<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>
