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

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;

"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

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.

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:

(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

(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

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;

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;

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.

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)

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

                           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.

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

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

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

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

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:

"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

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

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

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".

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

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

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".

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

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

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.

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

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

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;

"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;

"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;

"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

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

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;

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

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

                  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

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

(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:

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

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.

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

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.

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

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

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".

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

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

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

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."

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

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

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

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:-

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.

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.

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.

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

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

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:

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

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.

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.

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

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

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.

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

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

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.

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                                )

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

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.

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                                )

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

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,

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                                         )

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

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.

"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

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:

(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

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:

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.

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

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

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.

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                                )

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

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

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.

(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

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

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

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).

(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

(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

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

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.

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.

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
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