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                                                                   EXHIBIT 10.28

                      [LETTERHEAD OF BANK OF BUTTERFIELD]

Ocean Conversion (Cayman) Limited                       2"" January 2002
Suite 381
48 Par-La-Ville Road
Hamilton HM 1 1

Attention: Dr. William T. Andrews
           Managing Director

Dear Sirs,

Thank you for your interest in a credit facility from the Bank of Butterfield.
The Bank is pleased to make a U.S. Dollar facility available to you subject to
the following terms and conditions:-

BORROWER:                  OCEAN CONVERSION (CAYMAN) LIMITED

AMOUNT:                    US $2,400,000 (Two Million Four Hundred Thousand
                           United States Dollars)

EVIDENCE OF DEBT:          Demand promissory note(s)

PURPOSE:                   To finance the cost of constructing a new reverse
                           osmosis plant at Red Gate Road, Grand Cayman, Cayman
                           Islands

TERM:                      Subject to the terms of this Letter, the loan will
                           mature in 5 (five) years from the 3 1"' December 2002
                           under this Facility Letter. For purposes of this
                           Letter, a year shall be reckoned as 360 days.

CONDITIONS PRECEDENT:      The Bank shall not be obliged to permit any drawing
                           of monies under this Letter until it has received as
                           conditions precedent, in each case in form and
                           substance satisfactory to the Bank, the documents,
                           items and evidence specified in Schedule #1 to this
                           Letter (or the Bank having waived any one or more of
                           them in the Bank's absolute discretion and subject to
                           any condition(s) we may think fit). The Bank's
                           obligation to permit any drawing is conditional upon
                           YOU being in compliance at the relevant time with the
                           terms and conditions of, and there being no breach of
                           or default under

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
Page 2

                           this Letter, and such obligation shall be subject to
                           the Bank's rights under this Letter.

DRAWDOWN:                  Subject to the terms of this Letter, you may draw
                           down on the facility (in integral multiples of
                           $100,000.00,) on any business day, upon giving the
                           Bank not less than three (3) business days prior
                           written notice stating the proposed drawdown date.
                           Such notice shall constitute a representation and
                           warranty to the effect that, on the date of that
                           notice, the representations and warranties is
                           detailed later in this Letter remain true and correct
                           and that the undertakings have been fully performed.
                           On the drawdown date the Bank shall (if satisfied
                           that your payment instructions are consistent with
                           the expressed purpose(s) of this credit facility) pay
                           the loan advance to such person and bank account as
                           you may instruct in the notice of drawdown. In this
                           Letter, "drawdown date" means the date on which an
                           advance is made to you under this facility and
                           "business day" means a day (not being Saturday,
                           Sunday or a public holiday) on which banks are open
                           in Bermuda, London and New York for business of the
                           kind contemplated by this Letter.

RATE OF INTEREST:          Interest on the monies drawn by you under this Letter
                           shall be calculated, in respect of each Interest
                           Period at the rate determined by the Bank two (2)
                           business days before the Interest Period at being
                           1.5% ABOVE THE 3 MONTH RATE the Bank is offered funds
                           in the London InterBank Euro-Dollar market in the
                           approximate amount of the monies drawn or to be drawn
                           by you under this Letter. In this Letter, "Interest
                           Period" shall mean each successive period of 90 days
                           calculated from the date of initial drawdown and
                           notified to the Bank on or before the date (in this
                           Letter the "Interest Review Date") which is two
                           business days before the beginning of that Interest
                           Period.

INTEREST PAYMENT:          You shall pay interest to the Bank on the principal
                           amount of your indebtedness from time to time
                           outstanding under this Letter, at the rate of
                           interest determined in accordance with this Letter.
                           You shall pay such interest QUARTERLY in arrears
                           calculated from the date of initial drawdown on the
                           basis of a 360 day year, provided that if any such
                           interest payment should fall due and payable on a day
                           which is not

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
Page 3

                           a business day as herein defined the payment shall be
                           made on the next following business day.

REPAYMENTS:                Commencing 31" December 2002, the loan is to be
                           repaid by EQUAL SEMI-ANNUAL INSTALLMENTS OF $240,000
                           to cover principal which should retire the loan
                           within the agreed term; however, should a balance be
                           remaining, or in the event of a change in the Rate of
                           Interest, the Bank reserves the right to require a
                           balloon payment or make such adjustment as to
                           principal and interest as is necessary in order that
                           the loan is repaid in full within the agreed term.

PREPAYMENTS:               You may prepay all or (part, limited to a minimum of
                           $100,000 at any one time) of the total amount of
                           monies hereunder on any Interest Review Date.
                           provided that you shall have given the Bank not less
                           than three (3) business days prior notice of such
                           prepayment (which shall be irrevocable and binding).
                           Such prepayment shall be made together with accrued
                           interest on the amount prepaid.

LATE PAYMENTS:             If you fail to pay in full any amount due and payable
                           to the Bank under this Letter, whether principal,
                           interest, fees, costs, expenses or otherwise, then
                           you shall pay the Bank interest on the unpaid amount
                           from its due date to the date of actual payment (as
                           well before as after judgement) at a rate of interest
                           calculated as the sum of:

                           1) the principal interest rate;

                           2) the excess cost of interest that the Bank would
                           incur in funding the overdue amount in the London
                           Interbank Market for such period as the Bank
                           determines to be reasonable in the circumstances (as
                           to which a certificate of the Bank shall be
                           conclusive evidence);

                           3) 2%. Such interest shall be payable at any time on
                           demand. Payments received by the Bank shall be
                           applied first towards costs and expenses, then
                           towards fees and accrued interest and then towards
                           repayment of principal.

EARLY REPAYMENT FEE:       Should the borrowing be repaid prior to any Interest
                           Review Date, the Bank reserves the right to charge an
                           early repayment fee.

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
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FACILITY FEE:              A facility fee of 75 basis points (US $18,000.) is
                           payable to the Bank upon acceptance of this Letter.

SECURITY:

                           -   The Bank will take a Registered First Priority
                               Fixed & Floating Charge over the assets of The
                               Company in its standard form. (The Charge is to
                               be duly registered in Cayman and Bermuda).

                           -   The Bank requires that a full Comprehensive
                               Insurance Policy over the Plant at Red Gate Road,
                               Grand Cayman be taken out with the Bank listed as
                               Loss Payee. The Bank will require confirmation of
                               such from the Insurance Company.

                           -   The Bank will require a Guarantee for $2,400,000
                               from Edmund Gibbons Limited. It is strongly
                               recommended that Edmund Gibbons Limited takes
                               independent legal advice in respect of the
                               guarantee and the obligation thereunder.

DOCUMENTATION:

                           -   The Bank will require a Certified Board
                               Resolution of the Borrower, authorizing entry
                               into this Credit Facility, the mortgaging of its
                               assets and advising who is authorized to sign the
                               necessary documentation.

                           -   The Bank require an Attorney's Confirmation that
                               the Borrower has the powers to enter into this
                               Credit Facility and mortgage its assets in the
                               proposed manner, and that these are for lawful
                               business objects of the Borrower.

                           -   The Bank will require a Certified List of
                               Officers and Directors of the Company.

                           -   Receipt of a signed copy of:

                               A)  Contract between Cayman Water Authority and
                                   Ocean Conversion (Cayman) Ltd.

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
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                               B)  Licence from the Government of The Cayman
                                   Islands.

                           -   The Bank will require a Certified Board
                               Resolution of Edmund Gibbons Limited, covering
                               the Guarantee and advising who is authorised to
                               sign the necessary documentation on behalf of The
                               Company.

                           -   The Bank will require an Attorney's Confirmation
                               that the Guarantor has the power to enter into
                               the loan transaction in proposed manner and that
                               these are for lawful business objects of The
                               Company.

UNDERTAKINGS               You undertake to the Bank that, so long as the
                           agreement constituted by this Letter remains
                           operative, you will:

                           1) deliver to the Bank within ninety (90) days after
                           the end of your financial years, copies of your
                           audited financial statements for those years;

                           2) at the same time as they are delivered to your
                           shareholders, copies of all annual reports and other
                           information of a financial or business nature;

                           3) quarterly or other regular management reports as
                           may be required by the Bank, in form satisfactory to
                           the Bank;

                           4) upon request, such other information of a business
                           or financial nature as the Bank may reasonably
                           require;

                           5) promptly inform the Bank of your financial
                           position generally which would be material to be
                           known to a director of you or to a lender to you.

                           6) notify us of any default by Cayman Water Authority
                           under the Terms of the Contract Document.

                           7) maintain in full force and effect all government,
                           tax, monetary and other approval required to enable
                           you to maintain your corporate status, to continue to
                           carry on your business and affairs, and to repay the
                           loan and to pay

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
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                           interest thereon in US dollars without deduction or
                           withholding of any taxes or other monies;

                           8) pay all sums falling due under this Letter on
                           their due dates.

CHANGES IN CIRCUMSTANCES:

                           1) If it becomes illegal under any law applying to
                           the Bank for it to make or maintain the credit
                           facility under this Letter, then the Bank's
                           commitment to continue the credit facility shall end
                           and any monies drawn hereunder shall be repaid in
                           full on the last day of the current period.

                           2) If, as a result of any change in any applicable
                           law or of any directive of any central bank or
                           monetary authority (whether or not having the force
                           of law), the cost to the Bank of making or
                           maintaining the credit accommodation under this
                           Letter is increased then you shall pay to the Bank
                           the full amount of such increased cost on receipt of
                           the Bank's written notice specifying the change and
                           the increased cost incurred by the Bank (which notice
                           shall, absent manifest error, be conclusive). In such
                           event, you may repay the principal outstanding
                           indebtedness hereunder on the last date of the
                           current Interest Period on paying the full amount of
                           any increased costs and all interest accrued to that
                           day.

                           3) If, not later than two business days before an
                           Interest Review Period it appears to the Bank either
                           that funds will not be available to it in the London
                           Interbank Market for the next Interest Period or that
                           LIBOR will not accurately represent the cost to the
                           Bank of making or maintaining the loan during that
                           Interest Period, then the Bank shall notify you
                           accordingly and agree with you an alternative basis
                           for funding the loan or an alternative interest rate
                           for that Interest Period and any such basis or rate
                           agreed within twenty five days from the beginning of
                           the Interest Period shall be retroactive to its
                           beginning. If no agreement is reached within
                           twenty-five days then you shall repay the loan in
                           full on the thirtieth day.

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
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REPRESENTATIONS AND WARRANTIES:

                           You represent and warrant to the Bank and so that
                           these representations and warranties shall survive
                           the making of the loan, and for so long as any part
                           of the loan is outstanding, that:

                           1) You are properly incorporated under the laws of
                           THE CAYMAN ISLANDS and have, under these laws, the
                           power to make this agreement, to borrow and repay the
                           loan and to pay the interest and other monies payable
                           to the Bank;

                           2) All corporate action required on your part and on
                           the part of your shareholders, directors and officers
                           to authorize this agreement and its execution and
                           performance has been properly taken in accordance
                           with the laws of THE CAYMAN ISLANDS and with your own
                           constitution and this agreement has been validly
                           executed, is binding on you, and enforceable against
                           you in accordance with its terms;

                           3) All approvals from any government, tax, monetary
                           or other authorities to enable you to make this
                           agreement and to borrow and repay the loan and to pay
                           thereon in US Dollars and without deduction or
                           withholding of any taxes or other monies have been
                           obtained and are in full force and effect;

                           4) The making of this agreement and the borrowings
                           and repayments of the loan by you will not infringe
                           any other agreement to which you are a party;

                           5) No Event of Default has occurred;

                           6) You are not in default under any other agreement
                           to which you are a party nor are you the subject of
                           any actual, pending or threatened legal proceedings
                           either of which has or may have a material adverse
                           effect on your financial condition;

                           7) Your financial statements and all other financial
                           and other information delivered by you to the Bank
                           are true and accurate, do not omit any material facts
                           or other information which might make them misleading
                           and no material change has occurred since the date of
                           those

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
Page 8

                           valuations or the dates when such other financial and
                           other information was delivered to the Bank. Every
                           notice of drawdown to be delivered by you under
                           Clause 6 above, shall operate as a warranty that
                           these representations and warranties are correct and
                           will remain unaltered and in full force and effect on
                           the relevant drawdown date;

FEES, EXPENSES & ADDITIONAL COSTS:

                           You shall pay to the Bank on demand all reasonable
                           costs, expenses and disbursements (including Stamp
                           Duty and legal fees on a full indemnity,
                           attorney-and-own-client basis) incurred by it in the
                           negotiation, preparation and completion of this
                           agreement and in the maintenance, protection and
                           enforcement of any of the Bank's rights hereunder
                           including but not limited to time and costs of in-
                           house legal counsel, the Bank's internal
                           administration and the costs of the Bank's attorneys
                           on a full indemnity basis (that is, the costs charged
                           to the Bank). You further agree that all costs of
                           all proceedings for the enforcement of the security
                           referred to in this Letter or for obtaining payment
                           of the monies hereby secured or arising shall be
                           recoverable from you as a debt and shall be charged
                           on the security comprised herein. You shall also pay
                           to the Bank on demand any amount which the Bank may
                           certify to be necessary to compensate the Bank for
                           any increased costs or reduction in return resulting
                           from compliance with any change in, or in the
                           interpretation of, any law or regulation or any
                           official directive or request (whether or not having
                           the force of law) including without limitation any
                           relating to mandatory liquid asset and special
                           deposit requirements, which certificate shall in the
                           absence of manifest error be conclusive. You further
                           authorise the Bank (at its sole option in each
                           instance) to deduct any such costs and expenses from
                           time to time from any of your accounts or from any
                           undrawn balances available to you under this Letter.

AMENDMENTS, WAIVERS ETC.:

                           The provisions of this Letter may only be waived or
                           varied in writing signed by you and the Bank. No
                           delay or failure by the Bank in exercising any right
                           or remedy shall be construed or take effect as a
                           waiver or release of that right or remedy and the
                           Bank shall always be entitled to exercise

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
Page 9

                           all its rights and remedies unless it shall have
                           expressly waived them in writing. The remedies
                           provided in the Letter are cumulative and are not
                           exclusive of any remedies provided by law. Each of
                           the provisions of this Letter is severable and
                           distinct from the others, and if at any time one or
                           more of such provisions is or becomes invalid,
                           illegal or unenforceable, the remaining provisions of
                           this letter shall not in any way be affected or
                           impaired thereby.

ASSIGNABILITY:             You may not assign or transfer any rights or
                           obligations under this letter or any security
                           documents; however the Bank may on giving written
                           notice to you assign or transfer all of its rights
                           and obligations under this letter and/or any of the
                           security documents. You will enter into all documents
                           specified by the Bank to be necessary to give effect
                           to any such assignment or transfer. The Bank may upon
                           giving notice to you change its lending office at any
                           time.

LAW:                       This agreement shall be governed by and construed in
                           accordance with the laws of Bermuda.

REPAYMENT ON DEMAND:       Notwithstanding the foregoing and in accordance with
                           normal banking practice in Bermuda, the Bank reserves
                           the right to demand immediate repayment in full of
                           any monies due to the Bank under this Letter and / or
                           cancel with immediate effect the availability of any
                           undrawn monies made available to you under this
                           Facility Letter.

ACCEPTANCE:                Kindly acknowledge your agreement to the terms and
                           conditions as set out herein by signing and returning
                           the enclosed copy of this letter. Your acceptance
                           must be received on or before 18"' January 2002, or
                           this offer will become null and void.

Yours faithfully,

/s/ Kathy A Lloyd-Hines                                 /s/ Michael McWatt
Kathy A Lloyd-Hines                                     Michael McWatt
AVP & Relationship Manager                              Senior Vice President
Corporate Banking                                       Credit Risk Management

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
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                 (THIS PORTION TO BE COMPLETED BY THE BORROWER)

In consideration of the premises we hereby agree to and accept the terms and
conditions of the agreement constituted by this Letter (which agreement shall
become legally binding in accordance with its terms).

___________________________________________________    Dated:___________________
For and on behalf of Ocean Conversion (Cayman) Ltd.

___________________________________________________
For and on behalf of Edmund Gibbons Ltd.               Dated:___________________

Accepted and authorised for advance of funds:

By:________________________________

Date:______________________________

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Ocean Conversion (Cayman) Ltd.
January 2nd, 2002
Page 11

                                 SCHEDULE NO. 1

                              CONDITIONS PRECEDENT

From: OCEAN CONVERSION (CAVMAN) LIMITED

1.       Your acceptance of this credit facility in accordance with the terms
         and conditions of this Letter.

2.       Receipt of a certified Corporate Resolution from your Board of
         Directors approving and authorizing the signing of this Facility Letter
         and authorizing a person or persons to sign all notices and
         communications in respect of this facility.

3.       Receipt of a Registered First Priority fixed & floating charge over the
         assets of The Company in its standard form.

4.       Receipt of the Attorneys Letter of Confirmation.

5.       Receipt of a fully comprehensive insurance policy over the plant at Red
         Gate Road, Grand Cayman, with the Bank listed as Loss Payee.

6.       Payment in cleared funds of the facility fee specified in Clause 13 of
         this Letter.

7.       Copies of the duly signed Contract with Cayman Water Authority and
         Licence.

From: EDMUND GIBBONS LIMITED

1.       Receipt of a certified Corporate Resolution from your Board of
         Directors approving the Guarantee and authorising a person or persons
         to sign the necessary documentation.

2.       Receipt of the Attorneys Letter of Confirmation.

3.       Receipt of Guarantee for $2,400,000.