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                                                                 EXHIBIT - 10.27

                             DATED: February 7, 2003

                              AMENDED AND RESTATED

                            PROFIT SHARING AGREEMENT

                                     BETWEEN

                           OCEAN CONVERSION (BVI) LTD.

                                       AND

                                 DESALCO LIMITED

                                       AND

                           CONSOLIDATED WATER CO. LTD.

                                       AND

                        SAGE WATER HOLDINGS (BVI) LIMITED

                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                          P.O. BOX 709 GT, GRAND CAYMAN

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1.       RELEASE

         1.1      Consolidated and Sage hereby agree to release the Company from
                  its obligations under the two Profit Sharing Agreements and
                  Sage Assignments in consideration for the Company agreeing to
                  restate the profit sharing agreements on the terms hereinafter
                  set out.

2.       PROFIT SHARING AGREEMENT

         2.1      If in respect of any accounting period following the date
                  hereof in which the Company shall have profits available for
                  the payment of dividends and does pay such dividend therefrom
                  the Company shall procure that in the absence of agreement to
                  the contrary a distribution shall be made to each of
                  Consolidated and Sage or to their nominees equal to the
                  following:

                  202,500 X THE DIVIDEND PER SHARE DECLARED AND PAID

         2.2      The profit sharing shall be paid by the Company to each of
                  Consolidated and Sage concurrently with the payment of
                  dividends.

         2.3      The duration of this profit sharing agreement shall be for so
                  long as the Company remain in business as a going concern.

         2.4      The factor of 202,500 specified in Clause 3.1 shall at all
                  times be equal to the lesser of (i) 202,500, and (ii) 202,500
                  multiplied by the total number of issued and fully paid shares
                  and divided by 1,230,000 (being the total number of shares in
                  issue at the date hereof.

3.       All costs, local fees and other expenses in the preparation and
         execution of this Agreement and the settlement contained herein shall
         be borne and paid by the party incurring such cost.

4.       ASSIGNMENT

         4.1      Neither of the parties shall assign or transfer or purport to
                  assign any of its rights or obligations hereunder without the
                  prior written consent of the other party.

5.       SUCCESSORS AND ASSIGNS

         The Agreement shall ensure for the benefit of and be binding on the
         respective successors in title and permitted assigns (if any) of each
         party who shall procure that each such assignee shall execute a deed
         with the other party by which the assignee agrees to be bound by terms
         identical, mutatis mutandis, to the terms of this Agreement (including
         the terms of this clause).

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6.       WAIVER, FORBEARANCE AND VARIATION

         6.1      The rights of either party shall not be prejudiced or
                  restricted by an indulgence or forbearance extended to the
                  other party in respect of any breach.

         6.2      This Agreement shall not be varied or cancelled, unless such
                  variation or cancellation shall be expressly agreed in writing
                  by a duly authorised person of each party.

7.       GOVERNING LAW

         7.1      The construction, validity and performance of this agreement
                  shall be governed in all respects by the laws of the British
                  Virgin Islands.

         7.2      Except as may be set out elsewhere herein the courts of the
                  British Virgin Islands shall have exclusive jurisdiction to
                  settle any dispute which may arise between the parties in
                  respect of the construction validity or performance of this
                  Agreement or as to the rights and liabilities of the parties
                  hereunder.

8.       SEVERABILITY

         8.1      If any of the provisions of this Agreement is found by any
                  competent authority to be void or unenforceable, such
                  provision shall be deemed to be deleted from this Agreement
                  and the remaining provisions of this Agreement shall continue
                  in full force and effect. Notwithstanding the foregoing the
                  parties hereto shall thereupon negotiate in good faith in
                  order to agree the terms of a mutually satisfactory provision
                  to be substituted for the provision so found to be void or
                  unenforceable.

9.       GENERAL MATTERS

         9.1      This Agreement supersedes any previous agreement between the
                  parties in relation to the matters dealt with herein and
                  represents the entire understanding between the parties in
                  relation thereto.

         9.2      Reference to any statute or statutory provision includes a
                  reference to that statute or statutory provision as from time
                  to time amended, extended or re-enacted.

         9.3      Words denoting the singular number only shall include the
                  plural and vice versa.

         9.4      Unless the context otherwise requires, reference to any clause
                  is to a clause of this Agreement.

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         9.5      The headings in this Agreement are inserted for convenience
                  only and shall not effect the construction hereof.

         9.6      Covenants expressed to be by two parties shall (except where
                  the context prohibits) be deemed to be joint and several
                  covenants.

10.      NOTICES

         10.1     Any notice required to be given under this Agreement shall
                  either be delivered personally or sent by first class recorded
                  delivery post (air mail if overseas) or telex or full rate
                  telegram or telecopy. The address for service of each party
                  shall be its registered office for the time being and shall be
                  his address stated above or any other address for service
                  previously notified to the other party or (in the absence of
                  any such notification) his last known place of residence. A
                  notice shall be deemed to have been served as follows:

                  10.1.1   if personally delivered, at the time of delivery;

                  10.1.2   if posted by inland mail, at the expiration of 48
                           hours or (in the case of air mail) 7 days after the
                           envelope containing the same was delivered into the
                           custody of the post authorities; and

                  10.1.3   if sent by telex, or telecopy at the time of
                           transmission.

                  In proving such service it shall be sufficient to prove that
                  personal delivery was made, or that the envelope containing
                  such notice was properly addressed and delivered into the
                  custody of the postal authority as a prepaid first class
                  recorded delivery or air mail letter (as appropriate) or that
                  the telex or telecopy was transmitted as the case may be.

IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and
date first above written.

SIGNED AND SEALED by and on behalf of       )
Ocean Conversion (BVI) Ltd.                 )
                                            )
                                            )
/s/ J.M. PARKER                             )        /s/ Frederick W. McTaggart
--------------------                                 --------------------------
Witness J.M. PARKER                                 Director

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                                            )
SIGNED AND SEALED by and on behalf of       )
DesalCo Limited                             )
In the presence of:                         )
                                            )
                                            )
/s/ J.M. PARKER                             )         /s/ Frederick W. McTaggart
--------------------                                  --------------------------
Witness J.M. PARKER                                   Director

SIGNED AND SEALED by and on the behalf of   )
Consolidated Water Co. Ltd.                 )
In the presence of:                         )
                                            )
                                            )
/s/ J.M. PARKER                             )         /s/ Frederick W. McTaggart
--------------------                                  --------------------------
Witness J.M. PARKER                                   Director

SIGNED AND SEALED by and on the behalf of   )
Sage Water Holdings (BVI) Ltd.              )
In the presence of:                         )
                                            )
                                            )
/s/ [ILLEGIBLE]                             )         /s/ [ILLEGIBLE]
--------------------                                  --------------------------
Witness [ILLEGIBLE]                                   Director

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