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                                                                   Exhibit 10.12



              AMENDMENT AND RECTIFICATION OF ENGAGEMENT AGREEMENT

THIS AGREEMENT is made this 26 day of October, 1999.

BETWEEN:       CONSOLIDATED WATER LTD., a Cayman Islands company having its
               registered office at Trafalgar Place, West Bay Road, P.O.
               Box 1114GT, Grand Cayman, B.W.I. (the "Company")


AND:           PETER D. RIBBINS of P.O. Box 1114,
               George Town, Grand Cayman, B.W.I.
               (the "President")


WHEREAS:

A.       The Company and the President entered into an employment contract dated
         the 19th of August 1997 (the "Engagement Agreement").

B.       The parties are desirous of amending and/or rectifying the same in
         accordance with the terms of this Agreement.

NOW IN CONSIDERATION of the mutual covenants contained herein the parties agree
that the Engagement Agreement shall be amended and/or rectified as follows:

1.       By deleting clause 5 and substituting the following:

                  "FURTHER, SUBJECT TO ANY APPROVALS OF GOVERNMENT WHICH MAY BE
                  NECESSARY AT THE TIME AT WHICH THE OPTION IS EXERCISED, FOR
                  EACH OF THE FINANCIAL YEARS ENDING AFTER 31st DECEMBER 1996,
                  PROVIDED (SUBJECT TO PARAGRAPH 18 OF THIS AGREEMENT), THAT THE
                  PRESIDENT SERVES IN THE CAPACITIES FOR THE ENTIRETY OF SUCH
                  YEAR, ON DECEMBER 31 OF SUCH YEAR, THE PRESIDENT SHALL BE
                  GRANTED AN OPTION TO PURCHASE 20,000 ORDINARY SHARES OF THE
                  COMPANY AT A PRICE PER SHARE PAYABLE IN CASH IN FULL ON THE
                  EXERCISE OF THE OPTION AS FOLLOWS,

                  (a) FOR EACH OF THE FINANCIAL YEARS ENDING DECEMBER 31, 1997,
                      1998 AND 1999, US$2.50 PER SHARE; AND
                  (b) FOR EACH OF THE FINANCIAL YEARS THEREAFTER, US$6.00
                      PER SHARE.

2        By deleting clause 6(2) in its entirety and substituting the following:



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                  THE OPTIONS GRANTED PURSUANT TO CLAUSE 5 IN RESPECT OF THE
                  FINANCIAL YEARS ENDING DECEMBER 31, 1997 AND THEREAFTER MAY
                  BE EXERCISED BY THE PRESIDENT AT ANY TIME AFTER THEY VEST AND
                  BEFORE THE CLOSE OF THE COMPANY'S BUSINESS ON THE DAY BEFORE
                  THE THIRD ANNIVERSARY OF THE DATE OF THE AUDITOR'S REPORT ON
                  THE FINANCIAL STATEMENTS FOR THE RELEVANT FINANCIAL YEAR. "

2        By adding the following as clause 6(3):

                  "PROVIDED THAT THE OPTIONS GRANTED PURSUANT TO CLAUSE 5 MAY
                  NOT BE EXERCISED IF OR TO THE EXTENT THAT, IMMEDIATELY
                  FOLLOWING THE EXERCISE, THE PRESIDENT WOULD BENEFICIALLY OWN
                  MORE THAN 6% OF ALL ORDINARY SHARES THEN ISSUED BY THE
                  COMPANY."

3        By adding the following as clause 6(4):

                  "THE OPTIONS GRANTED PURSUANT TO CLAUSE 5 MAY NOT BE ASSIGNED,
                  TRANSFERRED OR OTHERWISE DISPOSED OF BY THE PRESIDENT WITHOUT
                  THE PROPER WRITTEN CONSENT OF THE COMPANY."

4        The parties have acknowledged that the Engagement Agreement shall
         remain binding And effective in accordance with its terms except as
         expressly amended hereby.

THE PARTIES HERETO HAVE hereunto set their hands and seals the day and date
first above written.

SIGNED AND SEALED in the presence of: )     CONSOLIDATED WATER CO. LTD.
                                      )
                                      )
                                      )     /s/ Wilmer Pergande
                                      )     ------------------------------------
                                      )
                                      )
/s/ Fredrick McTaggart                )     /s/ Alexander Stephen Bodden
--------------------------------------)     ------------------------------------
witness




SIGNED AND SEALED in the presence of: )
                                      )
                                      )
                                      )
                                      )
/s/ C.B. Flowers                      )    /s/ Peter D. Ribbins
--------------------------------------)    -------------------------------------
witness                                    Peter D. Ribbins







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