EXHIBIT 4.14
                                                      ------------

          WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.

                         (Initial Warrant)



                       *********************

     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 [       ] Shares of Common Stock.

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

     This is to Certify that, FOR VALUE RECEIVED, [Investor].
("Investor"), or assigns ("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Cadiz Inc., a
Delaware corporation ("Company"), [  ] ( ) shares of Common Stock,
$0.01 par value, of the Company ("Common Stock") at a price per
share equal to the Initial Conversion Price of the Company's
Series E-1 Preferred Stock (as defined in the Certificate of
Designations of the Company's Series E-1 Preferred Stock),  at any
time during the period commencing on the date set forth on the
signature page hereof (the "Initial Exercise Date") to the third
anniversary of the Initial Exercise Date (the "Expiration Date"),
but not later than 5:00 p.m., New York Time, on the Expiration
Date.  The shares of Common Stock (or other stock or securities)
deliverable upon such exercise are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of each share of
Common Stock (as such price may be adjusted from time to time as
provided herein or in the Registration Rights Addendum attached to
the Subscription Agreement dated as of even date herewith between
[Investor] and the Company) is hereinafter sometimes referred to
as the "Exercise Price".

     (a)  EXERCISE OF WARRANT.  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.  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.
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 E-1 Preferred Stock) of said extraordinary dividend,
     and the denominator of which shall be the total number of
     shares of Common Stock outstanding multiplied by such current
     market price per share of Common Stock.

          Such adjustment shall be made successively whenever any
     such distribution is made and shall become effective
     immediately after the record date for the determination of
     shareholders entitled to receive such distribution.

          (4)  In case the Company shall issue shares of its
     Common Stock (excluding shares issued (i) in any of the
     transactions described in Subsection (1) above, (ii) upon
     exercise or conversion of options or other equity securities
     granted to the Company's employees under a plan or plans
     adopted by the Company's Board of Directors and approved by
     its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the
     extent that the aggregate number of shares excluded hereby
     and issued after the date hereof shall not exceed in the
     aggregate 13% of the Company's Common Stock outstanding as of
     the date hereof), (iii) upon exercise of convertible
     securities outstanding at the date hereof, this Warrant, or
     any convertible securities issued subsequent to the date
     hereof which are convertible into Common Stock at an exercise
     price equal or greater to the Exercise Price as of the date
     upon which the conversion or exercise price for such
     securities is fixed (notwithstanding any subsequent
     adjustment of such exercise price as may be provided under
     the terms of such convertible security), (iv) upon the
     exercise of any convertible security as to which the Exercise
     Price has already been adjusted pursuant to Subsection (5)
     below, and (v) to shareholders of any corporation which
     merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon
     such merger, but only if no adjustment is required pursuant
     to any other specific subsection of this Section (f) (without
     regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights) for a consideration
     per share less than the Exercise Price, then on the date the
     Company fixes the offering price of such additional shares,
     the Exercise Price shall be adjusted immediately thereafter
     so that it shall equal the price determined by multiplying
     the Exercise Price in effect immediately prior thereto by a
     fraction, the numerator of which shall be the sum of the
     number of shares of Common Stock outstanding immediately
     prior to the issuance of such additional shares and the
     number of shares of Common Stock which the aggregate
     consideration received (determined as provided in Subsection
     (7) below) for the issuance of such additional shares would
     purchase at such Exercise Price, and the denominator of which
     shall be the number of shares of Common Stock outstanding
     immediately after the issuance of such additional shares.

          Such adjustment shall be made successively whenever such
     an issuance is made.

          (5)  In case the Company shall issue any securities
     convertible into or exchangeable for its Common Stock
     (excluding securities issued in transactions described in
     Subsections (2) and (3) above) for a consideration per share
     of Common Stock initially deliverable upon conversion or
     exchange of such securities (determined as provided in
     Subsection (7) below) less than the Exercise Price in effect
     as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise Price in effect
     immediately prior thereto by a fraction, the numerator of
     which shall be the sum of the number of shares of Common
     Stock outstanding immediately prior to the issuance of such
     securities and the number of shares of Common Stock which the
     aggregate consideration received determined as provided in
     Subsection (7) below for such securities would purchase at
     such Exercise Price, and the denominator of which shall be
     the sum of the number of shares of Common Stock outstanding
     immediately prior to such issuance and the maximum number of
     shares of Common Stock of the Company deliverable upon
     conversion of or in exchange for such securities at the
     initial conversion or exchange price or rate.

          Such adjustment shall be made successively whenever such
     an issuance is made.

          (6)  Whenever the Exercise Price payable upon exercise
     of each Warrant is adjusted pursuant to Subsections (1), (2),
     (3), (4) and (5) above, the number of Warrant Shares
     purchasable upon exercise of this Warrant shall
     simultaneously be adjusted by multiplying the number of
     Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in
     effect immediately prior to such adjustment and dividing the
     product so obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting
     consideration received pursuant to Subsections (4) and (5)
     above, the following shall apply:

               (A)  in the case of the issuance of shares of
          Common Stock for cash, the consideration shall be the
          amount of such cash, provided that in no case shall any
          deduction be made for any commissions, discounts or
          other expenses incurred by the Company for any
          underwriting of the issue or otherwise in connection
          therewith:

               (B)  in the case of the issuance of shares of
          Common Stock for a consideration in whole or in part
          other than cash, the consideration other than cash shall
          be deemed to be the fair market value thereof as
          determined in good faith by the Board of Directors of
          the Company (irrespective of the accounting treatment
          thereof) and reasonably acceptable to the Holder; and

               (C)  in the case of the issuance of securities
          convertible into or exchangeable for shares of Common
          Stock, the aggregate consideration received therefor
          shall be deemed to be the consideration received by the
          Company for the issuance of such securities plus the
          additional minimum consideration, if any, to be received
          by the Company upon the conversion or exchange thereof
          (the consideration in each case to be determined in the
          same manner as provided in clauses (A) and (B) of this
          Subsection (7)).

          (8)  For the purpose of any computation under
     Subsections (2), (3), (4) and (5) above, the current market
     price per share of Common Stock at any date shall be deemed
     to be the average of the daily closing prices for 30
     consecutive business days before such date.  The closing
     price for each day shall be the last sale price regular way
     or, in case no such reported sale takes place on such day,
     the average of the last reported bid and asked prices regular
     way, in either case on the principal national securities
     exchange on which the Common Stock is admitted to trading or
     listed, or if not listed or admitted to trading on such
     exchange, the average of the last reported bid and asked
     prices as reported by Nasdaq, or other similar organization
     if Nasdaq is no longer reporting such information, of if not
     so available, the fair market price as determined in good
     faith by the Board of Directors and reasonably acceptable to
     the Holder.

          (9)  No adjustment in the Exercise Price shall be
     required unless such adjustment would require an increase or
     decrease of at least one cent ($0.01) in such price;
     provided, however, that any adjustments which by reason of
     this Subsection (9) are not required to be made shall be
     carried forward and taken into account in any subsequent
     adjustment required to be made hereunder.  All calculations
     under this Section (f) shall be made to the nearest cent or
     to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding,
     the Company shall be entitled, but shall not be required, to
     reduce the Exercise Price, in addition to those changes
     required by this Section (f), as it, in its sole discretion,
     shall determine to be advisable in order that any dividend or
     distribution in shares of Common Stock, subdivision,
     reclassification or combination of Common Stock, issuance of
     warrants to purchase Common Stock or distribution or
     evidences of indebtedness or other assets (excluding cash
     dividends) referred to hereinabove in this Section (f)
     hereafter made by the Company to the holders of its Common
     Stock shall not result in any tax to such holders of its
     Common Stock or securities convertible into Common Stock.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder
     of this Warrant thereafter shall become entitled to receive
     any shares of the Company, other than Common Stock,
     thereafter the number of such other shares so receivable upon
     exercise of this Warrant shall be subject to adjustment from
     time to time in a manner and on terms as nearly equivalent as
     practicable to the provisions with respect to the Common
     Stock contained in Subsections (1) to (9), inclusive above.
     The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be
     the regular accountants employed by the Company) to make any
     computation required by Section (f), and a certificate signed
     by such firm shall be conclusive evidence of the correctness
     of such adjustment absent manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise
     Price or the number or kind of shares purchasable upon
     exercise of this Warrant, Warrants theretofore or thereafter
     issued may continue to express the same price and number and
     kind of shares as are stated in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or
number of Warrant Shares shall be adjusted as required by the
provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at
its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price or
number of Warrant Shares determined as herein provided, setting
forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show
the reason for and the manner of computing such adjustment.  Each
such officer's certificate shall be made available at all
reasonable times for inspection by the Holder or any holder of a
Warrant executed and delivered pursuant to Sections (a) and (d)
and the Company shall, forthwith after each such adjustment, mail
a copy by certified mail of such certificate to such Holder or any
such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant
shall be outstanding, (i) if the Company shall pay any dividend or
make any distribution upon the Common Stock or (ii) if the Company
shall offer to the holders of Common Stock for subscription or
purchase by them any share of or class of its capital stock or any
other rights or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company,
consolidation or merger of the Company with or into another
entity, sale, lease, or transfer of all or substantially all of
the property and assets of the Company to another entity, or
voluntary or involuntary dissolution, liquidation or winding up of
the Company shall be effected, then in any such case, the Company
shall cause to be mailed by certified mail to the Holder, at least
fifteen days prior the record date specified in (x) or (y) below,
as the case may be, a notice containing a brief description of the
proposed action and stating the date on which (x) a record is to
be taken for the purpose of such dividend, distribution or offer
of rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, transfer, sale
dissolution, liquidation or winding up is to take place and the
date, if any is to be fixed, as of which the holders of Common
Stock or other securities shall be entitled to receive cash or
other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, lease,
transfer, sale, dissolution, liquidation or winding up.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of
any consolidation or merger of the Company with or into another
entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result in
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease, or
conveyance to another entity of all or substantially all of the
property and assets of the Company, the Company shall, as a
condition precedent to such transaction, cause effective
provisions to be made so that such Holder shall have the right
thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change,
consolidation, merger, sale, lease or conveyance by a holder of
the number of shares of Common Stock which might have been
purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation, merger, sale, lease or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
Company shall not effect any such reorganization, consolidation,
merger, sale or conveyance (i) unless prior to or simultaneously
with the consummation thereof the survivor or successor
corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed
and sent to each holder of this Warrant, the obligation to deliver
to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be
entitled to receive, and containing the express assumption by such
successor corporation of the due and punctual performance and
observance of every provision herein to be performed and observed
by the Company and of all liabilities and obligations of the
Company hereunder, and (ii) in which the Company, as opposed to
another party to the reorganization, consolidation, merger, sale
or conveyance, shall be required under any circumstances to make a
cash payment at any time to the holders of this Warrant.  The
foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations, and changes
of shares of Common Stock and to successive consolidations,
mergers, sales, leases or conveyances.  In the event that in
connection with any such capital reorganization or
reclassification, consolidation,  merger, sale, lease or
conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution, or payment, in whole or in
part, for a security of the Company other than Common Stock, any
such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The
Holder of this Warrant or of the Warrant Shares shall have such
registration rights with respect to this Warrant and the Warrant
Shares as are set forth in that certain Registration Rights
Addendum to Subscription Agreement dated concurrently herewith by
and between the Company and the Holder (the "Registration Rights
Addendum").

     (k)  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: ---------------------------
                                 Stanley E. Speer
                                 Chief Financial Officer


Dated:  October 22, 2001

                           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 _______________________