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                                                                   Exhibit 10.34




                                         ROYAL BANK
                                         OF CANADA
--------------------------------------------------------------------------------
                                         P. 0. Box 245
                                         George Town, Grand Cayman
                                         Cayman Islands, B.W.I.

                                         Tel: (345) 949-4600 Fax: (345) 949-7396
                                         Telex: CP 4244

December 30, 1998

PRIVATE & CONFIDENTIAL
Consolidated Water Co. Ltd
Box 1114
Grand Cayman, B.W.1

ATTENTION: ALEX BODDEN

Dear Sir:

RE: OFFER TO FINANCE

Further to our recent discussions, and subject to the undernoted terms and
conditions, we are pleased to offer you financing as follows:

LENDER:           ROYAL BANK OF CANADA (The "Bank")

BORROWER:         Consolidated Water Co. Ltd. (The "Borrower")

AMOUNT:           Segment 1) $1,000,000 - Overdraft, revolving
                  Segment 2) $1,000,000 - Term Loan
                  Segment 3) $1,500,000 - Term loan
                  Segment 4) $1,500,000 - Term loan

CURRENCY:         All dollar amounts in this letter refer to United States
                  funds, unless otherwise specified.

PURPOSE:          Segment 1) General Operating purposes
                  Segment 2) Term out outstanding overdraft
                  Segment 3) Office Building
                  Segment 4) 40% interest in Sea Tec Belize Ltd.


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INTEREST RATES:   Segment 1) USD Prime + 1%/KYD Prime + 1%
                  Segment 2) Libor + 1.50%
                  Segment 3) Libor + 1.50%
                  Segment 4) Libor + 1.50%

                  The Borrower shall pay interest monthly in arrears on
                  Prime-based facilities at the annual rate set out above
                  calculated on a daily basis and based on the actual number of
                  days elapsed in the period for which interest is being
                  calculated divided by 365. The annual rates of interest to
                  which the rates calculated in accordance with the foregoing
                  provisions are equivalent, are the rates so determined
                  multiplied by the actual number of days in a one year period
                  calculated from the first day on which interest is to be
                  calculated and divided by 365. These rates apply after as well
                  as before maturity, default, and judgement, with interest on
                  overdue interest at the same rate as on the principal.

                  Libor loans:
                  ------------
                  Interest on Libor loans shall be payable on each Libor
                  interest date. The yearly rates of interest to which the rates
                  determined in accordance with the Libor provisions of this
                  agreement are equivalent, are rates so determined multiplied
                  by the actual number of days in a year and divided by 360.

SERVICE PRICING:  a) A non-refundable fee of $12,500 (1/2%) will be charged to
                     cover the administration involved in setting up the
                     loans (Segments 2 & 4).

                  b) Any temporary excesses and additional credit requirements
                     are subject to approval and may be assessed a fee of up to
                     1%, minimum $500.

                  c) Any requests for amendments to the Borrower's current line
                     of credit may be assessed a fee in the minimum amount of
                     $500 per occasion.

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REPAYMENT:        Segment 1) Revolving; repayment in full upon demand,

                  Segment 2) Consecutive monthly principal payments of $8,333
                             plus interest (5 year term, 10 year amortization).

                  Segment 3) Consecutive monthly principal payments of $12,500
                             plus interest (5 year term, 10 year amortization).

                  Segment 4) Consecutive monthly principal payments of $12,500
                             plus interest (5 year term, 10 year amortization).

                  PROHIBITED INTEREST - Nothing in this agreement shall be
                  construed as obliging the Borrower to pay any interest,
                  charges or other expenses as provided by this agreement or in
                  any other security agreement related thereto in excess of what
                  is permitted by law.

PREPAYMENTS:      Segment 1) may be prepaid in whole or part without penalty.

                  Segments 2) 3) & 4) May only be repaid at maturity. (maturity
                  of each term, i.e., 30 days, 60 days, 90 days etc.)

SECURITY:         GENERAL SECURITY FOR ALL LOANS

                  Certified copy of directors' resolutions, bylaws, legal
                  opinions and attendant documents as may be requested by the
                  Bank.

                  Fixed & floating charge debenture for USD$1,106,000, (To be up
                  stamped to USD$5,500,000) with fixed charge covering West
                  Bay Beach North, Block 11D, Parcel 8 and floating charge
                  covering all other assets of the Borrower.

                  Guarantee & Postponement of Claim in favour of Consolidated
                  Water Co. Ltd. signed by Cayman Water Company Limited.


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INSURANCE:        The Borrower will lodge with the Bank comprehensive insurance
                  policies satisfactory to the Bank, covering buildings,
                  equipment and inventory with loss made payable firstly to the
                  Bank.

                  In addition, Construction and All Risk insurance is also to be
                  assigned with loss payable to Royal Bank during the
                  construction period of the office building (Segment 3).

LIFE INSURANCE:   The Borrower acknowledges that loans are not life insured.

REPRESENTATIONS,
WARRANTIES &
ACKNOWLEDGMENTS:  The Borrower represents and warrants to the Bank that:

                  1)  it is a corporation validly incorporated and subsisting
                      under the laws of Cayman Islands, and that it is duly
                      registered or qualified to carry on business in all
                      jurisdictions where the character of the properties owned
                      by it or the nature of its business transacted makes such
                      registration or qualification necessary;

                  2)  the execution and delivery of this Agreement has been duly
                      authorized by all necessary actions and does not (i)
                      violate any law or, any provision of the charter or any
                      unanimous shareholders agreement to which it is subject
                      or, (ii) result in a breach of, a default under, or the
                      creation of any encumbrance on the properties and assets
                      of it under any agreement or instrument to which it or any
                      of its properties and assets may be bound or affected.

                  3)  There is no provision in the Borrower's articles, bylaws
                      or any unanimous shareholder agreement respecting the
                      ability of the Borrower to:

                      a)  borrow money upon the credit of the Borrower;

                      b)  issue, reissue, sell or pledge debt obligations of the
                          Borrower;


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                      c)  give a guarantee on behalf of the Borrower to secure
                          performance of an obligation to any person; and

                      d)  mortgage, hypothecate, pledge or otherwise create a
                          security interest in all or any property of the
                          Borrower, owned or subsequently acquired, to secure
                          any debt obligation of the Borrower.

                  4)  The Borrower is in compliance with all applicable
                      statutes, regulations, orders and bylaws enacted or
                      adopted for the protection and conservation of the natural
                      environment.

                  5)  The Borrower has obtained all certificates, approvals,
                      permits, consents, orders and directions required
                      concerning the installation or operation of any machinery,
                      equipment or facility constituting assets of the Borrower
                      or required concerning any land of the Borrower, or
                      required concerning any structure, activity or facility on
                      or in any land of the Borrower, and the Borrower is not
                      aware of any circumstance which might give rise to the
                      revocation of any such certificates, approvals, permits,
                      consents, orders and directions or the implementation of
                      further orders or directions relating to the above which
                      might affect the land or the business of the Borrower
                      which the Borrower has not disclosed fully in writing to
                      the Bank.

COVENANTS:        The Borrower, by accepting this Offer, agrees:

                  1)  to deliver to the Bank such financial and other
                      information as the Bank may reasonably request from time
                      to time, including, without limiting the generality of the
                      foregoing, any information that the bank may require
                      relating to the state of Year 2000 readiness of the
                      Borrower.

                  2)  not to grant or create any security interest, lien, charge
                      or encumbrance affecting any of its properties or assets,
                      except for any security


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                      interest granted to secure an obligation created solely
                      for the purchase of additional fixed assets required for
                      the efficient operation of its business with any such
                      security to cover only the assets purchased.

                  3)  Debt to Equity shall not exceed 0.85.

                      "Equity" is defined as the total of share capital,
                      contributed surplus, retained earnings and postponed
                      shareholder loans MINUS intangible assets and amounts owed
                      to the Borrower by shareholders/associated companies.

                  4)  to maintain a Debt Servicing ratio of not less than 1.25.

                  All covenants in this agreement or any other agreement between
                  the Borrower and the Bank or other documentation or security
                  will remain in force for the benefit of the Bank at all times
                  before and after the making of advances hereunder and/or the
                  taking of security pursuant hereto.

OTHER CONDITIONS: If the Bank chooses to grant forbearance or a waiver of any
                  of the terms and conditions of this letter, this action will
                  not affect the Bank's ability to act on any subsequent breach
                  or default or the rights of the Bank resulting therefrom.


EVIDENCE OF
INDEBTEDNESS:     The Bank shall open and maintain at the Branch of Account,
                  accounts and records evidencing the Borrowings made available
                  to the Borrower by the Bank under this agreement. The Bank
                  shall record the principal amount of such Borrowings, the
                  payment of principa1 and interest on account of the loans, and
                  all other amounts becoming due to the Bank under this
                  agreement.

                  The Bank's accounts and records constitute, in the absence of
                  manifest error, PRIMA FACIE evidence of the indebtedness of
                  the Borrower to the Bank pursuant to this agreement.


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                  The Borrower authorizes and directs the Bank to automatically
                  debit, by mechanical, electronic or manual means, any bank
                  account of the Borrower for all amounts payable under this
                  agreement, including but not limited to, the repayment of
                  principal and the payment of interest, fees and all charges
                  for the keeping of such account.

EVENTS OF
 DEFAULT:         Without limiting the Bank's right to make demand for payment
                  at any time on demand loans, the Bank may immediately withdraw
                  the Borrower's right to further borrow under this agreement,
                  demand immediate repayment of all amounts outstanding,
                  together with outstanding accrued interest and realize on all
                  or any portion of the security granted to the Bank if any of
                  the following events of default occur:

                  1)  Failure of the Borrower to pay any principal, interest or
                      other amounts when due pursuant to this agreement;

                  2)  Failure of the Borrower to observe or perform any
                      covenant, condition or provision in this agreement or
                      other documentation or security;

                  3)  If the Borrower becomes insolvent, commits an act of
                      bankruptcy, makes an assignment of property for the
                      benefit of its creditors, or enters into a bulk sale of
                      its assets without the prior written approval of the Bank;

                  4)  If any proceeding is taken with respect to a compromise or
                      arrangement with the creditors of the Borrower, including
                      under the Companies' Creditors Arrangement Act or to have
                      the Borrower declared bankrupt or wound up, or to have a
                      Receiver or Receiver Manager appointed of any part of the
                      mortgaged property or if any encumbrancer takes possession
                      of any part thereof;



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                  5)  There occurs, in the sole opinion of the Bank:


                      (a) a material adverse change in the financial condition
                          of the Borrower; or

                      (b) an unacceptable change in ownership of the Borrower;
                          or

                      (c) legal implications detrimental to the affairs of the
                          Borrower;

CONDITIONS
 PRECEDENT:       The obligation of the Bank to make these credit facilities
                  available to the Borrower is subject to and conditional upon:

                      All security and/or documentation being completed and
                      registered in form and substance satisfactory to the Bank.

PREDISBURSEMENT   All regulatory approvals are to be in place prior to
CONDITIONS:       advancing funds (Segment 3)

                  An Engineering firm, Architect or Quantity Surveyor must
                  certify budget adequacy, completeness of plans, compliance to
                  codes, adequacy of structure. Electrical & mechanical systems
                  and review and approve budget survey and construction schedule
                  prior to each construction draw.

REVISION DATE:    Without limiting any rights the Bank may have to demand
                  payment, these credit facilities will be subject to review at
                  the Bank's discretion and at least annually.

LEGAL COSTS:      All legal costs, fees, expenses, etc. incurred in establishing
                  these credit facilities, preparation and maintenance of
                  security and documentation are for account of the Borrower.

ACCEPTANCE:       This offer expires if not accepted in writing by January 31st,
                  unless extended in writing by the Bank.



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Please acknowledge your acceptance of the above terms and conditions by signing
the attached copy of this Offer to Finance in the space provided below and
returning to the undersigned. This Offer to Finance cancels and supersedes any
previous offers.


                                        Yours truly,

                                        ROYAL BANK OF CANADA



                                        /s/ G. C. Plamondon
                                        ----------------------------------------
                                        G.C. PLAMONDON
                                        Sr. Assistant Manager




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