                                                                   EXHIBIT 10.1

                         AGREEMENT REGARDING EMPLOYMENT


         This  AGREEMENT is made and entered into  effective as of July 5, 2003,
between  Cadiz  Inc.,  a  Delaware  corporation  ("Cadiz")  and Keith  Brackpool
("Brackpool"), and is made with reference to the following facts:

         A.  Brackpool  and Cadiz  have  previously  entered  into that  certain
employment  agreement  dated  as of  February  1,  1998  (the  "1998  Employment
Agreement").

         B.  Subsequent  to February 1, 2003,  Cadiz failed to make  payments of
base  compensation  to Brackpool as and when required under the 1998  Employment
Agreement,  thereby  resulting in a breach by the Company of the 1998 Employment
Agreement  and  giving  Brackpool  the right to  terminate  the 1998  Employment
Agreement.  Cadiz and Brackpool  acknowledge and agree that, as a consequence of
the foregoing,  the 1998 Employment  Agreement was effectively  terminated as of
February 1, 2003.

         C.  Pursuant  to Section  6(c)(ii)  of the 1998  Employment  Agreement,
Brackpool is entitled,  following said  termination,  to receive payment of base
compensation  and bonus for the  entire  remaining  term of the 1998  Employment
Agreement (i.e.  through January 31, 2004),  which the parties agree is equal to
the sum of $800,000.

         D.  Notwithstanding  the  agreed  termination  of the  1998  Employment
Agreement  as of  February 1, 2003,  and  notwithstanding  Brackpool's  right to
collect  termination  payments  without  continuing to provide services to Cadiz
following  that date,  Cadiz has  indicated  to Brackpool  that,  because of his
experience  and  background,  particularly  at a  critical  juncture  of  Cadiz'
operations,  Cadiz had and  continues  to have a need for  Brackpool's  services
subsequent  to  February  1,  2003 and the need for an  amicable  resolution  of
Brackpool's  claims against and  liabilities to Cadiz.  However,  because of the
circumstances,  it is  necessary  to change  certain of  Brackpool's  duties and
responsibilities and to materially reduce his compensation, as set forth in this
Agreement,  and to resolve mutual claims by and between  Brackpool and Cadiz, as
set forth in the concurrently executed Agreement Regarding  Satisfaction of Note
Obligations.

         E.  Brackpool has agreed to the request of Cadiz to continue to provide
services to Cadiz and  therefore the parties  desire,  with this  Agreement,  to
memorialize the terms and conditions upon which Brackpool is providing  services
to Cadiz subsequent to February 1, 2003.


         NOW, THEREFORE, the parties agree as follows:

1.       TERMINATION  OF 1998  EMPLOYMENT  AGREEMENT  Cadiz and Brackpool  agree
that,  effective  as of  February  1, 2003,  the 1998  Employment  Agreement  is
terminated and that, as a consequence of such termination, Cadiz is obligated to
pay to Brackpool the sum of $800,000  (i.e.  $500,000 in base  compensation  and
$300,000 in annual bonus)  pursuant to Section  6(c)(ii) of the 1998  Employment
Agreement (the "Termination Payment").


<PAGE>


2.       SERVICE FOLLOWING DATE OF TERMINATION.  From and after February 1, 2003
(the  effective  date of the  termination  of the  1998  Employment  Agreement),
Brackpool  agrees to  provide  services  to Cadiz upon the  following  terms and
conditions:

         2.1      TERM. The term of this Agreement shall commence as of February
1, 2003 and shall terminate as of September 30, 2003 (the "Term").

         2.2      DUTIES.  During the Term  Brackpool  shall  serve as the Chief
Executive  Officer of the Company,  and  Brackpool's  responsibilities  shall be
commensurate  with such position.  Brackpool shall report to, and take direction
from, the Company's Board of Directors.

                  Brackpool shall serve as a member of the Board of Directors of
Cadiz, and as an officer and/or director of any other subsidiary or affiliate of
Cadiz, without any additional salary or compensation.

                  Brackpool  agrees  that  he  will  at  all  times  faithfully,
industriously and to the best of his ability, experience and talents, perform to
the reasonable  satisfaction  of Cadiz all of the duties that may be assigned to
him hereunder and shall devote such time to the  performance  of these duties as
may be necessary therefor. Provided that Brackpool otherwise performs his duties
in a satisfactory manner, nothing herein shall require Brackpool to provide such
services  on a  full-time  basis or shall  preclude  Brackpool  from  spending a
reasonable  amount of time in the pursuit of other business  opportunities,  the
management of his personal  investments  or with any charitable or civic venture
with which Brackpool may be involved as long as such activities do not result in
any conflicts with respect to Brackpool's duties to Cadiz hereunder,  or violate
any conflicts of interest  policy which may be  maintained  from time to time by
Cadiz.

         2.3      COMPENSATION.  Brackpool's  compensation  hereunder  shall  be
$20,000 per month,  subject to such deductions as Cadiz may from time to time be
required to make pursuant to law,  governmental  regulation or order.  Brackpool
shall also be entitled to receive such fringe  benefits  (i.e.,  paid vacations,
sick pay and the like) as had  previously  been  granted  by Cadiz to  Brackpool
under the 1998 Employment  Agreement.  Cadiz and Brackpool acknowledge and agree
that any compensation payable by Cadiz to Brackpool pursuant to this Section 2.3
is in  addition  to,  and not in lieu of,  the  Termination  Payment,  that such
compensation  is  necessary  in order to  induce  Brackpool  to enter  into this
Agreement and to provide the services described herein, and that Brackpool would
not enter into this  Agreement,  or continue to provide  services  following the
termination  of the  1998  Employment  Agreement,  but for the  payment  of such
compensation in addition to, and not in lieu of, the Termination Payment.

         2.4      TERMINATION.

                  2.4.1    This Agreement shall terminate:

                           i.       Upon  expiration  of  the  Term;   provided,
however,  that prior  thereto  Brackpool  and Cadiz shall  evaluate and mutually
attempt to  negotiate a new  employment  agreement  setting  forth the terms and
conditions of Brackpool's  employment following expiration of the Term (it being
understood and agreement that there is no binding obligation on


<PAGE>


the part of either  Brackpool  or Cadiz to enter into such an  agreement  or for
Brackpool to continue to provide  services to Cadiz following  expiration of the
Term in the absence of such an agreement);

                           ii.      At the election of Cadiz,  upon the death or
permanent disability of Brackpool,  "permanent  disability" being defined as any
continuous  loss of one-half (1/2) or more of the time spent by Brackpool in the
usual daily  performance of his duties as a result of physical or mental illness
for a continuous period in excess of ninety (90) days.

                           iii. At such time, if any, as Cadiz ceases to conduct
its business.

                           iv.      At the election of Cadiz, upon the breach by
Brackpool  of any  material  term or  condition  of this  Agreement  or upon the
dismissal of Brackpool by Cadiz for cause. For purposes of this Agreement, Cadiz
shall have "cause" to terminate  Brackpool's  employment  if he (1) breaches any
term  or  condition  of  this  Agreement,  (2)  engages  in  one  or  more  acts
constituting  a  felony;  (3)  engages  in one or more acts  involving  fraud or
serious moral turpitude;  (4)  misappropriates  Cadiz assets or engages in gross
misconduct  materially  injurious to Cadiz or its affiliates or  subsidiaries or
(5)  willfully  fails  to  comply  with  the  instructions  of  Cadiz'  Board of
Directors.

                           v.       At  the  election  of  Brackpool,  upon  the
breach by Cadiz of any material term or condition of this Agreement.

                  2.4.2    RETURN OF COMPANY'S  PROPERTY.  If this  Agreement is
terminated for any of the foregoing reasons,  Cadiz may, at its option,  require
Brackpool to vacate his offices prior to the effective date of a termination and
to  cease  all  activities  on  Cadiz'  behalf.  Brackpool  agrees  that  on the
termination of his employment in any manner, he will immediately  deliver to the
Company all notebooks,  brochures,  documents,  memoranda, reports, price lists,
files, invoices, purchase orders, books, correspondence, lists, or other written
or graphical records,  and the like,  relating to the business or work of Cadiz,
which are or have been in his possession or under his control and which have not
been returned to Cadiz.  Brackpool hereby expressly  acknowledges  that all such
materials referenced above are the property of Cadiz.

3.       MISCELLANEOUS.

         3.1      Time is of the essence of this  Agreement with respect to each
and every provision of this Agreement in which time is a factor.

         3.2.     No change  in,  modification  of, or  addition,  amendment  or
supplement  of this  Agreement  shall be valid  unless set forth in writing  and
signed and dated by both parties subsequent to the execution of this Agreement.

         3.3      Cadiz and  Brackpool,  without  the  necessity  of any further
consideration,  agree to execute and deliver such other  documents and take such
other actions as may be necessary to consummate  more  effectively  the purposes
and subject matter of this Agreement.


<PAGE>


         3.4      The existence,  validity,  construction and operational effect
of this  Agreement  and the  rights  and  obligations  of  Cadiz  and  Brackpool
hereunder  shall be  determined  in  accordance  with  the laws of the  State of
California; provided, however, that any provision of this Agreement which may be
prohibited  by law or otherwise  held invalid shall be  ineffective  only to the
extent of such  prohibition  or invalidity and shall not invalidate or otherwise
render ineffective any or all of the remaining provisions of this Agreement. Any
litigation  concerning or to enforce the provisions of this  Agreement  shall be
brought in the courts of the State of California.

         3.5      In the event of any controversy, claim, or dispute between the
Cadiz and Brackpool arising out of or relating to this Agreement, the prevailing
party shall be  entitled to recover  from the  non-prevailing  party  reasonable
expenses,  including,  but  not  by  way  of  limitation,  attorneys'  fees  and
accountants' fees solely as determined by the court.

         3.6      The  section  headings  used in this  Agreement  are  intended
solely  for the  convenience  of  reference,  and shall not in any way or manner
amplify,  limit, or modify, or otherwise be used in the interpretation of any of
the provisions of this Agreement and the masculine,  feminine,  or neuter gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

         3.7      The  covenants,  agreements,  representations,  or warranties,
terms and conditions contained in this Agreement shall be binding upon and inure
to the benefit of the successors  and assigns of Cadiz and Brackpool;  provided,
however,  that  Brackpool may not assign or transfer any of his rights or duties
hereunder  except  upon the  written  consent of Cadiz in its sole and  absolute
discretion.  In no event shall Brackpool assign or delegate  responsibility  for
actual performance or services or any other obligation hereunder.

         3.8      This Agreement  constitutes the entire  agreement  between the
parties as to the subject matter hereof. No provision of this Agreement shall be
waived,  altered or canceled  except in writing signed by the party against whom
such waiver,  alteration or cancellation  is asserted.  Any such waiver shall be
limited to the  particular  instance  and waiver of a provision  in one instance
shall not  prevent  a party  thereafter  from  enforcing  each and  every  other
provision of this Agreement.

         3.9      This Agreement may be signed in counterparts,  and delivery of
facsimile  signatures  shall be deemed  effective  to create a valid and binding
agreement.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement effective as of the day and year first above written.


Cadiz Inc.                                    Keith Brackpool


By:  /s/ Murray H. Hutchison                  By:  /s/ Keith Brackpool
----------------------------------            ----------------------------------
         Chairman
         Compensation Committee

