
                      AMENDED AND RESTATED
                 CERTIFICATE OF DESIGNATIONS OF
                    SERIES F PREFERRED STOCK
                               OF
                           CADIZ INC.


     CADIZ INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certifies that the Board of Directors
duly adopted the following resolutions, and these resolutions
were approved by the holders of the requisite number of
outstanding shares of the Corporation's Series F Preferred Stock
pursuant to action by written consent in accordance with Sections
228 and 242 of the General Corporation Law of the State of
Delaware.

     RESOLVED, that this Certificate of Designations, as set
forth below, amends and restates in its entirety the
Corporation's Certificate of Designations of Series F Preferred
Stock filed with the Secretary of State of the State of Delaware
on December 15, 2003.

     RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Corporation by the Certificate of
Incorporation, the Board of Directors does authorize for issuance
One Hundred Thousand (100,000) shares of Preferred Stock, par
value $.01 per share, of the Corporation, to be designated
"SERIES F PREFERRED STOCK" of the presently authorized shares of
Preferred Stock.  The voting powers, designations, preferences,
and other rights of the Series F Preferred Stock authorized
hereunder and the qualifications, limitations and restrictions of
such preferences and rights are as follows:


     1.   RANKING.  The Series F Preferred Stock shall, with respect
to the payment of dividends and upon liquidation, dissolution, or
winding up, rank senior and prior to all other capital stock
issued by the Corporation.  No other class of capital stock of
the Corporation, preferred or otherwise, shall at any time rank
pari passu with the Series F Preferred Stock.


     2.   DIVIDENDS.

     (a)  In the event any dividends are declared or paid or
any other distribution is made on or with respect to the common
stock, par value $.01 per share ("COMMON STOCK") of the Corporation,
the holders of the Series F Preferred Stock as of the record date
established by the Board of Directors for such dividend or
distribution on the Common Stock shall be entitled to receive as
additional dividends (the "ADDITIONAL DIVIDENDS") an amount
(whether in the form of cash, securities or other property) equal
to the amount (and in the form) of the dividends or distribution
that such holders would have received had the Series F Preferred
Stock been converted into Common Stock as of the date immediately
prior to the record date of such dividend or distribution on the
Common Stock, such Additional Dividends to be payable on the same
payment date as the payment date for the dividend on the Common
Stock established by the Board of Directors; provided, however,
that if the Corporation declares and pays a dividend or makes a
distribution on the Common Stock consisting in whole or in part
of Common Stock, then no such dividend or distribution shall be
payable in respect of the Series F Preferred Stock on account of
the portion of such dividend or distribution on the Common Stock
payable in Common Stock and in lieu thereof the anti-dilution
adjustment in Section 5(c)(ii) below shall apply.  The record
date for any such Additional Dividends shall be the record date
for the applicable dividend or distribution on the Common Stock,
and any such Additional Dividends shall be payable to the
individual, entity or group (a "PERSON") in whose name the Series
F Preferred Stock is registered at the close of business on the
applicable record date.

     (b)  No dividend shall be paid or declared on any share
of Common Stock (other than dividends payable in Common Stock for
which an adjustment is made pursuant to Section 5(c)(ii) hereof),
unless a dividend, payable in the same consideration and manner,
is simultaneously paid or declared, as the case may be, on each
share of Series F Preferred Stock in an amount determined as set
forth in paragraph (a) above.  For purposes hereof, the term
"dividends" shall include any pro rata distribution by the
Corporation, out of funds of the Corporation legally available
therefor, of cash, property, securities (including, but not
limited to, rights, warrants or options) or other property or
assets to the holders of the Common Stock, whether or not paid
out of capital, surplus or earnings.

     (c)  Upon the conversion of any shares of Series F Preferred
Stock to shares of Common Stock pursuant to Section 5, the
Corporation will immediately pay such holder who converted shares
of Series F Preferred Stock into shares of Common stock all
dividends which the holder of such shares as of the record date
for such dividends would have received had that holder held the
Common Stock for the applicable period to the extent not already
received by that holder.


     3.   LIQUIDATION PREFERENCE.

     (a)  In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the
holders of Series F Preferred Stock shall be entitled to receive (x)
prior and in preference to any distribution of any of the assets
or surplus funds of the Corporation to the holders of the Common
Stock or to any other series or class of capital stock of the
Corporation, all accrued or declared but unpaid dividends on such
shares and (y) after the payment referred to in the foregoing
clause (x) has been received, such assets in amount equal to the
amount (and in the form) of the assets that such holders would
have received had the Series F Preferred Stock been converted
into Common Stock as of the date immediately prior to the
distribution of assets of the Corporation pursuant to the
liquidation, dissolution of winding up of the Corporation sharing
parri passu (on a pro rata basis) with all holders of Common
Stock.


     4.   VOTING.

     (a)  Except as otherwise provided by applicable law and in
addition to any voting rights provided by law, for so long as the
Series F Preferred Stock is outstanding, the holders of
outstanding shares of the Series F Preferred Stock:

          (i)  shall be entitled to vote together with the holders
     of the Common Stock as a single class on all matters submitted
     for a vote of holders of Common Stock, including, without
     limitation, the election of directors;

          (ii) shall have such other voting rights as are specified
     in the Certificate of Incorporation or as otherwise provided by
     Delaware law; and

          (iii)shall be entitled to receive notice of any
     stockholders' meeting in accordance with the Certificate of
     Incorporation and By-laws of the Corporation.

     For purposes of the voting rights set forth in this
Section 4(a), each share of Series F Preferred Stock shall
entitle the holder thereof to cast one vote for each whole vote
that such holder would be entitled to cast had such holder
converted its Series F Preferred Stock into shares of Common
Stock as of the date immediately prior to the record date for
determining the stockholders of the Corporation eligible to vote
on any such matter.

     (b)  The holders of the Series F Preferred Stock shall
have the exclusive right, voting separately as a single class, to
elect two (2) members of the Board of Directors of the Corporation
(each such member elected by the holders of Series F Preferred
Stock, a "SERIES F PREFERRED DIRECTOR") for as long as both of
the following conditions are met:  (1) the Aggregate Series F
Holdings (as defined in section 8(f) hereof) of the holders of
the Series F Preferred Stock equals 5% or more of the Common
Stock of the Corporation (on a Fully-Diluted Basis) and (2) the
principal amount outstanding under the New Note is at least $15
million.  The initial Series F Preferred Directors shall be as
designated by written notice to the Corporation from a majority-
in-interest of the Series F Preferred Stock and they shall be
elected to serve for so long as the shares of Series F Preferred
Stock have the right to elect Series F Preferred Directors.  For
so long as the shares of Series F Preferred Stock have the right
to elect Series F Preferred Directors the following enumerated
rights and privileges shall also apply.  The Series F Preferred
Directors shall have the right to nominate their successors upon
their resignation from the Board of Directors of the Corporation.
A Series F Preferred Director may only be removed by the written
consent or affirmative vote of at least a majority-in-interest of
the Series F Preferred Stock.  The holders of at least a majority-
in-interest of the Series F Preferred Stock shall have the right
to appoint the successor to any Series F Preferred Director who
is removed from the Board of Directors of the Corporation.  At
the option of at least a majority-in-interest of the Series F
Preferred Stock, the Series F Preferred Directors shall be seated
on any and/or all of the audit, nominating and/or compensation
committees of the Corporation, subject to any restrictions under
applicable law or the rules and requirements of any securities
exchange upon which any of the Corporation's securities may be
listed; provided, however, that the Corporation shall not list
its securities on any securities exchange without the consent of
at least one of the Series F Preferred Directors.  Any Series F
Preferred Director seated on any committee pursuant to the terms
of this Section 4(b) may not be removed from any such committee
without the consent or affirmative vote of at least a majority-in-
interest of the Series F Preferred Stock.

     (c)  For so long as the shares of Series F Preferred
Stock have the right to elect Series F Preferred Directors, the
Board of Directors of the Corporation shall not take any action to
increase or decrease the number of directors of the Corporation
(or the number of members of any committee of the Board of
Directors of the Corporation) without the consent or affirmative
vote of at least a majority-in-interest of the Series F Preferred
Stock.

     (d)  For so long as the Series F Preferred Stock is
outstanding, the Corporation shall not, without the written
consent or affirmative vote of at least one of the Series F Preferred
Directors, create, authorize or issue any class, series or shares
of Preferred Stock or any other class of capital stock.


     5.   CONVERSION.  The holders of Series F Preferred Stock shall
have conversion rights as follows:

     (a)  Each share of Series F Preferred Stock shall be convertible
into 17.28955 shares of Common Stock of the Corporation (the
"Conversion Number").

     (b)  [DELETED]

     (c)   Reorganization, Reclassification, Consolidation, Merger or
Sale, etc.

          (i)  If the Corporation at any time subdivides (by any stock
     split, stock dividend (other than stock dividends as to which a
     dividend is simultaneously paid or declared with respect to
     Series F Preferred Stock pursuant to Section 2(b) hereof)
     recapitalization or otherwise) its outstanding shares of its
     Common Stock into a greater number of shares, the Conversion
     Number in effect immediately prior to such subdivision will be
     proportionately increased, and if the Corporation at any time
     combines (by reverse stock split or otherwise) one or more
     classes of its outstanding shares of its Common Stock, the
     Conversion Number in effect immediately prior to such combination
     will be proportionately decreased concurrently with the
     effectiveness of such event.

          (ii) In case the Corporation shall declare a dividend or
     make any other distribution upon any stock of the Corporation payable
     in Common Stock or options to purchase shares of Commons Stock or
     securities convertible into shares of Common Stock for no
     consideration without making a ratable distribution thereof to
     holders of Series F Preferred Stock (based upon the number of
     shares of Common Stock into which such Series F Preferred Stock
     would be convertible, assuming conversion of the Series F
     Preferred Stock), then the Conversion Number in effect
     immediately prior to the declaration of such dividend or
     distribution shall be proportionately increased, concurrently
     with the effectiveness of such declaration.

          (iii) Any capital reorganization, reclassification,
     consolidation, merger or sale of all or substantially all of the
     Corporation's assets to another Person which is effected in such
     a way that holders of Common Stock are entitled to receive
     (either directly or upon subsequent liquidation) stock,
     securities or assets with respect to or in exchange for Common
     Stock is referred to herein as an "Organic Change."  Prior to the
     consummation of any Organic Change, the Corporation will make
     appropriate provisions to insure that each of the holders of
     Series F Preferred Stock will thereafter have the right to
     acquire and receive such shares of stock, securities or assets as
     such holder would have received in connection with such Organic
     Change if such holder had converted its Series F Preferred Stock
     into shares of Common Stock immediately prior to such Organic
     Change.  The Corporation will not effect any such consolidation,
     merger or sale, unless prior to the consummation thereof, the
     successor corporation (if other than the Corporation) resulting
     from consolidation or merger or the Corporation purchasing such
     assets assumes by written instrument the obligation to deliver to
     each such holder such shares of stock, securities or assets as,
     in accordance with the foregoing provisions, such holder may be
     entitled to acquire.

     (d)  No fractional shares of Common Stock shall be issued upon
conversion of the shares of Series F Preferred Stock.  In lieu of
any fractional shares to which the holder of Series F Preferred
Stock would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the then effective fair
market value of the Common Stock (which shall be determined in
good faith by the Board of Directors if there is then no current
market for the Common Stock).  Conversion of the shares of Series
F Preferred Stock shall be effected by delivery, to the office of
the Corporation or to any transfer agent for such shares, of duly
endorsed certificates for the shares being converted and of
written notice to the Corporation that the holder elects to
convert such shares.  Conversion of the shares of Series F
Preferred Stock shall be deemed to occur immediately prior to the
close of business on the date the latter of the shares and the
notice are delivered.  Holders of Series F Preferred Stock
entitled to receive Common Stock upon conversion of the Series F
Preferred Stock shall be treated for all purposes as the record
holders of such shares of Common Stock on the date conversion is
deemed to occur.  The Corporation shall not be obligated to issue
certificates evidencing shares of Common Stock issuable upon
conversion of the Series F Preferred Stock unless the
certificates evidencing such shares of Series F Preferred Stock
being converted are either delivered to the Corporation or its
transfer agent as provided above, or the holder notifies the
Corporation or its transfer agent that such certificates have
been lost, stolen or destroyed and executes an agreement, and at
the Corporation's election provides a surety bond or other
security, satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such
certificates.  The Corporation shall, as soon as practicable
after such delivery, or such agreement and indemnification in the
case of a lost certificate, issue and deliver at such office a
certificate or certificates for the number of shares of Common
Stock to which the holder of Series F Preferred Stock is entitled
and a check payable to the holder of Series F Preferred Stock for
any cash due with respect to fractional shares.

     (e)  The issuance of certificates for shares of Common
Stock upon conversion of the Series F Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect
thereof, provided that the Corporation shall not be required to
pay any income or similar taxes of a holder arising in connection
with a conversion or any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any
certificates in a name other than that of the holder of the
Series F Preferred Stock which is being converted.

     (f)  The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series F Preferred Stock against
impairment.

     (g)   In the event of any taking by the Corporation of a
record of the holders of any class of securities of the Corporation
for the purpose of determining the holders thereof who are entitled
to receive any dividend or distribution, the Corporation shall
mail to each holder of Series F Preferred Stock at least ten (10)
days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of
such dividend or distribution.

     (h)  The Corporation shall reserve and keep available out
of its authorized but unissued Common Stock such number of shares of
Common Stock as shall from time to time be sufficient to effect
conversion of the Series F Preferred Stock and the issuance of
Common Stock to the holders of the Series F Preferred Stock.

          (i)  No shares of the Series F Preferred Stock acquired
     by the Corporation by reason of purchase, conversion or
     otherwise shall be reissued, and all such shares shall be
     cancelled, retired and eliminated from the shares of capital
     stock which the Corporation shall be authorized to issue.


     6.   NO RIGHT OF REDEMPTION.  The Corporation shall have no right
whatsoever to redeem all or any number of the outstanding shares
of the Series F Preferred Stock at any time.


     7.   PREEMPTIVE RIGHTS.

     (a)  Subject to paragraphs (c) and (d), for so long as
any shares of the Series F Preferred Stock are outstanding, the
Corporation shall not issue, sell, or exchange, or agree to
issue, sell, or exchange, to any Person or entity, whether from
treasury shares, from the issuance of authorized but unissued
shares, or otherwise, any equity securities (or any securities
convertible into or excercisable or exchangeable therefor) (any
of which, the "CORPORATION EQUITY SECURITIES"), unless the
Corporation shall have first offered to sell (the "CORPORATION
OFFER") to holders of Series F Preferred Stock such number of
securities at the same price and on the same terms (the
"CORPORATION OFFER SALE PRICE") and in such quantity as will
enable holders of Series F Preferred Stock to maintain their
percentage ownership of Common Stock of the Corporation on a
Fully-Diluted Basis.  The Corporation Offer by its terms shall
remain open and irrevocable for a period of thirty (30) days from
the date it is delivered by the Corporation to holders of Series
F Preferred Stock (the "PREEMPTIVE RIGHTS OFFER PERIOD").

     (b)  Notice of the intention of the holders of the
Series F Preferred Stock to accept a Corporation Offer made
pursuant to this Section 7 shall be evidenced by a writing signed
by holders of Series F Preferred Stock and delivered to the
Corporation prior to the end of the Preemptive Rights Offer
Period, setting forth the portion of the Corporation Equity
Securities which the holders of Series F Preferred Stock elect to
purchase (the "NOTICE OF ACCEPTANCE").

     (c)  In the event that a Notice of Acceptance is not
given by holders of Series F Preferred Stock in respect of all or
any part of the Corporation Equity Securities, the Corporation
shall have sixty (60) days from the expiration of the Preemptive
Rights Offer Period to sell or enter into an agreement to sell
all or the part of the Corporation Equity Securities set forth in
the Corporation Offer not purchased by the holders of Series F
Preferred Stock, as the case may be, to any other person or
persons, on terms and conditions, including, without limitation,
price, which are no more favorable to such other person or
persons or less favorable to the Corporation or the holders of
Series F Preferred Stock than the Corporation Offer Sale Price.
Upon the earlier of (i) sixty (60) days from delivery of a Notice
of Acceptance or (ii) the closing of the sale of the securities
not accepted in the Notice of Acceptance, the Corporation shall
sell to the holders of Series F Preferred Stock the Corporation
Equity Securities in respect of which a Notice of Acceptance was
delivered to the Corporation by the holders of Series F Preferred
Stock, and which were not sold to any other person, on the terms
specified in the Notice of Acceptance.

     (d)  Any Corporation Equity Securities not purchased by
the holders of Series F Preferred Stock or other person or
persons in accordance with paragraph (c) above may not be sold or
otherwise disposed of until they are again offered to the holders
of Series F Preferred Stock under the procedures specified in
paragraphs (a), (b) and (c).

     (e)  The rights of holders of Series F Preferred Stock
under paragraphs (a), (b), (c) and (d) shall not apply to the
following securities:

          (i)  Corporation Equity Securities issued in any
     transaction described in Section 5(c);

          (ii) Corporation Equity Securities issued by the
     Corporation upon the conversion of any securities which are
     convertible or exchangeable into capital stock of the
     Corporation and which are outstanding as of the date hereof;

          (iii) Corporation Equity Securities issued by the
     Corporation upon the conversion of any securities which (x)
     are convertible or exchangeable into capital stock of the
     Corporation and (y) were issued under the procedures
     specified in paragraphs (a), (b) and (c);

          (iv) Corporation Equity Securities issued by the
     Corporation under the Management Incentive Plan;

          (v)  Corporation Equity Securities issued by the
     Corporation to any officer, director or employee of the
     Corporation as remuneration for services rendered to the
     Corporation; provided, however, that at least one of the
     Series F Preferred Directors voted to authorize such
     issuance;

          (vi) Corporation Equity Securities issued by the
     Corporation to any consultant pursuant to compensation
     procedures approved by the Board of Directors of the
     Corporation including the consent of at least one of the
     Series F Preferred Directors;

          (vii)Corporation Equity Securities issued in
     connection with the acquisition of all or part of another
     entity or in connection with a joint venture or such other
     strategic investment, which transaction is approved by at
     least one of the Series F Preferred Directors; and

          (viii) Corporation Equity Securities issued pursuant to
     the conversion of the Series F Preferred Stock pursuant to
     the terms hereof.


     8.   DEFINITIONS:

     (a)  "BANK" means ING Capital LLC, a Delaware limited
liability company.

     (b)  "CASH COLLATERAL ACCOUNT" means an interest-
bearing cash collateral account established under the terms of
the New Note.

     (c)  "CRE" means Cadiz Real Estate LLC, a Delaware
limited liability company.

     (d)  "FULLY-DILUTED BASIS" means, with respect to the
calculation of the number of shares of Common Stock into which
the Series F Preferred Stock is convertible, the sum of (i) all
Common Stock outstanding at the time of such determination, (ii)
all Common Stock issuable upon the exchange, exercise or
conversion of all warrants, options, convertible securities or
other such instruments then outstanding (whether or not such
instruments are then exercisable) including, but not limited to,
the equity securities issued under the Management Equity
Incentive Plan, but excluding (x) 16,600 shares of Common Stock
issuable upon exercise of outstanding warrants with an exercise
price in excess of $25, (y) shares of Common Stock issuable upon
exercise of 55,550 outstanding stock options with an exercise
price in excess of $25, and (z) 20,000 shares of Common Stock
conditionally issuable to a consultant to the Company upon
achievement of certain financial targets, and (iii) all other
Common Stock issuable as a result of any anti-dilution
adjustments and pre-emptive or similar rights granted to any
other holder of the Corporation's Common Stock.

     (e)  "MANAGEMENT EQUITY INCENTIVE PLAN" means that
certain plan pursuant to which continuing employees of the
Corporation shall be issued Common Stock and/or granted
securities convertible into Common Stock in an aggregate amount
of up to 1,472,051 shares of Common Stock.

     (f)  "AGGREGATE SERIES F HOLDINGS" means, as of any
applicable measurement date, the sum of (i) the number of shares
of Common Stock of the Corporation into which the then outstanding
Series F Preferred Stock is convertible, plus (ii) the aggregate
number of shares of Common Stock of the Corporation issued to the
holders of Series F Preferred Stock by the Corporation upon prior
conversions of Series F Preferred Stock which have not been sold
by, and which remain beneficially held by, the holders of Series
F Preferred Stock and/or their affiliates.

     (g)  "NEW NOTE" means that certain new note or new notes
in the principal amount of (i) $35 million, plus (ii) any remaining
balance not fully paid of the Bank' out-of-pocket expenses
(including reasonable attorneys' fees) incurred in connection
with the restructuring of the Corporation's debt obligations owed
to the Bank.


     9.   TRANSFERABILITY.  All outstanding shares of the Series F
Preferred Stock may be transferred to any one person or entity at
any time and it shall be the obligation of the Company to
recognize and effectuate such transfer.  In the event that any
holder of Series F Preferred Stock desires to transfer less than
100% of the then outstanding Series F Preferred Stock, such
holder may only do so by first converting such shares of Series F
Preferred Stock to be sold into common stock pursuant to
Section 5 hereof.

      IN WITNESS WHEREOF, CADIZ INC., has caused this Certificate
of  Amended and Restated Certificate of Designations to be signed
by Keith Brackpool, its Chief Executive Officer, this 30th day of
November, 2004.

                              CADIZ INC.



                       By: /s/ Keith Brackpool
                          ----------------------------------------
                          Keith Brackpool, Chief Executive Officer



