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                                                                   Exhibit 10.13


                    SECOND AMENDMENT OF ENGAGEMENT AGREEMENT

THIS AGREEMENT is made this 21 day of March, 2000


BETWEEN:       CONSOLIDATED WATER CO. 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 67 Jellicoe Quay, Governor's Harbour, P.O.
               Box 800GT, Grand Cayman, B.W.I. (the "President")

WHEREAS:

A.       The Company and the President entered into an engagement agreement
         dated the 19 of August 1997 that was amended by an amendment of
         engagement agreement dated the 26th of October 1999 (the "Engagement
         Agreement").

B.       The parties are desirous of amending 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.       Clause 5 shall be amended by deleting the same 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, the
                           average of the closing market price of the Company's
                           Ordinary shares on each of the first seven trading
                           days in the month of October of that financial year".

2.       By deleting Clause 6(3)

3.       By Deleting Clause 6(4)

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




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

SIGNED AND SEALED in the presence of:)      CONSOLIDATED WATER CO. LTD.
                                     )
                                     )
                                     )      /s/ C.B. Flowers
                                     )      ------------------------------------
                                     )
/s/ R.L. Finlay                      )      /s/ Alexander Stephen Bodden
-------------------------------------)      ------------------------------------
witness

SIGNED AND SEALED in the presence of:)
                                     )
                                     )
                                     )
                                     )
/s/ R.L. Finlay                      )      /s/ Peter D Ribbins
-------------------------------------)      ------------------------------------
witness                                     Peter D Ribbins










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