                                                                   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

