
       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.


