EXHIBIT 4.10
                                                 ------------

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



   Void after 5:00 p.m. New York Time, on the Expiration Date.
       Warrant to Purchase 125,000 Shares of Common Stock.



                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
                  (Eighth Warrant Certificate)

     This is to Certify that, FOR VALUE RECEIVED, Middenbank
Curacao, N.V. ("Middenbank"), or assigns ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from
Cadiz Inc., a Delaware corporation ("Company"), 125,000 shares of
Common Stock, $0.01 par value, of the Company ("Common Stock") at
a price of Eight Dollars and Eighty Cents ($8.80) per share at
any time during the period from February 1, 2002 (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) is hereinafter
sometimes referred to as the "Exercise Price".

     This Warrant is issued in connection with the Fifth Global
Amendment Agreement dated as of the date hereof (the "Fifth
Global Amendment Agreement") by and between the Company, for
itself and as successor in interest to Cadiz Valley Development
Corporation, and ING Baring (U.S.) Capital LLC ("ING") and the
Fourth Amendment to Credit Agreement dated as of the date hereof
between the Company and ING (the "Fourth Amendment to Credit
Agreement.")

     (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,
issuance 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, no later than ten days after notice of exercise is given
to the Company by the Holder with respect to all or any part of
this Warrant, 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 current
     market price of the Common Stock (as defined in Subsection
     (8) below) 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 current market price per
     share of the Common Stock, 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 distribute to
     all holders of its Common Stock evidences of its
     indebtedness or assets (excluding regular cash dividends or
     distributions and dividends or distributions referred to in
     Subsection (1) above) or subscription rights or warrants
     (excluding those referred to in Subsection (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 Holder) of said assets or
     evidences of indebtedness so distributed or of such rights
     or warrants, 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 of options 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 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 5%
     of the Company's Common Stock outstanding at the time of any
     issuance), (iii) upon exercise of options and warrants
     outstanding at the date hereof, and this Warrant, (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, or issued in a bona fide
     public offering pursuant to a firm commitment underwriting,
     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 market price per share defined in Subsection (8)
     below, 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 current market
     price per share of Common Stock, 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; provided, however, that no such
     adjustment shall be made unless, in such issuance, the
     Company issues shares of Common Stock in an amount which,
     when combined with all other issuances of Common Stock after
     the date hereof and all other issuances of securities
     convertible into or exchangeable for its Common Stock after
     the date hereof, which securities are excluded from
     Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed
     20% of the Company's Common Stock outstanding immediately
     prior to the time of such issuance.

         (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 current market price per
     share (as defined in Subsection (8) below) in effect
     immediately prior to the issuance of such securities, 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 market
     price per share of Common Stock, 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; provided, however, that no such
     adjustment shall be made unless, in such issuance, the
     Company issues securities convertible into or exchangeable
     for a number of shares of its Common Stock in an amount
     which, when combined with all other issuances of Common
     Stock after the date hereof and all other issuances of
     securities convertible into or exchangeable for its Common
     Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or
     the proviso in the last section of Subsection (4), would
     exceed 20% of the Company's Common Stock outstanding
     immediately prior to the time of such issuance.

         (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 five cents ($0.05) 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.

         (1)  The Company shall advise the Holder of this Warrant
     or of the Warrant Shares or any then holder of Warrants or
     Warrant Shares (such persons being collectively referred to
     herein as "holders") by written notice at least four weeks
     prior to the filing of any new registration statement under
     the Securities Act of 1933, as amended, or the Rules and
     Regulations promulgated thereunder (such Act and Rules and
     Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period
     ending on the second anniversary of the Initial Exercise
     Date and commencing as of the date hereof, upon the request
     of any such holder, register for resale by such holder in
     such registration statement this Warrant and the Warrants
     Shares held by such holder and include in any such
     registration statement such information as may be required
     to permit a public offering of the Warrants and the Warrant
     Shares.  Notwithstanding the foregoing, the Company shall
     not be obligated to include this Warrant or the Warrant
     Shares in any such registration statement unless this
     Warrant and the Warrant Shares are eligible to be resold
     utilizing such registration statement pursuant to the Act.
     The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and
     to qualify the Warrants and/or the Warrant Shares for sale
     in such states as any such holder designates and furnish
     indemnification in the manner as set forth in Subsection
     (2)(B) of this Section (j).  Such holders shall furnish
     information and indemnification as set forth in Subsection
     (2)(B) of this Section (j).

         (2)  The following provision of this Section (j) shall
     also be applicable:

                    (A)  The Company shall bear the entire cost
          and expense of any registration of securities initiated
          by it under Subsection (1) of this Section (j)
          notwithstanding that Warrants and/or Warrant Shares
          subject to this Warrant may be included in any such
          registration.  Any holder whose Warrants and/or Warrant
          Shares are included in any such registration statement
          pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration
          fees, transfer taxes or underwriting discounts or
          commissions applicable to the Warrant Shares sold by
          such holder pursuant thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within
          the meaning of the Act, who may purchase from or sell
          for any such holder any Warrants and/or Warrant Shares
          (in the case of indemnification of such underwriter)
          from and against any and all losses, claims, damages
          and liabilities ("Losses") arising out of or based upon
          any untrue statement or alleged untrue statement of a
          material fact contained in any registration statement
          or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed
          or furnished by reason of this Section (j) or arising
          out of or based upon any omission or alleged omission
          to state therein a material fact required to be stated
          therein or necessary to make the statements therein not
          misleading, except insofar as such Losses arise out of
          or are based upon any such untrue statement or alleged
          untrue statement or omission or alleged omission based
          upon information furnished or required to be furnished
          in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in
          the case of indemnification of such underwriter,
          expressly for use therein, which indemnification shall
          include each person, if any, who controls any such
          holder or underwriter within the meaning of such Act;
          provided, however, that the Company shall not be
          obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter
          shall at the same time indemnify, severally and not
          jointly, the Company, its directors, each officer
          signing the related registration statement and each
          person, if any, who controls the Company within the
          meaning of such Act, from and against any and all
          Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material
          fact contained in any registration statement or any
          prospectus required to be filed or furnished by reason
          of this Section (j) or arising out of or based upon any
          omission to state therein a material fact required to
          be stated therein or necessary to make the statements
          therein not misleading, insofar as such Losses arise
          out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity
          with information furnished in writing to the Company by
          any such holder or underwriter expressly for use
          therein.

                         (ii)  If the indemnity obligation
          provided for above is unavailable or insufficient to
          hold harmless an indemnified party in respect of any
          Losses, then the indemnifying party shall contribute to
          the amount paid or payable by the indemnified party as
          a result of such Losses in such proportion as is
          appropriate to reflect the relative fault of the
          indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements
          or omissions which resulted in such Losses, as well as
          any other relevant equitable considerations.  The
          relative fault shall be determined by reference to,
          among other things, whether the untrue or alleged
          untrue statement of a material fact or the omission or
          alleged omission to state a material fact relates to
          information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent,
          knowledge, access to information and opportunity to
          correct or prevent such untrue statement or omission.
          The parties agree that it would not be just and
          equitable if contributions pursuant to this paragraph
          were to be determined by pro rata allocation or by any
          other method of allocation which does not take account
          of the equitable considerations referred to in the
          previous sentence.

                    (C)  Notwithstanding anything herein to the
          contrary, the Holder hereof shall have no rights to
          have the Warrants or Warrant Shares registered if in
          the opinion of either counsel for the Company,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Holder hereof in the reasonable judgment of such
          Holder), or counsel for the Holder hereof,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Company in the Company's reasonable judgment), the
          Holder hereof may lawfully sell publicly at the time
          (or during any ninety (90) day period thereafter) and
          in the manner the Holder hereof proposes to sell the
          Warrants or the Warrant Shares, all of the securities
          proposed to be sold pursuant to Rule 144 under the Act.

                    (D)  The Company will (a) file reports in
          compliance with the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), (b) comply with all rules
          and regulations of the Securities and Exchange
          Commission (the "Commission") applicable in connection
          with the use of Rule 144 under the Act and take such
          other actions and furnish the Holder with such other
          information as such Holder may request in order to
          avail itself of such rule or any other rule or
          regulation of the Commission allowing such Holder to
          sell any Warrants or Warrant Shares without
          registration, and (c) at its expense, upon the request
          of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer,
          stating (i) the Company's name, address and telephone
          number (including area code), (ii) the Company's
          Internal Revenue Service identification number, (iii)
          the Company's Commission file number, (iv) the number
          of shares of each class of stock outstanding as shown
          by the most recent report or statement published by the
          Company, and (v) whether the Company has filed the
          reports required to be filed under the Exchange Act for
          a period of at least ninety (90) days prior to the date
          of such certificate and in addition has filed the most
          recent annual report required to be filed thereunder.
          If at any time the Company is not required to file
          reports in compliance with either Section 13 or Section
          15(d) of the Exchange Act, the Company at its expense
          will, upon the written request of the Holder, make
          available adequate current public information with
          respect to the Company within the meaning of paragraph
          (c)(2) of Rule 144 under the Act.

    (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT
OF 1933.  The Holder of this Warrant and any transferee hereof,
by their acceptance hereof, hereby agree that:  (a) the Warrants
being acquired hereunder are being purchased for investment
purposes only and not with a view to distribution and will not be
transferred unless registered or unless there is an exemption
available from the registration requirements of the Act, which
exemption has been established to the reasonable satisfaction of
the Company; (b) no public distribution of the Warrants or
Warrant Shares will be made in violation of the provisions of the
Act or any applicable state laws; and (c) during such period as
delivery of a prospectus with respect to the Warrants or Warrant
Shares may be required by the Act, no public distribution of the
Warrants or Warrant Shares will be made in a manner or on terms
different from those set forth in, or without delivery of, a
prospectus then meeting the requirements of Section 10 of the Act
and in compliance with all applicable state laws.  The Holder of
this Warrant and any such transferee hereof further agree that if
any public distribution of any of the Warrants or Warrant shares
is proposed to be made by them otherwise than by delivery of a
prospectus meeting the requirements of Section 10 of the Act,
which action shall be taken only after submission to the Company
of an opinion of counsel, reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the
proposed distribution will not be in violation of the Act or of
applicable state law.  Furthermore, it shall be a condition to
the transfer of the Warrants or Warrant Shares that the
transferee thereof deliver to the Company such Holder's written
agreement to accept and be bound by all of the terms and
conditions of this Warrant.

    (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
upon the happening of certain events as follows:

         (1)  If, by June 30, 2002, BLM has issued the Record(s)
of Decision, Metropolitan has certified the Final EIR and San
Bernardino County has posted the Notice of Determination (the
Record(s) of Decision and the Notice of Determination being
hereafter referred to collectively as the "Approvals"), and the
Company has not paid to ING, by the dates specified in
subsections (1)(A) and 1(B) below, all accrued and unpaid
interest and all then unpaid principal on the Company's Term Loan
Obligations and Revolving Loan Obligations (as both terms are
defined in both the Fifth Global Amendment Agreement and the
Fourth Amendment to Credit Agreement (collectively, the
"Amendment Agreements")), then the exercise price of this Warrant
shall be reduced as follows:

         (A)  If the Company has not, on or prior to July 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on August 1, 2002 but for the
application of this subsection (l)(A) shall be reduced by Twenty-
Five Cents ($0.25).  Such reduction in the Exercise Price shall
be effective as of August 1, 2002.

         (B)  If the Company has not, on or prior to October 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on November 1, 2002 but for the
application of this subsection (l)(B) shall be reduced by Twenty-
Five Cents ($0.25).  Such reduction in the Exercise Price shall
be effective as of November 1, 2002.

         (2)  If the Company has not received the Approvals by
June 30, 2002,  and the Company has not paid to ING, by the dates
specified in subsections (2)(A) and 2(B) below, all accrued and
unpaid interest and all then unpaid principal on the Company's
Term Loan Obligations and Revolving Loan Obligations, then the
exercise price of this Warrant shall be reduced as follows:

         (A)  If the Company has not, on or prior to July 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on August 1, 2002 but for the
application of this subsection (2)(A) shall be reduced by Seventy-
Five Cents ($0.75).  Such reduction in the Exercise Price shall
be effective as of August 1, 2002.

         (B)  If the Company has not, on or prior to October 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on November 1, 2002 but for the
application of this subsection (2)(B) shall be reduced by Seventy-
Five Cents ($0.75).  Such reduction in the Exercise Price shall
be effective as of November 1, 2002.

         (3)  In the event that, prior to any reduction in the
Exercise Price as provided in subsections (1)(A), (1)(B), (2)(A)
or (2)(B) above, there shall have been an adjustment in the
Exercise Price pursuant to Section (f) above, then the amount of
the adjustment provided for in this Section (l) (i.e., $0.25 or
$0.75) shall concurrently and automatically be adjusted upwards
or downwards in proportion to any adjustment to the Exercise
Price effectuated pursuant to Section (f).  For example, if prior
to an adjustment provided for in this Section (l), the Company
declares a 5 for 1 stock dividend or stock split then in addition
to the adjustment to the Exercise Price provided for under
Section (f) the amount of the adjustment provided for under this
Section (l) shall be reduced from $0.25 to $0.05 or from $0.75 to
$0.15, as applicable.

         (4)  Notwithstanding any provision of this Warrant to
the contrary, if the Company has not, on or prior to January 30,
2003, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price shall be
reduced to One Cent ($0.01).  Such reduction in the Exercise
Price shall be effective as of January 31, 2003.

         (5)  Nothing in this Section (l) shall require any
adjustment in the number and kind of Warrant Shares,
notwithstanding any adjustment of the Exercise Price pursuant to
the application of this Section (l).

         (6)  For purposes of this Section (l), the following
terms shall have the meanings as set forth below:

              (A)  "BLM" means the Bureau of Land Management of
the United States Department of the Interior.

              (B)  "Final EIR" means the Final Environmental
Impact Report/Environmental Impact Statement, Cadiz Groundwater
Storage and Dry-Year Supply Program, San Bernardino County,
California (SCH No. 99021039).

              (C)  "Metropolitan" means The Metropolitan Water
District of Southern California.

              (D)  "Notice of Determination" means the notice of
determination posted by San Bernardino County, California after
the Board of Directors of Metropolitan certifies the Final EIR.

              (E)  "Record(s) of Decision" means the public
document(s) to be issued by BLM to grant a right-of-way for the
pipeline contemplated by the Cadiz Groundwater Storage and Dry-
Year Supply Program and to amend the California Desert
Conservation Area Plan to allow an exception to the California
Desert Conservation Area Plan's utility corridor element.

                              CADIZ INC.


                              By:_______________________________
                              Its:______________________________


Dated:  January 31, 2002


                          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 _____________________________________________