation,
partnership, trust or any other legal structure used for business
purposes that either (a) does not have equity investors with
voting rights or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its
activities. FIN 46 requires certain variable interest entities to
be consolidated by the primary beneficiary of the entity if the
investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional
subordinated financial support from other parties. The
consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003. The
Company adopted the provisions of FIN 46 effective February 1,
2003 and such adoption did not have an impact on its consolidated
financial statements since it currently has no variable interest
entities. In December 2003, the FASB issued FIN 46R with respect
to variable interest entities created before January 31, 2003,
which among other things, revised the implementation date to the
first year or interim period ending after March 15, 2004, with
the exception of Special Purpose Entities ( SPE). The
consolidation requirements apply to all SPE s in the first year
or interim period ending after December 15, 2003. The Company's
adoption of the provisions of FIN 46R is not expected to have a
material impact on its consolidated financial statements.

                                Page 77

     In April 2003, FASB issued Statement of Financial Accounting
Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends
and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities under SFAS 133. SFAS 149 is effective for
contracts and hedging relationships entered into or modified
after June 30, 2003. The Company adopted the provisions of SFAS
149 effective June 30, 2003 and such adoption did not have an
impact on its consolidated financial statements since the Company
has not entered into any derivative or hedging transactions.

     In May 2003, FASB issued Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of
both debt and equity and requires an issuer to classify the
following instruments as liabilities in its balance sheet:

  *  a financial instrument issued in the form of shares that is
     mandatorily redeemable and embodies an unconditional
     obligation that requires the issuer to redeem it by
     transferring its assets at a specified or determinable date or
     upon an event that is certain to occur;

  *  a financial instrument, other than an outstanding share,
     that embodies an obligation to repurchase the issuer s equity
     shares, or is indexed to such an obligation, and requires the
     issuer to settle the obligation by transferring assets; and

  *  a financial instrument that embodies an unconditional
     obligation that the issuer must settle by issuing a variable
     number of its equity shares if the monetary value of the
     obligation is based solely or predominantly on (1) a fixed
     monetary amount, (2) variations in something other than the
     fair value of the issuer s equity shares, or (3) variations
     inversely related to changes in the fair value of the issuer's
     equity shares.

     In November 2003, FASB issued FASB Staff Position No. 150-3
which deferred the effective dates for applying certain
provisions of SFAS 150 related to mandatorily redeemable
financial instruments of certain non-public entities and certain
mandatorily redeemable non-controlling interests for public and
non-public companies. For public entities, SFAS 150 is effective
for mandatorily redeemable financial instruments entered into or
modified after May 31, 2003 and is effective for all other
financial instruments as of the first interim period beginning
after June 15, 2003. For mandatorily redeemable non-controlling
interests that would not have to be classified as liabilities by
a subsidiary under the exception in paragraph 9 of SFAS 150, but
would be classified as liabilities by the parent, the
classification and measurement provisions of SFAS 150 are
deferred indefinitely. The measurement provisions of SFAS 150 are
also deferred indefinitely for other mandatorily redeemable non-
controlling interests that were issued before November 4, 2003.
For those instruments, the measurement guidance for redeemable
shares and non-controlling interests in other literature shall
apply during the deferral period. The Company adopted the
provisions of SFAS 150 effective June 30, 2003, and such adoption
did not have an impact on our consolidated financial statements.

                                Page 78

     In March 2004, the consensus of Emerging Issues Task Force (EITF)
Issue No. 03-06, Participating Securities and the Two-Class Method
under FASB Statement 128, was published.  EITF Issue No. 03-06
addresses the computations of earnings per share by companies that
have issued securities other than common stock that contractually
entitle the holder to participate in dividends and earnings of the
company.  Further guidance on the application and allocations of the
two-class method of calculating earnings per share is also included.
The provisions of EITF Issue No. 03-06 will be effective for reporting
periods beginning after March 31, 2004.  The adoption of this guidance
is not expected to have significant impact on the Company's financial
results of operations and financial position.


NOTE 3 - NOTE RECEIVABLE FROM OFFICER
-------------------------------------

     On July 5, 2002, the chief executive officer ("CEO") of the
Company issued a promissory note to the Company for a loan of up
to $1,000,000 to be made by the Company to the CEO.  Under the
terms of the promissory note, the principal and unpaid interest,
at 6% per annum, was due and payable on July 5, 2003.  The note
was collateralized by a pledge of shares of common stock,
restricted stock and deferred stock units so that the aggregate
fair market value of the pledged collateral was equal to or
greater than 133% of the outstanding principal and accrued
interest due on the note.

     On July 5, 2003, the Company and CEO entered into an
"Agreement Regarding Satisfaction of Note Obligation" (the
"Agreement").  Under the terms of the Agreement, the Company
determined that it was obligated to pay the CEO effective
February 1, 2003, $800,000 as a termination payment under a
previously existing employment agreement.  This overall
settlement with Mr. Brackpool was made effective July 5, 2003, by
way of a corresponding reduction in Mr. Brackpool's obligations
to Cadiz under the loan.  This reduction, along with cash
payments by Mr. Brackpool in the amount of $181,013 and an
application of $50,000 of accrued but unpaid compensation owed by
Cadiz to Mr. Brackpool under his post February 1, 2003 employment
arrangements with Cadiz, resulted in the settlement in full by
Mr. Brackpool of his obligations under this loan.

     The Agreement of Employment dated July 5, 2003, has an
initial term of February 1, 2003, through September 30, 2003;
provides for a fixed amount of monthly compensation; and allows
for a new employment agreement to be negotiated, if mutually
agreeable, upon expiration of the term of the agreement.
Although the initial term of the agreement has expired, the CEO
continues to provide services to the Company under the terms of
the agreement.

                                Page 79


NOTE 4 - ACCOUNTS RECEIVABLE
----------------------------

     Accounts receivable at December 31, 2002, consisted of the
following (dollars in thousands):

                                              DECEMBER 31,
                                                  2002
                                                  ----
          Trade receivables                    $   4,303
          Due from unaffiliated growers               24
          Other                                    2,952
                                               ---------
                                                   7,279
          Less allowance for doubtful accounts      (547)
                                               ---------

                                               $   6,732
                                               =========

     Substantially all trade receivables in 2002 are from large
domestic national and regional supermarket chain stores and
produce brokers and are unsecured.  Amounts due from unaffiliated
growers represent receivables for harvest advances and for
services (harvest, haul and pack) provided on behalf of growers
under agreement with Sun World and are recovered from proceeds of
product sales.  Other receivables primarily include wine grape
and raisin sales, proceeds due from third party marketers,
receivables for international licensing, and other miscellaneous
receivables.


NOTE 5 - INVENTORIES
--------------------

     Inventories at December 31, 2002, consisted of the following
(dollars in thousands):

                                              DECEMBER 31,
                                                  2002
                                                  ----

          Growing crops                        $  10,702
          Materials and supplies                   2,525
          Harvested product                          286
                                               ---------

                                               $  13,513
                                               =========

                                Page 80

NOTE 6 - PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
------------------------------------------------------

     Property, plant, equipment and water programs consist of the
following (dollars in thousands):

                                                   DECEMBER 31,
                                                 2003       2002
                                                 ----       ----

          Land and land improvements           $  22,010  $  66,372
          Permanent crops                          6,494     61,994
          Developing crops                           192     11,624
          Water programs                          14,274     16,859
          Buildings                                1,408     22,620
          Machinery and equipment                  3,590     20,818
                                               ---------  ---------

                                                  47,968    200,287
          Less accumulated depreciation           (8,454)   (45,359)
                                               ---------  ---------

                                               $  39,514  $ 154,928
                                               =========  =========

     Depreciation expense during the years ended December 31,
2003, 2002 and 2001 was $683,000, $7,178,000 and $7,699,000
respectively.

     Permanent crops and developing crops shown as Cadiz assets
are leased to Sun World and an unaffiliated third party as Cadiz does
not conduct agricultural operations.


NOTE 7 - OTHER ASSETS
---------------------

     Other assets consist of the following (dollars in
thousands):
                                                   DECEMBER 31,
                                                 2003       2002
                                                  ----      ----
          Deferred loan costs, net             $     387  $   1,156
          Long-term receivables                        -        327
          Capitalized trademark development,
           net                                         -      1,934
          Receivable from KADCO to be paid in
           common shares                               -      4,063
                                               ---------  ---------

                                               $     387  $   7,480
                                               =========  =========

     Amortization expense of deferred loan costs was $641,000,
$5,761,000 and $3,748,000 in 2003, 2002, and 2001, respectively,
and is included in interest expense in the statement of
operations.  Amortization expense for capitalized trademark
development was $60,000, $302,000, and $219,000 in 2003, 2002,
and 2001, respectively.

                                Page 81

NOTE 8 - ACCRUED LIABILITIES
----------------------------

     Accrued liabilities consist of the following (dollars in
thousands):

                                                  DECEMBER 31,
                                                 2003       2002
                                                 ----       ----
          Interest                             $   1,073  $   2,934
          Payroll, bonus, and benefits               248      2,731
          Consulting fee                             150          -
          Preferred stock dividends                    -        561
          Other                                       74        590
                                               ---------  ---------

                                               $   1,545  $   6,816
                                               =========  =========


NOTE 9 - REVOLVING CREDIT FACILITY
----------------------------------

     In November 2002, Sun World was notified by its seasonal
revolving lender that it would not renew Sun World's revolving
Credit Facility for the 2003 growing season.  The seasonal
revolver expired on November 30, 2002. Sun World sought and
obtained extensions from its lender through January 31, 2003.
During the extension period, Sun World sought to obtain seasonal
financing from several different lenders.  Each of these lenders
wanted to have a first position on all of Sun World's assets in
order to lend outside of a Chapter 11 proceeding.  This required
the holders of the First Mortgage Notes to modify their agreement
with Sun World.  As outlined in Note 1, Sun World was unable to
procure the financing with the consent of all parties.  On
January 30, 2003, Sun World and certain of its subsidiaries filed
a voluntary petition for Chapter 11.  On January 31, 2003, the
Bankruptcy Court approved an interim $15 million dollar debtor-in-
possession ("DIP") financing facility.  On March 3, 2003, the
Bankruptcy Court approved an additional $25 million with the same
lender for a final approved DIP financing facility of $40
million.  The DIP financing expires on November 30, 2004, bears
interest at the greater of Prime plus 4% or 8.25% , and is
secured by substantially all of Sun World's assets.  Borrowing
availability is determined based on the lesser of (1) eligible
percentages of inventory and accounts receivable plus a specified
amount starting at $15 million and reduced by $150,000 per month;
(2) certain multiples of trailing 12 months EBITDA as defined in
the credit agreement; or (3) eligible percentage of the current
value of all real property. Sun World is required to meet certain
financial covenants.

     At December 31, 2002, $4.4 million was outstanding under Sun
World's Revolving Credit Facility that was subsequently paid off
with proceeds from the DIP financing on January 30, 2003.

                                Page 82


NOTE 10 - LONG-TERM DEBT
------------------------

     At December 31, 2003 and December 31, 2002, the carrying
amount of the Company's outstanding debt is summarized as follows
(dollars in thousands):

                                                  DECEMBER 31,
                                                 2003       2002
                                                 ----       ----
  Cadiz obligations:

   Senior term bank loan, interest payable
    semi-annually, interest per annum at 4%
    in cash and 8% paid in kind, due March
    31, 2005.                                  $  35,000  $       -

   Senior term bank loan, interest payable
    quarterly, variable interest rate based
    upon LIBOR plus 3% (4.35% at December 31,
    2002), due January 31, 2003                        -     10,095

   $25 million revolving line of credit,
    interest payable quarterly, variable
    interest rate based upon LIBOR plus 3%
    (4.35% at December 31, 2002), due
    January 31, 2003                                   -     25,000

   Debt discount                                  (4,747)      (326)
                                               ---------  ---------

                                                  30,253     34,769
                                               ---------  ---------

  Sun World obligations:

   Series B First Mortgage Notes, interest
    payable semi-annually with principal
    due in April 2004, interest at 11.25%              -    115,000

   Senior unsecured term loan, interest
    payable quarterly, due December 31,
    2002, interest at (LIBOR plus 5% -
    6.35% at December 31, 2002 and LIBOR
    plus 3% - 5.60% at December 31, 2001)              -      5,000


   Note payable to bank, quarterly principal
    installments of $72 plus interest
    payable monthly, due December 31, 2003,
    interest at prime(4.25% at December 31,
    2002 and 4.75% at December 31, 2001)               -        856

   Note payable to insurance company,
    quarterly installments of $120
    (including interest), due January 1,
    2005, interest at 7.75%                            -        654


   Other                                               -        187
                                               ---------  ---------


                                                       -    121,697
                                               ---------  ---------

                                                  30,253    156,466

  Less current portion                                 -    (41,019)
                                               ---------  ---------

                                               $  30,253  $ 115,447
                                               =========  =========

     Pursuant to the Company's loan agreement, annual maturity of
long-term debt outstanding (in thousands), excluding $4,747,000
representing the unamortized portion of debt

                                Page 83

discount, on December 31, 2003 is as follows: 2005 - $35,000.

CADIZ OBLIGATIONS

     The senior term bank loan is secured by substantially all of
the Company's non-Sun World related property.   During 2001,
pursuant to the loan agreement, the Company repriced certain
warrants previously issued.  In February 2002, the Company
completed an amendment to the loan that extended the maturity
date of the obligation to January 31, 2003.  The interest rate is
LIBOR plus 300 basis points, payable quarterly.

     The revolving credit facility was fully drawn at December
31, 2002 and 2001,  and was secured by a second lien on
substantially all of the non-Sun World assets of the Company.
During 2001, pursuant to the loan agreement, the Company repriced
certain warrants previously issued.  In February 2002, the
Company completed an amendment to the facility that extended the
maturity date of the obligation to January 31, 2003.  The
interest rate can either be LIBOR plus 300 basis points if paid
in cash or LIBOR plus 700 basis points if paid in common stock.
In March 2002, the revolving credit facility was increased from
$15 million to $25 million, with $10 million of the $25 million
revolver convertible into 1,250,000 of the Company's common stock
any time prior to January 2003 at the election of the lender.  In
connection with obtaining the extension of the term loan and
revolver and the increase in the revolver, the Company repriced
certain warrants previously issued and issued certain additional
warrants to purchase shares of the Company's common stock. The
estimated fair value of the warrants issued and repriced was
calculated using the Black Scholes option pricing model and was
recorded as a debt discount and is being amortized over the
remaining term of the loan.

     On February 13, 2003, the lender of both the Company's
senior term loan and $25 million revolving credit facility
delivered to the Company a Notice of Default and Demand for
Payment.

     On December 15, 2003, the Company entered into an amendment
of its senior term loan and revolving credit facility to extend
the maturity date through March 31, 2005 and can obtain further
extensions through September 30, 2006, by maintaining sufficient
balances, among other conditions, in a cash collateral account
with the lender.  The maximum aggregate amount to be outstanding
under the amended credit facilities is $35 million.  The
amendment of these credit facilities did not constitute a
troubled debt restructuring and was accounted for as a debt
modification under EITF 96-19.  In connection with this
amendment, the Company;

  *  paid the lender $2,425,034 representing; (i) accrued
     interest through September 30, 2003 of $1,412,457 at the non
     default interest rate; (ii) accrued interest through September
     30, 2003 of $612,577 at the default rate of interest; and
     (iii) $400,000 in fees;

  *  issued to the lender 100,000 shares of series F Preferred
     stock initially convertible into 1,728,955 shares of common
     stock; and

  *  deposited $2,142,280 in the cash collateral account with
     the lender representing prepaid interest through March 31,
     2005.

                                Page 84

     The estimated value of the Series F preferred stock of $5
million was recorded as a debt discount and is being amortized
over the initial term of the note through March 31, 2005.

     Interest under the amended credit facilities is payable
semiannually at the Company's option in either cash at 8% per
annum, or in cash and paid in kind ("PIK"), at 4% per annum for
the cash portion and 8% per annum for the PIK portion.  The PIK
portion will be added to the outstanding principal balance.

     The terms of the amended loan facilities also require
certain mandatory prepayments from the cash proceeds of future
equity issuances by the Company.

SUN WORLD OBLIGATIONS

     In April 1997, Sun World issued $115 million of Series A
First Mortgage Notes through a private placement.  The notes have
subsequently been exchanged for Series B First Mortgage Notes,
which are registered under the Securities Act of 1933 and are
publicly traded.  The First Mortgage Notes are secured by a first
lien (subject to certain permitted liens) on substantially all of
the assets of Sun World and its subsidiaries other than growing
crops, crop inventories and accounts receivable and proceeds
thereof, which secure the Revolving Credit Facility.  With the
entering into the DIP Facility as described in Note 9, the note
holders now have a second position on substantially all of the
Company's assets for so long as the DIP Facility is outstanding.
The First Mortgage Notes mature April 15, 2004, but are
redeemable at the option of Sun World, in whole or in part, at
any time prior to the maturity date.  The First Mortgage Notes
include covenants that do not allow for the payment of dividends
by the Company other than out of cumulative net income.  As a
result of Sun World's Chapter 11 filing discussed in Note 2,
principal payment on the First Mortgage Notes was suspended until
a final plan of reorganization is approved.

     The First Mortgage Notes are also secured by the guarantees
of Coachella Growers, Inc., Sun Desert, Inc., Sun World/Rayo, and
Sun World International de Mexico S.A. de C.V. (collectively, the
"Sun World Subsidiary Guarantors") and by Cadiz.  Cadiz also
pledged all of the stock of Sun World as collateral for its
guarantee. The guarantees by the Sun World Subsidiary Guarantors
are full, unconditional, and joint and several.  Sun World and
the Sun World Subsidiary Guarantors comprise all of the direct
and indirect subsidiaries of the Company other than
inconsequential subsidiaries.  Additionally, management believes
that the direct and indirect non-guarantor subsidiaries of Cadiz
and Sun World Subsidiary Guarantors are inconsequential, both
individually and in the aggregate, to the financial statements of
the Company for all periods presented.

     In December 2000, Sun World entered into a two-year $5
million senior unsecured term loan. In connection with obtaining
the loan, the Company issued 2,000 shares of the Cadiz' common
stock as well as certain warrants to purchase shares of the Cadiz
common stock were issued. The fair value of the stock and the
warrants were recorded as a debt discount and were fully
amortized over the life of the loan through December 31, 2002.
At December 31, 2002, Sun World did not repay the loan and thus,
Sun World was in default.  With the default, pursuant to the
terms of the agreement, the interest rate was increased by 2%.
In connection with Sun

                                Page 85

World's Chapter 11 filing, all principal and interest on this
obligation have been suspended.

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     Condensed consolidating financial information as of December
31, 2003 and 2002 and for the three years ended December 31, 2003
for the Company is as follows (in thousands):

CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
YEAR ENDED DECEMBER 31, 2003

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

Revenues           $     303  $   3,005     $    (146)       $   3,162
                   ---------  ---------     ---------        ---------
Costs and expenses:
  Cost of sales          333      2,653           (21)           2,965
  General and
   administrative      4,653        707          (125)           5,235
  Write off of
   investment in
   subsidiary            195          -             -              195
  Reorganization
   costs                   -        655             -              655
  Depreciation and
   amortization          553        190             -              743
                   ---------  ---------     ---------        ---------

  Total costs and
   expenses            5,734      4,205          (146)           9,793
                   ---------  ---------     ---------        ---------

Operating loss        (5,431)    (1,200)            -           (6,631)

Loss from
 subsidiary           (2,469)         -         2,469                -
Interest expense,
 net                   3,636      1,269             -            4,905
                   ---------  ---------     ---------        ---------

Loss before income
 taxes               (11,536)    (2,469)        2,469          (11,536)

Income tax expense         -          -             -                -
                   ---------  ---------     ---------        ---------

 Net loss            (11,536)    (2,469)        2,469          (11,536)

Less: Preferred
       stock
       dividends        (918)         -             -             (918)
      Imputed
       dividend on
       preferred
       stock          (1,600)         -             -           (1,600)
                   ---------  ---------     ---------        ---------

Net loss applicable
 to common stock   $ (14,054) $  (2,469)    $   2,469        $ (14,054)
                   =========  =========     =========        =========

                                Page 86


CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2003
                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

ASSETS

Current assets:
  Cash and cash
   equivalents     $   3,422  $       -     $       -        $   3,422
  Accounts
   receivable, net         -          -             -                -
  Prepaid expenses
   and other             248          -             -              248
                   ---------  ---------     ---------        ---------

    Total current
     assets            3,670          -             -            3,670

Property, plant,
 equipment and
 water programs,
 net                  39,514          -             -           39,514
Goodwill               3,813          -             -            3,813
Restricted cash        2,142          -             -            2,142
Other assets             387          -             -              387
                   ---------  ---------     ---------        ---------

                   $  49,526  $       -     $       -        $  49,526
                   =========  =========     =========        =========


LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable $     857    $     -     $       -        $     857
  Accrued
   liabilities         1,545          -             -            1,545
                   ---------  ---------     ---------        ---------

     Total current
      liabilities      2,402          -             -            2,402

Long-term debt        30,253          -             -           30,253
Other liabilities        654          -             -              654
Stockholders'
 equity:
Series F
 convertible
 preferred stock           1          -             -                1
Common stock              65          -             -               65
Additional paid-in
 capital             184,974          -             -          184,974
Accumulated
 deficit            (168,823)         -             -         (168,823)
                   ---------  ---------     ---------        ---------

  Total
   stockholders'
   equity             16,217          -             -           16,217
                   ---------  ---------     ---------        ---------

                   $  49,526  $       -     $       -        $  49,526
                   =========  =========     =========        =========

                                Page 87


CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
YEAR ENDED DECEMBER 31, 2003

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

Net cash used for
 operating
 activities        $  (4,881) $  (1,703)    $       -        $  (6,584)
                   ---------  ---------     ---------        ---------

Cash flows from
 investing
 activities:
 Disposal of
  subsidiary               -     (1,019)            -           (1,019)
 Additions to
  property, plant
  and equipment            -       (140)            -             (140)
 Additions to
  developing crops       (34)      (197)            -             (231)
 Payment of loan
  to officer             181          -             -              181
 Increase in
  restricted cash     (2,142)         -             -           (2,142)
 (Increase)
  decrease in
  other assets             5       (109)            -             (104)
                   ---------  ---------     ---------        ---------

Net cash (used for)
 provided by
 investing
 activities           (1,990)    (1,465)            -           (3,455)
                   ---------  ---------     ---------        ---------

Cash flows from
 financing
 activities:
 Proceeds from
  issuance of long-
  term debt                -        135             -              135
 Net proceeds from
  issuance of
  stock               10,304          -             -           10,304
 Financing costs        (400)         -             -             (400)
 Proceeds from
  convertible note
  payable                200          -             -              200
 Principal payments
  on long-term debt        -         (7)            -               (7)
                   ---------  ---------     ---------        ---------

Net cash provided
 by financing
 activities           10,104        128             -           10,232
                   ---------  ---------     ---------        ---------

Net increase
 (decrease) in
 cash and cash
 equivalents           3,233     (3,040)            -              193

Cash and cash
 equivalents,
 beginning of
 period                  189      3,040             -            3,229
                   ---------  ---------     ---------        ---------

Cash and cash
 equivalents, end
 of period         $   3,422  $       -     $       -        $   3,422
                   =========  =========     =========        =========

                                Page 88


CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
YEAR ENDED DECEMBER 31, 2002

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

Revenues           $   2,067  $ 114,234     $  (2,051)       $ 114,250
                   ---------  ---------     ---------        ---------

Costs and expenses:
  Cost of sales          103     86,880          (627)          86,356
  General and
   administrative      7,500     10,953        (1,500)          16,953
  Removal of
   underperforming
   crops               1,017      3,497             -            4,514
  Depreciation and
   amortization        1,022      6,458             -            7,480
                   ---------  ---------     ---------        ---------

  Total costs and
   expenses            9,642    107,788        (2,127)         115,303
                   ---------  ---------     ---------        ---------

Operating profit
 (loss)               (7,575)     6,446            76           (1,053)

Loss from
 subsidiary           (9,540)         -         9,540                -
Interest expense,
 net                   5,108     16,299          (235)          21,172
                   ---------  ---------     ---------        ---------

Loss before income
 taxes               (22,223)    (9,853)        9,851          (22,225)

Income tax expense         2         (2)            -                -
                   ---------  ---------     ---------        ---------

 Net loss            (22,225)    (9,851)        9,851          (22,225)

Less: Preferred
       stock
       dividends      (1,125)         -             -           (1,125)
      Imputed
       dividend on
       preferred
       stock            (984)         -             -             (984)
                   ---------  ---------     ---------        ---------

Net loss applicable
 to common stock   $ (24,334) $  (9,851)    $   9,851        $ (24,334)
                   =========  =========     =========        =========

                                Page 89



CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2002

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

ASSETS

Current assets:
  Cash and cash
   equivalents     $     189  $   3,040     $       -        $   3,229
  Accounts
   receivable, net         -      6,732             -            6,732
  Net investment in
   and advances and
   loans to
   subsidiary          1,739          -        (1,739)               -
  Note receivable
   from officer        1,022          -             -            1,022
  Inventories              -     13,638          (125)          13,513
  Prepaid expenses
   and other             323        843             -            1,166
                   ---------  ---------     ---------        ---------

    Total current
     assets            3,273     24,253        (1,864)          25,662

Property, plant,
 equipment and
 water programs,
 net                  40,076    114,852             -          154,928
Other assets           3,981      7,312             -           11,293
                   ---------  ---------     ---------        ---------

                   $  47,330  $ 146,417     $  (1,864)       $ 191,883
                   =========  =========     =========        =========


LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable $   1,142   $  6,252     $       -        $   7,394
  Accrued
   liabilities           987      5,829             -            6,816
  Due to parent
   company                 -     13,546       (13,546)               -
  Revolving credit
   facility                -      4,400             -            4,400
  Long-term debt,
   current portion    34,769      6,250             -           41,019
                   ---------  ---------     ---------        ---------

     Total current
      liabilities     36,898     36,277       (13,546)          59,629

Long-term debt             -    115,447             -          115,447
Deferred income
 taxes                     -      5,447             -            5,447
Other liabilities        611        928             -            1,539
Series D redeemable
 preferred stock       4,536          -             -            4,536
Series E-1 and E-2
 redeemable
 preferred stock       6,406          -             -            6,406
Stockholders'
 equity:
Common stock              15          -             -               15
Additional paid-in
 capital             156,151     38,508       (38,508)         156,151
Accumulated deficit (157,287)   (50,190)       50,190         (157,287)
                   ---------  ---------     ---------        ---------

  Total
   stockholders'
   equity             (1,121)   (11,682)       11,682           (1,121)
                   ---------  ---------     ---------        ---------

                   $  47,330  $ 146,417     $  (1,864)       $ 191,883
                   =========  =========     =========        =========

                                Page 90



CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
YEAR ENDED DECEMBER 31, 2002

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

Net cash provided
 by (used for)
 operating
 activities        $  (7,910) $  (4,205)    $   1,982        $ (10,133)
                   ---------  ---------     ---------        ---------

Cash flows from
 investing
 activities:
 Additions to
  property, plant
  and equipment         (138)      (500)            -             (638)
 Additions to
  water programs        (643)         -             -             (643)
 Additions to
  developing crops       (24)    (2,152)            -           (2,176)
 Proceeds from
  disposal of
  property, plant
  and equipment            3      2,460             -            2,463
 Loan to officer      (1,000)         -             -           (1,000)
 (Increase)
  decrease in
  other assets           124       (219)            -              (95)
                   ---------  ---------     ---------        ---------

Net cash (used for)
 provided by
 investing
 activities           (1,678)      (411)            -           (2,089)
                   ---------  ---------     ---------        ---------

Cash flows from
 financing
 activities:
 Net proceeds from
  issuance of stock      764          -             -              764
 Net proceeds from
  short-term
  borrowings          10,000      4,400             -           14,400
 Borrowings from
  intercompany
  revolver              (977)     2,959        (1,982)               -
 Principal payments
  on long-term debt        -       (761)            -             (761)
 Bank overdraft         (410)         -             -             (410)
                   ---------  ---------     ---------        ---------

Net cash (used for)
 provided by
 financing
 activities            9,377      6,598        (1,982)          13,993
                   ---------  ---------     ---------        ---------

Net (decrease)
 increase in cash
 and cash
 equivalents            (211)     1,982             -            1,771

Cash and cash
 equivalents,
 beginning of
 period                  400      1,058             -            1,458
                   ---------  ---------     ---------        ---------

Cash and cash
 equivalents, end
 of period         $     189  $   3,040     $       -        $   3,229
                   =========  =========     =========        =========

                                Page 91


CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
YEAR ENDED DECEMBER 31, 2001

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

Revenues           $   1,903  $  92,399     $  (1,900)       $  92,402
Special litigation
 recovery              7,929          -             -            7,929
                   ---------  ---------     ---------        ---------

  Total revenues
   and special
   litigation
   recovery            9,832     92,399        (1,900)         100,331
                   ---------  ---------     ---------        ---------

Costs and expenses:
  Cost of sales          118     79,390          (400)          79,108
  General and
   administrative      5,433      8,980        (1,500)          12,913
  Non-recurring
   compensation        2,584      2,953             -            5,537
  Removal of
   underperforming
   crops                 222        514             -              736
  Depreciation and
   amortization        1,137      7,014             -            8,151
                   ---------  ---------     ---------        ---------

  Total costs and
   expenses            9,494     98,851        (1,900)         106,445
                   ---------  ---------     ---------        ---------

Operating profit
 (loss)                  338     (6,452)            -           (6,114)

Loss from
 subsidiary          (22,342)         -        22,342                -

Interest expense,
 net                   3,718     15,598           235           19,551
                   ---------  ---------     ---------        ---------

Loss before income
 taxes               (25,722)   (22,050)       22,107          (25,665)

Income tax expense         -         57             -               57
                   ---------  ---------     ---------        ---------

 Net loss            (25,722)   (22,107)       22,107          (25,722)

Less: Preferred
       stock
       dividends         591          -             -              591
      Imputed
       dividend on
       preferred
       stock             441          -             -              441
                   ---------  ---------     ---------        ---------

Net loss applicable
 to common stock   $ (26,754) $ (22,107)    $  22,107        $ (26,754)
                   =========  =========     =========        =========

                                Page 92


CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
YEAR ENDED DECEMBER 31, 2001

                     CADIZ    SUN WORLD    ELIMINATIONS    CONSOLIDATED
                     -----    ---------    ------------    ------------

Net cash provided
 by (used for)
 operating
 activities        $   1,442  $  (5,509)    $    (235)       $  (4,302)
                   ---------  ---------     ---------        ---------

Cash flows from
 investing
 activities:
 Additions to
  property, plant
  and equipment          (88)    (1,495)            -           (1,583)
 Additions to
  water programs      (1,359)         -             -           (1,359)
 Additions to
  developing crops      (109)    (3,015)            -           (3,124)
 Proceeds from
  disposal of
  property,
  plant and
  equipment                2        450             -              452
 (Increase)
  decrease in other
  assets                (575)       494           235              154
                   ---------  ---------     ---------        ---------

Net cash (used for)
 provided by
 investing
 activities           (2,129)    (3,566)          235           (5,460)
                   ---------  ---------     ---------        ---------

Cash flows from
 financing
 activities:
 Net proceeds
  from issuance
  of stock             1,583          -             -            1,583
 Proceeds from
  issuance of
  preferred stock      7,500          -             -            7,500
 Borrowings from
  intercompany
  revolver          (11,254)     11,254             -                -
 Principal
  payments on
  long-term debt       (251)     (1,313)            -           (1,564)
 Bank overdraft          410          -             -              410
                   ---------  ---------     ---------        ---------

Net cash (used for)
 provided by
 financing
 activities           (2,012)     9,941             -            7,929
                   ---------  ---------     ---------        ---------

Net (decrease)
 increase in cash
 and cash
 equivalents          (2,699)       866             -           (1,833)

Cash and cash
 equivalents,
 beginning of
 period                3,099        192             -            3,291
                   ---------  ---------     ---------        ---------

Cash and cash
 equivalents, end
 of period         $     400  $   1,058     $       -        $   1,458
                   =========  =========     =========        =========

                                Page 93


NOTE 11 - INCOME TAXES
----------------------

     Deferred taxes are recorded based upon differences between
the financial statement and tax bases of assets and liabilities
and available carryforwards.  Temporary differences and
carryforwards which gave rise to a significant portion of
deferred tax assets and liabilities as of December 31, 2003 and
2002 are as follows (in thousands):

                                                  DECEMBER 31,
                                                 2003       2002
								 ----       ----

          Deferred tax liabilities:
            Fixed asset basis difference     $       -  $   8,792
            Other                                    -         48
                                             ---------  ---------
              Total deferred tax liabilities         -      8,840
                                             ---------  ---------

          Deferred tax assets:
            Net operating losses                36,663     56,840
            Fixed asset basis difference         6,759      6,849
            State taxes                              -      1,855
            Reserves and accruals                   35      1,508
            Other                                  303      1,359
                                             ---------  ---------

               Total deferred tax assets        43,760    (68,411)

            Valuation allowance for deferred
             tax assets                        (43,760)   (65,018)
                                             ---------  ---------

               Net deferred tax liability    $       -  $   5,447
                                             =========  =========

     The valuation allowance increased (decreased) by
$(21,258,000) in 2003 primarily due to the deconsolidation of Sun
World, and $5,613,000, and $11,756,000 in 2002 and 2001, respectively.

     As of December 31, 2003, the Company had net operating loss
(NOL) carryforwards of approximately $109.0 million for federal
income tax purposes.  Such carryforwards expire in varying
amounts through the year 2023.  At December 31, 2003, the Company
has state NOL carryforwards of $5.0 million.  These NOL
carryforwards expire in varying amounts through the year 2013.

     Due to the fact that it is more likely than not that the
Company will not realize its net deferred tax assets, it has
recorded a full valuation allowance against these assets.
Accordingly, no deferred tax asset has been recorded in the
accompanying balance sheet.

        Section 382 of the Internal Revenue Code imposes an annual
limitation on the utilization of net operating loss carryforwards
based on a statutory rate of return (usually the "applicable
federal funds rate", as defined in the Internal Revenue Code) and
the value of the corporation at the time of a "change of
ownership" as defined by Section 382.  Due to past equity
issuances and equity issuances in 2003, and due to the Chapter 11
filing by Sun World, the Company's ability to utilize net operating
loss carryforwards may be limited.

                                Page 94

     A reconciliation of the income tax benefit to the statutory
federal income tax rate is as follows (dollars in thousands):

                                            YEAR ENDED DECEMBER 31,
                                           2003      2002       2001
                                           ----      ----      ----
   Expected federal income tax
    benefit at 34%                      $  (3,922) $  (7,557) $  (8,726)
   Loss with no tax benefit provided        3,900      7,440      8,541
   Feberal AMT refund                           -        (73)         -
   State income tax                             2          5          6
   Foreign withholding taxes                    -         68         51
   Amortization                                 -          -         79
   Other non-deductible expenses               20        117        106
                                        ---------  ---------  ---------

       Income tax expense (benefit)     $       -  $       -  $      57
                                        =========  =========  =========


NOTE 12 - EMPLOYEE BENEFIT PLANS
--------------------------------

     The Company has a 401(k) Plan for its salaried employees.
Employees must work 1,000 hours and have completed one year of
service to be eligible to participate in this plan.  The Company
matches 75% of the first four percent deferred by an employee up
to $1,600 per year.  In addition, Sun World maintains a defined
contribution pension plan covering its employees who (i) are not
covered by a collective bargaining agreement, (ii) have at least
one year of service and (iii) have worked at least 1,000 hours
per year.  Contributions are 2% of each covered employee's
salary.  For those hourly employees covered under a collective
bargaining agreement, contributions are made to a multi-employer
pension plan in accordance with negotiated labor contracts and
are generally based on the number of hours worked.  The Company
contributed $12,000, $322,000 and $300,000 to the plans for
fiscal years 2003, 2002 and 2001, respectively.


NOTE 13 - PREFERRED AND COMMON STOCK
------------------------------------

SERIES F CONVERTIBLE PREFERRED STOCK

     The Company has an authorized class of 100,000 shares of
$0.01 par value Series F Convertible Preferred Stock ("Series F
Preferred Stock").  On December 15, 2003, the Company issued
100,000 shares of Series F Preferred Stock in conjunction with
the extension of the Company's senior term loan's maturity date.
The 100,000 preferred shares are initially convertible into
1,728,955 shares of Common Stock of the Company.  The number of
common shares received upon conversion may adjust if additional
common shares are used by the Company.  The holders of the
Preferred Stock are entitled to receive dividends as if the
shares had been converted to Common Stock if dividends are paid
on the Company's common stock.  The Series F Preferred Stock may
not be redeemed by the Company.  The estimated value of the Series
F Preferred Stock was recorded as a debt discount and is being
amortized over the initial term of the senior term loans through
March 31, 2005.

                                Page 95

SERIES D CONVERTIBLE PREFERRED STOCK

     The Company has an authorized class of 100,000 shares of
preferred stock.  On December 29, 2000, the Company issued 5,000
shares of Series D Convertible Preferred Stock ("Series D
Preferred Stock") for $5,000,000.  The holders of the Preferred
Stock were entitled to receive dividends, payable semi-annually,
at a rate of 7% if paid in cash or 9% if paid in the Company's
common stock.  The Series D Preferred Stock was initially
convertible into 25,000 shares of the Company's common stock any
time prior to July 2004 at the election of the holder.  The
Company also had the right to convert the Series D Preferred
Stock, but only when the closing price of the Company's common
stock had exceeded $300 per share for 30 consecutive trading
days.  Holders were entitled to a liquidation preference equal to
the initial purchase of $1,000 per share plus any accrued and
unpaid dividends.  The Series D Preferred Stock would be
redeemable in July 2004 if still outstanding.  In 2003, all
outstanding shares of Series D preferred stock were exchanged for
common stock as further described below.

     The Company issued certain warrants to purchase shares of
the Company's common stock in connection with the issuance of the
Series D Preferred Stock.  The fair market value of the Company's
common stock at the time of issuance was above the accounting
conversion price resulting in an imputed dividend (beneficial
conversion feature).  The estimated fair value of the warrants
issued (calculated using the Black Scholes option pricing model)
and the imputed dividend totaled $1,050,000 which was recorded as
a discount to the Series D Preferred Stock.  The discount is
being amortized through the redemption date of the stock and
treated as a reduction to earnings for earnings per share
calculations.  Upon exchange of the Series D Preferred Stock for
common stock in October 2003, the unamortized beneficial
conversion feature was charged against paid in capital.

SERIES E-1 AND E-2 CONVERTIBLE PREFERRED STOCK

     During the fourth quarter of 2001, the Company issued 3,750
shares of Series E-1 Convertible Preferred Stock and 3,750 shares
of Series  E-2 Convertible Preferred Stock (the "Series E
Preferred Stock") for an aggregate of $7,500,000.  The holders of
the Series E Preferred Stock are entitled to receive dividends,
payable semi-annually, at a rate of 7% if paid in cash or 9% if
paid in the Company's common stock.  The Series E Preferred Stock
was convertible into 40,000 shares of the Company's common stock
any time prior to July 2004 at the election of the holder.  The
Company also had the right to convert the Series E Preferred
Stock, but only when the closing price of the Company's common
stock had exceeded $262 per share for 30 consecutive trading
days.  Holders were entitled to a liquidation preference equal to
the initial purchase of $1,000 per share plus any accrued and
unpaid dividends.  The Series E Preferred Stock would be
redeemable in July 2004 if still outstanding.  In 2003, all
outstanding shares of Series E preferred stock were exchanged for
common stock as further described below.

     The Company issued 1,600 shares of the Company's common
stock and certain warrants to purchase shares of the Company's
common stock in connection with the issuance of the Series E
Preferred Stock.  The fair market value of the Company's common
stock at the

                                Page 96

time of issuance was above the accounting conversion
price resulting in an imputed dividend (beneficial conversion
feature).  The estimated fair value of the warrants issued
(calculated using the Black Scholes option pricing model) and the
imputed dividend totaled $1,614,000 which was recorded as a
discount to the Series E-1 and Series E-2 Preferred Stock.  The
discount is being amortized through the redemption date of the
stock and treated as a reduction to earnings for earnings per
share calculations. Upon exchange of the Series E Preferred Stock
for common stock in October 2003, the unamortized beneficial
conversion feature was charged against paid in capital.

     On October 15, 2002, the Company and preferred stockholders
agreed to amend the Certificates of Designations of Series D,
Series E-1 and Series E-2 Preferred Stock to (i) reduce the
conversion price from $200 per share for the Series D Preferred
Stock and from $187.50 per share for Series E Preferred Stock to
$131.25 per share for both Series D and Series E Preferred Stock;
and (ii) extend the redemption date to July 16, 2006.  With the
assistance of an independent valuation firm, the Company
determined that the additional value associated with the
reduction in the conversion price was offset by the extension of
the redemption date and that there was no loss or gain
attributable to the amendment to the Certificates of
Designations.

     On October 20, 2003, the Company and the preferred
stockholders entered into an agreement to (i) exchange all
outstanding shares of Series D Preferred Stock, plus accrued and
unpaid dividends, for an aggregate of 320,000 shares of common
stock; and (ii) exchange all outstanding shares of series E
Preferred Stock, plus accrued and unpaid dividends, for an
aggregate of 80,000 shares of common stock.  In connection with
this conversion, the Company recorded a charge of $42,000 against
paid in capital as an inducement to convert.  At this time the
Company also recorded the unamortized beneficial conversion
feature of the Series D and Series E Preferred Stock as a charge
against paid in capital.


NOTE 14 - STOCK-BASED COMPENSATION PLANS AND WARRANTS
-----------------------------------------------------

STOCK OPTIONS AND WARRANTS

     The Company issues options pursuant to its 1996 Stock Option
Plan (the "1996 Plan") and the 1998 Non-Qualified Stock Option
Plan (the "1998 Plan") approved by the Board of Directors in
February 1998.  The Company also grants stock awards pursuant to
its 2000 Stock Award Plan described below.  Collectively, the
plans provide for the granting of up to 160,000 shares.  At
December 31, 2003, the Company has approximately 35,756 shares
remaining that can be granted under the plans.  All options are
granted at a price approximating fair market value at the date of
grant, have vesting periods ranging from issuance date to five
years, have maximum terms ranging from five to seven years and
are issued to directors, officers, consultants and employees of
the Company.

     Compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Company's stock
at the date of the grant over the amount an employee must pay to
acquire the stock.

     The Company has adopted the disclosure-only provisions of
Statement of Financial

                                Page 97

Accounting Standards No. 123, ("SFAS 123"), "Accounting for
Stock-Based Compensation."  Accordingly, no compensation cost
has been recognized for the stock-based compensation other than
for non-employees.

     The fair value of each option granted during the periods
reported was estimated on the date of grant using the Black
Scholes option pricing model based on the weighted-average
assumptions of: risk-free interest rate of 4.08% for 2002, and
4.54% for 2001; expected volatility of 57.2% for 2002, and 40.0%
for 2001; expected life of  three years for 2002 and 2001; and an
expected dividend yield of zero for both years. No options were
granted in 2003.

     The following table summarizes stock option activity for the
periods noted.  All options listed below were issued to officers,
directors, employees and consultants.

                                                           WEIGHTED-
                                                           AVERAGE
                                               AMOUNT   EXERCISE PRICE
                                               ------   --------------
Outstanding at December 31, 2000              120,424      $ 161.25
     Granted                                   10,650      $ 240.50
     Expired or canceled                      (43,840)     $ 119.00
     Exercised                                (13,204)     $ 119.50
                                              -------

Outstanding at December 31, 2001               74,030      $ 201.25
     Granted                                    3,700      $ 183.75
     Expired or canceled                      (10,280)     $ 189.25
     Exercised                                 (5,740)     $ 132.75
                                              -------

  Outstanding at December 31, 2002             61,710      $ 207.43
     Granted                                        -             -
     Expired or canceled                       (7,760)     $ 207.43
     Exercised                                      -             -
                                              -------

  Outstanding at December 31, 2003             53,950(a)   $ 207.43
                                              =======

  Options exercisable at December 31, 2001     57,870      $ 198.50
                                              =======

  Options exercisable at December 31, 2002     54,690      $ 196.50
                                              =======

  Options exercisable at December 31, 2003     53,150      $ 115.80
                                              =======

  Weighted-average years of remaining
   contractual life of options outstanding
   at December 31, 2003                          0.95
                                              =======

      (a) Exercise prices vary from $165.75 to $292.50 and
          expiration dates vary from January 2004 to February 2007.

     The weighted-average fair value of options granted during
the years 2002 and 2001

                                Page 98

were $83.22, and $86.00, respectively.

     The Company accounts for equity securities issued to non-
employees in accordance with the provisions of SFAS 123 and
Emerging Issues Task Force 96-18.  During the years ended
December 31, 2002 and 2001, the Company issued 64,000, and 8,600
warrants with weighted-average exercise prices of $50.75, and
$189.75, respectively.  No warrants expired or were canceled
during any of the three periods discussed.  During 2002, in
connection with the loan amendments for the Cadiz obligations
described in Note 10, the Company repriced certain warrants
previously issued resulting in a reduction in the weighted-
average exercise price.  At December 31, 2002, there were 113,600
warrants outstanding with a weighted-average exercise price of
$58.50 per share, which expire through 2006.

     In connection with the Company's default in February 2003 on
its senior term loan and $25 million revolving credit facility,
as described in Note 10; (i) warrants held by the lender to
purchase 40,000 shares of the Company's common stock vested at an
exercise price of $0.25 per share; and (ii) the exercise price on
warrants held by the lender to purchase 57,000 shares of the
Company's common stock was automatically reset to $0.25 per
share.

     In December 2003, warrants to purchase 94,000 shares of
common stock were exercised for $23,500 in total cash proceeds.
At December 31, 2003, warrants to purchase 8,600 shares of common
stock of the Company at a weighted average exercise price of
$190.00 per share remained outstanding.

2000 STOCK AWARD PLAN

     The Cadiz Inc. 2000 Stock Award Plan ("Stock Award Plan")
was approved by the Company's shareholders in May 2000.  Under
the Stock Award Plan, the Company may issue various forms of
stock awards including restricted stock and deferred stock units
to attract, retain and motivate key employees or other eligible
persons.  As of December 31, 2003, the Company had outstanding
2,752 deferred stock units granted under the Stock Award Plan.
Each of the units entitle the holder to receive one share of the
Company's common stock for each deferred stock unit three years
from the date of grant.  During the year ended December 31, 2003,
26,027 stock units were exchanged for shares of the Company's
common stock.  The Company charged $152,000, $579,000 and
$566,000 to expense during the years ended December 31, 2003,
2002 and 2001, respectively, in connection with the Stock Award
Plan.

MANAGEMENT EQUITY INCENTIVE PLAN

     In December 2003, concurrently with the completion of the
restructuring of our financing arrangements with ING, the
Company's board of directors authorized the adoption of a
Management Equity Incentive Plan (the "Incentive Plan"). Under
the Incentive Plan, a total of 1,472,051 shares of common stock
may be granted to key personnel. The Board has formed an initial
allocation committee to direct the initial allocation of 717,373
of these shares. The Board has authorized the initial allocation
committee to award all or part of the initial allocation shares
to key personnel (including members of such committee) without
further approval of the Board. Any initial allocation of shares
so granted will be subject to vesting conditions. One-third of
the shares granted will vest

                                Page 99

on the date of the grant.  The remaining two-thirds will vest in
two equal installments on December 11, 2004 and December 11, 2005
(subject to continued status of the recipient as an employee or
consultant to Cadiz as of the respective vesting date, but also
subject to immediate vesting in full of any theretofore unvested
shares upon any termination without cause).

     The 754,678 shares covered by the Incentive Plan which are
not part of the initial allocation are issuable pursuant to the
direction of, and upon such vesting and other conditions as may
be established by, the Compensation Committee.

     No shares have been granted or issued under the Incentive Plan.

NON-RECURRING COMPENSATION EXPENSE

     In 2001, the Company issued 22,567 deferred stock units to
certain senior managers of Cadiz and Sun World.  These deferred
stock units were issued in exchange for the cancellation of
42,200 fully vested options to purchase the Company's common
stock held by senior managers.  In accordance with the terms of
Stock Option Exchange Agreements, the number of the deferred
stock units issued was calculated based on the average closing
price for the 10 business days following the filing of the
Company's Annual Report on Form 10-K for the year ended December
31, 2000 on March 29, 2001.  Each deferred stock unit is
exchangeable for one share of the Company's common stock at the
end of the deferral period elected by the holder.  The Company
recorded a one-time charge of $5,537,000 in 2001 and no cash was
expended in connection with the issuance of the deferred stock
units.


NOTE 15 - SEGMENT INFORMATION
-------------------------------

        With Sun World's filing of voluntary petitions for relief
under Chapter 11 of the Bankruptcy code as further described in
Note 1, the primary business of the Company is to acquire and
develop water resources.

        The Company had two reportable segments; water resources
(Cadiz) and agriculture (Sun World).  The accounting policies of
the segments are the same as those described in the summary of
significant accounting polices.  The Company's operations are
reported in the following business segments:

        Financial information by reportable business segment is
reported in the following tables:

                                       2003       2002       2001
                                       ----       ----       ----
                                              ($ in thousands)
External sales:
 Water Resources                     $     157  $      16  $       3
 Agricultural                            3,005    114,234     92,399
                                     ---------  ---------  ---------

Consolidated                         $   3,162  $ 114,250  $  92,402
                                     =========  =========  =========

                                Page 100

Inter-segment sales:
  Water Resources                    $     146  $   2,051  $   1,900
  Agricultural                            (146)    (2,051)    (1,900)
                                     ---------  ---------  ---------

Consolidated                         $       -  $       -  $       -
                                     =========  =========  =========
Total sales:
  Water Resources                    $     303  $   2,067  $   1,903
  Agricultural                           3,005    114,234     92,399
  Other                                   (146)    (2,051)    (1,900)
                                     ---------  ---------  ---------

Consolidated                         $   3,162  $ 114,250  $  92,402

                                     =========  =========  =========
Profit (loss) before income taxes:
  Water Resources                    $  (5,236) $  (7,575) $     338
  Agricultural                          (1,200)     6,446     (6,452)
  Other                                   (195)        76          -
  Interest expense                      (4,905)   (21,172)   (19,551)
                                     ---------  ---------  ---------

Consolidated                         $ (11,536) $ (22,225) $ (25,665)
                                     =========  =========  =========

Assets:
  Water Resources                    $  49,526  $  45,591  $  46,309
  Agricultural                               -    146,417    152,168
  Other                                      -       (125)      (202)
                                     ---------  ---------  ---------

Consolidated                         $  49,526  $ 191,883  $ 198,275
                                     =========  =========  =========

Capital expenditures:
  Water Resources                    $      34  $     805  $   1,556
  Agricultural                             337      2,652      4,510
                                     ---------  ---------  ---------

Consolidated                         $     371  $   3,457  $   6,066
                                     =========  =========  =========

Depreciation and amortization:
  Water Resources                    $     553  $   1,022  $   1,137
  Agricultural                             190      6,458      7,014
                                     ---------  ---------  ---------

Consolidated                         $     743  $   7,480  $   8,151
                                     =========  =========  =========

Interest expense, net:
  Water Resources                    $   3,636  $   5,108  $   3,718
  Agricultural                           1,269     16,299     15,598
  Other                                      -       (235)       235
                                     ---------  ---------  ---------

Consolidated                         $   4,905  $  21,172  $  19,551
                                     =========  =========  =========

                                Page 101

NOTE 16 - CONTINGENCIES
-----------------------

     In December 1995, the Company filed an action relative to
the proposed construction and operation of a landfill (the "Rail-
Cycle Project") which was to be located adjacent to the Company's
Cadiz property with the Superior Court in San Bernardino County,
California.  The action challenged the various decisions by the
County of San Bernardino relative to the proposed Rail-Cycle
Project and sought compensatory damages.   In September 1998, the
Court granted defendants' motion for summary judgment.  The
Company appealed this decision and in August 2000, the California
Court of Appeals granted, in part, the Company's appeal.  The
Court's decision revoked all environmental and land-use
approvals, and thus effectively terminated the Rail-Cycle
Project, as proposed.

     The Company filed other civil actions against Waste
Management, Inc., which asserted claims arising from alleged
criminal and fraudulent conduct against the Company engaged in by
Waste Management in connection with the Rail-Cycle Project.

     In March 2001, the Company and Waste Management executed a
settlement agreement intended to fully and finally compromise and
settle the claims asserted by the Company against Waste
Management in all of the outstanding civil actions.  Pursuant to
the Settlement Agreement, Waste Management paid the Company $6
million in cash and granted to the Company an exclusive option to
receive, at no cost to the Company, up to approximately 7,000
acres of real property in eastern San Bernardino County primarily
adjacent to the Cadiz Program property.  In April 2001, the
Company exercised the option and has acquired the subject
property.  Net proceeds from the settlement are included in the
Company's statement of operations under the caption "Special
Litigation Recovery".

     In the normal course of its agricultural operations, the
Company handles, stores, transports and dispenses products
identified as hazardous materials.  Regulatory agencies
periodically conduct inspections and, currently, there are no
pending claims with respect to hazardous materials.

     The Company is involved in other legal and administrative
proceedings and claims.  In the opinion of management, the
ultimate outcome of each proceeding or all such proceedings
combined will not have a material adverse impact on the Company's
financial statements.

                                Page 102


NOTE 17 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
---------------------------------------------------
(In thousands except per share data)

                                      Quarter Ended
                       March 31,   June 30,   September 30,   December 31,
                          2003       2003         2003            2003
                          ----       ----         ----            ----

Revenues               $   3,046  $      97    $      19       $       -
Gross profit (loss)          367         47         (154)            (63)
Net loss applicable to
 common stock             (5,171)    (1,951)      (3,013)         (3,919)
Net loss per common
 share                 $   (3.53) $   (0.92)   $   (1.32)      $   (1.17)


                                      Quarter Ended
                       March 31,   June 30,   September 30,   December 31,
                          2002       2002         2002            2002
                          ----       ----         ----            ----

Revenues               $   7,750  $  23,063     $  64,280       $  19,157
Gross profit (loss)        1,497      6,215        16,820           3,362
Net loss applicable to
 common stock             (7,800)    (5,962)         (950)         (9,622)
Net loss per common
 share                 $   (5.40) $   (4.11)    $   (0.65)      $   (6.60)

                                Page 103




                              CADIZ INC.

     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

--------------------------------------------------------------------
                                                  December 31,
BALANCE SHEET ($ in thousands):                  2003       2002
--------------------------------------------------------------------

ASSETS

Current assets:
 Cash and cash equivalents                     $   3,422  $     189
 Net investment in and advances to subsidiary          -      1,739
   Note receivable from officer                        -      1,022
 Prepaid expenses and other                          248        323
                                               ---------  ---------
  Total current assets                             3,670      3,273

Property, plant, equipment and water
 programs, net                                    39,514     40,076
Goodwill                                           3,813      3,813
Restricted cash                                    2,142          -
Other assets                                         387        168
                                               ---------  ---------

                                               $  49,526  $  47,330
                                               =========  =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                              $     857  $   1,142
 Accrued liabilities                               1,545        987
 Long-term debt, current portion                       -     34,769
                                               ---------  ---------


  Total current liabilities                        2,402     36,898

Long-term debt                                    30,253          -
Other liabilities                                    654        611

Contingencies

Series D redeemable convertible preferred
 stock - $0.01 par value:
  5,000 shares authorized; shares issued and
  outstanding - none at December 31, 2003
  and 5,000 at December 31, 2002                       -      4,536

Series E-1 and E-2 redeemable convertible
 preferred stock - $0.01 par value:
  7,500 shares authorized; shares issued and
  outstanding - none at December 31, 2003 and
  7,500 at December 31, 2002                           -      6,406

Stockholders' equity:
 Series F convertible preferred stock - $.01
  par value:
  100,000 shares authorized, shares issued
  and outstanding - 100,000 at December
  31, 2003                                              1         -

 Common stock - $0.01 par value; 70,000,000
  shares authorized; shares issued and
  outstanding 6,471,384 at December 31, 2003
  and 1,458,659 at December 31, 2002                  65         15

Additional paid-in capital                       184,974    156,151
Accumulated deficit                             (168,823)  (157,287)
                                               ---------  ---------

 Total stockholders' equity                       16,217     (1,121)
                                               ---------  ---------

                                               $  49,526  $  47,330
                                               =========  =========

                                Page 104




                              CADIZ INC.

     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

--------------------------------------------------------------------
STATEMENT OF OPERATIONS                  Year Ended December 31,
($ in thousands)                       2003       2002       2001
--------------------------------------------------------------------


Revenues                             $     303  $   2,067  $   1,903
Special litigation recovery                  -          -      7,929
                                     ---------  ---------  ---------

Total revenues and special
 litigation recovery                       303      2,067      9,832
                                     ---------  ---------  ---------
Costs and expenses:
 Cost of sales                             333        103        118
 General and administrative              4,653      7,500      5,433
 Non-recurring compensation expense          -          -      2,584
 Removal of underperforming crops            -      1,017        222
 Write off of investment in
  subsidiary                               195          -          -
 Depreciation and amortization             553      1,022      1,137
                                     ---------  ---------  ---------

 Total costs and expenses                5,734      9,642      9,494
                                     ---------  ---------  ---------

Operating profit (loss)                 (5,431)    (7,575)       338

Loss from subsidiary                    (2,469)    (9,540)   (22,342)

Interest expense, net                    3,636      5,108      3,718
                                     ---------  ---------  ---------

Net loss before income taxes           (11,536)   (22,223)   (25,722)

Income taxes                                 -          2          -
                                     ---------  ---------  ---------

Net loss                               (11,536)   (22,225)   (25,722)

Less:  Preferred stock dividends           918      1,125        591
       Imputed dividend on preferred
        stock                            1,600        984        441
                                     ---------  ---------  ---------

Net loss applicable to common stock  $ (14,054) $ (24,334) $ (26,754)
                                     =========  =========  =========

                                Page 105



                              CADIZ INC.

     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

--------------------------------------------------------------------------
                                                Year Ended December 31,
STATEMENT OF CASH FLOWS ($ in thousands)      2003       2002       2001
--------------------------------------------------------------------------

Cash flows from operating activities:
 Net loss                                  $ (11,536) $ (22,225) $ (25,722)
 Adjustments to reconcile net loss to
  net cash provided by (used for)
  operating activities:
  Depreciation and amortization                1,336      5,181      3,521
  Write off of investment in subsidiary          195          -          -
  Stock issued for services                      550          -          -
  Compensation paid through settlement of
   note receivable from officer                  841          -          -
  Interest paid in common stock                   12          -          -
  Loss from subsidiary                         2,470      9,540     22,342
  (Gain) loss on disposal of assets               43         (3)         5
  Removal of underperforming crops                 -      1,017        222
  Land received from litigation settlement         -          -     (2,000)
  Compensation charge for deferred
   stock units                                   126        272        271
  Non-recurring compensation expense               -          -      2,584
  Accrued interest on note receivable
   from officer                                    -        (22)         -
  Changes in operating assets and
   liabilities:
   Increase in due to subsidiary                   -     (1,360)         -
   Decrease (increase) in prepaid expenses
    and other                                     75       (112)         8
   Increase in accounts payable                 (155)      (189)       121
   Increase (decrease) in accrued
    liabilities                                1,117         (9)        97
   Increase (decrease) in due to affiliate        45          -          -
   Decrease in other liabilities                   -          -         (7)
                                           ---------  ---------  ---------

  Net cash provided by (used for)
   operating activities                       (4,881)    (7,910)     1,442
                                           ---------  ---------  ---------


Cash flows from investing activities:
 Additions to property, plant and
  equipment                                        -       (138)       (88)
 Additions to developing crops                     -        (24)      (109)
 Additions to water programs                     (34)      (643)    (1,359)
 Proceeds from disposal of property,
  plant and equipment                              -          3          2
 Loan to officer                                 181     (1,000)         -
 Increase in restricted cash                  (2,142)         -          -
 Increase in other assets                          5        124       (575)
                                           ---------  ---------  ---------

  Net cash used for investing activities      (1,990)    (1,678)    (2,129)
                                           ---------  ---------  ---------

Cash flows from financing activities:
 Net proceeds from issuance of stock          10,304        764      1,583
 Financing costs                                (400)         -          -
 Proceeds from convertible
  note payable                                   200          -          -
 Net proceeds from short-term borrowings           -     10,000          -
 Proceeds from issuance of preferred stock         -          -      7,500
 Intercompany revolver with subsidiary             -       (977)   (11,254)

 Principal payments on long-term debt              -          -       (251)
 Bank overdraft                                    -       (410)       410
                                           ---------  ---------  ---------

                                Page 106

  Net cash (used for) provided by
   financing activities                       10,104      9,377     (2,012)
                                           ---------  ---------  ---------

Net decrease in cash and cash equivalents      3,233       (211)    (2,699)

Cash and cash equivalents, beginning
 of period                                       189        400      3,099
                                           ---------  ---------  ---------

Cash and cash equivalents, end of period   $   3,422  $     189  $     400
                                           =========  =========  =========

                                Page 107



                                     CADIZ INC.

                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

-------------------------------------------------------------------------------
For the years ended December 31, 2003, 2002 and 2001 ($ in thousands)
-------------------------------------------------------------------------------

                     BALANCE AT   ADDITIONS CHARGED TO                BALANCE
YEAR ENEDED          BEGINNING   COSTS AND      OTHER                 AT END
DECEMBER 31, 2003    OF PERIOD   EXPENSES      ACCOUNTS  DEDUCTIONS  OF PERIOD
-----------------    ---------   --------      --------  ----------  ---------

Allowance for
 doubtful accounts   $     547   $       -    $     547   $       -  $       -
                     =========   =========    =========   =========  =========

Tax valuation
 allowance           $  65,018   $       -    $ (21,258)  $       -  $ (43,760)
                     =========   =========    =========   =========  =========


YEAR ENDED
DECEMBER 31, 2002
-----------------

Allowance for
 doubtful accounts   $     506   $     200    $       -   $     159  $     547
                     =========   =========    =========   =========  =========

Tax valuation
 allowance           $  59,405   $       -    $   5,613   $       -  $  65,018
                     =========   =========    =========   =========  =========


YEAR ENDED
DECEMBER 31, 2001
-----------------

Allowance for
 doubtful accounts   $     522   $       -    $       -   $      16  $     506
                     =========   =========    =========   =========  =========

Tax valuation
 allowance           $  47,649   $       -    $  11,756   $       -  $  59,405
                     =========   =========    =========   =========  =========

                                Page 108




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholder of
Sun World International, Inc.


     In our opinion, the accompanying consolidated balance sheet
and the related consolidated statements of operations, cash flows
and stockholder's deficit present fairly, in all material
respects, the financial position of Sun World International,
Inc., a wholly-owned subsidiary of Cadiz Inc., and its
subsidiaries at December 31, 2003 and 2002 and the results of
their operations and their cash flows for each of the three years
in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of
America.  These financial statements are the responsibility of
the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits.  We
conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States).  These standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

     As discussed in Note 1 to the accompanying financial
statements, Sun World International, Inc. and certain of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code on January 30,
2003.  Management continues to operate the Company as a debtor-in-
possession until a Plan of Reorganization is approved by its
creditors and confirmed by the Bankruptcy Court.  The Company's
objectives in regard to this matter are also discussed in Note 1.
The accompanying financial statements have been prepared using
accounting principles applicable to a going concern, which
assumes realization of assets and settlement of liabilities in
the normal course of business.  The uncertainties inherent in the
bankruptcy process raise substantial doubt about the Company's
ability to continue as a going concern.  The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.


/s/  PricewaterhouseCoopers LLP
-------------------------------



Los Angeles, California
March 5, 2004, except for Note 17 for which the date is September 17, 2004

                                Page 109




SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

CONSOLIDATED STATEMENT OF OPERATIONS
-----------------------------------------------------------------------
                                           Year Ended December 31,
($ in thousands)                         2003       2002       2001
-----------------------------------------------------------------------

Revenues                               $ 100,938  $ 114,583  $  91,973
                                       ---------  ---------  ---------
Costs and expenses:
 Cost of sales                            86,989     86,880     79,390
 General and administrative                8,889      9,243      8,980
 Non-recurring compensation expense            -          -      2,953
 Unusual items (Note 15)                       -      1,710          -
 Removal of underperforming crops            926      3,497        514
 Depreciation and amortization             6,873      6,458      7,014
                                       ---------  ---------  ---------

                                         103,677    107,788     98,851
                                       ---------  ---------  ---------

Operating income (loss)                   (2,739)     6,795     (6,878)

(Gain) loss on sale of property             (387)       349       (426)
Interest expense, net (contractual
 interest for fiscal year 2003
 was $17,041)                              2,932     16,299     15,598
                                       ---------  ---------  ---------

Loss before reorganization items and
 income taxes                             (5,284)    (9,853)   (22,050)

Reorganization items:
 Debt issuance costs                         912          -          -
 Professional fees                         3,770          -          -
                                       ---------  ---------  ---------

Total reorganization items                 4,682          -          -
                                       ---------  ---------  ---------

Net loss before income taxes              (9,966)    (9,853)   (22,050)

Income tax (benefit) expense                 102         (2)        57
                                       ---------  ---------  ---------

Net loss                               $ (10,068) $  (9,851) $ (22,107)
                                       =========  =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 110



SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

CONSOLIDATED BALANCE SHEET
---------------------------------------------------------------------
                                                  December 31,
($ in thousands)                                2003       2002
---------------------------------------------------------------------
ASSETS

Current assets:
 Cash and cash equivalents                    $   1,548  $   3,040
 Accounts receivable, net                         7,031      6,732
 Inventories                                     12,851     13,638
 Prepaid expenses and other                       1,817        843
                                              ---------  ---------

    Total current assets                         23,247     24,253

Property, plant, and equipment, net             107,812    112,293
Intangible assets                                 1,903      1,934
Other assets                                      6,568      7,937
                                              ---------  ---------

 Total assets                                 $ 139,530  $ 146,417
                                              =========  =========

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:
 Accounts payable                             $   5,689  $   6,252
 Accrued liabilities                              2,280      5,829
 Due to parent company                                -     13,546
 Revolving credit facility                        4,423      4,400
 Long-term debt, current portion                    125      6,250
                                              ---------  ---------

     Total current liabilities                   12,517     36,277

Long-term debt                                      730    115,447

Deferred income taxes                             5,447      5,447

Other liabilities                                   365        928
                                              ---------  ---------

  Total liabilities not subject to compromise    19,059    158,099
                                              ---------  ---------

Liabilities subject to compromise under
 reorganization proceedings                     141,606          -
                                              ---------  ---------

Contingencies (Note 16)

Stockholder's deficit:
 Common stock, $0.01 par value, 300,000
  shares authorized; 42,000 shares issued
  and outstanding                                     -          -
 Additional paid-in capital                      39,123     38,508
Accumulated deficit                             (60,258)   (50,190)
                                              ---------  ---------

  Total stockholder's deficit                   (21,135)   (11,682)
                                              ---------  ---------

 Total liabilities and stockholder's deficit  $ 139,530  $ 146,417
                                              =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 111



SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------------------------------------------
                                             Year Ended December 31,
($ in thousands)                           2003       2002       2001
------------------------------------------------------------------------

Cash flows from operating activities:
Net loss                                $ (10,068) $  (9,851) $ (22,107)
Adjustments to reconcile net loss to net
cash used for operating activities:
  Depreciation and amortization             6,987      8,295      8,143
  Write off of debt issuance costs            912          -          -
  Valuation allowance                       1,500          -          -
  Loss (gain) on disposal of assets          (387)       349       (426)
  Removal of underperforming crops            926      3,497        514
  Shares of KADCO stock earned
   for services                              (938)    (1,250)    (1,250)
  Compensation charge for deferred
   stock units                                211        307        296
  Non-recurring compensation expense            -          -      2,953
  Changes in operating assets and
   liabilities:
   (Increase) decrease in accounts
    receivable                               (299)      (406)     1,553
   Decrease (increase) in inventories         246     (1,039)     1,830
   Increase in prepaid expenses
    and other                                (974)      (265)      (160)
   Increase (decrease) in accounts
    payable                                 3,143     (4,176)     3,734
   Increase (decrease) in accrued
    liabilities                               247        687       (647)
   (Decrease) increase in due to parent         -       (668)     1,983
   (Decrease) increase in other
    liabilities                              (159)       315         58
                                        ---------  ---------  ---------

Net cash provided by (used for)
 operating activities before
 reorganization items                       1,347     (4,205)    (3,526)
Increase in liabilities subject to
 compromise under reorganization
 proceedings                                  559          -          -
                                        ---------  ---------  ---------

  Net cash provided by (used for)
   operating activities                     1,906     (4,205)    (3,526)
                                        ---------  ---------  ---------

Cash flows from investing activities:
Additions to property, plant,
 and equipment                             (2,831)      (500)    (1,495)
Additions to developing crops              (1,963)    (2,152)    (3,015)
Proceeds from disposal of property,
 plant and equipment                        2,754      2,460        450
(Increase) decrease in other assets          (539)      (219)       494
                                        ---------  ---------  ---------

  Net cash used for investing activities   (2,579)      (411)    (3,566)
                                        ---------  ---------  ---------

Cash flows from financing activities:
Proceeds from issuance of
 long-term debt                               136          -          -
   Principal payments on long-term debt      (978)      (762)    (1,313)
Net proceeds from short-term borrowings        23      4,400          -
Intercompany revolver with parent               -      2,960      9,271
                                        ---------  ---------  ---------

  Net cash (used for) provided by
   financing activities                      (819)     6,598      7,958
                                        ---------  ---------  ---------

Net increase (decrease) in cash and
 cash equivalents                          (1,492)     1,982        866

Cash and cash equivalents at beginning
 of period                                  3,040      1,058        192
                                        ---------  ---------  ---------

Cash and cash equivalents at end
 of period                              $   1,548  $   3,040  $   1,058
                                        =========  =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 112



SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)

($ in thousands)
--------------------------------------------------------------------------------
                                        ADDITIONAL                    TOTAL
                       COMMON STOCK      PAID-IN    ACCUMULATED   STOCKHOLDER'S
                     SHARES     AMOUNT   CAPITAL      DEFICIT    EQUITY(DEFICIT)
                     ------     ------   -------      -------    ---------------

Balance as of
 December 31, 2000   42,000     $    -  $ 35,325     $ (18,232)     $   17,093

Capital contribution
 from parent for
 the value of the
 non-recurring
 compensation             -          -     2,953             -           2,953

Revaluation of
 derivative for
 warrants issued
 by parent                -          -      (235)            -            (235)

Capital
 contribution from
 parent for
 warrants issued
 relating to senior
 unsecured term loan      -          -       230             -             230


Net loss                  -          -         -       (22,107)        (22,107)
                    -------     ------  --------     ---------       ---------

Balance as of
 December 31, 2001   42,000          -    38,273       (40,339)         (2,066)

Revaluation of
 derivative for
 warrants issued
 by parent                -          -       235             -             235


Net loss                  -          -         -        (9,851)         (9,851)
                    -------     ------  --------     ---------       ---------


Balance as of
 December 31, 2002   42,000          -    38,508       (50,190)        (11,682)

Exchange of deferred
 stock units for
 parent's common
 stock                    -          -       615             -             615

Net loss                  -          -         -       (10,068)        (10,068)
                    -------     ------  --------     ---------       ---------

Balance as of
 December 31, 2003   42,000          -  $ 39,123     $ (60,258)      $ (21,135)
                    =======     ======  ========     =========       =========

See accompanying notes to the consolidated financial statements.

                                Page 113



SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
==========================================

NOTE 1 - NATURE OF OPERATIONS AND REORGANIZATION UNDER CHAPTER 11
-----------------------------------------------------------------

     Founded in 1975, Sun World International, Inc. ("SWII" or
"Sun World") and its subsidiaries (collectively, the "Company")
operate as the agricultural segment of Cadiz Inc. ("Cadiz").  The
Company is an integrated agricultural operation that owns
approximately 17,100 acres of land, primarily located in two
major growing areas of California: the San Joaquin Valley and the
Coachella Valley.  Fresh produce, including table grapes,
stonefruit, citrus, peppers and watermelons is marketed, packed
and shipped to food wholesalers and retailers located throughout
the United States and to more than 30 foreign countries.  The
Company owns and operates three cold storage and/or packing
facilities located in California, of which two are operated and
one is leased to a third party.

     On January 30, 2003 (the "Petition Date"), SWII and certain
of its subsidiaries (Sun Desert Inc., Coachella Growers, and Sun
World/Rayo) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code. The filing was made in the United States
Bankruptcy Court, Central District of California, Riverside
Division ("Bankruptcy Court").  Included in the Consolidated
Financial Statements are subsidiaries operated outside the United
States, which have not commenced Chapter 11 cases or other
similar proceedings elsewhere, and are not debtors.  The assets
and liabilities of such non-filing subsidiaries are not
considered material to the Consolidated Financial Statements.
SWII sought bankruptcy protection in order to access a seasonal
financing package of up to $40 million to provide working capital
through the 2003-2004 growing seasons.

     As a debtor-in-possession, Sun World is authorized to
continue to operate as an ongoing business, but may not engage in
transactions outside the ordinary course of business without the
approval of the Bankruptcy Court.  Under the Bankruptcy Code,
actions to collect pre-petition indebtedness, as well as most
other pending litigation, are stayed and other contractual
obligations against Sun World may not be enforced.  In addition,
under the Bankruptcy Code, Sun World may assume or reject
executory contracts, including lease obligations.  Parties
affected by these rejections may file claims with the Court in
accordance with the reorganization process.  Absent an order of
the Court, substantially all pre-petition liabilities are subject
to settlement under a plan of reorganization to be voted upon by
creditors and equity holders and approved by the Bankruptcy
Court.

     The four Sun World entities are the joint proponents of the
Debtors' Joint Plan of Reorganization Dated November 24, 2003
(the "Plan").  Under the Plan, which is subject to amendment and
modification, the Reorganized Sun World will continue to operate
as a going concern on and after the Plan's effective date.  The
Plan provides for the restructuring of Sun World's balance sheet
by providing for Sun World to issue equity interests in the
Reorganized Company to the holders of its First Mortgage Notes in
full satisfaction of their mortgage note claims; for the payment
in full of convenience claims and trade claims; and for Sun World
to issue equity interests in the Reorganized Company to entities
holding certain other unsecured claims in full satisfaction of
those claims.  Exit financing to be provided by an exit lender
under the Plan should meet the Company's need for seasonal
financing following the effective date.  The hearing to consider
the adequacy of the disclosure statement accompanying the Plan
and to approve solicitation procedures for the voting by
creditors on the Plan is scheduled for May 7,

                                Page 114

2004, but may be continued.  See Note 16, Subsequent Events.

     The financial statements of the Company have been prepared
using accounting principles applicable to a going concern, which
assumes realization of assets and settlement of liabilities in
the normal course of business and in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code".  Accordingly, all pre-petition
liabilities subject to compromise have been segregated in the
Consolidated Balance Sheet and classified as "Liabilities subject
to compromise under reorganization proceedings", at the estimated
amount of allowable claims.  The financial statements of the
Company do not purport to reflect or to provide for all of the
consequences of an ongoing Chapter 11 reorganization.
Specifically, but not all-inclusive, the financial statements of
the Company do not present: (a) the realizable value of assets on
a liquidation basis or the availability of such assets to satisfy
liabilities, (b) the amount which will ultimately be paid to
settle liabilities and contingencies which may be allowed in the
Chapter 11 reorganization, or (c) the effect of changes which may
be made resulting from a Plan of Reorganization.  The
appropriateness of using the going-concern basis is dependent
upon, among other things, confirmation of a Plan of
Reorganization, future profitable operations, the ability to
comply with debtor-in-possession financing agreements and the
ability to generate sufficient cash from operations to meet
obligations.

     Inherent in a successful Plan of Reorganization is a capital
structure that permits the Company to generate cash flows after
reorganization to meet its restructured obligations and fund the
current operations of the Company.  The Company's objective in
the Chapter 11 proceeding is to achieve the highest possible
recovery for all creditors and shareholders consistent with the
Company's ability to pay and the continuation of its business.
There can be no assurance that the Company will be able to attain
these objectives or reorganize successfully.  Because of the
ongoing nature of the reorganization case, the financial
statements contained herein are subject to material
uncertainties.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of
SWII and its subsidiaries, all of which are wholly-owned.  All
significant intercompany transactions have been eliminated.

BANKRUPTCY ACCOUNTING

   Since the Chapter 11 bankruptcy filing, the Company has
applied the provisions of SOP 90-7, which does not significantly
change the application of accounting principles generally
accepted in the United States of America; however, it does
require that the financial statements for periods including and
subsequent to filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.  As
disclosed in the Consolidated Statement of Operations,
reorganization items consist of the write off of unamortized debt
issuance costs as of the Petition Date of

                                Page 115

$912,000 and professional fees directly associated with the
reorganization of $3,770,000.  Of the professional fees incurred,
approximately $3,139,000 had been paid as of December 31, 2003.

RECLASSIFICATIONS

     These financial statements reflect certain reclassifications
made to the prior period balances to conform to the current year
presentation.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  In preparing these financial statements, management has
made estimates with regard to revenue recognition and valuation
of inventory, long-lived assets, and deferred tax assets.  Actual
results could differ from those estimates.

REVENUE RECOGNITION

     The Company recognizes crop sale revenue upon shipment and
transfer of title and risk of loss to customers.  Packing
revenues and marketing commissions from third party growers are
recognized when the related services are provided.  Proprietary
product development revenues are recognized based upon product
sales by licensees.  Project development and management fees are
recorded when earned under the terms of the related agreement.

     Revenues attributable to one national retailer totaled $11.1
million in 2003, $9.6 million in 2002 and $7.9 million in 2001.
Revenue for another national retailer totaled $11.6 million in
2003.  Export sales accounted for approximately 12.4%, 12.1% and
8.4%, of the Company's revenues for the years ended December 31,
2003, 2002 and 2001, respectively.  Service revenues and license
revenues were less than 10% of total revenues for each of the
years in the three-year period ended December 31, 2003.

RESEARCH AND DEVELOPMENT

     The Company incurs costs to research and develop new
varieties of proprietary products.  Research and development
costs are expensed as incurred.  Such costs were approximately
$2,791,000 for the year ended December 31, 2003, $2,424,000 for
the year ended December 31, 2002 and $2,023,000 for the year
ended December 31, 2001 and are included in general and
administrative expenses in the Consolidated Statement of
Operations.

CASH AND CASH EQUIVALENTS

     The Company considers all short-term deposits with an
original maturity of three months or less to be cash equivalents.
The Company invests its excess cash in deposits with major
international banks and short-term commercial paper and,
therefore, bears minimal risk.

                                Page 116

At times these deposits exceed federally insured limits. Such
investments are stated at cost, which approximates fair value,
and are considered cash equivalents for purposes of reporting
cash flows.

INVENTORIES

     Growing crops, harvested crops, and materials and supplies
are stated at the lower of cost or market, on a first-in, first-
out (FIFO) basis.  Growing and harvested crops inventory includes
direct costs and an allocation of indirect costs.

PROPERTY, PLANT, AND EQUIPMENT

     Property, plant, and equipment are stated at cost.

     The Company capitalizes direct and certain indirect costs
of planting and developing orchards and vineyards during the
development period, which varies by crop and usually ranges from
three to seven years.  Depreciation commences in the year
commercial production is achieved.

     Permanent land development costs, such as acquisition costs,
clearing, initial leveling and other costs required to bring the
land into a suitable condition for general agricultural use, are
capitalized and not depreciated since these costs have an
indefinite useful life.

     Depreciation is provided using the straight-line method over
the estimated useful lives of the assets, generally ten to forty-
five years for land improvements and buildings, three to twenty-
five years for machinery and equipment, and five to thirty years
for permanent crops.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company annually evaluates its long-lived assets,
including intangibles, for potential impairment.  When
circumstances indicate that the carrying amount of the asset may
not be recoverable, as demonstrated by estimated future cash
flows, an impairment loss would be recorded based on fair value.

     During the year ended December 2003, 2002 and 2001, the
Company incurred costs to remove certain underperforming crops,
primarily stonefruit, citrus, and wine grapes. The Company
recorded charges of $926,000, $3,497,000 and $514,000 in 2003,
2002 and 2001, respectively, in connection with the removal of
these crops which is shown under the heading "Removal of
underperforming crops" on the Consolidated Statement of
Operations.

INTANGIBLE AND OTHER ASSETS

     Water programs are stated at cost.  All costs directly
attributable to the development of such programs are being
capitalized by the Company.

     Capitalized loan fees represent costs incurred to obtain debt
financing.  Such costs

                                Page 117

are amortized over the life of the related loan.

     Trademark development costs represent legal costs incurred to
obtain and defend patents and trademarks related to the Company's
proprietary products throughout the world.  Such costs are
capitalized and amortized over their estimated useful life, which
ranges from 10 to 20 years.

     In October 1999, the Company entered into a management
agreement with Kingdom Agricultural Development Company (KADCO)
to develop and manage up to 100,000 acres of agricultural land in
southern Egypt called the Tushka project.  KADCO is controlled by
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz
Alsaud.  As compensation for project development and management,
the Company earns a quarterly fee of $312,500 based upon meeting
developmental milestones to be paid through an equity interest in
KADCO.  The management agreement expired on September 30, 2003.
The Company will receive licensing revenues from KADCO in the
future based upon plantings of proprietary varieties at the
Tushka project.  KADCO is currently engaged in a private
placement to raise the required funds to develop the project.
The Company anticipates receiving shares in KADCO for payment of
its project development and management fee in connection with the
completion of the private placement.  The amount of shares to be
received will be the current per share price used for the private
placement divided into the total amount of management fee earned
which is shown under the heading, "Receivable from KADCO to be
paid in common shares" in Note 6.

INCOME TAXES

     The Company is included in the consolidated federal and
combined state tax returns of Cadiz. The Company's current tax
liability is determined as though the Company filed its own
returns.  Income taxes are provided for using an asset and
liability approach which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences
of temporary differences between the financial statement and tax
bases of assets and liabilities at the applicable enacted tax
rates.  A valuation allowance is provided when it is considered
more likely than not that some portion or all of the deferred tax
assets will not be realized.

SUPPLEMENTAL CASH FLOW INFORMATION

     Cash payments for interest for the years ended December
31, 2003, 2002 and 2001 were $1,748,000, $14,484,000 and
$14,660,000, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS)
No. 146, Accounting for Costs Associated with Exit or Disposal
Activities.  This Statement addresses financial reporting for
costs associated with exits or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs in a
Restructuring).  The provisions of this Statement are effective
for exit or disposal activities initiated after December 31,
2002.  The adoption of this standard did not have a material
impact on the Company's financial position or results of
operations.

                                Page 118

     In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock-Based Compensation-Transition and Disclosure
- an amendment of SFAS No. 123.  This Statement amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based
employee compensation.  In addition, this Statement amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosure in both annual and interim financial statements about
the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  The
Statement is effective for fiscal years ending after December 15,
2002.  The adoption of this standard did not have a material
impact on the Company's financial position or results of
operations.

     In November 2002, the FASB issued FASB Interpretation
Number 45, or FIN 45, Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (an interpretation of SFAS No. 5, 57, and
107 and recission of FIN 34).  FIN 45 clarifies the requirements
of SFAS No. 5, Accounting for Contingencies, relating to a
guarantor's accounting for, and disclosure of, the issuance of
certain types of guarantees.  FIN 45 is effective January 1, 2003
and its adoption did not have a material impact on the Company's
financial position or results of operations.

     In January 2003, the FASB issued FIN 46, Consolidation
of Variable Interest Entities, and Interpretation of ARB 51.  The
primary objectives of FIN 46 are to provide guidance on the
identification of variable interest entities (VIE) for which
control is achieved through means other than through voting
rights and to determine when and which business enterprise should
consolidate the VIE.  The consolidated requirements of FIN 46
apply immediately to variable interest entities created after
January 31, 2003.  The Company adopted the provisions of FIN 46
effective February 1, 2003 and such adoption did not have a
material impact on the Company's financial position or results of
operations.  In December 2003, the FASB issued FIN 46R with
respect to VIE's created before January 31, 2003, which among
other things, revised the implementation date to the first fiscal
year or interim period ending after March 15, 2004, with the
exception of Special Purpose Entities (SPE).  The consolidation
requirements apply to all SPE's in the first fiscal year or
interim period beginning after December 15, 2003.  The adoption
of the provisions of FIN 46R is not expected to have a material
impact on the Company's financial position or results of
operations since it currently has no SPE's.

     In April 2003, the FASB issued SFAS 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities.
SFAS 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under SFAS 133.  SFAS
149 is effective for contracts and hedging relationships entered
into or modified after June 30, 2003.  The adoption of this
standard did not have a material impact on the Company's
financial position or results of operations.

     In May 2003, the FASB issued SFAS 150, Accounting for
Certain Financial Instruments with Characteristics of Both
Liabilities and Equity.  SFAS 150 establishes standards for how
an issuer classifies and measures certain financial instruments
with characteristics of both debt and equity and requires an
issuer to classify certain instruments as liabilities in its
balance sheet.  For public entities, SFAS 150 is effective for
mandatorily redeemable financial instruments entered into or
modified after May 31, 2003 and is effective for all other
financial instruments as of the first interim period beginning
after June 15, 2003.  The adoption of this standard did not have
a material impact on the Company's financial position or results
of operations.

                                Page 119


NOTE 3 - ACCOUNTS RECEIVABLE
----------------------------

     Accounts receivable consist of the following (dollars in
thousands):

                                               December 31,
                                             2003       2002
                                             ----       ----

        Trade receivables                  $   4,054  $   4,303
        Other                                  3,447      2,976
                                           ---------  ---------

                                               7,501      7,279

        Less allowance for doubtful
         accounts                               (470)      (547)
                                           ---------  ---------

                                           $   7,031  $   6,732
                                           =========  =========

   Substantially all trade receivables are from large domestic
national and regional supermarket chain stores and produce
brokers and are unsecured.  Other receivables primarily include
juice grape and raisin sales, proceeds due from third party
marketers, receivables for international licensing, and other
miscellaneous receivables.


NOTE 4 - INVENTORIES
--------------------

   Inventories consist of the following (dollars in thousands):

                                             December 31,
                                           2003       2002
                                           ----       ----

        Growing crops                    $  10,427  $  10,702
        Materials and supplies               2,235      2,525
        Harvested product                      189        411
                                         ---------  ---------

                                         $  12,851  $  13,638
                                         =========  =========

     Depreciation related to permanent crops and related farming
equipment included in growing crop inventory totaled $1,833,
$2,131 and $1,848 at December 31, 2003, 2002 and 2001,
respectively.

                                Page 120

NOTE 5 - PROPERTY, PLANT, AND EQUIPMENT
---------------------------------------

   Property, plant, and equipment consist of the following
(dollars in thousands):

                                                  December 31,
                                                2003       2002
                                                ----       ----

        Land                                  $  44,325  $  46,482
        Permanent crops                          56,218     55,500
        Developing crops                          9,413     11,466
        Buildings                                21,780     21,212
        Machinery and equipment                  16,531     14,927
                                              ---------  ---------

                                                148,267    149,587

Less accumulated depreciation                   (40,455)   (37,294)
                                              ---------  ---------

                                              $ 107,812  $ 112,293
                                              =========  =========

     Depreciation expense for 2003, 2002 and 2001 was $6,521,
$6,156 and $6,795, respectively.


NOTE 6 - INTANGIBLE AND OTHER ASSETS
------------------------------------

     Intangible and other assets consist of the following
(dollars in thousands):

                                                 December 31,
                                               2003       2002
                                               ----       ----

        Water programs                       $   2,559  $   2,559
        Deferred loan costs, net                     7        988
        Long-term receivables                      502        327
        Capitalized trademark development,
         net                                     1,903      1,934
        Receivable from KADCO to be paid
          in common shares                       5,000      4,063
                                             ---------  ---------

                                                 9,971      9,871
        Valuation allowance                     (1,500)         -
                                             ---------  ---------

                                             $   8,471  $   9,871
                                             =========  =========

     Amortization expense of deferred loan costs was $113, $802
and $793 in 2003, 2002 and 2001, respectively, and is included in
interest expense in the statement of operations.  Amortization
expense for capitalized trademark development was $352, $302 and
$219 in 2003, 2002, and 2001, respectively.  Future amortization
of capitalized trademark development is as follows (in
thousands):  $285 - 2004; $285 - 2005; $286 - 2006; $278 - 2007;
$769 - 2008 and thereafter.

                                Page 121

NOTE 7 - ACCRUED LIABILITIES
----------------------------

     Accrued liabilities consist of the following (dollars in
thousands):


                                                 December 31,
                                               2003       2002
                                               ----       ----

        Interest                             $      35  $   2,695
        Payroll and benefits                     1,931      2,587
        Other                                      314        547
                                             ---------  ---------

                                             $   2,280  $   5,829
                                             =========  =========


NOTE 8 - REVOLVING CREDIT FACILITIES
------------------------------------

Pre-petition financing:

     In November 2002, Sun World was notified by its seasonal
revolving lender that it would not renew the Revolving Credit
Facility for the 2003 growing season. The seasonal revolver
expired on November 30, 2002.  The Company sought and obtained
extensions from its lender through January 31, 2003. During the
extension period, the Company sought to obtain seasonal financing
from several different lenders.  Each of these lenders wanted to
have a first position on all of the Company's assets in order to
lend outside of a Chapter 11 proceeding.  This required the
holders of the First Mortgage Notes to modify their agreement
with the Company.  As outlined in Note 1, the Company was unable
to procure the financing with the consent of all parties. On
January 30, 2003, Sun World and certain of its subsidiaries filed
a voluntary petition for Chapter 11.

     At December 31, 2002, $4.4 million was outstanding under the
Revolving Credit Facility that was subsequently paid off with
proceeds from the DIP financing on January 31, 2003.

Debtor-In-Possession (DIP) financing:

     On January 31, 2003, the Bankruptcy Court approved an interim
$15 million dollar DIP financing facility.  On March 3, 2003, the
Bankruptcy Court approved a final DIP financing facility
agreement with the same lender.  The DIP financing, as amended,
provides for varying commitment levels based upon the Company's
seasonal borrowing requirements with a peak commitment level of
$35 million during the June through August time frame.  The DIP
financing expires on November 30, 2004, bears interest at the
greater of Prime plus 4% or 8.25%, and is secured by
substantially all of the Company's assets.  Borrowing
availability is determined based on the lesser of: (1) eligible
percentages of inventory and accounts receivable plus a specified
amount starting at $15 million in March 2003 and reduced by
$150,000 per month thereafter; (2) certain multiples of trailing
12 months EBITDA as defined in the credit agreement; or (3)
eligible percentage of the current value of all real property.
The Company is required to meet certain financial and other
customary covenants.

                                Page 122

Approximately $4.4 million was outstanding under the DIP financing
facility at December 31, 2003.


NOTE 9 - LONG-TERM DEBT
-----------------------

     At December 31, 2003 and December 31, 2002, the carrying
amount of the Company's outstanding debt is summarized as follows
based upon the original contractual maturities (dollars in
thousands):


                                                 December 31,
                                               2003       2002
                                               ----       ----
     Amounts classified under Long-term debt:

   Series B First Mortgage Notes, interest
    payable semi-annually, with principal
    due in April 2004, interest at 11.25%
    (default interest at 12.25%)           $ 115,000  $ 115,000

   Unsecured term loan, interest payable
    quarterly, due December 31, 2002,
    default interest at LIBOR plus 5%          5,000      5,000

   Note payable to bank, quarterly
    principal installments of $72 plus
    interest payable monthly, due December
    31, 2003, interest at prime                    -        856

   Note payable to insurance company,
    quarterly installments of $120
    (including interest), due January 1,
    2005, interest at 7.75%                      654        654


   Other                                         201        187
                                           ---------  ---------

                                             120,855    121,697

   Less: Current portion                        (125)    (6,250)

         Amounts subject to compromise
          under reorganization proceedings   (120,000)        -
                                           ---------  ---------

                                           $     730  $ 115,447
                                           =========  =========

     Pursuant to the Company's various loan agreements, the
contractual maturities of long-term debt outstanding (in
thousands) at December 31, 2003 are as follows: 2004 - $120,778,
2005 - $73, and 2006 - $4.  Included in these amounts are
significant pre-petition obligations for which payments have been
suspended as a result of the Chapter 11.  Therefore, the
commitments shown above will not reflect actual cash outlays in
the future period.

                                Page 123

     As a result of the Chapter 11, all required principal
payments on pre-petition debt were suspended other than for
obligations classified as "Other" above.  For the period
subsequent to the Petition Date, interest on the debt classified
under "Liabilities subject to compromise under reorganization
proceedings" was not paid or accrued in accordance with SOP 90-7.
Contractual interest on these debt instruments at the default
rate for the year ending December 31, 2003 was $13.2 million in
excess of recorded interest of $1.1 million included in the
Consolidated Income Statement for these debt instruments.

     In April 1997, the Company issued $115 million of Series A
First Mortgage Notes through a private placement.  The notes have
subsequently been exchanged for Series B First Mortgage Notes,
which are registered under the Securities Act of 1933 and are
publicly traded.  Prior to the Chapter 11, the First Mortgage
Notes were secured by a first lien (subject to certain permitted
liens) on substantially all of the assets of the Company and its
subsidiaries other than growing crops, crop inventories and
accounts receivable and proceeds thereof, which secured the
Revolving Credit Facility.  With the entering into the DIP
Facility as described in Note 8, the note holders now have a
second position on substantially all of the Company's assets for
so long as the DIP Facility is outstanding.

     The First Mortgage Notes are also secured by the guarantees
of Coachella Growers, Inc., Sun Desert, Inc., Sun World/Rayo, and
Sun World International de Mexico S.A. de C.V. (collectively, the
"Sun World Subsidiary Guarantors") and by Cadiz.  Cadiz also
pledged all of the stock of Sun World as collateral for its
guarantee.  See Note 13 for additional discussion of Cadiz
guarantee.

     In December 2000, Sun World entered into a two-year $5
million senior unsecured term loan.  In connection with obtaining
the loan, 50,000 shares of Cadiz' common stock as well as certain
warrants to purchase shares of Cadiz' common stock were issued.
The fair value of the stock and the warrants were recorded as a
debt discount and were fully amortized over the life of the loan
through December 31, 2002.  At December 31, 2002, the Company did
not repay the loan and thus, the Company was in default.  With
the default, pursuant to the terms of the agreement, the interest
rate was increased by 2%. In connection with the Company's
Chapter 11 filing, all principal and interest payments on this
obligation have been suspended.


NOTE 10 - LIABILITIES SUBJECT TO COMPROMISE UNDER REORGANIZATION
          PROCEEDINGS
----------------------------------------------------------------

     Under bankruptcy law, actions by creditors to collect
indebtedness Sun World owed prior to the Petition Date are stayed
and certain other pre-petition contractual obligations may not be
enforced against the Company.  The Company has received approval from
the Bankruptcy Court to pay certain pre-petition liabilities
including employee salaries and wages, benefits, other employee
obligations, and certain grower liabilities entitled to trust
protection under the Perishable Agricultural Commodities Act
(PACA).  Except for certain secured debt obligations, all pre-
petition liabilities have been classified as "Liabilities subject
to compromise under reorganization proceedings" in the
Consolidated Balance Sheet.  Adjustments to the claims may result
from negotiations, payments authorized by Bankruptcy Court order,
rejection of executory

                                Page 124

contracts including leases, or other events.

     Pursuant to an order of the Bankruptcy Court, Sun World
mailed notices to all known creditors that the deadline for
filing proofs of claim with the Court was August 29, 2003.  An
estimated 340 claims were filed as of August 29, 2003.  Amounts
that Sun World has recorded are in many instances different from
amounts filed by our creditors.  Differences between amounts
scheduled by Sun World and claims by creditors are being
investigated and resolved in connection with our claims
resolution process.  Until the process is complete, the ultimate
number and amount of allowable claims cannot be ascertained.  The
ultimate resolution of these claims will be based upon the final
plan of reorganization.

     Liabilities subject to compromise under reorganization
proceedings are summarized as follows (dollars in thousands):

                                              December 31,
                                                 2003
                                                 ----
        Accounts payable                       $   4,311
        Interest payable                           3,795
        Due to parent company (see note 13)       13,500
        Long-term debt (see note 9)              120,000
                                               ---------

            Total                              $ 141,606
                                               =========


NOTE 11 - INCOME TAXES
----------------------

     Significant components of the Company's deferred income tax
assets and liabilities as of December 31, 2003 and 2002 are as
follows (dollars in thousands):

                                                 December 31,
                                                2003      2002
                                                ----      ----
   Deferred tax liabilities:
        Net fixed assets basis difference   $   9,111  $   8,792
        Other                                      48         48
                                            ---------  ---------

          Total deferred tax liabilities        9,159      8,840
                                            ---------  ---------

   Deferred tax assets:
        Net operating losses                   28,079     23,551
        State taxes                             1,853      1,854
        Reserves and accruals                     748      1,473
        Other                                     989        943
                                            ---------  ---------

          Total deferred tax assets            31,669     27,821

   Valuation allowance for deferred
    tax assets                                (27,957)   (24,428)
                                            ---------  ---------

          Net deferred tax liability       $   5,447  $   5,447
                                           =========  =========

                                Page 125

     As of December 31, 2003, the Company has net operating loss
(NOL) carryforwards of approximately $71.2 million for federal
income tax purposes.  Such carryforwards expire in varying
amounts through the year 2023.  As of December 31, 2003, the
Company has state NOL carryforwards of approximately $43.9
million.  These NOL carryforwards expire in varying amounts
through the year 2014.

     A reconciliation of the income tax (benefit) expense to the
statutory federal income tax rate is as follows (dollars in
thousands):

                                           Year Ended December 31,
                                         2003       2002       2001
                                         ----       ----       ----

  Expected federal income tax benefit
   at 34%                            $  (3,388) $   (3,350) $  (7,497)
  Loss with no tax benefit provided      2,696       3,322      7,531
  Federal AMT refund                         -         (73)         -
  State income tax                           2           3          6
  Foreign withholding taxes                100          68         51
  Restructuring costs                      661           -          -
  Other non-deductible expenses             31          28        (34)
                                     ---------  ----------  ---------
       Income tax (benefit) expense  $     102  $       (2) $      57
                                     =========  ==========  =========


NOTE 12 - EMPLOYEE BENEFIT PLANS
--------------------------------

     The Company participates in the Cadiz Inc. 401(k) Plan for its
employees. Employees must work 1,000 hours annually and have
completed one year of service to be eligible to participate in
this plan.  The Company matches 100% of the first three percent
deferred by an employee and 50% of the next two percent deferred.
For those hourly employees covered under a collective bargaining
agreement, contributions are made to a multi-employer pension
plan in accordance with negotiated labor contracts and are
generally based on the number of hours worked.  Total Company
contributions to these plans (in thousands) totaled $296,000 in 2003,
$266,000 in 2002 and $243,000 in 2001.


NOTE 13 - RELATED PARTY TRANSACTIONS
------------------------------------

     In September 1996, the Company and Cadiz entered into a 10-
year services agreement which had three separate components:  (1)
the services agreement itself under which Cadiz provided
management and financial services to the Company in exchange for
an annual management fee of $1.5 million and reimbursement of
certain other expenses incurred on behalf of the Company; (2) an
agricultural lease of Cadiz-owned irrigated farmland in San
Bernardino County consisting primarily of citrus and grapes for
which the Company paid annual land rent of $250,000; and (3) a
tax sharing agreement which provided for Cadiz and Sun World to
file a consolidated tax return with Sun World paying to Cadiz an
amount equal to its current tax liability as though Sun World
filed its own returns.  Additionally, the Company had an
intercompany revolving credit agreement whereby the Company could
borrow from Cadiz as

                                Page 126

needed.  As of December 31, 2002, $12.2 million was owed to Cadiz
under the intercompany revolving credit agreement and $1.3 million
was payable to Cadiz under the services agreement.

     Effective July 1, 2003, the Company and Cadiz agreed to an
amended agricultural lease approved by the Bankruptcy Court
whereby the Company would lease approximately 370 acres of lemons
and table grapes for the 2004 harvest season with rent equal to
50% of the net farming profit from the sale of the crops.

     In November 2003, the Company, Cadiz and holders of the
majority of the First Mortgage Notes entered into a settlement
agreement with respect to the various claims between the parties
which was approved by the Bankruptcy Court.  The settlement
agreement provided for the following:  (1) Cadiz would be allowed
a general unsecured claim of $13.5 million in full and final
settlement of all of its claims against the Company; (2) the
Company and Cadiz consented to the termination of all contracts
and agreement to which Cadiz and the Company are parties
including the services agreement described above but excluding
the agricultural lease; (3) Cadiz waived any contention that it
was entitled to a recovery on account of its equity interest in
Sun World.

     In addition, pursuant to the settlement agreement, Cadiz
agreed to assign its $13.5 million claim to a trust for the
benefit of those holders of First Mortgage Notes who elect to
receive their prorata share of this trust.  Further, Cadiz agreed
to pledge its equity ownership in the Company to the trust.  The
$13.5 million claim is classified under the caption "Liabilities
subject to compromise under reorganization proceedings" on the
Consolidated Balance Sheet at December 31, 2003.

     The Company made payments to Cadiz of $0.3 million for 2003,
$1.9 million for 2002, and $0 for 2001, pursuant to the services
agreement (including the agricultural lease) described above.


NOTE 14 - NON-RECURRING COMPENSATION EXPENSE
--------------------------------------------

     In 2001, Cadiz issued 12,034 deferred stock units to certain
senior managers of Sun World.  These deferred stock units were
issued in exchange for the cancellation of 22,600 fully vested
options to purchase the Cadiz common stock held by senior
managers. In accordance with the terms of the Stock Option
Exchange Agreements, the number of the deferred stock units
issued was calculated based on the average closing price for the
10 business days following the filing of the Cadiz Annual Report
on Form 10-K for the year ended December 31, 2000 on March 29,
2001.  Each deferred stock unit is exchangeable for one share of
Cadiz common stock at the end of the deferral period elected by
the holder.  The Company recorded a one-time charge of $2,953,000
in 2001 and no cash was expended in connection with the issuance
of the deferred stock units.

                                Page 127

NOTE 15 - UNUSUAL ITEMS
-----------------------

     The Company is involved with various litigation proceedings
both domestically and internationally to protect its proprietary
fruit varieties from unauthorized use.  The Company is currently
involved in proceedings with domestic growers to enjoin their
unauthorized production of one of the Company's proprietary
grapevines, the Sugraone table grape.  During 2002, a California
state court issued a ruling adverse to Sun World in one of these
proceedings.  In March 2003, the appeals court upheld the
decision reached by the California state court. The Company wrote
off capitalized legal costs related to defending its intellectual
property rights to this variety as of December 31, 2002 resulting
in a charge of $1,097,000. The unfavorable outcome in this matter
could have an adverse impact on the Company's future financial
performance.

     As described in Note 1, the Company tried unsuccessfully to
restructure its debt and ultimately filed for Chapter 11 on
January 30, 2003.  In connection with these efforts, the Company
incurred $614,000 of professional fees.  As a result of the
unsuccessful debt restructuring, these costs have been written
off as of December 31, 2002.


NOTE 16 - CONTINGENCIES
-----------------------

     In the normal course of its agricultural operations, the
Company handles, stores, transports and dispenses products
identified as hazardous materials.  Regulatory agencies
periodically conduct inspections and, currently, there are no
pending claims with respect to hazardous materials.

     The Company is involved in various other legal and
administrative proceedings and claims.  In the opinion of
management, the ultimate outcome of each proceeding or all such
proceedings combined will not have a material adverse impact on
the Company's financial statements.


NOTE 17 - SUBSEQUENT EVENTS
---------------------------

     A hearing to consider the adequacy of the disclosure statement
accompanying the Plan, most recently scheduled for June 11, 2004, has
been subject to several postponements and no hearing date is
currently scheduled.  In Sun World's filings with the Bankruptcy
Court, Sun World has reported that it believes that the Plan likely
cannot be confirmed absent the acceptance of the holders of the First
Mortgage Notes, in their capacity as secured creditors.  Sun World
has further reported to the Bankruptcy Court that the holders of the
First Mortgage Notes have not reached a consensus with respect to
certain corporate governance issues relating to the reorganized
company, and that they have been unable to finalize a shareholder
agreement term sheet.  In the meantime, Sun World has, with Bankruptcy
Court approval, expanded the scope of its engagement with Ernst &
Young Corporate Finance LLC to include services related to (i) a sale
of substantially all of its assets pursuant to a motion or a plan of
reorganization, and (ii) obtaining an equity investor and financing
under a plan of reorganization

                                Page 128

and is actively pursuing the sales/investment process.  Sun World has
chosen to delay the preparation of an amended Plan and disclosure
statement and the scheduling of a disclosure statement hearing date
pending the outcome of these most recent developments.  Sun World's
exclusivity period (i.e. the period during which only Sun World may
file a plan of reorganization) currently expires on December 31, 2004.
Sun World cannot predict at this time what changes, if any, will be
made to the Plan as a result of the foregoing or whether or not the
Plan, as amended, will be approved.

                                Page 129

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>2
<FILENAME>exhibit32-1.txt
<TEXT>


STATEMENT PURSUANT TO SECTION 906 THE SARBANES-OXLEY ACT OF 2002
BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER


      I, Keith Brackpool, herby certify that, to my
knowledge, that:

      1. the accompanying Annual Report on Form 10-K of
Cadiz Inc. for the year ended December 31, 2003 (the
"Report") fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities and
Exchange Act of 1934, as amended; and

      2. the information contained in the Report fairly
presents, in all material respects, the financial condition
and results of operations of Cadiz Inc.

      IN WITNESS WHEREOF, the undersigned has executed this
Statement as of the date first written above.

Dated: November 1, 2004


                              /s/ Keith Brackpool
                              ----------------------------------
                              Keith Brackpool
                              Chairman, Chief Executive Officer
                              and Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>exhibit3-4.txt
<TEXT>
                                                                   EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   CADIZ INC.

                    Adopted in accordance with the provisions
                  of Section 242 of the General Corporation Law
                            of the State of Delaware

         Cadiz Inc. (the "Corporation"), a corporation organized and existing by
virtue of the General Corporation Law of the State of Delaware,  as amended (the
"DGCL"), by its duly authorized officers, hereby certifies as follows:

         FIRST:  That the Board of Directors of the Corporation has duly adopted
a  resolution  authorizing  the  Corporation  to  reclassify  and change each 25
outstanding shares of the Corporation's Common Stock, par value one cent ($0.01)
per share,  into one (1) share of Common  Stock,  par value one cent ($0.01) per
share.

         SECOND:  That,  pursuant to authorization  by the affirmative  vote, in
accordance  with the provisions of the DGCL, of the holders of a majority of the
outstanding voting shares of Common Stock and Preferred Stock of the Corporation
entitled to vote thereon at a special meeting of stockholders of the Corporation
held on August 21, 2003, the Certificate of  Incorporation of the Corporation be
amended by adding a new paragraph to Article FOURTH to read as follows:

                  "C.  Each  25 shares of  the Common Stock,  par value one cent
         ($0.01) per share, of the Corporation issued and outstanding or held in
         treasury as of 12:01 a.m.  Los Angeles  time on December  15, 2003 (the
         "Effective  Time") shall be  reclassified as and changed into one share
         of  Common  Stock,  par  value  one  cent  ($0.01)  per  share,  of the
         Corporation,   without  any  action  by  the  holders   thereof.   Each
         stockholder who, immediately prior to the Effective Time, owns a number
         of shares of Common  Stock which is not evenly  divisible  by 25 shall,
         with respect to such fractional  interest,  be entitled to receive from
         the  Corporation  cash in an amount equal to such  fractional  interest
         multiplied by the average of the high and low sales prices (as adjusted
         to  reflect  the  reverse  stock  split)  of the  Common  Stock as last
         reported  in the OTC U.S.  Market  immediately  prior to the  Effective
         Time."

         THIRD:  That  the  amendment  to  the   Corporation's   Certificate  of
Incorporation  set forth  herein has been duly  adopted in  accordance  with the
provisions of Section 242 of the DGCL.

         IN WITNESS  WHEREOF,  the Corporation has caused this certificate to be
executed on its behalf by Keith  Brackpool,  its  Chairman  and Chief  Executive
Officer, on this 15th day of December, 2003.


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


ATTEST:


By:  /s/ Jennifer Hankes Painter
    -----------------------------------
               Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>exhibit3-5.txt
<TEXT>
                                                                    EXHIBIT 3.5

                           CERTIFICATE OF ELIMINATION
                                       OF
                            SERIES D PREFERRED STOCK,
                           SERIES E-1 PREFERRED STOCK
                                       AND
                           SERIES E-2 PREFERRED STOCK
                                       OF
                                   CADIZ INC.

                       (PURSUANT TO SECTION 151(G) OF THE
                        DELAWARE GENERAL CORPORATION LAW)

         Cadiz Inc., a  corporation  organized  and  existing  under the General
Corporation Law of the State of Delaware (the "Corporation") does hereby certify
that the following  resolutions  respecting the Corporation's Series D Preferred
Stock,  Series E-1  Preferred  Stock and Series  E-2  Preferred  Stock were duly
adopted by the Corporation's Board of Directors:

                  WHEREAS,  no shares of the  Corporation's  Series D  Preferred
         Stock are outstanding and no shares of Series D Preferred Stock will be
         issued subject to the certificate of designations previously filed with
         respect to the Series D Preferred Stock; and

                  WHEREAS,  no  shares of the  Series  E-1  Preferred  Stock are
         outstanding  and no shares of Series E-1 Preferred Stock will be issued
         subject  to the  certificate  of  designations  previously  filed  with
         respect to the Series E-1 Preferred Stock; and

                  WHEREAS,  no shares of the Corporation's  Series E-2 Preferred
         Stock are  outstanding and no shares of Series E-2 Preferred Stock will
         be issued subject to the certificate of designations  previously  filed
         with respect to the Series E-2 Preferred Stock.

                  NOW,  THEREFORE,  IT IS HEREBY RESOLVED,  that the officers of
         the Corporation be, and each of them is hereby,  authorized,  empowered
         and directed to cause a certificate of elimination  with respect to the
         Corporation's  Series D Preferred Stock, Series E-1 Preferred Stock and
         Series E-2 Preferred  Stock to be executed and filed with the Secretary
         of the State of  Delaware  pursuant to Section  151(g) of the  Delaware
         General  Corporation  Law in order to eliminate from the  Corporation's
         certificate of  incorporation  all matters set forth in the certificate
         of designations  with respect to each of the Series D Preferred  Stock,
         the Series E-1 Preferred  Stock,  and the Series E-2  Preferred  Stock,
         respectively.


<PAGE>


         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by its duly authorized officer this 15th day of December, 2003.

                                   CADIZ INC.



                                   By:   /s/Jennifer Hainkes Painter
                                        -----------------------------------
                                         Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>exhibit3-6.txt
<TEXT>

                 CERTIFICATE OF ELIMINATION
                             OF
       SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
                             OF
                         CADIZ INC.

             (PURSUANT TO SECTION 151(G) OF THE
              DELAWARE GENERAL CORPORATION LAW)

     Cadiz Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the
"Corporation") does hereby certify that the following
resolutions respecting the Corporation's Series A Junior
Participating Preferred Stock were duly adopted by the
Corporation's Board of Directors:

          WHEREAS, no shares of the Corporation's Series A
     Junior Participating Preferred Stock are outstanding
     and no shares of Series A Junior Participating
     Preferred Stock will be issued subject to the
     certificate of designations previously filed with
     respect to the Series A Junior Participating Preferred
     Stock;

          NOW, THEREFORE, IT IS HEREBY RESOLVED, that the
     officers of the Corporation be, and each of them is
     hereby, authorized, empowered and directed to cause a
     certificate of elimination with respect to the
     Corporation's Series A Junior Participating Preferred
     Stock to be executed and filed with the Secretary of
     the State of Delaware pursuant to Section 151(g) of the
     Delaware General Corporation Law in order to eliminate
     from the Corporation's certificate of incorporation all
     matters set forth in the certificate of designations
     with respect to the Series A Junior Participating
     Preferred Stock.


     IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its duly authorized officer this
day of March, 2004.

                              CADIZ INC.



                              By:
                                 ------------------------------
                                 Jennifer Hankes Painter
                                 Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>6
<FILENAME>exhibit3-7.txt
<TEXT>
                                                                    EXHIBIT 3.7

                         CERTIFICATE OF DESIGNATIONS OF
                            SERIES F PREFERRED STOCK
                                       OF
                                   CADIZ INC.

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

                  CADIZ INC., a  corporation  organized  and existing  under the
General  Corporation  Law of the State of Delaware (the  "CORPORATION"),  hereby
certifies  that,  pursuant  to (i) the  authority  conferred  upon the  Board of
Directors by the  Certificate of  Incorporation  of the Corporation and (ii) the
provisions  of  Section  151 of said  General  Corporation  Law,  the  Board  of
Directors duly adopted a resolution on December 11, 2003, which resolution is as
follows:

                  RESOLVED,  that pursuant to the authority  vested in the Board
of Directors of the Corporation by the Certificate of  Incorporation,  the Board
of Directors does authorize for issuance One Hundred  Thousand  (100,000) shares
of  Preferred  Stock,  par  value  $.01 per  share,  of the  Corporation,  to be
designated  "SERIES F PREFERRED  STOCK" of the  presently  authorized  shares of
Preferred Stock. The voting powers, designations,  preferences, and other rights
of the Series F Preferred  Stock  authorized  hereunder and the  qualifications,
limitations and restrictions of such preferences and rights are as follows:

         1.       RANKING.  The Series F Preferred Stock shall,  with respect to
the payment of dividends and upon liquidation,  dissolution, or winding up, rank
senior and prior to all other capital stock issued by the Corporation.  No other
class of capital stock of the Corporation,  preferred or otherwise, shall at any
time rank pari passu with the Series F Preferred Stock.

         2.       DIVIDENDS.

         (a)      In the event any  dividends  are declared or paid or any other
distribution is made on or with respect to the common stock,  par value $.01 per
share ("COMMON STOCK") of the Corporation, the holders of the Series F Preferred
Stock as of the  record  date  established  by the Board of  Directors  for such
dividend  or  distribution  on the Common  Stock shall be entitled to receive as
additional dividends (the "ADDITIONAL DIVIDENDS") an amount (whether in the form
of cash,  securities or other property) equal to the amount (and in the form) of
the  dividends or  distribution  that such holders  would have  received had the
Series  F  Preferred  Stock  been  converted  into  Common  Stock as of the date
immediately  prior to the record date of such  dividend or  distribution  on the
Common Stock,  such Additional  Dividends to be payable on the same payment date
as the payment  date for the  dividend on the Common  Stock  established  by the
Board of Directors; provided, however, that if the Corporation declares and pays
a dividend or makes a distribution on the Common Stock consisting in whole or in
part of Common Stock, then no such dividend or distribution  shall be payable in
respect  of the  Series F  Preferred  Stock on  account  of the  portion of such
dividend or distribution on the Common Stock payable in Common Stock and in lieu
thereof the anti-dilution  adjustment in Section 5(c)(ii) below shall apply. The
record date for any such  Additional  Dividends shall be the record date for the


<PAGE>


applicable dividend or distribution on the Common Stock, and any such Additional
Dividends  shall be payable to the  individual,  entity or group (a "PERSON") in
whose name the Series F Preferred  Stock is  registered at the close of business
on the applicable record date.

         (b)      No  dividend  shall be paid or declared on any share of Common
Stock (other than  dividends  payable in Common Stock for which an adjustment is
made pursuant to Section  5(c)(ii)  hereof),  unless a dividend,  payable in the
same consideration and manner, is simultaneously  paid or declared,  as the case
may be, on each share of Series F Preferred Stock in an amount determined as set
forth in paragraph (a) above.  For purposes hereof,  the term "DIVIDENDS"  shall
include  any pro  rata  distribution  by the  Corporation,  out of  funds of the
Corporation  legally  available   therefor,   of  cash,   property,   securities
(including,  but not limited to, rights,  warrants or options) or other property
or  assets  to the  holders  of the  Common  Stock,  whether  or not paid out of
capital, surplus or earnings.

         (c)      Upon the conversion of any shares of Series F Preferred  Stock
to  shares  of  Common  Stock  pursuant  to  Section  5,  the  Corporation  will
immediately  pay such holder who  converted  shares of Series F Preferred  Stock
into shares of Common stock all dividends  which the holder of such shares as of
the record date for such dividends  would have received had that holder held the
Common  Stock for the  applicable  period to the extent not already  received by
that holder.

         3.       LIQUIDATION PREFERENCE.

         (a)      In the event of any liquidation,  dissolution or winding up of
the  Corporation,  either  voluntary  or  involuntary,  the  holders of Series F
Preferred  Stock shall be entitled to receive (x) prior and in preference to any
distribution  of any of the assets or surplus  funds of the  Corporation  to the
holders of the Common Stock or to any other series or class of capital  stock of
the Corporation, all accrued or declared but unpaid dividends on such shares and
(y) after the payment referred to in the foregoing clause (x) has been received,
such  assets in amount  equal to the amount (and in the form) of the assets that
such holders would have received had the Series F Preferred Stock been converted
into Common Stock as of the date immediately prior to the distribution of assets
of the Corporation pursuant to the liquidation, dissolution of winding up of the
Corporation sharing parri passu (on a pro rata basis) with all holders of Common
Stock.

         4.       VOTING.

         (a)      Except as otherwise provided by applicable law and in addition
to any voting  rights  provided  by law,  for so long as the Series F  Preferred
Stock  is  outstanding,  the  holders  of  outstanding  shares  of the  Series F
Preferred Stock:

         (i)      shall be  entitled  to vote  together  with the holders of the
         Common Stock as a single class on all matters  submitted  for a vote of
         holders of Common Stock, including, without limitation, the election of
         directors;

         (ii)     shall have such other  voting  rights as are  specified in the
         Certificate of Incorporation or as otherwise  provided by Delaware law;
         and


                                       2
<PAGE>


         (iii)    shall be  entitled  to  receive  notice  of any  stockholders'
         meeting in accordance with the Certificate of Incorporation and By-laws
         of the Corporation.

         For purposes of the voting rights set forth in this Section 4(a),  each
share of Series F Preferred  Stock shall entitle the holder  thereof to cast one
vote for each whole vote that such  holder  would be  entitled  to cast had such
holder  converted its Series F Preferred Stock into shares of Common Stock as of
the date  immediately  prior to the record date for determining the stockholders
of the Corporation eligible to vote on any such matter.

         (b)      From the  date  this  certificate  is filed  until  the  third
anniversary  thereof, the holders of the Series F Preferred Stock shall have the
exclusive right,  voting  separately as a single class, to elect two (2) members
of the Board of Directors of the  Corporation  (each such member  elected by the
holders of Series F Preferred Stock, a "SERIES F PREFERRED DIRECTOR"). Following
the third  anniversary  of the filing of this  certificate,  the  holders of the
Series F Preferred  Stock will be entitled to the  following  number of Series F
Directors (all to be elected pursuant to the terms of the previous sentence): If
the then  outstanding  Series F Preferred Stock is convertible into greater than
10% of the common  stock (on a  Fully-Diluted  Basis)  there shall be 2 Series F
Directors,  if the  outstanding  Series F Preferred  Stock is  convertible  into
5%-10% of the common stock on a Fully Diluted Basis,  there will be one Series F
Director and, if the outstanding  Series F Preferred  Stock is convertible  into
less than 5% of the common  stock on a  Fully-Diluted  Basis,  there shall be no
Series F  Directors.  The  initial  Series  F  Preferred  Directors  shall be as
designated by written notice to the Corporation from a  majority-in-interest  of
the Series F  Preferred  Stock and they shall be elected to serve for so long as
the shares of Series F Preferred Stock are  outstanding.  The Series F Preferred
Directors  shall  have  the  right  to  nominate  their  successors  upon  their
resignation from the Board of Directors of the Corporation. A Series F Preferred
Director may only be removed by the written  consent or  affirmative  vote of at
least a majority-in-interest  of the Series F Preferred Stock. The holders of at
least a  majority-in-interest  of the Series F  Preferred  Stock  shall have the
right to appoint the successor to any Series F Preferred Director who is removed
from the Board of  Directors  of the  Corporation.  At the  option of at least a
majority-in-interest  of the Series F  Preferred  Stock,  the Series F Preferred
Directors  shall be seated on any  and/or all of the  audit,  nominating  and/or
compensation  committees of the Corporation,  subject to any restrictions  under
applicable law or the rules and  requirements  of any  securities  exchange upon
which any of the Corporation's securities may be listed; provided, however, that
the Corporation shall not list its securities on any securities exchange without
the  consent of at least one of the Series F Preferred  Directors.  Any Series F
Preferred Director seated on any committee pursuant to the terms of this Section
4(b)  may not be  removed  from  any  such  committee  without  the  consent  or
affirmative  vote of at least a  majority-in-interest  of the Series F Preferred
Stock.

         (c)      For so long as the Series F  Preferred  Stock is  outstanding,
the Board of Directors of the Corporation  shall not take any action to increase
or decrease the number of directors of the Corporation (or the number of members
of any  committee  of the Board of  Directors  of the  Corporation)  without the
consent or affirmative vote of at least a  majority-in-interest  of the Series F
Preferred Stock; provided,  however, that immediately upon full repayment of the
New Note,  the number of  directors of the  Corporation  may be increased to not
more than seven (7) without the  consent or  affirmative  vote of the holders of
the Series F Preferred  Stock;  provided  further that such  increase  shall not
result in the  removal of either of the


                                       3
<PAGE>


Series F Preferred  Directors from the Board of Directors of the  Corporation or
any committee thereof.

         (d)      For so long as the Series F  Preferred  Stock is  outstanding,
the Corporation shall not, without the written consent or affirmative vote of at
least one of the Series F Preferred  Directors,  create,  authorize or issue any
class, series or shares of Preferred Stock or any other class of capital stock.

         5.       CONVERSION. The holders of Series F Preferred Stock shall have
conversion rights as follows:

         (a)      The  shares of Series F  Preferred  Stock  shall,  immediately
after  issuance,  be convertible  into  1,728,955  shares of Common Stock of the
Corporation which represents, as of the date of filing of this Certificate,  25%
of the Common Stock of the Corporation, on a Fully-Diluted Basis.

         (b)      The  outstanding  shares of  Series F  Preferred  Stock  shall
thereafter  be  convertible  from time to time, on a pro-rata  basis,  into such
number of shares of Common Stock of the  Corporation  as is calculated as of the
date of any such conversion by:

         (i)      First, calculating the number of shares of Common Stock of the
         Corporation which, at the applicable time of conversion, represents 25%
         of the Common Stock of the Corporation on a Fully-Diluted Basis, and

         (ii)     Second,  multiplying the number obtained under  subsection (i)
         above by a fraction,  the numerator of which is the number of shares of
         Series F Preferred Stock outstanding as of the date of such calculation
         and the  denominator of which is the sum of (x) the number of shares of
         Series F Preferred Stock outstanding as of the date of such calculation
         plus (y)  number  of  shares  of  Series F  Preferred  Stock  which had
         previously  been issued by the Corporation but converted into shares of
         Common  Stock  prior to the date of such  calculation  (the  result  so
         calculated, the "Conversion Number");  provided,  however, that at such
         time that is three years after the payment in full of the New Note, the
         shares of Series F Preferred  Stock  outstanding  as of such date shall
         not be adjusted  pursuant to this Section 5(b) but shall continue to be
         adjusted pursuant to Section 5(c) below.

         (c)      Reorganization,  Reclassification,  Consolidation,  Merger  or
Sale, etc.

         (i)      If the Corporation at any time subdivides (by any stock split,
         stock  dividend  (other than stock  dividends as to which a dividend is
         simultaneously  paid or  declared  with  respect to Series F  Preferred
         Stock pursuant to Section 2(b) hereof)  recapitalization  or otherwise)
         its  outstanding  shares of its Common  Stock into a greater  number of
         shares,  the  Conversion  Number  in effect  immediately  prior to such
         subdivision will be proportionately  increased,  and if the Corporation
         at any time combines (by reverse stock split or otherwise)  one or more
         classes of its outstanding  shares of its Common Stock,  the Conversion
         Number  in  effect  immediately  prior  to  such  combination  will  be
         proportionately  decreased  concurrently with the effectiveness of such
         event.


                                       4
<PAGE>


         (ii)     In case the  Corporation  shall declare a dividend or make any
         other distribution upon any stock of the Corporation  payable in Common
         Stock or options to  purchase  shares of  Commons  Stock or  securities
         convertible  into shares of Common Stock for no  consideration  without
         making a ratable  distribution thereof to holders of Series F Preferred
         Stock  (based upon the number of shares of Common Stock into which such
         Series F Preferred Stock would be convertible,  assuming  conversion of
         the Series F Preferred  Stock),  then the  Conversion  Number in effect
         immediately  prior to the  declaration of such dividend or distribution
         shall be proportionately increased, concurrently with the effectiveness
         of such declaration.

         (iii)    Any capital reorganization,  reclassification,  consolidation,
         merger or sale of all or substantially all of the Corporation's  assets
         to  another  Person  which is  effected  in such a way that  holders of
         Common  Stock  are  entitled  to  receive  (either   directly  or  upon
         subsequent  liquidation) stock, securities or assets with respect to or
         in  exchange  for Common  Stock is  referred  to herein as an  "Organic
         Change."  Prior  to  the  consummation  of  any  Organic  Change,   the
         Corporation will make appropriate provisions to insure that each of the
         holders of Series F Preferred  Stock will  thereafter have the right to
         acquire and receive such shares of stock,  securities or assets as such
         holder would have  received in connection  with such Organic  Change if
         such holder had converted  its Series F Preferred  Stock into shares of
         Common Stock immediately prior to such Organic Change.  The Corporation
         will not effect any such consolidation, merger or sale, unless prior to
         the consummation  thereof, the successor corporation (if other than the
         Corporation)  resulting from consolidation or merger or the Corporation
         purchasing such assets assumes by written  instrument the obligation to
         deliver to each such holder such shares of stock,  securities or assets
         as, in  accordance  with the foregoing  provisions,  such holder may be
         entitled to acquire.

         (d)      No  fractional  shares of Common  Stock  shall be issued  upon
conversion of the shares of Series F Preferred  Stock. In lieu of any fractional
shares  to which the  holder of Series F  Preferred  Stock  would  otherwise  be
entitled,  the Corporation  shall pay cash equal to such fraction  multiplied by
the then  effective  fair  market  value of the  Common  Stock  (which  shall be
determined  in good faith by the Board of  Directors if there is then no current
market for the Common  Stock).  Conversion  of the shares of Series F  Preferred
Stock shall be effected by delivery,  to the office of the Corporation or to any
transfer  agent for such shares,  of duly endorsed  certificates  for the shares
being converted and of written notice to the Corporation  that the holder elects
to convert such  shares.  Conversion  of the shares of Series F Preferred  Stock
shall be deemed to occur  immediately prior to the close of business on the date
the  latter of the shares  and the  notice  are  delivered.  Holders of Series F
Preferred Stock entitled to receive Common Stock upon conversion of the Series F
Preferred  Stock shall be treated for all purposes as the record holders of such
shares  of  Common  Stock  on the  date  conversion  is  deemed  to  occur.  The
Corporation  shall not be obligated to issue  certificates  evidencing shares of
Common Stock issuable upon conversion of the Series F Preferred Stock unless the
certificates  evidencing such shares of Series F Preferred Stock being converted
are either delivered to the Corporation or its transfer agent as provided above,
or  the  holder  notifies  the  Corporation  or its  transfer  agent  that  such
certificates have been lost, stolen or destroyed and executes an agreement,  and
at the  Corporation's  election  provides  a  surety  bond  or  other  security,
satisfactory  to the  Corporation  to indemnify  the  Corporation  from any loss
incurred by it in connection with such certificates. The


                                       5
<PAGE>


Corporation shall, as soon as practicable after such delivery, or such agreement
and indemnification in the case of a lost certificate, issue and deliver at such
office a certificate or certificates for the number of shares of Common Stock to
which the holder of Series F Preferred  Stock is entitled and a check payable to
the  holder  of  Series F  Preferred  Stock  for any cash  due with  respect  to
fractional shares.

         (e)      The issuance of  certificates  for shares of Common Stock upon
conversion of the Series F Preferred  Stock shall be made without  charge to the
holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Corporation shall not be required to pay any income or similar taxes of a holder
arising  in  connection  with a  conversion  or any tax that may be  payable  in
respect  of  any  transfer   involved  in  the  issuance  and  delivery  of  any
certificates  in a name other than that of the holder of the Series F  Preferred
Stock which is being converted.

         (f)      The  Corporation  will not, by amendment of its Certificate of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed hereunder by the Corporation but will at all times in good
faith assist in the carrying out of all the  provisions of this Section 5 and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect the  conversion  rights of the  holders of the Series F Preferred  Stock
against impairment.

         (g)      In the event of any taking by the  Corporation  of a record of
the holders of any class of  securities  of the  Corporation  for the purpose of
determining  the  holders  thereof who are  entitled to receive any  dividend or
distribution,  the  Corporation  shall mail to each holder of Series F Preferred
Stock at least  ten (10)  days  prior to the date  specified  therein,  a notice
specifying  the date on which any such  record is to be taken for the purpose of
such dividend or distribution.

         (h)      The  Corporation  shall reserve and keep  available out of its
authorized  but  unissued  Common Stock such number of shares of Common Stock as
shall  from time to time be  sufficient  to effect  conversion  of the  Series F
Preferred  Stock and the issuance of Common Stock to the holders of the Series F
Preferred Stock.

         (i)      No shares of the  Series F  Preferred  Stock  acquired  by the
Corporation  by reason of purchase,  conversion or otherwise  shall be reissued,
and all such shares shall be cancelled,  retired and eliminated  from the shares
of capital stock which the Corporation shall be authorized to issue.

         6.       NO RIGHT OF REDEMPTION.  The  Corporation  shall have no right
whatsoever to redeem all or any number of the outstanding shares of the Series F
Preferred Stock at any time.

         7.       PREEMPTIVE RIGHTS.

         (a)      Subject to  paragraphs  (c) and (d), for so long as any shares
of the Series F Preferred  Stock are  outstanding,  the  Corporation  shall not,
subsequent to the completion of the New Equity  Financing (as defined in Section
8(f)), issue, sell, or exchange, or agree to issue, sell,


                                       6
<PAGE>


or exchange,  to any Person or entity,  whether from treasury  shares,  from the
issuance of authorized but unissued shares, or otherwise,  any equity securities
(or any securities  convertible  into or excercisable or exchangeable  therefor)
(any of which,  the  "CORPORATION  EQUITY  SECURITIES"),  unless the Corporation
shall have first offered to sell (the "CORPORATION  OFFER") to holders of Series
F Preferred  Stock such number of  securities  at the same price and on the same
terms (the  "CORPORATION  OFFER SALE PRICE") and in such quantity as will enable
holders of Series F Preferred  Stock to maintain their  percentage  ownership of
Common Stock of the Corporation on a Fully-Diluted  Basis. The Corporation Offer
by its terms shall remain open and  irrevocable for a period of thirty (30) days
from  the  date it is  delivered  by the  Corporation  to  holders  of  Series F
Preferred Stock (the "PREEMPTIVE RIGHTS OFFER PERIOD").

         (b)      Notice  of the  intention  of the  holders  of  the  Series  F
Preferred  Stock to accept a  Corporation  Offer made pursuant to this Section 7
shall be  evidenced by a writing  signed by holders of Series F Preferred  Stock
and delivered to the Corporation prior to the end of the Preemptive Rights Offer
Period, setting forth the portion of the Corporation Equity Securities which the
holders  of  Series  F  Preferred  Stock  elect  to  purchase  (the  "NOTICE  OF
ACCEPTANCE").

         (c)      In the  event  that a Notice  of  Acceptance  is not  given by
holders  of  Series  F  Preferred  Stock  in  respect  of all or any part of the
Corporation Equity  Securities,  the Corporation shall have sixty (60) days from
the  expiration of the  Preemptive  Rights Offer Period to sell or enter into an
agreement to sell all or the part of the Corporation Equity Securities set forth
in the  Corporation  Offer not  purchased  by the  holders of Series F Preferred
Stock,  as the case  may be,  to any  other  person  or  persons,  on terms  and
conditions, including, without limitation, price, which are no more favorable to
such other person or persons or less favorable to the Corporation or the holders
of Series F Preferred  Stock than the  Corporation  Offer Sale  Price.  Upon the
earlier of (i) sixty (60) days from  delivery of a Notice of  Acceptance or (ii)
the  closing  of the  sale of the  securities  not  accepted  in the  Notice  of
Acceptance,  the  Corporation  shall sell to the  holders of Series F  Preferred
Stock  the  Corporation  Equity  Securities  in  respect  of which a  Notice  of
Acceptance was delivered to the Corporation by the holders of Series F Preferred
Stock,  and which were not sold to any other person,  on the terms  specified in
the Notice of Acceptance.

         (d)      Any Corporation Equity Securities not purchased by the holders
of Series F  Preferred  Stock or other  person or  persons  in  accordance  with
paragraph  (c) above may not be sold or  otherwise  disposed  of until  they are
again  offered to the holders of Series F Preferred  Stock under the  procedures
specified in paragraphs (a), (b) and (c).

         (e)      The  rights of  holders  of  Series F  Preferred  Stock  under
paragraphs (a), (b), (c) and (d) shall not apply to the following securities:

         (i)      Corporation   Equity  Securities  issued  in  any  transaction
         described in Section 5(c);

         (ii)     Corporation  Equity  Securities issued by the Corporation upon
         the conversion of any securities  which are convertible or exchangeable
         into capital stock of the  Corporation  and which are outstanding as of
         the date hereof;


                                       7
<PAGE>


         (iii)    Corporation  Equity  Securities issued by the Corporation upon
         the  conversion  of  any  securities   which  (x)  are  convertible  or
         exchangeable  into capital stock of the Corporation and (y) were issued
         under the procedures specified in paragraphs (a), (b) and (c);

         (iv)     Corporation  Equity Securities issued by the Corporation under
          the Management Incentive Plan;

         (v)      Corporation Equity Securities issued by the Corporation to any
         officer,  director or employee of the Corporation as  remuneration  for
         services rendered to the Corporation;  provided, however, that at least
         one of the  Series  F  Preferred  Directors  voted  to  authorize  such
         issuance;

         (vi)     Corporation Equity Securities issued by the Corporation to any
         consultant pursuant to compensation procedures approved by the Board of
         Directors of the  Corporation  including the consent of at least one of
         the Series F Preferred Directors;

         (vii)    Corporation  Equity  Securities  issued in connection with the
         acquisition  of all or part of another  entity or in connection  with a
         joint venture or such other strategic investment,  which transaction is
         approved by at least one of the Series F Preferred Directors;

         (viii)   Corporation   Equity   Securities   issued   pursuant  to  the
         conversion  of the  Series F  Preferred  Stock  pursuant  to the  terms
         hereof; and

         (ix)     Corporation   Equity   Securities  to  the  extent  that  such
         Corporation  Equity  Securities  (and/or  any  Common  Stock  issued or
         issuable  with  respect  to such  Corporation  Equity  Securities)  are
         included within the calculation of "Fully-Diluted  Basis" as defined in
         Section 8(d) hereof (i.e., do not meet the  requirements  for exclusion
         from such  calculation  as set forth in the final  paragraph of Section
         8(d)).

         (f)      Without limitation of the foregoing,  if the Corporation sells
any Corporation  Equity Securities to any person or persons and if, after giving
effect to such  transaction  and after  giving  effect  to any  election  by the
holders  of the Series F  Preferred  Stock to  exercise  the  preemptive  rights
granted herein,  the Conversion  Number would be less than such number of shares
of Common Stock of the  Corporation as is calculated as of the  applicable  date
by:

         (i)      First, calculating the number of shares of Common Stock of the
         Corporation  which,  at the  applicable  date  represents  12.5% of the
         Common Stock of the Corporation on a Fully-Diluted Basis, and

         (ii)     Second,  multiplying the number obtained under  subsection (i)
         above by a fraction,  the numerator of which is the number of shares of
         Series F Preferred Stock outstanding as of the date of such calculation
         and the  denominator of which is the sum of (x) the number of shares of
         Series F Preferred Stock outstanding as of the date of such calculation
         plus (y)  number  of  shares  of  Series F  Preferred  Stock  which had
         previously


                                       8
<PAGE>


         been  issued by the  Corporation  but  converted  into shares of Common
         Stock prior to the date of such  calculation (the number so calculated,
         the "MINIMUM CONVERSION NUMBER");

then the Conversion Number shall  automatically be adjusted as of the applicable
date so that it is equal to the Minimum Conversion Number.

         8.       DEFINITIONS:

         (a)      "BANK" means ING Capital,  LLC, a Delaware  limited  liability
company.

         (b)      "CASH  COLLATERAL  ACCOUNT"  means  an  interest-bearing  cash
collateral account established under the terms of the New Note.

         (c)      "CRE"  means  Cadiz  Real  Estate  LLC,  a  Delaware   limited
liability Corporation.

         (d)      "FULLY-DILUTED  BASIS" means,  with respect to the calculation
of the number of shares of Common Stock into which the Series F Preferred  Stock
is convertible,  the sum of (i) all Common Stock outstanding at the time of such
determination  (including  all  Common  Stock  issued  pursuant  to the first $4
million  of New  Equity  Financing),  (ii) all Common  Stock  issuable  upon the
exchange,  exercise  or  conversion  of  all  warrants,   options,   convertible
securities  or other such  instruments  then  outstanding  (whether  or not such
instruments  are then  exercisable)  including,  but not  limited to, the equity
securities  issued under the Management Equity Incentive Plan, but excluding (x)
16,600 shares of Common Stock  issuable upon  exercise of  outstanding  warrants
with an exercise  price in excess of $25,  (y) shares of Common  Stock  issuable
55,550  outstanding  stock options with an exercise  price in excess of $25, and
(z) 20,000 shares of Common Stock conditionally  issuable to a consultant to the
Company  upon  achievement  of certain  financial  targets,  and (iii) all other
Common  Stock  issuable  as  a  result  of  any  anti-dilution  adjustments  and
pre-emptive or similar  rights granted to any other holder of the  Corporation's
Common Stock; provided, however, that such calculation shall not include:

                  (A)      the  issuance  by the  Corporation  of the next  $4.6
                  million in Corporation Equity Securities after the issuance by
                  the Corporation of the first $4 million of Corporation  Equity
                  Securities  pursuant  to its New  Equity  Financing;  provided
                  further that the $4.6 million of Corporation Equity Securities
                  shall be issued on terms no less favorable to the  Corporation
                  than the first $4 million of New Equity Financing; and

                  (B)      the issuance by the  Corporation  of any  Corporation
                  Equity  Securities  subsequent to the  consummation of the New
                  Equity Financing;

                  (C)      the issuance by the  Corporation  of any  Corporation
                  Equity  Securities  pursuant to the conversion of the Series F
                  Preferred Stock pursuant to the terms hereof; or


                                       9
<PAGE>


                  (D)      the issuance by the  Corporation  of any  Corporation
                  Equity  Securities  concurrently with the New Equity Financing
                  in settlement of third party claims; and

provided that in each issuance of Corporation  Equity Securities  referred to in
(B)  above,  cash in the  amount of at least 35% of the net  proceeds  from such
issuance of Corporation  Equity  Securities shall have been either paid directly
to the Bank on account  of the New Note or  deposited  into the Cash  Collateral
Account,  which  cash  may be used  by the  Corporation  or CRE to pay  interest
payments  next due on the New  Note in their  order  of  maturity  or to  prepay
principal  outstanding under the New Note, provided further that the Corporation
shall not deposit cash into the Cash Collateral  Account if, as a result of such
deposit, the amount on deposit would exceed 8% of the then-outstanding principal
balance on the New Note times the number of years from the date of such  deposit
through September 30, 2006.

         (e)      "MANAGEMENT  EQUITY  INCENTIVE  PLAN" means that  certain plan
pursuant to which continuing employees of the Corporation shall be issued Common
Stock and/or granted  securities  convertible  into Common Stock in an aggregate
amount  of up to  15% of  the  outstanding  capital  of  the  Corporation,  on a
fully-diluted  basis,  after  giving  effect  to the  issuance  of the  Series F
Preferred  Stock and after the  issuance by the  Corporation  of $8.6 million in
Common Stock in the New Equity Financing.

         (f)      "NEW  EQUITY  FINANCING"  means at least $8.6  million  equity
financing raised by the Corporation  concurrently  with or immediately  prior to
the issuance of the New Note.

         (g)      "NEW  NOTE"  means that  certain  new note or new notes in the
principal amount of (i) $35 million,  plus (ii) any remaining  balance not fully
paid of the Bank' out-of-pocket  expenses (including reasonable attorneys' fees)
incurred  in  connection  with  the  restructuring  of  the  Corporation's  debt
obligations owed to the Bank.

         9.       TRANSFERABILITY.  All  outstanding  shares  of  the  Series  F
Preferred  Stock may be  transferred to any one person or entity at any time and
it shall be the  obligation  of the Company to  recognize  and  effectuate  such
transfer.  In the event that any holder of Series F Preferred  Stock  desires to
transfer less than 100% of the then outstanding  Series F Preferred Stock,  such
holder  may only do so by first  converting  such  shares of Series F  Preferred
Stock to be sold into common stock pursuant to Section 5 hereof.


                                       10
<PAGE>


         IN WITNESS WHEREOF, CADIZ INC. has caused this Certificate to be signed
by Keith Brackpool, its Chief Executive Officer, and attested by Jennifer Hankes
Painter, its Secretary, this __ day of December, 2003.


                                         CADIZ INC.



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


                                         ATTEST:



                                         By:  /s/ Jennifer Hankes Painter
                                             -----------------------------------
                                             Name:  Jennifer Hankes Painter
                                             Title: Secretary


                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>7
<FILENAME>exhibit4-4.txt
<TEXT>
                                                                   EXHIBIT 4.4

                       PREFERRED STOCK EXCHANGE AGREEMENT

         This  Preferred  Stock  Exchange  Agreement  ("Agreement")  is made and
entered into  effective as of the 20th day of October  2003,  by and among Cadiz
Inc., a Delaware corporation ("Cadiz"),  OZ Master Fund, Ltd. ("OZ Master Fund")
and OZF  Credit  Opportunities  Master  Fund,  Ltd.  ("OZF")  and is  made  with
reference to the following facts:

                                    RECITALS

         A. WHEREAS,  OZ Master Fund is the record and beneficial  holder of (i)
4,500 shares of the issued and  outstanding  Series D Preferred  Stock of Cadiz,
(ii) 2,500 shares of the issued and  outstanding  Series E-1 Preferred  Stock of
Cadiz,  (iii) 2,500 shares of the issued and  outstanding  Series E-2  Preferred
Stock of Cadiz and (iv)  warrants  to  purchase  340,834 of the  authorized  but
unissued  shares of common stock,  par value $.01 per share (the "Common Stock")
of Cadiz, as described on Appendix A hereto (the "OZ Warrants");

         B. WHEREAS,  OZF is the record and beneficial  holder of (i) 500 shares
of the issued and  outstanding  Series D  Preferred  Stock of Cadiz,  (ii) 1,250
shares of the issued and outstanding  Series E-1 Preferred  Stock of Cadiz,  and
(iii) 1,250 shares of the issued and  outstanding  Series E-2 Preferred Stock of
Cadiz and (iv) warrants to purchase  74,166 shares of the Common Stock of Cadiz,
as described on Appendix A hereto (the "OZF Warrants");

         C. WHEREAS,  the parties wish to provide for the exchange of all of the
shares of Series D Preferred Stock currently owned by OZ Master Fund and OZF for
an aggregate of 8,000,000 shares of heretofore authorized but unissued shares of
the Common Stock of Cadiz, all upon the terms and conditions set forth herein;

         D. WHEREAS,  the parties wish to provide for the exchange of all of the
shares of Series E-1 Preferred  Stock and Series E-2 Preferred  Stock  currently
owned by OZ Master Fund and OZF  (collectively,  the "Series E Preferred Stock")
for an aggregate  of  2,000,000  shares of  heretofore  authorized  but unissued
shares of the Common Stock of Cadiz, all upon the terms and conditions set forth
herein;

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the mutual benefits to be derived
herefrom and of the mutual agreements  hereinafter set forth, the parties hereto
agree as follows:


                                    ARTICLE I

                          THE PREFERRED STOCK EXCHANGE

         1.1.     EXCHANGE  OF  STOCK.   Upon  the  terms  and  subject  to  the
conditions  contained herein,  each of OZ Master Fund and OZF  (individually,  a
"Preferred  Stockholder" and collectively,  the "Preferred  Stockholders")  will
contribute,  convey,  transfer,  assign and  deliver to Cadiz at the Closing (as
defined below), and Cadiz will accept from each Preferred Stockholder all of its
Preferred Stock, and in exchange  therefore (the "Exchange"),  Cadiz shall issue
and


<PAGE>


deliver to the Preferred  Stockholders  (i) a total of 8,000,000  shares of duly
authorized,  validly issued, fully paid and nonassessable shares of Common Stock
in exchange for the Series D Preferred  Stock (the "Series D Exchange  Shares"),
with  such  Series  D  Exchange  Shares  to be  divided  between  the  Preferred
Stockholders on the basis of One Thousand, Six Hundred (1,600) Series D Exchange
Shares for each  share of Series D  Preferred  Stock  exchanged  (the  "Series D
Exchange Ratio"),  (ii) a total of 1,000,000 shares of duly authorized,  validly
issued,  fully paid and nonassessable shares of Common Stock in exchange for the
Series E-1 Preferred Stock (the "Series E-1 Exchange Shares"),  with such Series
E-1 Exchange  Shares to be divided  between the  Preferred  Stockholders  on the
basis of Two Hundred and Sixty Six and two-thirds  (266 2/3) Series E-1 Exchange
Shares for each share of Series E-1 Preferred  Stock  exchanged (the "Series E-1
Exchange  Ratio"),  and (iii) a total of  1,000,000  shares of duly  authorized,
validly issued,  fully paid and nonassessable shares of Common Stock in exchange
for the Series E-2 Preferred Stock (the "Series E-2 Exchange Shares"), with such
Series E-2 Exchange Shares to be divided  between the Preferred  Stockholders on
the basis of Two  Hundred  and Sixty Six and  two-thirds  (266 2/3)  Series  E-2
Exchange  Shares for each share of Series E-2  Preferred  Stock  exchanged  (the
"Series E-2 Exchange Ratio"). The Series D Exchange Shares,  Series E-1 Exchange
Shares and Series E-2 Exchange Shares shall be referred to  collectively  herein
as the "Exchange Shares". Upon consummation of the Exchange, the Exchange Shares
shall be deemed to have been issued in full  satisfaction  of any and all rights
(whether  or  not  accrued)  of the  Preferred  Stockholders  pertaining  to the
Preferred  Stock,  including,  without  limitation,  any rights of the Preferred
Stockholders to accrued but unpaid dividends as of the Closing Date.

         1.2.     CLOSING.   Subject  to  acceleration   upon  transfer  of  the
Preferred Stock pursuant to Section 4.3 hereof, the closing of the Exchange (the
"Closing")  shall take place on the  ninetieth  (90th)  day  following  the date
hereof. The date on which the Exchange is effected is hereinafter referred to as
the  "Closing  Date".  At the  Closing,  Cadiz will  execute and deliver to each
Preferred Stockholder, or its respective representative,  a stock certificate or
certificates  dated  as of the  Closing  Date,  registered  in the  name of such
Preferred  Stockholder,  representing  the Exchange  Shares being issued to such
Preferred  Stockholder  pursuant  to  the  Exchange,  and  (ii)  each  Preferred
Stockholder   shall  deliver  to  Cadiz  a  stock  certificate  or  certificates
registered  in the name of such  Preferred  Stockholder  (or duly  endorsed  for
transfer to such Preferred Stockholder),  representing the Preferred Stock owned
by such Preferred  Stockholder  (which  certificates  shall be duly endorsed for
transfer to Cadiz). To the extent that (i) the Series D Exchange Shares,  Series
E-1 Exchange  Shares  and/or  Series E-2 Exchange  Shares may be issued  without
restrictive legend in reliance upon Rule 144(k) promulgated under the Securities
Act of 1933, as amended, and (ii) Cadiz receives from such Preferred Stockholder
(or its assignee)  representations  as to such Series of Exchange  Shares as set
forth in Appendix B hereto, then stock certificate(s)  representing the Exchange
Shares being issued to such Preferred  Stockholders  with respect to such Series
shall  be   issued   without   restrictive   legend.   Otherwise,   such   stock
certificates(s)  shall bear an  investment  legend as set forth in  Section  3.5
below.

         1.3.     ADJUSTMENT  FOR STOCK  SPLIT,  RECAPITALIZATION,  ETC.  In the
event that,  subsequent to the effective date of this Agreement but prior to the
Closing  Date,  Cadiz  shall (A) pay a dividend  or make a  distribution  on its
shares of Common Stock in shares of Common  Stock,  (B)  subdivide or reclassify
its  outstanding  Common Stock into a greater  number of shares,  (C) combine or
reclassify its outstanding  Common Stock into a smaller number of shares, or (D)
issue by  capital  reorganization  or  reclassification  of its shares of Common
Stock or  otherwise  (other  than a  subdivision  or  combination  of its shares
provided for above) any shares of capital stock of Cadiz,


                                       2
<PAGE>


then the total number of Exchange Shares issuable pursuant to this Agreement and
the Series D  Exchange  Ratio,  Series  E-1  Exchange  Ratio  and/or  Series E-2
Exchange Ratio, as applicable,  in effect immediately prior to such action shall
be adjusted  so that each  Preferred  Stockholder  shall be entitled to receive,
upon  consummation  of the  Exchange,  the number of shares of capital  stock of
Cadiz which such Preferred Stockholder would have received immediately following
such action had the Exchange been  consummated  immediately  prior  thereto.  An
adjustment   made  pursuant  to  this   subparagraph   shall  become   effective
retroactively  immediately  after the record  date in the case of a dividend  or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision,  combination or reclassification.  If, as a result of
an adjustment  made  pursuant to this  subparagraph,  any Preferred  Stockholder
shall become  entitled to receive shares of two or more classes of capital stock
of Cadiz in the  Exchange,  the Board of Directors  of Cadiz shall  determine in
good faith the allocation of the adjusted  Series D Exchange  Ratio,  Series E-1
Exchange  Ratio or Series E-2  Exchange  Ratio  between or among  shares of such
classes of capital stock, which allocation must be reasonably  acceptable to the
Preferred  Stockholder.  Such adjustment shall be made successively whenever any
event listed above shall occur.

         1.4      TERMINATION  OF  EXCHANGE.  Notwithstanding  anything  in this
Agreement to the contrary, the Exchange may be terminated,  and the transactions
contemplated  thereby may be  abandoned  at any time prior to 5:00 P.M.  Pacific
Standard Time on the fourth  business day  following the effective  date of this
Agreement (the "OZ Optional Termination Date") by the Preferred  Stockholders in
their  sole  discretion  upon  written  notification.  If  the  Exchange  is  so
terminated by the Preferred  Stockholders,  the Exchange will  forthwith  become
null and void and there will be no  liability or  obligation  on the part of the
Preferred   Stockholders  (or  any  of  their  respective   representatives   or
affiliates) with respect to such Exchange.

         1.5      TEMPORARY WAIVER OF EXERCISABILITY OF WARRANTS.  In order that
Cadiz shall have  sufficient  authorized  but  unissued  shares of Common  Stock
available to issue all of the Exchange Shares pursuant to the Exchange,  each of
OZ Master Fund and OZF hereby waives,  for a period commencing as of the date of
this  Agreement  and  ending  91 days  from  the  date of  this  Agreement,  any
affirmative obligation of Cadiz to reserve for issuance a sufficient quantity of
Common Stock as may be required  for issuance and delivery  upon any exercise by
OZ Master Fund or OZF of the OZ Warrants or the OZF Warrants.


                                   ARTICLE II

                     REPRESENTATIONS AND WARRANTIES OF CADIZ

         Cadiz represents and warrants to each Preferred  Stockholder that as of
the date hereof and again as of the Closing Date:

         2.1.     ORGANIZATION,  GOOD  STANDING.  Cadiz  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  and is duly  qualified  and  authorized  to do  business  and in good
standing in each other  jurisdiction  in which it is required to be qualified or
where it owns any material property or conducts any material  operations.  Cadiz
has all requisite  corporate power and authority to own, lease,  and operate its
assets and to carry on its business as now being conducted.


                                       3
<PAGE>


         2.2      AUTHORIZATION.  Cadiz has the corporate power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  All  actions  on the part of  Cadiz  necessary  for the  authorization,
execution,  delivery and  performance of this Agreement and the  consummation of
the  transactions  contemplated  hereby  have been or will be taken prior to the
Closing  Date,  and this  Agreement  constitutes  the legal,  valid and  binding
obligation of Cadiz, enforceable against it in accordance with its terms, except
as  enforceability   may  be  restricted,   limited  or  delayed  by  applicable
bankruptcy,   insolvency,   fraudulent  conveyance,   or  other  laws  affecting
creditor's rights generally,  and except as enforceability is subject to general
principles of equity.

         2.3      NO VIOLATION OF OTHER AGREEMENTS; NO CONFLICTS.

                  (a)      Neither this  Agreement  nor any of the  transactions
contemplated  hereunder  violates,  conflicts with or results in a breach of, or
shall  violate,  conflict  with or result in a breach  of any  lease,  contract,
document or agreement to which Cadiz is a party or by which it may be bound.

                  (b)      Neither the execution and delivery of this  Agreement
nor the  consummation or performance of the  transactions  contemplated  herein,
will,  directly or indirectly (with or without the giving of notice, or lapse of
time, or both):

                           (i)      contravene,  conflict  with,  or result in a
violation of any provision of the organizational documents of Cadiz;

                           (ii)     contravene,  conflict  with,  or result in a
violation of any order, judgment or decree to which Cadiz may be subject; or

                           (iii)    contravene,  conflict  with or  result  in a
violation of any of the terms or requirements, or give any governmental body the
right  to  revoke,   withdraw,   suspend,   cancel,  terminate  or  modify,  any
governmental authorization that is held by Cadiz.

         2.4      CADIZ CAPITAL STRUCTURE. The authorized capital stock of Cadiz
consists of  70,000,000  shares of common  stock,  $.01 par value per share,  of
which  57,316,939  shares are issued and outstanding as of the date hereof,  and
100,000  shares of  preferred  stock,  $.01 par value per share.  Of the 100,000
authorized  shares of preferred  stock,  5,000 have been  designated as Series D
Preferred  Stock,  3,750 have been designated as Series E-1 Preferred Stock, and
3,750 have been designated as Series E-1 Preferred Stock. As of the date hereof,
5,000 shares of Series D Preferred  Stock,  3,750 shares of Series E-1 Preferred
Stock,  and 3,750 shares of Series E-1 Preferred  Stock have been issued and are
outstanding.  Pursuant to a  Stockholders  Rights Plan adopted by the Company on
May 10, 1999 (the "Plan"),  each holder of Common Stock also holds one preferred
share purchase  right, as defined in the Plan. Upon issuance and delivery in the
manner herein described, the Exchange Shares will be duly authorized and validly
issued, fully paid and nonassessable and free of preemptive rights.

         2.5      LEGAL PROCEEDINGS. There is no pending legal or administrative
proceeding  ("Proceeding"),  and,  to the  knowledge  of Cadiz,  no  person  has
threatened to commence any


                                       4
<PAGE>


Proceeding,  that  challenges,  or that  may  have  the  effect  of  preventing,
delaying, making illegal, or otherwise interfering with, any of the transactions
contemplated hereby.


                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF PREFERRED STOCKHOLDERS

         Each Preferred Stockholder  represents and warrants severally,  and not
jointly, to Cadiz that as of the date hereof and again as of the Closing Date:

         3.1      AUTHORIZATION.  The  Preferred  Stockholder  has the corporate
power  and  authority  to  enter  into  this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  All  actions  on the part of the  Preferred
Stockholder necessary for the authorization, execution, delivery and performance
of this Agreement and the consummation of the transactions  contemplated  hereby
have  been or will be  taken  prior to the  Closing  Date,  and  this  Agreement
constitutes   the  legal,   valid  and  binding   obligation  of  the  Preferred
Stockholder,  enforceable  against it in  accordance  with its terms,  except as
enforceability may be restricted,  limited or delayed by applicable  bankruptcy,
insolvency,  fraudulent  conveyance,  or other laws affecting  creditor's rights
generally,  and except as  enforceability  is subject to general  principles  of
equity.

         3.2      NO VIOLATION OF OTHER AGREEMENTS; NO CONFLICTS.

                  (a)      Neither this  Agreement  nor any of the  transactions
contemplated  hereunder  violates,  conflicts with or results in a breach of, or
shall  violate,  conflict  with or result in a breach  of any  lease,  contract,
document or agreement to which the Preferred  Stockholder is a party or by which
it may be bound.

                  (b)      Neither the execution and delivery of this  Agreement
nor the  consummation or performance of the  transactions  contemplated  herein,
will,  directly or indirectly (with or without the giving of notice, or lapse of
time, or both):

                           (i)      contravene,  conflict  with,  or result in a
violation of any  provision  of the  organizational  documents of the  Preferred
Stockholder;

                           (ii)     contravene,  conflict  with,  or result in a
violation of any order,  judgment or decree to which the  Preferred  Stockholder
may be subject; or

                           (iii)    contravene,  conflict  with or  result  in a
violation of any of the terms or requirements, or give any governmental body the
right  to  revoke,   withdraw,   suspend,   cancel,  terminate  or  modify,  any
governmental authorization that is held by the Preferred Stockholder.

         3.3      LEGAL PROCEEDINGS. There is no pending legal or administrative
proceeding ("Proceeding"),  and, to the knowledge of such Preferred Stockholder,
no person has threatened to commence any Proceeding,  that  challenges,  or that
may have the  effect of  preventing,  delaying,  making  illegal,  or  otherwise
interfering with, any of the transactions contemplated hereby.


                                       5
<PAGE>


         3.4      TITLE  TO  PREFERRED   STOCK  AND  WARRANTS.   Such  Preferred
Stockholder is the record and beneficial holder of all the Preferred Stock which
is subject to the  Exchange  and all of the  Warrants  which are  subject to the
temporary  waiver set forth in Section  1.5,  in each case free and clear of all
pledges, security interests, liens, charges, encumbrances,  equities, claims and
options  of  whatever  nature.  No  Preferred  Stockholder  nor any  individual,
corporation,  entity  or person  having or  claiming  any  interest  in, or with
respect to, any of the Preferred Stock owned by such Preferred Stockholder will,
at or after the Closing Date, have any such claim or interest, or have any right
to claim or receive  any other  payment or  consideration  with  respect to such
Preferred Stock against or from Cadiz at or after the Closing Date.

         3.5      RESTRICTIONS ON TRANSFER.  Each Preferred Stockholder has been
advised that:

                  (a)      the  offer  and sale of the  Exchange  Shares to such
Preferred  Stockholder  has not  been,  and will not be,  registered  under  the
Securities  Act of 1933, as amended,  and the rules and  regulations  thereunder
(the "Act"),  and such Preferred  Stockholder may not sell or otherwise transfer
the Exchange  Shares unless the transfer is  registered  under the Act and under
applicable  state  laws or an  exemption  from such  registration,  such as Rule
144(k), is available;

                  (b)      the Exchange  Shares that such Preferred  Stockholder
is acquiring are  "restricted  securities,"  as that term is defined in Rule 144
promulgated  under the Act,  unless and until the  requirements of Rule 144 have
been met with respect to such shares; and

                  (c)      any and all certificates representing Exchange Shares
shall bear an investment legend restricting the transfer of such Exchange Shares
unless or until the  requirements of Rule 144 have been met as to such shares to
the reasonable satisfaction of Cadiz and its counsel.

         3.6      DISCLOSURE. Each Preferred Stockholder has heretofore received
and reviewed  Cadiz' press  releases,  public  filings with the  Securities  and
Exchange  Commission  (the "SEC") through July 22, 2003,  and exhibits  attached
thereto  (the  "Disclosure  Documents").  In  addition  to the  foregoing,  each
Preferred Stockholder has had the opportunity to speak directly with officers of
Cadiz concerning Cadiz' business plan and operations.

         3.7      NO  WARRANTY.   Each  Preferred  Stockholder   represents  and
warrants that it never has been represented, guaranteed, or warranted to them by
any officer or director of Cadiz,  their agents or employees or any other person
in connection with Cadiz, expressly or by implication, any of the following:

                  (a)      The  approximate  or exact  length  of time  that the
Preferred  Stockholder  will be required to remain as the owner of the  Exchange
Shares;

                  (b)      The exact amount of profit  and/or  amount or type of
consideration,  profits or losses  (including  tax benefits) to be realized,  if
any, by Cadiz; and

                  (c)      That  the  past  performance  or  experience  of  the
officers and directors of Cadiz,  or any other person  connected  with Cadiz can
predict  the  results of the  ownership  of the  Exchange  Shares or the overall
success of Cadiz.


                                       6
<PAGE>


         3.8      SIGNIFICANT RISKS. Each Preferred Stockholder  understands the
following:

                  (a)      There are a number of risks relating to an investment
in Cadiz as set forth herein, as further  described in the Disclosure  Documents
and in the Preferred Stockholder's direct communications with Cadiz.

                  (b)      Each  Preferred   Stockholder  may  lose  its  entire
investment in the Exchange Shares and Cadiz.

                  (c)      No federal or state agency,  or any other  regulatory
body, has passed upon the Exchange Shares, or an investment therein, or made any
finding or  determination  as to the fairness of an  investment  in the Exchange
Shares.

                  (d)      If a bankruptcy petition is filed by or against Cadiz
following  the execution of this  Agreement  but prior to the Closing Date,  the
rights of the  Preferred  Stockholders  under this  Agreement  may be subject to
rejection and/or cancellation in accordance with applicable bankruptcy law.

         3.9      RELIANCE.  Each Preferred  Stockholder  has relied solely upon
this Agreement, the Disclosure Documents and independent  investigations made by
the Preferred  Stockholder or the Preferred  Stockholder's  representatives with
respect to the Preferred Stockholder's investment in the Exchange Shares, and no
oral or written representations inconsistent with the contents of the Disclosure
Documents  have been made to the  Preferred  Stockholder  by Cadiz or any of its
representatives.

         3.10     NO   REPRESENTATION   REGARDING   INDIVIDUAL   SEC   REPORTING
REQUIREMENTS.  Cadiz has made no representations  to such Preferred  Stockholder
regarding  its reporting  requirements  with the SEC related to its ownership in
Cadiz,  and such Preferred  Stockholder  acknowledges  and agrees that it is the
Preferred  Stockholder's  responsibility  to ensure  that it  complies  with any
disclosure and reporting requirements of the SEC.

         3.11     KNOWLEDGE  OF LATE SEC  REPORTING.  Cadiz  has  informed  such
Preferred Stockholder that (i) Cadiz has not yet filed required periodic reports
with the SEC after March 21, 2003,  including its Annual Report on Form 10-K for
the year ended  December  31, 2002 and its  Quarterly  Reports for the  quarters
ended March 31, 2003 and June 30, 2003, and therefore the  Disclosure  Documents
do not  provide  disclosure  regarding  developments  concerning  Cadiz  for the
periods that would be covered by those reports or any  subsequent  period,  (ii)
Cadiz is currently  in default on its senior  secured  loan  obligations,  (iii)
Cadiz is a guarantor  of the $115  million 11 1/4% First  Mortgage  Bonds of its
wholly-owned subsidiary, Sun World International,  Inc., which filed a voluntary
petition under Chapter 11 of the  Bankruptcy  Code on January 30, 2003 and is in
default of its obligations under such bonds, and (iv) such Preferred Stockholder
must rely upon its own independent investigations with respect to such Preferred
Stockholder's investment in the Exchange Shares and on discussions with officers
of Cadiz with respect to any  developments  subsequent to reports that Cadiz has
filed with the SEC.

         3.12     RELIANCE ON OWN COUNSEL AND ADVISERS. In evaluating the merits
and risks of an investment in the Exchange  Shares,  such Preferred  Stockholder
has not relied upon Cadiz or


                                       7
<PAGE>


Cadiz'  attorneys or advisers for legal or tax advice,  and has, if desired,  in
all cases sought the advice of the  undersigned's own personal legal counsel and
tax advisers.


                                   ARTICLE IV

                      ASSIGNMENT; THIRD PARTY BENEFICIARIES

         4.1.     ASSIGNMENT.  This Agreement and all of the  provisions  hereof
shall be binding  upon and shall  inure to the  benefit of the parties and their
respective  heirs  (as  applicable),   legal   representatives,   and  permitted
successors  and  assigns.  Without  limitation  of the  foregoing,  the  parties
expressly agree that this Agreement and the rights, interests and obligations of
the Preferred  Stockholders  hereunder shall  immediately and  automatically  be
assigned  by  any  Preferred  Stockholder  to any  purchaser  or  transferee  of
Preferred  Stock from such Preferred  Stockholder  with respect to the shares of
Preferred Stock so sold or transferred and such Preferred Stockholder shall have
no further obligations  hereunder with respect to such shares of Preferred Stock
so sold or transferred;  provided, however, that any such sale or transfer be in
compliance  with all  applicable  state and federal  securities  laws and/or the
securities laws of any other  applicable  jurisdiction and provided further that
the  transferee  explicitly  acknowledge  and  assume  the  obligations  of  the
transferor  hereunder  with respect to the shares of Preferred  Stock so sold or
transferred. Any assignment or delegation in contravention of this Section shall
be null and void.  Upon any such  assignment  or transfer,  the term  "Preferred
Stockholder,"  as used herein,  shall mean,  when the context so  requires,  the
assignee or transferee of such shares of Preferred Stock.

         4.2.     NOTICE OF  TRANSFER.  Not  later  than two (2)  business  days
following the  effectuation of any transfer of Preferred  Stock,  the transferor
and the transferee of the Preferred  Stock shall provide joint written notice to
Cadiz of such  transfer  substantially  in the  form of  Exhibit  A hereto  (the
"Transfer  Notice"),  which  notice  shall  specify  (i)  the  identity  of  the
transferor,  (ii) the identity of the transferee,  (iii) the number of shares of
each Series of Preferred Stock transferred, (iv) the effective date of transfer,
(iv) an  acknowledgment  by the  transferee  of  applicability  of this Exchange
Agreement to the shares of Preferred Stock  transferred,  and (vi) if applicable
as to any Series of Preferred Stock transferred,  Rule 144(k) representations in
the form of Exhibit B hereto.  Such Transfer  Notice shall be  accompanied  by a
stock  certificate or certificates duly endorsed for transfer to the transferee,
representing  the Preferred Stock so transferred  (which  certificates  shall be
duly endorsed for transfer to Cadiz),  in accordance  with the  requirements  of
Section 1.2 above.

         4.3.     ACCELERATION  OF CLOSING DATE. Upon any transfer or assignment
of Preferred Stock  satisfying the  requirements of this Article IV, the Closing
Date (with respect to the shares of Preferred  Stock so transferred and to those
shares of  Preferred  Stock  only) shall  automatically  be  accelerated  to the
effective  date of such  transfer.  Not later than the later to occur of (i) the
effective date of transfer or (ii) the seventh business day following receipt by
Cadiz of the  Transfer  Notice and share  certificates  pursuant  to Section 4.2
above,  Cadiz will  execute and  deliver to the  transferee,  or its  respective
representative,  a stock certificate or certificates,  registered in the name of
such  transferee,   representing  the  Exchange  Shares  being  issued  to  such
transferee pursuant to the Exchange.


                                       8
<PAGE>


         4.4.     THIRD  PARTY  BENEFICIARY  AGREEMENT.   Any  person  acquiring
Preferred  Stock  from  a  Preferred  Stockholder  in a  manner  satisfying  the
requirements of this Article IV shall be deemed to be a third party  beneficiary
for purposes of this Agreement and shall be entitled to assert any right,  claim
or remedy  provided under this Agreement with respect to the shares of Preferred
Stock so acquired  (including,  without  limitation,  the obligation of Cadiz to
issue  Exchange  Shares  in  exchange  for such  shares  of  Preferred  Stock in
accordance with the terms of this Agreement).


                                    ARTICLE V

                               CLOSING CONDITIONS

         5.1.     CONDITIONS TO THE  OBLIGATIONS OF THE PREFERRED  STOCKHOLDERS.
The  obligations  of each  Preferred  Stockholder  to  effect  the  transactions
contemplated  hereby  shall be  subject  to the  fulfillment  at or prior to the
Closing  Date of the  following  conditions,  which  may be  waived  only by the
approval of such Preferred Stockholder:

                  (a)      Cadiz  shall  have  performed  and  complied  in  all
material respects with the covenants and agreements  contained in this Agreement
required  to be  performed  and  complied  with by it at or prior to the Closing
Date,  and the  representations  and  warranties  of  Cadiz  set  forth  in this
Agreement  shall be true and correct in all material  respects as of the date of
this  Agreement  and as of the  Closing  Date  as  though  made at and as of the
Closing Date.

                  (b)      Since the date of this Agreement, there must not have
been  commenced or threatened  against Cadiz or the  Preferred  Stockholder  any
proceeding (i) involving any challenge to, or seeking damages or other relief in
connection with, any of the transactions  contemplated  hereby, or (ii) that may
have  the  effect  of  preventing,   delaying,   making  illegal,  or  otherwise
interfering with any of the transactions contemplated hereby.

         5.2.     CONDITIONS TO THE  OBLIGATIONS  OF CADIZ.  The  obligations of
Cadiz to  effect  the  transactions  contemplated  hereby,  as to any  Preferred
Stockholder, shall be subject to the fulfillment at or prior to the Closing Date
of the following conditions, which may be waived only by the approval of Cadiz:

                  (a)      Such Preferred  Stockholder  shall have performed and
complied in all material respects with the covenants and agreements contained in
this  Agreement  required to be performed and complied with by it at or prior to
the Closing Date,  and the  representations  and  warranties  of such  Preferred
Stockholder  set  forth  in this  Agreement  shall be true  and  correct  in all
material respects as of the date of this Agreement and as of the Closing Date as
though made at and as of the Closing Date.

                  (b)      Since the date of this Agreement, there must not have
been  commenced or threatened  against Cadiz or the  Preferred  Stockholder  any
proceeding (i) involving any challenge to, or seeking damages or other relief in
connection with, any of the transactions  contemplated  hereby, or (ii) that may
have  the  effect  of  preventing,   delaying,   making  illegal,  or  otherwise
interfering with any of the transactions contemplated hereby.


                                       9
<PAGE>


                                   ARTICLE VI

                                INJUNCTIVE RELIEF

         6.1      INJUNCTIVE RELIEF. It is understood and agreed that the remedy
at law for the breach of any provision of this  Agreement will be inadequate and
that any party hereto shall be entitled to injunctive  relief without bond. Such
injunctive relief shall not be exclusive,  but shall be in addition to any other
rights or remedies the  non-breaching  party may have for such  breach,  and the
non-breaching  party  shall be  entitled  to  recover  all costs  and  expenses,
including reasonable attorneys' fees incurred by reason of any breach.


                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1      ENTIRE AGREEMENT.  This Agreement (with Exhibits)  constitutes
the entire  agreement  between the parties  with  respect to the subject  matter
hereof,  supersedes all other and prior agreements on the same subject,  whether
written or oral,  and contains all of the covenants and  agreements  between the
parties with respect to the subject matter hereof.

         7.2      COUNTERPARTS.  This Agreement, and any amendments thereto, may
be  executed  in  counterparts,  each of  which  shall  constitute  an  original
document,  but which  together  shall  constitute  one and the same  instrument.
Facsimile signatures of the parties shall be as effective to bind the parties as
original manual signatures.

         7.3      HEADINGS. The section headings contained in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         7.4      AMENDMENT.  This  Agreement  may be  amended  at any  time  by
agreement of the parties,  provided that any  amendment  shall be in writing and
executed by all parties.

         7.5      NO WAIVER.  No waiver of any term,  provision  or condition of
this Agreement,  whether by conduct or otherwise,  in any one or more instances,
shall be deemed to be or be construed as a further or  continuing  waiver of any
such term, provision or condition or as a waiver of any other term, provision or
condition of this Agreement.

         7.6      NOTICES.  Any  notices  required  or  permitted  to  be  given
hereunder  by any party to the  other  shall be in  writing  and shall be deemed
delivered upon personal delivery;  twenty-four (24) hours following deposit with
a courier for  overnight  delivery;  or five (5) business  days hours  following
deposit in the U.S. Mail, registered or certified mail, postage prepaid, return-
receipt  requested,  addressed to the parties at the  following  addresses or to
such other addresses as the parties may specify in writing:


                                       10
<PAGE>


         If to Cadiz:            Cadiz Inc.
                                 777 South Figueroa Street, Suite 4250
                                 Los Angeles, California 90017
                                 Attn:  Keith Brackpool, Chief Executive Officer

         With a copy to:         Miller & Holguin
                                 1801 Century Park East, Seventh Floor
                                 Los Angeles, California 90067
                                 Attn:  Howard J. Unterberger, Esq.

         If to OZ Master Fund:   OZ Master Fund, Ltd.
                                 c/o Och Ziff Capital Management
                                 9 West 57th Street
                                 39th Floor
                                 New York, New York 10019

         With a copy to:         Milbank, Tweed, Hadley & McCloy LLP
                                 One Chase Manhattan Plaza
                                 New York, New York 10005
                                 Attention: Roland Hlawaty, Esq.
                                 Facsimile: 212-822-5530

         If to OZF:              OZF Credit Opportunities Master Fund Ltd.
                                 c/o Och Ziff Capital Management
                                 9 West 57th Street
                                 39th Floor
                                 New York, New York 10019

         With a copy to:         Milbank, Tweed, Hadley & McCloy LLP
                                 One Chase Manhattan Plaza
                                 New York, New York 10005
                                 Attention: Roland Hlawaty, Esq.
                                 Facsimile: 212-822-5530

         7.7      GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the State of California.

         7.8      SEVERABILITY.  If any provision of this Agreement is held by a
court of competent  jurisdiction to be invalid or  unenforceable,  the remaining
provisions  will  nevertheless  continue in full force and  effect,  unless such
invalidity or  unenforceability  would defeat an essential  business  purpose of
this Agreement.

         7.9      FEES AND EXPENSES.  Except as otherwise  explicitly  set forth
herein,  each party shall bear its own expenses  including,  without limitation,
attorneys'  and  accountants'  fees in connection  with the  preparation of this
Agreement and the transactions contemplated hereby.


                                       11
<PAGE>


         7.10     TIME OF ESSENCE. Time is expressly made of the essence of this
Agreement and each and every provision  hereof of which time of performance is a
factor.

         7.11     ATTORNEYS'  FEES.  Should  any party  institute  any action or
procedure to enforce this  Agreement or any  provision  hereof,  the  prevailing
party in any such action or  proceeding  shall be  entitled to receive  from the
other party all costs and  expenses,  including  without  limitation  reasonable
attorneys' fees, incurred by the prevailing party in connection with such action
or proceeding.

         7.12     FURTHER  ASSURANCES.  The parties  shall take such actions and
execute and deliver such further  documentation as may reasonably be required in
order to give effect to the  transaction  contemplated by this Agreement and the
intentions of the parties hereto.

         7.13     CONSTRUCTION.  Whenever  in  this  Agreement  the  context  so

requires,  references to the  masculine  shall be deemed to include the feminine
and the neuter, reference to the neuter shall be deemed to include the masculine
and  feminine,  references to the plural shall be deemed to include the singular
and the  singular  to include the plural and  references  to the words "and" and
"or" shall be deemed to include the inclusive usage "and/or."

                       [REST OF PAGE INTENTIONALLY BLANK]


                                       12
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to
become effective on the day and year first hereinabove written.



                                   CADIZ INC.



                                   By:   /s/ Jennifer Hankes Painter
                                        ------------------------------------
                                         Name:  Jennifer Hankes Painter
                                         Title: VP, General Counsel


                                   OZ MASTER FUND LTD.
                                   OZ Management, LLC
                                   as investment manager

                                   By:   /s/ Daniel S. Och
                                        ------------------------------------
                                         Daniel S. Och
                                         Senior Managing Member


                                   OZF CREDIT OPPORTUNITIES MASTER FUND, LTD.
                                   OZ Management, LP as investment manager
                                   OZ Managemer, LLC managing member

                                   By:   /s/ Daniel S. Och
                                        ------------------------------------
                                         Daniel S. Och
                                         Senior Managing Member


                                       13
<PAGE>


                                    EXHIBIT A
                               NOTICE OF TRANSFER

Cadiz Inc.
777 South Figueroa Street, Suite 4250
Los Angeles, California 90017

Attention:  Chief Executive Officer

Ladies and Gentlemen:

Please be advised that _______________________ ("Transferor") has transferred:

         (i)      _________ shares of the Series D Preferred Stock of Cadiz Inc.
                  (the "Company");
         (ii)     _________  shares of the  Series  E-1  Preferred  Stock of the
                  Company; and/or
         (iii)    _________  shares of the  Series  E-2  Preferred  Stock of the
                  Company;

         (collectively,  the "Securities") to  _________________________________
         ("Transferee") as of  __________________________,  2003 (the "Effective
         Date").

In connection with such transfer,  we hereby  represent,  warrant and certify as
follows:

1.       The offer of the Securities  was made without any general  solicitation
         or advertising;
2.       The  Transferee  represents and warrants for the benefit of the Company
         that (a) the Transferee is an accredited  investor and is acquiring the
         Securities solely for the Transferee's own account, for investment, and
         not  with  a view  to  distribution  of the  Securities,  and  (b)  the
         Transferee  is  capable,  by  reason of  knowledge  and  experience  in
         financial  and  business   matters  in  general,   and  investments  in
         particular,  of evaluating the merits and risks of an investment in the
         Securities;
3.       The Transferee hereby  acknowledges the applicability to the Transferee
         and  to  the  Securities  of  that  certain  Preferred  Stock  Exchange
         Agreement dated as of October _____, 2003 by and among the Company,  OZ
         Master Fund,  Ltd. and OZF Credit  Opportunities  Master Fund, Ltd (the
         "Exchange Agreement"). In particular, the Transferee acknowledges that,
         as of the  effective  date  of the  transfer  of  the  Securities,  the
         Transferee (a) is subject to and bound by those certain representations
         and  warranties  set forth in Article III of the Exchange  Agreement as
         though such  representations  and  warranties had been made directly by
         the  Transferee to the Company and (b) has assumed all  obligations  of
         the  Transferor  under  the  Exchange  Agreement  with  respect  to the
         Securities;
4.       The  Closing  Date  of the  Exchange  with  respect  to the  Securities
         transferred,  as  calculated  in  accordance  with  Section  4.3 of the
         Exchange Agreement, shall be ____________________, 2003.


                                       14
<PAGE>


5.       The  undersigned  are requesting  that the shares of Common Stock to be
         issued in exchange for the [CHECK AS APPLICABLE]

                      [____]        Series D Preferred Stock
                      [____]        Series E-1 Preferred Stock
                      [____]        Series E-2 Preferred Stock

         (collectively,  the "Rule 144(k)  Preferred  Stock") be issued  without
         restrictive  legend in reliance upon Rule 144(k)  promulgated under the
         Securities Act of 1933, as amended. In order that such shares of Common
         Stock  be  issued  without   restrictive  legend,  the  Transferor  and
         Transferee represent that:

         (a)      Neither Transferee nor Transferor is an affiliate of Cadiz and
                  neither  has been an  affiliate  of  Cadiz  in the last  three
                  months.

         (b)      Transferor   fully  paid  all   consideration   for,  was  the
                  beneficial owner of and bore the full risk of ownership of all
                  of the Rule 144(k) Preferred Stock at least two years prior to
                  the date hereof.

         (c)      Transferor  and  Transferee  are familiar with Rule 144(k) and
                  agree that in  preparing a legal  opinion  with respect to the
                  matters set forth  above,  Cadiz and its counsel may rely upon
                  the representations set forth herein.


Dated: __________________  , 2003               Very truly yours,

"TRANSFEROR"                                    "TRANSFEREE"

--------------------------------                ------------------------------
      (Name of Transferor)                           (Name of Transferee)

By: ____________________________                By: __________________________
      (Authorized Signature)                         (Authorized Signature)


                                       15
<PAGE>


                                   APPENDIX A

                                    WARRANTS


OZ WARRANTS(1)

                                                NUMBER OF       CANCELLATION OR
NAME OF WARRANT                               WARRANT SHARES    EXPIRATION DATE

Series D Initial Warrant - A                     45,000           12/29/03
Term Loan First Warrant - A                     135,000           12/29/03
Term Loan Second Warrant - A                     67,500           12/31/04
Series E Initial Warrant - A                     46,667           12/22/04
Series E Commitment Exercise Warrant - A         46,667           11/28/04
                                                -------

Total:                                          340,834

OZF WARRANTS(2)

                                                NUMBER OF       CANCELLATION OR
NAME OF WARRANT                               WARRANT SHARES    EXPIRATION DATE

Series D Initial Warrant - B                      5,000           12/29/03
Term Loan First Warrant - B                      15,000           12/29/03
Term Loan Second Warrant - B                      7,500           12/31/04
Series E Initial Warrant - B                     23,333           12/22/04
Series E Commitment Exercise Warrant - B         23,333           11/28/04
                                                -------

Total:                                           74,166

--------------------------------------------------------------------------------
(1)      Does not include 95,000 Warrants  previously granted which have expired
         or been cancelled
(2)      Does not include 30,000 Warrants  previously granted which have expired
         or been cancelled


                                       16
<PAGE>


                                   APPENDIX B

                       FORM OF RULE 144(K) REPRESENTATIONS

         RULE 144(K)  REPRESENTATIONS  REGARDING  SERIES [ ] PREFERRED  STOCK In
order that the Series [__] Exchange Shares be issued on the Closing Date without
restrictive legend in reliance upon Rule 144(k) promulgated under the Securities
Act of 1933, as amended, the Preferred Stockholder represents that:

                  (a) Such  Preferred  Shareholder  is not an affiliate of Cadiz
and has not been an affiliate of Cadiz in the last three months.

                  (b) Such Preferred  Shareholders  fully paid all consideration
for, was the  beneficial  owner of and bore the full risk of ownership of all of
the securities represented by the Series [__] Preferred Stock at least two years
prior to the date hereof.

                  (c) Such  Preferred  Shareholder is familiar with  Rule 144(k)
and agrees that in  preparing a legal  opinion  with  respect to the matters set
forth above, Cadiz and its counsel may rely upon the  representations  set forth
herein.

                  (d) Such Preferred  Shareholder shall advise Cadiz immediately
if any of the  representations  set forth herein  ceases to be true and accurate
prior to the Closing Date.


                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10-10.txt
<TEXT>
================================================================================


                   SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                December 15, 2003

                 for Credit Agreement originally executed as of

                                November 25, 1997

                                      among

                                   CADIZ INC.,

                                       and

                             CADIZ REAL ESTATE LLC,

                                  as Borrowers

                      The Lenders Party Hereto, as Lenders

                                       and

                                ING CAPITAL, LLC,
                             as Administrative Agent


================================================================================
<PAGE>


                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

                                    ARTICLE I

                                   Definitions

SECTION 1.01.     Defined Terms................................................2
SECTION 1.02.     [Intentionally Omitted].....................................20
SECTION 1.03.     Terms Generally.............................................20
SECTION 1.04.     Accounting Terms; GAAP......................................20


                                   ARTICLE II

                                   The Credits

SECTION 2.01.     Commitments.................................................20
SECTION 2.02.     Loans and Borrowings........................................21
SECTION 2.03.     [Intentionally Omitted].....................................22
SECTION 2.04.     [Intentionally Omitted].....................................22
SECTION 2.05.     [Intentionally Omitted].....................................22
SECTION 2.06.     [Intentionally Omitted].....................................22
SECTION 2.07.     Conversion Rights for Holders of Tranche B Loans............22
SECTION 2.08.     Security....................................................22
SECTION 2.09.     Termination and Reduction of Commitments....................22
SECTION 2.10.     Repayment of Loans; Evidence of Debt........................23
SECTION 2.11.     Prepayment of Loans; Reborrowings...........................24
SECTION 2.12.     Fees........................................................24
SECTION 2.13.     Interest....................................................25
SECTION 2.14.     Interest Rate Election......................................25
SECTION 2.15.     Increased Costs.............................................27
SECTION 2.16.     Cash Collateral Account.....................................28
SECTION 2.17.     Taxes.......................................................28
SECTION 2.18.     Payments Generally; Pro Rata Treatment; Sharing
                     of Set-offs..............................................29
SECTION 2.19.     Mitigation Obligations; Replacement of Lenders..............31
SECTION 2.20.     Break Funding Payments......................................31
SECTION 2.21.     Certain Mandatory Prepayments...............................32
SECTION 2.22.     Registration Rights.........................................33
SECTION 2.23.     Joint and several Liability.................................33
SECTION 2.24.     Obligations Absolute........................................34
SECTION 2.25.     Waiver of Suretyship Defenses...............................34
SECTION 2.26.     Payments received on Account of Any of Borrowers'
                     Assets or Property Rights................................34
SECTION 2.27.     Extension of Maturity Date upon Satisfaction of
                     Certain Conditions.......................................35


                                       i
<PAGE>


                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.     Organization; Powers........................................36
SECTION 3.02.     Authorization; Enforceability...............................36
SECTION 3.03.     Governmental Approvals; No Conflicts........................36
SECTION 3.05.     Properties..................................................36
SECTION 3.06.     Litigation and Environmental Matters........................37
SECTION 3.07.     Compliance with Laws and Agreements.........................37
SECTION 3.08.     Investment and Holding Company Status.......................37
SECTION 3.09.     Taxes.......................................................37
SECTION 3.10.     ERISA.......................................................37
SECTION 3.11.     Disclosure..................................................38
SECTION 3.12.     Security Interests..........................................38
SECTION 3.13.     Participating Subsidiaries..................................38
SECTION 3.14.     Inactive Subsidiaries.......................................38
SECTION 3.15.     Excluded Items..............................................39
SECTION 3.16.     Equity Acquisition Assets...................................39
SECTION 3.17.     Rolling Stock...............................................39
SECTION 3.18.     Equity Issuances............................................39
SECTION 3.19.     Certain Acknowledgements....................................39
SECTION 3.20.     No Satisfaction.............................................40


                                   ARTICLE IV

                                   Conditions

SECTION 4.01.     Restructuring Effective Date................................40
SECTION 4.02.     Conditions Subsequent.......................................45


                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.     Financial Statements and Other Information..................46
SECTION 5.02.     Notices of Material Events..................................48
SECTION 5.03.     Existence; Conduct of Business..............................48
SECTION 5.04.     Payment of Obligations......................................48
SECTION 5.05.     Maintenance of Properties; Insurance........................48
SECTION 5.06.     Books and Records; Inspection Rights........................49
SECTION 5.07.     Compliance with Laws........................................49
SECTION 5.08.     Loans to Affiliates.........................................49
SECTION 5.09.     New Subsidiaries............................................49
SECTION 5.10.     Acquisitions by Borrower....................................49


                                       ii
<PAGE>


SECTION 5.11.     Acquisitions with Proceeds of Loans.........................50
SECTION 5.12.     Conversion Shares for Revolving Credit Agreement
                     Warrants.................................................50
SECTION 5.13.     Conversion Shares for Cadiz Series F Preferred
                     Stock Certificate........................................50
SECTION 5.14.     Expressions of Interest.....................................51


                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.     Indebtedness................................................51
SECTION 6.02.     Liens.......................................................52
SECTION 6.03.     Fundamental Changes.........................................53
SECTION 6.04.     Investments, Loans, Advances, Guarantees and
                     Acquisitions.............................................53
SECTION 6.05.     Hedging Agreements..........................................54
SECTION 6.06.     Restricted Payments.........................................54
SECTION 6.07.     Transactions with Affiliates................................54
SECTION 6.08.     Restrictive Agreements......................................54
SECTION 6.09.     No Amendment to CRE LLC Agreement and Related
                     Documents................................................55
SECTION 6.10.     Limitations on Management Incentive Plans...................55


                                   ARTICLE VII

                                Events Of Default



                                  ARTICLE VIII

                            The Administrative Agent

SECTION 8.01.     Appointment, Powers and Immunities..........................58
SECTION 8.02.     Administrative Agent in its Individual Capacity.............58
SECTION 8.03.     Nature of Duties of Administrative Agent....................58
SECTION 8.04.     Certain Rights of Administrative Agent......................59
SECTION 8.05.     Reliance by Administrative Agent............................59
SECTION 8.06.     Sub-Agents..................................................60
SECTION 8.07.     Resignation by Administrative Agent.........................60
SECTION 8.08.     Non-Reliance on Administrative Agent and Other
                     Lenders..................................................60
SECTION 8.09.     Security Documents..........................................60


                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.     Notices.....................................................61
SECTION 9.02.     Waivers; Amendments.........................................63
SECTION 9.03.     Expenses; Indemnity; Damage Waiver..........................64


                                      iii
<PAGE>


SECTION 9.04.     Successors and Assigns......................................65
SECTION 9.05.     Survival....................................................67
SECTION 9.06.     Counterparts; Integration; Effectiveness....................68
SECTION 9.07.     Severability................................................68
SECTION 9.08.     Right of Setoff.............................................68
SECTION 9.09.     Governing Law; Jurisdiction; Consent to Service
                     of Process...............................................68
SECTION 9.10.     WAIVER OF JURY TRIAL........................................69
SECTION 9.11.     Headings....................................................69
SECTION 9.12.     Confidentiality.............................................69
SECTION 9.13.     Foreclosure of Cadiz/Sun World Lease........................70
SECTION 9.14.     Waiver of Anti-Deficiency Protection........................70
SECTION 9.15.     Costs Borne by Non-Prevailing Party.........................71
SECTION 9.16.     Interest Rate Limitation....................................71
SECTION 9.17.     Status of ING...............................................71
SECTION 9.18.     General Release.............................................71



SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.06 -- Litigation Disclosure
Schedule 3.13 -- Borrower's Participating Subsidiaries
Schedule 3.14 -- Borrower's Inactive Subsidiaries
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.08 -- Existing Restrictions

EXHIBITS:
Exhibit A      Assignment and Acceptance
Exhibit B      Cadiz Series F Preferred Stock Certificate
Exhibit C      Consent to the Cadiz/Sun World Lease
Exhibit D      New Cadiz/Sun World Lease
Exhibit E      Cash Collateral Account Agreement
Exhibit F      CRE Grant Deed
Exhibit G      CRE LLC Agreement
Exhibit H      Preferred Stock Certificate of Designations
Exhibit I      Purchaser Certificate
Exhibit J      Registration Rights Agreement
Exhibit K      Sun World Settlement
Exhibit L      Tranche A Note
Exhibit M      Tranche B Note
Exhibit N      Fifth  Modification of the Pledge and Security Agreement
Exhibit O      Fifth Modification of the Revolver Deed of Trust
Exhibit P      Fifth Modification of the Revolver SWFG Deed of Trust
Exhibit Q      Fifth Modification of the Revolver Piute Deed of Trust


                                       iv
<PAGE>


Exhibit R      Pledge And Security Agreement For Joint Cadiz/CVDC 1995 Note
Exhibit S      Form of Opinion of Borrower's Counsel
Exhibit T      Chart Setting Forth Equity Interests (as annexed to Term Sheet
                  dated as of November 1, 2003)


                                       v
<PAGE>



         SIXTH AMENDED AND RESTATED  CREDIT  AGREEMENT  dated as of December 15,
2003,  among CADIZ INC.  (f/k/a Cadiz Land Company,  Inc.) and CADIZ REAL ESTATE
LLC, as co-borrowers,  the LENDERS party hereto, and ING CAPITAL, LLC (f/k/a ING
Baring  (U.S.)  Capital  LLC and ING  Baring  (U.S.)  Capital  Corporation),  as
Administrative Agent.


                              W I T N E S S E T H:


         WHEREAS, pursuant to that certain Revolving Credit Agreement,  dated as
of  November  25,  1997 (the "1997  Revolving  Credit  Agreement"),  among Cadiz
Borrower,  the Lenders party thereto and the Administrative  Agent, as agent for
such  Lenders,  such Lenders  agreed to provide a revolving  credit  facility to
Cadiz Borrower;


         WHEREAS,  pursuant to that certain First Amendment to Credit Agreement,
dated as of September 28, 1999, by and between Cadiz  Borrower,  Lenders and the
Administrative  Agent (the "First Amendment  Agreement"),  the parties agreed to
amend certain terms of the 1997 Revolving Credit Agreement;


         WHEREAS, pursuant to that certain Second Amendment to Credit Agreement,
dated as of December 22, 1999,  by and between Cadiz  Borrower,  Lenders and the
Administrative  Agent (the "Second Amendment  Agreement"),  and the other Second
Amendment Documents, as defined in the Second Amendment Agreement (collectively,
the "Second Amendment Documents"),  the parties agreed to amend certain terms of
the 1997 Revolving Credit Agreement, as amended and in effect at that time;


         WHEREAS,  pursuant to that certain Third Amendment to Credit Agreement,
dated as of December 22, 2000,  by and between Cadiz  Borrower,  Lenders and the
Administrative  Agent  (the  "Third  Amendment  Agreement"),  as amended by that
certain  First  Amendment  to Third  Amendment to Credit  Agreement  dated as of
October 22, 2001 between Borrower, Lenders and the Administrative Agent, and the
other Third Amendment  Documents,  as defined in the Third  Amendment  Agreement
(collectively,  the "Third  Amendment  Documents"),  the parties agreed to amend
certain terms of the 1997 Revolving Credit  Agreement,  as amended and in effect
at that time;


         WHEREAS, pursuant to that certain Fourth Amendment to Credit Agreement,
dated as of January 31, 2002,  by and between  Cadiz  Borrower,  Lenders and the
Administrative  Agent (the "Fourth Amendment  Agreement"),  and the other Fourth
Amendment Documents, as defined in the Fourth Amendment Agreement (collectively,
the "Fourth Amendment Documents"),  the parties agreed to amend certain terms of
the 1997 Revolving Credit Agreement, as amended and in effect at that time;


         WHEREAS,  pursuant to that certain  Fifth  Amended and Restated  Credit
Agreement, dated as of March 7, 2002, by and between Cadiz Borrower, Lenders and
the


                                       1
<PAGE>


Administrative Agent (the "Fifth Amendment Agreement"),  and the other documents
executed  or  delivered  in  connection  therewith  (collectively,   the  "Fifth
Amendment  Documents"),  the parties  agreed to amend  certain terms of the 1997
Revolving Credit Agreement, as amended and in effect at that time;


         WHEREAS,  the Cadiz  Borrower  has  requested  that the 1997  Revolving
Credit Agreement, as amended and in effect at this time, be amended and restated
in its  entirety to reflect the  restructuring  of the Loan  Obligations  on the
terms set forth herein;


         WHEREAS,  the Lenders and the Administrative Agent are willing to amend
and restate the 1997  Revolving  Credit  Agreement,  as amended and in effect at
this  time,  in its  entirety  on the terms and  subject to the  conditions  and
requirements  set forth in this  Agreement and the other  documents  executed or
delivered  in  connection  herewith  to,  among  other  things,  (a) confirm the
obligations of Cadiz Borrower in favor of Lenders and Administrative Agent under
the 1997 Credit Agreement, as amended and in effect at this time; (b) consent to
the creation of a new special  purpose entity,  the CRE Borrower,  that is being
assigned  the assets of the Cadiz  Borrower and is becoming a  co-borrower  with
Cadiz  Borrower  hereunder,  and (c) provide for the  issuance of new  preferred
stock to ING; (d) amend the interest rate on the Loan  Obligations to either (at
the election of the Borrowers as provided  herein):  (i) 8% per annum in cash or
(ii) 4% per  annum in cash plus 8% per annum in kind;  and (e)  provide  for the
further  extension  of the  Maturity  Date of the Notes and other  modifications
thereof, all of the foregoing upon the terms and conditions set forth herein and
in the other Loan Documents; and


         WHEREAS,  The parties  acknowledge  that the Borrowers have  previously
fully drawn on the Revolving Loans and availability  provided hereunder and that
there are no undrawn Commitments hereunder.


         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
contained  herein,  the  parties  to this  Agreement  hereby  agree to amend and
restate the 1997 Revolving  Credit  Agreement,  as amended and in effect at this
time, in its entirety as follows: ARTICLE I

                                   DEFINITIONS

         SECTION 1.01.  DEFINED TERMS. As used in this Agreement,  the following
terms have the meanings specified below:

         "ADMINISTRATIVE  AGENT"  means ING  Capital,  LLC,  in its  capacity as
administrative agent for the Lenders hereunder.

         "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.


                                       2
<PAGE>


         "AFFILIATE"  means, with respect to a specified Person,  another Person
that directly, or indirectly through one or more intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

         "AGREEMENT"  means this Sixth  Amended and Restated  Credit  Agreement,
dated as of the date set forth above, among Borrowers, the Lenders party hereto,
and the Administrative Agent.

         "APPLICABLE INTEREST RATE" means, with respect to any Borrowing for any
Interest  Period,  either (a) if the Borrowers do not elect the PIK&Cash Payment
Election,  the Cash Payment  Rate,  or (b) if the  Borrowers  elect the PIK&Cash
Payment Election, the PIK&Cash Payment Rate.

         "APPLICABLE   PERCENTAGE"  means,  with  respect  to  any  Lender,  the
percentage of the total Commitments represented by such Lender's Commitment.  If
the Commitments have terminated or expired, the Applicable  Percentages shall be
determined based upon the Commitments most recently in effect,  giving effect to
any assignments.

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance  entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

         "AVAILABILITY   PERIOD"   means  the  period  from  and  including  the
Restructuring  Effective  Date to but excluding the earlier of the Maturity Date
and the date of termination of the Commitments.

         "BOARD" means the Board of Governors of the Federal  Reserve  System of
the United States of America..

         "BORROWERS" means, collectively, each of the Cadiz Borrower and the CRE
Borrower, and each a "BORROWER".

         "BORROWING" means Loans of a Lender made, converted or continued on the
same date.

         "BUSINESS  DAY" means any day that is not a  Saturday,  Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed.

         "CADIZ BORROWER" means Cadiz Inc., a Delaware  corporation,  a borrower
hereunder.

         "CADIZ/CRE  MANAGEMENT  AGREEMENT"  means the  Management  Agreement as
defined in the CRE LLC Agreement.

         "CADIZ  REAFFIRMATION  AGREEMENT" means the agreement  evidencing Cadiz
Borrower's  assumption and  reaffirmation  of all liabilities and obligations of
Cadiz Valley Development Corporation, dated as of November 25, 1997.


                                       3
<PAGE>


         "CADIZ SERIES F PREFERRED STOCK  CERTIFICATE"  means the certificate of
Series F Preferred Stock issued by Cadiz Borrower to the Lenders pursuant to the
Transactions  with the rights,  privileges  and  preferences as set forth in the
Preferred  Stock  Certificate of  Designations in the form as attached hereto in
Exhibit B.

         "CADIZ/SUN  WORLD  SERVICES  AGREEMENT"  means  that  certain  Services
Agreement  between Cadiz  Borrower and Sun World,  dated  September 13, 1996, as
amended by that certain Amendment dated as of April 16, 1997, as further amended
from time to time.

         "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such  Person  under  GAAP,  and the amount of such
obligations  shall be the  capitalized  amount thereof  determined in accordance
with GAAP.

         "CASH COLLATERAL ACCOUNT" means that certain account established at ING
Capital,  LLC, not in its capacity as Lender  hereunder,  but in its capacity as
the cash  collateral  bank under the Cash Collateral  Account  Agreement,  which
account is being assigned and pledged as of the Restructuring Effective Date for
the benefit of the Lenders.

         "CASH  COLLATERAL  ACCOUNT  AGREEMENT"  means  that  certain  agreement
between Cadiz Borrower and the financial  institution party thereto, in form and
substance  consented to by the Administrative  Agent evidencing Cadiz Borrower's
establishment  of a debt service account assigned and pledged for the benefit of
the Lenders,  in substantially the form as attached hereto in Exhibit E. This is
the same  agreement that is required to be delivered by the Cadiz Borrower under
the Sixth Global Amendment Agreement.

         "CASH  EQUIVALENT"  has the  meaning  assigned  to such term in the Sun
World Indenture.

         "CASH PAYMENT AMOUNT" has the meaning set forth in Section 2.14 hereof.

         "CASH  PAYMENT  ELECTION"  has the  meaning  set forth in Section  2.14
hereof.

         "CASH PAYMENT RATE" means eight percent (8%).

         "CASH PORTION" has the meaning set forth in Section 2.14 hereof.

         "CASH PORTION RATE" means four percent (4%).

         "CHANGE IN CONTROL" means (a) the acquisition of ownership, directly or
indirectly,  beneficially  or of  record,  by any  Person or group  (within  the
meaning of the  Securities  Exchange Act of 1934 and the rules of the Commission
thereunder as in effect on the date hereof),  of shares  representing  more than
35% of the  aggregate  ordinary  voting  power  represented  by the  issued  and
outstanding  capital stock of either  Borrower;  (b) occupation of a majority of
the seats  (other  than  vacant  seats) on the board of  directors  of the Cadiz
Borrower by Persons who were neither (i)  nominated by the board of directors of
the Cadiz  Borrower nor


                                       4
<PAGE>


(ii)  appointed by directors so nominated;  or (c) the  acquisition of direct or
indirect Control of the Borrowers by any Person or group.

         "CHANGE IN LAW" means (a) the adoption of any law,  rule or  regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement  or (c)  compliance  by any  Lender  (or,  for
purposes of Section  2.15(b),  by any  lending  office of such Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

         "CHARGES" has the meaning ascribed to such term in Section 9.16 hereof.

         "CLOSING  PRICE"  means the last sale  price per share of Common  Stock
regular way or, in the 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 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,  or if not so  available,  the fair market
price, as determined in good faith by the Administrative Agent.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMITMENT"  means,  with  respect  to  each  Lender,  the sum of such
Lenders'  Tranche A Commitments and Tranche B Commitments,  as such  commitments
may be  modified in  accordance  with the terms  hereof  from time to time.  The
aggregate  amount  of all  of  the  Lenders'  Commitments  on the  Restructuring
Effective Date will be $25,000,000.

         "COMMON STOCK" means authorized  common stock,  $0.01 par value, of the
Borrower.

         "CONSENT  TO   CADIZ/SUN   WORLD   LEASE"  means  the  consent  by  the
Administrative  Agent and the  Lenders  to the New  Cadiz/Sun  World  Lease,  in
substantially the form annexed hereto as Exhibit C.

         "CONSENT TO SUN WORLD  SETTLEMENT"  means that  certain  consent of the
Administrative Agent and the Lenders to the Sun World Settlement.

         "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through  the  ability to  exercise  voting  power,  by  contract  or  otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

         "CRE  BORROWER"  means  Cadiz  Real  Estate  LLC,  a  Delaware  limited
liability company, a borrower hereunder.


                                       5
<PAGE>


         "CRE GRANT DEED" means that certain  grant deed of trust  conveying the
real property ING  Collateral  held by the Cadiz Borrower to the CRE Borrower in
substantially the form as attached hereto in Exhibit F.

         "CRE LLC  AGREEMENT"  means  that  certain  Limited  Liability  Company
Agreement of CRE between the Cadiz  Borrower and M. Solomon & Associates,  Inc.,
as the  independent  member,  in  substantially  the form as attached  hereto in
Exhibit G.

         "DEFAULT"  means any event or condition  which  constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

         "DISCLOSED  MATTERS" means the actions,  suits and  proceedings and the
environmental  matters  disclosed  in any  periodic  and  other  reports,  proxy
statements  and other  materials  filed by the Cadiz  Borrower or any Subsidiary
with the Commission that are publicly available.

         "DOLLARS"  or "$"  refers  to  lawful  money of the  United  States  of
America.

         "EIGHTH WARRANT CERTIFICATE" means the Eight Warrant Certificate issued
in connection with the Fourth Amendment Agreement.

         "ELEVENTH WARRANT  CERTIFICATE" means the Eleventh Warrant  Certificate
issued in connection with the Fourth Amendment Agreement.

         "ENVIRONMENTAL  LAWS"  means  all  laws,  rules,  regulations,   codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated or entered into by any Governmental  Authority,
relating in any way to the  environment,  preservation or reclamation of natural
resources,  the  management,  release or  threatened  release  of any  Hazardous
Material or to health and safety matters.

         "ENVIRONMENTAL LIABILITY" means any liability,  contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or  indemnities),  of either  Borrower or any  Subsidiary  directly or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b)  the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal of any Hazardous  Materials,  (c) exposure to any Hazardous  Materials,
(d) the  release or  threatened  release  of any  Hazardous  Materials  into the
environment  or (e) any  contract,  agreement  or other  consensual  arrangement
pursuant to which  liability  is assumed or imposed  with  respect to any of the
foregoing.

         "EQUITY ACQUISITION ASSET" has the meaning set forth in Section 5.10(c)
hereof.

         "EQUITY  ACQUISITION  THRESHOLD"  has the  meaning set forth in Section
5.10(c) hereof.

         "EQUITY ISSUANCE" has the meaning set forth in Section 2.21 hereof.


                                       6
<PAGE>


         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time.

         "ERISA   AFFILIATE"  means  any  trade  or  business  (whether  or  not
incorporated)  that,  together  with  either  Borrower,  is  treated as a single
employer  under  Section  414(b) or (c) of the Code or,  solely for  purposes of
Section  302 of ERISA  and  Section  412 of the  Code,  is  treated  as a single
employer under Section 414 of the Code.

         "ERISA EVENT" means (a) any "reportable  event",  as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice  period is waived);  (b) the existence
with respect to any Plan of an "accumulated  funding  deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing  pursuant to Section  412(d) of the Code or Section 303(d) of ERISA of an
application  for a waiver of the minimum  funding  standard  with respect to any
Plan;  (d) the incurrence by either  Borrower or any of their  Affiliates of any
liability  under Title IV of ERISA with respect to the  termination of any Plan;
(e) the  receipt by either  Borrower or any ERISA  Affiliate  from the PBGC or a
plan  administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer  any Plan;  (f) the incurrence by
either Borrower or any of its ERISA  Affiliates of any liability with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
the receipt by either  Borrower  or any ERISA  Affiliate  of any notice,  or the
receipt by any Multiemployer Plan from either Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination
that  a  Multiemployer   Plan  is,  or  is  expected  to  be,  insolvent  or  in
reorganization, within the meaning of Title IV of ERISA.

         "EVENT OF  DEFAULT"  has the  meaning  assigned to such term in Article
VII.

         "EXCHANGE ACT" has the meaning set forth in Section 9.17 hereof.

         "EXCLUDED ITEM" has the meaning set forth in Section 5.10(b) hereof.

         "EXCLUDED  ITEMS/ROLLING  STOCK THRESHOLD" has the meaning set forth in
Section 5.10(b) hereof.

         "EXCLUDED TAXES" means, with respect to the  Administrative  Agent, any
Lender,  any other  recipient  of any payment to be made by or on account of any
obligation of either Borrower  hereunder,  (a) income or franchise taxes imposed
on (or  measured by) its net income by the United  States of America,  or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal  office  is  located  or,  in the case of any  Lender,  in  which  its
applicable  lending  office is located,  (b) any branch profits taxes imposed by
the  United  States  of  America  or  any  similar  tax  imposed  by  any  other
jurisdiction  in  which  either  Borrower  is  located  and (c) in the case of a
Foreign  Lender  (other  than an  assignee  pursuant  to a request by the either
Borrower under Section 2.19(b)),  any withholding tax that is imposed on amounts
payable to such Foreign  Lender at the time such Foreign  Lender becomes a party
to this Agreement (or  designates a new lending  office) or is  attributable  to
such  Foreign  Lender's  failure to comply with Section  2.17(e),  except to the
extent that such Foreign Lender (or its assignor, if any) was


                                       7
<PAGE>


entitled, at the time of designation of a new lending office (or assignment), to
receive  additional  amounts from the Borrowers with respect to such withholding
tax pursuant to Section 2.17(a).

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded  upwards,  if  necessary,  to the  next  1/100  of 1%) of the  rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions  received  by the  Administrative  Agent from three  Federal  funds
brokers of recognized standing selected by it.

         "FEE WARRANT  CERTIFICATE" means the three-year warrants that vested on
August 1, 2002 for the  purchase up to 100,000  shares of Cadiz's  common  stock
with an exercise  price equal to the average  closing price for all trading days
in July 2002,  that entitles the holder thereof to purchase up to 100,000 shares
based upon the terms and conditions set forth therein.

         "FIFTH  AMENDMENT  DOCUMENTS" has the meaning  ascribed to such term in
the recitals hereto.

         "FINANCIAL  OFFICER"  means  the  chief  financial  officer,  principal
accounting  officer,  treasurer  or  controller  of,  as  applicable,  the Cadiz
Borrower or the CRE Borrower.

         "FIRST  AMENDMENT  AGREEMENT" has the meaning  ascribed to such term in
the recitals hereto.

         "FIRST EXTENSION  REQUIREMENTS" shall have the meaning ascribed to such
term in Section 2.27(a) hereof.

         "FIXED RATE"  means,  with  respect to any  Borrowing  for any Interest
Period,  either (a) if the Borrowers do not elect the PIK&Cash Payment Election,
the  Cash  Payment  Rate or (b) if the  Borrowers  elect  the  PIK&Cash  Payment
Election, the PIK&Cash Payment Rate.

         "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrowers are located. For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "FOURTH  AMENDMENT  AGREEMENT" has the meaning ascribed to such term in
the recitals hereto.

         "FOURTH  AMENDMENT  DOCUMENTS" has the meaning ascribed to such term in
the recitals hereto.

         "GAAP" means  generally  accepted  accounting  principles in the United
States of America.


                                       8
<PAGE>


         "GOVERNMENTAL  AUTHORITY"  means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

         "GUARANTEE" of or by any Person (the "GUARANTOR") means any obligation,
contingent or otherwise,  of the guarantor  guaranteeing  or having the economic
effect of guaranteeing  any Indebtedness or other obligation of any other Person
(the  "PRIMARY  OBLIGOR") in any manner,  whether  directly or  indirectly,  and
including any obligation of the guarantor,  direct or indirect,  (a) to purchase
or pay (or  advance  or  supply  funds  for the  purchase  or  payment  of) such
Indebtedness  or other  obligation or to purchase (or to advance or supply funds
for the purchase of) any  security for the payment  thereof,  (b) to purchase or
lease property,  securities or services for the purpose of assuring the owner of
such  Indebtedness or other obligation of the payment  thereof,  (c) to maintain
working capital,  equity capital or any other financial  statement  condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness  or other  obligation  or (d) as an account party in respect of any
letter of credit or letter of guaranty  issued to support such  Indebtedness  or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

         "HAZARDOUS MATERIALS" means all explosive or radioactive  substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

         "HEDGING  AGREEMENT"  means any  interest  rate  protection  agreement,
foreign currency  exchange  agreement,  commodity price protection  agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

         "INACTIVE  SUBSIDIARIES"  means all Subsidiaries of the Cadiz Borrower,
excluding Sun World  Entities,  that (a) do not conduct any business  activities
and (b) hold no assets or properties (either tangible or intangible).

         "INDEBTEDNESS"  of any  Person  means,  without  duplication,  (a)  all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
upon which interest  charges are  customarily  paid, (d) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property acquired by such Person,  (e) all obligations of such Person in respect
of the  deferred  purchase  price of  property or  services  (excluding  current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether or not the  Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by such  Person  of
Indebtedness of others,  (h) all Capital Lease  Obligations of such Person,  (i)
all obligations, contingent or otherwise, of such Person as an


                                       9
<PAGE>


account  party in respect of letters of credit and letters of  guaranty  and (j)
all obligations,  contingent or otherwise, of such Person in respect of bankers'
acceptances.  The  Indebtedness of any Person shall include the  Indebtedness of
any other entity  (including  any  partnership in which such Person is a general
partner)  to the  extent  such  Person  is liable  therefor  as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

         "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

         "INDEMNITEE"  has the meaning  ascribed to such term in Section 9.03(b)
hereof.

         "ING" means ING Capital, LLC, a Delaware company.

         "ING  COLLATERAL"  means the collateral  security  granted,  pledged or
hypothecated  to the  Administrative  Agent or the  Lenders  under the  Security
Documents (but excluding the collateral  specifically released under the Consent
to  Sun  World  Settlement)  to  secure  the  payment  and  satisfaction  of the
obligations  hereunder  and  under  the  other  Loan  Documents,  including  the
Revolving Loan Obligations.

         "INTEREST  PAYMENT  DATE"  means  the last day of the  Interest  Period
applicable to the Borrowing of which such Loan is a part.

         "INTEREST  PERIOD"  means,  from and after  September  30,  2003,  each
semi-annual  period ending on March 31 and  September 30 thereafter  through and
including the Maturity  Date,  provided,  that (i) except as provided in clauses
(ii) and (iii)  below,  if any  Interest  Period would end on a day other than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business Day, (ii) any Interest  Period that  commences on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar  month of such  Interest  Period) shall end on the last
Business Day of the last calendar  month of such Interest  Period,  and (iii) if
any Interest  Period would end after the Maturity  Date,  such  Interest  Period
shall end on the Maturity Date.

         "LENDERS"  means the Person or Persons,  as the case may be,  listed on
Schedule  2.01 and any  other  Person  that  shall  have  become a party  hereto
pursuant to an Assignment and Acceptance, other than any such Person that ceases
to be a party hereto pursuant to an Assignment and Acceptance.

         "LIEN"  means,  with respect to any asset,  (a) any  mortgage,  deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such  asset,  (b) the  interest  of a  vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing)  relating  to such  asset  and (c) in the  case  of  securities,  any
purchase  option,  call or similar  right of a third party with  respect to such
securities.

         "LOAN DOCUMENTS"  means this Agreement,  each Security  Document,  each
Note, the First Amendment Agreement,  the Second Amendment Documents,  the Third
Amendment  Documents,  the  Fourth  Amendment  Documents,  the  Fifth  Amendment
Documents and the Sixth


                                       10
<PAGE>


Amendment Documents, and any other document,  instrument or agreement delivered,
executed or to be executed under or in connection with any of the foregoing.

         "LOAN OBLIGATIONS" means  collectively,  the Revolving Loan Obligations
and the Term Loan Obligations.

         "LOANS" or "REVOLVING LOANS" means,  collectively,  the Tranche A Loans
and the Tranche B Loans, each as made pursuant to Section 2.03 or 2.04 hereof.

         "MANDATORY  EQUITY  PREPAYMENT" shall have the meaning ascribed to such
term in Section 2.21(a) hereof

         "MATERIAL  ADVERSE  EFFECT" means a material  adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
either  Borrower  and their  Subsidiaries  taken as a whole,  (b) the ability of
either  Borrower to perform any of its  obligations  under this Agreement or any
other Loan  Document,  (c) the rights of or  benefits  available  to the Lenders
under this Agreement or any other Loan Document, or (d) the Transactions.

         "MATERIAL  INDEBTEDNESS"  means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements,  of any one or more of
the  Borrower  and  its  Subsidiaries,  but  excluding  PSWRI,  in an  aggregate
principal  amount  exceeding  $500,000.  For  purposes of  determining  Material
Indebtedness,  the "principal  amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging  Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting  agreements) that the Borrower or
such  Subsidiary  would  be  required  to pay if  such  Hedging  Agreement  were
terminated at such time.

         "MATURITY DATE" means March 31, 2005,  provided,  however,  that if the
First  Extension  Requirements  are  satisfied,  then the Maturity Date shall be
extended to September 30, 2005; provided,  further, that if the Second Extension
Requirements  are  satisfied,  then the Maturity Date shall be extended to March
31,  2006;  provided,  further,  that if the Third  Extension  Requirements  are
satisfied, then the Maturity Date shall be extended to September 30, 2006.

         "MAXIMUM  CASH  COLLATERAL  AMOUNT"  means,  with respect to any Equity
Issuance,  the amount obtained by multiplying the amount of the outstanding Loan
Obligations,  by 8%, and  multiplying the product thereof by the number of years
(rounded  upward to the nearest half year) between the date of such on which the
proceeds of any Equity  Issuance  was  received by either of the  Borrowers  and
September 30, 2006 (computed on the basis of a year of 360 days).

         "MAXIMUM  RATE" has the meaning  ascribed to such term in Section  9.16
hereof.

         "MOODY'S" means Moody's Investors Service, Inc.

         "MORTGAGES" means, collectively,  (a) any mortgage agreement or deed of
trust dated as of either November 26, 1997 or the  Restructuring  Effective Date
for the  benefit  of  Mortgagee  pursuant  to  Section  2.08 and (b) each  other
mortgage  granted to Mortgagee  pursuant to Sections 2.08,  5.10 and 5.11,  each
substantially in the form as annexed to the 1997 Revolving Credit Agreement.


                                       11
<PAGE>


         "MORTGAGEE"  means,  with respect to any Mortgage,  the  Administrative
Agent as  mortgagee  or  beneficiary  thereof,  for  itself and on behalf of the
Lenders, under such Mortgage.

         "MULTIEMPLOYER  PLAN" means a multiemployer  plan as defined in Section
4001(a)(3) of ERISA.

         "NEW CADIZ/SUN  WORLD LEASE" means that certain  Agricultural  Lease by
and between Cadiz Borrower (OR CRE BORROWER AS ASSIGNEE OF CADIZ  BORROWER),  as
lessor,  and Sun World, as lessee,  in substantially  the form annexed hereto as
Exhibit D.

         "1997 REVOLVING CREDIT AGREEMENT" has the meaning ascribed to such term
in the recitals hereto.

         "NINTH WARRANT  CERTIFICATE" means the Ninth Warrant Certificate issued
in connection with the Fourth Amendment Agreement.

         "NON-ADVERSE  AMENDMENT"  has the  meaning  set forth in  Section  9.19
hereof.

         "NOTES"  means,  collectively,  the  Tranche A Notes and the  Tranche B
Notes.

         "OBLIGORS"  has the  meaning  assigned  to such term in the  Pledge and
Security Agreement.

         "OTHER TAXES" means any and all present or future stamp or  documentary
taxes or any other excise or property  taxes,  charges or similar levies arising
from any payment made hereunder or from the  execution,  delivery or enforcement
of, or otherwise with respect to, this Agreement.

         "PARTICIPANTS" has the meaning ascribed to such term in Section 9.04(e)
hereof.

         "PARTICIPATING  SUBSIDIARIES" means the Subsidiaries  excluding (a) the
Inactive Subsidiaries, and (b) the Sun World Entities.

         "PAST  DUE   EXPENSE   DEFICIENCY"   means  the   amount  of   $20,000,
corresponding  to the amount that  Lender's and  Revolving  Lenders'  reasonable
out-of-pocket  expenses  on and  prior  to  the  Restructuring  Effective  Date,
including the reasonable  fees,  charges and  disbursements  of counsel,  exceed
$400,000.

         "PAST DUE PAYMENT" means a Cash payment of $2,425,034.62  made by Cadiz
to ING and/or its  nominees  that is  comprised  of (a) all  accrued  and unpaid
interest due under the Term Loan Documents and the Loan Documents for the period
through   September  30,  2003  at  the  non-default   rate  in  the  amount  of
$1,412,457.21,  (b) all  accrued  and  unpaid  interest  due under the Term Loan
Documents  and the Loan  Documents  at the default  rate for the period  through
September  30,  2003  in  the  amount  of  $612,577.40,   and  (c)  $400,000  of
Administrative  Agent's  and  the  Lenders'  out-of-pocket  expenses  (including
reasonable attorneys' fees) under the Term Loan Documents and the Loan Documents
for the period through the Restructuring  Effective Date, provided that the Past
Due  Expense  Deficiency  shall  be  capitalized  and  included  as  part of the
principal outstanding under the Tranche A Notes.


                                       12
<PAGE>


         "PBGC" means the Pension Benefit Guaranty  Corporation  referred to and
defined in ERISA and any successor entity performing similar functions.

         "PERMITTED ENCUMBRANCES" means:

         (a)      Liens  imposed  by law for  taxes  that are not yet due or are
                  being contested in compliance with Section 5.04;

         (b)      carriers',    warehousemen's,    mechanics',    materialmen's,
                  repairmen's  and other like Liens  imposed by law,  arising in
                  the ordinary course of business and securing  obligations that
                  are not overdue by more than 30 days or are being contested in
                  compliance with Section 5.04;

         (c)      pledges and deposits  made in the ordinary  course of business
                  in  compliance   with  workers'   compensation,   unemployment
                  insurance and other social security laws or regulations;

         (d)      deposits to secure the performance of bids,  trade  contracts,
                  leases,  statutory  obligations,   surety  and  appeal  bonds,
                  performance  bonds and other  obligations of a like nature, in
                  each case in the ordinary course of business;

         (e)      easements,  zoning  restrictions,  rights-of-way  and  similar
                  encumbrances on real property imposed by law or arising in the
                  ordinary  course of business  that do not secure any  monetary
                  obligations  and do not  materially  detract from the value of
                  the affected  property or interfere with the ordinary  conduct
                  of business of the Borrower or any Participating Subsidiary;

         (f)      Liens arising out of any judgment awarded against the Borrower
                  which have been  discharged,  vacated,  reversed or  execution
                  thereof stayed pending appeal;

         (g)      any other Lien with  respect to which the  Borrower or related
                  lessee  shall  have  provided a bond or other  security  in an
                  amount and under terms reasonably satisfactory to the Required
                  Lenders and which does not involve  any  material  risk of the
                  sale, forfeiture or loss of any interest in Borrower's real or
                  personal property; and

         (h)      the Liens of the Security Documents;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing Indebtedness.

         "PERMITTED INVESTMENTS" means:

         (a)      Cash Equivalents; and

         (b)      transactions  permitted pursuant to the provisions of Sections
                  5.10 and 5.11 hereof.


                                       13
<PAGE>


         "PERSON"  means any  natural  person,  corporation,  limited  liability
company, trust, joint venture, association,  company, partnership,  Governmental
Authority or other entity.

         "PIK PORTION" has the meaning set forth in Section 2.14 hereof.

         "PIK PORTION RATE" means eight percent (8%).

         "PIK&CASH  PAYMENT  ELECTION" has the meaning set forth in Section 2.14
hereof.

         "PIK&CASH  PAYMENT  ELECTION  DEADLINE"  has the  meaning  set forth in
Section 2.14 hereof.

         "PIK&CASH PAYMENT ELECTION REQUEST" means a request by the Borrowers to
make a payment of accrued interest for an Interest Period through the remittance
of both (A) the Cash Portion plus (B) the PIK Portion

         "PIK&Cash  Payment Rate" means twelve percent  (12%),  comprised of the
sum of the PIK Portion Rate and the Cash Portion Rate.

         "PLAN"  means  any  employee   pension   benefit  plan  (other  than  a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA  Affiliate is (or, if such plan were  terminated,  would under Section
4069 of ERISA be deemed to be) an  "employer"  as  defined  in  Section  3(5) of
ERISA.

         "PLEDGE AND SECURITY AGREEMENTS" means, collectively,  (a) any security
agreement  dated as of the  Restructuring  Effective Date for the benefit of the
Administrative  Agent,  for itself  and on behalf of the  Lenders,  pursuant  to
Section  2.08,  (b) any stock pledge  agreement  pursuant to which the shares of
capital stock of each Participating Subsidiary are pledged to the Administrative
Agent, and (c) each other security agreement executed pursuant to Sections 2.08,
5.10 and 5.11,  each  substantially  (to the extent  applicable)  in the form as
annexed to the 1997  Revolving  Credit  Agreement,  as amended from time to time
thereafter.

         "PREPAYMENT DATE" has the meaning set forth in Section 2.11 hereof.

         "PREFERRED  STOCK  CERTIFICATE  OF  DESIGNATIONS"  means  that  certain
Certificate of  Designations  of Series F Preferred Stock of the Cadiz Borrower,
in form and substance acceptable to the Administrative Agent and the Lenders, in
substantially  the form as attached hereto in Exhibit H, that,  inter alia, sets
forth the rights, privileges and preferences of such preferred stock.

         "PSWRI" means P.S.W.R.I. Limited, a Guernsey corporation.

         "PURCHASER  CERTIFICATE" means the Purchaser Certificate in the form as
attached hereto in Exhibit I.

         "REGISTER" has the meaning set forth in Section 9.04.


                                       14
<PAGE>


         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
agreed  to by Cadiz  Borrower  in favor of ING in the form  attached  hereto  as
Exhibit J.

         "RELATED  PARTIES" means,  with respect to any specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

         "RELEASED  PARTIES"  has the  meaning  ascribed to such term in Section
9.19 hereof.

         "REQUIRED  LENDERS" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing at least 66 2/3% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time.

         "RESTRICTED PAYMENT" means any dividend or other distribution  (whether
in cash,  securities or other  property) with respect to any shares of any class
of capital stock of either Borrower or any Subsidiary,  or any payment  (whether
in cash,  securities or other  property),  including any sinking fund or similar
deposit,  on  account  of the  purchase,  redemption,  retirement,  acquisition,
cancellation  or  termination  of any such  shares  of  capital  stock or equity
interest of either Borrower or any option, warrant or other right to acquire any
such shares of capital stock or equity interests of either  Borrower,  PROVIDED,
HOWEVER, that transfers solely between the two Borrowers shall not be considered
Restricted  Payments if such  transfers do not conflict with the  organizational
documents for both of the Borrowers.

         "RESTRUCTURING  EFFECTIVE  DATE" means the date on which the conditions
specified in Section 4.01 are satisfied  (or waived in  accordance  with Section
9.02).

         "REVISED AND RESTATED  ADDITIONAL DRAW WARRANT  CERTIFICATE"  means the
Revised and Restated  Additional Draw Certificate  issued in connection with the
Fourth Amendment Agreement.

         "REVISED AND RESTATED INITIAL DRAW  CERTIFICATE"  means the Revised and
Restated Initial Draw Certificate issued in connection with the Fourth Amendment
Agreement.

         "REVOLVER  DEED OF TRUST" means that certain Deed of Trust,  Assignment
of Rents,  Security  Agreement,  Financing  Statement and Fixture Filing,  dated
November 25, 1997, as amended from time to time,  executed by Cadiz  Borrower in
favor of the  Administrative  Agent for the  benefit of itself and the  Lenders,
which was recorded on November 26, 1997, as Instrument  No.  19970434910  in the
Official Records of San Bernardino County California.

         "REVOLVER  (PIUTE)  DEED OF TRUST"  means that  certain  Deed of Trust,
Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing,
dated as of July 1,  1999,  as  amended  from  time to time,  executed  by Cadiz
Borrower in favor of the Administrative  Agent for the benefit of itself and the
Lenders,  which was recorded on December 23, 1999, as  Instrument  No. 524213 in
the Official Records of San Bernardino County California.

         "REVOLVER  (SWFG)  DEED OF TRUST"  means  that  certain  Deed of Trust,
Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing,
dated October 30, 1998, as amended from time to time, executed by Cadiz Borrower
in favor of the Administrative Agent


                                       15
<PAGE>


for the  benefit of itself and the  Lenders,  which was  recorded on November 4,
1998, as Instrument No.  19980473321  in the Official  Records of San Bernardino
County California.

         "REVOLVER  DEEDS OF TRUST"  means,  collectively,  the Revolver Deed of
Trust, the Revolver (Piute) Deed of Trust, the Revolver (SWFG) Deed of Trust and
any and all mortgages and deeds of trust delivered pursuant to Sections 5.10 and
5.11 hereof.

         "REVOLVING  CREDIT EXPOSURE"  means,  with respect to any Lender at any
time, the sum of the  outstanding  principal  amount of such Lender's  Tranche A
Loans and Tranche B Loans.

         "REVOLVING  CREDIT AGREEMENT  WARRANTS"  collectively,  the Revised and
Restated Initial Draw Warrant  Certificate,  the Revised and Restated Additional
Draw Warrant  Certificate,  the Eighth  Warrant  Certificate,  the Ninth Warrant
Certificate, the Tenth Warrant Certificate, the Eleventh Warrant Certificate and
the Fee Warrant Certificate,  each as revised,  restated and in effect from time
to time.

         "REVOLVING LOAN OBLIGATIONS"  means the obligations of Borrowers to the
Administrative Agent and/or the Lenders under the Loan Documents, as amended and
in effect from time to time.

         "ROLLING  STOCK":  has the meaning  assigned to such term in the Pledge
and Security Agreement.

                           "S&P" means Standard & Poor's.

         "SECOND  AMENDMENT  AGREEMENT" has the meaning ascribed to such term in
the recitals hereto.

         "SECOND  AMENDMENT  DOCUMENTS" has the meaning ascribed to such term in
the recitals hereto.

         "SECOND EXTENSION REQUIREMENTS" shall have the meaning ascribed to such
term in Section 2.27(b) hereof.

         "SECURITIES ACT" has the meaning set forth in Section 9.17 hereof.

         "SECURITY DOCUMENTS" means, collectively, the Mortgages, the Pledge and
Security Agreement and the Cash Collateral Account Agreement.

         "SIXTH  AMENDMENT  DOCUMENTS" has the meaning  ascribed to such term in
the recitals hereto.

         "subsidiary"  means,  with respect to any Person (the  "PARENT") at any
date, any corporation,  limited liability company,  partnership,  association or
other  entity the  accounts  of which  would be  consolidated  with those of the
parent in the  parent's  consolidated  financial  statements  if such  financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership,  association or other


                                       16
<PAGE>


entity (a) of which securities or other ownership  interests  representing  more
than 50% of the equity or more than 50% of the ordinary  voting power or, in the
case of a partnership,  more than 50% of the general partnership  interests are,
as of such date,  owned,  controlled  or held,  or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

         "SUBSIDIARY" means any subsidiary of either of the Borrowers, but shall
exclude Sun World and its  subsidiaries  during the  pendency of the  bankruptcy
case for Sun World pending as of the Restructuring Effective Date.

         "SUN WORLD" means Sun World  International,  Inc., a Subsidiary  of the
Cadiz Borrower.

         "SUN WORLD DOCUMENTS" has the meaning assigned to such term in the Term
Sixth Global Amendment Agreement.

         "SUN WORLD ENTITIES" means Sun World and its subsidiaries.

         "SUN WORLD INDENTURE" means that certain  Indenture,  dated as of April
16, 1997, among Sun World, Cadiz Borrower,  the Subsidiary  Guarantors  thereto,
and the Sun World  Trustee,  as amended by that certain  Amendment to Indenture,
dated as of October 9, 1997, as further amended by any Non-Adverse Amendments.

         "SUN WORLD SETTLEMENT" means the settlement  relating to claims between
the Cadiz Borrower and Sun World, and the related release of certain  collateral
relating to Sun World  implementing the settlement  described in the term sheet,
as annexed hereto in Exhibit K, which documents evidencing the settlement are in
form  and  substance  reasonably   satisfactory  to  the  Cadiz  Borrower,   the
Administrative Agent and the Lenders.

         "SUN WORLD  TRUSTEE" means The Bank of New York, in its capacity as the
successor  trustee  under  the Sun World  Indenture  and any  successor  trustee
thereunder.


         "TAXES"  means any and all present or future  taxes,  levies,  imposts,
duties,  deductions,   charges  or  withholdings  imposed  by  any  Governmental
Authority.

         "TENTH WARRANT  CERTIFICATE" means the Tenth Warrant Certificate issued
in connection

with the Fourth Amendment Agreement.

         "TERM LOAN OBLIGATIONS" means the obligations of Borrowers to ING under
the Term Loan Documents.

         "TERM LOAN  DOCUMENTS"  means  collectively,  the Credit  Documents (as
defined in the Term  Sixth  Global  Amendment  Agreement),  each as amended  and
modified from time to time.

         "TERM FIFTH GLOBAL AMENDMENT AGREEMENT" means that certain Fifth Global
Amendment  Agreement,  dated as of January 31, 2002, between Cadiz, as borrower,
and ING, as lender, as amended and modified from time to time.


                                       17
<PAGE>


         "TERM SIXTH GLOBAL AMENDMENT AGREEMENT" means that certain Sixth Global
Amendment  Agreement,  dated as of December 15, 2003,  between Cadiz and CRE, as
borrowers, and ING, as lender, as amended and modified from time to time.

         "THRESHOLD" has the meaning assigned to such term in Section 2.11(c).

         "THIRD  AMENDMENT  AGREEMENT" has the meaning  ascribed to such term in
the recitals hereto.

         "THIRD  AMENDMENT  DOCUMENTS" has the meaning  ascribed to such term in
the recitals hereto.

         "THIRD EXTENSION  REQUIREMENTS" shall have the meaning ascribed to such
term in Section 2.27(c) hereof.

         "TITLE  POLICIES"  has the  meaning  ascribed  to such term in  Section
4.01(r) hereof.

         "TRANCHE  A  COMMITMENT"  means,  with  respect  to  each  Lender,  the
commitment  of such  Lender  to make  Tranche  A Loans,  expressed  as an amount
representing  the maximum  aggregate amount of such Lender's Tranche A Revolving
Credit  Exposure  hereunder,  as such commitment may be (a) reduced from time to
time  pursuant to Section  2.09 and (b) reduced or  increased  from time to time
pursuant to  assignments  by or to such Lender  pursuant  to Section  9.04.  The
initial  amount of each  Lender's  Tranche A Commitment is set forth on Schedule
2.01, or in the Assignment  and  Acceptance  pursuant to which such Lender shall
have assumed its Tranche A Commitment,  as applicable.  The aggregate  amount of
the  Tranche  A  Commitments  on  the  Restructuring   Effective  Date  will  be
$15,000,000, which amount has been fully drawn and is outstanding.

         "TRANCHE A LENDERS"  means the Lenders listed on Schedule 2.01 who have
a Tranche A Commitment greater than zero set forth under their names, subject to
the provisions of Section 9.04 hereof  pertaining to Persons becoming or ceasing
to be Lenders; "Tranche A Lender" shall mean any one of them.

         "TRANCHE  A LOANS"  shall  have the  meaning  ascribed  to such term in
Section 2.01(a) hereof.

         "TRANCHE A NOTE" means each of the Fifth Amended and Restated Tranche A
Revolver  Notes issued by Borrowers and payable by the Borrowers to the order of
the Lenders, as evidence of the joint and several obligation of the Borrowers to
pay the  aggregate  unpaid  principal  amount,  interest  thereon,  and  related
obligations  of the  Tranche  A  Loans  made to them  by the  Lenders  (and  any
promissory  note or notes that may be issued from time to time in  substitution,
renewal,  extension,  replacement  or  exchange  therefor),  each in the form of
Exhibit L hereto,  and any extensions,  renewals,  modifications or replacements
thereof or therefore,  with all blanks properly completed,  either as originally
executed  or as the  same  may  from  time to time  be  supplemented,  modified,
amended, renewed, extended or refinanced.


                                       18
<PAGE>


         "TRANCHE  A  REVOLVING  CREDIT  EXPOSURE"  means,  with  respect to any
Tranche A Lender at any time,  the sum of the  outstanding  principal  amount of
such Lender's Tranche A Loans.

         "TRANCHE  B  COMMITMENT"  means,  with  respect  to  each  Lender,  the
commitment  of such  Lender  to make  Tranche  B Loans,  expressed  as an amount
representing  the maximum  aggregate amount of such Lender's Tranche B Revolving
Credit  Exposure  hereunder,  as such commitment may be (a) reduced from time to
time  pursuant to Section  2.09 and (b) reduced or  increased  from time to time
pursuant to  assignments  by or to such Lender  pursuant  to Section  9.04.  The
initial  amount of each  Lender's  Tranche B Commitment is set forth on Schedule
2.01, or in the Assignment  and  Acceptance  pursuant to which such Lender shall
have assumed its Tranche B Commitment,  as applicable.  The aggregate  amount of
the  Tranche  B  Commitments  on  the  Restructuring   Effective  Date  will  be
$10,000,000.

         "TRANCHE B LENDERS"  means the Lenders listed on Schedule 2.01 who have
a Tranche B Commitment greater than zero set forth opposite their names, subject
to the  provisions  of Section  9.04 hereof  pertaining  to Persons  becoming or
ceasing to be Lenders; "Tranche B Lender" shall mean any one of them.

         "TRANCHE  B LOANS"  shall  have the  meaning  ascribed  to such term in
Section 2.01(b) hereof.

         "TRANCHE  B NOTES"  means  each of the  Amended  Revised  and  Restated
Tranche B Notes issued by Borrowers and payable by the Borrowers to the order of
the Lenders, as evidence of the joint and several obligation of the Borrowers to
pay the  aggregate  unpaid  principal  amount,  interest  thereon,  and  related
obligations  of the  Tranche  B  Loans  made to them  by the  Lenders  (and  any
promissory  note or notes that may be issued from time to time in  substitution,
renewal,  extension,  replacement  or  exchange  therefor),  each in the form of
Exhibit M hereto,  and any extensions,  renewals,  modifications or replacements
thereof or therefore,  with all blanks properly completed,  either as originally
executed  or as the  same  may  from  time to time  be  supplemented,  modified,
amended, renewed, extended or refinanced.

         "TRANCHE  B  REVOLVING  CREDIT  EXPOSURE"  means,  with  respect to any
Tranche B Lender at any time,  the sum of the  outstanding  principal  amount of
such Lender's Tranche B Loans.

         "TRANSACTIONS"  means the  execution,  delivery and  performance by the
Borrowers  of  this  Agreement,  the  other  Loan  Documents,  the  transactions
contemplated  herein and therein,  the  borrowing  of Loans,  and the use of the
proceeds thereof.

         "WITHDRAWAL  LIABILITY"  means liability to a  Multiemployer  Plan as a
result of a
complete or partial withdrawal from such  Multiemployer  Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

         "WHOLLY  OWNED  SUBSIDIARY"  means,  with  respect to any  Person,  any
corporation,  partnership, or other entity of which all of the equity securities
or  other  ownership  interests  (other  than,  in the  case  of a  corporation,
directors'  qualifying shares) are directly or indirectly owned or controlled by
such Person or one or more Wholly Owned  Subsidiaries  of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.


                                       19
<PAGE>


         SECTION 1.02. [INTENTIONALLY OMITTED]

         SECTION 1.03.  TERMS  GENERALLY.  The definitions of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
assigns, (c) the words "herein", "hereof" and "hereunder",  and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,  (d)  all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections of, and Exhibits and  Schedules  to, this  Agreement  and (e) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including cash, securities, accounts and contract rights.

         SECTION 1.04.  ACCOUNTING TERMS;  GAAP.  Except as otherwise  expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed  in  accordance  with GAAP,  as in effect from time to time;  PROVIDED
that, if either Borrower  notifies the  Administrative  Agent that such Borrower
requests an amendment  to any  provision  hereof to eliminate  the effect of any
change occurring after the date hereof in GAAP or in the application  thereof on
the operation of such  provision (or if the  Administrative  Agent  notifies the
Borrowers that the Required Lenders request an amendment to any provision hereof
for such  purpose),  regardless  of whether any such  notice is given  before or
after such change in GAAP or in the  application  thereof,  then such  provision
shall be interpreted  on the basis of GAAP as in effect and applied  immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

         SECTION 2.01. COMMITMENTS.

         (a)      TRANCHE A LOANS. The parties hereby acknowledge and agree that
each Lender has made loans (the "Tranche A Loans") to the Borrowers from time to
time during the  Availability  Period in an aggregate  principal amount equal to
each Lender's Tranche A Commitment.  The parties hereby further  acknowledge and
agree  that  prior to the  Restructuring  Effective  Date,  the  Borrowers  have
borrowed  the  principal  amount of  $15,000,000  of  Tranche  A Loans  from the
Lenders, which Tranche A Loans remain outstanding on the Restructuring


                                       20
<PAGE>


Effective  Date.  Each  Lender's  Tranche  A Loans  are the  joint  and  several
obligation of the Borrowers to repay such Tranche A Loans and are evidenced by a
revised and  restated  Tranche A Loan Note  payable to the order of such Lender,
and, as of the Restructuring  Effective Date, has been duly and validly executed
and  delivered  by the  Borrowers,  payable to the order of such  Lender,  which
Tranche A Loan Note shall  replace the Tranche A Loan Note issued in  connection
with the Fifth Amendment  Agreement.  Each Revolving Loan Note shall be dated as
of the  Restructuring  Effective  Date (or the later date of any  Assignment and
Acceptance).  The Borrowers  acknowledge and agree that the principal  amount of
Tranche A Loans  outstanding  on the  Restructuring  Effect Date is equal to (a)
$15,000,000  plus (b) the Past Due  Deficiency  Amount of  $20,000.  The parties
further agree that the Tranche A Loan Note issued on the Restructuring Effective
Date may be adjusted upon agreement of the parties,  which  agreement may not be
unreasonably withheld,  within sixty (60) days after the Restructuring Effective
Date solely to reflect any  adjustment  of the Past Due  Deficiency  Amount,  in
which  case  the  Borrowers  shall  re-issue  a  new  Tranche  A  Note  and  the
Administrative Agent shall mark the replaced Tranche A Note void.

         (b)      TRANCHE B LOANS.  S The parties hereby  acknowledge  and agree
that each Lender has made loans (the  "Tranche B Loans") to the  Borrowers  from
time to time during the  Availability  Period in an aggregate  principal  amount
equal  to each  Lender's  Tranche  B  Commitment.  The  parties  hereby  further
acknowledge  and agree  that  prior to the  Restructuring  Effective  Date,  the
Borrowers  have borrowed the principal  amount of $10,000,000 of Tranche B Loans
from the Lenders,  which Tranche B Loans remain outstanding on the Restructuring
Effective  Date.  Each  Lender's  Tranche  B Loans  are the  joint  and  several
obligation of the Borrowers to repay such Tranche B Loans and are evidenced by a
revised and  restated  Tranche B Loan Note  payable to the order of such Lender,
and, as of the Restructuring  Effective Date, has been duly and validly executed
and  delivered  by the  Borrowers,  payable to the order of such  Lender,  which
Tranche B Loan Note shall  replace the Tranche B Loan Note issued in  connection
with  the  Fifth  Amendment  Agreement.  Each  Note  shall  be  dated  as of the
Restructuring   Effective  Date  (or  the  later  date  of  any  Assignment  and
Acceptance).  The Borrowers  acknowledge and agree that the principal  amount of
Tranche  B Loans  outstanding  on the  Restructuring  Effect  Date is  equal  to
$10,000,000.

         SECTION 2.02.  LOANS AND  BORROWINGS.  (a) Each Tranche A Loan shall be
made as part of a  Borrowing  consisting  of Tranche A Loans made by the Lenders
ratably in accordance with their respective  Tranche A Commitments.  The failure
of any  Lender to make any  Tranche A Loan  required  to be made by it shall not
relieve any other Lender of its obligations hereunder; PROVIDED that the Tranche
A Commitments of the Lenders are several and no Lender shall be responsible  for
any other Lender's failure to make Tranche A Loans as required.

         (b)      Each  Tranche  B Loan  shall  be made  as part of a  Borrowing
consisting  of Tranche B Loans made by the Lenders  ratably in  accordance  with
their  respective  Tranche B Commitments.  The failure of any Lender to make any
Tranche B Loan  required to be made by it shall not relieve any other  Lender of
its  obligations  hereunder;  provided  that the  Tranche B  Commitments  of the
Lenders are several and no Lender shall be  responsible  for any other  Lender's
failure to make Tranche B Loans as required.


                                       21
<PAGE>


         SECTION 2.03. [INTENTIONALLY OMITTED]

         SECTION 2.04. [INTENTIONALLY OMITTED]

         SECTION 2.05. [INTENTIONALLY OMITTED]

         SECTION 2.06. [INTENTIONALLY OMITTED]

         SECTION  2.07.  CONVERSION  RIGHTS FOR HOLDERS OF TRANCHE B LOANS.  The
parties hereby agree that, from and after the Restructuring  Effective Date, the
Tranche B Loans shall no longer have conversion rights.

         SECTION  2.08.  SECURITY.   The  Borrowers's   obligations  under  this
Agreement  shall be secured in  accordance  with  and/or have the benefit of the
Pledge and Security Agreement,  the Mortgages,  any other Security Document, and
each other  mortgage,  security  interest,  pledge  agreement or other  document
granted pursuant to Sections 5.09, 5.10 and 5.11.


         SECTION  2.09.  TERMINATION  AND REDUCTION OF  COMMITMENTS.  (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.

         (b)      The Borrowers may at any time terminate,  or from time to time
reduce,  the Tranche A  Commitments;  provided  that (i) each  reduction  of the
Tranche A  Commitments  shall be in an amount  that is an  integral  multiple of
$500,000 and not less than $2,500,000 and (ii) the Borrowers shall not terminate
or reduce the Tranche A Commitments  if, after giving  effect to any  concurrent
prepayment of the Loans in accordance  with Section 2.11, the sum of the Tranche
A Revolving Credit Exposures would exceed the total Tranche A Commitments.

         (c)      The Borrowers may at any time terminate,  or from time to time
reduce,  the Tranche B  Commitments;  provided  that (i) each  reduction  of the
Tranche B  Commitments  shall be in an amount  that is an  integral  multiple of
$500,000 and not less than $2,500,000, (ii) the Borrowers shall not terminate or
reduce the  Tranche B  Commitments  unless the Tranche A  Commitments  have been
reduced to zero and all other Loan  Obligations  (excluding the principal of the
Tranche B Loans)  have been  repaid in full,  and (iii) the  Borrower  shall not
terminate or reduce the Tranche B  Commitments  if,  after giving  effect to any
concurrent  prepayment of the Loans in accordance  with Section 2.11, the sum of
the  Tranche B  Revolving  Credit  Exposures  would  exceed the total  Tranche B
Commitments.

         (d)      Except to the extent that the Past Due Expense  Deficiency and
any PIK Portion increases the aggregate  outstanding  principal amount of all of
the outstanding Loans, if at any time the aggregate outstanding principal amount
of all of the Loans made by any Lender shall exceed the amount of the Commitment
of such Lender,  the Borrowers shall  immediately upon receipt of notice thereof
from  the  Administrative   Agent  or  such  Lender,  or  immediately  upon  the
Borrowers's acquiring actual knowledge thereof,  prepay the Loans of such Lender
to the extent necessary to eliminate such excess.

         (e)      Except  to the  extent  that  any PIK  Portion  increases  the
aggregate  outstanding  principal  amount  of  all  of  the  outstanding  Loans,
notwithstanding  anything  herein  to the  contrary,  the  sum of the  aggregate
outstanding principal balance of all Loans made by all


                                       22
<PAGE>


Lenders at any one time shall not exceed the aggregate amount of all Commitments
as then in effect. If at any time the aggregate outstanding principal balance of
the Loans  exceeds the  applicable  limit  stated in the  immediately  preceding
sentence,  the Borrowers shall  immediately  upon receipt of notice thereof from
the  Administrative  Agent or such Lender,  or immediately  upon the Borrowers's
acquiring actual knowledge thereof,  prepay the Loans to the extent necessary to
eliminate such excess.

         (f)      Any reduction of the Commitments under this Section 2.09 shall
apply as a proportional  and permanent  reduction of the  Commitments of each of
the Lenders. If the aggregate outstanding principal balance of the Loans exceeds
any  applicable  limit  specified  hereunder  after  giving  effect  to any such
reduction of the Commitments,  Borrowers shall immediately  prepay such Loans to
the extent necessary to eliminate such excess.

         (g)      In the  event  any  reduction  in the  Commitments  is made in
accordance  with this Section 2.09, the  Administrative  Agent will issue to the
Borrowers and each Lender a revised  Schedule 2.01 to this Agreement  reflecting
such  reduction,  which revised  Schedule  2.01 shall  supersede and replace the
prior version thereof and shall be substituted by each party in lieu thereof.

         SECTION 2.10.  REPAYMENT OF LOANS;  EVIDENCE OF DEBT. (a) Each Borrower
hereby  unconditionally  promises  to pay to the  Administrative  Agent  for the
account of each  Lender  the then  unpaid  principal  amount of each Loan on the
Maturity Date.

         (b)      Each  Lender  shall  maintain  in  accordance  with its  usual
practice an account or accounts  evidencing the indebtedness of the Borrowers to
such Lender resulting from each Loan made by such Lender,  including the amounts
of  principal  and  interest  payable  and paid to such Lender from time to time
hereunder.

         (c)      The  Administrative  Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder and the Interest  Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable  from the  Borrowers to each Lender  hereunder  and
(iii) the amount of any sum received by the  Administrative  Agent hereunder for
the account of the Lenders and each Lender's share thereof.

         (d)      The  entries  made  in the  accounts  maintained  pursuant  to
paragraph  (b) or (c) of this  Section  shall be  PRIMA  FACIE  evidence  of the
existence and amounts of the  obligations  recorded  therein;  PROVIDED that the
failure of any Lender or the  Administrative  Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement.

         (e)      To  further   evidence  the   existence  and  amounts  of  the
Borrowers's  obligations  to pay  principal  and interest on each Loan made by a
Lender  hereunder,  (i) with respect to each Tranche A Loan, the Borrowers shall
execute and deliver to that Lender a Tranche A Note payable to the Lender,  with
all blanks  therein  appropriately  filled,  with the face  amount  equal to the
principal amount of such Lender's Tranche A Commitment, and (ii) with respect to
each Tranche B Loan,  the  Borrowers  shall execute and deliver to that Lender a
Tranche B Note  payable to the  Lender,  with all blanks  therein  appropriately
filled, with the face


                                       23
<PAGE>


amount equal to the principal amount of such Lender's Tranche B Commitment.  The
Borrowers shall prepare, execute and deliver each such Note payable to the order
of such  Lender  (or,  if  requested  by such  Lender,  to such  Lender  and its
registered assigns).  Thereafter,  the Loans evidenced by such Note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be  represented  by one or more Notes  payable  to the order of the payee  named
therein (or, if such Note is a registered note, to such payee and its registered
assigns).

         SECTION 2.11. PREPAYMENT OF LOANS; REBORROWINGS. (a) Subject to Section
2.11(d) hereof,  the Borrowers shall have the right at any time and from time to
time to prepay any  Borrowing  in whole or in part,  subject to prior  notice in
accordance  with  paragraph  (b) of  this  Section;  PROVIDED  that  unless  all
outstanding  amounts are being repaid or otherwise  mandated  under the terms of
this Agreement or the other Loan  Documents,  each prepayment of Borrowing shall
be in an amount  that is an  integral  multiple  of  $100,000  and not less than
$2,500,000.00.

         (b)      The  Borrowers  shall  notify  the  Administrative   Agent  by
telephone  (confirmed by telecopy) of any prepayment  hereunder not later than 1
p.m., New York City time,  (the following  date, as applicable,  the "Prepayment
Date") (i) with respect to Tranche A Loans, six Business Days before the date of
prepayment  or (ii) with  respect to  Tranche B Loans,  ten (10)  Business  Days
before the date of prepayment.  Each such notice shall be irrevocable  and shall
specify  the  prepayment  date and the  principal  amount of each  Borrowing  or
portion thereof to be prepaid; PROVIDED that, if a notice of prepayment is given
in connection  with a conditional  notice of termination  of the  Commitments as
contemplated  by Section 2.09,  then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.09.  Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each partial prepayment
of any Borrowing shall be in an amount that would be permitted in the case of an
advance of a  Borrowing  as  provided  in Section  2.02.  Each  prepayment  of a
Borrowing  shall  be  applied  ratably  to the  Loans  included  in the  prepaid
Borrowing.  Prepayments  shall be accompanied by accrued  interest to the extent
required by Section 2.13 and Section 2.14.

         (c)      The  Borrowers  may not reborrow any  principal  amount of any
Loans prepaid or repaid in any manner.

         (d)      Notwithstanding  any other  provision of this  Agreement,  any
provision  in any  other  Loan  Documents  or any  provision  of the  Term  Loan
Documents,  no prepayment or repayments of the Tranche B Loans may be made until
all other Loan Obligations (excluding the outstanding principal of the Tranche B
Loans)  have  been paid in full to the  Lenders  and the  Administrative  Agent.
Mandatory or optional  prepayments  by Borrowers  shall first apply to currently
outstanding  Tranche  A  Loans  or the  Term  Loan  Obligations  (excluding  the
principal of the Tranche B Loans) (as  allocated  between such Loan  Obligations
within the sole discretion of the Administrative Agent).

         SECTION 2.12.  FEES.  All fees payable  hereunder  shall be paid on the
date due to the Administrative Agent for distribution to the Lenders.  Fees paid
shall not be refundable under any circumstances.


                                       24
<PAGE>


         SECTION 2.13.  INTEREST.  (a) The Loans comprising each Borrowing shall
bear interest at a rate per annum equal to the Applicable  Interest Rate for the
Interest Period in effect for such Borrowing. On the first Interest Payment Date
after the Restructuring  Effective Date, the Borrowers shall be obligated to pay
(or satisfy)  interest  accruing on the Loans from and after  September 30, 2003
though such Interest Payment Date.

         (b)      Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrowers hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise,  such
overdue amount shall bear interest,  after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraph of
this  Section  or (ii) in the  case  of any  other  amount,  2%  plus  the  rate
applicable to Loans as provided in paragraph (a) of this Section.

         (c)      Accrued  interest  on each Loan shall be payable in arrears on
each  Interest   Payment  Date  for  such  Loan  and  upon  termination  of  the
Commitments;  PROVIDED  that (i) interest  accrued  pursuant to paragraph (b) of
this Section  shall be payable on demand and (ii) in the event of any  repayment
or prepayment of any Loan,  accrued  interest on the principal  amount repaid or
prepaid shall be payable on the date of such repayment or prepayment.

         (d)      All  interest  hereunder  shall be  computed on the basis of a
year of 360 days,  and shall be payable  for the actual  number of days  elapsed
(including the first day but excluding the last day).

         SECTION 2.14.  INTEREST RATE ELECTION.  (a) In its sole discretion,  as
provided  in this  section,  Borrowers  may elect to pay  accrued  interest on a
Borrowing on an Interest  Payment  Date (or, in the case of a  prepayment  under
Section 2.11, on the Prepayment Date) for such Borrowing either:

                  (i)      at the PIK&Cash  Payment Rate through the  remittance
                           of both (A) the Cash  Portion,  which is a payment in
                           cash  corresponding  to an  interest  rate  of 4% per
                           annum plus (B) the PIK  Portion  corresponding  to an
                           interest  rate  of  8%  per  annum(such  election,  a
                           "PIK&Cash Payment Election"); or

                  (ii)     at the Cash Payment Rate  through the  remittance  of
                           the Cash Payment  Amount,  which is a payment on cash
                           corresponding   to  an  interest  rate  of  8%  (such
                           election, a "Cash Payment Election").

         (b)      To make a PIK&Cash Payment  Election  pursuant to this Section
2.14 with respect to any Borrowing for any Interest  Period (or in the case of a
prepayment  under Section 2.11, the portion of an Interest  Period ending on the
Prepayment  Date), the Borrowers shall notify the  Administrative  Agent of such
election by facsimile or telephone not later than 1:00 p.m.,  New York time, six
(6)  Business  Days  before  the  Interest  Payment  Date (or,  in the case of a
prepayment under Section 2.11, six (6) Business Days before the Prepayment Date)
for the  current  Interest  Period for such  Borrowing  (the  "PIK&CASH  PAYMENT
ELECTION DEADLINE").  Each telephonic PIK&Cash Payment Election Request shall be
irrevocable and shall be confirmed  promptly by hand delivery or telecopy to the
Administrative Agent of a written


                                       25
<PAGE>


PIK&Cash Payment Election Request in a form approved by the Administrative Agent
and signed by the  Borrowers.  Promptly  upon  receipt of the  written  PIK&Cash
Payment Election  Request,  the  Administrative  Agent shall give notice of such
PIK&Cash Payment Election Request to the Lenders.

         (c)      Each telegraphic and written PIK&Cash Payment Election Request
shall  specify the  Borrowing to which such PIK&Cash  Payment  Election  Request
applies;

         (d)      Following receipt of a PIK&Cash Payment Election Request,  (i)
the Administrative  Agent shall advise each Lender and the Borrowers by 11 a.m.,
New York time,  on the  Interest  Payment  Date (or, in the case of a prepayment
under Section 2.11, on the Prepayment  Date)  relating to such PIK&Cash  Payment
Election Request of the details thereof,  including the  Administrative  Agent's
determination  of the Cash Payment  Portion and the PIK Portion  (including  its
calculation thereof) as determined pursuant to Subsection hereof, (2) within ten
(10) Business Days after the PIK&Cash Payment Election  Deadline,  the Borrowers
shall deliver to the Administrative Agent, for the benefit of the Lenders, a new
note in  substantially  the form  hereof for the PIK  Portion  relating  to such
PIK&Cash  Payment  Election  Request,  provided,  however,  that the  failure to
deliver any such PIK Portion  note shall not affect the  Borrowers'  obligations
relating to the PIK Portion (or  interest  thereon)  from and after the Interest
Payment Date giving rise thereto.

         (e)      Subject to Section  2.14(f)  hereof,  if the Borrowers fail to
deliver a timely PIK&Cash Payment Election Request with respect to any Borrowing
prior to the PIK&Cash  Payment  Election  Deadline for an Interest Period and in
accordance with  requirements  of this section,  then (i) the Borrowers shall be
deemed  to have  made the Cash  Payment  Election  for that  Borrowing  for that
Interest  Period and (ii) the  Applicable  Interest Rate for that  Borrowing for
that Interest Period shall be the Cash Payment Rate.

         (f)      Notwithstanding  any other  provision of this  Agreement,  the
Borrowers  shall not be  entitled  to make the  PIK&Cash  Payment  Election if a
Default or an Event of Default  has  occurred  and is  continuing  (unless  this
requirement  is  waived  by the  Required  Lenders).  If the  Borrowers  are not
entitled to make the PIK&Cash  Payment  Election  for any  Interest  Period with
respect to a Borrowing, then the Interest Rate for that Interest Period for such
Borrowing shall be the Cash Payment Rate.

         (g)      With  respect to any  Borrowing  for which a PIK&Cash  Payment

Election  has been made (or  deemed to have been made) in  accordance  with this
Section 2.14,  the PIK Portion shall mean the principal  amount that has a value
equal  to the  amount  of  accrued  interest  at the PIK  Portion  Rate for that
Borrowing for the Interest Period (or, in the case of a prepayment under Section
2.11, the portion of an Interest Period ending on the Prepayment Date) for which
the PIK&Cash Payment Election has been made (the "PIK Portion"). The PIK Portion
shall not be paid in cash but shall  automatically and without further action on
the  part of any  party  be added to the  outstanding  principal  amount  of the
Revolving Loan Obligations on the Interest Payment Date for such Interest Period
(or, in the case of a prepayment  under Section 2.11, the portion of an Interest
Period ending on the  Prepayment  Date) and shall be  considered as  outstanding
principal under the Revolving Loans.  Further, with respect to any Borrowing for
which a PIK&Cash  Payment Election has been made in accordance with this Section
2.14, (1)


                                       26
<PAGE>


interest  shall accrue on the Revolving  Loan  Obligations  with respect to such
Borrowing  for such  Interest  Period  (or,  in the case of a  prepayment  under
Section 2.11, the portion of such Interest Period ending on the Prepayment Date)
at the PIK&Cash  Payment Rate, and (2) the Cash Portion shall mean the amount of
accrued  interest at the Cash Portion Rate for that  Borrowing  for the Interest
Period (or, in the case of a prepayment  under Section  2.11,  the portion of an
Interest  Period ending on the Prepayment  Date) for which the PIK&Cash  Payment
Election has been made (the "Cash  Portion").  The Cash Portion shall be payable
in immediately  available  funds on the Interest  Payment Date for such Interest
Period (or, in the case of a prepayment  under Section  2.11,  the portion of an
Interest  Period ending on the Prepayment  Date) in accordance with section 2.18
hereof.

         (h)      With  respect  to any  Borrowing  for  which  a  Cash  Payment
Election has been made in accordance  with this Section 2.14, (1) interest shall
accrue on the Revolving Loan Obligations with respect to such Borrowing for such
Interest Period (or, in the case of a prepayment under Section 2.11, the portion
of such Interest Period ending on the Prepayment Date) at the Cash Payment Rate,
and (2) the Cash Payment Amount shall mean the amount of accrued interest at the
Cash Payment Rate for that Borrowing for the Interest Period (or, in the case of
a prepayment under Section 2.11, the portion of an Interest Period ending on the
Prepayment  Date) for which the Cash  Payment  Election has been made (the "Cash
Payment  Amount").  The Cash  Payment  Amount  shall be payable  in  immediately
available  funds on the Interest  Payment Date for such Interest  Period (or, in
the case of a prepayment  under Section 2.11, the portion of an Interest  Period
ending on the Prepayment Date) in accordance with section 2.18 hereof

         SECTION 2.15. INCREASED COSTS. (a) If any Change in Law shall:

                  (i)      impose,   modify  or  deem  applicable  any  reserve,
                           special deposit or similar requirement against assets
                           of,  deposits  with or for the  account of, or credit
                           extended by, any Lender; or

                  (ii)     impose on any  Lender any other  condition  affecting
                           this Agreement or Applicable Interest Rate Loans made
                           by such Lender or participation therein;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender  of  making  or  maintaining  any  Applicable  Interest  Rate Loan (or of
maintaining  its  obligation  to make any such Loan) or to increase  the cost to
such Lender or to reduce the amount of any sum  received or  receivable  by such
Lender  hereunder  (whether  of  principal,  interest  or  otherwise),  then the
Borrowers  will pay to such  Lender  such  additional  amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

         (b)      If any  Lender  determines  that any  Change in Law  regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company,  if
any, as a  consequence  of this  Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's  holding  company could have
achieved but for such Change in Law (taking  into  consideration  such  Lender's
policies  and the  policies of such  Lender's  holding  company  with respect to
capital


                                       27
<PAGE>


adequacy),  then from time to time the  Borrower  will pay to such  Lender  such
additional  amount or amounts as will  compensate  such Lender or such  Lender's
holding company for any such reduction suffered.

         (c)      A certificate  of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company,  as the case may be,
as specified in paragraph  (a) or (b) of this Section  shall be delivered to the
Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

         (d)      Failure  or  delay  on  the  part  of  any  Lender  to  demand
compensation pursuant to this Section 2.15 shall not constitute a waiver of such
Lender's right to demand such  compensation;  PROVIDED that the Borrowers  shall
not be required to  compensate  a Lender  pursuant to this  Section 2.15 for any
increased costs or reductions incurred more than 270 days prior to the date that
such  Lender  notifies  the  Borrowers  of the Change in Law giving rise to such
increased  costs  or  reductions  and  of  such  Lender's   intention  to  claim
compensation  therefor;  PROVIDED further that, if the Change in Law giving rise
to such increased  costs or reductions is  retroactive,  then the 270-day period
referred to above shall be extended to include the period of retroactive  effect
thereof.

         SECTION 2.16. CASH COLLATERAL ACCOUNT. In accordance with Section 4.01,
the Cadiz  Borrower has agreed to establish the Cash  Collateral  Account and to
grant to Lenders perfected first priority security interests  therein,  all upon
the terms and subject to the terms and conditions of the Cash Collateral Account
Agreement.  In  connection  therewith,  the Cadiz  Borrower  shall  deposit with
$2,142,280  in the Cash  Collateral  Account,  with the amounts in such  account
subject to the Cash Collateral Account  Agreement.  In accordance with the terms
thereof,  the Cadiz  Borrower may utilize  amounts  held in the Cash  Collateral
Account  solely to pay the interest  payments (at the rate specified in (b)(iii)
above elected by Cadiz) next due on the Loan  Obligations,  and, if all interest
due and owing has been paid,  then on the  Maturity  Date,  Cadiz  Borrower  may
utilize any remaining cash in the Cash Collateral  Account to repay principal on
the Loan Obligations.

         SECTION 2.17.  TAXES.  (a) Any and all payments by or on account of any
obligation  of the  Borrowers  hereunder  shall be made  free  and  clear of and
without deduction for any Indemnified Taxes or Other Taxes; PROVIDED that if the
Borrowers shall be required to deduct any Indemnified  Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the  Administrative  Agent or Lender
(as the case may be) receives an amount equal to the sum it would have  received
had no such  deductions been made, (ii) the Borrowers shall make such deductions
and (iii) the  Borrowers  shall pay the full  amount  deducted  to the  relevant
Governmental Authority in accordance with applicable law.

         (b)      In addition,  the  Borrowers  shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


                                       28
<PAGE>


         (c)      The  Borrowers   jointly  and  severally   agree  to  protect,
indemnify, pay and save the Administrative Agent and each Lender, within 10 days
after written demand therefor,  for the full amount of any Indemnified  Taxes or
Other Taxes paid by the Administrative Agent or such Lender, as the case may be,
on or with  respect to any  payment by or on  account of any  obligation  of the
Borrowers  hereunder  (including  Indemnified  Taxes or Other  Taxes  imposed or
asserted on or  attributable  to amounts  payable  under this  Section)  and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Borrowers by a Lender,  or by the  Administrative  Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

         (d)      As soon as practicable  after any payment of Indemnified Taxes
or Other Taxes by the Borrowers to a Governmental Authority, the Borrowers shall
deliver  to the  Administrative  Agent the  original  or a  certified  copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Administrative Agent.

         (e)      Any Foreign  Lender that is entitled to an  exemption  from or
reduction of withholding  tax under the law of the  jurisdiction in which either
Borrower is located,  or any treaty to which such  jurisdiction is a party, with
respect to payments under this Agreement  shall deliver to the Borrowers (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably  requested by the Borrowers as will permit such payments to be
made without withholding or at a reduced rate.

         SECTION  2.18.  PAYMENTS  GENERALLY;  PRO RATA  TREATMENT;  SHARING  OF
SET-OFFS.  (a) The Borrowers  shall make each payment  required to be made by it
hereunder (whether of principal, interest, fees or reimbursements, or of amounts
payable under Sections 2.15, 2.17 or 2.20, or otherwise) prior to 2:00 p.m., New
York City time, on the date when due, in  immediately  available  funds (or with
respect to the PIK Portion for a Borrowing for which the Borrowers have made the
PIK&Cash  Payment  Election in  accordance  with Section 2.14,  additional  Loan
principal, without set-off or counterclaim. Any amounts received after such time
on any date may, in the  discretion of the  Administrative  Agent,  be deemed to
have  been  received  on the  next  succeeding  Business  Day  for  purposes  of
calculating   interest  thereon.   All  such  payments  shall  be  made  to  the
Administrative  Agent at its  offices  at c/o ING  Capital,  LLC,  135 East 57th
Street, New York, New York 10022 Attention: Joan Chiappe, Vice President, except
that  payments  pursuant to  Sections  2.15,  2.17,  2.20 and 9.03 shall be made
directly  to the  Persons  entitled  thereto.  The  Administrative  Agent  shall
distribute any such payments  received by it for the account of any other Person
to the appropriate  recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next  succeeding  Business Day, and, in the case of any
payment accruing  interest,  interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in dollars.

         (b)      If at any time insufficient  funds or property are received by
and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due


                                       29
<PAGE>


hereunder, such funds or property shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in  accordance  with the amounts of interest and fees then due to such  parties,
(ii)  second,  towards  payment  of  principal  on the  Tranche A Loans then due
hereunder,  ratably among the parties  entitled  thereto in accordance  with the
amounts of principal then due to such parties,  and (iii) third, towards payment
of  principal  on the  Tranche B Loans  then due  hereunder,  ratably  among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

         (c)      If any Lender  shall,  by  exercising  any right of set-off or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest on any of its Loans  resulting  in such Lender  receiving  payment of a
greater  proportion  of the aggregate  amount of its Loans and accrued  interest
thereon  than the  proportion  received  by any other  Lender,  then the  Lender
receiving  such  greater  proportion  shall  purchase  (for cash at face  value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit  of all  such  payments  shall  be  shared  by the  Lenders  ratably  in
accordance  with the  aggregate  amount of principal of and accrued  interest on
their  respective  Loans;  PROVIDED  that  (i) if any  such  participations  are
purchased  and  all or any  portion  of  the  payment  giving  rise  thereto  is
recovered,  such  participations  shall  be  rescinded  and the  purchase  price
restored  to the  extent  of such  recovery,  without  interest,  and  (ii)  the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrowers  pursuant to and in  accordance  with the express terms of this
Agreement  or  any  payment  obtained  by a  Lender  as  consideration  for  the
assignment of or sale of a participation  in any of its Loans to any assignee or
participant,  other than to the Borrowers or any Subsidiary or Affiliate thereof
(as to which the  provisions  of this  paragraph  shall  apply).  Each  Borrower
consents to the foregoing  and agrees,  to the extent it may  effectively  do so
under applicable law, that any Lender acquiring a participation  pursuant to the
foregoing  arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

         (d)      Unless the  Administrative  Agent shall have  received  notice
from  the  Borrowers  prior  to the  date on  which  any  payment  is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrowers
will not make  such  payment,  the  Administrative  Agent  may  assume  that the
Borrowers have made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event,  if the Borrowers  have not in fact made such  payment,  then each of the
Lenders  severally  agrees to repay to the  Administrative  Agent  forthwith  on
demand the amount so distributed to such Lender with interest thereon,  for each
day  from and  including  the  date  such  amount  is  distributed  to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the  Administrative  Agent
in accordance with banking industry rules on interbank compensation.

         (e)      If any Lender  shall fail to make any  payment  required to be
made by it to the Administrative  Agent pursuant to the terms of this Agreement,
then the  Administrative  Agent  may,  in its  discretion  (notwithstanding  any
contrary  provision  hereof),  apply  any  amounts  thereafter  received  by the
Administrative  Agent for the  account of such Lender to satisfy  such  Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.


                                       30
<PAGE>


         SECTION 2.19.  MITIGATION  OBLIGATIONS;  REPLACEMENT OF LENDERS. (a) If
any Lender  requests  compensation  under  Section 2.15, or if the Borrowers are
required  to pay  any  additional  amount  to  any  Lender  or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  2.17,  then such
Lender shall use reasonable  efforts to designate a different lending office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender,  such  designation or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to Section  2.15 or 2.17,  as the case may be, in the
future  and (ii)  would not  subject  such  Lender to any  unreimbursed  cost or
expense and would not otherwise be disadvantageous to such Lender. Each Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

         (b)      If any Lender requests  compensation under Section 2.15, or if
the  Borrowers  are required to pay any  additional  amount to any Lender or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.17,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Borrowers  may, at its sole  expense and effort,  upon notice to such Lender and
the Administrative  Agent,  require such Lender to assign and delegate,  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such  obligations  (which  assignee may be another
Lender,  if a Lender accepts such  assignment);  PROVIDED that (i) the Borrowers
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the  outstanding  principal of its Loans,  accrued
interest  thereon,  accrued fees and all other amounts  payable to it hereunder,
from the  assignee  (to the extent of such  outstanding  principal  and  accrued
interest and fees) or the Borrowers (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section  2.15 or payments  required to be made  pursuant to Section  2.17,  such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required  to make any such  assignment  and  delegation  if,  prior
thereto, as a result of a waiver by such Lender or otherwise,  the circumstances
entitling  the  Borrowers to require such  assignment  and  delegation  cease to
apply.

         SECTION 2.20. BREAK FUNDING  PAYMENTS.  In the event of (a) the payment
of any  principal  of any Loan other than on the last day of an Interest  Period
therefor  (including as a result of an Event of Default),  or (b) the failure to
borrow,  continue  or  prepay  any  Loan on the  date  specified  in any  notice
delivered  pursuant hereto,  then, in such event, the Borrowers shall compensate
each Lender for the loss,  cost and expense  attributable  to such event. In the
case of any Loan, the loss to any Lender attributable to any such event shall be
deemed to include an amount determined by such Lender to be equal to the excess,
if any, of (i) the amount of interest  that such Lender  would pay for a deposit
equal to the principal  amount of such Loan for the period from the date of such
payment to the last day of the then current Interest Period for such Loan if the
interest  rate  payable on such  deposit were equal to the Cash Payment Rate for
such  Interest  Period,  over (ii) the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest such
principal  amount for such period at the interest rate that would be bid by such
Lender (or an affiliate  of such  Lender) for  deposits  from other banks in the
eurocurrency  market at the  commencement  of such period.  A certificate of any
Lender  setting  forth any amount or amounts  that such  Lender is  entitled  to
receive


                                       31
<PAGE>


pursuant  to this  Section  shall be  delivered  to the  Borrowers  and shall be
conclusive absent manifest error. The Borrowers shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

         SECTION 2.21. CERTAIN MANDATORY  PREPAYMENTS.  In addition to any other
prepayments  required  under  the  Loan  Documents,   prepayments  of  the  Loan
Obligations  shall be required as follows (any  prepayment  of the Revolver Loan
Obligations  set forth in (a) and (b) of this  Subsection  shall be  effected in
each case in the manner and to the extent  specified in  Subsection  (c) of this
Section 2.21).

         (a)      CERTAIN MANDATORY PREPAYMENTS FOR EQUITY CONTRIBUTION. Subject
to Section  2.21(b) below, to the extent,  if any, that either Borrower  raises,
collects, or receives, proceeds from any Equity Issuance in any manner after the
Restructuring   Effective  Date,  then  the  Borrowers  shall  prepay  the  Loan
Obligations in an aggregate  amount equal to 35% of such cumulative  proceeds to
prepay the Lender's  outstanding Loan Obligations (such amount of proceeds,  the
"MANDATORY  EQUITY   PREPAYMENT")  (as  allocated  between  the  Revolving  Loan
Obligations and the Term Loan Obligations as determined by Administrative  Agent
in its sole discretion);  PROVIDED,  HOWEVER, that if and to the extent that the
amount of Cash in the Cash  Collateral  Account  is less than the  Maximum  Cash
Collateral  Amount,  then such  Borrower  may  deposit  all or a portion  of the
Mandatory Equity  Prepayment in the Cash Collateral  Account subject to the Cash
Collateral Account Agreement.

         (b)      CASHLESS  EQUITY  ISSUANCES TO THIRD  PARTIES.  If there is an
Equity  Issuance after the  Restructuring  Effective Date involving  Persons not
affiliated with the Borrowers or their Affiliates and who are not "insiders" (as
defined in section 101 of title 11 of the United States Code), employee or agent
of any such  entities  under  which there are no cash or other  liquid  proceeds
thereof (a "CASHLESS EQUITY ISSUANCE"), then the Cadiz Borrower must provide all
holders of the Cadiz Series F Preferred Stock with anti-dilution  protections as
provided in the Cadiz Series F Preferred  Stock  Certificate  and the  Preferred
Stock Certificate of Designations.

         (c)      APPLICATION.  Prepayments  to the Revolving  Loan  Obligations
described in the above subsections of Section 2.21 and allocated,  in accordance
with  subsections   2.21(a)  and  (b)  for  the  prepayment  of  Revolving  Loan
Obligations, shall be applied in the following order:

                  (i)      the then due and payable interest under the Revolving
                           Loan Documents

                  (ii)     to the extent  included in the Past Due Payment,  the
                           then due and  payable  interest  and fees  under  the
                           Revolving Loan Documents; and

                  (iii)    then the  principal  amounts  outstanding  under  the
                           Tranche A Loans, and

                  (iv)     then the  principal  amounts  outstanding  under  the
                           Tranche B Loans, and

                  (v)      then all other  Revolving Loan  Obligations and other
                           amounts due under the Revolving Loan  Documents.

         (d)      For purposes of this Agreement,  the following term shall have
the following meaning:


                                       32
<PAGE>


"EQUITY ISSUANCE" shall mean (a) any issuance or sale by either of the Borrowers
or any of their respective  Subsidiaries after the Restructuring  Effective Date
of (i) any capital stock,  partnership (limited or general) or limited liability
company membership interests  (certificated or otherwise),  (ii) any warrants or
options  exercisable  in respect of capital  stock  (other than any  warrants or
options  issued to  directors,  officers or employees of the Borrowers or any of
their  Subsidiaries  pursuant  to  employee  benefit  plans  established  in the
ordinary  course of business and any capital  stock of the Borrower  issued upon
the  exercise  of such  warrants  or  options)  or (iii) any other  security  or
instrument  representing  an equity  interest  (including  a limited  or general
partnership or limited liability company  membership  interest  (certificated or
otherwise) (or the right to obtain any equity  interest upon exercise,  exchange
or conversion  thereof),  in either of the Borrowers or any of their  respective
Subsidiaries,  or (b) the receipt by either Borrower or any of their  respective
Subsidiaries after the Restructuring  Effective Date of any capital contribution
(whether or not evidenced by any equity security issued by the recipient of such
contribution);  provided  that  Equity  Issuance  shall not include (x) any such
issuance or sale by any Subsidiary of either  Borrower to either of the Borrower
or any Subsidiary of the Borrowers,  or (y) any capital  contribution  by either
Borrower or any Wholly Owned  Subsidiary of either Borrower to any Subsidiary of
either Borrower.

         SECTION 2.22. REGISTRATION RIGHTS. As applicable, Cadiz Borrower hereby
agrees that all Common  Stock of such  Borrower,  each of the  Revolving  Credit
Agreement  Warrants and their respective  underlying  shares issued at any time,
along with all Common  Stock of the Cadiz  Borrower  issued at any time upon the
conversion  of the any Cadiz  Series F  Preferred  Stock,  in each case  whether
before or after the date  hereof,  under  any of the Loan  Documents,  including
stock issued hereunder,  shall be accorded registration rights by Cadiz Borrower
as set forth in the Registration Rights Agreement.

         SECTION 2.23. JOINT AND SEVERAL LIABILITY.

         (a)      JOINT  AND  SEVERAL  LIABILITY.  The Loan  Obligations.  shall
constitute  one joint and several  direct and general  obligation  of all of the
Borrowers.  Notwithstanding  anything to the contrary contained herein,  each of
the Borrowers shall be jointly and severally, with each other Borrower, directly
and unconditionally  liable to the Administrative  Agent and the Lenders for all
Revolving  Loan  Obligations  and shall have the  obligations  of co-maker  with
respect to the Loans, the Notes and the Loan  Obligations,  it being agreed that
the advances to each Borrower  inure to the benefit of all  Borrowers,  and that
the  Administrative  Agent and the  Lenders are relying on the joint and several
liability  of the  Borrowers  as  co-makers  in  extending  and  continuing  the
extension of the Revolving Loans hereunder. Each Borrower hereby unconditionally
and  irrevocably  agrees that upon  default in the payment  when due (whether at
stated maturity,  by acceleration or otherwise) of any principal of, or interest
on,  any Loan or other  obligation  payable to the  Administrative  Agent or any
Lender, it will forthwith pay the same, without notice or demand.

         (b)      NO REDUCTION IN  OBLIGATIONS.  No payment or payments  made by
any of the  Borrowers  or any  other  Person or  received  or  collected  by the
Administrative Agent or any Lender from any of the Borrowers or any other Person
by virtue  of any  action  or  proceeding  or any  setoff  or  appropriation  or
application at any time or from time to time in reduction of or in


                                       33
<PAGE>


payment of the Loan Obligations  shall be deemed to modify,  reduce,  release or
otherwise  affect the liability of each  Borrower  under this  Agreement,  which
shall remain liable for the Loan Obligations until the Loan Obligations are paid
in full and the Commitments are terminated.

         SECTION 2.24. OBLIGATIONS ABSOLUTE.  Each Borrower agrees that the Loan
Obligations  will be paid  strictly  in  accordance  with the  terms of the Loan
Documents, regardless of any law, regulation or order now or hereafter in effect
in  any  jurisdiction  affecting  any  of  such  terms  or  the  rights  of  the
Administrative  Agent or any Lender with respect  thereto.  All Loan Obligations
shall be  conclusively  presumed to have been  created in reliance  hereon.  The
liabilities   under  this   Agreement   shall  be  absolute  and   unconditional
irrespective  of:  (a) any  lack  of  validity  or  enforceability  of any  Loan
Documents or any other agreement or instrument relating thereto;  (b) any change
in the time, manner or place of payments of, or in any other term of, all or any
part of the Loan  Obligations,  or any other  amendment or waiver thereof or any
consent to departure  therefrom,  including any increase in the Loan Obligations
resulting from the extension of additional  credit to any Borrower or otherwise;
(c) any taking,  exchange,  release or non-perfection of any ING Collateral,  or
any release or amendment or waiver of or consent to departure  from any guaranty
for  all or any of the  Loan  Obligations;  (d)  any  change,  restructuring  or
termination of the corporate structure or existence of any Borrower;  or (e) any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, any Borrower.  This Agreement shall continue to be effective or be
reinstated,  as the case may be, if at any time any  payment  of any of the Loan
Obligations  is  rescinded or must  otherwise be returned by the  Administrative
Agent or any Lender upon the  insolvency,  bankruptcy or  reorganization  of any
Borrower otherwise, all as though such payment had not been made.

         SECTION 2.25. WAIVER OF SURETYSHIP DEFENSES.  Each Borrower agrees that
the joint and several  liability of the  Borrowers  provided for in Section 2.23
shall not be impaired or affected by any modification,  supplement, extension or
amendment  of any  contract  or  agreement  to which  the  other  Borrowers  may
hereafter agree (other than an agreement signed by the Administrative  Agent and
the Lenders specifically releasing such liability),  nor by any delay, extension
of time,  renewal,  compromise or other indulgence granted by the Administrative
Agent or any  Lender  with  respect to any of the Loan  Obligations,  nor by any
other  agreements  or  arrangements  whatever  with the other  Borrowers or with
anyone else, each Borrower  hereby waiving all notice of such delay,  extension,
release,  substitution,  renewal,  compromise  or other  indulgence,  and hereby
consenting to be bound thereby as fully and  effectually  as if it had expressly
agreed  thereto  in  advance.  The  liability  of each  Borrower  is direct  and
unconditional  as to all of the Loan  Obligations,  and may be enforced  without
requiring  the  Administrative  Agent or any Lender first to resort to any other
right,  remedy or security.  Each Borrower hereby expressly  waives  promptness,
diligence,  notice of  acceptance  and any other  notice  (except  to the extent
expressly  provided for herein or in another Loan  Document) with respect to any
of the Loan  Obligations,  the Notes,  this Agreement or any other Loan Document
and any requirement that the Administrative Agent or any Lender protect, secure,
perfect or insure any Lien or any property  subject thereto or exhaust any right
or  take  any  action  against  any  Borrower  or any  other  Person  or any ING
Collateral.

         SECTION 2.26.  PAYMENTS RECEIVED ON ACCOUNT OF ANY OF BORROWERS' ASSETS
OR PROPERTY RIGHTS. In addition to any other prepayment  requirements  contained
in the  Term  Loan  Documents  and the  Loan  Documents,  each  Borrower  hereby
covenants and agrees that it shall


                                       34
<PAGE>


remit  directly to Lender all payments or proceeds that such  Borrower  receives
(or obtains  the benefit of) with  respect to, on account of, or related to such
Borrower's assets or rights to assets as a mandatory repayments of the Term Loan
Obligations  and the  Revolving  Loan  Obligations,  which  repayments  shall be
applied in order, and subject to the  limitations,  contained in Section 7(N) of
the Term Sixth Global Amendment Agreement.

         SECTION 2.27.  EXTENSION OF MATURITY DATE UPON  SATISFACTION OF CERTAIN
CONDITIONS.  (a) THE FIRST  EXTENSION.  If each of the following  conditions are
satisfied (collectively, the "FIRST EXTENSION REQUIREMENTS"):  (i) the Borrowers
have paid and  satisfied  to the  Administrative  Agent and the Lenders all Loan
Obligations,  including all interest due on or before the Interest  Payment Date
that falls on the original Maturity Date, but excluding principal payments, (ii)
no Defaults or Events of Default  have  occurred  and are  continuing  as of the
original  Maturity Date (unless such Default or Event of Default has been waived
in writing by the  Administrative  Agent),  and (iii)  after the  payment of the
interest due on the Interest  Payment Date that falls on the Maturity  Date, the
amount  in the  Cash  Collateral  Account  is at  least  equal  to  4.0%  of the
outstanding Loan Obligations  (including both the Revolving Loan Obligations and
the Term Loan Obligations);  then the Maturity Date shall be extended from March
31, 2005 to September 30, 2005.

         (b)      THE SECOND EXTENSION.  If each of the following conditions are
satisfied (collectively, the "SECOND EXTENSION REQUIREMENTS"):  (i) the Maturity
Date has been extended to September 30, 2006 pursuant to Section  2.27(a),  (ii)
the  Borrowers  have  paid and  satisfied  to the  Administrative  Agent and the
Lenders  all Loan  Obligations,  including  all  interest  due on or before  the
Interest  Payment Date that falls on the Maturity Date as extended under Section
2.27(a), but excluding principal payments, (ii) no Defaults or Events of Default
have occurred and are continuing as of such extended  Maturity Date (unless such
Default or Event of  Default  has been  waived in writing by the  Administrative
Agent),  and (iii) after the payment of the interest due on the Interest Payment
Date  that  falls  on such  extended  Maturity  Date,  the  amount  in the  Cash
Collateral  Account is at least equal to 4.0% of the then outstanding  principal
amount of Loan  Obligations  (including both the Revolving Loan  Obligations and
the Term Loan  Obligations);  then the Maturity  Date shall be further  extended
from September 30, 2005 to March 31, 2006.

         (c)      THE THIRD EXTENSION.  If each of the following  conditions are
satisfied (collectively,  the "THIRD EXTENSION REQUIREMENTS"):  (i) the Maturity
Date has been extended to March 31, 2006 pursuant to Section  2.27(b),  (ii) the
Borrowers  have paid and satisfied to the  Administrative  Agent and the Lenders
all Loan  Obligations,  including  all  interest  due on or before the  Interest
Payment Date that falls on the Maturity Date as extended  under Section  2.27(b)
above, but excluding principal  payments,  (ii) no Defaults or Events of Default
have occurred and are continuing as of such extended  Maturity Date (unless such
Default or Event of  Default  has been  waived in writing by the  Administrative
Agent),  and (iii) after the payment of the interest due on the Interest Payment
Date that falls on the Maturity Date as extended  under  2.27(b),  the amount in
the Cash  Collateral  Account is at least equal to 4.0% of the then  outstanding
principal  amount  of  Loan  Obligations  (including  both  the  Revolving  Loan
Obligations  and the Term Loan  Obligations)  as of such date; then the Maturity
Date shall be  further  extended  from March 31,  2006 to  September  30,  2006.


                                       35
<PAGE>


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower represents and warrants to the Lenders that the following
representations  and  warranties  are true and  correct on the date hereof as if
made on the date  hereof  (except,  to the extent any such  representations  and
warranties   specifically  refer  to  an  earlier  date,  in  which  case,  such
representations  or  warranties  are  represented  and  warranted to be true and
correct as of such earlier specified date):

         SECTION 3.01. ORGANIZATION; POWERS. Each Borrower and its Participating
Subsidiaries is duly organized,  validly existing and in good standing under the
laws of the  jurisdiction  of its  organization,  has all  requisite  power  and
authority  to carry on its  business  as now  conducted  and,  except  where the
failure to do so,  individually  or in the  aggregate,  could not  reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good  standing  in, every  jurisdiction  where such  qualification  is
required.

         SECTION  3.02.  AUTHORIZATION;  ENFORCEABILITY.  The  Transactions  are
within the  Borrower's  corporate  powers and have been duly  authorized  by all
necessary  corporate and, if required,  stockholder  action.  This Agreement has
been duly executed and delivered by the Borrower and constitutes a legal,  valid
and binding  obligation of the  Borrower,  enforceable  in  accordance  with its
terms, subject to applicable bankruptcy, insolvency, reorganization,  moratorium
or other laws  affecting  creditors'  rights  generally  and  subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.  The Cadiz  Borrower  further  represents  and  warrants  that it has
authorized,  and holds sufficient reserves of Common Stock for the conversion of
the Cadiz Series F Preferred  Convertible  Certificates and all other securities
that are held by Lenders that are convertible to Cadiz Common Stock.

         SECTION 3.03. GOVERNMENTAL  APPROVALS;  NO CONFLICTS.  The Transactions
(a) do not require any consent or approval of,  registration  or filing with, or
any other  action  by,  any  Governmental  Authority,  except  such as have been
obtained  or made and are in full force and  effect,  (b) will not  violate  any
applicable  law or  regulation or the charter,  by-laws or other  organizational
documents  of either  Borrower or any of their  respective  Subsidiaries  or any
order of any Governmental Authority, (c) will not violate or result in a default
under any indenture,  agreement or other instrument binding upon the Borrower or
any of its  Subsidiaries  or its assets,  or give rise to a right  thereunder to
require any payment to be made by the Borrower or any of its  Subsidiaries,  and
(d) will not result in the  creation or  imposition  of any Lien on any asset of
the  Borrower  or any of its  Subsidiaries  (except  those  imposed  by the Loan
Documents).

         SECTION  3.04.  PROPERTIES.  (a) Each  Borrower  and its  Participating
Subsidiaries  has good title to, or valid  leasehold  interests in, all its real
and  personal   property   material  to  its  business,   except  for  Permitted
Encumbrances  and minor defects in title that do not interfere  with its ability
to conduct its business as currently conducted or to utilize such properties for
their intended purposes.

         (b)      Each Borrower and its Participating  Subsidiaries  owns, or is

licensed  to use,  all  trademarks,  tradenames,  copyrights,  patents and other
intellectual property material to its


                                       36
<PAGE>


business, and the use thereof by the Borrower and its Participating Subsidiaries
does not  infringe  upon the  rights of any other  Person,  except  for any such
infringements  that,  individually or in the aggregate,  could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 3.05.  LITIGATION AND  ENVIRONMENTAL  MATTERS.  (a)There are no actions,
suits or  proceedings  by or before any  arbitrator  or  Governmental  Authority
pending  against or, to the knowledge of each  Borrower,  threatened  against or
affecting  such Borrower or any of its  Subsidiaries  (i) as to which there is a
reasonable  possibility  of an  adverse  determination  and that,  if  adversely
determined,  could reasonably be expected,  individually or in the aggregate, to
result in a Material Adverse Effect (other than the Disclosed Matters or matters
specifically  identified  on Schedule  3.06  hereto) or (ii) that  involve  this
Agreement or the  Transactions.  (b) Except for the Disclosed Matters and except
with respect to any other matters that, individually or in the aggregate,  could
not reasonably be expected to result in a Material  Adverse Effect,  neither the
Borrower  nor  any of its  Subsidiaries  (i)  has  failed  to  comply  with  any
Environmental Law or to obtain,  maintain or comply with any permit,  license or
other approval required under any Environmental  Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental  Liability or (iv) knows of any basis for any Environmental
Liability.

         SECTION 3.06. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the Borrower
and the Participating  Subsidiaries is in compliance with all laws,  regulations
and orders of any  Governmental  Authority  applicable to it or its property and
all  indentures,  agreements  and  other  instruments  binding  upon  it or  its
property,  except where the failure to do so,  individually or in the aggregate,
could not reasonably be expected to result in a Material  Adverse Effect.  After
giving  effect to the  transactions  evidenced by this  Agreement  and the Sixth
Global Amendment Agreement, no Default has occurred and is continuing.

         SECTION  3.07.  INVESTMENT  AND  HOLDING  COMPANY  STATUS.  Neither the
Borrower nor any of its  Subsidiaries is (a) an "investment  company" as defined
in, or subject to regulation under, the Investment  Company Act of 1940 or (b) a
"holding  company" as defined  in, or subject to  regulation  under,  the Public
Utility Holding Company Act of 1935.

         SECTION  3.08.  TAXES.  Except for taxes that will be paid on or before
December 22, 2003 in accordance with Section 4.02 hereof,  each Borrower and its
Participating  Subsidiaries  has  timely  filed or  caused  to be filed  all tax
returns  and  reports  required  to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Borrower or
such  Participating  Subsidiary,  as  applicable,  has set  aside  on its  books
adequate  reserves  or (b) to the  extent  that the  failure  to do so could not
reasonably be expected to result in a Material Adverse Effect.

         SECTION  3.09.  ERISA.  No ERISA Event has  occurred  or is  reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a  Material  Adverse  Effect.  The  present  value of all  accumulated
benefit  obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial  Accounting  Standards No. 87) did not,


                                       37
<PAGE>


as of the date of the most recent financial statements  reflecting such amounts,
exceed by more than  $500,000  the fair market value of the assets of such Plan,
and the present value of all accumulated  benefit obligations of all underfunded
Plans  (based on the  assumptions  used for  purposes of  Statement of Financial
Accounting  Standards  No.  87)  did  not,  as of the  date of the  most  recent
financial statements  reflecting such amounts,  exceed by more than $500,000 the
fair market value of the assets of all such underfunded Plans.

         SECTION   3.10.   DISCLOSURE.   The  Borrower  has   disclosed  to  the
Administrative  Agent  all  agreements,   instruments  and  corporate  or  other
restrictions to which it or any of its  Subsidiaries  is subject,  and all other
matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. None of the reports,  financial
statements,  certificates or other information  furnished by or on behalf of the
Borrower  to the  Administrative  Agent or any  Lender  in  connection  with the
negotiation   of  this   Agreement  or  delivered   hereunder  (as  modified  or
supplemented   by  other   information  so  furnished)   contains  any  material
misstatement  of fact or omits to state any material fact  necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading;  PROVIDED  that,  with  respect to  projected  financial
information,  the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

         SECTION  3.11.  SECURITY  INTERESTS.  Except  for (a) the filing of UCC
financing  statements in respect of the ING  Collateral  covered by the Security
Documents in the States of Delaware  and  California  and such other  applicable
jurisdictions  in the United  States of America and (b) filing and  recording of
Mortgages in respect of the real property  collateral in the county in which the
real property is located, which filings shall have been made and be in effect on
(or  simultaneously  with)  the  Restructuring  Effective  Date,  the  taking of
possession by the  Administrative  Agent of the  certificates  representing  the
shares  of  capital  stock  of  the   Participating   Subsidiaries  and  various
instruments pledged to it pursuant to the Pledge and Security Agreement, and the
delivery of notice of the security  interests granted in the accounts covered by
the Pledge and Security Agreement to the bank or banks whereat such accounts are
maintained and receipt of  acknowledgements of such notices by such banks (which
actions  shall  be  effected  as  of or  promptly  following  the  Restructuring
Effective  Date),  no further  filing or  recording of any document and no other
action is necessary or advisable in the States of Delaware or  California or any
other  applicable  jurisdiction  in the  United  States of  America  in order to
establish  and perfect,  under the laws of Delaware or  California or such other
applicable  jurisdiction  in the United  States of America,  the  Administrative
Agent's security interest in such ING Collateral,  to the extent required by the
applicable Security Documents, on behalf of the Lenders.

         SECTION  3.12.   PARTICIPATING   SUBSIDIARIES.   The  Borrower  has  no
Participating Subsidiaries except as set forth on Schedule 3.13 hereto.

         SECTION  3.13.  INACTIVE  SUBSIDIARIES.  The  Borrower  has no Inactive
Subsidiaries  except  as  set  forth  on  Schedule  3.14  hereto.  The  Inactive
Subsidiaries  (a) do not conduct any business  activities of any type or nature,
and (b) do not own or have any interest in any assets or property of any type or
nature.


                                       38
<PAGE>


         SECTION 3.14. EXCLUDED ITEMS. The aggregate acquisition cost of (i) all
Excluded Items plus (ii) all Rolling Stock (in existence as of November 25, 1997
thereafter  acquired) for which the Borrower or other  Obligor,  as the case may
be, has not granted Liens in favor of the  Administrative  Agent, for itself and
on behalf of the Lenders, is not more than $2,000,000.

         SECTION 3.15. EQUITY ACQUISITION ASSETS. The aggregate acquisition cost
of all Equity Acquisition Assets for which the Borrower or other Obligor, as the
case may be, has not granted  Liens in favor of the  Administrative  Agent,  for
itself and on behalf of the Lenders, is not more than $2,000,000.

         SECTION 3.16.  ROLLING  STOCK.  The aggregate  acquisition  cost of all
Rolling Stock for which the Borrower,  without the consent of the Administrative
Agent,  has not granted Liens in favor of the  Administrative  Agent, for itself
and on behalf of the Lenders, is not more than $2,000,000.

         SECTION 3.17. EQUITY ISSUANCES

         Except for (a) Equity  Issuances  reflected on Exhibit T hereto,  which
chart is the same annex as attached to the term sheet setting forth the terms of
the  Transactions,  dated as of November 1, 2003 and (b) Equity Issuances issued
in  connection  with the  settlement  of  litigation as decribed in that certain
e-mail correspondence from Howard Unterberger, as counsel for Cadiz Borrower, to
Michael Edelman,  counsel for Administrative  Agent, dated December 10, 2003, no
Equity Issuances have occurred (or for which the terms have been agreed upon and
are  pending  occurrence)  during the three  months  prior to the  Restructuring
Effective Date.

         SECTION 3.18. CERTAIN  ACKNOWLEDGEMENTS.  The Borrower hereby expressly
acknowledges  and  agrees  that  as of the  Restructuring  Effective  Date,  the
outstanding principal of the Revolving Loans is in the amount of $25,020,000.00,
representing the full Tranche A Commitments,  Tranche B Commitments and the Past
Due Expense Deficiency. The foregoing amount does not include accrued and unpaid
interest  from and after  September  30,  2003.  Further,  the  Borrower  hereby
confirms that (a) the following  documents  remain valid and binding  agreements
and/or instruments,  and (b) the Borrower and, as applicable,  its Participating
Subsidiaries  remain  bound  by  the  terms  and  provisions  of  the  following
documents:

         (i)      the Pledge and  Security  Agreement  (together  with the share
                  certificates  representing  all of the issued and  outstanding
                  shares of the Participating Subsidiaries,  endorsed in blank),
                  and the Mortgages,  and/or any amendments to any such existing
                  Loan Documents;

         (ii)     the Initial Draw Warrant Certificate;

         (iii)    the Additional Draw Warrant Certificate;

         (iv)     the Eighth Warrant Certificate;

         (v)      the Ninth Warrant Certificate;


                                       39
<PAGE>


         (vi)     the Tenth Warrant Certificate;

         (vii)    the Eleventh Warrant Certificate;

         (viii)   the Cadiz Reaffirmation Agreement; and

         (ix)     the other Loan Documents, as amended from time to time.

         SECTION  3.19.  NO   SATISFACTION.   The  Borrower   hereby   expressly
represents,  warrants, acknowledges and agrees that nothing in this Agreement or
in any document or instrument  executed in  connection  with or pursuant to this
Agreement  shall  constitute  a  satisfaction  of or a novation as to all or any
portion of Borrower's  indebtedness  under the Loan  Documents.  Borrower hereby
unconditionally reaffirms, reconfirms and restates its obligation to pay in full
the Revolving  Loan  Obligations  arising under the Loan Documents and all other
Loan Obligations to the Administrative Agent and/or the Lenders, as the case may
be and such obligations constitute allowed,  legal, valid, binding,  enforceable
and  non-avoidable  obligations  of the  Borrowers,  and are not  subject to any
offset,  defense,  counterclaim,  avoidance,  or  subordination  pursuant to the
Bankruptcy Code or any other applicable law; PROVIDED, HOWEVER, that, subject to
the occurrence of the Restructuring Effective Date, ING has agreed to reduce the
outstanding  principal  amount under the Term Loan  Obligations  by  $95,068.21.
Borrower hereby further  acknowledges  and agrees that it has no defenses to the
enforcement of the Revolving Loan Obligations (or any portion  thereof),  or the
other Loan  Obligations,  nor any  counter-claims or claims of offset whatsoever
and  that  neither  this  Agreement  nor the  consummation  of the  transactions
contemplated  herein  will give  rise to any such  defenses,  counter-claims  or
claims of offset.

                                   ARTICLE IV

                                   CONDITIONS

         SECTION 4.01.  RESTRUCTURING  EFFECTIVE  DATE.  The  obligations of the
Lenders to make Loans  hereunder  shall not become  effective  until the date on
which each of the  following  conditions  is satisfied  (or waived in accordance
with Section 9.02):


                                       40
<PAGE>


         (a)      ING shall have received the Past Due Payment;

         (b)      The CRE Borrower has been duly formed and is validly  existing
by Cadiz in accordance with the CRE LLC Agreement;

         (c)      The Cadiz Borrower shall have transferred substantially all of
its  assets,  rights and  interests  in Cadiz'  property  that  constitutes  ING
Collateral  for the  Administrative  Agent and the  Lenders to its CRE  Borrower
Subsidiary,  subject to the Liens and  obligations  arising  under the Term Loan
Documents and the Loan  Documents in favor of the  Administrative  Agent and the
Lenders;

         (d)      to the extent  required  in the CRE LLC  Agreement,  the Cadiz
Borrower  and the CRE Borrower  shall have  executed  the  Cadiz/CRE  Management
Agreement, which agreement shall be binding and in effect;

         (e)      The  Administrative  Agent  shall  have  received  budget  and
projections that are reasonably satisfactory to the Administrative Agent;

         (f)      The  Administrative  Agent shall have  received the  following
original   documents,   each  in  form  and   substance   satisfactory   to  the
Administrative Agent , duly executed and delivered by all the parties thereto:

                  (i)      this Agreement;

                  (ii)     Each  Borrower  filed or  registered  certificate  of
                           incorporation or organization,  as amended, modified,
                           restated  or  supplemented  to the  date  hereof  and
                           certified as of the  Restructuring  Effective Date as
                           being a true and correct  copy  thereof by an officer
                           or manager of such Borrower;

                  (iii)    a copy,  certified as of the Restructuring  Effective
                           Date of the  resolutions of the board of directors or
                           manager,  as the case may be, of each  Borrower  duly
                           authorizing  the execution,  delivery and performance
                           by such Borrower of this Agreement and the other Loan
                           Documents  to  which it is a  party,  and each  other
                           document  required to be executed  and  delivered  by
                           such Borrower pursuant to this Agreement;

                  (iv)     a certificate, dated the Restructuring Effective Date
                           and signed by the  President,  a Vice  President or a
                           Financial   Officer  or  Manager  of  each  Borrower,
                           confirming  compliance  with the conditions set forth
                           in paragraphs (q) and (r) of this Section 4.01;

                  (v)      Tranche A Note.

                  (vi)     Tranche B Note.

                  (vii)    Fifth   Modification   of  the  Pledge  and  Security
                           Agreement,  in the form as attached hereto in Exhibit
                           N; (viii) Fifth  Modification of the Revolver Deed of
                           Trust,  in the form as attached  hereto in Exhibit O;
                           (ix) Fifth  Modification of the Revolver SWFG Deed of
                           Trust,  in the form as attached  hereto in Exhibit P;
                           (x) Fifth  Modification of the Revolver Piute Deed of
                           Trust,  in the form as attached  hereto in Exhibit Q;
                           (xi)  Pledge  And   Security   Agreement   For  Joint
                           Cadiz/CVDC  1995 Note, in the form as attached hereto
                           in Exhibit R;


                                       41
<PAGE>


                  (xii)    the Cash  Collateral  Account  Agreement;  (xiii) the
                           Registration  Rights  Agreement;  (xiv) the Purchaser
                           Certificate; (xv) a copy of the CRE LLC Agreement;

                  (xvi)    a  copy  of  the  Preferred   Stock   Certificate  of
                           Designations  evidencing to the  satisfaction  of the
                           Lenders that such  document has been  properly  filed
                           with the Secretary of State of the State of Delaware;

                  (xvii)   the Cadiz Series F Preferred Stock Certificate;

                  (xviii)  the  certificate  of  cancellation  with  respect  to
                           series  D, E-1 and E-2  preferred  stock of the Cadiz
                           Borrower;

                  (xix)    the Consent to Cadiz/Sun World Settlement;

                  (xx)     the Consent to New Cadiz/Sun World Lease;

                  (xxi)    the  certificate of formation for CRE;

                  (xxii)   the CRE Assignment and Assumption Agreement;

                  (xxiii)  the CRE Grant Deed;

         (g)      Each  Borrowers,  to the  extent  that it is a party  thereto,
shall have  confirmed in writing that the following  documents  remain valid and
binding agreements and/or instruments, which written confirmation is in form and
substance satisfactory to the Administrative Agent, in its sole discretion,  and
that Borrowers and, as applicable, their Participating Subsidiaries remain bound
by the terms and provisions of the following documents:

                  (i)      the Pledge and Security Agreement  (together with the
                           share certificates representing all of the issued and
                           outstanding shares of the Participating Subsidiaries,
                           endorsed  in blank),  and the  Mortgages,  and/or any
                           amendments to any such existing Loan Documents;


                                       42
<PAGE>


                  (ii)     the  Revised  and   Restated   Initial  Draw  Warrant
                           Certificate;

                  (iii)    the  Revised and  Restated  Additional  Draw  Warrant
                           Certificate;

                  (iv)     the Eighth Warrant Certificate;

                  (v)      the Ninth Warrant Certificate;

                  (vi)     the Tenth Warrant Certificate;

                  (vii)    the Eleventh Warrant Certificate;

                  (viii)   the Cadiz Reaffirmation Agreement; and

                  (ix)     the other Loan  Documents,  as  amended  from time to
                           time.

         (h)      The  Administrative  Agent shall have received an opinion,  in
substantially the form annexed hereto as Exhibit S, from each Borrower's counsel
in form and substance  satisfactory  to the  Administrative  Agent (A) that such
Borrower is in good standing in the States of Delaware and California, (B) as to
the due  authorization,  execution and delivery of this  Agreement and the other
Loan Documents,  (C) that this Agreement and the other Loan Documents constitute
valid, binding and enforceable  obligations of such Borrower, and (D) as to such
other  matters as the  Administrative  Agent  shall  reasonably  request,  which
opinion is  supported  by a  certification  from each  Borrower's  restructuring
counsel  stating that such counsel  knows of no error or inaccuracy in and knows
of no reason why the  Administrative  Agent and the Lenders should not rely upon
the  opinion  of  Borrower's  counsel,  both in form  and  substance  reasonably
satisfactory to such Borrower, the Administrative Agent, and the Lender.

         (i)      The Administrative  Agent shall have received certified copies
of the resolutions (in form and content satisfactory to Administrative Agent) of
the  Board of  Directors  of  Cadiz  Borrower  approving  and  authorizing  this
Agreement  and the other  documents  executed  and/or  delivered  in  connection
herewith  (including each of the exhibits  hereto),  and the effectuation of the
transactions contemplated herein and/or therein, as the case may be, and any and
all actions to be taken by Cadiz Borrower in furtherance  and in connection with
this  Agreement  and/or  the  other  documents   executed  and/or  delivered  in
connection herewith.

         (j)      The Administrative Agent shall have received from the Delaware
Secretary  of  State a  Certificate  of Good  Standing  with  respect  to  Cadiz
Borrower,  a  certificate  evidencing  the  formation  of the CRE  Borrower as a
limited liability company in the State of Delaware, and a certificate evidencing
that each  Borrower is  qualified  to do business  in  California,  all of which
certificates must be in form and content satisfactory to Administrative Agent.

         (k)      The Administrative Agent shall have received  certificates (in
form and content satisfactory to Administrative  Agent) of the Secretary of each
Borrower,  certifying as to the names and signatures of the officers  authorized
to sign this  Agreement and the other  documents to be executed and delivered on
its behalf pursuant to this Agreement.


                                       43
<PAGE>


         (l)      Except as provided in Section  3.09 (or as provided  for under
4.02 hereof), to the best of each Borrower's knowledge,  all real property taxes
with respect to the property encumbered by any of the ING Collateral, as well as
all real property taxes  affecting the property  encumbered by any and all deeds
of trust  pledged  or  assigned  to  Administrative  Agent as  security  for the
Revolving Loan  Obligations (or any of them),  shall have been paid prior to the
date any fine, penalty, interest, late-charge or loss may be added to such taxes
or  charged  against  such  real  property  or  other  ING  Collateral  for  the
non-payment or late-payment of such taxes.

         (m)      Each  Borrower  shall  have  caused  appropriate  officers  of
Borrower  to  execute  and  deliver  to  Administrative  Agent  such  additional
certificates  with respect to matters relating to the transactions  contemplated
herein as Administrative Agent may reasonably require.

         (n)      Each Borrower  shall have executed and delivered or caused the
appropriate  third parties to execute and/or deliver (in recordable  form, where
appropriate,  and otherwise in form and content  satisfactory to  Administrative
Agent)  such  other   documents,   instruments,   agreements   and  writings  as
Administrative  Agent may reasonably  require in connection with the creation or
continuation  of any security  interest(s)  granted to  Administrative  Agent in
furtherance  of  the   transactions   contemplated   by  this  Agreement  or  as
Administrative  Agent may otherwise  require in connection with the consummation
of such transactions  (including,  without  limitation,  estoppel  certificates,
guaranty  waivers,  security  agreements,  pledges,  assignments,  subordination
agreements, endorsements, certificates, certifications, reports, and studies).

         (o)      As of the date hereof,  or as soon as  practicable  hereafter,
but in no event later than ten (10) days hereafter (provided that Administrative
Agent  has  made  such a  request  within  four  (4)  days  hereafter),  Uniform
Commercial Code financing statements covering all the security interests created
by or  pursuant  to the Pledge and  Security  Agreements  in the ING  Collateral
pledged  pursuant  thereto,  shall  have been  executed  and  delivered  by each
Borrower to the  Administrative  Agent and such financing  statements,  or other
statements or documents to the same purposes,  shall have been duly filed in all
other  applicable  jurisdictions  in the United  States of America  necessary or
desirable to perfect said security interests and there shall have been taken all
other   action  as  the   Administrative   Agent  or  any  Lender   through  the
Administrative  Agent may reasonably request or as shall be necessary to perfect
such  security  interests  to the extent  required  by the  applicable  Security
Documents.

         (p)      [Intentionally omitted].

         (q)      The  representations and warranties of each Borrower set forth
in this  Agreement and each other Loan Document shall be true and correct on and
as of the Restructuring Effective Date of such Borrowing.

         (r)      No Default shall have occurred and be continuing  after giving
effect to the  transactions  set forth in this  Agreement  and the Sixth  Global
Amendment Agreement.

         (s)      After  giving  effect  to the  transactions  set forth in this
Agreement and the Sixth Global  Amendment  Agreement,  each Borrower  shall have
performed  or  observed  and be  continuing  to perform  each term,  covenant or
agreement contained in any Loan Document.


                                       44
<PAGE>


         (t)      The  Administrative   Agent  shall  have  received  all  fees,
preferred  stock  and  other  amounts  due  and  payable  on  or  prior  to  the
Restructuring Effective Date, including,  to the extent invoiced,  reimbursement
or payment of all  out-of-pocket  expenses  required to be reimbursed or paid by
the Borrowers hereunder.

         (u)      All  governmental  and third party approvals  necessary or, in
the discretion of the  Administrative  Agent,  advisable in connection  with the
Transaction,  the financing contemplated hereby and the continuing operations of
the Borrowers shall have been obtained and be in full force and effect,  and all
applicable  waiting periods shall have expired without any action being taken or
threatened by any competent authority which would restrain, prevent or otherwise
impose adverse conditions on the Transactions or the financing thereof.

         (v)      The  Lender  shall  have  received  confirmation,  in form and
substance  satisfactory  to the  Lender,  that (i)  Borrowers  have paid (a) all
premiums for the endorsements to the Title Policies required pursuant to Section
4.02(a)(i)  hereof,  (b) all recording and filing fees relating to the recording
of the CRE Grant Deed and the amendments to the Revolver Deeds of Trust required
to be delivered  pursuant to this Section 4.01 and 4.02 of this  Agreement,  and
(c) amounts  sufficient to satisfy all real  property  taxes with respect to the
property encumbered by the Revolver Deeds of Trust and Mortgages, along with any
fine, penalty,  interest, late charge or similar fine or penalty with respect to
the payment of such taxes, to Chicago Title Insurance  Company with instructions
to utilize  such funds to pays such  taxes,  fines,  penalties,  interest,  late
charges  or  similar  fines or  penalties,  and (ii) the CRE Grant  Deed and all
amendments to the Revolver Deeds of Trust and Mortgages required to be delivered
pursuant to this  Section  4.01 of this  Agreement,  each in form and  substance
satisfactory to Administrative  Agent and as executed and ready for recordation,
have been duly delivered to Chicago Title Insurance Company.

         (w)      The  "Restructuring  Effective  Date" as  defined  in the Term
Sixth Global Amendment Agreement shall have occurred.

         (x)      The  Administrative  Agent  shall  have  received  such  other
documents as the Administrative Agent may reasonably request.

The  Administrative  Agent  shall  notify the  Borrowers  and the Lenders of the
Restructuring  Effective  Date, and such notice shall be conclusive and binding.

         SECTION 4.02.  CONDITIONS  SUBSEQUENT.  (a) Not later than the December
22,  2003,  Borrowers  shall cause the  following  conditions  subsequent  to be
satisfied:

                  (i)      the  Lender  shall  have  received  a "date  down and
                           modification"  endorsement  to each of the  mortgagee
                           title insurance  policies  (collectively,  the "TITLE
                           POLICIES")  issued for the benefit of the Lender with
                           respect  to the Cadiz  Deeds of  Trust,  and the CVDC
                           Deeds  of  Trust,  which  endorsements  shall  (i) be
                           issued by the Chicago Title Insurance Company for the
                           benefit of the Lender and its successors and assigns,
                           (ii)  insure  the  amendments  to the Cadiz  Deeds of
                           Trust  and the CVDC  Deeds of  Trust  required  to be
                           delivered pursuant to Section 5 of this Agreement and
                           the  continued  priority  of the Cadiz Deeds of Trust
                           and the CVDC Deeds of Trust  granted  to the  Lender,
                           (iii)  confirm  that all  real  property  taxes  with
                           respect to the property encumbered by the


                                       45
<PAGE>


                           Cadiz Deeds of Trust and the CVDC Deeds of Trust have
                           been paid  prior to the date of the  Title  Policies,
                           along with any fine, penalty,  interest,  late charge
                           or  similar  fine  or  penalty  with  respect  to the
                           payment of such taxes,  (iv) be otherwise in form and
                           substance  satisfactory  to the  Lender  in its  sole
                           discretion;

                  (ii)     all real property  taxes with respect to the property
                           encumbered  by the Cadiz  Deeds of Trust and the CVDC
                           Deeds of Trust  have been  paid  prior to the date of
                           the Title  Policies,  along  with any fine,  penalty,
                           interest, late charge or similar fine or penalty with
                           respect to the payment of such taxes, and

                  (iii)    the  delivery  to the  Administrative  Agent  (or its
                           counsel) by each  Borrower of any Uniform  Commercial
                           Code financing  statements  covering all the security
                           interests  created by or  pursuant  to the Pledge and
                           Security  Agreements  in the ING  Collateral  pledged
                           pursuant thereto, as executed by each Borrower to the
                           Lender,  along  with such  financing  statements,  or
                           other  statements or documents to the same  purposes,
                           within the time period required under Section 4.01(o)
                           hereof.

         (b)      Any failure to satisfy the conditions  subsequent set forth in
Section  4.02(a)(i)  and (ii) on or before  December 22, 2003,  or the condition
subsequent set forth in Section 4.02(a)(iii) by the date required therein, shall
constitute an Event of Default.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full, each Borrower covenants and agrees with the Lenders that:

         SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION.  The Borrower
will furnish to the Administrative Agent and each Lender:

         (a)      as applicable, within 15 days following Borrower's filing each
Annual Report on Form 10-K with the Commission, its audited consolidated balance
sheet and related statements of operations,  stockholders' equity and cash flows
as of the end of and for such year,  setting  forth in each case in  comparative
form  the  figures  for  the   previous   fiscal   year,   all  reported  on  by
PricewaterhouseCoopers LLP or other independent public accountants of recognized
national  standing to the effect  that such  consolidated  financial  statements
present fairly in all material  respects the financial  condition and results of
operations of the Borrower and its  consolidated  Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

         (b)      within 15 days  following  Borrower's  filing  each  Quarterly
Report on Form 10-Q with the  Commission,  its  consolidated  balance  sheet and
related statements of operations,  stockholders' equity and cash flows as of the
end of and for such fiscal  quarter and the then  elapsed  portion of the fiscal
year,  setting  forth  in each  case in  comparative  form the  figures  for the
corresponding period or periods of (or, in the case of


                                       46
<PAGE>


the balance sheet,  as of the end of) the previous fiscal year, all certified by
one of its Financial  Officers as presenting fairly in all material respects the
financial   condition  and  results  of  operations  of  the  Borrower  and  its
consolidated  Subsidiaries  on a  consolidated  basis in  accordance  with  GAAP
consistently  applied,  subject to normal  year-end  audit  adjustments  and the
absence of footnotes;

         (c)      concurrently  with any delivery of financial  statements under
Subsection  (a) or (b)  above,  a  certificate  of a  Financial  Officer  of the
Borrower (i)  certifying  as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, and (ii) stating whether any change in GAAP or in
the  application  thereof has occurred  since the date of the audited  financial
statements  referred to in Section  3.04 and,  if any such change has  occurred,
specifying  the effect of such change on the financial  statements  accompanying
such certificate;

         (d)      to the extent that the Cadiz Borrower or any Subsidiary either
is not subject to, or is not in compliance  with,  the  disclosure and reporting
requirements  with the Commission,  the items and information that would be have
been Disclosed Matters if Cadiz Borrower or any Subsidiary,  were subject to, or
in  compliance  with,  the  disclosure  and  reporting   requirements  with  the
Commission;

         (e)      promptly after the same become publicly  available,  copies of
all periodic and other reports,  proxy  statements and other  materials filed by
the  Borrower  or any  Subsidiary  with  the  Commission,  or  any  Governmental
Authority succeeding to any or all of the functions of said Commission,  or with
any  national  securities  exchange,  or  distributed  by  the  Borrower  to its
shareholders generally, as the case may be;

         (f)      as soon as  available,  but in any event no later than  thirty
(30) days prior to the end of each fiscal  quarter of Cadiz Borrower (or, in the
case of the first such  report,  within  thirty  (30) days of the  Restructuring
Effective Date), an operating budget for Cadiz Borrower and its Subsidiaries for
the  following  fiscal  quarter (on a monthly  basis),  in the form  customarily
prepared by  management  of Cadiz  Borrower  and  reasonably  acceptable  to the
Administrative  Agent (such  budget,  the  "APPROVED  BUDGET"),  together with a
projection  of the  outstanding  balance of each Loan for each such period and a
statement  of the  assumptions  upon  which  such  budget  was  prepared;  which
documents shall be complete and correct in all material  respects,  as certified
by an officer of Cadiz Borrower;

         (g)      as soon as  available,  but in any event no later than  thirty
(30)  days  after the end of each  calendar  quarter  commencing  with the first
calendar  quarter in 2004,  summary  financial  statements,  as  certified by an
officer of Cadiz  Borrower,  that  present  fairly,  and shall be  complete  and
correct,  in all  material  respects,  the  financial  position  and  results of
operations and cash flows of the Borrower and its  consolidated  Subsidiaries as
of such dates and for such periods,  which summary  financial  statements do not
need to be certified or prepared in accordance with GAAP; and


                                       47
<PAGE>


         (h)      promptly   following   any   request   therefor,   such  other
information  regarding the operations,  business affairs and financial condition
of the  Borrower  or any  Subsidiary,  or  compliance  with  the  terms  of this
Agreement, as the Administrative Agent or any Lender may reasonably request.

         SECTION 5.02.  NOTICES OF MATERIAL EVENTS. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

         (a)      the occurrence of any Default;

         (b)      the filing or commencement  of any action,  suit or proceeding
by or before any arbitrator or Governmental  Authority  against or affecting the
Borrower  or  any  Affiliate  thereof  that,  if  adversely  determined,   could
reasonably be expected to result in a Material Adverse Effect;

         (c)      the occurrence of any ERISA Event that, alone or together with
any other  ERISA  Events that have  occurred,  could  reasonably  be expected to
result in a Material Adverse Effect; and

         (d)      any other  development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each  notice  delivered  under  this  Section  5.02  shall be  accompanied  by a
statement  of a Financial  Officer or other  executive  officer of the  Borrower
setting forth the details of the event or development  requiring such notice and
any action taken or proposed to be taken with respect thereto.

         SECTION 5.03.  EXISTENCE;  CONDUCT OF BUSINESS.  The Borrower will, and
will  cause  each  of  its  Subsidiaries  (but  excluding   Borrower's  Inactive
Subsidiaries) to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights,  licenses,
permits,  privileges  and  franchises  material to the conduct of its  business;
PROVIDED  that the  foregoing  shall not  prohibit  any  merger,  consolidation,
liquidation or dissolution permitted under Section 6.03.

         SECTION 5.04. PAYMENT OF OBLIGATIONS. The Borrower will, and will cause
each of its  Subsidiaries  to, pay its  obligations,  including tax liabilities,
that,  if not paid,  could result in a Material  Adverse  Effect before the same
shall become  delinquent or in default,  except where (a) the validity or amount
thereof is being  contested in good faith by  appropriate  proceedings,  (b) the
Borrower or such  Subsidiary has set aside on its books  adequate  reserves with
respect  thereto in  accordance  with GAAP and (c) the  failure to make  payment
pending such contest  could not  reasonably  be expected to result in a Material
Adverse Effect.

         SECTION 5.05. MAINTENANCE OF PROPERTIES;  INSURANCE. The Borrower will,
and will cause each of its Participating  Subsidiaries to, (a) keep and maintain
all property  material to the conduct of its business in good working  order and
condition,  ordinary wear and tear excepted, and (b) maintain,  with financially
sound and reputable insurance  companies,  insurance in such amounts and against
such risks as are  customarily  maintained  by companies  engaged in the same or
similar businesses operating in the same or similar locations.  Further,  within
ten


                                       48
<PAGE>


(10) Business Days after the  Restructuring  Effective  Date, the Borrower shall
provide  evidence to the  Administrative  Agent of the insurance  required to be
carried pursuant to the foregoing sentence,  which evidence shall be in form and
substance satisfactory to, in form and substance satisfactory the Administrative
Agent.

         SECTION 5.06. BOOKS AND RECORDS;  INSPECTION RIGHTS. The Borrower will,
and will cause each of its  Subsidiaries  to,  keep  proper  books of record and
account in which full,  true and correct  entries are made of all  dealings  and
transactions in relation to its business and activities.  The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative  Agent or any Lender,  upon reasonable prior notice, to visit
and inspect its  properties,  to examine  and make  extracts  from its books and
records,  and to discuss its affairs,  finances and condition  with its officers
and  independent  accountants,  all at such  reasonable  times  and as  often as
reasonably requested.

         SECTION 5.07.  COMPLIANCE  WITH LAWS. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, except where the
failure to do so,  individually  or in the  aggregate,  could not  reasonably be
expected to result in a Material Adverse Effect.

         SECTION  5.08.  LOANS TO  AFFILIATES.  To the extent that the Borrowers
transfer  any  funds  to any of its  Affiliates,  such  transfer  must be a loan
evidenced  by a note and as  properly  authorized  unanimously  by the  Board of
Directors of the Cadiz  Borrower and the board of directors for such  Affiliate;
or, in the case of CRE, in  accordance  with the CRE LLC  Agreement,  which note
shall be pledged to the Administrative Agent and constitute ING Collateral.

         SECTION  5.09.  NEW  SUBSIDIARIES.  In the event that any Person  shall
become a  Participating  Subsidiary of Borrower after the date hereof,  Borrower
shall execute (or cause such other Participating Subsidiary as may be the direct
parent  company of the new  Participating  Subsidiary  to  execute) a Pledge and
Security Agreement, as the case may be, sufficient to subject all of the capital
stock of such new or additional  Participating  Subsidiary to a Lien in favor of
the Administrative  Agent, on behalf of the Lenders,  and any other documents as
the  Administrative  Agent may reasonably  request from time to time in order to
perfect  or  maintain  the  perfection  of  the  Administrative   Agent's  Liens
thereunder,   each  in  form  and  substance  reasonably   satisfactory  to  the
Administrative Agent.

         SECTION 5.10. ACQUISITIONS BY BORROWER. (a) In the event that after the
date of this Agreement the Borrower acquires ownership of any additional real or
personal property of any type or nature (including, but not limited to, notes or
other  obligations  from a Subsidiary  or Affiliate to  Borrower),  the Borrower
shall  promptly give written notice of such  acquisition  to the  Administrative
Agent,  and if requested  by the  Administrative  Agent at the  direction of the
Required  Lenders,  Borrower  shall  execute and  deliver  any and all  Security
Documents or collateral assignments,  security agreements,  mortgages,  deeds of
trust, pledge agreements,  financing statements, fixture filings, notice filings
or other documents as the Administrative  Agent may reasonably request from time
to time in order for the Administrative  Agent to acquire


                                       49
<PAGE>


a Lien on the  property so acquired by Borrower as  additional  security for the
obligations  under this  Agreement or to perfect or maintain the  perfection  of
such Lien.

         (b)      Notwithstanding paragraph (a) of this Section 5.10, so long as
no Event of Default is then in  existence,  Borrower  shall not be  required  to
deliver  to the  Administrative  Agent  any  Security  Documents  or  collateral
assignments,  security agreements, mortgages, deeds of trust, pledge agreements,
financing statements, fixture filings, notice filings or other documents for any
item of real or personal property acquired by Borrower on or after the March 25,
1997 if both (i) the  acquisition  cost of each  such  item of real or  personal
property  (including,  but not limited to,  Rolling Stock) is less than $250,000
and  (ii)  the  aggregate  acquisition  cost of (A) all  such  real or  personal
property  (including,  but not limited to,  Rolling  Stock) in which no Lien has
been granted in favor of the Administrative Agent pursuant to this paragraph (b)
of this Section  (collectively,  the "Excluded Items") plus (B) Rolling Stock in
existence  as of the March 25, 1997 is not more than  $2,000,000.  To the extent
that the aggregate  acquisition cost of (i) all Excluded Items plus (ii) Rolling
Stock in existence as of March 25, 1997 is more than  $2,000,000  (the "Excluded
Items/Rolling Stock Threshold"),  Borrower will, and will cause its Subsidiaries
to,  grant (and such Liens  shall be deemed  immediately  to have been  granted)
Liens on such assets to the extent in excess of the Excluded Items/Rolling Stock
Threshold in favor of the Administrative  Agent, for itself and on behalf of the
Lenders.

         SECTION 5.11.  ACQUISITIONS  WITH PROCEEDS OF LOANS.  In the event that
after the date of this Agreement,  a Subsidiary or Borrower's Affiliate acquires
real or personal  property of any type or nature,  Borrower  shall promptly give
written notice of such acquisition to the Administrative Agent, and if requested
by the Administrative  Agent at the direction of the Required Lenders,  Borrower
shall  cause such  Subsidiary  or  Borrower's  Affiliate  to execute and deliver
Security Documents or collateral  assignments,  security agreements,  mortgages,
deeds of trust, pledge agreements, financing statements, fixture filings, notice
filings or other documents the Administrative  Agent may reasonably request from
time to time in order  for the  Administrative  Agent to  acquire  a Lien on the
property so acquired by the  Subsidiary or Borrower's  Affiliate as the case may
be, as  additional  security  for the  obligations  under this  Agreement  or to
perfect or maintain the perfection of such Lien.

         SECTION  5.12.   CONVERSION   SHARES  FOR  REVOLVING  CREDIT  AGREEMENT
WARRANTS.  The Cadiz Borrower shall keep available for issuance upon exercise of
the Revolving Credit Agreement Warrants a sufficient quantity of Common Stock to
satisfy the exercise in full of the  Revolving  Credit  Agreement  Warrants from
time to time  outstanding.  The Cadiz  Borrower will comply in all respects with
its obligations under the Revolving Credit Agreement Warrants and shall take all
steps as shall be  necessary  to  insure  that the  Lenders  and any  subsequent
holders of the Revolving Credit  Agreement  Warrants receive all of the benefits
which they are intended to receive thereunder. All shares of Common Stock issued
pursuant to the exercise of the Revolving  Credit  Agreement  Warrants  shall be
duly authorized, validly issued, fully paid, non-assessable,  and free and clear
of all Liens and other encumbrances.

         SECTION  5.13.  CONVERSION  SHARES FOR CADIZ  SERIES F PREFERRED  STOCK
CERTIFICATE. On the date hereof, the Cadiz Borrower shall issue the Cadiz Series
F Preferred Stock Certificate and the Purchaser Certificate.  The Cadiz Series F
Preferred Stock  Certificate  shall be duly executed and registered in such name
as the Lenders shall have notified the


                                       50
<PAGE>


Borrower.  The Cadiz  Borrower  shall keep  available  for issuance a sufficient
quantity of Common Stock to satisfy,  at all times,  the exercise in full by any
Lender of Lenders' conversion rights for its Cadiz Series F Preferred Stock. All
shares of Common Stock  issued  pursuant to the  exercise of  conversion  rights
relating to the Cadiz Series F Preferred Stock shall be duly authorized, validly
issued,  fully paid,  non-assessable,  and free and clear of all Liens and other
encumbrances.  The  Borrower  will comply in all respects  with its  obligations
under the Cadiz Series F Preferred  Stock  Certificate  and the Preferred  Stock
Certificate  of  Designations  and shall take all steps as shall be necessary to
insure  that the  Lenders  and any  subsequent  holders  of the  Cadiz  Series F
Preferred Stock Certificate  receive all of the benefits which they are intended
to  receive  under  the  Cadiz  Series F  Preferred  Stock  Certificate  and the
Preferred Stock Certificate of Designations.

         SECTION 5.14.  EXPRESSIONS  OF INTEREST.  Each Borrower  shall promptly
provide the  Administrative  Agent with  written  notification  of any offers or
written indications of interest concerning or relating to the purchase, directly
or indirectly,  of any of the ING Collateral or any of Borrowers'  businesses as
soon as practicable with all relevant  information  concerning any such offer or
indication of interest.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         Until the  Commitments  have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full,
each  Borrower  covenants  and  agrees  with the  Lenders  that:  SECTION  6.01.
INDEBTEDNESS.  The  Borrower  will not,  and will not permit  any  Participating
Subsidiary  to, create,  incur,  assume or permit to exist any  Indebtedness  of
Borrower or the Participating Subsidiaries, except:

         (a)      Indebtedness created hereunder;

         (b)      Indebtedness  existing on  November  25, 1997 and set forth in
Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof;

         (c)      Indebtedness  of the  Borrower  to any  Subsidiary  and of any
Subsidiary to the Borrower or any other Subsidiary;

         (d)      Guarantees by the Borrower of  Indebtedness  of any Subsidiary
(or guarantees of Sun World  Indebtedness  in existence as of November 25, 1997)
and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;

         (e)      Indebtedness  of the  Borrower or any  Subsidiary  incurred to
finance the  acquisition,  construction or improvement of any assets,  including
Capital Lease  Obligations and any  Indebtedness  assumed in connection with the
acquisition  of any such assets or secured by a Lien on any such assets prior to
the acquisition thereof,  and


                                       51
<PAGE>


extensions,  renewals  and  replacements  of any such  Indebtedness  that do not
increase  the  outstanding  principal  amount  thereof;  PROVIDED  that (i) such
Indebtedness  is incurred  prior to or within 90 days after such  acquisition or
the  completion  of such  construction  or  improvement  and (ii) the  aggregate
principal  amount of  Indebtedness  permitted by this  Subsection  (e) shall not
exceed $135 million at any time outstanding;

         (f)      Indebtedness  of the Borrower or any  Subsidiary as an account
party in respect of trade letters of credit;

         (g)      intercompany  loans payable to the Borrower that evidences the
intercompany  transfer  of  the  proceeds  of the  Loans  to  affiliates  of the
Borrower,  PROVIDED,  HOWEVER, that any such intercompany loan is evidenced by a
note that is pledged by Borrower  to and for the  benefit of the  Administrative
Agent for account of the Lenders.

         SECTION  6.02.  LIENS.  The Borrower  will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter  acquired by it, or assign or sell any income or
revenues  (including  accounts  receivable) or rights in respect of any thereof,
except:

         (a)      Permitted Encumbrances;

         (b)      any  Lien on any  property  or asset  of the  Borrower  or any
Subsidiary  existing  on  November  25,  1997 and set  forth in  Schedule  6.02;
PROVIDED  that (i) such Lien shall not apply to any other  property  or asset of
the  Borrower  or any  Subsidiary  and (ii) such Lien  shall  secure  only those
obligations  which it secured on November 25, 1997 and extensions,  renewals and
replacements  thereof  that do not  increase the  outstanding  principal  amount
thereof;

         (c)      any  Lien  existing  on any  property  or  asset  prior to the
acquisition  thereof  by the  Borrower  or any  Subsidiary  or  existing  on any
property or asset of any Person that becomes a Subsidiary  after the date hereof
prior to the time such Person becomes a Subsidiary;  PROVIDED that (i) such Lien
is not created in  contemplation  of or in connection  with such  acquisition or
such Person becoming a Subsidiary,  as the case may be, (ii) such Lien shall not
apply to any other  property  or assets of the  Borrower or any  Subsidiary  and
(iii) such Lien shall secure only those obligations which it secures on the date
of such  acquisition or the date such Person  becomes a Subsidiary,  as the case
may be and extensions,  renewals and  replacements  thereof that do not increase
the outstanding principal amount thereof;

         (d)      Liens on  assets  acquired,  constructed  or  improved  by the
Borrower or any  Subsidiary;  PROVIDED that (i) such security  interests  secure
Indebtedness  permitted by Subsection  (e) of Section  6.01,  (ii) such security
interests and the  Indebtedness  secured thereby are incurred prior to or within
90 days  after  such  acquisition  or the  completion  of such  construction  or
improvement,  (iii) the Indebtedness  secured thereby does not exceed 90% of the
cost of acquiring,  constructing or improving such assets and (iv) such security


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<PAGE>


interests shall not apply to any other property or assets of the Borrower or any
Subsidiary;

         (e)      Liens on the Excluded Items or any portion thereof;

notwithstanding  the  foregoing,  the Borrower will not, and will not permit any
Subsidiary to, create,  incur,  assume or permit to exist any Lien on any Equity
Acquisition Asset now owned or hereafter acquired, or any proceeds thereof.

         SECTION 6.03.  FUNDAMENTAL  CHANGES.  (a) Except for the transfers from
the Cadiz  Borrower to the CRE  Borrower  being  effected  on the  Restructuring
Effective Date in accordance with the terms of this Agreement, the Borrower will
not, and will not permit any Subsidiary  to, merge into or consolidate  with any
other Person,  or permit any other Person to merge into or consolidate  with it,
or sell,  transfer,  lease or otherwise  dispose of (in one  transaction or in a
series  of  transactions)  any  substantial  part  of  its  assets,  or  all  or
substantially all of the stock of any of its Subsidiaries (in each case, whether
now owned or hereafter acquired),  or liquidate or dissolve,  except that, if at
the time thereof and  immediately  after giving effect  thereto no Default shall
have occurred and be  continuing  (i) any  Subsidiary/Person  may merge into the
Borrower in a transaction  in which the Borrower is the  surviving  corporation,
(ii) any  Subsidiary/Person  may merge into any  Subsidiary in a transaction  in
which the  surviving  entity is a  Subsidiary,  (iii) any  Subsidiary  may sell,
transfer, lease or otherwise dispose of its assets to the Borrower or to another
Subsidiary  and (iv) any  Subsidiary  may  liquidate or dissolve if the Borrower
determines in good faith that such  liquidation  or  dissolution  is in the best
interests of the Borrower and is not materially  disadvantageous to the Lenders;
PROVIDED  that any such merger  involving  a Person  that is not a wholly  owned
Subsidiary  immediately  prior to such merger shall not be permitted unless also
permitted by Section 6.04.

         (b)      The  Borrower  will  not,  and  will  not  permit  any  of its
Subsidiaries  to,  engage to any  material  extent in any  business  other  than
businesses  of the type  conducted by the Borrower and its  Subsidiaries  on the
date of execution of this Agreement and businesses reasonably related thereto.

         (c)      The  Borrowers  may not  change  any of  their  organizational
documents without the express written consent of the Administrative Agent;

         (d)      Unless an Inactive Subsidiary shall comply with each and every
obligation that Participating  Subsidiaries (either directly or indirectly) have
hereunder or under any of the Loan  Documents,  (a) the Borrower will not permit
such Inactive  Subsidiary  to engage in any business of any type or nature,  (b)
the  Borrower  will not permit  the  Inactive  Subsidiaries,  and will cause the
Inactive Subsidiaries to refrain from, obtaining any assets or properties of any
type or nature,  (c) the Borrower  will not permit any Inactive  Subsidiary  to,
create, incur, assume or permit to exist any Indebtedness,  and (d) the Borrower
will not permit any Inactive  Subsidiary to, create,  incur, assume or permit to
exist any Lien on any property or asset now owned or  hereafter  acquired by it,
or assign or sell any income or revenues.

         SECTION   6.04.   INVESTMENTS,    LOANS,   ADVANCES,   GUARANTEES   AND
ACQUISITIONS.  Except for the transfers  between the  Borrowers as  contemplated
under the Loan Documents and


                                       53
<PAGE>


the Term Loan Documents that are permitted under the formation documents for the
Borrowers,  the Borrower  will not, and will not permit any of its  Subsidiaries
to, purchase,  hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned  Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option,  warrant or
other  right to acquire  any of the  foregoing)  of, make or permit to exist any
loans or advances to,  Guarantee any  obligations of, or make or permit to exist
any  investment  or any other  interest  in, any other  Person,  or  purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

         (a)      Permitted Investments;

         (b)      investments by the Borrower existing on the date hereof in the
capital stock, other securities or equity interests of its Subsidiaries;

         (c)      loans or advances made by the Borrower to any  Subsidiary  and
made by any Subsidiary to the Borrower or any other Subsidiary;

         (d)      Guarantees  constituting  Indebtedness  permitted  by  Section
6.01; and

         (e)      assets  acquired by Borrower solely in exchange for the equity
interests of the Borrower.

         SECTION 6.05. HEDGING  AGREEMENTS.  The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement,  other than
Hedging  Agreements  entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

         SECTION 6.06. RESTRICTED PAYMENTS.  The Borrower will not, and will not
permit any of its  Subsidiaries  to,  declare or make,  or agree to pay or make,
directly or indirectly, any Restricted Payment.

         SECTION 6.07.  TRANSACTIONS  WITH AFFILIATES.  Except for the transfers
between the Borrowers as contemplated under the Loan Documents and the Term Loan
Documents  that are permitted  under the formation  documents for the Borrowers,
the  Borrower  will not, and will not permit any of its  Subsidiaries  to, sell,
lease or otherwise  transfer  any  property or assets to, or purchase,  lease or
otherwise  acquire any property or assets from, or otherwise engage in any other
transactions  with, any of its Affiliates,  except (a) in the ordinary course of
business  at  prices  and on terms  and  conditions  not less  favorable  to the
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties,  (b) transactions between or among the Borrower and its
Subsidiaries not involving any other Affiliate,  and (c) any Restricted  Payment
permitted by Section 6.06.

         SECTION  6.08.  RESTRICTIVE  AGREEMENTS.  Except  for the  transactions
between the Borrowers as contemplated under the Loan Documents and the Term Loan
Documents  that are permitted  under the formation  documents for the Borrowers,
the Borrower will not, and will not permit any of its  Subsidiaries to, directly
or  indirectly,  enter  into,  incur or permit to exist any  agreement  or other
arrangement  that  prohibits,  restricts or imposes any  condition  upon (a) the
ability


                                       54
<PAGE>


of the Borrower or any  Subsidiary to create,  incur or permit to exist any Lien
upon any of its property or assets,  or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Subsidiary; PROVIDED that
(i) the foregoing shall not apply to restrictions and conditions  imposed by law
or by this  Agreement or any other Loan Document,  (ii) the foregoing  shall not
apply to restrictions and conditions existing on November 25, 1997 identified on
Schedule  6.08 (but shall apply to any amendment or  modification  expanding the
scope of any such  restriction  or  condition),  (iii) except as may be required
pursuant to Section  5.10  hereof,  the  foregoing  shall not apply to customary
restrictions  and conditions  contained in agreements  relating to the sale of a
Subsidiary  pending such sale,  provided such  restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted  hereunder,
(iv) except as may be required  pursuant to Section 5.10 hereof,  Subsection (a)
of the foregoing shall not apply to  restrictions  or conditions  imposed by any
agreement relating to secured  Indebtedness  permitted by this Agreement if such
restrictions  or conditions  apply only to the property or assets  securing such
Indebtedness and (v) except as may be required  pursuant to Section 5.10 hereof,
Subsection  (a) of the  foregoing  shall not apply to  customary  provisions  in
leases and other contracts restricting the assignment thereof.

         SECTION 6.09. NO AMENDMENT TO CRE LLC AGREEMENT AND RELATED  DOCUMENTS.
Without the express written consent of the Administrative  Agent and the Lenders
The Borrowers  shall not agree to or acquiesce in any  modification or amendment
to the CRE LLC  Agreement  except as permitted in the CRE LLC  Agreement as such
CRE LLC Agreement is in effect on the Restructuring Effective Date.

SECTION 6.10.  LIMITATIONS ON MANAGEMENT  INCENTIVE  PLANS.  Unless ING's equity
interests are protected  from  dilution,  no management or employee stock option
plan of the Common Stock of Cadiz shall be put into place.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

         If any of the following events ("Events of Default") shall occur:

         (a)      Borrowers  shall fail to pay any principal of, or interest on,
any Loan or any fee or any other  amount  payable  under this  Agreement  or any
other Loan Document  when and as the same shall become due and payable,  whether
at the due date thereof or at a date fixed for prepayment thereof or otherwise;

         (b)      any  representation  or warranty  made or deemed made by or on
behalf of the either  Borrower or any  Subsidiary in or in connection  with this
Agreement or any other Loan Document or any amendment or modification  hereof or
waiver hereunder,  or in any report,  certificate,  financial statement or other
document furnished pursuant to or in connection with this Agreement or any other
Loan Document or any amendment or modification hereof or waiver hereunder, shall
prove to have been incorrect in any material respect when made or deemed made;


                                       55
<PAGE>


         (c)      either Borrower shall fail to observe or perform any covenant,
condition or agreement  contained in Sections  5.02 or 5.03 (with respect to the
Borrower's existence) or in Article VI; provided,  however, that with respect to
any such  default  of the Cadiz  Borrower,  such  default  could  reasonably  be
expected to result in a Material Adverse Effect;

         (d)      either Borrower shall fail to observe or perform any covenant,
condition or agreement  contained in this Agreement  (other than those specified
in clauses (a), (b) or (c) of this  Article),  and such failure  shall  continue
unremedied for a period of 30 days after notice thereof from the  Administrative
Agent to the Borrower (which notice will be given at the request of any Lender),
provided,  however, that with respect to any such default of the Cadiz Borrower,
such  default  could  reasonably  be  expected  to result in a Material  Adverse
Effect;

         (e)      either  Borrower  or any  Subsidiary  shall  fail to make  any
payment  (whether of principal or interest and  regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;
provided,  however, that with respect to any such default of the Cadiz Borrower,
such  default  could  reasonably  be  expected  to result in a Material  Adverse
Effect;

         (f)      any event or  condition  occurs that  results in any  Material
Indebtedness  becoming  due prior to its  scheduled  maturity or that enables or
permits  (with or without  the giving of notice,  the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity;  PROVIDED that this clause (f) shall not apply to secured Indebtedness
that becomes due as a result of the  voluntary  sale or transfer of the property
or assets securing such Indebtedness;  PROVIDED,  FURTHER,  that with respect to
any such  default  of the Cadiz  Borrower,  such  default  could  reasonably  be
expected to result in a Material Adverse Effect;

         (g)      an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation,  reorganization or other relief
in respect of the Borrower or any  Subsidiary or its debts,  or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy,  insolvency,
receivership  or similar law now or hereafter in effect or (ii) the  appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue  undismissed for 60
days or an order or decree  approving or ordering any of the foregoing  shall be
entered;

         (h)      either  Borrower  or  any  Subsidiary  shall  (i)  voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other  relief  under any Federal,  state or foreign  bankruptcy,  insolvency,
receivership  or similar law now or  hereafter  in effect,  (ii)  consent to the
institution  of, or fail to  contest  in a timely and  appropriate  manner,  any
proceeding or petition described in clause (g) of this Article,  (iii) apply for
or consent to the appointment of a receiver, trustee,  custodian,  sequestrator,

                                       56
<PAGE>


conservator  or similar  official  for the Borrower or any  Subsidiary  or for a
substantial  part of its  assets,  (iv) file an answer  admitting  the  material
allegations  of a petition filed against it in any such  proceeding,  (v) make a
general  assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

         (i)      either Borrower or any Subsidiary  shall become unable,  admit
in writing or fail generally to pay its debts as they become due;

         (j)      either  Borrower  shall be in material  breach of any of their
organizational documents,  bylaws, limited liability agreements,  certificate of
incorporation, as the case may be.

         (k)      one or more  judgments  for the  payment of money in excess of
insurance  coverage  in an  aggregate  amount  in excess  of  $500,000  shall be
rendered against the Borrowers,  any Participating Subsidiary or any combination
thereof and the same shall remain  undischarged  for a period of 30  consecutive
days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to attach or levy upon any assets of the
Borrowers  or  any  Participating  Subsidiary  to  enforce  any  such  judgment;
provided,  however, that with respect to any such default of the Cadiz Borrower,
such  default  could  reasonably  be  expected  to result in a Material  Adverse
Effect;

         (l)      an ERISA Event shall have occurred that, in the opinion of the
Required  Lenders,  when taken  together  with all other ERISA  Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;

         (m)      a Change in  Control  shall  occur  aftert  the  Restructuring
Effective Date;

         (n)      any of the Security Documents shall for any reason cease to be
a valid perfected  security interest in favor of the  Administrative  Agent, for
itself  and on behalf of the  Lenders,  in either  Borrower's  right,  title and
interest in and to the ING Collateral subject thereto (subject only to Permitted
Encumbrances), to the extent required by such Security Document, and in the case
of any Mortgage, such cessation continues unremedied for more than 10 days;

         (o)      an Event of Default that exists under the Term Loan Documents;

         (p)      an "Event of Default"  shall have  occurred and be  continuing
under any other Loan Document;

         (q)      the  failure  by  either  Borrower  to  obtain  the  financing
contemplated under the Approved Budgets; or

         (r)      the failure to satisfy the conditions  subsequent set forth in
Section 4.02;

then,  and in every  such  event  (other  than an event  with  respect to either
Borrower  described  in  clause  (g) or (h) of this  Article),  and at any  time
thereafter during the continuance of such event, the  Administrative  Agent may,
and at the request of the Required  Lenders  shall,  by notice to the Borrowers,


                                       57
<PAGE>


take either or both of the following  actions,  at the same or different  times:
(i) terminate the  Commitments,  and thereupon the  Commitments  shall terminate
immediately,  and (ii) declare the Loans then  outstanding to be due and payable
in whole (or in part,  in which case any principal not so declared to be due and
payable may  thereafter  be declared to be due and  payable),  and thereupon the
principal of the Loans so declared to be due and payable,  together with accrued
interest  thereon and all fees and other  obligations  of the Borrowers  accrued
hereunder,  shall  become  due and  payable  immediately,  without  presentment,
demand,  protest or other notice of any kind,  all of which are hereby waived by
the Borrowers;  and in case of any event with respect to the Borrowers described
in  clause  (g) or (h) of this  Article,  the  Commitments  shall  automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest  thereon and all fees and other  obligations  of the Borrowers  accrued
hereunder,  shall  automatically  become due and payable,  without  presentment,
demand,  protest or other notice of any kind,  all of which are hereby waived by
the Borrowers. In addition to any other remedies available to the Administrative
Agent and the Lenders  hereunder or at law or otherwise,  if an Event of Default
shall have occurred and so long as the same shall be continuing unremedied, then
and in every such case, the  Administrative  Agent and the Required  Lenders may
exercise  any or all of the  rights  and  powers  and  pursue any and all of the
remedies set forth in any Security Document in accordance with terms thereof.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

         SECTION 8.01. APPOINTMENT,  POWERS AND IMMUNITIES.  Each of the Lenders
hereby irrevocably appoints the Administrative Agent as its agent and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the  Administrative  Agent by the terms hereof and by
the  other  Loan  Documents,  together  with  such  actions  and  powers  as are
reasonably incidental thereto.

         SECTION 8.02.  ADMINISTRATIVE  AGENT IN ITS  INDIVIDUAL  CAPACITY.  The
Lender serving as the  Administrative  Agent  hereunder and under the other Loan
Documents  shall have the same rights and powers in its  capacity as a Lender as
any  other  Lender  and  may  exercise  the  same  as  though  it  were  not the
Administrative  Agent,  and such Lender and its Affiliates may lend money to and
generally engage in any kind of business with the Borrowers or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder. In
that regard, the terms "Lenders",  "Required Lenders", or any similar terms used
herein  shall,  unless the  context  clearly  otherwise  indicates,  include the
Administrative  Agent in its individual  capacity.  The Administrative Agent may
lend money to, and generally engage in any kind of financial, financial advisory
or other  business with the Borrowers or any Affiliate of the Borrowers as if it
were not performing the duties specified  herein,  and may accept fees and other
consideration  from the Borrowers for services in connection with this Agreement
and otherwise without having to account for the same to the Lenders.

         SECTION  8.03.   NATURE  OF  DUTIES  OF   ADMINISTRATIVE   AGENT.   The
Administrative  Agent  shall not have any  duties or  obligations  except  those
expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a


                                       58
<PAGE>


Default has occurred and is continuing,  (b) the Administrative  Agent shall not
have any duty to take any  discretionary  action or exercise  any  discretionary
powers,  except  discretionary  rights and powers expressly  contemplated hereby
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under  the  circumstances  as  provided  in  Section  9.02),  and (c)  except as
expressly  set forth herein or in any other Loan  Document,  the  Administrative
Agent  shall not have any duty to  disclose,  and  shall  not be liable  for the
failure to disclose,  any  information  relating to the  Borrowers or any of its
Subsidiaries  that is  communicated  to or  obtained  by the  Lender  serving as
Administrative   Agent  or  any  of  its   Affiliates  in  any   capacity.   The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary  under the  circumstances  as
provided  in  Section  9.02) or in the  absence of its own gross  negligence  or
willful  misconduct.  The  Administrative  Agent  shall  be  deemed  not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative  Agent by the Borrowers or a Lender, and the Administrative Agent
shall not be  responsible  for or have any duty to ascertain or inquire into (i)
any statement,  warranty or  representation  made in or in connection  with this
Agreement,  (ii) the  contents  of any  certificate,  report  or other  document
delivered  hereunder  or  in  connection  herewith,  (iii)  the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this  Agreement  or any other  agreement,  instrument  or  document,  or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm  receipt of items  expressly  required  to be  delivered  to the
Administrative Agent.

         SECTION  8.04.   CERTAIN  RIGHTS  OF   ADMINISTRATIVE   AGENT.  If  the
Administrative  Agent shall request  instructions from the Required Lenders with
respect to any act or action  (including the failure to act) in connection  with
this Agreement or any other Credit Document,  the Administrative  Agent shall be
entitled to refrain  from such act or taking  such  action  unless and until the
Administrative Agent shall have received instructions from the Required Lenders;
and the  Administrative  Agent shall not incur liability to any Person by reason
of so refraining.  Without  limiting the foregoing,  but subject to the terms of
Section 9.02 hereof, no Lender shall have any right of action whatsoever against
the  Administrative  Agent as a result  of the  Administrative  Agent  acting or
refraining  from acting  hereunder in accordance  with the  instructions  of the
Required Lenders.

         SECTION 8.05.  RELIANCE BY  ADMINISTRATIVE  AGENT.  The  Administrative
Agent  shall be  entitled to rely upon,  and shall not incur any  liability  for
relying upon, any notice, request, certificate,  consent, statement, instrument,
document or other  writing  believed by it to be genuine and to have been signed
or sent by the proper Person.  The  Administrative  Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper  Person,  and shall not incur any  liability  for  relying  thereon.  The
Administrative  Agent may consult with legal counsel (who may be counsel for the
Borrowers),  independent accountants and other experts selected by it, and shall
not be liable for any  action  taken or not taken by it in  accordance  with the
advice of any such counsel, accountants or experts. The Administrative Agent may
deem and  treat  the payee of any Note as the  owner  thereof  for all  purposes
hereof unless and until a written notice of the  assignment or transfer  thereof
shall have been filed with the  Administrative  Agent  pursuant to Section  9.04
below. Any request, authority


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<PAGE>


or consent of any Person who, at the time of making such  request or giving such
authority or consent,  is the holder of any Note shall be conclusive and binding
on any subsequent holder, transferee or assignee of such Note or any Note issued
in exchange therefor.

         SECTION 8.06. SUB-AGENTS.  The Administrative Agent may perform any and
all its duties and  exercise its rights and powers by or through any one or more
sub-agents  appointed by the Administrative  Agent. The Administrative Agent and
any such  sub-agent  may perform any and all its duties and  exercise its rights
and powers through their respective Related Parties. The exculpatory  provisions
of the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative  Agent and any such sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

         SECTION  8.07.  RESIGNATION  BY  ADMINISTRATIVE  AGENT.  Subject to the
appointment  and acceptance of a successor  Administrative  Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the
Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Borrowers,  to appoint a successor.  If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation,  then the retiring Administrative Agent may, on
behalf  of the  Lenders,  appoint a  successor  Administrative  Agent.  Upon the
acceptance of its appointment as Administrative  Agent hereunder by a successor,
such successor  shall succeed to and become vested with all the rights,  powers,
privileges  and duties of the  retiring  Administrative  Agent and the  retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder and under the other Loan Documents.  The fees payable by the Borrowers
to a successor  Administrative  Agent shall be the same as those  payable to its
predecessor  unless  otherwise  agreed between the Borrowers and such successor.
After the Administrative Agent's resignation  hereunder,  the provisions of this
Article  and  Section  9.03 shall  continue  in effect  for the  benefit of such
retiring  Administrative  Agent,  its  sub-agents and their  respective  Related
Parties in respect  of any  actions  taken or omitted to be taken by any of them
while it was acting as Administrative Agent.

         SECTION 8.08.  NON-RELIANCE ON ADMINISTRATIVE  AGENT AND OTHER LENDERS.
Each Lender  acknowledges  that it has,  independently and without reliance upon
the  Administrative  Agent or any other Lender and based on such  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the  Administrative  Agent or any
other Lender and based on such  documents and  information as it shall from time
to time deem  appropriate,  continue to make its own  decisions in taking or not
taking action under or based upon this Agreement,  any related  agreement or any
document furnished hereunder or thereunder.

         SECTION 8.09. SECURITY DOCUMENTS. (a) Each Lender hereby authorizes the
Administrative  Agent to enter into each of the Security  Documents  and to take
all actions  contemplated  thereby.  All rights and remedies  under the Security
Documents  may be exercised by the  Administrative  Agent for the benefit of the
Lenders and the other  beneficiaries  thereof upon the terms  thereof.  With the
consent of the Required Lenders, the Administrative Agent


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<PAGE>


may assign its rights and obligations as  Administrative  Agent under any of the
Security  Documents  to any  Affiliate  of the  Administrative  Agent,  and such
Affiliate   thereafter   shall  be  entitled  to  (i)  all  the  rights  of  the
Administrative  Agent under the applicable Security Document and (ii) all rights
hereunder of the  Administrative  Agent with respect to the applicable  Security
Document.

         (b)      In  each  circumstance  where,  under  any  provision  of  any
Security  Document,  the  Administrative  Agent shall have the right to grant or
withhold any consent,  exercise any remedy, make any determination or direct any
action  by  the  Administrative   Agent  under  such  Security   Document,   the
Administrative Agent shall act in respect of such consent, exercise of remedies,
determination  or  action,  as the case may be,  with the  consent of and at the
direction of the Required Lenders;  PROVIDED,  however,  that no such consent of
the  Required   Lenders   shall  be  required   with  respect  to  any  consent,
determination or other matter that is, in the  Administrative  Agent's judgment,
ministerial or administrative in nature. In each circumstance  where any consent
of or direction from the Required Lenders is required,  the Administrative Agent
shall  send to the  Lenders a written  notice  setting  forth a  description  in
reasonable  detail of the matter as to which  consent or  direction is requested
and the  Administrative  Agent's proposed course of action with respect thereto.
In the event the  Administrative  Agent shall not have  received a response from
any Lender within five (5) Business  Days after the giving of such notice,  such
Lender  shall be deemed to have  agreed to the course of action  proposed by the
Administrative Agent.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION  9.01.  NOTICES.  Except  in the  case  of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

         (a)      if to the Borrowers, to it at:

                           Cadiz Inc.
                           Attn:  Chief Financial Officer
                           777 S.  Figueroa Street
                           Suite 4250
                           Los Angeles, California 90017
                           Telephone No.:   213-271-1600
                           Facsimile No.:   213 271-1614


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<PAGE>


                  with a copy to:

                           Howard Unterberger, Esq.
                           Miller & Holguin
                           1801 Century Park East
                           Seventh Floor
                           Los Angeles, CA 90067
                           Telephone No.:   310-556-1990
                           Facsimile No.:   310-557-2205

         (b)      if to the Administrative Agent, to it at:

                           ING Capital, LLC
                           1325 Avenue of the Americas
                           New York, New York  10019
                           Attention:  Joan Chiappe, Vice President, Pam Kaye
                           and Annette Miller-Lewis and Norma Cruz
                           Reference:  Cadiz
                           Telephone No.:   646-424-6000
                           Facsimile No.:   646- 424 8260

                  with a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, New York 10038
                           Attention: Michael J. Edelman, Esq.
                           Telephone No.:   212-504-6000
                           Facsimile No.:   212-504-6666

         (c)      if to ING, as a Lender, to it at:

                           ING Capital, LLC
                           1325 Avenue of the Americas
                           New York, New York  10019
                           Attention:  Joan Chiappe, Vice President
                           Reference:  Cadiz
                           Telephone No.:   646-424-6000
                           Facsimile No.:   646- 424 8260


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<PAGE>


                  with a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, New York 10038
                           Attention: Michael J. Edelman, Esq.
                           Telephone No.:   212-504-6000
                           Facsimile No.:   212-504-6666

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this  Agreement  shall be deemed to have been  given on the date of  receipt.

         SECTION  9.02.  WAIVERS;  AMENDMENTS.  (a) No  failure  or delay by the
Administrative  Agent or any Lender in exercising  any right or power  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right or  power,  or any  abandonment  or  discontinuance  of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the  exercise  of any other  right or power.  The  rights  and  remedies  of the
Administrative  Agent  and the  Lenders  hereunder  are  cumulative  and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any  provision of this  Agreement or consent to any  departure by the  Borrowers
therefrom shall in any event be effective  unless the same shall be permitted by
paragraph  (b) of this  Section,  and  then  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be  construed  as  a  waiver  of  any   Default,   regardless   of  whether  the
Administrative  Agent or any  Lender may have had  notice or  knowledge  of such
Default at the time.

         (b)      Neither this Agreement nor any provision hereof may be waived,
amended or modified  except  pursuant to an agreement or  agreements  in writing
entered into by the Borrowers  and the Required  Lenders or by the Borrowers and
the Administrative Agent with the consent of the Required Lenders; PROVIDED that
no such  agreement  shall (i) increase the  Commitment of any Lender without the
written consent of such Lender,  (ii) reduce the principal amount of any Loan or
reduce  the rate of  interest  thereon,  or reduce any fees  payable  hereunder,
without the written consent of each Lender affected thereby,  (iii) postpone the
scheduled  date of payment of the  principal  amount of any Loan or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any  such  payment,  or  postpone  the  scheduled  date  of  expiration  of  any
Commitment,  without the written consent of each Lender affected  thereby,  (iv)
change Section  2.18(b) or (c) in a manner that would alter the pro rata sharing
of payments  required thereby,  without the written consent of each Lender,  (v)
change any of the provisions of this Section 9.02 or the definition of "Required
Lenders" or any other  provision  hereof  specifying the number or percentage of
Lenders  required  to waive,  amend or modify any rights  hereunder  or make any
determination  or grant any consent  hereunder,  without the written  consent of
each  Lender,  or  (vi)  release  any  security  interest  in any  material  ING
Collateral  for the  obligations  evidenced  by the Loan  Documents  (except  in
accordance with the Loan Documents)  without the written consent of each Lender;
PROVIDED FURTHER that no such


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<PAGE>


agreement  shall amend,  modify or otherwise  affect the rights or duties of the
Administrative  Agent  hereunder  without  the  prior  written  consent  of  the
Administrative Agent.

         SECTION 9.03.  EXPENSES;  INDEMNITY;  DAMAGE WAIVER.  (a)The  Borrowers
shall  pay  (i)  all   reasonable   out-of-pocket   expenses   incurred  by  the
Administrative Agent and its Affiliates,  including the reasonable fees, charges
and  disbursements of counsel for the  Administrative  Agent, in connection with
the syndication of the credit  facilities  provided for herein,  the preparation
and  administration  of this  Agreement  and the  other  Loan  Documents  or any
amendments,  modifications  or waivers of the provisions  hereof (whether or not
the transactions contemplated hereby or thereby shall be consummated),  (ii) all
reasonable  out-of-pocket  expenses incurred by the Administrative  Agent or any
Lender,  including the fees,  charges and  disbursements  of any counsel for the
Administrative  Agent or any  Lender,  in  connection  with the  enforcement  or
protection  of its rights in  connection  with this  Agreement or any other Loan
Document,  including its rights under this Section  9.03, or in connection  with
the Loans made hereunder,  including all such  out-of-pocket  expenses  incurred
during any workout, restructuring or negotiations in respect of such Loans.

         (b)      The  Borrowers   jointly  and  severally   agree  to  protect,
indemnify,  pay and save the  Administrative  Agent  and each  Lender,  and each
Related Party of any of the foregoing  Persons (each such Person being called an
"INDEMNITEE")  against,  and hold each  Indemnitee  harmless  from,  any and all
losses, claims, damages,  liabilities and related expenses,  including the fees,
charges and  disbursements  of any counsel  for any  Indemnitee,  incurred by or
asserted  against any  Indemnitee  arising out of, in  connection  with, or as a
result of (i) the  execution  or  delivery of this  Agreement  or any other Loan
Document or any agreement or instrument contemplated therein, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or the use of the proceeds  therefrom,  (iii) any actual or alleged  presence or
release of Hazardous  Materials on or from any property owned or operated by the
Borrowers or any of its Subsidiaries,  or any Environmental Liability related in
any way to the  Borrowers  or any of its  Subsidiaries,  or (iv) any  actual  or
prospective claim,  litigation,  investigation or proceeding  relating to any of
the  foregoing,  whether  based  on  contract,  tort  or any  other  theory  and
regardless  of whether any  Indemnitee  is a party  thereto;  PROVIDED that such
indemnity shall not, as to any Indemnitee,  be available to the extent that such
losses,  claims,  damages,  liabilities or related  expenses are determined by a
court of  competent  jurisdiction  by final and  nonappealable  judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee.


         (c)      To the  extent  that  the  Borrowers  fail to pay  any  amount
required to be paid by it to the Administrative Agent under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to the Administrative Agent
such  Lender's  Applicable  Percentage  (determined  as of  the  time  that  the
applicable  unreimbursed  expense or indemnity payment is sought) of such unpaid
amount;  provided that the  unreimbursed  expense or  indemnified  loss,  claim,
damage,  liability  or related  expense,  as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such.

         (d)      As an inducement for the  Independent  Member and  Independent
Manger  to  agree  to  serve  in such  capacities,  each of the  Borrowers,  the
Administrative Agent and the


                                       64
<PAGE>


Lenders have agreed to the provisions of this subsection, which provisions shall
be for the express benefit of the Independent Member and the Independent Manger.
The Borrowers hereby jointly and severally agree to protect,  indemnify, pay and
save the Independent Member and Independent Manger against, and hold each of the
Independent Member and the Independent Manger harmless from, any and all losses,
claims, damages,  liabilities and related expenses,  including the fees, charges
and disbursements of any counsel for the Independent  Member and the Independent
Manger  from  and  against  any  claims  and  demands  arising  from any acts or
omissions or alleged acts or omissions in connection with the affairs of CRE, to
the maximum extent permitted by applicable law  (collectively,  the "INDEPENDENT
CRE  INDEMNIFICATION").  Upon the terms and provisions of this  subsection,  the
Independent CRE  Indemnification  shall be treated as additional  Revolving Loan
Obligations  payable hereunder up to an amount not exceeding the Independent CRE
Limitation. For purposes of this subsection, the "INDEPENDENT CRE LIMITATION" is
defined as an amount not  exceeding the lesser of: (1) at any  applicable  time,
the amount by which the Independent CRE Indemnification has not been paid to the
Independent  Member or  Independent  Manger  under any  applicable  director and
officer insurance policy or similar insurance policy, regardless of whether such
insurance  policy has been  obtained,  or is for the benefit of, the  Borrowers,
their Affiliates,  the Independent Member and Independent Manager, or otherwise,
and (2) $500,000.  Up to the Independent CRE Limitation,  the Independent Member
and  Independent  Manager  shall  share  PARI  PASSU  with  the  rights  of  the
Administrative Agent and the Lenders in and to the Collateral and other security
interests granted to the Administrative Agent and the Lenders under the Security
Documents.  Each of the parties  hereto further agree that the  Independent  CRE
Indemnification is in addition to the other Revolving Loan Obligations and shall
not  reduce  any other  amounts  or  obligations  owed by the  Borrowers  to the
Administrative  Agent or the Lenders hereunder or under the other Loan Documents
are the right of the  Administrative  Agent, which shall remain protected by the
Collateral  and  Security  Interests  provided  by the  Security  Documents.  In
addition,  the rights provided to the Independent Member and Independent Manager
shall not affect any other rights to indemnification,  contribution or otherwise
applicable contract, equity or at law.

         (e)      To the extent permitted by applicable law, the Borrowers shall
not assert,  and hereby waives,  any claim against any Indemnitee or Independent
CRE Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive  damages (as opposed to direct or actual damages) arising out of, in
connection  with,  or as a  result  of,  this  Agreement  or  any  agreement  or
instrument  contemplated  hereby,  the Transactions,  any Loan or the use of the
proceeds thereof.

         (f)      All  amounts  due under  this  Section  9.03  shall be payable
promptly after written demand therefor.

         SECTION  9.04.  SUCCESSORS  AND  ASSIGNS.  (a) The  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective  successors and assigns permitted  hereby,  except that the
Borrowers may not assign or otherwise  transfer any of its rights or obligations
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment or transfer by the  Borrowers  without such consent shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors  and  assigns   permitted   hereby  and,  to  the  extent   expressly
contemplated hereby, the Related Parties of each of the Administrative Agent


                                       65
<PAGE>


and the  Lenders)  any legal or  equitable  right,  remedy or claim  under or by
reason of this Agreement.

         (b)      Any  Lender  may  assign  to one or  more  assignees  all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its Commitment and the Loans at the time owing to it);  PROVIDED that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrowers and the Administrative Agent must give their prior written
consent to such assignment  (which consent shall not be unreasonably  withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an  assignment  of the  entire  remaining  amount of the  assigning  Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such  assignment  (determined as of the date the Assignment and Acceptance  with
respect to such assignment is delivered to the  Administrative  Agent) shall not
be less than  $2,000,000  unless each of the  Borrowers  and the  Administrative
Agent  otherwise  consents,  (iii) each partial  assignment  shall be made as an
assignment  of a  proportionate  part of all the assigning  Lender's  rights and
obligations  under this  Agreement,  (iv) the parties to each  assignment  shall
execute and deliver to the  Administrative  Agent an Assignment and  Acceptance,
together with a processing and recordation fee of $1,000,  and (v) the assignee,
if it shall  not be a  Lender,  shall  deliver  to the  Administrative  Agent an
Administrative Questionnaire; PROVIDED further that any consent of the Borrowers
otherwise  required  under this  paragraph  shall not be required if an Event of
Default  under clause (h) or (i) of Article VII has occurred and is  continuing.
Subject to acceptance  and recording  thereof  pursuant to paragraph (d) of this
Section,  from and after the  Restructuring  Effective  Date  specified  in each
Assignment and Acceptance the assignee  thereunder  shall be a party hereto and,
to the extent of the interest  assigned by such Assignment and Acceptance,  have
the rights and obligations of a Lender under this  Agreement,  and the assigning
Lender  thereunder  shall,  to the  extent  of the  interest  assigned  by  such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance  covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall  continue to be entitled to the benefits of Sections
2.15,  2.17 and  9.03).  Any  assignment  or  transfer  by a Lender of rights or
obligations  under this Agreement that does not comply with this paragraph shall
be  treated  for  purposes  of this  Agreement  as a sale by  such  Lender  of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

         (c)      The Administrative  Agent, acting for this purpose as an agent
of the  Borrowers,  shall maintain at its offices in The City of New York a copy
of  each  Assignment  and  Acceptance  delivered  to it and a  register  for the
recordation  of the names and addresses of the Lenders,  and the  Commitment of,
and  principal  amount of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive,  and the  Borrowers,  the  Administrative  Agent and the Lenders may
treat each Person whose name is recorded in the  Register  pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary.  The Register  shall be available for  inspection by the
Borrowers  and any  Lender,  at any  reasonable  time and from time to time upon
reasonable prior notice.

         (d)      Upon its receipt of a duly completed Assignment and Acceptance
executed  by an  assigning  Lender and an  assignee,  the  assignee's  completed
Administrative


                                       66
<PAGE>


Questionnaire  (unless the assignee  shall already be a Lender  hereunder),  the
processing and  recordation fee referred to in paragraph (b) of this Section and
any  written  consent  to such  assignment  required  by  paragraph  (b) of this
Section,  the  Administrative  Agent shall accept such Assignment and Acceptance
and record the  information  contained  therein in the  Register.  No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

         (e)      Any Lender may,  without the consent of the  Borrowers  or the
Administrative  Agent,  sell  participations  to  one or  more  banks  or  other
financial  institutions (a  "Participant")  in all or a portion of such Lender's
rights and obligations  under this Agreement  (including all or a portion of its
Commitment  and the  Loans  owing  to  it);  PROVIDED  that  (i)  such  Lender's
obligations under this Agreement shall remain unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's rights and obligations  under this Agreement.  Any
agreement or  instrument  pursuant to which a Lender sells such a  participation
shall  provide  that such  Lender  shall  retain the sole right to enforce  this
Agreement and to approve any amendment,  modification or waiver of any provision
of this  Agreement;  PROVIDED that such agreement or instrument may provide that
such Lender  will not,  without  the  consent of the  Participant,  agree to any
amendment,  modification  or waiver  described  in the first  proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
the Borrowers agree that each  Participant  shall be entitled to the benefits of
Sections  2.15  and  2.17 to the  same  extent  as if it were a  Lender  and had
acquired its interest by  assignment  pursuant to paragraph (b) of this Section.
To the extent  permitted by law, each  Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender,  provided such  Participant
agrees to be subject to Section 2.18(c) as though it were a Lender.

         (f)      A  Participant  shall not be  entitled  to receive any greater
payment  under Section 2.15 or 2.17 than the  applicable  Lender would have been
entitled to receive with respect to the participation  sold to such Participant,
unless  the sale of the  participation  to such  Participant  is made  with each
Borrower's prior written  consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrowers are notified of the  participation  sold to such  Participant  and
such  Participant  agrees,  for the  benefit of the  Borrowers,  to comply  with
Section 2.17(e) as though it were a Lender.

         (g)      Any  Lender  may at any  time  pledge  or  assign  a  security
interest  in all or any  portion of its rights  under this  Agreement  to secure
obligations  of such  Lender,  including  any  pledge  or  assignment  to secure
obligations to a Federal  Reserve Bank, and this Section 9.04 shall not apply to
any such pledge or  assignment  of a security  interest;  PROVIDED  that no such
pledge or assignment of a security  interest  shall release a Lender from any of
its  obligations  hereunder or substitute  any such pledgee or assignee for such
Lender as a party hereto.

         SECTION 9.05. SURVIVAL. All covenants, agreements,  representations and
warranties  made  by the  Borrowers  herein  and in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its


                                       67
<PAGE>


behalf and notwithstanding  that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect  representation  or warranty
at the time any credit is extended  hereunder,  and shall continue in full force
and effect as long as the  principal  of or any accrued  interest on any Loan or
any fee or any other amount  payable  under this  Agreement is  outstanding  and
unpaid  and so long as the  Commitments  have not  expired  or  terminated.  The
provisions  of Sections  2.15,  2.17 and 9.03 and Article VIII shall survive and
remain  in  full  force  and  effect  regardless  of  the  consummation  of  the
transactions  contemplated hereby, the repayment of the Loans, the expiration of
the Commitments or the termination of this Agreement or any provision hereof.

         SECTION 9.06. COUNTERPARTS;  INTEGRATION; EFFECTIVENESS. This Agreement
may be executed in  counterparts  (and by different  parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate letter  agreements  with respect to fees payable to the  Administrative
Agent  constitute the entire contract among the parties  relating to the subject
matter hereof and supersede any and all previous  agreements and understandings,
oral or written,  relating to the subject matter  hereof.  Except as provided in
Section 4.01,  this  Agreement  shall become  effective  when it shall have been
executed by the  Administrative  Agent and when the  Administrative  Agent shall
have  received  counterparts  hereof  which,  when  taken  together,   bear  the
signatures of each of the other parties hereto,  and thereafter shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of this  Agreement  by  telecopy  shall be  effective  as delivery of a manually
executed counterpart of this Agreement.

         SECTION 9.07. SEVERABILITY.  Any provision of this Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

         SECTION  9.08.  RIGHT OF  SETOFF.  If an Event of  Default  shall  have
occurred and be  continuing,  each Lender and each of its  Affiliates  is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand, provisional or final) at any time held and other obligations at any time
owing by such  Lender or  Affiliate  to or for the credit or the  account of the
Borrowers  against  any of and  all  the  obligations  of the  Borrowers  now or
hereafter  existing under this Agreement  held by such Lender,  irrespective  of
whether or not such Lender shall have made any demand under this  Agreement  and
although such obligations may be unmatured. The rights of each Lender under this
Section  9.08 are in  addition to other  rights and  remedies  (including  other
rights of setoff) which such Lender may have.

         SECTION  9.09.  GOVERNING  LAW;  JURISDICTION;  CONSENT  TO  SERVICE OF
PROCESS.  (a) This Agreement  shall be construed in accordance with and governed
by the law of the State of California.

         (b)      Each Borrower hereby irrevocably and unconditionally  submits,
for itself and its property, to the nonexclusive jurisdiction of (i) the Supreme
Court of the State of New


                                       68
<PAGE>


York sitting in New York County,  (ii) the United States  District  Court of the
Southern  District of New York, (iii) any United States federal court sitting in
the Central  District  of  California,  or (iv) any other  court of  appropriate
jurisdiction sitting in the County of Los Angeles,  City of Los Angeles, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this  Agreement,  or for recognition or enforcement of any judgment,
and each of the parties hereto hereby  irrevocably  and  unconditionally  agrees
that all  claims in respect of any such  action or  proceeding  may be heard and
determined  in such New  York  State  or  California  Court  or,  to the  extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided  by law.  Nothing  in this  Agreement  shall  affect any right that the
Administrative  Agent or any  Lender may  otherwise  have to bring any action or
proceeding relating to this Agreement against each Borrower or its properties in
the courts of any jurisdiction.

         (c)      Each Borrower hereby irrevocably and  unconditionally  waives,
to the fullest extent it may legally and  effectively do so, any objection which
it may now or  hereafter  have to the  laying  of venue of any  suit,  action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably
waives,  to the fullest extent  permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         (d)      Each party to this Agreement  irrevocably  consents to service
of process in the manner  provided for notices in Section 9.01.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY  IN ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

         SECTION 9.11.  HEADINGS.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

         SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the  confidentiality  of the  Information (as defined
below),  except that Information may be disclosed (a) to its and its Affiliates'
directors,  officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such


                                       69
<PAGE>


Information and instructed to keep such  Information  confidential),  (b) to the
extent  requested by any  regulatory  authority,  (c) to the extent  required by
applicable laws or regulations or by any subpoena or similar legal process,  (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding  relating to this Agreement
or the enforcement of rights hereunder,  (f) subject to an agreement  containing
provisions  substantially the same as those of this Section,  to any assignee of
or Participant in, or any prospective  assignee of or Participant in, any of its
rights  or  obligations  under  this  Agreement,  (g)  with the  consent  of the
Borrowers or (h) to the extent such Information (i) becomes  publicly  available
other than as a result of a breach of this Section or (ii) becomes  available to
the Administrative Agent or any Lender on a nonconfidential  basis from a source
other than the  Borrowers;  PROVIDED,  HOWEVER,  that such  information,  to the
Administrative  Agent's or Lender's knowledge,  without any duty of inquiry, has
not been provided in violation of any  obligation  owed by the source thereof to
the  Borrowers.  For the  purposes  of this  Section,  "Information"  means  all
information  received  from  the  Borrowers  relating  to the  Borrowers  or its
business,   other  than  any  such   information   that  is   available  to  the
Administrative  Agent  or  any  Lender  on  a  nonconfidential  basis  prior  to
disclosure by the Borrowers;  PROVIDED that, in the case of information received
from the Borrowers after the date hereof, such information is clearly identified
at the time of delivery as  confidential.  Any Person  required to maintain  the
confidentiality  of  Information as provided in this Section shall be considered
to have complied  with its  obligation to do so if such Person has exercised the
same degree of care to maintain the  confidentiality of such Information as such
Person would accord to its own confidential information.

         SECTION 9.13.  FORECLOSURE OF CADIZ/SUN  WORLD LEASE.  If, in enforcing
remedies  hereunder,  the  Administrative  Agent or a Lender  forecloses  on the
property subject to that certain  Cadiz/Sun World Lease,  whether  judicially or
non-judicially,   or  obtains  title  to  such  property  by  deed  in  lieu  of
foreclosure,  by purchase, or otherwise, then (a) so long as Sun World is not in
default under the Cadiz/Sun World Lease: (i) Sun World and the Sun World Trustee
under the Sun  World  Indenture  shall be named or  joined  in any  foreclosure,
trustee's  sale or  other  proceeding  only if  required  by law;  and  (ii) the
enforcement  of any remedies  hereunder  that effects a transfer of title to the
property  subject to the Cadiz/Sun World Lease shall not terminate the Cadiz/Sun
World  Lease nor  terminate  nor  affect in any manner the lien of the Sun World
Trustee thereon, nor disturb Sun World in the possession and use of the property
subject thereto.

         SECTION  9.14.  WAIVER OF  ANTI-DEFICIENCY  PROTECTION.  Each  Borrower
hereby waives, as to this Agreement and any and all Loan Documents heretofore or
hereafter  executed in connection with the Transactions any defense,  protection
or right under:

         (a)      California  Code of Civil  Procedure  ("CCP")  Section  580(d)
                  concerning the bar against rendition of a deficiency  judgment
                  after foreclosure under a power of sale;

         (b)      CCP  Section  580(a)  purporting  to  limit  the  amount  of a
                  deficiency  judgment which may be obtained  following exercise
                  of a power of sale under a deed of trust; and


                                       70
<PAGE>


         (c)      CCP Section 726 concerning exhaustion of collateral,  the form
                  of  foreclosure  proceedings  with  respect  to real  property
                  security  located in  California  and  otherwise  limiting the
                  amount  of  a  deficiency  judgment  which  may  be  recovered
                  following  completion of judicial  foreclosure by reference to
                  the "fair value" of the foreclosed collateral.

         SECTION 9.15. COSTS BORNE BY NON-PREVAILING  PARTY. In the event of any
dispute  with  respect  to  this  Agreement  or any  other  Loan  Document,  the
prevailing party shall be entitled to recover from the non-prevailing  party all
costs and attorneys' fees.

         SECTION 9.16. INTEREST RATE LIMITATION. Notwithstanding anything herein
to the  contrary,  if at any time the  interest  rate  applicable  to any  Loan,
together with all fees,  charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted  for,  charged,
taken,  received or reserved by the Lender holding such Loan in accordance  with
applicable law, the rate of interest  payable in respect of such Loan hereunder,
together with all Charges  payable in respect  thereof,  shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been  payable in  respect  of such Loan but were not  payable as a result of the
operation  of this  Section  shall be  cumulated  and the  interest  and Charges
payable to such Lender in respect of other Loans or periods  shall be  increased
(but not above the Maximum Rate therefor) until such cumulated amount,  together
with  interest  thereon  at the  Federal  Funds  Effective  Rate to the  date of
repayment, shall have been received by such Lender.

         SECTION  9.17.  STATUS OF ING. ING hereby  represents  to the Borrowers
that it is not a Foreign Lender.

         SECTION 9.18.  GENERAL  RELEASE.  In  consideration  of the amendments,
waivers,  consents, and the other terms and provisions of this Agreement and the
other  Loan  Documents,   each  Borrower,  on  behalf  of  itself,  its  agents,
successors, assigns, subsidiaries,  partners and Affiliates hereby fully release
and forever  discharge the  Administrative  Agent, the Lenders and each of their
agents,  consultants,   heirs,  successors,   assigns,  Affiliates,   directors,
officers, employees, shareholders, executives, servants, attorneys, accountants,
representatives and other related persons (collectively, the "Released Parties")
from any and all rights,  claims,  demands,  actions,  causes of action,  costs,
losses, suits, liens, debts, damages, judgments, executions and demands of every
nature, kind and description whatsoever, whether now known or unknown, either at
law, in equity or otherwise,  which  Borrower or any of its agents,  successors,
assigns,  subsidiaries,  partners and/or Affiliates ever had or may have against
the Administrative Agent, the Lenders or the other Released Parties,  including,
without  limitation,  all claims  arising under or in  connection  with the Loan
Documents,  and/or in connection with the dealings between the parties up to and
including the closing of the transactions contemplated in this Agreement and all
claims which have arisen or may arise in any other way whatsoever; provided that
nothing herein shall be deemed to release the Administrative  Agent, the Lenders
or any other  Released  Party  from any  liability  or  obligations  arising  in
connection with facts or  circumstances  which occur or arise for the first time
after the Restructuring Effective Date.


                                       71
<PAGE>


It is further  understood and agreed that the foregoing  general release extends
to all  claims  of  every  kind  and  nature  whatsoever,  known,  suspected  or
unsuspected, liquidated or contingent, foreseen or unforeseen, and each Borrower
and its agents,  successors,  assigns,  subsidiaries,  partners  and  Affiliates
hereby waive all rights under Section 1542 of the California Civil Code. Section
1542 of the California Civil Code provides as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING  THE  RELEASE,  WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR."


                                       72
<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed by their respective  authorized officers as of the
day and year first above written.


                                    CADIZ INC., a  Borrower



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


                                    CADIZ REAL ESTATE LLC, a  Borrower



                                    By: /s/ Richard E. Stoddard
                                        ----------------------------
                                    Name:  Richard E. Stoddard
                                    Title: Manager






                                    By: /s/ Geoffrey W. Arens
                                        ----------------------------
                                    Name: Geoffrey W. Arens
                                    Title:


                                       73
<PAGE>


                                                                   SCHEDULE 2.01

                                   COMMITMENTS


1.       Lender:                    ING Capital, LLC
                                    135 E. 57th Street
                                    New York, NY 10022-2101
                                    Attention:  Joan Chiappe, Vice President
                                    Telephone No.: 212-409-1742
                                    Facsimile No.:  212-371-9295

                                    Tranche A Commitment:       $15,000,000.00

                                    Tranche B Commitment:       $10,000,000.00


                                   Sch. 2.01-1
<PAGE>


                                                                   SCHEDULE 3.06

                              LITIGATION DISCLOSURE


                                      NONE


                                   Sch. 3.06-1
<PAGE>


                                                                   SCHEDULE 3.13

                      BORROWER'S PARTICIPATING SUBSIDIARIES

CRE


                                   Sch. 3.13-1
<PAGE>


                                                                   SCHEDULE 3.14

                        BORROWER'S INACTIVE SUBSIDIARIES

Rancho Cadiz Mutual Water Company, a California mutual water company.


                                   Sch. 3.14-1
<PAGE>


                                                                   SCHEDULE 6.01

                     SCHEDULE OF INDEBTEDNESS FOR BORROWER,
                           PARTICIPATING SUBSIDIARIES

The "Term Loan", as defined in the Pledge and Security Agreement;  the Sun World
Indenture, the Sun World Settlement.


                                   Sch. 6.01-1
<PAGE>


                                                                   SCHEDULE 6.02

                        SCHEDULE OF LIENS ON PROPERTY OF
                          BORROWER AND/OR SUBSIDIARIES

Liens  granted  to secure the "Term  Obligations",  as defined in the Pledge and
Security Agreement.

Liens  described in Title  Policy No.  7222428  (the "Title  Policy")  issued by
Chicago Title Insurance Company,  insuring priority in the Mortgage, and showing
Cadiz as owner in fee simple absolute and ING as insured.

Liens on Rolling Stock existing as of the Restructuring Effective Date.

Lien on  telephone  system at San  Bernardino,  CA office by Mellon First United
Leasing (monthly payment $164.00).

Lien on Mita  DC-6590  copier  at Santa  Monica,  CA  office  by Mita  Financial
Services (monthly payment $580.00).

Lien on Minolta EP 3050 copier at Santa Monica, CA office by GE Capital (monthly
payment $254.08).

Lien on Mita 4086 copier at San Bernardino,  CA office by Capelco Capital,  Inc.
(monthly payment $240.00).


                                   Sch. 6.02-1
<PAGE>


                                                                   SCHEDULE 6.08

                 SCHEDULE OF RESTRICTIVE AGREEMENTS OF BORROWER
             AND/OR SUBSIDIARIES (EXCLUDING THE SUN WORLD ENTITIES)

Restrictions and  conditions  arising  under and  pursuant to the Term Loan,  as
         defined in the Pledge and Security Agreement.

Restrictions  and  conditions  arising  under  and  pursuant  to the  Sun  World
Documents.


                                   Sch. 6.08-1
<PAGE>


                                                                       EXHIBIT A

                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                  Reference  is made to the Sixth  Amended and  Restated  Credit
Agreement  dated as of  December  15, 2003 (as amended and in effect on the date
hereof,  the "Credit  Agreement"),  among Cadiz Inc., Cadiz Real Estate LLC, the
Lenders  named  therein and ING Capital,  LLC, as  Administrative  Agent for the
Lenders.  Terms  defined in the Credit  Agreement  are used herein with the same
meanings.

                  The  Assignor  named on the reverse  hereof  hereby  sells and
assigns,  without recourse, to the Assignee named on the reverse hereof, and the
Assignee  hereby  purchases and assumes,  without  recourse,  from the Assignor,
effective  as of the  Assignment  Date set  forth  on the  reverse  hereof,  the
interests  set forth on the reverse  hereof  (the  "Assigned  Interest")  in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation,  the interests set forth herein in the Commitment of the Assignor on
the Assignment Date and Loans owing to the Assignor which are outstanding on the
Assignment  Date,  held by the Assignor on the  Assignment  Date,  but excluding
accrued  interest and fees to and excluding the  Assignment  Date.  The Assignee
hereby  acknowledges  receipt of a copy of the Credit Agreement.  From and after
the  Assignment  Date (i) the  Assignee  shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned  Interest,
have the rights and  obligations  of a Lender  thereunder  and (ii) the Assignor
shall,  to the extent of the  Assigned  Interest,  relinquish  its rights and be
released from its obligations under the Credit Agreement.

                  This  Assignment  and  Acceptance  is being  delivered  to the
Administrative  Agent together with (i) if the Assignee is a Foreign Lender, any
documentation  required  to be  delivered  by the  Assignee  pursuant to Section
2.17(e) of the Credit  Agreement,  duly  completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement,  an
Administrative  Questionnaire in the form supplied by the Administrative  Agent,
duly  completed  by the  Assignee.  The  [Assignee/Assignor]  shall  pay the fee
payable to the  Administrative  Agent pursuant to Section  9.04(b) of the Credit
Agreement.

                  This  Assignment  and  Acceptance  shall  be  governed  by and
construed in accordance with the laws of the State of California.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:


                                    Exh. A-1
<PAGE>


Restructuring Effective Date of Assignment
("ASSIGNMENT DATE")1:
  ---------------

                                                        Percentage Assigned of
                                                        Commitment (set forth,
                                                        to at least 8 decimals,
                                                        as a percentage of the
                                                         Commitments of all
Facility                  Principal Amount Assigned      Lenders thereunder)
----------------------    -------------------------     -----------------------
Commitment Assigned:
----------------------    -------------------------     -----------------------

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

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


The terms set forth above and on the reverse side hereof are hereby agreed to:

(a)      [NAME OF ASSIGNOR]      , as Assignor

                  (1)      By: ----------------------------
                                    Name:
                                    Title:

(b)      [NAME OF ASSIGNEE]     , as Assignee

                  (1)      By: ----------------------------
                                    Name:
                                    Title:


----------
     1/ Must be at least  five  Business  Days  after  execution  hereof  by all
required parties.


                                    Exh. A-2
<PAGE>



The undersigned hereby consent to the within assignment:2

(c)  CADIZ INC.,                        (d) ING Capital, LLC, as Administrative
                                            Agent a Borrower

(1)  By:                                (2) By:
         --------------------------             --------------------------
         Name:                                  Name:
         Title:                                 Title:

(e)  Cadiz Real Estate LLC,             (f) a Borrower

(1)  By:                                (2) By:
         --------------------------             --------------------------
         Name:                                  Name:
         Title:                                 Title:


----------
     2/ Consents to be included to the extent required by Section 9.04(b) of the
Credit Agreement.


                                    Exh. A-3




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exhibit10-11.txt
<TEXT>
                                                                   EXHIBIT 10.11







                        SIXTH GLOBAL AMENDMENT AGREEMENT

                          DATED AS OF DECEMBER 15, 2003

                                     BETWEEN




                                   CADIZ INC.
                                       AND
                              CADIZ REAL ESTATE LLC

                                  AS BORROWERS,




                                       AND

                                ING CAPITAL, LLC

                                    AS LENDER


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

R E C I T A L S................................................................1


SECTION 1.    Definitions......................................................6


SECTION 2.    Certain Acknowledgements........................................17


SECTION 3.    No Satisfaction.................................................17


SECTION 4.    Representations and Warranties; Undertakings....................18


SECTION 5.    Conditions Precedent............................................18


SECTION 6.    Covenants.......................................................25


SECTION 7.    Amendments......................................................26


SECTION 8.    Registration and Investor Rights................................38


SECTION 9.    General Release.................................................39


SECTION 10.   Waiver of Anti-Deficiency Protection............................39


SECTION 11.   Advice of Counsel...............................................40


SECTION 12.   Notices.........................................................40


SECTION 13.   Credit Documents Remain Binding Except as
                Expressly Amended or Modified by Sixth
                Global Agreement Documents....................................42


SECTION 14.   Governing Law; Dispute Resolution...............................42


SECTION 15.   Method of Payments..............................................43


SECTION 16.   Miscellaneous...................................................43


SCHEDULE A:   WIRE INSTRUCTIONS FOR ING AS THE LENDER..........................2
----------


SCHEDULE B:   LENDER'S LOANS...................................................3
----------


                                       2
<PAGE>


                        SIXTH GLOBAL AMENDMENT AGREEMENT

         SIXTH GLOBAL  AMENDMENT  AGREEMENT,  DATED AS OF DECEMBER 15, 2003 (THE
"AGREEMENT"  OR THE "SIXTH  GLOBAL  AMENDMENT  AGREEMENT"),  BETWEEN  Cadiz Inc.
(f/k/a Cadiz Land Company,  Inc.) and Cadiz Real Estate LLC, as  borrowers,  the
LENDERS party hereto,  and ING CAPITAL LLC (f/k/a ING Baring (U.S.)  Capital LLC
and ING Baring (U.S.) Capital Corporation).

                                 R E C I T A L S

         A.       This  Agreement  refers to: (i) that  certain  Loan  Agreement
dated as of March 15,  1995 among Cadiz and its then  wholly  owned  subsidiary,
Cadiz Valley Development Corporation ("CVDC"), as borrowers,  and Lender, as the
assignee of Henry Ansbacher & Co. Limited ("ANSBACHER"),  as lender (as amended,
modified,  or  supplemented  from time to time, the "1995 LOAN  AGREEMENT",  and
together with all other documents  executed in connection  therewith or relating
thereto and schedules and exhibits thereto,  including the 1995 Note referred to
below, the "1995 CREDIT DOCUMENTS"); (ii) that certain Third Agreement to Modify
Loans  dated as of January  11, 1994 among  Cadiz and CVDC,  as  borrowers,  and
Lender, as lender (as amended,  modified, or supplemented from time to time, the
"1994  LOAN  AGREEMENT",  and  together  with all other  documents  executed  in
connection  therewith or relating  thereto and schedules  and exhibits  thereto,
including  the CVDC  Note,  the  Cadiz  Note,  and the  Reimbursement  Agreement
referred to below,  the "1994 CREDIT  DOCUMENTS");  (iii) that certain letter of
consent dated September 13, 1996 from Cadiz and CVDC and acknowledged and agreed
to by Lender (the  "CONSENT  LETTER"),  (iv) that  certain  Ring  Financing  and
Supplemental and Confirmatory Agreement Relating to Event of Default dated as of
September   13,  1996  among  the   borrowers  and  Lender  (the  "RING  FENCING
AGREEMENT"),  (v) that certain Global Amendment  Agreement dated as of March 31,
1997  between  Cadiz and CVDC,  as  borrowers,  and ING, as lender (as  amended,
modified,  or  supplemented  from  time to time,  the  "FIRST  GLOBAL  AMENDMENT
AGREEMENT",  and  together  with all  other  documents  executed  in  connection
therewith or relating thereto and the schedules and exhibits thereto,  including
the First Global  Amendment  Agreement  Documents as defined in the First Global
Amendment Agreement, the "FIRST GLOBAL AGREEMENT DOCUMENTS"),  (vi) that certain
Second Global  Amendment  Agreement dated as of April 30, 1999 between Cadiz, as
borrower, and ING, as Lender (as amended,  modified or supplemented from time to
time,  the "SECOND  GLOBAL  AMENDMENT  AGREEMENT",  and together  with all other
documents executed in connection therewith or relating thereto and the schedules
and exhibits thereto, including the Second Global Agreement Documents as defined
in  the  Second  Global  Amendment  Agreement,   the  "SECOND  GLOBAL  AGREEMENT
DOCUMENTS"),  (vii) that certain Third Global  Amendment  Agreement  dated as of
December 22, 1999 between  Cadiz,  as borrower,  and ING, as Lender (as amended,
modified  or  supplemented  from  time to  time,  the  "THIRD  GLOBAL  AMENDMENT
AGREEMENT",  and  together  with all  other  documents  executed  in  connection
therewith or relating thereto and the schedules and exhibits thereto,  including
the Third Global  Agreement  Documents as defined in the Third Global  Amendment
Agreement,  the "THIRD GLOBAL AGREEMENT DOCUMENTS"),  (viii) that certain Fourth
Global  Amendment  Agreement  dated as of December  22, 2000 between  Cadiz,  as
borrower, and ING, as Lender (as amended,  modified or supplemented from time to
time, including that certain First Amendment to Fourth Global Agreement dated as
of October 22, 2001, the "FOURTH GLOBAL AMENDMENT Agreement",


<PAGE>


and  together  with all other  documents  executed in  connection  therewith  or
relating  thereto and the schedules and exhibits  thereto,  including the Fourth
Global Agreement Documents as defined in the Fourth Global Amendment  Agreement,
the "FOURTH  GLOBAL  AGREEMENT  DOCUMENTS"),  and (ix) that certain Fifth Global
Amendment Agreement dated as of January 31, 2002 between Cadiz, as borrower, and
ING, as Lender (as  amended,  modified or  supplemented  from time to time,  the
"FIFTH  GLOBAL  AMENDMENT  AGREEMENT",  and  together  with all other  documents
executed in  connection  therewith  or relating  thereto and the  schedules  and
exhibits thereto,  including the Fifth Global Agreement  Documents as defined in
the Fifth Global Amendment  Agreement,  the "FIFTH GLOBAL AGREEMENT  DOCUMENTS",
and along with the 1994 Credit Documents, the 1995 Credit Documents, the Consent
Letter,  the First  Global  Agreement  Documents,  the Second  Global  Agreement
Documents,  the Third Global  Agreement  Documents,  the Fourth Global Agreement
Documents,  the Fifth Global Agreement  Documents and the Sixth Global Agreement
Documents (as defined herein), each as amended and in effect, collectively,  the
"CREDIT  DOCUMENTS").  Capitalized  terms used herein and not otherwise  defined
shall have the meanings set forth in the Fifth Global Amendment Agreement.

         B.       Pursuant  to  the  terms  and  conditions  of  the  1994  Loan
Agreement,  CVDC has heretofore  executed that certain  Secured  Promissory Note
dated  January 11,  1994,  in favor of Lender in the original  principal  sum of
$2,546,783.06  (as amended  and  restated  and in effect from time to time,  the
"CVDC  NOTE").  The CVDC  Note is  secured  by  (collectively,  the  "CVDC  LOAN
SECURITY"),  INTER ALIA,  (i) that certain  First Deed of Trust,  Assignment  of
Rents,  Security Agreement and Fixture Filing dated January 11, 1994 (as amended
from time to time, the "FIRST CVDC DEED OF TRUST"), executed by CVDC in favor of
Lender which was recorded on May 23, 1994,  as  Instrument  No.  94233573 in the
Official Records of San Bernardino  County  California (the "OFFICIAL  RECORDS")
and which encumbers the real property (the "CVDC LAND") described in Exhibit "A"
attached to the 1995 Loan Agreement and  incorporated  herein by this reference;
and (ii) that certain  First  Assignment,  Pledge and Security  Agreement  dated
January 11, 1994, executed by CVDC in favor of Lender (collectively,  the "FIRST
CVDC SECURITY  AGREEMENT").  CVDC's obligations under the loan (the "CVDC LOAN")
evidenced by the CVDC Note have been guarantied pursuant to that certain Amended
and Restated  Guarantee  dated January 11, 1994 (the  "GUARANTEE"),  executed by
Cadiz (in such capacity,  the "GUARANTOR") in favor of Lender.  The Guarantee is
secured,  INTER ALIA,  by (x) that certain  Second Deed of Trust,  Assignment of
Rents, Security Agreement and Fixture Filing (Homer/Piute/Hammack) dated January
11,  1994 (as  amended  from time to time,  the "CADIZ  SECOND  DEED OF TRUST"),
executed by Cadiz in favor of Lender which was recorded on February 11, 1994, as
Instrument  No.  94058717 in the Official  Records and which  encumbers the real
property  (the "CADIZ  PROPERTY")  described in Exhibit "B" attached to the 1995
Loan Agreement and incorporated  herein by this reference;  and (y) that certain
First  Assignment,  Pledge and Security  Agreement  dated  January 11, 1994 (the
"CADIZ FIRST ASSIGNMENT"), executed by Cadiz in favor of Lender.

         C.       Also  pursuant  to the terms and  provisions  of the 1994 Loan
Agreement,  Cadiz has heretofore  executed that certain Secured  Promissory Note
dated January 11, 1994 (as amended and restated and in effect from time to time,
the  "CADIZ  NOTE"),  in favor of Lender  in the  original  principal  amount of
$2,397,424.08.  The loan evidenced by the Cadiz Note is sometimes referred to in
this Agreement as the "CADIZ LOAN." The Cadiz Note is secured by  (collectively,
the


                                       2
<PAGE>


"CADIZ LOAN  SECURITY"),  among other  things,  (i) that  certain  First Deed of
Trust,   Assignment   of  Rents,   Security   Agreement   and   Fixture   Filing
(Homer/Piute/Hammack)  dated January 11, 1994 (as amended from time to time, the
"CADIZ  FIRST DEED OF TRUST"),  executed  by Cadiz in favor of Lender  which was
recorded on February  11,  1994,  as  Instrument  No.  94058716 in the  Official
Records and which encumbers the Cadiz Property; (ii) that certain Second Deed of
Trust,  Assignment of Rents,  Security Agreement and Fixture Filing (CVDC) dated
January  11,  1994 (as  amended  from  time to time,  the  "SECOND  CVDC DEED OF
TRUST"), executed by CVDC in favor of Lender which was recorded on May 23, 1994,
as Instrument No. 94233574 in the Official  Records and which encumbers the CVDC
Land; (iii) that certain Second Assignment,  Pledge and Security Agreement dated
January  11,  1994,  executed  by Cadiz in favor of Lender  (the  "CADIZ  SECOND
ASSIGNMENT");  and (iv) that  certain  Second  Assignment,  Pledge and  Security
Agreement  dated  January  11,  1994 (the  "SECOND  CVDC  SECURITY  AGREEMENT"),
executed by CVDC in favor of Lender.

         D.       Pursuant  to the  terms of the  1994  Loan  Agreement,  Lender
issued a letter of credit  (the  "LETTER OF  Credit")  in favor of  Cooperatieve
Centrale  Raiffeisen-Boerenleenbank  B.A., "Rabobank Nederland"  ("RABOBANK") in
the maximum  amount of $853,000 with respect to certain  interest  payable under
that  certain  promissory  note dated  January 12, 1994 (the  "RABOBANK  NOTE"),
executed by Cadiz and CVDC in favor of Rabobank in the original principal amount
of $8,681,474.03. In conjunction with Lender's issuance of the Letter of Credit,
Cadiz executed that certain  Reimbursement  Agreement dated January 11, 1994 (as
amended  and  restated  and in  effect  from  time to time,  the  "REIMBURSEMENT
AGREEMENT"), in favor of Lender. The indebtedness evidenced by the Reimbursement
Agreement  is  sometimes  referred to in this  Agreement  as the "L/C LOAN." The
performance of Cadiz'  obligations under the Reimbursement  Agreement is secured
by (collectively, the "LETTER OF CREDIT SECURITY"), among other things, (i) that
certain Third Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing  (Homer/Piute/Hammack)  dated  January 11,  1994,  which was  recorded on
February  11,  1994 (as  amended  from time to time,  the  "CADIZ  THIRD DEED OF
TRUST"),  as Instrument No. 94058718 in the Official Records and which encumbers
the Cadiz Property;  (ii) that certain Third Deed of Trust, Assignment of Rents,
Security  Agreement and Fixture Filing (CVDC) dated January 11, 1994 (as amended
from time to time, the "THIRD CVDC DEED OF TRUST"), executed by CVDC in favor of
Lender which was recorded on May 23, 1994,  as  Instrument  No.  94233575 in the
Official  Records and which  encumbers  the CVDC Land;  (iii) that certain Third
Assignment,  Pledge and Security  Agreement  dated  January 11, 1994 (the "CADIZ
THIRD ASSIGNMENT"),  executed by Cadiz in favor of Lender; and (iv) that certain
Third  Assignment,  Pledge and Security  Agreement  dated  January 11, 1994 (the
"THIRD CVDC SECURITY AGREEMENT"),  executed by CVDC in favor of Lender. Rabobank
has heretofore drawn down the Letter of Credit in full.

         E.       Pursuant  to  the  terms  and  provisions  of  the  1995  Loan
Agreement,  Cadiz and CVDC jointly have heretofore executed that certain Secured
Promissory Note dated March 29, 1995 (as amended and restated and in effect from
time to time,  the "1995  NOTE"),  in favor of Lender in the original  principal
amount  of  $3,000,000.00.  The loan  evidenced  by the 1995  Note is  sometimes
referred to in this  Agreement  as the "1995  LOAN." The 1995 Note is secured by
(collectively, the "1995 SECURITY"), among other things, (i) that certain Fourth
Assignment,  Pledge and Security  Agreement  dated March 29, 1995 ("CADIZ FOURTH
ASSIGNMENT"), between


                                       3
<PAGE>


Cadiz and Lender,  pursuant to which Cadiz has granted Lender a fourth  priority
security  interest  in the SWFG  Collateral,  the Farming  Collateral,  and EVCO
Collateral,  as security for the 1995 Note; (ii) that certain Fourth Assignment,
Pledge and Security  Agreement  dated March 29, 1995 (the "FOURTH CVDC  SECURITY
AGREEMENT"),  between  CVDC and  Lender,  pursuant  to which CVDC has granted to
Lender a fourth  priority  security  interest  in the  PSWR  Collateral  and the
Harweal Collateral as security for the 1995 Note; (iii) that certain Fourth Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated March
29,  1995 (the  "CADIZ  FOURTH  DEED OF  TRUST"),  executed by Cadiz in favor of
Lender as security  for the 1995 Note,  which was  recorded on March 31, 1995 as
Instrument No. 95-099301 in the Official  Records;  and (iv) that certain Fourth
Deed of Trust,  Assignment of Rents, Security Agreement and Fixture Filing dated
March 29, 1995 (the "FOURTH  CVDC DEED OF TRUST"),  executed by CVDC in favor of
Lender as security  for the 1995 Note,  which was  recorded on March 31, 1995 as
Instrument No. 95-099300 in the Official Records.

         F.       Pursuant  to that  certain  Assignment  Agreement  dated as of
March 31, 1997 by and between ING and Ansbacher (the  "ING/ANSBACHER  ASSIGNMENT
AGREEMENT"),  Ansbacher  transferred  and  assigned  to ING  all of  Ansbacher's
rights,  title and  interests in, to and under the Credit  Documents  including,
without  limitation,  the right to receive payment on the Lender's Loans and the
Notes and the  Reimbursement  Agreement  and all of the benefits of the Security
Documents.

         G.       Pursuant to the First Global Amendment Agreement,  Cadiz, CVDC
and ING amended the Credit Documents.

         H.       Pursuant  to the  First  Global  Amendment  Agreement,  Lender
consented to the merger of CVDC into Cadiz,  PROVIDED,  HOWEVER, that Cadiz: (a)
expressly  assumed  all of CVDC's  obligations  to the  Lender  under the Credit
Documents, as amended by the First Global Agreement Documents,  and (b) executed
a  reaffirmation  agreement  relating to such  assumption  in form and substance
satisfactory to Lender.

         I.       On or about April 14, 1997, Cadiz effected the upstream merger
into it of CVDC and the  assumption  of the CVDC's  indebtedness.  In accordance
with the First Global  Amendment  Agreement,  Cadiz  executed  and  delivered to
Lender  that  certain  Reaffirmation  Agreement,  dated  as of April  10,  1997,
reaffirming its assumption of all of CVDC's obligations to Lender.

         J.       Pursuant to that certain Deed of Trust,  Assignment  of Rents,
Security Agreement,  Financing Statement and Fixture Filing (Term Loan), between
Cadiz,  as  borrower,  Commonwealth  Land Title  Company,  as Trustee,  and ING,
recorded  on August  14,  1998 in the  Official  Records  of Tulare  County,  as
Instrument No. 1998-0057196, Cadiz pledged certain real and personal property to
secure the Term Loan  Obligations to ING.  Pursuant to that certain  Consent and
Waiver of ING under Term Loan and  Revolving  Credit  Agreement to Sale of Vista
Verde Property and  Application of Proceeds,  dated January 19, 1999 executed by
ING, and a Substitution of Trustee and Full Reconveyance dated January 19, 1999,
the real and  personal  property  granted as security by Cadiz to ING under such
Deed of Trust was released.


                                       4
<PAGE>


         K.       Pursuant to that certain Deed of Trust,  Assignment  of Rents,
Security  Agreement,  Financing  Statement and Fixture Filing between Cadiz,  as
borrower,  Chicago Title Company, as Trustee,  and ING, recorded on November 26,
1997 in the  Official  Records  of San  Bernardino  County,  as  Instrument  No.
97-434909  (the  "CADIZ  PSWRI DEED OF Trust" or "CADIZ  FIFTH DEED OF  TRUST"),
Cadiz  pledged  certain  real and  personal  property  to  secure  the Term Loan
Obligations to ING.  Concurrently  therewith,  the PSWRI Deed of Trust and PSWRI
Note  (collectively,  the "PSWRI COLLATERAL") were extinguished by way of merger
of estates.

         L.       Pursuant to that  certain  Collateral  Substitution  Agreement
dated November 4, 1998 by and among Cadiz, ING and Southwest Fruit Growers, L.P.
("SWFG"), Cadiz granted to ING a security interest in certain property to secure
the Lender's  Term Loans as set forth in that certain Deed of Trust,  Assignment
of Rents,  Security  Agreement,  Financing  Statement  and Fixture  Filing (Term
Loan),  between  Cadiz,  Chicago Title Company and ING,  recorded on November 4,
1998 in the  Official  Records  of San  Bernardino  County,  as  Instrument  No.
19980473320 (the "CADIZ SWFG DEED OF TRUST" or the "CADIZ SIXTH DEED OF TRUST").
Concurrently  therewith,   ING  released  its  security  interest  in  the  SWFG
Collateral and the Farming Collateral.

         M.       Pursuant to the Second Global Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         N.       Pursuant to that certain Deed of Trust,  Assignment  of Rents,
Security  Agreement,  Financing  Statement and Fixture Filing between Cadiz,  as
borrower,  Chicago Title Company, as Trustee,  and ING, dated as of July 1, 1999
and  recorded on December  23, 1999 in the  Official  Records of San  Bernardino
County (the  "Official  Records"),  as Instrument No. 524212 (the "CADIZ SEVENTH
DEED OF TRUST  (PIUTE)"),  Cadiz pledged  certain  additional  real and personal
property to secure Cadiz's obligations to ING under the Credit Documents.

         O.       Pursuant to the Third Global  Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         P.       Pursuant to the Fourth Global Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         Q.       Pursuant to the Fifth Global  Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         R.       The parties  hereto wish to enter into this  Agreement and all
of the other  documents  executed in connection  herewith or relating hereto and
schedules  and  exhibits  hereto  (collectively,  the  "SIXTH  GLOBAL  AGREEMENT
DOCUMENTS")  to further amend the Credit  Documents to, among other things,  (a)
confirm the obligations of Cadiz in favor of ING under the Credit Documents; (b)
consent to the  creation of a new special  purpose  entity,  CRE,  that is being
assigned the assets of Cadiz and is becoming a co-borrower with Cadiz hereunder,
and (c) provide for the  issuance of new  preferred  stock to ING; (d) amend the
interest  rate  on the  Loan  Obligations  to  either  (at the  election  of the
Borrowers as provided herein):  (i) 8% per annum in cash or (ii) 4% per annum in
cash plus 8% per annum in kind; and (e) provide for the


                                       5
<PAGE>


further  extension  of the  Maturity  Date of the Notes and other  modifications
thereof, all of the foregoing upon the terms and conditions set forth herein and
in the other Sixth Global Agreement Documents.

                                    AGREEMENT

                  NOW THEREFORE,  in  consideration  of the mutual covenants and
agreements contained herein, parties hereto hereby agrees as follows:

         SECTION  1. DEFINITIONS.


                  The terms and  provisions  of  section  1.03 of the  Revolving
Credit Agreement,  as in effect on the Restructuring Effective Date, shall apply
to this Agreement.  The following  terms shall have the following  meanings when
used herein (all terms defined in this Section 1 or in other  provisions of this
Agreement  in the  singular  shall have the same  meaning in the plural and VICE
VERSA):

         ADDITIONAL  DRAW  WARRANT  CERTIFICATES:  the  Additional  Initial Draw
Warrant  Certificates  originally  exercisable  as of April 13,  1998 and May 8,
1998,  to purchase,  respectively,  112,500 and 37,500  shares of the  Company's
Common Stock, as revised and in effect.

         AFFILIATE:  With reference to any entity, any other entity that, within
the meaning of Rule 12b-2 promulgated under the Securities Exchange Act of 1934,
as amended,  "controls,"  is "controlled  by" or is under "common  control with"
such entity.

         AGREEMENT shall have the meaning  ascribed to such term in the recitals
hereto.

         ANSBACHER shall have the meaning  ascribed to such term in the recitals
hereto.

         APPLICABLE   INTEREST  RATE  means,  with  respect  to  any  Term  Loan
Obligations  for any Interest  Period,  either (a) if the Borrowers do not elect
the PIK&Cash  Payment  Election,  the Cash Payment Rate, or (b) if the Borrowers
elect the PIK&Cash Payment Election, the PIK&Cash Payment Rate.

         BANKRUPTCY  CODE:  Title 11 of the United States Code,  as amended,  11
U.S.C ss.ss. 101, ET SEQ.

         BORROWERS  means,  collectively,  each of  Cadiz  and  CRE,  and each a
"Borrower".

         BUSINESS DAY means any day that is not a Saturday,  Sunday or other day
on which  commercial banks in New York City are authorized or required by law to
remain closed.

         CADIZ means Cadiz Inc., a Delaware corporation, a borrower hereunder.

         "CADIZ/CRE  MANAGEMENT  AGREEMENT"  means the  Management  Agreement as
defined in the CRE LLC Agreement.


                                       6
<PAGE>


         CADIZ DEEDS OF TRUST: collectively,  the Cadiz First Deed of Trust, the
Cadiz Second Deed of Trust, the Cadiz Third Deed of Trust, the Cadiz Fourth Deed
of Trust,  the Cadiz  PSWRI Deed of Trust,  the Cadiz SWFG Deed of Trust and the
Cadiz Seventh Deed of Trust  (Piute),  each as amended and modified from time to
time.

         CADIZ FIRST  ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ FIRST DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         CADIZ FOURTH ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ FOURTH DEED OF TRUST shall have the meaning ascribed to such term
in the recitals hereto.

         CADIZ LOAN shall have the meaning ascribed to such term in the recitals
hereto.

         CADIZ LOAN SECURITY shall have the meaning ascribed to such term in the
recitals hereto.

         CADIZ NOTE shall have the meaning ascribed to such term in the recitals
hereto.

         CADIZ  PROPERTY  shall have the  meaning  ascribed  to such term in the
recitals hereto.

         CADIZ  PSWRI DEED OF TRUST or CADIZ  FIFTH DEED OF TRUST shall have the
meaning ascribed to such term in the recitals hereto.

         "CADIZ  REAFFIRMATION  AGREEMENT" means the agreement  evidencing Cadiz
Borrower's  assumption and  reaffirmation  of all liabilities and obligations of
Cadiz Valley Development Corporation, dated as of November 25, 1997.

         CADIZ SECOND ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ SECOND DEED OF TRUST shall have the meaning ascribed to such term
in the recitals hereto.

         CADIZ SERIES F PREFERRED  STOCK  CERTIFICATE  means the  certificate of
Series  F  Preferred  Stock  issued  by  Cadiz  to the  Lender  pursuant  to the
Transactions  with the rights,  privileges  and  preferences as set forth in the
Certificate of  Designations  in the form attached  hereto in Exhibit A. This is
the same certificate that is required to be delivered under the Revolving Credit
Agreement.

         CADIZ SEVENTH DEED OF TRUST (PIUTE) shall have the meaning  ascribed to
such term in the recitals hereto.


                                       7
<PAGE>


         CADIZ SWFG DEED OF TRUST or CADIZ  SIXTH  DEED OF TRUST  shall have the
meaning ascribed to such term in the recitals hereto.

         CADIZ THIRD  ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ THIRD DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         CASH means legal tender of the United States of America.

         "CASH COLLATERAL ACCOUNT" means that certain account established at ING
Capital,  LLC, not in its capacity as Lender  hereunder,  but in its capacity as
the cash  collateral  bank under the Cash Collateral  Account  Agreement,  which
account is being assigned and pledged as of the Restructuring Effective Date for
the benefit of the Lender.

         CASH COLLATERAL  ACCOUNT AGREEMENT means that certain agreement between
Cadiz  and the  financial  institution  party  thereto,  in form  and  substance
consented to by the Lender  evidencing  Cadiz'  establishment  of a debt service
account assigned and pledged for the benefit of the Lender, in substantially the
form as  attached  hereto  in  Exhibit  B.  This is the same  agreement  that is
required  to be  delivered  by the Cadiz  Borrower  under the  Revolving  Credit
Agreement.

         CASH PAYMENT AMOUNT has the meaning set forth in Section 7(D) hereof.

         CASH PAYMENT ELECTION has the meaning set forth in Section 7(D) hereof.

         CASH PAYMENT RATE means eight percent (8%).

         CASH PORTION has the meaning set forth in Section 7(D) hereof.

         CASH PORTION RATE means four percent (4%).

         CONSENT  LETTER  shall have the  meaning  ascribed  to such term in the
recitals hereto.

         CONSENT TO CADIZ/SUN WORLD LEASE means the consent by the Lender to the
New Cadiz/Sun World Lease, in  substantially  the form annexed hereto as Exhibit
C. This is the same consent that is required to be delivered under the Revolving
Credit Agreement.

         CONSENT  TO SUN WORLD  SETTLEMENT  means  that  certain  consent of the
Lender to the Sun World Settlement in  substantially  the form annexed hereto as
Exhibit D. This is the same consent  that is required to be delivered  under the
Revolving Credit Agreement.

         CRE means Cadiz Real Estate LLC, a Delaware limited liability  company,
a borrower hereunder.

         CRE GRANT DEED means that  certain  grant deed of trust  conveying  the
real property ING Collateral held by Cadiz to CRE in  substantially  the form as
attached hereto in Exhibit E.


                                       8
<PAGE>


         CRE LLC AGREEMENT means that certain Limited Liability Agreement of CRE
between the Cadiz and M. Solomon & Associates,  Inc., as the independent member,
in substantially the form attached hereto in Exhibit F.

         CREDIT  DOCUMENTS  shall have the meaning  ascribed to such term in the
recitals hereto.

         CVDC  shall  have the  meaning  ascribed  to such term in the  recitals
hereto.

         CVDC DEEDS OF TRUST:  collectively,  the First CVDC Deed of Trust,  the
Second  CVDC Deed of Trust,  the Third CVDC Deed of Trust,  and the Fourth  CVDC
Deed of Trust, each as amended and modified from time to time.

         CVDC LAND shall have the meaning  ascribed to such term in the recitals
hereto.

         CVDC LOAN shall have the meaning  ascribed to such term in the recitals
hereto.

         CVDC LOAN SECURITY shall have the meaning  ascribed to such term in the
recitals hereto.

         CVDC NOTE shall have the meaning  ascribed to such term in the recitals
hereto.

         "DEFAULT"  means any event or condition  which  constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

         EIGHTH  WARRANT  CERTIFICATE:  the revised and restated  Eighth Warrant
Certificate  (as  defined  in the  Fifth  Global  Amendment  Agreement)  for the
purchase up to 125,000 shares of Cadiz' common stock that vested on February 15,
2002, as revised and in effect.

         ELEVENTH WARRANT CERTIFICATE: the revised and restated Eleventh Warrant
Certificate  (as  defined  in the  Fifth  Global  Amendment  Agreement)  for the
purchase up to 1,000,000 of Cadiz' common stock., as revised and in effect

         EVENT OF DEFAULT:  (a) with respect to this  Agreement,  such terms has
the meaning  assigned to such term in Section 7(L);  and (b) with respect to any
other Credit Document, an Event of Default as defined thereunder.

         FEE WARRANT CERTIFICATE:  the Fee Warrant  Certificate,  and originally
exercisable  as of August 1, 2002, to purchase  100,000  shares of the Company's
Common Stock, as revised and in effect.

         FIFTH WARRANT CERTIFICATE: the Fifth Warrant Certificate for 150,000 of
Cadiz' common stock that vested as of October 29, 1999, that entitles the holder
thereof to purchase 150,000 shares, as revised and in effect.

         FIFTH GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.


                                       9
<PAGE>


         FIFTH GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         FIRST CVDC DEED OF TRUST shall have the  meaning  ascribed to such term
in the recitals hereto.

         FIRST CVDC SECURITY  AGREEMENT shall have the meaning  ascribed to such
term in the recitals hereto.

         FIRST EXTENSION  REQUIREMENTS  shall have the meaning  ascribed to such
term in Section 7(J) hereof.

         FIRST GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         FIRST GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.

         FIXED RATE  means,  with  respect  to any  Borrowing  for any  Interest
Period,  either (a) if the Borrowers do not elect the PIK&Cash Payment Election,
the  Cash  Payment  Rate or (b) if the  Borrowers  elect  the  PIK&Cash  Payment
Election, the PIK&Cash Payment Rate.

         FOURTH CVDC DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         FOURTH CVDC SECURITY  AGREEMENT shall have the meaning ascribed to such
term in the recitals hereto.

         FOURTH GLOBAL  AMENDMENT  AGREEMENT shall have the meaning  ascribed to
such term in the recitals hereto.

         FOURTH GLOBAL  AGREEMENT  DOCUMENTS shall have the meaning  ascribed to
such term in the recitals hereto.

         FOURTH WARRANT CERTIFICATE:  the Fourth Warrant Certificate for 100,000
shares of Cadiz' common stock that vested as of April 3, 1999, that entitles the
holder thereof to purchase 100,000, as revised and in effect.

         GUARANTEE shall have the meaning  ascribed to such term in the recitals
hereto.

         GUARANTOR shall have the meaning  ascribed to such term in the recitals
hereto.

         ING: ING Capital LLC, a Delaware limited liability company.

         ING/ANSBACHER  ASSIGNMENT  AGREEMENT shall have the meaning ascribed to
such term in the recitals hereto.


                                       10
<PAGE>


         ING   COLLATERAL:   the  collateral   security   granted,   pledged  or
hypothecated  by the  Borrowers  to Lender  under the  Security  Documents  (but
excluding the  collateral  specifically  released under the Consent to Sun World
Settlement) to secure the payment and satisfaction of the Term Loan Obligations.

         INITIAL DRAW WARRANT CERTIFICATE: the Initial Draw Warrant Certificate,
and originally  exercisable as of November 25, 1997, to purchase  200,000 shares
of the Company's Common Stock.

         INTEREST  PAYMENT  DATE  means  the  last  day of the  Interest  Period
applicable to any Term Loan Obligation.

         INTEREST PERIOD means, from and after September 30, 2003, each
semi-annual  period ending on March 31 and  September 30 thereafter  through and
including the Maturity  Date,  provided,  that (i) except as provided in clauses
(ii) and (iii)  below,  if any  Interest  Period would end on a day other than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business Day, (ii) any Interest  Period that  commences on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar  month of such  Interest  Period) shall end on the last
Business Day of the last calendar  month of such Interest  Period,  and (iii) if
any Interest  Period would end after the Maturity  Date,  such  Interest  Period
shall end on the Maturity Date.

         L/C LOAN shall have the meaning  ascribed to such term in the  recitals
hereto.

         LENDER  shall have the meaning  ascribed  to such term in the  recitals
hereto.

         LENDER'S TERM LOANS:  Collectively,  the CVDC Loan, the Cadiz Loan, the
L/C Loan, and the 1995 Loan of Lender to the Borrowers.

         LETTER OF CREDIT  shall have the  meaning  ascribed to such term in the
recitals hereto.

         LETTER OF CREDIT SECURITY shall have the meaning  ascribed to such term
in the recitals hereto.

         LOAN OBLIGATIONS:  collectively, the Revolving Loan Obligations and the
Term Loan Obligations.

         "MANDATORY  EQUITY  PREPAYMENT" shall have the meaning ascribed to such
term in Section 7(A) hereof

         MATURITY  DATE means March 31,  2005,  PROVIDED,  HOWEVER,  that if the
First  Extension  Requirements  are  satisfied,  then the Maturity Date shall be
extended to September 30, 2005; provided,  further, that if the Second Extension
Requirements  are  satisfied,  then the Maturity Date shall be extended to March
31,  2006;  provided,  further,  that if the Third  Extension  Requirements  are
satisfied, then the Maturity Date shall be extended to September 30, 2006.


                                       11
<PAGE>


         MAXIMUM  CASH  COLLATERAL  AMOUNT  means,  with  respect  to any Equity
Issuance,  the amount obtained by multiplying the amount of the outstanding Loan
Obligations,  by 8%, and  multiplying the product thereof by the number of years
(rounded  upward to the nearest half year) between the date of such on which the
proceeds of any Equity  Issuance  was  received by either of the  Borrowers  and
September 30, 2006 (computed on the basis of a year of 360 days).

         NEW CADIZ/SUN WORLD LEASE means that certain  Agricultural Lease by and
between  Cadiz (or CRE as  assignee  of  Cadiz),  as lessor,  and Sun World,  as
lessee, in substantially the form annexed hereto as Exhibit G.

         1995 CREDIT  DOCUMENTS shall have the meaning  ascribed to such term in
the recitals hereto.

         1995 LOAN shall have the meaning  ascribed to such term in the recitals
hereto.

         1995 LOAN AGREEMENT shall have the meaning ascribed to such term in the
recitals hereto.

         1995 NOTE shall have the meaning  ascribed to such term in the recitals
hereto.

         1995  SECURITY  shall  have the  meaning  ascribed  to such term in the
recitals hereto.

         1994 CREDIT  DOCUMENTS shall have the meaning  ascribed to such term in
the recitals hereto.

         1994 LOAN AGREEMENT shall have the meaning ascribed to such term in the
recitals hereto.

         NINTH WARRANT CERTIFICATE: the Ninth Warrant Certificate (as defined in
the Fifth Global  Amendment  Agreement) for the purchase up to 125,000 shares of
Cadiz' common stock that vested on April 1, 2002, as revised and in effect.

         NOTES:  Collectively,  the CVDC Note, the Cadiz Note, the Reimbursement
Agreement and the 1995 Note,  each as amended,  restated and in effect from time
to time.

         OFFICIAL  RECORDS  shall have the meaning  ascribed to such term in the
recitals hereto.

         PAST DUE EXPENSE DEFICIENCY means the amount of $20,000,  corresponding
to the amount that  Lender's and  Revolving  Lenders'  reasonable  out-of-pocket
expenses  on and  prior  to the  Restructuring  Effective  Date,  including  the
reasonable fees, charges and disbursements of counsel, exceed $400,000.

         PAST DUE PAYMENT means a Cash payment of $2,425,034.62 made by Cadiz to
ING that is  comprised  of (a) all  accrued  and unpaid  interest  due under the
Credit  Documents  and the  Revolving  Loan  Documents  for the  period  through
September 30, 2003 at the non-default rate in the amount of  $1,412,457.21,  (b)
all accrued and unpaid  interest due under the Revolving  Loan Documents and the
Credit  Documents at the default rate for the period through  September 30, 2003
in the amount of  $612,577.40,  and (c) $400,000 of  Revolving  Lenders' and the
Lender's out-of-pocket expenses (including reasonable attorneys' fees) under the
Revolving Loan


                                       12
<PAGE>


Documents  and the Credit  Documents  for the period  through the  Restructuring
Effective  Date,  provided  that  the  Past  Due  Expense  Deficiency  shall  be
capitalized and included as part of the principal  outstanding under the Tranche
A Notes (as defined in the Revolving Credit Agreement).

         PERSON:  shall mean any  individual,  corporation,  company,  voluntary
association,  partnership,  joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).

         PIK PORTION has the meaning set forth in Section 7(D) hereof.

         PIK PORTION RATE means eight percent (8%).

         PIK&CASH  PAYMENT  ELECTION  has the meaning set forth in Section  7(D)
hereof.

         PIK&CASH PAYMENT ELECTION DEADLINE has the meaning set forth in Section
7(D) hereof.

         PIK&CASH  PAYMENT  ELECTION REQUEST means a request by the Borrowers to
make a payment of accrued interest for an Interest Period through the remittance
through the remittance of both (A) the Cash Portion plus (B) the PIK Portion.

         PIK&CASH PAYMENT RATE means twelve percent (12%),  comprised of the sum
of the PIK Portion Rate and the Cash Portion Rate.

         PREFERRED  STOCK   CERTIFICATE  OF  DESIGNATIONS   means  that  certain
Certificate of  Designations  of Series F Preferred  Stock of Cadiz, in form and
substance  acceptable to Lenders,  in substantially  the form attached hereto in
Exhibit H, that,  inter alia, sets forth the rights,  privileges and preferences
of such  preferred  stock.  This is the same  document  that is  required  to be
delivered by the Cadiz under the Revolving Credit Agreement.

         PSWRI  COLLATERAL  shall have the meaning  ascribed to such term in the
recitals hereto.

         RABOBANK  shall have the meaning  ascribed to such term in the recitals
hereto.

         RABOBANK  NOTE  shall  have the  meaning  ascribed  to such term in the
recitals hereto.

         REGISTRATION  RIGHTS AGREEMENT means the Registration  Rights Agreement
agreed to by Cadiz in favor of ING in the form  attached  hereto as  Exhibit  I.
This is the same  document  that is required to be  delivered by the Cadiz under
the Revolving Credit Agreement.

         REIMBURSEMENT AGREEMENT shall have the meaning ascribed to such term in
the recitals hereto.

         RESTRUCTURING  EFFECTIVE  DATE  means the date on which the  conditions
specified in Section 5 are satisfied (or waived).


                                       13
<PAGE>


         RESTATED REVOLVING CREDIT AGREEMENT: the Revolving Credit Agreement, as
amended  and  restated  by  Cadiz  and  CRE,  as   co-borrowers,   and  ING,  as
administrative agent and lender thereunder, dated as of December 15, 2003.

         REVOLVING CREDIT AGREEMENT: that certain Credit Agreement,  dated as of
November 25, 1997, among Cadiz, as borrower,  and ING, as  administrative  agent
and lender, as amended, restated and/or modified from time to time.

         REVOLVING LENDERS:  means,  collectively,  the Administrative Agent and
the Lenders, each as defined in the Revolving Credit Agreement.

         REVOLVING LOAN DOCUMENTS:  means the Loan Documents,  as defined in the
Revolving Credit Agreement, as amended and modified from time to time.

         REVOLVING LOAN  OBLIGATIONS:  means the  obligations of Cadiz to Lender
under the Revolving Loan Documents.

         REVOLVING WARRANTS: means, collectively,  the warrants issued under the
Revolving Loan Documents, as amended concurrently herewith, comprised of (i) the
Initial Draw Warrant Certificate, (ii) the Additional Draw Warrant Certificates,
(iii) the Eighth Warrant Certificate,  (iv) the Ninth Warrant  Certificate,  (v)
the Tenth Warrant Certificate, (vi) the Eleventh Warrant Certificate,  (vii) the
Twelfth Warrant Certificate, and (viii) the Fee Warrant Certificate.

         RING FENCING  AGREEMENT shall have the meaning ascribed to such term in
the recitals hereto.

         SECOND CVDC DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         SECOND CVDC SECURITY  AGREEMENT shall have the meaning ascribed to such
term in the recitals hereto.

         SECOND EXTENSION  REQUIREMENTS  shall have the meaning ascribed to such
term in Section 7(J) hereof.

         SECOND GLOBAL  AGREEMENT  DOCUMENTS shall have the meaning  ascribed to
such term in the recitals hereto.

         SECOND GLOBAL  AMENDMENT  AGREEMENT shall have the meaning  ascribed to
such term in the recitals hereto.

         SECOND WARRANT CERTIFICATE:  the Second Warrant Certificate (as defined
in the First Global  Amendment  Agreement)  for 75,000  shares of Cadiz'  common
stock  that  vested as of April 30,  1998,  amended  to  reflect a change in the
strike price,  that entitles the holder thereof to purchase  75,000  shares,  as
revised and in effect.


                                       14
<PAGE>


         SECURITY  DOCUMENTS:  the CVDC Loan Security,  the Cadiz Loan Security,
the Letter of Credit Security,  and the 1995 Security,  the other Cadiz Deeds of
Trust,  and any other documents  evidencing or securing the Notes and/or the L/C
Loan, each as amended and modified from time to time.

         SIXTH AMENDMENT  DOCUMENTS has the meaning ascribed to such term in the
Revolving Credit Agreement.

         SIXTH GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.

         SIXTH GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         SEVENTH  WARRANT  CERTIFICATE:  the  Seventh  Warrant  Certificate  (as
defined in the Third Global  Amendment  Agreement)  for 100,000 shares of Cadiz'
common stock that vested as of October 31, 2000, as revised and in effect.

         SIXTH WARRANT  CERTIFICATE:  Second Warrant  Certificate (as defined in
the Second Global Amendment  Agreement) for 50,000 shares of Cadiz' common stock
that vested as of April 3, 2000, as revised and in effect.

         SUBSIDIARY: with respect to any Person, any corporation, partnership or
other entity of which at least a majority of the  securities or other  ownership
interests  having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons  performing similar functions of such
corporation,  partnership or other entity (irrespective of whether or not at the
time  securities or other  ownership  interests of any other class or classes of
such  corporation,  partnership  or other entity shall have or might have voting
power by reason of the happening of any  contingency) is at the time directly or
indirectly  owned or  controlled by such Person or one or more  Subsidiaries  of
such Person or by such Person and one or more Subsidiaries of such Person.  With
respect  to  the  Borrowers,   Subsidiary   shall  exclude  Sun  World  and  its
subsidiaries during the pendency of the bankruptcy case for Sun World pending as
of the Restructuring Effective Date.

         SUN WORLD: Sun World International,  Inc., a Wholly Owned Subsidiary of
Cadiz.

         SUN WORLD  INDENTURE:  that  certain  Indenture,  dated as of April 16,
1997, among Sun World,  Cadiz, the subsidiary  guarantors  thereto,  and the Sun
World Trustee,  as amended by that certain  Amendment to Indenture,  dated as of
October 9, 1997,  and that certain  Amendment to Indenture,  dated as of January
23, 1998, as further amended from time to time.

         SUN WORLD SETTLEMENT:  the settlement  relating to claims between Cadiz
and Sun World,  and the related  release of certain  collateral  relating to Sun
World implementing the settlement described in the term sheet, as annexed hereto
in  Exhibit  J,  which  documents  evidencing  the  settlement  are in form  and
substance reasonably satisfactory to Cadiz and the Lender.


                                       15
<PAGE>


         SUN  WORLD  TRUSTEE:  The  Bank of New  York,  in its  capacity  as the
successor  trustee  under  the Sun World  Indenture  and any  successor  trustee
thereunder.

         SWFG  shall  have the  meaning  ascribed  to such term in the  recitals
hereto.

         TENTH WARRANT CERTIFICATE: the Tenth Warrant Certificate (as defined in
the Fifth Global  Amendment  Agreement) for the purchase up to 250,000 shares of
Cadiz' common stock that vested on August 1, 2002, as revised and in effect.

         TERM LOAN  OBLIGATIONS:  the  obligations  of Cadiz to Lender under the
Credit Documents, as amended by the Sixth Global Agreement Documents.

         TERM NOTES: collectively, the following notes and agreements evidencing
the Term Loan  Obligations:  the Cadiz Note,  the CVDC Note,  the  Reimbursement
Agreement and the 1995 Note

         THIRD CVDC DEED OF TRUST shall have the  meaning  ascribed to such term
in the recitals hereto.

         THIRD CVDC SECURITY  AGREEMENT shall have the meaning  ascribed to such
term in the recitals hereto.

         THIRD EXTENSION  REQUIREMENTS  shall have the meaning  ascribed to such
term in Section 7(J) hereof.

         THIRD GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.

         THIRD GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         TRANSACTIONS  means the  execution,  delivery  and  performance  by the
Borrowers of this  Agreement,  the other Credit  Documents,  the Revolving  Loan
Documents and the transactions contemplated herein and therein.

         WARRANT CERTIFICATES: collectively, the Second Warrant Certificate, the
Fourth Warrant  Certificate,  the Fifth Warrant  Certificate,  the Sixth Warrant
Certificate,  the Seventh Warrant  Certificate,  the Eighth Warrant Certificate,
the Ninth Warrant  Certificate,  the Tenth Warrant  Certificate and the Eleventh
Warrant Certificate.

         WHOLLY OWNED SUBSIDIARY:  with respect to any Person,  any corporation,
partnership  or other  entity of which  all of the  equity  securities  or other
ownership  interests  (other  than,  in the  case of a  corporation,  directors'
qualifying shares) are directly or indirectly owned or controlled by such Person
or one or more Wholly  Owned  Subsidiaries  of such Person or by such Person and
one or more Wholly Owned Subsidiaries of such Person.


                                       16
<PAGE>


         SECTION 2. CERTAIN ACKNOWLEDGEMENTS.

                  The  parties  hereby  acknowledge  and agree that prior to the
Restructuring  Effective Date, the Borrowers have borrowed the principal  amount
of $10,095,068.21 of Term Loan Obligations from the Lender. The Borrowers hereby
further  expressly  acknowledge  and agree that as of  December  15,  2003,  the
outstanding Term Loan Obligations are in the principal amount (excluding accrued
and unpaid interest) of $10,095,068.21, and, as summarized in schedule B hereto,
comprise  the  following  indebtedness  owed  to  Lender:  (a)  the  outstanding
principal balance on Cadiz Loan is $3,103,860.02,  (b) the outstanding principal
balance on the CVDC Loan is $3,299,488.32, (c) the outstanding principal balance
on the L/C Loan is $719,494.90, and (d) the outstanding principal balance on the
1995 Loan is $2,972,224.97. The foregoing amounts do not include (y) accrued and
unpaid  interest  from and after  September  30, 2003,  which  accrued  interest
Borrowers  remain  obligated to repay, or (z) the reduction of $95,068.21 to the
principal  amount of the L/C Loan as set forth in Section 7(E)  hereof.  Each of
the Term Loan Obligations (including,  but not limited to, the obligations under
the CVDC Note, the Cadiz Note, the Reimbursement Agreement and the 1995 Note are
the joint and  several  obligations  of the  Borrowers  to repay  such Term Loan
Obligations  to  the  Lender.  Each  of the  CVDC  Note,  the  Cadiz  Note,  the
Reimbursement Agreement and the 1995 Note shall also be evidenced by amended and
restated  notes,  which shall be duly and validly  executed and delivered by the
Borrowers,  payable to the order of the Lender,  which  notes shall  replace the
existing CVDC Note,  the Cadiz Note,  the  Reimbursement  Agreement and the 1995
Note.

         SECTION 3. NO SATISFACTION.

                  After  taking into  account  the  provisions  of Section  7(E)
hereof,  the Borrowers  hereby  expressly  acknowledge and agree that nothing in
this Agreement or in any document or instrument  executed in connection  with or
pursuant to this Agreement  shall  constitute a satisfaction of or a novation as
to all or any portion of Cadiz' indebtedness under the CVDC Loan, the 1995 Loan,
the Cadiz Loan, the Guarantee,  the Reimbursement  Agreement or the 1995 Loan or
the other Loan  Obligations.  The Borrowers  hereby  unconditionally  reaffirms,
reconfirms and restates its obligation to pay in full the  indebtedness  arising
under the Cadiz Loan, the Reimbursement  Agreement,  the Guarantee, the L/C Loan
(as adjusted herein) and the 1995 Loan (collectively,  the "CADIZ INDEBTEDNESS")
to Lender  and such  obligations  constitute  allowed,  legal,  valid,  binding,
enforceable and non-avoidable  obligations of the Borrowers, and are not subject
to any offset,  defense,  counterclaim,  avoidance, or subordination pursuant to
the  Bankruptcy  Code  or  any  other   applicable  law.  Each  Borrower  hereby
unconditionally reaffirms, reconfirms and restates its obligation to pay in full
the  indebtedness  arising  under the CVDC  Loan and the 1995  Loan  (the  "CVDC
INDEBTEDNESS")  to Lender.  Each Borrower as to both the Cadiz  Indebtedness and
CVDC  Indebtedness  hereby  further  acknowledges  and agrees that (a) it has no
defenses to the enforcement of such  obligations (or any portion thereof) or any
of the other Loan  Obligations;  and (b) it has no  counter-claims  or claims of
offset  whatsoever  with respect to any of the Loan  Obligations (or any portion
thereof)  and  that  neither  this  Agreement  nor  the   consummation   of  the
transactions   contemplated   herein  will  give  rise  to  any  such  defenses,
counter-claims or claims of offset.


                                       17
<PAGE>


         SECTION 4. REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS.

                  Each  Borrower  hereby  represents  and warrants to the Lender
each of the  representations  and warranties that each such Borrower gave to the
Revolving  Lenders under the Restated  Revolving  Credit Agreement and the other
Restated Loan Documents mutatis mutandi as if given to the Lender hereunder, all
of which  shall  apply and be  enforceable  for the  benefit of the Lender as if
fully set forth  herein  and made on and as of the date  hereof.  Each  Borrower
further  represents and warrants that (a) on the date hereof no Event of Default
or Default (other than those that have been previously cured or will be cured on
the  Restructuring  Effective Date) under any Credit Document has occurred,  (b)
the  execution  and delivery by it of this  Agreement and the other Sixth Global
Agreement  Documents has been duly authorized by all requisite corporate action,
and it has  obtained or will obtain  prior to the  Effective  Date any  required
approvals of third parties for the execution and delivery of such documents, (c)
Lender has  performed or complied with all material  obligations  required to be
performed or complied with by it under the Credit  Documents and, as of the date
hereof,  there are no amounts due and owing by Lender under the Credit Documents
as amended and in effect on the Restructuring Effective Date, and (f) the Lender
has no obligation to acquire  additional  notes or to make  additional  loans or
extensions of credit to the Borrowers  under the Credit  Documents or hereunder,
and (g) to such Borrower's knowledge,  upon due inquiry,  Lender has not engaged
in any acts,  conduct or omissions  that could result in the Lender  receiving a
smaller  distribution on account of the Term Loan  Obligations or the Shares (as
defined in the ING/Ansbacher  Assignment  Agreement) than would otherwise apply.
Each of the parties  hereto  represents  and  warrants  that such party has full
authority and legal power to execute this  Agreement and each of the other Sixth
Global Agreement Documents that it has executed and that this Agreement and each
of the Credit  Documents  (as amended by the Sixth Global  Agreement  Documents)
constitute valid and binding obligations of such party. As set forth in the 1995
Loan Agreement,  (x) each Borrower  hereby  reaffirms its undertaking to use its
best efforts to substitute direct first,  second, third and fourth lien deeds of
trust for the security interests currently held by Lender in the EVCO Collateral
and Harweal  Collateral;  and (y) each Borrower hereby reaffirms its undertaking
to provide to Lender all such financial and other information as Lender may from
time to time require  concerning  the Water Assets.  In addition,  each Borrower
will provide to Lender any documents and  information  provided to the Revolving
Lenders  under any  Revolving  Credit  Agreement  and the other  Revolving  Loan
Documents.

         SECTION 5. CONDITIONS PRECEDENT.

         A.       RESTRUCTURING  EFFECTIVE  DATE.  This  Agreement  shall become
effective on the date (the  "RESTRUCTURING  EFFECTIVE DATE") on which the Lender
shall notify the Borrowers that the following conditions have been satisfied (or
waived  in  accordance  with  Section  16(E)  hereof),   in  the  Lender's  sole
discretion:

                  (1)      ING shall have  received the Past Due Payment  (which
                           is  the  same  payment   required  under  the  Credit
                           Agreement  and  should  not  be  paid  twice  by  the
                           Borrowers).


                                       18
<PAGE>


                  (2)      CRE has been duly  formed and is validly  existing by
                           Cadiz in accordance with the CRE LLC Agreement.

                  (3)      Cadiz shall have transferred substantially all of its
                           assets,  rights and interests in Cadiz' property that
                           constitutes  ING Collateral for the Lender to its CRE
                           Subsidiary,  subject  to the  Liens  and  obligations
                           arising  under the Revolving  Loan  Documents and the
                           Term Loan Documents in favor of ING.

                  (4)      to the  extent  required  in the CRE  LLC  Agreement,
                           Cadiz  and CRE  shall  have  executed  the  Cadiz/CRE
                           Management   Agreement,   which  agreement  shall  be
                           binding and in effect.

                  (5)      The Lender shall have received budget and projections
                           that are reasonably satisfactory to the Lender.

                  (6)      The Lender shall have received  counterparts  of this
                           Agreement  and  the  other  Sixth  Global   Agreement
                           Documents (in  recordable  form,  where  appropriate)
                           duly  executed and delivered by the Borrowers in form
                           and  substance  satisfactory  to Lender (in  Lender's
                           absolute discretion),  including, but not limited to,
                           the following:

                           (a)      this Agreement;

                           (b)      the following documents relating to the CVDC
                                    Loan:

                                    (A)      Sixth  Amended  and  Restated  CVDC
                                             Note, in the form  attached  hereto
                                             in Exhibit K;

                                    (B)      Sixth  Modification  of  the  First
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit L;

                                    (C)      Sixth  Modification  of  the  Cadiz
                                             Second  Deed of Trust,  in the form
                                             attached hereto in Exhibit M

                                    (D)      Sixth  Modification  of  the  Cadiz
                                             First   Assignment,   in  the  form
                                             attached hereto in Exhibit N;

                           (c)      the  following  documents  relating  to  the
                                    Cadiz Loan:

                                    (A)      Sixth  Amended and  Restated  Cadiz
                                             Note, in the form  attached  hereto
                                             in Exhibit O;

                                    (B)      Sixth  Modification  of  the  Cadiz
                                             First  Deed of  Trust,  in the form
                                             attached hereto in Exhibit P;


                                       19
<PAGE>


                                    (C)      Sixth  Modification  of the  Second
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit Q;

                           (d)      the following  documents relating to the L/C
                                    Loan:

                                    (A)      Sixth    Amended    and    Restated
                                             Reimbursement     Agreement    duly
                                             executed  by Cadiz and CRE,  in the
                                             form attached hereto in Exhibit R;

                                    (B)      Sixth  Modification  of  the  Cadiz
                                             Third  Deed of  Trust,  in the form
                                             attached hereto in Exhibit S;

                                    (C)      Sixth  Modification  of  the  Third
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit T;

                                    (D)      Sixth  Modification  of Cadiz Third
                                             Assignment,  in the  form  attached
                                             hereto in Exhibit U;

                                    (E)      Sixth  Modification  of Third  CVDC
                                             Security  Agreement,  in  the  form
                                             attached hereto in Exhibit V;

                           (e)      the following documents relating to the 1995
                                    Loan:

                                    (A)      Sixth  Amended  and  Restated  1995
                                             Note, in the form  attached  hereto
                                             in Exhibit W;

                                    (B)      Sixth  Modification  of  the  Cadiz
                                             Fourth  Deed of Trust,  in the form
                                             attached hereto in Exhibit X;

                                    (C)      Sixth  Modification  of the  Fourth
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit Y;

                                    (D)      Pledge and Security  Agreement  for
                                             1995  Note,  in the  form  attached
                                             hereto in Exhibit Z;

                           (f)      the Fifth  Modification of the Cadiz Deed of
                                    Trust (PSWRI),  in the form attached  hereto
                                    in Exhibit AA;

                           (g)      the Fifth  Modification of the Cadiz Deed of
                                    Trust (SWFG), in the form attached hereto in
                                    Exhibit BB;

                           (h)      the Fourth Modification of the Cadiz Seventh
                                    Deed of Trust (Piute),  in the form attached
                                    hereto in Exhibit CC;

                           (i)      the following documents:

                                    (A)      the Registration Rights Agreement;


                                       20
<PAGE>


                                    (B)      the  Purchaser  Certificate  in the
                                             form attached hereto in Exhibit DD;

                                    (C)      the   Cash    Collateral    Account
                                             Agreement, which shall be opened in
                                             compliance with Section 2.16 of the
                                             Revolving Credit Agreement;

                                    (D)      a copy of the CRE LLC Agreement;

                                    (E)      a  copy  of  the   Certificate   of
                                             Designations   evidencing   to  the
                                             satisfaction  of the  Lenders  that
                                             such  document  has  been  properly
                                             filed with the  Secretary  of State
                                             of the State of Delaware;

                                    (F)      the Cadiz Series F Preferred  Stock
                                             Certificate;

                                    (G)      the   certificate  of  cancellation
                                             with  respect  to series D, E-1 and
                                             E-2 preferred  stock of Cadiz;

                                    (H)      the  Consent  to  Cadiz/Sun   World
                                             Settlement;

                                    (I)      the  certificate  of formation  for
                                             CRE; and

                                    (J)      the CRE  Assignment  and Assumption
                                             Agreement.

                  (7)      Each  Borrower,  to the  extent  that  it is a  party
                           thereto,  shall have  confirmed  in writing  that the
                           following   documents   remain   valid  and   binding
                           agreements   and/or   instruments,    which   written
                           confirmation is in form and substance satisfactory to
                           the Administrative Agent, in its sole discretion, and
                           that   Borrowers    and,   as    applicable,    their
                           Participating  Subsidiaries remain bound by the terms
                           and provisions of the following documents:

                           (a)      each of the Warrant Certificates;

                           (b)      each of the Revolving Warrants;

                           (c)      the other Credit  Documents,  as amended and
                                    in effect.

                  (8)      the Lender  shall have  received an opinion from each
                           Borrower's counsel, in substantially the form annexed
                           hereto  as   Exhibit   EE,  in  form  and   substance
                           satisfactory  to the Lender (A) that each Borrower is
                           in  good  standing  in the  States  of  Delaware  and
                           California,   (B)  as  to  the   due   authorization,
                           execution  and  delivery  of this  Agreement  and the
                           other Sixth Global Agreement Documents, (C) that this
                           Agreement  and  the  other  Sixth  Global   Agreement
                           Documents  constitute valid,  binding and enforceable
                           obligations  of  Cadiz,  and  (D)  as to  such  other
                           matters as the Lender shall reasonably request, which
                           opinion is supported by a


                                       21
<PAGE>


                           certification  from  each  Borrower's   restructuring
                           counsel  stating that such counsel  knows of no error
                           or  inaccuracy  in and  knows  of no  reason  why the
                           Lender  should  not  rely  upon the  opinion  of such
                           Borrower's  counsel,   both  in  form  and  substance
                           reasonably  satisfactory  to  such  Borrower  and the
                           Lender.

                  (9)      the Lender shall have  received  certified  copies of
                           the resolutions (in form and content  satisfactory to
                           Lender) of the Board of Directors of Cadiz  approving
                           and  authorizing  this  Agreement and the other Sixth
                           Global Agreement  Documents,  and the effectuation of
                           the transactions  contemplated herein and/or therein,
                           as the case  may be,  and any and all  actions  to be
                           taken by Cadiz in furtherance  and in connection with
                           this   Agreement   and/or  the  other  Sixth   Global
                           Agreement Documents;

                  (10)     the Lender  shall  have  received  from the  Delaware
                           Secretary  of State a  Certificate  of Good  Standing
                           with respect to Cadiz,  a certificate  evidencing the
                           formation of the CRE Borrower as a limited  liability
                           company in the State of Delaware,  and a  certificate
                           evidencing  that each  Borrower  is  qualified  to do
                           business  in  California,  all of which  certificates
                           must  be  in  form  and   content   satisfactory   to
                           Administrative Agent.

                  (11)     the Lender shall have received  certificates (in form
                           and content  satisfactory to Lender) of the Secretary
                           of each  Borrower,  certifying  as to the  names  and
                           signatures  of the officers  authorized  to sign this
                           Agreement and the other  documents to be executed and
                           delivered on its behalf pursuant to this Agreement.

                  (12)     Except as provided in Section  3.09 of the  Revolving
                           Creit  Agreement  (or  as  provided  for  under  5(B)
                           hereof),  to the best of each  Borrower's  knowledge,
                           all real property  taxes with respect to the property
                           encumbered by any of the ING  Collateral,  as well as
                           all  real  property  taxes   affecting  the  property
                           encumbered  by any and all deeds of trust  pledged or
                           assigned  to  Lender  as  security  for the Term Loan
                           Obligations  (or any of them),  shall  have been paid
                           prior  to  the  date  any  fine,  penalty,  interest,
                           late-charge  or loss may be  added  to such  taxes or
                           charged  against  such  real  property  or other  ING
                           Collateral  for the  non-payment or  late-payment  of
                           such taxes.

                  (13)     Each Borrower shall have caused appropriate  officers
                           of such  Borrower  to execute  and  deliver to Lender
                           such additional  certificates with respect to matters
                           relating to the transactions  contemplated  herein as
                           Lender may require.

                  (14)     Each  Borrower  shall have  executed and delivered or
                           caused  the  appropriate  third  parties  to  execute
                           and/or   deliver   (in   recordable    form,    where
                           appropriate,   and  otherwise  in  form  and  content
                           satisfactory to


                                       22
<PAGE>


                           Lender) such other documents, instruments, agreements
                           and writings as Lender may require in connection with
                           the   creation  or   continuation   of  any  security
                           interest(s)  granted to Lender in  furtherance of the
                           transactions  contemplated  by this  Agreement  or as
                           Lender may otherwise  require in connection  with the
                           consummation of such transactions (including, without
                           limitation, current estoppel certificates relating to
                           the  EVCO  Collateral  and  the  Harweal  Collateral;
                           guaranty  waivers,   security  agreements;   pledges;
                           assignments;  subordination agreements; endorsements;
                           certificates; certifications; reports; and studies).

                  (15)     The Lender shall have received  such other  documents
                           as the Lender may reasonably request.

                  (16)     The Lender shall have received confirmation,  in form
                           and substance  satisfactory  to the Lender,  that (i)
                           Borrowers   have  paid  (a)  all   premiums  for  the
                           endorsements to the Title Policies  required pursuant
                           to clause A above and (b) all  recording  and  filing
                           fees  relating to the  recording of the  amendment to
                           the Cadiz  Deeds of Trust and the CVDC Deeds of Trust
                           required  to be  delivered  pursuant  to Section 5 of
                           this  Agreement and (ii) all  amendments to the Cadiz
                           Deeds of Trust and the CVDC  Deeds of Trust  required
                           to be  delivered  pursuant  to  Section  5(B) of this
                           Agreement have been duly accepted for recording.

                  (17)     As of the  date  hereof,  or as soon  as  practicable
                           hereafter,  but in no event  later than ten (10) days
                           hereafter  (provided  that  Lender  has  made  such a
                           request  within  four  (4) days  hereafter),  Uniform
                           Commercial Code financing statements covering all the
                           security  interests  created  by or  pursuant  to the
                           Security  Documents  in the  ING  Collateral  pledged
                           pursuant  thereto,   shall  have  been  executed  and
                           delivered  by each  Borrower  to the  Lender and such
                           financing   statements,   or  other   statements   or
                           documents to the same purposes,  shall have been duly
                           filed in all other  applicable  jurisdictions  in the
                           United  States of America  necessary  or desirable to
                           perfect said security  interests and there shall have
                           been  taken  all  other  action  as  the  Lender  may
                           reasonably  request  or  as  shall  be  necessary  to
                           perfect  such   security   interests  to  the  extent
                           required by the applicable Security Documents.

                  (18)     No Default  shall  have  occurred  and be  continuing
                           after giving effect to the  transactions set forth in
                           the  Restated  Revolving  Credit  Agreement  and this
                           Agreement.

                  (19)     After giving effect to the  transactions set forth in
                           this  Agreement  and the  Restated  Revolving  Credit
                           Agreement,  each  Borrower  shall have  performed  or
                           observed  and be  continuing  to  perform  each term,
                           covenant  or   agreement   contained  in  any  Credit
                           Document or Revolving Loan Document.


                                       23
<PAGE>


                  (20)     The  Administrative  Agent  shall have  received  all
                           fees,  preferred  stock  and  other  amounts  due and
                           payable  on or prior to the  Restructuring  Effective
                           Date,    including,    to   the   extent    invoiced,
                           reimbursement   or  payment   of  all   out-of-pocket
                           expenses  required  to be  reimbursed  or paid by the
                           Borrowers hereunder.

                  (21)     All governmental and third party approvals  necessary
                           or, in the  discretion  of the Lender,  advisable  in
                           connection  with  the   Transaction,   the  financing
                           contemplated hereby and the continuing  operations of
                           the Borrowers shall have been obtained and be in full
                           force and effect,  and all applicable waiting periods
                           shall have expired  without any action being taken or
                           threatened  by any  competent  authority  which would
                           restrain,   prevent  or  otherwise   impose   adverse
                           conditions  on  the  Transactions  or  the  financing
                           thereof.

                  (22)     The Lender shall have received confirmation,  in form
                           and substance  satisfactory  to the Lender,  that (i)
                           Borrowers   have  paid  (a)  all   premiums  for  the
                           endorsements to the Title Policies  required pursuant
                           to Section  5(B)(1)(a)  hereof, (b) all recording and
                           filing  fees  relating  to the  recording  of the CRE
                           Grant Deed and the  amendments  to the Cadiz Deeds of
                           Trust  and  CVDC  Deeds  of  Trust   required  to  be
                           delivered  pursuant to this  Section 5(A) and 5(B) of
                           this Agreement, and (c) amounts sufficient to satisfy
                           all real property  taxes with respect to the property
                           encumbered  by the Cadiz  Deeds of Trust and the CVDC
                           Deeds  of  Trust,  along  with  any  fine,   penalty,
                           interest, late charge or similar fine or penalty with
                           respect  to the  payment  of such  taxes,  to Chicago
                           Title Insurance  Company with instructions to utilize
                           such  funds to pays  such  taxes,  fines,  penalties,
                           interest, late charges or similar fines or penalties,
                           and (ii) the CRE Grant Deed and all amendments to the
                           Cadiz Deeds of Trust and CVDC Deeds of Trust required
                           to be delivered pursuant to this Section 5(A) of this
                           Agreement, each in form and substance satisfactory to
                           Lender  and as  executed  and ready for  recordation,
                           have been duly  delivered to Chicago Title  Insurance
                           Company.

                  (23)     the "Restructuring  Effective Date" as defined in the
                           Restated   Revolving   Credit  Agreement  shall  have
                           occurred.

         Each of the conditions set forth in this Section 5(A) shall be waivable
         by Lender in its sole and absolute discretion,  it being understood and
         agreed that any such  waiver  shall only be valid if made in writing by
         Lender.

         B.       CONDITIONS SUBSEQUENT(1) Not later than the December 22, 2003,
Borrowers shall cause the following conditions subsequent to be satisfied:

                  (a)      the  Lender  shall  have  received  a "date  down and
                           modification"  endorsement  to each of the  mortgagee
                           title insurance  policies


                                       24
<PAGE>


                           (collectively,  the "TITLE  POLICIES") issued for the
                           benefit of the Lender with respect to the Cadiz Deeds
                           of  Trust,  and  the  CVDC  Deeds  of  Trust,   which
                           endorsements shall (i) be issued by the Chicago Title
                           Insurance  Company  for the benefit of the Lender and
                           its   successors   and   assigns,   (ii)  insure  the
                           amendments  to the Cadiz  Deeds of Trust and the CVDC
                           Deeds of Trust  required to be delivered  pursuant to
                           Section  5  of  this   Agreement  and  the  continued
                           priority  of the  Cadiz  Deeds of Trust  and the CVDC
                           Deeds of Trust  granted to the Lender,  (iii) confirm
                           that all real  property  taxes  with  respect  to the
                           property  encumbered  by the Cadiz Deeds of Trust and
                           the CVDC  Deeds of Trust  have been paid prior to the
                           date of the  Title  Policies,  along  with any  fine,
                           penalty,  interest,  late  charge or similar  fine or
                           penalty  with  respect to the  payment of such taxes,
                           (iv) be otherwise in form and substance  satisfactory
                           to the Lender in its sole discretion;

                  (b)      all real property  taxes with respect to the property
                           encumbered  by the Cadiz  Deeds of Trust and the CVDC
                           Deeds of Trust  have been  paid  prior to the date of
                           the Title  Policies,  along  with any fine,  penalty,
                           interest, late charge or similar fine or penalty with
                           respect to the payment of such taxes, and

                  (c)      the  delivery  to the  Administrative  Agent  (or its
                           counsel) by each  Borrower of any Uniform  Commercial
                           Code financing  statements  covering all the security
                           interests  created by or  pursuant  to the Pledge and
                           Security  Agreements  in the ING  Collateral  pledged
                           pursuant thereto, as executed by each Borrower to the
                           Lender,  along  with such  financing  statements,  or
                           other  statements or documents to the same  purposes,
                           within  the  time  period   required   under  Section
                           5(A)(17) hereof.

         (2)      Any failure to satisfy the conditions  subsequent set forth in
                  Section  5(B)(1)(a) or (b) on or before  December 22, 2003, or
                  the condition  subsequent  set forth in Section  5(B)(1)(c) by
                  the  date  required  therein,  shall  constitute  an  Event of
                  Default.

         SECTION  6. COVENANTS

         A.       AFFIRMATIVE  COVENANTS.  Until the Term Loan Obligations shall
have been paid in full,  each Borrower  covenants and agrees with the Lenders to
each of the  affirmative  covenants  agreed  to by such  Borrower  set  forth in
Article V of the Restated Revolving Credit Agreement mutatis mutandi as if given
to the Lender  hereunder,  all of which shall apply and be  enforceable  for the
benefit of the Lender as if fully set forth  herein and made a part hereof as if
fully set forth herein.


                                       25
<PAGE>


         B.       NEGATIVE COVENANTS. Until the Term Loan Obligations shall have
been paid in full,  each Borrower  covenants and agrees with the Lenders to each
of the negative  covenants agreed to by such Borrower set forth in Article VI of
the  Restated  Revolving  Credit  Agreement  mutatis  mutandi as if given to the
Lender hereunder, all of which shall apply and be enforceable for the benefit of
the Lender as if fully set forth  herein and made a part  hereof as if fully set
forth herein.

         SECTION 7.  AMENDMENTS.  Subject to the  satisfaction of the conditions
precedent  specified in Section 5 hereof,  but  effective as of the date hereof,
the Credit Documents shall be amended as follows:

         A.       CERTAIN  MANDATORY   PREPAYMENTS   RELATING  TO,  INTER  ALIA,
METROPOLITAN  WATER  DISTRICT  PAYMENTS.  The  provisions and terms set forth in
Section  6(C) of the Fourth  Global  Amendment  Agreement  shall  cease to be in
effect as of the  Restructuring  Effective Date. On and after the  Restructuring
Effective Date, in addition to any other  prepayments  required under the Credit
Documents, prepayments of the Term Loan Obligations shall be required as follows
(any  prepayment of the Term Loan  Obligations  set forth in (a) and (b) of this
Subsection  shall be  effected  in each  case in the  manner  and to the  extent
specified in Subsection (3) of this Section 7(A)).

                  (1)      CERTAIN    MANDATORY     PREPAYMENTS    FOR    EQUITY
                           CONTRIBUTION.  Subject to Section  7(A)(2) below,  to
                           the  extent,  if any,  that either  Borrower  raises,
                           collects,  or  receives,  proceeds  from  any  Equity
                           Issuance  in  any  manner  after  the   Restructuring
                           Effective  Date,  then the Borrowers shall prepay the
                           Loan  Obligations in an aggregate amount equal to 35%
                           of such  cumulative  proceeds to prepay the  Lender's
                           outstanding   Loan   Obligations   (such   amount  of
                           proceeds,  the  "MANDATORY  EQUITY  PREPAYMENT")  (as
                           allocated  between the Revolving Loan Obligations and
                           the Term Loan  Obligations as determined by Lender in
                           its sole discretion);  PROVIDED, HOWEVER, that if and
                           to the  extent  that the  amount  of Cash in the Cash
                           Collateral  Account  is less  than the  Maximum  Cash
                           Collateral Amount, then such Borrower may deposit all
                           or a portion of the  Mandatory  Equity  Prepayment in
                           the  Cash  Collateral  Account  subject  to the  Cash
                           Collateral Account Agreement.

                  (2)      CASHLESS EQUITY ISSUANCES TO THIRD PARTIES.  If there
                           is  an  Equity   Issuance  after  the   Restructuring
                           Effective Date involving  Persons not affiliated with
                           the  Borrowers  or their  Affiliates  and who are not
                           "insiders"  (as defined in section 101 of title 11 of
                           the United  States  Code),  employee  or agent of any
                           such entities  under which there are no cash or other
                           liquid   proceeds   thereof   (a   "CASHLESS   EQUITY
                           ISSUANCE"),  then the Cadiz Borrower must provide all
                           holders of the Cadiz  Series F  Preferred  Stock with
                           anti-dilution  protections  as  provided in the Cadiz
                           Series  F  Preferred   Stock   Certificate   and  the
                           Preferred Stock Certificate of Designations.

                  (3)      APPLICATION.   Prepayments  to  the  Term  Loan  Loan
                           Obligations  described  in the above  subsections  of
                           Section  7(A)  and  allocated,   in  accordance  with


                                       26
<PAGE>


                           subsections  7(A)(1) for the  prepayment of Term Loan
                           Obligations,   shall  be  applied,   subject  to  the
                           allocation described in section 2.21 of the Revolving
                           Credit Agreement, in the following order:

                  (a)      then due and  payable  interest  and fees  under  the
                           Credit Documents; and

                  (b)      then the  principal  amounts  outstanding  under  the
                           Notes  (as  applied  to  each  of  the  Notes  in the
                           Lender's sole discretion); and

                  (c)      then  all  other  Term  Loan  Obligations  and  other
                           amounts due under the Revolving Loan Documents.

         (4)      For purposes of this Agreement,  the following term shall have
                  the following meaning:

                           "Equity Issuance" shall mean (a) any issuance or sale
                           by either of the Borrowers or any of their respective
                           Subsidiaries  after the Restructuring  Effective Date
                           of (i) any  capital  stock,  partnership  (limited or
                           general)  or  limited  liability  company  membership
                           interests  (certificated  or  otherwise),   (ii)  any
                           warrants or options exercisable in respect of capital
                           stock (other than any  warrants or options  issued to
                           directors,  officers or employees of the Borrowers or
                           any  of  their  Subsidiaries   pursuant  to  employee
                           benefit plans  established in the ordinary  course of
                           business and any capital stock of the Borrower issued
                           upon the  exercise  of such  warrants  or options) or
                           (iii) any other  security or instrument  representing
                           an equity  interest  (including  a limited or general
                           partnership or limited liability  company  membership
                           interest (certificated or otherwise) (or the right to
                           obtain any equity interest upon exercise, exchange or
                           conversion  thereof),  in either of the  Borrowers or
                           any of  their  respective  Subsidiaries,  or (b)  the
                           receipt by either Borrower or any of their respective
                           Subsidiaries  after the Restructuring  Effective Date
                           of any capital contribution (whether or not evidenced
                           by any equity  security  issued by the  recipient  of
                           such  contribution);  provided  that Equity  Issuance
                           shall not  include  (x) any such  issuance or sale by
                           any  Subsidiary  of either  Borrower to either of the
                           Borrower or any Subsidiary of the  Borrowers,  or (y)
                           any capital  contribution  by either  Borrower or any
                           Wholly  Owned  Subsidiary  of either  Borrower to any
                           Subsidiary of either Borrower.

         B.       JOINT  AND  SEVERAL  LIABILITY.  The  Loan  Obligations  shall
constitute  one joint and several  direct and general  obligation  of all of the
Borrowers.  Notwithstanding  anything to the contrary contained herein,  each of
the Borrowers shall be jointly and severally, with each other Borrower, directly
and unconditionally liable to the Lender for all Term Loan Obligations and


                                       27
<PAGE>


shall have the obligations of co-maker with respect to the Loans,  the Notes and
the Loan  Obligations,  it being agreed that the advances to each Borrower inure
to the benefit of all Borrowers, and that the Lender is relying on the joint and
several  liability of the Borrowers as co-makers in extending and continuing the
extension  of  the  Term  Loan  Obligations  hereunder.   Each  Borrower  hereby
unconditionally and irrevocably agrees that upon default in the payment when due
(whether at stated maturity,  by acceleration or otherwise) of any principal of,
or interest on, any Note or other Term Loan Obligation payable to the Lender, it
will forthwith pay the same, without notice or demand.

         C.       AMENDED  INTEREST  RATE.  Subject to the  satisfaction  of the
conditions precedent specified in Section 5 hereof, but effective as of the date
hereof, as set forth in the other Sixth Global Agreement  Documents,  the Lender
and the Borrowers have agreed to modify the interest rate with respect to all of
the Term Loan Obligations as follows:

                  (1)      Each Term Loan  Obligation  shall bear  interest at a
                           rate per annum equal to the Applicable  Interest Rate
                           for the Interest  Period in effect for such Term Loan
                           Obligation.  On the first Interest Payment Date after
                           the Restructuring Effective Date, the Borrowers shall
                           be obligated to pay (or satisfy) interest accruing on
                           the Loans from and after  September  30,  2003 though
                           such Interest Payment Date.

                  (2)      Notwithstanding  the foregoing,  if any principal of,
                           interest  on  any  Loan   Obligation  or  other  Loan
                           Obligation payable by the Borrowers  hereunder is not
                           paid  when due,  whether  at  stated  maturity,  upon
                           acceleration or otherwise,  such overdue amount shall
                           bear interest, after as well as before judgment, at a
                           rate per  annum  equal to (i) in the case of  overdue
                           principal  of any of the  Notes,  2%  plus  the  rate
                           otherwise applicable to such Notes as provided in the
                           preceding  paragraph  of this  Section or (ii) in the
                           case of any other amount, 2% plus the rate applicable
                           to  Notes  as  provided  in  subsection  (1) of  this
                           Section.

                  (3)      Accrued  interest on each Term Loan Obligation  shall
                           be payable in arrears on each  Interest  Payment Date
                           for such  Term  Loan  Obligation;  PROVIDED  that (i)
                           interest  accrued  pursuant to subsection (2) of this
                           Section  shall be  payable  on demand and (ii) in the
                           event of any  repayment  or  prepayment  of any Loan,
                           accrued  interest on the  principal  amount repaid or
                           prepaid   shall  be  payable  on  the  date  of  such
                           repayment or prepayment.

                  (4)      All interest hereunder shall be computed on the basis
                           of a year of 360 days,  and shall be payable  for the
                           actual  number of days elapsed  (including  the first
                           day but excluding the last day).

         D.       INTEREST RATE ELECTION. In its sole discretion, as provided in
this  section,  Borrowers  may elect to pay  accrued  interest on any Note on an
Interest  Payment  Date (or,  in the case of a  prepayment,  on the date of such
prepayment) for such Note either:  (A) at the PIK&Cash  Payment Rate through the
remittance of both (i) the Cash Portion, which is a payment


                                       28
<PAGE>


in Cash  corresponding  to an  interest  rate of 4% per annum  plus (ii) the PIK
Portion  corresponding  to an interest  rate of 8% per annum (such  election,  a
"PIK&CASH  PAYMENT  ELECTION");  or (B) at the Cash  Payment  Rate  through  the
remittance of the Cash Payment Amount,  which is a payment on Cash corresponding
to an interest rate of 8% (such election, a "CASH PAYMENT ELECTION").

                  (1)      To make a PIK&Cash Payment Election  pursuant to this
                           Section  7(D)  with  respect  to  any  Note  for  any
                           Interest Period (or, in the case of a prepayment,  on
                           the  date  of  such  prepayment,  the  portion  of an
                           Interest Period ending on the prepayment  date),  the
                           Borrowers shall notify the Lender of such election by
                           facsimile or telephone not later than 1:00 p.m.,  New
                           York time,  six (6) Business Days before the Interest
                           Payment  Date (or, in the case of a  prepayment,  six
                           (6) Business Days before the prepayment date) for the
                           current  Interest  Period  for  such  Borrowing  (the
                           "PIK&CASH   PAYMENT   ELECTION    DEADLINE").    Each
                           telephonic PIK&Cash Payment Election Request shall be
                           irrevocable  and shall be confirmed  promptly by hand
                           delivery or telecopy to the Administrative Agent of a
                           written  PIK&Cash  Payment Election Request in a form
                           approved  by the  Administrative  Agent and signed by
                           the Borrowers.

                  (2)      Each   telegraphic  and  written   PIK&Cash   Payment
                           Election   Request   shall   specify  the  Term  Loan
                           Obligation  to which such PIK&Cash  Payment  Election
                           Request applies;

                  (3)      Following  receipt  of a  PIK&Cash  Payment  Election
                           Request, (a) the Lender shall advise the Borrowers by
                           11 a.m., New York time, on the Interest  Payment Date
                           (or, in the case of a prepayment,  on the  prepayment
                           date)  relating  to such  PIK&Cash  Payment  Election
                           Request  of  the  details   thereof,   including  the
                           Lender's  determination  of the Cash Payment  Portion
                           and  the  PIK  Portion   (including  its  calculation
                           thereof) as  determined  pursuant to  Subsection  (6)
                           hereof,  and (b) within ten (10)  Business Days after
                           the PIK&Cash Payment Election Deadline, the Borrowers
                           shall   deliver   to  the   Lender   a  new  note  in
                           substantially  the form  hereof  for the PIK  Portion
                           relating to such PIK&Cash Payment  Election  Request,
                           provided,  however,  that the  failure to deliver any
                           such PIK Portion note shall not affect the Borrowers'
                           obligations  relating to the PIK Portion (or interest
                           thereon)  from and after the  Interest  Payment  Date
                           giving rise thereto.

                  (4)      Subject to Section  7(D)(6)  below,  if the Borrowers
                           fail to deliver a timely  PIK&Cash  Payment  Election
                           Request  with  respect  to  any  Note  prior  to  the
                           PIK&Cash  Payment  Election  Deadline for an Interest
                           Period and in accordance  with  requirements  of this
                           section,  then (i) the  Borrowers  shall be deemed to
                           have made the Cash Payment Election for that Note for
                           that


                                       29
<PAGE>


                           Interest Period and (ii) the Applicable Interest Rate
                           for that Note for that  Interest  Period shall be the
                           Cash Payment Rate.

                  (5)      Notwithstanding   any   other   provision   of   this
                           Agreement,  the  Borrowers  shall not be  entitled to
                           make the PIK&Cash Payment Election if a Default or an
                           Event  of  Default  has  occurred  and is  continuing
                           (unless  this  requirement  is waived by the Required
                           Lenders).  If the  Borrowers are not entitled to make
                           the PIK&Cash Payment Election for any Interest Period
                           with  respect  to any Note or Term  Loan  Obligation,
                           then the Interest Rate for that  Interest  Period for
                           such Note or Term Loan  Obligation  shall be the Cash
                           Payment Rate.

                  (6)      With  respect to any  Borrowing  for which a PIK&Cash
                           Payment  Election  has been made in  accordance  with
                           this  Section  7(D),  the PIK Portion  shall mean the
                           principal amount that has a value equal to the amount
                           of accrued  interest at the PIK Portion Rate for that
                           Term Loan  Obligation for the Interest Period (or, in
                           the case of a prepayment,  the portion of an Interest
                           Period ending on the  prepayment  date) for which the
                           PIK&Cash  Payment  Election  has been  made (the "PIK
                           PORTION").  The PIK Portion shall not be paid in cash
                           but shall automatically and without further action on
                           the part of any  party  be  added to the  outstanding
                           principal  amount of the Term Loan Obligations on the
                           Interest  Payment Date for such Interest  Period (or,
                           in  the  case  of a  prepayment,  the  portion  of an
                           Interest  Period ending on the  Prepayment  Date) and
                           shall be considered as  outstanding  principal  under
                           the Notes that shall accrue interest thereon from and
                           after such  Interest  Payment Date at the  Applicable
                           Interest Rate.

                  (7)      Further,  with respect to any  Borrowing  for which a
                           PIK&Cash Payment Election has been made in accordance
                           with this Section 7(D),  (1) interest shall accrue on
                           the Term Loan  Obligation  with  respect to such Note
                           for  such  Interest  Period  (or,  in the  case  of a
                           prepayment,  the  portion  of  such  Interest  Period
                           ending on the repayment date) at the PIK&Cash Payment
                           Rate,  and (2) the Cash Portion shall mean the amount
                           of accrued interest at the Cash Portion Rate for that
                           Obligation  for the Interest  Period (or, in the case
                           of a  prepayment,  the portion of an Interest  Period
                           ending on the Prepayment Date) for which the PIK&Cash
                           Payment  Election has been made (the "CASH PORTION").
                           The Cash  Portion  shall be  payable  in  immediately
                           available funds on the Interest Payment Date for such
                           Interest Period (or, in the case of a prepayment, the
                           portion  of  an   Interest   Period   ending  on  the
                           Prepayment Date).

                  (8)      With respect to any Term Loan  Obligation for which a
                           Cash  Payment  Election  has been made in  accordance
                           with this Section 7(D),  (1) interest shall accrue on
                           the Term Loan  Obligation  with  respect to such Term
                           Loan  Obligation for such Interest Period (or, in the
                           case of a prepayment, the


                                       30
<PAGE>


                           portion  of  such  Interest   Period  ending  on  the
                           Prepayment  Date) at the Cash Payment  Rate,  and (2)
                           the Cash  Payment  Amount  shall  mean the  amount of
                           accrued  interest at the Cash  Payment  Rate for that
                           Borrowing for the Interest Period (or, in the case of
                           a prepayment  under Section  7(A),  the portion of an
                           Interest  Period ending on the  Prepayment  Date) for
                           which the Cash  Payment  Election  has been made (the
                           "CASH PAYMENT AMOUNT"). The Cash Payment Amount shall
                           be  payable  in  immediately  available  funds on the
                           Interest  Payment Date for such Interest  Period (or,
                           in the case of a prepayment  under Section 7(A),  the
                           portion  of  an   Interest   Period   ending  on  the
                           Prepayment  Date) in  accordance  with  section  7(N)
                           hereof.

         E.       REDUCTION IN PRINCIPAL AMOUNT OF THE L/C LOAN; ADJUSTMENTS. On
the  Restructuring  Effective  Date,  the parties  agree that  principal  amount
outstanding on the L/C Loan shall be reduced by $95,068.21 (from  $719,494.90 to
$624,426.69. After giving effect to this cancellation of debt, the parties agree
that the principal  amount  outstanding  on the Term Notes shall be equal to the
sum of  $10,000,000.  In  addition,  Borrowers  covenant  and agree  that on the
Restructuring   Effective  Date  any  Past  Due  Expense   Deficiency  shall  be
capitalized and included as part of the principal  outstanding under the Tranche
A Notes (as defined in the Revolving Credit Agreement).


         F.       NO REDUCTION IN OBLIGATIONS. Except to the extent specifically
provided in 7(E) above,  no payment or payments  made by any of the Borrowers or
any other  Person or received or collected  by the  Administrative  Agent or any
Lender from any of the  Borrowers or any other Person by virtue of any action or
proceeding or any setoff or  appropriation  or  application  at any time or from
time to time in  reduction  of or in  payment of the Loan  Obligations  shall be
deemed to modify,  reduce,  release or  otherwise  affect the  liability of each
Borrower  under  this  Agreement,   which  shall  remain  liable  for  the  Loan
Obligations  until the Loan Obligations are paid in full and the Commitments are
terminated.

         G.       OBLIGATIONS  ABSOLUTE.  Each  Borrower  agrees  that  the Loan
Obligations  will be paid  strictly in  accordance  with the terms of the Credit
Documents, regardless of any law, regulation or order now or hereafter in effect
in  any  jurisdiction  affecting  any  of  such  terms  or  the  rights  of  the
Administrative  Agent or any Lender with respect  thereto.  All Loan Obligations
shall be  conclusively  presumed to have been  created in reliance  hereon.  The
liabilities   under  this   Agreement   shall  be  absolute  and   unconditional
irrespective  of:  (a) any lack of  validity  or  enforceability  of any  Credit
Documents or any other agreement or instrument relating thereto;  (b) any change
in the time, manner or place of payments of, or in any other term of, all or any
part of the Loan  Obligations,  or any other  amendment or waiver thereof or any
consent to departure  therefrom,  including any increase in the Loan Obligations
resulting from the extension of additional  credit to any Borrower or otherwise;
(c) any taking,  exchange,  release or non-perfection of any collateral,  or any
release or amendment or waiver of or consent to departure  from any guaranty for
all or any of the Loan Obligations; (d) any change, restructuring or termination
of the  corporate  structure  or  existence  of any  Borrower;  or (e) any other
circumstance  which might  otherwise  constitute  a defense  available  to, or a
discharge of, any


                                       31
<PAGE>


Borrower. This Agreement shall continue to be effective or be reinstated, as the
case may be,  if at any  time any  payment  of any of the  Loan  Obligations  is
rescinded  or must  otherwise  be  returned by the  Administrative  Agent or any
Lender  upon  the  insolvency,  bankruptcy  or  reorganization  of any  Borrower
otherwise, all as though such payment had not been made.

         H.       WAIVER OF SURETYSHIP  DEFENSES.  Each Borrower agrees that the
joint and several liability of the Borrowers  provided for in Section 7(B) shall
not be  impaired  or  affected by any  modification,  supplement,  extension  or
amendment  of any  contract  or  agreement  to which  the  other  Borrowers  may
hereafter  agree  (other  than an  agreement  signed by the Lender  specifically
releasing  such  liability),  nor by any  delay,  extension  of  time,  renewal,
compromise or other indulgence  granted by the Lender with respect to any of the
Loan Obligations,  nor by any other agreements or arrangements whatever with the
other  Borrowers or with anyone else, each Borrower hereby waiving all notice of
such delay,  extension,  release,  substitution,  renewal,  compromise  or other
indulgence,  and hereby  consenting to be bound thereby as fully and effectually
as if it had expressly agreed thereto in advance. The liability of each Borrower
is  direct  and  unconditional  as to all of the  Loan  Obligations,  and may be
enforced without requiring the Lender first to resort to any other right, remedy
or security. Each Borrower hereby expressly waives promptness, diligence, notice
of acceptance and any other notice (except to the extent expressly  provided for
herein or in another Loan Document) with respect to any of the Loan Obligations,
the Notes,  this Agreement or any other Loan Document and any  requirement  that
the Lender protect,  secure,  perfect or insure any Lien or any property subject
thereto or exhaust  any right or take any action  against  any  Borrower  or any
other Person or any collateral.

         I.       PAYMENTS  RECEIVED ON ACCOUNT OF ANY OF  BORROWERS'  ASSETS OR
PROPERTY RIGHTS. In addition to any other prepayment  requirements  contained in
the Credit  Documents and the Revolving  Loan  Documents,  each Borrower  hereby
covenants  and agrees  that it shall remit  directly  to Lender all  payments or
proceeds  that such  Borrower  receives (or obtains the benefit of) with respect
to, on account of, or related to such Borrower's assets or rights to assets as a
mandatory  repayments  of the  Term  Loan  Obligations  and the  Revolving  Loan
Obligations,  which  repayments  shall be applied in order,  and  subject to the
limitations,  contained  in  Section  7(N) of the Term  Sixth  Global  Amendment
Agreement.

         J.       AMENDED  MATURITY  DATE.  Subject to the  satisfaction  of the
conditions precedent specified in Section 5 hereof, but effective as of the date
hereof, as set forth in the other Sixth Global Agreement  Documents,  the Lender
and the Borrowers have agreed to modify the Credit Documents to provide that all
accrued  and unpaid  interest  and all then  unpaid  principal  on the Term Loan
Obligations shall be due and payable on the Maturity Date.

                  Extension  of  Maturity  Date  upon  Satisfaction  of  Certain
                  Conditions:

                  (1)      THE  FIRST  EXTENSION.   If  each  of  the  following
                           conditions  are satisfied  (collectively,  the "FIRST
                           EXTENSION REQUIREMENTS"): (i) the Borrowers have paid
                           and  satisfied  to the  Administrative  Agent and the
                           Lenders all Loan Obligations,  including all interest
                           due on or before the Interest Payment Date that falls
                           on  the  original   Maturity   Date,   but  excluding
                           principal  payments,  (ii) no  Defaults  or Events of
                           Default have  occurred and are


                                       32
<PAGE>


                           continuing  as of the original  Maturity Date (unless
                           such  Default or Event of Default  has been waived in
                           writing by the Administrative Agent), and (iii) after
                           the  payment  of the  interest  due  on the  Interest
                           Payment  Date that falls on the  Maturity  Date,  the
                           amount  in the Cash  Collateral  Account  is at least
                           equal  to  4.0%  of the  then  outstanding  principal
                           amount  of  Loan  Obligations   (including  both  the
                           Revolving   Loan   Obligations   and  the  Term  Loan
                           Obligations);   then  the  Maturity   Date  shall  be
                           extended from March 31, 2005 to September 30, 2005.

                  (2)      THE  SECOND  EXTENSION.  If  each  of  the  following
                           conditions are satisfied  (collectively,  the "SECOND
                           EXTENSION  REQUIREMENTS"):  (i) the Maturity Date has
                           been  extended  to  September  30,  2005  pursuant to
                           Section  7(J)(1),  (ii) the  Borrowers  have paid and
                           satisfied to the Administrative Agent and the Lenders
                           all Loan  Obligations,  including all interest due on
                           or before the Interest Payment Date that falls on the
                           Maturity Date as extended under Section 7(J)(1),  but
                           excluding  principal  payments,  (ii) no  Defaults or
                           Events of Default have occurred and are continuing as
                           of such  extended  Maturity Date (unless such Default
                           or Event of Default has been waived in writing by the
                           Administrative Agent), and (iii) after the payment of
                           the interest  due on the  Interest  Payment Date that
                           falls on such extended  Maturity  Date, the amount in
                           the Cash Collateral Account is at least equal to 4.0%
                           of the  then  outstanding  principal  amount  of Loan
                           Obligations   (including   both  the  Revolving  Loan
                           Obligations and the Term Loan Obligations);  then the
                           Maturity   Date  shall  be  further   extended   from
                           September 30, 2005 to March 31, 2006.

                  (3)      THE  THIRD  EXTENSION.   If  each  of  the  following
                           conditions  are satisfied  (collectively,  the "THIRD
                           EXTENSION  REQUIREMENTS"):  (i) the Maturity Date has
                           been  extended to March 31, 2006  pursuant to Section
                           7(J)(2)),  (ii) the Borrowers have paid and satisfied
                           to the Administrative  Agent and the Lenders all Loan
                           Obligations,  including all interest due on or before
                           the Interest  Payment Date that falls on the Maturity
                           Date as extended under Section  7(J)(b)(2) above, but
                           excluding  principal  payments,  (ii) no  Defaults or
                           Events of Default have occurred and are continuing as
                           of such  extended  Maturity Date (unless such Default
                           or Event of Default has been waived in writing by the
                           Administrative Agent), and (iii) after the payment of
                           the interest  due on the  Interest  Payment Date that
                           falls on the Maturity Date as extended under 7(J)(2),
                           the amount in the Cash Collateral Account is at least
                           equal to 4.0% of then outstanding principal amount of
                           outstanding  Loan  Obligations  (including  both  the
                           Revolving   Loan   Obligations   and  the  Term  Loan
                           Obligations)  as of such date; then the Maturity Date
                           shall be  further  extended  from  March 31,  2006 to
                           September 30, 2006.


                                       33
<PAGE>


         K.       ASSIGNMENTS;   PARTICIPATIONS.   The   Lender  may  assign  or
participate  all or a portion of the Lender's  Term Loans to any other person or
entity in the same manner, and in accordance with the same terms and procedures,
as set forth in the Revolving Credit Agreement.

         L.       EVENTS OF DEFAULT.  If any of the following events ("EVENTS OF
DEFAULT") shall occur:

                  (1)      Any Event of Default that exists under the  Revolving
                           Loan Documents;

                  (2)      Borrowers  shall  fail to pay any  principal  of,  or
                           interest on, any Term Loan  Obligations or any fee or
                           any other amount  payable under this Agreement or any
                           other  Credit  Document  when and as the  same  shall
                           become  due and  payable,  whether  at the  due  date
                           thereof or at a date fixed for prepayment  thereof or
                           otherwise;

                  (3)      any representation or warranty made or deemed made by
                           or on behalf of the either Borrower or any Subsidiary
                           in or in connection  with this Agreement or any other
                           Credit  Document  or any  amendment  or  modification
                           hereof  or  waiver  hereunder,   or  in  any  report,
                           certificate,  financial  statement or other  document
                           furnished  pursuant  to or in  connection  with  this
                           Agreement  or  any  other  Credit   Document  or  any
                           amendment or modification hereof or waiver hereunder,
                           shall prove to have been  incorrect  in any  material
                           respect when made or deemed made;

                  (4)      either  Borrower shall fail to observe or perform any
                           covenant,   condition  or   agreement   contained  in
                           Sections 5.02 or 5.03 of the Revolving  Credit Credit
                           (as made applicable to this Agreement by Section 6(A)
                           hereof) (with respect to the Borrower's existence) or
                           in Article VI of the Revolving Credit Credit (as made
                           applicable to this Agreement by Section 6(A) hereof);
                           PROVIDED,  HOWEVER,  that  with  respect  to any such
                           default of Cadiz,  such default  could  reasonably be
                           expected to result in a Material Adverse Effect;

                  (5)      either  Borrower shall fail to observe or perform any
                           covenant,  condition or  agreement  contained in this
                           Agreement  (other than those  specified in subclauses
                           (L)((1),  (2) or (3) above,  and such  failure  shall
                           continue  unremedied  for a period  of 30 days  after
                           notice thereof from the  Administrative  Agent to the
                           Borrower  (which  notice will be given at the request
                           of any Lender), provided,  however, that with respect
                           to any  such  default  of the  Cadiz  Borrower,  such
                           default  could  reasonably be expected to result in a
                           Material Adverse Effect;

                  (6)      Any  material  default  of the terms of Sixth  Global
                           Amendment   Agreement   or  the  other  Sixth  Global
                           Amendment Documents.


                                       34
<PAGE>


         M.       RIGHTS AND REMEDIES  FOR ANY EVENT OF DEFAULT.  In addition to
the rights and remedies set forth in the Credit Documents,  upon the occurrence,
and during the continuation,  of an Event of Default,  the Lender may do any one
or more of the following:

                  (1)      by notice to the  Borrowers  declare all of the Cadiz
                           Indebtedness and CVDC  Indebtedness to be immediately
                           due and payable;

                  (2)      settle or adjust  disputes and claims  directly  with
                           account  debtors for amounts and upon terms which the
                           Lender  considers  advisable,  and in such cases, the
                           Lender will credit  Borrowers'  account with only the
                           net amounts received by the Lender in payment of such
                           disputed accounts after deducting all amounts payable
                           by or to the  Lender  hereunder  or under  any of the
                           other Credit Documents in connection therewith;

                  (3)      without  notice to or demand  upon  either  Borrower,
                           make such  payments  and do such  acts as the  Lender
                           considers  necessary or reasonable in its  reasonable
                           discretion  to protect its security  interests in its
                           collateral  agrees to assemble the collateral  (other
                           than the real  property)  if the Lender so  requires,
                           and to make the collateral available to the Lender at
                           a place  that  the  Lender  may  designate  which  is
                           reasonably  convenient  to  both  parties.  Borrowers
                           authorize the Lender to enter the premises  where any
                           of its  collateral  is located,  to take and maintain
                           possession of the collateral,  or any part of it, and
                           to pay,  purchase,  contest,  or compromise  any Lien
                           that  in  the  Lender's   determination   appears  to
                           conflict   with  the   Lender's   Liens  as  provided
                           hereunder or under any of the Credit Documents and to
                           pay all  reasonable  expenses  incurred in connection
                           therewith and to charge Borrowers'  account therefor.
                           With  respect  to any of  each  Borrower's  owned  or
                           leased premises, each such Borrower hereby grants the
                           Lender a license  to enter  into  possession  of such
                           premises and to occupy the same,  without charge,  in
                           order  to  exercise  any of the  Lender's  rights  or
                           remedies  provided  herein,  under any  other  Credit
                           Document, at law, in equity, or otherwise;

                  (4)      without  notice  to  either  of the  Borrowers  (such
                           notice   being   expressly   waived),   and   without
                           constituting   a  retention  of  any   collateral  in
                           satisfaction of an obligation  (within the meaning of
                           the Uniform  Commericial  Code), set off and apply to
                           the Cadiz  Indebtedness and CVDC Indebtedness any and
                           all (a) balances and deposits of the Borrower held by
                           the Lender  (including  any  amounts  received in any
                           cash management account),  or (b) any indebtedness at
                           any time owing to or for the credit or the account of
                           either of the Borrowers by the Lender;

                  (5)      to the  extent  of the  Cadiz  Indebtedness  and CVDC
                           Indebtedness which have become due and payable, hold,
                           as cash collateral, any and all balances and deposits
                           of  Borrowers  held by the  Lender,  and any  amounts


                                       35
<PAGE>


                           received in any cash management  accounts,  to secure
                           the  full and  final  repayment  of all of the  Cadiz
                           Indebtedness and CVDC Indebtedness;

                  (6)      ship,  reclaim,  recover,  store,  finish,  maintain,
                           repair,  prepare for sale,  advertise  for sale,  and
                           sell  (in  the  manner   provided   for  herein)  the
                           collateral  held by the Lender.  The Lender is hereby
                           granted  a  license  or other  right to use,  without
                           charge, each Borrower's labels, patents,  copyrights,
                           trade  secrets,  trade  names,  trademarks,   service
                           marks, and advertising  matter,  or any property of a
                           similar nature, as it pertains to such collateral, in
                           completing  production of,  advertising for sale, and
                           selling any  collateral  and each  Borrower's  rights
                           under all licenses and all franchise agreements shall
                           inure to the Lender's benefit;

                  (7)      sell any of the  collateral  at  either  a public  or
                           private  sale,  or  both,  by  way  of  one  or  more
                           contracts or  transactions,  for cash or on terms, in
                           such  manner  and at such  places  (including  any of
                           either Borrower's  premises) as the Lender determines
                           is commercially reasonable.  It is not necessary that
                           any collateral be present at any such sale;

                  (8)      the Lender  shall give notice of the  disposition  of
                           the  collateral  as  follows:  (A) Lender  shall give
                           Borrowers  a notice in  writing of the time and place
                           of public sale,  or, if the sale is a private sale or
                           some other disposition other than a public sale is to
                           be made  of such  collateral,  the  time on or  after
                           which the private sale or other  disposition is to be
                           made;   and  (B)  the  notice  shall  be   personally
                           delivered,  or mailed,  postage prepaid, to Borrowers
                           as  provided  in Section 12 hereof,  at least 10 days
                           (or, in the case of a mailed notice,  13 days) before
                           the  earliest  time of  disposition  set forth in the
                           notice;  no  notice  needs to be  given  prior to the
                           disposition of any portion of the collateral  that is
                           perishable or threatens to decline  speedily in value
                           or that is of a type customarily sold on a recognized
                           market;

                  (9)      the Lender may credit bid and  purchase at any public
                           sale;

                  (10)     the Lender may seek the  appointment of a receiver or
                           keeper to take  possession  of all or any  portion of
                           the collateral or to operate same and, to the maximum
                           extent  permitted by law, may seek the appointment of
                           such a receiver  without the requirement of a hearing
                           upon  five  (5)  business  days  written   notice  to
                           Borrowers;

                  (11)     the Lender  shall have all other  rights and remedies
                           available  at law or in  equity  or  pursuant  to any
                           other Credit Document;

                  (12)     any deficiency  that exists after  disposition of the
                           collateral as provided above will be paid immediately
                           by the Borrowers. Any excess will be


                                       36
<PAGE>


                           returned,  without interest and subject to the rights
                           of third Persons, by the Lender to Borrowers; and

                  (13)     (a) the Lender  shall  have the right to receive  any
                           and all cash dividends paid in respect of any pledged
                           equity interests and make application  thereof to the
                           obligations in such order as it may determine and (b)
                           at the  request  of the  Lender,  all  shares  of the
                           pledged collateral shall be registered in the name of
                           the  Lender  or its  nominee,  and the  Lender or its
                           nominee  may  thereafter  exercise  (i)  all  voting,
                           corporate or other rights  pertaining  to such shares
                           of any pledged  stock at any meeting of  shareholders
                           of any of the issuers or otherwise;  and (ii) any and
                           all rights of conversion,  exchange, subscription and
                           any other rights, privileges or options pertaining to
                           such shares of any pledged equity  interests as if it
                           were the absolute owner thereof  (including,  without
                           limitation,  the right to exchange at its  discretion
                           any and all of the pledged equity  interests upon the
                           merger,        consolidation,         reorganization,
                           recapitalization  or other fundamental  change in the
                           corporate  structure of any of such issuers,  or upon
                           the  exercise by the  Borrowers  or the Lender of any
                           right,  privilege or option pertaining to such shares
                           of the pledged  equity  interests,  and in connection
                           therewith,  the right to deposit  and deliver any and
                           all  of  the  pledged   equity   interests  with  any
                           committee,  depository,  transfer agent, registrar or
                           other   designated   agency   upon  such   terms  and
                           conditions   as  it  may   determine),   all  without
                           liability  except to account  for  property  actually
                           received by it, but the Lender  shall have no duty to
                           exercise  any such  right,  privilege  or option  and
                           shall not be responsible  for any failure to do so or
                           delay in so doing.

The rights and  remedies of the Lender  under this  Agreement,  the other Credit
Documents,  and all other agreements shall be cumulative.  The Lender shall have
all other rights and remedies not  inconsistent  herewith as provided  under the
Uniform  Commercial Code, by law, or in equity. No exercise by the Lender of one
right or remedy shall be deemed an election,  and no waiver by the Lender of any
Event of Default or  Additional  Event of Default  shall be deemed a  continuing
waiver.  No  delay  by the  Lender  shall  constitute  a  waiver,  election,  or
acquiescence  by it.  Except  as  expressly  provided  above  in  this  Section,
presentment, demand, protest, notice of intent to accelerate the maturity of the
Loan  Obligations,   notice  of  acceleration  of  the  maturity  of  the  Cadiz
Indebtedness and CVDC  Indebtedness and all other notices of any kind are hereby
expressly waived. The rights of the Lender hereunder shall not be conditioned or
contingent  upon the  pursuit by the Lender of any right or remedy  against  the
Borrowers or against any other  Person which may be or become  liable in respect
of all or any part of the Cadiz  Indebtedness  and CVDC  Indebtedness or against
any other collateral  security  therefor,  guarantee  thereof or right of offset
with respect thereto.  The Lender shall not be liable for any failure to demand,
collect or realize upon all or any part of any collateral held on account of the
Cadiz Indebtedness and CVDC Indebtedness or for any delay in doing so, nor shall
it be under any obligation to sell or otherwise  dispose of any such  collateral
upon the  request  of the  Borrowers  or any  other  Person or to take any other
action whatsoever with regard to such collateral or any part thereof.


                                       37
<PAGE>


         N.       PAYMENTS  RECEIVED  ON  ACCOUNT  OF ANY OF  EITHER  BORROWER'S
ASSETS OR PROPERTY  RIGHTS.  In addition  to any other  prepayment  requirements
contained  in the  Credit  Documents  and the  Revolving  Loan  Documents,  each
Borrower hereby  covenants and agrees that it shall remit directly to Lender all
payments or proceeds  that such  Borrower  receives  (or obtains the benefit of)
with respect to, on account of, or related to such  Borrower's  assets or rights
to assets as a  mandatory  repayments  of the of Term Loan  Obligations  and the
Revolving Loan  Obligations,  which repayments shall be applied in the following
order:

                           (A)      then due and  payable  interest  under,  the
                                    Revolving Loan Obligations;

                           (B)      the principal amounts outstanding under, the
                                    Revolving Loan Obligations;

                           (C)      then  due  and   payable   interest  in  the
                                    following  order, (i) the L/C Loan, (ii) the
                                    1995 Loan, (iii) the CVDC Loan, and (iv) the
                                    Cadiz Loan;

                           (D)      the principal amounts  outstanding under, in
                                    the following  order, (i) the L/C Loan, (ii)
                                    the 1995 Loan, (iii) the CVDC Loan, and (iv)
                                    the Cadiz Loan;

                           (E)      then all other  Revolving  Loan  Obligations
                                    and other  amounts  due under the  Revolving
                                    Loan Documents; and

                           (F)      then all  other  Term Loan  Obligations  and
                                    other   amounts   due   under   the   Credit
                                    Documents.

Amounts  so  prepaid  in  respect  of the  Revolving  Loans (as  defined  in the
Revolving  Loan  Agreement) may not be  reborrowed.  Any such  prepayment of the
Revolving  Loans shall  permanently  reduce the  Commitments  (as defined in the
Revolving Loan Agreement).

         O.       CERTAIN COVENANTS REGARDING EXPRESSIONS OF INTEREST. Until all
principal of and interest on each Loan Obligation and all fees payable hereunder
shall have been paid in full, each Borrower covenants and agrees with the Lender
that each Borrower shall promptly  provide the Lender with written  notification
of any offers or written  indications of interest  concerning or relating to the
purchase,  directly or indirectly, of any of the Collateral or any of Borrowers'
businesses as soon as practicable with all relevant  information  concerning any
such offer or indication of interest.

         SECTION 8. REGISTRATION AND INVESTOR RIGHTS.

                  Cadiz hereby  agrees that all common  stock of Cadiz,  each of
the Warrant Certificates and the Revolving Warrants,  the Preferred  Certificate
of Designation and their respective  underlying shares issued at any time, along
with all  Common  Stock  of the  Cadiz  Borrower  issued  at any  time  upon the
conversion of the any Cadiz Series F Preferred Stock, in


                                       38
<PAGE>


each  case,  whether  before or after the date  hereof,  under any of the Credit
Documents,  the Sixth Global Amendment Agreement, the Sixth Agreement Documents,
the Revolving Loan Documents shall be accorded the registration  rights by Cadiz
as set forth in, as the case may be, the Registration Rights Agreement.

         SECTION 9. GENERAL RELEASE.

                  In consideration of the amendments, waivers, consents, and the
other  terms  and  provisions  of this  Agreement  and the  other  Sixth  Global
Agreement Documents, each Borrower, on behalf of itself, its agents, successors,
assigns, subsidiaries,  partners and Affiliates hereby fully release and forever
discharge Lender and Lender's agents, consultants,  heirs, successors,  assigns,
Affiliates, directors, officers, employees, shareholders,  executives, servants,
attorneys, accountants, representatives and other related persons (collectively,
the  "RELEASED  PARTIES")  from any and all rights,  claims,  demands,  actions,
causes of action,  costs,  losses,  suits,  liens,  debts,  damages,  judgments,
executions and demands of every nature, kind and description whatsoever, whether
now known or unknown, either at law, in equity or otherwise, which Cadiz, in its
own  capacity  and as  successor  by  merger  to CVDC,  or any of their  agents,
successors,  assigns,  subsidiaries,  partners and/or Affiliates ever had or may
have  against  Lender  or  the  other  Released  Parties,   including,   without
limitation,  all claims arising under or in connection with the Cadiz Loan, CVDC
Loan, Reimbursement Agreement, 1995 Loan, the Security Documents, the Guarantee,
and/or the other Credit Documents and/or in connection with the dealings between
the parties up to and including the closing of the transactions  contemplated in
this  Agreement  and all claims  which have arisen or may arise in any other way
whatsoever;  provided that nothing  herein shall be deemed to release  Lender or
any other Released Party from any liability or obligations arising in connection
with facts or  circumstances  which  occur or arise for the first time after the
Effective Date of the transaction contemplated by this Agreement.

                  It is further understood and agreed that the foregoing general
release  extends  to all  claims of every  kind and  nature  whatsoever,  known,
suspected or unsuspected,  liquidated or contingent, foreseen or unforeseen, and
Cadiz,  on behalf  of  itself  and as  successor  by  merger to CVDC,  and their
respective agents, successors,  assigns,  subsidiaries,  partners and Affiliates
hereby waive all rights under Section 1542 of the California Civil Code. Section
1542 of the California Civil Code provides as follows:

                  "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS  WHICH
                  THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
                  FAVOR AT THE TIME OF EXECUTING THE RELEASE,  WHICH IF
                  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED  HIS
                  SETTLEMENT WITH DEBTOR."

         SECTION 10. WAIVER OF ANTI-DEFICIENCY PROTECTION.

                  Cadiz  hereby  waives,  as to this  Agreement  and any and all
Credit Documents heretofore executed in connection with the Cadiz Loan, the CVDC
Loan, the Guarantee, the


                                  39
<PAGE>


Reimbursement  Agreement,  the 1995 Loan, and/or the Security Documents, and any
and all the Sixth Global Agreement Documents,  any defense,  protection or right
under:

                  (a)      California  Code of Civil  Procedure  ("CCP") Section
                           580(d)  concerning  the bar  against  rendition  of a
                           deficiency  judgment after  foreclosure under a power
                           of sale;

                  (b)      CCP Section 580(a)  purporting to limit the amount of
                           a deficiency judgment which may be obtained following
                           exercise  of a power of sale  under a deed of  trust;
                           and

                  (c)      CCP Section 726 concerning  exhaustion of collateral,
                           the form of foreclosure  proceedings  with respect to
                           real  property  security  located in  California  and
                           otherwise   limiting   the  amount  of  a  deficiency
                           judgment which may be recovered following  completion
                           of judicial  foreclosure  by  reference  to the "fair
                           value" of the foreclosed collateral.

         SECTION 11. ADVICE OF COUNSEL.

                  Each of the parties acknowledges that it has entered into this
Agreement and the other Sixth Global Agreement Documents voluntarily and that it
has had the full  opportunity  to obtain  and  consult  with  counsel of its own
choice to advise it in the negotiations for, and in execution of, this Agreement
and the documents to be executed  pursuant  hereto.  Each of the parties further
acknowledges  that it has read  this  Agreement,  that it is fully  aware of the
contents of this  Agreement and the other Sixth Global  Agreement  Documents and
their legal effect and that it has not relied upon any advice, representation or
warranty of any kind whatsoever from the other party or its counsel.

         SECTION 12. NOTICES.

                  All  notices,   elections,   consents,   approvals,   demands,
objections,  requests or other  communications which the parties may be required
or desire to give pursuant to, under, or by virtue of this Agreement,  the other
Sixth Global Agreement Documents,  or in the Credit Documents must be in writing
and sent by (a) personal delivery,  (b) overnight courier service, (c) certified
mail,  return  receipt  requested,  postage  prepaid,  or (d)  telecopy or other
facsimile  transmission  (provided  that if sent by telecopy or other  facsimile
transmission,  such must also sent by express mail or courier (for next business
day delivery)), addressed as follows:


                                       40
<PAGE>


                  if to either of the Borrowers, to it at:

                           Cadiz Inc.
                           Attn:  Chief Financial Officer
                           777 S.  Figueroa Street
                           Suite 4250
                           Los Angeles, California 90017
                           Telephone No.:   213-271-1600
                           Facsimile No.:   213 271-1614

                  with a copy to:

                           Howard Unterberger, Esq.
                           Miller & Holguin
                           1801 Century Park East
                           Seventh Floor
                           Los Angeles, CA 90067
                           Telephone No.:   310-556-1990
                           Facsimile No.:   310-557-2205

                  if to the Lender, to it at:

                           ING Capital, LLC
                           1325 Avenue of the Americas
                           New York, New York  10019
                           Attention: Joan Chiappe, Vice President, Pam Kaye and
                           Annette Miller-Lewis and Norma Cruz
                           Reference:  Cadiz
                           Telephone No.:   646-424-6000
                           Facsimile No.:   646- 424 8260

                  with a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, New York 10038
                           Attention: Michael J. Edelman, Esq.
                           Telephone No.:   212-504-6000
                           Facsimile No.:   212-504-6666

The parties may  designate  another  addressee or change its address for notices
and other communications hereunder by a notice given to the other parties in the
manner  provided  in this  paragraph.  A notice or other  communication  sent in
compliance  with the  provisions  of this  paragraph  shall be deemed  given and
received on the date it is delivered  to the other party by  telecopy,  personal
delivery,  overnight  courier  service,  or certified  mail.


                                       41
<PAGE>


         SECTION 13. CREDIT DOCUMENTS REMAIN BINDING EXCEPT AS EXPRESSLY AMENDED
OR MODIFIED BY SIXTH GLOBAL AGREEMENT DOCUMENTS.

                  Except as specifically and expressly provided herein and/or in
the other Sixth Global  Agreement  Documents,  the Credit Documents shall remain
unchanged and in full force and effect.  Without limiting the obligations of the
Borrowers  under any of the Credit  Documents,  as  amended by the Sixth  Global
Agreement  Documents,  each Borrower,  jointly and  severally,  agrees to pay or
reimburse  the  Lender  on demand  for all  reasonable  out-of-pocket  costs and
expenses of the Lender (including,  without limitation,  the reasonable fees and
expenses  of  counsel  to  the  Lender)  in  connection  with  the  negotiation,
preparation,  execution  and  delivery of this  Agreement  and the Sixth  Global
Agreement Documents.

         SECTION 14. GOVERNING LAW; DISPUTE RESOLUTION.

         A.       THIS  AGREEMENT,  THE RIGHTS AND  OBLIGATIONS  OF THE  PARTIES
UNDER THIS AGREEMENT,  AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY),  INCLUDING ALL
MATTERS OF  CONSTRUCTION,  VALIDITY  AND  PERFORMANCE,  SHALL IN ALL RESPECTS BE
GOVERNED BY AND  INTERPRETED,  CONSTRUED AND DETERMINED IN ACCORDANCE  WITH, THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PROVISION  THAT  WOULD  REQUIRE  THE   APPLICATION  OF  THE  LAW  OF  ANY  OTHER
JURISDICTION).

         B.       Each of the  Borrowers and the Lender submit to and accept the
exclusive jurisdiction of any United States federal court sitting in the Central
District of California or any other court of appropriate jurisdiction sitting in
the County of Los Angeles,  City of Los Angeles with respect to any action, suit
or proceeding arising out of or based upon this Agreement or any matter relating
hereto and waives any  objection  it may have to the laying of venue in any such
court or that  such  court is an  inconvenient  forum or does not have  personal
jurisdiction over it. Each of the Borrowers and the Lender agree that service of
process in any such action,  suit or  proceeding  may be validly made upon it by
certified or registered U.S. Mail, postage prepaid,  to the address set forth in
Section 11. Each of the parties  hereto waives any right it may have to trial by
jury in any proceeding  arising out of this Agreement.  The Parties  irrevocably
agree that,  should either Party institute any legal action or proceeding in any
jurisdiction  (whether  for an  injunction,  specific  performance,  damages  or
otherwise) in relation to this Agreement, no immunity (to the extent that it may
at any time exist, whether on the grounds of sovereignty or otherwise) from such
action or proceeding shall be claimed by it or on its behalf,  any such immunity
being hereby  irrevocably  waived, and each Party irrevocably agrees that it and
its assets are,  and shall be,  subject to such legal  action or  proceeding  in
respect of its obligations under this Agreement.


                                       42
<PAGE>


         SECTION 15. METHOD OF PAYMENTS.

                  All payments  made by either of the Borrowers to the Lender on
account of the Term Loan Obligations shall be made in the lawful currency of the
United States of America by wire transfer of immediately  available funds to the
Lender in accordance with the wire  instructions set forth on SCHEDULE A hereto.

         SECTION 16. MISCELLANEOUS.

         A.       SURVIVAL. All representations, warranties, covenants and other
provisions  made by the parties  hereto shall be  considered to have been relied
upon by the parties  hereto and shall  survive the  execution,  performance  and
delivery of this Agreement.

         B.       SUCCESSORS  AND ASSIGNS.  This  Agreement  and the other Sixth
Global Agreement Documents,  including, without limitation, the representations,
warranties,  covenants and  indemnities  contained  herein or in the other Sixth
Global Agreement  Documents,  as the case may be, (i) shall inure to the benefit
of and be enforceable by the parties hereto and their respective  successors and
permitted  assigns,  and (ii) shall be binding upon and enforceable  against the
parties hereto and their respective successors and assigns.

         C.       FURTHER  ASSURANCES.  Each of the  parties  hereto  agrees  to
execute  and  deliver,  or to  cause  to be  executed  and  delivered,  all such
instruments,  and to take all such  action,  as the other  party may  reasonably
request in order to  consummate  the  transactions  and  transfers  contemplated
hereunder and to effectuate the intent and purposes of this Agreement.

         D.       COUNTERPART  EXECUTION;  TELECOPIES.  This  Agreement  may  be
executed in one or more counterparts, each of which shall be an original but all
of which,  taken  together,  shall  constitute one agreement  binding all of the
parties hereto.  Transmission  by telecopier of an executed  counterpart of this
Agreement  shall be deemed to  constitute  due and  sufficient  delivery of such
counterpart,  and the parties  hereto  hereby  agree to deliver to each other an
original of such counterpart promptly after delivery of the facsimile.

         E.       AMENDMENTS; WAIVERS. (1) No amendment of any provision of this
Agreement or any other Sixth Global Agreement Document shall be effective unless
it is in writing and signed by the Lender and the Borrowers and no waiver of any
provision of this Agreement or any other Sixth Global  Agreement  Document,  nor
consent to any  departure  by the Lender or the  Borrowers  therefrom,  shall be
effective unless it is in writing and signed by the party affected thereby,  and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

                  (2)      No failure on the part of any party to exercise,  and
no delay in  exercising,  any right  hereunder  or under any other Sixth  Global
Agreement  Document shall operate as a waiver  thereof by such party,  nor shall
any single or partial exercise of any right hereunder or thereunder, as the case
may be,  preclude any other or further  exercise  thereof or the exercise of any
other  right.  The rights and remedies of each party  provided  herein or in the
other Sixth Global  Agreement  Documents (x) are  cumulative and are in addition
to, and not exclusive of,


                                       43
<PAGE>


any rights or remedies provided by law (except as otherwise  expressly set forth
herein) and (y) are not  conditional  or contingent on any attempt by such party
to exercise any of its rights under any other related document against the other
party or any other entity.

         F.       INTEGRATION.   This  Agreement  and  the  other  Sixth  Global
Agreement  Documents  constitute the entire agreement and understanding  between
the parties  hereto with respect to the subject  matter hereof and supersede all
prior agreements,  understandings or  representations  pertaining to the subject
matter hereof, whether oral or written.

         G.       SEVERABILITY.  Any provision of this Agreement that is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering invalid or unenforceable the remaining provisions of this Agreement or
affecting the validity or  enforceability of any provisions of this Agreement in
any other jurisdiction.

         H.       CONFLICT. In the event that any of the terms and provisions of
this Agreement conflicts with any of the terms and provisions of the other Sixth
Global Agreement Documents, the terms and provisions of this Agreement shall, as
between Lender and Borrowers,  govern and control.  In the event that any of the
terms and provisions of the Sixth Global Agreement  Documents conflicts with any
of the  terms  and  provisions  of the  other  Credit  Documents,  the terms and
provisions of the Sixth Global Agreement  Documents shall, as between Lender and
Borrowers, govern and control.

         I.       COSTS  BORNE  BY  NON-PREVAILING  PARTY.  In the  event of any
dispute with respect to this Agreement,  the prevailing  party shall be entitled
to recover  from the  non-prevailing  party all costs and  attorneys'  fees.  J.
CAPTIONS;  PARAGRAPH  HEADINGS.  The captions and paragraph headings used herein
are for convenience only and shall not be used to interpret any term hereof.


                                       44
<PAGE>


                  IN WITNESS WHEREOF, the Lender and the Borrowers have executed
this Agreement by their duly authorized  officers as of the date first set forth
above.


                                           CADIZ INC., as a Borrower



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


                                           CADIZ REAL ESTATE LLC, as a Borrower



                                           By:  /s/ Richard E. Stoddard
                                               ---------------------------------
                                               Name: Richard E. Stoddard
                                               Title: Manager


                                           ING CAPITAL, LLC, as Lender



                                           By:  /s/ Geoffrey W. Arens
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


SCHEDULE A:       WIRE INSTRUCTIONS FOR ING AS THE LENDER

                  JPMorgan Chase Bank
                  New York, New York
                  ABA No.:  021 000 021
                  Account No.:  066297311
                  Account Name:  ING Capital
                  Attention:  J. Chiappe
                  Reference:  Cadiz


                                       2
<PAGE>


SCHEDULE B:       LENDER'S LOANS


                  ------------------------------- -------------------------
                  Term Loan Obligations           Principal Balance on
                                                  December 15, 2003(1)
                  ------------------------------- -------------------------
                  Cadiz Loan                      $  3,103,860.02
                  CVDC Loan                       $  3,299,488.32
                  L/C Loan                        $    719,494.90
                  1995 Loan                       $  2,972,224.97
                  TOTALS                          $10,095,068.21
                  ------------------------------- -------------------------


----------
(1)      This  chart  does  not  reflect  the  reduction,  effective  as of  the
Restructuring  Effective Date, of $95,068.21 to the principal  amount of the L/C
Loan as set forth in Section 7(E) hereof. On the  Restructuring  Effective Date,
after giving effect to such reduction,  (a) the outstanding principal balance on
the L/C Loan shall be $624,426.69  and (b) principal  amount  outstanding on the
Term Notes shall be equal to the aggregate amount of $10,000,000.


                                       3
<PAGE>


              TABLE OF EXHIBITS TO SIXTH GLOBAL AMENDMENT AGREEMENT


EXHIBIT A         Cadiz Series F Preferred Stock Certificate
EXHIBIT B         Cash Collateral Account Agreement"
EXHIBIT C         Consent to Cadiz/Sun World Lease
EXHIBIT D         Consent to Sun World Settlement
EXHIBIT E         CRE Grant Deed
EXHIBIT F         CRE LLC Agreement
EXHIBIT G         New Cadiz/Sun World Lease
EXHIBIT H         Preferred Stock Certificate of Designations
EXHIBIT I         Registration Rights Agreement
EXHIBIT J         Sun World Settlement
EXHIBIT K         Sixth Amended and Restated CVDC Note
EXHIBIT L         Sixth Modification of the First CVDC Deed of Trust
EXHIBIT M         Sixth Modification of the Cadiz Second Deed of Trust
EXHIBIT N         Sixth Modification of the Cadiz Second Deed of Trust
EXHIBIT O         Sixth Amended and Restated Cadiz Note
EXHIBIT P         Sixth Modification of the Cadiz First Deed of Trust
EXHIBIT Q         Sixth Modification of the Second CVDC Deed of Trust
EXHIBIT R         Sixth Amended and Restated Reimbursement Agreement
EXHIBIT S         Sixth Modification of the Cadiz Third Deed of Trust
EXHIBIT T         Sixth Modification of the Third CVDC Deed of Trust
EXHIBIT U         Sixth Modification of Cadiz Third Assignment
EXHIBIT V         Sixth Modification of Third CVDC Security Agreement
EXHIBIT W         Sixth Amended and Restated 1995 Note
EXHIBIT X         Sixth Modification of the Cadiz Fourth Deed of Trust
EXHIBIT Y         Sixth Modification of the Fourth CVDC Deed of Trust
EXHIBIT Z         Pledge and Security Agreement for 1995 Note
EXHIBIT AA        Fifth Modification of the Cadiz Deed of Trust (PSWRI)
EXHIBIT BB        Fifth Modification of the Cadiz Deed of Trust (SWFG)
EXHIBIT CC        Fourth Modification of the Cadiz Seventh Deed of Trust (Piute)
EXHIBIT DD        Purchaser Certificate
EXHIBIT EE        Borrowers' Counsel Opinions


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exhibit10-12.txt
<TEXT>
                                                                   EXHIBIT 10.12

                                ING CAPITAL, LLC

                       AMENDED AND RESTATED TRANCHE A NOTE


$15,020,000.00                                    Dated as of September 30, 2003



         FOR VALUE  RECEIVED,  each of (a) CADIZ INC. (f/k/a Cadiz Land Company,
Inc.)  ("CADIZ"),  a Delaware  corporation and (b) CADIZ REAL ESTATE LLC ("CRE",
and along with Cadiz, collectively,  the "BORROWERS",  and each individually,  a
"BORROWER"),  a Delaware limited liability company,  promise to pay, jointly and
severally,  to the order of ING CAPITAL, LLC (the "TRANCHE A LENDER") (f/k/a ING
Baring (U.S.) Capital LLC, a Delaware limited liability  company),  as agent for
Middenbank  Curacao N.V., at the place and in the currency and manner designated
in the Credit Agreement  referred to below, in immediately  available funds, the
principal sum of FIFTEEN MILLION AND TWENTY THOUSAND  Dollars  ($15,020,000.00),
in lawful  money of the United  States of  America,  and to pay  interest on the
unpaid principal amount of such Tranche A Loans at the place and in the currency
and manner  designated  in the Credit  Agreement,  for the period  commencing on
September 30, 2003 until such Tranche A Loan shall be paid in full, at the rates
per annum and on the dates provided in the Credit Agreement.

         The date, amount,  prepayment,  interest rate and maturity date of each
Tranche A Loan made by the Tranche A Lender to the  Borrowers,  and each payment
made on account of the  principal  thereof,  shall be  recorded by the Tranche A
Lender on its books and, prior to any transfer of this Tranche A Note,  endorsed
by the  Tranche A Lender on the  schedule  attached  hereto or any  continuation
thereof,  provided  that the  failure  of the  Tranche A Lender to make any such
recordation or endorsement  shall not affect the  obligations of the Borrower to
make a payment  when due of any  amount  owing  under the  Credit  Agreement  or
hereunder in respect of the Tranche A Loans made by the Tranche A Lender.

         This  Tranche A Note is one of the  Tranche A Notes  referred to in the
Sixth Amended and Restated  Credit  Agreement  dated as of December 15, 2003 (as
modified,  supplemented,  amended and  restated and in effect from time to time,
the "CREDIT  AGREEMENT")  among  Borrowers,  the Lenders party thereto,  and ING
Capital, LLC, as Administrative Agent, and evidences Tranche A Loans made by the
Tranche A Lender  thereunder.  Terms used but not defined in this Tranche A Note
have the respective meanings assigned to them in the Credit Agreement.

         Any holder of this  Tranche A Note shall have all rights  provided to a
Tranche A Lender under the Credit Agreement.

         The Credit  Agreement  provides for the acceleration of the maturity of
this Tranche A Note upon the occurrence of certain events and for prepayments of
Loans upon the terms and conditions specified therein.


<PAGE>


         Except as  permitted  by  Section  9.04 of the Credit  Agreement,  this
Tranche A Note may not be assigned by the Tranche A Lender to any other Person.

         This Tranche A Note includes the indebtedness  heretofore  evidenced by
that certain  Tranche A Note dated  November 25, 1997,  as amended and in effect
prior to the date  hereof,  made by Cadiz,  as  Borrower,  in favor of Tranche A
Lender in the  principal  amount of  Fifteen  Million  and  00/100  Dollars  (US
$15,000,000.00)  (the "PRIOR  NOTE") and this Tranche A Note amends and restates
the Prior Note in its entirety.

         The  obligations  of the  Borrowers  under  this  Tranche A Note  shall
constitute  one joint and several  direct and general  obligation  of all of the
Borrowers.  Notwithstanding  anything to the contrary contained herein,  each of
the Borrowers shall be jointly and severally, with the other Borrower,  directly
and unconditionally liable to the Tranche A Lender for all obligations hereunder
and shall have the obligations of co-maker with respect to this ` Tranche A Note
and the  obligations  hereunder,  it  being  agreed  that the  advances  to each
Borrower inure to the benefit of all Borrowers, and that the Tranche A Lender is
relying on the joint and several  liability  of the  Borrowers  as  co-makers in
extending  and  continuing  the  extension  of the  Tranche  A Note as  provided
hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity,  by acceleration or
otherwise) of any principal of, or interest on, this Note payable to the Tranche
A Lender, it will forthwith pay the same, without notice or demand.


                                       2
<PAGE>


         This Tranche A Note shall be governed by, and  construed in  accordance
with,  the law of the State of California.  EACH PARTY HERETO HEREBY WAIVES,  TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY  IN ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
RELATING TO THIS NOTE OR THE TRANSACTIONS  CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES  THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO OR TO THE OR TO THE
CREDIT AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
OR PARTY WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING
WAIVER  AND (B)  ACKNOWLEDGES  THAT IT AND THE  OTHER  PARTIES  HERETO OR TO THE
CREDIT  AGREEMENT HAVE BEEN INDUCED TO ENTER INTO, AS APPLICABLE,  THIS NOTE AND
THE CREDIT  AGREEMENT BY, AMONG OTHER THINGS,  THE FOREGOING  MUTUAL WAIVERS AND
CERTIFICATIONS.


                                       CADIZ INC., a Delaware corporation, as a
                                       Borrower



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


                                       CADIZ REAL ESTATE LLC, a Delaware limited
                                       liability company, as a Borrower



                                       By:   /s/ Richard E. Stoddard
                                            --------------------------------
                                            Name:  Richard E. Stoddard
                                            Title: Manager


                                       2
<PAGE>


                           SCHEDULE OF TRANCHE A LOANS


         This  Tranche  A  Note  evidences   Tranche  A  Loans  made  under  the
within-described  Credit  Agreement  to  the  Borrowers,  on the  dates,  in the
principal  amounts set forth below,  subject to the payments and  prepayments of
principal set forth below:


                    PRINCIPAL        AMOUNT    UNPAID
                    AMOUNT           PAID OR   PRINCIPAL        NOTATION
DATE                OF LOAN          PREPAID   AMOUNT           MADE BY
-----               -------          -------   ------           -------

As of date hereof   $15,000,000.00   $0.00     $15,000,000.00   As agreed by all
                                                                parties

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>exhibit10-13.txt
<TEXT>
                                                                   EXHIBIT 10.13

                                ING CAPITAL, LLC

                       AMENDED AND RESTATED TRANCHE B NOTE


$10,000,000.00                                    Dated as of September 30, 2003
                                                  New York, New York


         FOR VALUE  RECEIVED,  each of (a) CADIZ INC. (f/k/a Cadiz Land Company,
Inc.)  ("CADIZ"),  a Delaware  corporation and (b) CADIZ REAL ESTATE LLC ("CRE",
and along with Cadiz, collectively,  the "BORROWERS",  and each individually,  a
"BORROWER"),  a Delaware limited liability company,  promise to pay, jointly and
severally,  to the order of ING CAPITAL, LLC (the "TRANCHE B LENDER") (f/k/a ING
Baring (U.S.) Capital LLC, a Delaware limited liability  company),  as agent for
Middenbank  Curacao N.V., at the place and in the currency and manner designated
in the Credit Agreement  referred to below, in immediately  available funds, the
principal sum of TEN MILLION  Dollars  ($10,000,000.00),  in lawful money of the
United States of America,  and to pay interest on the unpaid principal amount of
such Tranche B Loans at the place and in the currency and manner  designated  in
the Credit Agreement, for the period commencing on September 30, 2003 until such
Tranche  B Loan  shall be paid in full,  at the rates per annum and on the dates
provided in the Credit Agreement.

         The date, amount,  prepayment,  interest rate and maturity date of each
Tranche B Loan made by the Tranche B Lender to the  Borrowers,  and each payment
made on account of the  principal  thereof,  shall be  recorded by the Tranche B
Lender on its books and, prior to any transfer of this Tranche B Note,  endorsed
by the  Tranche B Lender on the  schedule  attached  hereto or any  continuation
thereof,  provided  that the  failure  of the  Tranche B Lender to make any such
recordation or endorsement  shall not affect the  obligations of the Borrower to
make a payment  when due of any  amount  owing  under the  Credit  Agreement  or
hereunder in respect of the Tranche B Loans made by the Tranche B Lender.

         This  Tranche B Note is one of the  Tranche B Notes  referred to in the
Sixth Amended and Restated  Credit  Agreement  dated as of December 15, 2003 (as
modified,  supplemented,  amended and  restated and in effect from time to time,
the "CREDIT  AGREEMENT")  among  Borrowers,  the Lenders party thereto,  and ING
Capital, LLC, as Administrative Agent, and evidences Tranche B Loans made by the
Tranche B Lender  thereunder.  Terms used but not defined in this Tranche B Note
have the respective meanings assigned to them in the Credit Agreement.

         Any holder of this  Tranche B Note shall have all rights  provided to a
Tranche B Lender under the Credit Agreement.

         The Credit  Agreement  provides for the acceleration of the maturity of
this Tranche B Note upon the occurrence of certain events and for prepayments of
Loans upon the terms and conditions specified therein.


<PAGE>


         Except as  permitted  by  Section  9.04 of the Credit  Agreement,  this
Tranche B Note may not be assigned by the Tranche B Lender to any other Person.

         This Tranche B Note includes the indebtedness  heretofore  evidenced by
that certain Tranche B Note dated March 8, 2002, made by Cadiz, as Borrower,  in
favor of  Tranche B Lender in the  principal  amount of Ten  Million  and 00/100
Dollars (US  $10,000,000.00)  (the "PRIOR  NOTE") and this Tranche B Note amends
and restates the Prior Note in its entirety.

         The  obligations  of the  Borrowers  under  this  Tranche B Note  shall
constitute  one joint and several  direct and general  obligation  of all of the
Borrowers.  Notwithstanding  anything to the contrary contained herein,  each of
the Borrowers shall be jointly and severally, with the other Borrower,  directly
and unconditionally liable to the Tranche B Lender for all obligations hereunder
and shall have the obligations of co-maker with respect to this ` Tranche B Note
and the  obligations  hereunder,  it  being  agreed  that the  advances  to each
Borrower inure to the benefit of all Borrowers, and that the Tranche B Lender is
relying on the joint and several  liability  of the  Borrowers  as  co-makers in
extending  and  continuing  the  extension  of the  Tranche  B Note as  provided
hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity,  by acceleration or
otherwise) of any principal of, or interest on, this Note payable to the Tranche
B Lender, it will forthwith pay the same, without notice or demand.


                                       2
<PAGE>


         This Tranche B Note shall be governed by, and  construed in  accordance
with,  the law of the State of California.  EACH PARTY HERETO HEREBY WAIVES,  TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY  IN ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
RELATING TO THIS NOTE OR THE TRANSACTIONS  CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES  THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO OR TO THE OR TO THE
CREDIT AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
OR PARTY WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING
WAIVER  AND (B)  ACKNOWLEDGES  THAT IT AND THE  OTHER  PARTIES  HERETO OR TO THE
CREDIT  AGREEMENT HAVE BEEN INDUCED TO ENTER INTO, AS APPLICABLE,  THIS NOTE AND
THE CREDIT  AGREEMENT BY, AMONG OTHER THINGS,  THE FOREGOING  MUTUAL WAIVERS AND
CERTIFICATIONS.


                                       CADIZ INC., a Delaware corporation, as a
                                       Borrower



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


                                       CADIZ REAL ESTATE LLC, a Delaware limited
                                       liability company, as a Borrower



                                       By:   /s/ Richard E. Stoddard
                                            -----------------------------------
                                            Name:  Richard E. Stoddard
                                            Title: Manager


                                       3
<PAGE>


                           SCHEDULE OF TRANCHE B LOANS


         This  Tranche  B  Note  evidences   Tranche  B  Loans  made  under  the
within-described  Credit  Agreement  to  the  Borrowers,  on the  dates,  in the
principal  amounts set forth below,  subject to the payments and  prepayments of
principal set forth below:


                      PRINCIPAL         AMOUNT      UNPAID
                      AMOUNT            PAID OR     PRINCIPAL         NOTATION
DATE                  OF LOAN           PREPAID     AMOUNT            MADE BY
-----                 -------           -------     ------            -------

As of date hereof     $10,000,000.00    $0.00       $10,000,000.00    As agreed
                                                                      by all
                                                                      parties

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exhibit10-14.txt
<TEXT>


               LIMITED LIABILITY COMPANY AGREEMENT

                               OF

                      CADIZ REAL ESTATE LLC
             (a Delaware Limited Liability Company)

          THIS LIMITED LIABILITY COMPANY AGREEMENT is made as of
December 11, 2003, by and among Cadiz Inc., a Delaware
corporation and M. Solomon & Associates, Inc., an individual (the
"Independent Member").

          WHEREAS, the Company was formed as a Delaware limited
liability company pursuant to a Certificate of Formation filed in
the Office of the Secretary of the State of Delaware on November
14, 2003 (the "Formation Date"); and

          WHEREAS, the Persons executing this Agreement desire to
form a limited liability company and to establish their
respective rights and obligations in connection therewith,
pursuant to the Limited Liability Company Act of the State of
Delaware.

          NOW, THEREFORE, in consideration of the foregoing
premises and of the agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
executing this Agreement hereby agree as follows:

                            ARTICLE I

                           DEFINITIONS

      1.1  DEFINITIONS.  In this Agreement, the following
terms shall have the meanings set forth below:

		(a)  "Act" shall mean the Limited Liability Company
	Act of the State of Delaware, Title 6, Chapter 18, 101 et
	seq. of the Delaware Code, as the same may be amended
	from time to time.

		(b)  "Affiliate" of any Person shall mean any Person
	that, directly or indirectly through one or more intermediaries,
	controls, is controlled by or is under common control with
	such Person.  The term "control" means the possession,
	directly or indirectly, of the power to direct or cause
	the direction of the management and policies of a Person,
	whether through the ownership of voting securities, by
	contract or otherwise.

		(c)  "Agreement" shall mean this Limited Liability Company
	Agreement.

		(d)  "Bank" shall mean ING Capital, LLC.

		(e)  "Board of Managers" shall mean the Board of Managers
	of the Company.

		(f)  "Cadiz" shall mean Cadiz Inc., a Delaware corporation.

		(g)  "Cadiz Manager" shall mean each Manager appointed
	to the Board of Managers by Cadiz.

		(h)   "Capital Contribution" shall mean all contributions
	by a Member to the capital of the Company.

		(i)  "Certificate of Formation" shall mean the Certificate
	of Formation of the Company filed with the Secretary of
	State of the State of Delaware.

		(j)   "Company" shall mean Cadiz Real Estate LLC, a
	limited liability company formed under the laws of the State of
	Delaware.

		(k)  "Distribution" shall mean any cash and other
	property paid to a Member from the Company in respect of such
	Member's Membership Interest in the Company.

		(l)  "Formation Date" shall have the meaning specified
	in the Recitals hereof.

		(m)  "Independent Member" shall mean M. Solomon
	Associates, Inc. and, thereafter, a Person that has not been
	any of the following within the past five years: (i) a direct
	or indirect legal or beneficial owner of Cadiz or any of its
	Affiliates; (ii) a creditor, supplier, employee, officer,
	director, family member, manager, or contractor of Cadiz or
	any of its Affiliates; or (iii) a person who controls
	(directly, indirectly, or otherwise) Cadiz or any of its
	Affiliates, or any creditor, supplier, employee, officer,
	director, manager, or contractor of Cadiz or its Affiliates.

		(n)  "Independent Manager" shall mean a Person appointed
	by the Independent Member to the Board of Managers that has
	not been any of the following within the past five years:
	(i) a direct or indirect legal or beneficial owner of Cadiz
	or any of its Affiliates; (ii) a creditor, supplier,
	employee, officer, director, family member, manager, or
	contractor of Cadiz or any of its Affiliates; or (iii) a
	person who controls (directly, indirectly, or otherwise)
	Cadiz or any of its Affiliates, or any creditor, supplier,
	employee, officer, director, manager, or contractor of Cadiz
	or its Affiliates.

		(o)  "Management Agreement" shall mean that certain
	Management Agreement, between the Company and Cadiz, as
	agreed to by the Independent Manager pursuant to the terms
	hereof and as amended thereafter with the consent of the
	Independent Manager.

		(p)  "Manager" shall mean, collectively, each Cadiz
	Manager and the Independent Manager.

		(q)  "Member" shall mean each Person executing this
	Agreement as a Member and each Person who or which may
	hereafter become a party to this Agreement as provided herein.

		(r)  "Membership Interests" shall mean, with respect
	to each Member, the percentage interest of such Member in
	Distributions by the Company.  It is understood and agreed
	that, as of the date hereof, the Cadiz Member shall have a
	100% Membership Interest in the Company which Cadiz is
	receiving in exchange for its capital contribution to the
	Company.

		(s)  "New Note" shall mean all obligations of any
	borrower evidenced by, or under, the Sixth Amended and
	Restated Agreement and the Sixth Global Amendment Agreement,
	and all documents relating thereto, as such obligations may
	be amended, modified and restated from time to time).

		(t)  "Person" shall mean any natural person or any
	corporation, company, governmental authority, limited liability
	company, partnership, trust, estate, association, unincorporated
	association, custodian, nominee, or any other individual entity
	or organization in its own or any representative capacity, or
	other entity.

		(u)  "Restructuring" shall mean the restructuring of the
	indebtedness of Cadiz owed to the Bank pursuant to that certain
	Fifth Amended and Restated Credit Agreement, dated as of
	March 7, 2002 and that certain Fifth Global Amendment Agreement,
	dated as of January 31, 2002, all as set forth pursuant to the
	Sixth Global Amendment Agreement and the Sixth Amended and
	Restated Credit Agreement.

		(v)  "Sixth Amended and Restated Credit Agreement" means
	that certain Sixth Amended and Restated Credit Agreement, dated
	as of December 15, 2003, among Cadiz and the Company, as
	co-borrowers, the lenders party thereto, and the Bank, as
	administrative agent.

		(w)  "Sixth Global Amendment Agreement" shall mean that
	certain Sixth Global Amendment Agreement, dated as of December
	15, 2003, among Cadiz and the Company, as borrowers and ING Capital,
	LLC, as lender.


                           ARTICLE II

                          ORGANIZATION

      2.1  NAME.  The name of the Company shall be "Cadiz Real
Estate LLC".

	2.2  PRINCIPAL PLACE OF BUSINESS AND REGISTERED AGENT.  The
address of the principal place of business of the Company shall
be 777 S. Figueroa Street, Suite 4250, Los Angeles, CA 90017, and
the name and address of the Company's registered agent in the
State of Delaware shall be c/o The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.

	2.3  TERM.  The term of the Company shall commence upon the date
of filing of the Certificate of Formation pursuant to Section 18-
206 of the Act, and shall continue in full force and effect until
dissolution pursuant to Section 8.1 hereof.

	2.4  PURPOSES.  The Company is formed for the purpose of owning
and commercially exploiting assets contributed to it and for such
other actions as may be permitted hereby.


                           ARTICLE III

                             MEMBERS

	3.1  MEMBER INTERESTS.

		(a)  Cadiz was admitted to the Company as the initial
	Member of the Company, effective as of the Formation Date.
	Cadiz agrees to be bound by all of the terms and provisions
	of this Agreement and is entitled to exercise all rights
	and powers conferred upon Members of the Company under
	this Agreement and the Act.

		(b)  The Company must, at all times, have an Independent
	Member; provided, however, that the Independent Member shall
	cease to be a Member at such time as all amounts due under
	the terms of the New Note are no longer outstanding.  The
	Independent Member shall have no interest in the profits,
	losses and capital of the Company and shall have no right to
	receive any Distributions of Company assets.  The Independent
	Member shall be admitted as a Member of the Company within the
	meaning of the Act upon execution and delivery of this
	Agreement or a counterpart signature page to this Agreement.

		(c)  The Independent Member may resign, but may not
	otherwise be removed (other than by the Bank which may remove
	such Independent Member at any time with or without cause) and
	shall have the right to name its successor; provided, however,
	that in the absence of such successor appointment, or in the
	event of removal by the Bank, the Bank may appoint such
	Independent Member.

	3.2  ADDITIONAL MEMBERS.  Any Person may be admitted as a Member
after the date of this Agreement only upon the affirmative vote
or consent of a majority in Membership Interests of the Members,
which consent may be given or withheld in each Member's sole
discretion, as the case may be; provided, however, that no Person
may be admitted as a Member without the consent of the
Independent Member.

	3.3  LIMITATIONS OF LIABILITY.  A Member or Manager shall not be
personally liable for any indebtedness, liability or obligation
of the Company, and shall not incur any other liability except as
otherwise required by the Act, provided that each Member shall
remain personally liable for the payment of its Capital
Contribution; provided further that the Independent Member shall
have no liability for Capital Contributions.

	3.4  PRIORITY AND RETURN OF CAPITAL.  No Member shall have
priority over any other Member, whether for the return of a
Capital Contribution or for a Distribution, except as herein
provided.  This Section 3.4 shall not apply to repayment of any
loan or other indebtedness made by a Member to the Company.

      3.5  MEETINGS OF MEMBERS.

		(a)  Meetings of Members shall be held at the request of
	any Member on such date and at such time and place, either
	within or without the State of Delaware, as agreed upon
	from time to time by the Members.  All such meetings must
	take place at the principal place of business of the Company
	set forth in Section 2.2 unless otherwise agreed to by all
	Members.  Written notice stating the place, date, and time
	of, and the general nature of the business to be transacted
	at, a meeting of Members, shall be given to each Member,
	including the Independent Member, in the manner prescribed by
	Section 9.6, not less than 10 days nor more than 60 days
	before the date of such meeting.  The presence in person
	of Members holding a majority of the Membership Interests in
	the Company shall constitute a quorum for the transaction of
	business at any meeting of Members (assuming compliance with
	the notice provisions in the preceding sentence). Every matter
	submitted for a vote or consent of the Members shall be
	determined by a majority of Membership Interests except as
	otherwise provided herein or required by the Act; provided,
	however, that for so long as any amounts due under the terms
	of the New Note are outstanding, the Members may not take any
	of the following actions unless any such action has been
	approved by the Independent Member:


			(i)  institute proceedings to adjudicate the Company
		bankrupt or insolvent, admit in writing the inability
		of the Company to pay its debts as they become due,
		consent to the institution of bankruptcy or insolvency
		proceedings against the Company, or file or consent to
		a petition seeking reorganization or relief on behalf
		of the Company  under any applicable federal or state
		law relating to bankruptcy or insolvency or take any
		action in furtherance of any such action;

			(ii) consolidate, merge or combine the Company with,
		or convert the Company into, any Person;

			(iii) sell, assign or otherwise dispose of or
		voluntarily part with (whether in one transaction or
		in a series of transactions), the control of any of
		the material assets of the  Company to any Person
		(except for sales or other dispositions in the ordinary
		course of business);

			(iv) authorize or incur any indebtedness of the
		Company; provided, however that the Company is
		expressly authorized to incur debt pursuant to the
		New Note and grant collateral as contemplated by the
		Restructuring;

			(v)  pledge the assets of the Company for the benefit
		of any Person; provided, however, that the Company is
		expressly authorized to pledge its assets to secure its
		obligations under the New Note; or

			(vi) enter into or permit to exist any transaction
		(including, without limitation, the purchase, sale,
		lease, or exchange of any property or the rendering of
		any service) with or for the benefit of any Affiliate
		of the Company, other than pursuant to the Management
		Agreement.

		(b)  In lieu of holding a meeting, Members may vote or
	otherwise take action by a written instrument indicating the
	consent of Members holding not less than the percentage of
	Membership Interests that would be necessary to authorize or
	take such action at a meeting including, with respect to the
	actions enumerated in Section 3.5(a) hereof, the consent of the
	Independent Member.  In exercising its rights and duties as
	Independent Member pursuant to this Article III, the Independent
	Member may consult with counsel of its choice and the reasonable
	fees and expenses of such counsel shall be the joint and several
	responsibility of Cadiz and the Company.


                           ARTICLE IV


                           MANAGEMENT

	4.1  MANAGEMENT.

          (a)  The management of the Company shall be vested in a
	Board of Managers.  The Board of Managers shall consist of
	three individuals, one of which shall be the Independent
	Manager and two of which shall each be Cadiz Managers; provided,
	however, that the Independent Manager shall cease to be a member
	of the Board of Managers at such time as all amounts due under
	the terms of the New Note are no longer outstanding.  The
	Independent Manager may be removed at any time at the sole
	discretion of the Independent Membe or, if the  Independent Member
	position is vacant, the Bank.  In the event of the removal of
	the Independent Manager, a successor Independent Manager, who
	shall be any Person the Independent Member may desire, shall be
	appointed by the Independent Member or, if the  Independent Member
	position is vacant, the Bank.

		(b)  Meetings of the Board of Managers.  Meetings of the
	Board of Managers shall be held at the request of any Manager
	on such date and at such time and place, either within or without
	the State of Delaware, as agreed upon from time to time by the
	Board of Managers.  Written notice stating the place, date, and
	time of, and the general nature of the business to be transacted at,
	a meeting of the Board of Managers, shall be given to each Manager,
	including the Independent Manager, in the manner prescribed by
	Section 9.6, not less than 10 days nor more than 60 days before
	the date of such meeting.  The presence in person of a majority
	of the Board of Managers shall constitute a quorum for the
	transaction of business at any meeting of Board of Managers
	(assuming compliance with the notice provisions in the preceding
	sentence).  All such meetings must take place at the principal
	place of business of the Company set forth in Section 2.2 unless
	otherwise agreed to by all Members.

		(c)  Authority of Board of Managers.  The Board of Managers
	shall have full and exclusive right and control (a) over the business
	and affairs of the Company, (b) to make all decisions affecting
	the business and affairs of the Company, including, but not
	limited to, the exclusive right and control to enter into the
	Management Agreement; provided, however, that for so long as
	amounts due under the terms of the New Note are outstanding, the
	Board of Managers may not enter into the Management Agreement
	without the consent of the Independent Manager; provided further,
	that the Independent Manager shall be required to approve any
	amendment to the terms of the Management Agreement and (c) to act
	for the Company in every capacity under this Agreement and under
	the Act; provided, however, that for so long as amounts due under
	the terms of the New Note are outstanding, the Board of Managers
	may not take any of the actions specified in Section 3.5(a) on
	behalf of the Company without the consent of the Independent
	Member.  Every matter submitted for a vote or consent of the
	Board of Managers shall be determined by a majority vote except
	as otherwise provided herein or required by the Act.  In lieu of
	holding a meeting, the Board of Managers may vote or otherwise
	take action by a written instrument indicating the consent of the
	Managers that would be necessary to authorize or take such action
	at a meeting.

      4.2  NO EXCLUSIVE DUTY TO COMPANY.  The Managers shall not be
required to manage the Company as their sole and exclusive
function and each Manager may have other business interests and
may engage in other activities in addition to those relating to
the Company.  Neither the Company nor any Member shall have any
right pursuant to this Agreement to share in or participate in
such other business interests or activities or to the income or
proceeds derived therefrom.  No Member or Manager shall incur
liability as a result of engaging in any other business interests
or activities.

	4.3  AFFIRMATIVE COVENANTS.  The Company shall, until such time
as all amounts due under the terms of the New Note are no longer
outstanding, where applicable:

		(a)  consider the interests of its creditors in connection
	with any bankruptcy or insolvency actions;

		(b)  be qualified as a foreign business under the laws of
	the State of California;

		(c) maintain books and records separate from any other Person;

		(d)  conduct its own business solely in its limited liability
	company name;

		(e)  maintain financial statements separate from any other
	Person;

		(f)  pay its own liabilities out of its own funds;

		(g)  observe all limited liability company formalities,
	including the maintenance of current minute books;

		(h)  to the extent the Company's office is located in the
	offices of any other Person, pay fair market rent for its offices
	space located in the offices of any other Person and a fair share of
	any overhead costs, and otherwise fairly and reasonably allocate
	any shared overhead expenses;

		(i)  use stationary, invoices, and checks separate from any
	other Person; and

		(j)  hold itself out to the public and all Persons as a legal
	entity separate from any other Person.

	4.4  NEGATIVE COVENANTS. Notwithstanding any contrary provision
of this Agreement, the Company shall not, until such time as all
amounts due under the terms of the New Note are no longer
outstanding:

		(a)  institute proceedings to be adjudicated bankrupt or
	insolvent, admit in writing that it is unable to pay its debts as
	they become due, consent to the institution of bankruptcy or
	insolvency proceedings against it, or file or consent to a
	petition seeking reorganization or relief under any applicable
	federal or state law relating to bankruptcy or insolvency or take
	any action in furtherance of any such action, without the
	unanimous consent of the Board of Managers (including the
	Independent Manager);

		(b)  consolidate, merge or combine with, or convert into,
	any Person without the prior written consent of the lenders
	holding at least 66% of the interests in the New Note or such
	higher supermajority as may be required pursuant to the terms of
	the New Note;

		(c)  sell, assign or otherwise dispose of or voluntarily part
	with (whether in one transaction or in a series of transactions),
	the control of any of its material assets to any Person (except
	for sales or other dispositions in the ordinary course of
	business) without the prior written consent of the lenders
	holding at least 66% of the interests in the New Note or such
	higher supermajority as may be required pursuant to the terms of
	the New Note;

		(d)  commingle assets with those of any other Person; and

		(e)  guarantee or becoming obligated for the debts of any
	Person or hold out its credit as being available to satisfy the
	obligations of any Person; provided, however that the Company is
	expressly authorized to guarantee or become obligated for the
	debts of any Person or hold out its credit as being available to
	satisfy the obligations of any Person as contemplated by the
	Restructuring.

	4.5  LIMITATIONS OF LIABILITY.  No Member or Manager of the
Company nor any of the directors, officers, partners, members,
employees, shareholders, assigns, representatives or agents of
the foregoing shall be liable to the Company, the Members, or any
third party in damages or otherwise (a) unless a judgment or
other final adjudication adverse to him or her establishes that
his or her acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of the law or that
he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, or
(b) except as otherwise required by the Act.

	4.6  INDEMNIFICATION.  The Members, including the Independent
Member, any Manager, including the Independent Manager, and each
officer and employee of the Company shall be indemnified and held
harmless by the Company from and against any claims and demands
arising from any acts or omissions or alleged acts or omissions
in connection with the affairs of the Company, to the maximum
extent permitted by applicable law.

          The Company and its Members, jointly and severally,
release the Independent Member and Independent Manager (each an
"Indemnitee") from, and will indemnify each Indemnitee from and
against, all liability, claims, costs, and expenses (including
reasonable attorney's fees, accounting fees, expert witness fees,
costs and expenses) imposed upon, incurred by or asserted against
any Indemnitee or arising out of or in any way relating to an
Indemnitee's execution, performance or non-performance of this
Agreement or as a result of or relating to any action, or failure
or refusal to act on the part of an Indemnitee with respect to
this Agreement.

          It is the intention of the parties hereto that
Indemnitees incur no liability, loss, or damage of any kind or
nature whatsoever in performing pursuant to this Agreement or in
any other way relating to this Agreement, except for the gross
negligence or willful misconduct of such Indemnitee.

          For so long as any Independent Member and/or
Independent Manager is duly serving, or so long as the Bank has
the right to appoint either or both pursuant to the terms of this
Agreement, the Company shall maintain Director and Officer
insurance, to the extent such insurance is available upon
commercially reasonable terms, to cover (beginning from the
Formation Date) Persons serving in each of and all such positions
and such coverage shall include "runoff" and/or "tail" "coverage"
and shall, at all times, be maintained in reasonable amounts and
be subject to reasonable and customary terms and provisions.  The
foregoing requirement shall be the joint and several obligation
of each of the Company and Cadiz.

      4.7  COMPENSATION OF MANAGERS.  Each Manager shall be entitled
to receive, as compensation for services rendered to the Company as
a member of the Board of Managers, (x) reasonable fees and out-of-
pocket expenses incurred by each such Manager and (y) other
compensation as agreed to by the Independent Member.  It is
expressly understood and agreed that the Independent Manager
shall, so long as such Independent Manager is duly serving as
such, be entitled to (i) an annual fee in the amount of $25,000,
payable in cash quarterly in arrears (the "Annual Fee"), and
(ii) reasonable fees and expenses of counsel of such Independent
Manager's choice in considering any actions as to which such
Independent Manager's Consent is required pursuant to Section 4.1
hereof ("Manager Legal Fees.").  The Annual Fee and the Manager
Legal Fees shall be the joint and several obligation of each of
Cadiz and the Company.


                           ARTICLE V

                      CAPITAL CONTRIBUTIONS

	5.1  Cadiz is admitted as a Member of the Company and shall
hereby receive the Membership Interest.  Cadiz shall be
responsible for, on the date hereof, an equity contribution to
the Company consisting of certain property as contemplated by
Section 5 of the Sixth Global Amendment Agreement.


                           ARTICLE VI

                          DISTRIBUTIONS

	6.1  DISTRIBUTIONS.  The Board of Managers shall be solely
responsible for making all determinations of amounts and timing
of all Distributions to Members.  All Distributions shall be made
to the Members pro rata in proportion to their Membership
Interests.  In the sole discretion of the Board of Managers,
securities, assets or other property in kind may be distributed
to the Members in proportion to their Membership Interests.
6.2  INTEREST ON AND RETURN OF CAPITAL CONTRIBUTIONS.  No Member
shall be entitled to interest on its Capital Contributions or to
a return of its Capital Contributions.


                           ARTICLE VII

                         TRANSFERABILITY

	7.1  MEMBER TRANSFERS.  Subject to (i) Sections 7.2 and 9.8 of
this Agreement and (ii) for so long as any amounts due under the
terms of the New Note are outstanding, any Member may, but only
with the consent of the Independent Member, sell, assign,
transfer, convey or dispose of all or any portion of his
Membership Interest in the Company or any rights or benefits with
respect thereto.

	7.2  TRANSFEREE NOT A MEMBER.  No Person acquiring an
assignment or transfer of an interest in the Company other than a
Member shall become a Member except pursuant to Sections 3.2 and 7.1
of this Agreement.  If no such approval is obtained, such Person's
interest in the Company shall only entitle such Person to receive
the Distributions to which the Member from which such Person
received such interest in the Company would be entitled.  No
Person may be admitted as a Member pursuant to this Article VII
or Article III until such Person executes and delivers to the
Company an agreement, in form and substance satisfactory to the
Manager, binding such Person to the terms and conditions of this
Agreement as if such Person had been named a Member herein.


                          ARTICLE VIII

                           DISSOLUTION

	8.1  DISSOLUTION.  For so long as any amounts due under the
terms of the New Note are outstanding, the Company shall only be
dissolved and its affairs wound up upon the unanimous vote or
written consent of the Board of Managers (including the
Independent Manager).

	8.2  WINDING UP.  Upon the dissolution of the Company, the Board
of Managers may, in the name of and for and on behalf of the
Company, prosecute and defend suits, whether civil, criminal or
administrative, sell and close the Company's business, dispose of
and convey and distribute to the Members any remaining assets of
the Company, all without affecting the liability of Members.
Upon winding up of the Company, the assets shall be distributed
as follows:

		(a)  To creditors, including Members and Managers who
	are creditors, to the extent permitted by law, in satisfaction
	of liabilities of the Company, whether by payment or by making
	of reasonable provision for payment thereof, other than
	liabilities for which reasonable provision for payment has been
	made and liabilities to Members and former Members for
	Distributions under Section 18-601 or 18-604 of the Act;

		(b)  To Members and former Members in satisfaction of
	liabilities for Distributions under Section 18-601 or 18-604 of
	the Act; and

		(c)  To Members pro rata in proportion to their Membership
	Interests at the time of such Distribution.

	8.3  NONRECOURSE TO OTHER MEMBERS.  Except as provided by
applicable law or as expressly provided in this Agreement, upon
dissolution, each Member shall receive a return of its Capital
Contribution solely from the assets of the Company.  If the
assets of the Company remaining after the payment or discharge of
the debts and liabilities of the Company are insufficient to
return any Capital Contribution of any Member, such Member shall
have no recourse against any other Member.

	8.4  TERMINATION.  Upon completion of the dissolution, winding
up, liquidation and distribution of the assets of the Company,
the Company shall be deemed terminated.


                           ARTICLE IX

                       GENERAL PROVISIONS

	9.1  MERGER AND AMENDMENTS.  This Agreement contains the entire
agreement among the Members with respect to the subject matter
hereof, and supersedes all prior agreements and understandings,
written or oral, between the parties with respect thereto,
whether or not relied or acted upon.  No course of conduct
pursued or acquiesced in, and no oral agreement or representation
subsequently made, by the Members, and no usage of trade, shall
amend this Agreement or impair or otherwise affect any Member's
obligations, rights and remedies pursuant to this Agreement.  For
so long as any amounts due under the terms of the New Note are
outstanding, this Agreement may not be modified, amended or
otherwise altered without the prior written consent of (i) the
lenders holding at least 66% of the interests in the New Note or
such higher supermajority as may be required pursuant to the
terms of the New Note and (ii) the Independent Member.

	9.2  HEADINGS.  The headings in this Agreement are for
convenience only and shall not be used to interpret or construe
any provision of this Agreement.

	9.3  WAIVER.  No failure of a Member to exercise, and no delay by
a Member in exercising, any right or remedy under this Agreement
shall constitute a waiver of such right or remedy.  No waiver by
a Member of any such right or remedy under this Agreement shall
be effective unless made in a writing duly executed by all
Members.

	9.4  SEVERABILITY.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law.  If any provision of
this Agreement shall be prohibited by or invalid under such law,
it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed
so modified, it shall be prohibited or invalid only to the extent
of such prohibition or invalidity without the remainder thereof
or any other such provision being prohibited or invalid.

	9.5  BINDING.  This Agreement shall be binding upon and inure to
the benefit of all Members, and each of the permitted successors
and assignees of the Members.

	9.6  INDEPENDENT MANAGER AND MEMBER CONSENTS.  All consents
required on the part of the Independent Member and/or Independent
Manager must be in writing.

	9.7  NOTICES AND CONSENTS.  All notices, consents and other
communications hereunder must be in writing, and shall be deemed
to have been duly given or made:  (i) when delivered in person;
(ii) three (3) days after deposited in the United States mail,
first class postage prepaid; (iii) in the case of telegraph or
overnight courier services, one (1) Business Day after delivery
to the telegraph company or overnight courier service with
payment provided; or (iv) in the case of telex or telecopy or
fax, when sent, verification received; in each case addressed as
follows:

          if to Cadiz:

               Cadiz Inc.
               777 S. Figueroa Street, Suite 4250
               Los Angeles, CA 90017
               Telephone:  (213) 271-1600
               Facsimile:  (213) 271-1614
               Attention:  Chief Financial Officer

          with a copy to:

               Howard Unterberger, Esq.
               Miller & Holguin
               1801 Century Park East, Seventh Floor
               Los Angeles, CA  90067
               Telephone:  (310) 556-1990
               Facsimile: (310) 557-2205

          if to the Independent Member:

               M. Solomon & Associates
               4314 Marina City Drive #1120 C
               Marina del Rey, CA 90292

          with a copy to:

               Robert W. Shaffer, Jr.
               Shaffer, Gold & Rubaum, LLP
               12011 San Vicente Blvd, Suite 600
               Los Angeles, CA  90049
               Telephone:  310-476-9955
               Fax (310) 471-0482

          9.8  COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same instrument.
9.9  THIRD PARTY BENEFICIARY.  This Agreement shall not confer
any rights or remedies upon any Person other than the Members and
their respective successors and permitted assigns.
9.10 GOVERNING LAW.  This Agreement and any controversy or claim
arising out of or relating to this Agreement shall be governed by
the laws of the State of Delaware without giving effect to the
principles of conflicts of laws.

          IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.


                             CADIZ INC.



                             By:
                                ----------------------------------
                                Name:
                                Title:


                             M. SOLOMON & ASSOCIATES, INC.



                             By:
                                -----------------------------------
                                Name:
                                Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>exhibit10-16.txt
<TEXT>
                                                                   EXHIBIT 10.16

                                                               EXECUTION VERSION
                                                                  Dated 10/13/03

        SUN WORLD-BONDHOLDER-CADIZ TERM SHEET AND AGREEMENT IN PRINCIPLE

         This Term Sheet and  Agreement  in Principle  sets forth the  principal
terms and conditions for an overall  settlement of outstanding  issues among (a)
Sun World  International,  Inc. and its debtor  affiliates  (collectively,  "Sun
World"),  (b) Cadiz Inc.  ("Cadiz"),  and (c) Black Diamond Capital  Management,
L.L.C.  and  CFSC  Wayland  Advisers,   Inc.  and  their  respective  affiliates
(collectively, the "Majority Bondholders"), who are the holders of not less than
70% in  dollar  amount  of Sun  World's  senior  secured  Notes due 2004 (in the
aggregate,  the  "Notes";  holders  of the  Notes  are  referred  to  herein  as
"Bondholders").  This Term Sheet and  Agreement in Principle  contains a binding
and enforceable agreement among the parties. The parties hereto further agree to
use their good faith efforts to complete and execute, by November 6, 2003, final
transactional  documentation for the implementation of the agreements  contained
herein,  but any  failure to do so shall not affect  the  enforceability  of the
agreements  contained  herein.  Nothing herein shall  constitute an admission or
waiver of any kind by any party, except as expressly provided herein.

         I.       INITIAL SETTLEMENT

                  A.       Sun World  will  seek and  obtain  approval  from the
Bankruptcy  Court in which its current chapter 11 case is pending (the "Court"),
pursuant to Bankruptcy Rule 9019, of a settlement of claims by and against Cadiz
(the "Initial  Settlement").(1)  The Initial  Settlement shall be binding on Sun
World's  estates  and  creditors  and  shall  provide  that,  in full and  final
settlement  of all Sun World estates  claims and causes of action  against Cadiz
(including  without limitation any possible avoidance actions under Chapter 5 of
the Bankruptcy Code) and all of Cadiz's claims

----------
(1)      The Initial Settlement will be sought to be approved by a motion by Sun
         World which shall be filed and noticed no later than  October 14, 2003,
         and shall be scheduled for hearing at the earliest  feasible  date, but
         in no event  later than  November 7, 2003.  Sun World and the  Majority
         Bondholders  shall each  support the Initial  Settlement  and use their
         respective  reasonable  efforts  in  good  faith  to have  the  Initial
         Settlement  approved  by the Court and  upheld in  connection  with any
         possible appeal.


<PAGE>


and causes of action against the Sun World estates (including without limitation
claims for  rejection  damages) (the "Cadiz  Claim"),  Cadiz shall be granted an
allowed,  general  unsecured  claim against Sun World in an amount not less than
$13 million(2) (the "Allowed Cadiz Claim").

                  B.       As part of the Initial  Settlement and effective only
upon the  Closing  (as  defined  below),  (i)  Cadiz  shall  agree  that it will
affirmatively  support a plan of  reorganization  for Sun World that provides no
recovery  on account of any equity  interest  in Sun World that Cadiz  holds and
that is otherwise  consistent  with this Term Sheet and  Agreement in Principle,
thus eliminating potential valuation litigation cost and expense for Sun World's
estate which would  otherwise  result from a Cadiz  objection to confirmation in
its  capacity  as the equity  holder of Sun World,  and (ii) the  parties  shall
consent to the  termination/rejection  of all contracts and  agreements  between
Cadiz and Sun World except as provided in section 1.D. below.

                  C.       The motion to approve  the Initial  Settlement  shall
provide full  disclosure of the terms of the agreement  among Cadiz,  Sun World,
and the Majority Bondholders.

                  D.       The parties'  respective rights and obligations under
the  Agricultural  Lease between  Cadiz,  as lessor,  and Sun World,  as lessee,
previously  assumed (as amended) by Sun World pursuant to an order of the Court,
shall not be affected  by the Initial  Settlement  or  anything  else  contained
herein.

         2.       TRANSFER  OF CADIZ  CLAIM AND EQUITY  INTEREST  TO  BONDHOLDER
                  TRUST

                  A.       Cadiz agrees that,  at a closing (the  "Closing")  to
occur on or before the fifth business day after the Court's order  approving the
Initial  Settlement  becomes  final and  non-appealable  (or prior thereto if so
agreed by Cadiz and the Majority  Bondholders in their discretion),  Cadiz shall
assign  to a trust  or  similar  legal  entity  formed  for the  benefit  of all
Bondholders  (the  "Bondholder  Trust")  (i) the  Allowed  Cadiz  Claim and (ii)
Cadiz's equity interest in Sun World (provided that the

----------
(2)      To be the  largest  amount  Sun  World  reasonably  and in  good  faith
         believes can be allowed based upon the facts, but at a reduced level in
         accordance with the compromise: the current estimate of the Cadiz Claim
         is approximately $17.5 million.


<PAGE>


Bondholder  Trust shall not be permitted to vote such shares to exercise control
over Sun World prior to  confirmation of a Sun World plan of  reorganization  or
consummation of a sale of substantially  all Sun World assets),  in exchange for
the consideration set forth below. The Bondholder Trust shall be administered by
the Majority Bondholders.

                  B.       The Bondholder Trust shall receive all  distributions
from the Sun World  estate  (under a plan of  reorganization  or  otherwise)  on
account of the Allowed  Cadiz  Claim.  Each  Bondholder  shall have the right to
receive its ratable  share of the assets in the  Bondholder  Trust if either (i)
such Bondholder executes a form (the "Opt-In Form") that provides for the things
set forth below or (ii) a reorganization  plan for Sun World that is accepted by
the class of  Bondholders  and that contains the provisions set forth in section
3.A below is confirmed and becomes effective. The Opt-In Form shall:

                           (i)      provide  for such  Bondholder  to waive  any
                                    rights to recovery  from Cadiz on account of
                                    the  Cadiz  guaranty  of  such  Bondholder's
                                    claim against Sun World (the "Guaranty");

                           (ii)     provide    that   such    Bondholder    will
                                    permanently   refrain  from  exercising  any
                                    rights or remedies  against Cadiz on account
                                    of either the  Guaranty or the  existence of
                                    such Bondholder's claim against Sun World;

                           (iii)    provide  that,  in  the  event  of  a  Cadiz
                                    bankruptcy,     such    Bondholder     shall
                                    affirmatively   support  any  plan  or  sale
                                    transaction proposed by Cadiz whether or not
                                    it provides  any  recovery on account of the
                                    Guaranty; and

                           (iv)     provide  that any  transferee  of,  or other
                                    successor in interest to, such  Bondholder's
                                    claim will be bound by all provisions of the
                                    Opt-In  Form and that such  Bondholder  will
                                    condition any transfer of its claim upon the
                                    transferee's agreement to be bound by all of
                                    the provisions of the Opt-In Form.

                  C.       The Majority  Bondholders shall, at Closing,  execute
the Opt-In Form. In addition,  the Majority  Bondholders shall, at Closing,  (i)
execute an


<PAGE>


irrevocable instruction to the Indenture Trustee to take no action against Cadiz
on behalf of  Bondholders  or on account  of the  Guaranty,  and (ii)  execute a
consent to the amendment of the indenture  deleting  substantially all covenants
and other  provisions  relating to the  Guaranty or  remedies  against  Cadiz as
guarantor  that may be amended  pursuant  to the terms of the  indenture  by the
Majority  Bondholders,  subject  to  any  applicable  provisions  of  the  Trust
Indenture Act.

         3.       SUN WORLD PLAN RELEASE

                  A.       If  the  Initial   Settlement   is  approved  by  the
Bankruptcy  Court and the Closing occurs,  any plan of  reorganization  filed or
supported by Sun World and/or the Majority  Bondholders  shall  provide (i) that
the  consideration  to  Bondholders  contemplated  under  such  plan  is in full
satisfaction  and settlement of all claims of  Bondholders  under the indenture,
including the Guaranty,  (ii) that the  indenture for the bonds  (including  the
Guaranty  thereunder)  shall be  deemed  cancelled  and  extinguished  as of the
effective  date of the  plan,  and  (iii)  for all  Bondholders  to be deemed to
release their Guaranty claims against Cadiz in exchange for the consideration to
be distributed to the Bondholder Trust.

                  B.       Sun World and the Majority Bondholders shall each use
their  respective  reasonable  efforts in good faith to have the  provisions set
forth in 3A above approved by the Court as part of any plan.



         4.       EXTENSION OF PLAN FILING DEADLINE/EXCLUSIVITY

                  A.       The parties consent to Sun World's filing of a motion
on shortened  notice to be heard by the Court before October 31, 2003 and to the
granting  of the  following  relief:  (i)  modifying  the  "2003  RETENTION  AND
SEVERANCE PROGRAM FOR KEY EMPLOYEES"  ("Retention Plan") to (x) extend the dates
specified in paragraph 2(a) of the Retention  Plan by twenty-four  days, and (y)
change   paragraph   2(b)  of  the   Retention   Plan  to  provide  as  follows:
"Notwithstanding subsection (a) above, no such stay bonus will be payable to key
executives in the event that a plan of  reorganization is not filed by Sun World
with  the  Bankruptcy  Court on or prior to  11/24/03";  and (ii)  extending  to
November 24, 2003 and January 23, 2004,  respectively,  Sun World's  exclusivity
periods under Bankruptcy Code sections 1121(b) and 1121(c)(3),  provided that if
on or before November 24, 2003 Sun World does not file a plan of  reorganization
that is supported by the Majority Bondholders,


<PAGE>


then Sun World's exclusivity periods shall be automatically  terminated.  In the
event that the Court does not approve the relief set forth in clause (ii) above,
and Sun  World  files  a plan of  reorganization  that is not  supported  by the
Majority  Bondholders,  then upon such  filing Sun World shall be deemed to have
stipulated  with the Majority  Bondholders  to an automatic  termination  of Sun
World's  exclusivity  periods and waived the right to seek further extensions of
the  exclusivity   periods.  In  addition,   the  parties  hereby  clarify  that
notwithstanding  anything to the  contrary  in the  Retention  Plan,  if (2) the
Majority  Bondholders  file a plan of  reorganization  that is not  subsequently
modified in any  material  respect and is accepted by  two-thirds  in amount and
more than one-half in number of the Bondholders  that cast valid votes to accept
or reject the plan and is supported by the Official  Creditors'  Committee (such
that if confirmed such plan would be a "Successful Plan of  Reorganization,"  as
defined in the Retention Plan),  and (ii) Sun World has opposed  confirmation of
such  plan,  then  such  plan  shall  not  be  deemed  a  "Successful   Plan  of
Reorganization" for purposes of the Retention Plan.

                  B.       Counsel  for Sun World will  circulate  a  discussion
draft of a plan of reorganization to counsel for the Majority  Bondholders on or
before October 17, 2003.




Accepted and Agreed:

Black Diamond, Capital Management, L.L.C.      Cadiz Inc.

By: /s/ James J. Zenni, Jr.                    By: /s/ Keith Brackpool
    ----------------------------                   -----------------------------
Its:____________________________               Its: President & CEO


CFSC Wayland Advisors, Inc.                    Sun World International, Inc.
                                               and its debtor affiliates

By: /s/ Blake M. Carlson                       By: /s/ Tim Shaheen
    ----------------------------                   -----------------------------
Its:____________________________               Its: CEO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>exhibit10-17.txt
<TEXT>

         SUN WORLD NOTEHOLDER TRUST AGREEMENT


          This Trust Agreement (the "Trust Agreement"), dated
as of December __, 2003, by and among Cadiz Inc. ("Cadiz"),
as settlor, Logan & Company, as trustee (the "Trustee"),
Black Diamond Capital Management, L.L.C. on behalf of its
affiliates ("Black Diamond"), and CFSC Wayland Advisers, Inc.
("CFSC Wayland," and together with Black Diamond, the
"Majority Noteholders"), is executed to facilitate the
implementation of the global settlement described in the Sun
World-Bondholder-Cadiz Term Sheet and Agreement in Principle
by and among Sun World International Inc. ("Sun World") and
its debtor affiliates (collectively, the "Debtors"), Cadiz,
corporate parent of the Debtors, and the Majority
Noteholders, dated as of October 13, 2003 (the "Global
Settlement") that provides for (a) the establishment of the
Trust (as defined below) created by this Trust Agreement and
the retention and preservation of the Trust Assets (as
defined below) by the Trustee, all for the benefit of holders
of Sun World's senior secured notes due 2004 (in the
aggregate, the "Notes;" holders of the Notes are referred to
herein as "Noteholders") and (b) the collection and
distribution of the Trust Recoveries (as defined below).  The
Trust is organized for the primary purposes of (x) holding
and preserving the value of the Trust Assets for conversion
into Trust Recoveries, and (y) making distributions of Trust
Recoveries to the Opt-In Noteholders (as defined below).  The
Trustee's activities, powers and duties are those determined
to be reasonably necessary to, and consistent with,
accomplishment of these purposes, subject to the terms and
conditions set forth more fully below, and shall only be
exercised by the Trustee in connection with the joint written
instructions of the Majority Noteholders.

          WHEREAS, the Global Settlement contemplates, among
other things, the creation of a trust to hold the Trust
Assets and distribution of the Trust Recoveries to the Opt-In
Noteholders, all as described in greater detail in the Global
Settlement and this Trust Agreement; and

          WHEREAS, under the terms of the Global Settlement,
Cadiz agrees to grant, transfer, convey, and deliver to the
Trust, on behalf of, and for the benefit of, the Noteholders,
control of, and all its rights, title and interests in and
to, the Trust Assets; and

          WHEREAS, the Trust is established pursuant to the
Global Settlement, as a liquidating trust in accordance with
Treasury Regulation Section 301.7701-4(d) with no objection
to continue or engage in the conduct of a trade or business
except, to the extent reasonably necessary to, and consistent
with, the liquidating purpose of the Trust and the Global
Settlement; and
          WHEREAS, the Majority Noteholders have jointly
designated the Trustee; and

          WHEREAS, the Trust is intended to qualify as a
"grantor trust" for U.S. federal income tax purposes,
pursuant to Sections 671-677 of the Internal Revenue Code of
1986, as amended, with the Opt-In Noteholders treated as the
grantors and owners of the trust.

          NOW, THEREFORE, in consideration of the premises
and agreements contained herein, the parties hereto agree as
follows:

                          ARTICLE I

                   ESTABLISHMENT OF TRUST

	SECTION 1.1    CREATION AND NAME.  There is hereby
created a trust (the "Trust") under the laws of the State of
New York which shall be known as the "Sun World Noteholder Trust."

	SECTION 1.2    DECLARATION OF TRUST.  In order to
declare the terms and conditions hereof, and in consideration
of the execution of the Global Settlement, Cadiz and the Trustee
have executed this Trust Agreement.  Effective on the date
hereof, Cadiz is concurrently transferring to the Trustee,
pursuant to the assignments attached hereto as Exhibit A, all
of the right, title and interests of Cadiz in and to the
Trust Assets under and subject to the terms and conditions
set forth in this Trust Agreement and in the Global
Settlement for the benefit of Noteholders and their
successors and assigns as provided for in this Trust
Agreement and in the Global Settlement.  Subject to Section
1.5 of this Trus Agreement, the Trust Recoveries shall be
distributed by the Trustee to the Opt-In Noteholders in
accordance with this Trust Agreement and the Global
Settlement.

	SECTION 1.3    PURPOSE OF TRUST; NATURE OF BENEFICIAL
INTERESTS.  The Trust is organized for the primary purpose of
holding and receiving the Trust Recoveries from the Trust
Assets transferred to it and distributing the Trust
Recoveries to the Opt-In Noteholders with no objective to
engage in the conduct of a trade or business.  Interests in
the Trust shall be uncertificated.   Opt-In Noteholders shall
have no voting rights with respect to such interests.  In the
event of any inconsistency between the recitation of the
duties and powers of the Trustee as set forth in this Trust
Agreement and the Global Settlement, the provisions of the
Trust Agreement shall govern.

	SECTION 1.4    TRUSTEE'S ACCEPTANCE.  The Trustee
accepts the trust imposed upon it by this Trust Agreement and
agrees to observe and perform that trust, on and subject to
the terms and conditions set forth in this Trust Agreement.
In connection with and in furtherance of the purposes of the
Trust, but subject to Section 1.5 of this Trust Agreement,
the Trustee hereby expressly accepts the transfer of the
Trust Assets and the Trustee hereby further expressly
assumes, undertakes and shall control the distribution of the
Trust Recoveries.

	SECTION 1.5    ACTION BY TRUSTEE; WAIVER OF REMEDIES
AGAINST TRUSTEE.  Except as ecpressly set forth in Sections
6.3(d), 6.3(e) and 6.11 of this Trust Agreement, the Trustee
shall have no obligation to act hereunder unless given written
instructions jointly executed by the Majority Noteholders.
The Trustee shall have no obligations to act hereunder unless
the Trustee receives, in addition to joint written
instructions from the Majority Noteholders, written
assurances satisfactory to the Trustee in its reasonable
discretion that it will be timely compensated in cash other
than from the Trust Recoveries for its reasonable fees and
expenses incurred in connection with such proposed actions.
By executing the Opt-In Form, the Opt-In Noteholders have
agreed to permanently refrain and forbear from exercising, or
causing the exercise of, any rights, remedies or causes of
action against the Trustee, including without imitation for
any action or inaction by the Trustee in the absence of joint
written instructions executed by the Majority Noteholders;
provided, however, that all rights, remedies and causes of
action against the Trustee shall be preserved in the event
that the Trustee willfully ignores or materially breaches any
joint written direction of the Majority Noteholders subject
to the last sentence of this section.  The Trustee shall have
no obligation to accept, compute or otherwise consider the
Opt-In Forms.  The Majority Noteholders shall provide to the
Trustee a compiled list of the Opt-In Noteholders and each
Opt-In Noteholder's proportionate share of the Trust
Recoveries.  The Trustee shall make distributions of the net
Trust Recoveries in accordance with such list.  As described
more fully in Section 6.5 of this Trust Agreement, the
Majority Noteholders shal defend, hold harmless, and
indemnify the Trustee and its principals, officers, employees
and agents for any action or inaction taken by the Trustee at
the joint written direction of the Majority Noteholders.  The
Trustee shall determine in its reasonable discretion whether
any joint written instructions from the Majority Noteholders
are clear satisfactory or whether further clarification is
required from the Majorioty Noteholders.

                         ARTICLE II

                         DEFINITIONS

          The capitalized terms used but not defined in this
Trust Agreement shall have the meanings given to them in the
Global Settlement.

          "Bankruptcy Case" means the voluntary cases
commenced by Sun World International, Inc. and its debtor
affiliates under chapter 11 of title 11 of the United States
Code, which are currently pending in the Bankruptcy Court and
being jointly administered under Case No. RS-03-11370-DN.

          "Bankruptcy Court" means the Bankruptcy Court for
the Central District of California, Riverside Division.

          "Allowed Cadiz Claim" means all general unsecured
claims of Cadiz against the Debtors which were allowed by the
Bankruptcy Court in the Initial Settlement Order in the
amount of $13,500,000.

          "Distribution Date" means the date(s) on which the
Trustee shall distribute the Trust Recoveries to the Opt-In
Noteholders, which date(s) shall be as soon as reasonably
practicable after the Trust receives the Trust Recoveries and
specified in writing by the Majority Noteholders.

          "Initial Settlement Order" means that certain order
entered by the Bankruptcy Court on November 7, 2003 approving
the initial settlement by and between the Debtors and Cadiz
as described more fully in the Global Settlement.

          "Opt-In Form" means the form to be executed by a
Noteholder in which the Noteholder agrees, among other
things, to be bound by the terms and conditions of this Trust
Agreement, substantially in the form attached hereto as
Exhibit A.

          "Opt-In Noteholder" means (x) a Noteholder who
timely and properly executes an Opt-In Form within the Opt-In
Period or (y) all Noteholders if a chapter 11 plan is filed
in the Bankruptcy Case and the Noteholders as a class accept
such plan and such plan contains the provisions set forth in
section 3.A of the Global Settlement, and such plan is
confirmed and becomes effective.

          "Opt-In Period" means the period during which
Noteholders may execute the Opt-In Form and thereby agreed to
be bound by the terms and conditions of this Trust Agreement,
which period shall equal thirty (30) days from the date the
Opt-In Form is mailed by overnight delivery to the
Noteholders.

          "Pro Rata" means the proportion that (a) the face
amount of the Notes held by an Opt-In Noteholder bears to (b)
the aggregate face amount of all Notes held by all Opt-In
Noteholders.

          "Trust Assets" means the Allowed Cadiz Claim, which
was assigned by Cadiz to the Trust for the benefit of Opt-In
Noteholders.

          "Trust Recoveries" means any and all distributions
from the Sun World estate, whether under a chapter 11 plan,
chapter 7 liquidation or otherwise, on account of the Trust
Assets.

                         ARTICLE III

           FUNDING OF THE TRUST AND CHARGING LIEN

          Subject to Section 1.5 of this Trust Agreement, all
costs and expenses associated with the administration of the
Sun World Noteholder Trust shall be the sole responsibility
of, and paid by, the Trustee; provided however that, to
secure the repayment of the Trustee, the Trustee shall have
and is hereby granted a first priority lien on all money or
property held or collected by the Trustee in its capacity as
Trustee to the extent of such fees and expenses and shall
have the right to offset such fees and expenses against all
such monies or properties.  Except as expressly set forth in
the Global Settlement, Cadiz shall have no obligation or
liability whatsoever to pay any costs or expenses of any kind
associated with the administration of the Sun World
Noteholder Trust or to make any payment, indemnification, or
reimbursement of any kind to the Trustee, the Sun World
Noteholder Trust, or Opt-In Noteholders.


                         ARTICLE IV

                        TRUST ASSETS

	SECTION 4.1    PRESERVATION OF TRUST ASSETS.  Subject to
Section 1.5 of this Trust Agreement, the Trustee shall
preserve and defend the Trust Assets, reduce the Trust Assets
to Trust Recoveries and make distributions of such Trust
Recoveries to the Opt-In Noteholders.

	SECTION 4.2    DISTRIBUTION OF TRUST RECOVERIES.
Subject to Section 1.5 of this Trust Agreement, on the
Distribution Date, the Trustee shall distribute Pro Rata the
Trust Recoveries to the Opt-In Noteholders.

                          ARTICLE V

              DISTRIBUTION OF TRUST RECOVERIES

	SECTION 5.1    DELIVERY OF DISTRIBUTIONS AND TAX REPORTING.
Subject to Section 1.5 of this Trust Agreement, distributions
for the Opt-In Noteholders and any tax reporting required by
applicable law with respect thereto shall be made by the
Trustee to the Opt-In Noteholdrers.

	SECTION 5.2    UNDELIVERABLE DISTRIBUTIONS.

		(a)  If any Opt-In Noteholder's distribution is
returned to the Trustee as undeliverable, no further
distributions to such Opt-In Noteholder shall be made unless
and until the Trustee is notified of such Opt-In Noteholder's
then current address and has received any necessary tax
withholding certificates from such Opt-In Noteholder, at which
time all missed distributions shall be made to such Opt-In
Noteholder without interest and subject to any applicable
withholding taxes.  The Trustee shall have no obligation to
investigate or pursue of the Opt-In Noteholders for a
correct address.

		(b)  If, after ninety (90) days after the return
to the Trustee of any undeliverable distributions, the Trustee
in not notified of such Opt-In Noteholder's the current address,
the claims of such Opt-In Noteholder or successor to such Opt-
In Noteholder with respect to such property shall be
discharched and forever barred notwithstanding any federal or
state escheat laws to the contrary.  Thereafter, all
unclaimed property relating to distributions to be made to
such Opt-In Noteholder shall revert to the Trust and shall be
allocated for Pro Rata redistribution by the Trustee to the
other Opt-In Noteholders upon the Trustee's receipt of
revised distribution list from the Majority Noteholders.

                      ARTICLE VI

    GENERAL POWERS, RIGHTS AND OBLIGATIONS OF THE TRUSTEE

	SECTION 6.1    APPOINTMENT OF TRUSTEE.  The Trustee shall
become the Trustee on the date this Trust Agreement is
executed by all signatories thereto.

	SECTION 6.2    LEGAL TITLE.  Subject to section 1.5 hereof,
the Trustee shall hold legal titles to all Trust Assets.  The
Trustee may upon the receipt of joint written instructions
from the Majority Noteholders, cause legal title or evidence
of title to any of the Trust Assets to be held by any nominee
or person, on such terms, in such manner and with such power
as the Trustee may determine advisable.

	SECTION 6.3    GENERAL POWERS.

		(a)  Except as otherwise provided in this Trust
Agreement and subject to section 1.5 hereof and the jurisdiction
of the Bankruptcy Court described in Article VII below, but
without prior or further Bankruptcy Court authorization, the
Trustee may, but is not required to, preserve and defend the Trust
Assets to the same extent as if the Trustee were the sole
owner of the Trust Assets in its own right.  No person
dealing with the Trust shall be obligated to inquire into the
Trustee's authority in connection with the preservation of
the Trust Assets.

		(b)  In connection with the preservation of the
Trust Assets, and only upon the joint written instructions of
the Majority Noteholders (which shall not be implied from the
existence of this Trust Agreement itself or the execution of
this Trust Agreement by the Majority Noteholders), subject to
section 1.5 hereof the Trustee shall have, in addition to any
powers conferred on it by any other provision of this Trust
Agreement, the power to take any and all actions as are
necessary or advisable to effectuate the purposes of the
Trust, including, without limitation, the power and
authority:

			(i)  to accept the assets transferred and
provided to the Trust under this Trust Agreement;

			(ii) to accept and distribute the Trust
Recoveries in accordance with the terms of this Trust Agreement;

			(iii) to engage in all acts that would
constitute ordinary course of business in performing the
obligations of a trustee under a trust of this type;

			(iv) to change the state of domicile of the
Trust;

			(v)  to establish and maintain funds, reserves
and accounts within the Trust as deemed by the Trustee, in its
discretion, to be useful in carrying out the purposes of the Trust;

			(vi) to commence or participate, as a party or
otherwise, in any judicial, administrative, arbitration or other
proceeding and to settle, compromise, or dismiss any such proceeding;

			(vii) in accordance with this Trust Agreement, to
indemnify the Trustee, and the employees, agents and
representatives of the Trust or the Trustee, to the fullest
extent that a corporation organized under the laws of the
Trust's domicile is from time to time entitled to indemnify
its directors, officers, employees, agents and
representatives; and

			(viii)    enter into an agreement to secure the
obligations of Cadiz under the Global Settlement.

		(c)  The Trustee shall not at any time, on behalf
of the Trust or the Opt-In Noteholders, enter into or engage
in any trade or business, and the Trustee shall not use or dispose
of any part of the Trust Assets in furtherance of any trade
or business.

		(d)  The Trustee shall vote to accept or reject (or
refrain from voting) on any chapter 11 plan filed in the
Bankruptcy Case only as directed jointly in writing by the Majority
Noteholders.  In the event that the Majority Noteholders do
not agree with one another with respect to such voting
direction, then the Trustee shall complete and submit one
ballot for the Allowed Cadiz Claim and vote such claim in
proportion to the directions of each individual Opt-In
Noteholder that timely provides a written direction in
accordance with instructions to the Opt-In Noteholders from
the Majority Notholders, based upon each such Opt-In
Noteholder's share of the outstanding Notes, as reflected in
the Majority Noteholders' joint list, and regardless of
whether such ballot will be valid under the Debtors' proposed
voting and solicitation procedures.  The Trustee shall have
no obligation to prosecute or defend any action to determine
the validity of any ballot submitted by the Trustee.

		(e)  The Trustee shall provide copies of the executed
Opt-In Forms returned to or received by the Trustee to the Debtors
and the Majority Noteholders.

		(f)  Notwithstanding any other provision of this
Trust Agreement, the Trustee shall have the right at any time to
request a hearing before the Bankruptcy Court on any and all
matters raised in connection with or related to this Trust
Agreement.

	SECTION 6.4    RETENTION OF ATTORNEYS, ACCOUNTANTS AND OTHER
PROFESSIONALS.  The Trustee, with the written consent of the
Majority Noteholders, shall have the authority to retain
professionals, whether legal, accountant, financial or
otherwise, as the Trustee deems advisable to aid in the
performance of its responsibilities pursuant to the terms of
the this Trust Agreement, with the payment of the fees and
expenses of such professionals to be made in accordance with
Article III of this Trust Agreement.

	SECTION 6.5    STANDARD OF CARE; EXCULPATION.  Subject to
Section 1.5 of this Trust Agreement, the Trustee shall
perform the duties and obligations imposed on the Trustee by
this Trust Agreement with reasonable diligence and care under
the circumstances.  The Trustee shall not be personally
liable to the Trust or to any third party beneficiary (or any
successor of such entities) except for such of its own acts
as shall constitute bad faith, willful misconduct, gross
negligence, willful disregard of its duties or material
breach of this Trust Agreement.  The Trustee shall not be
obligated to give any bond or surety or other security for
the performance of any of its duties.  Notwithstanding any
other provisions of this Trust Agreement, the Trustee and its
principals, officers, employees, and agents shall not be
liable and shall defended, held harmless, and indemnified by
the Majority Noteholders for any action or inaction taken at
the written direction of the Majority Noteholders.

	SECTION 6.6    RELIANCE BY TRUSTEE.  The Trustee may rely,
and shall be fully protected personally in acting upon any
resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order or other instrument
or document that it has no reason to believe to be other than
genuine and to have been signed or presented other than by
the proper party or parties or, in the case of facsimile
transmissions, to have been sent other than by the proper
party or parties, in each case without obligation to satisfy
itself that the same was given in good faith and without
responsibility for errors in delivery, transmission or
receipt.  In the absence of its bad faith, willful
misconduct, gross negligence, willful disregard of its duties
or material breach of this Trust Agreement, the Trustee may
rely as to the truth of statements and correctness of the
facts and opinions expressed therein and shall be fully
protected personally in acting thereon.  The Trustee may
consult with legal counsel, accounting, tax, or other
professionals within the performance of its duties, and shall
be fully protected in respect of any action taken or suffered
by it in accordance with such advice or opinion.  Subject to
the jurisdiction of the Bankruptcy Court described in Article
VII below, the Trustee may at any time seek instructions from
the Bankruptcy Court concerning the preservation of the Trust
Assets, distribution of the Trust Recoveries or any other
matter pertaining to this Trust Agreement and the Global
Settlement.

	SECTION 6.7    INVESTMENT OBLIGATIONS.  Subject to Section
1.5 of this Trust Agreement, the Trustee may, but shall not
be obligated to, invest and re-invest the liquid Trust Assets
consistent with the obligations of a trustee under Bankruptcy
Code  345; provided, that the Trustee shall be limited to
investing such liquid Trust Assets in demand and time
deposits, such as short-term certificates of deposit, in
banks or other savings institutions or other temporary liquid
investments such as Treasury bills.  The Trustee shall not be
liable in any way for any loss or other liability arising
from any investment, or the sale or other disposition of any
investment, made in accordance with this Section.

	SECTION 6.8    TAX FILINGS AND NOTICES; WITHHOLDING AND
REPORTING REQUIREMENTS.   Subject to Section 1.5 of this
Trust Agreement, The Trustee shall prepare and provide to, or
file with, the appropriate parties such notices, tax returns
and other filings, including all federal, state and local tax
returns for the Trust as a grantor trust pursuant to
Section 1.671-1(a) of the Treasury Regulations, as may be
required under the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), the Global Settlement, or as
may be required by applicable law of other jurisdictions
including, if required under applicable law, notices required
to report interest, dividends or gross proceeds.  Subject to
Section 1.5 of this Trust Agreement, the Trustee shall comply
with all withholding and reporting requirements imposed by
any federal, state, local, or foreign taxing authority, and
all distributions made hereunder shall be subject to any such
withholding and reporting requirements.

	SECTION 6.9    COMPLIANCE WITH SECURITIES LAWS.  Subject
to Section 1.5 of this Trust Agreement, the Trustee shall
file with the Securities and Exchange Commission and other
applicable federal and state governmental agencies the
reports and other documents and take any other actions neces
sary to comply with federal or state securities laws, if any.

	SECTION 6.10   TIMELY PERFORMANCE.  The Trustee will make
continuing efforts to make timely distributions of the Trust
Recoveries and not unduly prolong the duration of the Trust.

	SECTION 6.11   RESIGNATION.  The Trustee may resign as
Trustee by giving written notice of its resignation to the
Opt-In Noteholders.  The Trustee shall continue to serve as
trustee for the shorter of (a) thirty (30) days following the
tender of the notice of resignation or (b) until the
appointment of a successor Trustee shall become effective in
accordance with Section 6.13 of this Trust Agreement.

	SECTION 6.12   APPOINTMENT OF SUCCESSOR TRUSTEE.  In the
event of the death (in the case of a Trustee that is a
natural person), dissolution (in the case of a Trustee that
is not a natural person), resignation, incompetency or
removal of the Trustee, the Majority Noteholders shall
jointly designate a person to serve as successor Trustee.
Such appointment shall specify the date when such appointment
shall be effective.  Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to the
Bankruptcy Court and to the retiring Trustee an instrument
accepting the appointment under this Trust Agreement and
agreeing to be bound thereto, and thereupon the successor
Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties
of the retiring Trustee.

                        ARTICLE VII

                        JURISDICTION

          The parties hereto consent to the jurisdiction of
the Bankruptcy Court and the Bankruptcy Court shall retain
exclusive jurisdiction to hear and determine all matters
arising out of, and related to this Trust Agreement,
including without limitation, disputes concerning Trust
Assets and Trust Recoveries and disputes arising in
connection with the interpretation, implementation or
enforcement of the Trust.  If the Bankruptcy Court is
determined not to have jurisdiction with respect to the
foregoing, the Trust will have authority to bring such action
in any other court of competent jurisdiction.


                        ARTICLE VIII

                         TERMINATION

          The Trust shall continue until the earlier of (i)
the date that termination of the Trust is approved by the
Bankruptcy Court, or (ii) the date that is thirty-five (35)
days after the final Distribution Date and no undeliverable
distributions remain in the possession of the Trustee in
accordance with Section 5.2 of this Trust Agreement, unless
extended by the joint direction of the Majority Noteholders;
provided however that such extension will not subject the
Trust to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  Subject to Section 5.1 of this Trust
Agreement, the Trustee shall at all times endeavor to
expeditiously liquidate the Trust Assets into Trust
Recoveries, and in no event shall the Trustee unduly prolong
the duration of the Trust.  Notwithstanding the foregoing,
after the termination of the Trust but subject to Section 1.5
of this Agreement, the Trustee shall have the power to
exercise all the powers, authorities and discretions herein
conferred solely for the purpose of liquidating and winding
up the affairs of the Trust.  On distribution of all of the
Trust Assets, the Trustee shall retain the books, records and
files that shall have been delivered to or created by the
Trustee.  At the Trustee's discretion, all of such records
and documents may be destroyed at any time after one year
from the distribution of all of the Trust Assets.

                         ARTICLE IX

                        MISCELLANEOUS

	SECTION 9.1    NOTICES.  All notices, requests or other
communications required or permitted to be made in accordance
with this Trust Agreement shall be in writing and shall be
delivered personally or by facsimile transmission or mailed
by first-class mail or by overnight delivery service:

               If to the Trustee, at:

                    Logan & Company
                    546 Valley Road
                    Upper Montclair, NJ 07043
                    Attn: Kate Logan

                    With copies to:

                    Stuart Brown, Esquire
                    Buchanan Ingersoll PC
                    1201 N. Market Street, Suite 1501
                    Wilmington, DE  19801

               If to the Debtors, at:

                    SUN WORLD INTERNATIONAL, INC.
                    16350 Driver Road
                    Bakersfield, California 93308
                    Attention: Chief Financial Officer

                    with copies to:

                    Klee, Tuchin, Bogdanoff & Stern, LLP
                    Fox Plaza, 2121 Avenue of the Stars
                    Thirty-Third Floor
                    Los Angeles, California 90067
                    Attn:  Lee R. Bogdanoff

               If to Cadiz, at:

                    Cadiz Inc.
                    777 South Figueroa Street, Suite 4250
                    Los Angeles, CA  90017
                    Attn:  Keith Brackpool, Chief Executive Officer

                    with copies to:

                    Stutman, Treister & Glatt P.C.
                    1901 Avenue of the Stars, 12th Floor
                    Los Angeles, CA  90067
                    Attn:   Jeffrey H. Davidson


               If to Black Diamond, at:

                    Black Diamond Capital Management, LLC on
                    behalf of its affiliates
                    One Conway Park
                    One Field Drive, Suite 100
                    Lake Forest, Illinois 60045
                    Attn:  Chris Kipley

                    with copies to:

                    Skadden, Arps, Slate,
                      Meagher & Flom (Illinois)
                    333 West Wacker Drive, Suite 2100
                    Chicago, Illinois  60606-1285
                    Attn: Timothy R. Pohl, Esq.

               If to CFSC Wayland, at:

                    CFSC Wayland Advisers, Inc.
                    12700 Whitewater Drive
                    Minnetonka, MN  55345
                    Attn:  Blake M. Carlson

                    With copy to:

                    CFSC Wayland Advisers, Inc.
                    12700 Whitewater Drive
                    Minnetonka, MN  55345
                    Attn:  Susan D. Peterson

          Notices sent out by facsimile transmission shall be
deemed delivered when actually received, and notices sent by
first-class mail shall be deemed delivered when received and
notices sent by overnight delivery service shall be deemed
delivered the next business day after mailing.

	SECTION 9.2    EFFECTIVENESS.  This Trust Agreement shall
become effective on the date it is executed by all
signatories thereto.

	SECTION 9.3    INTENTION OF PARTIES TO ESTABLISH TRUST.
This Trust Agreement is intended to create a trust, and the Trust
created hereunder shall be governed and construed in all
respects as a trust.

	SECTION 9.4    INVESTMENT COMPANY ACT.  The Trust is
organized as a liquidating entity in the process of
liquidation, and therefore should not be considered, and the
Trust does not and will not hold itself out as, an
"investment company" or an entity "controlled" by an
"investment company" as such terms are defined in the
Investment Company Act.

	SECTION 9.5    TAXATION.  For United States federal
income tax purposes, it is intended that the Trust be
classified as a liquidating trust under  301.7701-4 of the
Treasury Regulations and as a grantor trust subject to the
provisions of Subchapter J, Subpart E of the Internal Revenue
Code that is owned by the Opt-In Noteholders as grantors.
Accordingly, the parties hereto intend that, for United
States federal income tax purposes, the Opt-In Noteholders be
treated as if they had received a distribution of an
undivided interest in the Trust Assets and then contributed
such interests to the Trust.  All Trust earnings shall be
taxable to the Opt-In Noteholders.

	SECTION 9.6    COUNTERPARTS.  This Trust Agreement may
be executed in one or more counterparts (via facsimile or
otherwise), each of which shall be deemed an original but
which together shall constitute but one and the same
instrument.

	SECTION 9.7    GOVERNING LAW.  This Trust Agreement
shall be governed by, construed under and interpreted in
accordance with the laws of the State of New York.

	SECTION 9.8    HEADINGS.  Sections, subheadings and
other headings used in this Trust Agreement are for
convenience only and shall not affect the construction of
this Trust Agreement.

	SECTION 9.9     SEVERABILITY.  Any provision of this Trust
Agreement which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions of
this Trust Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable any such provision in any other
jurisdiction.

	SECTION 9.10    AMENDMENTS.  This Trust Agreement may be
amended from time to time by the Trustee to better give
effect to the purposes of this Trust Agreement or Global
Settlement upon the written direction of the Majority
Noteholders.  The terms of the Trust may be amended by the
Trustee at any time to the extent necessary to ensure that
the Trust will not become subject to the Exchange Act or be
subject to taxation for United States federal income tax
purposes as other than a liquidating trust under  301.7701-4
of the Treasury Regulations and as a grantor trust of which
the Opt-In Noteholders are the grantors and owners.  This
Trust Agreement shall not be amended in any manner that in
any way creates or increases any burden upon, or eliminates
or reduces any benefit to, the Debtors or Cadiz without the
express written consent of the Debtors or Cadiz,
respectively.

	SECTION 9.11    THIRD PARTY BENEFICIARIES.  No party shall
be deemed a third-party beneficiary of this Trust Agreement,
including without limitation the Opt-In Noteholders.

	SECTION 9.12    SUCCESSORS.  This Trust Agreement shall
bind and inure to the benefit of the parties hereto and their
respective successors and assigns.

	SECTION 9.13    NO SUITS BY OPT-IN NOTEHOLDERS.  No Opt-In
Noteholder shall have any right by virtue of any provision of
this Trust Agreement to institute any action or proceeding in
law or in equity against any party other than the Trustee on
or under or with respect to the Trust Assets.

	SECTION 9.14    IRREVOCABILITY.  The Trust is irrevocable,
but is subject to amendment as provided for herein.

      SECTION 9.15   TRUST CONTINUANCE.  The death, dissolution,
resignation, incompetency or removal of the Trustee shall not
operate to terminate the Trust created by this Trust
Agreement or to revoke any existing agency created under the
terms of this Trust Agreement or invalidate any action
theretofore taken by the Trustee.  In the event of the
resignation or removal of the Trustee, the Trustee shall
promptly (a) execute and deliver such documents, instruments
and other writings as may be requested by the Bankruptcy
Court or reasonably requested by a successor Trustee to
effect the termination of the Trustee's capacity under this
Trust Agreement and the conveyance of the Trust Assets then
held by the Trustee to the successor, (b) deliver to the
Bankruptcy Court or the successor Trustee all documents,
instruments, records and other writings related to the Trust
as may be in the possession of the Trustee and (c) otherwise
assist and cooperate in effecting the assumption of its
obligations and functions by such successor Trustee.

	SECTION 9.16   ENFORCEMENT AND ADMINISTRATION.  The
Bankruptcy Court shall enforce and administer the provisions
of this Trust Agreement.

          IN WITNESS WHEREOF, the parties hereto have
executed this Trust Agreement or caused this Trust Agreement
to be duly executed by their respective officers thereunto
duly authorized as of the date first above written.

                    CADIZ, INC.

                    By: /s/ Keith Brackpool
                       ------------------------------
                    Name: Keith Brackpool
                    Title: CEO

                    LOGAN & COMPANY, AS TRUSTEE


                    By:  /s/ Kathleen M. Logan
                       ------------------------------
                    Name:     Kathleen M. Logan
                    Title:    President


                    BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C.,
                    on behalf of its affiliates

                    By: /s/ James J. Zenni Jr.
                       ------------------------------
                    Name: James J. Zenni Jr.
                    Title: President & Managing Partner


                    CFSC WAYLAND ADVISERS, INC.

                    By: /s/ Blake M.Carlson
                       ------------------------------
                    Name: Blake M. Carlson
                    Title: Authorized Signatory

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>exhibit10-18.txt
<TEXT>

                      ASSIGNMENT OF CLAIMS


     This ASSIGNMENT OF CLAIMS is executed and delivered this __
day of December, 2003, by Cadiz Inc., a Delaware corporation
("Cadiz"), and Sun World Noteholder Trust ("Bondholder Trust"),
pursuant to the terms of that certain Sun World - Bondholder -
Cadiz Term Sheet and Agreement in Principle dated as of October
13, 2003 by and among (i) Cadiz, (ii) Sun World International,
Inc. ("Sun World") and its debtor affiliates, and (iii) Black
Diamond Capital Management, L.L.C. and CFSC Wayland Advisers,
Inc. and their respective affiliates.

     For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Cadiz does hereby
transfer, assign and set over unto Bondholder Trust, without
representation, warranty, or recourse of any kind, all of its
right, title and interest in and to (i) the claims of Cadiz
against Sun World as set forth on Schedule A hereto (the
"Claims"), and (ii) the Proofs of Claim with respect to the
Claims filed by Cadiz in Sun World's Chapter 11 case on or about
August 28, 2003.

     IN WITNESS WHEREOF, Cadiz and Bondholder Trust have caused
this instrument to be duly executed and delivered as of the day
and year first above written.

                      CADIZ:

                         CADIZ INC., a Delaware corporation

                         By: /s/ Keith   Brackpool
                            -----------------------------
                         Title: CEO
                               --------------------------


                      BONDHOLDER TRUST:

                         SUN WORLD NOTEHOLDER TRUST

                         By: Logan  & Company,  Inc., Trustee
                         By: Kathleen M. Logan
                            -----------------------------
                         Title: President
                               --------------------------


     ACKNOWLEDGED BY SUN WORLD:

     SUN WORLD INTERNATIONAL, INC.
     a Delaware corporation


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

     Title: Chief Financial Officer
           -------------------------------


                          SCHEDULE A

CLAIM           DEBTOR         CLAIM AMOUNT   DATE         CLAIM
                                              INCURRED     NO.
Management      Sun World      Contingent/    On and       317
Services        International, Unliquidated   after Sept.
Agreement       Inc.                          13, 1996

Tax Sharing     Sun World      Contingent/    On and       315
Agreement       International, Unliquidated   after Sept.
                Inc.                          13, 1996

Notes and       Sun World      $13,536,056    Prior to     316
Advances        International,                January 30,
                Inc.                          2003

Indemnification Sun World      Contingent/    On and       313
                International, Unliquidated   after April
                Inc.                          16, 1997

Indemnification Sun Desert,    Contingent/    On and       314
 and            Inc.           Unliquidated   after April
 contribution                                 16, 1997

Indemnification Coachella      Contingent/    On and       311
 and            Growers        Unliquidated   after April
 contribution                                 16, 1997

Indemnification Sun            Contingent/    On and       312
 and            World/Rayo     Unliquidated   after April
 contribution                                 16, 1997



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>exhibit10-19.txt
<TEXT>
                         PLEDGE AGREEMENT

                  dated as of November ___, 2003

                              between

                            CADIZ INC.,

                            as Pledgor

                                and

                    SUN WORLD NOTEHOLDER TRUST,

                         as Secured Party

                         TABLE OF CONTENTS
                                                              PAGE
SECTION 1. DEFINITIONS; INTERPRETATION; GRANT OF SECURITY. . .-1-
          1.1. General Definitions. . . . . . . . . . . . . . -1-
          1.2. Definitions; Interpretation. . . . . . . . . . -3-
          1.3. Grant of Security. . . . . . . . . . . . . . . -3-

SECTION 2. SECURITY FOR OBLIGATIONS; PLEDGOR REMAINS LIABLE. .-3-
          2.1. Security for Obligations. . . . . . . . . . . .-3-
          2.2. Pledgor Remains Liable  . . . . . . . . . . . .-4-

SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS. . . .-5-
          3.1. Generally . . . . . . . . . . . . . . . . . . .-5-
          3.2. Pledged Equity Interests. . . . . . . . . . . .-8-

SECTION 4. FURTHER ASSURANCES. . . . . . . . . . . . . . . . -12-
          4.1. [INTENTIONALLY OMITTED]. . . . . . . . . . . .-12-
          4.2. Further Assurances. . . . . . . . . . . . . . -12-

SECTION 5. SECURED PARTY APPOINTED ATTORNEY-IN-FACT . . . . .-13-
          5.1. Power of Attorney. . . . . . . . . . . . . . .-13-
          5.2. No Duty on the Part of Secured Party . . . . .-14-

SECTION 6. REMEDIES . . . . . . . . . . . . . . . . . . . . .-15-
          6.1. Generally. . . . . . . . . . . . . . . . . . .-15-
          6.2. Cash Proceeds. . . . . . . . . . . . . . . . .-17-
          6.3. Application of Proceeds. . . . . . . . . . . .-17-

SECTION 7. CONTINUING SECURITY INTEREST; SUCCESSORS AND ASSIGNS;
           TRANSFER OF LOANS. . . . . . . . . . . . . . . . .-17-

SECTION 8. STANDARD OF CARE; SECURED PARTY MAY PERFORM. . . .-18-

SECTION 9. [INTENTIONALLY OMITTED]  . . . . . . . . . . . . .-18-

SECTION 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . .-19-




                         PLEDGE AGREEMENT

     This PLEDGE AGREEMENT, dated as of November ___, 2003 (this
"Agreement"), is between CADIZ INC., a Delaware corporation
("Cadiz" or "Pledgor"), and SUN WORLD NOTEHOLDER TRUST, a trust
established under the laws of the State of New York, as secured
party (in such capacity, the "Secured Party").

                             RECITALS:

     WHEREAS, on November 7, 2003, the United States Bankruptcy
Court for the Central District of California (the "Bankruptcy
Court") entered an order  approving the initial settlement (the
"Initial Settlement") by and between Sun World International Inc.
("Sun World") and its debtor affiliates (collectively, the
"Debtors") and Cadiz, corporate parent of the Debtors, by which,
among other things, the claims and causes of action held by the
Debtors against Cadiz, and the claims and causes of action held by
Cadiz against the Debtors, were resolved, and Cadiz was granted a
single allowed general unsecured claim against the Debtors in the
amount of $13,500,000 (the "Allowed Cadiz Claim");

     WHEREAS, the Initial Settlement is part of a broader,
multiparty settlement agreement (the "Global Settlement") by and
among the Debtors, Cadiz, Black Diamond Capital Management, L.L.C.
on behalf of its affiliates. ("Black Diamond") and CFSC Wayland
Advisers, Inc. ("CFSC Wayland") (collectively, the "Majority
Noteholders"), who are the holders of not less than 70% in dollar
amount of Sun World's senior secured notes due 2004 (in the
aggregate, the "Notes;" holders of the Notes are referred to
herein as "Noteholders");

     WHEREAS, pursuant to the terms of the Global Settlement,
Cadiz has agreed to, among other things, pledge all its equity
interest in Sun World to the Sun World Noteholder Trust (provided
that the Sun World Noteholder Trust shall not be permitted to vote
such shares to exercise control over Sun World prior to
confirmation of a Sun World plan of reorganization or consummation
of a sale of substantially all Sun World assets) in order to
secure its ongoing obligations under the Global Settlement; and

     WHEREAS, the secured lender of Cadiz (the "Cadiz Lender") has
reviewed the terms and conditions of the Global Settlement and has
expressly consented to and authorized Cadiz to fully perform all
its obligations under the Global Settlement.

     NOW, THEREFORE, in consideration of the promises and the
agreements, provisions and covenants herein contained, Pledgor and
Secured Party agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION; GRANT OF SECURITY.

     1.1  GENERAL DEFINITIONS. In this Agreement, the following terms
              shall have the following meanings:

              "Agreement" means this Pledge Agreement.

              "Cash Proceeds" has the meaning assigned in Section 6.2.

              "Collateral Account" means an account in the name of
              "SUN WORLD NOTEHOLDER TRUST" as designated by
              Secured Party from time to time and any successor
              account or accounts.
              "Cadiz Pledge Agreement" means that certain
              agreement, as amended from time to time, dated as of
              April 16, 1997 between Cadiz and The Bank of New
              York, whereby Cadiz has pledged shares representing
              Cadiz's equity interest in the Debtors to The Bank
              of New York as security for certain obligations of
              Cadiz, all as more fully described in the Cadiz
              Pledge Agreement.

              "Pledged Collateral" has the meaning assigned in
	        Section 1.3.

              "Pledged Equity Interests" means all equity
              interests in Sun World and the certificates, if any,
              representing such equity interests and any interest
              of Pledgor on the books and records of Sun World or
              on the books and records of any securities
              intermediary pertaining to such interest, all claims
              or rights in respect of such equity interests and
              all dividends, distributions, cash, warrants,
              rights, options, instruments, securities and other
              property or proceeds from time to time received,
              receivable or otherwise distributed in respect of or
              in exchange for any or all of such equity.

               "Proceeds" means (i) all "proceeds" as defined in
               Article 9 of the UCC, (ii) payments or
               distributions made with respect to any Pledged
               Equity Interests and (iii) whatever is receivable
               or received when Pledged Collateral or proceeds are
               sold, exchanged, collected or otherwise disposed
               of, whether such disposition is voluntary or
               involuntary.

               "Secured Obligations" has the meaning assigned in
               Section 2.1.

               "UCC" means the Uniform Commercial Code as in
               effect and amended from time to time in the State
               of New York or, when the context implies, the
               Uniform Commercial Code as in effect from time to
               time in any other applicable jurisdiction.

     1.2. DEFINITIONS; INTERPRETATION. All capitalized terms used
herein (including the preamble and recitals hereto) and not
otherwise defined herein shall have the meanings ascribed thereto
in the Global Settlement or, if not defined therein, in the UCC.
References to "Sections", "Exhibits" and "Schedules" shall be to
Sections, Exhibits and Schedules, as the case may be, of this
Agreement unless otherwise specifically provided. If any conflict
or inconsistency exists between this Agreement and the Global
Settlement, the Global Settlement shall govern.

     1.3. GRANT OF SECURITY. Pledgor hereby grants to Secured
Party a security interest and continuing lien on all of Pledgor's
right, title and interest in, to and under the following (all of
which being hereinafter collectively referred to as the "Pledged
Collateral"): (i) the Pledged Equity Interests, and (ii) all
Proceeds, products, accessions, rents and profits resulting
directly from the Pledged Equity Interests, in each case whether
now owned or existing or hereafter acquired or arising prior to
the effective date of a plan of reorganization in accordance with
the Global Settlement and wherever located

SECTION 2. SECURITY FOR OBLIGATIONS; PLEDGOR REMAINS LIABLE.

     2.1. SECURITY FOR OBLIGATIONS. This Agreement secures, and
the Pledged Collateral is collateral security for, the prompt and
complete satisfaction of any and all obligations of Pledgor under
the Global Settlement, including without limitation to
affirmatively support a plan of reorganization for Sun World that
provides no recovery on account of the equity interest of Cadiz in
Sun World and that is otherwise consistent with the Global
Settlement (provided that the Secured Party shall not be permitted
to vote such shares to exercise control over Sun World prior to
confirmation of a Sun World plan of reorganization or consummation
of a sale of substantially all Sun World assets) (the "Secured
Obligations").

     2.2. PLEDGOR REMAINS LIABLE.

          (a) Anything contained herein to the contrary
          notwithstanding, Secured Party shall not have any
          obligation or liability under any organizational
          documents relating to any Pledged Equity Interests by
          reason of this Agreement, nor shall Secured Party be
          obligated to perform any of the obligations or duties of
          Pledgor thereunder.

          (b) Secured Party shall not be obligated to assume any
          obligation or liability under any agreement relating to
          any Pledged Equity Interests unless Secured Party
          expressly agrees in writing to assume any or all of said
          obligations.

SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

     3.1. GENERALLY. Subject to (i) the execution of that certain
amendment to the Cadiz Pledge Agreement and related documents as
contemplated in and consistent with the Global Settlement and (ii)
the consent of the Cadiz Lender to the Global Settlement:

          (a)  REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and
          warrants on the Closing that:


               (i)  [intentionally omitted]


               (ii) Pledgor has the corporate power and authority
               and legal right to execute and deliver this
               Agreement and to perform its obligations hereunder.
               The execution and delivery by Pledgor of this
               Agreement and the performance of its obligations
               hereunder have been duly authorized by proper
               corporate or other requisite proceedings, Pledgor
               has duly executed and delivered this Agreement and
               this Agreement constitutes the legal, valid and
               binding obligation of Pledgor enforceable against
               Pledgor in accordance with its terms;

               (iii) neither the execution and delivery by Pledgor
               of this Agreement, nor the consummation of the
               transactions herein contemplated, nor compliance
               with the provisions hereof will violate any law,
               rule, regulation, order, writ, judgment,
               injunction, decree or award binding on Pledgor or
               its certificate or articles of incorporation or by-
               laws (or other relevant formation documents) or the
               provisions of any indenture, instrument or
               agreement to which Pledgor is a party or is
               subject, or by which it, or its property, is bound,
               or conflict with or constitute a default
               thereunder, or result in the creation or imposition
               of any Lien in, of or on the property of Pledgor
               pursuant to the terms of any such indenture,
               instrument or agreement;

               (iv) it owns the Pledged Collateral purported to be
               owned by it or otherwise has the rights it purports
               to have in each item of Pledged Collateral and, as
               to all Pledged Collateral whether now existing or
               hereafter acquired, will continue to own or have
               such rights in each item of the Pledged Collateral,
               in each case free and clear of any and all Liens,
               rights or claims of all other Persons, except for
               those Liens that may have been granted under the
               Cadiz Pledge Agreement;

               (v) upon Secured Party obtaining possession of the
               Pledged Equity Interests, or the filing of all UCC
               financing statements and other filings delivered by
               Pledgor, the security interests granted to Secured
               Party hereunder constitute valid and perfected
               first priority Liens on all of the Pledged
               Collateral, except for those Liens that may have
               been granted under the Cadiz Pledge Agreement;

               (vi) [intentionally omitted]

               (vii) [intentionally omitted]

               (viii) it has delivered to Secured Party evidence
               and copies of all required corporate actions and
               consents, including all filings, notices,
               registrations and recordings, if any;

               (ix) [intentionally omitted]

               (x) [intentionally omitted]

               (xi) to the best knowledge of Pledgor, all
               information supplied by Pledgor with respect to any
               of the Pledged Collateral is accurate and complete
               in all material respects, including without
               limitation the information provided in Schedule
               3.1;

          (b) COVENANTS AND AGREEMENTS. Pledgor hereby covenants
          and agrees that:

               (i) except for the security interest created by
               this Agreement, it shall not create or suffer to
               exist any Lien upon or with respect to any of the
               Pledged Collateral, and Pledgor shall maintain the
               security interest created hereby as a valid and
               perfected, first priority security interest in the
               Pledged Collateral, except for those Liens that may
               have been granted under the Cadiz Pledge Agreement;

               (ii) [intentionally omitted]

               (iii) [intentionally omitted]

               (iv) it shall not take any action which could
               impair Secured Party's rights in the Pledged
               Collateral;

               (v) it shall not sell, transfer or assign any
               Pledged Collateral; and

               (vi) shall comply with the terms and conditions of
               the Global Settlement.

     3.2. PLEDGED EQUITY INTERESTS. Subject to (i) the execution
of that certain amendment to the Cadiz Pledge Agreement and
related documents as contemplated in and consistent with the
Global Settlement and (ii) the consent of the Cadiz Lender to the
Global Settlement:

          (a) REPRESENTATIONS AND WARRANTIES. Pledgor hereby
          represents and warrants on the Closing that:

               (i) Schedule 3.2 (as such schedule may be amended
               or supplemented from time to time) sets forth under
               the heading "Pledged Equity Interests" all of
               Pledged Equity Interests owned by Pledgor and such
               Pledged Equity Interests constitute 100% of the
               issued and outstanding equity interests of Sun
               World;

               (ii) it is the record and beneficial owner of the
               Pledged Equity Interests free of all Liens, rights
               or claims of other Persons, except for those Liens
               that may have been granted under the Cadiz Pledge
               Agreement;

               (iii) without limiting the generality of Section
               3.1(a), no consent of any Person including any
               other member of Sun World is necessary or desirable
               in connection with the creation, perfection or
               first priority status of the security interest of
               Secured Party in any Pledged Equity Interests or
               the exercise by Secured Party of the rights
               provided for in this Agreement or the exercise of
               remedies in respect thereof, except for those Liens
               that may have been granted under the Cadiz Pledge
               Agreement; and

               (iv) none of the Pledged Equity Interests are or
               represent interests in issuers that (A) are
               registered as investment companies, (B) are dealt
               in or traded on securities exchanges or markets or
               (C) have opted to be treated as securities under
               the uniform commercial code of any jurisdiction.

          (b) COVENANTS AND AGREEMENTS. Pledgor hereby covenants
          and agrees that:

               (i) except as expressly permitted under the Global
               Settlement, without the prior written consent of
               Secured Party, it shall not vote to enable or take
               any other action to: (A) amend or terminate any
               organizational documents in any way that materially
               changes the rights of Pledgor with respect to any
               Pledged Equity Interests or adversely affects the
               validity, perfection or priority of Secured Party's
               security interest, (B) permit Sun World to issue
               any additional equity interests of any nature or to
               issue securities convertible into or granting the
               right of purchase or exchange for any equity
               interest of any nature of Sun World, (C) other than
               as permitted under the Global Settlement, permit
               Sun World to dispose of all or a material portion
               of its assets, (D) waive any default under or
               breach of any terms of any organizational document
               relating to Sun World or (E) cause Sun World to
               elect or otherwise take any action to cause the
               Pledged Equity Interests to be treated as
               securities for purposes of the UCC; provided,
               however, notwithstanding the foregoing, if Sun
               World takes any such action in violation of the
               foregoing clause (E), Pledgor shall promptly notify
               Secured Party in writing of any such election or
               action and, in such event, shall take all steps
               necessary or advisable to establish Secured Party's
               "control" of the Pledged Equity Interests;

               (ii) in the event it acquires any Pledged
               Collateral after the date hereof, Pledgor shall
               deliver to Secured Party a completed Pledge
               Supplement, substantially in the form of Exhibit A,
               together with all Supplements to Schedules thereto,
               reflecting such new interests. Notwithstanding the
               foregoing, it is understood and agreed that the
               security interest of Secured Party shall attach to
               Pledged Collateral immediately upon Pledgor's
               acquisition of rights therein and shall not be
               affected by the failure of Pledgor to deliver a
               supplement to Schedule 3.2 as required hereby;

               (iii) in the event Pledgor receives any dividends,
               interest or distributions on any Pledged Equity
               Interests, or any securities or other property upon
               the merger, consolidation, liquidation or
               dissolution of Sun World, then (A) such dividends,
               interest or distributions and securities or other
               property shall be included in the definition of
               Pledged Collateral without further action and (B)
               Pledgor shall immediately take all steps, if any,
               necessary or advisable to ensure the validity,
               perfection, priority and, if applicable, control of
               Secured Party over such Pledged Equity Interests
               (including, without limitation, delivery thereof to
               Secured Party) and pending any such action Pledgor
               shall be deemed to hold such dividends, interest,
               distributions, securities or other property in
               trust for the benefit of Secured Party and such
               dividends, interest, distributions, securities or
               other property shall be segregated from all other
               property of Pledgor;

               (iv) [intentionally omitted]

               (v) without the prior written consent of Secured
               Party, it shall not cause Sun World to merge or
               consolidate.

          (c) DELIVERY AND CONTROL. Pledgor agrees that with
          respect to any Pledged Equity Interests in which it
          currently has rights, it shall comply with the
          provisions of this Section 3.2(c) on or before the
          Closing and with respect to any Pledged Equity Interests
          hereafter acquired by Pledgor it shall comply with the
          provisions of this Section 3.2(c) immediately upon
          acquiring rights therein, in each case in form and
          substance satisfactory to Secured Party. Subject to the
          Cadiz Pledge Agreement, if Pledgor shall, as a result of
          its ownership of the Pledged Equity Interests, become
          entitled to receive or shall receive any certificate or
          instrument (including, without limitation, any
          certificate representing an in-kind dividend or a
          distribution in connection with any reclassification,
          increase or reduction of capital or any certificate
          issued in connection with any reorganization), option or
          rights, whether in addition to, in substitution of, as a
          conversion of, or in exchange for any equity interests
          of the Pledged Equity Interests, or otherwise in respect
          thereof, Pledgor shall accept the same as the agent of
          Secured Party, hold the same in trust for the benefit of
          Secured Party and deliver the same forthwith to Secured
          Party in the exact form received, duly indorsed by
          Pledgor to Secured Party, if required, together with an
          undated stock power covering such certificate duly
          executed in blank by Pledgor, and to be held in the
          possession of Secured Party, subject to the terms
          hereof, as collateral security for the Secured
          Obligations.

          (d) Voting.

               (i) Pledgor shall be entitled to exercise or
               refrain from exercising any and all voting and
               other consensual rights pertaining to the Pledged
               Equity Interests or any part thereof for any
               purpose not inconsistent with the terms of this
               Agreement or the Global Settlement; provided that
               Pledgor shall not exercise or refrain from
               exercising any such right if such action could have
               a material adverse effect on the value of the
               Pledged Collateral or any part thereof except as
               provided in the Global Settlement; and

               (ii) [intentionally omitted]

SECTION 4. FURTHER ASSURANCES.

     4.1. [INTENTIONALLY OMITTED].

     4.2. FURTHER ASSURANCES.

          (a) Pledgor agrees that from time to time, at the
          expense of the Secured Party, that it shall promptly
          execute and deliver all further instruments and
          documents, and take all further action, that may be
          necessary or desirable, or that Secured Party may
          reasonably request, in order to create and/or maintain
          the validity, perfection or priority of and protect any
          security interest granted or purported to be granted
          hereby or to enable Secured Party to exercise and
          enforce its rights and remedies hereunder with respect
          to any Pledged Collateral.

          (b) In addition, to the extent permitted by applicable
          law, Pledgor hereby authorizes Secured Party to file one
          or more financing or continuation statements, and
          amendments thereto, relative to all or any part of the
          Pledged Collateral without the signature of Pledgor.
          Pledgor agrees that a carbon, photographic or other
          reproduction of this Agreement or of a financing
          statement signed by Pledgor shall be sufficient as a
          financing statement and may be filed as a financing
          statement in any and all jurisdictions. Pledgor shall
          furnish to Secured Party from time to time statements
          and schedules further identifying and describing the
          Pledged Collateral and such other reports in connection
          with the Pledged Collateral as Secured Party may
          reasonably request, all in reasonable detail.

          (c) Pledgor hereby authorizes Secured Party to file a
          Record or Records (as defined in the UCC), including,
          without limitation, financing statements, in all
          jurisdictions and with all filing offices as Secured
          Party may determine, in its sole discretion, are
          necessary or advisable to perfect the security interest
          granted to Secured Party herein. Such financing
          statements shall describe the Pledged Collateral in
          substantially the same manner as described herein.

          (d) Pledgor shall, through the compliance of the
          covenants contained herein and through any other actions
          that may be necessary or desirable, continuously
          maintain from the date made the truthfulness and
          accuracy of every representation, warranty and
          certification made herein until the termination of this
          Agreement by its terms.

SECTION 5. SECURED PARTY APPOINTED ATTORNEY-IN-FACT.

     5.1. POWER OF ATTORNEY. Pledgor hereby irrevocably appoints
Secured Party (such appointment being coupled with an interest) as
Pledgor's attorney-in-fact, with full authority in the place and
stead of Pledgor and in the name of Pledgor, Secured Party or
otherwise, from time to time in Secured Party's
discretion to take any action and to execute any instrument that
Secured Party may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without
limitation, to prepare, sign and file any UCC financing statements
in the name of Pledgor as debtor.

     5.2. NO DUTY ON THE PART OF SECURED PARTY. The powers
conferred on Secured Party hereunder are solely to protect the
interests of Secured Party in the Pledged Collateral and shall not
impose any duty upon Secured Party to exercise any such powers.
Secured Party shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers,
and neither Secured Party nor any of its officers, directors,
employees or agents shall be responsible to Pledgor for any act or
failure to act hereunder, except for its own gross negligence or
willful misconduct.

SECTION 6. REMEDIES.

     6.1. GENERALLY. If any breach by Pledgor under this Agreement
shall have occurred and be continuing, all as determined by the
Secured Party in its sole and absolute discretion, then Secured
Party may foreclose upon the Pledged Collateral; provided that
such foreclosure remedy shall be sole and exclusive
remedy of the Secured Party for a breach of this Agreement,
without regard to any other rights and remedies available to it at
law or in equity, or under the UCC.

     6.2. Cash Proceeds. All proceeds of any Pledged Collateral
received by Pledgor consisting of cash, checks and other near-cash
items (collectively, "Cash Proceeds") shall be held by Pledgor in
trust for Secured Party, segregated from other funds of Pledgor,
and shall, forthwith upon receipt by Pledgor, unless otherwise
provided pursuant to Section 3.2(b)(iii), be turned over to
Secured Party in the exact form received by Pledgor (duly indorsed
by Pledgor to Secured Party, if required) and held by Secured
Party in the Collateral Account.

SECTION 7. CONTINUING SECURITY INTEREST; SUCCESSORS AND ASSIGNS;
           TRANSFER OF LOANS.

     This Agreement shall create a continuing security interest in
the Pledged Collateral and shall remain in full force and effect
until the satisfaction in full of all Secured Obligations, be
binding upon Pledgor, its successors and assigns, and inure,
together with the rights and remedies of Secured Party
hereunder, to the benefit of Secured Party and its successors,
transferees and assigns; provided, however, that, Pledgor may not
transfer, or otherwise assign, any of its obligations hereunder
without the prior written consent of Secured Party. Upon the
satisfaction in full of all Secured Obligations, the security
interest granted hereby shall terminate hereunder and of record
and all rights to the Pledged Collateral shall revert to Pledgor.
Upon any such termination Secured Party shall, at Pledgor's
expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence such termination.

SECTION 8. STANDARD OF CARE; SECURED PARTY MAY PERFORM.

     The powers conferred on Secured Party hereunder are solely to
protect its interest in the Pledged Collateral and shall not
impose any duty upon it to exercise any such powers. Except for
the exercise of reasonable care in the custody of any Pledged
Collateral in its possession and the accounting for
moneys actually received by it hereunder, Secured Party shall have
no duty as to any Pledged Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any
other rights pertaining to any Pledged Collateral. Secured Party
shall be deemed to have exercised reasonable care in the custody
and preservation of Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equal to
that which Secured Party accords its own property. Neither Secured
Party nor any of its directors, officers, employees or agents shall
be liable for failure to demand, collect or realize upon all or any
part of the Pledged Collateral or for any delay in doing so or shall
be under any obligation to sell or otherwise dispose of any Pledged
Collateral upon the request of Pledgor or otherwise. If Pledgor
fails to perform any agreement contained herein, Secured Party may
itself perform, or cause performance of, such agreement, and the
expenses of Secured Party incurred in connection therewith shall
be payable by Pledgor.

SECTION 9. [INTENTIONALLY OMITTED]

SECTION 10. MISCELLANEOUS.

     (a) All notices and other communications hereunder shall be
     made at the following addresses:

          If to the Sun World Noteholder Trust at:

          Logan & Company
          546 Valley Road
          Upper Montclair, NJ 07043
          Attn: Kate Logan

          with copies to:

          Skadden, Arps, Slate, Meagher & Flom (Illinois)
          333 W. Wacker Drive
          Chicago, IL 60606
          Attn: Timothy R. Pohl

          If to Cadiz at:

          Cadiz Inc.
          777 South Figueroa Street, Suite 4250
          Los Angeles, CA 90017
          Attn: Keith Brackpool, Chief Executive Officer

          with copies to:

          Stutman, Treister & Glatt P.C.
          1901 Avenue of the Stars, 12th Floor
          Los Angeles, CA 90067
          Attn: Jeffrey H. Davidson

     (b) No failure or delay on the part of Secured Party in
     exercising any right, power or remedy shall operate as a
     waiver thereof, and no single or partial exercise of any
     such right, power or remedy shall preclude any other or
     further exercise thereof, or the exercise of any other
     right, power or remedy.

     (c) No amendment, modification or waiver of, or consent with
     respect to, any provision of this Agreement shall be
     effective unless the same shall be in writing and signed and
     delivered by Secured Party and Pledgor (in the event of an
     amendment or modification), and then such amendment,
     modification, waiver or consent shall be effective only in
     the specific instance and for the specific purpose for which
     given.

     (d) Except as provided in Section 6.1 of this Agreement, all
     obligations of Pledgor and all rights, powers and remedies of
     Secured Party expressed herein are in addition to all other
     rights, powers and remedies possessed by them, including,
     without limitation, those provided by applicable law or in
     any other written instrument or agreement relating to any of
     the Secured Obligations or any security therefore.

     (e) In case any provision in or obligation under this
     Agreement shall be invalid, illegal or unenforceable in any
     jurisdiction, the validity, legality and enforceability of
     the remaining provisions or obligations, or of such provision
     or obligation in any other jurisdiction, shall not in any way
     be affected or impaired thereby.

     (f) This Agreement and any amendments, waivers, consents or
     supplements hereto or in connection herewith may be executed
     in any number of counterparts and by different parties hereto
     in separate counterparts, each of which when so executed and
     delivered shall be deemed an original, but all such
     counterparts together shall constitute but one and the same
     instrument; signature pages may be detached from multiple
     separate counterparts and attached to a single counterpart so
     that all signature pages are physically attached to the same
     document.

     (g) THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
     CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
     STATE OF NEW YORK. This Agreement and exhibits constitute the
     entire understanding among the parties hereto with respect to
     the subject matter hereof and supersede any prior agreements,
     written or oral, with respect thereto.

     (h) The Bankruptcy Court shall retain exclusive jurisdiction
     to enforce the terms of this Agreement and to decide disputes
     which may arise or result from, or be connected with, this
     Agreement or any document or instrument executed in
     connection with the transactions contemplated herein, any
     breach or default hereunder or thereunder, or the
     transactions contemplated hereby.

     (i) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO
     WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
     CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
     OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
     OF THIS AGREEMENT OR THE RELATIONSHIP THAT IS BEING
     ESTABLISHED.

     (j) With respect to this Agreement only, no claim (other than
     claims arising out of the gross negligence or willful
     misconduct of a Protected Person (as defined below)) shall be
     made by Pledgor or any of its affiliates against Secured
     Party or any of its respective affiliates, directors,
     employees, attorneys or agents (the "Protected Persons") for
     any special, indirect, consequential or punitive damages in
     connection with, arising out of or in any way related to the
     transactions contemplated by this Agreement or any act or
     omission or event occurring in connection therewith, and
     Pledgor hereby waives, releases and agrees not to sue upon
     any such claim for any such damages, whether or not accrued
     and whether or not known or suspected to exist in its favor.

     (k) Section headings in this Agreement are included herein
     for convenience of reference only and shall not constitute a
     part of this Agreement for any other purpose or be given any
     substantive effect.

     (l) All references herein to provisions of the UCC shall
     include all successor provisions under any subsequent version
     or amendment to any Article of the UCC.

           [Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Pledgor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.

CADIZ INC.

By:
Name:
Title:

SUN WORLD NOTEHOLDER TRUST
By:
Name:
Title:




                           SCHEDULE 3.1

                        PLEDGOR INFORMATION

(A)  Full Legal Name and Chief Executive Office of Pledgor:(1)

(B)  Jurisdiction of Organization of Pledgor:

(C)  Other Names (including any Trade-Name or Fictitious Business
     Name) under which Pledgor has conducted Business for the past Five
     (5) Years:
------------------------
(1) If the principal place of business of Pledgor is located
outside of the United States, include the address of the major
executive office in the United States, if any, of Pledgor.


                           SCHEDULE 3.2
                     PLEDGED EQUITY INTERESTS

Pledged Equity Interests:

Grantor   Stock   Class of   Certificated   Stock   Par   No. of   o/o of Out-
          Issuer   Stock        (y/n)       Cert.  Value  Pledged   standing
                                             No.          Units     Stock of
                                                                  Stock Issuer


                             EXHIBIT A


                         PLEDGE SUPPLEMENT

     This PLEDGE SUPPLEMENT, dated as of [mm/dd/yy], is delivered
pursuant to the Pledge Agreement, dated as of November [___], 2003
(as it may be from time to time amended, restated, modified or
supplemented, the "Sponsor Pledge Agreement"), between CADIZ INC.,
as Pledgor, and SUN WORLD NOTEHOLDER TRUST, as Secured Party.
Capitalized terms used herein not otherwise defined herein shall
have the meanings ascribed thereto in the Sponsor Pledge
Agreement.

     Pledgor hereby confirms the grant to Secured Party set forth
in the Sponsor Pledge Agreement of, and does hereby grant to
Secured Party, a security interest in all of Pledgor's right,
title and interest in and to all Pledged Collateral to secure the
Secured Obligations, in each case whether now or hereafter
existing or in which Pledgor now has or hereafter acquires an
interest and wherever the same may be located. Pledgor represents and
warrants that the attached Supplements to Schedules accurately and
completely set forth all additional information required pursuant
to the Sponsor Pledge Agreement and hereby agrees that such
Supplements to Schedules shall constitute part of the Schedules to
the Sponsor Pledge Agreement.


IN WITNESS WHEREOF, Pledgor has caused this Pledge Supplement to
be duly executed and delivered by its duly authorized officer as of the
date set forth above.


CADIZ INC.
By:
Name:
Title:






                  SCHEDULE 3.1 TO PLAN SUPPLEMENT

                        PLEDGOR INFORMATION

Additional Information:

(A)  Full Legal Name and Chief Executive Office of Pledgor(1):

(B)  Jurisdiction of Organization of Pledgor:

(C)  Other Names (including any Trade-Name or Fictitious Business
     Name) under which Pledgor has conducted Business for the past Five
     (5) Years:

-------------------
(1) If the principal place of business of Pledgor is located
outside of the United States, include the address of the major
executive office in the United States, if any, of Pledgor.


                  SCHEDULE 3.2 TO PLAN SUPPLEMENT

                     PLEDGED EQUITY INTERESTS

Additional Information:






Pledged Equity Interests:





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>exhibit10-20.txt
<TEXT>


AGREEMENT RE CLOSING OF "SUN WORLD-BONDHOLDER-CADIZ TERM
            SHEET AND AGREEMENT IN PRINCIPLE"

          THIS AGREEMENT (the "Closing Agreement") is
entered into as of November 24, 2003, by and between
Black Diamond Capital Management, L.L.C., on behalf of
its affiliates, and CFSC Wayland Advisers, Inc. and their
respective affiliates (collectively, the "Majority
Bondholders"), and Cadiz Inc. ("Cadiz"), with reference
to the following facts and recitations:

          A.   On October 13, 2003, Sun World
International, Inc. ("SWI") and its debtor affiliates
(collectively, "Sun World"), Cadiz, and the Majority
Bondholders entered into the "Sun World-Bondholder-Cadiz
Term Sheet and Agreement in Principle" (the "Settlement
Agreement").

          B.   On November 7, 2003, the United Sates
Bankruptcy Court for the Central District of California,
Riverside Division (the "Bankruptcy Court") entered its
order (the "Approval Order") approving the Initial
Settlement (as defined in the Settlement Agreement).

          C.   On November 14, 2003, an unsecured
creditor of Sun World filed a notice of appeal from the
Approval Order (the "Pending Appeal")

          D.   No stay of the Approval Order has been
requested or issued.

          E.   Section 2.A of the Settlement Agreement
provides that the Closing (as defined in the Settlement
Agreement) shall occur on or before the fifth business
day after the Court's order approving the Initial
Settlement becomes final and non-appealable, or prior
thereto if so agreed by Cadiz and the Majority
Bondholders in their discretion.

          F.   After discussions, Cadiz and the Majority
Bondholders have agreed that, notwithstanding the Pending
Appeal, the Closing shall occur on the terms and
conditions set forth in this Closing Agreement.

          NOW, THEREFORE, IT IS HEREBY AGREED, by and
between the parties hereto, as follows:

          1.   Notwithstanding the Pending Appeal, the
Closing of the Settlement Agreement shall take place on
December __, 2003, at 1:00 PM Pacific Standard Time (the
"Scheduled Closing Time").
          2.   In the event that the Closing shall not
have occurred, then any party hereto may, at any time
thereafter but before the Closing has occurred, elect to
terminate this Closing Agreement by providing written
notice of termination to each other party hereto.  If
this Closing Agreement is so terminated, it shall be of
no force or effect.

          3.   Notwithstanding the Closing or this
Closing Agreement, the parties' respective rights and
obligations under the Settlement Agreement, the Approval
Order, and each of the documents executed by the parties
to implement the Settlement Agreement and the Approval
Order shall remain in full force and effect, and nothing
contained herein shall constitute or be construed as a
waiver thereof by any party.

          4.   In the event that the Approval Order shall
be reversed, modified, or set aside or shall otherwise
not be in full force and effect for any reason, then
Cadiz and the Majority Bondholders shall each use their
respective reasonable efforts in good faith to preserve
the benefits of the Settlement Agreement for the parties
hereto.  Without limitation of the foregoing: (a) the
assignment, pursuant to Section 2.A of the Settlement
Agreement, of the Allowed Cadiz Claim (as defined in the
Settlement Agreement) and the pledge of Cadiz's equity
interest in SWI to the Bondholder Trust (as defined in
the Settlement Agreement) shall remain fully effective;
(b) Cadiz's agreement, pursuant to Section 1.B of the
Settlement Agreement, that it will affirmatively support
a plan of reorganization for Sun World that provides no
recovery on account of Cadiz's equity interest in SWI and
that is otherwise consistent with the Settlement
Agreement shall remain fully effective; (c) the
Bondholder Trust, the Opt-In Forms (as defined in the
Settlement Agreement), the Majority Bondholders'
irrevocable instructions to the Indenture Trustee (as
defined in the Settlement Agreement) to take no action
against Cadiz on behalf of Bondholders (as defined in the
Settlement Agreement) or on account of the Guaranty (as
defined in the Settlement Agreement), and the Majority
Bondholders' irrevocable consent to the amendment of the
indenture deleting substantially all covenants and other
provisions relating to the Guaranty or remedies against
Cadiz as guarantor, each as executed pursuant to Sections
2.B. and 2.C. of the Settlement Agreement, shall remain
fully effective; (d) the Majority Bondholders' agreement,
pursuant to Section 3 of the Settlement Agreement, that
any plan of reorganization filed or supported by Sun
World and /or the Majority Bondholders shall provide (i)
that the consideration to Bondholders contemplated under
such plan is in full satisfaction and settlement of all
claims of Bondholders under the indenture, including the
Guaranty, (ii) that the indenture for the bonds
(including the Guaranty thereunder) shall be deemed
cancelled and extinguished as of the effective date of
the plan, and (iii) for all Bondholders to be deemed to
release their Guaranty claims against Cadiz in exchange
for the consideration to be distributed to the Bondholder
Trust, and the obligations of Sun World and the Majority
Bondholders to each use their respective reasonable
efforts in good faith to have these provisions approved
by the Court as part of any plan shall each remain fully
effective; and (e) Cadiz and the Majority Bondholders
shall each use their respective reasonable efforts in
good faith to defend against and defeat any objections to
claims and/or avoidance actions which might be brought
seeking to disallow or reduce the Cadiz Claim assigned to
the Bondholder Trust or seeking any recovery from Cadiz
and, if there is any such recovery from Cadiz, to turn
over to Cadiz any net cash proceeds of any avoidance
actions against Cadiz actually distributed to the
Majority Bondholders.

          5.   The parties agree to execute such other
documents as may be reasonably necessary or appropriate
to effectuate the purposes of the Settlement Agreement,
including without limitation additional directions to the
Indenture Trustee and consents to additional amendments
to the indenture consistent with the Settlement
Agreement.

          6.   This Closing Agreement is intended, and
shall be construed, to preserve for each party the
benefits of the Settlement Agreement to the maximum
feasible extent.

Accepted and Agreed:

Black Diamond Capital
    Management, L.L.C.             Cadiz Inc.

By: James J. Zinni Jr.             By: /s/ Jennifer Hankes Painter
   ---------------------------        -----------------------------
Its: President & Managing Partner  Its: VP, General Counsel
    ------------------------------     -------------------------


CFSC Wayland Advisors, Inc.

By: /s/ Blake M. Carlson
   --------------------------
Its: Authorized Signatory
    --------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>exhibit10-21.txt
<TEXT>


                     MUTUAL GENERAL RELEASE

          THIS MUTUAL GENERAL RELEASE (the "Release") is entered
into by and between Sun World International, Inc., a Delaware
corporation ("SWI"), Sun Desert, Inc., a Delaware corporation,
Coachella Growers, a California Agricultural Cooperative, and Sun
World/Rayo, a California corporation, debtors and debtors in
possession (collectively, the "Sun World Entities"), on the one
hand; and Cadiz Inc., a Delaware corporation ("Cadiz") on the
other hand; with reference to the following facts and
recitations:

          A.   The Sun World Entities are the debtors and debtors
in possession in chapter 11 cases (the "Chapter 11 Cases")
pending in the United States Bankruptcy Court for the Central
District of California, Riverside Division (the "Bankruptcy
Court") as case numbers RS-03-11370-DN, RS-03-11369-DN, RS-03-
11371-DN, and RS-03-11374-DN.  The Sun World Entities filed their
respective Voluntary Petitions commencing the Chapter 11 Cases on
January 30, 2003.

          B.   The Sun World Entities have asserted various
potential claims and causes of action of their respective
bankruptcy estates (collectively, the "Estates") against Cadiz;
Cadiz has asserted various potential claims and causes of action
against the Estates and has filed seven proofs of claim against
the Estates.  These claims and causes of action are, except as
otherwise provided in this Release, denied and disputed.

          C.   The Sun World Entities and Cadiz have undertaken
such investigation of the potential claims and causes of action
as they and their respective counsel deem appropriate and
practicable under the circumstances.

          D.   After negotiations, the Sun World Entities and
Cadiz have reached a settlement and compromise of the potential
claims and causes of action on the terms set forth in the "Sun
World-Bondholder-Cadiz Term Sheet and Agreement in Principle"
dated October 13, 2003 (the "Settlement Agreement"), which is
attached to the "Motion for Order Authorizing Debtors to Enter
into Initial Settlement with Cadiz Inc." (the "Motion") filed in
the Chapter 11 Cases on October 15, 2003 by the Sun World
Entities.

          E.   The Motion has been granted, and the Settlement
Agreement has been duly approved by the Bankruptcy Court in the
"Order Authorizing Debtors to Enter into Initial Settlement with
Cadiz Inc." (the "Settlement Order") entered in the Chapter 11
Cases on November 7, 2003.

          F.   In furtherance of the Settlement Agreement and the
Settlement Order, this Release is executed effective as of the
Closing Date (the "Closing Date"), as defined in the Settlement
Agreement.

          NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants herein, and other good and valuable
consideration, the parties hereby agree as follows:

          1.   As of the Closing Date, the Sun World Entities and
the Estates shall be deemed to forever release, relieve, and
discharge Cadiz and (with respect only to matters arising out of
or related to any potential claims and causes of action of the
Sun World Entities and the Estates against Cadiz) its successors
and assigns, from any and all claims, liabilities, demands,
causes of action, debts, obligations, promises, acts, agreements,
and damages, of whatever kind or nature, whether known or
unknown, suspected or unsuspected, contingent or fixed,
liquidated or unliquidated, matured or unmatured, whether at law
or in equity, which the Sun World Entities or the Estates ever
had, now have, or may, shall, or can hereafter have, directly or
indirectly arising out of or in any way based upon, connected
with, or related to matters, things, acts, conduct, and/or
omissions at any time from the beginning of the world through and
including the Closing Date, including without limitation any and
all claims arising under or related to the Bankruptcy Code,
including without limitation sections 541, 542, 544, 545, 547,
548, 549, and/or 553 thereof.

          2.   As of the Closing Date, Cadiz shall be deemed to
forever release, relieve, and discharge the Sun World Entities
and the Estates and (with respect only to matters arising out of
or related to any potential claims and causes of action of Cadiz
against the Sun World Entities and the Estates) their successors
and assigns, from any and all claims, liabilities, demands,
causes of action, debts, obligations, promises, acts, agreements,
and damages, of whatever kind or nature, whether known or
unknown, suspected or unsuspected, contingent or fixed,
liquidated or unliquidated, matured or unmatured, whether at law
or in equity, which Cadiz ever had, now has, or may, shall, or
can hereafter have, directly or indirectly arising out of or in
any way based upon, connected with, or related to matters,
things, acts, conduct, and/or omissions at any time from the
beginning of the world through and including the Closing Date.

          3.   As of the Closing Date, all contracts and
agreements between Cadiz and any of the Sun World Entities,
whether written or oral, of whatever kind or nature (including
without limitation the "Credit Agreement among Sun World
International, Inc., as Borrower, and Cadiz Land Company, Inc.,
as Lender, Dated as of March 31, 1998," the "Services Agreement,"
as amended, and the "Tax Sharing Agreement"), shall be deemed
terminated and rejected, and any and all claims, liabilities,
demands, causes of action, debts, obligations, promises, acts,
agreements, and damages directly or indirectly arising out of or
in any way based upon, connected with, or related to such
contracts and agreements shall be included in the matters
released under paragraphs 1 and 2 above.

          4.   Notwithstanding paragraphs 1, 2, and 3 above,
nothing contained in this Release shall affect or release the
following:

               (a)  the allowed, general unsecured non-priority
     claim of Cadiz in the Chapter 11 Cases in the amount of
     $13,500,000 which, effective on the Closing Date, shall be
     assigned by Cadiz to the Sun World Noteholder Trust pursuant
     to the Settlement Agreement;

               (b)  the equity interest of Cadiz in SWI
     representing 100% of the outstanding shares of SWI which,
     effective on the Closing Date, shall be pledged by Cadiz to
     the Sun World Noteholder Trust pursuant to the Settlement
     Agreement;

               (c)  the "Amended and Restated Agricultural Lease
     Agreement" dated June 6, 2003, between Cadiz, as lessor, and
     SWI, as lessee, previously assumed by SWI pursuant to an
     order of the Bankruptcy Court, and all of the parties'
     respective rights and obligations thereunder; and

               (d)  the Settlement Agreement, the Settlement
     Order, this Release, and other documents executed in
     furtherance of the Settlement (collectively, the "Settlement
     Documents") and the parties' respective rights and
     obligations under the Settlement Documents.

          5.   On the Closing Date, the Sun World Entities, the
Estates, and Cadiz, and each of them, shall be deemed to waive
any and all rights or benefits which they have or may have under
Section 1542 of the Civil Code of the State of California, to the
full extent that they may waive such rights and benefits,
pertaining to the matters released herein.  Section 1542 of the
Civil Code of the State of California provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
     THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
     FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
     KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
     SETTLEMENT WITH THE DEBTOR.

In connection with such waiver and relinquishment, the parties
acknowledge that they are aware that they may hereafter discover
claims presently unknown or unsuspected, or facts in addition to
or different from those which they know or believe to be true,
with respect to the matters released herein.  Nevertheless, it is
the intention of the Sun World Entities, the Estates, and Cadiz
through this Release, and with the advice of counsel, fully,
finally, and forever to settle and release all such matters, and
all claims relative thereto, which do now exist, or heretofore
have existed between the parties.  In furtherance of such
intention, the releases herein given shall be and remain in
effect as a full and complete release of such matters
notwithstanding the discovery or existence of any such additional
or different claims or facts relative thereto.

          6.   The Sun World Entities, the Estates, and Cadiz
hereby represent and warrant to, and agree with, each other as
follows:

               (a)  Each party has received independent legal
     advice from attorneys of its choice with respect to the
     advisability of executing this Release and making the
     settlement and releases provided herein.

               (b)  Except as expressly stated in this Release,
     no party has made any statement or representation to any
     other party regarding any fact relied upon by that party in
     entering into this Release, and each party specifically does
     not rely upon any statement, representation, or promise of
     the other party in entering into this Release or in making
     the settlement provided for herein, except as expressly
     stated in this Release.

               (c)  Each party and its attorneys have made such
     investigation of the facts pertaining to this Release and
     all of the matters pertaining thereto as it deems necessary.

               (d)  This Release has been carefully read by, the
     contents hereof are known and understood by, and it is
     signed freely by each person executing this Release.

               (e)   Each party covenants and agrees not to bring
     any claim, action, suit, or proceeding against any other
     party hereto, directly or indirectly, regarding or related
     in any manner to the matters released hereby, and further
     covenants and agrees that this Release is a bar to any such
     claim, action, suit, or proceeding.

          7.   Each party represents and warrants to each other
party that such party has not heretofore assigned or transferred,
or purported to assign or transfer, to any person or entity any
claims or other matters herein released, except (i) Cadiz
previously granted to its lender (the "Cadiz Lender") a security
interest in Cadiz's claims against the Sun World Entities and
(ii) effective as of the Closing, the Cadiz Lender consents to
this Release on terms approved by Sun World.

          8.   This Release effects the settlement of claims
which are denied and contested, and nothing contained herein
shall be construed as an admission by any party of any liability
or fact or a concession by any party of any question of law.

          9.   This Release shall inure to the benefit of, and
shall be binding upon, the successors and assigns of each of the
parties hereto, including without limitation any chapter 11
trustee, any chapter 7 trustee, any examiner, and any other
representative which may be appointed for any of the Sun World
Entities or the Estates.

          10.  All parties hereto agree to bear their own costs
and attorneys' fees regarding this Release.

          11.  This Release and the other Settlement Documents
express the entire agreement of the parties hereto relative to
the subject matter hereof.  No covenants, agreements,
representations, or warranties of any kind whatsoever have been
made by any party hereto, except as specifically set forth in
this Release or in the other Settlement Documents.  All prior
discussions and negotiations have been and are merged and
integrated into, and are superseded by, this Release and the
other Settlement Documents.

          12.  This Release shall be construed in accordance
with, and be governed by, the law of the State of California
(without reference to conflict of law provisions) and, to the
extent applicable, Federal bankruptcy law.  The parties consent
to the jurisdiction of the Bankruptcy Court to enforce this
Release and to adjudicate any disputes which may arise under this
Release.

          13.  This Release may be executed and delivered in two
or more counterparts, which may be facsimile copies, each of
which, when so executed and delivered, shall be deemed an
original, but such counterparts together shall constitute but one
and the same instrument.

          14.  The warranties and representations of this Release
are deemed to survive the execution and effectiveness hereof.

EXECUTED THIS __ DAY OF DECEMBER, 2003.



SUN WORLD INTERNATIONAL, INC., a Delaware corporation,
SUN DESERT, INC., a Delaware corporation,
COACHELLA GROWERS, a California Agricultural Cooperative, and
SUN WORLD/RAYO, a California corporation,
As Debtors and Debtors in Possession and
Representatives of their Chapter 11 Estates


By: /s/ Stanley E. Speer
   ------------------------------------
    Their Chief Financial Officer



CADIZ INC., a Delaware corporation


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>19
<FILENAME>exhibit10-22.txt
<TEXT>

       RESOLUTION THE DIRECTORS OF CADIZ INC. AUTHORIZING
              THE MANAGEMENT EQUITY INCENTIVE PLAN


     WHEREAS, it is in the best interests of this Company that
this Company implement a program to retain key personnel
(including both employees and consultants) and to provide
additional incentives to those personnel; and

     WHEREAS, such a program (the "Management Equity Incentive
Plan" or the "Plan") would involve the issuance of equity
securities of the Company;

     NOW, THEREFORE, BE IT RESOLVED, that this Board hereby
authorizes the creation by this Company of a Management Equity
Incentive Plan;

     FURTHER RESOLVED, that a total of 1,472,051 shares of this
Corporation's common stock be set aside and reserved for issuance
under the Plan;

     FURTHER RESOLVED, that a total of 717,373 shares (the
"Initial Allocation Shares") be allocated and issued under the
Plan pursuant to the direction of an initial allocation committee
(the "Initial Allocation Committee") consisting of Keith
Brackpool, Rick Stoddard and the Chairman of the Compensation
Committee of this Board of Directors;

     FURTHER RESOLVED, that the Initial Allocation Shares so
issued under the Plan shall be in the form of shares of common
stock subject to vesting conditions, with 1/3 of any award grant
consisting of common stock vesting immediately, and with the
remaining 2/3 of any award subject to vesting in two equal
installments upon December 11, 2004 and December 11, 2005
(subject to continued status as an employee or consultant to this
Company as of the respective vesting date, but also subject to
immediate vesting in full of any theretofore unvested shares upon
any termination without cause);

     FURTHER RESOLVED, that the Initial Allocation Committee
shall have the right to award all or any part of the shares under
the Plan to members of the Initial Allocation Committee (as well
as other key personnel) without the need for further approval of
this Board of Directors; and

     FURTHER RESOLVED, that following the effective date of the
Plan, a total of 754,678 shares (the "Subsequent Allocation
Shares") be issuable under the Plan pursuant to the direction of,
and upon such vesting and other conditions as may be established
by, the Compensation Committee of this Board of Directors;

     FURTHER RESOLVED, that the Initial Allocation Committee or
the recipients of shares under the Plan may designate such trusts
or other nominees to hold such shares as may be reasonably
appropriate for tax planning purposes;

     FURTHER RESOLVED, that with respect to the Initial
Allocation Shares, the Initial Allocation Committee shall have
the authority to prepare, execute and administer any
documentation with respect to the Plan and the issuance of
securities pursuant to the Plan as the Initial Allocation
Committee and/or counsel to the Company may deem necessary or
desirable;

     FURTHER RESOLVED, that with respect to the Subsequent
Allocation Shares, the Compensation Committee shall have the
authority to prepare, execute and administer any documentation
with respect to the Plan and the issuance of securities pursuant
to the Plan as the Compensation Committee and/or counsel to the
Company may deem necessary or desirable;

     FURTHER RESOLVED, that the number of equity securities
issuable under the Management Equity Incentive Plan be subject to
proportionate adjustment in the event that the number of
outstanding shares of the Company's common stock is changed by a
stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar
change in the capital structure of the Company without
consideration;

     FURTHER RESOLVED, that any officer of the Company be and
hereby is authorized, empowered and directed, for an on behalf of
this Company, to take such actions as may be necessary or
appropriate to effectuate the foregoing resolutions;

     FURTHER RESOLVED, that any and all actions heretofore taken
by any officer of the Company to the foregoing effect and all
agreements, documents or writings related thereto, are hereby
authorized, approved, ratified and confirmed in all respects; and
any and all actions hereafter taken or to be taken by any such
officers in furtherance of the objects set forth in any of the
preceding resolutions, and all agreements, documents or writing
relating thereto, are hereby authorized, approved, ratified and
confirmed in all respects.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>20
<FILENAME>exhibit21-1.txt
<TEXT>
                                                                    EXHIBIT 21.1




                                   CADIZ INC.

                           SUBSIDIARIES OF THE COMPANY


Rancho Cadiz Mutual Water Company
Sun World International, Inc.
Cadiz Real Estate LLC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>21
<FILENAME>exhibit31-1.txt
<TEXT>


   CERTIFICATION PURSUANT TO SECTION 302 OF THE
          SARBANES-OXLEY ACT OF 2002

I , Keith Brackpool, certify that:

	1.  I have reviewed this annual report on Form 10-K of
      Cadiz Inc.;

	2.  Based on my knowledge, this report does not contain
      any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements
      made, in light of the circumstances under which such
      statements were made, not misleading with respect to
      the period covered by this report;

	3.  Based on my knowledge, the financial statements, and
      other financial information included in this report,
      fairly present in all material respects the financial
      condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in
      this report;

	4.  The registrant's other certifying officer and I are
      responsible for establishing and maintaining
      disclosure controls and procedures (as defined in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
      registrant and have:

		a)  Designed such disclosure controls and procedures,
		or caused such disclosure controls and procedures
		to be designed under our supervision, to ensure
		that material information relating to the
		registrant, including its consolidated
		subsidiaries, is made known to us by others within
		those entities, particularly during the period in
		which this report is being prepared;

      	b)  Evaluated the effectiveness of the registrant's
		disclosure controls and procedures and presented in
		this report our conclusions about the effectiveness
		of the disclosure controls and procedures, as of
		the end of the period covered by this report based
		on such evaluation; and

      	c)  Disclosed in this report any change in the
		registrant's internal control over financial
		reporting that occurred during the registrant's
		most recent fiscal quarter (the registrant's fourth
		fiscal quarter in the case of an annual report)
		that has materially affected, or is reasonable
		likely to materially affect, the registrant's
		internal control over financial reporting; and

	5.  The registrant's other certifying officer and I have
      disclosed, based on our most recent evaluation, to the
      registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing
      the equivalent functions):

      	a)  All significant deficiencies in the design or
		operation of internal controls which are reasonably
		likely to adversely affect the registrant's ability
		to record, process, summarize and report financial
		information; and

	      b)  Any fraud, whether or not material, that involves
		management or other employees who have a
		significant role in the registrant's internal
		control over financial reporting.

Dated: November 1, 2004

                              /s/ Keith Brackpool
					---------------------------------
                              Keith Brackpool
                              Chairman, Chief Executive Officer
                              and Chief Financial Officer


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