EXHIBIT 4.15
                                                     ------------


         WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.

             (Initial Mandatory Conversion 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 Mandatory Conversion 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 Mandatory
Conversion Date, as defined in the Company's Certificate of
Designations of Series E-1 Preferred Stock (the "Initial Exercise
Date") to the third anniversary of the Initial Exercise Date (the
"Expiration Date"), but not later than 5:00 p.m., New York Time,
on the Expiration Date.  The shares of Common Stock (or other
stock or securities) deliverable upon such exercise are
hereinafter sometimes referred to as "Warrant Shares" and the
exercise price of each share of Common Stock (as such price may
be adjusted from time to time as provided herein or in the
Registration Rights Addendum attached to the Subscription
Agreement dated as of even date herewith between [Investor] and
the Company (the "Subscription Agreement")) is hereinafter
sometimes referred to as the "Exercise Price."

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

     (a)  EXERCISE OF WARRANT.  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 ________________________