CADIZ INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exhibit10-11.txt
<TEXT>
                                                                   EXHIBIT 10.11







                        SIXTH GLOBAL AMENDMENT AGREEMENT

                          DATED AS OF DECEMBER 15, 2003

                                     BETWEEN




                                   CADIZ INC.
                                       AND
                              CADIZ REAL ESTATE LLC

                                  AS BORROWERS,




                                       AND

                                ING CAPITAL, LLC

                                    AS LENDER


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

R E C I T A L S................................................................1


SECTION 1.    Definitions......................................................6


SECTION 2.    Certain Acknowledgements........................................17


SECTION 3.    No Satisfaction.................................................17


SECTION 4.    Representations and Warranties; Undertakings....................18


SECTION 5.    Conditions Precedent............................................18


SECTION 6.    Covenants.......................................................25


SECTION 7.    Amendments......................................................26


SECTION 8.    Registration and Investor Rights................................38


SECTION 9.    General Release.................................................39


SECTION 10.   Waiver of Anti-Deficiency Protection............................39


SECTION 11.   Advice of Counsel...............................................40


SECTION 12.   Notices.........................................................40


SECTION 13.   Credit Documents Remain Binding Except as
                Expressly Amended or Modified by Sixth
                Global Agreement Documents....................................42


SECTION 14.   Governing Law; Dispute Resolution...............................42


SECTION 15.   Method of Payments..............................................43


SECTION 16.   Miscellaneous...................................................43


SCHEDULE A:   WIRE INSTRUCTIONS FOR ING AS THE LENDER..........................2
----------


SCHEDULE B:   LENDER'S LOANS...................................................3
----------


                                       2
<PAGE>


                        SIXTH GLOBAL AMENDMENT AGREEMENT

         SIXTH GLOBAL  AMENDMENT  AGREEMENT,  DATED AS OF DECEMBER 15, 2003 (THE
"AGREEMENT"  OR THE "SIXTH  GLOBAL  AMENDMENT  AGREEMENT"),  BETWEEN  Cadiz Inc.
(f/k/a Cadiz Land Company,  Inc.) and Cadiz Real Estate LLC, as  borrowers,  the
LENDERS party hereto,  and ING CAPITAL LLC (f/k/a ING Baring (U.S.)  Capital LLC
and ING Baring (U.S.) Capital Corporation).

                                 R E C I T A L S

         A.       This  Agreement  refers to: (i) that  certain  Loan  Agreement
dated as of March 15,  1995 among Cadiz and its then  wholly  owned  subsidiary,
Cadiz Valley Development Corporation ("CVDC"), as borrowers,  and Lender, as the
assignee of Henry Ansbacher & Co. Limited ("ANSBACHER"),  as lender (as amended,
modified,  or  supplemented  from time to time, the "1995 LOAN  AGREEMENT",  and
together with all other documents  executed in connection  therewith or relating
thereto and schedules and exhibits thereto,  including the 1995 Note referred to
below, the "1995 CREDIT DOCUMENTS"); (ii) that certain Third Agreement to Modify
Loans  dated as of January  11, 1994 among  Cadiz and CVDC,  as  borrowers,  and
Lender, as lender (as amended,  modified, or supplemented from time to time, the
"1994  LOAN  AGREEMENT",  and  together  with all other  documents  executed  in
connection  therewith or relating  thereto and schedules  and exhibits  thereto,
including  the CVDC  Note,  the  Cadiz  Note,  and the  Reimbursement  Agreement
referred to below,  the "1994 CREDIT  DOCUMENTS");  (iii) that certain letter of
consent dated September 13, 1996 from Cadiz and CVDC and acknowledged and agreed
to by Lender (the  "CONSENT  LETTER"),  (iv) that  certain  Ring  Financing  and
Supplemental and Confirmatory Agreement Relating to Event of Default dated as of
September   13,  1996  among  the   borrowers  and  Lender  (the  "RING  FENCING
AGREEMENT"),  (v) that certain Global Amendment  Agreement dated as of March 31,
1997  between  Cadiz and CVDC,  as  borrowers,  and ING, as lender (as  amended,
modified,  or  supplemented  from  time to time,  the  "FIRST  GLOBAL  AMENDMENT
AGREEMENT",  and  together  with all  other  documents  executed  in  connection
therewith or relating thereto and the schedules and exhibits thereto,  including
the First Global  Amendment  Agreement  Documents as defined in the First Global
Amendment Agreement, the "FIRST GLOBAL AGREEMENT DOCUMENTS"),  (vi) that certain
Second Global  Amendment  Agreement dated as of April 30, 1999 between Cadiz, as
borrower, and ING, as Lender (as amended,  modified or supplemented from time to
time,  the "SECOND  GLOBAL  AMENDMENT  AGREEMENT",  and together  with all other
documents executed in connection therewith or relating thereto and the schedules
and exhibits thereto, including the Second Global Agreement Documents as defined
in  the  Second  Global  Amendment  Agreement,   the  "SECOND  GLOBAL  AGREEMENT
DOCUMENTS"),  (vii) that certain Third Global  Amendment  Agreement  dated as of
December 22, 1999 between  Cadiz,  as borrower,  and ING, as Lender (as amended,
modified  or  supplemented  from  time to  time,  the  "THIRD  GLOBAL  AMENDMENT
AGREEMENT",  and  together  with all  other  documents  executed  in  connection
therewith or relating thereto and the schedules and exhibits thereto,  including
the Third Global  Agreement  Documents as defined in the Third Global  Amendment
Agreement,  the "THIRD GLOBAL AGREEMENT DOCUMENTS"),  (viii) that certain Fourth
Global  Amendment  Agreement  dated as of December  22, 2000 between  Cadiz,  as
borrower, and ING, as Lender (as amended,  modified or supplemented from time to
time, including that certain First Amendment to Fourth Global Agreement dated as
of October 22, 2001, the "FOURTH GLOBAL AMENDMENT Agreement",


<PAGE>


and  together  with all other  documents  executed in  connection  therewith  or
relating  thereto and the schedules and exhibits  thereto,  including the Fourth
Global Agreement Documents as defined in the Fourth Global Amendment  Agreement,
the "FOURTH  GLOBAL  AGREEMENT  DOCUMENTS"),  and (ix) that certain Fifth Global
Amendment Agreement dated as of January 31, 2002 between Cadiz, as borrower, and
ING, as Lender (as  amended,  modified or  supplemented  from time to time,  the
"FIFTH  GLOBAL  AMENDMENT  AGREEMENT",  and  together  with all other  documents
executed in  connection  therewith  or relating  thereto and the  schedules  and
exhibits thereto,  including the Fifth Global Agreement  Documents as defined in
the Fifth Global Amendment  Agreement,  the "FIFTH GLOBAL AGREEMENT  DOCUMENTS",
and along with the 1994 Credit Documents, the 1995 Credit Documents, the Consent
Letter,  the First  Global  Agreement  Documents,  the Second  Global  Agreement
Documents,  the Third Global  Agreement  Documents,  the Fourth Global Agreement
Documents,  the Fifth Global Agreement  Documents and the Sixth Global Agreement
Documents (as defined herein), each as amended and in effect, collectively,  the
"CREDIT  DOCUMENTS").  Capitalized  terms used herein and not otherwise  defined
shall have the meanings set forth in the Fifth Global Amendment Agreement.

         B.       Pursuant  to  the  terms  and  conditions  of  the  1994  Loan
Agreement,  CVDC has heretofore  executed that certain  Secured  Promissory Note
dated  January 11,  1994,  in favor of Lender in the original  principal  sum of
$2,546,783.06  (as amended  and  restated  and in effect from time to time,  the
"CVDC  NOTE").  The CVDC  Note is  secured  by  (collectively,  the  "CVDC  LOAN
SECURITY"),  INTER ALIA,  (i) that certain  First Deed of Trust,  Assignment  of
Rents,  Security Agreement and Fixture Filing dated January 11, 1994 (as amended
from time to time, the "FIRST CVDC DEED OF TRUST"), executed by CVDC in favor of
Lender which was recorded on May 23, 1994,  as  Instrument  No.  94233573 in the
Official Records of San Bernardino  County  California (the "OFFICIAL  RECORDS")
and which encumbers the real property (the "CVDC LAND") described in Exhibit "A"
attached to the 1995 Loan Agreement and  incorporated  herein by this reference;
and (ii) that certain  First  Assignment,  Pledge and Security  Agreement  dated
January 11, 1994, executed by CVDC in favor of Lender (collectively,  the "FIRST
CVDC SECURITY  AGREEMENT").  CVDC's obligations under the loan (the "CVDC LOAN")
evidenced by the CVDC Note have been guarantied pursuant to that certain Amended
and Restated  Guarantee  dated January 11, 1994 (the  "GUARANTEE"),  executed by
Cadiz (in such capacity,  the "GUARANTOR") in favor of Lender.  The Guarantee is
secured,  INTER ALIA,  by (x) that certain  Second Deed of Trust,  Assignment of
Rents, Security Agreement and Fixture Filing (Homer/Piute/Hammack) dated January
11,  1994 (as  amended  from time to time,  the "CADIZ  SECOND  DEED OF TRUST"),
executed by Cadiz in favor of Lender which was recorded on February 11, 1994, as
Instrument  No.  94058717 in the Official  Records and which  encumbers the real
property  (the "CADIZ  PROPERTY")  described in Exhibit "B" attached to the 1995
Loan Agreement and incorporated  herein by this reference;  and (y) that certain
First  Assignment,  Pledge and Security  Agreement  dated  January 11, 1994 (the
"CADIZ FIRST ASSIGNMENT"), executed by Cadiz in favor of Lender.

         C.       Also  pursuant  to the terms and  provisions  of the 1994 Loan
Agreement,  Cadiz has heretofore  executed that certain Secured  Promissory Note
dated January 11, 1994 (as amended and restated and in effect from time to time,
the  "CADIZ  NOTE"),  in favor of Lender  in the  original  principal  amount of
$2,397,424.08.  The loan evidenced by the Cadiz Note is sometimes referred to in
this Agreement as the "CADIZ LOAN." The Cadiz Note is secured by  (collectively,
the


                                       2
<PAGE>


"CADIZ LOAN  SECURITY"),  among other  things,  (i) that  certain  First Deed of
Trust,   Assignment   of  Rents,   Security   Agreement   and   Fixture   Filing
(Homer/Piute/Hammack)  dated January 11, 1994 (as amended from time to time, the
"CADIZ  FIRST DEED OF TRUST"),  executed  by Cadiz in favor of Lender  which was
recorded on February  11,  1994,  as  Instrument  No.  94058716 in the  Official
Records and which encumbers the Cadiz Property; (ii) that certain Second Deed of
Trust,  Assignment of Rents,  Security Agreement and Fixture Filing (CVDC) dated
January  11,  1994 (as  amended  from  time to time,  the  "SECOND  CVDC DEED OF
TRUST"), executed by CVDC in favor of Lender which was recorded on May 23, 1994,
as Instrument No. 94233574 in the Official  Records and which encumbers the CVDC
Land; (iii) that certain Second Assignment,  Pledge and Security Agreement dated
January  11,  1994,  executed  by Cadiz in favor of Lender  (the  "CADIZ  SECOND
ASSIGNMENT");  and (iv) that  certain  Second  Assignment,  Pledge and  Security
Agreement  dated  January  11,  1994 (the  "SECOND  CVDC  SECURITY  AGREEMENT"),
executed by CVDC in favor of Lender.

         D.       Pursuant  to the  terms of the  1994  Loan  Agreement,  Lender
issued a letter of credit  (the  "LETTER OF  Credit")  in favor of  Cooperatieve
Centrale  Raiffeisen-Boerenleenbank  B.A., "Rabobank Nederland"  ("RABOBANK") in
the maximum  amount of $853,000 with respect to certain  interest  payable under
that  certain  promissory  note dated  January 12, 1994 (the  "RABOBANK  NOTE"),
executed by Cadiz and CVDC in favor of Rabobank in the original principal amount
of $8,681,474.03. In conjunction with Lender's issuance of the Letter of Credit,
Cadiz executed that certain  Reimbursement  Agreement dated January 11, 1994 (as
amended  and  restated  and in  effect  from  time to time,  the  "REIMBURSEMENT
AGREEMENT"), in favor of Lender. The indebtedness evidenced by the Reimbursement
Agreement  is  sometimes  referred to in this  Agreement  as the "L/C LOAN." The
performance of Cadiz'  obligations under the Reimbursement  Agreement is secured
by (collectively, the "LETTER OF CREDIT SECURITY"), among other things, (i) that
certain Third Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing  (Homer/Piute/Hammack)  dated  January 11,  1994,  which was  recorded on
February  11,  1994 (as  amended  from time to time,  the  "CADIZ  THIRD DEED OF
TRUST"),  as Instrument No. 94058718 in the Official Records and which encumbers
the Cadiz Property;  (ii) that certain Third Deed of Trust, Assignment of Rents,
Security  Agreement and Fixture Filing (CVDC) dated January 11, 1994 (as amended
from time to time, the "THIRD CVDC DEED OF TRUST"), executed by CVDC in favor of
Lender which was recorded on May 23, 1994,  as  Instrument  No.  94233575 in the
Official  Records and which  encumbers  the CVDC Land;  (iii) that certain Third
Assignment,  Pledge and Security  Agreement  dated  January 11, 1994 (the "CADIZ
THIRD ASSIGNMENT"),  executed by Cadiz in favor of Lender; and (iv) that certain
Third  Assignment,  Pledge and Security  Agreement  dated  January 11, 1994 (the
"THIRD CVDC SECURITY AGREEMENT"),  executed by CVDC in favor of Lender. Rabobank
has heretofore drawn down the Letter of Credit in full.

         E.       Pursuant  to  the  terms  and  provisions  of  the  1995  Loan
Agreement,  Cadiz and CVDC jointly have heretofore executed that certain Secured
Promissory Note dated March 29, 1995 (as amended and restated and in effect from
time to time,  the "1995  NOTE"),  in favor of Lender in the original  principal
amount  of  $3,000,000.00.  The loan  evidenced  by the 1995  Note is  sometimes
referred to in this  Agreement  as the "1995  LOAN." The 1995 Note is secured by
(collectively, the "1995 SECURITY"), among other things, (i) that certain Fourth
Assignment,  Pledge and Security  Agreement  dated March 29, 1995 ("CADIZ FOURTH
ASSIGNMENT"), between


                                       3
<PAGE>


Cadiz and Lender,  pursuant to which Cadiz has granted Lender a fourth  priority
security  interest  in the SWFG  Collateral,  the Farming  Collateral,  and EVCO
Collateral,  as security for the 1995 Note; (ii) that certain Fourth Assignment,
Pledge and Security  Agreement  dated March 29, 1995 (the "FOURTH CVDC  SECURITY
AGREEMENT"),  between  CVDC and  Lender,  pursuant  to which CVDC has granted to
Lender a fourth  priority  security  interest  in the  PSWR  Collateral  and the
Harweal Collateral as security for the 1995 Note; (iii) that certain Fourth Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated March
29,  1995 (the  "CADIZ  FOURTH  DEED OF  TRUST"),  executed by Cadiz in favor of
Lender as security  for the 1995 Note,  which was  recorded on March 31, 1995 as
Instrument No. 95-099301 in the Official  Records;  and (iv) that certain Fourth
Deed of Trust,  Assignment of Rents, Security Agreement and Fixture Filing dated
March 29, 1995 (the "FOURTH  CVDC DEED OF TRUST"),  executed by CVDC in favor of
Lender as security  for the 1995 Note,  which was  recorded on March 31, 1995 as
Instrument No. 95-099300 in the Official Records.

         F.       Pursuant  to that  certain  Assignment  Agreement  dated as of
March 31, 1997 by and between ING and Ansbacher (the  "ING/ANSBACHER  ASSIGNMENT
AGREEMENT"),  Ansbacher  transferred  and  assigned  to ING  all of  Ansbacher's
rights,  title and  interests in, to and under the Credit  Documents  including,
without  limitation,  the right to receive payment on the Lender's Loans and the
Notes and the  Reimbursement  Agreement  and all of the benefits of the Security
Documents.

         G.       Pursuant to the First Global Amendment Agreement,  Cadiz, CVDC
and ING amended the Credit Documents.

         H.       Pursuant  to the  First  Global  Amendment  Agreement,  Lender
consented to the merger of CVDC into Cadiz,  PROVIDED,  HOWEVER, that Cadiz: (a)
expressly  assumed  all of CVDC's  obligations  to the  Lender  under the Credit
Documents, as amended by the First Global Agreement Documents,  and (b) executed
a  reaffirmation  agreement  relating to such  assumption  in form and substance
satisfactory to Lender.

         I.       On or about April 14, 1997, Cadiz effected the upstream merger
into it of CVDC and the  assumption  of the CVDC's  indebtedness.  In accordance
with the First Global  Amendment  Agreement,  Cadiz  executed  and  delivered to
Lender  that  certain  Reaffirmation  Agreement,  dated  as of April  10,  1997,
reaffirming its assumption of all of CVDC's obligations to Lender.

         J.       Pursuant to that certain Deed of Trust,  Assignment  of Rents,
Security Agreement,  Financing Statement and Fixture Filing (Term Loan), between
Cadiz,  as  borrower,  Commonwealth  Land Title  Company,  as Trustee,  and ING,
recorded  on August  14,  1998 in the  Official  Records  of Tulare  County,  as
Instrument No. 1998-0057196, Cadiz pledged certain real and personal property to
secure the Term Loan  Obligations to ING.  Pursuant to that certain  Consent and
Waiver of ING under Term Loan and  Revolving  Credit  Agreement to Sale of Vista
Verde Property and  Application of Proceeds,  dated January 19, 1999 executed by
ING, and a Substitution of Trustee and Full Reconveyance dated January 19, 1999,
the real and  personal  property  granted as security by Cadiz to ING under such
Deed of Trust was released.


                                       4
<PAGE>


         K.       Pursuant to that certain Deed of Trust,  Assignment  of Rents,
Security  Agreement,  Financing  Statement and Fixture Filing between Cadiz,  as
borrower,  Chicago Title Company, as Trustee,  and ING, recorded on November 26,
1997 in the  Official  Records  of San  Bernardino  County,  as  Instrument  No.
97-434909  (the  "CADIZ  PSWRI DEED OF Trust" or "CADIZ  FIFTH DEED OF  TRUST"),
Cadiz  pledged  certain  real and  personal  property  to  secure  the Term Loan
Obligations to ING.  Concurrently  therewith,  the PSWRI Deed of Trust and PSWRI
Note  (collectively,  the "PSWRI COLLATERAL") were extinguished by way of merger
of estates.

         L.       Pursuant to that  certain  Collateral  Substitution  Agreement
dated November 4, 1998 by and among Cadiz, ING and Southwest Fruit Growers, L.P.
("SWFG"), Cadiz granted to ING a security interest in certain property to secure
the Lender's  Term Loans as set forth in that certain Deed of Trust,  Assignment
of Rents,  Security  Agreement,  Financing  Statement  and Fixture  Filing (Term
Loan),  between  Cadiz,  Chicago Title Company and ING,  recorded on November 4,
1998 in the  Official  Records  of San  Bernardino  County,  as  Instrument  No.
19980473320 (the "CADIZ SWFG DEED OF TRUST" or the "CADIZ SIXTH DEED OF TRUST").
Concurrently  therewith,   ING  released  its  security  interest  in  the  SWFG
Collateral and the Farming Collateral.

         M.       Pursuant to the Second Global Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         N.       Pursuant to that certain Deed of Trust,  Assignment  of Rents,
Security  Agreement,  Financing  Statement and Fixture Filing between Cadiz,  as
borrower,  Chicago Title Company, as Trustee,  and ING, dated as of July 1, 1999
and  recorded on December  23, 1999 in the  Official  Records of San  Bernardino
County (the  "Official  Records"),  as Instrument No. 524212 (the "CADIZ SEVENTH
DEED OF TRUST  (PIUTE)"),  Cadiz pledged  certain  additional  real and personal
property to secure Cadiz's obligations to ING under the Credit Documents.

         O.       Pursuant to the Third Global  Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         P.       Pursuant to the Fourth Global Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         Q.       Pursuant to the Fifth Global  Amendment  Agreement,  Cadiz and
ING further amended the Credit Documents.

         R.       The parties  hereto wish to enter into this  Agreement and all
of the other  documents  executed in connection  herewith or relating hereto and
schedules  and  exhibits  hereto  (collectively,  the  "SIXTH  GLOBAL  AGREEMENT
DOCUMENTS")  to further amend the Credit  Documents to, among other things,  (a)
confirm the obligations of Cadiz in favor of ING under the Credit Documents; (b)
consent to the  creation of a new special  purpose  entity,  CRE,  that is being
assigned the assets of Cadiz and is becoming a co-borrower with Cadiz hereunder,
and (c) provide for the  issuance of new  preferred  stock to ING; (d) amend the
interest  rate  on the  Loan  Obligations  to  either  (at the  election  of the
Borrowers as provided herein):  (i) 8% per annum in cash or (ii) 4% per annum in
cash plus 8% per annum in kind; and (e) provide for the


                                       5
<PAGE>


further  extension  of the  Maturity  Date of the Notes and other  modifications
thereof, all of the foregoing upon the terms and conditions set forth herein and
in the other Sixth Global Agreement Documents.

                                    AGREEMENT

                  NOW THEREFORE,  in  consideration  of the mutual covenants and
agreements contained herein, parties hereto hereby agrees as follows:

         SECTION  1. DEFINITIONS.


                  The terms and  provisions  of  section  1.03 of the  Revolving
Credit Agreement,  as in effect on the Restructuring Effective Date, shall apply
to this Agreement.  The following  terms shall have the following  meanings when
used herein (all terms defined in this Section 1 or in other  provisions of this
Agreement  in the  singular  shall have the same  meaning in the plural and VICE
VERSA):

         ADDITIONAL  DRAW  WARRANT  CERTIFICATES:  the  Additional  Initial Draw
Warrant  Certificates  originally  exercisable  as of April 13,  1998 and May 8,
1998,  to purchase,  respectively,  112,500 and 37,500  shares of the  Company's
Common Stock, as revised and in effect.

         AFFILIATE:  With reference to any entity, any other entity that, within
the meaning of Rule 12b-2 promulgated under the Securities Exchange Act of 1934,
as amended,  "controls,"  is "controlled  by" or is under "common  control with"
such entity.

         AGREEMENT shall have the meaning  ascribed to such term in the recitals
hereto.

         ANSBACHER shall have the meaning  ascribed to such term in the recitals
hereto.

         APPLICABLE   INTEREST  RATE  means,  with  respect  to  any  Term  Loan
Obligations  for any Interest  Period,  either (a) if the Borrowers do not elect
the PIK&Cash  Payment  Election,  the Cash Payment Rate, or (b) if the Borrowers
elect the PIK&Cash Payment Election, the PIK&Cash Payment Rate.

         BANKRUPTCY  CODE:  Title 11 of the United States Code,  as amended,  11
U.S.C ss.ss. 101, ET SEQ.

         BORROWERS  means,  collectively,  each of  Cadiz  and  CRE,  and each a
"Borrower".

         BUSINESS DAY means any day that is not a Saturday,  Sunday or other day
on which  commercial banks in New York City are authorized or required by law to
remain closed.

         CADIZ means Cadiz Inc., a Delaware corporation, a borrower hereunder.

         "CADIZ/CRE  MANAGEMENT  AGREEMENT"  means the  Management  Agreement as
defined in the CRE LLC Agreement.


                                       6
<PAGE>


         CADIZ DEEDS OF TRUST: collectively,  the Cadiz First Deed of Trust, the
Cadiz Second Deed of Trust, the Cadiz Third Deed of Trust, the Cadiz Fourth Deed
of Trust,  the Cadiz  PSWRI Deed of Trust,  the Cadiz SWFG Deed of Trust and the
Cadiz Seventh Deed of Trust  (Piute),  each as amended and modified from time to
time.

         CADIZ FIRST  ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ FIRST DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         CADIZ FOURTH ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ FOURTH DEED OF TRUST shall have the meaning ascribed to such term
in the recitals hereto.

         CADIZ LOAN shall have the meaning ascribed to such term in the recitals
hereto.

         CADIZ LOAN SECURITY shall have the meaning ascribed to such term in the
recitals hereto.

         CADIZ NOTE shall have the meaning ascribed to such term in the recitals
hereto.

         CADIZ  PROPERTY  shall have the  meaning  ascribed  to such term in the
recitals hereto.

         CADIZ  PSWRI DEED OF TRUST or CADIZ  FIFTH DEED OF TRUST shall have the
meaning ascribed to such term in the recitals hereto.

         "CADIZ  REAFFIRMATION  AGREEMENT" means the agreement  evidencing Cadiz
Borrower's  assumption and  reaffirmation  of all liabilities and obligations of
Cadiz Valley Development Corporation, dated as of November 25, 1997.

         CADIZ SECOND ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ SECOND DEED OF TRUST shall have the meaning ascribed to such term
in the recitals hereto.

         CADIZ SERIES F PREFERRED  STOCK  CERTIFICATE  means the  certificate of
Series  F  Preferred  Stock  issued  by  Cadiz  to the  Lender  pursuant  to the
Transactions  with the rights,  privileges  and  preferences as set forth in the
Certificate of  Designations  in the form attached  hereto in Exhibit A. This is
the same certificate that is required to be delivered under the Revolving Credit
Agreement.

         CADIZ SEVENTH DEED OF TRUST (PIUTE) shall have the meaning  ascribed to
such term in the recitals hereto.


                                       7
<PAGE>


         CADIZ SWFG DEED OF TRUST or CADIZ  SIXTH  DEED OF TRUST  shall have the
meaning ascribed to such term in the recitals hereto.

         CADIZ THIRD  ASSIGNMENT shall have the meaning ascribed to such term in
the recitals hereto.

         CADIZ THIRD DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         CASH means legal tender of the United States of America.

         "CASH COLLATERAL ACCOUNT" means that certain account established at ING
Capital,  LLC, not in its capacity as Lender  hereunder,  but in its capacity as
the cash  collateral  bank under the Cash Collateral  Account  Agreement,  which
account is being assigned and pledged as of the Restructuring Effective Date for
the benefit of the Lender.

         CASH COLLATERAL  ACCOUNT AGREEMENT means that certain agreement between
Cadiz  and the  financial  institution  party  thereto,  in form  and  substance
consented to by the Lender  evidencing  Cadiz'  establishment  of a debt service
account assigned and pledged for the benefit of the Lender, in substantially the
form as  attached  hereto  in  Exhibit  B.  This is the same  agreement  that is
required  to be  delivered  by the Cadiz  Borrower  under the  Revolving  Credit
Agreement.

         CASH PAYMENT AMOUNT has the meaning set forth in Section 7(D) hereof.

         CASH PAYMENT ELECTION has the meaning set forth in Section 7(D) hereof.

         CASH PAYMENT RATE means eight percent (8%).

         CASH PORTION has the meaning set forth in Section 7(D) hereof.

         CASH PORTION RATE means four percent (4%).

         CONSENT  LETTER  shall have the  meaning  ascribed  to such term in the
recitals hereto.

         CONSENT TO CADIZ/SUN WORLD LEASE means the consent by the Lender to the
New Cadiz/Sun World Lease, in  substantially  the form annexed hereto as Exhibit
C. This is the same consent that is required to be delivered under the Revolving
Credit Agreement.

         CONSENT  TO SUN WORLD  SETTLEMENT  means  that  certain  consent of the
Lender to the Sun World Settlement in  substantially  the form annexed hereto as
Exhibit D. This is the same consent  that is required to be delivered  under the
Revolving Credit Agreement.

         CRE means Cadiz Real Estate LLC, a Delaware limited liability  company,
a borrower hereunder.

         CRE GRANT DEED means that  certain  grant deed of trust  conveying  the
real property ING Collateral held by Cadiz to CRE in  substantially  the form as
attached hereto in Exhibit E.


                                       8
<PAGE>


         CRE LLC AGREEMENT means that certain Limited Liability Agreement of CRE
between the Cadiz and M. Solomon & Associates,  Inc., as the independent member,
in substantially the form attached hereto in Exhibit F.

         CREDIT  DOCUMENTS  shall have the meaning  ascribed to such term in the
recitals hereto.

         CVDC  shall  have the  meaning  ascribed  to such term in the  recitals
hereto.

         CVDC DEEDS OF TRUST:  collectively,  the First CVDC Deed of Trust,  the
Second  CVDC Deed of Trust,  the Third CVDC Deed of Trust,  and the Fourth  CVDC
Deed of Trust, each as amended and modified from time to time.

         CVDC LAND shall have the meaning  ascribed to such term in the recitals
hereto.

         CVDC LOAN shall have the meaning  ascribed to such term in the recitals
hereto.

         CVDC LOAN SECURITY shall have the meaning  ascribed to such term in the
recitals hereto.

         CVDC NOTE shall have the meaning  ascribed to such term in the recitals
hereto.

         "DEFAULT"  means any event or condition  which  constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

         EIGHTH  WARRANT  CERTIFICATE:  the revised and restated  Eighth Warrant
Certificate  (as  defined  in the  Fifth  Global  Amendment  Agreement)  for the
purchase up to 125,000 shares of Cadiz' common stock that vested on February 15,
2002, as revised and in effect.

         ELEVENTH WARRANT CERTIFICATE: the revised and restated Eleventh Warrant
Certificate  (as  defined  in the  Fifth  Global  Amendment  Agreement)  for the
purchase up to 1,000,000 of Cadiz' common stock., as revised and in effect

         EVENT OF DEFAULT:  (a) with respect to this  Agreement,  such terms has
the meaning  assigned to such term in Section 7(L);  and (b) with respect to any
other Credit Document, an Event of Default as defined thereunder.

         FEE WARRANT CERTIFICATE:  the Fee Warrant  Certificate,  and originally
exercisable  as of August 1, 2002, to purchase  100,000  shares of the Company's
Common Stock, as revised and in effect.

         FIFTH WARRANT CERTIFICATE: the Fifth Warrant Certificate for 150,000 of
Cadiz' common stock that vested as of October 29, 1999, that entitles the holder
thereof to purchase 150,000 shares, as revised and in effect.

         FIFTH GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.


                                       9
<PAGE>


         FIFTH GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         FIRST CVDC DEED OF TRUST shall have the  meaning  ascribed to such term
in the recitals hereto.

         FIRST CVDC SECURITY  AGREEMENT shall have the meaning  ascribed to such
term in the recitals hereto.

         FIRST EXTENSION  REQUIREMENTS  shall have the meaning  ascribed to such
term in Section 7(J) hereof.

         FIRST GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         FIRST GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.

         FIXED RATE  means,  with  respect  to any  Borrowing  for any  Interest
Period,  either (a) if the Borrowers do not elect the PIK&Cash Payment Election,
the  Cash  Payment  Rate or (b) if the  Borrowers  elect  the  PIK&Cash  Payment
Election, the PIK&Cash Payment Rate.

         FOURTH CVDC DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         FOURTH CVDC SECURITY  AGREEMENT shall have the meaning ascribed to such
term in the recitals hereto.

         FOURTH GLOBAL  AMENDMENT  AGREEMENT shall have the meaning  ascribed to
such term in the recitals hereto.

         FOURTH GLOBAL  AGREEMENT  DOCUMENTS shall have the meaning  ascribed to
such term in the recitals hereto.

         FOURTH WARRANT CERTIFICATE:  the Fourth Warrant Certificate for 100,000
shares of Cadiz' common stock that vested as of April 3, 1999, that entitles the
holder thereof to purchase 100,000, as revised and in effect.

         GUARANTEE shall have the meaning  ascribed to such term in the recitals
hereto.

         GUARANTOR shall have the meaning  ascribed to such term in the recitals
hereto.

         ING: ING Capital LLC, a Delaware limited liability company.

         ING/ANSBACHER  ASSIGNMENT  AGREEMENT shall have the meaning ascribed to
such term in the recitals hereto.


                                       10
<PAGE>


         ING   COLLATERAL:   the  collateral   security   granted,   pledged  or
hypothecated  by the  Borrowers  to Lender  under the  Security  Documents  (but
excluding the  collateral  specifically  released under the Consent to Sun World
Settlement) to secure the payment and satisfaction of the Term Loan Obligations.

         INITIAL DRAW WARRANT CERTIFICATE: the Initial Draw Warrant Certificate,
and originally  exercisable as of November 25, 1997, to purchase  200,000 shares
of the Company's Common Stock.

         INTEREST  PAYMENT  DATE  means  the  last  day of the  Interest  Period
applicable to any Term Loan Obligation.

         INTEREST PERIOD means, from and after September 30, 2003, each
semi-annual  period ending on March 31 and  September 30 thereafter  through and
including the Maturity  Date,  provided,  that (i) except as provided in clauses
(ii) and (iii)  below,  if any  Interest  Period would end on a day other than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business Day, (ii) any Interest  Period that  commences on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar  month of such  Interest  Period) shall end on the last
Business Day of the last calendar  month of such Interest  Period,  and (iii) if
any Interest  Period would end after the Maturity  Date,  such  Interest  Period
shall end on the Maturity Date.

         L/C LOAN shall have the meaning  ascribed to such term in the  recitals
hereto.

         LENDER  shall have the meaning  ascribed  to such term in the  recitals
hereto.

         LENDER'S TERM LOANS:  Collectively,  the CVDC Loan, the Cadiz Loan, the
L/C Loan, and the 1995 Loan of Lender to the Borrowers.

         LETTER OF CREDIT  shall have the  meaning  ascribed to such term in the
recitals hereto.

         LETTER OF CREDIT SECURITY shall have the meaning  ascribed to such term
in the recitals hereto.

         LOAN OBLIGATIONS:  collectively, the Revolving Loan Obligations and the
Term Loan Obligations.

         "MANDATORY  EQUITY  PREPAYMENT" shall have the meaning ascribed to such
term in Section 7(A) hereof

         MATURITY  DATE means March 31,  2005,  PROVIDED,  HOWEVER,  that if the
First  Extension  Requirements  are  satisfied,  then the Maturity Date shall be
extended to September 30, 2005; provided,  further, that if the Second Extension
Requirements  are  satisfied,  then the Maturity Date shall be extended to March
31,  2006;  provided,  further,  that if the Third  Extension  Requirements  are
satisfied, then the Maturity Date shall be extended to September 30, 2006.


                                       11
<PAGE>


         MAXIMUM  CASH  COLLATERAL  AMOUNT  means,  with  respect  to any Equity
Issuance,  the amount obtained by multiplying the amount of the outstanding Loan
Obligations,  by 8%, and  multiplying the product thereof by the number of years
(rounded  upward to the nearest half year) between the date of such on which the
proceeds of any Equity  Issuance  was  received by either of the  Borrowers  and
September 30, 2006 (computed on the basis of a year of 360 days).

         NEW CADIZ/SUN WORLD LEASE means that certain  Agricultural Lease by and
between  Cadiz (or CRE as  assignee  of  Cadiz),  as lessor,  and Sun World,  as
lessee, in substantially the form annexed hereto as Exhibit G.

         1995 CREDIT  DOCUMENTS shall have the meaning  ascribed to such term in
the recitals hereto.

         1995 LOAN shall have the meaning  ascribed to such term in the recitals
hereto.

         1995 LOAN AGREEMENT shall have the meaning ascribed to such term in the
recitals hereto.

         1995 NOTE shall have the meaning  ascribed to such term in the recitals
hereto.

         1995  SECURITY  shall  have the  meaning  ascribed  to such term in the
recitals hereto.

         1994 CREDIT  DOCUMENTS shall have the meaning  ascribed to such term in
the recitals hereto.

         1994 LOAN AGREEMENT shall have the meaning ascribed to such term in the
recitals hereto.

         NINTH WARRANT CERTIFICATE: the Ninth Warrant Certificate (as defined in
the Fifth Global  Amendment  Agreement) for the purchase up to 125,000 shares of
Cadiz' common stock that vested on April 1, 2002, as revised and in effect.

         NOTES:  Collectively,  the CVDC Note, the Cadiz Note, the Reimbursement
Agreement and the 1995 Note,  each as amended,  restated and in effect from time
to time.

         OFFICIAL  RECORDS  shall have the meaning  ascribed to such term in the
recitals hereto.

         PAST DUE EXPENSE DEFICIENCY means the amount of $20,000,  corresponding
to the amount that  Lender's and  Revolving  Lenders'  reasonable  out-of-pocket
expenses  on and  prior  to the  Restructuring  Effective  Date,  including  the
reasonable fees, charges and disbursements of counsel, exceed $400,000.

         PAST DUE PAYMENT means a Cash payment of $2,425,034.62 made by Cadiz to
ING that is  comprised  of (a) all  accrued  and unpaid  interest  due under the
Credit  Documents  and the  Revolving  Loan  Documents  for the  period  through
September 30, 2003 at the non-default rate in the amount of  $1,412,457.21,  (b)
all accrued and unpaid  interest due under the Revolving  Loan Documents and the
Credit  Documents at the default rate for the period through  September 30, 2003
in the amount of  $612,577.40,  and (c) $400,000 of  Revolving  Lenders' and the
Lender's out-of-pocket expenses (including reasonable attorneys' fees) under the
Revolving Loan


                                       12
<PAGE>


Documents  and the Credit  Documents  for the period  through the  Restructuring
Effective  Date,  provided  that  the  Past  Due  Expense  Deficiency  shall  be
capitalized and included as part of the principal  outstanding under the Tranche
A Notes (as defined in the Revolving Credit Agreement).

         PERSON:  shall mean any  individual,  corporation,  company,  voluntary
association,  partnership,  joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).

         PIK PORTION has the meaning set forth in Section 7(D) hereof.

         PIK PORTION RATE means eight percent (8%).

         PIK&CASH  PAYMENT  ELECTION  has the meaning set forth in Section  7(D)
hereof.

         PIK&CASH PAYMENT ELECTION DEADLINE has the meaning set forth in Section
7(D) hereof.

         PIK&CASH  PAYMENT  ELECTION REQUEST means a request by the Borrowers to
make a payment of accrued interest for an Interest Period through the remittance
through the remittance of both (A) the Cash Portion plus (B) the PIK Portion.

         PIK&CASH PAYMENT RATE means twelve percent (12%),  comprised of the sum
of the PIK Portion Rate and the Cash Portion Rate.

         PREFERRED  STOCK   CERTIFICATE  OF  DESIGNATIONS   means  that  certain
Certificate of  Designations  of Series F Preferred  Stock of Cadiz, in form and
substance  acceptable to Lenders,  in substantially  the form attached hereto in
Exhibit H, that,  inter alia, sets forth the rights,  privileges and preferences
of such  preferred  stock.  This is the same  document  that is  required  to be
delivered by the Cadiz under the Revolving Credit Agreement.

         PSWRI  COLLATERAL  shall have the meaning  ascribed to such term in the
recitals hereto.

         RABOBANK  shall have the meaning  ascribed to such term in the recitals
hereto.

         RABOBANK  NOTE  shall  have the  meaning  ascribed  to such term in the
recitals hereto.

         REGISTRATION  RIGHTS AGREEMENT means the Registration  Rights Agreement
agreed to by Cadiz in favor of ING in the form  attached  hereto as  Exhibit  I.
This is the same  document  that is required to be  delivered by the Cadiz under
the Revolving Credit Agreement.

         REIMBURSEMENT AGREEMENT shall have the meaning ascribed to such term in
the recitals hereto.

         RESTRUCTURING  EFFECTIVE  DATE  means the date on which the  conditions
specified in Section 5 are satisfied (or waived).


                                       13
<PAGE>


         RESTATED REVOLVING CREDIT AGREEMENT: the Revolving Credit Agreement, as
amended  and  restated  by  Cadiz  and  CRE,  as   co-borrowers,   and  ING,  as
administrative agent and lender thereunder, dated as of December 15, 2003.

         REVOLVING CREDIT AGREEMENT: that certain Credit Agreement,  dated as of
November 25, 1997, among Cadiz, as borrower,  and ING, as  administrative  agent
and lender, as amended, restated and/or modified from time to time.

         REVOLVING LENDERS:  means,  collectively,  the Administrative Agent and
the Lenders, each as defined in the Revolving Credit Agreement.

         REVOLVING LOAN DOCUMENTS:  means the Loan Documents,  as defined in the
Revolving Credit Agreement, as amended and modified from time to time.

         REVOLVING LOAN  OBLIGATIONS:  means the  obligations of Cadiz to Lender
under the Revolving Loan Documents.

         REVOLVING WARRANTS: means, collectively,  the warrants issued under the
Revolving Loan Documents, as amended concurrently herewith, comprised of (i) the
Initial Draw Warrant Certificate, (ii) the Additional Draw Warrant Certificates,
(iii) the Eighth Warrant Certificate,  (iv) the Ninth Warrant  Certificate,  (v)
the Tenth Warrant Certificate, (vi) the Eleventh Warrant Certificate,  (vii) the
Twelfth Warrant Certificate, and (viii) the Fee Warrant Certificate.

         RING FENCING  AGREEMENT shall have the meaning ascribed to such term in
the recitals hereto.

         SECOND CVDC DEED OF TRUST shall have the meaning  ascribed to such term
in the recitals hereto.

         SECOND CVDC SECURITY  AGREEMENT shall have the meaning ascribed to such
term in the recitals hereto.

         SECOND EXTENSION  REQUIREMENTS  shall have the meaning ascribed to such
term in Section 7(J) hereof.

         SECOND GLOBAL  AGREEMENT  DOCUMENTS shall have the meaning  ascribed to
such term in the recitals hereto.

         SECOND GLOBAL  AMENDMENT  AGREEMENT shall have the meaning  ascribed to
such term in the recitals hereto.

         SECOND WARRANT CERTIFICATE:  the Second Warrant Certificate (as defined
in the First Global  Amendment  Agreement)  for 75,000  shares of Cadiz'  common
stock  that  vested as of April 30,  1998,  amended  to  reflect a change in the
strike price,  that entitles the holder thereof to purchase  75,000  shares,  as
revised and in effect.


                                       14
<PAGE>


         SECURITY  DOCUMENTS:  the CVDC Loan Security,  the Cadiz Loan Security,
the Letter of Credit Security,  and the 1995 Security,  the other Cadiz Deeds of
Trust,  and any other documents  evidencing or securing the Notes and/or the L/C
Loan, each as amended and modified from time to time.

         SIXTH AMENDMENT  DOCUMENTS has the meaning ascribed to such term in the
Revolving Credit Agreement.

         SIXTH GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.

         SIXTH GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         SEVENTH  WARRANT  CERTIFICATE:  the  Seventh  Warrant  Certificate  (as
defined in the Third Global  Amendment  Agreement)  for 100,000 shares of Cadiz'
common stock that vested as of October 31, 2000, as revised and in effect.

         SIXTH WARRANT  CERTIFICATE:  Second Warrant  Certificate (as defined in
the Second Global Amendment  Agreement) for 50,000 shares of Cadiz' common stock
that vested as of April 3, 2000, as revised and in effect.

         SUBSIDIARY: with respect to any Person, any corporation, partnership or
other entity of which at least a majority of the  securities or other  ownership
interests  having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons  performing similar functions of such
corporation,  partnership or other entity (irrespective of whether or not at the
time  securities or other  ownership  interests of any other class or classes of
such  corporation,  partnership  or other entity shall have or might have voting
power by reason of the happening of any  contingency) is at the time directly or
indirectly  owned or  controlled by such Person or one or more  Subsidiaries  of
such Person or by such Person and one or more Subsidiaries of such Person.  With
respect  to  the  Borrowers,   Subsidiary   shall  exclude  Sun  World  and  its
subsidiaries during the pendency of the bankruptcy case for Sun World pending as
of the Restructuring Effective Date.

         SUN WORLD: Sun World International,  Inc., a Wholly Owned Subsidiary of
Cadiz.

         SUN WORLD  INDENTURE:  that  certain  Indenture,  dated as of April 16,
1997, among Sun World,  Cadiz, the subsidiary  guarantors  thereto,  and the Sun
World Trustee,  as amended by that certain  Amendment to Indenture,  dated as of
October 9, 1997,  and that certain  Amendment to Indenture,  dated as of January
23, 1998, as further amended from time to time.

         SUN WORLD SETTLEMENT:  the settlement  relating to claims between Cadiz
and Sun World,  and the related  release of certain  collateral  relating to Sun
World implementing the settlement described in the term sheet, as annexed hereto
in  Exhibit  J,  which  documents  evidencing  the  settlement  are in form  and
substance reasonably satisfactory to Cadiz and the Lender.


                                       15
<PAGE>


         SUN  WORLD  TRUSTEE:  The  Bank of New  York,  in its  capacity  as the
successor  trustee  under  the Sun World  Indenture  and any  successor  trustee
thereunder.

         SWFG  shall  have the  meaning  ascribed  to such term in the  recitals
hereto.

         TENTH WARRANT CERTIFICATE: the Tenth Warrant Certificate (as defined in
the Fifth Global  Amendment  Agreement) for the purchase up to 250,000 shares of
Cadiz' common stock that vested on August 1, 2002, as revised and in effect.

         TERM LOAN  OBLIGATIONS:  the  obligations  of Cadiz to Lender under the
Credit Documents, as amended by the Sixth Global Agreement Documents.

         TERM NOTES: collectively, the following notes and agreements evidencing
the Term Loan  Obligations:  the Cadiz Note,  the CVDC Note,  the  Reimbursement
Agreement and the 1995 Note

         THIRD CVDC DEED OF TRUST shall have the  meaning  ascribed to such term
in the recitals hereto.

         THIRD CVDC SECURITY  AGREEMENT shall have the meaning  ascribed to such
term in the recitals hereto.

         THIRD EXTENSION  REQUIREMENTS  shall have the meaning  ascribed to such
term in Section 7(J) hereof.

         THIRD GLOBAL  AMENDMENT  AGREEMENT  shall have the meaning  ascribed to
such term in the recitals hereto.

         THIRD GLOBAL  AGREEMENT  DOCUMENTS  shall have the meaning  ascribed to
such term in the recitals hereto.

         TRANSACTIONS  means the  execution,  delivery  and  performance  by the
Borrowers of this  Agreement,  the other Credit  Documents,  the Revolving  Loan
Documents and the transactions contemplated herein and therein.

         WARRANT CERTIFICATES: collectively, the Second Warrant Certificate, the
Fourth Warrant  Certificate,  the Fifth Warrant  Certificate,  the Sixth Warrant
Certificate,  the Seventh Warrant  Certificate,  the Eighth Warrant Certificate,
the Ninth Warrant  Certificate,  the Tenth Warrant  Certificate and the Eleventh
Warrant Certificate.

         WHOLLY OWNED SUBSIDIARY:  with respect to any Person,  any corporation,
partnership  or other  entity of which  all of the  equity  securities  or other
ownership  interests  (other  than,  in the  case of a  corporation,  directors'
qualifying shares) are directly or indirectly owned or controlled by such Person
or one or more Wholly  Owned  Subsidiaries  of such Person or by such Person and
one or more Wholly Owned Subsidiaries of such Person.


                                       16
<PAGE>


         SECTION 2. CERTAIN ACKNOWLEDGEMENTS.

                  The  parties  hereby  acknowledge  and agree that prior to the
Restructuring  Effective Date, the Borrowers have borrowed the principal  amount
of $10,095,068.21 of Term Loan Obligations from the Lender. The Borrowers hereby
further  expressly  acknowledge  and agree that as of  December  15,  2003,  the
outstanding Term Loan Obligations are in the principal amount (excluding accrued
and unpaid interest) of $10,095,068.21, and, as summarized in schedule B hereto,
comprise  the  following  indebtedness  owed  to  Lender:  (a)  the  outstanding
principal balance on Cadiz Loan is $3,103,860.02,  (b) the outstanding principal
balance on the CVDC Loan is $3,299,488.32, (c) the outstanding principal balance
on the L/C Loan is $719,494.90, and (d) the outstanding principal balance on the
1995 Loan is $2,972,224.97. The foregoing amounts do not include (y) accrued and
unpaid  interest  from and after  September  30, 2003,  which  accrued  interest
Borrowers  remain  obligated to repay, or (z) the reduction of $95,068.21 to the
principal  amount of the L/C Loan as set forth in Section 7(E)  hereof.  Each of
the Term Loan Obligations (including,  but not limited to, the obligations under
the CVDC Note, the Cadiz Note, the Reimbursement Agreement and the 1995 Note are
the joint and  several  obligations  of the  Borrowers  to repay  such Term Loan
Obligations  to  the  Lender.  Each  of the  CVDC  Note,  the  Cadiz  Note,  the
Reimbursement Agreement and the 1995 Note shall also be evidenced by amended and
restated  notes,  which shall be duly and validly  executed and delivered by the
Borrowers,  payable to the order of the Lender,  which  notes shall  replace the
existing CVDC Note,  the Cadiz Note,  the  Reimbursement  Agreement and the 1995
Note.

         SECTION 3. NO SATISFACTION.

                  After  taking into  account  the  provisions  of Section  7(E)
hereof,  the Borrowers  hereby  expressly  acknowledge and agree that nothing in
this Agreement or in any document or instrument  executed in connection  with or
pursuant to this Agreement  shall  constitute a satisfaction of or a novation as
to all or any portion of Cadiz' indebtedness under the CVDC Loan, the 1995 Loan,
the Cadiz Loan, the Guarantee,  the Reimbursement  Agreement or the 1995 Loan or
the other Loan  Obligations.  The Borrowers  hereby  unconditionally  reaffirms,
reconfirms and restates its obligation to pay in full the  indebtedness  arising
under the Cadiz Loan, the Reimbursement  Agreement,  the Guarantee, the L/C Loan
(as adjusted herein) and the 1995 Loan (collectively,  the "CADIZ INDEBTEDNESS")
to Lender  and such  obligations  constitute  allowed,  legal,  valid,  binding,
enforceable and non-avoidable  obligations of the Borrowers, and are not subject
to any offset,  defense,  counterclaim,  avoidance, or subordination pursuant to
the  Bankruptcy  Code  or  any  other   applicable  law.  Each  Borrower  hereby
unconditionally reaffirms, reconfirms and restates its obligation to pay in full
the  indebtedness  arising  under the CVDC  Loan and the 1995  Loan  (the  "CVDC
INDEBTEDNESS")  to Lender.  Each Borrower as to both the Cadiz  Indebtedness and
CVDC  Indebtedness  hereby  further  acknowledges  and agrees that (a) it has no
defenses to the enforcement of such  obligations (or any portion thereof) or any
of the other Loan  Obligations;  and (b) it has no  counter-claims  or claims of
offset  whatsoever  with respect to any of the Loan  Obligations (or any portion
thereof)  and  that  neither  this  Agreement  nor  the   consummation   of  the
transactions   contemplated   herein  will  give  rise  to  any  such  defenses,
counter-claims or claims of offset.


                                       17
<PAGE>


         SECTION 4. REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS.

                  Each  Borrower  hereby  represents  and warrants to the Lender
each of the  representations  and warranties that each such Borrower gave to the
Revolving  Lenders under the Restated  Revolving  Credit Agreement and the other
Restated Loan Documents mutatis mutandi as if given to the Lender hereunder, all
of which  shall  apply and be  enforceable  for the  benefit of the Lender as if
fully set forth  herein  and made on and as of the date  hereof.  Each  Borrower
further  represents and warrants that (a) on the date hereof no Event of Default
or Default (other than those that have been previously cured or will be cured on
the  Restructuring  Effective Date) under any Credit Document has occurred,  (b)
the  execution  and delivery by it of this  Agreement and the other Sixth Global
Agreement  Documents has been duly authorized by all requisite corporate action,
and it has  obtained or will obtain  prior to the  Effective  Date any  required
approvals of third parties for the execution and delivery of such documents, (c)
Lender has  performed or complied with all material  obligations  required to be
performed or complied with by it under the Credit  Documents and, as of the date
hereof,  there are no amounts due and owing by Lender under the Credit Documents
as amended and in effect on the Restructuring Effective Date, and (f) the Lender
has no obligation to acquire  additional  notes or to make  additional  loans or
extensions of credit to the Borrowers  under the Credit  Documents or hereunder,
and (g) to such Borrower's knowledge,  upon due inquiry,  Lender has not engaged
in any acts,  conduct or omissions  that could result in the Lender  receiving a
smaller  distribution on account of the Term Loan  Obligations or the Shares (as
defined in the ING/Ansbacher  Assignment  Agreement) than would otherwise apply.
Each of the parties  hereto  represents  and  warrants  that such party has full
authority and legal power to execute this  Agreement and each of the other Sixth
Global Agreement Documents that it has executed and that this Agreement and each
of the Credit  Documents  (as amended by the Sixth Global  Agreement  Documents)
constitute valid and binding obligations of such party. As set forth in the 1995
Loan Agreement,  (x) each Borrower  hereby  reaffirms its undertaking to use its
best efforts to substitute direct first,  second, third and fourth lien deeds of
trust for the security interests currently held by Lender in the EVCO Collateral
and Harweal  Collateral;  and (y) each Borrower hereby reaffirms its undertaking
to provide to Lender all such financial and other information as Lender may from
time to time require  concerning  the Water Assets.  In addition,  each Borrower
will provide to Lender any documents and  information  provided to the Revolving
Lenders  under any  Revolving  Credit  Agreement  and the other  Revolving  Loan
Documents.

         SECTION 5. CONDITIONS PRECEDENT.

         A.       RESTRUCTURING  EFFECTIVE  DATE.  This  Agreement  shall become
effective on the date (the  "RESTRUCTURING  EFFECTIVE DATE") on which the Lender
shall notify the Borrowers that the following conditions have been satisfied (or
waived  in  accordance  with  Section  16(E)  hereof),   in  the  Lender's  sole
discretion:

                  (1)      ING shall have  received the Past Due Payment  (which
                           is  the  same  payment   required  under  the  Credit
                           Agreement  and  should  not  be  paid  twice  by  the
                           Borrowers).


                                       18
<PAGE>


                  (2)      CRE has been duly  formed and is validly  existing by
                           Cadiz in accordance with the CRE LLC Agreement.

                  (3)      Cadiz shall have transferred substantially all of its
                           assets,  rights and interests in Cadiz' property that
                           constitutes  ING Collateral for the Lender to its CRE
                           Subsidiary,  subject  to the  Liens  and  obligations
                           arising  under the Revolving  Loan  Documents and the
                           Term Loan Documents in favor of ING.

                  (4)      to the  extent  required  in the CRE  LLC  Agreement,
                           Cadiz  and CRE  shall  have  executed  the  Cadiz/CRE
                           Management   Agreement,   which  agreement  shall  be
                           binding and in effect.

                  (5)      The Lender shall have received budget and projections
                           that are reasonably satisfactory to the Lender.

                  (6)      The Lender shall have received  counterparts  of this
                           Agreement  and  the  other  Sixth  Global   Agreement
                           Documents (in  recordable  form,  where  appropriate)
                           duly  executed and delivered by the Borrowers in form
                           and  substance  satisfactory  to Lender (in  Lender's
                           absolute discretion),  including, but not limited to,
                           the following:

                           (a)      this Agreement;

                           (b)      the following documents relating to the CVDC
                                    Loan:

                                    (A)      Sixth  Amended  and  Restated  CVDC
                                             Note, in the form  attached  hereto
                                             in Exhibit K;

                                    (B)      Sixth  Modification  of  the  First
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit L;

                                    (C)      Sixth  Modification  of  the  Cadiz
                                             Second  Deed of Trust,  in the form
                                             attached hereto in Exhibit M

                                    (D)      Sixth  Modification  of  the  Cadiz
                                             First   Assignment,   in  the  form
                                             attached hereto in Exhibit N;

                           (c)      the  following  documents  relating  to  the
                                    Cadiz Loan:

                                    (A)      Sixth  Amended and  Restated  Cadiz
                                             Note, in the form  attached  hereto
                                             in Exhibit O;

                                    (B)      Sixth  Modification  of  the  Cadiz
                                             First  Deed of  Trust,  in the form
                                             attached hereto in Exhibit P;


                                       19
<PAGE>


                                    (C)      Sixth  Modification  of the  Second
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit Q;

                           (d)      the following  documents relating to the L/C
                                    Loan:

                                    (A)      Sixth    Amended    and    Restated
                                             Reimbursement     Agreement    duly
                                             executed  by Cadiz and CRE,  in the
                                             form attached hereto in Exhibit R;

                                    (B)      Sixth  Modification  of  the  Cadiz
                                             Third  Deed of  Trust,  in the form
                                             attached hereto in Exhibit S;

                                    (C)      Sixth  Modification  of  the  Third
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit T;

                                    (D)      Sixth  Modification  of Cadiz Third
                                             Assignment,  in the  form  attached
                                             hereto in Exhibit U;

                                    (E)      Sixth  Modification  of Third  CVDC
                                             Security  Agreement,  in  the  form
                                             attached hereto in Exhibit V;

                           (e)      the following documents relating to the 1995
                                    Loan:

                                    (A)      Sixth  Amended  and  Restated  1995
                                             Note, in the form  attached  hereto
                                             in Exhibit W;

                                    (B)      Sixth  Modification  of  the  Cadiz
                                             Fourth  Deed of Trust,  in the form
                                             attached hereto in Exhibit X;

                                    (C)      Sixth  Modification  of the  Fourth
                                             CVDC  Deed of  Trust,  in the  form
                                             attached hereto in Exhibit Y;

                                    (D)      Pledge and Security  Agreement  for
                                             1995  Note,  in the  form  attached
                                             hereto in Exhibit Z;

                           (f)      the Fifth  Modification of the Cadiz Deed of
                                    Trust (PSWRI),  in the form attached  hereto
                                    in Exhibit AA;

                           (g)      the Fifth  Modification of the Cadiz Deed of
                                    Trust (SWFG), in the form attached hereto in
                                    Exhibit BB;

                           (h)      the Fourth Modification of the Cadiz Seventh
                                    Deed of Trust (Piute),  in the form attached
                                    hereto in Exhibit CC;

                           (i)      the following documents:

                                    (A)      the Registration Rights Agreement;


                                       20
<PAGE>


                                    (B)      the  Purchaser  Certificate  in the
                                             form attached hereto in Exhibit DD;

                                    (C)      the   Cash    Collateral    Account
                                             Agreement, which shall be opened in
                                             compliance with Section 2.16 of the
                                             Revolving Credit Agreement;

                                    (D)      a copy of the CRE LLC Agreement;

                                    (E)      a  copy  of  the   Certificate   of
                                             Designations   evidencing   to  the
                                             satisfaction  of the  Lenders  that
                                             such  document  has  been  properly
                                             filed with the  Secretary  of State
                                             of the State of Delaware;

                                    (F)      the Cadiz Series F Preferred  Stock
                                             Certificate;

                                    (G)      the   certificate  of  cancellation
                                             with  respect  to series D, E-1 and
                                             E-2 preferred  stock of Cadiz;

                                    (H)      the  Consent  to  Cadiz/Sun   World
                                             Settlement;

                                    (I)      the  certificate  of formation  for
                                             CRE; and

                                    (J)      the CRE  Assignment  and Assumption
                                             Agreement.

                  (7)      Each  Borrower,  to the  extent  that  it is a  party
                           thereto,  shall have  confirmed  in writing  that the
                           following   documents   remain   valid  and   binding
                           agreements   and/or   instruments,    which   written
                           confirmation is in form and substance satisfactory to
                           the Administrative Agent, in its sole discretion, and
                           that   Borrowers    and,   as    applicable,    their
                           Participating  Subsidiaries remain bound by the terms
                           and provisions of the following documents:

                           (a)      each of the Warrant Certificates;

                           (b)      each of the Revolving Warrants;

                           (c)      the other Credit  Documents,  as amended and
                                    in effect.

                  (8)      the Lender  shall have  received an opinion from each
                           Borrower's counsel, in substantially the form annexed
                           hereto  as   Exhibit   EE,  in  form  and   substance
                           satisfactory  to the Lender (A) that each Borrower is
                           in  good  standing  in the  States  of  Delaware  and
                           California,   (B)  as  to  the   due   authorization,
                           execution  and  delivery  of this  Agreement  and the
                           other Sixth Global Agreement Documents, (C) that this
                           Agreement  and  the  other  Sixth  Global   Agreement
                           Documents  constitute valid,  binding and enforceable
                           obligations  of  Cadiz,  and  (D)  as to  such  other
                           matters as the Lender shall reasonably request, which
                           opinion is supported by a


                                       21
<PAGE>


                           certification  from  each  Borrower's   restructuring
                           counsel  stating that such counsel  knows of no error
                           or  inaccuracy  in and  knows  of no  reason  why the
                           Lender  should  not  rely  upon the  opinion  of such
                           Borrower's  counsel,   both  in  form  and  substance
                           reasonably  satisfactory  to  such  Borrower  and the
                           Lender.

                  (9)      the Lender shall have  received  certified  copies of
                           the resolutions (in form and content  satisfactory to
                           Lender) of the Board of Directors of Cadiz  approving
                           and  authorizing  this  Agreement and the other Sixth
                           Global Agreement  Documents,  and the effectuation of
                           the transactions  contemplated herein and/or therein,
                           as the case  may be,  and any and all  actions  to be
                           taken by Cadiz in furtherance  and in connection with
                           this   Agreement   and/or  the  other  Sixth   Global
                           Agreement Documents;

                  (10)     the Lender  shall  have  received  from the  Delaware
                           Secretary  of State a  Certificate  of Good  Standing
                           with respect to Cadiz,  a certificate  evidencing the
                           formation of the CRE Borrower as a limited  liability
                           company in the State of Delaware,  and a  certificate
                           evidencing  that each  Borrower  is  qualified  to do
                           business  in  California,  all of which  certificates
                           must  be  in  form  and   content   satisfactory   to
                           Administrative Agent.

                  (11)     the Lender shall have received  certificates (in form
                           and content  satisfactory to Lender) of the Secretary
                           of each  Borrower,  certifying  as to the  names  and
                           signatures  of the officers  authorized  to sign this
                           Agreement and the other  documents to be executed and
                           delivered on its behalf pursuant to this Agreement.

                  (12)     Except as provided in Section  3.09 of the  Revolving
                           Creit  Agreement  (or  as  provided  for  under  5(B)
                           hereof),  to the best of each  Borrower's  knowledge,
                           all real property  taxes with respect to the property
                           encumbered by any of the ING  Collateral,  as well as
                           all  real  property  taxes   affecting  the  property
                           encumbered  by any and all deeds of trust  pledged or
                           assigned  to  Lender  as  security  for the Term Loan
                           Obligations  (or any of them),  shall  have been paid
                           prior  to  the  date  any  fine,  penalty,  interest,
                           late-charge  or loss may be  added  to such  taxes or
                           charged  against  such  real  property  or other  ING
                           Collateral  for the  non-payment or  late-payment  of
                           such taxes.

                  (13)     Each Borrower shall have caused appropriate  officers
                           of such  Borrower  to execute  and  deliver to Lender
                           such additional  certificates with respect to matters
                           relating to the transactions  contemplated  herein as
                           Lender may require.

                  (14)     Each  Borrower  shall have  executed and delivered or
                           caused  the  appropriate  third  parties  to  execute
                           and/or   deliver   (in   recordable    form,    where
                           appropriate,   and  otherwise  in  form  and  content
                           satisfactory to


                                       22
<PAGE>


                           Lender) such other documents, instruments, agreements
                           and writings as Lender may require in connection with
                           the   creation  or   continuation   of  any  security
                           interest(s)  granted to Lender in  furtherance of the
                           transactions  contemplated  by this  Agreement  or as
                           Lender may otherwise  require in connection  with the
                           consummation of such transactions (including, without
                           limitation, current estoppel certificates relating to
                           the  EVCO  Collateral  and  the  Harweal  Collateral;
                           guaranty  waivers,   security  agreements;   pledges;
                           assignments;  subordination agreements; endorsements;
                           certificates; certifications; reports; and studies).

                  (15)     The Lender shall have received  such other  documents
                           as the Lender may reasonably request.

                  (16)     The Lender shall have received confirmation,  in form
                           and substance  satisfactory  to the Lender,  that (i)
                           Borrowers   have  paid  (a)  all   premiums  for  the
                           endorsements to the Title Policies  required pursuant
                           to clause A above and (b) all  recording  and  filing
                           fees  relating to the  recording of the  amendment to
                           the Cadiz  Deeds of Trust and the CVDC Deeds of Trust
                           required  to be  delivered  pursuant  to Section 5 of
                           this  Agreement and (ii) all  amendments to the Cadiz
                           Deeds of Trust and the CVDC  Deeds of Trust  required
                           to be  delivered  pursuant  to  Section  5(B) of this
                           Agreement have been duly accepted for recording.

                  (17)     As of the  date  hereof,  or as soon  as  practicable
                           hereafter,  but in no event  later than ten (10) days
                           hereafter  (provided  that  Lender  has  made  such a
                           request  within  four  (4) days  hereafter),  Uniform
                           Commercial Code financing statements covering all the
                           security  interests  created  by or  pursuant  to the
                           Security  Documents  in the  ING  Collateral  pledged
                           pursuant  thereto,   shall  have  been  executed  and
                           delivered  by each  Borrower  to the  Lender and such
                           financing   statements,   or  other   statements   or
                           documents to the same purposes,  shall have been duly
                           filed in all other  applicable  jurisdictions  in the
                           United  States of America  necessary  or desirable to
                           perfect said security  interests and there shall have
                           been  taken  all  other  action  as  the  Lender  may
                           reasonably  request  or  as  shall  be  necessary  to
                           perfect  such   security   interests  to  the  extent
                           required by the applicable Security Documents.

                  (18)     No Default  shall  have  occurred  and be  continuing
                           after giving effect to the  transactions set forth in
                           the  Restated  Revolving  Credit  Agreement  and this
                           Agreement.

                  (19)     After giving effect to the  transactions set forth in
                           this  Agreement  and the  Restated  Revolving  Credit
                           Agreement,  each  Borrower  shall have  performed  or
                           observed  and be  continuing  to  perform  each term,
                           covenant  or   agreement   contained  in  any  Credit
                           Document or Revolving Loan Document.


                                       23
<PAGE>


                  (20)     The  Administrative  Agent  shall have  received  all
                           fees,  preferred  stock  and  other  amounts  due and
                           payable  on or prior to the  Restructuring  Effective
                           Date,    including,    to   the   extent    invoiced,
                           reimbursement   or  payment   of  all   out-of-pocket
                           expenses  required  to be  reimbursed  or paid by the
                           Borrowers hereunder.

                  (21)     All governmental and third party approvals  necessary
                           or, in the  discretion  of the Lender,  advisable  in
                           connection  with  the   Transaction,   the  financing
                           contemplated hereby and the continuing  operations of
                           the Borrowers shall have been obtained and be in full
                           force and effect,  and all applicable waiting periods
                           shall have expired  without any action being taken or
                           threatened  by any  competent  authority  which would
                           restrain,   prevent  or  otherwise   impose   adverse
                           conditions  on  the  Transactions  or  the  financing
                           thereof.

                  (22)     The Lender shall have received confirmation,  in form
                           and substance  satisfactory  to the Lender,  that (i)
                           Borrowers   have  paid  (a)  all   premiums  for  the
                           endorsements to the Title Policies  required pursuant
                           to Section  5(B)(1)(a)  hereof, (b) all recording and
                           filing  fees  relating  to the  recording  of the CRE
                           Grant Deed and the  amendments  to the Cadiz Deeds of
                           Trust  and  CVDC  Deeds  of  Trust   required  to  be
                           delivered  pursuant to this  Section 5(A) and 5(B) of
                           this Agreement, and (c) amounts sufficient to satisfy
                           all real property  taxes with respect to the property
                           encumbered  by the Cadiz  Deeds of Trust and the CVDC
                           Deeds  of  Trust,  along  with  any  fine,   penalty,
                           interest, late charge or similar fine or penalty with
                           respect  to the  payment  of such  taxes,  to Chicago
                           Title Insurance  Company with instructions to utilize
                           such  funds to pays  such  taxes,  fines,  penalties,
                           interest, late charges or similar fines or penalties,
                           and (ii) the CRE Grant Deed and all amendments to the
                           Cadiz Deeds of Trust and CVDC Deeds of Trust required
                           to be delivered pursuant to this Section 5(A) of this
                           Agreement, each in form and substance satisfactory to
                           Lender  and as  executed  and ready for  recordation,
                           have been duly  delivered to Chicago Title  Insurance
                           Company.

                  (23)     the "Restructuring  Effective Date" as defined in the
                           Restated   Revolving   Credit  Agreement  shall  have
                           occurred.

         Each of the conditions set forth in this Section 5(A) shall be waivable
         by Lender in its sole and absolute discretion,  it being understood and
         agreed that any such  waiver  shall only be valid if made in writing by
         Lender.

         B.       CONDITIONS SUBSEQUENT(1) Not later than the December 22, 2003,
Borrowers shall cause the following conditions subsequent to be satisfied:

                  (a)      the  Lender  shall  have  received  a "date  down and
                           modification"  endorsement  to each of the  mortgagee
                           title insurance  policies


                                       24
<PAGE>


                           (collectively,  the "TITLE  POLICIES") issued for the
                           benefit of the Lender with respect to the Cadiz Deeds
                           of  Trust,  and  the  CVDC  Deeds  of  Trust,   which
                           endorsements shall (i) be issued by the Chicago Title
                           Insurance  Company  for the benefit of the Lender and
                           its   successors   and   assigns,   (ii)  insure  the
                           amendments  to the Cadiz  Deeds of Trust and the CVDC
                           Deeds of Trust  required to be delivered  pursuant to
                           Section  5  of  this   Agreement  and  the  continued
                           priority  of the  Cadiz  Deeds of Trust  and the CVDC
                           Deeds of Trust  granted to the Lender,  (iii) confirm
                           that all real  property  taxes  with  respect  to the
                           property  encumbered  by the Cadiz Deeds of Trust and
                           the CVDC  Deeds of Trust  have been paid prior to the
                           date of the  Title  Policies,  along  with any  fine,
                           penalty,  interest,  late  charge or similar  fine or
                           penalty  with  respect to the  payment of such taxes,
                           (iv) be otherwise in form and substance  satisfactory
                           to the Lender in its sole discretion;

                  (b)      all real property  taxes with respect to the property
                           encumbered  by the Cadiz  Deeds of Trust and the CVDC
                           Deeds of Trust  have been  paid  prior to the date of
                           the Title  Policies,  along  with any fine,  penalty,
                           interest, late charge or similar fine or penalty with
                           respect to the payment of such taxes, and

                  (c)      the  delivery  to the  Administrative  Agent  (or its
                           counsel) by each  Borrower of any Uniform  Commercial
                           Code financing  statements  covering all the security
                           interests  created by or  pursuant  to the Pledge and
                           Security  Agreements  in the ING  Collateral  pledged
                           pursuant thereto, as executed by each Borrower to the
                           Lender,  along  with such  financing  statements,  or
                           other  statements or documents to the same  purposes,
                           within  the  time  period   required   under  Section
                           5(A)(17) hereof.

         (2)      Any failure to satisfy the conditions  subsequent set forth in
                  Section  5(B)(1)(a) or (b) on or before  December 22, 2003, or
                  the condition  subsequent  set forth in Section  5(B)(1)(c) by
                  the  date  required  therein,  shall  constitute  an  Event of
                  Default.

         SECTION  6. COVENANTS

         A.       AFFIRMATIVE  COVENANTS.  Until the Term Loan Obligations shall
have been paid in full,  each Borrower  covenants and agrees with the Lenders to
each of the  affirmative  covenants  agreed  to by such  Borrower  set  forth in
Article V of the Restated Revolving Credit Agreement mutatis mutandi as if given
to the Lender  hereunder,  all of which shall apply and be  enforceable  for the
benefit of the Lender as if fully set forth  herein and made a part hereof as if
fully set forth herein.


                                       25
<PAGE>


         B.       NEGATIVE COVENANTS. Until the Term Loan Obligations shall have
been paid in full,  each Borrower  covenants and agrees with the Lenders to each
of the negative  covenants agreed to by such Borrower set forth in Article VI of
the  Restated  Revolving  Credit  Agreement  mutatis  mutandi as if given to the
Lender hereunder, all of which shall apply and be enforceable for the benefit of
the Lender as if fully set forth  herein and made a part  hereof as if fully set
forth herein.

         SECTION 7.  AMENDMENTS.  Subject to the  satisfaction of the conditions
precedent  specified in Section 5 hereof,  but  effective as of the date hereof,
the Credit Documents shall be amended as follows:

         A.       CERTAIN  MANDATORY   PREPAYMENTS   RELATING  TO,  INTER  ALIA,
METROPOLITAN  WATER  DISTRICT  PAYMENTS.  The  provisions and terms set forth in
Section  6(C) of the Fourth  Global  Amendment  Agreement  shall  cease to be in
effect as of the  Restructuring  Effective Date. On and after the  Restructuring
Effective Date, in addition to any other  prepayments  required under the Credit
Documents, prepayments of the Term Loan Obligations shall be required as follows
(any  prepayment of the Term Loan  Obligations  set forth in (a) and (b) of this
Subsection  shall be  effected  in each  case in the  manner  and to the  extent
specified in Subsection (3) of this Section 7(A)).

                  (1)      CERTAIN    MANDATORY     PREPAYMENTS    FOR    EQUITY
                           CONTRIBUTION.  Subject to Section  7(A)(2) below,  to
                           the  extent,  if any,  that either  Borrower  raises,
                           collects,  or  receives,  proceeds  from  any  Equity
                           Issuance  in  any  manner  after  the   Restructuring
                           Effective  Date,  then the Borrowers shall prepay the
                           Loan  Obligations in an aggregate amount equal to 35%
                           of such  cumulative  proceeds to prepay the  Lender's
                           outstanding   Loan   Obligations   (such   amount  of
                           proceeds,  the  "MANDATORY  EQUITY  PREPAYMENT")  (as
                           allocated  between the Revolving Loan Obligations and
                           the Term Loan  Obligations as determined by Lender in
                           its sole discretion);  PROVIDED, HOWEVER, that if and
                           to the  extent  that the  amount  of Cash in the Cash
                           Collateral  Account  is less  than the  Maximum  Cash
                           Collateral Amount, then such Borrower may deposit all
                           or a portion of the  Mandatory  Equity  Prepayment in
                           the  Cash  Collateral  Account  subject  to the  Cash
                           Collateral Account Agreement.

                  (2)      CASHLESS EQUITY ISSUANCES TO THIRD PARTIES.  If there
                           is  an  Equity   Issuance  after  the   Restructuring
                           Effective Date involving  Persons not affiliated with
                           the  Borrowers  or their  Affiliates  and who are not
                           "insiders"  (as defined in section 101 of title 11 of
                           the United  States  Code),  employee  or agent of any
                           such entities  under which there are no cash or other
                           liquid   proceeds   thereof   (a   "CASHLESS   EQUITY
                           ISSUANCE"),  then the Cadiz Borrower must provide all
                           holders of the Cadiz  Series F  Preferred  Stock with
                           anti-dilution  protections  as  provided in the Cadiz
                           Series  F  Preferred   Stock   Certificate   and  the
                           Preferred Stock Certificate of Designations.

                  (3)      APPLICATION.   Prepayments  to  the  Term  Loan  Loan
                           Obligations  described  in the above  subsections  of
                           Section  7(A)  and  allocated,   in  accordance  with


                                       26
<PAGE>


                           subsections  7(A)(1) for the  prepayment of Term Loan
                           Obligations,   shall  be  applied,   subject  to  the
                           allocation described in section 2.21 of the Revolving
                           Credit Agreement, in the following order:

                  (a)      then due and  payable  interest  and fees  under  the
                           Credit Documents; and

                  (b)      then the  principal  amounts  outstanding  under  the
                           Notes  (as  applied  to  each  of  the  Notes  in the
                           Lender's sole discretion); and

                  (c)      then  all  other  Term  Loan  Obligations  and  other
                           amounts due under the Revolving Loan Documents.

         (4)      For purposes of this Agreement,  the following term shall have
                  the following meaning:

                           "Equity Issuance" shall mean (a) any issuance or sale
                           by either of the Borrowers or any of their respective
                           Subsidiaries  after the Restructuring  Effective Date
                           of (i) any  capital  stock,  partnership  (limited or
                           general)  or  limited  liability  company  membership
                           interests  (certificated  or  otherwise),   (ii)  any
                           warrants or options exercisable in respect of capital
                           stock (other than any  warrants or options  issued to
                           directors,  officers or employees of the Borrowers or
                           any  of  their  Subsidiaries   pursuant  to  employee
                           benefit plans  established in the ordinary  course of
                           business and any capital stock of the Borrower issued
                           upon the  exercise  of such  warrants  or options) or
                           (iii) any other  security or instrument  representing
                           an equity  interest  (including  a limited or general
                           partnership or limited liability  company  membership
                           interest (certificated or otherwise) (or the right to
                           obtain any equity interest upon exercise, exchange or
                           conversion  thereof),  in either of the  Borrowers or
                           any of  their  respective  Subsidiaries,  or (b)  the
                           receipt by either Borrower or any of their respective
                           Subsidiaries  after the Restructuring  Effective Date
                           of any capital contribution (whether or not evidenced
                           by any equity  security  issued by the  recipient  of
                           such  contribution);  provided  that Equity  Issuance
                           shall not  include  (x) any such  issuance or sale by
                           any  Subsidiary  of either  Borrower to either of the
                           Borrower or any Subsidiary of the  Borrowers,  or (y)
                           any capital  contribution  by either  Borrower or any
                           Wholly  Owned  Subsidiary  of either  Borrower to any
                           Subsidiary of either Borrower.

         B.       JOINT  AND  SEVERAL  LIABILITY.  The  Loan  Obligations  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 each other Borrower, directly
and unconditionally liable to the Lender for all Term Loan Obligations and


                                       27
<PAGE>


shall have the obligations of co-maker with respect to the Loans,  the Notes and
the Loan  Obligations,  it being agreed that the advances to each Borrower inure
to the benefit of all Borrowers, and that the Lender is relying on the joint and
several  liability of the Borrowers as co-makers in extending and continuing the
extension  of  the  Term  Loan  Obligations  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, any Note or other Term Loan Obligation payable to the Lender, it
will forthwith pay the same, without notice or demand.

         C.       AMENDED  INTEREST  RATE.  Subject to the  satisfaction  of the
conditions precedent specified in Section 5 hereof, but effective as of the date
hereof, as set forth in the other Sixth Global Agreement  Documents,  the Lender
and the Borrowers have agreed to modify the interest rate with respect to all of
the Term Loan Obligations as follows:

                  (1)      Each Term Loan  Obligation  shall bear  interest at a
                           rate per annum equal to the Applicable  Interest Rate
                           for the Interest  Period in effect for such Term Loan
                           Obligation.  On the first Interest Payment Date after
                           the Restructuring Effective Date, the Borrowers shall
                           be obligated to pay (or satisfy) interest accruing on
                           the Loans from and after  September  30,  2003 though
                           such Interest Payment Date.

                  (2)      Notwithstanding  the foregoing,  if any principal of,
                           interest  on  any  Loan   Obligation  or  other  Loan
                           Obligation payable by the Borrowers  hereunder is not
                           paid  when due,  whether  at  stated  maturity,  upon
                           acceleration or otherwise,  such overdue amount shall
                           bear interest, after as well as before judgment, at a
                           rate per  annum  equal to (i) in the case of  overdue
                           principal  of any of the  Notes,  2%  plus  the  rate
                           otherwise applicable to such Notes as provided in the
                           preceding  paragraph  of this  Section or (ii) in the
                           case of any other amount, 2% plus the rate applicable
                           to  Notes  as  provided  in  subsection  (1) of  this
                           Section.

                  (3)      Accrued  interest on each Term Loan Obligation  shall
                           be payable in arrears on each  Interest  Payment Date
                           for such  Term  Loan  Obligation;  PROVIDED  that (i)
                           interest  accrued  pursuant to subsection (2) of this
                           Section  shall be  payable  on demand and (ii) in the
                           event of any  repayment  or  prepayment  of any Loan,
                           accrued  interest on the  principal  amount repaid or
                           prepaid   shall  be  payable  on  the  date  of  such
                           repayment or prepayment.

                  (4)      All interest hereunder shall be computed on the basis
                           of a year of 360 days,  and shall be payable  for the
                           actual  number of days elapsed  (including  the first
                           day but excluding the last day).

         D.       INTEREST RATE ELECTION. In its sole discretion, as provided in
this  section,  Borrowers  may elect to pay  accrued  interest on any Note on an
Interest  Payment  Date (or,  in the case of a  prepayment,  on the date of such
prepayment) for such Note either:  (A) at the PIK&Cash  Payment Rate through the
remittance of both (i) the Cash Portion, which is a payment


                                       28
<PAGE>


in Cash  corresponding  to an  interest  rate of 4% per annum  plus (ii) the PIK
Portion  corresponding  to an interest  rate of 8% per annum (such  election,  a
"PIK&CASH  PAYMENT  ELECTION");  or (B) at the Cash  Payment  Rate  through  the
remittance of the Cash Payment Amount,  which is a payment on Cash corresponding
to an interest rate of 8% (such election, a "CASH PAYMENT ELECTION").

                  (1)      To make a PIK&Cash Payment Election  pursuant to this
                           Section  7(D)  with  respect  to  any  Note  for  any
                           Interest Period (or, in the case of a prepayment,  on
                           the  date  of  such  prepayment,  the  portion  of an
                           Interest Period ending on the prepayment  date),  the
                           Borrowers shall notify the Lender of such election by
                           facsimile or telephone not later than 1:00 p.m.,  New
                           York time,  six (6) Business Days before the Interest
                           Payment  Date (or, in the case of a  prepayment,  six
                           (6) Business Days before the prepayment date) for the
                           current  Interest  Period  for  such  Borrowing  (the
                           "PIK&CASH   PAYMENT   ELECTION    DEADLINE").    Each
                           telephonic PIK&Cash Payment Election Request shall be
                           irrevocable  and shall be confirmed  promptly by hand
                           delivery or telecopy to the Administrative Agent of a
                           written  PIK&Cash  Payment Election Request in a form
                           approved  by the  Administrative  Agent and signed by
                           the Borrowers.

                  (2)      Each   telegraphic  and  written   PIK&Cash   Payment
                           Election   Request   shall   specify  the  Term  Loan
                           Obligation  to which such PIK&Cash  Payment  Election
                           Request applies;

                  (3)      Following  receipt  of a  PIK&Cash  Payment  Election
                           Request, (a) the Lender shall advise the Borrowers by
                           11 a.m., New York time, on the Interest  Payment Date
                           (or, in the case of a prepayment,  on the  prepayment
                           date)  relating  to such  PIK&Cash  Payment  Election
                           Request  of  the  details   thereof,   including  the
                           Lender's  determination  of the Cash Payment  Portion
                           and  the  PIK  Portion   (including  its  calculation
                           thereof) as  determined  pursuant to  Subsection  (6)
                           hereof,  and (b) within ten (10)  Business Days after
                           the PIK&Cash Payment Election Deadline, the Borrowers
                           shall   deliver   to  the   Lender   a  new  note  in
                           substantially  the form  hereof  for the PIK  Portion
                           relating to such PIK&Cash Payment  Election  Request,
                           provided,  however,  that the  failure to deliver any
                           such PIK Portion note shall not affect the Borrowers'
                           obligations  relating to the PIK Portion (or interest
                           thereon)  from and after the  Interest  Payment  Date
                           giving rise thereto.

                  (4)      Subject to Section  7(D)(6)  below,  if the Borrowers
                           fail to deliver a timely  PIK&Cash  Payment  Election
                           Request  with  respect  to  any  Note  prior  to  the
                           PIK&Cash  Payment  Election  Deadline for an Interest
                           Period and in accordance  with  requirements  of this
                           section,  then (i) the  Borrowers  shall be deemed to
                           have made the Cash Payment Election for that Note for
                           that


                                       29
<PAGE>


                           Interest Period and (ii) the Applicable Interest Rate
                           for that Note for that  Interest  Period shall be the
                           Cash Payment Rate.

                  (5)      Notwithstanding   any   other   provision   of   this
                           Agreement,  the  Borrowers  shall not be  entitled to
                           make the PIK&Cash Payment Election if a Default or an
                           Event  of  Default  has  occurred  and is  continuing
                           (unless  this  requirement  is waived by the Required
                           Lenders).  If the  Borrowers are not entitled to make
                           the PIK&Cash Payment Election for any Interest Period
                           with  respect  to any Note or Term  Loan  Obligation,
                           then the Interest Rate for that  Interest  Period for
                           such Note or Term Loan  Obligation  shall be the Cash
                           Payment Rate.

                  (6)      With  respect to any  Borrowing  for which a PIK&Cash
                           Payment  Election  has been made in  accordance  with
                           this  Section  7(D),  the PIK Portion  shall mean the
                           principal amount that has a value equal to the amount
                           of accrued  interest at the PIK Portion Rate for that
                           Term Loan  Obligation for the Interest Period (or, in
                           the case of a prepayment,  the portion of an Interest
                           Period ending on the  prepayment  date) for which the
                           PIK&Cash  Payment  Election  has been  made (the "PIK
                           PORTION").  The PIK Portion shall not be paid in cash
                           but shall automatically and without further action on
                           the part of any  party  be  added to the  outstanding
                           principal  amount of the Term Loan Obligations on the
                           Interest  Payment Date for such Interest  Period (or,
                           in  the  case  of a  prepayment,  the  portion  of an
                           Interest  Period ending on the  Prepayment  Date) and
                           shall be considered as  outstanding  principal  under
                           the Notes that shall accrue interest thereon from and
                           after such  Interest  Payment Date at the  Applicable
                           Interest Rate.

                  (7)      Further,  with respect to any  Borrowing  for which a
                           PIK&Cash Payment Election has been made in accordance
                           with this Section 7(D),  (1) interest shall accrue on
                           the Term Loan  Obligation  with  respect to such Note
                           for  such  Interest  Period  (or,  in the  case  of a
                           prepayment,  the  portion  of  such  Interest  Period
                           ending on the repayment date) at the PIK&Cash Payment
                           Rate,  and (2) the Cash Portion shall mean the amount
                           of accrued interest at the Cash Portion Rate for that
                           Obligation  for the Interest  Period (or, in the case
                           of a  prepayment,  the portion of an Interest  Period
                           ending on the Prepayment Date) for which the PIK&Cash
                           Payment  Election has been made (the "CASH PORTION").
                           The Cash  Portion  shall be  payable  in  immediately
                           available funds on the Interest Payment Date for such
                           Interest Period (or, in the case of a prepayment, the
                           portion  of  an   Interest   Period   ending  on  the
                           Prepayment Date).

                  (8)      With respect to any Term Loan  Obligation for which a
                           Cash  Payment  Election  has been made in  accordance
                           with this Section 7(D),  (1) interest shall accrue on
                           the Term Loan  Obligation  with  respect to such Term
                           Loan  Obligation for such Interest Period (or, in the
                           case of a prepayment, the


                                       30
<PAGE>


                           portion  of  such  Interest   Period  ending  on  the
                           Prepayment  Date) at the Cash Payment  Rate,  and (2)
                           the Cash  Payment  Amount  shall  mean the  amount of
                           accrued  interest at the Cash  Payment  Rate for that
                           Borrowing for the Interest Period (or, in the case of
                           a prepayment  under Section  7(A),  the portion of an
                           Interest  Period ending on the  Prepayment  Date) for
                           which the Cash  Payment  Election  has been made (the
                           "CASH PAYMENT AMOUNT"). The Cash Payment Amount shall
                           be  payable  in  immediately  available  funds on the
                           Interest  Payment Date for such Interest  Period (or,
                           in the case of a prepayment  under Section 7(A),  the
                           portion  of  an   Interest   Period   ending  on  the
                           Prepayment  Date) in  accordance  with  section  7(N)
                           hereof.

         E.       REDUCTION IN PRINCIPAL AMOUNT OF THE L/C LOAN; ADJUSTMENTS. On
the  Restructuring  Effective  Date,  the parties  agree that  principal  amount
outstanding on the L/C Loan shall be reduced by $95,068.21 (from  $719,494.90 to
$624,426.69. After giving effect to this cancellation of debt, the parties agree
that the principal  amount  outstanding  on the Term Notes shall be equal to the
sum of  $10,000,000.  In  addition,  Borrowers  covenant  and agree  that on the
Restructuring   Effective  Date  any  Past  Due  Expense   Deficiency  shall  be
capitalized and included as part of the principal  outstanding under the Tranche
A Notes (as defined in the Revolving Credit Agreement).


         F.       NO REDUCTION IN OBLIGATIONS. Except to the extent specifically
provided in 7(E) above,  no payment or payments  made by any of the Borrowers or
any other  Person or received or collected  by the  Administrative  Agent or any
Lender from any of the  Borrowers or any other Person by virtue of any action or
proceeding or any setoff or  appropriation  or  application  at any time or from
time to time in  reduction  of or in  payment of the Loan  Obligations  shall be
deemed to modify,  reduce,  release or  otherwise  affect the  liability of each
Borrower  under  this  Agreement,   which  shall  remain  liable  for  the  Loan
Obligations  until the Loan Obligations are paid in full and the Commitments are
terminated.

         G.       OBLIGATIONS  ABSOLUTE.  Each  Borrower  agrees  that  the Loan
Obligations  will be paid  strictly in  accordance  with the terms of the Credit
Documents, regardless of any law, regulation or order now or hereafter in effect
in  any  jurisdiction  affecting  any  of  such  terms  or  the  rights  of  the
Administrative  Agent or any Lender with respect  thereto.  All Loan Obligations
shall be  conclusively  presumed to have been  created in reliance  hereon.  The
liabilities   under  this   Agreement   shall  be  absolute  and   unconditional
irrespective  of:  (a) any lack of  validity  or  enforceability  of any  Credit
Documents or any other agreement or instrument relating thereto;  (b) any change
in the time, manner or place of payments of, or in any other term of, all or any
part of the Loan  Obligations,  or any other  amendment or waiver thereof or any
consent to departure  therefrom,  including any increase in the Loan Obligations
resulting from the extension of additional  credit to any Borrower or otherwise;
(c) any taking,  exchange,  release or non-perfection of any collateral,  or any
release or amendment or waiver of or consent to departure  from any guaranty for
all or any of the Loan Obligations; (d) any change, restructuring or termination
of the  corporate  structure  or  existence  of any  Borrower;  or (e) any other
circumstance  which might  otherwise  constitute  a defense  available  to, or a
discharge of, any


                                       31
<PAGE>


Borrower. This Agreement shall continue to be effective or be reinstated, as the
case may be,  if at any  time any  payment  of any of the  Loan  Obligations  is
rescinded  or must  otherwise  be  returned by the  Administrative  Agent or any
Lender  upon  the  insolvency,  bankruptcy  or  reorganization  of any  Borrower
otherwise, all as though such payment had not been made.

         H.       WAIVER OF SURETYSHIP  DEFENSES.  Each Borrower agrees that the
joint and several liability of the Borrowers  provided for in Section 7(B) shall
not be  impaired  or  affected by any  modification,  supplement,  extension  or
amendment  of any  contract  or  agreement  to which  the  other  Borrowers  may
hereafter  agree  (other  than an  agreement  signed by the Lender  specifically
releasing  such  liability),  nor by any  delay,  extension  of  time,  renewal,
compromise or other indulgence  granted by the Lender with respect to any of the
Loan Obligations,  nor by any other agreements or arrangements whatever with the
other  Borrowers or with anyone else, each Borrower hereby waiving all notice of
such delay,  extension,  release,  substitution,  renewal,  compromise  or other
indulgence,  and hereby  consenting to be bound thereby as fully and effectually
as if it had expressly agreed thereto in advance. The liability of each Borrower
is  direct  and  unconditional  as to all of the  Loan  Obligations,  and may be
enforced without requiring the Lender first to resort to any other right, remedy
or security. Each Borrower hereby expressly waives promptness, diligence, notice
of acceptance and any other notice (except to the extent expressly  provided for
herein or in another Loan Document) with respect to any of the Loan Obligations,
the Notes,  this Agreement or any other Loan Document and any  requirement  that
the Lender protect,  secure,  perfect or insure any Lien or any property subject
thereto or exhaust  any right or take any action  against  any  Borrower  or any
other Person or any collateral.

         I.       PAYMENTS  RECEIVED ON ACCOUNT OF ANY OF  BORROWERS'  ASSETS OR
PROPERTY RIGHTS. In addition to any other prepayment  requirements  contained in
the Credit  Documents and the Revolving  Loan  Documents,  each Borrower  hereby
covenants  and agrees  that it shall remit  directly  to Lender all  payments or
proceeds  that such  Borrower  receives (or obtains the benefit of) with respect
to, on account of, or related to such Borrower's assets or rights to assets as a
mandatory  repayments  of the  Term  Loan  Obligations  and the  Revolving  Loan
Obligations,  which  repayments  shall be applied in order,  and  subject to the
limitations,  contained  in  Section  7(N) of the Term  Sixth  Global  Amendment
Agreement.

         J.       AMENDED  MATURITY  DATE.  Subject to the  satisfaction  of the
conditions precedent specified in Section 5 hereof, but effective as of the date
hereof, as set forth in the other Sixth Global Agreement  Documents,  the Lender
and the Borrowers have agreed to modify the Credit Documents to provide that all
accrued  and unpaid  interest  and all then  unpaid  principal  on the Term Loan
Obligations shall be due and payable on the Maturity Date.

                  Extension  of  Maturity  Date  upon  Satisfaction  of  Certain
                  Conditions:

                  (1)      THE  FIRST  EXTENSION.   If  each  of  the  following
                           conditions  are satisfied  (collectively,  the "FIRST
                           EXTENSION REQUIREMENTS"): (i) the Borrowers have paid
                           and  satisfied  to the  Administrative  Agent and the
                           Lenders all Loan Obligations,  including all interest
                           due on or before the Interest Payment Date that falls
                           on  the  original   Maturity   Date,   but  excluding
                           principal  payments,  (ii) no  Defaults  or Events of
                           Default have  occurred and are


                                       32
<PAGE>


                           continuing  as of the original  Maturity Date (unless
                           such  Default or Event of Default  has been waived in
                           writing by the Administrative Agent), and (iii) after
                           the  payment  of the  interest  due  on the  Interest
                           Payment  Date that falls on the  Maturity  Date,  the
                           amount  in the Cash  Collateral  Account  is at least
                           equal  to  4.0%  of the  then  outstanding  principal
                           amount  of  Loan  Obligations   (including  both  the
                           Revolving   Loan   Obligations   and  the  Term  Loan
                           Obligations);   then  the  Maturity   Date  shall  be
                           extended from March 31, 2005 to September 30, 2005.

                  (2)      THE  SECOND  EXTENSION.  If  each  of  the  following
                           conditions are satisfied  (collectively,  the "SECOND
                           EXTENSION  REQUIREMENTS"):  (i) the Maturity Date has
                           been  extended  to  September  30,  2005  pursuant to
                           Section  7(J)(1),  (ii) the  Borrowers  have paid and
                           satisfied to the Administrative Agent and the Lenders
                           all Loan  Obligations,  including all interest due on
                           or before the Interest Payment Date that falls on the
                           Maturity Date as extended under Section 7(J)(1),  but
                           excluding  principal  payments,  (ii) no  Defaults or
                           Events of Default have occurred and are continuing as
                           of such  extended  Maturity Date (unless such Default
                           or Event of Default has been waived in writing by the
                           Administrative Agent), and (iii) after the payment of
                           the interest  due on the  Interest  Payment Date that
                           falls on such extended  Maturity  Date, the amount in
                           the Cash Collateral Account is at least equal to 4.0%
                           of the  then  outstanding  principal  amount  of Loan
                           Obligations   (including   both  the  Revolving  Loan
                           Obligations and the Term Loan Obligations);  then the
                           Maturity   Date  shall  be  further   extended   from
                           September 30, 2005 to March 31, 2006.

                  (3)      THE  THIRD  EXTENSION.   If  each  of  the  following
                           conditions  are satisfied  (collectively,  the "THIRD
                           EXTENSION  REQUIREMENTS"):  (i) the Maturity Date has
                           been  extended to March 31, 2006  pursuant to Section
                           7(J)(2)),  (ii) the Borrowers have paid and satisfied
                           to the Administrative  Agent and the Lenders all Loan
                           Obligations,  including all interest due on or before
                           the Interest  Payment Date that falls on the Maturity
                           Date as extended under Section  7(J)(b)(2) above, but
                           excluding  principal  payments,  (ii) no  Defaults or
                           Events of Default have occurred and are continuing as
                           of such  extended  Maturity Date (unless such Default
                           or Event of Default has been waived in writing by the
                           Administrative Agent), and (iii) after the payment of
                           the interest  due on the  Interest  Payment Date that
                           falls on the Maturity Date as extended under 7(J)(2),
                           the amount in the Cash Collateral Account is at least
                           equal to 4.0% of then outstanding principal amount of
                           outstanding  Loan  Obligations  (including  both  the
                           Revolving   Loan   Obligations   and  the  Term  Loan
                           Obligations)  as of such date; then the Maturity Date
                           shall be  further  extended  from  March 31,  2006 to
                           September 30, 2006.


                                       33
<PAGE>


         K.       ASSIGNMENTS;   PARTICIPATIONS.   The   Lender  may  assign  or
participate  all or a portion of the Lender's  Term Loans to any other person or
entity in the same manner, and in accordance with the same terms and procedures,
as set forth in the Revolving Credit Agreement.

         L.       EVENTS OF DEFAULT.  If any of the following events ("EVENTS OF
DEFAULT") shall occur:

                  (1)      Any Event of Default that exists under the  Revolving
                           Loan Documents;

                  (2)      Borrowers  shall  fail to pay any  principal  of,  or
                           interest on, any Term Loan  Obligations or any fee or
                           any other amount  payable under this Agreement or any
                           other  Credit  Document  when and as the  same  shall
                           become  due and  payable,  whether  at the  due  date
                           thereof or at a date fixed for prepayment  thereof or
                           otherwise;

                  (3)      any representation or warranty made or deemed made by
                           or on behalf of the either Borrower or any Subsidiary
                           in or in connection  with this Agreement or any other
                           Credit  Document  or any  amendment  or  modification
                           hereof  or  waiver  hereunder,   or  in  any  report,
                           certificate,  financial  statement or other  document
                           furnished  pursuant  to or in  connection  with  this
                           Agreement  or  any  other  Credit   Document  or  any
                           amendment or modification hereof or waiver hereunder,
                           shall prove to have been  incorrect  in any  material
                           respect when made or deemed made;

                  (4)      either  Borrower shall fail to observe or perform any
                           covenant,   condition  or   agreement   contained  in
                           Sections 5.02 or 5.03 of the Revolving  Credit Credit
                           (as made applicable to this Agreement by Section 6(A)
                           hereof) (with respect to the Borrower's existence) or
                           in Article VI of the Revolving Credit Credit (as made
                           applicable to this Agreement by Section 6(A) hereof);
                           PROVIDED,  HOWEVER,  that  with  respect  to any such
                           default of Cadiz,  such default  could  reasonably be
                           expected to result in a Material Adverse Effect;

                  (5)      either  Borrower shall fail to observe or perform any
                           covenant,  condition or  agreement  contained in this
                           Agreement  (other than those  specified in subclauses
                           (L)((1),  (2) or (3) above,  and such  failure  shall
                           continue  unremedied  for a period  of 30 days  after
                           notice thereof from the  Administrative  Agent to the
                           Borrower  (which  notice will be given at the request
                           of any Lender), provided,  however, that with respect
                           to any  such  default  of the  Cadiz  Borrower,  such
                           default  could  reasonably be expected to result in a
                           Material Adverse Effect;

                  (6)      Any  material  default  of the terms of Sixth  Global
                           Amendment   Agreement   or  the  other  Sixth  Global
                           Amendment Documents.


                                       34
<PAGE>


         M.       RIGHTS AND REMEDIES  FOR ANY EVENT OF DEFAULT.  In addition to
the rights and remedies set forth in the Credit Documents,  upon the occurrence,
and during the continuation,  of an Event of Default,  the Lender may do any one
or more of the following:

                  (1)      by notice to the  Borrowers  declare all of the Cadiz
                           Indebtedness and CVDC  Indebtedness to be immediately
                           due and payable;

                  (2)      settle or adjust  disputes and claims  directly  with
                           account  debtors for amounts and upon terms which the
                           Lender  considers  advisable,  and in such cases, the
                           Lender will credit  Borrowers'  account with only the
                           net amounts received by the Lender in payment of such
                           disputed accounts after deducting all amounts payable
                           by or to the  Lender  hereunder  or under  any of the
                           other Credit Documents in connection therewith;

                  (3)      without  notice to or demand  upon  either  Borrower,
                           make such  payments  and do such  acts as the  Lender
                           considers  necessary or reasonable in its  reasonable
                           discretion  to protect its security  interests in its
                           collateral  agrees to assemble the collateral  (other
                           than the real  property)  if the Lender so  requires,
                           and to make the collateral available to the Lender at
                           a place  that  the  Lender  may  designate  which  is
                           reasonably  convenient  to  both  parties.  Borrowers
                           authorize the Lender to enter the premises  where any
                           of its  collateral  is located,  to take and maintain
                           possession of the collateral,  or any part of it, and
                           to pay,  purchase,  contest,  or compromise  any Lien
                           that  in  the  Lender's   determination   appears  to
                           conflict   with  the   Lender's   Liens  as  provided
                           hereunder or under any of the Credit Documents and to
                           pay all  reasonable  expenses  incurred in connection
                           therewith and to charge Borrowers'  account therefor.
                           With  respect  to any of  each  Borrower's  owned  or
                           leased premises, each such Borrower hereby grants the
                           Lender a license  to enter  into  possession  of such
                           premises and to occupy the same,  without charge,  in
                           order  to  exercise  any of the  Lender's  rights  or
                           remedies  provided  herein,  under any  other  Credit
                           Document, at law, in equity, or otherwise;

                  (4)      without  notice  to  either  of the  Borrowers  (such
                           notice   being   expressly   waived),   and   without
                           constituting   a  retention  of  any   collateral  in
                           satisfaction of an obligation  (within the meaning of
                           the Uniform  Commericial  Code), set off and apply to
                           the Cadiz  Indebtedness and CVDC Indebtedness any and
                           all (a) balances and deposits of the Borrower held by
                           the Lender  (including  any  amounts  received in any
                           cash management account),  or (b) any indebtedness at
                           any time owing to or for the credit or the account of
                           either of the Borrowers by the Lender;

                  (5)      to the  extent  of the  Cadiz  Indebtedness  and CVDC
                           Indebtedness which have become due and payable, hold,
                           as cash collateral, any and all balances and deposits
                           of  Borrowers  held by the  Lender,  and any  amounts


                                       35
<PAGE>


                           received in any cash management  accounts,  to secure
                           the  full and  final  repayment  of all of the  Cadiz
                           Indebtedness and CVDC Indebtedness;

                  (6)      ship,  reclaim,  recover,  store,  finish,  maintain,
                           repair,  prepare for sale,  advertise  for sale,  and
                           sell  (in  the  manner   provided   for  herein)  the
                           collateral  held by the Lender.  The Lender is hereby
                           granted  a  license  or other  right to use,  without
                           charge, each Borrower's labels, patents,  copyrights,
                           trade  secrets,  trade  names,  trademarks,   service
                           marks, and advertising  matter,  or any property of a
                           similar nature, as it pertains to such collateral, in
                           completing  production of,  advertising for sale, and
                           selling any  collateral  and each  Borrower's  rights
                           under all licenses and all franchise agreements shall
                           inure to the Lender's benefit;

                  (7)      sell any of the  collateral  at  either  a public  or
                           private  sale,  or  both,  by  way  of  one  or  more
                           contracts or  transactions,  for cash or on terms, in
                           such  manner  and at such  places  (including  any of
                           either Borrower's  premises) as the Lender determines
                           is commercially reasonable.  It is not necessary that
                           any collateral be present at any such sale;

                  (8)      the Lender  shall give notice of the  disposition  of
                           the  collateral  as  follows:  (A) Lender  shall give
                           Borrowers  a notice in  writing of the time and place
                           of public sale,  or, if the sale is a private sale or
                           some other disposition other than a public sale is to
                           be made  of such  collateral,  the  time on or  after
                           which the private sale or other  disposition is to be
                           made;   and  (B)  the  notice  shall  be   personally
                           delivered,  or mailed,  postage prepaid, to Borrowers
                           as  provided  in Section 12 hereof,  at least 10 days
                           (or, in the case of a mailed notice,  13 days) before
                           the  earliest  time of  disposition  set forth in the
                           notice;  no  notice  needs to be  given  prior to the
                           disposition of any portion of the collateral  that is
                           perishable or threatens to decline  speedily in value
                           or that is of a type customarily sold on a recognized
                           market;

                  (9)      the Lender may credit bid and  purchase at any public
                           sale;

                  (10)     the Lender may seek the  appointment of a receiver or
                           keeper to take  possession  of all or any  portion of
                           the collateral or to operate same and, to the maximum
                           extent  permitted by law, may seek the appointment of
                           such a receiver  without the requirement of a hearing
                           upon  five  (5)  business  days  written   notice  to
                           Borrowers;

                  (11)     the Lender  shall have all other  rights and remedies
                           available  at law or in  equity  or  pursuant  to any
                           other Credit Document;

                  (12)     any deficiency  that exists after  disposition of the
                           collateral as provided above will be paid immediately
                           by the Borrowers. Any excess will be


                                       36
<PAGE>


                           returned,  without interest and subject to the rights
                           of third Persons, by the Lender to Borrowers; and

                  (13)     (a) the Lender  shall  have the right to receive  any
                           and all cash dividends paid in respect of any pledged
                           equity interests and make application  thereof to the
                           obligations in such order as it may determine and (b)
                           at the  request  of the  Lender,  all  shares  of the
                           pledged collateral shall be registered in the name of
                           the  Lender  or its  nominee,  and the  Lender or its
                           nominee  may  thereafter  exercise  (i)  all  voting,
                           corporate or other rights  pertaining  to such shares
                           of any pledged  stock at any meeting of  shareholders
                           of any of the issuers or otherwise;  and (ii) any and
                           all rights of conversion,  exchange, subscription and
                           any other rights, privileges or options pertaining to
                           such shares of any pledged equity  interests as if it
                           were the absolute owner thereof  (including,  without
                           limitation,  the right to exchange at its  discretion
                           any and all of the pledged equity  interests upon the
                           merger,        consolidation,         reorganization,
                           recapitalization  or other fundamental  change in the
                           corporate  structure of any of such issuers,  or upon
                           the  exercise by the  Borrowers  or the Lender of any
                           right,  privilege or option pertaining to such shares
                           of the pledged  equity  interests,  and in connection
                           therewith,  the right to deposit  and deliver any and
                           all  of  the  pledged   equity   interests  with  any
                           committee,  depository,  transfer agent, registrar or
                           other   designated   agency   upon  such   terms  and
                           conditions   as  it  may   determine),   all  without
                           liability  except to account  for  property  actually
                           received by it, but the Lender  shall have no duty to
                           exercise  any such  right,  privilege  or option  and
                           shall not be responsible  for any failure to do so or
                           delay in so doing.

The rights and  remedies of the Lender  under this  Agreement,  the other Credit
Documents,  and all other agreements shall be cumulative.  The Lender shall have
all other rights and remedies not  inconsistent  herewith as provided  under the
Uniform  Commercial Code, by law, or in equity. No exercise by the Lender of one
right or remedy shall be deemed an election,  and no waiver by the Lender of any
Event of Default or  Additional  Event of Default  shall be deemed a  continuing
waiver.  No  delay  by the  Lender  shall  constitute  a  waiver,  election,  or
acquiescence  by it.  Except  as  expressly  provided  above  in  this  Section,
presentment, demand, protest, notice of intent to accelerate the maturity of the
Loan  Obligations,   notice  of  acceleration  of  the  maturity  of  the  Cadiz
Indebtedness and CVDC  Indebtedness and all other notices of any kind are hereby
expressly waived. The rights of the Lender hereunder shall not be conditioned or
contingent  upon the  pursuit by the Lender of any right or remedy  against  the
Borrowers or against any other  Person which may be or become  liable in respect
of all or any part of the Cadiz  Indebtedness  and CVDC  Indebtedness or against
any other collateral  security  therefor,  guarantee  thereof or right of offset
with respect thereto.  The Lender shall not be liable for any failure to demand,
collect or realize upon all or any part of any collateral held on account of the
Cadiz Indebtedness and CVDC Indebtedness or for any delay in doing so, nor shall
it be under any obligation to sell or otherwise  dispose of any such  collateral
upon the  request  of the  Borrowers  or any  other  Person or to take any other
action whatsoever with regard to such collateral or any part thereof.


                                       37
<PAGE>


         N.       PAYMENTS  RECEIVED  ON  ACCOUNT  OF ANY OF  EITHER  BORROWER'S
ASSETS OR PROPERTY  RIGHTS.  In addition  to any other  prepayment  requirements
contained  in the  Credit  Documents  and the  Revolving  Loan  Documents,  each
Borrower hereby  covenants and agrees that it shall remit directly to Lender all
payments or proceeds  that such  Borrower  receives  (or obtains the benefit of)
with respect to, on account of, or related to such  Borrower's  assets or rights
to assets as a  mandatory  repayments  of the of Term Loan  Obligations  and the
Revolving Loan  Obligations,  which repayments shall be applied in the following
order:

                           (A)      then due and  payable  interest  under,  the
                                    Revolving Loan Obligations;

                           (B)      the principal amounts outstanding under, the
                                    Revolving Loan Obligations;

                           (C)      then  due  and   payable   interest  in  the
                                    following  order, (i) the L/C Loan, (ii) the
                                    1995 Loan, (iii) the CVDC Loan, and (iv) the
                                    Cadiz Loan;

                           (D)      the principal amounts  outstanding under, in
                                    the following  order, (i) the L/C Loan, (ii)
                                    the 1995 Loan, (iii) the CVDC Loan, and (iv)
                                    the Cadiz Loan;

                           (E)      then all other  Revolving  Loan  Obligations
                                    and other  amounts  due under the  Revolving
                                    Loan Documents; and

                           (F)      then all  other  Term Loan  Obligations  and
                                    other   amounts   due   under   the   Credit
                                    Documents.

Amounts  so  prepaid  in  respect  of the  Revolving  Loans (as  defined  in the
Revolving  Loan  Agreement) may not be  reborrowed.  Any such  prepayment of the
Revolving  Loans shall  permanently  reduce the  Commitments  (as defined in the
Revolving Loan Agreement).

         O.       CERTAIN COVENANTS REGARDING EXPRESSIONS OF INTEREST. Until all
principal of and interest on each Loan Obligation and all fees payable hereunder
shall have been paid in full, each Borrower covenants and agrees with the Lender
that each Borrower shall promptly  provide the Lender with written  notification
of any offers or written  indications of interest  concerning or relating to the
purchase,  directly or indirectly, of any of the Collateral or any of Borrowers'
businesses as soon as practicable with all relevant  information  concerning any
such offer or indication of interest.

         SECTION 8. REGISTRATION AND INVESTOR RIGHTS.

                  Cadiz hereby  agrees that all common  stock of Cadiz,  each of
the Warrant Certificates and the Revolving Warrants,  the Preferred  Certificate
of Designation and their respective  underlying shares issued at any time, along
with all  Common  Stock  of the  Cadiz  Borrower  issued  at any  time  upon the
conversion of the any Cadiz Series F Preferred Stock, in


                                       38
<PAGE>


each  case,  whether  before or after the date  hereof,  under any of the Credit
Documents,  the Sixth Global Amendment Agreement, the Sixth Agreement Documents,
the Revolving Loan Documents shall be accorded the registration  rights by Cadiz
as set forth in, as the case may be, the Registration Rights Agreement.

         SECTION 9. GENERAL RELEASE.

                  In consideration of the amendments, waivers, consents, and the
other  terms  and  provisions  of this  Agreement  and the  other  Sixth  Global
Agreement Documents, each Borrower, on behalf of itself, its agents, successors,
assigns, subsidiaries,  partners and Affiliates hereby fully release and forever
discharge Lender and Lender's agents, consultants,  heirs, successors,  assigns,
Affiliates, directors, officers, employees, shareholders,  executives, servants,
attorneys, accountants, representatives and other related persons (collectively,
the  "RELEASED  PARTIES")  from any and all rights,  claims,  demands,  actions,
causes of action,  costs,  losses,  suits,  liens,  debts,  damages,  judgments,
executions and demands of every nature, kind and description whatsoever, whether
now known or unknown, either at law, in equity or otherwise, which Cadiz, in its
own  capacity  and as  successor  by  merger  to CVDC,  or any of their  agents,
successors,  assigns,  subsidiaries,  partners and/or Affiliates ever had or may
have  against  Lender  or  the  other  Released  Parties,   including,   without
limitation,  all claims arising under or in connection with the Cadiz Loan, CVDC
Loan, Reimbursement Agreement, 1995 Loan, the Security Documents, the Guarantee,
and/or the other Credit Documents and/or in connection with the dealings between
the parties up to and including the closing of the transactions  contemplated in
this  Agreement  and all claims  which have arisen or may arise in any other way
whatsoever;  provided that nothing  herein shall be deemed to release  Lender or
any other Released Party from any liability or obligations arising in connection
with facts or  circumstances  which  occur or arise for the first time after the
Effective Date of the transaction contemplated by this Agreement.

                  It is further understood and agreed that the foregoing general
release  extends  to all  claims of every  kind and  nature  whatsoever,  known,
suspected or unsuspected,  liquidated or contingent, foreseen or unforeseen, and
Cadiz,  on behalf  of  itself  and as  successor  by  merger to CVDC,  and their
respective agents, successors,  assigns,  subsidiaries,  partners and Affiliates
hereby waive all rights under Section 1542 of the California Civil Code. Section
1542 of the California Civil Code provides as follows:

                  "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS  WHICH
                  THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
                  FAVOR AT THE TIME OF EXECUTING THE RELEASE,  WHICH IF
                  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED  HIS
                  SETTLEMENT WITH DEBTOR."

         SECTION 10. WAIVER OF ANTI-DEFICIENCY PROTECTION.

                  Cadiz  hereby  waives,  as to this  Agreement  and any and all
Credit Documents heretofore executed in connection with the Cadiz Loan, the CVDC
Loan, the Guarantee, the


                                  39
<PAGE>


Reimbursement  Agreement,  the 1995 Loan, and/or the Security Documents, and any
and all the Sixth Global Agreement Documents,  any defense,  protection or right
under:

                  (a)      California  Code of Civil  Procedure  ("CCP") Section
                           580(d)  concerning  the bar  against  rendition  of a
                           deficiency  judgment after  foreclosure under a power
                           of sale;

                  (b)      CCP Section 580(a)  purporting to limit the amount of
                           a deficiency judgment which may be obtained following
                           exercise  of a power of sale  under a deed of  trust;
                           and

                  (c)      CCP Section 726 concerning  exhaustion of collateral,
                           the form of foreclosure  proceedings  with respect to
                           real  property  security  located in  California  and
                           otherwise   limiting   the  amount  of  a  deficiency
                           judgment which may be recovered following  completion
                           of judicial  foreclosure  by  reference  to the "fair
                           value" of the foreclosed collateral.

         SECTION 11. ADVICE OF COUNSEL.

                  Each of the parties acknowledges that it has entered into this
Agreement and the other Sixth Global Agreement Documents voluntarily and that it
has had the full  opportunity  to obtain  and  consult  with  counsel of its own
choice to advise it in the negotiations for, and in execution of, this Agreement
and the documents to be executed  pursuant  hereto.  Each of the parties further
acknowledges  that it has read  this  Agreement,  that it is fully  aware of the
contents of this  Agreement and the other Sixth Global  Agreement  Documents and
their legal effect and that it has not relied upon any advice, representation or
warranty of any kind whatsoever from the other party or its counsel.

         SECTION 12. NOTICES.

                  All  notices,   elections,   consents,   approvals,   demands,
objections,  requests or other  communications which the parties may be required
or desire to give pursuant to, under, or by virtue of this Agreement,  the other
Sixth Global Agreement Documents,  or in the Credit Documents must be in writing
and sent by (a) personal delivery,  (b) overnight courier service, (c) certified
mail,  return  receipt  requested,  postage  prepaid,  or (d)  telecopy or other
facsimile  transmission  (provided  that if sent by telecopy or other  facsimile
transmission,  such must also sent by express mail or courier (for next business
day delivery)), addressed as follows:


                                       40
<PAGE>


                  if to either of the Borrowers, to it at:

                           Cadiz Inc.
                           Attn:  Chief Financial Officer
                           777 S.  Figueroa Street
                           Suite 4250
                           Los Angeles, California 90017
                           Telephone No.:   213-271-1600
                           Facsimile No.:   213 271-1614

                  with a copy to:

                           Howard Unterberger, Esq.
                           Miller & Holguin
                           1801 Century Park East
                           Seventh Floor
                           Los Angeles, CA 90067
                           Telephone No.:   310-556-1990
                           Facsimile No.:   310-557-2205

                  if to the Lender, to it at:

                           ING Capital, LLC
                           1325 Avenue of the Americas
                           New York, New York  10019
                           Attention: Joan Chiappe, Vice President, Pam Kaye and
                           Annette Miller-Lewis and Norma Cruz
                           Reference:  Cadiz
                           Telephone No.:   646-424-6000
                           Facsimile No.:   646- 424 8260

                  with a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, New York 10038
                           Attention: Michael J. Edelman, Esq.
                           Telephone No.:   212-504-6000
                           Facsimile No.:   212-504-6666

The parties may  designate  another  addressee or change its address for notices
and other communications hereunder by a notice given to the other parties in the
manner  provided  in this  paragraph.  A notice or other  communication  sent in
compliance  with the  provisions  of this  paragraph  shall be deemed  given and
received on the date it is delivered  to the other party by  telecopy,  personal
delivery,  overnight  courier  service,  or certified  mail.


                                       41
<PAGE>


         SECTION 13. CREDIT DOCUMENTS REMAIN BINDING EXCEPT AS EXPRESSLY AMENDED
OR MODIFIED BY SIXTH GLOBAL AGREEMENT DOCUMENTS.

                  Except as specifically and expressly provided herein and/or in
the other Sixth Global  Agreement  Documents,  the Credit Documents shall remain
unchanged and in full force and effect.  Without limiting the obligations of the
Borrowers  under any of the Credit  Documents,  as  amended by the Sixth  Global
Agreement  Documents,  each Borrower,  jointly and  severally,  agrees to pay or
reimburse  the  Lender  on demand  for all  reasonable  out-of-pocket  costs and
expenses of the Lender (including,  without limitation,  the reasonable fees and
expenses  of  counsel  to  the  Lender)  in  connection  with  the  negotiation,
preparation,  execution  and  delivery of this  Agreement  and the Sixth  Global
Agreement Documents.

         SECTION 14. GOVERNING LAW; DISPUTE RESOLUTION.

         A.       THIS  AGREEMENT,  THE RIGHTS AND  OBLIGATIONS  OF THE  PARTIES
UNDER THIS AGREEMENT,  AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY),  INCLUDING ALL
MATTERS OF  CONSTRUCTION,  VALIDITY  AND  PERFORMANCE,  SHALL IN ALL RESPECTS BE
GOVERNED BY AND  INTERPRETED,  CONSTRUED AND DETERMINED IN ACCORDANCE  WITH, THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PROVISION  THAT  WOULD  REQUIRE  THE   APPLICATION  OF  THE  LAW  OF  ANY  OTHER
JURISDICTION).

         B.       Each of the  Borrowers and the Lender submit to and accept the
exclusive jurisdiction of any United States federal court sitting in the Central
District of California or any other court of appropriate jurisdiction sitting in
the County of Los Angeles,  City of Los Angeles with respect to any action, suit
or proceeding arising out of or based upon this Agreement or any matter relating
hereto and waives any  objection  it may have to the laying of venue in any such
court or that  such  court is an  inconvenient  forum or does not have  personal
jurisdiction over it. Each of the Borrowers and the Lender agree that service of
process in any such action,  suit or  proceeding  may be validly made upon it by
certified or registered U.S. Mail, postage prepaid,  to the address set forth in
Section 11. Each of the parties  hereto waives any right it may have to trial by
jury in any proceeding  arising out of this Agreement.  The Parties  irrevocably
agree that,  should either Party institute any legal action or proceeding in any
jurisdiction  (whether  for an  injunction,  specific  performance,  damages  or
otherwise) in relation to this Agreement, no immunity (to the extent that it may
at any time exist, whether on the grounds of sovereignty or otherwise) from such
action or proceeding shall be claimed by it or on its behalf,  any such immunity
being hereby  irrevocably  waived, and each Party irrevocably agrees that it and
its assets are,  and shall be,  subject to such legal  action or  proceeding  in
respect of its obligations under this Agreement.


                                       42
<PAGE>


         SECTION 15. METHOD OF PAYMENTS.

                  All payments  made by either of the Borrowers to the Lender on
account of the Term Loan Obligations shall be made in the lawful currency of the
United States of America by wire transfer of immediately  available funds to the
Lender in accordance with the wire  instructions set forth on SCHEDULE A hereto.

         SECTION 16. MISCELLANEOUS.

         A.       SURVIVAL. All representations, warranties, covenants and other
provisions  made by the parties  hereto shall be  considered to have been relied
upon by the parties  hereto and shall  survive the  execution,  performance  and
delivery of this Agreement.

         B.       SUCCESSORS  AND ASSIGNS.  This  Agreement  and the other Sixth
Global Agreement Documents,  including, without limitation, the representations,
warranties,  covenants and  indemnities  contained  herein or in the other Sixth
Global Agreement  Documents,  as the case may be, (i) shall inure to the benefit
of and be enforceable by the parties hereto and their respective  successors and
permitted  assigns,  and (ii) shall be binding upon and enforceable  against the
parties hereto and their respective successors and assigns.

         C.       FURTHER  ASSURANCES.  Each of the  parties  hereto  agrees  to
execute  and  deliver,  or to  cause  to be  executed  and  delivered,  all such
instruments,  and to take all such  action,  as the other  party may  reasonably
request in order to  consummate  the  transactions  and  transfers  contemplated
hereunder and to effectuate the intent and purposes of this Agreement.

         D.       COUNTERPART  EXECUTION;  TELECOPIES.  This  Agreement  may  be
executed in one or more counterparts, each of which shall be an original but all
of which,  taken  together,  shall  constitute one agreement  binding all of the
parties hereto.  Transmission  by telecopier of an executed  counterpart of this
Agreement  shall be deemed to  constitute  due and  sufficient  delivery of such
counterpart,  and the parties  hereto  hereby  agree to deliver to each other an
original of such counterpart promptly after delivery of the facsimile.

         E.       AMENDMENTS; WAIVERS. (1) No amendment of any provision of this
Agreement or any other Sixth Global Agreement Document shall be effective unless
it is in writing and signed by the Lender and the Borrowers and no waiver of any
provision of this Agreement or any other Sixth Global  Agreement  Document,  nor
consent to any  departure  by the Lender or the  Borrowers  therefrom,  shall be
effective unless it is in writing and signed by the party affected thereby,  and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

                  (2)      No failure on the part of any party to exercise,  and
no delay in  exercising,  any right  hereunder  or under any other Sixth  Global
Agreement  Document shall operate as a waiver  thereof by such party,  nor shall
any single or partial exercise of any right hereunder or thereunder, as the case
may be,  preclude any other or further  exercise  thereof or the exercise of any
other  right.  The rights and remedies of each party  provided  herein or in the
other Sixth Global  Agreement  Documents (x) are  cumulative and are in addition
to, and not exclusive of,


                                       43
<PAGE>


any rights or remedies provided by law (except as otherwise  expressly set forth
herein) and (y) are not  conditional  or contingent on any attempt by such party
to exercise any of its rights under any other related document against the other
party or any other entity.

         F.       INTEGRATION.   This  Agreement  and  the  other  Sixth  Global
Agreement  Documents  constitute the entire agreement and understanding  between
the parties  hereto with respect to the subject  matter hereof and supersede all
prior agreements,  understandings or  representations  pertaining to the subject
matter hereof, whether oral or written.

         G.       SEVERABILITY.  Any provision of this Agreement that is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering invalid or unenforceable the remaining provisions of this Agreement or
affecting the validity or  enforceability of any provisions of this Agreement in
any other jurisdiction.

         H.       CONFLICT. In the event that any of the terms and provisions of
this Agreement conflicts with any of the terms and provisions of the other Sixth
Global Agreement Documents, the terms and provisions of this Agreement shall, as
between Lender and Borrowers,  govern and control.  In the event that any of the
terms and provisions of the Sixth Global Agreement  Documents conflicts with any
of the  terms  and  provisions  of the  other  Credit  Documents,  the terms and
provisions of the Sixth Global Agreement  Documents shall, as between Lender and
Borrowers, govern and control.

         I.       COSTS  BORNE  BY  NON-PREVAILING  PARTY.  In the  event of any
dispute with respect to this Agreement,  the prevailing  party shall be entitled
to recover  from the  non-prevailing  party all costs and  attorneys'  fees.  J.
CAPTIONS;  PARAGRAPH  HEADINGS.  The captions and paragraph headings used herein
are for convenience only and shall not be used to interpret any term hereof.


                                       44
<PAGE>


                  IN WITNESS WHEREOF, the Lender and the Borrowers have executed
this Agreement by their duly authorized  officers as of the date first set forth
above.


                                           CADIZ INC., as a Borrower



                                           By:  /s/ Keith Brackpool
                                               ---------------------------------
                                               Name: Keith Brackpool
                                               Title: Chief Executive Officer


                                           CADIZ REAL ESTATE LLC, as a Borrower



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


                                           ING CAPITAL, LLC, as Lender



                                           By:  /s/ Geoffrey W. Arens
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


SCHEDULE A:       WIRE INSTRUCTIONS FOR ING AS THE LENDER

                  JPMorgan Chase Bank
                  New York, New York
                  ABA No.:  021 000 021
                  Account No.:  066297311
                  Account Name:  ING Capital
                  Attention:  J. Chiappe
                  Reference:  Cadiz


                                       2
<PAGE>


SCHEDULE B:       LENDER'S LOANS


                  ------------------------------- -------------------------
                  Term Loan Obligations           Principal Balance on
                                                  December 15, 2003(1)
                  ------------------------------- -------------------------
                  Cadiz Loan                      $  3,103,860.02
                  CVDC Loan                       $  3,299,488.32
                  L/C Loan                        $    719,494.90
                  1995 Loan                       $  2,972,224.97
                  TOTALS                          $10,095,068.21
                  ------------------------------- -------------------------


----------
(1)      This  chart  does  not  reflect  the  reduction,  effective  as of  the
Restructuring  Effective Date, of $95,068.21 to the principal  amount of the L/C
Loan as set forth in Section 7(E) hereof. On the  Restructuring  Effective Date,
after giving effect to such reduction,  (a) the outstanding principal balance on
the L/C Loan shall be $624,426.69  and (b) principal  amount  outstanding on the
Term Notes shall be equal to the aggregate amount of $10,000,000.


                                       3
<PAGE>


              TABLE OF EXHIBITS TO SIXTH GLOBAL AMENDMENT AGREEMENT


EXHIBIT A         Cadiz Series F Preferred Stock Certificate
EXHIBIT B         Cash Collateral Account Agreement"
EXHIBIT C         Consent to Cadiz/Sun World Lease
EXHIBIT D         Consent to Sun World Settlement
EXHIBIT E         CRE Grant Deed
EXHIBIT F         CRE LLC Agreement
EXHIBIT G         New Cadiz/Sun World Lease
EXHIBIT H         Preferred Stock Certificate of Designations
EXHIBIT I         Registration Rights Agreement
EXHIBIT J         Sun World Settlement
EXHIBIT K         Sixth Amended and Restated CVDC Note
EXHIBIT L         Sixth Modification of the First CVDC Deed of Trust
EXHIBIT M         Sixth Modification of the Cadiz Second Deed of Trust
EXHIBIT N         Sixth Modification of the Cadiz Second Deed of Trust
EXHIBIT O         Sixth Amended and Restated Cadiz Note
EXHIBIT P         Sixth Modification of the Cadiz First Deed of Trust
EXHIBIT Q         Sixth Modification of the Second CVDC Deed of Trust
EXHIBIT R         Sixth Amended and Restated Reimbursement Agreement
EXHIBIT S         Sixth Modification of the Cadiz Third Deed of Trust
EXHIBIT T         Sixth Modification of the Third CVDC Deed of Trust
EXHIBIT U         Sixth Modification of Cadiz Third Assignment
EXHIBIT V         Sixth Modification of Third CVDC Security Agreement
EXHIBIT W         Sixth Amended and Restated 1995 Note
EXHIBIT X         Sixth Modification of the Cadiz Fourth Deed of Trust
EXHIBIT Y         Sixth Modification of the Fourth CVDC Deed of Trust
EXHIBIT Z         Pledge and Security Agreement for 1995 Note
EXHIBIT AA        Fifth Modification of the Cadiz Deed of Trust (PSWRI)
EXHIBIT BB        Fifth Modification of the Cadiz Deed of Trust (SWFG)
EXHIBIT CC        Fourth Modification of the Cadiz Seventh Deed of Trust (Piute)
EXHIBIT DD        Purchaser Certificate
EXHIBIT EE        Borrowers' Counsel Opinions


                                       4

</TEXT>
</DOCUMENT>
