                                                                   EXHIBIT 10.2

              AGREEMENT REGARDING SATISFACTION OF NOTE OBLIGATIONS


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

         A.  Brackpool has  previously  borrowed the principal sum of $1,000,000
from Cadiz,  as evidenced by a promissory  note dated July 5, 2002 (the "Note").
The Note provides that principal and outstanding  interest under the Note (which
accrues on the unpaid  balance at 6% per annum)  shall be due and payable on the
date one year from the date of the Note (i.e.  July 5, 2003).  The Note provides
that  Brackpool  may at any time prepay all or any portion of the  principal  or
interest  owing under the Note.  In February  2003 and May 2003  Brackpool  made
voluntary prepayments under the Note of $30,000 and $8,000, respectively

         B. Subsequent to the issuance of the Note,  Cadiz has incurred  certain
obligations  payable  to  Brackpool  which the  parties  agree have or are to be
applied  against  Brackpool's  obligations  to Cadiz under the Note,  all as set
forth herein.

         C. The parties desire, with this Agreement,  to memorialize the actions
heretofore  taken  and to be  taken  concurrently  with  the  execution  of this
Agreement by the parties in order to provide for the  satisfaction,  in full, of
all of Brackpool's obligations to Cadiz under the Note.


         NOW, THEREFORE, the parties agree as follows:

         1.  APPLICATION OF TERMINATION  PAYMENT.  Pursuant to the terms of that
certain Agreement  Regarding  Employment dated as of July 5, 2003 by and between
Cadiz and Brackpool (the  "Agreement  Regarding  Employment"),  the parties have
agreed  that Cadiz is  obligated  to pay to  Brackpool  the sum of $800,000 as a
termination payment (the "Termination  Payment") with respect to the termination
of the previously  existing  employment  agreement  dated as of February 1, 1998
between  Brackpool  and Cadiz.  The parties  hereby  agree that the  Termination
Payment  shall be deemed made by Cadiz to Brackpool and satisfied in full in the
form of a  corresponding  reduction in the  outstanding  balance of  Brackpool's
obligations to Cadiz under the Note, effective as of February 1, 2003.

         2. FEBRUARY PREPAYMENT.  Cadiz hereby acknowledges that on February 26,
2003,  Brackpool  made a prepayment  upon the Note in the amount of $30,000 (the
"February Prepayment"),  thereby reducing Brackpool's outstanding obligations to
Cadiz under the Note in like amount.

         3.  MAY  PREPAYMENT  Cadiz  hereby  acknowledges  that on May 8,  2003,
Brackpool  made a  prepayment  upon the Note in the  amount of $8,000  (the "May
Prepayment"),  thereby  reducing  Brackpool's  outstanding  obligations to Cadiz
under the Note in like amount.


<PAGE>


         4. CURRENT OUTSTANDING NOTE OBLIGATIONS. The parties hereby agree that,
after giving effect to the application of the Termination  Payment, the February
Prepayment and the May Prepayment,  the outstanding  obligations of Brackpool to
Cadiz  under  the  Note as of July 5,  2003  equal  $193,013,  consisting  of an
outstanding principal balance under the Note of $162,000 and outstanding accrued
but unpaid interest under the Note of $31,013.

         5. FINAL  SATISFACTION  OF NOTE  OBLIGATIONS AS OF EFFECTIVE  DATE. The
parties  agree that,  concurrently  with the  execution of this  Agreement,  the
following actions shall be taken by the parties and, when taken, shall result in
the full and final  satisfaction  of all remaining  obligations  of Brackpool to
Cadiz under the Note:

                  A.  APPLICATION  OF  OUTSTANDING  CADIZ  OBLIGATIONS  TO  NOTE
OBLIGATIONS. The parties agree that as of the Effective Date, a total of $50,000
of accrued  compensation  payable to  Brackpool  pursuant to Section 2.3 of that
certain Agreement  Regarding  Employment dated July 5, 2003 remains  outstanding
and unpaid as of the date  hereof (the  "Outstanding  Cadiz  Obligations").  The
parties hereby agree that the Outstanding Cadiz Obligations shall be deemed paid
by Cadiz  to  Brackpool  and  satisfied  in full in the form of a  corresponding
reduction in the outstanding  balance of Brackpool's  obligations to Cadiz under
the Note, effective as of the Effective Date.

                  B.  CASH  PAYMENT  BY  Brackpool.   The  parties  agree  that,
concurrently  with the Effective  Date,  Brackpool shall deliver to Cadiz a cash
payment  in the  amount of  $143,013,  in full  satisfaction  and  discharge  of
Brackpool's  remaining  obligations to Cadiz under the Note, effective as of the
Effective Date.

                  C.  CANCELLATION  AND RETURN OF NOTE.  The parties agree that,
concurrently  with the Effective Date,  Cadiz shall deliver the original Note to
Brackpool, marked "Cancelled - Paid in Full."

         6. NO MODIFICATION  OF NOTE.  Nothing set forth in this Agreement shall
be  construed  as  or  deemed  to  be a  modification  of  the  Note,  it  being
acknowledged  and agreed by the  parties  that,  following  effectuation  of the
covenants and  agreements set forth herein,  Cadiz shall have received  payments
from Brackpool with an aggregate value equivalent to all outstanding obligations
of Brackpool under the Note.

         7. MISCELLANEOUS.

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

                  B.  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.

                  C.  The  existence,  validity,  construction  and  operational
effect of this  Agreement and the rights and  obligations of Cadiz and Brackpool
hereunder shall be determined


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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.

                  D.  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.

                  E.  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.

                  F.  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.

                  G.  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.

                  H.  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

