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                                                                   EXHIBIT 10.54

10 February 2003


Mr. Gerard Pereira
C/o Ocean Conversion Cayman Ltd.
George Town
Cayman Islands


Dear Gerard

RE:      EMPLOYMENT CONTRACT

Subject to completion of the acquisition of DesalCo Limited by Consolidated
Water Co. Ltd. and your obtaining a Work Permit from the Cayman Islands
Government, I am pleased to offer you employment with Consolidated Water Co.
Ltd. ("the Company") as VICE PRESIDENT OF ENGINEERING with effect from the later
of your obtaining the work permit and 9 February 2003 and on the following terms
and conditions.

1.   This agreement cancels all previous agreements between yourself and Ocean
     Conversion (Cayman) Limited who has signed it signifying its agreement to
     this cancellation and to the next following paragraph;

2.   Your hire date is 8 October 1995 for the purpose of determining any rights
     or benefits you may have under Cayman Islands Labour Law and in
     consideration of this, you abandon any rights you may have against Ocean
     Conversion (Cayman) Limited in respect of any payments to which you might
     otherwise have been entitled under your contract with Ocean Conversion
     (Cayman) Limited or the laws of Cayman Islands;

3.   Your immediate supervisor is the President of Consolidated Water Co. Ltd.;

4.   Your base salary is CI$82,000 per year, which will be paid to you on a
     semi-monthly basis. Your job performance will be reviewed at the end of
     each fiscal year. You may be granted a base salary increase based on the
     results of each performance review;

5.   Further, for each complete financial year, or pro rata in respect of a part
     thereof, beginning with the financial year 2003, during which you serve as
     Vice President of Engineering, you will be paid not later than March 15th
     following the end of each financial year, a bonus of 0.6% of the sum of the
     net profits of (i) Ocean Conversion (BVI) Ltd. and (ii) DesalCo (Barbados)
     Ltd., calculated before charging this bonus and before charging dividend or
     crediting any amount accruing from the re-valuation of those companies'
     assets;



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6.   You will perform your duties under this Agreement during normal business
     hours from Monday through Friday inclusive (save on public holidays) but
     accept that your duties, which include frequent traveling on the Company's
     business both within the Cayman Islands and abroad, will require work to be
     undertaken outside normal working hours, and on Saturdays, Sundays and bank
     and public holidays. You further accept that in the event that you are
     required to work outside normal working hours, you shall be deemed to be
     performing managerial and supervisory functions on behalf of the Company
     and no overtime pay shall be payable as the same has already been taken
     into account in the rate of your overall salary. However you may be granted
     extra time off in exchange for additional time worked;

7.   You are entitled to four (4) working weeks as vacation leave each year. You
     must obtain prior approval from the President for the specific dates and
     times of your vacation leave. You may be allowed, with the prior approval
     of the President, to carry forward into the next year any or part of your
     un-used vacation. You are allowed to miss up to ten (10) working days per
     year in the event that you are ill and cannot work, without deduction from
     your salary. You are entitled to receive pay for all public holidays in the
     Cayman Islands. You are entitled to a one hour lunch break each working
     day;

8.   The Company will provide health insurance for you and your family with
     British Caymanian Insurance Company Limited, or another suitable health
     insurance provider as determined by the Company from time to time, to at
     least the coverage required by law and will meet the full cost of premiums
     for the insurance. The health insurance will provide major medical
     coverage, and may provide other additional benefits at the discretion of
     the Company. You will be responsible for paying any deductibles or
     co-payments in accordance to the terms and conditions of the insurance
     provided by the Company;

9.   The Company will enroll you as its employee in the Cayman Islands Chamber
     of Commerce Pension Plan, or another suitable pension plan as determined by
     the Company from time to time, and will contribute into your pension
     account those amounts required by Law from time to time;

10.  The Company will provide you with a suitable automobile in the Cayman
     Islands for your business and reasonable personal use;

11.  All expenses for which you claim reimbursement must be within pre-approved
     budgets. Subject to this, the Company must reimburse you for the all
     reasonable expenses you incur on behalf of the Company upon the production
     of the necessary vouchers or your verifying, to the Company's satisfaction,
     the amount that you have spent, even though you are unable to produce
     vouchers;

12.  Your primary place of work will be any part of the Cayman Islands. However
     you will be required to travel frequently, and from time to time it may be
     necessary to temporarily locate you at any one of the Company's other



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     places of business or subsidiary operations, in which case the same terms
     and conditions will apply except that suitable accommodation will be
     provided at no cost to yourself;

13.  You will be required to give ninety (90) days' written notice to Company
     should you decide to resign your position, and the Company is required to
     give ninety (90) days' written notice to you should your employment be
     terminated for reasons other than gross negligence or misconduct. In the
     case of gross negligence or misconduct by yourself on the job, your
     employment may be terminated immediately. If your employment is terminated
     for cause, the Company will not pay you compensation except to the extent
     required by law;

14.  You are required at all times to follow written Company safety policies;

15.  The Company reserves the right to regularly carry out random screenings of
     its employees for use of illegal drugs.

If you choose to accept these terms of employment please indicate so by signing
in the space below.

Yours sincerely,
FOR CONSOLIDATED WATER CO. LTD.

/s/ Mr. Frederick McTaggart


Frederick W. McTaggart
PRESIDENT

I, Gerard Pereira, accept the above offer of employment made to me on these
terms and conditions.

 /s/ GERARD PEREIRA                                         FEBRUARY 10, 2003
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Signature                                                   Date



On behalf of Ocean Conversion (Cayman) Limited:-

 /s/ FREDERICK MCTAGGART                                    FEBRUARY 10, 2003
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Signature                                                   Date


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