EXHIBIT 4.15
                                                            _____________

      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 7,500 Shares of Common Stock.



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

      This is to Certify that, FOR VALUE RECEIVED, OZF Credit
 Opportunites 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"), Seven Thousand Five
 Hundred (7,500) 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 from December 31, 2001
 (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 as an exhibit
 attached 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".

      Notwithstanding anything to the contrary set forth herein, this
 Warrant shall not be exercisable by the Holder unless the Loan (as
 defined in that certain Credit Agreement by and between Sun World
 International, Inc. ("SWI"), the Company and OZF dated as of even date
 herewith) shall not have been repaid in full on or before the Initial
 Exercise Date.  Should such Loan be repaid by SWI in full at any time on
 or prior to the Initial Exercise Date, 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 hereny
     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 current 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 current 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_________________________