CADIZ INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit10-1.txt
<TEXT>
                                                      EXHIBIT 10.1
                                                      ------------

                          SECURITY AGREEMENT


     This SECURITY AGREEMENT is made as of July 5, 2002 between
Cadiz Inc., a Delaware corporation ("Pledgee"), and Keith
Brackpool ("Pledgor").

                            RECITALS

     WHEREAS, pursuant to Pledgor's receipt of a loan from the
Pledgee that can be borrowed in installments up to a maximum loan
outstanding of $1,000,000 (the "Loan"), Pledgor has executed a
promissory note for the benefit of Pledgee for such amount (the
"Note").  The Note and the obligations thereunder are as set
forth in Exhibit A hereto.

     NOW, THEREFORE, it is agreed as follows:

     1.   CREATION AND DESCRIPTION OF SECURITY INTEREST.  In
consideration of the Loan, Pledgor hereby initially pledges
35,348 shares of Unencumbered Stock, 55,789 shares of Restricted
Stock and 135,378 shares of Deferred Stock of the Pledgee (each,
as defined below, and together, the "Collateral"), which
Collateral shall be increased by a number of shares of
Unencumbered Stock so that the aggregate fair market value of the
pledged Collateral (valuing each pledged share or unit at the
quoted closing price of the Pledgee's shares of common stock on
the Nasdaq National Stock Market for any given trading day) is
equal to or greater than 133% of the outstanding principal and
the then-accrued interest due on the Note.  If the fair market
value of the pledged shares goes below 133% of the outstanding
principal and interest due on the Note, the Pledgor shall have 30
calendar days to cure the Collateral minimum amount.

     The Pledgor shall deliver the initially pledged Collateral
to the Pledgee on or prior to the execution of this Agreement,
with additional required Collateral to be delivered on or prior
to the 30th calendar day of triggering the 133% threshhold stated
above, as security for the repayment of the Note, and any
extensions or renewals thereof.

     For purposes of this Security Agreement, "Unencumbered
Stock" shall mean shares of common stock of Pledgee held by
Pledgor without restriction or encumbrance, "Restricted Stock"
shall mean restricted deferred stock units held by Pledgor
exchangeable for common stock of Pledgee vesting in part on May
15, 2003 and the remainder on February 26, 2004, and "Deferred
Stock" shall mean deferred stock units exchangeable for common
stock granted to Pledgor by Pledgee which are fully vested but
are not exercisable without restrictions until March 31, 2003.

     2.   PLEDGOR'S REPRESENTATIONS AND COVENANTS.  To induce Pledgee
to enter into this Security Agreement, Pledgor represents and
covenants to Pledgee, its successors and assigns, that Pledgor
will pay the principal sum of the Note secured hereby, together
with interest thereon, at the time and in the manner provided in
the Note.

	3.   Default.  Pledgor shall be deemed to be in default of the
Note and of this Security Agreement in the event (each, an "Event
of Default"):

          (a)  Payment of principal or interest on the Note shall be
delinquent for a period of 10 days or more; or

	    (b)  Pledgor fails to perform any of the covenants
contained in this Security Agreement for a period of 10 days after
written notice thereof from Pledgee.

     In the case of an Event of Default, as set forth above,
Pledgee shall have the right to accelerate payment of the Note
upon notice to Pledgor, and Pledgee shall thereafter be entitled
to pursue its remedies under the Delaware Commercial Code.

     4.   RELEASE OF COLLATERAL.  There shall be released from this
pledge promptly a portion of the amounts held by Pledgee
hereunder upon payments of the principal of the Note to the
extent that the fair market value of the pledged Collateral
(valued in accordance with the procedure set forth in paragraph
1) is in excess of 175% of the amount due under the Note, to
include both principal and the then-accrued interest payable.
Priority on release of the shares shall first be the Restricted
Stock, then the Deferred Stock, and finally the Unencumbered
Stock.

	5.   ENCUMBRANCE OF COLLATERAL.  Pledgor represents and warrants
that there are no pledges or other encumbrances on the
Unencumbered Stock as of the date hereof.  In addition, Pledgor
shall not sell, withdraw, pledge, or otherwise encumber all or
any part of the Collateral without the prior written consent of
Pledgee.  Notwithstanding the previous sentence, the encumbrances
on the Restricted Stock and the Deferred Stock as of the date
hereof are deemed acceptable to Pledgee.

	6.   TERM.  The within pledge shall continue until the payment of
all indebtedness secured hereby, at which time the remaining
pledged amounts shall be promptly delivered or released to
Pledgor, subject to the provisions for prior release of a portion
of the Collateral as provided in paragraph 4 above.

	7.   INSOLVENCY.  Pledgor agrees that if a bankruptcy or
insolvency proceeding is instituted by or against him, or if a
receiver is appointed for the property of Pledgor, or if Pledgor
makes an assignment for the benefit of creditors, the entire
amount unpaid on the Note shall become immediately due and
payable, and Pledgee may proceed as provided in the case of
default.

	8.   INVALIDITY OF PARTICULAR PROVISIONS.  Pledgor and Pledgee
agree that the enforceability or invalidity of any provision or
provisions of this Security Agreement shall not render any other
provision or provisions herein contained unenforceable or
invalid.

	9.   SUCCESSORS OR ASSIGNS.  Pledgor and Pledgee agree that all
of the terms of this Security Agreement shall be binding on their
respective successors and assigns, and that the term "Pledgor"
and the term "Pledgee" as used herein shall be deemed to include,
for all purposes, the respective designees, successors, assigns,
heirs, executors and administrators.

	10.  GOVERNING LAW.  This Security Agreement shall be
interpreted, governed by and construed under the laws of the
State of Delaware.

	11.  COUNTERPARTS.  This Security Agreement may be executed in
one or more counterparts or facsimile counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this
Security Agreement as of the day and year first above written.


"PLEDGOR"                          /s/ Keith Brackpool
                                   ---------------------------
                                   Keith Brackpool

"PLEDGEE"                          Cadiz Inc.,
                                   a Delaware corporation

                                   By: /s/ Murray H. Hutchison
                                   ------------------------------
                                   Name:  Murray H. Hutchison
                                   Title: Director and Chairman of the
                                          Compensation Committee

                                   By: /s/ Stanley E. Speer
                                          -----------------------
                                   Name:  Stanley E. Speer
                                   Title:    Chief Financial Officer


                            EXHIBIT A

                         PROMISSORY NOTE

                              NOTE

$1,000,000.00                            Santa Monica, California

                                              Date: July 5, 2002

     FOR VALUE RECEIVED, the undersigned promises to pay to Cadiz
Inc., a Delaware corporation (the "Company"), or order, the
principal sum of $1,000,000.00 (or such lesser amount as shall
equal the aggregate unpaid principal amount of the loan),
together with interest on the unpaid principal hereof from the
date hereof at the rate of 6% per annum, compounded annually.

     Principal and outstanding interest shall be due and payable
on the date one year from the date of this Note.  Payment of
principal and interest shall be made in lawful money of the
United States of America.

     The undersigned may at any time prepay all or any portion of
the principal or interest owing hereunder.

     This Note is secured by a pledge of collateral and is
subject to the terms of the Security Agreement, dated as of the
date hereof, by and between the Company and the undersigned (the
"Security Agreement").

     The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the
collateral securing this Note in the event of default.

     In the event the undersigned shall cease to be an officer,
director, employee or consultant of the Company or any of its
subsidiaries, this Note shall, at the option of the Company, be
accelerated, and the whole unpaid balance on this Note of
principal and accrued interest shall be immediately due and
payable.  Notwithstanding the previous sentence, if the
employment of the undersigned is terminated by the Company
without cause, the Company shall not have the option to
accelerate the Note earlier than 120 days from the date of
termination without the written consent of the undersigned.

     Should any action be instituted for the collection of this
Note, the reasonable costs and attorneys' fees therein of the
holder shall be paid by the undersigned.


                                /s/ Keith Brackpool
                                --------------------------
                                Name:  Keith Brackpool



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