RESOLUTIONS ADOPTED BY THE
                  COMPENSATION COMMITTEE OF THE
                      BOARD OF DIRECTORS OF
                           CADIZ INC.


     WHEREAS, it is in the best interests of this Company that
this Company implement a program to retain key personnel
(including both employees and consultants) and to provide
additional incentives to those personnel; and

     WHEREAS, the Board of Directors of this Company (the
"Board") has previously authorized the creation by this Company
of a Management Equity Incentive Plan (the "Management Equity
Incentive Plan" or the "Plan") for this purpose; and

     WHEREAS, pursuant to such Board authorization, a total of
1,471,051 shares of this Company's common stock have been set
aside and reserved for issuance under the Plan;

     WHEREAS, a total of 717,373 shares (the "Initial Allocation
Shares") have been allocated for issuance under the Plan pursuant
to the direction of an initial allocation committee (the "Initial
Allocation Committee") consisting of Keith Brackpool, Rick
Stoddard and the Chairman of the Compensation Committee of this
Board of Directors;

     WHEREAS, the Board has further previously authorized that
the 754,678 shares (the "Subsequent Allocation Shares") which
have been reserved for issuance under the Plan but which are not
included within the Initial Allocation Shares be issuable under
the Plan pursuant to the direction of, and upon such vesting and
other conditions as may be established by, this Compensation
Committee;

     WHEREAS, it is in the best interests of this Company and its
shareholders that the Compensation Committee establish the
vesting and other conditions upon which the Subsequent Allocation
Shares shall be issuable;

     NOW, THEREFORE, BE IT RESOLVED, that the Subsequent
Allocation Shares be issued under the Plan pursuant to the
direction of an allocation committee (the "Subsequent Allocation
Committee") consisting of Keith Brackpool, Rick Stoddard and the
Chairman of the Compensation Committee of this Board of
Directors;

     FURTHER RESOLVED, that one-half (i.e. 377,339) of the
Subsequent Allocation Shares so issued under the Plan pursuant to
the direction of the Subsequent Allocation Committee shall be in
the form of shares of common stock, and that one-half (i.e.
377,339) of the Subsequent Allocation Shares so issued under the
Plan pursuant to the direction of the Subsequent Allocation
Committee shall be in the form of options to purchase common
stock at the price of $12 per share (i.e. the effective price per
share obtained by the Company in its private placement of Units
completed November 30, 2004); and

     FURTHER RESOLVED, that the Subsequent Allocation Shares,
whether issued in the form of shares of common stock or common
stock options, be subject to vesting conditions, with the vesting
period deemed to commence on December 7, 2004 irrespective of the
actual initial grant date for any Subsequent Allocation Shares,
so that 1/3 of any award grant shall vest immediately, with the
remaining 2/3 of any award subject to vesting in two equal
installments upon December 7, 2005 (or the date of grant, if
later) and December 7, 2006 (or the date of grant, if later),
respectively, (subject to continued status as an employee or
consultant to this Company as of the respective vesting date, but
also subject to immediate vesting in full of any theretofore
unvested shares upon any termination without cause); and

     FURTHER RESOLVED, that if the issuance of any Subsequent
Allocation Shares in the form described in the foregoing
resolutions shall be deemed, under the rules and regulations of
any exchange upon which this Company's common stock is traded or
under the rules and regulations of the Securities and Exchange
Commission, to require the prior approval of the stockholders of
the Company, then this Committee shall adjust the form of
Subsequent Allocation Shares so as to provide a substantially
equivalent means of compensation to the recipient in a manner
which does not require such stockholder approval; and

     FURTHER RESOLVED, that the Subsequent Allocation Committee
shall have the right to award all or any part of the Subsequent
Allocation Shares under the Plan to members of the Subsequent
Allocation Committee (as well as other key personnel) without the
need for further approval of this Compensation Committee or the
Board; and

     FURTHER RESOLVED, that the Subsequent Allocation Committee
or the recipients of Subsequent Allocation Shares under the Plan
may designate such trusts or other nominees to hold such shares
as may be reasonably appropriate for tax planning purposes;

     FURTHER RESOLVED, that with respect to the Subsequent
Allocation Shares, the Subsequent Allocation Committee shall have
the authority to prepare, execute and administer any
documentation with respect to the Plan and the issuance of
securities pursuant to the Plan as the Subsequent Allocation
Committee and/or counsel to the Company may deem necessary or
desirable;

     FURTHER RESOLVED, that any officer of the Company be and
hereby is authorized, empowered and directed, for an on behalf of
this Company, to take such actions as may be necessary or
appropriate to effectuate the foregoing resolutions;

     FURTHER RESOLVED, that any and all actions heretofore taken
by any officer of the Company to the foregoing effect and all
agreements, documents or writings related thereto, are hereby
authorized, approved, ratified and confirmed in all respects; and
any and all actions hereafter taken or to be taken by any such
officers in furtherance of the objects set forth in any of the
preceding resolutions, and all agreements, documents or writing
relating thereto, are hereby authorized, approved, ratified and
confirmed in all respects.