CADIZ INC. 2004 MANAGEMENT BONUS PLAN

     The Compensation Committee of Cadiz Inc. (the
"Corporation") acted on December 7, 2004 to establish this
executive officer compensation plan pursuant to which a
total of 10,000 shares of the Corporation's common stock
(valued at $12.00 per share) shall be issued to Mr. Keith
Brackpool, Chairman and Chief Executive and Financial
Officer of the Corporation, as a performance bonus. Such
shares shall be issued immediately following the
effectiveness of a Form S-8 registration statement under the
Securities Act of 1933.  In addition, Mr. Brackpool shall be
awarded a cash bonus of $120,000 with immediate effect.