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                                                                   EXHIBIT 10.47

THIS DEED OF SUBSTITUTED DEBENTURE made on February 7, 2003

BETWEEN:-

(1)      CONSOLIDATED WATER CO. LTD. incorporated under the laws of the Cayman
         Islands of P.O. Box 1114 G.T. Grand Cayman (the "Company", which
         expression shall include its successors and assigns); and

(2)      SCOTIABANK (CAYMAN ISLANDS) LTD. incorporated under the laws of and
         licensed to carry on banking business in the Cayman Islands of P.O.Box
         689 G.T. Grand Cayman (the "Bank", which expression shall include its
         successors, transferees and assigns);

WHEREAS

A.       The Royal Bank of Canada ("RBC") has made available to the Company a
         revolving loan facility in the amount of US$3,000,000.00 ("the RBC
         Facility").

B.       As security for the RBC Facility the Company entered into a Debenture
         dated 1st.June 1979 between,inter alia, the Company and RBC ("the RBC
         Debenture")( the same having been amended from time to time and stamped
         ad valorem to the full amount of the RBC Facility) together with
         certain collateral land charges over over various parcels of land owned
         by the Company ( as varied from time to time (together referred to as
         "the RBC Security").

C.       Pursuant to a Deed of Assignment of even date herewith and in
         consideration of the payment made thereunder by the Bank to RBC, RBC
         has assigned all of its rights, title and interest in the RBC Security
         to the Bank

D.       The Bank has, pursuant to a loan agreement ("the Loan Agreement")
         bearing even date herewith agreed to make available to the Company
         certain loans not exceeding US$39,100,000.00.

E.       The parties have agreed to substitute this Debenture for the RBC
         Debenture as security for the indebtedness of the Company to the Bank
         under the terms of the Loan Agreement.

F.       To further secure the loans made available to the Company by the Bank
         under the Loan Agreement and in addition to the RBC Security the Bank
         will take such additional security as agreed with the Company, such
         additional security to be supplemental and collateral hereto and in
         such form and on such terms as the Loan Agreement shall require or the
         parties shall otherwise agree.

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                                       2

WITNESSES as follows:-

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Deed of Debenture, unless the contrary shall be expressed or
the context shall otherwise require:-

(1)      the following words and expressions shall have the following meanings,
         that is to say:-

"ACCOUNT BANK" means each of the Bank and any other bank or financial
institution for the time being and from time to time approved by the Bank in
writing as a bank or other financial institution with whom the Company may have
an account or accounts into which the Company may pay its Trading Debts. Such
approval may be given as well before as on or after the date hereof, provided
that it shall expressly refer to this Debenture.

"AGREEMENT" means the Loan Agreement and all other (if any) agreements (other
than these presents) for the time being and from time to time in force between
the Bank and the Company (and whether entered into before or after this
Debenture) regulating any business relationship between the Company and the
Bank.

"ASSETS" means assets of every kind, including, but without limitation, the
benefit of an agreement, a building or other fixture, a business, goods,
goodwill, immovable property, money, plant or other equipment, stock-in-trade,
the uncalled capital of a body corporate, an undertaking and work-in-progress
and any interest therein and, as the context shall require or admit, any part of
such assets.

"BANK ACCOUNTS" means all the Charged Assets in Clauses 3.1(3)(p) and (q) and
"Bank Account" shall be construed accordingly.

"CHARGED ASSETS" means all the assets of the Company for the time being and from
time to time the subject of or expressed to be the subject of any interest by
way of security created by the Company in favour of the Bank under or pursuant
to these presents or a Land Charge and, as the context shall require or admit,
any part of such assets. A reference to Charged Assets in a particular
Sub-clause or Sub-clauses of Clause 3.1 is a reference to the assets becoming or
being expressed to become the subject of such an interest by way of security as
a result of a reference to them being made in that Sub-clause or those
Sub-clauses, respectively.

"DELEGATE" means a delegate or sub-delegate of the Bank described in Clause
9(3).

"THIS DEBENTURE" means this Deed of Substituted Debenture.

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                                       3

"FINANCE LEASE" shall have the meaning given in the Statement of Standard
Accounting Practice number 21 issued by the Institute of Chartered Accountants
in England and Wales.

"GUARANTOR" means any person who shall for the time being and from time to time
guarantee to the Bank the payment or discharge of the Indebtedness, and
references to the "relevant guarantee" shall be construed accordingly.

"IMMOVEABLE PROPERTY" means any freehold, leasehold, heritable or other land or
buildings wheresoever situate and any estate or interest therein, and shall,
where the context shall admit, include any part thereof.

"IMMOVEABLE PROPERTY" means all the Charged Assets in Clauses 3.1(1) and 3.1(2)
and, as the context shall require or admit, any part of such Charged Assets.

"INDEBTEDNESS" means all monies, liabilities and other sums of whatsoever nature
covenanted to be paid and discharged by the Company to the Bank under Clause 2
and, as the context shall require or admit, any part of such monies, liabilities
and other sums.

"INTELLECTUAL PROPERTY" means all the Charged Assets in Clauses 3.1(3) (j) and
(k) and, as the context shall require or admit, any part of such Charged Assets.

"INTEREST BY WAY OF SECURITY" means any mortgage, pledge, lien, charge,
assignment by way of security, hypothecation, title retention, finance lease,
factoring or discounting of debts or any other agreement or arrangement for or
by way of security, including such as arises or is imposed by operation or
implication of applicable law and including any account with bankers earmarked
or designated for the use of making preferential payments pursuant to Section
162 of The Companies Law (2002 Revision) or any other provision of applicable
law having similar or substantially similar effect.

"LAND CHARGE" means a collateral land charge of Immoveable Property executed by
the Company in favour of the Bank pursuant to Clause 3.4, and "Land Charges"
shall be construed accordingly.

"LOAN AGREEMENT" means the Loan Agreement entered into between the Company and
the Bank bearing even date herewith setting out the terms and conditions of the
loan facility and shall be construed so as to include the Loan Agreement as the
same may for the time being and from time to time be modified amended or
supplemented

"NON-REALTY CHARGED ASSETS" means the Charged Assets excluding Immoveable
Property.

"NON-TRADING DEBTS" means all the Charged Assets in Clause 3.1(3)(d) and, as the
context shall require or admit, any part of such Charged Assets.

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                                       4

"PERSON" means an individual, a firm, a partnership (whether of not having
separate legal personality), an unincorporated body, a body corporate, a
corporation and a national or local government or governmental agency or body,
and, in each case, wheresoever resident, incorporated or formed.

"PLANNING LEGISLATION" means all applicable statutes for the time being and from
time to time in force in relation to the use or development of immoveable
property and all regulations then made or taking effect as if made thereunder.

"PROHIBITED SECURITY INTEREST" means any interest by way of security other
than:-

(a)      such as arises or is imposed by operation or implication of law and is
         not intended to arise for that purpose;

(b)      any agreement or arrangement for the retention of title to goods which
         is not entered into for the purpose of raising finance;

(c)      such as arises as a result of normal banking arrangements of the
         Company with an Account Bank in respect of the collection of cheques
         (including cheques expressed in a foreign currency) in respect of the
         collection of Trading Debts; and

(d)      the security hereby constituted.

"RECEIVER" includes any receiver or receiver and manager.

"RECEIVER" means any individual or individuals (who may be an employee or
employees of the Bank) for the time being and from time to time appointed by the
Bank to be a receiver or receivers (and, where more than one individual is
appointed jointly, they shall have the power to act severally, unless the Bank
shall specify to the contrary in their appointment) under these presents and,
where the context shall admit, any individual or individuals for the time being
and from time to time so appointed in substitution.

"SECURITY HEREBY CONSTITUTED" means the interests by way of security from the
time being and from time to time constituted by or in pursuance of these
presents and includes interests by way of collateral security and, as the
context shall require or admit, any such interests, but does not include Land
Charges.

"SPECIFICALLY CHARGED ASSETS" means all the Charged Assets in the Sub-clauses to
Clauses 3.1(1), (2) and (3) and, as the context shall require or admit, any part
of such Charged Assets.

"SPECIFICALLY CHARGED PLANT" means all the Charged Assets in Clauses 3.1(3)(a)
and (b) and, as the context shall require or admit, any part of such Charged
Assets.

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"SPECIFICALLY CHARGED SECURITIES" means all the Charged Assets in Clauses
3.1(3)(e), (f) and (g) and, as the context shall require or admit, any part of
such Charged Assets.

"THESE PRESENTS" means this Debenture and any deed for the time being and from
time to time expressed to be supplemental hereto and any other deed or document
for the time being from time to time conferring rights upon the Bank or to which
it may be a party executed or entered into pursuant to this Debenture or any
deed for the time being and from time to time supplemental thereto, but does not
include Land Charges.

"TRADING DEBTS" means all the Charged Assets in Clause 3.1(3)(c) and, as the
context shall require or admit, any part of such Charged Assets.

(2)      words and expressions (including defined words and expressions)
         importing the singular number include the plural and vice versa and
         those importing the masculine gender include and feminine.

(3)      any reference to:-

         (a)      any law or legal provisions is to that law or provision as for
                  the time being and from time to time amended, extended or
                  substantially replaced or re-enacted, and shall include a
                  reference to any regulations made under the law or provision.

         (b)      fees, costs, charges and expenses shall include a reference to
                  any transactional tax or duty for the time being and from time
                  to time applicable to or chargeable in respect of those fees,
                  costs, charges and expenses.

         (c)      a Clause or Schedule is a clause in, or a schedule to, this
                  Debenture.

         (d)      a Sub-clause is to a sub-clause in the clause or sub-clause in
                  this Debenture in which that reference is made.

1.2      Underlinings, headings and descriptions of provisions of this Debenture
         are inserted for convenience only and shall be ignored in construing or
         interpreting this Debenture.

1.3      Reference to a "Law" shall include a reference to such Law and/or any
         provision thereof as from time to time re-enacted, amended, extended or
         replaced.

2.       MONIES SECURED

The Company will, on demand, pay and discharge to the Bank:-

(1)      Monies: all monies and other liabilities, whether principal, interest,
         commission, charges, costs, expenses or otherwise, which now are, or at
         any time hereafter may become, due or

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                                       6

         owing to the Bank by the Company either alone or jointly with any other
         person whether actual or contingent and whether as principal debtor,
         guarantor, surety or otherwise;

(2)      Costs: on a full and unlimited indemnity basis, all costs, stamp
         duties, recording fees, commission, charges, expenses and other sums
         for the time being and from time to time incurred by the Bank or by or
         through any Receiver or by or through any attorney, delegate,
         sub-delegate, substitute, agent or employee of the Bank or a Receiver,
         for any of the purposes described in these presents or a Land Charge or
         in or about the exercise of any power, authority or discretion
         conferred on the Bank or any Receiver by or pursuant to these presents
         or a Land Charge or by law or in relation to the security hereby
         constituted or a Land Charge or in or about the protection,
         realisation, enforcement, collection or recovery of monies for the time
         being and from time to time arising under the security hereby
         constituted or a Land Charge and all remuneration of any Receiver and
         any attorney, delegate, sub-delegate, substitute or agent of the Bank
         or a Receiver; and

(3)      Interest: interest, as well before as after judgment, on each amount
         due under Sub-clauses (1) and (2) until the same shall have been fully
         discharged at such rate as shall for the time being and from time to
         time be prescribed by the Agreement for that amount and, in the case of
         each such amount due under Sub-clause (2), such interest to accrue on a
         daily basis as from the date on which that amount was incurred (and
         whether or not that date shall have occurred prior to a demand for that
         amount under this Clause 2).

3.       THE CHARGES

3.1      Charging Provision

The Company, as beneficial owner and as continuing security for the
Indebtedness, hereby charges to the Bank:-

         Immoveable Property

(1)      by way of first specific equitable charge:-

         (a)      all (if any) the immoveable property described in Schedule 1;

         (b)      all other immoveable property belonging to the Company at the
                  date hereof; and

         (c)      all fixtures (including trade fixtures) and fixed plant and
                  machinery for the time being and from time to time on or in
                  any of the Immoveable Property in Sub-clause (a) and (b);

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                                       7

(2)      by way of first specific equitable charge:-

         (a)      all immoveable property (other than that (if any) described in
                  Schedule 1) now or at any time hereafter belonging to the
                  Company or in which the Company does now or shall at any time
                  hereafter have any interest by way of security; and

         (b)      all fixtures (including trade fixtures) and fixed plant and
                  machinery for the time being and from time to time on or in
                  any of the Immoveable Property in Sub-clause (a);

(3)      by way of first specific charge:-

         Specifically Charged Plant

         (a)      all (if any) the plant, machinery, chattels and other
                  equipment described in Schedule 2 and any part or parts
                  thereof or thereto;

         (b)      all additions, alterations, accessories, replacements and
                  renewals for the time being and from time to time to or of any
                  of the Charged Assets in Sub-clause (a);

         Trading Debts

         (c)      all debts, other than Non-Trading Debts, now or hereafter due
                  or owing or to become due or owing to the Company on any
                  account whatsoever and whether actual or contingent and
                  including cash at bank, as have arisen or shall arise in the
                  ordinary and usual course of trading of the Company and
                  whether or not the same would or shall be entered into the
                  books of the Company;

         Non-Trading Debts

         (d)      all debts now or hereafter due or owing or to become due or
                  owing to the Company on any account whatsoever and whether
                  actual or contingent as have arisen or shall arise (and
                  whether or not entered into the books of the Company):-

                  (i)      as an amount for the time being and from time to time
                           payable (including, but without limitation, any
                           consideration, premium, rent, royalty or fee) in
                           respect of any sale, lease, licence or other disposal
                           by the Company of any of the Immoveable Property, the
                           Specifically Charged Plant, the Specifically Charged
                           Securities, the goodwill of the Company both present
                           and future and the Intellectual Property;

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                                       8

                  (ii)     as a dividend, interest or other distribution for the
                           time being and from time to time declared and/or
                           payable in relation to the Specifically Charged
                           Securities;

                  (iii)    as an amount for the time being and from time to time
                           payable in respect of an obligation or representation
                           or a warranty described in Sub-clause (m) or
                           insurance or a guarantee or interest by way of
                           security described in Sub-clause (n); or

                  (iv)     as an amount for the time being and from time to time
                           payable in respect of any other transaction or matter
                           outside the ordinary and usual course of trading of
                           the Company;

         Specifically Charged Securities

         (e)      all the stocks, shares, bonds, debentures, loan stocks, notes,
                  warrants and other securities now or hereafter belonging to
                  the Company in the capital of, or issued by, any of the
                  Company's subsidiaries for the time being and from time to
                  time;

         (f)      all the stocks, shares, bonds, debentures, loan stocks, notes,
                  warrants and other securities now or hereafter belonging to
                  the Company, or, instead, such (if any) as are described in
                  Schedule 3, or, instead, if none shall be listed in that
                  Schedule, none, other than, in each such case, the Charged
                  Assets in Sub-clause (e);

         (g)      all stocks, shares, bonds, debentures, loan stocks, notes,
                  warrants and other securities and other assets now or
                  hereafter accruing or offered by way of rights, bonus, option
                  or otherwise in respect of any of the Charged Assets in
                  Sub-clauses (e) and (f) or in this Sub-clause (g) but so that
                  nothing in these presents shall be construed as imposing on
                  the Bank any liability whatsoever in respect of any calls,
                  instalments or other payments or contributions in respect of
                  or relating to any of the Charged Assets in Sub-clauses (e)
                  and (f) or in this Sub-clause (g);

         (h)      all dividends, interest and other distributions for the time
                  being and from time to time declared, payable paid or made in
                  respect of any of the Charged Assets in Sub-clauses (e), (f)
                  or (g), including any of the same for the time being and from
                  time to time placed to the credit of an account of the Company
                  with, and owed to the Company by, a bank or other financial
                  institution and/or being cash at bank belonging to the
                  Company;

         Goodwill and uncalled capital

         (i)      all the goodwill and uncalled capital of the Company, both
                  present and future;

         Intellectual Property

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                                       9

         (j)      all the knowhow (and rights therein) and other confidential
                  information (and rights therein) and all the copyrights,
                  patents (including applications, improvements, prolongations,
                  extensions and rights to apply therefor), registered designs,
                  trade marks (and rights therein), service marks (and rights
                  therein) and other intellectual property of the Company, both
                  present and future;

         (k)      the benefit of all licences for the time being and from time
                  to time granted to or acquired by the Company in respect of
                  assets of the kind described in Sub-clause (j);

         Ancillary assets

         (l)      the benefit of all agreements for the time being and from time
                  to time entered into by the Company for the maintenance and/or
                  improvement of any of the Charged Assets in any of the
                  foregoing Sub-clauses in this Clause 3.1;

         (m)      the benefit of all obligations and representations and
                  warranties for the time being and from time to time undertaken
                  or given to the Company (and whether by law, contract or
                  otherwise howsoever) by any person in relation to any of the
                  Charged Assets in any of the foregoing Sub-clauses of this
                  Clause 3.1;

         (n)      the benefit for the time being and from time to time of any
                  insurance for the time being and from time to time effected by
                  the Company in respect of, and the benefit and proceeds for
                  the time being and from time to time of any guarantees or
                  interests by way of security for the time being and from time
                  to time given, granted or arising in favour of the Company in
                  relation to any of the Charged Assets in any of the foregoing
                  Sub-clauses of this Clause 3.1;

         (o)      the proceeds including cash at bank for the time being and
                  from time to time received by the Company of a payment in
                  respect of, or a disposal, collection or other realisation of,
                  any of the Charged Assets in any of the foregoing Sub-clauses
                  of this Clause 3.1;

         Bank Accounts

         (p)      the full benefit for the time being and from time to time of,
                  and all the Company's rights, title and interest in and to,
                  all (if any) the bank accounts described in Schedule 4, and
                  the debts constituted and represented by the credit balances
                  for the time being and from time to time on such accounts,
                  together with all interest for the time being and from time to
                  time accrued thereon;

         (q)      the full benefit for the time being and from time to time of,
                  and all the Company's rights, title and interest in and to,
                  all other bank accounts of the Company at the date hereof, and
                  the debts constituted and represented by the credit balances
                  for the time

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                                       10

                  being and from time to time on such accounts, together with
                  all interest for the time being and from time to time accrued
                  thereon; and

         Other assets

(4)      by way of first floating charge:-

         (a)      the undertaking and all the other assets of the Company (other
                  than the Specifically Charged Assets), both present and
                  future; and

         (b)      all the Specifically Charged Assets if and to the extent that
                  any of the interests by way of security constituted by these
                  presents over the Specifically Charged Assets shall be or
                  become ineffective as specific charges.

3.2      Crystallisation of floating charge

The floating charge created by Clause 3.1(4) shall become a specific charge:-

         (1)      as regards any assets subject thereto as may from time to time
                  be specified in a notice from the Bank to the Company if the
                  Bank shall, in its absolute discretion, consider that those
                  assets shall be in danger of being seized or sold under any
                  form of distress or execution levied or threatened or to be
                  otherwise in jeopardy, forthwith upon the service of such
                  notice;

         (2)      as regards any assets subject thereto which shall become
                  subject to specific charges in favour of any person other than
                  the Bank or subject to a disposition or an agreement to make a
                  disposition contrary to Clause 5(21) (Disposal of Specifically
                  Charged Assets), forthwith upon such charge or disposition;
                  and

         (3)      in accordance with Clause 6 (Events of Default).

3.3      Negative pledge

Save with the prior written consent of the Bank (which may be given as well
before as after the date hereof, provided it shall expressly refer to this
Debenture), the Company shall not and shall not agree to create, give, grant or
permit to arise or subsist over any of its assets present and future any
Prohibited Security Interest ranking in point or security in priority to, pari
passu with or subsequent to any security constituted by these presents or any
Land Charge.

3.4      Land Charges

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                                       11

Without prejudice to Clause 5(2) (Further Charges), the Company shall forthwith
execute in favour of the Bank collateral land charges in such form and on such
terms as the Bank shall require of all the immoveable property described in
Schedule 1, and of any other Immoveable Property as the Bank may for the time
being and from time to time require.

4.       REPRESENTATIONS & WARRANTIES

The Company hereby represents and warrants to the Bank, as follows:-

(1)      The Company has the power to enter into and perform its obligations as
         expressed in this Debenture and each Land Charge and has taken all
         necessary action to authorise the granting of interests by way of
         security upon the terms and conditions of this Debenture and each Land
         Charge and to authorise the execution, delivery and performance of its
         obligations as expressed in this Debenture and each Land Charge in
         accordance with their respective terms.

(2)      The execution, delivery and performance by the Company of the terms of
         this Debenture and each Land Charge does not and will not violate,
         conflict with or result in a breach of, in any respect:-

         (a)      any provisions of any law or regulation or any order, decree,
                  permit or licence of any authority, agency or court binding on
                  the Company or on any of its assets; or

         (b)      the constitutional documents or resolutions of the Company; or

         (c)      any subsisting loan stock or debenture or other deed, contract
                  or other undertaking or instrument to which the Company is a
                  party or which is binding upon it or any of its assets.

(3)      The Company is the sole and absolute beneficial owner of all the
         Charged Assets free from all Prohibited Security Interests other than
         those permitted or consented to by the Bank in accordance with Clause
         3.3 (Negative pledge).

(4)      The Company has not created, given, granted or permitted to arise or
         subsist any Prohibited Security Interest over any of its assets present
         and future other than those permitted or consented to by the Bank in
         accordance with Clause 3.3, and has not agreed so to do.

(5)      In connection with any consent given by the Bank in accordance with
         Clause 3.3 on or prior to the date hereof, the Company did furnish to
         the Bank true, complete and up to date written details of the existing
         interest(s) by way of security to which such consent relates.

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                                       12

(6)      The details of (if any) the immoveable property and the other assets in
         Schedules 1, 2, 3 and 4, the interests of the Company (in that
         immoveable property) in Schedule 1, and the location of the
         Specifically Charged Plant in Schedule 2, and the details of the bank
         accounts in Schedule 4 are true and correct in every material
         particular.

5.       COVENANTS

The Company hereby covenants and agrees with the Bank, until the discharge and
release of this Debenture, as follows:-

(1)      Documents of title to Immoveable Property and Specifically Charged
         Plant and Securities

Subject to the rights of any prior mortgagee, the Company shall deposit with the
Bank and the Bank shall be entitled to hold and retain all deeds and documents
of title for the time being and from time to time relating to the Immoveable
Property, all invoices and documents of title for the time being and from time
to time relating to the Specifically Charged Plant, and all certificates, deeds
and documents of title for the time being and from time to time relating to the
Specifically Charged Securities.

(2)      Further charges

The Company shall forthwith from time to time, if and when called upon by the
Bank so to do, execute in favour of the Bank or as the Bank shall direct such
further interests by way of security (including, but without limitation,
assignments by way of security and collateral security) as the Bank shall
require (but the covenants no more onerous than already contained in the
security hereby constituted) over the Charged Assets as further and continuing
security for the Indebtedness, such further interest by way of security to be
prepared by or on behalf of the Bank at the cost of the Company and, in the
event of any consent thereto being required from any other person, the Company
shall use its best endeavours to obtain the same.

(3)      Future Immoveable Property, Specifically Charged Plant and Securities

The Company shall notify the Bank forthwith upon any proposal or contract for
the time being and from time to time being made by the Company to acquire any
immoveable property or other assets which, following their acquisition would
become Immoveable Property, Specifically Charged Plant or Specifically Charged
Securities (as the case may be) and, in the case of any such immoveable property
the Company shall notify the Bank of the title number(s) thereof and shall apply
to The Registrar of Lands for the registration of the Company as the registered
proprietor thereof.

(4)      Maintenance

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                                       13

The Company shall:-

(a)      keep all buildings, fixtures (including trade fixtures) and fixed plant
         and machinery for the time being and from time to time on or in any of
         the Immoveable Property and all plant, machinery, other fixtures and
         fittings, implements, tools and other effects thereon and therein in a
         good state of repair and good working order and condition and shall, as
         necessary, renew and replace the same to a similar quality, as and when
         the same shall be worn out or destroyed; and

(b)      keep the Specifically Charged Plant in a good state of repair and
         condition and perfect working order and replace any part or parts
         thereof as may for the time being and from time to time be or become
         worn out, damaged or destroyed with new parts of similar quality.

(5)      Insurance

The Company shall:-

(a)      insure and keep insured such of its assets as are of an insurable
         nature against loss or damage by fire, aircraft, things dropping from
         aircraft, explosion, tropical storm, storm, tempest, flood, burst
         pipes, hurricane, windstorm, riot and impact and such other risks as
         the Bank may, for the time being and from time to time, consider
         necessary, to the full reinstatement value thereof, together with
         additional amounts sufficient to cover architects' and surveyors' fees
         and the costs of demolition, site clearance and shoring up or in such
         other amount as the Bank may in writing from time to time approve, with
         such reputable insurers and generally in such manner as the Bank shall
         from time to time approve in writing. The Company shall cause notice of
         the interest of the Bank to be noted on the policies of such insurance
         which (subject to the rights of any prior mortgagee) shall, unless
         otherwise from time to time agreed by the Bank in writing, be delivered
         to and retained by the Bank. The Company shall duly pay the premiums
         and other sums of money for the time being and from time to time being
         payable in respect of any such insurance and, immediately after every
         such payment, produce the receipt for the same to the Bank. All monies
         which may at any time hereafter be received or receivable under any
         insurance for the time being and from time to time effected in respect
         of the Immoveable Property or the Specifically Charged Plant (and
         whether or not effected pursuant to the foregoing provisions of this
         Sub-clause (a)) shall be applied in replacing, restoring or reinstating
         the assets destroyed or damaged or (subject to the rights of any prior
         mortgagee) in such other manner as the Bank shall require;

(b)      effect and maintain or cause to be effected and maintained such other
         insurances as are normally for the time being and from time to time
         maintained by prudent companies carrying on businesses similar or
         approximately similar to those for the time being and from time to time
         carried on by the Company including but not limited to consequential
         loss and loss of profits; and

<PAGE>

                                       14

(c)      not in any manner or by any means cause any such insurance to be
         avoided or vitiated.

(6)      Registration under The Registered Land Law

The Company shall not, without the prior written consent of the Bank, register
any person or cause any person to be registered under The Registered Land Law
(1995 Revision) and any subsequent Registered Land Laws as the proprietor of the
Company's interest in any of the Immoveable Property or any part thereof.

(7)      Notices affecting Immoveable Property or Specifically Charged Plant

The Company shall, in the event of a notice, order, direction, requisition or
permission or a proposal for any of the foregoing being served, affecting or
likely to affect the Immoveable Property or the Specifically Charged Plant or in
the event of any proceedings being commenced affecting or likely to affect the
same, immediately give full particulars thereof to the Bank and without delay
and at the Company's own cost take all reasonable or necessary steps to comply
with the same and/or, if so requested by the Bank, at the Company's own cost
make or join with the Bank in making such objections or representations against
or in respect of any of the same as the Bank shall deem expedient.

(8)      Planning Legislation

The Company shall not carry out any development in or upon the Immoveable
Property within the meaning of the Planning Legislation without first obtaining
such permission as may be required under or by virtue of the Planning
Legislation and the Company shall use the Immoveable Property only for such
purpose or purposes as may for the time being and from time to time be
authorised as the permitted use or user thereof under or by virtue of the
Planning Legislation.

(9)      Other compliance with law

The Company shall, in relation to its business and other assets for the time
being and from time to time, comply with all obligations under any present or
future statute, regulation, order or instrument or under any bye-law, regulation
or requirement of any competent authority and shall not use or permit any of its
assets for the time being from time to time to be used in contravention of any
legislation or otherwise or in any way contrary to law and shall as and when the
same shall become payable pay all taxes, rates, duties, charges, assessments and
other outgoings whatsoever (whether governmental, parochial, local or of any
other description) which shall be assessed, charged or imposed upon or payable
in respect of its business and other assets for the time being and from time to
time.

(10)     Compliance with contracts

<PAGE>

                                       15

(a)      The Company shall duly and punctually perform and observe all the
         covenants, agreements and other stipulations whatsoever as are not
         inconsistent with its obligations under these presents and as shall for
         the time being and from time to time be binding upon it, its business
         or other assets for the time being and from time to time and shall not
         do or suffer to be done any act or thing whereby any lease or licence
         for the time being and from time to time granted to or held by the
         Company may become liable to forfeiture or otherwise be determined.

(b)      The Company shall indemnify and hold harmless the Bank in respect of
         any breach of any covenants, agreements or stipulations for the time
         being and from time to time affecting the Immoveable Property.

(11)     Leases or licences of Immoveable Property and Intellectual Property: as
         lessee or licensee

The Company shall not agree, accept, suffer or permit any alteration, variation
or addition to the terms of any lease or licence under which it is for the time
being and from time to time a lessee or licensee and which is for the time being
and from time to time part of the Immoveable Property or the Intellectual
Property, without the prior written consent of the Bank.

(12)     Leases or licenses of Immoveable Property and Intellectual Property: as
         lessor or licensor

(a)      Unless otherwise agreed from time to time in writing by the Bank, the
         Company shall enforce the due observance and performance of all the
         obligations on the part of the lessee or licensee under any lease or
         licence under which it is for the time being and from time to time the
         lessor or licensor and which is for the time being and from time to
         time part of the Immoveable Property or the Intellectual Property,
         shall not waive, release or vary or agree to waive, release or vary any
         of the terms of any such lease or licence, shall not exercise any power
         to determine or extend any such lease or licence and shall not grant
         any consents or licences as lessor or licensor under any such lease or
         licence.

(b)      The Company shall not, without the prior written consent of the Bank,
         grant or agree to grant any lease or licence of, or other right or
         interest to occupy, the Immoveable Property or the Intellectual
         Property.

(13)     Removal and severance

The Company shall not, without the prior written consent of the Bank, pull down
or remove or permit to be pulled down or removed any buildings or erection for
the time being and from time to time included in the Immoveable Property or pull
down, remove or sever or permit to be pulled down, removed or severed any
fixtures (including trade fixtures) and fixed plant and machinery for

<PAGE>

                                       16

the time being and from time to time thereon or therein, except in pursuance of
any obligation imposed on the Company under these presents or a Land Charge.

(14)     Specifically Charged Plant

(a)      Except as may be agreed in writing from time to time by the Bank, the
         Company shall keep the Specifically Charged Plant in its sole and
         exclusive possession and at the location (if any) specified in Schedule
         2 and shall not, in any event, take them out of Cayman Islands and
         shall not use or permit them to be used for any purpose for which they
         are not designed or reasonably suitable.

(b)      The Company shall affix to or engrave on the Specifically Charged Plant
         such labels, plates or markings as the Bank shall from time to time
         require and shall not allow to be disturbed any labels, plates or
         markings which may be affixed to or engraved on the Specifically
         Charged Plant as a means of identification by the manufacturers or
         suppliers thereof or by any other person and shall not obliterate,
         obscure or cover up the same.

(c)      The Company shall not at any time without the prior written consent of
         the Bank make or suffer to be made any alteration or addition of a
         substantial nature in or to the Specifically Charged Plant other than
         for the purpose of effecting repairs as required by Sub-clause (4)(b)
         (Maintenance).

(d)      The Company shall not, without the prior written consent of the Bank,
         hire, lease or part with or share possession of or suffer any distress
         or execution to be levied or lien to be created upon the Specifically
         Charged Plant.

(e)      If the Company has created, given, granted or permitted to arise or
         subsist, or shall at any time create, give, grant or permit to arise or
         subsist, an interest by way of security on any premises where the
         Specifically Charged Plant are located, the Company shall forthwith
         notify the Bank of the same and, if called upon so to do by the Bank,
         shall forthwith procure from any person for the time being and from
         time to time enjoying such interest by way of security or being
         interested in such premises a waiver in such form as the Bank may from
         time to time require of all rights to which such person might otherwise
         be entitled to claim in the Specifically Charged Plant.

(f)      The Company shall not annex the Specifically Charged Plant to the
         premises where the same are located if the results of such annexure
         would be that the Specifically Charged Plant might become a fixture or
         fixtures.

(g)      The Company shall indemnify and hold harmless the Bank against all
         claims made or all proceedings brought in respect of any loss or damage
         or injury whatsoever arising out of or in connection with the
         Specifically Charged Plant, their manufacture, selection, delivery,
         possession, use or operation.

(15)     Debts and Bank Accounts

<PAGE>

                                       17

(a)      The Company shall, subject to Sub-clauses (b), (c) and (d), get in and
         realise the Trading Debts and the Non-Trading Debts and shall not sell,
         assign, factor or discount the same in any way.

(b)      The Company shall pay into an account with an Account Bank the proceeds
         of the collection or other realisation for the time being and from time
         to time of the Trading Debts (other than debts owed by an Account Bank
         to the Company as its customer) and, subject to any rights of that
         Account Bank in respect thereof, shall pay or otherwise deal with such
         proceeds in accordance with any directions for the time being and from
         time to time given in writing by the Bank.

(c)      Unless for the time being and from time to time agreed by the Bank in
         writing but subject to the rights of any prior mortgagee, the Company
         shall pay into an account of the Company with the Bank the proceeds of
         the collection or other realisation for the time being and from time to
         time of the Non-Trading Debts and shall pay or otherwise deal with such
         proceeds in accordance with any directions for the time being and from
         time to time given in writing by the Bank.

(d)      The Company shall, if called upon from time to time by the Bank
         pursuant to any provision of these presents, execute a legal assignment
         in favour of the Bank of any of the Trading Debts or the Non-Trading
         Debts and shall, if the Bank shall for the time being and from time to
         time require, give notice thereof to the debtors from whom such Trading
         Debts or Non-Trading Debts are for the time being owing or incurred and
         take such other steps as the Bank may from time to time require to
         perfect such legal assignment.

(e)      The Company shall forthwith join with the Bank in giving notice of
         these presents to each bank or other financial institution specified in
         Schedule 4 at or with which a Bank Account is kept or maintained, and
         if the Bank shall for the time being and from time to time require, the
         Company shall join with the Bank in giving notice of these presents to
         all other banks or other financial institutions at or with which a Bank
         Account is kept or maintained.

(16)     Specifically Charged Securities

(a)      The Company shall, if called upon to do so by the Bank from time to
         time, execute all such transfers and other documents as may be
         necessary to enable the Bank or its nominee or nominees to be
         registered as the owners of, or otherwise obtain legal title to, any of
         the Specifically Charged Securities.

(b)      The Company shall, promptly upon receipt of any communication sent to
         it in its capacity as a holder of any Specifically Charged Security,
         deliver the original or a copy thereof to the Bank, and shall consult
         with the Bank, prior to the exercise of all voting and other rights and
         powers attached or relating to the Specifically Charged Securities and,
         if the Bank shall not for the time being and from time to time have
         notified the Company in writing to the

<PAGE>

                                       18

         contrary (and whether before, during or after such consultation), shall
         exercise all such rights and powers for all purposes not inconsistent
         with the terms of these presents.

(c)      In the event that the Bank shall for the time being and from time to
         time notify the Company in writing to the following effect, the Bank
         and any nominee of the Bank for the time being and from time to time
         registered as the holder of the Specifically Charged Securities shall
         thereafter have the immediate and sole and exclusive right to exercise
         all voting and other rights and powers attaching or relating thereto
         and may exercise such rights and powers in such manner as it shall in
         its sole discretion think fit, and the Company shall execute and
         deliver to the Bank all such proxies, mandates and other documents as
         may be necessary to enable the Bank or such nominee to exercise such
         rights and powers.

(d)      The Bank shall not be under any liability to the Company in respect of
         any failure to present any certificate of or coupon on the Specifically
         Charged Securities which may be called or drawn for repayment or
         redemption or for any failure to pay any call or instalment which may
         be payable on, or to accept any offer relating to, the Specifically
         Charged Securities or for any failure to notify the Company of any such
         matters whether or not any such failure is caused or contributed to by
         any negligence on the part of the Bank or any servant or agent of the
         Bank.

(e)      Upon the discharge of this Debenture, the Company shall, if the Bank so
         requires, accept, in place of any Specifically Charged Security, a
         security of the same class and denomination in the capital of, or
         issued by, the same person.

(17)     Uncalled capital

The Company shall, upon the written request of the Bank for the time being and
from time to time, call up any uncalled capital for the time being and from time
to time of the Company. The Company shall not call up any such uncalled capital
without the prior written consent of the Bank.

(18)     Secured loan capital

The Company shall not, without the prior written consent of the Bank, issue or
re-issue any bonds, debentures, loan stocks, notes or other debt securities for
the time being and from time to time secured by any interest by way of security
for the time being and from time to time ranking in point of priority to the
security hereby constituted or any Land Charge.

(19)     Intellectual Property

The Company shall make, effect and renew all such filings and registrations and
pay all such fees as for the time being and from time to time may be necessary
or advisable or as for the time being and from time to time shall be required by
the Bank to create, perfect or preserve the Intellectual Property and/or the
security hereby constituted thereover.

<PAGE>

                                       19

(20)     Information, inspection and remedy

(a)      The Company shall furnish to the Bank forthwith upon the same becoming
         available (and, in the case of audited accounts, in any event within 90
         days of the end of each of its financial years) a copy of the audited
         accounts of the Company and of each of its subsidiaries for the time
         being and from time to time certified by a Chartered Accountant
         approved by the Bank together with the trading accounts and the
         directors' and auditors' reports thereon and each other document for
         the time being and from time to time despatched to the members of the
         Company and each such subsidiary and the Company shall also furnish to
         the Bank within 10 days of the end of each quarter unadudited financial
         statements of the Company and of each of its subsidiaries for the time
         being and from time to time and the Company shall also furnish to the
         Bank, as the Bank may from time to time request, such other financial
         statements, information, valuations and certificates regarding the
         Company and/or such subsidiaries and their respective affairs,
         financial conditions, assets and liabilities.

(b)      The Company shall keep, and procure that its subsidiaries for the time
         being and from time to time shall keep, proper books and records at all
         times.

(c)      The Company shall, upon request from time to time by the Bank or its
         agents, permit the Bank and/or its agents and/or their respective
         advisers and employees to enter into and/or inspect the Charged Assets
         and to carry out, at the Company's cost, any obligation of the Company
         to the Bank under these presents which the Bank, in its absolute
         discretion, considers necessary or advisable for the purpose of
         preserving the value of the security hereby constituted without the
         Bank or any other such person becoming liable as mortgagee in
         possession and provided that the Bank shall not be obliged under these
         presents to have any such inspection or obligation carried out.

(d)      The Company hereby permits any Account Bank and any other bank or
         financial institution with whom the Company may for the time being and
         from time to time have a banker customer relationship to furnish
         directly to the Bank from time to time upon request full statements and
         particulars of all the Company's accounts with that Account Bank and
         such other information regarding the Company, its affairs, financial
         condition, assets and liabilities as may for the time being and from
         time to time be available to that Account Bank or such other bank or
         financial institution.

(21)     Disposal of Specifically Charged Assets and other Charged Assets

The Company shall not and shall not agree to, save with the prior written
consent of the Bank or in pursuance of any other obligation under or pursuant to
these presents, sell, transfer or otherwise dispose of any of the Specifically
Charged Assets or, save in the ordinary and usual course of its trade, the whole
or any material part of its business, undertaking or any of the other Charged
Assets (other than the Specifically Charged Assets).

<PAGE>

                                       20

(22)     Conduct of business

The Company shall carry on and conduct and procure that its subsidiaries for the
time being and from time to time shall carry on and conduct its and their
respective businesses and affairs in a proper and efficient manner and shall
not, without the prior written consent of the Bank, make any substantial
alteration in the nature of such businesses.

(23)     Insolvency

(a)      The Company shall give at least seven days' prior written notice to the
         Bank of:-

         (i)      any steps for the time being and from time to time taken with
                  regard to a proposal for a composition or scheme of
                  arrangement in respect of the Company;

         (ii)     any invitation for the time being and from time to time made
                  to any other mortgagee or chargee of the Charged Assets to
                  appoint a receiver;

         (iii)    any steps for the time being and from time to time taken with
                  regard to the winding-up of the Company; and

         (iv)     any event or circumstance analogous to or having substantially
                  similar effect to any of the events and circumstances
                  described in the foregoing Sub-clauses of this Sub-clause (a)
                  under the laws of any applicable jurisdictions.

(b)      The Company shall forthwith notify the Bank in writing of and supply
         the Bank with copies of all documentation and other details relating
         to:-

         (i)      any proposal or application described in Sub-clause (a)(i);

         (ii)     any demand for the time being and from time to time made for
                  payment or the appointment of a receiver by any other
                  mortgagee or chargee for the time being and from time to time
                  of the Charged Assets;

         (iii)    any petition for the time being and from time to time made for
                  the winding-up of the Company;

         (iv)     any demand for the time being and from time to time made on
                  the Company within the meaning of Section 95 of The Companies
                  Law (2002 Revision); and

         (v)      any event or circumstances analogous to or having
                  substantially similar effect to any of the events and
                  circumstances described in the foregoing Sub-clauses of this
                  Sub-clause (b) under the laws of any applicable jurisdictions.

6.       EVENTS OF DEFAULT

<PAGE>

                                       21

(1)      In respect of any Indebtedness by virtue of the Agreement to be paid or
         discharged otherwise than on demand, the Bank shall nevertheless be
         entitled by notice to the Company to demand the immediate payment and
         discharge thereof (or any part thereof) together with all interest then
         accrued thereon forthwith (or otherwise as the Bank may require) at any
         time after the happening of any of the events referred to in Section
         17.1 Events of Default in the Agreement which Events of Default shall
         constitute Events of Default hereunder.

(2)      If any of the events described in Sub-clause (1) shall occur, the Bank
         shall be under no obligation to advance any monies or provide or
         continue to provide any credit facility to the Company, unless the
         Agreement shall expressly refer to this Sub-clause (2) and expressly
         negative its effect.

(3)      Upon any demand being made for payment of the Indebtedness pursuant to
         Sub-clause (1), such Indebtedness shall become payable immediately and
         all rights of the Company to deal for any purpose whatsoever with the
         Charged Assets shall forthwith cease and any floating charge for the
         time being and from time to time included in the security hereby
         constituted shall forthwith crystallize and become a specific charge.

(4)      Notwithstanding the Agreement, the Indebtedness shall become
immediately payable (and without the necessity for any demand to be made by the
Bank) together with all interest then accrued thereon and all rights of the
Company to deal for any purpose whatsoever with any of the Charged Assets shall
forthwith cease and any floating charge for the time being and from time to time
included in the security hereby constituted shall forthwith crystallize and
become a specific charge, on the happening of any of the following events:-

         (a)      if a petition shall be presented (and shall not be dismissed
                  within seven days) to, or an order shall be made by, any court
                  of competent jurisdiction for, or an effective resolution
                  shall be passed for, or any other steps shall be taken by the
                  Company or a Guarantor or any other person entitled so to do,
                  for the liquidation, winding-up (other than a members'
                  voluntary winding-up) or dissolution of the Company or a
                  Guarantor or the appointment of a receiver, trustee or similar
                  officer of the Company or a Guarantor or any of their
                  respective assets for the time being and from time to time;

         (b)      if all or a substantial part of the operations of the Company
                  shall cease or be suspended or the Company shall threaten that
                  such shall occur;

         (c)      if the Company, without the prior written consent of the Bank
                  or otherwise than in pursuance of the Company's obligations
                  under or pursuant to, or as expressly permitted by, these
                  presents, shall sell, transfer, lease or otherwise dispose of
                  or deal with any of the Charged Assets or purport so to do; or

<PAGE>

                                       22

         (d)      if any event or circumstances shall occur analogous to or
                  having substantially similar effect to any of the events and
                  circumstances described in Sub-clause (a) under the laws of
                  any applicable jurisdictions.

7.       APPOINTMENT OF RECEIVER AND POWER OF SALE

(1)      Time

In the circumstances described in Clause 3.2(1) (assets in jeopardy) or at any
time after the Indebtedness shall have become payable in accordance with the
Agreement or these presents or at the request of the Company, the Bank may
without further notice (and whether or not the Company shall have been accorded
sufficient or any time in which to satisfy such Indebtedness) from time to time
appoint in writing (under the hand of any manager of the Bank) a Receiver of the
Non-Realty Charged Assets (but, in the circumstances described in Clause 3.2(1),
only over the Charged Assets specified in the notice referred to in that Clause)
upon such terms as the Bank may from time to time think fit.

(2)      Power of Sale and Enforcement

At any time after the Indebtedness shall have become payable in accordance with
the Agreement or these presents or the Bank shall have appointed a Receiver
(otherwise than in the circumstances described in Clause 3.2(1) (assets in
jeopardy)), the security hereby constituted shall become immediately enforceable
and the power of sale and other powers conferred by law as varied or extended by
these presents and all other powers conferred on the Bank by these presents
shall become immediately exercisable.

(3)      Removal of Receiver

The Bank may remove any Receiver for the time being appointed by it from the
Charged Assets in respect of which that Receiver shall have been appointed and
may from time to time appoint a new Receiver over those Charged Assets.

(4)      Receiver's Powers

Every Receiver shall be the agent of the Company (which shall be solely
responsible for his contracts, engagements, acts, defaults, omissions and
losses, for liabilities incurred by him, for his misconduct and for his
remuneration) unless and until a liquidator shall be appointed of the Company,
whereafter such Receiver shall act as principal but shall not become the agent
of the Bank, and, at all times, such Receiver shall have and be entitled to
exercise in relation to the Company all the powers conferred on receivers by law
and also (but without thereby limited those powers by law and without prejudice
to the Receiver's powers, authorities and discretions conferred

<PAGE>

                                       23

by these presents) such Receiver may, without further notice, exercise all or
any of the following powers:-

         (a)      to take immediate possession of, get in, and/or collect the
                  Non-Realty Charged Assets and, for that purpose, to enter upon
                  the Immoveable Property or any other premises at which the
                  Non-Realty Charged Assets are for the time being and from time
                  to time located and sever, dismantle or remove the same or any
                  fixtures for the time being and from time to time therefrom
                  without being liable for any loss or damage thereby
                  occasioned;

         (b)      to carry on, manage or concur in the carrying on or managing
                  of, the business for the time being and from time to time of
                  the Company in such manner as he may think fit, including (but
                  without limitation) power to perform, repudiate, rescind,
                  compromise, amend or vary any contract, instrument or
                  agreement to which the Company shall for the time being and
                  from time to time be a party;

         (c)      to sell, exchange or concur in the sale or exchange of the
                  Non-Realty Charged Assets;

         (d)      to grant, or concur in the grant of, any leases or licences of
                  the Non-Realty Charged Assets;

         (e)      to grant, or concur in the granting of, any renewals or
                  surrenders of, or to accept, or concur in the accepting of,
                  any surrenders of, any leases or licences for the time being
                  and from time to time of the Non-Realty Charged Assets;

         (f)      to promote, or concur in the promotion of, the formation of a
                  subsidiary and/or subsidiaries of the Company with a view to
                  the same purchasing, leasing, licensing or otherwise acquiring
                  all or any of the assets for the time being and from time to
                  time of the Company;

         (g)      to make and effect, and concur in the making and effecting of,
                  all such repairs, maintenance, decoration, provision of all
                  services (including, but without limitation, lighting, heating
                  and cleansing) structural and other alterations, improvements,
                  additions and development in or to the Non-Realty Charged
                  Assets and do anything else in connection with the Non-Realty
                  Charged Assets which he may think fit or which he may deem
                  proper for the efficient use or management of the Non-Realty
                  Charged Assets, as well as for the protection or for the
                  improvement of the Non-Realty Charged Assets or for the
                  protection of the security hereby constituted;

         (h)      to exercise or permit the Company or any nominee of the
                  Company to exercise any powers or rights incidental to the
                  ownership of the Non-Realty Charged Assets in such manner as
                  the Receiver may think fit and, in particular (as regards any
                  shares, stock or other securities for the time being and from
                  time to time included in the

<PAGE>

                                       24

                  Non-Realty Charged Assets) any rights for the time being and
                  from time to time attached thereto;

         (i)      to call up all or any portion of any uncalled capital for the
                  time being and from time to time of the Company;

         (j)      to redeem any interest by way of security for the time being
                  and from time to time ranking in point of security in priority
                  to any of the security hereby constituted and to settle and
                  prove the accounts of the holder of any such interest and any
                  monies paid by way of such redemption shall be an expense of
                  the Receiver's receivership;

         (k)      to settle, adjust, refer to arbitration and compromise any
                  claims, accounts, disputes, questions and demands for the time
                  being and from time to time with or by any person who for the
                  time being and from time to time is, or claims to be, a
                  creditor of the Company or relating in any way to the
                  Non-Realty Charged Assets;

         (l)      to bring, prosecute, enforce, defend and abandon any actions,
                  suits and proceedings in relation to the Company or the
                  Non-Realty Charged Assets;

         (m)      to appoint, hire or employ and to remunerate managers,
                  officers, agents, accountants, clerks, servants, workmen and
                  others on such terms and generally in such manner as the
                  Receiver shall think fit, either in connection with any
                  exercise by the Receiver of his powers by or pursuant to these
                  presents or otherwise for any purpose connected with the
                  Non-Realty Charged Assets, and to discharge any such person;

         (n)      to appoint a solicitor or accountant or other professionally
                  qualified person to advise or assist it in the exercise of any
                  of the powers, authorities and discretions by or pursuant to
                  these presents or otherwise for any purpose connected with the
                  Non-Realty Charged Assets, and to discharge any such person;

         (o)      for the purpose of exercising any of the powers, authorities
                  and discretions conferred on the Receiver by or pursuant to
                  these presents and/or defraying any costs, charges, losses or
                  expenses (including his remuneration) which shall for the time
                  being and from time to time be incurred by him in the exercise
                  thereof or for any other purpose, to make advances or to raise
                  or borrow money either unsecured or secured on the Non-Realty
                  Charged Assets ranking in point of security in priority to,
                  pari passu with, or subsequent to, the security hereby
                  constituted or otherwise and at such rate or rates of interest
                  and generally on such terms and conditions as the Receiver
                  may, in his absolute discretion, think fit;

         (p)      to give valid receipts for all monies and to execute all deeds
                  or documents (including, but without limitation, with full
                  power to convey any assets sold in the name of the Company) as
                  may be necessary or appropriate in the name of, or on

<PAGE>

                                       25

                  behalf of the Company for the purpose of exercising any of the
                  powers, authorities and discretions conferred on the Receiver
                  by or pursuant to these presents and to use the name of the
                  Company for all or any of such powers, authorities and
                  discretions, for which purpose the Company hereby irrevocably
                  appoints every such Receiver to be its attorney; and

         (q)      to do all such other acts, deeds and things as the Receiver
                  may consider necessary or desirable for the realisation of the
                  Non-Realty Charged Assets or as the Receiver may consider
                  incidental or conducive to any of the powers, authorities and
                  discretions conferred on him by or pursuant to these presents,
                  and to do and exercise, in relation to the Non-Realty Charged
                  Assets, all such acts, deeds and things and all such powers,
                  authorities and discretions as the Receiver would be capable
                  of doing and exercising if he were the absolute beneficial
                  owner of the Non-Realty Charged Assets.

(5)      Exercise of Receiver's powers

In the exercise of any of the powers, authorities and discretions conferred on a
Receiver by or pursuant to these presents in relation to any dealing whatsoever
with the Non-Realty Charged Assets, the Receiver:-

(a)      may agree such terms and conditions relating thereto and such
         consideration therefor; and

(b)      may dispose of the Non-Realty Charged Assets in such manner (including,
         but without limitation, by public auction, tender or private treaty)
         and with or without such advertisement and in such lot or lots and
         together or separately;

as the Receiver shall, in his absolute discretion, think fit.

(6)      Immoveable Property

The enforcement of the security constituted by a Land Charge shall be governed
by The Registered Land Law (1995 Revision) as varied and/or added to by the Land
Charge.

8.       RESPONSIBILITY FOR RECEIVER

(1)      Liability of Bank

The Bank shall not incur any liability, either to the Company or to any other
person whomsoever, in respect of any contracts, engagements, acts, omissions,
defaults or losses of any Receiver or for any liabilities incurred by him, for
any misconduct by him or for his remuneration, by reason of the Bank having
appointed him or of the Bank having made or given any direction, either
generally or

<PAGE>

                                       26

specifically, to him or having concurred in any such contract, engagement, act,
omission, default, loss or liability for any other reason whatsoever.

(2)      Remuneration

The Bank may, from time to time, fix the remuneration of any Receiver and direct
payment of the same out of monies accruing to him in the exercise of his powers,
authorities and discretions by or pursuant to these presents, but the Company
alone shall be liable for the payment of that remuneration.

9.       ADDITIONAL POWERS OF THE BANK

(1)      As Mortgagee

The powers, authorities and discretions conferred by or pursuant to these
presents in relation to the Non-Realty Charged Assets on the Bank or any
Receiver shall be in addition to, and not in substitution for, the powers
conferred on mortgagees or receivers by law and, where there is any ambiguity or
conflict between the powers, authorities and discretions conferred by law and
those conferred by or pursuant to these presents, the terms of these presents
shall prevail.

(2)      As Receiver

All or any of the powers, authorities and discretions conferred by or pursuant
to these presents, either expressly or impliedly, upon a Receiver, may be
exercised by the Bank in relation to the Non-Realty Charged Assets without the
Bank having to first appoint a Receiver and/or notwithstanding any such
appointment.

(3)      Delegation of Powers of the Bank

The Bank may, for the time being and from time to time, delegate by power of
attorney or in any other manner (including but without limitation, under the
hand of any manager of the Bank) to any person all or any of the powers,
authorities and discretions which are, for the time being, exercisable by the
Bank under or pursuant to these presents or by law in relation to the Charged
Assets and any such delegation may be made upon and subject to such terms and
conditions (including, but without limitation, the power to sub-delegate) as the
Bank may, in its absolute discretion, think fit and the Bank shall not be liable
or responsible to the Company or any other person for any loss or damage arising
from any act, default, omission or misconduct on the part of any such delegate
(or sub-delegate).

<PAGE>

                                       27

10.      APPROPRIATION

Any monies received by the Bank or a Receiver under or pursuant to these
presents shall, subject to payment of any claims for the time being having
priority to these presents, be applied for the following purposes and in the
following order of priority:-

FIRST: in or towards satisfaction of all the Indebtedness described in Clause
2(2) together with interest on the same as described in Clause 2(3), in such
order as the Bank in its absolute discretion shall decide;

SECOND: in or towards satisfaction of all the Indebtedness described in Clause
2(1), together with interest on the same as described in Clause 2(3), in such
order as the Bank in its absolute discretion shall decide; and

LAST: the surplus (if any) shall be paid to the person or persons for the time
being entitled thereto.

11.      LIABILITY OF THE BANK AND RECEIVER

(1)      General

If the Bank or any Receiver or Delegate shall enter into possession of the
Charged Assets, the Bank or any of them may, from time to time at will, go out
of such possession.

(2)      Exclusion of the Bank's liability

The Bank shall not, in any circumstances, either by reason of any entry by it
into, or taking by it of possession of, the Charged Assets or for any other
reason whatsoever and whether as mortgagee in possession or on any other basis
whatsoever, be liable to account to the Company for anything except the Bank's
own actual receipts or be liable to the Company or any other person for any loss
or damage arising from any realisation by the Bank of the Charged Assets or from
any act, default or omission of the Bank in relation to the Charged Assets or
from any exercise or non-exercise by the Bank of any power, authority or
discretion conferred upon it by or pursuant to these presents, any Land Charge
or by law.

(3)      Exclusion of Receiver's liability

All the provisions of Sub-clause (2) shall apply in respect of the liability of
any Receiver or Delegate in all respects as though every reference in that
Sub-clause to the Bank were also a reference to such Receiver or, as the case
may be, such Delegate.

<PAGE>

                                       28

(4)      Indemnity

The Bank and every Receiver and Delegate shall be entitled to be indemnified out
of the Non-Realty Charged Assets in respect of all liabilities and expenses for
the time being and from time to time incurred by any of them in the execution or
purported execution of any of the powers, authorities and discretions conferred
on them by or pursuant to these presents or by law and against all actions,
proceedings, costs, claims and demands in respect of any matter or thing done or
omitted in any way relating to the Charged Assets and the Bank and every
Receiver may retain and pay all sums in respect of the same out of any monies
received under such powers, authorities and discretions.


12.      POWER OF ATTORNEY

(1)      Appointment

The Company hereby, by way of security, irrevocably appoints the Bank and every
Receiver and Delegate severally to be its attorney and on its behalf and in its
name or otherwise to execute and do all such acts, deeds and things which the
Company ought to do under these presents and generally, on its behalf and in its
name, to exercise all or any of the powers, authorities and discretions
conferred by or pursuant to these presents or by law on the Bank or any Receiver
or Delegate.

(2)      Ratification

The Company hereby ratifies and confirms and agrees to ratify and confirm
whatever any attorney of the Company appointed by these presents shall do or
purport to do in the exercise or purported exercise of all or any of the powers,
authorities and discretions granted to such attorney by these presents.

13.      FURTHER ASSURANCE

The Company shall from time to time execute and do all such acts, deeds and
things as the Bank may reasonably require for perfecting or better perfecting or
protecting or better protecting the security hereby constituted or constituted
by any Land Charge and, after the Indebtedness shall have become payable, for
facilitating the realisation of the Charged Assets and for exercising all
powers, authorities and discretions conferred by or pursuant to these presents,
any Land Charges or by law on the Bank or any Receiver or Delegate or any
receiver under a Land Charge and shall, in particular (but without limitation)
execute and deliver all interests by way of security, transfers, conveyances,
assignments and assurances and give all notices and other communications which
the Bank shall for the time being, think expedient.

<PAGE>

                                       29

14.      PROTECTION FOR THIRD PARTY PURCHASERS

(1)      No purchaser, mortgagee or other person dealing with the Bank or any
         Receiver or Delegate shall be concerned to enquire whether the
         Indebtedness shall have become payable or whether any power, authority
         or discretion which the Bank or a Receiver or Delegate is purporting to
         exercise shall have become exercisable or shall be being properly
         exercised or to see to the application of any monies paid to the Bank
         or a Receiver or Delegate.

(2)      Without prejudice to Sub-clause (1) and in addition to all other
         protection for the time being afforded by law, any purchaser, mortgagee
         or other person dealing with the Bank or any Receiver or Delegate shall
         be entitled and bound to assume without enquiry that the security
         hereby constituted shall have become enforceable.

15.      CONTINUING SECURITY AND AVOIDANCE OF PAYMENTS

(1)      The Security hereby constituted shall be a continuing security and
         shall not be satisfied or discharged by any intermediate payment or
         satisfaction of the Indebtedness.

(2)      No assurance, security or payment which may be avoided under any
         enactment relating to bankruptcy or insolvency or under The Fraudulent
         Dispositions Law, (1996 Revision) (or similar legislation binding on
         the Company in a jurisdiction other than The Cayman Islands), and no
         release, settlement or discharge given or made by the Bank on the faith
         of any such assurance, security or payment, shall prejudice or affect
         the right of such persons to enforce the security hereby constituted or
         any Land Charge.

16.      ADDITIONAL SECURITY, SUSPENSE ACCOUNT AND CONSOLIDATION

(1)      The security hereby constituted shall be in addition to, and shall not
         prejudice, or be prejudiced by, any other interest by way of security,
         right or remedy which the Bank may for the time being and from time to
         time enjoy in respect of the Indebtedness.

(2)      The Bank may, in its absolute discretion, grant time or other
         indulgence or make or grant any other arrangement, variation or release
         to or with any person (and whether or not such person is jointly and/or
         severally liable to the Bank with the Company) in respect of the
         Indebtedness or in respect of any other interest by way of security or
         guarantee therefor, without prejudice either to the security hereby
         constituted or to the liability of the Company for the Indebtedness.

(3)      Any monies received under or pursuant to these presents may be placed
         and kept to the credit of one or more than one suspense accounts with
         the Bank for so long as the Bank may think fit and, notwithstanding the
         other provisions of these presents, without any obligation in the
         meantime to apply the same or any part thereof or interest accruing
         thereon in or

<PAGE>

                                       30

         towards discharge of any of the Indebtedness and, notwithstanding any
         such payment, in the event of any liquidation or winding-up of the
         Company, the Bank may prove for and agree to accept any dividend or
         composition in respect of the whole or any part of the Indebtedness as
         if this Debenture had not been executed and delivered.

(4)      The Bank shall have the right (but not the obligation) exercisable in
         its sole and absolute discretion to consolidate this Debenture with any
         collateral, additional or supplemental interests by way of security
         hereto notwithstanding any provision of any law to the contrary.

17.      NEW ACCOUNT

If the Bank receives notice (whether actual or otherwise) of any interest by way
of security (other than the security hereby constituted) affecting the Charged
Assets, the Bank may forthwith open a new account or accounts for the Company
and, if the Bank does not open a new account, the Bank shall nevertheless be
treated as if it had done so at the time of receipt of such notice and, as from
that time, all monies paid by the Company to the Bank or received by the Bank
for the account of the Company shall be credited and be treated as having been
credited to such new account and shall not operate to reduce the amount due to
the Bank by the Company at the time of receipt of such notice and, furthermore,
the Bank shall be under no obligation to advance any monies or provide or
continue to provide any credit facility to the Company.

18.      SET-OFF

Until this Debenture shall be discharged and notwithstanding any provision of
the Agreement to the contrary (unless the Agreement shall expressly refer to,
and shall negative the effect of, this Clause 18, and in addition to and without
prejudice to Clause 3.1(3) and the interests by way of security constituted
thereby,) it is and shall be a term of each contract relating to each debt
constituted by a credit balance for the time being and from time to time on any
account(s) for the time being and from time to time opened with the Bank at any
of its branches in the name of the Company or to which the Company is
beneficially entitled, together with interest for the time being and from time
to time accrued thereon (all such debts and interest being referred to in this
Clause 18 as the "Balances") or any part thereof shall not be payable or
repayable by the Bank to the Company to the extent that the aggregate amount of
the Balances at any time shall not exceed the Indebtedness, and the Bank may
(but shall not be obliged to) for the time being and from time to time, without
notice to the Company and in addition to any lien or other right to which the
Bank may for the time being be and from time to time entitled by law:-

         (1)      retain the Balances or any part thereof to the extent of the
                  Indebtedness;

         (2)      set off, transfer and/or apply the Balances or any part
                  thereof, together with other sums (if any) for the time being
                  and from time to time owing to the Company and in

<PAGE>

                                       31

                  the hands of the Bank, in or towards payment or satisfaction
                  of the Indebtedness and, if the Bank shall so decide, to
                  purchase out of the Balances such other currencies at the
                  Bank's usual spot rate for the time being as may be necessary
                  to effect such set-off, transfer or application;

         (3)      combine or consolidate all or any of the accounts of the
                  Company with the Bank at any of the branches of the Bank;
                  and/or;

         (4)      refuse payment of any cheque, bill, note, order or notice of
                  withdrawal drawn or made by the Company or upon which the Bank
                  may be otherwise liable and which if paid or complied with
                  would reduce the Balances (exclusive of interest accruing) to
                  less than the amount of the Indebtedness;

and the Bank shall not be liable for any loss to the Company by reason of the
exercise of its rights under this Clause 18 including, but without limitation,
any loss of interest on the Balances.

19.      AMALGAMATION OF BANK

These presents shall remain enforceable, valid and binding for all purposes
notwithstanding any change in the name of the Bank or its absorption of, or by,
or its amalgamation or consolidation with, any other person or any change in its
constitution or that its successors or assigns or the person by which the
business of the Bank may, for the time being and from time to time, be carried
on and shall be available to all such successors, assigns and persons.

20.      NOTICES

Any notice, demand or other communication by the Bank shall be in writing signed
by any manager of the Bank and may be served by delivering the same to the
Company or by post addressed to the Company at the Company's address last known
to the Bank or to the registered office for the time being and from time to time
of the Company and any such notice, demand or other communication so addressed
and posted shall be deemed to have been served at the expiration of forty-eight
hours after it has been posted and shall be effective notwithstanding that it be
returned as being undelivered.

21.      RIGHTS AND REMEDIES

The rights of the Bank under these presents are cumulative, may be exercised as
often as considered appropriate and are in addition to the general law and the
terms and conditions of the Agreement.

<PAGE>

                                       32

Such rights (whether arising hereunder or under the general law or the
Agreement) shall not be capable of being waived or varied otherwise than by an
express waiver or variation in writing and, in particular, any failure to
exercise or delay in exercising any of such rights shall not operate as a waiver
or variation of that or any other such right, any defective or partial exercise
of any such rights shall not preclude any other or further exercise of that or
any other such right, and no act or course of conduct or negotiation by the Bank
or on its behalf shall in any way preclude it from exercising any such right or
constitute a suspension or any variation of any such right. In the event that
there is a conflict between the terms and conditions of the Agreement and the
provisions of this Debenture, the terms and conditions of the Agreement shall
prevail, other than in respect of clause 6 (4) hereof.

22.      SEVERANCE

If at any time any one or more provisions of this Debenture is or becomes
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby.

23.      GOVERNING LAW

These presents shall be governed by, and construed in accordance with, the laws
of the Cayman Islands.

24.      JURISDICTION

The Company hereby irrevocably agrees that the courts of the Cayman Islands are
to have jurisdiction to settle any disputes which arise out of or in connection
with this Debenture and that, accordingly, any suit, action or other legal
proceedings so arising may be brought in such courts. The Company hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such legal proceedings in such courts and any claim
that any such legal proceedings have been brought in an inconvenient forum, and
further hereby irrevocably agrees that a judgment in any such legal proceedings
brought in such courts shall be conclusive and binding upon it and may be
enforced in the Courts of any other jurisdiction without re-examination of the
merits.

Nothing contained in this provision shall limit the right of the Bank to take
any such legal proceedings in any other court of competent jurisdiction; nor
shall the taking of any legal proceedings in one jurisdiction preclude the
taking of legal proceedings in another, whether concurrently or not. The Company
hereby agrees that the process by which any such legal proceedings are begun in
the Cayman Islands may be served on it by being delivered to the person (if any)
specified in Schedule 5.

<PAGE>

                                       33

25.      FURTHER ADVANCES

Each and every obligation (if any) for the time being and from time to time of
the Bank to make further advances to the Company under and in accordance with
the terms of the Agreement shall be deemed to be included in this Debenture as
if the same were set out herein in full.

26.      STAMPING

This Debenture shall at the Company's expense be impressed with stamp duty
initially to cover U.S.$ 22,000,000.00 of the Indebtedness and the Bank shall be
at liberty and is hereby empowered at any time or times hereafter (without any
such licence or consent on the part of the Company) to impress such additional
stamp duty hereon or on any collateral, supplemental or additional interests by
way of security to this Debenture all at the Company's own cost and expense as
is necessary to cover the Indebtedness.

IN WITNESS whereof this document has been executed as a deed and delivered the
day and year first above written.

                                   SCHEDULE 1

                     Description of the Immoveable Property
                         charged under Clause 3.1(1)(a)

                     West Bay Beach North Block 11D Parcels 8 and 40
                     West Bay North East Block 9A Parcels 8 and 469
                     West Bay Beach South Block 12D Parcel 79 REM 1/2

<PAGE>

                                       34

                                   SCHEDULE 2

                  Description and location of the Specifically
                                  Charged Plant

                  1.       Governor's Harbour Seawater Desalination Plant - WBBN
                                        Block 11D Parcels 8 and 40

         A seawater desalination plant constructed within a steel building ,
         utilizing reverse osmosis technology, capable of producing 1.2 million
         US gallons of potable water per day, whose primary components are :-

-        two positive displacement pumps with a pumping capacity of 410 US
         gallons per minute each;

-        two " back up " centrifugal pumps with a pumping capacity of 300 US
         gallons per minute each;

-        77 vessels (measuring approximately 265 inches in length and 8 inches
         in diameter) each housing six spiral wound seawater membranes
         (measuring approximately 40 inches in length and 8 inches in diameter);

-        a DWEER work exchanger energy recovery system;

-        an air scrubber to remove the hydrogen sulphide from the product water,
         which is capable of scrubbing approximately 800 US gallons of water per
         minute;

-        Paragon TNT v5.0 cintrol software on Gateway hardware with I/O System
         Opto 22 and Optomux interface controller to control the operations of
         the plant.

                  2.       West Bay Seawater Desalination Plant-WBNE Block 9A
                                           Parcels 8 and 469

         A seawater desalination plant constructed within a steel building,
         utilizing reverse osmosis technology, capable of producing 710,000 US
         gallons of potable water per day, whose primary components are:-

-        two positive displacement pumps with a pumping capacity of 386 US
         gallons per minute each;

<PAGE>

                                       35

-        43 vessels (measuring approximately 280 inches in length and 8 inches
         in diameter) each housing seven spiral wound seawater membranes
         (measuring approximately 40 inches in length and 8 inches in diameter);

-        one hydraulic turbo energy recovery system;

-        one DWEER work exchanger energy recovery system;

-        an air scrubber to remove the hydrogen sulphide from the product water,
         which is capable of scrubbing 1000 US gallons of water per minute; and

-        an Allen Bradley SLC500 Programmable Logic Controller (PLC) linked to
         a Compaq PC computer running Windows NT 4.0 and Wintelligent View
         interfaced with the PLC to control the operation of the plant.

                  3.       Britannia Seawater Desalination Plant - WBBS Block
                                         12D Parcel 79REM1/2

              A seawater desalination plant constructed within a steel building
              utilizing reverse osmosis technology, capable of producing 440,000
              US gallons of potable water per day, whose primary components
              are:-

-        four skid- mounted seawater RO plants with desalinated water production
         capacities of 110,000 US gallons per day each , and utilizing electric
         powered high pressure pumps and calder energy recovery devices;

-        one potable water ozonation system used to neutralize hydrogen sulphide
         and disinfect the product water;

-        one 840,000 US gallon bolted steel tank used to store potable water;

*        one high service pump station used to pump water from the bolted steel
tank to the distribution pipeline

                                   SCHEDULE 3

             Description of certain Specifically Charged Securities
                         charged under Clause 3.1(3)(f)

<PAGE>

                                       36

                                   SCHEDULE 4

           Description of Bank Accounts charged under Clause 3.1(3)(p)

                                   SCHEDULE 5

              Name and address of person (if any) to accept service
                       of process on behalf of the Company

The Common Seal of                    )          Consolidated Water Co. Ltd.
Consolidated Water Co. Ltd.  ]        )
was hereunto affixed                  )          By: /s/ Jeffrey M. Parker
By:                                   )              --------------------------
And by:                               )      And By: /s/ Frederick W. McTaggart
in the presence of:                   )              --------------------------

/s/ Richard L. Finlay
------------------------
Witness

                                             Scotiabank (Cayman Islands) Ltd.

Signed as a Deed by                   )          By: /s/ Alan Brodie
                                 by   )              --------------------------
By:                                   )      And By: /s/
On behalf of Scotiabank (Cayman       )              --------------------------
Islands) Ltd.
In the presence of                    )

[ILLEGIBLE]
------------------------
Witness                                     Scotiabank/Consolidated/Sub. Deb.

<PAGE>

                                   DATED    2003

                           CONSOLIDATED WATER CO. LTD.

                                   AS COMPANY

                                     - AND -

                        SCOTIABANK (CAYMAN ISLANDS ) LTD.

                                     AS BANK

                          DEED OF SUBSTITUTED DEBENTURE

<PAGE>

                                      (i)

                                      INDEX

CLAUSES

1.       DEFINITIONS AND INTERPRETATION

2.       MONIES SECURED

         (1)      Monies

         (2)      Costs

         (3)      Interest

3.       THE CHARGES

3.1      Charging provision

                  Immoveable Property

                  Specifically Charged Plant

                  Trading Debts

                  Non-Trading Debts

                  Specifically Charged Securities

                  Goodwill and uncalled capital

                  Intellectual Property

                  Ancillary assets

                  Bank Accounts

                  Other assets

3.2      Crystallisation of floating charge

3.3      Negative pledge

3.4      Land Charges

<PAGE>

                                      (ii)

4.       REPRESENTATIONS & WARRANTIES

5.       COVENANTS

         (1)      Documents of title to Immoveable Property and Specifically
                  Charged Plant and Securities

         (2)      Further charges

         (3)      Future Immoveable Property and Specifically Charged Plant and
                  Securities

         (4)      Maintenance

         (5)      Insurance

         (6)      Registration under The Registered Land Law

         (7)      Notices affecting Immoveable Property or Specifically Charged
                  Plant

         (8)      Planning Legislation

         (9)      Other compliance with law

         (10)     Compliance with contracts

         (11)     Leases or licences of Immoveable Property and Intellectual
                  Property: as lessee or Licensee

         (12)     Leases of licences of Immoveable Property and Intellectual
                  Property; as lessor or licensor

         (13)     Removal and severance

         (14)     Specifically Charged Plant

<PAGE>

                                     (iii)

         (15)     Debts and Bank Accounts

         (16)     Specifically Charged Securities

         (17)     Uncalled capital

         (18)     Secured loan capital

         (19)     Intellectual Property

         (20)     Information, inspection and remedy

         (21)     Disposal of Specifically Charged Assets and other Charged
                  Assets

         (22)     Conduct of business

         (23)     Insolvency

6.       EVENTS OF DEFAULT

7.       APPOINTMENT OF RECEIVER AND POWER OF SALE

         (1)      Time

         (2)      Power of Sale and Enforcement

         (3)      Removal of Receiver

         (4)      Receiver's Powers

         (5)      Exercise of Receiver's Powers

         (6)      Immoveable Property

8.       RESPONSIBILITY FOR RECEIVER

         (1)      Liability of Bank

         (2)      Remuneration

<PAGE>

                                      (iv)

9.       ADDITIONAL POWERS OF THE BANK

         (1)      As Mortgagee

         (2)      As Receiver

         (3)      Delegation of powers of the Bank

10.      APPROPRIATION

11.      LIABILITY OF THE BANK AND RECEIVER

         (1)      General

         (2)      Exclusion of the Bank's liability

         (3)      Exclusion of Receiver's liability

         (4)      Indemnity

12.      POWER OF ATTORNEY

         (1)      Appointment

         (2)      Ratification

13.      FURTHER ASSURANCE

14.      PROTECTION FOR THIRD PARTY PURCHASERS

15.      CONTINUING SECURITY AND AVOIDANCE OF PAYMENTS

16.      ADDITIONAL SECURITY, SUSPENSE ACCOUNT AND CONSOLIDATION

17.      NEW ACCOUNT

<PAGE>

                                      (v)

18.      SET-OFF

19.      AMALGAMATION OF BANK

20.      NOTICES

21.      RIGHTS AND REMEDIES

22.      SEVERANCE

23.      GOVERNING LAW

24.      JURISDICTION

25.      FURTHER ADVANCES

26.      STAMPING

SCHEDULE 1       Description of the Immovable
                 Property charged under Clause
                 3.1(1)(a)

SCHEDULE 2       Description and location
                 of Specifically Charged Plant

SCHEDULE 3       Description of certain
                 Specifically Charged Securities
                 charged under Clause 3.1(3)(f)

SCHEDULE 4       Description of the Bank Accounts charged under Clause 3.1(3)(p)

<PAGE>

                                      (vi)

SCHEDULE 5       Name and address of person (if
                 any) to accept service of process
                 on behalf of Company