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Consulting Agreement

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Sectors: Utilities
Governing Law: California , View California State Laws
Effective Date: January 01, 2008
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THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of January 1, 2008, by and between Ag Derivatives, L.L.C., a California limited liability company ("Consultant") and Cadiz Inc., a Delaware corporation ("Cadiz").

WHEREAS, Consultant desires to provide to Cadiz, and Cadiz desires to obtain from Consultant, consulting services relating to the business operations of Cadiz; and

WHEREAS, Consultant and Cadiz desire that the consulting services to be provided in accordance with this Consulting Agreement be provided on behalf of Consultant by Timothy J. Shaheen ("Shaheen"), acting in his capacity as the sole member and manager of Consultant; and

WHEREAS, Shaheen is, in his personal capacity, a member of the Board of Directors of Cadiz; and

WHEREAS, any consulting services which may be provided to Cadiz by Shaheen, acting on behalf of Consultant, shall be in addition to, and not in lieu of, any services provided by Shaheen to Cadiz as a member of the Board of Directors of Cadiz;

NOW, THEREFORE, the parties agree as follows:

1. TERM . Cadiz hereby engages Consultant to provide consulting services to Cadiz, and Consultant accepts such engagement, commencing on January 1, 2008 (the "Commencement Date").

2. DUTIES . During the Term, Consultant shall furnish to Cadiz the consulting services of Shaheen. Consultant shall cause Shaheen, on behalf of Consultant, to render advisory and consulting services to Cadiz of the type customarily performed by persons serving in similar limited consulting capacities, consistent with the knowledge and experience possessed by Shaheen. The consulting services to be provided by Shaheen, on behalf of Consultant, shall include advising Cadiz with respect to farming activities on Cadiz' ranch property, providing advice and assistance to Cadiz management regarding strategic alternatives for utilization of the ranch property, and providing such other advice and assistance as the Board of Directors or the Chief Executive Officer of Cadiz may reasonably request.

3. PERFORMANCE OF DUTIES . Consultant shall cause Shaheen to perform Consultant's duties hereunder in a diligent and reasonable manner consistent with professional standards in the field. Consultant shall cause Shaheen to devote such time to the performance of duties hereunder as is necessary to complete such duties in a timely fashion. Consultant's services shall be non-exclusive, and nothing in this Agreement shall preclude Consultant or any affiliate of Consultant from acting as a consultant to or employee of any other business or entity, except that neither Consultant nor any affiliate of Consultant may engage in any activity which materially detracts from the performance of Consultant's duties hereunder.

4. FEE . In consideration of the services to be provided by Consultant pursuant to this Agreement, Cadiz shall pay to Consultant a fee of $12,500 per month. Such fee shall be in addition to, and not in lieu of, any compensation payable directly to Shaheen by Cadiz for Shaheen's service, in his individual capacity, on the Board of Directors of Cadiz.

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