EXHIBIT 4.13
                                                              ____________


      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 15,000 Shares of Common Stock.



                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                           (First 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"), Fifteen Thousand (15,000)
 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 as an exhibit to the Credit Agreement dated as
 of even date herewith between OZF, the Company and Sun World
 International, Inc.) 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 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 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_________________________