-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JDrRiOa0ejVU6ofAhCK0JGRjXI3XyKYhPvjchAWTDdL66LcgdObYN0RYRHth8sY5
 wdjQroVVYez4rONtIWyVyA==

<SEC-DOCUMENT>0000950144-03-001734.txt : 20030213
<SEC-HEADER>0000950144-03-001734.hdr.sgml : 20030213
<ACCEPTANCE-DATETIME>20030213165518
ACCESSION NUMBER:		0000950144-03-001734
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		18
CONFORMED PERIOD OF REPORT:	20030207
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSOLIDATED WATER CO LTD
		CENTRAL INDEX KEY:			0000928340
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER SUPPLY [4941]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-25248
		FILM NUMBER:		03560565

	BUSINESS ADDRESS:	
		STREET 1:		TRAFALGAR PL
		STREET 2:		WEST BAY RD
		CITY:			GRAND CAYMAN BWI CAY
		STATE:			E9
		ZIP:			00000
		BUSINESS PHONE:		8099474277

	MAIL ADDRESS:	
		STREET 1:		TRAFALGAR PLACE, WEST BAY ROAD, P.O. BOX
		STREET 2:		GRAND CAYMAN, CAYMAN ISLANDS, BWI

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CAYMAN WATER CO LTD
		DATE OF NAME CHANGE:	19941212
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g80547e8vk.htm
<DESCRIPTION>CONSOLIDATED WATER CO. LTD FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><FONT size="2">SECURITIES AND EXCHANGE COMMISSION</FONT>

<P align="center"><FONT size="2">Washington, D.C. 20549</FONT>

<P>
<HR width="26%" align="center" size="1" noshade>
<P>


<P align="center"><FONT size="2">FORM 8-K<BR>
CURRENT REPORT</FONT>

<P align="center"><FONT size="2">PURSUANT TO SECTION 13 OR 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</FONT>

<P align="center"><FONT size="2">February 7, 2003<BR>
(Date of earliest event reported)</FONT>

<P align="center"><FONT size="2">CONSOLIDATED WATER CO. LTD.<BR>
(Exact name of Registrant as specified in its charter)</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Cayman Islands, B.W.I.<BR>
(State of incorporation or<BR>
organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
0-25248<BR>
(Commission File No.)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">Not Applicable<BR>
(IRS Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">Trafalgar Place, West Bay Road<BR>
P.O. Box 1114 GT<BR>
Grand Cayman, Cayman Islands, B.W.I.<BR>
(Address of principal executive offices)</FONT>

<P align="center"><FONT size="2">(345)&nbsp;945-4277<BR>
(Registrant&#146;s telephone number, including area code)</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>



<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w1.txt">SHARE SALE AGREEMENT DATED 10/4/02</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w2.txt">AGREEMENT TO AMEND SHARE SALE AGREEMENT 11/29/02</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w3.txt">SECOND AGREEMENT TO AMEND SHARE & SALE AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w4.txt">THIRD AGREEMENT TO AMEND SHARE & SALE AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w5.txt">SHARE SALE AGREEMENT 10/04/02</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w6.txt">AGREEMENT TO AMEND SHARE SALE AGREEMENT 11/29/02</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w7.txt">SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w8.txt">THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w9.txt">AGREEMENT DATED 10/08/02 WITH SAGE WATER HOLDINGS</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w10.txt">AMENDING AGREEMENT 11/15/02 SAGE WATER HOLDINGS</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w11.txt">SECOND AMENDING AGREEMENT DATED 12/18/02</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w12.txt">THIRD AMENDING AGREEMENT DATED 1/28/03</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w13.txt">SHARE SALE AGREEMENT 2/7/03</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w14.txt">SHARE SALE AGREEMENT DATED 12/16/02</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv2w15.txt">REGISTRATION RIGHTS AGREEMENT DATED 2/7/03</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv10w1.txt">LOAN AGREEMENT 2/7/03</A></TD></TR>
<TR><TD colspan="9"><A HREF="g80547exv99w1.txt">PRESS RELEASE</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="left"><FONT size="2"><B>Item&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Acquisition or Disposition of Assets</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;7, 2003, the Company completed several
transactions that will enable it to expand its operations to the
British Virgin Islands and Barbados, while increasing its presence in
the Bahamas and the Cayman Islands. Specifically, the Company has
acquired equity and other interests in four companies providing
potable water services in Tortola, British Virgin Islands, Barbados,
the Bahamas and the Cayman Islands and a fifth company providing management and
engineering services to these companies, for an aggregate of
approximately $25.5&nbsp;million (subject to post-closing adjustment) and 185,714 of the Company&#146;s
ordinary shares, which the Company is required to register for resale
(collectively, the &#147;Acquisitions&#148;). The Company&#146;s new
wholly-owned subsidiary, DesalCo Limited, has also entered into an
agreement to sell 100% of the non-voting stock of Ocean Conversion (BVI) Ltd., a company
providing potable water services in the British Virgin Islands, to
Sage Water Holdings (BVI) Ltd for $2.1&nbsp;million in cash (the
&#147;Sage Sale&#148;). The Company and Sage Water Holdings (BVI)
Ltd. have not yet agreed on a date for closing of the Sage Sale. In addition to these
transactions, the Company has also entered into an agreement to
acquire a 13.5% interest in Waterfields Company Limited, a company providing potable water
services in Nassau, the Bahamas (the &#147;Waterfields Acquisition&#148;).
As part of the Waterfields Acquisition, the Company has conducted a
tender offer outside the United States and has agreed to purchase an
additional 64.7% of the remaining shares of Waterfields for
approximately BAH$6.7 million or U.S.$6.7&nbsp;million. Although the Company
expects to complete the Waterfields Acquisition
in March 2003, there is no assurance that the Waterfields Acquisition
will be consummated because it is contingent upon the receipt of
certain governmental approvals and satisfaction of certain closing
conditions.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company financed
the Acquisitions and will finance the
Waterfields Acquisition with the proceeds from loan facilities from
Scotiabank (Cayman Islands) Ltd. The facilities consist of a $2
million revolving line of credit, a $20&nbsp;million seven-year term loan
and a $17.1&nbsp;million six month term loan. The revolving line of
credit bears interest at a floating base rate as established by
Cayman Islands Class&nbsp;A licensed bank from time to time and the term
loans bear interest at an annually adjusted floating rate of LIBOR
plus 1.5% to 3.0% depending the ratio of the Company&#146;s consolidated
debt to consolidated earnings before interest and depreciation. The
borrowings under the bank facilities are payable on demand and in the
event of a default. Management intends to replace a portion of the
bank financing in the future with debt, equity or hybrid financing.
The Company presently does not have any agreements for such
financing.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a summary of the terms of each of the
Acquisitions, the Waterfields Acquisition and the Sage Sale. This summary is
qualified in its entirety by reference to each of the agreements
attached hereto as Exhibits 2.1 through 2.15 and Exhibit 10.1, which are incorporated
herein by reference.
</FONT>
<P><FONT size="2">DesalCo Limited &#150; Bermuda
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has acquired all of the issued and outstanding stock
of DesalCo Limited, a Cayman Islands company, operating in Bermuda,
for approximately $11.4&nbsp;million (subject to post-closing adjustment) from William and Margaret Andrews. DesalCo
Limited provides management and engineering services to Ocean
Conversion (Cayman) Limited and Ocean Conversion (BVI)&nbsp;Ltd. Such
services include all management support, including accounting,
financial reporting, audit coordination, personnel management, plant
management and maintenance. DesalCo Limited also provides
engineering services to Waterfields
</FONT>
<P align="center"><FONT size="2">-1-</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P><FONT size="2"> Company Limited. In addition to these management and engineering
services, DesalCo Limited also owns 100% of the non-voting stock of
Ocean Conversion (Cayman) Limited and Ocean Conversion (BVI)&nbsp;Ltd. as
well as 12.7% of the voting stock of Waterfields Company Limited.
DesalCo Limited also owns all of the issued and outstanding stock of
DesalCo (Barbados) Ltd., a Barbados company, which operates a
desalination plant for and sells desalinated water to Sandy Lane
Properties Ltd. in St. James, Barbados. Under the terms of the
operating agreement between Sandy Lane Properties Ltd. and DesalCo
Limited, DesalCo Limited provides management, engineering, purchasing
and other services for a fixed monthly fee and receives a share of
the revenues generated by the desalination plant. DesalCo Limited has
assigned its rights under this agreement to its wholly-owned
subsidiary, DesalCo (Barbados) Ltd.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, DesalCo Limited is the exclusive distributor in the
Caribbean basin for the DWEER&#153; system produced by DWEER Technology
Limited for use in reverse osmosis seawater desalination plants. As
a result of the DesalCo transaction, the Company owns 100% of
DesalCo, which is the exclusive distributor of the DWEER&#153; system in
the Caribbean basin for seven years. The DWEER&#153; distributorship
agreement may only be terminated by DWEER Technology Limited for
cause, and may be terminated by DesalCo at any time upon three months
notice.
</FONT>
<P><FONT size="2">Ocean Conversion (Cayman) Limited &#150; Cayman Islands<BR>
Ocean Conversion (BVI)&nbsp;Ltd. &#150; British Virgin Islands
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has acquired all of the voting stock and certain
profit sharing rights relating to Ocean Conversion (Cayman) Limited,
a Cayman Islands company, certain profit sharing rights relating to
Ocean Conversion (BVI) Ltd., a British Virgin Islands Company and the Company&#146;s new wholly-owned
subsidiary, DesalCo Limited, has acquired 50% of the issued and outstanding
voting stock of Ocean
Conversion (BVI)&nbsp;Ltd., from
North-American Mortgage and Finance Corporation and Transcontinental
Finance Corporation Ltd., for approximately $14.1&nbsp;million (subject to
post-closing adjustment) and 185,714 of the
Company&#146;s ordinary shares.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ocean Conversion (Cayman) Limited sells desalinated water under
various licenses and agreements to the Water Authority-Cayman, which
in turn distributes the water to customers outside our exclusive
licensed area via pipeline. All of the non-voting stock of Ocean
Conversion (Cayman) Limited is owned by DesalCo Limited and was
acquired by the Company in the DesalCo transaction as previously
discussed. As a result of these two transactions, the Company owns
100% of the voting and non-voting stock of Ocean Conversion (Cayman)
Limited.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ocean Conversion (BVI)&nbsp;Ltd. sells desalinated seawater on the
island of Tortola to the Water and Sewage Department of the British
Virgin Islands, which in turn distributes the water to customers via
pipeline. All of the non-voting stock of Ocean Conversion (BVI)
Limited is owned by DesalCo Limited and was acquired by the Company
in the DesalCo transaction as previously discussed. As a condition
to completion of the Ocean Conversion (BVI)&nbsp;Ltd. acquisition, the
Company
</FONT>
<P align="center"><FONT size="2">-2-</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P><FONT size="2"> surrendered to Ocean Conversion (BVI)&nbsp;Ltd. 18.2% of the profit
sharing rights that the Company acquired from Transcontinental
Finance Corporation Ltd. and North- American Mortgage &#038; Finance
Corporation in return for the issuance to DesalCo Limited of an
additional 45,000 non-voting shares by Ocean Conversion (BVI)&nbsp;Ltd.
DesalCo has entered into an agreement to sell these 45,000 shares of non-voting stock and
all of its previously acquired shares of non-voting stock to the
remaining shareholder, Sage Water Holdings (BVI)&nbsp;Ltd., for
approximately $2.1&nbsp;million in cash. The Company&#146;s new
wholly-owned subsidiary, DesalCo Limited, currently shares
equal control of the voting stock of
Ocean Conversion (BVI)&nbsp;Ltd. with Sage Water Holdings (BVI)&nbsp;Ltd., and
Sage Water Holdings (BVI)&nbsp;Ltd. will own all of the shares of non-voting
stock of Ocean Conversion (BVI)&nbsp;Ltd. on completion of the Sage
Sale. The Company and Sage Water Holdings (BVI) Ltd. share equally in the profit sharing rights of Ocean Conversion (BVI) Ltd.
</FONT>
<P><FONT size="2">Waterfields Company Limited&#151;The Bahamas
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into an agreement with Bacardi &#038; Co. Ltd. to
acquire approximately 13.5% of the issued and outstanding stock of
Waterfields Company Limited, a company incorporated under the laws of
the Bahamas, and the assignment to the Company of the management
services agreement between Waterfields Company Limited and Bacardi &#038;
Co. Ltd. for approximately BAH$1.4&nbsp;million or U.S. $1.4&nbsp;million.
Waterfields Company Limited owns and operates a reverse osmosis
seawater desalination plant and sells desalinated seawater on a take
or pay basis to the Water and Sewerage Corporation of the Bahamas.
In connection with the Company&#146;s acquisition of DesalCo Limited, the
Company acquired control over an additional 12.7% of the issued and
outstanding stock of Waterfields currently owned by DesalCo as well
as the engineering service agreement between Waterfields and DesalCo.
As a closing condition to the Waterfields Acquisition
and in order to own at least 51% of the outstanding shares of
Waterfields, the Company has conducted a tender offer outside the
United States to the remaining shareholders of Waterfields. The
Company&#146;s offer to purchase the remaining outstanding shares of
Waterfields closed on January&nbsp;31, 2002. As a result of the tender
offer, the Company agreed to purchase an additional 64.7% of the
remaining shares of Waterfields for approximately BAH$6.7 million or
U.S.$6.7 million. Upon closing of the tender offer and
the agreement with Bacardi &#038; Co. Ltd, the Company will hold
approximately 91% of the outstanding shares of Waterfields.
</FONT>
<P align="center"><FONT size="2">-3-</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="left"><FONT size="2">Safe Harbor</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This report contains forward-looking information including
statements about the Acquisitions, the Sage Sale and the Waterfields Acquisition.
These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially
from those indicated by such forward-looking statements, including
the risk that the conditions to the Waterfields Acquisition and/or
the Sage Sale will not
be satisfied and either the Waterfields Acquisition or the Sage Sale,
or both, will not be completed.
Other factors associated with the Company&#146;s business that may affect
its operations are discussed in its Annual Report on Form&nbsp;10-K filed
on March&nbsp;29, 2002 and the Company&#146;s other filings with the Securities
and Exchange Commission.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial Statements, </B><B><I>Pro Forma </I></B><B>Financial Statements and Exhibits.</B></FONT>

<P><FONT size="2"><B>(a)&nbsp;Financial Statements of Businesses Acquired.</B>
</FONT>
<P><FONT size="2">Financial Statements relating to the acquisitions described in this Form&nbsp;8-K
and required pursuant to Rule&nbsp;3-05 of Regulation&nbsp;S-X are not included herein
but will be filed by an amendment to this Form&nbsp;8-K within sixty (60)&nbsp;days
from February 24, 2003.
</FONT>
<P align="center"><FONT size="2">-4-</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P><FONT size="2"><B>(b)&nbsp;Pro Forma Financial Information.</B>
</FONT>
<P><FONT size="2">Pro forma financial information relating to the acquisitions described in
this Form&nbsp;8-K and required pursuant to Article&nbsp;11 of
Regulation&nbsp;S-X is not
included herein but will be filed by an amendment to this Form&nbsp;8-K within
sixty (60)&nbsp;days from February 24, 2003.
</FONT>
<P><FONT size="2"><B>(c)&nbsp;Exhibits.</B>
</FONT>
<P><FONT size="2">Exhibit&nbsp;No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Share Sale Agreement dated October&nbsp;4, 2002 between the Company and
William T. Andrews and Margaret D. Andrews (The schedules to this
agreement are omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K
promulgated under the Securities Act of 1933, as amended (the &#147;1933
Act&#148;). Upon the request of the Securities and Exchange Commission (the
&#147;SEC&#148;), the Company shall supplementally furnish to the SEC a copy of
such omitted schedules).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Agreement to Amend Share Sale Agreement dated November&nbsp;29, 2002
between the Company and William T. Andrews and Margaret D. Andrews</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Second Agreement to Amend Share Sale Agreement dated December&nbsp;30, 2002
between the Company and William T. Andrews and Margaret D. Andrews</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Third Agreement to Amend Share Sale Agreement dated January&nbsp;31, 2003
between the Company and William T. Andrews and Margaret D. Andrews</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Share Sale Agreement dated October&nbsp;4, 2002 among the Company,
North-American Mortgage &#038; Finance Corporation and Transcontinental
Finance Corporation Limited (The schedules to this agreement are
omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K promulgated under
the 1933 Act. Upon the request of the SEC, the Company shall
supplementally furnish to the SEC a copy of such omitted schedules)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Agreement to Amend Share Sale Agreement dated November&nbsp;29, 2002
among the Company, North-American Mortgage &#038; Finance Corporation and
Transcontinental Finance Corporation Limited</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Second Agreement to Amend Share Sale Agreement dated December&nbsp;30, 2002
among the Company, North-American Mortgage &#038; Finance Corporation and
Transcontinental Finance Corporation Limited</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Third Agreement to Amend Share Sale Agreement dated January&nbsp;31, 2003
among the Company, North-American Mortgage &#038; Finance Corporation and
Transcontinental Finance Corporation Limited</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">-5-</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Agreement dated October&nbsp;8, 2002 between the Company and Sage Water
Holdings (BVI) Ltd. (The schedules to this agreement are omitted
pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K promulgated under the 1933
Act. Upon the request of the SEC, the Company shall supplementally
furnish to the SEC a copy of such omitted schedules)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amending Agreement dated November&nbsp;15, 2002 between the Company and
Sage Water Holdings (BVI) Ltd.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Second Amending Agreement dated December&nbsp;18, 2002 between the Company and
Sage Water Holdings (BVI) Ltd.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Third Amending Agreement dated January&nbsp;28, 2003 between the Company and
Sage Water Holdings (BVI) Ltd.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Share Sale Agreement dated February&nbsp;7, 2003 between Sage
Water Holdings (BVI) Ltd. and DesalCo Limited</FONT></TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.14</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Share Sale Agreement dated December&nbsp;16, 2002 between the Company
and Bacardi &#038; Co. Ltd. (The schedules to this agreement are
omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K
promulgated under the 1933 Act. Upon the request of the SEC, the
Company shall supplementally furnish to the SEC a copy of such
omitted schedules)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2.15</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Registration Rights Agreement dated February 7, 2003 between the
Company and North-American Mortgage &#038; Finance Corporation</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Loan Agreement dated
February&nbsp;7, 2003 between Scotiabank (Cayman Islands) Ltd. and
Consolidated Water Co. Ltd.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Press Release, dated February&nbsp;10, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">-6-</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><FONT size="2">SIGNATURE</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="41%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
CONSOLIDATED WATER CO. LTD.</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:     /s/ Frederick W. McTaggart<BR>
</FONT><HR size="1" noshade><FONT size="2">
Name:    Frederick W. McTaggart<BR>
Title:   President</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Date: February 13, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">-7-</FONT>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>g80547exv2w1.txt
<DESCRIPTION>SHARE SALE AGREEMENT DATED 10/4/02
<TEXT>
<PAGE>

                                                                     EXHIBIT 2.1

                            DATED: OCTOBER 4th, 2002




                              SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                   WILLIAM T. ANDREWS AND MARGARET D. ANDREWS




                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>

                                       1

                              SHARE SALE AGREEMENT

THIS SHARE SALE AGREEMENT is made this 4th day of October 2002

BETWEEN:

(1)      CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

(2)      WILLIAM T. ANDREWS and MARGARET D. ANDREWS of 12 Chapel Road, Paget, PG
         02, Bermuda (the "Vendors") of the second part.

WHEREAS:

The Purchaser wishes to acquire the entire issued share capital of DesalCo
Limited (which owns the entire issued share capital of DesalCo (Barbados) Ltd.)
from the Vendors on the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

         1.1.     In this Agreement the following words and expressions have the
                  following meanings (save where (1) expressly otherwise
                  provided or (2) the Agreement otherwise requires):

                  "Affiliates" means at any time with respect to a person,
                  another person that directly, or indirectly through one or
                  more intermediaries, controls, or is controlled by, or is
                  under common control with, such person;

                  "BACO" means Bacardi & Company Limited, a company incorporated
                  in Vaduz, Liechtenstein, with its principal offices at the
                  Bacardi plant situate at Millar Road, Nassau, Bahamas;

                  "Binder Volumes" means the files of documents referred to in
                  clause 5 of Schedule 2, the indexes of which have been marked
                  and initialed by way of confirmation of the contents of such
                  files;

                  "Business Day" means a day on which class A licensed banks are
                  open for business in the Cayman Islands;

                  "Business" means the business of the design, bidding,
                  supplying, installation, management and/or operation of
                  seawater desalination plants in the Caribbean Basin;

<PAGE>

                                       2

                  "Caribbean Basin" shall have the meaning as set out in
                  Schedule 5;

                  "Company" means DesalCo Limited, formerly Sea Conversion
                  Technology Ltd., the registered office of which is c/o
                  Campbell Corporate Services Limited, 4th floor, Scotiabank
                  Building, P.O. Box 884GT, Grand Cayman, Cayman Islands;

                  "Company's Auditors" means Deloitte & Touche, Bermuda;

                  "Completion" means completion of the sale and purchase of the
                  Shares;

                  "Deed of Release" means the deed in the form set out in
                  Schedule 3;

                  "DesalCo Group" means the Company and DesalCo (Barbados) Ltd.
                  together or, where the context requires, either of them
                  individually;

                  "Disclosure Letter" means the letter dated the date hereof
                  written by or on behalf of the Vendors to the Purchaser and
                  signed by the Vendors;

                  "DWEER Distributorship Agreement" means the Agreement the form
                  of which is attached as Schedule 6 dated 24th September, 2002
                  between the Company and DWEER-Tech;

                  "DWEER-Tech" means DWEER Technology Ltd., a Cayman Islands
                  exempted company, owned by the Vendors;

                  "DWEER Transfer Agreement" means the Agreement for the sale of
                  the business of designing, developing, manufacturing,
                  marketing and selling DWEER Products and the patents, patent
                  applications and other intellectual property relating to DWEER
                  products dated 11th April, 2002 between the Company and
                  DWEER-Tech, as amended and restated as the Amended and
                  Restated Agreement for the sale of the business of designing,
                  developing, manufacturing, marketing and selling DWEER
                  Products and the patents, patent applications and other
                  intellectual property relating to DWEER products and
                  Associated Technology on 24th September, 2002, the form of
                  which is attached hereto as Schedule 7;

                  "Engineering Services Agreement" means the agreement in the
                  form attached as Schedule 8 to be entered into by the Company
                  and DWEER Technology Ltd.;

                  "the LT Investments" means the amount of US$1,571,131
                  representing the value of the Company's investments in WCL,
                  OCC and OCBVI as set out in Schedule 1, and Note 5 of the Last
                  Accounts of the Company;

                  "the Licences" means A Licence to Produce Water from Seawater
                  provided to Ocean Conversion (Cayman) Limited by the
                  Government of


<PAGE>

                                       3

                  the Cayman Islands dated April 25, 1994, a Licence to Produce
                  and Supply Potable Water from Seawater provided to Ocean
                  Conversion (Cayman) Ltd. by the Government of the Cayman
                  Islands dated June 18, 1997 and a Licence to Produce and
                  Supply Water from Seawater provided to Ocean Conversion
                  (Cayman) Ltd. by the Government of the Cayman Islands dated
                  December 31, 2001, all as amended;

                  "TCF/NAMF Agreement" means the Share Sale Agreement between
                  the Purchaser and North-American Mortgage & Finance
                  Corporation (hereinafter "NAMF") and Transcontinental Finance
                  Corporation Limited (hereinafter "TCP") of even date, a copy
                  of which (excluding Schedule 5 thereto) is attached as
                  Schedule 9;

                  "Last Accounts" means the audited accounts of the DesalCo
                  Group as at June 30th, 2002;

                  "Last Accounts Date" means June 30th, 2002;

                  "Purchase Price" means the consideration payable by the
                  Purchaser to the Vendors as calculated pursuant to clause 3.1;

                  "Shares" means the issued shares of the Company held by the
                  Vendors as set out in Schedule 1;

                  "Warranties" means the warranties and representations by the
                  Vendors in clause 6;

                  "Water Supply Companies" means the companies listed in
                  Schedule 1 and "Water Supply Company" shall be construed
                  accordingly. With the exception of the Company, the individual
                  Water Supply Companies shall be referred to in this Agreement
                  by the initials appearing next to their names in Schedule 1;

                  "WCL JV Agreement" means the Joint Venture Agreement, dated
                  10th November, 1995, between the Company and BACO;

         1.2.     All references in this Agreement to a statutory provision
                  shall be construed as including references to:

                  1.2.1    Any statutory modification, consolidation or
                           re-enactment thereof being in force at Completion;

                  1.2.2.   All statutory instruments or orders made pursuant to
                           such statutory provision; and

                  1.2.3.   Any statutory provisions of which such statutory
                           provision is a consolidation, re-enactment or
                           modification.


<PAGE>

                                       4

         1.3.     Any reference in this Agreement to the Vendors (or either of
                  them) includes their respective personal representatives.

         1.4.     In this Agreement any word or expression that imports any
                  gender shall include all genders and the singular shall
                  include the plural and vice versa.

         1.5.     Clause headings in this Agreement are for ease of reference
                  only and do not affect the construction of any provision.

         1.6.     The schedules hereto form part of this Agreement and shall
                  have effect as if set out herein. Any reference to this or the
                  "Agreement" (whether in this Agreement or in the schedules
                  hereto) shall include both this Agreement and the schedules
                  hereto.

2.       AGREEMENT FOR SALE

         Subject to the terms and conditions of this Agreement, the Vendors
         shall sell as beneficial owners and the Purchaser shall purchase the
         Shares, free from all liens, charges and encumbrances and with all
         rights attaching to them, with effect from Completion.

3.       PURCHASE CONSIDERATION

         3.1      The Purchase Price for the Shares shall be US$9,400,000.00,
                  subject to adjustment pursuant to clauses 3.2 to 3.5 inclusive
                  in the order that such clauses are set out below;

         3.2      The purchase price of US$9,400,000.00 provided for in clause
                  3.1 shall be adjusted (by increasing if the amount is positive
                  or decreasing if the amount is negative the same as necessary)
                  by an amount (if any) equal to "Total Current Assets of
                  DesalCo Group" minus "Total Current Liabilities of DesalCo
                  Group" as at the end of the calendar month immediately prior
                  to Completion. "Total Current Assets of DesalCo Group" and
                  "Total Current Liabilities of DesalCo Group" shall be
                  determined from the consolidated balance sheet of the DesalCo
                  Group as at the end of the calendar month immediately prior to
                  Completion. These amounts shall be as agreed by the parties
                  and in the absence of agreement reached five Business Days
                  prior to Completion shall be determined at the expense of the
                  Purchaser by the Company's Auditors.

         3.3      The purchase price of US$9,400,000.00 provided for in clause
                  3.1 as adjusted by clause 3.2 shall be further adjusted (by
                  increasing if the amount is positive or decreasing if the
                  amount is negative the same as necessary) by an amount equal
                  to:


<PAGE>

                                       5

                  (i)      9.09% of "Actual Gross Equity of OCC" minus
                           "Calculated Gross Equity of OCC" as at the end of the
                           calendar month immediately prior to Completion; and

                  (ii)     7.14% of "Actual Gross Equity of OCBVI" minus
                           "Calculated Gross Equity of OCBVI" as at the end of
                           the calendar month immediately prior to Completion.

                  "Actual Gross Equity of OCC", "Calculated Gross Equity of
                  OCC", "Actual Gross Equity of OCBVI" and "Calculated Gross
                  Equity of OCBVI" shall have the meanings as defined in the
                  TCF/NAMF Agreement.

         3.4      The parties agree that the purchase price of US$9,400,000.00
                  provided for in clause 3.1 as adjusted by clause 3.2 and
                  clause 3.3 above is based on the assumption that the business
                  of the Water Supply Companies (excluding for the purposes of
                  this clause only, WCL), shall, from the end of the calendar
                  month immediately prior to Completion until the date of
                  Completion, be conducted and operated in its usual and normal
                  manner and that they do not suffer or incur any extraordinary,
                  non-recurring or unusual losses or expenses or make any
                  dividend payments. To the extent that such losses or expenses
                  are incurred or dividends paid during the period
                  aforementioned, the purchase price of US$9,400,000.00 provided
                  for in clause 3.1 as adjusted by clause 3.2 and clause 3.3
                  above shall be decreased as follows:


                  (a)      to the full extent of the impact of such event on
                           shareholders' equity of the DesalCo Group during the
                           period aforementioned. Shareholders' equity of the
                           DesalCo Group shall be as agreed by the parties and
                           in the absence of agreement shall be determined in
                           accordance with the following provisions hereof; and

                  (b)      by 7.14% of the impact of such event on Actual Gross
                           Equity of OCBVI during the period aforementioned as
                           determined under the TCF/NAMF Agreement; and


                  (c)      by 9.09% of the impact of such event on Actual Gross
                           Equity of OCC during the period aforementioned as
                           determined under the TCF/NAMF Agreement.

                  In the absence of agreement under sub-clause (a) above or
                  determination of Actual Gross Equity of OCBVI or Actual Gross
                  Equity of OCC under the TCF/NAMF Agreement by or on Completion
                  the Purchaser may retain such amount of the Purchase Price as
                  is reasonable and following Completion the amount of the
                  decrease in the Purchase Price shall be determined as soon as
                  reasonably possible at the expense of the Purchaser (i) by the
                  Company's auditors (in the case of a reduction under
                  sub-clause


<PAGE>

                                       6

                  (a) above) or (ii) under the TCF/NAMF Agreement (in the case
                  of a deduction pursuant to sub-clause (b) or (c) above).
                  Within five (5) working days of such determination, in the
                  event that the amount so retained exceeds the amount so
                  determined the difference shall be paid by the Purchaser to
                  the Vendors and in the event that the amount so retained is
                  less than the amount so determined the difference shall be
                  paid by the Vendors to the Purchaser.

         3.5      The Purchase Price of US$9,400,000.00 as provided for in
                  clause 3.1, as adjusted by clauses 3.2 to 3.4 (inclusive)
                  above shall be further adjusted by increasing the same by a
                  simple interest factor calculated on the same at the rate of
                  10% per annum (based on a 365 day year) calculated daily for
                  the period of July 1, 2002 until the date of Completion.

         3.6      The Purchase Price shall be paid, at the option of the
                  Vendors, by way of bankers draft drawn on a Cayman Islands
                  class A licensed bank or wire transfer to such account as the
                  Vendors may designate.

         3.7      In the event that the Purchaser completes the purchase of the
                  shares held by BACO in WCL within 180 days of Completion
                  hereunder, the Vendors agree that they will pay to the
                  Purchaser a sum equal to 1,911 multiplied by US$690.00 minus
                  any lesser amount payable to BACO per share under such sale
                  i.e. 1,911 x {US$690-BACO per share price}. This clause shall
                  survive Completion.

4.       CONDITIONS PRECEDENT AND RESCISSION

         4.1      Completion is conditional on the following conditions
                  precedent, all of which are for the benefit of the Purchaser:

                  (a)      the contemporaneous completion of the TCF/NAMF
                           Agreement;

                  (b)      the execution and exchange of a share purchase
                           agreement between the Purchaser and BACO, in relation
                           to the shares held by BACO in WCL; and

                  (c)      the approval in writing of the Governor in Council of
                           the Cayman Islands to the purchase by the Purchaser
                           of the Shares pursuant to the Licences.

                  The Purchaser agrees to use its best efforts to negotiate,
                  execute and exchange a share purchase agreement between the
                  Purchaser and BACO in relation to the shares held by BACO in
                  WCL.

         4.2      If conditions precedent (b) and (c) above are not fulfilled
                  (or, at the option of the Purchaser, waived in writing) or if
                  the TCF/NAMF Agreement is validly rescinded in accordance with
                  the terms thereof by or on October



<PAGE>

                                       7

                  31, 2002, (or such later date as the parties may in writing
                  agree) this Agreement shall cease to have effect and each
                  party shall have no further claim under it against the other.

         4.3      If condition precedent (a) above is not fulfilled by or on
                  October 31, 2002 (or such later date as the parties may agree
                  in writing) (1) the Purchaser may, provided the
                  non-fulfillment of such condition precedent is due to an act
                  or omission of the Vendors or TCP or NAMF and (2) the Vendors
                  may, provided the non-fulfillment of such condition precedent
                  is due to an act or omission of the Purchaser either:

                  (a)      defer Completion not more than 28 days after the due
                           date and the provisions of this clause 4.3, including
                           this sub-clause, shall apply to Completion as so
                           deferred; or

                  (b)      in the case of the Purchaser, waive condition
                           precedent (a) and pursue all remedies available to
                           it; or

                  (c)      in the case of the Vendors, proceed to Completion so
                           far as practicable (without prejudice to its rights
                           hereunder) and pursue all other remedies available to
                           it as if condition precedent (a) did not exist; or

                  (d)      rescind this Agreement in which case this Agreement
                           shall cease to have effect and each party shall have
                           no further claim under it against the other.

5.       COMPLETION

         5.1      Completion shall take place at the offices of the Purchaser's
                  attorneys, Charles Adams, Ritchie & Duckworth, 4th Floor
                  Zephyr House, Mary Street, George Town, Grand Cayman on
                  November 29th, 2002 at 10:00 in the forenoon or such earlier
                  date as the Purchaser may specify after giving five Business
                  Days notice to the Vendors.

         5.2      At Completion, the Vendors shall deliver (or procure the
                  delivery, as the case may be) to the Purchaser of the
                  following:

                  5.2.1    duly completed and signed transfers in favour of the
                           Purchaser of the Shares together with the relevant
                           share certificates;

                  5.2.2    the Deed of Release duly executed by the Vendors;

                  5.2.3    the resignations of all of the directors and officers
                           in the DesalCo Group with a written acknowledgement
                           in such form as the Purchaser may require that such
                           persons (other than the Vendors) have no claim
                           against any company in the DesalCo Group;


<PAGE>

                                       8

                  5.2.4    the resignation of the Vendors as employees in the
                           DesalCo Group;

                  5.2.5    duly completed and executed copies of the Engineering
                           Services Agreement (executed by both the Company and
                           DWEER-Tech) dated as of the day of Completion;

                  5.2.6    the resignation of William T. Andrews as a director
                           and officer of WCL, OCC, and OCBVI with written
                           acknowledgements in such form as the Purchaser may
                           require that he has no claim against WCL, OCC, or
                           OCBVI; and

                  5.2.7    the resignation of employment, or evidence of
                           termination of employment, of Derek M. Woolley as an
                           employee of the Company.

         5.3      At Completion or as soon as practicable thereafter the Vendors
                  shall deliver or make available to the Purchaser:

                  5.3.1    The seals, including any duplicates, and Certificates
                           of Incorporation of the DesalCo Group, and the
                           Certificate of Change of Name of the Company;

                  5.3.2    The statutory books, books of account and records of
                           the DesalCo Group, complete and up to date, all in a
                           method of transmittal reasonably satisfactory to the
                           Purchaser provided that the Vendors may retain and
                           keep copies of all records relating to the sale of
                           the Shares contemplated hereby;

                  5.3.3    The appropriate forms to amend the mandates given by
                           the DesalCo Group to its bankers; and

                  5.3.4    All equipment, furniture, supplies, drawings,
                           software, electronic data, intellectual property and
                           all other rights and assets owned by or under the
                           possession and control of the DesalCo Group whether
                           located at the offices of the Company at the
                           International Centre, 26 Bermudiana Road, Hamilton,
                           Bermuda or at the premises of DSB at Sandy Lane,
                           Barbados or elsewhere.

         5.4      At Completion the Vendors shall repay all monies then owing by
                  them to any of the Water Supply Companies, whether due for
                  payment or not.

         5.5      At or prior to Completion board meetings of the DesalCo Group
                  shall be held (or resolutions passed) at which:

                  5.5.1    Such persons as the Purchaser may nominate shall be
                           appointed additional directors and officers;


<PAGE>

                                       9

                  5.5.2    In relation to the Company, the transfers referred to
                           in clauses 5.2.1 shall be approved;

                  5.5.3    In relation to the Company, the Engineering Services
                           Agreement is approved and execution of the same is
                           authorised;

                  5.5.4    It is confirmed that the DWEER Distributorship
                           Agreement, and the DWEER Transfer Agreement, remain
                           in full force and effect at Completion, without
                           modification from what is attached to this Agreement;
                           and

                  5.5.3    The resignations referred to in clauses 5.2.3 and
                           5.2.4 shall be submitted and accepted.

         5.6      At or prior to Completion the Purchaser shall deliver to the
                  Vendors a copy of a resolution of the board of directors of
                  the Purchaser:

                  5.6.1    approving and authorizing the execution and delivery
                           of this Agreement and all documents related to the
                           transactions contemplated by this Agreement; and

                  5.6.2    appointing William T. Andrews as a director of the
                           Purchaser in Group 1 of its directors, whose current
                           term expires at the annual general meeting of the
                           Purchaser in 2004.

         5.7      On Completion the Purchaser will pay the Purchase Price, in
                  the manner as set out in clause 3.6.

6.       WARRANTIES

         6.1      Subject to all matters or things disclosed in the Disclosure
                  Letter, the Vendors jointly and severally warrant to the
                  Purchaser that, as at the date hereof and, again, as at
                  Completion, the Warranties set out in Schedule 2 are true and
                  accurate in all respects.

         6.2      Each of the Warranties is without prejudice to any other
                  warranty or undertaking and, except where expressly stated, no
                  clause contained in this Agreement governs or limits the
                  extent or application of any other clause.

         6.3      The rights and remedies of the Purchaser in respect of any
                  breach of the Warranties pursuant to clause 6.1, clause 6.6 or
                  clause 6.8 shall not be affected by Completion, by any failure
                  to exercise or delay in exercising any right or remedy or by
                  any other event or matter whatsoever, except a specific and
                  duly authorised written waiver or release.

         6.4      The information in and incorporated in the Disclosure Letter
                  shall be deemed to be disclosed again at Completion.


<PAGE>

                                       10

         6.5      The Vendors shall disclose in writing to the Purchaser any
                  matter or thing (other than those matters or things already
                  disclosed in the Disclosure Letter) which may to the knowledge
                  of the Vendors arise or, regardless of when they occurred,
                  become known to the Vendors after the date hereof and before
                  Completion which is inconsistent with any of the Warranties or
                  which might make any such Warranties inaccurate or misleading
                  at Completion.

         6.6      If the Vendors fail to disclose as required by clause 6.5, the
                  Purchaser's remedy shall be whatever remedies are available to
                  the Purchaser without limitation under this Agreement or
                  otherwise.

         6.7      In the event of any of such matters or things as are mentioned
                  in clause 6.5 above being disclosed to the Purchaser before
                  Completion then, if the aggregate effect of such matters or
                  things are such that the Business of the DesalCo Group is
                  materially and adversely affected, the Purchaser may, prior to
                  Completion, rescind this Agreement by notice in writing to the
                  Vendors. For the purposes of this clause 6.7, the Business of
                  the DesalCo Group shall be deemed to be materially and
                  adversely affected if the Purchaser, had it known of such
                  matters or things, might reasonably have been expected to
                  reduce the Purchase Price by US$2,360,000.00 (Two Million
                  Three Hundred and Sixty Thousand United States Dollars) or
                  more. Upon such rescission this Agreement shall cease to have
                  effect and each party shall have no further claim under it
                  against the other. Other than as provided for in this
                  Agreement, the Purchaser shall not be entitled to rescind this
                  Agreement.

         6.8      For the avoidance of doubt and notwithstanding the provisions
                  of clause 6.7 above, in the event of any such matters or
                  things as are mentioned in clause 6.5 being disclosed to the
                  Purchaser before Completion:

                  (i)      which do not give rise to the Purchaser's option of
                           recission pursuant to clause 6.7; or

                  (ii)     which do give rise to such option but the Purchaser
                           does not elect to exercise such option;

                  the Purchaser shall be entitled to claim damages for breach of
                  the terms of this Agreement.

         6.9      The Purchaser shall not be entitled to exercise its rights of
                  rescission under clause 6.7 without first giving the Vendors
                  seven days in which to remedy such matter or thing to the
                  reasonable satisfaction of the Purchaser and, if necessary,
                  the date set for Completion shall be deferred to such later
                  date (being no later than the later of (i) seven days from the
                  giving of notice by the Purchaser of his decision to rescind
                  and (ii) the date on which Completion would have taken place
                  had the right of rescission not arisen)



<PAGE>

                                       11

                  as shall give the Vendors the opportunity to remedy the matter
                  or thing to the reasonable satisfaction of the Purchaser.

         6.10     The provisions of Schedule 4 shall operate to limit the
                  liability of the Vendors under and in respect of the
                  provisions of clauses 3.4 and 6 of this Agreement and the
                  Warranties set out in Schedule 2 of this Agreement; provided
                  that, such limitations shall in no way be exclusive
                  limitations and shall not prevent the Vendors or the Purchaser
                  from relying on any other provisions of this Agreement or any
                  legal principle with a view to limiting their liability
                  hereunder.

         6.11     The Purchaser hereby represents and warrants to the Vendors as
                  follows:

                  The Purchaser is a company duly organized, validly existing
                  and in good standing under the laws of the Cayman Islands. The
                  Purchaser has all requisite corporate power and authority to
                  enter into this Agreement, to perform its obligations
                  hereunder and thereunder and to consummate the transactions
                  contemplated hereby and thereby. All corporate acts and other
                  proceedings required to be taken by the Purchaser to authorize
                  the execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby have
                  been duly and properly taken. This Agreement has been duly
                  executed and delivered by the Purchaser and constitutes legal,
                  valid and binding obligations of the Purchaser, enforceable
                  against the Purchaser in accordance with its terms.

         6.12     The Purchaser acknowledges that it has not entered into this
                  Agreement in reliance upon any warranty, representation or
                  promise other than those set forth in this Agreement.

7.       RESTRICTIVE AGREEMENTS

         7.1      For the purpose of assuring to the Purchaser the full benefit
                  of the businesses and goodwill of the Company, each of the
                  Vendors undertakes by way of further consideration for the
                  obligations of the Purchaser under this Agreement as a
                  separate and independent agreement (which shall survive
                  Completion) that they will not, unless performing or required
                  under the Engineering Services Agreement or the DWEER
                  Distributorship Agreement, or acting as a director of the
                  Purchaser or otherwise with the consent of the Purchaser:

                  7.1.1    at any time after Completion disclose to any person,
                           and, where the same is in his possession or control,
                           shall use his best endeavours to prevent the
                           publication or disclosure, without the prior written
                           consent of the Purchaser, such consent not to be
                           unreasonably withheld, of any information concerning
                           the business, accounts or finances of any Water
                           Supply Company or any of its clients' or


<PAGE>

                                       12

                           customers' transactions or affairs, which may, or may
                           have, come to his knowledge;

                  7.1.2    for a period of seven years after Completion either
                           on his own account or for any other person directly
                           or indirectly endeavour to entice away from
                           employment with any Water Supply Company or the
                           Purchaser any person who to his knowledge is now or
                           has preceding the date of this Agreement been an
                           employee of any Water Supply Company or the Purchaser
                           save for Donna Stamper and Tina DeSilva whom the
                           Vendors may employ from a date no earlier than 6
                           months after Completion or such earlier date as the
                           Purchaser may agree to in writing;

                  7.1.3    for a period of seven years after Completion, without
                           the Purchaser's prior written consent, either alone
                           or jointly with or as manager, agent for or employee
                           of or consultant to any person, directly or
                           indirectly carry on or be engaged or concerned or
                           interested in the Business (other than as a holder of
                           (1) less than 5 percent of any class of shares or
                           debentures of any person listed on any stock exchange
                           which is directly or indirectly engaged or concerned
                           or interested in the Business or (2) any interest in
                           any pooled investment vehicle over which Vendors do
                           not exercise control).

8.       DWEER TECHNOLOGY

         After Completion the Purchaser agrees that it will cause the Company to
         maintain the DWEER Transfer Agreement in full force and effect, and
         undertakes to ensure that the Company completes the transfer of
         technology and fulfils its other obligations as set out therein. The
         Purchaser agrees that this Share Sale Agreement creates no relationship
         with DWEER-Tech and does not allow the Purchaser to make any claims
         against DWEER-Tech under this Share Sale Agreement.

9.       GENERAL

         9.1      Subject to the terms of any confidentiality agreements binding
                  on the Purchaser, except as provided herein, and where
                  necessary for Completion by disclosing the minimum amount of
                  information necessary, no announcement of any kind shall be
                  made with respect to the subject matter of this Agreement
                  unless specifically agreed in writing between the parties.
                  Subject to the terms of any confidentiality agreements binding
                  on the Purchaser the Vendors agree that the Purchaser may,
                  without any prior notice or consultation with the Vendors,
                  make such announcements and disclosures as may be required
                  pursuant to the relevant laws, rules or regulations relating
                  to the listing or offering of the Purchaser's shares on the
                  NASDAQ Exchange. This clause shall survive Completion.


<PAGE>

                                       13

         9.2      If this Agreement ceases to have effect the Purchaser will
                  release and return to the Vendors all documents provided to
                  the Purchaser or its advisers in connection with this
                  Agreement and will not use, disclose or make available to any
                  other person any information which it or its advisers have
                  been given in respect of any DesalCo Group company and which
                  is not in the public domain.

         9.3      This Agreement shall be binding upon each party's successors
                  and assigns and personal representatives (as the case may be)
                  but, none of the rights of the parties under this Agreement or
                  the Warranties may be assigned or transferred. Notwithstanding
                  the aforesaid, the Vendors agree that, if they are requested
                  to do so by the Purchaser, they will procure that the Company
                  take title, at the expense of the Purchaser, to the shares
                  held by NAMF in OCBVI pursuant to the terms of the TCF/NAMF
                  Agreement, provided that the Company shall not incur any
                  liability from doing so and, in so far as the Company does
                  incur any liability from doing so, the Purchaser shall fully
                  and effectively indemnify the Company in respect of such
                  liability for so long as the Company is owned by the Vendors.

         9.4      Save as otherwise agreed in writing or provided herein, all
                  expenses incurred by or on behalf of the parties, including
                  all fees of agents, representatives, solicitors, accountants
                  and actuaries employed by any of them in connection with the
                  negotiation, preparation or execution of this Agreement shall
                  be borne solely by the party who incurred the liability.

         9.5      Time shall be of the essence of this Agreement, both as
                  regards the dates and periods specifically mentioned and as to
                  any dates and periods which may by agreement in writing
                  between or on behalf of the Vendors and the Purchaser be
                  substituted for them.

         9.6      All notices or other communications required or permitted to
                  be given hereunder shall be in writing and shall be served by
                  delivering the same by hand or by sending the same by
                  facsimile or reputable courier service and shall be deemed
                  given, if sent by hand, when delivered, if sent by facsimile,
                  upon the date stated in the transmission report or, if sent by
                  courier service, on delivery by the relevant courier service,
                  in each case, to the address set out below or such other
                  address as is notified by the relevant person from time to
                  time, provided that a notice given in accordance with the
                  above but received on a non-working day or after business
                  hours in the place of receipt shall only be deemed to be given
                  on the next working day in that place:

                  (a)      if to the Purchaser,

                           Consolidated Water Co. Ltd.
                           Trafalgar Place
                           West Bay Road


<PAGE>

                                       14

                           P.O. Box 1114 GT
                           Grand Cayman
                           Facsimile:+1 (345) 949-2947

                  (b)      if to the Vendors,

                           William T. Andrews and Margaret D. Andrews
                           12 Chapel Road
                           Paget, PG 02
                           Bermuda
                           Facsimile No: +1 (441) 236-0647

         9.7      If any of the provisions of this Agreement is found by any
                  Court or any other competent authority to be void or
                  unenforceable, that provision shall be deemed to be deleted
                  from this Agreement and the remaining provisions of this
                  Agreement shall continue in full force and effect.
                  Notwithstanding the foregoing, the parties shall thereupon
                  negotiate in good faith in order to agree the terms of a
                  mutually satisfactory provision to be substituted for the
                  provision so found to be void or unenforceable.

         9.8      This Agreement contains the entire agreement between the
                  parties with respect to the subject matter hereof, supersedes
                  all previous agreements and understandings between the parties
                  with respect hereto, and may not be modified except by an
                  instrument in writing signed by the duly authorised
                  representatives of the parties.

         9.9      Each party acknowledges that in entering into this Agreement
                  it does not do so on the basis of, and does not rely on, any
                  representation, warranty or other provision except as
                  expressly provided herein, and all conditions, warranties, or
                  other terms implied by statute or common law are hereby
                  excluded to the fullest extent permitted by law.

         9.10     This Agreement may be entered into in any number of
                  counterparts and by the parties to it on separate
                  counterparts, each of which when so executed and delivered
                  shall be an original, but all the counterparts shall together
                  constitute one and the same instrument.

10.      GOVERNING LAW AND JURISDICTION

         10.1     This Agreement is governed by and shall be construed in
                  accordance with the laws of the Cayman Islands.

         10.2     The parties hereto agree that the Courts of the Cayman Islands
                  shall have the jurisdiction to settle any disputes that may
                  arise in connection with this Agreement and that any judgement
                  or order of a Cayman Islands Court in connection with this
                  Agreement is conclusive and binding on them and may be
                  enforced against them in the courts of any other jurisdiction.
                  This clause shall not limit the right of either party hereto
                  to bring proceedings


<PAGE>

                                       15

                  against the other party in connection with this Agreement in
                  any other court of competent jurisdiction or concurrently in
                  more than one jurisdiction.

         10.3     The parties hereto waive any objection which they may have to
                  the courts of the Cayman Islands on the grounds of venue or
                  forum non-conveniens or any similar grounds as regards
                  proceedings in connection with this Agreement and they consent
                  to service of process by mail or by any other manner permitted
                  by the relevant law.

         10.4     Without prejudice of the rights of the Purchaser to employ any
                  method of service permitted by Cayman Islands Law, the Vendors
                  hereby irrevocably appoint Campbells, Attorneys-at-Law, as
                  their authorised agent for service of process in the Cayman
                  Islands. Any claim, form, writ, summons, judgement or other
                  notice of legal process shall be sufficiently served on the
                  Vendors if delivered to that agent at its address for the time
                  being. The Vendors shall not revoke the authority of that
                  agent. If for any reason that such agent no longer serves as
                  agent of the Vendors to receive service of process, the
                  Vendors shall promptly appoint another such agent and
                  immediately advise the Purchaser of that appointment.

AS WITNESS WHEREOF the parties hereto have set their hands the date first above
written.

SIGNED for and on behalf of            )
Consolidated Water Co. Ltd.            )
by                                     )
in the presence of:                    )
                                       )
                                       )
/s/ Richard L. Finlay                  )   /s/ Jeffrey M. Parker
- ------------------------------------   )   ------------------------------------
Witness



SIGNED by the Vendors                  )   /s/ W. T. Andrews
in the presence of:                    )   ------------------------------------
                                       )   William T. Andrews
                                       )
                                       )
                                       )
/s/ Donna Stamper                      )   /s/ Margaret D. Andrews
- ------------------------------------   )   ------------------------------------
Witness                                    Margaret D. Andrews

         95 South Road
         Paget PG03
         Bermuda

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>g80547exv2w2.txt
<DESCRIPTION>AGREEMENT TO AMEND SHARE SALE AGREEMENT 11/29/02
<TEXT>
<PAGE>


                                                                     EXHIBIT 2.2


                            DATED: NOVEMBER 29th, 2002




                     AGREEMENT TO AMEND SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                   WILLIAM T. ANDREWS AND MARGARET D. ANDREWS



















                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>


                     AGREEMENT TO AMEND SHARE SALE AGREEMENT


THIS AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 29th day of November
2002


BETWEEN:

(1)      CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and


(2)      WILLIAM T. ANDREWS and MARGARET D. ANDREWS of 12 Chapel Road, Paget, PG
         02, Bermuda (the "Vendors") of the second part.


 WHEREAS:

The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").

The Share Sale Agreement provided at Clause 9.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.

The completion of the Share Sale Agreement was made conditional on the happening
of certain events on or before November 29, 2002, and the parties have agreed
that the conditions precedent to the Share Sale Agreement are unlikely to be
satisfied by that date and accordingly the parties have agreed to enter into
this amending agreement to provide for the later completion date and the
consequences thereof.


NOW IT IS HEREBY AGREED as follows:

1.       Clauses 4.2 and 4.3 of the Share Sale Agreement are each amended by
         deleting "November 29, 2002", wherever it appears, and substituting
         therefor "December 31, 2002".

2.       Clause 5.1 of the Share Sale Agreement is amended by deleting "November
         29, 2002", and substituting therefor "December 31, 2002".

3.       The Share Sale Agreement is amended by adding the following clauses
         after clause 3.7:

<PAGE>


         "3.8 Only in the event that both or either of:

         (i)      the "Total Current Assets of DesalCo Group" and "Total Current
                  Liabilities of DesalCo Group"; and/or

         (ii)     the "Actual Gross Equity of OCC" and the "Actual Gross Equity
                  of OCBVI"

         have not been agreed or determined pursuant to clause 3.2 or 3.3,
         respectively, within 2 Business Days prior to Completion, then the
         amount of cash payable at Completion by the Purchaser to the Vendors
         shall be an initial payment (the "Initial Payment") being the Purchase
         Price that would have been payable had Completion taken place on 29th
         November, 2002.

         3.9 In the event that clause 3.8 becomes applicable, within 5 Business
         Days after the "Total Current Assets of DesalCo Group" and "Total
         Current Liabilities of DesalCo Group" have been determined by the
         Company's Auditors and the "Actual Gross Equity of OCC" and the "Actual
         Gross Equity of OCBVI" have been determined by OCC's Auditors and
         OCBVI's Auditors respectively pursuant to clause 3.2 and 3.3 or
         otherwise agreed between the parties an adjusting payment, calculated
         as the Purchase Price less the Initial Payment (the "Adjusting
         Payment"), shall be made by the Purchaser to the Vendors, if the
         Adjusting Payment is a positive amount, or by the Vendors to the
         Purchaser, if the Adjusting Payment is a negative amount. All
         determinations to be made by Auditors under clauses 3.2 and 3.3 shall
         be made within 60 days of Completion unless the parties have already
         agreed the relevant amounts between themselves."

4.       The Share Sale Agreement is amended by inserting in clause 5.7 after
         "Purchase Price" the words "or the Initial Payment as calculated
         pursuant to clause 3.8, if applicable"

5.       Except as expressly modified by this Agreement, the Share Sale
         Agreement continues in full force and effect according to its terms.

AS WITNESS WHEREOF the parties hereto have set their hands the date first above
written.

SIGNED for and on behalf of )
Consolidated Water Co. Ltd. )
by Jeffrey M. Parker        )
in the presence of:         )
                            )


/s/ Frederick W. McTaggart                   /s/ Jeffrey M. Parker
- ---------------------------------------     ------------------------------------
Witness


<PAGE>


SIGNED by William T, Andrews )
in the presence of:          )
                                             /s/ William T. Andrews
                                            ------------------------------------
                                            William T. Andrews
/s/ John Wolf
- ---------------------------------------
Witness:
Witness name:  John Wolf
Address:     P.O. Box 884 GT, Grand Cayman
Occupation:  Attorney-at-Law


SIGNED by Margaret D. Andrews )             /s/ Margaret D. Andrews
in the presence of:           )             ------------------------------------
                                             Margaret D. Andrews

/s/ Donna Stamper
- ---------------------------------------
Witness:
Witness name:  Donna Stamper
Address:     95 South Road, Paget, Bermuda
Occupation:  Administration Manager



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>5
<FILENAME>g80547exv2w3.txt
<DESCRIPTION>SECOND AGREEMENT TO AMEND SHARE & SALE AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.3



                            DATED: December 30, 2002






                 SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                   WILLIAM T. ANDREWS AND MARGARET D. ANDREWS

















                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>


                 SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT


THIS SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 30th day of
December, 2002


BETWEEN:

(1)      CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

(2)      WILLIAM T. ANDREWS and MARGARET D. ANDREWS of 12 Chapel Road, Paget, PG
         02, Bermuda (the "Vendors") of the second part.


WHEREAS:

The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").

The Share Sale Agreement provided at Clause 9.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.

The Share Sale Agreement was amended to provide for a later completion date and
the consequences thereof by an Agreement to Amend Share Sale Agreement dated
November 29, 2002 (the "Amending Agreement").

The completion of the Share Sale Agreement as amended by the Amending Agreement
was made conditional on the happening of certain events on or before December
31, 2002, and the parties have agreed that the conditions precedent to the Share
Sale Agreement as amended by the Amending Agreement are unlikely to be satisfied
by that date and accordingly the parties have agreed to enter into this second
amending agreement to provide for the later completion date and the consequences
thereof.


NOW IT IS HEREBY AGREED as follows:-

1.       Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement as amended by the
         Amending Agreement are each amended by deleting "December 31, 2002",
         wherever it appears, and substituting therefor "January 31, 2003".


<PAGE>


2.       Clause 3.8 of the Share Sale Agreement as amended by the Amending
         Agreement is amended by deleting "November 29, 2002" wherever it
         appears and substituting therefor "December 31, 2002".

3.       Except as expressly modified by this Agreement, the Share Sale
         Agreement as amended by the Amending Agreement continues in full force
         and effect according to its terms.

AS WITNESS WHEREOF the parties hereto have set their hands the date first above
written.


SIGNED for and on behalf of        )
Consolidated Water Co. Ltd.        )
by Jeffrey M. Parker               )
in the presence of:                )
                                   )
                                   )
/s/ Brent Santha                   ) /s/ Jeffrey M. Parker
- -------------------------------    )---------------------------------------
Witness: Brent Santha                Chairman & C.E.O.
         P.O. Box 1114 GT,
         Grand Cayman
         Management Accountant


SIGNED by the Vendors              )
in the presence of:                )
                                   )
                                   )
 /s/ Gerard Pereira                )  /s/ William T. Andrews
- -------------------------------    ) --------------------------------------
Witness: Gerard Pereira              William T. Andrews
         Grand Cayman


SIGNED by the Vendors              )
in the presence of:                )
                                   )
                                   )
/s/ Donna Stamper                  ) /s/ Margaret D. Andrews
- -------------------------------    )---------------------------------------
Witness:  Donna Stamper             Margaret D. Andrews
          95 South Road
          Paget PG03
          Bermuda

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>6
<FILENAME>g80547exv2w4.txt
<DESCRIPTION>THIRD AGREEMENT TO AMEND SHARE & SALE AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.4


                            DATED: JANUARY 31, 2003






                  THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                   WILLIAM T. ANDREWS AND MARGARET D. ANDREWS
















                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>

                                                                     EXHIBIT 2.4

                  THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT


THIS THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 31st day of
January, 2003


BETWEEN:

(1)      CONSOLIDATED WATER CO, LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

(2)      WILLIAM T. ANDREWS and MARGARET D. ANDREWS of 12 Chapel Road, Paget, PG
         02, Bermuda (the "Vendors") of the second part.


WHEREAS:

The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").

The Share Sale Agreement provided at Clause 9.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.

The Share Sale Agreement was amended to provide for a later completion date and
the consequences thereof by an Agreement to Amend Share Sale Agreement dated
November 29, 2002 and a Second Agreement to Amend Share Sale Agreement dated
December 30,2002 (together the "Amending Agreements").

The completion of the Share Sale Agreement as amended by the Amending Agreements
was made conditional on the happening of certain events on or before January 31,
2003, and the parties have agreed that the conditions precedent to the Share
Sale Agreement as amended by the Amending Agreements are unlikely to be
satisfied by that date and accordingly the parties have agreed to enter into
this third amending agreement to provide for the later completion date and the
consequences thereof.

NOW IT IS HEREBY AGREED as follows:-


1.       Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement as amended by the
         Amending Agreement are each amended by deleting "January 31, 2003",
         wherever it appears, and substituting therefor "February 14, 2003".

<PAGE>


2.       Clause 3 of the Share Sale Agreement as amended by the Amending
         Agreements is deleted in its entirety and replaced with the following:

         "3.      PURCHASE CONSIDERATION

         3.1      The Purchase Price for the Shares shall be US$9,400,000.00,
                  subject to adjustment pursuant to clauses 3.2 to 3.5 inclusive
                  in the order that such clauses are set out below;

         3.2      The purchase price of US$9,400,000.00 provided for in clause
                  3.1 shall be adjusted (by increasing if the amount is positive
                  or decreasing if the amount is negative the same as necessary)
                  by an amount (if any) equal to "Total Current Assets of
                  DesalCo Group" minus "Total Current Liabilities of DesalCo
                  Group" as at the end of the calendar month immediately prior
                  to Completion. "Total Current Assets of DesalCo Group" and
                  "Total Current Liabilities of DesalCo Group" shall be
                  determined from the consolidated balance sheet of the DesalCo
                  Group as at the end of the calendar month immediately prior to
                  Completion. These amounts shall be initially determined from
                  the Company's balance sheet in its management accounts as at
                  31 December 2002 for the purpose of calculating the Initial
                  Payment (as defined in clause 3.6 below) and, subsequently,
                  shall be determined at the expense of the Purchaser by the
                  Company's Auditors for the purposes of calculating the
                  Adjusting Payment (as defined in clause 3.8 below).

         3.3      The purchase price of US$9,400,000.00 provided for in clause
                  3.1 as adjusted by clause 3.2 shall be further adjusted (by
                  increasing if the amount is positive or decreasing if the
                  amount is negative the same as necessary) by an amount equal
                  to:

                  (i)      9.09% of "Actual Gross Equity of OCC" minus
                           "Calculated Gross Equity of OCC" as at the end of the
                           calendar month immediately prior to Completion; and

                  (ii)     7.14% of "Actual Gross Equity of OCBVI" minus
                           "Calculated Gross Equity of OCBVI" as at the end of
                           the calendar month immediately prior to Completion.

                  "Actual Gross Equity of OCC", "Calculated Gross Equity of
                  OCC", "Actual Gross Equity of OCBVI" and "Calculated Gross
                  Equity of OCBVI" shall have the meanings as defined in the
                  TCF/NAMF Agreement.

         3.4      The parties agree that the purchase price of US$9,400,000.00
                  provided for in clause 3.1 as adjusted by clause 3.2 and
                  clause 3.3 above is based on the assumption that the business
                  of the Water Supply Companies (excluding for the purposes of
                  this clause only, WCL), shall, from the end of the calendar
                  month immediately prior to Completion until the date of


<PAGE>



                  Completion, be conducted and operated in its usual and normal
                  manner and that they do not suffer or incur any extraordinary,
                  non-recurring or unusual losses or expenses or make any
                  dividend payments. To the extent that such losses or expenses
                  are incurred or dividends paid during the period
                  aforementioned, the purchase price of US$9,400,000.00 provided
                  for in clause 3.1 as adjusted by clause 3.2 and clause 3.3
                  above shall be decreased as follows:

                  (a)      to the full extent of the impact of such event on
                           shareholders' equity of the DesalCo Group during the
                           period aforementioned. Shareholders' equity of the
                           DesalCo Group shall be as agreed by the parties and
                           in the absence of agreement shall be determined in
                           accordance with the following provisions hereof; and

                  (b)      by 7.14% of the impact of such event on Actual Gross
                           Equity of OCBVI during the period aforementioned as
                           determined under the TCF/NAMF Agreement; and

                  (c)      by 9.09% of the impact of such event on Actual Gross
                           Equity of OCC during the period aforementioned as
                           determined under the TCF/NAMF Agreement.

                  In the absence of agreement under sub-clause (a) above or
                  determination of Actual Gross Equity of OCBVI or Actual Gross
                  Equity of OCC under the TCF/NAMF Agreement by or on Completion
                  the Purchaser may retain such amount of the Purchase Price as
                  is reasonable and following Completion the amount of the
                  decrease in the Purchase Price shall be determined as soon as
                  reasonably possible at the expense of the Purchaser (i) by the
                  Company's auditors (in the case of a reduction under
                  sub-clause (a) above) or (ii) under the TCF/NAMF Agreement (in
                  the case of a deduction pursuant to sub-clause (b) or (c)
                  above). Within five (5) working days of such determination, in
                  the event that the amount so retained exceeds the amount so
                  determined the difference shall be paid by the Purchaser to
                  the Vendors and in the event that the amount so retained is
                  less than the amount so determined the difference shall be
                  paid by the Vendors to the Purchaser.

         3.5      The Purchase Price of US$9,400,000.00 as provided for in
                  clause 3.1, as adjusted by clauses 3.2 to 3.4 (inclusive)
                  above shall be further adjusted by increasing the same by a
                  simple interest factor calculated on the same at five rate of
                  10% per annum (based on a 365 day year) calculated daily for
                  the period of July 1,2002 until the date of Completion.

         3.6      On Completion, an initial payment of the Purchase Price
                  calculated based upon the management accounts described in
                  clause 3.2 above (the "Initial Payment") shall be paid, at the
                  option of the Vendors, by way of bankers


<PAGE>


                  draft drawn on a Cayman Islands class A licensed bank or wire
                  transfer to such account as the Vendors may designate.

         3.7      In the event that the Purchaser completes the purchase of the
                  shares held by BACO in WCL "within 180 days of Completion
                  hereunder, the Vendors agree that they will pay to the
                  Purchaser a sum equal to 1,911 multiplied by US$690.00 minus
                  any lesser amount payable to BACO per share under such sale
                  i.e. 1911 x {US$690 - BACO per share price). This clause shall
                  survive Completion.

         3.8      Within 5 Business Days after the "Total Current Assets of
                  DesalCo Group" and "Total Current Liabilities of DesalCo
                  Group" have been determined by the Company's Auditors and the
                  "Actual Gross Equity of OCC" and the "Actual Gross Equity of
                  OCBVI" have been determined by OCC's Auditors and OCBVI's
                  Auditors respectively pursuant to clause 3.2 and 3.3 or
                  otherwise agreed between the parties an adjusting payment,
                  calculated as the Purchase Price based upon such determination
                  less the Initial Payment (the "Adjusting Payment"), shall be
                  made by the Purchaser to the Vendors, if the Adjusting Payment
                  is a positive amount, or by the Vendors to the Purchaser, if
                  the Adjusting Payment is a negative amount. All determinations
                  to be made by Auditors under clauses 3.2 and 3.3 shall be made
                  within 60 days of Completion unless the parties have already
                  agreed the relevant amounts between themselves.

         3.9      Notwithstanding anything to the contrary herein contained, all
                  adjustments required by Clauses 3.2 to 3.5 inclusive to
                  calculate the Purchase Price shall be made as if Completion
                  had occurred on January 31, 2003."

3.       Clause 5.7 of the Share Sale Agreement as amended by the Amending
         Agreements is amended to read as follows:

         "On Completion the Purchaser shall pay the Initial Payment as
         calculated pursuant to and in the manner as set out in clause 3.6.".

4.       Except as expressly modified by this Agreement, the Share Sale
         Agreement as amended by the Amending Agreement continues in full force
         and effect according to its terms.



<PAGE>

AS WITNESS WHEREOF the parties hereto have set their hands the date first above
written.

SIGNED for and on behalf of          )
Consolidated Water Co. Ltd.          )
by J.M. PARKER                       )
in the presence of:                  )
                                     )
                                     )
/s/ Frederick W. McTaggart           )   /s/ J. M. Parker
- -----------------------------------     -----------------------------------
Witness



SIGNED by the Vendors                )
in the presence of:                  )  /s/ William T. Andrews
                                     )  -----------------------------------
                                     )  William T. Andrews
                                     )
/s/ Janette E. Campbell              )  /s/ Margaret D. Andrews
- -----------------------------------     -----------------------------------
Witness                                 Margaret D. Andrews
JANETTE E. CAMPBELL
86 LANGBOURNE PLACE
LONDON E14 3WN
ENGLAND

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>7
<FILENAME>g80547exv2w5.txt
<DESCRIPTION>SHARE SALE AGREEMENT 10/04/02
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.5

                           DATED: OCTOBER 4TH , 2002


                              SHARE SALE AGREEMENT

                                    BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                 NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION

                                       AND

                  TRANSCONTINENTAL FINANCE CORPORATION LIMITED


                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS

<PAGE>

                                       2


                             SHARE SALE AGREEMENT

THIS SHARE SALE AGREEMENT is made this 4th day of October 2002,

BETWEEN:

1.       CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

2.       NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION of Elizabethan Square,
         George Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
         FINANCE CORPORATION LIMITED, of Elizabethan Square, George Town, Grand
         Cayman, (hereinafter "TCF") (together the "Vendors") of the second
         part.

WHEREAS:

The Purchaser wishes to acquire, inter alia, the issued share capital of Ocean
Conversion (Cayman) Limited and Ocean Conversion (BVI) Ltd. owned by the Vendors
from the Vendors on the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

         1.1.     In this Agreement the following words and expressions have the
                  following meanings (save where (1) expressly otherwise
                  provided or (2) the Agreement otherwise requires):

                  "Andrews" means William T. Andrews and Margaret D. Andrews;

                  "Andrews Agreement" means the Share Sale Agreement between the
                  Purchaser and William T. Andrews and Margaret D. Andrews of
                  even date a copy of which (excluding Schedule 9 thereto), is
                  attached as Schedule 5;

                  "Affiliates" means at any time with respect to a person,
                  another person that directly, or indirectly through one or
                  more intermediaries, controls, or is controlled by, or is
                  under common control with, such person;

                  "Assignments" means the assignment by NAMF to the Purchaser of
                  its interest in the Profit Sharing Agreement dated December
                  3rd 1993 (as amended) made between OCBVI and NAMF and the
                  assignment by EGL to the Purchaser of its interest in the
                  Profit Sharing Agreement dated December 3rd 1993 (as amended)
                  made between OCBVI and EGL both in the form set out in
                  Schedule 8 hereto.

                  "Binder Volumes" means the files of documents referred to in
                  clause 9 of Schedule 2, the indexes of which have been marked
                  and initialed by way of confirmation of the contents of such
                  files;

<PAGE>

                                       3


                  "Business" means the business of the supplying, installation,
                  management and operation of seawater desalination plants, as
                  carried out by the Companies on the date of this Agreement;

                  "Business Day" means a day on which class A licensed banks are
                  open for business in the Cayman Islands;

                  "BVI Water Agreement" means An Agreement to Produce Potable
                  Water from Seawater between The Government of the British
                  Virgin Islands and Reliable Water Company, Inc., dated 9 May
                  1990, as amended by a Supplemental Agreement, dated 14 March
                  1991, and a Supplemental Agreement #2, dated 24 January 1992;

                  "Cash Consideration" shall mean the cash consideration payable
                  by the Purchaser to the Vendors as calculated pursuant to
                  clause 3.1.1;

                  "Companies" means the companies listed in Schedule 1 in which
                  the Vendors hold issued shares as set out in Schedule 1 or,
                  where the context requires, either of them individually and
                  "Company" shall be construed accordingly. The individual
                  Companies shall be referred to in this Agreement by the
                  initials appearing next to their names in Schedule 1.

                  "Consideration Shares" has the meaning assigned thereto in
                  clause 3.1.2;

                  "Completion" means completion of the sale and purchase of the
                  Shares;

                  "Deed of Termination" means the Deed of Termination of the
                  Profit Sharing Agreement dated July 13th 1993 between EGL and
                  OCC by EGL in favour of OCC in the form attached at Schedule
                  10;

                  "Disclosure Letters" means the OCC Disclosure Letter and the
                  OCBVI Disclosure Letter or, where the context requires, either
                  of them;

                  "EGL" means Edmund Gibbons Limited, a Bermuda company;

                  "EGL Indemnity" means the indemnity to be given to EGL by the
                  Purchaser in the form attached as Schedule 12 hereto;

                  "Guarantees" means the guarantees given to persons other than
                  the Purchaser in respect of the Companies by the Vendors and
                  EGL, listed at Schedule 6 hereto or, where the context
                  requires, each of such guarantees individually and "Guarantee"
                  shall be construed accordingly;

                  "the Licences" means A Licence to Produce Water from Seawater
                  provided to Ocean Conversion (Cayman) Limited by the
                  Government of the Cayman Islands dated April 25, 1994, a
                  Licence to Produce and Supply Potable Water from Seawater
                  provided to Ocean Conversion (Cayman) Ltd. by the Government
                  of the Cayman Islands dated June 18, 1997 and a Licence to
                  Produce and Supply Water from Seawater provided to Ocean
                  Conversion (Cayman) Ltd. by the Government of the Cayman
                  Islands dated December 31, 2001, all as amended;

<PAGE>

                                       4


                  "Last Accounts" means the audited accounts of the Companies as
                  at June 30th, 2002;

                  "Last Accounts Date" means June 30th, 2002;

                  "Lock up Letter" means a letter related to the Consideration
                  Shares to be delivered by NAMF to the Purchaser in the form
                  attached at Schedule 11 hereto;

                  "NAMF Deed of Release" means the deed of release by NAMF in
                  the form set out in Schedule 3.

                  "NAMF Indemnity" means the indemnity to be given to NAMF by
                  the Purchaser in the form attached as Schedule 12 hereto;

                  "NSD Licence" means a Licence to Produce and Supply Water from
                  Seawater provided to Ocean Conversion (Cayman) Ltd. by the
                  Government of the Cayman Islands dated December 31, 2001;

                  "OCBVI's Auditors" means Deloitte & Touche, British Virgin
                  Islands;

                  "OCC's Auditors" means Deloitte & Touche, Cayman Islands;

                  "OCBVI Shares" means the shares of OCBVI held by the Vendors
                  as set out in Schedule 1;

                  "OCBVI Disclosure Letter" means the letter dated the date
                  hereof written by or on behalf of the Vendors to the Purchaser
                  and signed by the Vendors, relating to OCBVI;

                  "OCC Disclosure Letter" means the letter dated the date hereof
                  written by or on behalf of the Vendors to the Purchaser and
                  signed by the Vendors, relating to OCC;

                  "OCC Shares" means the shares of OCC held by the Vendors as
                  set out in Schedule 1;

                  "Purchase Price" means the consideration payable and the
                  shares of the Purchaser to be allotted and issued by the
                  Purchaser to the Vendors as provided in clause 3.1;

                  "Registration Rights Agreement" means the Registration Rights
                  Agreement in the form attached at Schedule 11 hereto;

                  "RGT Licence" means A Licence to Produce Water from Seawater
                  provided to Ocean Conversion (Cayman) Limited by the
                  Government of the Cayman Islands dated April 25, 1994, as
                  amended by an Amendment to a Licence and a Supplemental
                  Licence to a Licence between the same parties both dated 29
                  February 1996 and further amended by an Amendment to a Licence
                  between the same parties dated 30 January 2001;

<PAGE>

                                       5


                  "Shares" means the OCBVI Shares and the OCC Shares;

                  "Side Letter" means the Side Letter in the form attached at
                  Schedule 11 hereto;

                  "TCF Deed of Release" means the deed of release by TCF in the
                  form set out in Schedule 3;

                  "Warranties" means the warranties and representations by the
                  Vendors in clause 6;

         1.2.     All references in this Agreement to a statutory provision
                  shall be construed as including references to:

                  1.2.1.   Any statutory modification, consolidation or
                           re-enactment thereof being in force at Completion;

                  1.2.2.   All statutory instruments or orders made pursuant to
                           such statutory provision; and

                  1.2.3.   Any statutory provisions of which such statutory
                           provision is a consolidation, re-enactment or
                           modification.

         1.3.     In this Agreement any word or expression that imports any
                  gender shall include all genders and the singular shall
                  include the plural and vice versa.

         1.4.     Clause headings in this Agreement are for ease of reference
                  only and do not affect the construction of any provision.

         1.5.     The schedules hereto form part of this Agreement and shall
                  have effect as if set out herein. Any reference to this
                  "Agreement" (whether in this Agreement or in the schedules
                  hereto) shall include both this Agreement and the schedules
                  hereto.

2.       AGREEMENT FOR SALE

         Subject to the terms and conditions of this Agreement, the Vendors
         shall sell as beneficial owners and the Purchaser shall purchase the
         Shares, free from all liens, charges and encumbrances and with all
         rights attaching to them, with effect from Completion and the Vendors
         shall execute the Assignments and the Deed of Termination.

3.       PURCHASE CONSIDERATION

         3.1.     The Purchase Price for the Shares and the Assignments shall
                  be:-

                  3.1.1.   the cash portion of US$14,600,000.00, subject to
                           adjustment pursuant to clauses 3.2 to 3.5 inclusive
                           in the order that such clauses are set out below; and


<PAGE>

                                       6


                  3.1.2.   the allotment and issue at Completion to NAMF of
                           185,714 fully paid ordinary shares of a nominal or
                           par value of CI$1.00 each in the capital of the
                           Purchaser, credited as fully paid and nonassessable
                           ("the Consideration Shares") which Consideration
                           Shares shall entitle NAMF to the benefit of the
                           Registration Rights Agreement.

         3.2.     The cash portion of US$14,600,000.00 provided for in clause
                  3.1.1 shall be adjusted (by increasing if the amount is
                  positive or decreasing if the amount is negative the same as
                  necessary) by an amount equal to:

                  3.2.1.   90.91% of the difference between "Actual Gross Equity
                           of OCC" and "Calculated Gross Equity of OCC"; and

                  3.2.2.   47.77% of the difference between "Actual Gross Equity
                           of OCBVI" and "Calculated Gross Equity of OCBVI".

                  "Actual Gross Equity of OCC" is the sum of "Shareholders'
                  Equity" and the "Profit Sharing Agreement Provision" as they
                  appear on the balance sheet of OCC, as at the end of the
                  calendar month immediately prior to Completion. This amount
                  shall be agreed by the parties and in the absence of agreement
                  reached five Business Days prior to Completion shall be
                  determined at the expense of the Purchaser by OCC's Auditors.

                  "Actual Gross Equity of OCBVI" is the sum of "Shareholders'
                  Equity" and the "Profit Sharing Provision" as they appear on
                  the balance sheet of OCBVI, as at the end of the calendar
                  month immediately prior to Completion. This amount shall be
                  agreed by the parties and in the absence of agreement reached
                  five Business Days prior to Completion shall be determined at
                  the expense of the Purchaser by OCBVI's Auditors.

         3.3.     For the purposes of clause 3.2:

                  3.3.1.   "Calculated Gross Equity of OCC" shall mean:

                           3.3.1.1. US$6,291,000 if Completion is on or between
                                    1st and 31st October, 2002.

                           3.3.1.2. US$6,425,000 if Completion is on or between
                                    1st and 30th November, 2002.

                  3.3.2.   "Calculated Gross Equity of OCBVI" shall mean:

                           3.3.2.1. US$6,614,000 if Completion is on or between
                                    1st and 31st of October, 2002.

                           3.3.2.2. US$6,890,000 if Completion is on or between
                                    1st and 30th November, 2002.

         3.4.     The parties agree that the cash portion of US$14,600,000.00
                  provided for in clause 3.1.1 as adjusted by clause 3.2 (and
                  applying the provisions of



<PAGE>

                                       7


                  clause 3.3) is based on the assumption that the business of
                  the Companies, shall, from the end of the calendar month
                  immediately prior to Completion until the date of Completion,
                  be conducted and operated in its usual and normal manner and
                  that they do not suffer or incur any extraordinary,
                  nonrecurring or unusual losses or expenses or make any
                  dividend payments. To the extent that such losses or expenses
                  are incurred or dividends paid during the period
                  aforementioned, the cash portion of US$14,600,000.00 provided
                  for in clause 3.1.1 as adjusted by clause 3.2 (and applying
                  the provisions of clause 3.3) shall be decreased as follows:

                  3.4.1.   in relation to OCBVI, by 47.77% of the impact of
                           such events on Actual Gross Equity of OCBVI during
                           the period aforementioned; and

                  3.4.2.   in relation to OCC, by 90.91% of the impact of such
                           events on Actual Gross Equity of OCC during the
                           period aforementioned.

                  The parties shall agree the amount of any decrease under
                  clauses 3.4.1 and/or 3.4.2; provided that in the absence of
                  agreement as to the amount of such decrease by or on
                  Completion the Purchaser may retain such amount of the
                  Purchase Price as is reasonable and following Completion the
                  amount of the decrease in the Purchase Price shall be
                  determined as soon as reasonably possible at the expense of
                  the Purchaser by the relevant Company's Auditors. Within five
                  (5) working days of such determination, in the event that the
                  amount so retained exceeds the amount so determined the
                  difference shall be paid by the Purchaser to the Vendors and
                  in the event that the amount so retained is less than the
                  amount so determined the difference shall be paid by the
                  Vendors to the Purchaser.

         3.5.     The cash portion of US$14,600,000.00 as provided for in clause
                  3.1.1, as adjusted by clauses 3.2 to 3.4 (inclusive) above
                  shall be further adjusted by increasing the same by a simple
                  interest factor calculated on the same at the rate of 12.5%
                  per annum (based on a 365 day year) calculated daily for the
                  period of July 1, 2002 until the date of Completion.

         3.6.     The Cash Consideration shall be paid, at the option of TCF, by
                  way of bankers draft drawn on a Cayman Islands class A
                  licensed bank or wire transfer to TCF and receipt thereof by
                  TCF shall be a good and final discharge of the Purchaser's
                  obligation to make such payment to the Vendors.

4.       CONDITIONS PRECEDENT, RESCISSION AND OTHER PRE-COMPLETION MATTERS

         4.1.     Completion is conditional on the following conditions
                  precedent, all of which are for the benefit of the Purchaser:

                  4.1.1.   the contemporaneous completion of the Andrews
                           Agreement;


<PAGE>

                                       8


                  4.1.2.   the approval in writing of the Governor in Council of
                           the Cayman Islands to the purchase by the Purchaser
                           of the OCC Shares pursuant to the Licences;

                  4.1.3.   the approval in writing of the Government of the
                           British Virgin Islands for the Purchaser to be a
                           member of OCBVI pursuant to the BVI Water Agreement.
                           NAMF agrees that it shall cause OCBVI to use its best
                           efforts to obtain such approval. The Purchaser agrees
                           that it shall use its best efforts to assist OCBVI in
                           obtaining such approval; and

                  4.1.4.   The approvals and acceptance of resignations
                           described in clause 7.1 below being obtained.

         4.2.     If either of the condition precedents 4.1.2 or 4.1.3 above is
                  not fulfilled (or, at the option of the Purchaser, waived in
                  writing) or if the Andrews Agreement is validly rescinded in
                  accordance with the terms thereof by or on October 31, 2002,
                  (or such later date as the parties may in writing agree) this
                  Agreement shall cease to have effect and each party shall have
                  no further claim under it against the other.

         4.3.     If condition precedent 4.1.1 above is not fulfilled by or on
                  October 31, 2002 (or such later date as the parties may agree
                  in writing) (1) the Purchaser may, provided the
                  non-fulfillment of such condition precedent is due to an act
                  or omission of the Vendors or the Andrews and (2) the Vendors
                  may, provided the non-fulfillment of such condition precedent
                  is due to an act or omission of the Purchaser either:

                  4.3.1.   defer Completion not more than 28 days after the due
                           date and the provisions of this clause 4.3, including
                           this sub-clause, shall apply to Completion as so
                           deferred; or

                  4.3.2.   in the case of the Purchaser, waive condition
                           precedent 4.1.1 and pursue all remedies available to
                           it; or

                  4.3.3.   in the case of the Vendors, proceed to Completion so
                           far as practicable (without prejudice to its rights
                           hereunder) and pursue all other remedies available to
                           it as if condition precedent 4.1.1 did not exist; or

                  4.3.4.   rescind this Agreement in which case this Agreement
                           shall cease to have effect and each party shall have
                           no further claim under it against the other.

5.       COMPLETION

         5.1.     Completion shall take place at the offices of the Purchaser's
                  attorneys, Charles Adams, Ritchie & Duckworth, 4th Floor
                  Zephyr House, Mary Street, George Town, Grand Cayman
                  on November 29, 2002 at 10:00 in

<PAGE>

                                       9


                  the forenoon or such earlier date as the Purchaser may specify
                  after giving five Business Days notice to the Vendors.

         5.2.     At Completion, with regard to OCC, the Vendors shall deliver
                  (or procure the delivery, as the case may be) to the Purchaser
                  of the following:

                  5.2.1.   duly completed and signed transfers in favour of the
                           Purchaser of the OCC Shares together with the
                           relevant share certificates;

                  5.2.2.   the TCF Deed of Release duly executed by TCF;

                  5.2.3.   the resignations of all of the directors and officers
                           of OCC (other than William T. Andrews) with a written
                           acknowledgement in such form as the Purchaser may
                           require that such persons have no claim against OCC;

                  5.2.4.   the Deed of Termination duly executed by EGL and OCC;
                           and

                  5.2.5.   the opinion of TCF's counsel, Campbell's
                           Attorneys-at-Law, in relation to TCF in the form set
                           out in Schedule 9.

         5.3.     At Completion, with regard to OCBVI, the Vendors shall deliver
                  (or procure the delivery, as the case may be) to the Purchaser
                  of the following:

                  5.3.1.   duly completed and signed transfers in favour of the
                           Purchaser or, if so required by clause 8.3 below, in
                           favour of DesalCo Limited, of the OCBVI Shares
                           together with the relevant share certificates;

                  5.3.2.   the NAMF Deed of Release duly executed by NAMF;

                  5.3.3.   the resignations of all of the directors of OCBVI
                           appointed by NAMF and the resignations of Sir David
                           Gibbons, James L. Gibbons, Lt. Col. David Gibbons and
                           Peter Harty from any position they have as officers
                           of OCBVI with a written acknowledgement in such form
                           as the Purchaser may require that such persons have
                           no claim against OCBVI;

                  5.3.4.   the duly executed Assignments; and

                  5.3.5.   the opinion of NAMF's counsel, Campbell's
                           Attorneys-at-Law, in relation to NAMF in the form set
                           out in Schedule 9.

         5.4.     At Completion or as soon as practicable thereafter, with
                  regard to OCC, the Vendors shall deliver or make available to
                  the Purchaser:

                  5.4.1.   The seals, including any duplicates, and Certificates
                           of Incorporation of the OCC, and the Certificate of
                           Change of Name of OCC;

                  5.4.2.   The statutory books, books of account and records of
                           OCC, complete and up to date, all in a method of
                           transmittal reasonably

<PAGE>

                                           10


                           satisfactory to the Purchaser provided that the
                           Vendors may retain and keep copies of all records
                           relating to the sale of the Shares contemplated
                           hereby; and

                  5.4.3.   The appropriate forms to amend the mandates given by
                           the Companies to their bankers.

         5.5.     At Completion:

                  5.5.1    NAMF shall execute, date and deliver to the Purchaser
                           the Lock-up Letter, the Side Letter and the
                           Registration Rights Agreement; and

                  5.5.2    the Vendors shall repay all monies then owing by them
                           to the Companies, whether due for payment or not.


         5.6.     At or prior to Completion board meetings of OCC shall be held
                  (or resolutions passed) at which:

                  5.6.1.   Such persons as the Purchaser may nominate shall be
                           appointed additional directors and officers;

                  5.6.2.   the transfers of the OCC Shares referred to in clause
                           5.2.1 shall be approved; and

                  5.6.3.   The resignations referred to in clause 5.2.3 shall be
                           submitted and accepted.

         5.7.     At or prior to Completion board meetings of OCBVI shall be
                  held (or resolutions passed) at which:

                  5.7.1.   the transfers of the OCBVI Shares referred to in
                           clause 5.3.1 shall be approved;

                  5.7.2.   the resignations referred to in clause 5.3.3 shall be
                           accepted; and

                  5.7.3.   the Assignments shall be approved.

         5.8.     At or prior to Completion the Purchaser shall deliver to the
                  Vendors a copy of a resolution of the board of directors of
                  the Purchaser approving and authorizing the execution and
                  delivery of this Agreement and all documents related to the
                  transactions contemplated by this Agreement and the allotment
                  and issue of the Consideration Shares as fully paid and non-
                  assessable.

         5.9.     On Completion the Purchaser shall:

                  5.9.1.   pay the Cash Consideration, in the manner as set out
                           in clause 3.6;

                  5.9.2.   deliver to the Vendors a duly executed release of the
                           guarantee by EGL in respect of the obligations of OCC
                           in favour of the

<PAGE>

                                       11


                           Purchaser dated 7th November 1994 in the form
                           attached as Schedule 7;

                  5.9.3.   allot and issue to NAMF the Consideration Shares as
                           fully paid and non-assessable and deliver to NAMF or
                           its representative at Completion a duly issued share
                           certificate in respect of the Consideration Shares;

                  5.9.4.   duly execute and deliver to the Vendors the ELG
                           Indemnity and the NAMF Indemnity; and

                  5.9.5.   deliver to NAMF the duly executed Registration Rights
                           Agreement.

6.       WARRANTIES

         6.1.     Subject to all matters or things disclosed in the Disclosure
                  Letters, the Vendors jointly and severally warrant to the
                  Purchaser that, as at the date hereof and, again, as at
                  Completion, the Warranties set out in Schedule 2 are true and
                  accurate in all respects.

         6.2.     Each of the Warranties is without prejudice to any other
                  warranty or undertaking and, except where expressly stated, no
                  clause contained in this Agreement governs or limits the
                  extent or application of any other clause.

         6.3.     The rights and remedies of the Purchaser in respect of any
                  breach of the Warranties pursuant to clause 6.1, clause 6.6 or
                  clause 6.8 shall not be affected by Completion, by any failure
                  to exercise or delay in exercising any right or remedy or by
                  any other event or matter whatsoever, except a specific and
                  duly authorised written waiver or release.

         6.4.     The information in and incorporated in the Disclosure Letters
                  shall be deemed to be disclosed again at Completion.

         6.5.     The Vendors shall disclose in writing to the Purchaser any
                  matter or thing (other than those matters or things already
                  disclosed in the Disclosure Letters) which may to the
                  knowledge of the Vendors arise or, regardless of when they
                  occurred, become known to the Vendors after the date hereof
                  and before Completion which is inconsistent with any of the
                  Warranties or which might make any such Warranties inaccurate
                  or misleading at Completion.

         6.6.     If the Vendors fail to disclose as required by clause 6.5, the
                  Purchaser's remedy shall be whatever remedies are available to
                  the Purchaser without limitation under this Agreement or
                  otherwise.

         6.7.     In the event of any of such matters or things as are mentioned
                  in clause 6.5 above being disclosed to the Purchaser before
                  Completion then:

                  (a)      if such matter or thing relates to item 3.1.2 of the
                  OCC Disclosure Letter or item 3.10.1 of the OCBVI Disclosure
                  Letter; or

<PAGE>

                                       12


                  (b)      if the aggregate effect of such matters or things are
                           such that the Business is materially and adversely
                           affected;

                  the Purchaser may, prior to Completion, rescind this Agreement
                  by notice in writing to the Vendors.

                  For the purposes of clause 6.7(b), the Business shall be
                  deemed to be materially and adversely affected if the
                  Purchaser, had it known of such matters or things, might
                  reasonably have been expected to reduce the Purchase Price by
                  US$3,380,000.00 (Three Million Three Hundred and Eighty
                  Thousand United States Dollars) or more.

                  Other than as provided for in this Agreement, the Purchaser
                  shall not be entitled to rescind this Agreement. Upon such
                  rescission this Agreement shall cease to have effect and each
                  party shall have no further claim under it against the other.

         6.8      For the avoidance of doubt and notwithstanding the provisions
                  of clause 6.7 above, in the event of any such matters or
                  things as are mentioned in clause 6.5 being disclosed to the
                  Purchaser before Completion:

                  (i)      which do not give rise to the Purchaser's option of
                           recission pursuant to clause 6.7; or

                  (ii)     which do give rise to such option but the Purchaser
                           does not elect to exercise such option;

                  the Purchaser shall be entitled to claim damages for breach of
                  the terms of this Agreement.

         6.9      The Purchaser shall not be entitled to exercise its rights of
                  rescission under clause 6.7 without first giving the Vendors
                  seven days in which to remedy such matter or thing to the
                  reasonable satisfaction of the Purchaser and, if necessary,
                  the date set for Completion shall be deferred to such later
                  date (being no later than the later of (i) seven days from the
                  giving of notice by the Purchaser of his decision to rescind
                  and (ii) the date on which Completion would have taken place
                  had the right of rescission not arisen) as shall give the
                  Vendors the opportunity to remedy the matter or thing to the
                  reasonable satisfaction of the Purchaser.

         6.10     The provisions of Schedule 4 shall operate to limit the
                  liability of the Vendors under and in respect of the
                  provisions of clauses 3.4 and 6 of this Agreement and the
                  Warranties set out in Schedule 2 of this Agreement; provided
                  that such limitations shall in no way be exclusive limitations
                  and shall not prevent the Vendors or the Purchaser from
                  relying on any other provisions of this Agreement or any legal
                  principle with a view to limiting their liability hereunder.

         6.11     The Purchaser hereby represents and warrants to the Vendors as
                  follows:



<PAGE>

                                       13


                  The Purchaser is a company duly organized, validly existing
                  and in good standing under the laws of the Cayman Islands. The
                  Purchaser has all requisite corporate power and authority to
                  enter into this Agreement, to perform its obligations
                  hereunder and thereunder and to consummate the transactions
                  contemplated hereby and thereby. All corporate acts and other
                  proceedings required to be taken by the Purchaser to authorize
                  the execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby have
                  been duly and properly taken. This Agreement has been duly
                  executed and delivered by the Purchaser and constitutes legal,
                  valid and binding obligations of the Purchaser, enforceable
                  against the Purchaser in accordance with its terms.

         6.12     The Purchaser acknowledges that it has not entered into this
                  Agreement in reliance upon any warranty, representation or
                  promise other than those set forth in this Agreement.

7.       COVENANTS BY THE PURCHASER

         7.1.     It is acknowledged and agreed by the parties that the approval
                  of the board of directors of OCBVI is required for the
                  transfer of the OCBVI Shares held by NAMF to the Purchaser
                  hereunder and for the approval of the Assignments referred to
                  in clause 5.7 above and for the acceptance of the resignations
                  of the directors and officers referred to in clause 5.7 above.
                  The Purchaser agrees to use its best efforts at its own
                  expense to conclude and execute an agreement satisfactory to
                  it substantially in the form contained in an email addressed
                  to Glenn Harrigan dated September 18th 2002 with Sage Water
                  Holdings (BVI) Ltd., or other such agreement as is
                  satisfactory to the Purchaser to obtain such approvals and
                  acceptance. Subject to execution of such agreement, the
                  Purchaser agrees to use its best endeavors to cause Sage Water
                  Holdings (BVI) Ltd. to cooperate in the holding of a board
                  meeting or the passing of directors' resolutions (as the case
                  may be) prior to Completion at which the resolutions and
                  matters described at clause 5.7 above are passed, accepted and
                  approved.

         7.2.     The Purchaser shall on or as soon as possible after Completion
                  secure the full and final release of the Vendors and EGL from
                  the Guarantees (and the Purchaser shall offer its own
                  guarantees upon the same terms as the Guarantees in
                  substitution therefor if necessary to secure such release) and
                  shall procure that the Guarantees are returned to the Vendors
                  or to EGL and the Purchaser shall, pending such release, fully
                  and effectively indemnify the Vendors and EGL and each of them
                  and keep them indemnified against any and all liability, cost
                  or expense of the Vendors and EGL and each of them under or in
                  respect of the Guarantees. In this regard, the Purchaser shall
                  duly execute and deliver to the Vendors the EGL Indemnity and
                  the NAMF Indemnity. The release of EGL from the Guarantee in
                  favour of the Governor of the Cayman Islands shall be in the
                  form set out at Schedule 7 or, in the event that a release in
                  such form cannot be obtained, in such other form as is agreed
                  with or is reasonably acceptable to the Vendors. The releases
                  of the Guarantees in favour of the

<PAGE>

                                       14


                  Bank of N.T. Butterfield & Son Limited shall be in such form
                  as is reasonably acceptable to the Vendors.

         7.3.     The Purchaser shall, on Completion, release EGL from its
                  guarantee in respect to the obligations of OCC in favour of
                  the Purchaser dated 7th November 1994 by duly executing and
                  delivering to the Vendors a release from such guarantee in the
                  form set out in Schedule 7.

8.        GENERAL

         8.1.     Subject to the terms and conditions of any confidentiality
                  agreements binding on the Purchaser, except as provided
                  herein, and where necessary for Completion by disclosing the
                  minimum amount of information necessary, no announcement of
                  any kind shall be made with respect to the subject matter of
                  this Agreement unless specifically agreed in writing between
                  the parties. Subject to the terms and conditions of any
                  confidentiality agreements binding on the Purchaser, the
                  Vendors agree that the Purchaser may, without any prior notice
                  or consultation with the Vendors, make such announcements and
                  disclosures as may be required pursuant to the relevant laws,
                  rules or regulations relating to the listing or offering of
                  the Purchaser's shares on the NASDAQ Exchange. This clause
                  shall survive Completion.

         8.2.     If this Agreement ceases to have effect the Purchaser will
                  release and return to the Vendors all documents provided to
                  the Purchaser or its advisers by the Vendors in connection
                  with this Agreement and will not use, disclose or make
                  available to any other person any information which it or its
                  advisers have been given in respect of the Companies and which
                  is not in the public domain.

         8.3.     This Agreement shall be binding upon each party's successors
                  and assigns but, none of the rights of the parties under this
                  Agreement or the Warranties may be assigned or transferred.
                  Notwithstanding the aforesaid, the Vendors agree that the
                  Purchaser may, at its option, assign the right to take title
                  to the OCBVI Shares held by NAMF to DesalCo Limited and such
                  assignment shall be effected by written notice delivered to
                  NAMF by the Purchaser.

         8.4.     Save as otherwise agreed in writing or provided herein, all
                  expenses incurred by or on behalf of the parties, including
                  all fees of agents, representatives, solicitors, accountants
                  and actuaries employed by any of them in connection with the
                  negotiation, preparation or execution of this Agreement shall
                  be borne solely by the party who incurred the liability.

         8.5.     Time shall be of the essence of this Agreement, both as
                  regards the dates and periods specifically mentioned and as to
                  any dates and periods which may by agreement in writing
                  between or on behalf of the Vendors and the Purchaser be
                  substituted for them.

<PAGE>

                                       15


         8.6.     All notices or other communications required or permitted to
                  be given hereunder shall be in writing and shall be served by
                  delivering the same by hand or by sending the same by
                  facsimile or reputable courier service and shall be deemed
                  given, if sent by hand, when delivered, if sent by facsimile,
                  upon the date stated in the transmission report or, if sent by
                  courier service, on delivery by the relevant courier service,
                  in each case, to the address set out below or such other
                  address as is notified by the relevant person from time to
                  time, provided that a notice given in accordance with the
                  above but received on a non-working day or after business
                  hours in the place of receipt shall only be deemed to be given
                  on the next working day in that place:


                  (a)      if to the Purchaser,

                           Consolidated Water Co. Ltd.

                           Trafalgar Place
                           West Bay Road
                           P.O. Box 1114 GT
                           Grand Cayman
                           Facsimile:+l (345) 949-2947


                  (b)      if to the Vendors,

                           North-American Mortgage & Finance Corporation
                           Transcontinental or Finance Corporation Limited

                           21 Reid Street
                           Hamilton HM11
                           Bermuda
                           Facsimile:+l 441 295 1040

         8.7.     If any of the provisions of this Agreement is found by any
                  Court or any other competent authority to be void or
                  unenforceable, that provision shall be deemed to be deleted
                  from this Agreement and the remaining provisions of this
                  Agreement shall continue in full force and effect.
                  Notwithstanding the foregoing, the parties shall thereupon
                  negotiate in good faith in order to agree the terms of a
                  mutually satisfactory provision to be substituted for the
                  provision so found to be void or unenforceable.

         8.8.     This Agreement contains the entire agreement between the
                  parties with respect to the subject matter hereof, supersedes
                  all previous agreements and understandings between the parties
                  with respect hereto, and may not be modified except by an
                  instrument in writing signed by the duly authorised
                  representatives of the parties.

         8.9.     Each party acknowledges that in entering into this Agreement
                  it does not do so on the basis of, and does not rely on, any
                  representation, warranty or

<PAGE>

                                       16


                  other provision except as expressly provided herein, and all
                  conditions, warranties, or other terms implied by statute or
                  common law are hereby excluded to the fullest extent permitted
                  by law.

         8.10.    This Agreement may be entered into in any number of
                  counterparts and by the parties to it on separate
                  counterparts, each of which when so executed and delivered
                  shall be an original, but all the counterparts shall together
                  constitute one and the same instrument.

9.       GOVERNING LAW AND JURISDICTION

         9.1.     This Agreement is governed by and shall be construed in
                  accordance with the laws of the Cayman Islands.

         9.2.     The parties hereto agree that the Courts of the Cayman Islands
                  shall have the jurisdiction to settle any disputes that may
                  arise in connection with this Agreement and that any judgment
                  or order of a Cayman Islands Court in connection with this
                  Agreement is conclusive and binding on them and may be
                  enforced against them in the courts of any other jurisdiction.
                  This clause shall not limit the right of either party hereto
                  to bring proceedings against the other party in connection
                  with this Agreement in any other court of competent
                  jurisdiction or concurrently in more than one jurisdiction.

         9.3.     The parties hereto waive any objection which they may have to
                  the courts of the Cayman Islands on the grounds of venue or
                  forum non-conveniens or any similar grounds as regards
                  proceedings in connection with this Agreement and they consent
                  to service of process by mail or by any other manner permitted
                  by the relevant law.
<PAGE>

                                       17


AS WITNESS WHEREOF the parties hereto have set their hands and date first above
written.


SIGNED for and on behalf of
Consolidated Water Co. Ltd
by Jeffrey M. Parker                     )
duly authorised and in the presence of:  )    /s/ Jeffrey M. Parker
                                              ----------------------------------
                                              Jeffrey M. Parker, Chairman of the
                                              Board and Chief Executive Officer


/s/ Richard L. Finlay
- ----------------------------------------
Witness
Witness name: Richard L. Finlay
Address: P.O. Box 709 GT Cayman Islands
Occupation: Attorney-at-Law

SIGNED for and on behalf of             )
North-American Mortgage & Finance       )
Corporation by Campbell Securities      )
Limited                                 )
duly authorised and in the presence of: )     /s/ John Wolf
                                              ----------------------------------
                                              John Wolf, Director of Campbell
                                              Securities Limited
                                              attorney-in-fact


/s/ Richard L. Finlay
- ----------------------------------------
Witness
Witness name: Richard L. Finlay
Address: P.O. Box 709 GT Cayman Islands
Occupation: Attorney-at-Law

SIGNED for and on behalf of             )
Transcontinental Finance Corporation    )
Limited by Campbell Securities Limited  )
duly authorised and in the presence of: )     /s/ John Wolf
                                              ----------------------------------
                                              John Wolf, Director of Campbell
                                              Securities Limited
                                              attorney-in-fact


/s/ Richard L. Finlay
- ----------------------------------------
Witness
Witness name: Richard L. Finlay
Address: P.O. Box 709 GT Cayman Islands
Occupation: Attorney-at-Law

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>8
<FILENAME>g80547exv2w6.txt
<DESCRIPTION>AGREEMENT TO AMEND SHARE SALE AGREEMENT 11/29/02
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.6


                             DATED: NOVEMBER 29, 2002




                     AGREEMENT TO AMEND SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                 NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION

                                       AND

                  TRANSCONTINENTAL FINANCE CORPORATION LIMITED













                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>


                AGREEMENT TO AMEND SHARE SALE AGREEMENT

THIS AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 29th day of November
2002,

BETWEEN:

1.       CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

2.       NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION OF Elizabethan Square,
         George Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
         FINANCE CORPORATION LIMITED, OF Elizabethan Square, George Town, Grand
         Cayman, (hereinafter "TCF") (together the "Vendors") of the second
         part.

WHEREAS:

The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").

The Share Sale Agreement provided at Clause 8.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.

The completion of the Share Sale Agreement was made conditional on the happening
of certain events on or before November 29, 2002, and the parties have agreed
that the conditions precedent to the Share Sale Agreement are unlikely to be
satisfied by that date and accordingly the parties have agreed to enter into
this amending agreement to provide for a later completion date and the
consequences thereof.

 NOW IT IS HEREBY AGREED as follows:

1.       Clause 3.3 of the Share Sale Agreement is amended by the addition of
         the following:

         a)       after the end of Clause 3.3.1.2:

                           "3.3.1.3 US$6,559,000.00 if Completion is on or
                                    between 1st and 31st December, 2002."

         b)       after the end of Clause 3.3.2.2:

                           "3.3.2.3 US$7,166,000.00 if Completion is on or
                                    before 1st and 31st December, 2002."

2.       Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement are amended by
         deleting "November 29, 2002" wherever it appears, and substituting
         therefor "December 31, 2002".


<PAGE>


3.       The Share Sale Agreement is amended by adding the following clauses
         after clause 3.6:

         "3.7     Only in the event that the "Actual Gross Equity of OCC" and
                  the "Actual Gross Equity of OCBVI" have not been agreed or
                  determined pursuant to clause 3.2 within 2 Business Days prior
                  to Completion, then the amount of cash payable at Completion
                  by the Purchaser to TCP shall be an initial payment (the
                  "Initial Payment") being the Cash Consideration that would
                  have been payable had Completion taken place on 29st November,
                  2002.

          3.8     In the event that clause 3.7 becomes applicable, within 5
                  Business Days after the "Actual Gross Equity of OCC" and the
                  "Actual Gross Equity of OCBVI" have been determined by OCC's
                  Auditors and OCBVI's Auditors respectively pursuant to clause
                  3.2 or otherwise agreed between the parties an adjusting
                  payment, calculated as the Cash Consideration less the
                  Initial Payment (the "Adjusting Payment"), shall be made by
                  the Purchaser to TCF, if the Adjusting Payment is a positive
                  amount, or by the Vendors to the Purchaser, if the Adjusting
                  Payment is a negative amount. OCC's Auditors and OCBVI's
                  Auditors shall determine "Actual Gross Equity of OCC" and the
                  "Actual Gross Equity of OCBVI" respectively within 60 days of
                  Completion unless the parties have already agreed the amounts
                  of "Actual Gross Equity of OCC" and the "Actual Gross Equity
                  of OCBVI" between themselves."

4.       The Share Sale Agreement is amended by inserting in clause 5.9.1 after
         "Cash Consideration" the words "or the Initial Payment as calculated
         pursuant to clause 3.7, if applicable"

5.       Except as expressly modified by this Agreement, the Share Sale
         Agreement continues in full force and effect according to its terms.

AS WITNESS WHEREOF the parties hereto have set their hands and date first above
written.

SIGNED for and on behalf of             )
Consolidated Water Co. Ltd              )
by Jeffrey M. Parker                    )
duly authorised and in the presence of: )     /s/ Jeffrey M. Parker
                                              ----------------------------------
                                              Jeffrey M. Parker, Chairman of the
                                              Board and Chief Executive Officer
/s/ Frederick W. McTaggart
- --------------------------------------------
Witness
Witness name:  Frederick W. McTaggart
Address:   P.O. Box  1114 GT, Cayman Islands
Occupation:  President, CWCO



<PAGE>


SIGNED for and on behalf of              )
North-American Mortgage & Finance        )
Corporation by James L. Gibbons          )
duly authorised and in the presence of:  ) /s/ James L. Gibbons
                                          --------------------------------------
                                          James L. Gibbons, Director




Witness:  /s/ Theresa S. Ebbin
        ---------------------------------
Witness name        Theresa S. Ebbin
Address:     21 Reid Street, Hamilton, Bermuda
Occupation:       Executive Assistant


SIGNED for and on behalf of                )
Transcontinental Finance Corporation       )
Limited by James L. Gibbons                )
duly authorised and in the presence of:    ) /s/ James L. Gibbons
                                            ------------------------------------
                                            James L. Gibbons, Director


Witness:  /s/ Theresa S. Ebbin
        ---------------------------------
Witness name        Theresa S. Ebbin
Address:     21 Reid Street, Hamilton, Bermuda
Occupation:       Executive Assistant


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.7
<SEQUENCE>9
<FILENAME>g80547exv2w7.txt
<DESCRIPTION>SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT
<TEXT>
<PAGE>


                                                                     EXHIBIT 2.7


                            DATED: December 30, 2002



                 SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT

                                     BETWEEN

                           CONSOLIDATED WATER CO. LTD.

                                       AND

                  NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION

                                       AND

                  TRANSCONTINENTAL FINANCE CORPORATION LIMITED














                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>


                 SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT

THIS SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this______day of
December 2002,

BETWEEN:

1.       CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

2.       NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION of Elizabethan Square,
         George Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
         FINANCE CORPORATION LIMITED, of Elizabethan Square, George Town, Grand
         Cayman, (hereinafter "TCF") (together the "Vendors") of the second
         part.

WHEREAS:

The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").

The Share Sale Agreement provided at Clause 8.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.

The Share Sale Agreement was amended to provide for a later completion date and
the consequences thereof by an Agreement to Amend Share Sale Agreement dated
November 29, 2002 (the "Amending Agreement").

The completion of the Share Sale Agreement as amended by the Amending Agreement
was made conditional on the happening of certain events on or before December
31, 2002, and the parties have agreed that the conditions precedent to the Share
Sale Agreement as amended by the Amending Agreement are unlikely to be satisfied
by that date and accordingly the parties have agreed to enter into this second
amending agreement to provide for a later completion date and the consequences
thereof.


 NOW IT IS HEREBY AGREED as follows:-

1.       Clause 3.3 of the Share Sale Agreement as amended by the Amending
         Agreement is amended by the addition of the following:

         a)       after the end of Clause 3.3.1.3:

                  "3.3.1.4 US$6,693,000.00 if Completion is on or between lst
                           and 31st January, 2003."


<PAGE>

         b)       after the end of Clause 3.3.2.3:

                  "3.3.2.4 US$7,442,000.00 if Completion is on or before 1st and
                           31st January, 2003."

2.       Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement as amended by the
         Amending Agreement are amended by deleting "December 31, 2002" wherever
         it appears, and substituting therefor "January 31, 2003".

3.       Clause 3.7 of the Share Sale Agreement as amended by the Amending
         Agreement is amended by deleting "November 29, 2002" wherever it
         appears and substituting therefor "December 31, 2002".

4.       Except as expressly modified by this Agreement, the Share Sale
         Agreement continues in full force and effect according to its terms.

AS WITNESS WHEREOF the parties hereto have set their hands and date first above
written.


SIGNED for and on behalf of             )
Consolidated Water Co. Ltd              )
by Jeffrey M. Parker                    )/s/ Jeffrey M. Parker
duly authorised and in the presence of: )--------------------------------------
                                         Jeffrey M. Parker, Chairman of the
                                         Board and Chief Executive Officer


/s/ Brent Santha
- ---------------------------------------
Witness:
Witness Name: Brent Santha
Address:  P.O. Box 1114 GT, Grand Cayman
Occupation: Management Accountant



SIGNED for and on behalf of                 )
North-American Mortgage & Finance           ) /s/ John Wolf
Corporation by Campbell Secretaries Limited )-----------------------------------
duly authorised and in the presence of:     )John Wolf, Director of Campbell
                                             Secretaries Limited,
                                             Attorney-in-fact



 /s/ Norah Koh
- ---------------------------------------
Witness:
Witness Name: Norah Koh
Address: P.O. Box 884 GT, Cayman Islands
Occupation: Legal Secretary





<PAGE>


SIGNED for and on behalf of                 )
North-American Mortgage & Finance           ) /s/ John Wolf
Corporation by Campbell Secretaries Limited )-----------------------------------
duly authorised and in the presence of:     )John Wolf, Director of Campbell
                                             Secretaries Limited,
                                             Attorney-in-fact


/s/ Norah Koh
- ---------------------------------------
Witness:
Witness Name: Norah Koh
Address:  P.O. Box 884 GT, Cayman Islands
Occupation: Legal Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.8
<SEQUENCE>10
<FILENAME>g80547exv2w8.txt
<DESCRIPTION>THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT
<TEXT>
<PAGE>


                                                                     EXHIBIT 2.8



                             DATED: JANUARY 31, 2003






                  THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                 NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION

                                       AND

                  TRANSCONTINENTAL FINANCE CORPORATION LIMITED

















                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>


                 THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT

THIS THIRD AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 31st day of
January 2003,

BETWEEN:

1.       CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

2.       NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION OF Elizabethan Square,
         George Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
         FINANCE CORPORATION LIMITED, of Elizabethan Square, George Town, Grand
         Cayman, (hereinafter "TCF") (together the "Vendors") of the second
         part.

WHEREAS:

The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").

The Share Sale Agreement provided at Clause 8.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.

The Share Sale Agreement was amended to provide for a later completion date and
the consequences thereof by an Agreement to Amend Share Sale Agreement dated
November 29, 2002 and by a Second Agreement to Amend Share Sale Agreement dated
December 30, 2002 (together the "Amending Agreements").

The completion of the Share Sale Agreement as amended by the Amending Agreements
was made conditional on the happening of certain events on or before January 31,
2003, and the parties have agreed that the conditions precedent to the Share
Sale Agreement as amended by the Amending Agreements are unlikely to be
satisfied by that date and accordingly the parties have agreed to enter into
this third amending agreement to provide for a later completion date and the
consequences thereof.


NOW IT IS HEREBY AGREED as follows:-


1.       Clause 3 of the Share Sale Agreement as amended by the Amending
         Agreements is deleted in its entirety and replaced with the following:


         "3.      PURCHASE CONSIDERATION

         3.1.     The Purchase Price for the Shares and the Assignments shall
                  be:-


<PAGE>


                  3.1.1.   the cash portion of US$14,600,000.00, subject to
                           adjustment pursuant to clauses 3.2 to 3.5 inclusive
                           in the order that such clauses are set out below; and

                  3.1.2.   the allotment and issue at Completion to NAMF of
                           185,714 fully paid ordinary shares of a nominal or
                           par value of CI$1.00 each in the capital of the
                           Purchaser, credited as fully paid and non assessable
                           ("the Consideration Shares") which Consideration
                           Shares shall entitle NAMF to the benefit of the
                           Registration Rights Agreement.

         3.2.     The cash portion of US$14,600,000.00 provided for in clause
                  3.1.1 shall be adjusted (by increasing if the amount is
                  positive or decreasing if the amount is negative the same as
                  necessary) by an amount equal to:

                  3.2.1.   90.91% of the difference between "Actual Gross Equity
                           of OCC" and "Calculated Gross Equity of OCC"; and

                  3.2.2.   47.77% of the difference between "Actual Gross Equity
                           of OCBVI" and "Calculated Gross Equity of OCBVI".

                  "Actual Gross Equity of OCC" is the sum of "Shareholders'
                  Equity" and the "Profit Sharing Agreement Provision" as they
                  appear on the balance sheet of OCC, as at the end of the
                  calendar month immediately prior to Completion. This amount
                  shall be initially determined from the amounts shown on the
                  OCC balance sheet in its management accounts as at 31 December
                  2002 for the purpose of calculating the Initial Payment (as
                  defined in clause 3.6 below) and, subsequently, shall be
                  determined at the expense of OCC by OCC's Auditors for the
                  purposes of calculating the Adjusting Payment (as defined in
                  clause 3.7 below).

                  "Actual Gross Equity of OCBVI" is the sum of "Shareholders'
                  Equity" and the "Profit Sharing Provision" as they appear on
                  the balance sheet of OCBVI, as at the end of the calendar
                  month immediately prior to Completion. This amount shall be
                  initially determined from the amounts shown on the OCBVI
                  balance sheet in its management accounts as at 31 December
                  2002 for the purpose calculating of the Initial Payment (as
                  defined in clause 3.6 below) and, subsequently, shall be
                  determined at the expense of OCBVI by OCBVI's Auditors for the
                  purposes of the Adjusting Payment (as defined in clause 3.7
                  below).

         3.3.     For the purposes of clause 3.2:

                  3.3.1.   "Calculated Gross Equity of OCC" shall mean:

                           3.3.1.1. US$6,291,000 if Completion is on or between
                                    1st and 31st October, 2002.

                           3.3.1.2. US$6,425,000 if Completion is on or between
                                    1st and 30th November, 2002.


<PAGE>


                           3.3.1.3. US$6,559,000.00 if Completion is on or
                                    between 1st and 31st December, 2002.

                           3.3.1.4. US$6,693,000.00 if Completion is on or
                                    between 1st and 31st January, 2003

                  3.3.2.   "Calculated Gross Equity of OCBVI" shall mean:

                           3.3.2.1. US$6,614,000 if Completion is on or between
                                    1st and 31st of October, 2002.

                           3.3.2.2. US$6,890,000 if Completion is on or between
                                    1st and 30th November, 2002.

                           3.3.2.3. US$7,166,000.00 if Completion is on or
                                    before 1st and 31st December 2002.

                           3.3.2.4. US$7,442,000.00 if Completion is on or
                                    before 1st and 31st January 2003

         3.4.     The parties agree that the cash portion of US$14,600,000.00
                  provided for in clause 3.1.1 as adjusted by clause 3.2 (and
                  applying the provisions of clause 3.3) is based on the
                  assumption that the business of the Companies, shall, from the
                  end of the calendar month immediately prior to Completion
                  until the date of Completion, be conducted and operated in its
                  usual and normal manner and that they do not suffer or incur
                  any extraordinary, nonrecurring or unusual losses or expenses
                  or make any dividend payments. To the extent that such losses
                  or expenses are incurred or dividends paid during the period
                  aforementioned, the cash portion of US$14,600,000.00 provided
                  for in clause 3.1.1 as adjusted by clause 3.2 (and applying
                  the provisions of clause 3.3) shall be decreased as follows:

                  3.4.1.   in relation to OCBVI, by 47.77% of the impact of
                           such events on Actual Gross Equity of OCBVI during
                           the period aforementioned; and

                  3.4.2.   in relation to OCC, by 90.91% of the impact of such
                           events on Actual Gross Equity of OCC during the
                           period aforementioned.

         The parties shall agree the amount of any decrease under clauses 3.4.1
         and/or 3.4.2; provided that in the absence of agreement as to the
         amount of such decrease by or on Completion the Purchaser may retain
         such amount of the Purchase Price as is reasonable and following
         Completion the amount of the decrease in the Purchase Price shall be
         determined as soon as reasonably possible at the expense of the
         Purchaser by the relevant Company's Auditors. Within five (5) working
         days of such determination, in the event that the amount so retained
         exceeds the amount so determined the difference shall be paid by the
         Purchaser to the Vendors and in the event that the amount so retained
         is less than the amount so determined the difference shall be paid by
         the Vendors to the Purchaser.



<PAGE>


         3.5.     The cash portion of US$14,600;000.00 as provided for in clause
                  3.1.1, as adjusted by clauses 3.2 to 3.4 (inclusive) above
                  shall be further adjusted by increasing the same by a simple
                  interest factor calculated on the same at the rate of 12.5%
                  per annum (based on a 365 day year) calculated daily for the
                  period of July 1, 2002 until the date of Completion.

         3.6.     On Completion, an initial payment of the Cash Consideration
                  calculated based upon the management accounts described in
                  clause 3.2 above (the "Initial Payment") shall be paid, at the
                  option of TCF, by way of bankers draft drawn on a Cayman
                  Islands class A licensed bank or wire transfer to TCF and
                  receipt thereof by TCF shall be a good and final discharge of
                  the Purchaser's obligation to make such payment to the
                  Vendors.

         3.7.     Within 5 Business Days after the "Actual Gross Equity of OCC"
                  and the "Actual Gross Equity of OCBVI" have been determined by
                  OCC's Auditors and OCBVI's Auditors respectively pursuant to
                  clause 3.2 or otherwise agreed between the parties an
                  adjusting payment, calculated as the Cash Consideration based
                  upon such determination less the Initial Payment (the
                  "Adjusting Payment"), shall be made by the Purchaser to TCF,
                  if the Adjusting Payment is a positive amount, or by the
                  Vendors to the Purchaser, if the Adjusting Payment is a
                  negative amount. OCC's Auditors and OCBVI's Auditors shall
                  determine "Actual Gross Equity of OCC" and the "Actual Gross
                  Equity of OCBVI" respectively within 60 days of Completion
                  unless the parties have already agreed the amounts of "Actual
                  Gross Equity of OCC" and the "Actual Gross Equity of OCBVI"
                  between themselves.

         3.8.     Notwithstanding anything to the contrary herein contained, all
                  adjustments required by Clauses 3.2 to 3.5 inclusive to
                  calculate the Purchase Price shall be made as if Completion
                  had occurred on January 31, 2003."

2.       Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement as amended by the
         Amending Agreements are amended by deleting "January 31, 2003" wherever
         it appears, and substituting therefor "February 14, 2003".

3.       Clause 5.9.1  of the Share Sale Agreement as amended by the Amending
         Agreements is amended to read as follows:

         "5.9.1 pay the Initial Payment as calculated pursuant to and in the
         manner as set out in clause 3.6;".

4.       Except as expressly modified by this Agreement, the Share Sale
         Agreement and the Amending Agreements continue in full force and effect
         according to their terms.



<PAGE>

AS WITNESS WHEREOF the parties hereto have set their hands and date first above
written.

SIGNED for and on behalf of             )
Consolidated Water Co. Ltd              )
by Jeffrey M. Parker                    ) /s/ Jeffrey M. Parker
duly authorised and in the presence of: )--------------------------------------
                                         Jeffrey M. Parker, Chairman of the
                                         Board and Chief Executive Officer


 /s/ Frederick W. McTaggart
- ----------------------------------------
Witness
Witness name: Frederick W. McTaggart
Address: P.O. Box 1114 GT
Occupation: President, CWCO


SIGNED for and on behalf of                 )
North-American Mortgage & Finance           ) /s/ John Wolf
Corporation by Campbell Secretaries Limited )-----------------------------------
duly authorised and in the presence of:     ) John Wolf, Director of Campbell
                                              Secretaries Limited,
                                               Attorney-in-fact


/s/ Jacqueline Thompson
- ----------------------------------------
Witness
Witness name: Jacqueline Thompson
Address: P.O. Box 884, GT, Grand Cayman
Occupation: Secretary


SIGNED for and on behalf of              )
Transcontinental Finance  Corporation    ) /s/ John Wolf
Limited by Campbell Secretaries Limited  )-----------------------------------
duly authorised and in the presence of:  ) John Wolf, Director of Campbell
                                           Secretaries Limited,
                                             Attorney-in-fact


/s/ Jacqueline Thompson
- ----------------------------------------
Witness
Witness name: Jacqueline Thompson
Address: P.O. Box 884, GT, Grand Cayman
Occupation: Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.9
<SEQUENCE>11
<FILENAME>g80547exv2w9.txt
<DESCRIPTION>AGREEMENT DATED 10/08/02 WITH SAGE WATER HOLDINGS
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.9



                             DATED: OCTOBER 8, 2002





                                   AGREEMENT

                                    BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                      AND

                         SAGE WATER HOLDINGS (BVI) LTD.












                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                P.O. BOX 709 GT
                                  MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS
<PAGE>
                                       2


                   AGREEMENT RE: OCEAN CONVERSION (BVI) LTD.

BETWEEN:

(1)      Consolidated Water Co. Ltd. of P.O. Box 1114 GT, Grand Cayman
         (hereinafter called "Consolidated") of the first part; and

(2)      Sage Water Holdings (BVI) Ltd. of P.O. Box 681, Road Town, Tortola, BVI
         (hereinafter called "Sage") of the second part.

WHEREAS:

(a)      Sage is the holder of 555,000 Class B voting shares of Ocean Conversion
         (BVI) Ltd. ("OCBVI") ("the Company") and holds a 45% profit sharing
         interest pursuant to Deeds of Assignment made between Sage and Edmund
         Gibbons Limited ("EOL") and North America Mortgage and Finance
         Corporation ("NAMF") respectively dated June 30th, 1997;

(b)      NAMF is the holder of 535,000 Class A voting shares of the Company
         ("the NAMF shares") and together with EGL holds a 55% profit sharing
         interest pursuant to Share Repurchase and Profit Sharing Agreements
         dated December 3rd, 1993 (as amended) (the "PSAs");

(c)      DesalCo Limited ("DesalCo") is the holder of 120,000 Class C non-voting
         shares of the Company ("the DesalCo shares"). Consolidated intends to
         acquire the entire issued share capital of DesalCo.

(d)      Consolidated intends to acquire the NAMF shares and take an assignment
         and novation of the PSAs following which Consolidated and Sage, with
         the consent of the Company, intend to release their interests under the
         PSAs and enter into a new amended and restated profit sharing agreement
         with the Company;

(e)      Under the Articles of Association of the Company the approval of the
         Board of Directors is required to the proposed transfer of the NAMF
         shares to Consolidated. Under the PSAs, the consent of the Company,
         Sage and others is required to the proposed assignment and novation of
         the PSAs to Consolidated;

(f)      Sage has agreed to approve, and to cause the Company to approve, the
         share transfers and assignment and novation as aforesaid on the terms
         hereof.

Now, therefore, for and in consideration of the promises herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged the
parties hereto agree as follows:


<PAGE>
                                       3


1.       CONDITIONS PRECEDENT


         The obligations of the parties hereunder are conditional on the
         following conditions precedent, all of which are for the benefit of
         Consolidated:

         (a)         the Completion of a purchase of shares by Consolidated
                     under a Share Sale Agreement with North-American Mortgage &
                     Finance Corporation and Transcontinental Finance
                     Corporation Ltd. dated October 4, 2002.

         (b)         the Completion of the purchase of shares by Consolidated
                     under a Share Sale Agreement with William T. and Margaret
                     D. Andrews dated October 4, 2002.

         If any of the above conditions precedent is not fulfilled (or at the
         option of Consolidated, waived in writing) by November 29, 2002 (or
         such later date as the parties may agree in writing) this Agreement
         shall cease to be in effect and neither party shall have any claim
         arising from it against the other.

2.       COVENANTS OF THE PARTIES

         Subject to the satisfaction of the conditions precedent in paragraph 1,
         the parties agree that Completion shall take place at the offices of
         the Purchaser's attorneys, Charles Adams, Ritchie & Duckworth, 4th
         Floor Zephyr House, Mary Street, George Town, Grand Cayman on November
         29, 2002 at ten a.m. or such earlier date as Consolidated may specify
         after giving 5 business days notice to Sage:

         (a)         Sage will cause the Company to adopt the resolutions
                     attached as Schedule 1 as and when requested by
                     Consolidated;

         (b)         Sage will provide its consent to and execute the proposed
                     assignment and novation of the PSAs, which assignment and
                     novation shall be in the form attached as Schedule 2, as
                     and when requested by Consolidated;

         (c)         Consolidated and Sage will enter into an amendment to the
                     PSAs with the Company in the form attached as Schedule 3;

         (d)         Consolidated will cause DesalCo to enter into an amendment
                     to the Management Services Contract between the Company and
                     DesalCo dated September 30th, 1992 (as amended) in the form
                     attached as Schedule 4; and

         (e)         Sage will and Consolidated will cause DesalCo to enter into
                     the Share Sale Agreement on the terms of Schedule 5.

3.   GENERAL












<PAGE>
                                       4


3.1      Except as provided herein, no announcement of any kind shall be made
         with respect to the subject matter of this Agreement unless
         specifically agreed between the parties. Sage agrees that Consolidated
         may, without any prior notice or consultation with Sage, make such
         announcements and disclosures as may be required pursuant to the
         relevant laws, rules or regulations relating to the listing or offering
         of the Consolidated's Shares on the NASDAQ Exchange.

3.2      If this Agreement ceases to have effect Consolidated will release and
         return to Sage all documents provided to Consolidated or its advisers
         in connection with this Agreement and will not use or make available to
         any other person any information which it or its advisers have been
         given in respect of the Company and which is not in the public domain.

3.3      This agreement shall be binding upon each party's successors and
         assigns and personal representatives (as the case may be) but, except
         as provided herein, none of the rights of the parties under this
         Agreement may be assigned to transferred.

3.4      All expenses incurred, including all fees of solicitors, accountants
         and other professionals required to effect the transactions referred to
         in paragraph 2 above shall be for the account of Consolidated.
         Otherwise, the expenses incurred by the parties in the negotiation
         preparation or execution of this Agreement shall be borne solely by the
         party who incurred the liability.

3.5      Time shall be of the essence of this agreement.

3.6      Any notice required to be given under this Agreement shall either be
         delivered personally or sent by first class recorded delivery post
         (air mail if overseas) or telex or full rate telegram or telecopy. The
         address for service of each party shall be its registered office for
         the time being and shall be his address stated above or any other
         address for service previously notified to the other party or (in the
         absence of any such notification) his last known place of residence. A
         notice shall be deemed to have been served as follows:

3.6.1    if personally delivered, at the time of delivery:

3.6.2    if posted by inland mail, at the expiration of 48 hours or (in the case
         of air mail) 7 days after the envelope containing the same was
         delivered into the custody of the postal authorities; and

3.6.3    if sent by telex, or telecopy at the time of transmission.

<PAGE>
                                       5


                  in proving such service it shall be sufficient to prove that
                  personal delivery was made, or that the envelope containing
                  such notice was properly addressed and delivered into the
                  custody of the postal authority as a prepaid first class
                  recorded delivery or air mail letter (as appropriate) or that
                  the telex or telecopy was transmitted as the case may be.

4.       GOVERNING LAW AND JURISDICTION

         4.1      This Agreement is governed by and shall be construed in
                  accordance with the laws of the British Virgin Islands.

         4.2      The parties hereto agree that the Courts of the British Virgin
                  Islands shall have the exclusive jurisdiction to settle any
                  disputes that may arise in connection with this Agreement and
                  that any judgment or order of a British Virgin Islands Court
                  in connection with this Agreement is conclusive and binding on
                  them and may be enforced against them in the courts of any
                  other jurisdiction. This clause is for the benefit of
                  Consolidated only and shall not limit the right of
                  Consolidated to bring proceedings against the other parties in
                  connection with this Agreement in any other court of competent
                  jurisdiction or concurrently in more than one jurisdiction.

         4.3      Sage and the Company waive any objection which they may have
                  to the courts of the British Virgin Islands on the grounds of
                  venue or forum non conveniens or any similar grounds as
                  regards proceedings in connection with this Agreement and the
                  consents to service of process by mail or by any other manner
                  permitted by the relevant law.

         4.4      Without prejudice of the rights of Consolidated to employ any
                  method of service permitted by British Virgin Islands law,
                  Sage and the Company hereby irrevocably appoint Farara
                  George-Creque & Kerins, 125 Main Street, P.O. Box 144, Road
                  Town, Tortola as their authorised agent for service of process
                  in the British Virgin Islands. Any claim, form, writ, summons,
                  judgment or other notice of legal process shall be
                  sufficiently served on them if delivered to that agent at its
                  address for the time being. They shall not revoke the
                  authority of that agent. If for any reason such agent no
                  longer serves as agent of theirs to receive service of
                  process, they shall promptly appoint another such agent and
                  immediately advise the Consolidated of that appointment.


IN WITNESS WHEREOF the parties hereto have set their hands and seals the day
and date first above written.

<PAGE>
                                       6


SIGNED for and on behalf of
Consolidated Water Co. Ltd.
in the presence of:
Frederick W. McTaggart                   /s/ Jeffrey M. Parker
                                            ----------------------


/s/ Frederick W. McTaggart
- --------------------------
Witness


SIGNED for and on behalf of
Sage Water Holdings (BVI) Ltd.
in the presence of:
Zinmavo Byett Ryan                       /s/ Glenn Harrigan
                                            ----------------------


/s/ Zinmavo Byett Ryan
- ----------------------
Witness

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.10
<SEQUENCE>12
<FILENAME>g80547exv2w10.txt
<DESCRIPTION>AMENDING AGREEMENT 11/15/02 SAGE WATER HOLDINGS
<TEXT>
<PAGE>


                                                                    EXHIBIT 2.10


                           DATED: NOVEMBER 15TH, 2002




                               AMENDING AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                         SAGE WATER HOLDINGS (BVI) LTD.














                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                 P.O. BOX 709 GT
                                   MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>


                                       2

               AMENDING AGREEMENT RE: OCEAN CONVERSION (BVI) Ltd.


BETWEEN:


(1)      Consolidated Water Co. Ltd. of P.O. Box 1114 GT, Grand Cayman
         (hereinafter called "Consolidated") of the first part; and


(2)      Sage Water Holdings (BVI) Ltd. of P.O. Box 681, Road Town, Tortola,
         BVI (hereinafter called "Sage") of the second part.


 WHEREAS:

(a)      The parties hereto entered into an Agreement re: Ocean Conversion (BVI)
         Ltd. dated October 8, 2002 (the "Agreement").

(b)      The obligations of the parties under the Agreement, and the Completion
         thereof, was made conditional on the happening of certain events on or
         before November 29, 2002, and the parties have agreed that the
         conditions precedent to the Agreement will not be satisfied by that
         date and accordingly the parties have agreed to enter into this
         amending agreement to provide for the later completion date and the
         consequences thereof.


NOW THEREFORE, for and in consideration of the premises herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged the
parties hereto agree as follows:

1.       Clause 1 of the Agreement is amended by deleting "November 29, 2002"
         from the last paragraph of the clause, and substituting therefor
         "December 31, 2002".

2.       Clause 2 of the Agreement is amended by deleting "November 29, 2002"
         from the first paragraph of the clause, and substituting therefor
         "December 31, 2002",

3.       Except as expressly modified by this Agreement, the Agreement continues
         in full force and effect according to its terms.

<PAGE>

                                       3


IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and
date first above written.


SIGNED for and on behalf of   )
Consolidated Water Co. Ltd.   )  /s/ Jeffrey M. Parker
in the presence of:           )-------------------------------------
                              )
/s/ Frederick W. McTaggart    )
- ----------------------------  )
Witness


SIGNED for and on behalf of   )
Sage Water Holdings (BVI) Ltd.)  /s/ Glenn Harrigan
in the presence of: Ermyn     )-------------------------------------
Richardson                    )
                              )
/s/ Ermyn Richardson          )
- ----------------------------  )
Witness




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.11
<SEQUENCE>13
<FILENAME>g80547exv2w11.txt
<DESCRIPTION>SECOND AMENDING AGREEMENT DATED 12/18/02
<TEXT>
<PAGE>
                                                                   EXHIBIT 2.11


                            DATED: DECEMBER 18, 2002




                           SECOND AMENDING AGREEMENT
                                    BETWEEN
                          CONSOLIDATED WATER CO. LTD.
                                      AND
                        SAGE WATER HOLDINGS (BVI) LTD.






                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                P.O. BOX 709 GT
                                  MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS
<PAGE>
                                       2


           SECOND AMENDING AGREEMENT RE: OCEAN CONVERSION (BVI) LTD.


BETWEEN:

(1)      Consolidated Water Co. Ltd. of P.O. Box 1114 GT, Grand Cayman
         (hereinafter called "Consolidated") of the first part; and

(2)      Sage Water Holdings (BVI) Ltd. of P.O. Box 681, Road Town, Tortola,,
         BVI (hereinafter called "Sage") of the second part.

WHEREAS:

(a)      The parties hereto entered into an Agreement re: Ocean Conversion
         (BVI) Ltd. dated October 8, 2002 (the "Agreement").

(b)      The parties previously amended the Agreement to extend the date for
         completion thereof by way of an amending agreement dated November 15,
         2002 (the "Amending Agreement"), and the parties have now agreed that
         the conditions precedent to the Agreement will not be satisfied by the
         extended date contemplated for completion and accordingly the parties
         have agreed to enter into this second amending agreement to provide
         for a later completion date and the consequences thereof.

NOW THEREFORE, for and in consideration of the premises herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged the
parties hereto agree as follows:

1.       Clause 1 of the Agreement as amended by the Amending Agreement is
         amended by deleting "December 31, 2002" from the last paragraph of the
         clause, and substituting therefor "January 31, 2003".

2.       Clause 2 of the Agreement as amended by the Amending Agreement is
         amended by deleting "December 31, 2002" from the first paragraph of
         the clause, and substituting therefor "January 31, 2003".

3.       Except as expressly modified by this Agreement, the Agreement
         continues in full force and effect according to its terms.
<PAGE>
                                       3


IN WITNESS WHEREOF the parties hereto have set their hands and seals the day
and date first above written.


SIGNED for and on behalf of            )
Consolidated Water Co. Ltd.            )
in the presence of:                    )
                                       )
                                       )
/s/ Frederick W. McTaggart             )       /s/ Jeffrey M. Parker
- ---------------------------------      )       --------------------------------
Witness                                )



SIGNED for and on behalf of            )
Sage Water Holdings (BVI) Ltd.         )
in the presence of:                    )
                                       )
                                       )
/s/ Ermyn Richardson                   )       /s/ Glenn Harrigan
- ---------------------------------      )       --------------------------------
Witness                                )

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.12
<SEQUENCE>14
<FILENAME>g80547exv2w12.txt
<DESCRIPTION>THIRD AMENDING AGREEMENT DATED 1/28/03
<TEXT>
<PAGE>
                                                                   EXHIBIT 2.12


                            DATED: JANUARY 28, 2003




                            THIRD AMENDING AGREEMENT
                                    BETWEEN
                          CONSOLIDATED WATER CO. LTD.
                                      AND
                        SAGE WATER HOLDINGS (BVI) LTD.





                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                P.O. BOX 709 GT
                                  MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS
<PAGE>
                                       2


            THIRD AMENDING AGREEMENT RE: OCEAN CONVERSION (BVI) LTD.


BETWEEN:

(1)      Consolidated Water Co. Ltd. of P.O. Box 1114 GT, Grand Cayman
         (hereinafter called "Consolidated") of the first part; and

(2)      Sage Water Holdings (BVI) Ltd. of P.O. Box 681, Road Town, Tortola,,
         BVI (hereinafter called "Sage") of the second part.

WHEREAS:

(a)      The parties hereto entered into an Agreement re: Ocean Conversion
         (BVI) Ltd. dated October 8, 2002 (the "Agreement").

(b)      The parties previously amended the Agreement to extend the date for
         completion thereof by way of amending agreements dated November 15,
         2002 and December 18, 2002 (the "Amending Agreements"), and the
         parties have now agreed that the conditions precedent to the Agreement
         will not be satisfied by the extended date contemplated for completion
         and accordingly the parties have agreed to enter into this third
         amending agreement to provide for a later completion date and the
         consequences thereof.

NOW THEREFORE, for and in consideration of the premises herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged the
parties hereto agree as follows:

1.       Clause 1 of the Agreement as amended by the Amending Agreements is
         amended by deleting "January 31, 2002" from the last paragraph of the
         clause, and substituting therefor "February 14, 2003".

2.       Clause 2 of the Agreement as amended by the Amending Agreement is
         amended by deleting "January 31, 2002" from the first paragraph of the
         clause, and substituting therefor "February 14, 2003".

3.       Except as expressly modified by this Agreement, the Agreement
         continues in full force and effect according to its terms.
<PAGE>
                                       3


IN WITNESS WHEREOF the parties hereto have set their hands and seals the day
and date first above written.


SIGNED for and on behalf of            )
Consolidated Water Co. Ltd.            )
in the presence of:                    )
                                       )
                                       )
/s/ Frederick W. McTaggart             )       /s/ Jeffrey M. Parker
- ---------------------------------      )       --------------------------------
Witness                                )



SIGNED for and on behalf of            )
Sage Water Holdings (BVI) Ltd.         )
in the presence of:                    )
                                       )
                                       )
/s/ Ermyn Richardson                   )       /s/ Glenn Harrigan
- ---------------------------------      )       --------------------------------
Witness                                )

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.13
<SEQUENCE>15
<FILENAME>g80547exv2w13.txt
<DESCRIPTION>SHARE SALE AGREEMENT 2/7/03
<TEXT>
<PAGE>
                                                                    Exhibit 2.13


                            DATED: February 7, 2003

                              SHARE SALE AGREEMENT

                                    BETWEEN

                         SAGE WATER HOLDINGS (BVI)LTD.

                                      AND

                                DESALCO LIMITED

                       CHARLES ADAMS, RITCHIE & DUCKWORTH

                                  ZEPHYR HOUSE

                                P.O. BOX 709 GT

                                   MARY STREET

                                  GRAND CAYMAN

                                 CAYMAN ISLANDS

                              SHARE SALE AGREEMENT
<PAGE>
                                       2

Between:

(1)      Sage Water Holdings (BVI) Ltd., of P.O. Box 681, Road Town, Tortola,
         B.V.I. (hereinafter "the Purchaser") of the first part; and

(2)      DesalCo Limited., of P.O. Box 884GT, Grand Cayman, B.W.I.(hereinafter
         "the Vendor").

Operative Provisions

1.       INTERPRETATION

         1.1.     In this Agreement the following words and expressions have the
                  following meanings:

                  "Company" means Ocean Conversion (BVI) Ltd.

                  "Completion" is defined in Clause 4.

                  "Shares" means 165,000 Class C non-voting shares of the
                  Company held by the Vendor free and clear of all liens,
                  charges, encumbrances, existing claims or prior calls.

         1.2      Clause headings in this Agreement are for ease of reference
                  only and do not affect the construction of any provision.

2.       AGREEMENT FOR SALE

         Subject to the terms and conditions of this Agreement, the Vendor shall
         sell as beneficial owners and the Purchaser shall purchase the Shares,
         free from all liens, charges, encumbrances, existing claims or prior
         calls and with all rights attaching to them, with effect from
         completion of this Agreement.

3.       PURCHASE CONSIDERATION

         3.1      The purchase price shall be US$12.85 per share;

         3.2      The purchase price shall be paid by way of bankers draft or
                  wire transfer to such, account as the Vendor may designate;

4.       COMPLETION

         4.1      Completion of the sale and purchase of the Shares shall take
                  place at the offices of the Vendor's attorneys, Charles Adams,
                  Ritchie & Duckworth, 4(th) Floor Zephyr House, Mary Street,
                  Grand Cayman on December 31,
<PAGE>
                                       3

                  2002 at 1O:OO in the forenoon (or such earlier or later date
                  as the parties may agree);

         4.2      At Completion, the Vendor shall deliver to the Purchaser duly
                  completed and signed transfers in favour of the Purchaser of
                  the Shares together with the relevant share certificates.

         4.3      A Board Meeting of the Company shall be held (or resolutions
                  passed) in substantially the form attached at which the
                  aforesaid transfer shall be approved.

         4.4      On completion of the matters referred to above, the Purchaser
                  will pay the purchase price by bankers draft or wire transfer
                  to the Vendor's account or accounts.

5.       GOVERNING LAW AND JURISDICTION

         5.1      The parties hereto agree that the Courts of the British Virgin
                  Islands shall have the exclusive jurisdiction to settle any
                  disputes that may arise in connection with this Agreement and
                  that any judgment or order of a British Virgin Islands Court
                  in connection with this Agreement is conclusive and binding on
                  them and may be enforced against them in the courts of any
                  other jurisdiction.

IN WITNESS WHEREOF the parties hereto have set their hands the day and date
first above written.

SIGNED for and on behalf of                     )
Sage Water Holdings (BVI) Ltd.                  ) /s/ Glenn Harrigan
in the presence of:                             )----------------------------
                                                )
/s/ Don Miller                                  ) /s/ Romney Penn
- -------------------------------                 )----------------------------
Witness                                         )

SIGNED for and on behalf of                     ) /s/ Frederick W. McTaggart
DesalCo Limited                                 )----------------------------
In Presence of:                                 )
/s/ Don Miller                                  ) /s/ Jeffrey M. Parker
- -------------------------------                 )----------------------------
Witness                                         )

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.14
<SEQUENCE>16
<FILENAME>g80547exv2w14.txt
<DESCRIPTION>SHARE SALE AGREEMENT DATED 12/16/02
<TEXT>
<PAGE>
                                                                   EXHIBIT 2.14


                            DATED DECEMBER 16, 2002




                              SHARE SALE AGREEMENT
                                    BETWEEN
                        CONSOLIDATED WATER CO. LTD.
                                      AND
                           BACARDI & COMPANY LIMITED






                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                P.O. BOX 709 GT
                                  MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS


<PAGE>

DATED DECEMBER, 2002


                              SHARE SALE AGREEMENT


PARTIES

BETWEEN

Consolidated Water Co. Ltd., of P.O. Box 1114 GT, Trafalgar Place, West Bay
Road, Grand Cayman, facsimile number (345)-945-4191, e-mail cwco@candw.ky
(hereinafter "the Purchaser") of the first part

AND

Bacardi & Company Limited of P.O. Box N-4880, 1000 Bacardi Road, Nassau,
Bahamas, facsimile number (242) 362 1918, email baco@bahamas.net.bs, (the
"Vendor") of the second part.

WHEREAS:

The Purchaser has contracted to acquire the shares of the Company (as herein
defined) held by DesalCo Ltd ("DesalCo") and wishes to acquire the shares of
the Company held by the Vendor on the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows;

1.       INTERPRETATION

         1.1.     In this Agreement the following words and expressions have
                  the following meanings:

                  "BHD$" means Bahamian dollars;

                  "Business Day" means a day on which licensed banks are open
                  for business in the Bahamas.

                  "Company" means the company listed in Schedule 1 in relation
                  to which the Vendor holds issued shares as set out in
                  Schedule 1.

                  "Company's Auditors" means PriceWaterhouseCoopers.

                  "Deed of Release" means the deed in the form set out in
                  Schedule 3.

                  "Last Accounts" means the audited accounts of the Company as
                  at June 30 2002.


                                       2
<PAGE>
                  "Shares" means the issued shares of the Company held by the
                  Vendor as set out in Schedule 1.

                  "Warranties" means the warranties and representations by the
                  Vendor in clause 6 and Schedule 2.

         1.2      All references in this Agreement to a statutory provision
                  shall be construed as including references to:

                  1.2.1    Any statutory modification, consolidation or
                           re-enactment (whether before or after the date of
                           this Agreement) for the time being in force;

                  1.2.2.   All statutory instruments or orders made pursuant to
                           a statutory provision; and

                  1.2.3.   Any statutory provisions of which a statutory
                           provision is a consolidation, re-enactment or
                           modification.

         1.3      Any reference in this Agreement to the Vendor includes its
                  successors and assigns.

         1.4      Clause headings in this Agreement are for ease of reference
                  only and do not affect the construction of any provision.

2.       AGREEMENT FOR SALE

         Subject to the terms and conditions of this Agreement, the Vendor
         shall sell as beneficial owner and the Purchaser shall purchase the
         Shares, free from all liens, charges and encumbrances and with all
         rights attaching to them, with effect from completion of this
         Agreement.

3.       PURCHASE CONSIDERATION

         3.1      Subject to the provisions of paragraph 3.2, the purchase
                  price shall be BHD$690.00 per share paid in cash in the
                  manner set out in paragraph 3.4.

         3.2      The obligation of the Purchaser to pay the price per share
                  set out in paragraph 3.1 is subject to the following
                  conditions, all of which are for the benefit of the
                  Purchaser:

                  (a)      that as at the date of Completion:

                           (i)      the number of issued and outstanding shares
                                    (including shares subject to option or
                                    warrant) of the Company shall not exceed
                                    15,043, but such number of shares shall be
                                    in


                                       3
<PAGE>
                                    addition to the 377 shares previously
                                    redeemed by the Company and held in
                                    Treasury;

                           (ii)     the Company is not in default of any terms
                                    of any borrowing;

                           (iii)    the Company's long term debt including the
                                    current portion thereof does not exceed
                                    BHD$2,300,000;

                           (iv)     the Company is validly subsisting and in
                                    good standing and is not in default of any
                                    term of any material contract;

                  (b)      As at the end of the calendar month immediately
                           prior to Completion, the Net Current Assets of the
                           company are not less than BHD$1,270,000.00 (One
                           Million, Two Hundred and Seventy Thousand Bahamian
                           Dollars). The Net Current Assets of the Company as
                           at the end of the calendar month immediately prior
                           to Completion shall be agreed by the parties and in
                           the absence of agreement reached five Business Days
                           prior to Completion, shall be determined at the
                           expense of the Purchaser by the Company's Auditors;

                  (c)      that between July 1st 2002 and the date of
                           Completion the business of the Company shall have
                           been conducted and operated in its usual and normal
                           manner and the Company has not suffered or incurred
                           any extraordinary, non recurring or unusual losses
                           or expenses;

                  (d)      that prior to Completion, the Purchaser is satisfied
                           that the reverse osmosis plant located at Windsor
                           Well Fields, New Providence, Bahamas is capable at
                           operating at not less than 95% of its rated volume
                           capacity to produce product water of rated quality.
                           For this purpose, the Purchaser will be allowed to
                           inspect and test the said reverse osmosis plant on a
                           normal working day within five Business Days of
                           Completion at a time mutually convenient to the
                           parties and the Company. During the test, the Vendor
                           will procure that the Company will, subject to the
                           Company's production requirements, use its best
                           efforts to operate the plant at its maximum capacity
                           within the operating specification of the plant's
                           component parts.

         3.3      Should any of the conditions specified in 3.2 not be
                  satisfied, the Purchaser may at its option:


                                       4
<PAGE>
                  (a)      by notice to the Vendor, terminate this Agreement.
                           In such event, this Agreement shall cease to have
                           effect and each party shall have no further claim
                           under it against the other; or

                  (b)      enter into discussions with the Vendor in an attempt
                           to agree an alternate price per share. If the
                           parties are able to agree an alternate price per
                           share this Agreement shall be binding on the parties
                           save that the price per share in paragraph 3.1 shall
                           be that agreed by the parties. In the event that the
                           parties are not able to agree an alternate price per
                           share not later than fourteen (14) days after the
                           day set for Completion pursuant to clause 5.1 (or
                           such later time as the parties may agree in writing)
                           this Agreement shall cease to have effect and each
                           party shall have no claim under it against the
                           other.

         3.4      The purchase price shall be paid by bankers draft or wire
                  transfer to such account as the Vendor may designate.

4.       CONDITIONS PRECEDENT AND RESCISSION

         4.1      In addition to the conditions in paragraph 3.2 relating to
                  the price per share, the obligation of the Purchaser to
                  purchase the Shares is conditional on the following
                  conditions precedent, all of which are for the benefit of the
                  Purchaser:

                  (a)      the approval of the Board of Directors of the
                           Company to the transfer of the Shares to the
                           Purchaser pursuant to the Company's Articles of
                           Association.

                  (b)      the approval in writing of the Water and Sewerage
                           Corporation of the Commonwealth of The Bahamas. The
                           Vendor agrees it will cause the Company to use its
                           best efforts to obtain any required approval and the
                           Purchaser shall co-operate in the matter to the
                           extent that may be necessary;

                  (c)      the consent in writing of The Bahamas Investment
                           Authority which it shall be the Purchasers
                           obligation to apply for and pursue expeditiously and
                           which the Vendor shall assist in to the extent it
                           can do so and a copy of which application and all
                           material correspondence in connection with which the
                           Purchaser shall provide to the Vendor;

                  (d)      consents in writing from The Royal Bank of Canada
                           and The Inter-American Investment Corporation as
                           bankers and secured lenders to the Company to the
                           transfer of the Shares to the Purchaser the


                                       5
<PAGE>
                           obligation for the obtaining of which shall fall
                           equally on the Purchaser and the Vendor;

                  (e)      the Exchange Control Regulations and the approval in
                           writing by the Exchange Control to the sale of the
                           Shares by the Vendor to the Purchaser hereunder and
                           to the purchase by the Purchaser pursuant to the
                           Tender Offer (as defined in clause 7) of shares from
                           other shareholders of the Company (other than
                           DesalCo) as provided for in clause 4.1 (f);

                  (f)      acceptances to the Tender Offer (as defined in
                           clause 7) from shareholders of the Company (other
                           than DesalCo) such that the Purchaser, after
                           acquisition of the Shares from the Vendor, the
                           DesalCo shares and the Tender Offer Shares be
                           entitled to be the registered holder of not less
                           than 7523 shares of the Company representing 51% of
                           the issued share capital of the Company.

         4.2      If any of the above conditions precedent is not fulfilled
                  (or, at the option of the Purchaser, waived in writing) by
                  February 14 2003, (or such later date as may be agreed in
                  writing by the parties) this Agreement shall cease to have
                  effect and each party shall have no further claim under it
                  against the other

         4.3      The Purchaser shall be entitled to rescind this Agreement by
                  notice in writing to the Vendor if prior to Completion it
                  appears any of the Warranties is not or was not true and
                  accurate in any material respect or if any act or event
                  occurs which had it occurred on or before the date of this
                  agreement, would have constituted a breach of the Warranties
                  or if there is any material breach or non-fulfilment of any
                  of the Warranties which (capable of being remedied) is not
                  remedied prior to Completion.

         4.4      The parties hereto acknowledge that the Articles of the
                  Company contain certain pre-emption rights and that the sale
                  of the shares to the Purchaser hereunder is subject thereto.

5.       COMPLETION

         5.1      Completion of the sale and purchase of the Shares shall take
                  place at the offices of the Vendor's attorneys Higgs &
                  Johnson, Deltec House, Lyford Cay, New Providence, Bahamas on
                  February 14 2003 (or such earlier or later date as the
                  parties may agree in writing) at 10 o'clock in the forenoon.

         5.2      At Completion, the Vendors shall deliver (or procure the
                  delivery, as the case may be) to the Purchaser of the
                  following:


                                       6
<PAGE>
                  5.2.1    Minutes of a meeting of the Board of Directors of
                           the Vendor (or if applicable, resolutions signed by
                           all directions of the Vendor) authorising and
                           approving the execution and delivery by the Vendor
                           of this Agreement;

                  5.2.2    Duly completed and signed transfers in favour of the
                           Purchaser of the Shares together with the relevant
                           share certificates;

                  5.2.3    The Deed of Release duly executed by the Vendor;

                  5.2.4    The resignations of the directors of the Company
                           appointed by the Vendor with a written
                           acknowledgement in such form as is agreed by the
                           Parties;

                  5.2.5    An Assignment (or at the option of the Purchaser, a
                           full and complete Discharge) by the Vendor of all
                           its right, title and interest in a Management
                           Services Contract dated May 24th 1996 between the
                           Vendor and the Company in a form satisfactory to the
                           Purchaser;

                  5.2.5    Opinions of Vendor's counsel in the form attached as
                           Schedule 4;

                  5.2.6    The seal and Certificate of Incorporation of the
                           Company;

                  5.2.7    The statutory books, books of account and documents
                           of record of the Company, complete and up to date;

                  5.2.8    The appropriate forms to amend the mandates given by
                           the Company to its bankers;

                  5.2.9    All documents and records in the possession or
                           control of the Vendor relating to the performance of
                           its obligations under the Management Services
                           Contract referred to in paragraph 5.2.4.

         5.3      The Vendor shall repay all monies, if any, then owing by them
                  to the Company, whether due for payment or not.

         5.4      Board Meetings of the Company shall be held at which:

                  5.4.1    Such persons as the Purchaser may nominate shall be
                           appointed additional directors;

                  5.4.2    The transfers referred to in clauses 5.2.1 shall be
                           approved; and

                  5.4.3    The resignations referred to in clauses 5.2.3 shall
                           be submitted and accepted.


                                       7
<PAGE>
         5.5      On completion of the matters referred to above, the Purchaser
                  will pay the purchase price and deliver an Indemnity in the
                  form attached as Schedule 5.

6.       WARRANTIES BY THE VENDORS

         6.1      The Vendor warrants to the Purchaser that the Warranties set
                  out in Schedule 2 are true and accurate in all respects and
                  fully, clearly and accurately disclose every matter to which
                  they relate.

         6.2      Each of the Warranties is without prejudice to any other
                  warranty or undertaking and, except where expressly stated,
                  no clause contained in this Agreement governs or limits the
                  extent or application of any other clause.

         6.3      Subject to the provisions of clause 6.4, the rights and
                  remedies of the Purchaser in respect of any breach of the
                  Warranties shall not be affected by completion of the
                  purchase of the Shares, by an investigation made by or on
                  behalf of the Purchaser into the affairs of the Company, by
                  any failure to exercise or delay in exercising any right or
                  remedy or by any other event or matter whatsoever, except a
                  specific and duly authorised written waiver or release.

         6.4      Claims against the Vendor for breach of warranty shall be
                  wholly barred and unenforceable unless written particulars of
                  the same shall have been given by the Purchaser to the Vendor
                  within a period of 3 years from Completion.

         WARRANTIES BY THE PURCHASER

         6.5      The Purchaser warrants that the execution, delivery and
                  performance of this Agreement and consummation of the
                  transactions contemplated hereby do not and will not:

                  (a)      violate, conflict with or result in any breach of
                           the Certificate of Incorporation or the Memorandum
                           or Articles of Association of the Purchaser;

                  (b)      conflict with or violate any law or Government Order
                           applicable to the Purchaser;

                  (c)      result in any breach of or constitute a default (or
                           an event with the giving of notice or lapse of time,
                           or both, would become a default) under, require any
                           consent under, or give to others any rights of
                           termination, amendment acceleration, suspension,
                           revocation or cancellation or result in the creation
                           of any encumbrances on any of the assets or
                           properties of the Purchaser or its business pursuant
                           to any agreement, contract, licence, permit,
                           franchise or other


                                       8
<PAGE>
                           instrument agreement or arrangement to which the
                           Purchaser is a party.

7.       COVENANTS BY THE PURCHASER

         Subject to the provisions of paragraph 3.1 and paragraph 4, the
         Purchaser agrees that it will, in accordance with the relevant laws
         and procedures of the Commonwealth of the Bahamas, immediately
         following the execution and exchange of this Agreement make a Tender
         Offer in such form as is agreed with the Vendor to all other
         shareholders of the Company (other than DesalCo Limited) at the same
         price per share as paid to the Vendor hereunder with a period of
         acceptance being on or before February 14 2003 (or such earlier or
         later date as the Purchaser, may at its option, specify) on
         substantially the same terms as this Agreement and subject to the
         completion of this Agreement (the "Tender Offer").

8.       GENERAL

         8.1      Except as provided herein and as may be required by law, no
                  announcement of any kind shall be made with respect to the
                  subject matter of this Agreement unless specifically agreed
                  between the parties. The Vendor acknowledges that the
                  Purchaser is concurrently undertaking a listing or offering
                  of shares in the capital of the Purchaser on the NASDAQ
                  Exchange and agrees that the Purchaser may, without any prior
                  notice or consultation with the Vendor, make such
                  announcements and disclosures as may be required pursuant to
                  the relevant laws, rules or regulations relating to such
                  listing or offering.

         8.2      Effective on the date of this Agreement, the Confidentiality
                  Agreement relating to the Company is cancelled and the Vendor
                  agrees it will cause the Company to take such steps as are
                  necessary to cancel the same.

         8.3      If this agreement ceases to have effect the Purchaser will
                  release and return to the Vendor all documents concerning it
                  provided to the Purchaser or its advisers in connection with
                  this agreement and will not use or make available to any
                  other person any information which it or its advisers have
                  been given in respect of the Company and which is not in the
                  public domain.

         8.4      This agreement shall be binding upon each party's successors
                  and assigns it, except as provided herein, none of the rights
                  of the parties under this agreement or the Warranties may be
                  assigned to transferred.

         8.5      All expenses incurred by or on behalf of the parties,
                  excluding the audit of the Company as of June 30, 2002 and
                  the certification referred to in paragraph 3.2.(b) which
                  shall be paid for by the Purchaser, but including all


                                       9
<PAGE>
                  fees of agents, representatives, solicitors, accountants and
                  actuaries employed by any of them in connection with the
                  negotiation, preparation or execution of this agreement shall
                  be borne solely by the party who incurred the liability.

         8.6      Any notice required to be given by any of the parties under
                  this agreement may be sent by fax to such number as set out
                  in this Agreement with original to follow by courier to the
                  address set out in this Agreement, Communications sent by fax
                  shall be deemed to have been received on the day immediately
                  following the date of transmission.

         8.7      This Agreement may be executed and exchanged in counterparts.

9.       GOVERNING LAW AND JURISDICTION

         9.1      This Agreement is governed by and shall be construed in
                  accordance with the laws of The Commonwealth of the Bahamas.

         9.2      The parties hereto agree that the Courts of the Bahamas shall
                  have the jurisdiction to settle any disputes that may arise
                  in connection with this Agreement and that any judgement or
                  order of such Court in connection with this Agreement is
                  conclusive and binding on them and may be enforced against
                  them in the courts of any other jurisdiction. This clause is
                  for the benefit of the Purchaser only and shall not limit the
                  right of the Purchaser to bring proceedings against the
                  Vendor in connection with this Agreement in any other court
                  of competent jurisdiction or concurrently in more than one
                  jurisdiction.

         9.3      The Purchaser waives any objection which it may have to the
                  courts of the Bahamas on the grounds of venue or forum non
                  conveniens or any similar grounds as regards proceedings in
                  connection with this Agreement and the consents to service of
                  process by mail or by any other manner permitted by Bahamian
                  law.


                                      10
<PAGE>

IN WITNESS WHEREOF the parties hereto have set their hands and seals the day
and date first above written.

SIGNED AND SEALED by the               )
Purchaser in the presence              )
of:                                    )       /s/ Jeffrey M. Parker
                                       )       --------------------------------
                                       )
/s/ Carolyn Parker                     )       /s/ Frederick W. McTaggart
- ---------------------------------      )       --------------------------------
Witness                                )



SIGNED AND SEALED by the Vendor        )
In the presence of:                    )
                                       )       /s/ Francisco Carrera-Justiz
                                       )       --------------------------------
                                       )
/s/ Kaye Bastian                       )       /s/ Linda D'Aguilar
- ---------------------------------      )       --------------------------------
Witness                                )


                                      11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.15
<SEQUENCE>17
<FILENAME>g80547exv2w15.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED 2/7/03
<TEXT>
<PAGE>
                                                                    EXHIBIT 2.15

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated ,
2003, is between North American Mortgage and Finance Corporation (the
"Investor"), and Consolidated Water Co. Ltd., a Cayman Islands Company (the
"Company").

                                    RECITALS

         A.       Simultaneously with the execution and delivery of this
Agreement, the Investor is acquiring from the Company, pursuant to a Share Sale
Agreement dated the date hereof (the "SSA"), 185,174 ordinary shares ("Ordinary
Shares") of CI$1.00 par value (the "Securities") (terms not defined herein shall
have the meanings ascribed to them in the SSA).

         B.       The Company desires to grant to the Investor the registration
rights set forth herein with respect to the Securities acquired pursuant to the
SSA.

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         Section 1.        Registrable Securities. As used herein the term
"Registrable Security" means the Securities until (i) the Registration Statement
has been declared effective by the Commission (as defined below), and all
Securities have been disposed of pursuant to the Registration Statement, (ii)
all Securities have been sold under circumstances under which all of the
applicable conditions of Rule 144 as it may be amended from time to time or any
similar provision then in effect ("Rule 144") under the Securities Act of 1933
(the "Securities Act") are met, (iii) all Securities have been otherwise
transferred to holders who may trade such Securities without restriction under
the Securities Act, and the Company has delivered a new certificate or other
evidence of ownership for such Securities not bearing a restrictive legend or
(iv) such time as, in the opinion of counsel to the Company, all Securities may
be sold without any time, volume or manner of sale limitations pursuant to Rule
144(k) (or any similar provision then in effect) under the Securities Act and
the Company has delivered a new certificate or other evidence of ownership for
such securities not bearing a restrictive legend. The term "Registrable
Securities" means any and/or all of the securities falling within the foregoing
definition of a "Registrable Security." In the event of any merger,
reorganization, consolidation, recapitalization or other change in corporate
structure affecting the Ordinary Shares of the Company, such adjustment shall be
deemed to be made in the definition of "Registrable Security" as is appropriate
in order to prevent any dilution or enlargement of the rights granted pursuant
to this Agreement.

         Section 2.        Restrictions on Transfer. The Investor acknowledges
and understands that prior to the registration of the Securities as provided
herein, the Securities are "restricted securities" as defined in Rule 144
promulgated under the Securities Act. The Investor understands that no
disposition or transfer of the Securities may be made by an Investor in the
absence of (i) an opinion of counsel to an Investor, in form and substance
reasonably satisfactory to the Company, that such transfer may be

                                      -1-
<PAGE>
made without registration under the Securities Act, pursuant to Regulation D or
another exemption, or (ii) such registration.

                  With a view to making available to the Investor the benefits
of Rule 144 under the Securities Act or any other similar rule or regulation of
the Securities and Exchange Commission (the "Commission") that may at any time
permit the Investor to sell securities of the Company to the public without
registration, the Company agrees to:

                  (a)      comply with the provisions of paragraph (c) (1) of
Rule 144; and

                  (b)      file with the Commission in a timely manner all
reports and other documents required to be filed with the Commission pursuant to
Section 13 or 15(d) under the Securities Exchange Act of 1934 (the "Exchange
Act") by companies subject to either of such sections, irrespective of whether
the Company is then subject to such reporting requirements.

         SECTION 3.        REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES.
1.

                  (a)      By the earlier to occur of (i) sixty (60) calendar
days after the date that the Company's registration statement (the "Company
Registration Statement") for its contemplated underwritten public offering is
declared effective by the Commission or (ii) June 30, 2003, (the "Filing
Deadline Date"), the Company will prepare and file a Registration Statement with
the Commission, at the sole expense of the Company (except as provided in
Section 3(c) hereof), so as to permit a public offering and resale of the
Securities under the Securities Act by the Investor as a selling shareholder.

         For the purposes of this Agreement, "Registration Statement" means any
registration statement of the Company which registers for sale under the
Securities Act any of the Registrable Securities, including the Prospectus, all
amendments and supplements to such Registration Statement including
post-effective amendments, all financial statements of the Company included
therein, all exhibits to such Registration Statement, and all material
incorporated by reference in such Registration Statement. The term "Prospectus"
shall mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any of the Registrable Securities and all other amendments or
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Registration Statement.

         The Company shall use its best efforts to cause such Registration
Statement to become effective within ninety (90) calendar days from the Filing
Deadline Date, or, if earlier, within five (5) days of the Commission's
clearance in response to the Company's request for acceleration of the
effectiveness of the Registration Statement (in either case the "Effectiveness
Deadline Date"). In the event that the registration of Registrable Securities is
underwritten, the Company shall enter into an underwriting agreement in

                                      -2-
<PAGE>
usual and customary form. The Company will notify the Investor of the
effectiveness of the Registration Statement within two calendar days of such
event.

         Notwithstanding any provisions contained in this Agreement to the
contrary, the Investor shall not offer for sale or sell, transfer or otherwise
dispose of the Registrable Securities in violation of Section 10 hereof.

                  (b)      The Company will maintain the effectiveness under the
Securities Act of the Registration Statement or post-effective amendment filed
under this Section 3 until the earliest of (i) the date that none of the
Securities covered by such Registration Statement are or may become issued and
outstanding, (ii) the date that all of the Securities have been sold pursuant to
such Registration Statement, (iii) two (2) years from the date of the closing of
the SSA, (iv) the date on which all Securities have been otherwise transferred
to persons who may trade such shares without restriction under the Securities
Act, and the Company has delivered a new certificate or other evidence of
ownership for such securities not bearing a restrictive legend, or (v) the first
date upon which, in the opinion of counsel to the Company, which counsel shall
be reasonably acceptable to the Investor all Securities may be sold without any
time, volume or manner of sale limitations pursuant to Rule 144(k) or any
similar provision then in effect under the Securities Act (the "Effectiveness
Period").

                  (c)      The Company shall bear all fees, disbursements and
out-of-pocket expenses and costs incident to the performance of its obligations
under this Agreement including (i) the preparation, filing and printing of the
Registration Statement under subparagraph 3(a) as originally filed and as
amended, any preliminary prospectuses and the Prospectus and any amendments or
supplements thereto, (ii) the fees and disbursements of counsel for the Company
and the fees and disbursements of accountants for the Company; (iii) the
preparation, printing and distribution of any underwriting or agency agreement,
certificates representing the Securities (if any), any Blue Sky Survey and other
documents relating to the performance of and compliance by the Company with this
Agreement; (iv) the fees and disbursements of the underwriters or agents
customarily paid by issuers or sellers of securities, the fees of their
respective counsel, and the fees and disbursements of any experts retained in
connection with such Registration Statement (but excluding underwriting
discounts and commissions and transfer taxes, if any, as described below); (v)
the costs of the qualification of the Securities under applicable state
securities and Blue Sky laws and the costs and expenses associated with any
filing required to be made with the National Association of Securities Dealers,
Inc; (vi) all fees and expenses incurred in connection with the listing of the
Securities on any securities exchange and the fees of any transfer agent,
registrar or depository for the securities; and (vii) expenses for the
duplication and delivery to the Investor of copies of the Registration Statement
and the Prospectus forming part thereof and any other related documents as
provided in Sections 5(h) and 5 (i) below. The Investor shall bear the cost of
underwriting and/or brokerage discounts, and commissions, if any, applicable to
the Securities being registered, the costs and expenses (if any) incident to the
delivery of the Registrable Securities to be sold by it, including any transfer
taxes payable in connection with such sale.

                                      -3-
<PAGE>
                  (d)      In connection with the preparation and filing of the
Registration Statement the Company shall provide to the Investor and its counsel
and accountants the opportunity to review and comment upon, for a period not to
exceed five (5) business days, the Registration Statement and any amendments
thereto prior to filing with the Commission. The Company shall provide the
Investor with copies of any comment letters received from the Commission with
respect thereto within two (2) calendar days of receipt thereof. For purposes of
this Agreement, a business day means any day that is not a Saturday or Sunday
and on which banks are open for the conduct of normal business in New York City,
New York, Grand Cayman, Cayman Islands, B.W.I., and London, England.

                  (e)      The Company shall afford the Investor, its counsel
and its accountants the opportunity to review its books and records and to
discuss the business of the Company with its officers and the independent public
accountants who have certified the Company's financial statements to permit the
Investor and its counsel and accountants to conduct, in their view, a reasonable
investigation as may be necessary to comply with the requirements of the
Securities Act. All fees and expenses of the Investor's counsel, accountants and
other representatives relating to such investigation shall be paid by the
Investor. The Company shall qualify any of the securities for sale in such
states as the Investor reasonably designates and shall furnish indemnification
in the manner provided in Section 6 hereof. However, the Company shall not be
required to qualify in any state which will require an escrow or other
restriction relating to the Company and/or the sellers, or which will require
the Company to qualify to do business in such state or require the Company to
file therein any general consent to service of process (as opposed to a specific
consent for purposes of actions under applicable state securities laws).

                  (f)      The Company shall not be required by this Section 3
to include the Investor's Securities in any Registration Statement which is to
be filed if, in the opinion of counsel for the Investor and the Company (or,
should they not agree, in the opinion of another counsel experienced in
securities law matters acceptable to counsel for the Investor and the Company,
which counsel's fees and expenses shall be shared equally by the Investor and
the Company) the proposed offering or other transfer as to which such
registration is requested is exempt from applicable federal and state securities
laws and would result in all purchasers or transferees obtaining securities
which are not "restricted securities", as defined in Rule 144 under the
Securities Act.

                  (g)      If at any time after the effective date of any
Registration Statement, the Company notifies the Investor in writing of (i) the
issuance by the Commission of a stop order suspending the effectiveness of the
Registration Statement or the initiation of proceedings with respect to the
Registration Statement under Section 8 (d) or 8 (e) of the Securities Act or
(ii) the existence of a Potential Material Event (as defined in Section 3(h)
below), the Investor shall not offer or sell any Securities or engage in any
other transaction involving or relating to Securities (a "Blackout Period"),
from the time of the giving of notice with respect to a stop order or Potential
Material Event until the Investor receives written notice from the Company that
either (x) the Registration Statement (as amended or supplemented, if necessary)
may be used and the Investor has received from the Company copies of any amended
or supplemented

                                      -4-
<PAGE>
Registration Statement or (y)such Potential Material Event either has been
disclosed to the public or no longer constitutes a Potential Material Event;
provided, however, that the Company may not so suspend the right of the Investor
to transfer Securities for more than forty-five (45) days in the aggregate
during any three month period or for more than ninety (90) days in the aggregate
during any twelve (12) month period, during the Effectiveness Period. If a
Potential Material Event shall occur prior to the date a Registration Statement
is required to be filed, then the Company's obligation to file such Registration
Statement shall be delayed for not more than ninety (90) consecutive calendar
days. The Company must give the Investor notice in writing at least two (2)
calendar days prior to the first day of a Blackout Period.

                  (h)      "Potential Material Event" means any of the
following: (a) the possession by the Company of material information not ripe
for disclosure in a registration statement, as determined in good faith by the
Chief Executive Officer or the Board of Directors of the Company that disclosure
of such information in a Registration Statement would be detrimental to the
business and affairs of the Company; or (b) any material engagement or activity
by the Company which would, in the good faith determination of the Chief
Executive Officer or the Board of Directors of the Company, be adversely
affected by disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by the Chief
Executive Officer or the Board of Directors of the Company that the applicable
Registration Statement would be materially misleading absent the inclusion of
such information

                  (i)      The Company recognizes and agrees that the Investor
will incur damages and will not realize the benefits sought to be conferred on
the Investor under the SSA if the Company fails to comply with its obligations
hereunder to effect and maintain the registration of the Registrable Securities.
Accordingly, the Company expressly agrees that in the event that (i) the
Registration Statement has not been filed on or prior to the Filing Deadline
Date, and (ii) the Registration Statement has not been declared effective under
the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Blackout Periods during any period exceeds the number of
days permitted in respect of such period pursuant to Section 3(g) hereof (each
of the events of a type described in any of the foregoing clauses (i) through
(iii) being individually referred to herein as an "Event") the Investor shall
have the right to require the Company to purchase from it all the Registrable
Securities held by the Investor at a price per share equal to the greater of (i)
US$14.00 per share (ii) the closing price of the Ordinary Shares on NASDAQ on
the last day on which an Event occurs giving rise to the claim of the Investor
for damages under this Section 3(i). Following the occurrence of such Event, the
Investor shall notify the Company of its claim for damages under this provision
by providing written notice to the Company and within 20 calendar days of the
date of such notice, the Company shall (x) provide to the Investor a written
computation of the damages to be paid pursuant to the formula above and (y) pay
to the Investor in full, without offset or discount, the amount of said damages
as reflected in the Company's computation, via wire transfer of immediately
available funds to a bank account designated to the Company by the Investor. The
Company's payment to the Investor of the damages set forth in this Section 3(i)
shall be the sole and exclusive remedy available to the Investor under this
Agreement and all other applicable laws, and

                                      -5-
<PAGE>
upon payment of such damages, the Company shall have no other liability or
obligation whatsoever to the Investor.

         Section 4.        Cooperation with Company. The Investor will cooperate
with the Company in all respects in connection with this Agreement, including
timely supplying all information reasonably requested by the Company (which
shall include all information regarding the Investor and proposed manner of sale
of the Registrable Securities required to be disclosed in any Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering.

         Section 5.        Registration Procedures. In connection with the
fulfillment by the Company of its obligations hereunder to effect the
registration of the Registrable Securities under the Securities Act, the Company
shall (except as otherwise provided in this Agreement), as expeditiously as
reasonably possible, subject to the Investor's assistance and cooperation as
reasonably required with respect to each Registration Statement:

                  (a)(i)   prepare and file with the Commission such
amendments and supplements to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep such Registration Statement
current and effective and to comply with the provisions of the Securities Act
and the rules thereunder with respect to the sale or other disposition of all
Securities covered by such registration statement whenever the Investor shall
desire to sell or otherwise dispose of the same (including prospectus
supplements with respect to the sales of securities from time to time in
connection with a registration statement pursuant to Rule 415 promulgated under
the Securities Act), and (ii) take all lawful action such that each of (A) the
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and (B) any preliminary prospectus and any other Prospectus forming
part of the Registration Statement, and any amendment or supplement thereto,
does not at any time during the Effectiveness Period include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

                  (b)(i)   prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any Prospectus (including any supplements thereto), provide draft
copies thereof to the Investor as required by Section 3(c) and reflect in such
documents all such comments as the Investor (and its counsel) reasonably may
propose, and (ii) furnish to the Investor such numbers of copies of the
Registration Statement and the Prospectus (including any preliminary prospectus
or any amendment or supplement to any Prospectus, as applicable), in conformity
with the requirements of the Securities Act, and such other

                                      -6-
<PAGE>
documents, as the Investor may reasonably request in order to facilitate the
public sale or other disposition of the Securities owned by the Investor;

                  (c)      register and qualify the Registrable Securities
covered by the Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as the Investor shall reasonably request (subject to
the limitations set forth in Section 3(e) above), and do any and all other acts
and things which may be necessary or advisable to enable the Investor to
consummate the public sale or other disposition in such jurisdiction of the
Securities owned by the Investor;

                  (d)      list such Registrable Securities on the principal
United States exchange or market for the Company's ordinary shares (the
"Principal Market"), if the listing of such Registrable Securities is then
permitted under the rules of such Principal Market;

                  (e)      notify the Investor at any time during the
Effectiveness Period of the happening of any event of which the Chief Executive
Officer or Chief Financial Officer of the Company becomes aware as a result of
which the Prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, and the Company
shall prepare and file a curative amendment under Section 5(a) as quickly as
commercially possible;

                  (f)      as promptly as practicable after becoming aware of
such event, notify the Investor who holds Registrable Securities being sold (or,
in the event of an underwritten offering, the managing underwriters) of the
issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time and
take all lawful action to effect the withdrawal, recession or removal of such
stop order or other suspension;

                  (g)      cooperate with the Investor to facilitate the timely
preparation and delivery of certificates for the Registrable Securities to be
offered pursuant to the Registration Statement and to enable such certificates
for the Registrable Securities to be in such denominations or amounts, as the
case may be, as the Investor reasonably may request and registered in such names
as the Investor may request; and, within three (3) calendar days after a
Registration Statement which includes Registrable Securities is declared
effective by the Commission, deliver and cause legal counsel selected by the
Company to deliver to the transfer agent for the Registrable Securities (with
copies to the Investors) an appropriate instruction and, to the extent
necessary, an opinion of such counsel;

                  (h)      As promptly as reasonably practicable after the
filing of such documents with the Commission, furnish to the Investor, upon its
written request and without charge, at least one (1) conformed copy of the
Registration Statement and any amendment thereto, including financial
statements, but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits (unless requested in writing
to the Company by the Investor).

                                      -7-
<PAGE>
                  (i)      During the Effectiveness Period, deliver to the
Investor in connection with any sale of Registrable Securities pursuant to a
Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as the Investor may
reasonably request; and the Company hereby consents (except during Blackout
Periods during which a notice of a stop order or a Potential Material Event is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by the Investor in connection with any offering
and sale of the Registrable Securities covered by such Prospectus or any
amendment or supplement thereto in the manner as set for the therein.

                  (j)      Comply with all applicable rules and regulations of
the SEC and make generally available to it securityholders earnings statements
(which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than forty-five (45) days after the end of any
twelve (12) month period ninety (90) days after the end of any twelve (12) month
period if such period is a fiscal year) commencing on the first day of the first
fiscal quarter of the Company commencing after the effective date of a
Registration Statement, which statements shall cover said twelve (12) month
periods.

                  (k)      Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement and, subject to Section 10 hereof, provide the transfer
agent for the Ordinary Shares of the Company with certificates for the
Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company or another depository.

                  (l)      Use its best efforts to provide such information as
is required for any filings required to be made with the National Association of
Securities Dealers, Inc.

2.
                  (m)      take all such other lawful actions reasonably
necessary to expedite and facilitate the disposition by the Investor of its
Registrable Securities in accordance with the intended methods therefor provided
in the Prospectus which are customary for issuers to perform under the
circumstances;

                  (n)      in the event of an underwritten offering, promptly
include or incorporate in a prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers of the underwritten
offering reasonably agree should be included therein and to which the Company
does not reasonably object and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after it is
notified of the matters to be included or incorporated in such Prospectus
supplement or post-effective amendment; and

                                      -8-
<PAGE>
                  (o)      maintain a transfer agent and registrar for its
Ordinary Shares.

         Section 6.        Indemnification.

                  (a)      To the maximum extent permitted by law, the Company
agrees to indemnify and hold harmless the Investor within the meaning of the
Securities Act against any losses, claims, damages or liabilities, joint or
several (which shall, for all purposes of this Agreement, include, but not be
limited to, all reasonable costs of defense, preparation and investigation and
all reasonable attorneys' fees and expenses), to which the Investor may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, or any amendment or supplement thereto,
or upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; (ii) any alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; or (iii) any litigation or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission or any such untrue statement or
omission or any such alleged untrue statement or omission provided, however,
that the Company will not be liable in any such case to the extent, and only to
the extent, that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration Statement, preliminary prospectus,
final prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
the Investor, or its counsel, specifically for use in the preparation thereof
(it being understood that no representation, warranty or other statement by the
Investor in the SSA or any related agreement or document (including, without
limitation, the disclosure letters referred to therein) shall be deemed written
information furnished to the Company by the Investor specifically for use in the
preparation of the Registration Statement or any Prospectus for the purposes of
this Agreement). This indemnity agreement will be in addition to any liability
which the Company may otherwise have.

                  (b)      To the maximum extent permitted by law, the Investor
agrees that it will indemnify and hold harmless the Company, and each officer
and director of the Company or person, if any, who controls the Company within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement, include, but not
be limited to, all reasonable costs of defense, preparation and investigation
and all reasonable attorneys' fees and expenses) to which the Company or any
such officer, director or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement, or amendment or supplement thereto, or upon the
omission or the alleged

                                      -9-
<PAGE>
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; (iii) any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission or any such alleged untrue
statement or omission, but in each case only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in such Registration Statement, preliminary prospectus, final prospectus or
amendment or supplement thereto in reliance upon, and in conformity with,
written information furnished to the Company by or on behalf of the Investor, or
its counsel, specifically for use in the preparation thereof (it being
understood that no representation, warranty or other statement by the Investor
in the SSA or any related agreement or document (including, without limitation,
the disclosure letters referred to therein) shall be deemed written information
furnished to the Company by the Investor specifically for use in the preparation
of the Registration Statement or any Prospectus for the purposes of the
Agreement). This indemnity agreement will be in addition to any liability which
the Investor may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
this Section 6 of notice of the commencement of any action against such
indemnified party, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve the indemnifying party from
any liability which it may have to any indemnified party except to the extent
the failure of the indemnified party to provide such written notification
actually prejudices the ability of the indemnifying party to defend such action.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof, subject to the provisions herein stated. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. Notwithstanding the foregoing, the
indemnified parties as a group shall have the right to employ one separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall not be at the expense of the
indemnifying party if the indemnifying party has assumed the defense of the
action with counsel reasonably satisfactory to the indemnified party unless (i)
the employment of such counsel has been specifically authorized in writing by
the indemnifying party, or (ii) the named parties to any such action (including
any impleaded parties) include both the indemnified party and the indemnifying
party and the indemnified party shall have been advised by its counsel that
there may be one or more legal defenses available to the indemnifying party
different from or in conflict with any

                                      -10-
<PAGE>
legal defenses which may be available to the indemnified party or any other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable only for the reasonable fees and expenses of one
separate firm of attorneys for the indemnified party, which firm shall be
designated in writing by the indemnified party). No settlement of any action
against an indemnified party shall be made without the prior written consent of
the indemnified party, which consent shall not be unreasonably withheld so long
as such settlement includes a full release of claims against the indemnified
party.

         Section 7.        Contribution. In order to provide for just and
equitable contribution under the Securities Act in any case in which (i) the
indemnified party makes a claim for indemnification pursuant to Section 6 hereof
but is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that the express provisions of
Section 6 hereof provide for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any indemnified party,
then the Company and the Investor shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense, preparation and investigation and all reasonable attorneys'
fees and expenses), in either such case (after contribution from others) on the
basis of relative fault as well as any other relevant equitable considerations.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or by the Investor on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The relative
benefits received by the Company, the Investor and the underwriters (if any)
with respect to the sale of the Registrable Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions that the
proceeds from the offering received by the Company and the Investor and the
underwriting discounts received by the underwriters, in each case as set forth
in the table on the cover page of the applicable Prospectus, bear to the
aggregate public offering price of the Registrable Securities. The Company and
the Investor agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in this Section 7. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this Section 7 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating, preparing or defending any such action
or claim (including any investigation or proceeding by any governmental agency
or body). No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

                                      -11-
<PAGE>
Notwithstanding any other provision of this Section 7, in no event shall the
Investor be required to undertake liability to any person under this Section 7
for any amounts in excess of the dollar amount of the proceeds received by the
Investor from the sale of the Investor's Registrable Securities (after deducting
any fees, discounts and commissions applicable thereto) pursuant to any
Registration Statement under which such Registrable Securities are registered
under the Securities Act.

         Section 8.        Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and shall be delivered as set forth in the SSA.

         Section 9.        Assignment. This Agreement is binding upon and inures
to the benefit of the parties hereto and their respective heirs, successors and
permitted assigns.

         Section 10.       Lock-Up Restrictions. Until one hundred twenty (120)
calendar days after the date that the Company Registration Statement is declared
effective by the Commission, the Investor will not, without the prior written
consent of the underwriter of such offering, directly or indirectly, sell, offer
for sale, transfer, hypothecate, pledge or otherwise dispose of, pursuant to
Rule 144 or otherwise, the Securities directly or indirectly or beneficially
owned by the Investor.

         Notwithstanding the foregoing, the Investor may sell or otherwise
dispose of the Securities in a privately-negotiated transaction, provided that
(i) the acquiror of such securities agrees in advance in writing with the
underwriter of the Company's contemplated public offering to the restrictions on
transfer of the securities as set forth herein and (ii) the disposition is
otherwise in accordance with the United States securities and other applicable
laws.

         Section 11.       Counterparts/Facsimile. This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together shall constitute but one and the
same instrument, and shall become effective when one or more counterparts have
been signed by each party hereto and delivered to the other parties. In lieu of
the original, a facsimile transmission or copy of the original shall be as
effective and enforceable as the original.

         Section 12.       Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.

         Section 13.       Conflicting Agreements. The Company shall not enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.

                                      -12-
<PAGE>
         Section 14.       Headings. The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         Section 15.       Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. Each of the parties (a) consents
to submit itself to the personal jurisdiction of the U.S. federal court for the
Southern District of New York or any New York state court located in the City of
New York in the event any dispute arises out of or relates to this Agreement or
any of the transactions contemplated hereby, (b) agrees that it will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, including, without limitation, a motion to dismiss on
the grounds of forum non conveniens , (c) agrees it will not bring any action
arising out of or relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than the U.S. federal court
for the Southern District of New York or any New York State court located in the
City of New York and (d) waives any right to trial by jury with respect to any
legal proceeding arising out of or in connection with this Agreement or the
transactions contemplated hereby.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed, on the day and year first
above written.

Investor:

North American Mortgage &                         Consolidated Water Co, Ltd.
Finance Corporation

By: /s/ JAMES L. GIBBONS                          By: /s/ Jeffrey M. Parker
Name:   JAMES L. GIBBONS                          Name: Jeffrey M. Parker
Title:  DIRECTOR                                  Title: Chief Executive Officer
     ------------------

                                      -13-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>18
<FILENAME>g80547exv10w1.txt
<DESCRIPTION>LOAN AGREEMENT 2/7/03
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                 LOAN AGREEMENT

This Loan Agreement is made as of February 7,2003.

BETWEEN :

         SCOTIABANK (CAYMAN ISLANDS) LTD., a banking institution organised and
         existing under the laws of the Cayman Islands, with its principal place
         of business located at Scotiabank Centre, Cardinal Avenue, George
         Town, Grand Cayman,

         - AND -

         CONSOLIDATED WATER CO. LTD., a company incorporated in the Cayman
         Islands, with its registered office located at P.O. Box 1114 GT,
         Trafalgar Place, George Town, Grand Cayman, Cayman Islands,

WHEREAS

                  A)       The Borrower is the registered proprietor with
                           absolute title to parcels 8 and 469 in Block 9A of
                           the West Bay North East Registration Section of Grand
                           Cayman, parcels 8 and 40 in Block 11D of the West
                           Bay Beach North Registration Section of Grand Cayman,
                           and is also the proprietor of a leasehold interest in
                           parcel 79 REM 1 / 2 in Block 12D of the West Bay
                           Beach South Registration Section of Grand Cayman (all
                           such parcels of land being hereinafter referred to as
                           "the Property") the same being more particularly
                           described and depicted respectively in the Land
                           Registers and Registry Maps annexed hereto as
                           Schedule "A".

                  B)       The Bank has agreed to make available to the Borrower
                           three Loans for the purposes herein set forth, in
                           the maximum aggregate amount of THIRTY NINE MILLION
                           ONE HUNDRED THOUSAND UNITED STATES DOLLARS
                           ($39,100,000.00) in consideration of the various
                           representations, warranties, covenants, security and
                           other undertakings hereinafter set forth, made or
                           agreed by the Borrower.
<PAGE>
                  C)       The Borrower has agreed to borrow up to an aggregate
                           maximum of such amount constituting the three Loans
                           as more fully set out hereunder.

NOW THEREFORE in consideration of the premises and the mutual agreements
hereinafter contained, it is hereby agreed by and between the parties as
follows:

                                    SECTION 1
                     DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.1       DEFINED TERMS

         Except as otherwise expressly provided herein, capitalized terms used
in this Agreement and its Schedules and Exhibits shall have the respective
meanings assigned to such terms in Appendix A hereto.

SECTION 1.2       ACCOUNTING:PRINCIPLES

         Except as otherwise,provided in this Agreement, all computations and
determinations as to financial matters, and all financial statements to be
delivered under this Agreement shall be made or prepared in Dollars in
accordance with U.S. GAAP (including principles of consolidation where
appropriate) applied on a consistent basis.

                                    SECTION 2
                                THE WORKING LOAN

SECTION 2.1       WORKING LOAN

                  (a)      The Bank agrees, upon the terms and conditions set
                           forth in this Agreement, to grant to the Borrower the
                           Working Loan, and the Borrower agrees to accept such
                           Working Loan from the Bank.

                                                                              2
<PAGE>
                  (b)      The aggregate maximum amount of advances under the
                           Working Loan that may be outstanding at any time
                           shall be the lesser of i) the Borrowing Base or ii)
                           two million Dollars ($2,000,000.00).

                  (c)      The Working Loan, in a maximum principal amount of
                           two million Dollars ($2,000,000.00), shall take the
                           form of: (i) a revolving overdraft facility evidenced
                           by the records of the Bank; and (ii) the GOCI Letter
                           of Credit. The Working Loan will be payable as
                           provided herein, will be subject to all the relevant
                           conditions as set out herein, and will be secured by
                           the Security Documents as provided in this Agreement.

                  (d)      Upon the termination of the GOCI Letter of Credit in
                           accordance with the terms contained therein or upon
                           the reimbursement by the Borrower of any amount drawn
                           under the GOCI Letter of Credit by the beneficiary
                           thereof, such amounts so retired or reimbursed shall
                           constitute undrawn amounts under the Working Loan and
                           shall become available to Borrower for the purposes
                           of requesting further advances in accordance with the
                           terms hereof.

SECTION 2.2       PURPOSE OF THE WORKING LOAN

         The proceeds of the Working Loan shall be utilized by the Borrower to:
(i) finance the Working Capital requirements of the Borrower; and (ii) issue the
GOCI Letter of Credit.

SECTION 2.3       ADVANCES FROM THE WORKING LOAN

                  (a)      Provided that all the conditions precedent as set out
                           in Sections 11 and 12 hereunder have been met and the
                           Borrower is in compliance with all the terms and
                           conditions set out in this Agreement, then the
                           Borrower shall be entitled

                                                                               3
<PAGE>
                  from time to time as and when required to draw from this
                  Working Loan,

                                    SECTION 3
                    THE ACQUISITION LOAN AND THE BRIDGE LOAN

SECTION 3.1       PURPOSE OF THE ACQUISITION LOAN

         The proceeds of the Acquisition Loan shall be utilized by the Borrower
to finance the Acquisition and to pay existing credit facilities which the
Borrower currently has in place with other financial institutions.

SECTION 3.2       THE ACQUISITION LOAN AND POST ACQUISITION REVOLVING LOAN

                  (a)      The Bank agrees, upon the terms and conditions set
                           forth in this Agreement, to grant to the Borrower the
                           Acquisition Loan, and the Borrower agrees to accept
                           the Acquisition Loan from the Bank, in the aggregate
                           maximum amount of twenty million Dollars
                           ($20,000,000.00).

                  (b)      Upon the request of the Borrower, the Acquisition
                           Loan may, with the Bank's prior written approval,
                           such approval to be in the sole discretion of the
                           Bank, be converted into the Post Acquisition
                           Revolving Loan provided that: (i) the Borrower has
                           repaid to the Bank all amounts outstanding under the
                           Bridge Loan; and (ii) the Borrower and the Bank shall
                           have come to a written agreement as to applicable
                           terms which shall govern the Post Acquisition
                           Revolving Loan.

                  (c)      In the event that the Acquisition Loan is converted
                           to the Post Acquisition Revolving Loan, and the
                           Borrower is in compliance with all the terns and
                           conditions set out in this Agreement, then the
                           Borrower shall be entitled from time to time as and
                           when required to draw from the Post Acquisition
                           Revolving Loan. The Post Acquisition Revolving Loan
                           will be a revolving facility evidenced by a
                           promissory note (if deemed necessary by the Bank).

                                                                               4
<PAGE>
SECTION 3.3       PURPOSE OF THE BRIDGE LOAN

         The proceeds of the Bridge Loan shall be utilized by the Borrower to
finance the Acquisition.

SECTION 3.4       THE BRIDGE LOAN

         The Bank agrees, subject to the completion of the Acquisition and upon
the terms and conditions set forth in this agreement, to grant to the Borrower
the Bridge Loan, and the Borrower agrees to accept the Bridge Loan from the
Bank, in the aggregate maximum amount of seventeen million one hundred thousand
Dollars ($17,100,000.00).

SECTION 3.5       THE ACQUISITION AND BRIDGE LOANS

         The Acquisition Loan and the Bridge Loan will be payable as provided
herein, will be subject to all the relevant conditions as set out herein, and
will be secured by the Security Documents as provided in this Agreement.

SECTION 3.6       ADVANCES

         Whenever the Borrower wishes to draw down an Advance under either the
Acquisition or Bridge Loans:

                  (a)      It shall give a Drawdown Notice to the Bank in
                           relation to the relevant Loan in the form of Schedule
                           3.6(a). Each Drawdown Notice shall specify;

                           (i)      the Drawdown Date (which shall be a Business
                                    Day),

                           (ii)     the amount of the Advance or Advances, which
                                    shall be not less

                                                                               5
<PAGE>
                                    than five hundred thousand Dollars
                                    $500,000.00, and

                           (iii)    the Interest Period or Interest Periods.

                  (b)      A Drawdown Notice in relation to each of the
                           Acquisition and Bridge Loans may be given to the Bank
                           no more frequently than monthly but may relate to
                           more than one Advance.

SECTION 3.7

         The Bank shall have no obligation to make any Advance under any such
Drawdown Notice unless:

                  (a)      All documents, certificates etc. referred to in
                           Sections 11 and 12 have been. received;

                  (b)      at the time when the Drawdown Notice is received by
                           the Bank and at the time for making the Advance
                           referred to in such Drawdown Notice, the
                           representations and warranties made by Borrower in
                           this Agreement and any other documents delivered by
                           the Borrower to the Bank are true and accurate in all
                           material respects at such times respectively as if
                           repeated therein;

                  (c)      at each such time no breach of covenants or other
                           event shall have occurred which is an Event of
                           Default or which with the giving of notice or the
                           lapse of time might constitute an Event of Default;

                  (d)      the Security Documents and all transactions
                           contemplated by the Security Documents shall be in
                           form and substance satisfactory to the Bank, the
                           security intended to be conferred thereby shall be a
                           valid and enforceable

                                                                               6
<PAGE>
                  first lien, and the Bank shall have received such other
                  documents, authorizations, resolutions, consents, licenses or
                  opinions as it may reasonably request in relation to the
                  Security Documents; and

         (e)      the Bank is reasonably satisfied that no portion of the
                  Property has been, or is under threat of expropriation by any
                  government authority.

SECTION 3.8       EVIDENCE OF INDEBTEDNESS

         The Borrower acknowledges that the actual recording of any Indebtedness
in connection with the Loans and interest, fees and other amounts due from the
Borrower pursuant to the terms of this Agreement in an account of the Borrower
maintained by the Bank in respect thereof and payments made under the Loans in
accordance with the terms of this Agreement shall constitute, except for
manifest error, conclusive evidence of the Borrower's indebtedness and liability
from time to time under this Agreement in respect of the Loans; provided that
the failure of the Bank to record same in such account shall not affect the
obligation of the Borrower to pay or repay such indebtedness and liability in
accordance with this Agreement.

                                    SECTION 4
                                      FEES

         The Borrower agrees to pay to the Bank the fees specified in a fee
letter dated the same day as this Agreement addressed from the Bank to the
Borrower, such fees to be payable at the times and in the amounts specified in
such letter.

                                    SECTION 5
                                    SECURITY

         As security for:

                                                                               7
<PAGE>
         5.1      The repayment of the Loans and the payment of interest and all
                  other amounts owing by the Borrower to the Bank under this
                  Agreement or otherwise howsoever; and

         5.2      The discharge by the Borrower of its other obligations
                  hereunder and under the Security Documents.

         The Borrower shall provide, or cause to be provided, in a form and
content acceptable to the Bank, the following:

                  (a)      The Debenture, to be stamped initially in the amount
                           of twenty-two million Dollars ($22,000,000.00), and
                           which may be up-stamped in accordance with Section
                           15.23 so as to provide the Bank, in its sole
                           discretion, adequate security.

                  (b)      The collateral Charges over the Property stamped
                           collateral to the Debenture;

                  (c)      The (Guarantees;

                  (d)      The assignment of the "All Risks" insurance policy
                           and all other insurance policies of the Borrower
                           listed in Schedule 5.2(d) and required to be
                           maintained by this Agreement, to be executed by the
                           Borrower in favor of the Bank, the terms of such
                           insurance to meet the requirements more fully set out
                           in Section 15.6;

                  (e)      Pledge of Shares providing a first charge over all
                           the Shares with the necessary notation or
                           registrations made on the books or registers of the
                           appropriate companies in order to properly reflect
                           the Bank's security interest in the Shares;

                                                                               8
<PAGE>
                  (f)      Written undertakings from both Ocean Conversion
                           (Cayman) Ltd. and Waterfields Company Limited that
                           upon the occurrence of the agreed to triggering
                           events, as set out in the undertakings, the
                           respective parties shall provide to the Bank the
                           pledge of shares and guarantees in the format
                           attached to such undertakings; and

                  (g)      The Bank's standard letter of credit reimbursement
                           agreement in respect of the GOCI Letter of Credit.

                                    SECTION 6
                                    INTEREST

SECTION 6.1       INTEREST RATE

                  (a)      Working Loan - Advances under the Working Loan, other
                           than those amounts utilized for the GOIC Letter of
                           Credit, shall accrue interest at the Base Rate.
                           Advances in relation to the GOIC Letter of Credit
                           shall accrue interest at one percent (1%) per annum.

                  (b)      Acquisition Loan - Pursuant to an appropriately
                           delivered Draw down Notice, the Borrower may select
                           an Interest Period of 30, 90 or 180 days in respect
                           of the LIBO Rate subject to the definition of
                           Interest Period in Annex "A". Advances shall accrue
                           interest at a rate per annum during each Interest
                           Period, equal to the sum of the LIBO Rate then
                           applicable to the Acquisition Loan plus the
                           Applicable Margin.

                  (c)      Bridge Loan - Pursuant to an appropriately delivered
                           Draw down Notice, the Borrower may select an Interest
                           Period of 30, 90 or 180 days in respect of the LIBO
                           Rate subject to the definition of Interest Period in
                           Anwx "A". Advances shall accrue interest at a rate
                           per annum during

                                                                               9
<PAGE>
                           each Interest Period, equal to the sum of the LIB0
                           Rate then applicable to the Bridge Loan plus the
                           Applicable Margin.

                  (d)      Applicable Margin - The Applicable Margin shall be
                           determined in respect of the Acquisition Loan and the
                           Bridge Loan on the first Interest Calculation Date
                           and each annual anniversary thereafter, by
                           calculating the ratio of Debt to EBITDA based on
                           information contained in the annual audited Financial
                           Statements of the Borrower and applying such ratio
                           pursuant to the table set out below. Notwithstanding
                           the above, the parties agree that the Margin shall be
                           equal to 2.75% per annum for the purposes of
                           calculating the effective interest rate on any
                           Interest Calculation Date prior to the date that the
                           year 2002 annual audited Financial Statements of the
                           Borrower are made available to the Bank. Thereafter,
                           on each annual anniversary of the Interest
                           Calculation Date, the most recent annual audited
                           Financial Statement of the Borrower shall be utilized
                           for the purposes of calculating the Applicable
                           Margin.

<TABLE>
<S>                                                                         <C>
If the ratio of the Debt to EBITDA is less than or equal to 1.5              1.5%

If the ratio of the Debt to EBITDA is greater than 1.5 but equal to         1.75%
or less than 2.0

If the ratio of the Debt to EBITDA is greater than 2.0 but equal to            2%
or less than 2.5

If the ratio of the Debt to EBITDA is greater than 2.5 but equal to         2.25%
or less than 3.0

If the ratio of the Debt to EBITDA is greater than 3.0 but equal to          2.5%
</TABLE>

                                                                              10
<PAGE>
<TABLE>
<S>                                                                         <C>
or less than 3.5

If the ratio of the Debt to EBITDA is greater than 3.5 but equal to         2.75%
or less than 4

If the ratio of the Debt to EBITDA is greater than 4                           3%
</TABLE>

SECTION 6.2       INTEREST RATE SELECTION PROCEDURE

                  (a)      Not later than five (5) Business Days prior to an
                           Interest Period the Borrower shall request;

                           (i)      an Interest Period as permitted pursuant to
                                    Section 6.l(b) and (c), and/or

                           (ii)     the Fixed Period, when and if applicable
                                    pursuant to Section 6.3,

                  and the Bank shall thereafter notify the Borrower of the
                  interest rate applicable two (2) Business Days prior to the
                  beginning of the Interest Period.

                  (b)      If the Borrower fails to select an Interest Period in
                           accordance with Section 6.1 (b) or (c) above, it
                           shall be deemed to have selected a LIBOR Interest
                           Period of one (1) month;

                  (c)      The Interest Period selected or deemed to be selected
                           as contemplated in this Section shall be irrevocable
                           and binding on the Borrower; and

                  (d)      Other than the last Interest Period, the termination
                           of which, must coincide with the last scheduled
                           principal repayment of the Acquisition Loan, Interest
                           Periods

                                                                              11
<PAGE>
                           selected, to the extent possible, should coincide
                           with the scheduled principal repayment dates for the
                           Acquisition Loan.

SECTION 6.3       FIXED RATE FUNDING OPTION

                  (a)      Upon the request of the Borrower, and at the sole
                           discretion of the Bank, as an alternative to the LIB0
                           Rate Loans, fixed rate funding for all, or no less
                           than five million Dollars ($5,000,000.00),of the
                           Acquisition Loan for periods not exceeding sixty (60)
                           months or the last Repayment Date applicable to the
                           Acquisition Loan (whichever shall first occur) shall
                           be available, from time to time, with rates to be
                           provided on a quotation basis subject to the
                           availability to the Bank of matching deposits in
                           accordance with the following:

                           (i)      Subject to the Bank's consent, and at the
                                    verbal request of the Borrower, the Bank
                                    shall notify the Borrower verbally of the
                                    fixed rate of interest applicable to the
                                    amount of the Acquisition Loan, as specified
                                    in the Borrower's request, to which the
                                    Fixed Rate Funding Option applies; and

                           (ii)     The Fixed Rate Funding Option may then be
                                    exercised by the Borrower by delivering an
                                    irrevocable written request to the Bank at
                                    least five (5) Business Days before the last
                                    day of the then current interest Period with
                                    respect thereto, stipulating that, on the
                                    last day of such interest Period, the Fixed
                                    Rate Funding Option shall be applicable to
                                    all or no less than five million Dollars
                                    ($5,000,000.00)of the Acquisition Loan at
                                    the rate of interest specified in such
                                    written request delivered by the Borrower to
                                    the Bank and acknowledged by the Bank.

                                                                              12
<PAGE>
SECTION 6.4       POST-MATURITY RATES

         On any overdue portion of each Loan, the Borrower shall pay, but only
to the extent permitted by law, interest on such overdue amount at a rate per
annum equal to the LIB0 Rate of an Interest Period of one (1) month duration
plus the highest Applicable Margin pursuant to Section 6.l(d) plus an additional
2%.

SECTION 6.5       PAYMENT OF INTEREST

                  (a)      Interest on amounts outstanding under the Working
                           Loan shall be payable monthly in arrears on the last
                           Business Day of each month.

                  (b)      For any period that the Acquisition or Bridge Loans
                           are LIBOR funded, interest shall be paid on the last
                           day of every Interest Period unless the Interest
                           Period is in excess of ninety (90) days, in which
                           event interest will be paid at the end of each ninety
                           (90) days within such Interest Period, and shall also
                           be payable at the end of the Interest Period.

                  (c)      For any period that the Acquisition or Bridge Loans
                           are based upon a Fixed Rate or is Base Rate funded,
                           interest shall be paid every ninety (90) days in
                           arrears.

                  (d)      Each payment of interest shall be paid at the Bank's
                           offices in Cayman in immediately available funds, not
                           later than 12:00 noon Cayman time on the date each
                           payment is due or to such other location as the Bank
                           may designate in writing, acting reasonably. In the
                           event that the Bank designates an alternative place
                           of payment which results in the imposition of a tax
                           not otherwise payable but for the Bank's designation,
                           the Borrower shall not be responsible for the payment
                           of such tax.

                                                                              13
<PAGE>
SECTION 6.6       COMPUTATION OF INTEREST

         Interest shall accrue from day to day for the actual number of days
elapsed. Interest shall be calculated a) on the basis of a 360 day year, and b)
so as to include the first day but exclude the last day. All computations
(of interest shall be made by the Bank.

SECTION 6.7       USURY INTEREST

         It is the intention of the Borrower and the Bank to comply with all
applicable usury laws; accordingly, it is agreed that no provisions in this
Agreement or any of the other Security Documents shall require the payment or
permit the collection of interest in excess of the maximum rate of interest that
can be charged in Cayman from time to time on Loans of this nature. If any
interest in excess of the Maximum Rate is provided for, or shall be adjudicated
to be so provided for, then in such event, i) the provisions of this section
shall govern, ii) neither the Borrower, or Guarantors, nor their respective
heirs, legal representatives, successors or assigns nor any other Person liable
for the payment, shall he obligated to pay interest to the extent that it is in
excess of the Maximum Rate, iii) any excess interest which may have been
collected shall, at the Bank's option, be either applied as a credit against the
then unpaid principal indebtedness or refunded to the Borrower, and iv) the
effective rate of interest automatically shall be reduced to the Maximum Rate;
provided, however, if from time to time thereafter the interest rate otherwise
then in effect shall be less than the Maximum Rate then in force, the interest
rate then in effect shall he automatically increased to the Maximum Rate and
remain at the Maximum Rate until the total amount of; (a) any excess interest
theretofore credited or repaid to the Borrower (pursuant to the foregoing
provisions of this Section); and (b) any interest which would have been earned
if the interest rate had not been reduced to the Maximum Rate (as provided in
this Section) has been fully repaid or paid to the Bank.

                                    SECTION 7
                            REPAYMENT AND PREPAYMENT

                                                                              14
<PAGE>
SECTION 7.1       REPAYMENT OF THE WORKING LOAN

         Any amounts drawn under the GOCI Letter of Credit shall be repayable in
accordance with the terms contained in the Bank's standard letter of credit
reimbursement agreement. Principal, interest and all other amounts outstanding
in respect of the Working Loan (other than in connection with the GOCI Letter of
Credit), shall be paid in full upon demand.

SECTION 7.2       REPAYMENT OF THE ACQUISITION LOAN

                  (a)      The Borrower shall repay the Acquisition Loan over a
                           seven (7) year term. The seven (7) year term shall
                           commence as of the date of first draw down of the
                           Acquisition Loan. Principal payments shall be made in
                           equal installments of seven hundred and fourteen
                           thousand, two hundred and eighty-five Dollars and
                           seventy-one cents ($714,285.71), on a quarterly
                           basis, in arrears and shall be applied against such
                           Advance or Advances in the inverse order of maturity
                           if applicable, and if not applicable, as the Borrower
                           may direct in writing and in the absence of such
                           written direction, as the Bank, in its sole
                           discretion, may determine. The first principal
                           payment shall be due and payable on the three (3)
                           month anniversary of the first draw down.

                  (b)      In the event that the Acquisition Loan is converted
                           into the Post Acquisition Revolving Loan pursuant to
                           the provisions of section 3.2(b), the entire
                           principal, interest and all other amounts outstanding
                           at any given time shall he paid in full upon demand.

SECTION 7.3       REPAYMENT OF BRIDGE LOAN

         The Borrower shall repay the Bridge Loan at any time during a period of
six (6) months from the date of first draw down.

                                                                              15
<PAGE>
SECTION 7.4       PLACE OF PAYMENT

         Each installment shall be paid by the Borrower to the Bank at the
Bank's offices in Cayman, in immediately available funds, not later than 12:OO
noon Cayman time on the date each installment is due or to such other location
as the Bank may in writing designate, acting reasonably. In the event that the
Bank designates an alternative place of payment which results in the imposition
of a tax not otherwise payable but for the Bank's designation, the Borrower
shall not be responsible for the payment of such tax.

SECTION 7.5       OPTIONAL PREPAYMENTS

         The Borrower shall have the right at any time on giving not less than
five (5) Business Days written notice, to prepay all or a part of the principal
amount of the Acquisition Loan provided that:

                  (a)      In the case of a partial Prepayment, such Prepayment
                           shall be in multiples of five hundred thousand
                           Dollars ($500,000.00);

                  (b)      With respect to the Acquisition Loan, payments shall
                           be applied against such Advance or Advances ,in the
                           inverse order of maturity, if applicable, and if not
                           applicable, as the Borrower may direct in writing and
                           in the absence of such written direction as the Bank,
                           in its sole discretion, may determine;

                  (c)      During any period that the relevant Advance is LlBOR
                           funded, the Prepayment may only he made on the last
                           day of an Interest Period; and

                  (d)      All accrued interest on the amount of such
                           Prepayment is paid at the same time.

SECTION 7.6

                                                                              16
<PAGE>
         The foregoing notwithstanding, neither the requirement to provide the
Bank with at least five (5) Business Days notice nor the requirement that
Prepayments shall be in multiples of five hundred thousand Dollars ($500,000.00)
shall apply to any Prepayment resulting from the application by the Bank to the
outstanding principal of the relevant Loan of any casualty insurance proceeds or
compensation for compulsory acquisition by a Governmental Authority of any
Property.

SECTION 7.7       BUSINESS DAY

         Whenever any payment to be made hereunder shall be stated to be due, or
whenever the last day of an Interest Period would otherwise occur, on a day
other than a Business Day, such payment shall be made, and the last day of such
Interest Period shall occur, on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest, provided, however, if such extension would cause payment of
interest on or principal of loan portions to be made in the next following
calendar month, such payment shall be made on the preceding Business Day.

SECTION 7.8       INTERNATIONAL TRANSACTION - FOREIGN CURRENCY

         This Loan Agreement is an international financial transaction.
Therefore, the payment in Dollars is an essential part of this contract and the
Borrower expressly undertakes to make all payments under this contract only in
said currency, this being an essential condition for the granting of the Loans,
The Borrower also acknowledges that its obligation to make payments in Dollars
will not be affected for any reason whatsoever and that it will not claim any
excuse or justification and waives expressly any right, advantage, exception,
defence, claim, counterclaim, suit or demand to or for paying in any other
currency, or to deliver a lesser amount or suspend payments or object to the
right of the Bank to be paid in Dollars.

                                    SECTION 8
                               WITHHOLDING TAXES

                                                                              17
<PAGE>
SECTION 8.1       TAXES

                  (a)      Subject to clause 6.5(d) and 7.4, all payments to be
                           made by the Borrower to the Bank pursuant to this
                           Agreement or the Security Documents shall he made
                           free and clear of and without deduction for or on
                           account of Tax, unless such Borrower is required to
                           make such a payment subject to the deduction or
                           withholding of Tax (other than a tax imposed on the
                           net income of the Bank), and in which case the sum
                           payable by the Borrower in respect of which such
                           deduction or withholding is required to be made shall
                           be increased to the extent necessary to ensure that,
                           after the making of such deduction or withholding,
                           the Bank receives and retains (free from any
                           liability in respect of any such deduction or
                           withholding) a net sum equal to the sum which it
                           would have received and so retained had no such
                           deduction or withholding been made or required to be
                           made.

                  (b)      Without prejudice to the provisions of Section
                           8.l(a), if the Bank is required to make any payment
                           on account of Tax or otherwise (not being a Tax
                           imposed on its net income of the Bank) on or in
                           relation to any sum received or receivable hereunder
                           by the Bank (including, without limitation, any sum
                           received or receivable under this Section 8) or any
                           liability in respect of any such payment is asserted,
                           imposed, levied or assessed against the Bank, the
                           Borrower shall, upon demand of the Bank, promptly
                           indemnify the Bank against such payment or liability,
                           together with any interest, penalties and expenses
                           payable or incurred in connection therewith.

                  (c)      If the Bank intends to make a claim pursuant to
                           Section 8.l(b), then it shall; (i) notify the
                           Borrower of the event by reason of which it is
                           entitled to do so; and (ii) use commercially
                           reasonable efforts to file any

                                                                              18
<PAGE>
                           certificate or document reasonably requested by the
                           Borrower if the making of such filing would avoid the
                           need for or reduce the amount of any such indemnity
                           payment or additional amount which may thereafter
                           accrue and such filing change is not, in the
                           determination of the Bank, inconsistent with that
                           Bank's internal policies.

SECTION 8.2       TAX RECEIPTS

                  (a)      If, at any time, the Borrower is required by law to
                           make any deduction or withholding from any sum
                           payable by it hereunder (or if thereafter there is
                           any (change in the rates at which or the manner in
                           which such deductions or withholdings are
                           calculated), it shall promptly notify the Bank.

                  (b)      If the Borrower makes any payment hereunder in
                           respect of which it is required to make any deduction
                           or withholding, it shall pay the full amount
                           required to be deducted or withheld to the relevant
                           taxation or other authority within the time allowed
                           for such payment under applicable law and shall
                           deliver to the Bank, upon the Bank's request, an
                           original receipt (or a certified copy thereof) issued
                           by such authority evidencing the payment to such
                           authority of all amounts so required to be deducted
                           or withheld in respect of such payment.

                                    SECTION 9
                            CHANGES IN CIRCUMSTANCES

SECTION 9.1       INCREASED COSTS

                  (a)      If, by reason of;

                           (i)      The introduction of or any future change
                                    (including, without limitation, any change
                                    by way of imposition or increase of any

                                                                              19
<PAGE>
                                    reserve requirements) in or in the
                                    interpretation of any Cayman law or
                                    regulation, or

                           (ii)     The compliance with any future guideline or
                                    request from any central bank or other
                                    Governmental Authority (whether or not
                                    having the force of law),

                           there shall be any increase in the cost to the Bank
                           of agreeing to make or making, funding or maintaining
                           any of the Loans made to the Borrower hereunder,
                           including any increase in the cost of making
                           continuing or maintaining the Loans as LIBO Rate
                           Loans and including, without limitation, and any such
                           cost (i) results from (a) the imposition or amendment
                           of any Tax; or (b) the imposition or amendment of any
                           reserve, special deposit or similar requirement
                           against assets of, liabilities of, deposits with or
                           for the account of, or loans by the Bank, other than
                           a requirement resulting from or specifically
                           attributable to any change in the constitution or
                           financial condition of the Bank, and (ii) results in
                           an increase in cost or reduction in profit to the
                           Bank by an amount reasonably deemed material by the
                           Bank, then the Borrower shall, from time to time on
                           demand of the Bank, promptly pay it the Bank amounts
                           sufficient to indemnify the Bank against such
                           increased cost; provided, however, that the Bank is
                           then seeking reimbursement with respect to
                           substantially all other similar loans it has
                           outstanding to other borrowers of a class similar to
                           the Borrower.

                  (b)      If the Bank intends to make a claim pursuant to
                           Section 9.l(a), it shall promptly notify the Borrower
                           of the event by reason of which it is entitled to do
                           so, such notice to state, in reasonable detail, the
                           reasons therefore and the additional amount required
                           fully to compensate the Bank for such

                                                                              20
<PAGE>
                           increased cost or amount.

SECTION 9.2       ILLEGALITY

         If, at any time, it is unlawful for the Bank to make, fund or allow to
remain outstanding all or any of the Loans made by it hereunder, then the Bank
shall, promptly after becoming aware of the same, deliver to the Borrower a
certificate to that effect and the Bank shall not thereafter be obliged to make
any Advances hereunder and the amount of the Loans remaining available for
drawing shall be immediately reduced to zero.

                                   SECTION 10
                      LIBOR, FIXED RATE FUNDING PROVISIONS

SECTION 10.1      LIBO RATE LENDING UNLAWFUL

         If the Bank shall determine (which determination shall, so long as the
Bank shall then be taking the same action with respect to substantially all
other similar loans it may have outstanding to other borrowers, upon notice
thereof to the Borrower be conclusive and binding on the Borrower) that the
introduction of, or any change in, or in the interpretation of, any Cayman
Islands law makes it unlawful, or Governmental Authority asserts that it is
unlawful, for the Bank to make, continue, or maintain any Loan as, or to convert
any Loan into, a LIBO Rate Loan, the obligations of the Bank to make, continue,
maintain or convert such Loan shall, upon such determination, forthwith be
suspended until the Bank shall notify the Borrower that the circumstances
causing such suspension no longer exist, and all LIBO Rate Loans shall
automatically convert into loans on which interest shall be calculated and
accrue at the Alternative Rate or at the Substitute Basis as hereinafter
provided, which conversion shall be effective at the end of the then current
Interest Periods with respect thereto or sooner, if required by such law or
assertion.

SECTION 10.2      ALTERNATIVE INTEREST RATES

                                                                              21
<PAGE>
         If the principle London, England office of The Bank of Nova Scotia
determines that at 1 1:OO a.m. two (2) Business Days prior to an Interest
Period, no LIBO Rate is quoted for the proposed duration of such Interest Period
for an applicable Advance, then:

                  (a)      The Bank shall promptly notify the Borrower of such
                           event specifying in reasonable detail the
                           circumstances of such event;

                  (b)      the duration of that Interest Period shall be one (1)
                           month or less, such that it shall not end after the
                           Repayment Date; and

                  (c)      the rate of interest applicable to such Advance
                           during such Interest Period shall be the rate per
                           annum which is the sum of the Applicable Margin and
                           the rate per annum determined by the Bank to be the
                           arithmetic mean (rounded upwards, if not already such
                           a multiple, to the nearest whole multiple of
                           one-hundredth of one percent(100(th) of 1%) of the
                           rate or rates of the Bank which express as a
                           percentage rate per annum the Bank's lowest cost
                           alternate source of funding for commercial loans
                           comparable to such Advance during such Interest
                           Period,

         provided, however, that (b) and (c) shall not apply if the Bank and the
Borrower agree on a Substitute Basis in accordance with Section 10.3.

SECTION 10.3      SUBSTITUTE LENDING RATE

         If, (i) the event mentioned in Section 10.2 occurs, or (ii) by reason
of circumstances affecting the London Interbank Market during any period of
three (3) consecutive Business Days, no LIBO Rate is published in the London
Interbank Market, then:

                  (a)      The Bank shall promptly notify the Borrower of such
                           event specifying in

                                                                              22
<PAGE>
                           reasonable detail the circumstances of such event;

                  (b)      if the Bank or Borrower so requires, within five
                           (5)days of such notification, the Bank and the
                           Borrower shall enter into negotiations with a view to
                           agreeing a Substitute Basis, (i) for determining the
                           rates of interest from time to time applicable to the
                           affected Advances, and/or (ii) upon which the
                           Advances may be maintained thereafter and any such
                           Substitute Basis that is agreed shall take effect in
                           accordance with its terms and be binding on each
                           party hereto; and

                  (c)      if the Bank and Borrower have not reached agreement
                           on the last day of the then current Interest Period
                           applicable to the affected Advance, the Alternative
                           Rate shall thereafter apply to the affected Advance
                           until such time as the condition which resulted in
                           the change of interest rate pursuant to Section 10.2
                           no longer exists. The Bank agrees to give the
                           Borrower prompt notice as to the non-existence of
                           such condition and the Borrower shall thereafter have
                           the right to borrow at a rate fixed to the LIBO Rate.

SECTION 10.4      FUNDING LOSSES

         In the event the Bank shall incur any loss or expense (including any
loss or expense incurred by reason of the liquidation or re-employment of
deposits or other funds acquired by the Bank to make, continue or maintain any
portion of the principal amount of any Loan as, or to convert any portion of the
principal amount of any loan into, a LIBO Rate Loan) as a result of:

                  (a)      Any conversion or repayment or Prepayment of the
                           principal amount of any Fixed Rate Loans and/or LIBO
                           Rate Loans on a date other than the scheduled last
                           day of the Interest Period applicable thereto;

                                                                              23
<PAGE>
                  (b)      any Loans not being made as LIBO Rate Loans or Fixed
                           Rate Loans in accordance with the Draw down Notice
                           therefore due to the acts or omissions of the
                           Borrower;

                  (c)      any Loans not being continued as, or converted into,
                           LIBO Rate Loans or Fixed Rate Loans in accordance
                           with a Draw down Notice;

                  (d)      any payment made in reduction of principal which does
                           not coincide with a principal repayment date (other
                           than a payment made pursuant to the provisions of
                           Section 9.1); or

                  (e)      any action taken upon the occurrence of an Event of
                           Default.

         then, upon the written notice of the Bank to the Borrower, the Borrower
shall, within five (5) days of their receipt thereof, pay directly to the Bank
such amount as will (in the reasonable determination of the Bank) reimburse the
Bank for such loss or expense. Such written notice (which shall include
calculations in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Borrower

                                   SECTION 11
                              CONDITIONS PRECEDENT

         The obligations of the Bank hereunder to grant the Loans are subject to
the performance by the Borrower of all the Borrower's obligations which are to
be performed prior to disbursement of any Advance, and, where applicable, to the
condition that the Bank shall have first received all of the following, in form
and substance satisfactory to the Bank in its sole discretion, and to the extent
applicable, duly executed copies by the parties thereto:

         11.1     All the documents that are referenced in Section 5 above.

                                                                              24
<PAGE>
         11.2     A plan drawn up by a registered land surveyor, showing the
                  layout of the Property, and indicating the buildings located
                  thereon, which shall confirm to the satisfaction of the Bank
                  that all buildings and facilities to be located on the
                  Property arc located within the property lines or such other
                  evidence as is reasonably satisfactory to the Bank.

         11.3     Copies, certified to be a true, complete and up-to-date copy
                  of the following documents of the Borrower and each
                  Subsidiary.

                  (a)      Memorandum and Articles of Association;

                  (b)      Certificate of Incorporation;

                  (c)      Register of Directors and Officers;

                  (d)      Certificates of good standing;

                  (e)      Register of shareholders (other than for the
                           Borrower); and

                  (f)      Register of Mortgages or Charges.

         11.4     In respect of the Borrower, a certificate of an Authorized
                  Signatory of the Borrower under its seal (if applicable) to
                  the effect that the requisite resolutions have been duly and
                  properly passed at duly convened and constituted meetings of
                  the board of directors of the Borrower authorizing (i) the
                  execution, delivery and performance of this Agreement and each
                  of the Security Documents to which the Borrower is a party and
                  (ii) a named person or persons specified therein and whose
                  specimen signatures appear thereon to sign, on behalf of the
                  Borrower, this Agreement and each of the Security Documents to
                  which the Borrower is a party and to give any notices or

                                                                              25
<PAGE>
                  certificates required in connection herewith or therewith, and
                  confirming that such resolutions are still in effect and have
                  not been varied or rescinded; (iii) that all government fees
                  and royalties payable under relevant licenses, taxes and
                  duties relating to the Property or the business of the
                  Borrower have been paid; and (iv) that all amounts payable to
                  regulatory authorities in connection with the acquisition by
                  the Borrower of the relevant shareholdings in the Subsidiary
                  has been paid in full.

         11.5     In respect of each Guarantor a certificate of an Authorized
                  Signatory of the party (if applicable) under its seal to the
                  effect that the requisite resolutions have been duly and
                  properly passed at duly convened and constituted meetings of
                  the board of directors of each party authorizing (i) the
                  execution, delivery and performance of each of the Guarantee
                  to which it is a party and (ii) a named person or persons
                  specified therein and whose specimen signatures appear thereon
                  to sign, on behalf of each party the Guarantee to which it is
                  a party and to give any notices or certificates required in
                  connection herewith or therewith, and confirming that such
                  resolutions are still in effect and have not been varied or
                  rescinded.

         11.6     Payment of all fees as provided for in the fee letter executed
                  by the Borrower in favour of the Bank and this Agreement.

         11.7     A favourable opinion from legal counsel for the Borrower
                  confirming, inter alia:

                  (a)      The corporate status of the Borrower;

                  (b)      that the Borrower is in possession of all relevant
                           agreements, licences and permits necessary to enable
                           it to conduct its business including the production
                           and sale of water;

                                                                              26
<PAGE>
                  (c)      that this Agreement and the relevant Security
                           Documents are valid and enforceable against the
                           Borrower;

                  (d)      details of all amounts payable to regulatory
                           authorities in connection with the acquisition by the
                           Borrower of the relevant shareholdings in the
                           Subsidiaries and confirmation that all such amounts
                           have been paid in full;

                  (e)      that, subject to a favourable ruling regarding the
                           effect of the Land Holding Companies Share Transfer
                           Tax Law on the sale of the Borrower's shares listed
                           on a public stock exchange, all government fees,
                           royalties payable under the relevant licenses, taxes
                           and duties relating to the Property or the business
                           of the Borrower have been paid;

                  (f)      that all authorizations (if any), other than those
                           acquired through the payment of nominal stamp duty,
                           necessary or desirable for, or in connection with,
                           the entry into and performance of this Agreement, and
                           for any other matter or thing contemplated by this
                           Agreement, have been properly obtained and are in
                           full force and effect;

                  (g)      that, where necessary, the appropriate authorizations
                           have been obtained from the relevant Governmental
                           Authorities in order to acquire the Shares; and

                  (h)      that there is no litigation, arbitration or
                           administrative proceedings in process or presently
                           pending or threatened against the Borrower or any its
                           assets, and to the best of their knowledge, no such
                           litigation, arbitration or proceeding is threatened.

                                                                              27
<PAGE>
         11.8     A favourable opinion from legal counsel for each of the
                  Guarantors confirming, inter alia:

                  (a)      The corporate status of each Guarantor;

                  (b)      that each Guarantor is in possession of all relevant
                           agreements, licences and permits necessary to enable
                           it to conduct its business including the production
                           and sale of water; and

                  (c)      that the respective Guarantee is valid and
                           enforceable against the respective Guarantor.

         11.9     An opinion of counsel to the Bank in a form reasonably
                  acceptable to the Bank, with respect to the Bank's rights in
                  the Collateral Charges and the Debenture.

         11.10    A copy of the latest audited Financial Statements for the
                  Borrower.

         11.11    A certificate from an Authorized Officer of the Borrower
                  setting out: (i) the name of each of the Subsidiaries in
                  which the Borrower intends to acquire an ownership interest
                  utilizing the funds available pursuant to this Agreement; (ii)
                  the percentage shareholding, of each Subsidiary being
                  acquired; (iii) the total consideration being paid for the
                  percentage shareholding to be acquired in each Subsidiary; and
                  (iv) executed copies of the various agreements of purchase and
                  sale and all ancillary transaction documents thereto for each
                  of the Subsidiary.

         11.12    Copies certified by an Authorized Officer of the Borrower as
                  true and accurate of all relevant licences and permits
                  necessary to enable it to conduct its business.

         11.13    Statements from the existing lenders to the Credit Parties
                  setting out the terms of such

                                                                              28
<PAGE>
                  existing facilities, (i) the outstanding balance of such
                  facilities, (ii) the applicable interest rate, (iii) the terms
                  and conditions for repayment, (iv) the current status of such
                  facilities, and (v) the security obtained in relation to each
                  existing facilities.

         11.14    Copies of all necessary approvals and authorizations from the
                  relevant regulatory authorities for the contemplated
                  acquisition by the Borrower of various shareholdings in the
                  Subsidiary.

         11.15    Copies of all necessary approvals and authorizations from the
                  existing lenders of the various Subsidiaries for the
                  contemplated acquisition by the Borrower of various
                  shareholdings in the Subsidiaries.

         11.16    With respect to each Subsidiary, and in connection with the
                  Pledge of Shares, delivery to the Bank of such other
                  documents, including without limiting the generality of the
                  foregoing, stock transfer forms, the share certificates and
                  written acknowledgements from the Board of Directors of each
                  Subsidiary confirming that they will not permit the respective
                  Subsidiary to register the transfer to a third party of the
                  pledged Shares without the Bank's consent and as are necessary
                  to perfect the interest of the Bank in and to the Shares with
                  the priority contemplated by the Pledge of Shares agreements.

         11.17    Reference letter(s) from the existing lenders of the
                  Borrower.

         11.18    Evidence of a binding purchase and sale agreement for the
                  purchase by the Borrower of the shares of the Subsidiary for
                  which financing is currently being requested.

                                   SECTION 12
                      CONDITIONS PRECEDENT TO DISBURSEMENT

                  (a)      The obligation of the Bank to make the initial
                           disbursement or any subsequent

                                                                              29
<PAGE>
                           disbursement is subject to the additional conditions
                           precedent that:

                           (i)      The Bank shall have received all of the
                                    documents listed in Section 11 above.

                           (ii)     The Bank shall have received an irrevocable
                                    Draw down Notice not less than five (5)
                                    Business Days before the date for the making
                                    of the Advance.

                           (iii)    The proposed date for the making of the
                                    Advance is a Business Day.

                           (iv)     There has been no Material Adverse Effect
                                    with respect to the Borrower or any
                                    Subsidiary.

                           (v)      No event has occurred which is or would
                                    become (with the passage of time, the
                                    giving of notice, the making of any
                                    determination hereunder or any combination
                                    thereof) an Event of Default.

                           (vi)     Evidence, satisfactory to the Bank that, all
                                    government fees, taxes and duties applicable
                                    to each Credit Party have been paid and are
                                    current.

                           (b)    The representations and warranties set out
                                    in Section 13 of this Agreement shall remain
                                    true and accurate in all respects at the
                                    time of the relevant disbursement.

                           (viii)   The obligations of the Bank to make the
                                    initial disbursement or any subsequent
                                    disbursement under the Post Acquisition
                                    Revolving Loan is subject to the additional
                                    condition precedent that prior to any
                                    drawdown under the Post Acquisition
                                    Revolving Loan, the Bank shall have received

                                                                              30
<PAGE>
                                    evidence from the Registrar of Lands (or
                                    other appropriate Governmental Authority),
                                    satisfactory to the Bank in its sole
                                    discretion, that the Debenture is valid and
                                    sufficiently stamped to provide valid and
                                    complete security for any amounts which may
                                    become outstanding under the Post
                                    Acquisition Revolving Loan.

                                   SECTION 13

                    BORROWER'S REPRESENTATIONS AND WARRANTIES

         In order to induce the Bank to enter into this Agreement the Borrower
hereby represents and warrants to the Bank that:

SECTION 13.1      VALID EXISTENCE

         The Borrower is a corporation, organized, existing and in good standing
under the laws of Cayman.

SECTION 13.2      DUE AUTHORIZATION

         The execution, delivery and performance by the Borrower of this
Agreement and the other Security Documents is within its corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene

                  (c)      Its Memorandum or Articles of Association; or

                  (d)      any law or any contractual restriction binding on or
                           affecting it or its property.

SECTION 13.3      NO GOVERNMENT APPROVALS

                                                                              31
<PAGE>
         No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or other regulatory body is required for
the due execution, delivery and performance by the Borrower of this Agreement or
the other Security Documents other than the consents set out in this Agreement.

SECTION 13.4      BINDING OBLIGATION

         This Agreement is and the other Security Documents to which it is a
party, when delivered hereunder, will be, legal, valid and binding obligations
of it enforceable against it in accordance with its terms, subject to the effect
of bankruptcy, insolvency, winding-up, non-viability, moratorium,
reorganization, liquidation and other laws relating to or affecting the
enforcement of creditors' rights generally.

SECTION 13.5      BUSINESS PERMITS

         It has obtained from the relevant Governmental Authorities all
necessary business licences to conduct the business activities.

SECTION 13.6      ABSENCE OF DEFAULT

         No Event of Default, nor any matter which with the passage of time,
occurrence of a condition or giving of notice will become an Event of Default,
has occurred and is continuing.

SECTION 13.7      NO CONTRAVENTIONS

         No event has occurred which constitutes, or which with the giving of
notice or the lapse of time or a relevant determination, or any combination
thereof, would constitute a contravention of, or default under, any agreement or
instrument by which it or any of its assets is bound or affected, and which has,
or could be regarded as having, a Material Adverse Effect on its ability to
observe

                                                                              32
<PAGE>
or perform any of its obligations under this Agreement.

SECTION 13.8      LITIGATION

         No litigation, arbitration or administrative proceeding or claim which
might itself or together with any other such proceedings or claims have a
Material Adverse Effect on its ability to observe or perform its obligations
under this Agreement, is presently in progress or pending, or to the best of the
knowledge, information and belief of it, threatened against it, or any of its
assets.

SECTION 13.9      TAXES

         All necessary returns, if any, have been delivered by or on behalf of
it to the relevant taxation authorities and it is not in default in the payment
of any Taxes, and no claim is being asserted with respect to Taxes which has not
been disclosed to the Bank except any such Taxes which are being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with generally accepted accounting principles shall have
been set aside on its books.

SECTION 13.10     FULL DISCLOSURE

         It has fully disclosed in writing to the Bank all facts relating to it
which it knows or should reasonably how and which are material for disclosure to
the Bank in the context of this Agreement.

Section 13.11     OWNERSHIP OF PROPERTIES

         It has good and marketable title to all of its material properties and
assets, real and personal, of any nature whatsoever, free and clear of all liens
except as permitted hereby. It is the owner of good title to all of its personal
property (together with all replacements, renewals and substitutions thereof and
therefor, the "Personal Property"), free and clear of any liens (other than
liens in favour

                                                                              33
<PAGE>
of the Bank), contingent or otherwise, of any nature whatsoever.

SECTION 13.12     BANKRUPTCY

         It has not taken any action, nor has any step been taken by or against
or with reference to it for the winding-up, dissolution, bankruptcy or
re-organisation of it or for the appointment of a receiver, trustee or similar
'officer of it with respect to any or all of the assets or revenues of it.

SECTION 13.13     MATERIAL LIABILITY

         There are no current liabilities or contingent liabilities which would
have a Material Adverse Effect on the Borrower.

SECTION 13.14     ENFORCEABILITY

         To the best of the Borrower's knowledge and belief, the registration of
the Security Documents by the Bank will not violate any judgement, order decree,
or statute.

SECTION 13.15     FINANCIAL INFORMATION

         All Financial Statements, shareholders' equity, and all other financial
information of it which have been or shall hereafter be furnished by or on
behalf of the Borrower to the Bank for the purposes of or in connection with
this Agreement or any transaction contemplated hereby, have been or will be
prepared in accordance with US GAAP and do or will present fairly the financial
condition of the Borrower as at the dates thereof and the results of its
operations for the periods then ended.

SECTION 13.16     LABOUR CONTROVERSIES

                                                                              34
<PAGE>
         There are no labour controversies pending or, to the best knowledge of
the Borrower, threatened against the Borrower which, if adversely determined,
would have a Material Adverse Effect on the Borrower.

SECTION 13.17     UTILITY SERVICES

         All utility services necessary for the operation of its business are in
place and are functioning.

SECTION 13.18     PROTECTION UNDER SECURITY DOCUMENTS

         Upon the due registration of the relevant Security Documents and as
long as the obligations which are secured by such !Security Documents shall be
outstanding, the Borrower shall undertake no voluntary action which shall have
the effect of granting a security interest senior to the Bank's security
interest.

SECTION 13.19     ENVIRONMENTAL PROCEEDINGS

         To the best of the Borrower's knowledge and belief based on its
environmental due diligence, there are no conditions or circumstances associated
with its property or that of the Subsidiaries which could result in a violation
of Environmental Law at the time this representation is provided.

SECTION 13.20     MATERIAL ADVERSE EFFECT

         There has been no Material Adverse Effect in the condition of either
Credit Party since October 4,2002.

         The representations and warranties set out in this Section shall
survive the execution of this

                                                                              35
<PAGE>
Agreement and shall be deemed to be included in each Draw down Notice of the
Borrower as if set forth in full. The representations and warranties set out in
this Section shall be deemed to be repeated on each Draw down Date with
reference to the facts and circumstances then subsisting five days prior to such
date, unless the Bank is notified in the five day interim period in writing that
each or any of the representations or warranties contained in this Section 13
is not correct for the date for which the representation or warranty is being
made.

                                   SECTION 14
                          BORROWER'S NEGATIVE COVENANTS

         Borrower covenants and agrees that from the date hereof and until
payment in full of the principal of and the interest on the Loans and all other
obligations hereunder and under the other Security Documents, that it shall not,
unless the Bank otherwise consents to in writing:

         14.1     LIENS

         Incur any Indebtedness, nor incur, create, assume or suffer to exist
         any real or personal property mortgage, pledge, title retention lien,
         charge, security interest, financing statement or any other lien or
         encumbrance of any nature whatsoever, any legal, voluntary, involuntary
         or consensual liens or encumbrances, on any of its assets or
         properties now or hereafter owned, except liens in favour of the Bank.

         14.2     GUARANTEES

         Guarantee, assume, endorse or otherwise become or be responsible in any
         way for the obligations of any other Person other than those guarantees
         set out in Schedule 14.4 and provided to the Bank.

         14.3     PROPERTIES

                                                                              36

         Sell, transfer or alienate in any manner a substantial part of its
         assets or inventory. Alter, destroy, abandon, remove or use its assets
         or properties for any purpose other than that for which it is now
         proposed other than in the ordinary course of business.

         14.3     MERGER, CONSOLIDATION

         Liquidate, dissolve, merge into or consolidate with any other
         corporation or entity.

         14.4     CONDITIONAL SALES

         Incur any obligations under a purchase contract or otherwise acquire
         any property subject to any conditional sale or title retention
         agreement, unless in the ordinary course of its business.

         14.5     CORPORATE FACILITIES INVESTMENTS

         Save in the ordinary course of business, make any loans, grant any
         credit to or for the benefit of any person, including any Subsidiary,
         or otherwise voluntarily assume any liability, whether actual or
         contingent, in respect of any obligation of any other person;

         14.6     CORPORATE DISTRIBUTIONS

         Pay any dividends or make any other distribution of funds to any
         shareholder, other than from Cash Flow.

         14.7     PAYMENT OF OTHER LIABILITIES

         If there is an Event of Default under this Agreement, pay the principal
         amount on any debt that has been subordinated to the Loans.

                                                                              37
<PAGE>
         14.8     CHANGE OF BUSINESS

         Change its core line of business from that of reverse osmosis plant
         construction, design, installation and operation of potable water and
         waste water treatment facilities.

         14.9     CHANGE IN OWNERSHIP OF SUBSIDIARY COMPANIES

         Permit the sale, transfer, pledge, hypothecation or alienation of the
         Shares.

         14.10    MEMORANDUM AND ARTICLES OF ASSOCIATION

         Make any material amendment to its Memorandum or Articles of
         Association.

         14.11    INVESTMENTS

         Acquire any investments other than investments which do not contravene
         any term of this Agreement or the Security Documents.

         14.12    CAPITAL EXPENDITURE

         Make in aggregate any capital expenditure in excess of two million
         Dollars $2,000,000.00 during any Financial Year.

         14.13    SHARE RETENTION REQUIREMENTS

         Dispose of its ownership interests (or voting rights) or otherwise
         allow a change of control of any of the Subsidiaries, or grant a pledge
         or any other form of security interest over its ownership interests in
         the Subsidiaries.

                                                                              38

         14.14    INTER-COMPANY PAYABLES/RECEIVABLES

         Other than in the normal course of its business, permit any
         inter-company payables or receivables between the Borrower and any of
         its Affiliates.

                                   SECTION 15

                        BORROWER'S AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees that, from the date hereof and until
payment in full of the principal of and the interest on the Loans and the
discharge of all other obligations hereunder and under the Security Documents,
it shall, unless the Bank otherwise consents in writing:

SECTION 15.1      EXISTENCE AND BUSINESS LICENCES.

         Preserve and keep in full force and effect its corporate existence and
its qualification to do business, and its good standing with the Registrar of
Companies in Cayman.

SECTION 15.2      CONDUCT OF BUSINESS

         Continue to conduct and operate its business as substantially described
to the Bank in connection with this Agreement.

SECTION 15.3      MAINTENANCE AND DEVELOPMENT OF BANKING RELATIONSHIP

         To the extent that pricing is competitive, and the quality of service
is equal to that available at other banks, maintain all of its banking and
banking related business with the Bank or its designate, where the Bank or its
designate provides the service.

                                                                              39
<PAGE>
SECTION 15.4      LICENCES, PERMITS

         Maintain, preserve and protect at all times all licences and permits
necessary for the existence or operations of the Borrower, including all the
required licenses (including environmental), and comply in all material respects
with each and all of the terms, conditions and requirements of such licences and
permits. A list of the licenses and permits required is set out on Schedule 15.4
attached hereto.

SECTION 15.5      ASSETS AND PROPERTIES

         Preserve all of its assets and properties that are used in the conduct
of its business particularly those securing the Loans, keep the same in good
repair, working order and condition, and from time to time make or cause to be
made all needed and proper repairs, renewals, replacements, betterments and
improvements thereto to preserve and maintain their value, normal wear and tear
excepted, so that the business carried on in connection therewith may be
properly conducted at all times.

SECTION 15.6      PROPERTY AND LIABILITY INSURANCE

                  (a)      Insure all Assets (other than underground piping and
                           earthen berm reservoirs) at all times with
                           responsible, reputable insurance companies or
                           associations, to be approved by the Bank, exercising
                           reasonable discretion, in such amounts and covering;

                           (i)      loss or damage to the properties (including
                                    fire, earthquake, windstorm, flood,
                                    hurricane, and such other risks),

                           (ii)     business interruption insurance, and

                                                                              40
<PAGE>
                           (iii)    insurance against liability to Persons,

         all for such risks and hazards and in such amounts and with such
deductibles and from insurance companies as are reasonably acceptable to the
Bank.

                  (b)      All such insurance policies, except those relating to
                           liability coverage, shall provide for payment of the
                           proceeds thereof to the Bank as loss payee, and all
                           shall contain an endorsement providing that the
                           insurance shall not be cancellable except upon 30
                           days prior written notice to the insured. From time
                           to time at the request of the Bank, Borrower shall
                           deliver to the Bank an insurance certificate
                           indicating all insurance policies then in force.

                  (c)      If any of the Assets are destroyed or damaged by any
                           cause whatsoever while a Loan is outstanding, then
                           the Borrower may apply the proceeds of the insurance
                           policy covering the Assets in the following manner
                           set out in sub-sections (d) and (e) inclusive,
                           provided that;

                           (i)      all amounts due under this Agreement at the
                                    time of the damage had been paid,

                           (ii)     payment of any instalment of principal or
                                    interest is not more than three months in
                                    arrears at the time the proceeds of the
                                    insurance policy are received, and

                           (iii)    any arrears of principal or interest on the
                                    Loans are paid to the Bank within one (1)
                                    month of the receipt of the insurance
                                    proceeds.

                           In the event that any of the above conditions are not
                           complied with, the

                                                                              41
<PAGE>
                           Bank shall have the right, in its sole discretion, to
                           either apply any insurance policy proceeds received
                           to reduction or satisfaction of the amounts
                           outstanding on the Loans, or to apply such funds to
                           the restoration of all or a portion of the Assets. In
                           the event that Bank agrees to make the insurance
                           proceeds available for reconstruction and repair, if
                           any of the events referred to in items (i) to (iii)
                           have transpired, the Bank shall disburse such funds
                           in the manner set out in sub-section (e) below;

                  (d)      if the damages are less than fifty percent (50%) of
                           the replacement cost of the Assets, then all
                           proceeds of the insurance policy covering the Assets
                           shall be payable directly to the Borrower for the
                           purpose of repairing or replacing the Assets;

                  (e)      if the damages are more than fifty percent (50%) of
                           the replacement cost of the Assets, and the proceeds
                           of the insurance policy covering the Assets together
                           with any other funds of the Borrower are sufficient
                           to repair the damages incurred, then the Borrower may
                           apply the insurance proceeds for the purpose of
                           repairing or replacing the Assets, provided that the
                           Borrower shall provide to the Bank certification that
                           the repairs or replacements have been completed, and
                           all such insurance proceeds shall be delivered to and
                           held by the Bank and shall be disbursed to the
                           Borrower to facilitate repairs or reconstruction of
                           the Assets in accordance with disbursement procedures
                           satisfactory to the Bank in its reasonable
                           discretion, and any insurance proceeds remaining
                           after the completion of repairs or reconstruction
                           shall be applied by the Bank against Loan repayments
                           in inverse order of maturity;

                  (f)      In the event any damages are occasioned to the Assets
                           and only a portion of such damages are covered by the
                           insurance maintained by the

                                                                              42
<PAGE>
                           Borrower, then such insurance proceeds shall be
                           applied to the reconstruction/repair of the damaged
                           assets only in the event that the Borrower is able to
                           demonstrate, to the sole satisfaction of the Bank,
                           that the Borrower has sufficient capital (either by
                           way of additional equity or subordinated debt (the
                           terms and conditions of such subordinated debt to be
                           satisfactory to the Bank in its sole discretion))
                           when added to the insurance proceeds, to fully
                           rebuild all of the damaged Assets (both insured and
                           uninsured);

                  (g)      Application of insurance policy proceeds to reduction
                           or satisfaction of the amounts outstanding on the
                           Loans, or to restoration of all or a portion of the
                           Assets shall be without prejudice to any other right
                           or remedy of the Bank as provided in this Agreement.

                  (h)      Furnish to the Bank without separate request on the
                           annual anniversary date of the insurance policies, or
                           on request, duplicate originals of all policies or
                           contracts or certificates of insurance effected
                           pursuant to the foregoing covenants together with
                           confirmation from the relevant insurer or insurers
                           that the premiums in respect of such insurances have
                           been paid and that such insurances are in full force
                           and effect and that the Bank is recorded as loss
                           payee.

SECTION  15.7     ACCOUNTING RECORDS AND FINANCIAL STATEMENTS

         Make available upon request in Cayman the appropriate books of record
and accounts, and an accounting system which records are in conformity with
full, true and correct entries of all dealings and transactions in relation to
its business and affairs, and shall reasonably protect such books and accounts
against loss or damage.

                                                                              43
<PAGE>
SECTION 15.8      INSPECTION

         Permit the Bank, its agents or representatives to visit and inspect at
reasonable times, upon reasonable prior notice, Borrower's assets, properties,
books of record and accounts, and to discuss the same and the financial
condition of the Borrower with its officers. The Bank shall he entitled from
time to time as it deems necessary, and upon good cause, to cause the Property
or any portion thereof to be inspected at the Borrower's expense, by a firm of
consulting architects or engineers designated by the Bank.

SECTION 15.9      REPORTING REQUIREMENTS
                  MONTHLY STATEMENTS

                  (a)      Deliver to the Bank as soon as available and in any
                           event within forty-five (45) days after the end of
                           each calendar quarter, its unaudited consolidated
                           Financial Statements.

                  (b)      Provide to the Bank within twenty (20) days of the
                           end of each month, the Borrowing Base Calculation
                           stating on a consolidated basis for the Borrower and
                           each of its Affiliates: (i) the gross accounts
                           receivables; (ii) those accounts over ninety (90)
                           days outstanding; (iii) all offsets recorded; (iv)
                           inter-company accounts receivables; (v) amounts due
                           by officers and shareholders; (vi) and as soon as
                           available the value of the inventories.

SECTION 15.10     FINANCIAL YEAR

         Deliver to the Bank as soon as available and in any event within one
hundred and twenty days after the end of its Financial Year, its annual audited
Financial Statements prepared by an independent public accounting firm
satisfactory to the Bank.

                                                                              44
<PAGE>
SECTION 15.11     UTILIZATION OF PROCEEDS

         Utilize the proceed of each Loan in accordance with Section 2.2,3.1
         and 3.3

SECTION 15.12     ENVIRONMENTAL INDEMNIFICATION

                  (a)      Defend, indemnify and hold harmless the Bank and its
                           respective affiliates, and the directors, officers,
                           employees, agents, attorneys, consultants and
                           advisors of or to any of the foregoing (each of the
                           foregoing being "Indemnitee") from and against; (a)
                           all Environmental Liabilities and Costs arising from
                           or connected with the past, present or future
                           operations of the Borrower involving any of the
                           Property, or damage to real or personal property or
                           natural resources or harm or injury alleged to have
                           resulted from any Release of Contaminants on, upon or
                           into such property or any contiguous real estate; (b)
                           any costs or liabilities incurred in connection with
                           the investigation, removal, cleanup and/or
                           remediation of any Contaminant present or arising out
                           of the operations of any Loan of the Borrower; (c)
                           any costs or liabilities incurred in connection with
                           any Environmental Lien; (d) an costs or liabilities
                           incurred in connection with any other matter
                           affecting any Loan pursuant to Environmental Laws and
                           any applicable property transfer laws, whether, with
                           respect to any of the foregoing, such Indemnitee is a
                           mortgagee pursuant to any leasehold mortgage, a
                           mortgagee in possession, the successor in interest to
                           the Borrower, or the owner, lessee or operator of any
                           Loan of the Borrower by virtue of foreclosure,
                           except, with respect to any of the foregoing referred
                           to in clauses (a), (b), (c) and (d), to the extent
                           incurred following (1) enforcement by the Bank of its
                           interests under the Security Documents, or (2) the
                           Bank having become the successor in interest to the
                           Borrower, attributable solely to acts of the

                                                                              45
<PAGE>
                           Bank, (e) the making of any assignments of or
                           participations in the Loan, or (f) the use or
                           intended use of the proceeds of the Loan or in
                           connection with any investigation of any potential
                           matter covered hereby (collectively, the "Indemnified
                           Matters"); provided, that the Borrower shall not have
                           any obligation under this Section to any Indemnitee
                           with respect to any Indemnified Matter caused by or
                           resulting from the gross negligence or wilful
                           misconduct of that Indemnitee, as determined by a
                           court of competent jurisdiction in a final
                           non-appealable judgment or order.

                  (b)      The Bank agrees that in the event that any such
                           investigation, litigation or proceeding set forth in
                           sub-section a) above is asserted or threatened in
                           writing or instituted against it or any other
                           Indemnitee, or any remedial, removal or response
                           action is requested of it or any of its officers,
                           directors, agents and employees, for which any
                           Indemnitee may desire indemnity or defence hereunder,
                           such Indemnitee shall promptly notify the Borrower
                           in writing.

                  (c)      The Borrower, at the request of any Indemnitee, shall
                           have the obligation to defend against such
                           investigation, litigation or proceeding or requested
                           remedial, removal or response action. In the event
                           that such Indemnitee requests the Borrower to defend
                           against such investigation, litigation or proceeding
                           or requested remedial, removal or response action,
                           the Borrower shall promptly do so with legal counsel
                           of the Borrower's choice reasonably acceptable to the
                           Bank, and such Indemnitee shall have the right to
                           participate in such defence. If however there is a
                           conflict of interest between the Bank and the
                           Borrower, then the Bank shall be entitled, for the
                           cost of the Borrower, to appoint legal counsel of its
                           choice. No action taken by legal counsel chosen by
                           such Indemnitee in

                                                                              46
<PAGE>
                           defending against any such investigation, litigation
                           or proceeding or requested remedial, removal or
                           response action shall vitiate or in any way impair
                           the Borrower's obligation hereunder to indemnify and
                           hold harmless such Indemnitee.

                  (d)      The Borrower shall give the Bank reasonable prior
                           notice of any proposed settlement, compromise or
                           similar disposition by the Borrower of any
                           investigation, litigation or proceeding pursuant to
                           which the Borrower has an obligation to defend, and
                           take reasonable and due cognisance of any of the
                           Bank's views.

                  (e)      The obligations of the Borrower under this Section
                           15.12 shall survive the repayment of the Loan.

SECTION 15.13     THE BANK'S RIGHTS WITH RESPECT TO CONTAMINANTS

         The Borrower shall comply with all Environmental Laws and will assume
all Environmental Liabilities and Costs, except:

                  (a)      In cases where the Borrower is in a good faith
                           dispute concerning the application of the
                           Environmental Laws;

                  (b)      the Borrower is in a good faith dispute concerning
                           the liability and cost of any Environmental
                           Liabilities and Costs; and

                  (c)      where the obligations of this section pass to the
                           Bank or its successor in respect of acts or omissions
                           of the Bank occurring after the Bank acquires title
                           to the Property through foreclosure or otherwise. The
                           Borrower shall continue to be liable where the cause
                           of action arose prior to the Bank

                                                                              47
<PAGE>
                           acquiring title to the Property through foreclosure
                           or otherwise.

         Except in the instances set forth in subsections a) and b) above, in
the event that the Borrower fails to comply with all Environmental Laws, the
Bank may, after having given the Borrower five (5) days written notice to
comply, and the Borrower having failed to take appropriate action to comply, do
so, at its election, but without the obligation so to do, give such notices
and/or cause such work to be performed at the Property and/or take any and all
other actions as the Bank shall deem necessary or advisable in order to comply
with all Environmental Laws, and any amounts paid as a result thereof, together
with interest thereon at the post-maturity rate as set out in Section 6.4 hereof
from the date of payment by the Bank, shall be immediately due and payable by
the Borrower to the Bank and until paid shall be added to and become a part of
the Indebtedness secured by the Security documents.

SECTION 15.14     CONDEMNATION

                  (a)      The Borrower, immediately upon obtaining knowledge of
                           the institution of any expropriation proceedings in
                           relation to the Property or any portion thereof,
                           shall notify the Bank in writing of the pendency of
                           such proceedings. The Bank, at its election and in
                           its discretion, may participate in any such
                           proceedings and the Borrower from time to time shall
                           deliver to the Bank all instruments requested by it
                           to permit such participation. All expropriation
                           payments in relation to the Property or any portion
                           thereof, shall be paid in accordance with the
                           provisions of this Section. All expropriation
                           payments in relation to the Property, or any part of
                           the foregoing, are hereby assigned to and shall be
                           paid to the Bank. The: Borrower, upon the request by
                           the Bank, shall make, execute and deliver any and all
                           instruments requested for the purposes of confirming
                           the assignment of the aforesaid awards and
                           compensation to the Bank free and clear of any liens,
                           charges or encumbrances of any kind or nature

                                                                              48
<PAGE>
                           whatsoever. The Borrower hereby authorizes the Bank
                           to collect and receive such expropriation payments,
                           to give proper receipts and acquittances therefore
                           and in the Bank's sole discretion to apply the same
                           toward the payment of the Loans, notwithstanding the
                           fact that the Loans may not then be due and payable,
                           or to the purchase of replacement assets and
                           property.

                  (b)      In the event that the whole of the Property shall be
                           expropriated by any Governmental Authority, or if any
                           part thereof shall be so expropriated and the
                           Borrower cannot feasibly continue to operate its
                           business with the part thereof not so expropriated
                           (the foregoing being referred to as a "Complete
                           Taking"), then, any payment payable in connection
                           therewith shall be paid to the Bank and applied as
                           follows: first, to the payment of delinquency, post
                           maturity date charges, if any; second, to accrued and
                           unpaid interest; third, to the reduction of the
                           principal amount of the Loans; fourth, to any other
                           unpaid sums whether or not then owing under this
                           Agreement or the Security Documents, and any portion
                           of any payment remaining thereafter shall be paid to
                           the Borrower.

                  (c)      Notwithstanding any taking by eminent domain,
                           alteration of the grade of any street or other injury
                           to or decrease in value of the Property by any
                           Governmental Authority, the Borrower shall continue
                           to make all payments due hereunder.

SECTION 15.15     PAYMENT OF TAXES

                                                                              49
<PAGE>
         Timely file or cause to be filed any and all tax returns and reports.
Timely pay and discharge or cause to be paid and discharged any and all taxes
and assessments, and any and all governmental impositions, fees, charges or
levies (including but not limited to: any income taxes, municipal taxes, real
estate and personal property taxes, social security, unemployment, workers
compensation premiums), imposed upon it, its operations, or upon its income and
profits, or upon any of its properties, real, personal or mixed, or upon any
part thereof, or upon its payroll, by no later than the last day on which such
taxes may be paid without incurring any penalty. The Borrower shall provide the
Bank with evidence acceptable to the Bank of the aforesaid payments.
Notwithstanding this clause, the Borrower shall have no obligation to pay such
taxes as long as it shall be contesting the validity or amount of any such taxes
in good faith.

SECTION 15.16     STATUTORY COMPLIANCE

         Comply in all material respects with all applicable statutes,
regulations, judgments, decrees, resolutions and orders of, and all applicable
restrictions imposed by, any and all governmental entities or authorities,
judicial or administrative, applicable to the conduct of its business and
activities, the ownership of its property, its licences and permits.

SECTION 15.17     CONTRACTUAL COMPLIANCE

         Comply with the terms and conditions of any indentures, agreements,
contracts or other instruments to which it is a party and\or which may have a
Material Adverse Effect on its ability to make payment under this Agreement.

SECTION 15.18     THE SECURITY DOCUMENTATION

         At its own cost and expense, forthwith and without any delay execute
and deliver any certifications, statements, deeds, and other documents and
instruments requested by the Bank that

                                                                              50
<PAGE>
may be required, necessary and proper, in order to enable the Bank to record and
create as valid first liens the Security Documents.

SECTION 15.19     NOTICE OF LITIGATION

         Furnish the Bank by notice in writing immediately upon the Borrower
becoming aware:

                  (a)      of any and all material litigation, administrative or
                           arbitration proceedings before or of any court
                           (judicial or administrative), or government
                           authority, tribunal, arbitrator(s) or other body
                           affecting the Borrower or any Subsidiary or which may
                           be threatened, instituted or commenced and which is
                           or is likely to have a Material Adverse Effect on the
                           business(es), assets or financial condition of the
                           Borrower or any Subsidiary or which does or is likely
                           to have a Material Adverse Effect on the Borrower's
                           or any Subsidiary's ability to perform its
                           obligations under this Agreement;

                  (b)      of any material and adverse development which shall
                           occur in any litigation, arbitration, governmental
                           investigation or proceeding previously disclosed by
                           the Borrower or any Subsidiary to the Bank; and

                  (c)      with copies of all written demands of one hundred
                           thousand Dollars $100,000.00 or greater served upon
                           the Borrower or any Subsidiary.

SECTION 15.20     EVENT OF DEFAULT NOTICE

         Notify the Bank in writing of any Event of Default or event which with
the giving of notice, lapse of time, or other condition, would constitute an
Event of Default forthwith upon the occurrence thereof.

                                                                              51
<PAGE>
SECTION 15.21     FOREIGN CURRENCY

         If applicable, maintain in good standing the required authorizations
for and to diligently request the allocation of foreign currency for the service
of these Loans and for the fulfilment of the other obligations of the Borrower
under this Agreement.

SECTION 15.22     MAINTAIN FINANCIAL RATIOS

         (a)      The Borrower shall, prior to the full repayment of the Bridge
                  Loan, on a consolidated basis with the other Credit Parties,
                  maintain, on a quarterly basis, the following ratios:

                  (i)      A maximum ratio of the Acquisition Loan to EBITDA of
                           2.5:1.0.

                  (ii)     A Debt Service Coverage Ratio at least equal to or
                           greater than 1.25:1.00

                  (iii)    A maximum ratio of the aggregate of the Acquisition
                           Loan, Bridge Loan and any other debt owed to a third
                           party lending institution to EBITDA of 4.00:1.00.

         (b)      Upon the Borrower repaying all amounts outstanding under the
                  Bridge Loan, the financial ratios set out in section l5.22(a)
                  shall be adjusted pursuant to the mutual agreement of the Bank
                  and the Borrower. If the parties are unable to reach a mutual
                  agreement as to the adjusted ratios, the ratios as set out in
                  Section 15.22(a) shall continue to be effective.

SECTION 15.23     UP-STAMPING OF DEBENTURE

         In the event that: (i) any portion of the Bridge Loan remains
outstanding and owing to the

                                                                              52
<PAGE>
Bank upon the termination of the agreed to six (6) month term, then within three
(3) Business Days of the end of such term, the Borrower shall submit whatever
documentation or registrations are required together with whatever stamp duties
are payable in order to up-stamp the Debenture by the total amount of the Bridge
Loan outstanding at that time, and within thirty (30) days thereafter provide
the Bank with confirmation from the Registrar of Land that the Debenture has
been so up-stamped; and/or (ii) the Borrower desires to make a draw down under
the Post Acquisition Revolving Loan and Bank determines pursuant to Section
12(b) that there is a need to up-stamp the Debenture in order to be adequately
secured, the Borrower shall up-stamp the Debenture by an amount, sufficient to
the Bank, to provide adequate security.

SECTION 15.24     REMEDIAL WORK

         Ensure that, as soon as reasonably possible, Ocean Conversion (Cayman)
Ltd. completes all work and takes all steps necessary in order to ensure that
Ocean Conversion (Cayman) Ltd. is in full compliance with all Environmental
Laws.

SECTION 15.25     BAHAMAS INVESTMENT AUTHORITY

         Solely with respect to the acquisition of a controlling interest in
Waterfields Limited Company, submit an application to the relevant Bahamian
governmental authorities for the acquisition of a controlling interest, the
grant by Waterfields Company Limited of a guarantee, and a pledge by the
Borrower of such controlling interest to the Bank.

         SECTION  15.26    TERMINATION OF THE OCEAN CONVERSION (CAYMAN) LIMITED
WATER PURCHASE AGREEMENT #3

Ensure that the Water Purchase Agreement #3 between the Borrower and Ocean
Conversion (Cayman) Limited dated October 21, 1994, shall be mutually terminated
as between the respective

                                                                              53
<PAGE>
parties thereto and each party shall waive and release any claim, right or
action it may have against the other in relation thereto whether it arose prior
to the date hereof or subsequently.

                                   SECTION 16
                               GENERAL CONDITIONS

SECTION 16.1      BANKER'S REFERENCE LETTERS

         The Bank shall have received letters from the current
bankers/financiers of each of the Credit Parties, acceptable to the Bank in its
reasonable discretion, which state that based upon the relevant Credit Parties'
financial history and dealings with their current bankers/financiers, such
bankers and/or financiers consider the relevant Credit Party to be financially
sound and desirable customers in that they have not defaulted on any obligations
owed to such bankers or financiers.

SECTION 16.2      WORKING LOAN LIMITATIONS

         Notwithstanding anything to the contrary in this Agreement, the
aggregate amount outstanding under the Working Loan shall at no time be greater
than the Borrowing Base.

SECTION 16.3      AGGREGATE PURCHASE PRICE

         The aggregate purchase price of the shareholdings being acquired in the
Subsidiaries shall be equal to or less than the aggregate amount of the
Acquisition Loan and the Bridge Loan.

                                   SECTION 17
                                     DEFAULT

SECTION 17.1      EVENTS OF DEFAULT

         Any one or more of the following shall constitute an Event of Default
hereunder:

                                                                              54
<PAGE>

                  (a)      Borrower fails to pay when due any instalment of
                           either principal or interest under this Agreement;

                  (b)      Borrower fails to pay when due any other amount
                           (other than as set out in a) above) payable under
                           this Agreement, and such default continues unremedied
                           for a period of at least three (3) days after notice
                           thereof has been given to the Borrower;

                  (c)      any licence, permit or consent, obtained by the
                           Borrower shall lapse, unless the Borrower has applied
                           for the renewal of such licence, permit or consent
                           prior to its expiry and is diligently following up
                           same, and there is a reasonable expectation of the
                           grant of the renewal;

                  (d)      any material representation or statement made by the
                           Borrower or any party (other than the Bank) in
                           relation to this Agreement, any Security Document or
                           in any notice or other document, certificate or
                           statement delivered by it pursuant hereto or in
                           connection herewith is or proves to have been
                           incorrect or misleading in any material respect as of
                           the date when made, unless (a) the condition giving
                           rise to such false or incorrect representation or
                           warranty is capable of being remedied (in the
                           reasonable determination of the Bank), and the party
                           making such statement has commenced and is
                           diligently pursuing such efforts to effectuate a cure
                           within fifteen (15) days after such party first
                           learns or should have learned, after due inquiry,
                           that such representation or warranty was incorrect or
                           misleading, provided that the party in question shall
                           have an additional thirty (30) days or such
                           additional time as shall be necessary to remedy such
                           condition (in the reasonable determination of the
                           Bank) if, in the reasonable determination of the
                           Bank, such condition while curable, is not
                           susceptible of cure within the initial fifteen (15)
                           day period, or (b)

                                                                              55
<PAGE>
                           the failure of such representation or warranty could
                           not reasonably be expected to have a material adverse
                           effect on the financial condition, operations,
                           assets, business or properties of such party;

                  (e)      an event of default shall occur under a Security
                           Document and is not cured prior to the expiration of
                           any applicable grace or notice period;

                  (f)      the validity or enforceability of this Agreement or
                           any of the Security Documents shall be successfully
                           contested by any government authority, third party or
                           any agency or instrumentality thereof;

                           (g) Borrower or any Subsidiary shall become
                           insolvent, or admit in writing its inability to pay
                           its debts as they mature, or make an assignment for
                           the benefit of creditors, or Borrower or any
                           Subsidiary shall apply for or consent to the
                           appointment of any receiver, trustee, or similar
                           officer for it or for all or any substantial part of
                           its property, or such receiver, trustee or similar
                           officer shall be appointed without the application or
                           consent of Borrower or any Subsidiary and such
                           appointment shall continue undischarged for a period
                           of 60 days, or Borrower or any Subsidiary shall
                           institute (by petition, application, answer, consent
                           or otherwise) against Borrower or any Subsidiary any
                           bankruptcy, insolvency, reorganization, arrangement,
                           readjustment of debt, dissolution, liquidation or
                           similar proceeding relating to them under the laws of
                           any jurisdiction or any such proceeding shall be
                           instituted (by petition, application or otherwise)
                           against Borrower or any Subsidiary and shall remain
                           undismissed for a period of 60 days; or any judgment,
                           writ, warrant of attachment or execution or similar
                           process shall be issued or levied against material
                           assets of Borrower or any Subsidiary and such
                           judgment, writ or similar

                                                                              56
<PAGE>
                           process shall not be released, vacated or fully
                           bonded within 30 days after its issue or levy;

                  (h)      Borrower fails for a term in excess of 15 days after
                           being so requested in writing to reimburse to the
                           Bank any amounts that the latter has properly
                           incurred, expended or disbursed because of the
                           Borrower's failure to comply with any of its
                           obligations, covenants or undertakings under this
                           Agreement or under the relevant Security Documents;

                  (i)      any judgment, injunction or decree is entered or
                           issued and becomes final and beyond appeal against
                           Borrower or any Subsidiary, preventing the same from
                           continuing to operate a material part or all of its
                           business affairs in the normal course of business;

                  (j)      any execution or other legal process to secure the
                           effectiveness of a judgment is issued against
                           Borrower or any Subsidiary affecting a material
                           portion of its assets or property or preventing it
                           from operating its business in the normal course, and
                           Borrower or any Subsidiary fail, for a term in excess
                           of 60 days after being served with a copy of the
                           same, to have the same stayed, quashed, cancelled or
                           set aside;

                  (k)      if judgment, decree or order final and beyond appeal
                           is entered or issued against Borrower or any
                           Subsidiary in an amount in excess of two hundred and
                           fifty thousand Dollars $250,000.00 and remains
                           unsatisfied for a period in excess of 60 days;

                  (l)      Borrower fails to pay when due any payment for land
                           taxes or municipal charges over the Property secured
                           to the Bank, provided that the Borrower

                                                                              57
<PAGE>
                           is not contesting such taxes in good faith;

                  (m)      Borrower fails to use the proceeds of the respective
                           Loans for the purposes as set out in Section 2.2, 3.1
                           and 3.3 of this Agreement respectively;

                  (n)      the Borrower fails to maintain its Assets, and fails
                           to take reasonable steps to remedy such breach after
                           it has received 15 days written notice from the Bank
                           to do so;

                  (o)      any material provision of any Security Document after
                           delivery thereof pursuant to Section 5 shall for any
                           reason cease to be valid and binding on the Borrower
                           or Subsidiary party thereto unless the applicable
                           Borrower or Subsidiary shall within ten (10) days
                           after notice thereof by Bank execute and deliver such
                           further instruments and agreements and take such
                           further actions as shall be necessary in the Bank's
                           reasonable judgment to afford the Bank with all of
                           the rights and benefits contemplated by the terms of
                           the Security Documents notwithstanding the invalidity
                           or unenforceability of such material provision, or
                           the Borrower or any Subsidiary shall claim in writing
                           that any material provision of any Security Document
                           is invalid or enforceable as against the Borrower or
                           any Subsidiary;

                  (p)      any Security Document shall for any reason (other
                           than pursuant to the terms thereof) cease to create a
                           valid and perfected security interest in any, i)
                           material portion of the Property, or ii) item or
                           items of security described in the Security
                           Documents, the loss of which would have a Material
                           Adverse Effect on Bank's security, and in either
                           event, if any claim with priority to the security
                           interest created by the Security Documents shall be
                           upheld by any court of competent jurisdiction or

                                                                              58
<PAGE>
                           shall be consented to by the Borrower, other than the
                           existing liens on the Property and other security
                           contemplated herein;

                  (q)      Borrower or any Subsidiary shall fail to perform or
                           observe, after any applicable notice or grace period,
                           any term, covenant or condition contained in, i) this
                           Agreement, ii) in any of the Security Documents, or
                           iii) any other material agreement or instrument to
                           which Borrower or any Subsidiary is a party, and such
                           failure has a Material Adverse Effect on the
                           Borrower;

                  (r)      without the prior written consent of the Bank, the
                           Borrower ceases to carry on the business it carries
                           on at the date hereof or enters into any unrelated
                           business;

                  (s)      there is a change in the Borrower or any Subsidiary
                           which has a Material Adverse Effect; and

                  (t)      Any part of the Bridge Loan remains outstanding and
                           unpaid to the Bank at the end of the six (6) month
                           term thereof and the Debenture has not, within thirty
                           (30) Business Days from the end of such term, been
                           up-stamped by the amount of the Bridge Loan which
                           remains outstanding at that time.

SECTION 17.2      ACCELERATION

                  (a)      If any Event of Default occurs, the Bank may, at its
                           option, and without notice to the Borrower, after
                           expiration of any applicable cure period; a) declare
                           the balance owing under the Loans to be immediately
                           due and payable including any accrued interest,
                           commission, costs and any other

                                                                              59
<PAGE>
                           amounts due pursuant to the terms of this Agreement;
                           and b) declare that any undrawn portion of the Loans
                           shall be cancelled; provided, however, that in the
                           event of an actual or deemed entry or an order for
                           relief with respect to the Borrower under the
                           applicable laws of Cayman regarding bankruptcy,
                           reorganization or judicial administration, the
                           balance of the Loans, together with interest and all
                           such amounts shall automatically become and be due
                           and payable.

                  (b)      If pursuant to Sub-section (a) above the Bank
                           declares the Advances to be due and payable, then at
                           any time thereafter the Bank may select an Interest
                           Period of three months or less.

                  (c)      Thereafter the Bank may proceed to exercise all its
                           rights and recourses granted to it by the law, to
                           enforce collection by summary proceedings or
                           otherwise, to foreclose any and all warranties,
                           without being required to present any request,
                           demand, protest or notification of any kind and to
                           enforce any Guarantee at its option.

SECTION 17.3      SET OFF

                  (a)      Except to the extent such accounts are pledged,
                           assigned or hypothecated to creditors other than the
                           Bank, pursuant to written agreement given by the
                           Bank, following an Event of Default, the Bank may, at
                           its option, combine, consolidate or merge all or any
                           of the Borrower's accounts with any liabilities to
                           the Bank, and may set off or transfer any sum
                           standing to the credit of any such accounts in or
                           towards the satisfaction of any of the Borrower's
                           liabilities to the Bank under this Agreement, and may
                           do so notwithstanding that the balance on such
                           accounts and liabilities may not

                                                                              60
<PAGE>
                           be expressed in the same currency.

                  (b)      For the purposes of the foregoing accounts, monies or
                           investments held whether in trust or otherwise for or
                           on behalf of the Borrower by any branch of the Bank
                           wheresoever situated shall be treated as if such
                           accounts, monies or investments were held by the Bank
                           and the rights of the Bank under sub section (a)
                           above shall apply to such accounts, monies or
                           investments as if they were held by the Bank.

SECTION 17.4      OTHER REMEDIES

         If an Event of Default occurs, in addition to the remedies provided in
the above subsection, the Bank shall also be entitled to:

                  (a)      Any other remedies and rights provided in this
                           Agreement or any of the Security Documents; and

                  (b)      any other remedies at law or equity.

SECTION 17.5      DEFAULT INDEMNITY

         The Borrower shall indemnify the Bank against any loss or expense which
the Bank may sustain or incur as a consequence of:

                  (a)      The occurrence of any Event of Default;

                  (b)      any action taken or not taken by the Bank under
                           Section 17.2 above, included but not limited to any
                           loss incurred in liquidating or funding the Loans or
                           any part thereof, as to which the certificate of the
                           Bank shall, in

                                                                              61
<PAGE>
                           the absence of manifest error, be conclusive; and

                  (c)      such indemnity shall include all reasonable legal
                           costs and expenses (including reasonable attorneys
                           fees on a full indemnity basis) incurred by the Bank
                           in connection with any of the foregoing matters
                           including without limitation, the enforcement by the
                           Bank of all its legal rights under this Agreement.

                                   SECTION 18
                                  MISCELLANEOUS

SECTION 18.1      COSTS AND EXPENSES

                  (a)      The Borrower shall forthwith on demand of the Bank
                           and whether or not the Loans are disbursed, pay to
                           the Bank such amounts as are necessary fully to
                           reimburse the Bank for all the customary costs,
                           charges and expenses (including, without limitation,
                           external and in house legal fees and expenses),
                           communication, travel and all other out-of-pocket
                           expenses incurred in the preparation, execution,
                           administration, monitoring and enforcement of this
                           Agreement ( including the costs of a Receiver) and
                           the Security Documents.

                  (b)      In addition to the amount contemplated in sub-section
                           a) above, the Borrower shall, forthwith on demand of
                           the Bank, pay all present and future stamp and other
                           like duties (including interest and penalties, if
                           any) payable in respect of the Security Documents and
                           the registration, recording and other like
                           governmental fees, if any, to which this Agreement,
                           the Security Documents or any other document or
                           instrument issued in relation herewith may be subject
                           or give rise to.

                                                                              62
<PAGE>
                  (c)      The Borrower shall, from time to time on demand of
                           the Bank, reimburse the Bank for all expenses
                           incurred by the Bank in remedying any breach of
                           Environmental Laws, policies or guidelines which may
                           have occurred or as a result of any environmental
                           remedial action taken by the Bank on behalf of the
                           Borrower. In the event that the Borrower does not
                           provide immediate reimbursement, the Bank shall be
                           entitled to add all expenses arising pursuant hereto
                           to the principal outstanding under the Loans and all
                           amounts arising hereunder shall apply mutatis
                           mutandis to the provisions of this Agreement relating
                           to outstanding principal.

                  (d)      A certificate signed by an officer of the Bank
                           setting out the expenses in connection with this
                           section shall be deemed to be presumptive evidence of
                           such expenses.

                  (e)      The obligations of the Borrower under this Section
                           shall survive the repayment of the Loans and the
                           payment of all interest due thereon and other sums
                           payable hereunder.

SECTION 18.2      NO JOINT VENTURE

         Nothing herein contained shall constitute or be construed to be or to
create a joint venture and or a partnership between the Borrower and the Bank.
The Bank does not assume and shall not bear any business risks directly or
indirectly related to the Borrower.

SECTION 18.3      BANK'S OPTION RIGHT TO PAY OR PERFORM IN BORROWER'S STEAD

         The Borrower agrees that, upon the occurrence of an Event of Default
the Bank shall have the right without notice to the Borrower to advance all or
any part of amounts owing or to perform any or all required actions. No such
advance or performance shall be deemed to have cured such

                                                                              63
<PAGE>
default by the Borrower or any Event of Default with respect thereto. All sums
advanced and all expenses incurred by the Bank in connection with such advances
or actions, and all other sums advanced or expenses incurred by the Bank
hereunder or under applicable law (whether required or optional and whether
indemnified hereunder or not) shall bear interest at the post-maturity rate as .
set out in Section 6.4 hereof, be reimbursed by Borrower, and shall be secured
by the Charge and Debenture. The Borrower hereby appoints the Bank its true and
lawful attorney-in-fact to make the payments and effect the performance
contemplated by the aforesaid provisions of this Section in the name and on
behalf of the Borrower. This power, being coupled with an interest, shall be
irrevocable so long as any amounts shall remain unpaid.

SECTION 18.4      ASSIGNMENT, PARTICIPATION BY THE BANK

         The Bank may, at no cost to the Borrower, assign to one or more banks
or other Persons, or may grant participations to one or more banks or other
Persons in or to all or any part of the Loans and the Bank's rights and
obligations under the Security Documents.

SECTION 18.5      PUBLICITY

                  The Bank shall, upon obtaining the prior written consent of
the Borrower, such consent not to be unreasonably withheld or delayed, have the
right to publicize that it has granted financing to the Borrower.

SECTION 18.6      SEVERABILITY

         Any provision of this Agreement that is held to be inoperative,
unenforceable or invalid in whole or in part as to any party or in any
jurisdiction shall, as to that party or jurisdiction, be inoperative,
unenforceable or invalid to such extent without affecting the remaining
provisions or the operation, enforceability or validity of that provision as to
the other party or in any other

                                                                              64
<PAGE>
jurisdiction and to this end, the provisions of this Agreement are declared to
be severable.

SECTION 18.7      NO WAIVER, CUMULATIVE REMEDIES

                  (a)      No failure or delay by the Bank in exercising any
                           right, remedy, power or privilege under this
                           Agreement or any of the other Security Documents
                           shall operate as a waiver thereof. The partial or
                           single exercise of any right, remedy, power or
                           privilege under this Agreement or any of the other
                           Security Documents shall not operate as a waiver or
                           as an estoppel regarding any rights under the same.
                           All rights and remedies provided in this Agreement
                           and the other Security Documents are cumulative and
                           may be exercised contemporaneously or successively,
                           and are in addition and not exclusive of any other
                           rights and remedies provided by law.

                  (b)      Any waiver by either party of a breach of any part of
                           this Agreement caused by the other party will not
                           operate as or be interpreted as a waiver of any other
                           breach. The failure of a party to insist on strict
                           adherence to any term of the Agreement on one or more
                           occasions is not to be considered to be a waiver of
                           any of its rights under this Agreement or to deprive
                           that party of the right to insist upon strict
                           adherence to that term or any other term in the
                           future. No waiver shall be of any effect unless it is
                           in writing and authenticated by the waiving party.

SECTION 18.8      SURVIVAL

         All representations and warranties made by the Borrower in this
Agreement and the other Security Documents, its covenants and undertakings
therein, shall survive the execution of the same and the disbursements of the
Loans, and shall continue in full force and effect until the Loans are

                                                                              65
<PAGE>
paid in full, all for a period exceeding such payment in the cases so
established in this Agreement.

SECTION 18.9      JUDGMENT CURRENCY

         If for the purpose of obtaining judgment in any court or for any other
purpose hereunder it is necessary to convert an amount due hereunder in the
currency in which it is due (the "Original Currency") into another currency (the
"Judgement Currency"), the rate of exchange applied shall be that at which, in
accordance with normal banking procedures, the Bank could purchase, in the New
York foreign exchange market, at the Bank's option, the Original Currency with
the Judgement Currency on the date two Business Days preceding that on which
judgment is given. The Borrower agrees that its obligation in respect of any
Original Currency due from it to the Bank shall, notwithstanding any judgment of
payment in such other currency, be discharged only to the extent that, on the
Business Day following receipt of any sum so paid or adjudged to be due
hereunder in the Judgement Currency, the Bank may, in accordance with normal
banking procedures, purchase, in the New York foreign exchange markets, the
Original Currency with the amount of the Judgement Currency so paid or so
adjudged to be due; and, if the amount of the Original Currency so purchased is
less than the amount originally due in the Original Currency, the Borrower
agrees as a separate obligation and notwithstanding any such payment or judgment
to indemnify the Bank against such loss.

SECTION 18.10     NOTICES

         All notices, requests, consents, demands, directions, agreements or
other instruments or communications between the Bank and the Borrower required
to be given hereunder shall be in writing and shall be; (a) sent by private
courier service, next day delivery, or by telefax, or other similar form of
rapid transmission, confirmed by sending (by private courier service, next day
delivery) written confirmation; or (b) personally delivered to the receiving
party or, if not an individual, to an officer or general partner of the
receiving party. All such communications shall

                                                                              66
<PAGE>
be sent or delivered addressed as follows:

         If to the Borrower:
         Consolidated Water Co. Ltd.
         P.O.Box 1114 GT
         Trafalgar House
         Grand Cayman, Cayman Islands.

         Attn: Mr. Jeffrey Parker
         Telephone No: 345-945-4277
         Fax No:       345-949-2957

         If to the Bank:

         Scotiabank (Cayman Islands) Ltd.
         Scotia Centre,
         Cardinal Avenue,
         P.O.Box 689,
         Grand Cayman.

         Attn: Commercial Banking Manager

         Telephone: 345-949-7666
         Fax #     345- 949-5130

         Any party hereto may, by notice given hereunder, designate any further
or different addresses to which subsequent notices, requests or other
communications shall be sent. All such notices and other communications shall be
effective when received.

SECTION 18.11 APPLICABLE LAW & JURISDICTION

                  (a)      This Agreement and all other Security Documents shall
                           be construed and enforced in accordance with, and
                           governed by, the laws of Cayman.

                                                                              67
<PAGE>
                  (b)      The parties hereto irrevocably submit to the
                           jurisdiction of the courts of Cayman.

                  (c)      The submission to the jurisdiction of the courts of
                           Cayman shall not (and shall not be construed so as
                           to) limit the right of the Bank to take proceedings
                           against the Borrower in any other court of competent
                           jurisdiction, nor shall the taking of proceedings in
                           any one or more jurisdictions preclude the taking of
                           proceedings in any other jurisdiction, whether
                           concurrently or not.

SECTION 18.12     EXECUTION IN COUNTERPARTS

         This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Agreement.

SECTION 18.13     INTERPRETATION

                  (a)      This Agreement and each of the other Security
                           Documents supplement each other.

                  (b)      In this Agreement, the singular includes the plural
                           and vice versa, and references to any gender include
                           any other gender.

                  (c)      The clause headings and the titles of the paragraphs
                           and sections of this Agreement and other Security
                           Documents are inserted for convenience only and shall
                           be ignored in construing this Agreement. References
                           to

                                                                              68
<PAGE>
                           sections are references to sections in this
                           Agreement.

SECTION 18.14     THE BANK'S DISCRETION

                  (a)      Except as otherwise indicated, whenever the Bank's
                           judgment, consent or approval is required hereunder
                           for any matter, or the Bank shall have an option or
                           election hereunder, such judgment, the decision as to
                           whether or not to consider or approve the same or the
                           exercise of such option or election shall be in the
                           sole discretion of the Bank, acting reasonably.

                  (b)      Notwithstanding anything contained in any of the
                           Security Documents to the contrary, in the event that
                           the Bank i) fails or refuses to grant consent or
                           approval when required hereunder or under any other
                           Security Document for any matter or ii) acts
                           unreasonably or unreasonably withholds or delays
                           acting in any circumstance where by law or under this
                           Agreement or the other Security Documents it has an
                           obligation to act reasonably or promptly, the parties
                           agree that the damages which might arise as a result
                           of any such actions are incapable of accurate
                           determination, and accordingly agree that the
                           remedies of specific performance and injunctive
                           relief are and should be the sole remedies of the
                           Borrower against the Bank with respect to such
                           actions, and the Borrower hereby irrevocably and
                           unconditionally waives all claims for damages with
                           respect thereto, provided however the aforegoing
                           shall not apply if the Bank has acted with gross
                           negligence or wilful misconduct.

SECTION 18.15 MODIFICATION, AMENDMENT

         The Agreement and the other Security Documents may not be modified,
altered nor amended

                                                                              69
<PAGE>
in any manner whatsoever, except by another written agreement executed by the
parties with the same solemnities as the document being modified, altered or
amended.

SECTION 18.16     ENTIRE AGREEMENT

         The Agreement and the other Security Documents contain all of the
representations and warranties, undertakings, covenants and agreements between
the parties. All prior negotiations, understandings, undertakings, covenants,
representations and agreements, whether oral or written, in connection with the
Loans are merged herein.

SECTION 18.17     JUDGMENT ON A COVENANT

         The taking of a judgment or judgments on any covenant or covenants
herein contained shall not operate as a merger of the said covenant or covenants
or affect the Bank's right to interest at the rate and times herein set forth.

                 REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK

                                                                              70
<PAGE>
SIGNED, SEALED, AND DELIVERED

CONSOLIDATED WATER CO. LTD

By: /s/ Jeffrey M. Parker
    ------------------------
Authorized Signatory

SCOTIABANK (CAYMAN ISLANDS) LTD.

By: /s/ Alan Brody
    ------------------------

Authorized Signatory

                                                                              71
<PAGE>
                                     ANNEX A
                                  DEFINITIONS

         "ACQUISITION" means the acquisition by the Borrower of the Shares.

         "ACQUISITION LOAN" shall have the meaning ascribed to it in Section
         3.2(a) of this Agreement and includes where the context requires the
         Post Acquisition Revolving Loan.

         "ADVANCE" means, the principal amount of each borrowing from the Bank
         by the Borrower.

         "AFFILIATE" means, with respect to any Person, (a) any other Person
         that is directly or indirectly controlled by, under common control with
         or controls such Person, (b) any other Person owning beneficially or
         controlling more than twenty percent (20%) of the Voting Stock of such
         Person, or (c) any officer, director or partner of such Person. As used
         herein, the term "control" is defined hereunder.

         "AGREEMENT" means, the Loan Agreement dated February 7th, 2003 between
         Consolidated Water Co. Ltd. and Scotiabank (Cayman Islands) Ltd.

         "ALTERNATIVE RATE" shall have the meaning ascribed to it in Section
         10.2(c) of the Agreement.

         "APPLICABLE MARGIN" shall have the meaning set out in Section 6.l(d).

         "ASSETS" means, in respect of the Borrower and each of the
         Subsidiaries, their respective moveable assets, equipment, machinery,
         and structures.

         "AUTHORIZED SIGNATORY" means, at any time, in relation to any party and
         any communication to be made or any document to be executed or
         certified by it, any person or persons who is or are at such time duly
         authorized by or pursuant to board resolutions, equivalent corporate or
         other action or in such other manner as may be acceptable to the party
         receiving such communication to make such communication or to execute
         or certify such document on behalf of such party.

         "BANK" means Scotiabank (Cayman Islands) Ltd. as more fully described
         at the beginning of this Agreement.

         "BASE RATE" means, the variable per annum reference rate of interest
         (as announced and adjusted by Scotiabank (Cayman Islands) Ltd. from
         time to time in Grand Cayman, Cayman Islands) for United States dollar
         loans used as a reference by borrowers in their day to day operations,
         or by third parties, and which rate the Borrower and the Bank select
         for the purposes of the Working Loan. The Borrower hereby acknowledges
         that such rate is objectively determined and publicly known. Base Rate
         is subject to periodic changes and each change in Base Rate will
         simultaneously cause a change, effective at the
<PAGE>
                                      -2-

         beginning of that day, in the rate of interest charged to Borrower for
         Advances under the Working Loan for which interest is being charged
         based upon the Base Rate.

         "BINDING SALE AGREEMENTS" means, various agreements of purchase and
         sale in respect of the Shares of each of the Subsidiaries copies of
         which have been supplied to the Bank, and which are fully executed and
         represent legally binding obligations upon the Borrower, as purchaser,
         and each respective vendor to close the transaction.

         "BORROWER" means Consolidated Water Co. Ltd., as more fully described
         at the beginning of this Agreement.

         "BORROWING BASE" means, the aggregate of, (i) seventy-five percent
         (75%) of the consolidated good quality accounts receivable excluding,
         (a) accounts receivable greater than ninety (90) days after the date of
         the invoice, (b) offsets, (c) accounts receivable which are in default,
         and (d) accounts receivable between the Borrower and any Affiliate,
         shareholder of the Borrower or any Affiliate or any officer of Borrower
         or Affiliate plus fifty percent (50%) of the Borrower's consolidated
         net inventory, less security interests or charges held by other parties
         and specific payables which have or may have priority interest over the
         Bank's security.

         "BRIDGE LOAN" shall have the meaning ascribed to it in Section 3.2 of
         this Agreement.

         "BUSINESS DAY" means;

         (a)      as to LIBOR funded portions of the Loan, a day on which
                  dealings are carried on in the London interbank market and
                  banks are open for business in London, New York, Toronto and
                  Cayman; and

         (b)      as to Fixed and Base Rate funded portions of the Loan, a day
                  on which banks are open for business in New York, Toronto and
                  Cayman.

         "CASH FLOW" means, the consolidated net income (that is, the aggregate
         of all amounts which would be included as net income on the annual
         audited Financial Statements of the Borrower on a consolidated basis)
         of the Borrower for a Financial Year, plus non-cash charges, less
         capital expenditure and all debt repayment for such Financial Year.

         "CAYMAN" means, The Cayman Islands.

         "COLLATERAL CHARGE" means, a charge, in prescribed form, of the
         Property pursuant to the Registered Land Law.

         "CONTAMINANT" means, any waste, pollutant, hazardous substance, toxic
         substance, hazardous waste and any substance regulated or forming the
         basis of
<PAGE>
                                       -3-

         liability under any Environmental Law, including, without limitation,
         any special waste, petroleum or petroleum-derived substance or waste,
         or any constituent of such substance or waste.

         "CONTROL" means, possession by the Borrower, directly or indirectly, of
         the power to direct or cause the direction of the management and
         policies of a Person, whether through the ownership of partnership
         interests or voting securities, by contract or otherwise.

         "CREDIT PARTY" means, any one of the Borrower or the Guarantors.

         "DEBENTURE" means, the substituted first ranking Debenture, stamped
         initially to secure an amount of $22 million bearing even date herewith
         as executed by the Borrower in a format acceptable to the Bank.

         "DEBT" means, the aggregate outstanding and unpaid Indebtedness of the
         relevant Credit Party (taking into consideration any requested
         Advance).

         "DEBT SERVICE COVERAGE RATIO" means, for any period, EBITDA divided by
         the current portion of long term debt plus short term bank debt plus
         interest on these items.

         "DOLLARS"and "$" each means, lawful currency of the United States of
         America. (All currency figures referred to in this Agreement are in
         lawful currency of the United States of America unless set out to the
         contrary).

         "DRAW DOWN DATE" means, any date upon which an Advance is made by the
         Bank to the Borrower pursuant to the terms of this Agreement.

         "DRAW DOWN NOTICE" means, any valid and effective notice received by
         the Bank from the Borrower with respect to the draw down of an Advance,
         substantially in the form set out in Schedule 2.

         "EBITDA" means, for any Financial Year, the Net Income of the Borrower
         for such period plus; (a) to the extent deducted in determining such
         Net Income for such period, the aggregate amount of, (i) interest
         expense (excluding amortization of debt expense incurred in connection
         with the Loans hereunder), (ii) Taxes, (iii) depreciation, (iv)
         amortization and other similar non-cash charges, and (v) any
         extraordinary or other non-recurring non-cash loss minus; (b) any
         extraordinary or other non-recurring gain, confirmed by the
         consolidated Financial Statements of the Borrower.

         "ENVIRONMENTAL LAW" means, all laws, statutes, ordinances and
         regulations, now or hereafter in effect in Cayman and any other
         jurisdiction in which a Subsidiary carries on business, and in each
         case as amended or supplemented from time to time, and any judicial or
         administrative interpretation thereof, including, without limitation,
         any judicial or administrative order, consent decree or judgment,
         relating to the regulation and protection of human health, safety, the
         environment
<PAGE>
                                       -4-

         and natural resources (including, without limitation, ambient air,
         surface water, groundwater, wetlands, land surface or subsurface
         strata, wildlife, aquatic species and vegetation).

         "ENVIRONMENTAL LIABILITIES AND COSTS" means, all liabilities,
         obligations, responsibilities, Remedial Actions, losses, damages,
         punitive damages, consequential damages, , costs and expenses
         (including, without limitation, all reasonable fees, disbursements and
         expenses of counsel, experts and consultants and costs of investigation
         and feasibility studies), fines, penalties, sanctions and interest
         incurred as a result of any claim or demand, whether based in contract,
         tort, implied or express warranty, strict liability, criminal or civil
         statute, including, without limitation, any thereof arising under any
         Environmental Law, Permit, order or agreement with any governmental
         authority or other Person, which relate to any environmental, health or
         safety condition, or a Release or threatened Release, and result from
         the past, present or future operations of the Property.

         "ENVIRONMENTAL LIEN" means, any lien in favour of any governmental
         authority for Environmental Liabilities and Costs.

         "EVENT OF DEFAULT" means, any one or more of the events or
         circumstances specified in Section 17.1.

         "FINANCIAL STATEMENTS" means, a balance sheet and statement of profit
         and loss account and statement of cash flow, including all notes
         thereto and in the case of audited Financial Statements, the auditor's
         report and the chairman's or director's report(s), if any, prepared in
         accordance with GAAP; and a monthly balance sheet and profit and loss
         statement in a form as reasonably agreed to by the Bank.

         "FINANCIAL YEAR" means, the accounting period of the Borrower
         commencing each year on 1st January and ending on 31st December or such
         other accounting period of the Borrower, as the Borrower may from time
         to time designate as its accounting year with the Bank's prior written
         approval.

         "FIXED RATE" means, the rate of interest per annum, quoted, by the
         Bank, when available, and at the Bank's sole discretion, for a fixed
         period of time, and accepted by the Borrower.

         "FIXED RATE FUNDING OPTION" shall have the meaning ascribed to it in
         Section 6.3 of the Agreement.

         "GAAP" means, generally accepted accounting principles of the United
         States of America in effect from time to time, applied on a consistent
         basis as to classification of items and accounts.

         "GOCI LETTER OF CREDIT" means the standby letter of credit or letter of
         guarantee issued by the Bank at the request of the Borrower, for a term
         of no greater than six (6) months from the date of issue, in a format
         acceptable to the Bank in its
<PAGE>
                                       -5-

         reasonable discretion, and the issuance of which shall constitute an
         advance under the Working Loan.

         "GOVERNMENTAL AUTHORITY" means, any department, commission, statutory
         board, bureau or instrumentality of the government of Cayman or any
         governmental or quasi-governmental authority, now existing or hereafter
         created, having jurisdiction over the Property, the Borrower or the
         Bank;

         "GUARANTEE(S)" means, the various corporate guarantees to be provided
         by the Guarantors to the Bank.

         "GUARANTORS" means, DesalCo (Barbados) Ltd., and DesalCo Limited.

         "INDEBTEDNESS" means, for any Person, all obligations of such Person
         for borrowed money, whether present or future, actual or contingent, or
         for the repayment of which such Person, either directly or indirectly,
         is obliged or otherwise responsible (including without limitation any
         such obligations evidenced by bonds, debentures, notes or other similar
         instruments but excluding any obligation to pay trade credit in the
         normal course of business).

         "INTEREST CALCULATION DATE" shall have the meaning ascribed to it
         Section 6.2(a) of the Agreement.

         "INTEREST PERIOD" means, the period beginning on (and including) the
         date on which an Advance pursuant to the Term or Bridge Loan is made or
         remains outstanding pursuant to Section 6.1 and shall end on (but
         exclude) the day which numerically corresponds to such date one, three,
         six or twelve months thereafter (or, if such month has no numerically
         corresponding day, on the last Business Day of such month), as the
         Borrower may select in its relevant notice pursuant to Section 6.1b)
         and c); provided, however, that:-

         (a)      the Borrower shall not be permitted to select Interest Periods
                  to be in effect at any one time which have expiration dates
                  occurring on more than four (4) different dates;

         (b)      if such Interest Period would otherwise end on a day which is
                  not a Business Day, such Interest Period shall end on the next
                  following Business Day (unless such next following Business
                  Day is the first Business Day of a calendar month, in which
                  case such Interest Period shall end on the Business Day next
                  preceding such numerically corresponding day);

         (c)      no Interest Period may end later than the last day for the
                  repayment of the final instalment of principal; and
<PAGE>
                                       -6-

         (d)      if the Borrower fails to give such notice of its selection in
                  relation to an Interest Period, the duration of that Interest
                  Period shall be one (1) month.

         "LIBOR" means, for any Interest Period, the rate of interest per annum
         at which deposits of equal or like amounts in Dollars for delivery on
         the first day of such Interest Period and for the durations thereof,
         appear on the relevant page of the Telerate screen (Page 3750) at or
         about 11:00 A.M. (London time) two (2) Business Days before the first
         day of an Interest Period.

         "LIBO RATE" means, the sum of LIBOR for any relevant Interest Period
         plus the applicable margin.

         "LIBO RATE LOAN" means, a facility bearing interest, at all times
         during an Interest Period applicable to such facility, at a fixed rate
         of interest determined by reference to the LIBO Rate;

         "LOANS" collectively means, each of the Working Loan, the Acquisition
         and Post Acquisition Revolving Loan and the Bridge Loan, and the
         principal amount outstanding, and accrued interest payable, from time
         to time, thereunder.

         "MATERIAL ADVERSE EFFECT", with respect to a Person, means, an effect,
         resulting from any occurrence of whatever nature (including any adverse
         determination in any litigation, arbitration or governmental
         investigation or proceeding), materially adverse to the financial
         condition, business operations, assets or revenues, when taken as a
         whole, of such Person.

         "MAXIMUM RATE" shall have the meaning ascribed to it in Section 6.7 of
         the Agreement.

         "NET INCOME" means, for any period, the aggregate of all amounts which,
         in accordance with generally accepted accounting principles of the
         United States of America, would be included as net income on the annual
         audited Financial Statements of the Borrower.

         "PERMIT" means any permit, approval, authorization, license, variance
         or permission required from a governmental authority under an
         applicable Requirement of Law.

         "PERSON" means an individual, partnership, corporation (including,
         without limitation, a business trust), joint stock company, trust,
         unincorporated association, joint venture or other entity, or a
         governmental authority.

         "POST ACQUISITION REVOLVING LOAN" shall have the meaning ascribed to it
         in Section 3.2(b) of this Agreement.

         "PREPAYMENT" means, a non-scheduled repayment of all or any portion of
         the principal amount of the Loan.
<PAGE>
                                       -7-

         "PROPERTY" is defined in recital A) of the Agreement, and includes all
         improvements on and under the land, together with all rights,
         easements, rights of way and other appurtenances.

         "RELEASE" any release, spill, emission, leaking, pumping, injection,
         deposit, disposal, discharge, dispersal, leaching or migration into the
         indoor or outdoor environment or into or out of the Properties,
         including, without limitation, the movement of Contaminants through or
         in the air, soil, surface water, ground water or property, except that
         which is legally permissible.

         "REMEDIAL ACTION" means, all actions required or voluntarily undertaken
         to; a) clean up, remove, treat or in any other way address Contaminants
         in the indoor or outdoor environment; b) prevent the Release or threat
         of Release or minimize the further Release of Contaminants so they do
         not migrate or endanger or threaten to endanger public health or
         welfare or the indoor or outdoor environment; or c) perform
         pre-remedial studies and investigations and post-remedial monitoring
         and care.

         "REPAYMENT DATE" means, the date upon which the final payment or
         instalment is due and payable in respect of the relevant Loan.

         "REQUIREMENT OF LAW" means, as to any Person, all laws, rules and
         regulations, including, without limitation, Environmental Laws, and all
         orders, judgments, decrees or other determinations of any Governmental
         Authority or arbitrator, applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

         "SECURITY DOCUMENTS" means, all those documents as set out in Section 5
         of this Agreement, and any amendments, waivers or substitutions thereof
         and any document agreed between the Borrower and the Bank to be a
         Security Document.

         "SHARES" means, the shares, partnership interests or any other form or
         instrument of ownership of each of the various Subsidiaries acquired by
         the Borrower.

         "SUBSIDIARIES" means, the Guarantors, Ocean Conversion (Cayman) Ltd.,
         Ocean Conversion (BVI) Limited, Waterfields Company Limited, or any
         other company in which the Borrower acquires an interest using the
         funds provided pursuant to this Agreement; provided that each such
         company shall only be considered a Subsidiary once the Borrower has
         completed the purchase of the shares of such company.

         "SUBSIDIARY LOAN" means any loan or financing provided by the Bank to a
         Subsidiary.

         "SUBSTITUTE BASIS" shall have the meaning ascribed to it in Section
         10.3(b) of the Agreement.
<PAGE>
                                       -8-

         "TAX" or "TAXES" means any and all income, withholding or other taxes,
         or other governmental levies, imposts, deductions, charges, compulsory
         loans and withholdings whatsoever together with interest thereon and
         penalties thereto, if any.

         "WORKING CAPITAL" means, the difference in value between the current
         assets and current liabilities of the Borrower, as defined by GAAP.

         "WORKING LOAN" shall have the meaning ascribed to it in Section 2.1 of
         this Agreement.
<PAGE>
                       SCHEDULE "A" TO THE LOAN AGREEMENT

                        LEGAL DESCRIPTION OF THE PROPERTY

Parcels 8 and 469 in Block 9A of the West Bay North East Registration Section of
Grand Cayman, parcels 8 and 40 in Block 11D of the West Bay Beach North
Registration Section of Grand Cayman.

Leasehold interest in parcel 79 REM 1/2 in Block 12D of the West Bay Beach
South Registration Section of Grand Cayman.

                                                                              72
<PAGE>
                     SCHEDULE"3.6(a)"TO THE LOAN AGREEMENT
                                DRAWDOWN NOTICE

Commercial Banking Manager
Scotiabank (Cayman Islands) Ltd.
Scotia Centre P.O. Box 699,
Cardinal Avenue George Town,
Grand Cayman Cayman Islands

Re: Drawdown Notice

Pursuant to Section 3.6 of the Loan Agreement (the "Loan Agreement") dated
           , 2003 between CONSOLIDATED WATER CO. LTD., a company incorporated
under the laws of The Cayman Islands (the "Borrower") and Scotiabank (Cayman
Islands) Ltd. (the "Bank"), the Borrower hereby irrevocably requests an Advance
as follows:

         a)       from the ACQUISITION LOAN of the sum of US$20,000,000.00
                  (twenty million) on the_____day of______.

         b)       from the BRIDGE LOAN of the sum of US$___________ on
                  the_______day of________.

All capitalized terms not elsewhere defined in this Drawdown Notice shall have
the respective meaning ascribed to such terms in the Loan Agreement. The
Borrower requests that the Advance be made as a LIBO Rate Loan having an
interest period of_______________ months.

The Borrower hereby confirms that (a) all conditions to the above requested
Advance, as set forth in the Loan Agreement have been satisfied or waived, and
(b) all of the documentation delivered to the Lender on behalf of the Borrower
in compliance with the conditions precedent to an Advance are true and correct
originals or copies (as the case may be).

Further, the Borrower hereby acknowledges that, pursuant to Section 13 of the
Loan Agreement, the delivery of this Drawdown Notice constitutes a
representation and warranty by the Borrower that, on the date of such Advance,
and before and after giving effect thereto and to the application of the
proceeds therefrom all statements set forth in Section 13 are true and correct
in all material respects.

The undersigned certifies that they are an Authorized Signatory of the Borrower
and in such capacity is authorized to execute and deliver this Drawdown Notice
on behalf of the Borrower.

The Advance shall be paid as follows:

         1. US$                to [details of payment to Vendors to be set out];
<PAGE>
         2. US$[insert amount] to the Bank in payment of the fees due to the
            Bank;

         3. US$ [insert agreed amount] to the Bank in payment of the legal fees
            for the work attended to with respect to this loan transaction,
            including stamp taxes and disbursements.

                                                CONSOLIDATED WATER CO. LTD.

                                                Per:____________________________
                                                Authorized Signatory
<PAGE>
                     SCHEDULE "5.2(d)" TO THE LOAN AGREEMENT

The following list comprises insurance policies required by Section 15.6:

<TABLE>
<CAPTION>
Type of Insurance       Name of Insurance       Maximum Insurable       Details
Policy                  Company                 Benefits
<S>                     <C>                     <C>                     <C>
Public and Products     Royal and Sun           CI$1,000,000.00         Coverage in the
Liability               Alliance Insurance                              Cayman Islands and
Policy No.              (Bahamas)Limited                                the Bahamas only.
APL 099907863                                                           Deductible of
                                                                        CI$1,000.00 per loss.

Loss of Profit          Royal and Sun           CI$5,203,000.00
Policy No.              Alliance (Bahamas)
CBI 099907861           Limited

Plant and Equipment     Royal and Sun           C1$5,172,415.00         Deductible 1% of sum
all risks               Alliance (Bahamas)                              insured per item -
Policy No.              Limited                                         minimum
EMB09990823Y/03                                                         CI$1,000.00

Property all risk       Royal and Sun           CI$2,200,000.00         Coverage for
Policy No.              Alliance (Bahamas)                              buildings and storage
CFA 099907860/01        Limited                                         tanks. Deductible 2%
                                                                        of sum insured per
                                                                        item.
</TABLE>
<PAGE>
                             GUARANTEE SCHEDULE 14.2

Upon completion of the acquisition, the Borrower is securing the release of or
giving its own replacement guarantee for the following:

         A guarantee limited to US$2,400,000.00 in respect of the obligations of
         OCC by EGL in favour of The Bank of N.T. Butterfield & Son Limited
         undated but executed by virtue of a resolution of the directors of EGL
         passed on 5(th) March 2002;

         A guarantee in respect of the obligations of OCC by EGL in favour of
         the Governor of the Cayman Islands dated 5 May 1994.

         A guarantee limited to US$343,750.00 in respect of the obligations of
         OCBVI by EGL in favour of The Bank of N.T. Butterfield & Son Limited
         dated 14(th) May 2002; and

         A guarantee limited to US$343,750.00 in respect of the obligations of
         OCBVI by NAMF in favour of The Bank of N.T. Butterfield & Son Limited
         dated 14(th) May 2002.
<PAGE>
                                      -1-

                     SCHEDULE "15.4" TO THE LOAN AGREEMENT

The following list comprises all licenses and permits currently held by the
Borrower and required in order to conduct its business as is currently be
conducted at the time of execution of the Loan Agreement:

         Trade and Business (Licensing) Board license to carry on business of
         Suppliers of Desalinated Water, License No. 16551/02 valid until May 2,
         2003.

         License to Produce Potable Water granted by the Cayman Islands
         Government dated July 11, 1990 and for a stated term of 20 years.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>19
<FILENAME>g80547exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1
For Immediate Release

            CONSOLIDATED WATER CO. LTD. ACQUIRES WATER OPERATIONS IN
               BRITISH VIRGIN ISLANDS, BARBADOS AND CAYMAN ISLANDS

     COMPANY HOPES TO COMPLETE ACQUISITION OF WATER PRODUCTION FACILITIES IN
                   NASSAU, BAHAMAS BEFORE END OF FIRST QUARTER

GEORGE TOWN, Cayman Islands, B.W.I., February 10, 2003 -- Consolidated Water Co.
Ltd. (Nasdaq: CWCO) ("Consolidated"), which develops and operates seawater
conversion plants and water distribution systems in areas of the world where
naturally occurring supplies of potable water are scarce or nonexistent, today
announced that it has completed multiple acquisitions that have expanded the
Company's water operations into the British Virgin Islands and Barbados and
increased its presence in the Bahamas and the Cayman Islands.

Following the satisfaction of numerous conditions, including the receipt of
certain governmental approvals, the acquisitions were completed for an aggregate
purchase price of approximately $25.5 million, which is subject to adjustment
based on audited year-end financial statements of the acquired companies.
Separately, Consolidated has contracted to sell its non-voting stock in the
British Virgin Islands company to a local group for $2.1 million. Consolidated
now has responsibility for the operation of additional water plants with a
combined production capacity of approximately 8.0 million U.S. gallons per day
(USGPD), bringing Consolidated's current total production capacity to
approximately 10.9 million USGPD.

"As a result of these acquisitions, Consolidated is now producing and/or
delivering desalinated water to customers in five Caribbean countries," observed
Jeffrey Parker, Chairman and Chief Executive Officer of Consolidated Water Co.
Ltd. "We also acquired the exclusive rights to distribute a line of highly
efficient energy recovery systems to desalination plant operators throughout the
Caribbean basin."

"These acquisitions conveyed to Consolidated a 12.7% equity interest in
Waterfields Co. Ltd. ("Waterfields"), which owns a seawater desalination plant
in Nassau, Bahamas, together with an Engineering Services Agreement to operate
the plant. We expect to complete our previously announced agreement to acquire a
13.5% ownership in Waterfields, together with a Management Services Agreement,
from Bacardi & Company Limited, along with a tender offer made outside the
United States for 64.7% of the remaining Waterfields shares, before the current
quarter ends on March 31, 2003," continued Parker. "We expect the acquisitions
to be immediately accretive to Consolidated's net income and earnings per
share."
<PAGE>
Financing for these acquisitions was provided by Bank of Nova Scotia through a
$20 million (US) seven-year term loan, a $17.1 million (US) six-month bridge
loan, and a $2 million (US) revolving line of credit. As a result of these
transactions, Bank of Nova Scotia has replaced Royal Bank of Canada as
Consolidated's primary lender. The Company intends to replace a portion of the
bank financing in the future with debt, equity or hybrid financing, but does not
currently have any agreements for such financing.

FOR ADDITIONAL DETAILS REGARDING THE COMPLETED AND PROPOSED ACQUISITIONS, PLEASE
REFER TO NEWS RELEASES ISSUED BY CONSOLIDATED WATER CO. LTD. ON OCTOBER 10, 2002
AND DECEMBER 17, 2002.

Consolidated Water Co. Ltd. is engaged in the development and operation of
seawater conversion plants and water distribution systems in areas of the world
where naturally occurring supplies of potable water are scarce or nonexistent.
The Company currently operates reverse osmosis seawater conversion facilities in
the Cayman Islands, the British Virgin Islands, Barbados, Belize and the
Commonwealth of the Bahamas.

The common stock of Consolidated Water Co. Ltd. is traded on the Nasdaq National
Market under the symbol "CWCO". Additional information on the Company is
available on its website at http://www.consolidated-water.com.

This press release includes statements that may constitute "forward-looking"
statements, usually containing the words "believe," "estimate," "project,"
"intend," "expect" or similar expressions. These statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements inherently involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. Factors that would cause or contribute to such differences include,
but are not limited to, completion of the transactions described in this press
release as well as the financing required therefor, the ability to secure
replacement financing, the terms of the refinancing, the ability of the Company
to repay the debt described in this press release, continued acceptance of the
Company's products and services in the marketplace, changes in its relationship
with the Governments of the jurisdictions in which it operates, the ability to
successfully secure contracts for water projects in other countries, the ability
to develop and operate such projects profitably, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange Commission.
By making these forward-looking statements, the Company undertakes no obligation
to update these statements for revisions or changes after the date of this
release.

                    For further information, please contact:

      Frederick W. McTaggart, President at (345) 945-4277 or via e-mail at
                                 cwco@candw.ky
                                       or
   RJ Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or
                        via e-mail at info@rjfalkner.com

                                      -2-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
