EXHIBIT 4.11
                                                            _____________

      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.
                        (Subsequent 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 Mandatory Conversion Date,
 as defined in the Company's Certificate of Designations of Series D
 Preferred Stock (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".

      Notwithstanding anything to the contrary set forth herein, this
 Warrant shall not be exercisable by the Holder unless the Mandatory
 Conversion Date occurs on or prior to the first anniversary of the date
 set forth on the signature page hereof.  Should the Mandatory Conversion
 Date not have occurred on or prior to the first anniversary of the date
 set forth on the signature page hereof, then this Warrant shall
 immediately and without the requirement of notice be canceled and shall
 be of no further force and effect.

      (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_________________________