<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>2
<FILENAME>g68171ex10-11.txt
<DESCRIPTION>WATER PURCHASE AGREEMENT #3
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.11

                    WATER PURCHASE AGREEMENT #3 (REVISION #2)

This Agreement is made this 29th December, 2000 by and between:

CONSOLIDATED WATER CO. LTD.               a Cayman Islands company having its
(formerly CAYMAN WATER COMPANY            principal office at Trafalgar Place,
LIMITED),                                 West Bay Road, Grand Cayman,
                                          British West Indies (herein "the
                                          CUSTOMER"), and

OCEAN CONVERSION (CAYMAN) LIMITED,        a Cayman Islands company having its
                                          principal office at GKF Warehouses,
                                          Nixon Way, George Town, Grand
                                          Cayman, British West Indies (herein
                                          "OCL").

WHEREAS:

A.       By an agreement dated 23rd May 1989 (herein "the Original Agreement"),
         between the CUSTOMER and Reliable Water Company, Inc. (herein
         "RELIABLE"), RELIABLE agreed to construct, supply, and operate a
         Reverse Osmosis Water Desalination Plant to produce potable water for
         the CUSTOMER for the term ending 31st December 1994, at which time the
         Plant would be handed over to the CUSTOMER against payment of the
         balance of the purchase price by the CUSTOMER.

B.       By an Assignment Agreement dated 6th September 1989, as amended,
         RELIABLE assigned the benefits and OCL assumed the obligations of
         RELIABLE under the Original Agreement.

C.       By an agreement dated the 27th October 1992 (herein "the Water Purchase
         Agreement"), between the CUSTOMER and OCL, the Original Agreement was
         cancelled and replaced by the Water Purchase Agreement, which,
         inter-alia, extended the term of the water supply until 31st December
         1999, and expanded the capacity of the Plant to 850,000 US gallons per
         day.

D.       By an agreement dated 14th October 1993 (herein "the Water Purchase
         Agreement #2"), between the CUSTOMER and OCL, the Water Purchase
         Agreement was cancelled and replaced by the Water Purchase Agreement
         #2, which, inter-alia, expanded the capacity of the Plant to 975,000 US
         gallons per day.

E.       By a notice, dated 22nd June 1994, made under the Water Purchase
         Agreement #2 from the CUSTOMER to OCL, OCL was required to expand the
         capacity of the Plant to 1,100,000 US gallons per day by 21st October
         1994.

F.       By an agreement dated 21st October 1994 (herein "the Water Purchase
         Agreement #3"), between the CUSTOMER and OCL, the Water Purchase
         Agreement #2 was





<PAGE>   2




     cancelled and replaced by the Water Purchase Agreement #3, which,
     inter-alia, resulted in a term expiring on 31st December, 2004.

G.   By an agreement dated 10th January 1995 (herein "Revision #1"), between the
     CUSTOMER and OCL, the Water Purchase Agreement #3 was amended to correct an
     error in the inflation adjustment formula.

H.   The parties to the Water Purchase Agreement #3, as amended by Revision #1
     (herein "The Agreement"), wish to expand the capacity of the Plant to
     1,200,000 US gallons per day by 31st March 2001, and Clause 7.10 of the
     Agreement requires that a formal agreement be entered into to modify the
     Agreement.

The parties agree that:

1)       AMENDMENT OF AGREEMENT

         The CUSTOMER and OCL agree to the following changes to the Agreement,
         and that such changes shall be effective as of the date of this
         Revision #2.

         a)       Plant Capacity - Clause 3.1 is replaced in its entirety with
                  the following text:

                  "The Plant shall have a capacity of 1,100,000 gallons per day
                  up to 31st March, 2001 and 1,200,000 gallons per day
                  thereafter (here "the Plant Capacity").

         b)       DUTIES, TAXES, AND FEES - Clause 4.3.4 is added after Clause
                  4.3.3, with the following text:

                  " The CUSTOMER must pay all customs or import duties and taxes
                  and government fees, if any, payable in respect of materials
                  imported for expansion of the Plant from 1,100,000 to
                  1,200,000 gallons per day."

         c)       MINIMUM WATER QUANTITY - The text "1,100,000 gallons" in the
                  first sentence of Clause 4.13.1 is replaced in its entirety
                  with the following text:

                  "the per diem Plant Capacity as defined in Clause 3.1"

         d)       PERFORMANCE TESTING - The text "of 1,100,000 gallons per day"
                  in the first sentence of Clause 4.14.1 is replaced in its
                  entirety with the following text:

                  "equal to the Plant Capacity, as defined by Clause 3.1,"

         e)       OWNERSHIP OF THE PLANT - The last sentence of Clause 6.3 is
                  replaced in its entirety with the following text:

                  "The CUSTOMER and OCL confirm that as of November 30, 2000 OCL
                  has received the total amount of US$3,403,040.58 towards the
                  purchase of the Plant."

         f)       PAYMENT FOR EXPANSION - Clause 6.6 is added after Clause 6.5,
                  with the following text:


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<PAGE>   3

                  "The CUSTOMER shall pay OCL the amount of US$83,100 within 15
                  days of the Plant passing a Performance Testing in accordance
                  with Clause 4.14.1 demonstrating a capacity of 1,200,000
                  gallons per day."

         g)       NOTICE - The addresses for notice to the parties under Clause
                  7.9 are as follows:

                  "CONSOLIDATED WATER CO. LTD.
                  P.O. Box 1114 GT
                  Trafalgar Place, West Bay
                  Grand Cayman
                  British West  Indies
                  Fax: 947-4191

                  OCEAN CONVERSION (CAYMAN) LIMITED
                  P.O. Box 30614 SMB
                  GKF Warehouses, Nixon Way
                  George Town, Grand Cayman
                  British West Indies
                  Fax: 945-5105"

2)       EGL GUARANTEE

         Clause 5.4 of the Guarantee provided by Edmund Gibbons Ltd. (herein
         "EGL") in accordance with Clause 7.1.2 of the Agreement requires
         that any variation of the Agreement be approved in writing by EGL,
         otherwise the Guarantee will cease and be of no further effect.

         Accordingly, EGL has signed below, indicating its approval of the
         change to the Agreement contained herein.

         IN WITNESS whereof this Agreement has been executed the day and year
         first hereinbefore written.

         Signed for and on behalf of           CONSOLIDATED WATER CO. LTD.
         Consolidated Water Co. Ltd.
         in the presence of:                   Per /s/ Jeffrey M. Parker
                                                  ------------------------
                                                  Jeffrey M. Parker
         /s/ Frederick W. McTaggart               Chairman of the Board
         --------------------------------
         Witness



         Signed for and on behalf of           OCEAN CONVERSION (CAYMAN) LIMITED
         Ocean Conversion (Cayman) Limited
         in the presence of:                   Per /s/ William T. Andrews
                                                  ------------------------
         /s/  illegible                           William T. Andrews
         --------------------------------         Managing Director




                                                                     Page 3 of 4
<PAGE>   4




By its execution below on the day and year first hereinbefore written, Edmund
Gibbons Ltd. Hereby approves the changes to the Water Purchase Agreement #3
contained herein and that such changes will have no effect upon the Guarantee
provided in connection with such Agrement.

SIGNED for and on behalf of                 )        EDMUND GIBBONS LTD.
EDMUND GIBBONS LTD. by                      )
James L. Gibbons, Director, and             )
Peter Hardy, Secretary,                     )
in the presence of:-                        )        Per: /s/ James L. Gibbons
                                            )             ----------------------
                                            )             Director
                                            )
/s/ illegible                               )
---------------------------                 )        Per: /s/ Peter Hardy
Witness                                                   ----------------------
                                                          Secretary







                                                                     Page 4 of 4
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