ING CAPITAL, LLC

           SECOND AMENDED AND RESTATED TRANCHE B NOTE


$10,000,000.00                          Dated as of November 30,2004
                                        New York, New York


     FOR VALUE RECEIVED, each of (a) CADIZ INC. (f/k/a Cadiz Land
Company, Inc.) ("CADIZ"), a Delaware corporation and (b) CADIZ
REAL ESTATE LLC ("CRE", and along with Cadiz, collectively, the
"BORROWERS", and each individually, a "BORROWER"), a Delaware
limited liability company, promise to pay, jointly and severally,
to the order of ING CAPITAL, LLC (the "TRANCHE B LENDER") (f/k/a
ING Baring (U.S.) Capital LLC, a Delaware limited liability
company), as agent for Middenbank Curacao N.V., at the place and
in the currency and manner designated in the Credit Agreement
referred to below, in immediately available funds, the principal
sum of TEN MILLION Dollars ($10,000,000.00), in lawful money of
the United States of America, and to pay interest on the unpaid
principal amount of such Tranche B Loans at the place and in the
currency and manner designated in the Credit Agreement, for the
period commencing on November 30, 2004 until such Tranche B Loan
shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

     The date, amount, prepayment, interest rate and maturity
date of each Tranche B Loan made by the Tranche B Lender to the
Borrowers, and each payment made on account of the principal
thereof, shall be recorded by the Tranche B Lender on its books
and, prior to any transfer of this Tranche B Note, endorsed by
the Tranche B Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Tranche B
Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower to make a payment when due
of any amount owing under the Credit Agreement or hereunder in
respect of the Tranche B Loans made by the Tranche B Lender.

     This Tranche B Note is one of the Tranche B Notes referred
to in (a) the First Amendment to 2003 Restated Credit Agreement
and Consent to Offering (the "Seventh Amendment"), dated as of
November 30, 2004 among Borrowers, the Lenders party thereto, and
ING Capital, LLC, as Administrative Agent, and (b) the Sixth
Amended and Restated Credit Agreement dated as of December 15,
2003 (as modified, supplemented or otherwise modified and in
effect from time to time, the "CREDIT AGREEMENT"), among
Borrowers, the Lenders party thereto, and ING Capital, LLC, as
Administrative Agent, and evidences Tranche B Loans made by the
Tranche B Lender thereunder.  Terms used but not defined in this
Tranche B Note have the respective meanings assigned to them in
the Credit Agreement.

     Any holder of this Tranche B Note shall have all rights
provided to a Tranche B Lender under the Credit Agreement.

     The Credit Agreement provides for the acceleration of the
maturity of this Tranche B Note upon the occurrence of certain
events and for prepayments of Loans upon the terms and conditions
specified therein.

     Except as permitted by Section 9.04 of the Credit Agreement,
this Tranche B Note may not be assigned by the Tranche B Lender
to any other Person.

     This Tranche B Note includes the indebtedness heretofore
evidenced by that certain Amended and Restated Tranche B Note
dated as of September 30, 2003, as amended and in effect prior to
the date hereof, made by Borrowers, as borrowers, in favor of
Tranche B Lender in the principal amount of Ten Million and
00/100 Dollars (US $10,000,000.00) (the "PRIOR NOTE") and this
Tranche B Note amends and restates the Prior Note in its
entirety.

     The obligations of the Borrowers under this Tranche B Note
shall constitute one joint and several direct and general
obligation of all of the Borrowers.  Notwithstanding anything to
the contrary contained herein, each of the Borrowers shall be
jointly and severally, with the other Borrower, directly and
unconditionally liable to the Tranche B Lender for all
obligations hereunder and shall have the obligations of co-maker
with respect to this ` Tranche B Note and the obligations
hereunder, it being agreed that the advances to each Borrower
inure to the benefit of all Borrowers, and that the Tranche B
Lender is relying on the joint and several liability of the
Borrowers as co-makers in extending and continuing the extension
of the Tranche B Note as provided hereunder.  Each Borrower
hereby unconditionally and irrevocably agrees that upon default
in the payment when due (whether at stated maturity, by
acceleration or otherwise) of any principal of, or interest on,
this Note payable to the Tranche B Lender, it will forthwith pay
the same, without notice or demand.

     This Tranche B Note shall be governed by, and construed in
accordance with, the law of the State of California.  EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HERETO OR TO THE OR TO THE CREDIT
AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON OR PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO OR TO THE CREDIT AGREEMENT HAVE BEEN
INDUCED TO ENTER INTO, AS APPLICABLE, THIS NOTE AND THE CREDIT
AGREEMENT BY, AMONG OTHER THINGS, THE FOREGOING MUTUAL WAIVERS
AND CERTIFICATIONS.


                                   CADIZ INC., a Delaware
                                   corporation, as a Borrower



                                   By: /s/ Keith Brackpool
						  ---------------------------
                                   Name: Keith Brackpool
                                   Title: CEO


                                   CADIZ REAL ESTATE LLC, a
                                   Delaware limited liability
                                   company, as a Borrower



                                   By: /s/ Richard E. Stoddard
						  ---------------------------
                                   Name: Richard E. Stoddard
                                   Title: CEO

SCHEDULE OF TRANCHE B LOANS

          This Tranche B Note evidences Tranche B Loans made under the
within-described Credit Agreement to the Borrowers, on the dates,
in the principal amounts set forth below, subject to the payments
and prepayments of principal set forth below:


               Principal      Amount         Unpaid
                Amount        Paid or       Principal     Notation
Date            of Loan       Prepaid        Amount       Made By

As of date   $10,000,000.00   $0.00       $10,000,000.00  As agreed
hereof                                                     by all
                                                           parties