                                                                   EXHIBIT 10.7

                                PLEDGE AGREEMENT


         PLEDGE  AGREEMENT,  dated as of November  __, 2002 (this  "Agreement"),
made by Keith Brackpool ("Pledgor"),  as the obligor hereunder, to Cadiz Inc., a
Delaware corporation ("Secured Party").

                              W I T N E S S E T H:

         WHEREAS,  Pledgor  and  Secured  Party  are  parties  to that  Security
Agreement dated as of July 5, 2002 ("Security  Agreement")  securing a loan from
Secured  Party to Pledgor in a principal  amount up to  $1,000,000  (the "Loan")
represented  by a  Promissory  Note  of even  date  therewith  (the  "Promissory
Note")(the   Security   Agreement  and  the  Promissory   Note  are  hereinafter
collectively referred to as the "Loan Documents");

         WHEREAS,  the Loan Documents  provide for a pledge of collateral in the
form of certain of Pledgor's  stock in the Secured Party (the  "Pledged  Stock")
equal to or greater than 133% of the outstanding  principal and the then-accrued
interest due on the Loan (the "Collateral Minimum Amount");

         WHEREAS,  the value of the Pledgor's Pledged Stock has fallen below the
Collateral Minimum Amount and Pledgor is executing and delivering this Agreement
in order to provide  collateral  to Secured  Party with an agreed  upon value in
excess of the Collateral Minimum Amount;

         WHEREAS, Pledgor is the owner of a limited partnership interest in 1334
Partners,  L.P., a California  limited  partnership  ("1334 Partners,  L.P.") as
described on Schedule A attached hereto and made a part hereof;

         WHEREAS, by means of this Agreement, Pledgor is pledging, as additional
collateral for the Loan, 25% of Pledgor's limited  partnership  interest in 1334
Partners,  L.P.  equating to a 24.60682%  limited  partnership  interest in 1334
Partners,  L.P.,  as  described  on  Schedule A attached  hereto and made a part
hereof (the "Pledged Partnership Interest");

         WHEREAS,  based up the most recent independent  appraisal of the assets
of 1334 Partners,  L.P., a 24.60682%  interest in 1334 Partners,  L.P. has a net
equity value of  approximately  $1 million to $1.5 million  dollars,  which when
combined with the value of the Pledged Stock will exceed the Collateral  Minimum
Amount;

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  Pledgor hereby
agrees as follows:

         SECTION 1.  PLEDGE;  ASSIGNMENT;  GRANT OF SECURITY  INTEREST.  Pledgor
hereby pledges, hypothecates and assigns to the Secured Party, and hereby grants
to the Secured


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Party, a pledge and assignment of, and a security interest in, all of his right,
title and interest in and to the following (the "Collateral"):

                  (a) All interests  now owned or hereafter  acquired by Pledgor
in and to the  Pledged  Partnership  Interest  and all rights  related  thereto,
including,  without  limitation,  (i) all  rights of  Pledgor as an owner of the
Pledged Partnership  Interest under the partnership  agreement of 1334 Partners,
L.P.  (the  "Partnership  Agreement")  and all rights to receive  distributions,
cash,  instruments  and other property from time to time receivable or otherwise
distributable in respect of the Pledged Partnership Interest, (ii) all rights of
Pledgor to receive  proceeds of any insurance,  indemnity,  warranty or guaranty
with respect to the Pledged  Partnership  Interest,  (iii) all claims of Pledgor
for  damages  arising out of or for breach of or default  under the  Partnership
Agreement  with respect to the Pledged  Partnership  Interest,  (iv) any and all
rights of  Pledgor to  terminate  the  Partnership  Agreement,  to  perform  and
exercise  consensual or voting rights  thereunder and to compel  performance and
otherwise  exercise  all  remedies   thereunder  with  respect  to  the  Pledged
Partnership  Interest,  (v) all  rights of  Pledgor  as a holder of the  Pledged
Partnership  Interest  to any  property  and assets of the 1334  Partners,  L.P.
(whether  real  property,  inventory,   equipment,  contract  rights,  accounts,
receivables,  general  intangibles,   securities,  instruments,  chattel  paper,
documents,  chooses  in  action  or  otherwise),  and (vi) all  certificates  or
instruments evidencing ownership of the Pledged Partnership Interest; and

                  (b) to the extent not included in the foregoing,  all proceeds
of any and all of the foregoing  (including,  without limitation,  proceeds that
constitute property of the types described above).

         SECTION 2. SECURITY FOR SECURED OBLIGATIONS. This Agreement secures the
prompt and complete  payment of the Loan and the  performance of all obligations
of the Pledgor now or hereafter  existing under the Loan Documents (the "Secured
Obligations").

         SECTION 3.  PLEDGOR  REMAINS  LIABLE.  Anything  herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Partnership Agreement
and the other contracts and agreements  included in the Collateral to the extent
set forth therein to perform all of his duties and obligations thereunder to the
same extent as if this Agreement had not been executed,  (b) the exercise by the
Secured Party of any of the rights  hereunder shall not release Pledgor from any
of his duties or obligations under the contracts and agreements  included in the
Collateral  and (c) the Secured Party shall not have any obligation or liability
under the contracts and  agreements  included in the  Collateral or otherwise by
reason of this  Agreement,  nor shall the Secured  Party be obligated to perform
any of the obligations or duties of Pledgor  thereunder or to take any action to
collect or enforce any claim assigned hereunder.

         SECTION 4. DELIVERY OF  COLLATERAL.  All  certificates  or  instruments
representing  or evidencing the Collateral at any time shall be delivered to and
held by or on  behalf  of the  Secured  Party  pursuant  hereto  and shall be in
suitable form for transfer by delivery, or


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shall be accompanied  by duly executed  instruments of transfer or assignment in
blank, all in form and substance  satisfactory to the Secured Party. The Secured
Party shall have the right,  upon the  occurrence  and  continuance of a default
under the Loan  Documents or this  Agreement,  which  default has not been cured
within the  applicable  cure  period,  in its  discretion,  to transfer to or to
register in the name of the Secured  Party or any of its  nominees any or all of
the Collateral,  subject only to compliance with  requirements of law, the terms
and conditions of the Loan Documents and the provisions applicable to a transfer
of a  limited  partnership  interest  set  forth in  Section  14.2.3;  provided,
however,  that Secured Party shall not become a substituted  limited  partner of
1334 Partners L.P. unless the provisions of Section 14.3(b),  in addition to the
provisions of Section 14.2.3, of the Partnership Agreement are also met.

         SECTION 5.  REPRESENTATIONS  AND  WARRANTIES.  Pledgor  represents  and
warrants as follows:

                  (a)  Pledgor  is the sole  legal and  beneficial  owner of the
Pledged Partnership  Interest assigned by him hereunder,  which he owns free and
clear of any liens,  encumbrances  and other  security  interests,  except  such
liens,  encumbrances  and  other  security  interests  as (i) arise  under  this
Agreement or (ii) are  disclosed  in writing and  approved by the Secured  Party
("Permitted Liens").

                  (b)  Subject  to the  consent of the  general  partner of 1334
Partners L.P. to the (i) pledge of the security  interest  hereunder as required
by  Section  14.2.1 of the  Partnership  Agreement  and (ii) any  later  sale or
transfer of the Pledged Partnership  Interest as required by Sections 14.2.1 and
14.2.2,  which consents are set forth on the signature  page of this  Agreement,
Pledgor has the  authority to execute,  deliver and perform the  obligations  of
pledgor under this Agreement and Pledgor's  execution of this Agreement will not
conflict with the terms, covenants, conditions or provisions of, or constitute a
default  under any  contract  to which  Pledgor is a party or  violate  any laws
affecting Pledgor.

                  (c) 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, except as enforcement
thereof  may be  subject  to  (i)  the  effect  of  any  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
rights generally and (ii) general principles of equity.

                  (d)  Subject  to the  consent of the  general  partner of 1334
Partners L.P. to the (i) pledge of the security  interest  hereunder as required
by  Section  14.2.1 of the  Partnership  Agreement  and (ii) any  later  sale or
transfer of the Pledged Partnership  Interest as required by Sections 14.2.1 and
14.2.2, which consents are set forth on the signature page of this Agreement, no
governmental  approval or approval of any other person (except such as have been
duly obtained,  made or given,  and are in full force and effect) is required to
authorize,  or is required in  connection  with (i) the  execution,  delivery or
performance  of this  Agreement  by  Pledgor or the  consummation  of any of the


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transactions contemplated hereby, (ii) the legality, validity, binding effect or
enforceability  of this  Agreement  or the  perfection  and  maintenance  of the
security  interest  created hereby  (including the first priority nature of such
security  interest) or (iii) for the exercise by the Secured Party of the voting
or other rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement.

                  (e) The  Partnership  Agreement,  a true and complete  copy of
which  has been  furnished  to the  Secured  Party,  has been  duly  authorized,
executed and delivered by Pledgor and is in full force and effect and is binding
upon and enforceable  against Pledgor in accordance with its terms. There exists
no default under the Partnership Agreement.

                  (f) This Agreement  creates a valid  security  interest in the
Collateral  purported to be pledged and assigned by Pledgor  hereunder  securing
the payment of the Secured Obligations.

                  (g) The  security  interest  created by this  Agreement in the
Collateral  described in clause (a) of Section 1 hereof has been  registered  in
the name of the Secured Party in the register maintained for such purpose at the
chief executive  office and principal  place of business of 1334 Partners,  L.P.
and, to the extent that such Collateral constitutes  "uncertificated securities"
(as defined in the UCC), such security  interest is perfected under the UCC and,
as so perfected, is a first priority security interest.

                  (h)  Pledgor's   principal   residence  is  in  the  State  of
California  and his address for purposes of notices under this  Agreement is the
address shown on the signature page hereof.

                  (i) There are no conditions  precedent to the effectiveness of
this Agreement that have not been satisfied or waived.

                  (j) No part of the  Collateral  is subject to the terms of any
agreement  restricting the sale or transfer of such  Collateral,  except for the
Partnership Agreement and the Loan Documents.

                  (k) There is no (i) injunction,  writ, preliminary restraining
order  or  order  of  any  nature  issued  by  an  arbitrator,  court  or  other
governmental  authority  against  Pledgor in  connection  with the  transactions
provided  for  herein,   or  (ii)   action,   suit,   arbitration,   litigation,
investigation  or  proceeding  of  or  before  any  arbitrator  or  governmental
authority pending against Pledgor or, to Pledgor's knowledge, threatened against
Pledgor which would  reasonably be expected to materially  adversely  affect the
right or ability of Pledgor to fulfill his obligations under this Agreement.

         SECTION 6. COVENANT AS TO COLLATERAL.  Pledgor agrees that,  during the
duration of the Secured Party's security interest, he shall not sell, assign (by
operation of law or otherwise) or otherwise dispose of any of the Collateral, or
create or suffer to exist any


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lien upon or with  respect  to any of the  Collateral,  except  for the  pledge,
assignment,  hypothecation  and security  interest created by this Agreement and
any Permitted Liens.

         SECTION 7.  VOTING  RIGHTS;  DISTRIBUTIONS,  ETC. So long as no default
shall  occur and be  continuing  under the Loan  Documents  and this  Agreement,
Pledgor  shall be  entitled  to receive  free and clear of the  interest  of the
Secured Party granted under this Agreement all payments and other  distributions
receivable  by it under the  Partnership  Agreement  pertaining  to the  Pledged
Partnership Interest,  and shall be entitled to exercise any and all management,
voting and other partnership  rights pertaining to any Collateral  including but
not limited to the Pledged Partnership Interest for any purpose not inconsistent
with the terms of this Agreement or the Loan Documents;  provided, however, that
Pledgor  shall  exercise,  or refrain  from  exercising,  any such right if such
action or  inaction  would have a  material  adverse  effect on the  attachment,
perfection,  creation or priority of the security  interest in the Collateral or
any part thereof as herein granted.

         SECTION 8.  RECORDS.  Pledgor  shall keep his  records  concerning  the
Collateral  and original  copies of the  Partnership  Agreement and of all other
chattel paper which  evidence the  Collateral,  at his address  specified on the
signature  page hereof.  Pledgor  will hold and  preserve  such records and will
permit  representatives  of the Secured Party at any time, upon reasonable prior
notice,  during normal  business  hours to inspect and make  abstracts from such
records.

         SECTION 9. AS TO THE  PARTNERSHIP  AGREEMENT.  (a) Pledgor shall at his
expense  perform and observe all the terms and  provisions  to be  performed  or
observed  by him under  the  Partnership  Agreement,  maintain  the  Partnership
Agreement  in full  force and  effect,  enforce  the  Partnership  Agreement  in
accordance  with its terms,  and take all such action to such end as may be from
time to time reasonably requested by the Secured Party.

                  (b) Pledgor shall not:

                           (i) cancel or terminate the Partnership  Agreement or
consent to or accept any
cancellation or termination thereof;

                           (ii) amend or otherwise  modify in a material respect
the Partnership Agreement; or

                           (iii) waive any  material  default  under or material
breach of the Partnership
Agreement.

         SECTION 10. SECURED PARTY. Pledgor hereby appoints the Secured Party as
Pledgor's  attorney  in fact,  with  full  authority  in the  place and stead of
Pledgor  and in the  name of  Pledgor  or  otherwise,  from  time to time in the
Secured  Party's  discretion at any time that a default under the Loan Documents
or this Agreement shall have occurred and be continuing and not cured within the
applicable cure period, to take any action and to


<PAGE>


execute any  instrument  which the Secured Party may deem necessary or advisable
to accomplish the purposes of this Agreement,  including, without limitation, to
ask, demand,  collect, sue for, recover,  compound,  receive and give acceptance
and  receipts for moneys due and to become due under or in  connection  with the
Collateral,  to receive,  indorse,  and collect any drafts or other instruments,
documents and chattel paper in connection  therewith,  and to file any claims or
financing  statements under the Uniform Commercial Code or otherwise or take any
action or  institute  any  proceedings  which the  Secured  Party may deem to be
necessary or desirable for the collection  thereof or to enforce compliance with
the terms and  conditions of the  Partnership  Agreement.  Such  appointment  is
coupled with an interest and is  irrevocable.  Prior to the time a default under
the Loan Documents or this Agreement shall have occurred and be continuing after
the expiration of any applicable cure period,  the Secured Party may file one or
more financing  statements  under the Uniform  Commercial Code provided that the
Pledgor has provided his prior written consent to the filing thereof.

         SECTION 11. SECURED PARTY MAY PERFORM.  If Pledgor fails to perform any
agreement  contained  herein,  the Secured  Party may itself  perform,  or cause
performance of, such  agreement,  and the expenses of the Secured Party incurred
in connection therewith shall be payable by Pledgor under Section 16(b).

         SECTION 12. SECURED PARTY'S DUTIES. The powers conferred on the Secured
Party  hereunder are solely to protect its interest in the  Collateral and shall
not impose any duty upon it to  exercise  any such  powers.  Except for the safe
custody  of any  Collateral  in its  possession  and the  accounting  for moneys
actually  received by it  hereunder,  the Secured Party shall have no duty as to
any  Collateral  or as to the taking of any necessary  steps to preserve  rights
against prior parties or any other rights  pertaining to any  Collateral  and no
such duties shall be implied as arising hereunder.

         SECTION 13.  REMEDIES.  Upon the occurrence of a default under the Loan
Documents  or this  Agreement,  which  default  has not been cured after 10 days
notice thereof to Pledgor, one or more of the following remedies may be applied,
which application is at the discretion of the Secured Party:

                  (a)  All  rights  of  Pledgor  to  exercise  or  refrain  from
exercising the voting and other  consensual  rights which he would  otherwise be
entitled to exercise under Section 7 shall thereupon  become  exercisable by the
Secured Party,  acting in good faith,  who shall have the sole right to exercise
or refrain from  exercising such voting and other  consensual  rights unless and
until such default ceases to exist.

                  (b)  All rights of Pledgor to receive the distributions  which
he would otherwise be authorized to receive and retain pursuant to under Section
7 shall become  exercisable  by the Secured Party who shall  thereupon  have the
sole right to receive and hold as Collateral such distributions unless and until
such default ceases to exist.

                  (c)  All distributions  which are received by Pledgor contrary
to the  provisions  of clause  (b),  above,  shall be  received in trust for the
benefit of the Secured


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Party,  shall be  segregated  from other funds of Pledgor and shall be forthwith
paid over to the  Secured  Party as  Collateral  in the same form as so received
(with any necessary endorsement) for application to the Secured Obligations.

                  (d)  The Secured  Party may  exercise  any and all  rights and
remedies of Pledgor under or in connection with the Partnership  Agreement,  the
Pledged  Partnership  Interest  or  otherwise  in  respect  of  the  Collateral,
including,  without  limitation,  any and all  rights  of  Pledgor  to demand or
otherwise  require payment of any amount  pertaining to the Pledged  Partnership
Interest under,  or performance of any provision of, the  Partnership  Agreement
and all rights of Pledgor to control the operation of 1334 Partners, L.P. to the
extent of the Pledged Partnership Interest.

                  (e)  The  Secured  Party  may  sell  or  otherwise  assign  or
otherwise dispose of under one or more contracts or as an entirety,  and without
the necessity of gathering at the place of sale the property to be sold,  and in
general in such  manner,  at such time or times,  at such place or places and on
such terms as the Secured Party may, upon written  direction in compliance  with
any  mandatory   requirements  of  any  requirement  of  law,  determine  to  be
commercially reasonable subject to the securities law compliance requirements of
Section  14.2.3 and provided,  however,  that any  transferee of the  Collateral
shall not become a substituted limited partner of 1334 Partners L.P. (but rather
only an assignee of the economic interest of the Pledged  Partnership  Interest)
unless the  provisions  of  Section  14.3(b) of the  Partnership  Agreement,  in
addition  to the  requirements  of  Section  14.2.3,  are  also  met.  Any  such
disposition which shall be a private sale or other private proceeding  permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor  specifying  the time at which  such  disposition  is to be made and the
intended sale price or other consideration  therefor,  and shall be subject, for
the 10 days after the giving of such notice,  to the right of the Pledgor or any
nominee of Pledgor to acquire  the  Collateral  involved  at a price or for such
other  consideration  at least equal to the lesser of the intended sale price or
other  consideration  so specified or the amount owed by Pledgor  under the Loan
Documents or this Agreement. To the extent permitted by requirements of law, the
Secured Party may bid for and become the purchaser of the Collateral or any item
thereof,  offered  for sale in  accordance  with  this  Section  13.  If,  under
mandatory  requirements  of any  requirement  of law, the Secured Party shall be
required to make  disposition  of the  Collateral  within a period of time which
does not permit the giving of notice to Pledgor as  hereinabove  specified,  the
Secured  Party need give  Pledgor  only such notice of  disposition  as shall be
reasonably practicable in view of such mandatory requirements of any requirement
of law.

                  (f) All payments made under or in connection with, or proceeds
realized from, the Partnership Agreement,  the Pledged Partnership Interests, or
otherwise in respect of the  Collateral  and received by the Secured Party shall
be  applied  in  whole  or in part by the  Secured  Party  against  the  Secured
Obligations.

                  (g) The  Secured  Party  may  exercise  any one or more of the
rights and remedies  available under the California  Uniform Commercial Code and
other applicable


<PAGE>


law in any order  determined by Secured Party in its discretion  consistent with
the requirements of this Agreement and such applicable law.

         SECTION 14. REMEDIES CUMULATIVE. The rights, powers and remedies herein
or in any of the  Loan  Documents  expressly  provided  are  cumulative  and not
exclusive  of any  rights,  powers or  remedies  which the  Secured  Party would
otherwise have.

         SECTION 15.  DISCONTINUANCE  OF PROCEEDINGS.  In case the Secured Party
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, sale or otherwise, and such proceeding shall have
been  discontinued  or  abandoned  for any  reason,  then and in every such case
Pledgor,  the Secured  Party shall be restored  to their  former  positions  and
rights hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the Secured
Party shall continue as if no such proceeding had been instituted.

         SECTION 16. INDEMNITY AND EXPENSES.

         (a) Pledgor  agrees to indemnify  and hold  harmless the Secured  Party
from and against any and all claims,  losses and  liabilities  arising out of or
resulting  from the  Collateral or Pledgor's  pledge and  assignment  under this
Agreement  (including,  without limitation,  enforcement against Pledgor of this
Agreement),  except  claims,  losses or  liabilities  resulting from the Secured
Party's negligence or willful misconduct.

         (b) Pledgor will upon demand pay to the Secured Party the amount of any
and all reasonable  expenses,  including the reasonable fees and expenses of its
counsel  and of any experts  and  agents,  which the Secured  Party may incur in
connection with (i) the sale of, collection from, or other realization upon, any
of the Collateral of Pledgor,  (ii) the exercise or enforcement (whether through
negotiations,  legal  proceedings  or  otherwise)  of any of the  rights  of the
Secured  Party  hereunder  against  Pledgor  or (iii) the  failure by Pledgor to
perform or observe any of the provisions hereof.

         SECTION 17. SECURITY INTEREST ABSOLUTE. All rights of the Secured Party
and the  assignment,  hypothecation  and security  interest  hereunder,  and all
obligations of Pledgor hereunder,  shall be absolute and  unconditional,  to the
extent permitted by applicable law.

         SECTION 18. AMENDMENT;  WAIVER. No amendment or waiver of any provision
of this  Agreement  shall be effective  unless the same shall be undertaken  and
accomplished in accordance with the requirements of the Loan Documents. No delay
on the part of the Secured  Party in the exercise of any right,  power or remedy
shall  operate as a waiver  thereof,  nor shall any single or partial  waiver by
such Secured Party of any right,  power or remedy preclude any further  exercise
thereof, or the exercise of any other right, power or remedy.

         SECTION 19.  ADDRESSES  FOR NOTICES.  All  notices,  requests and other
communications  to Pledgor or the Secured  Party shall be in writing  (including
telecopy or


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similar  teletransmission or writing) and shall be given, in the case of Pledgor
to his address, or telecopy number set forth on the signature page hereof with a
concurrent copy to Fredric A. Rollman,  Esq.,  Donfeld,  Kelly & Rollman,  11845
West Olympic  Boulevard,  Suite 1245, Los Angeles,  CA 90064, and in the case of
the Secured Party,  at its principal  place of business  located at 100 Wilshire
Boulevard,  16th Floor, Santa Monica, CA 90401 or such other address or telecopy
number as each party may hereafter  specify by notice to such other party.  Each
such notice,  request or other  communication shall be effective (i) if given by
telecopy,  when such telecopy is transmitted to the telecopy number specified on
the signature page hereof and receipt  thereof is confirmed in writing,  or (ii)
if given by any other means  (including,  without  limitation,  by air courier),
when delivered at the address specified herein.

         SECTION 20. CONTINUING ASSIGNMENT,  PLEDGE AND SECURITY INTEREST.  This
Agreement shall create a continuing pledge,  assignment of, hypothecation of and
security  interest  in the  Collateral  and shall (i)  remain in full  force and
effect until the earlier of (A) the Loan, together with interest,  and any other
Secured  Obligations  are paid in  full,  or (B) the  fair  market  value of the
Pledged Stock for 20 consecutive trading days is in excess of 175% of the amount
due under the Loan  (valuing  each share of Pledged  Stock or unit at the quoted
closing  price of the  Secured  Party's  shares  of common  stock on the  Nasdaq
National Stock Market for any given trading day),  (ii) be binding upon Pledgor,
his  successors and assigns,  provided,  that Pledgor may not transfer or assign
any or all of his rights or  obligations  hereunder  without  the prior  written
consent  of the  Secured  Party,  and  (iii)  inure to the  benefit  of,  and be
enforceable by, the Secured Party, and its successors,  transferees and assigns.
Upon the  payment in full of the  Secured  Obligations,  the  security  interest
granted hereby shall terminate and all rights to the Collateral  shall revert to
Pledgor,  subject  to the  provisions  for prior  release of the  Collateral  as
provided in (i)(B) above. Upon any such termination,  the Secured Party will, at
Pledgor's expense,  execute and deliver to Pledgor such documents  including UCC
termination  statements  as Pledgor  shall  reasonably  request to evidence such
termination.

         SECTION 21.  SEVERABILITY.  Any provision  hereof that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof and without affecting the validity or enforceability
of any provision in any other jurisdiction.

         SECTION 22.  GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF CALIFORNIA,  EXCEPT
TO THE EXTENT THAT THE LAWS OF ANOTHER  JURISDICTION ARE MANDATORILY  APPLICABLE
AND  EXCEPT TO THE  EXTENT  THAT THE  VALIDITY  OR  PERFECTION  OF THE  SECURITY
INTEREST  HEREUNDER,  OR  REMEDIES  HEREUNDER,  IN  RESPECT  OF  ANY  PARTICULAR
COLLATERAL  ARE GOVERNED BY THE LAWS OF A  JURISDICTION  OTHER THAN THE STATE OF
CALIFORNIA. UNLESS OTHERWISE DEFINED HEREIN OR IN THE LOAN DOCUMENTS, TERMS USED
IN ARTICLE 9 OF THE CALIFORNIA UCC ARE USED HEREIN AS THEREIN


<PAGE>


DEFINED.  ANY DISPUTE ARISING OUT OF, CONNECTED WITH,  RELATED TO, OR INCIDENTAL
TO THE  RELATIONSHIP  ESTABLISHED  BETWEEN THE PLEDGOR AND THE SECURED  PARTY IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING
IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS  PROVISIONS) AND DECISIONS OF
THE STATE OF CALIFORNIA.

         SECTION 23. EXECUTION IN  COUNTERPARTS.  This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.

         SECTION 24. REPRESENTATION BY COUNSEL. Pledgor acknowledges that he has
been  advised,  and has had ample  opportunity,  to obtain  his own  independent
counsel in order to review with him the legal  consequences  and implications of
entering into this Agreement.


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


         IN WITNESS  WHEREOF,  each party hereto has caused this Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.

                                     PLEDGOR


                                              /s/ Keith Brackpool
                                              ---------------------------
                                     Name:    Keith Brackpool
                                     Address: 1330 Park View Avenue
                                              Manhattan Beach, CA 90266


                                     SECURED PARTY

                                     Cadiz Inc., a Delaware corporation


                                              /s/ Murray H. Hutchison
                                              ---------------------------
                                     Name:    Murray H. Hutchison______
                                     Title:   Director & Chairman of the
                                              Compensation Committee

               CONSENT OF GENERAL PARTNER OF 1334 PARTNERS, L.P.,
                        A CALIFORNIA LIMITED PARTNERSHIP


         The undersigned,  general partner of 1334 Partners,  L.P., a California
limited  partnership,  hereby  consents,  in accordance with Section 14.2 of the
Partnership  Agreement,  to (i) the pledge by the  Pledgor  under the  foregoing
Pledge  Agreement,  of a security interest in the limited  partnership  interest
represented  by the  Pledged  Partnership  Interest,  and  (ii)  to the  sale or
transfer  of the  Pledged  Partnership  Interest  or part of  that  interest  in
accordance with the terms of the Pledge  Agreement.  Said consent is pursuant to
Sections 14.2.1 and 14.2.2 of the Partnership  Agreement.  Any transferee of all
or a part of the  Pledged  Partnership  Interest  is still  required to meet the
securities law requirements of Section 14.2.3,  and, should that transferee seek
to become a substituted limited partner of 1334 Partners,  L.P., such transferee
must meet the requirements of Section 14.3(b) in addition to the requirements of
Section 14.2.3 of the Partnership Agreement.

                                     Parkview Properties, Inc., a California
                                     corporation

                                              /s/ Keith Brackpool
                                              ---------------------------
                                     Name:    Keith Brackpool
                                     Title:   President


<PAGE>


                                   SCHEDULE A


         Pledgor's Total Limited Partnership Interest
         in 1334 Partners, L.P.:                              98.42728%


         25% of Pledgor's Total Limited Partnership
         Interest pledged pursuant to this Agreement:         24.60682%


         PLEDGED PARTNERSHIP INTEREST:                        24.60682% INTEREST
                                                              IN 1334 PARTNERS,
                                                              L.P.

