EXHIBIT 4.10
                                                             ____________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.



       Void after 5:00 p.m. New York Time, on the Expiration Date.
            Warrant to Purchase 5,000 Shares of Common Stock.


                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                          (Initial Warrant - B)

      This is to Certify that, FOR VALUE RECEIVED, OZF Credit
 Opportunities Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
 entitled to purchase, subject to the provisions of this Warrant, from
 Cadiz Inc., a Delaware corporation ("Company"), Five Thousand (5,000)
 shares of Common Stock, $0.01 par value, of the Company ("Common Stock")
 at a price of Seven Dollars and Seventy-Five Cents ($7.75) per share at
 any time during the period commencing on the date set forth on the
 signature page hereof (the "Initial Exercise Date") to the third
 anniversary of the Initial Exercise Date (the "Expiration Date"), but
 not later than 5:00 p.m., New York Time, on the Expiration Date.  The
 shares of Common Stock (or other stock or securities) deliverable upon
 such exercise are hereinafter sometimes referred to as "Warrant Shares"
 and the exercise price of each share of Common Stock (as such price may
 be adjusted from time to time as provided herein or in the Registration
 Rights Addendum attached to the Subscription Agreement dated as of even
 date herewith between OZF and the Company) is hereinafter sometimes
 referred to as the "Exercise Price".

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company shall hereafter issue rights or
     warrants to all holders of its Common Stock entitling them to
     subscribe for or purchase shares of Common Stock (or securities
     convertible into Common Stock) at a price (or having a conversion
     price per share) less than the Exercise Price on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise Price in effect immediately prior to the record date
     mentioned below by a fraction, the numerator of which shall be the
     sum of the number of shares of Common Stock outstanding on the
     record date mentioned below and the number of additional shares of
     Common Stock which the aggregate offering price of the total number
     of shares of Common Stock so offered (or the aggregate conversion
     price of the convertible securities so offered) would purchase at
     such Exercise Price, and the denominator of which shall be the sum
     of the number of shares of Common Stock outstanding on such record
     date and the number of additional shares of Common Stock offered for
     subscription or purchase (or into which the convertible securities
     so offered are convertible).  Such adjustment shall be made
     successively whenever such rights or warrants are issued and shall
     become effective immediately after the record date for the
     determination of shareholders entitled to receive such rights or
     warrants; and to the extent that shares of Common Stock are not
     delivered (or securities convertible into Common Stock are not
     delivered) after the expiration of such rights or warrants the
     Exercise Price shall be readjusted to the Exercise Price which would
     then be in effect had the adjustments made upon the issuance of such
     rights or warrants been made upon the basis of delivery of only the
     number of shares of Common Stock (or securities convertible into
     Common Stock) actually delivered.

          (3)  In case the Company shall hereafter declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     to all holders of its Common Stock (excluding those referred to in
     Subsections (1) or (2) above), then in each such case the Exercise
     Price in effect thereafter shall be determined by multiplying the
     Exercise Price in effect immediately prior thereto by a fraction,
     the numerator of which shall be the total number of shares of Common
     Stock outstanding multiplied by the current market price per share
     of Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the
     holders of a majority of the Series D Preferred Stock) of said
     extraordinary dividend, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     (excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise or conversion of options or
     other equity securities granted to the Company's employees under a
     plan or plans adopted by the Company's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the extent
     that the aggregate number of shares excluded hereby and issued after
     the date hereof shall not exceed in the aggregate 13% of the
     Company's Common Stock outstanding as of the date hereof), (iii)
     upon exercise of convertible securities outstanding at the date
     hereof, this Warrant, or any convertible securities issued
     subsequent to the date hereof which are convertible into Common
     Stock at an exercise price equal or greater to the Exercise Price as
     of the date upon which the conversion or exercise price for such
     securities is fixed (notwithstanding any subsequent adjustment of
     such exercise price as may be provided under the terms of such
     convertible security), (iv) upon the exercise of any convertible
     security as to which the Exercise Price has already been adjusted
     pursuant to Subsection (5) below, and (v) to shareholders of any
     corporation which merges into the Company in proportion to their
     stock holdings of such corporation immediately prior to such merger,
     upon such merger, but only if no adjustment is required pursuant to
     any other specific subsection of this Section (f) (without regard to
     Subsection (9) below) with respect to the transaction giving rise to
     such rights) for a consideration per share less than the Exercise
     Price, then on the date the Company fixes the offering price of such
     additional shares, the Exercise Price shall be adjusted immediately
     thereafter so that it shall equal the price determined by
     multiplying the Exercise Price in effect immediately prior thereto
     by a fraction, the numerator of which shall be the sum of the number
     of shares of Common Stock outstanding immediately prior to the
     issuance of such additional shares and the number of shares of
     Common Stock which the aggregate consideration received (determined
     as provided in Subsection (7) below) for the issuance of such
     additional shares would purchase at such Exercise Price, and the
     denominator of which shall be the number of shares of Common Stock
     outstanding immediately after the issuance of such additional
     shares.

          Such adjustment shall be made successively whenever such an
     issuance is made.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock (excluding securities
     issued in transactions described in Subsections (2) and (3) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as
     provided in Subsection (7) below) less than the Exercise Price in
     effect as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior thereto by a fraction, the numerator of which shall be the sum
     of the number of shares of Common Stock outstanding immediately
     prior to the issuance of such securities and the number of shares of
     Common Stock which the aggregate consideration received determined
     as provided in Subsection (7) below for such securities would
     purchase at such Exercise Price, and the denominator of which shall
     be the sum of the number of shares of Common Stock outstanding
     immediately prior to such issuance and the maximum number of shares
     of Common Stock of the Company deliverable upon conversion of or in
     exchange for such securities at the initial conversion or exchange
     price or rate.

          Such adjustment shall be made successively whenever such an
     issuance is made.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) above, the following
     shall apply:

                    (A)  in the case of the issuance of shares of Common
          Stock for cash, the consideration shall be the amount of such
          cash, provided that in no case shall any deduction be made for
          any commissions, discounts or other expenses incurred by the
          Company for any underwriting of the issue or otherwise in
          connection therewith:

                    (B)  in the case of the issuance of shares of Common
          Stock for a consideration in whole or in part other than cash,
          the consideration other than cash shall be deemed to be the
          fair market value thereof as determined in good faith by the
          Board of Directors of the Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; and

                    (C)  in the case of the issuance of securities
          convertible into or exchangeable for shares of Common Stock,
          the aggregate consideration received therefor shall be deemed
          to be the consideration received by the Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company upon the
          conversion or exchange thereof [the consideration in each case
          to be determined in the same manner as provided in clauses (A)
          and (B) of this Subsection (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least one cent ($0.01) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) are not required
     to be made shall be carried forward and taken into account in any
     subsequent adjustment required to be made hereunder.  All
     calculations under this Section (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), as it, in its sole discretion, shall determine to be
     advisable in order that any dividend or distribution in shares of
     Common Stock, subdivision, reclassification or combination of Common
     Stock, issuance of warrants to purchase Common Stock or distribution
     or evidences of indebtedness or other assets (excluding cash
     dividends) referred to hereinabove in this Section (f) hereafter
     made by the Company to the holders of its Common Stock shall not
     result in any tax to such holders of its Common Stock or securities
     convertible into Common Stock.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant shall be
     subject to adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the provisions with respect to
     the Common Stock contained in Subsections (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company shall offer to
 the holders of Common Stock for subscription or purchase by them any
 share of or class of its capital stock or any other rights or (iii) if
 any capital reorganization of the Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, at least
 fifteen days prior the record date specified in (x) or (y) below, as the
 case may be, a notice containing a brief description of the proposed
 action and stating the date on which (x) a record is to be taken for the
 purpose of such dividend, distribution or offer of rights, or (y) such
 reclassification, reorganization, consolidation, merger, conveyance,
 lease, transfer, sale dissolution, liquidation or winding up is to take
 place and the date, if any is to be fixed, as of which the holders of
 Common Stock or other securities shall be entitled to receive cash or
 other property deliverable upon such reclassification, reorganization,
 consolidation, merger, conveyance, lease, transfer, sale, dissolution,
 liquidation or winding up.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company is the continuing
 corporation and which does not result in any reclassification, capital
 reorganization or other change of outstanding shares of Common Stock of
 the class issuable upon exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and other
 securities and property receivable upon such reclassification, capital
 reorganization and other change, consolidation, merger, sale, lease or
 conveyance by a holder of the number of shares of Common Stock which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company shall not
 effect any such reorganization, consolidation, merger, sale or
 conveyance (i) unless prior to or simultaneously with the consummation
 thereof the survivor or successor corporation (if other than the
 Company) resulting from such reorganization, consolidation or merger or
 the corporation purchasing such assets shall assume by written
 instrument executed and sent to each holder of this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder may
 be entitled to receive, and containing the express assumption by such
 successor corporation of the due and punctual performance and observance
 of every provision herein to be performed and observed by the Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, as opposed to another party to the
 reorganization, consolidation, merger, sale or conveyance, shall be
 required under any circumstances to make a cash payment at any time to
 the holders of this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The Holder of
 this Warrant or of the Warrant Shares shall have such registration
 rights with respect to this Warrant and the Warrant Shares as are set
 forth in that certain Registration Rights Addendum to Subscription
 Agreement dated concurrently herewith by and between the Company and the
 Holder (the "Registration Rights Addendum").

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment pursuant to the
 liquidated damages provisions of the Registration Rights Addendum.

                                  CADIZ INC.


                               By:  /s/  Stanley E. Speer
                                    ----------------------
                                         Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 29, 2000
                              PURCHASE FORM

                                    Dated:_______________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _____ shares of Common Stock and
 hereby makes payment of ____in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK


 Name______________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________

 Signature___________________

                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________hereby sells, assigns and
 transfers unto


 Name________________________________________________________
              (Please typewrite or print in block letters)

 Address__________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ______shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint __________Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.


 Date _________________________



 Signature_________________________