FIRST AMENDMENT TO 2003 RESTATED CREDIT AGREEMENT AND

CONSENT TO OFFERING

This First Amendment to 2003 Restated Credit Agreement and Consent to Offering (this "Seventh Amendment"), dated as of November 30, 2004, is entered into by and among (a) CADIZ INC. ("Cadiz") (f/k/a Cadiz Land Company, Inc.) in its own capacity and as successor by merger to Cadiz Valley Development Corporation, and CADIZ REAL ESTATE LLC ("CRE"), as co-borrowers (collectively, the "Borrowers"), (b) ING Capital, LLC ("ING") (f/k/a ING Baring (U.S.) Capital LLC and ING Baring (U.S.) Capital Corporation), a Delaware corporation, as administrative agent (in such capacity, the "Administrative Agent"), and (c) the Lender(s) (the "Lenders" and, along with the Administrative Agent, the "Lender Parties") party to that Sixth Amended and Restated Credit Agreement dated as of December 15, 2003 (as amended and restated from time to time, the "Revolving Credit Agreement"), among the Borrowers, the Lenders and the Administrative Agent. This Seventh Amendment amends the Revolving Credit Agreement.

A. This Seventh Amendment refers to that certain Revolving Credit Agreement.

B. Pursuant to that certain Revolving Credit Agreement, dated as of November 25, 1997 (the "1997 Revolving Credit Agreement"), among Cadiz, the Lenders party thereto and the Administrative Agent, as agent for such Lenders, such Lenders agreed to provide a revolving credit facility to Cadiz Borrower.

C. Pursuant to that certain First Amendment to Credit Agreement, dated as of September 28, 1999, by and between Cadiz, Lenders and the Administrative Agent (the "First Amendment Agreement"), the parties agreed to amend certain terms of the 1997 Revolving Credit Agreement.

D. Pursuant to that certain Second Amendment to Credit Agreement, dated as of December 22, 1999, by and between Cadiz, Lenders and the Administrative Agent (the "Second Amendment Agreement"), and the other Second Amendment Documents, as defined in the Second Amendment Agreement (collectively, the "Second Amendment Documents"), the parties agreed to amend certain terms of the 1997 Revolving Credit Agreement, as amended and in effect at that time.

E. Pursuant to that certain Third Amendment to Credit Agreement, dated as of December 22, 2000, by and between Cadiz Borrower, Lenders and the Administrative Agent (the "Third Amendment Agreement"), as amended by that certain First Amendment to Third Amendment to Credit Agreement dated as of October 22, 2001 between Borrower, Lenders and the Administrative Agent, and the other Third Amendment Documents, as defined in the Third Amendment Agreement (collectively, the "Third Amendment Documents"), the parties agreed to amend certain terms of the 1997 Revolving Credit Agreement, as amended and in effect at that time.

F. Pursuant to that certain Fourth Amendment to Credit Agreement, dated as of January 31, 2002, by and between Cadiz Borrower, Lenders and the Administrative Agent (the "Fourth Amendment Agreement"), and the other Fourth Amendment Documents, as defined in the Fourth Amendment Agreement (collectively, the "Fourth Amendment Documents"), the parties agreed to amend certain terms of the 1997 Revolving Credit Agreement, as amended and in effect at that time.

G. Pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of March 7, 2002, by and between Cadiz Borrower, Lenders and the Administrative Agent (the "Fifth Amendment Agreement"), and the other documents executed or delivered in connection therewith (collectively, the "Fifth Amendment Documents"), the parties agreed to amend certain terms of the 1997 Revolving Credit Agreement, as amended and in effect at that time;

H. Pursuant to that certain Sixth Amended and Restated Credit Agreement, dated as of December 15, 2003, by and between Cadiz and CRE, as borrowers, Lenders and the Administrative Agent (the "Sixth Amendment Agreement"), and the other documents executed or delivered in connection therewith (collectively, the "Sixth Amendment Documents"), the parties agreed to amend certain terms of the Revolving Credit Agreement, as amended and in effect at that time.

I. Cadiz and CRE have requested that the Revolving Credit Agreement, as amended and in effect at this time, be amended to reflect the restructuring of the Loan Obligations on the terms set forth herein.

J. The Lenders and the Administrative Agent are willing to amend the Revolving Credit Agreement, as amended and in effect at this time, on the terms and subject to the conditions and requirements set forth in this Seventh Amendment and the other documents executed or delivered in connection herewith to, among other things,
(a) confirm the obligations of Borrowers in favor of Lenders and Administrative Agent under the Revolving Credit Agreement, as amended and in effect at this time; (b) consent to the Offering, and
(c) provide for the conversion of 99,000 shares of the Series F Preferred Stock issued by Cadiz to the Lenders into 1,711,665 shares of Common Stock; (d) amend the interest rate on the Loan Obligations; (e) provide for the further extension of the Maturity Date of the Notes and other modifications thereof, (f) provide for the immediate repayment of all outstanding Term Loan Obligations, and (g) establish a $2.4 million credit for use in the Cash Collateral Account as consideration for the Offering-ING Units, all of the foregoing upon the terms and conditions set forth herein and in the other Seventh Amendment Documents.

K. The parties acknowledge that the Borrowers have previously fully drawn on the Revolving Loans and the availability provided under the Revolving Credit Agreement and that there are no undrawn Commitments under the Revolving Credit Agreement.

NOW THEREFORE, in consideration of foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

SECTION 1. Definitions.

All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement, as amended by this Seventh Amendment. The following terms shall have the following meanings when used herein (all terms defined in this Section 1 or in other provisions of this Seventh Amendment in the singular shall have the same meaning in the plural and vice versa).

"NEW CADIZ SERIES F PREFERRED STOCK CERTIFICATE": means the certificate of Series F Preferred Stock issued by Cadiz to ING pursuant to Section 8 of the Seventh Amendment with the rights, privileges and preferences as set forth in the Revised Preferred Stock Certificate of Designations, in the form as attached hereto in Exhibit I.

"OFFERING": means the offering by Cadiz of $20,000,000 to $24,000,000 of its common stock, $0.01 par value, in order (i) to reduce the outstanding balance on the Loan Obligations to $25,000,000 and (ii) to provide additional working capital, which Offering shall be effected pursuant to documentation in form and substance satisfactory to the Administrative Agent in its reasonable discretion.

"OFFERING MATERIALS CERTIFICATE": means the Offering Materials Certificate delivered by the Borrowers to the Administrative Agent in the form as attached hereto in Exhibit J,

"OFFERING REGISTRATION RIGHTS AGREEMENT": means the Offering Registration Rights Agreement in the form as attached hereto in Exhibit K,

"REGISTRATION RIGHTS AGREEMENT AMENDMENT" means the amendment to the Registration Rights Agreement in the form as attached hereto in Exhibit H.

"REVISED PREFERRED STOCK CERTIFICATE OF DESIGNATIONS":
means the revised Preferred Stock Certificate of Designations issued by Cadiz to ING pursuant Seventh Amendment in the form as attached hereto in Exhibit M, which Revised Preferred Stock Certificate of Designations shall be in form and substance acceptable to ING.

"REVOLVING CREDIT AGREEMENT" means the Agreement.

"SEVENTH AMENDMENT DOCUMENTS": means the Seventh Amendment and all of the other documents executed in connection therewith or relating thereto and schedules and exhibits thereto.

"SEVENTH AMENDMENT EFFECTIVE DATE": means the date on which the conditions specified in Section 7 are satisfied (or waived in writing by the Administrative Agent).

"TERM LOAN PAYOFF LETTER": means the Term Loan Payoff Letter among the parties hereto in the form as attached hereto in Exhibit N,

SECTION 2. AMENDMENTS.

Subject to the satisfaction of the conditions precedent specified in Section 7 hereof, and effective as of the Seventh Amendment Effective Date, the Revolving Credit Agreement shall be amended as follows:

Section 2.01 References in the Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Agreement as amended and in effect from time to time, including as amended by the Seventh Amendment and the Seventh Amendment Documents.

Section 2.02 Section 1.01 of the Revolving Credit Agreement shall be amended by deleting and replacing the current definitions of "Agreement", "Loan Documents", "Permitted Investments", "Maturity Date" and "PIK Portion Rate" with the following:

"AGREEMENT" means the Sixth Amended and Restated Credit Agreement, dated as of December 15,2003, among Borrowers, the Lenders party hereto, and the Administrative Agent, as amended and in effect from time to time.

"LOAN DOCUMENTS": means this Agreement, each Security Document, each Note, the First Amendment Agreement, the Second Amendment Documents, the Third Amendment Documents, the Fourth Amendment Documents, the Fifth Amendment Documents, the Sixth Amendment Documents and the Seventh Amendment Documents, and any other document, instrument or agreement delivered, executed or to be executed under or in connection with any of the foregoing.

"MATURITY DATE" means March 31, 2010.

"PERMITTED INVESTMENTS" means:

(a) Cash Equivalents;

(b) transactions permitted pursuant to the provisions of Sections 5.10 and 5.11 hereof; and

(c) acquisitions (by merger or purchase of assets) where 100% of the purchase price is paid in equity of the Borrowers, provided, however, that (i) any such acquisition must be reasonably acceptable to the Lender Parties and (ii) any equity interests so acquired must be pledged to the Administrative Agent as provided in Section 5.10 of the Agreement.

"PIK PORTION RATE " means (a) for the period between the Seventh Amendment Effective Date and March 31, 2008, 4% and (b) for all Interest Periods from and after April 1, 2008, 6%.

Section 2.03 Section 1.01 of the Revolving Credit Agreement shall be amended by adding the following definitions:

"ING-OFFERING CASH COLLATERAL" has the meaning ascribed to such term in Section 2.27 of the Agreement.

"MANDATORY WARRANT PREPAYMENT" has the meaning ascribed to such term in Section 2.21(e) of the Agreement.

"OFFERING" has the meaning ascribed to such term in the Seventh Amendment.

"OFFERING-ING COMMON STOCK" has the meaning ascribed to such term in Section 2.27 of the Agreement.

"OFFERING-ING UNITS" means, collectively, the Offering-ING Common Stock and the Offering-ING Warrants.

"OFFERING-ING WARRANTS" has the meaning ascribed to such term in Section 2.27 of the Agreement.

"OFFERING WARRANTS" means any warrants and other equity interests (excluding Common Stock of Cadiz Borrower) issued under the Offering, including, but not limited to, the Offering-ING Warrants.

"REPAYMENT FEE" means (a) in the event that ING (or ING's nominee, as the case may be) does not sell, in its sole discretion, all of its Offering-ING Units to any Entity on or before March 31, 2005, an amount equal to the amount of any remaining ING-Offering Cash Collateral after application of Section 2.28(a) of the Agreement, and (b) if ING (or ING's nominee, as the case may be), in its sole discretion, sells all of its Offering-ING Units to any Entity (but excluding any sale or transfer to any Affiliate of ING) on or before March 31, 2005, an amount equal to the amount of any remaining ING-Offering Cash Collateral after application of Sections 2.28(a) and 2.28(b) of the Agreement.

"REQUIRED CASH COLLATERAL AMOUNT" means, as of any Interest Payment Date, an amount in cash equal to the Cash Portion due on all Loans on the next Interest Payment Date.

"SEVENTH AMENDMENT" means that certain First Amendment to 2003 Restated Credit Agreement and Consent to Offering, dated as of November 30, 2004, by and among (a) the Borrowers, as borrowers, (b) the Lenders, as lenders, and
(c) the Administrative Agent, as administrative agent.

"SEVENTH AMENDMENT DOCUMENTS" has the meaning ascribed to such term in the Seventh Amendment.

"SEVENTH AMENDMENT EFFECTIVE DATE" has the meaning ascribed to such term in the Seventh Amendment.

Section 2.04 Section 1.01 of the Revolving Credit Agreement shall be amended by deleting the definitions of "FIRST EXTENSION REQUIREMENTS", "MaxIMUM CASH COLLATERAL AMOUNT", "SECOND EXTENSION REQUIREMENTS", and "THIRD EXTENSION REQUIREMENTS".

Section 2.05 The Revolving Credit Agreement shall be amended by deleting Section 2.01 in its entirety and inserting the following revised Section 2.01 in lieu thereof:

(a) TRANCHE A LOANS. The parties hereby acknowledge and agree that each Lender has made loans (the "Tranche A Loans") to the Borrowers from time to time during the Availability Period in an aggregate principal amount equal to each Lender's Tranche A Commitment. The parties hereby further acknowledge and agree that prior to the Seventh Amendment Effective Date, the Borrowers have borrowed the principal amount of $15,020,000 of Tranche A Loans from the Lenders and, as of the Seventh Amendment Effective Date the principal amount of $15,000,000 of Tranche A Loans remains outstanding. Each Lender's Tranche A Loans are the joint and several obligation of the Borrowers to repay such Tranche A Loans and are evidenced by a revised and restated Tranche A Loan Note payable to the order of such Lender, and, as of the Seventh Amendment Effective Date, has been duly and validly executed and delivered by the Borrowers, payable to the order of such Lender, which Tranche A Loan Note shall replace the Tranche A Loan Note issued in connection with the Sixth Amendment Documents. Each Revolving Loan Note shall be dated as of the Seventh Amendment Effective Date (or the later date of any Assignment and Acceptance). The Borrowers acknowledge and agree that the principal amount of Tranche A Loans outstanding on the Seventh Amendment Effective Date is equal to $15,000,000.

(b) TRANCHE B LOANS. The parties hereby acknowledge and agree that each Lender has made loans (the "Tranche B Loans") to the Borrowers from time to time during the Availability Period in an aggregate principal amount equal to each Lender's Tranche B Commitment. The parties hereby further acknowledge and agree that prior to the Seventh Amendment Effective Date, the Borrowers have borrowed the principal amount of $10,000,000 of Tranche B Loans from the Lenders, which Tranche B Loans remain outstanding on the Seventh Amendment Effective Date. Each Lender's Tranche B Loans are the joint and several obligation of the Borrowers to repay such Tranche B Loans and are evidenced by a revised and restated Tranche B Loan Note payable to the order of such Lender, and, as of the Seventh Amendment Effective Date, has been duly and validly executed and delivered by the Borrowers, payable to the order of such Lender, which Tranche B Loan Note shall replace the Tranche B Loan Note issued in connection with the Sixth Amendment Documents. Each Note shall be dated as of the Seventh Amendment Effective Date (or the later date of any Assignment and Acceptance). The Borrowers acknowledge and agree that the principal amount of Tranche B Loans outstanding on the Seventh Amendment Effect Date is equal to $10,000,000.

Section 2.06 Section 2.12 of the Revolving Credit Agreement shall be amended by adding the following sentence at the end of the current Section 2.12:

In addition to any other obligations provided herein, on the date on which the Revolving Loan Obligations are being paid in full, the Borrowers shall satisfy the Repayment Fee as provided in Section 2.28(c) hereof.

Section 2.07 The Revolving Credit Agreement shall be amended by deleting Subsection 2.14(a) in its entirety and inserting the following revised Subsection 2.14(a) in lieu thereof:

(a) In its sole discretion, as provided in this section, Borrowers may elect to pay accrued interest on a Borrowing on an Interest Payment Date (or, in the case of a prepayment under Section 2.11 of the Agreement, on the Prepayment Date) for such Borrowing either:

(i) at the PIK&Cash Payment Rate through the remittance of both (A) the Cash Portion, which is a payment in cash corresponding to an interest rate of 4% per annum plus (B) the PIK Portion, which is the payment in kind (the payment of interest in the form of additional principal added to the applicable Note) corresponding to an interest rate equal to the PIK Portion Rate (such election, a "PIK&Cash Payment Election"); or

(ii) at the Cash Payment Rate through the remittance of the Cash Payment Amount, which is a payment on cash corresponding to an interest rate of 8% (such election, a "Cash Payment Election").

Section 2.08 The Revolving Credit Agreement shall be amended by deleting Section 2.16 in its entirety and inserting the following revised Section 2.16 in lieu thereof:

Section 2.16. CASH COLLATERAL ACCOUNT

. In accordance with Section 4.01, the Cadiz Borrower has agreed to establish the Cash Collateral Account and to grant to Lenders perfected first priority security interests therein, all upon the terms and subject to the terms and conditions of the Cash Collateral Account Agreement. Subject to the terms of this Section 2.16 and Sections 2.27 and 2.28 of the Agreement, the Lender Parties may utilize the amount (or any portion thereof) in the Cash Collateral Account as provided in the Cash Collateral Account Agreement. Subject to the restrictions on the use and application of the ING-Offering Cash Collateral, to the extent that the amount in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Borrowers may utilize such excess (or any portion thereof) to pay the interest payments next due on the Loan Obligations, and if all interest due and owing has been paid, to pay amounts due under the Agreement in accordance with the application of proceeds provisions of
Section 2.21(c) of this Agreement. On each Interest Payment Date after the Seventh Amendment Effective Date, and during each Interest Period after the after the Seventh Amendment Effective Date, to the extent that the amount in the Cash Collateral Account is less than the Required Cash Collateral Amount, then the Borrowers immediately shall deposit the amount of such deficiency into the Cash Collateral Account, with the amount in such account subject to the Cash Collateral Account Agreement and this Agreement. Provided that no Event of Default has occurred and is continuing, but subject to the terms of Sections 2.27 and 2.28 of this Agreement, on the final Maturity Date, Cadiz Borrower may utilize any remaining cash in the Cash Collateral Account to repay the Loan Obligations in accordance with the application of proceeds provisions of Section 2.21(c) of this Agreement.

Section 2.09 The Revolving Credit Agreement shall be amended by deleting Subsection 2.21(a) in its entirety and inserting the following revised Subsection 2.21(a) in lieu thereof:

(a) CERTAIN MANDATORY PREPAYMENTS FOR EQUITY CONTRIBUTION. Subject to Sections 2.21(b) and (e) below, to the extent, if any, that either Borrower raises, collects, or receives, proceeds (whether cash or otherwise) from any Equity Issuance in any manner after the Seventh Amendment Effective Date, then the Borrowers shall prepay the Loan Obligations in an aggregate amount equal to 35% of such cumulative gross proceeds to prepay the Lender's outstanding Loan Obligations (such amount of proceeds, the "MANDATORY EQUITY PREPAYMENT").

Section 2.10 Section 2.21 of the Revolving Credit Agreement shall be amended by adding the following new subsections (e), (f) and (g) at the end of such Section 2.21.

(e) OFFERING WARRANTS. Unless ING (or ING's nominee, as the case may be), in its sole discretion, sells all of its Offering-ING Units to any Entity (but excluding any sale or transfer to any Affiliate of ING) on or before March 31, 2005, to the extent that either Borrower raises, collects, or receives, proceeds from the exercise of any Offering Warrants in any manner after the Seventh Amendment Effective Date, then the Borrowers shall prepay the Loan Obligations in an aggregate amount equal to 100% of such cumulative gross proceeds to prepay the Lender's outstanding Loan Obligations (such amount of proceeds, the "MANDATORY WARRANT PREPAYMENT"). All proceeds of the Mandatory Warrant Prepayments shall be applied toward the mandatory prepayment required under
Section 2.21(f) of the Agreement. If ING (or ING's nominee, as the case may be), in its sole discretion, sells all of its Offering-ING Units to any Entity (but excluding any sale or transfer to any Affiliate of ING) on or before March 31, 2005, then from and after the date that ING (or ING's nominee, as the case may be) actually receives the proceeds of such sale the additional prepayment requirements set forth in this Section 2.21(e) will thenceforth cease to be in effect, but the other sections in Section 2.21 of the Agreement shall remain effective (including, without limitation, the provisions of Section 2.21(a)).

(f) MANDATORY PREPAYMENT OF $10 MILLION OF TRANCHE A LOANS ON OR BEFORE MARCH 31, 2008. In addition to any other payments or prepayments required to be made under the Loan Documents, after the Seventh Amendment Effective Date and prior to or on March 31, 2008 the Borrowers shall make a $10,000,000 principal payment to the Administrative Agent on account of the Loans, which $10,000,000 principal prepayment shall be applied in the manner set forth in Subsection (c)(iii) and (iv) of Section 2.21(c) of the Agreement; provided, however, that the foregoing $10,000,000 mandatory repayment amount required under this
Section 2.21(f) of the Agreement shall be reduced by the total amount of prepayments under Sections 2.11 and 2.21(a) made prior to March 31, 2008; provided, further, that such mandatory repayment under this Section 2.21(f) shall not be reduced below $0..

(g) REDUCTION IN COMMITMENTS. All payments of principal under Section 2.21 of the Agreement shall effect a permanent reduction of (a) the Tranche A Commitments in an amount equal to the principal amount of the Tranche A Loans so prepaid, and (b) the Tranche B Commitments in an amount equal to the principal amount of the Tranche B Loans so prepaid. Any reduction of the Commitments required under this Section 2.21(g) shall apply as a proportional and permanent reduction of the Commitments of each of the Lenders. If the aggregate outstanding principal amount of the Loans exceeds the Commitments, Borrowers shall immediately prepay such Loans to the extent necessary to eliminate such excess.

Section 2.11 The Revolving Credit Agreement shall be amended by deleting Section 2.27 in its entirety and inserting the following revised Section 2.27 and new Section 2.28 in lieu thereof:

Section 2.27. OFFERING OPTION FOR ING AND UTILIZATION OF PROCEEDS OF SUCH OFFERING TO SATISFY CASH PORTION FOR CERTAIN INTEREST PERIODS. The Lenders and the Administrative Agent hereby grant the Borrowers the following option, and the Borrowers hereby exercise such option: notwithstanding anything else contained in this Agreement, (a) the Borrowers shall deliver on the Seventh Amendment Effective Date (i) to the transfer agent for the Cadiz Common Stock irrevocable instructions for the delivery to ING (or ING's nominee) of a stock certificate representing 200,000 shares of Common Stock of Cadiz Borrower underlying 40,000 units under the Offering, which units shall have an aggregate value of $2,400,000 under the Offering (the "OFFERING-ING COMMON STOCK"), and (ii) to ING (or ING's nominee) of warrants (the "OFFERING-ING WARRANTS") to purchase 40,000 shares of Cadiz Common Stock and other rights provided to a subscriber of $2,400,000 worth of units under the Offering, (b) in exchange for the Offering-ING Units, ING shall grant a $2,400,000 credit to be utilized for obligations arising under the Agreement solely as provided in Section 2.28 of the Agreement (the "ING-OFFERING CASH COLLATERAL"), and (c) for each of the five Interest Periods between the Seventh Amendment Effective Date and the Interest Period ending on March 31, 2007, the Borrowers have elected to make, and shall be deemed to have made for purposes of Section 2.14 of the Agreement, the PIK&Cash Payment Election. The ING- Offering Cash Collateral shall be reflected as a deemed deposit into the Cash Collateral Account and shall be credited in calculating whether the Borrowers should deposit further cash into the Cash Collateral Amount to satisfy the Required Cash Collateral Amount requirement set forth in Section 2.16 of the Agreement. ING (or ING's nominee,as the case may be) shall be treated as a purchaser under the Offering (and all documents, agreements, certificates arising in connection therewith) of all Offering-ING Units and shall be entitled to receive a duly executed subscription agreement, warrant certificate and the Offering Registration Rights Agreement in respect thereof. As of any date, the sole evidence of the amount, if any, of the ING-Offering Cash Collateral shall be a record maintained by the Administrative Agent setting and shall be conclusive as among the Borrowers, the Administrative Agent and the Lenders absent manifest error.

Section 2.28. USE AND APPLICATION OF ING-OFFERING CASH COLLATERAL. The ING-Offering Cash Collateral shall be utilized solely in respect of Revolving Loan Obligations and solely as follows: (a) prior to any other application of the ING-Offering Cash Collateral as provided in Sections 2.28(b) or (c) of the Agreement, the Borrowers shall utilize the ING-Offering Cash Collateral to satisfy, to the extent available, the payment of the Cash Portion interest when due under the Agreement, and the amount of ING-Offering Cash Collateral shall be reduced by the amount so utilized, (b) if ING (or ING's nominee, as the case may be), in its sole discretion, sells its Offering- ING Units to any Entity (but excluding any sale or transfer to any Affiliate of ING) on or before March 31, 2005, then in any subsequent prepayment-in-full or repayment-in-full of the Revolving Loan Obligations, the Borrowers may utilize the ING-Offering Cash Collateral (to the extent not previously utilized to satisfy the Cash Portion interest obligation as provided in Section 2.28(a) of the Agreement) to satisfy the Revolving Loan Obligations, and the amount of ING-Offering Cash Collateral shall be reduced by the amount so utilized, and
(c) on any date on which all of the Revolving Loan Obligations are being paid in full, the Borrowers shall utilize the remaining ING-Offering Cash Collateral to satisfy the Repayment Fee and the amount of ING-Offering Cash Collateral shall be reduced by the amount so utilized. Notwithstanding anything to the contrary herein, at no time shall either the Administrative Agent, ING (or its nominee) or any of the Lenders be required to deposit moneys into the Cash Collateral Account or be transferred to either of the Borrowers or any other party as a result of the any of the matters set forth in Sections 2.27 or 2.28 of the Agreement.

Section 2.12 Section VII of the Revolving Credit Agreement shall be amended by (a) deleting the "or" at the end of subclause VII(q), and (b) adding the following new clauses VII(s) and (t) as follows:

(s) the failure of Cadiz Borrower (or the transfer agent for the Common Stock of Cadiz Borrower) to deliver to ING on or before the tenth (10) Business Day after the Seventh Amendment Effective Date both (i) a stock certificate representing 1,711,665 shares of Common Stock of Cadiz Borrower issuable upon the conversion of Series F Preferred Stock as provided in Section 8 of the Seventh Amendment, and (ii) a stock certificate representing 200,000 shares of Common Stock of Cadiz Borrower, which is the Offering-ING Common Stock issuable in accordance with
Section 2.27 of the Agreement;

(t) The failure to of the Borrowers to maintain Cash in the Cash Collateral account in the amount required under Section 2.16 of the Agreement, which failure has not been cured within three (3) days after the due date thereof;

SECTION 3. CONSENT.

Subject to, and effective as of, the occurrence of the Seventh Amendment Effective Date, the Lender Parties consent to the Offering. Except as expressly provided herein, the Lender Parties and the Borrowers agree that (a) this consent does not affect in any way the Lender Parties' security interests, rights and remedies as provided under the Security Documents and the other Loan Documents,
(b) the Lender Parties have expressly reserved any and all of its rights and remedies, including under the Loan Documents and under applicable law, waiving none of its rights by the execution of this consent, and (c) this consent is also without prejudice to, and shall not act as a waiver of, any of the Lender Parties' rights and remedies with respect to any Default or Event of Default which may have occurred and which may be continuing.

SECTION 4. CERTAIN ACKNOWLEDGEMENTS.

The Borrower hereby expressly acknowledges and agrees that as of the Seventh Amendment Effective Date, the outstanding principal under the Loan Documents is in the amount of $25,000,000.00.

SECTION 5. NO SATISFACTION.

The Borrower hereby expressly acknowledges and agrees that nothing in this Seventh Amendment or in any document or instrument executed in connection with or pursuant to this Seventh Amendment shall constitute a satisfaction of or a novation as to all or any portion of Borrowers' indebtedness under the Revolving Credit Agreement. Borrower hereby unconditionally reaffirms, reconfirms and restates its obligation to pay in full the indebtedness arising under the Revolving Credit Agreement or any of the Loan Documents to the Administrative Agent and/or the Lenders, as the case may be, the Revolving Loan Obligations or the other or Loan Obligations. Borrowers as to the Revolving Loan Obligations and the other or Loan Obligations hereby further acknowledges and agrees that it has no defenses to the enforcement of such obligations (or any portion thereof), nor any counter-claims or claims of offset whatsoever with respect to the Revolving Loan Obligations and/or the other or Loan Obligations and that neither this Seventh Amendment nor the consummation of the transactions contemplated herein will give rise to any such defenses, counter-claims or claims of offset.

SECTION 6. REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS.

The Borrower represents and warrants to the Lender Parties that the representations and warranties set forth in Loan Documents are true and complete in all material respects on the date hereof as if made on and as of the date hereof (except to the extent any such representation and warranty stated to relate to a specific earlier date is true and correct as of such earlier date) and as if each reference therein to that document included reference to the Loan Documents as amended from time to time (including as amended by the Seventh Amendment Documents). The Borrower further represents and warrants that (a) it is in compliance with all of the affirmative, negative and financial covenants set forth in the Loan Documents as of the date hereof, (b) all audited financial statements and all financial statements provided to the Securities and Exchange Commission (as part of filings on Form 10-K, Form 10-Q or other SEC forms) delivered to the Administrative Agent through the date hereof have been complete and correct in all material respects and fairly presented the financial condition of the Borrower and their Subsidiaries as at such dates and the results of its operations for the periods covered thereby, all in accordance with GAAP consistently applied, (c) on the date hereof no Event of Default or default (other than those that have been previously cured or waived) under any Revolving Credit Document has occurred, (d) the execution and delivery by it of this Seventh Amendment and the other Seventh Amendment Documents has been duly authorized by all requisite corporate action (including, but not limited to, any consent required to be obtained by any shareholder), and it has obtained or will obtain prior to the Seventh Amendment Effective Date any required approvals of third parties for the execution and delivery of such documents, (e) Administrative Agent and the Lenders have performed or complied with all material obligations required to be performed or complied with by it under the Loan Documents and, as of the date hereof, there are no amounts due and owing by Administrative Agent or the Lenders under the Loan Documents, (f) to the Borrower's knowledge, upon due inquiry, Administrative Agent and the Lenders have not engaged in any acts, conduct or omissions that could result in the Administrative Agent and the Lenders receiving a smaller distribution on account of the Revolving Loan Obligations, and (g) all shares of Common Stock to be issued under the Offering- ING Warrants have been duly and validly reserved and all such shares, as well as the shares of Common Stock that will be issued to ING on the date hereof pursuant to Sections 2.27 and 8 hereof are not subject to any preemptive or similar rights (whether arising by contract, law, charter documents or otherwise), other than as may arise in favor of ING pursuant to the Series F Certificate of Designations. Each of the parties hereto represents and warrants that such party has full authority and legal power to execute this Seventh Amendment and each of the other Seventh Amendment Documents that it has executed and that this Seventh Amendment and each of the Loan Documents (as amended by the Seventh Amendment Documents) constitute valid and binding obligations of such party.

SECTION 7. CONDITIONS PRECEDENT.

This Amendment shall become effective on the date on which the Administrative Agent shall notify the Borrowers that the following conditions have been satisfied in the Administrative Agent's sole discretion:

A. the Administrative Agent shall have received counterparts of this Seventh Amendment and the other Seventh Amendment Documents (in recordable form, where appropriate) duly executed and delivered by the Borrower in form and substance satisfactory to Administrative Agent (in Administrative Agent's absolute discretion), including, but not limited to, the following:

(1) this Seventh Amendment;

(2) The Amended and Restated Tranche A Revolving Credit Note between Borrowers and ING, in the form as attached hereto in Exhibit A;

(3) The Amended and Restated Tranche B Revolving Credit Note between Borrowers and ING in the form as attached hereto in Exhibit B;

(4) Sixth Amended and Restated Pledge and Security Agreement between Borrowers and ING, in the form as attached hereto in Exhibit C;

(5) Sixth Modification of the Revolver Deed of Trust, in the form as attached hereto in Exhibit D;

(6) Sixth Modification of the Revolver SWFG Deed of Trust, in the form as attached hereto in Exhibit E;

(7) Sixth Modification of the Revolver Piute Deed of Trust, in the form as attached hereto in Exhibit F;

(8) a copy of the Revised Preferred Stock Certificate of Designations evidencing to the satisfaction of the Lender Parties that such document has been properly filed with the Secretary of State of the State of Delaware;

(9) The 1934 Act Compliance Letter duly executed by Cadiz, in the form as attached hereto in Exhibit G;

(10) The Registration Rights Agreement Amendment in the form as attached hereto in Exhibit H;

(11) The New Cadiz Series F Preferred Stock Certificate in the form attached hereto as Exhibit I;

(12) The Offering Materials Certificate in the form attached hereto as Exhibit J;

(13) The Offering Registration Rights Agreement in the form attached hereto as Exhibit K;

(14) The Offering-ING Warrants in the form attached hereto as Exhibit L; and

(15) a copy of the instructions given to the transfer agent for the Cadiz Common Stock evidencing to the satisfaction of the Lender Parties that such transfer agent has been irrevocably instructed to issue (a) shares of Common Stock of Cadiz to ING in accordance with Section 8 hereof and (b) shares of Common Stock of Cadiz to ING in accordance with
Section 2.27 of the Agreement;

(B) Each of the Borrowers, to the extent that it is a party thereto, shall have confirmed in writing that the following documents remain valid and binding agreements and/or instruments, which written confirmation is in form and substance satisfactory to the Administrative Agent, in its sole discretion, and that Borrowers and, as applicable, their Participating Subsidiaries remain bound by the terms and provisions of the following documents:

(1) the Pledge and Security Agreement and the Mortgages, and/or any amendments to any such existing Loan Documents;

(2) the Cadiz Reaffirmation Agreement; and

(3) the other Loan Documents, as amended from time to time.

C. the Administrative Agent shall have received an opinion from each of the Borrowers' counsel in form and substance satisfactory to the Administrative Agent (A) that such Borrower is in good standing in the States of Delaware and California, (B) as to the due authorization, execution and delivery of this Seventh Amendment, the other Seventh Amendment Documents and the other Loan Documents, (C) that this Seventh Amendment, the other Seventh Amendment Documents and the other Loan Documents constitute valid, binding and enforceable obligations of such Borrower, and (D) as to such other matters as the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to such Borrower and the Lender Parties;

D. ING shall have received payment in full of the Term Loan Obligations through the receipt of $10,976,675.92, which payment shall be made by the Borrowers from the proceeds of the Offering;

E. The Borrowers shall have paid the Administrative Agent the principal amount of $2,074,678 as a repayment of a portion of the Revolving Loan Obligations. After giving effect to such repayment, the outstanding principal balance of the Revolving Loan Obligations shall be $25,000,000.00;

F. the Administrative Agent shall have received certified copies of the resolutions (in form and content satisfactory to Administrative Agent) of the Board of Directors of Cadiz approving and authorizing this Seventh Amendment and the other Seventh Amendment Documents, and the effectuation of the transactions contemplated herein and/or therein, as the case may be, and any and all actions to be taken by Borrowers in furtherance and in connection with this Seventh Amendment and/or the other Seventh Amendment Documents;

F. the Administrative Agent shall have received from the Delaware Secretary of State a Certificate of Good Standing with respect to each of the Borrowers and a certificate evidencing that each Borrower is qualified to do business in California, all of which certificates must be in form and content satisfactory to Administrative Agent;

G. the Administrative Agent shall have received certificates (in form and content satisfactory to Administrative Agent) of the Chief Executive Officer of each Borrower, certifying as to the names and signatures of the officers authorized to sign this Seventh Amendment and the other documents to be executed and delivered on its behalf pursuant to this Seventh Amendment;

H. to the best of Borrower's knowledge, all real property taxes with respect to the property encumbered by any of the ING Collateral, as well as all real property taxes affecting the property encumbered by any and all deeds of trust pledged or assigned to Administrative Agent as security for the Revolving Loan Obligations (or any of them), shall have been paid prior to the date any fine, penalty, interest, late-charge or loss may be added to such taxes or charged against such real property or other ING Collateral for the non-payment or late-payment of such taxes;

I. Each Borrower shall have caused appropriate officers of Borrower to execute and deliver to Administrative Agent such additional certificates with respect to matters relating to the transactions contemplated herein as Administrative Agent may require;

J. Each Borrower shall have executed and delivered or caused the appropriate third parties to execute and/or deliver (in recordable form, where appropriate, and otherwise in form and content satisfactory to Administrative Agent) such other documents, instruments, agreements and writings as Administrative Agent may require in connection with the creation or continuation of any security interest(s) granted to Administrative Agent in furtherance of the transactions contemplated by this Seventh Amendment or as Administrative Agent may otherwise require in connection with the consummation of such transactions (including, without limitation, estoppel certificates, guaranty waivers, security agreements; pledges; assignments; subordination agreements; endorsements; certificates; certifications; reports; and studies);

K. the Borrowers shall have paid to the Administrative Agent all interest that accrued under the Revolving Credit Agreement through and including the Seventh Amendment Effective Date in the amount of $367,012.30 as of November 30, 2004 plus a per diem amount at the rate of $8,563.62 for each day that the Seventh Amendment Effective Date occurs after November 30, 2004 (which per diem rate includes amounts due under the Term Loan Obligations and Revolving Loan Obligations); and

L. The representations and warranties of each Borrower set forth in this Seventh Agreement and each other Seventh Amendment Document shall be true and correct on and as of the Seventh Amendment Effective Date.

M. No Default shall have occurred and be continuing after giving effect to the transactions set forth in this Seventh Amendment and the other Seventh Amendment.

N. After giving effect to the transactions set forth in this Seventh Amendment and the other Seventh Amendment Documents, each Borrower shall have performed or observed and be continuing to perform each term, covenant or agreement contained in any Loan Document.

O. The Administrative Agent shall have received all fees, preferred stock, common stock and other amounts due and payable on or prior to the Seventh Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.

P. All governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transaction, the financing contemplated hereby and the continuing operations of the Borrowers shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions or the financing under the Seventh Amendment.

Q. the Lender Parties shall have received a "date down and modification" endorsement to each of the mortgagee title insurance policies (collectively, the "TITLE POLICIES") issued for the benefit of the Lender Parties with respect to the Cadiz Deeds of Trust, and the CVDC Deeds of Trust, which endorsements shall (i) be issued by the Chicago Title Insurance Company for the benefit of the Lender and its successors and assigns, (ii) insure the amendments to the Cadiz Deeds of Trust and the CVDC Deeds of Trust required to be delivered pursuant to Section 7 of the Seventh Amendment and the continued priority of the Cadiz Deeds of Trust and the CVDC Deeds of Trust granted to the Lender, (iii) confirm that all real property taxes with respect to the property encumbered by the Cadiz Deeds of Trust and the CVDC Deeds of Trust have been paid prior to the date of the Title Policies, along with any fine, penalty, interest, late charge or similar fine or penalty with respect to the payment of such taxes, (iv) be otherwise in form and substance satisfactory to the Lender in its sole discretion;

R. all real property taxes with respect to the property encumbered by the Cadiz Deeds of Trust and the CVDC Deeds of Trust have been paid prior to the date of the Title Policies, along with any fine, penalty, interest, late charge or similar fine or penalty with respect to the payment of such taxes, and

S. the Lender Parties shall have received confirmation, in form and substance satisfactory to the Lender Parties, that
(i) Borrowers have paid (a) all premiums for the endorsements to the Title Policies required pursuant to Section 7(Q) hereof, (b) all recording and filing fees relating to the recording of the Revolver Deeds of Trust required to be delivered pursuant to this Section 7 of this Seventh Amendment, and (c) amounts sufficient to satisfy all real property taxes with respect to the property encumbered by the Revolver Deeds of Trust and Mortgages, along with any fine, penalty, interest, late charge or similar fine or penalty with respect to the payment of such taxes, to Chicago Title Insurance Company with instructions to utilize such funds to pays such taxes, fines, penalties, interest, late charges or similar fines or penalties, and
(ii) all amendments to the Revolver Deeds of Trust and Mortgages required to be delivered pursuant to this Section 7 of this Seventh Amendment, each in form and substance satisfactory to Administrative Agent and as executed and ready for recordation, have been duly delivered to Chicago Title Insurance Company;

T. the Administrative Agent shall have received such other documents as the Administrative Agent may reasonably request;

U. each of the Borrowers and the Lender Parties shall have delivered to each other, each (as applicable) as executed by such party: (i) the Term Loan Payoff Letter in the form as attached hereto in Exhibit N; (ii) the Waiver of Certain Preemptive Rights in the form as attached hereto in Exhibit O; and (iii) the Subscription Agreement in the form as attached hereto in Exhibit P; and

V. each of the items required to be effected and delivered under Section 8 hereof has contemporaneously occurred with the occurrence of the Seventh Amendment Effective Date.

Each of the conditions set forth in this Section 7 shall be waivable by Administrative Agent in its sole and absolute discretion, it being understood and agreed that any such waiver shall only be valid if made in writing by Administrative Agent.

For purposes of the payments referenced in Subsections (D), (E) and (K) of this Section 7, each of the parties hereto acknowledge and agree that the Borrowers shall utilize the $700,000 currently in the Cash Collateral Account, which amount shall be transferred from the Cash Collateral Account to the Administrative Agent (as it so directs) as a partial payment of such obligations.

SECTION 8. CONVERSION OF SERIES F SHARES.

Section 8.01 OBLIGATIONS OF ING ON SEVENTH AMENDMENT EFFECTIVE DATE, On the Seventh Amendment Effective Date, ING, in its capacity as the holder of the Cadiz Series F Preferred Stock Certificate, shall (a) deliver to Cadiz on the Unanimous Written Consent of Series F Holders, in the form as annexed hereto as Exhibit Q, (b) exercise its right to convert 99% of the Series F Shares that it holds to Common Stock of Cadiz in accordance with the terms of the Revised Preferred Stock Certificate of Designations, and (c) in connection with the conversion described in Section 8.01(b), deliver its original Cadiz Series F Preferred Stock Certificate to Cadiz in exchange for the 1,711,665 shares of Common Stock of Cadiz and 1,000 shares of Cadiz Series F Preferred Stock.

Section 8.02 OBLIGATIONS OF CADIZ ON SEVENTH AMENDMENT EFFECTIVE DATE. On the Seventh Amendment Effective Date, Cadiz shall, in connection with the conversion described in Section 8.01(b), (a) deliver evidence that it has irrevocably instructed the transfer agent for Cadiz Common Stock to issue 1,711,665 shares of Common Stock of Cadiz to ING, and (b) deliver to ING 1,000 shares of Cadiz Series F Preferred Stock in the form of the New Cadiz Series F Preferred Stock Certificate.

SECTION 9. DELIVERY OF TERM LOAN PAYOFF LETTER.

Upon the occurrence of the Seventh Amendment Effective Date, the Lender Parties shall deliver the Term Loan Payoff Letter to the Borrowers as executed by the Lender Parties. On or as soon as practicable after the ninety-first day after the Seventh Amendment Effective Date, the Lender Parties shall release any Security Documents that solely secured the repayment of Term Loan Obligations. Notwithstanding the prior sentence, any Security Documents that secure, in whole or in part, the Revolving Loan Obligations shall not be subject to the provisions of the prior sentence and such Security Documents shall remain in full force and effect with respect to the Revolving Loan Obligations.

SECTION 10. GENERAL RELEASE.

In consideration of the amendments, waivers, consents, and the other terms and provisions of this Seventh Amendment and the other Seventh Amendment Documents, Borrower, on behalf of itself, its agents, successors, assigns, subsidiaries, partners and Affiliates hereby fully release and forever discharge the Administrative Agent, the Lenders and each of their agents, consultants, heirs, successors, assigns, Affiliates, directors, officers, employees, shareholders, executives, servants, attorneys, accountants, representatives and other related persons (collectively, the "Released Parties") from any and all rights, claims, demands, actions, causes of action, costs, losses, suits, liens, debts, damages, judgments, executions and demands of every nature, kind and description whatsoever, whether now known or unknown, either at law, in equity or otherwise, which Cadiz or any of its agents, successors, assigns, subsidiaries, partners and/or Affiliates ever had or may have against the Administrative Agent, the Lenders or the other Released Parties, including, without limitation, all claims arising under or in connection with the Loans, the other Revolver Obligations, the Revolving Credit Agreement, the Seventh Amendment Documents, the other Loan Documents, and/or in connection with the dealings between the parties up to and including the closing of the transactions contemplated in this Seventh Amendment and all claims which have arisen or may arise in any other way whatsoever; provided that nothing herein shall be deemed to release the Administrative Agent, the Lenders or any other Released Party from any liability or obligations arising in connection with facts or circumstances which occur or arise for the first time after the Seventh Amendment Effective Date of the transaction contemplated by this Seventh Amendment.

It is further understood and agreed that the foregoing general release extends to all claims of every kind and nature whatsoever, known, suspected or unsuspected, liquidated or contingent, foreseen or unforeseen, and Cadiz and its agents, successors, assigns, subsidiaries, partners and Affiliates hereby waive all rights under Section 1542 of the California Civil Code.
Section 1542 of the California Civil Code provides as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR."

SECTION 11. WAIVER OF ANTI-DEFICIENCY PROTECTION.

Each Borrower hereby waives, as to this Seventh Amendment and any and all Loan Documents heretofore executed in connection with any of the Loans, the other Revolving Loan Obligations, the Agreement, the Seventh Amendment Documents, and the other Loan Documents, any defense, protection or right under:

(a) California Code of Civil Procedure ("CCP") Section 580(d) concerning the bar against rendition of a deficiency judgment after foreclosure under a power of sale;

(b) CCP Section 580(a) purporting to limit the amount of a deficiency judgment which may be obtained following exercise of a power of sale under a deed of trust; and

(c) CCP Section 726 concerning exhaustion of collateral, the form of foreclosure proceedings with respect to real property security located in California and otherwise limiting the amount of a deficiency judgment which may be recovered following completion of judicial foreclosure by reference to the "fair value" of the foreclosed collateral.

SECTION 12. ADVICE OF COUNSEL.

Each of the parties acknowledges that it has entered into this Seventh Amendment and the other Seventh Amendment Documents voluntarily and that it has had the full opportunity to obtain and consult with counsel of its own choice to advise it in the negotiations for, and in execution of, this Seventh Amendment and the documents to be executed pursuant hereto. Each of the parties further acknowledges that it has read this Seventh Amendment, that it is fully aware of the contents of this Seventh Amendment and its legal effect and that it has not relied upon any advice, representation or warranty of any kind whatsoever from the other party or its counsel.

SECTION 13. NOTICES.

All notices, elections, consents, approvals, demands, objections, requests or other communications which the parties may be required or desire to give pursuant to, under, or by virtue of this Seventh Amendment, the other Seventh Amendment Documents, or in the Loan Documents must be in writing and sent by (a) personal delivery, (b) overnight courier service, (c) certified mail, return receipt requested, postage prepaid, or (d) telecopy or other facsimile transmission (provided that if sent by telecopy or other facsimile transmission, such must also sent by express mail or courier (for next business day delivery)), addressed as follows:

if to the Borrowers, to it at:

Cadiz Inc.
Attn: Chief Financial Officer 777 S. Figueroa Street
Suite 4250
Los Angeles, California 90017 Telephone No.: 213-271-1600 Facsimile No.: 213 271-1614

with a copy to:

Howard Unterberger, Esq.
Miller & Holguin
1801 Century Park East
Seventh Floor
Los Angeles, CA 90067
Telephone No.: 310-556-1990 Facsimile No.: 310-557-2205

if to the Administrative Agent, to it at:

Reference:  Cadiz
Telephone No.:      646-424-6000
Facsimile No.:      646- 424 8260

with a copy to:

Cadwalader, Wickersham & Taft 100 Maiden Lane
New York, New York 10038
Attention: Michael J. Edelman, Esq.

Telephone No.: 212-504-6000

Facsimile No.: 212-504-6666

if to ING, as a Lender, to it at:

ING Capital, LLC

1325 Avenue of the Americas
New York, New York 10019

Attention: Joan Chiappe, Vice President

Reference:  Cadiz
Telephone No.:      646-424-6000
Facsimile No.:      646- 424 8260

with a copy to:

Cadwalader, Wickersham & Taft 100 Maiden Lane
New York, New York 10038
Attention: Michael J. Edelman, Esq.

Telephone No.: 212-504-6000

Facsimile No.: 212-504-6666

The parties may designate another addressee or change its address for notices and other communications hereunder by a notice given to the other parties in the manner provided in this paragraph. A notice or other communication sent in compliance with the provisions of this paragraph shall be deemed given and received on the date it is delivered to the other party by telecopy, personal delivery, overnight courier service, or certified mail.

SECTION 14. LOAN DOCUMENTS REMAIN BINDING EXCEPT AS EXPRESSLY AMENDED OR MODIFIED BY SEVENTH AMENDMENT DOCUMENTS.

Except as specifically and expressly provided herein and/or in the other Seventh Amendment Documents, the Loan Documents shall remain unchanged and in full force and effect. Without limiting the obligations of the Borrower under any of the Loan Documents, as amended by the Seventh Amendment Documents, Cadiz agrees to pay or reimburse the Administrative Agent on demand for all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Seventh Amendment and the Seventh Amendment Documents.

SECTION 15. GOVERNING LAW; DISPUTE RESOLUTION.

A. THIS SEVENTH AMENDMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SEVENTH AMENDMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS SEVENTH AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SEVENTH AMENDMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).

B. Each of the Borrower and the Administrative Agent and the Lenders submit to and accept the exclusive jurisdiction of any United States federal court sitting in the Central District of California or any other court of appropriate jurisdiction sitting in the County of Los Angeles, City of Los Angeles with respect to any action, suit or proceeding arising out of or based upon this Seventh Amendment or any matter relating hereto and waives any objection it may have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over it. Each of the Borrower and the Administrative Agent and the Lenders agree that service of process in any such action, suit or proceeding may be validly made upon it by certified or registered U.S. Mail, postage prepaid, to the address set forth in Section 13 hereof. Each of the parties hereto waives any right it may have to trial by jury in any proceeding arising out of this Seventh Amendment. The Parties irrevocably agree that, should either Party institute any legal action or proceeding in any jurisdiction (whether for an injunction, specific performance, damages or otherwise) in relation to this Seventh Amendment, no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such action or proceeding shall be claimed by it or on its behalf, any such immunity being hereby irrevocably waived, and each Party irrevocably agrees that it and its assets are, and shall be, subject to such legal action or proceeding in respect of its obligations under this Seventh Amendment.

SECTION 16. METHOD OF PAYMENTS.

All payments made by Borrower to the Administrative Agent on account of the Revolving Loan Obligations shall be made in the lawful currency of the United States of America by wire transfer of immediately available funds to the Administrative Agent in accordance with the wire instructions set forth on Schedule A hereto.

SECTION 17. MISCELLANEOUS.

A. Survival. All representations, warranties, covenants and other provisions made by the parties hereto shall be considered to have been relied upon by the parties hereto and shall survive the execution, performance and delivery of this Seventh Amendment.

B. Successors and Assigns. This Seventh Amendment and the other Seventh Amendment Documents, including, without limitation, the representations, warranties, covenants and indemnities contained herein or in the other Seventh Amendment Documents, as the case may be, (i) shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns, and (ii) shall be binding upon and enforceable against the parties hereto and their respective successors and assigns.

C. Further Assurances. Each of the parties hereto agrees to execute and deliver, or to cause to be executed and delivered, all such instruments, and to take all such action, as the other party may reasonably request in order to consummate the transactions and transfers contemplated hereunder and to effectuate the intent and purposes of this Seventh Amendment.

D. Counterpart Execution; Telecopies. This Seventh Amendment may be executed in one or more counterparts, each of which shall be an original but all of which, taken together, shall constitute one agreement binding all of the parties hereto. Transmission by telecopier of an executed counterpart of this Seventh Amendment shall be deemed to constitute due and sufficient delivery of such counterpart, and the parties hereto hereby agree to deliver to each other an original of such counterpart promptly after delivery of the facsimile.

E. Amendments; Waivers.

(1) No amendment of any provision of this Seventh Amendment or any other Seventh Amendment Document shall be effective unless it is in writing and signed by the Administrative Agent, the Lenders (as the case may be) and the Borrower and no waiver of any provision of this Seventh Amendment or any other Seventh Amendment Document, nor consent to any departure by the Administrative Agent, the Lenders or the Borrower therefrom, shall be effective unless it is in writing and signed by the party affected thereby, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(2) No failure on the part of any party to exercise, and no delay in exercising, any right hereunder or under any other Seventh Amendment Document shall operate as a waiver thereof by such party, nor shall any single or partial exercise of any right hereunder or thereunder, as the case may be, preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of each party provided herein or in the other Seventh Amendment Documents (x) are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law (except as otherwise expressly set forth herein) and (y) are not conditional or contingent on any attempt by such party to exercise any of its rights under any other related document against the other party or any other entity.

F. Integration. This Seventh Amendment and the other Seventh Amendment Documents constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements, understandings or representations pertaining to the subject matter hereof, whether oral or written.

G. Severability. Any provision of this Seventh Amendment that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Seventh Amendment or affecting the validity or enforceability of any provisions of this Seventh Amendment in any other jurisdiction.

H. Conflict. In the event that any of the terms and provisions of this Seventh Amendment conflicts with any of the terms and provisions of the other Seventh Amendment Documents, the terms and provisions of this Seventh Amendment shall, as between Administrative Agent, the Lenders and Borrower, govern and control.

I. Costs Borne by Non-Prevailing Party. In the event of any dispute with respect to this Seventh Amendment, the prevailing party shall be entitled to recover from the non-prevailing party all costs and attorneys' fees.

J. Captions; Paragraph Headings. The captions and paragraph headings used herein are for convenience only and shall not be used to interpret any term hereof.

IN WITNESS WHEREOF, the Administrative Agent, the Lenders and the Borrower have executed this Seventh Amendment by their duly authorized officers as of the date first set forth above.

CADIZ INC., as the Borrower

By: /s/ Keith Brackpool
           --------------------------------------
Name: Keith Brackpool
Title: CEO

CADIZ REAL ESTATE LLC, a Borrower

By: /s/ Richard E. Stoddard
           --------------------------------------
Name: Richard E. Stoddard
Title: CEO

ING CAPITAL, LLC, as the Administrative Agent and a Lender

By: /s/ Geoffrey Arens
           ------------------------------------
Name: Geoffry Arens
Title:  Managing Director

SCHEDULE A:

WIRE INSTRUCTIONS FOR ING AS THE ADMINISTRATIVE AGENT

Chase Manhattan Bank
New York, New York
ABA No.: 021 000 021
Account No.: 9301035763
Account Name: ING Capital
Attention: J. Chiappe
Reference: Cadiz

ING CAPITAL, LLC

SECOND AMENDED AND RESTATED TRANCHE A NOTE

$15,000,000.00 Dated as of November 30.2004

FOR VALUE RECEIVED, each of (a) CADIZ INC. (f/k/a Cadiz Land Company, Inc.) ("CADIZ"), a Delaware corporation and (b) CADIZ REAL ESTATE LLC ("CRE", and along with Cadiz, collectively, the "BORROWERS", and each individually, a "BORROWER"), a Delaware limited liability company, promise to pay, jointly and severally, to the order of ING CAPITAL, LLC (the "TRANCHE A LENDER") (f/k/a ING Baring (U.S.) Capital LLC, a Delaware limited liability company), as agent for Middenbank Curacao N.V., at the place and in the currency and manner designated in the Credit Agreement referred to below, in immediately available funds, the principal sum of FIFTEEN MILLION Dollars ($15,000,000.00), in lawful money of the United States of America, and to pay interest on the unpaid principal amount of such Tranche A Loans at the place and in the currency and manner designated in the Credit Agreement, for the period commencing on November 30, 2004 until such Tranche A Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, prepayment, interest rate and maturity date of each Tranche A Loan made by the Tranche A Lender to the Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Tranche A Lender on its books and, prior to any transfer of this Tranche A Note, endorsed by the Tranche A Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Tranche A Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Tranche A Loans made by the Tranche A Lender.

This Tranche A Note is one of the Tranche A Notes referred to in (a) the First Amendment to 2003 Restated Credit Agreement and Consent to Offering (the "Seventh Amendment"), dated as of November 30, 2004 among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and (b) the Sixth Amended and Restated Credit Agreement dated as of December 15, 2003 (as modified, supplemented or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT"), among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and evidences Tranche A Loans made by the Tranche A Lender thereunder. Terms used but not defined in this Tranche A Note have the respective meanings assigned to them in the Credit Agreement.

Any holder of this Tranche A Note shall have all rights provided to a Tranche A Lender under the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this Tranche A Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 9.04 of the Credit Agreement, this Tranche A Note may not be assigned by the Tranche A Lender to any other Person.

This Tranche A Note includes the indebtedness heretofore evidenced by that certain Amended and Restated Tranche A Note dated as of September 30, 2003, as amended and in effect prior to the date hereof, made by Borrowers, as borrowers, in favor of Tranche A Lender in the principal amount of Fifteen Million Twenty Thousand and 00/100 Dollars (US $15,020,000.00) (the "Prior Note") and this Tranche A Note amends and restates the Prior Note in its entirety.

The obligations of the Borrowers under this Tranche A Note shall constitute one joint and several direct and general obligation of all of the Borrowers. Notwithstanding anything to the contrary contained herein, each of the Borrowers shall be jointly and severally, with the other Borrower, directly and unconditionally liable to the Tranche A Lender for all obligations hereunder and shall have the obligations of co-maker with respect to this ` Tranche A Note and the obligations hereunder, it being agreed that the advances to each Borrower inure to the benefit of all Borrowers, and that the Tranche A Lender is relying on the joint and several liability of the Borrowers as co-makers in extending and continuing the extension of the Tranche A Note as provided hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, this Note payable to the Tranche A Lender, it will forthwith pay the same, without notice or demand.

This Tranche A Note shall be governed by, and construed in accordance with, the law of the State of California. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO OR TO THE OR TO THE CREDIT AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON OR PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO OR TO THE CREDIT AGREEMENT HAVE BEEN INDUCED TO ENTER INTO, AS APPLICABLE, THIS NOTE AND THE CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE FOREGOING MUTUAL WAIVERS AND CERTIFICATIONS.

CADIZ INC., a Delaware corporation, as a Borrower

By: /s/ Keith Brackpool
               ---------------------------
Name: Keith Brackpool
Title: CEO

CADIZ REAL ESTATE LLC, a
Delaware limited liability
company, as a Borrower

By: /s/ Richard E. Stoddard
               ---------------------------
Name: Richard E. Stoddard
Title: CEO

               PRINCIPAL      AMOUNT      UNPAID
                AMOUNT        PAID OR     PRINCIPAL       NOTATION
DATE            OF LOAN       PREPAID     AMOUNT          MADE BY

As of date   $15,000,000.00   $0.00     $15,000,000.00    As agreed
hereof                                                     by all
                                                           parties

ING CAPITAL, LLC

SECOND AMENDED AND RESTATED TRANCHE B NOTE

$10,000,000.00 Dated as of November 30,2004 New York, New York

FOR VALUE RECEIVED, each of (a) CADIZ INC. (f/k/a Cadiz Land Company, Inc.) ("CADIZ"), a Delaware corporation and (b) CADIZ REAL ESTATE LLC ("CRE", and along with Cadiz, collectively, the "BORROWERS", and each individually, a "BORROWER"), a Delaware limited liability company, promise to pay, jointly and severally, to the order of ING CAPITAL, LLC (the "TRANCHE B LENDER") (f/k/a ING Baring (U.S.) Capital LLC, a Delaware limited liability company), as agent for Middenbank Curacao N.V., at the place and in the currency and manner designated in the Credit Agreement referred to below, in immediately available funds, the principal sum of TEN MILLION Dollars ($10,000,000.00), in lawful money of the United States of America, and to pay interest on the unpaid principal amount of such Tranche B Loans at the place and in the currency and manner designated in the Credit Agreement, for the period commencing on November 30, 2004 until such Tranche B Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, prepayment, interest rate and maturity date of each Tranche B Loan made by the Tranche B Lender to the Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Tranche B Lender on its books and, prior to any transfer of this Tranche B Note, endorsed by the Tranche B Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Tranche B Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Tranche B Loans made by the Tranche B Lender.

This Tranche B Note is one of the Tranche B Notes referred to in (a) the First Amendment to 2003 Restated Credit Agreement and Consent to Offering (the "Seventh Amendment"), dated as of November 30, 2004 among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and (b) the Sixth Amended and Restated Credit Agreement dated as of December 15, 2003 (as modified, supplemented or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT"), among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and evidences Tranche B Loans made by the Tranche B Lender thereunder. Terms used but not defined in this Tranche B Note have the respective meanings assigned to them in the Credit Agreement.

Any holder of this Tranche B Note shall have all rights provided to a Tranche B Lender under the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this Tranche B Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 9.04 of the Credit Agreement, this Tranche B Note may not be assigned by the Tranche B Lender to any other Person.

This Tranche B Note includes the indebtedness heretofore evidenced by that certain Amended and Restated Tranche B Note dated as of September 30, 2003, as amended and in effect prior to the date hereof, made by Borrowers, as borrowers, in favor of Tranche B Lender in the principal amount of Ten Million and 00/100 Dollars (US $10,000,000.00) (the "PRIOR NOTE") and this Tranche B Note amends and restates the Prior Note in its entirety.

The obligations of the Borrowers under this Tranche B Note shall constitute one joint and several direct and general obligation of all of the Borrowers. Notwithstanding anything to the contrary contained herein, each of the Borrowers shall be jointly and severally, with the other Borrower, directly and unconditionally liable to the Tranche B Lender for all obligations hereunder and shall have the obligations of co-maker with respect to this ` Tranche B Note and the obligations hereunder, it being agreed that the advances to each Borrower inure to the benefit of all Borrowers, and that the Tranche B Lender is relying on the joint and several liability of the Borrowers as co-makers in extending and continuing the extension of the Tranche B Note as provided hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, this Note payable to the Tranche B Lender, it will forthwith pay the same, without notice or demand.

This Tranche B Note shall be governed by, and construed in accordance with, the law of the State of California. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO OR TO THE OR TO THE CREDIT AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON OR PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO OR TO THE CREDIT AGREEMENT HAVE BEEN INDUCED TO ENTER INTO, AS APPLICABLE, THIS NOTE AND THE CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE FOREGOING MUTUAL WAIVERS AND CERTIFICATIONS.

CADIZ INC., a Delaware corporation, as a Borrower

By: /s/ Keith Brackpool
               ---------------------------
Name: Keith Brackpool
Title: CEO

CADIZ REAL ESTATE LLC, a
Delaware limited liability
company, as a Borrower

By: /s/ Richard E. Stoddard
               ---------------------------
Name: Richard E. Stoddard
Title: CEO

               Principal      Amount         Unpaid
                Amount        Paid or       Principal     Notation
Date            of Loan       Prepaid        Amount       Made By

As of date   $10,000,000.00   $0.00       $10,000,000.00  As agreed
hereof                                                     by all
                                                           parties

AMENDMENT NO. 1
TO LIMITED LIABILITY COMPANY AGREEMENT
OF
CADIZ REAL ESTATE LLC

This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT ("Amendment") is entered into as of October 29, 2004 by and between Cadiz Inc. ("Cadiz") and M. Solomon & Associates, Inc. (the "Independent Member"). The parties to this Amendment are hereinafter sometimes referred to collectively as the "Parties".

RECITALS:

WHEREAS, the Parties have entered into a Limited Liability Company Agreement of Cadiz Real Estate LLC dated as of December 11, 2003 (the "LLC Agreement"); and

WHEREAS, Section 4.1 of the LLC Agreement provides that the management of Cadiz Real Estate LLC (the "Company") shall be vested in a Board of Managers; and

WHEREAS, the Parties wish to amend the LLC Agreement in order to provide the Board of Managers with the authority to appoint officers of the Company, including a Chairman and a Chief Executive Officer, with the powers typically associated with such positions; and

WHEREAS, pursuant to Section 9.1 of the LLC Agreement, for as long as any amounts due under the terms of the New Note are outstanding, any amendment to the LLC Agreement (including this Amendment) requires the prior written consent of (i) the lenders holding at least 66% of the interest in the New Note or such higher supermajority as may be required pursuant to the terms of the New Note, and (ii) the Independent Member; and

WHEREAS, the consent to this Amendment of the Independent Member is evidenced by such Independent Member's execution of this Amendment; and

WHEREAS, the consent to this Amendment of ING Capital LLC, as the holder of 100% of the interest in the New Note, is set forth following the signatures of Cadiz and the Independent Member to this Amendment;

NOW THEREFORE, in consideration of the above recitals, the promises and the mutual representations, warranties, covenants and agreements herein contained, the Parties hereby agree as follows:

1. AMENDMENT OF LLC AGREEMENT. Subject to Section 2 of this Amendment, the LLC Agreement is hereby amended by adding new
Section 4.1(d) to read in full as follows:

"(d) OFFICERS.

i. APPOINTMENT OF OFFICERS. The Managers may appoint officers at any time. The officers of Company, if deemed necessary by the Managers, may include a chairman, chief executive officer/president, vice president, secretary, and chief financial officer. The officers shall serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. No officer need be a resident of the State of California or citizen of the United States. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Managers.

ii. REMOVAL, RESIGNATION AND FILLING OF VACANCY OF OFFICERS. Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Managers at any time. Any officer may resign at any time by giving written notice to the Managers. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

iii. SALARIES OF OFFICERS. All officers and agents of the Company shall receive such compensation, if any, as may be determined by the Managers from time to time.

iv. DUTIES AND POWERS OF THE CHAIRMAN. The chairman, if such an officer be appointed, shall, if present, preside at meetings of the Members and Managers, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Managers or prescribed by this Agreement. If there is no president, the chairman shall in addition be the chief executive officer of the Company and shall have the powers and duties prescribed in Section (v) below.

v. DUTIES AND POWERS OF THE CHIEF EXECUTIVE OFFICER/PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Managers to the chairman, if there be such an officer, the president shall be the chief executive officer of the Company, and shall, subject to the control of the Managers, have general and active management of the business of the Company and shall see that all orders and resolutions of the Members and Managers are carried into effect. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Managers or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Managers to some other officer or agent of the Company.

vi. DUTIES AND POWERS OF OTHER OFFICERS. Any other officers of the Company as may be appointed by the Managers, such as, vice president, secretary, and chief financial officer, shall perform such other duties and have such other powers as the Managers may from time to time prescribe.

vii. ACTS OF OFFICERS AS CONCLUSIVE EVIDENCE OF AUTHORITY. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.

viii.SIGNING AUTHORITY OF OFFICERS. Subject to any restrictions imposed by the Managers, any officer, acting alone, is authorized to sign contracts and obligations and endorse instruments on behalf of the Company."

2. EXISTING LLC AGREEMENT. Except as otherwise amended or modified herein or hereby, the provisions of the LLC Agreement (including, without limitation, the affirmative and negative covenants set forth in Sections 4.3 and 4.4 of the LLC Agreement) are hereby reaffirmed and shall remain in full force and effect. Notwithstanding anything herein to the contrary, any and all actions which require the consent and/or approval pursuant to the LLC Agreement of the Independent Member, Independent Manager and/or the lenders holding at least 66% of the interest in the New Note or such higher supermajority as may be required pursuant to the terms of the New Note shall, notwithstanding this Amendment, continue to require such consent and/or approval.

IN WITNESS WHEREOF, each of the Parties has caused this Amendment No. 1 to Limited Liability Company Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

"CADIZ"

CADIZ INC.

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

"INDEPENDENT MEMBER"

M. SOLOMON & ASSOCIATES, INC.

By:   /s/ Michael H. Solomon
     ----------------------------------
     Michael H. Solomon
     President

CONSENT OF HOLDER OF NEW NOTE:

Pursuant to Section 9.1 of the LLC Agreement, the undersigned, as the holder of 100% of the interest in the New Note, hereby consents to the foregoing Amendment.

ING CAPITAL LLC

By:   /s/ Geoffrey Arens
     ----------------------------------
     Name: Geoffrey Arens
     Title: M.D.

RESOLUTIONS ADOPTED BY THE
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF
CADIZ INC.

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, the Board of Directors of this Company (the "Board") has previously authorized the creation by this Company of a Management Equity Incentive Plan (the "Management Equity Incentive Plan" or the "Plan") for this purpose; and

WHEREAS, pursuant to such Board authorization, a total of 1,471,051 shares of this Company's common stock have been set aside and reserved for issuance under the Plan;

WHEREAS, a total of 717,373 shares (the "Initial Allocation Shares") have been allocated for issuance 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;

WHEREAS, the Board has further previously authorized that the 754,678 shares (the "Subsequent Allocation Shares") which have been reserved for issuance under the Plan but which are not included within the Initial Allocation Shares be issuable under the Plan pursuant to the direction of, and upon such vesting and other conditions as may be established by, this Compensation Committee;

WHEREAS, it is in the best interests of this Company and its shareholders that the Compensation Committee establish the vesting and other conditions upon which the Subsequent Allocation Shares shall be issuable;

NOW, THEREFORE, BE IT RESOLVED, that the Subsequent Allocation Shares be issued under the Plan pursuant to the direction of an allocation committee (the "Subsequent Allocation Committee") consisting of Keith Brackpool, Rick Stoddard and the Chairman of the Compensation Committee of this Board of Directors;

FURTHER RESOLVED, that one-half (i.e. 377,339) of the Subsequent Allocation Shares so issued under the Plan pursuant to the direction of the Subsequent Allocation Committee shall be in the form of shares of common stock, and that one-half (i.e. 377,339) of the Subsequent Allocation Shares so issued under the Plan pursuant to the direction of the Subsequent Allocation Committee shall be in the form of options to purchase common stock at the price of $12 per share (i.e. the effective price per share obtained by the Company in its private placement of Units completed November 30, 2004); and

FURTHER RESOLVED, that the Subsequent Allocation Shares, whether issued in the form of shares of common stock or common stock options, be subject to vesting conditions, with the vesting period deemed to commence on December 7, 2004 irrespective of the actual initial grant date for any Subsequent Allocation Shares, so that 1/3 of any award grant shall vest immediately, with the remaining 2/3 of any award subject to vesting in two equal installments upon December 7, 2005 (or the date of grant, if later) and December 7, 2006 (or the date of grant, if later), respectively, (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); and

FURTHER RESOLVED, that if the issuance of any Subsequent Allocation Shares in the form described in the foregoing resolutions shall be deemed, under the rules and regulations of any exchange upon which this Company's common stock is traded or under the rules and regulations of the Securities and Exchange Commission, to require the prior approval of the stockholders of the Company, then this Committee shall adjust the form of Subsequent Allocation Shares so as to provide a substantially equivalent means of compensation to the recipient in a manner which does not require such stockholder approval; and

FURTHER RESOLVED, that the Subsequent Allocation Committee shall have the right to award all or any part of the Subsequent Allocation Shares under the Plan to members of the Subsequent Allocation Committee (as well as other key personnel) without the need for further approval of this Compensation Committee or the Board; and

FURTHER RESOLVED, that the Subsequent Allocation Committee or the recipients of Subsequent Allocation 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 Subsequent Allocation Shares, the Subsequent 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 Subsequent Allocation Committee and/or counsel to the Company may deem necessary or desirable;

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.

CADIZ INC. 2004 MANAGEMENT BONUS PLAN

The Compensation Committee of Cadiz Inc. (the "Corporation") acted on December 7, 2004 to establish this executive officer compensation plan pursuant to which a total of 10,000 shares of the Corporation's common stock (valued at $12.00 per share) shall be issued to Mr. Keith Brackpool, Chairman and Chief Executive and Financial Officer of the Corporation, as a performance bonus. Such shares shall be issued immediately following the effectiveness of a Form S-8 registration statement under the Securities Act of 1933. In addition, Mr. Brackpool shall be awarded a cash bonus of $120,000 with immediate effect.

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of August 1, 2002, by and between Richard E. Stoddard ("Consultant") and Cadiz Inc., a Delaware corporation ("Cadiz").

WHEREAS, Consultant desires to provide to Cadiz, and Cadiz desires to obtain from Consultant, consulting services relating to the business operations of Cadiz;

NOW, THEREFORE, the parties agree as follows:

1. TERM. Cadiz hereby engages Consultant to provide consulting services to Cadiz, and Consultant accepts such engagement, for a term of two (2) years (the "Term") commencing as of the date of this Agreement (the "Commencement Date").

2. DUTIES. During the Term, Consultant shall serve as a Consultant to Cadiz. Consultant shall render advisory and consulting services to Cadiz of the type customarily performed by persons serving in similar limited consulting capacities, consistent with the knowledge and experience possessed by Consultant. The Consultant's services shall include assisting Cadiz with the implementation of the Cadiz water program and other Cadiz water related matters and, in particular, providing advice and assistance to Cadiz management, Cadiz counsel and outside counsel regarding water strategy, the handling and settlement of litigation, and MWD and third party contract negotiations, as well as providing such other advice and assistance as the Board of Directors or the Chief Executive Officer of Cadiz may reasonably request. Consultant shall be granted such title as the Board of Directors of Cadiz may designate, subject to acceptance of such title by Consultant. Consultant shall also, if invited, serve as a member of the Board of Directors of Cadiz as provided in Section 6 below, subject to acceptance of such position by Consultant. For purposes of performing consulting services for Cadiz, Cadiz shall make available to Consultant office space at the offices of Cadiz in Santa Monica, California, or at such other location or locations as Cadiz and Consultant may agree.

3. NECESSARY SERVICES.

a. PERFORMANCE OF DUTIES. Consultant shall perform his duties in a diligent and reasonable manner consistent with professional standards in the field.

b. HOURS OF SERVICE. The parties acknowledge and agree that Consultant's fulfillment of his obligations to Cadiz hereunder will require Consultant's services for approximately one-half of Consultant's available working hours per week.

c. NON-EXCLUSIVEDUTIES. Nothing in this Agreement shall preclude Consultant from acting as a consultant to or employee of any other business or entity, except that:

(i) Consultant may not engage in any activity which materially detracts from the performance of Consultant's duties hereunder; and

(ii) Consultant may not render any services to, or engage in any activity for, another entity in any capacity whatsoever (whether as an owner, employee, independent contractor or otherwise) which is in any way competitive with the business, as then being conducted, of Cadiz or any affiliate of Cadiz; provided, however, that Cadiz acknowledges that Consultant is providing and may continue to provide services on a priority basis to Kaiser Ventures LLC ("Kaiser") as Chairman and CEO of Kaiser. Cadiz acknowledges that it has been advised by Consultant of Consultant's obligations and duties to Kaiser and further acknowledges that at present and as currently contemplated Consultant's duties to Kaiser do not interfere with Consultant's obligations to Cadiz as contemplated by this Agreement. Notwithstanding the foregoing, Cadiz and Consultant agree in the event that in the judgment of either Cadiz or Consultant the provision of Consultant's duties to Kaiser interfere with Consultant's obligations to Cadiz under this Agreement, then Cadiz and Consultant shall negotiate in good faith adjustments to this Agreement as necessary to preserve, to the extent possible, the intent and purpose of this Agreement.

4. COMPENSATION. In consideration of the services to be provided by Consultant pursuant to this Agreement, Cadiz shall pay compensation to Consultant as follows:

a. BASE CASH COMPENSATION. Base cash compensation of $150,000 annually, payable in equal monthly installments. Cadiz may make payment of cash compensation to Consultant in advance as a retainer to be applied against 50% of next succeeding monthly installments of base compensation until fully utilized. In the event of a termination of this Agreement pursuant to subparagraphs (i) or (iii) of paragraph 9(a) below at a time when any portion of a retainer remains outstanding and unutilized, Consultant agrees to make repayment of any such unutilized amount to Cadiz within 20 calendar days of termination. In addition, should counsel to Cadiz determine that an outstanding advance payment of cash compensation to a director or executive officer of Cadiz would violate the provisions of the Sarbanes-Oxley Act of 2002, then Consultant agrees to make repayment of any unutilized amount of such retainer to Cadiz immediately prior to (and as a condition to) any future appointment of Consultant as a director or executive officer of Cadiz. The retainer payment shall be subject to such further confirming documentation as may be mutually agreed upon between Cadiz and Consultant. The parties agree that the retainer payment may be subject to repayment and/or termination upon the satisfaction by Cadiz of certain financial milestones to be agreed upon by Cadiz and Consultant from time to time. .

b. ADDITIONAL CASH COMPENSATION. In light of Consultant's status as an independent contractor to Cadiz, the parties acknowledge that no payroll or employment taxes of any kind shall be withheld or paid by Cadiz with respect to payments to Consultant during the Term, and that Cadiz shall make no additional benefits available to Consultant. Nevertheless, Cadiz shall pay to Consultant, with each payment of base cash compensation, additional cash compensation in an amount equal to 8% of the amount of such payment of base cash compensation. Such additional payment is intended to be paid in lieu of the aggregate amount of payroll and/or employment taxes and benefits (including, but not limited to, FICA, federal personal income tax withholding, state income tax withholding, state unemployment insurance tax, Medicare withholding, disability insurance and 401(k) or similar retirement contributions) that would be paid by Cadiz on behalf of an executive employee of Cadiz receiving equivalent base cash compensation as set forth in subsection (a) above.

c. EQUITY-BASED COMPENSATION. Consultant acknowledges and agrees that Cadiz contemplates the adoption, following the execution of this Agreement, of a new compensation plan or program for senior management (the "Compensation Plan"). Cadiz agrees that following adoption of the Compensation Plan Consultant shall be invited to participate in the Compensation Plan. Consultant's participation in the Compensation Plan shall be negotiated between Consultant and Cadiz in good faith at a level consistent with that of a member of senior management with comparable duties and responsibilities. Cadiz and Consultant acknowledge and agree that the receipt by Consultant of equity-based compensation under the Compensation Plan in form and amount satisfactory to Consultant is an integral part of the compensation to be received by Consultant for services to be performed under this Agreement. Accordingly, should Consultant not, within one hundred twenty (120) days of the effective date of this Agreement, be offered equity based compensation pursuant to the Compensation Plan which Consultant deems satisfactory in Consultant's sole and absolute discretion, then Consultant shall have the right to terminate this Agreement pursuant to Section 9(a)(v) below.

d. BONUS COMPENSATION. Following the conclusion of each fiscal year during the term of this Agreement, the Board shall make a good faith evaluation of the performance of Consultant during such year, on the basis of which Consultant shall receive a bonus in an amount to be determined at the discretion of the Board. Such evaluation shall be conducted, and the bonus amount determined, in a manner consistent with that which would be utilized by the Board in establishing a discretionary bonus for a member of senior management with comparable duties and responsibilities.

e. PAYMENT OF TAXES. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement and Consultant acknowledges the obligation to pay all self-employment tax and other taxes thereon and that he will not be eligible for any employee benefits. Consultant further agrees to indemnify Cadiz and hold it harmless to the extent of any obligation imposed on Cadiz: (i) to pay withholding taxes or similar items; or (ii) resulting from Consultant's being determined not to be an independent contractor. As may be appropriate, Cadiz shall report the payments made hereunder by (a) filing the appropriate 1099 forms and (b) making any other reports required by law.

5. REIMBURSEMENT OF EXPENSES. Cadiz will reimburse Consultant during both the Term for any appropriately documented, reasonable and necessary travel and other business expenses incurred by Consultant in the course of providing services pursuant to this Agreement, including for airline travel between Consultant's home in Colorado and Cadiz's offices as requested by Cadiz or as otherwise necessary or appropriate for the performance of Consultant's duties hereunder, and for meals, transportation and lodging related thereto. Notwithstanding the foregoing, for as long as Consultant continues to provide services for Kaiser, Cadiz shall be responsible for only one-half of the cost of airline transportation between Colorado and Southern California and for one-half of the cost of a rental car for ground transportation while Consultant is in Southern California. Consultant confirms and agrees that he will only seek reimbursement for the foregoing reasonable and necessary expenses consistent with the foregoing terms and consistent with Cadiz's expense reimbursement policies and procedures.

6. MEMBERSHIP ON THE BOARD OF DIRECTORS. In connection with Consultant's continuing service to Cadiz, the Board of Directors of Cadiz anticipates that it shall invite Consultant to serve as a member of the Board of Directors of Cadiz to serve until Cadiz's next Annual Meeting of Stockholders or until his successor is elected and qualified. In addition, Cadiz may invite Consultant from time to time to serve as a director of one or more subsidiaries of Cadiz. Nothing in this Agreement shall be construed to grant Consultant the right to continue to serve as a director of Cadiz or any of its subsidiaries. Should Consultant accept the position of director of Cadiz and/or its subsidiaries, Consultant shall not while this Agreement is in effect be entitled to separate compensation for his services as a director of Cadiz or its subsidiaries.

Upon termination of this Agreement, Consultant agrees to provide a letter of resignation from the Board of Directors of Cadiz and/or any subsidiaries thereof effective, in each case, upon such termination, unless Cadiz, acting through its Board of Directors, requests in writing that Consultant withdraw such resignation and Consultant agrees in writing to withdraw such resignation prior to the termination of this Agreement.

7. INDEPENDENT CONTRACTOR. Cadiz and Consultant agree that the relationship among the parties shall be that of independent contractor. Cadiz and Consultant acknowledge that during the term of this Agreement, Consultant will not be acting as an officer or employee of Cadiz (although Consultant shall serve, if invited, as a director of Cadiz as provided in Section 6 hereof). However, in his role as Consultant, Consultant is not, and will not, be responsible for any management decisions on behalf of Cadiz, and may not commit Cadiz to any action. Consultant understands and acknowledges that this Agreement shall not create or imply any agency relationship among the parties, and Consultant will not commit Cadiz in any manner except when a commitment has been specifically authorized in writing by Cadiz or to the extent Consultant is acting in his authorized capacity as director.

8. CONFIDENTIALITY AND TRADE SECRETS. For purposes of this Section 8, the term "Cadiz" shall collectively refer to Cadiz and any affiliate thereof.

a. CONFIDENTIAL INFORMATION. Consultant shall keep in strictest confidence all information relating to the business, affairs, customers and suppliers of Cadiz
(collectively hereinafter referred to as "Trade Secrets") which Consultant may acquire during the performance of services and duties hereunder and which is not otherwise generally known to the public. During the term of this Agreement, and at all times thereafter, Consultant shall not publish, communicate, divulge, disclose or use, whether or not for its own benefit, any such information without the prior written consent of Cadiz.

b. ONGOING OBLIGATION. The provisions in this
Section 8 shall be binding during the term of this Agreement and at all times thereafter, regardless of the circumstances or reasons for termination of this Agreement. In the event the provisions in this Section 8 are more restrictive than permitted by the laws of the jurisdiction in which enforcement of this provision is sought, such provisions shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

9. TERMINATION.

a. TERMINATION EVENTS. Notwithstanding the provisions of Section l above, this Agreement shall terminate:

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

ii. At the election of Cadiz, at such time, if any, as Cadiz ceases to conduct business for any reason whatsoever.

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

iv. At the election of Consultant, upon a breach by Cadiz of this Agreement.

v. At the election of Consultant, in the event that Consultant shall not, within one hundred twenty
(120) days of the effective date of this Agreement, have been offered equity based compensation pursuant to the Compensation Plan which Consultant deems satisfactory in Consultant's sole and absolute discretion, as further described in Section 4(c) above.

b. PAYMENTS FOLLOWING TERMINATION. Following termination of this Agreement for any reason other than pursuant to Section 9(a)(iv) above, Cadiz shall have no obligation to make payments to, or bestow benefits upon, Consultant after the date of termination (otherwise than as required by law), except for theretofore accrued and unpaid compensation under Section 4; provided, however, that the termination of this Agreement shall not affect the right of Consultant to exercise any rights to purchase or otherwise acquire securities of the Cadiz which may have vested in full prior to the date of termination.

c. RETURN OF COMPANY'S PROPERTY. If this Agreement is terminated for any reason, Cadiz may, at its option, require Consultant to vacate his offices prior to the effective date of a termination and to cease all activities on Cadiz's behalf. Consultant agrees that on the termination of this Agreement in any manner, he will immediately deliver to Cadiz all notebooks, brochures, documents, memoranda, reports, files, books, correspondence, customer 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 the Cadiz. Consultant hereby expressly acknowledges that all such materials referenced above are the property of Cadiz.

d. PUBLIC IDENTIFICATION. If this Agreement is terminated for any reason, Consultant shall immediately and forever thereafter cease to hold himself out to any person, firm, partnership, corporation or other entity as an independent contractor or representative of Cadiz or of any entity owned by, or affiliated with, Cadiz.

10. CONFLICTING OBLIGATIONS. Consultant certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from fully complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement.

11. INJUNCTIVE RELIEF. Consultant acknowledges that a breach by Consultant of the provisions of Sections 3(c) and 8 of this Agreement will cause Cadiz irreparable injury. It is, therefore, expressly acknowledged that the provisions of Sections 3(c) and 8 may be enforced by injunction and other equitable remedies, without bond. Such relief shall not be exclusive, but shall be in addition to any other rights or remedies Cadiz may have for such breach.

12. LITIGATION AND ATTORNEYS FEES. In the event of any litigation between the parties hereto in connection with this Agreement or to enforce any provision or right hereunder, the unsuccessful party to such litigation shall pay to the successful party therein all costs and expenses, including but not limited to reasonable attorneys' fees incurred therein by such successful party, which costs, expenses and attorneys' fees shall be included as a part of any judgment rendered in such action in addition to any other relief to which the successful party may be entitled.

13. ADDITIONAL ACKNOWLEDGMENTS.

a. Consultant understands that the terms of this Agreement may be required to be disclosed in, or filed as an exhibit to, Cadiz' annual proxy statement or other reports filed publicly with the U.S. Securities and Exchange Commission.

b. Consultant acknowledges and agrees that Consultant has fully read and understands this Agreement, has been advised to and has been given the opportunity to consult with his attorney concerning this Agreement, has had any questions regarding its effect or the meaning of its terms answered to Consultant's satisfaction and, intending to be legally bound hereby, has freely and voluntarily executed this Agreement.

c. Cadiz and Consultant acknowledge and agree that Consultant is serving as a consultant to Cadiz at the request of Cadiz and as such Consultant is to be deemed an "Agent" of Cadiz for purposes of the indemnity provisions set forth in Article VI of the Bylaws of Cadiz. Accordingly, Consultant shall be entitled to indemnification from Cadiz to the full extent to which an Agent is entitled to indemnification pursuant to the provisions of Article VI of the Bylaws of Cadiz.

d. Cadiz and Consultant acknowledge and agree that upon the receipt by Consultant of equity-based compensation under the Compensation Plan in form and amount satisfactory to Consultant pursuant to Section 4(c) above or otherwise prior to the expiration of the term of this Agreement, it may be beneficial to the parties to engage Consultant as an employee of Cadiz, rather than as a Consultant to Cadiz. Each party agrees to enter into good faith discussions concerning such a change in status at the request of the other and, if such a change is agreed upon, to enter into a new agreement (or modification of this Agreement) setting forth the terms and conditions of such employment; provided, however that neither party shall have an obligation to agree to a change in status if such a change would result in a diminution in the benefits of such party or an increase in the obligations of such party as otherwise provided for in this Agreement.

14. GENERAL PROVISIONS.

a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. However, neither party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.

b. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written agreements and negotiations between the parties.

c. The headings of the several paragraphs in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

d. This Agreement may not be modified except by a written instrument signed by all parties hereto.

e. All clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, such clauses or covenants shall be limited as permitted under applicable law, or, if the same are not susceptible to such limitation, this Agreement shall be interpreted as if such invalid clauses or covenants were not contained herein.

f. This Agreement is made with reference to the laws of the State of California and shall be governed by and construed in accordance therewith. Any litigation concerning or to enforce the provisions of this Agreement shall be brought in the courts of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Cadiz:

Cadiz Inc.

By:  /s/ Keith Brackpool
     -----------------------------
     Keith Brackpool
     Chief Executive Office


By:  /s/ Murray H. Hutchison
     -----------------------------
     Murray H. Hutchison
     Chair, Compensation Committee

Consultant

/s/ Richard E. Stoddard
-----------------------------------
Richard E. Stoddard

EXTENSION
OF
CONSULTING AGREEMENT

This Extension of Consulting Agreement ("Extension") is entered into as of the 1st day of January, 2004, by and between Richard E. Stoddard ("Consultant") and Cadiz Inc., a Delaware corporation ("Cadiz").

Whereas, Consultant and Cadiz entered into a Consulting Agreement dated August, 2002:

Whereas, Consultant and Cadiz have continued such agreement by Extension dated June 1, 2003 and desire to continue said consulting agreement again:

Now therefore, the parties agree as follows:

1. Term, Duties and Necessary Services. These provisions shall remain unchanged from the original agreement provided, however, in addtion, Consultant agrees to serve as an officer or member of the Board of Managers of any Cadiz subsidiaries as determined from time to time by Cadiz.

2. Compensation. On the effective date of this agreement, Consultant shall be paid a monthly amount equal to $20833 payable on the 20th day of each month, beginning January 20, 2004, and will continue on a month to month basis until terminated by either party. The parties acknowledge that Consultant shall not be paid benefits or participate in any Cadiz benefit plans.

3. Current Equity Grant. The Parties acknowledge that Consultant was included in the most recent equity grant set forth in Board resolutions attached.

4. Future Equity Participation. The Parties acknowledge that Consultant is eligible to participate as a member of the key management team in any further equity grants considered by the compensation committee of the Board of Cadiz.

5. Original Contract. All other provisions of the original Consulting Agreement, where not inconsistent with this Extension, shall remain in full force and effect.

In Witness Whereof, the parties hereto have executed this Agreement as of the date first above written. Cadiz Inc.

 /s/ Keith Brackpool
---------------------------------
Keith Brackpool, Chairman and CEO

Consultant

 /s/ Richard Stoddard
---------------------------------
Richard E. Stoddard