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                                                                     EXHIBIT 2.3



                             DATED: OCTOBER 8, 2002





                                   AGREEMENT

                                    BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                      AND

                         SAGE WATER HOLDINGS (BVI) LTD.












                       CHARLES ADAMS, RITCHIE & DUCKWORTH
                                  ZEPHYR HOUSE
                                P.O. BOX 709 GT
                                  MARY STREET
                                  GRAND CAYMAN
                                 CAYMAN ISLANDS
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                   AGREEMENT RE: OCEAN CONVERSION (BVI) LTD.

BETWEEN:

(1)      Consolidated Water Co. Ltd. of P.O. Box 1114 GT, Grand Cayman
         (hereinafter called "Consolidated") of the first part; and

(2)      Sage Water Holdings (BVI) Ltd. of P.O. Box 681, Road Town, Tortola, BVI
         (hereinafter called "Sage") of the second part.

WHEREAS:

(a)      Sage is the holder of 555,000 Class B voting shares of Ocean Conversion
         (BVI) Ltd. ("OCBVI") ("the Company") and holds a 45% profit sharing
         interest pursuant to Deeds of Assignment made between Sage and Edmund
         Gibbons Limited ("EOL") and North America Mortgage and Finance
         Corporation ("NAMF") respectively dated June 30th, 1997;

(b)      NAMF is the holder of 535,000 Class A voting shares of the Company
         ("the NAMF shares") and together with EGL holds a 55% profit sharing
         interest pursuant to Share Repurchase and Profit Sharing Agreements
         dated December 3rd, 1993 (as amended) (the "PSAs");

(c)      DesalCo Limited ("DesalCo") is the holder of 120,000 Class C non-voting
         shares of the Company ("the DesalCo shares"). Consolidated intends to
         acquire the entire issued share capital of DesalCo.

(d)      Consolidated intends to acquire the NAMF shares and take an assignment
         and novation of the PSAs following which Consolidated and Sage, with
         the consent of the Company, intend to release their interests under the
         PSAs and enter into a new amended and restated profit sharing agreement
         with the Company;

(e)      Under the Articles of Association of the Company the approval of the
         Board of Directors is required to the proposed transfer of the NAMF
         shares to Consolidated. Under the PSAs, the consent of the Company,
         Sage and others is required to the proposed assignment and novation of
         the PSAs to Consolidated;

(f)      Sage has agreed to approve, and to cause the Company to approve, the
         share transfers and assignment and novation as aforesaid on the terms
         hereof.

Now, therefore, for and in consideration of the promises herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged the
parties hereto agree as follows:


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1.       CONDITIONS PRECEDENT


         The obligations of the parties hereunder are conditional on the
         following conditions precedent, all of which are for the benefit of
         Consolidated:

         (a)         the Completion of a purchase of shares by Consolidated
                     under a Share Sale Agreement with North-American Mortgage &
                     Finance Corporation and Transcontinental Finance
                     Corporation Ltd. dated October 4, 2002.

         (b)         the Completion of the purchase of shares by Consolidated
                     under a Share Sale Agreement with William T. and Margaret
                     D. Andrews dated October 4, 2002.

         If any of the above conditions precedent is not fulfilled (or at the
         option of Consolidated, waived in writing) by November 29, 2002 (or
         such later date as the parties may agree in writing) this Agreement
         shall cease to be in effect and neither party shall have any claim
         arising from it against the other.

2.       COVENANTS OF THE PARTIES

         Subject to the satisfaction of the conditions precedent in paragraph 1,
         the parties agree that Completion shall take place at the offices of
         the Purchaser's attorneys, Charles Adams, Ritchie & Duckworth, 4th
         Floor Zephyr House, Mary Street, George Town, Grand Cayman on November
         29, 2002 at ten a.m. or such earlier date as Consolidated may specify
         after giving 5 business days notice to Sage:

         (a)         Sage will cause the Company to adopt the resolutions
                     attached as Schedule 1 as and when requested by
                     Consolidated;

         (b)         Sage will provide its consent to and execute the proposed
                     assignment and novation of the PSAs, which assignment and
                     novation shall be in the form attached as Schedule 2, as
                     and when requested by Consolidated;

         (c)         Consolidated and Sage will enter into an amendment to the
                     PSAs with the Company in the form attached as Schedule 3;

         (d)         Consolidated will cause DesalCo to enter into an amendment
                     to the Management Services Contract between the Company and
                     DesalCo dated September 30th, 1992 (as amended) in the form
                     attached as Schedule 4; and

         (e)         Sage will and Consolidated will cause DesalCo to enter into
                     the Share Sale Agreement on the terms of Schedule 5.

3.   GENERAL












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3.1      Except as provided herein, no announcement of any kind shall be made
         with respect to the subject matter of this Agreement unless
         specifically agreed between the parties. Sage agrees that Consolidated
         may, without any prior notice or consultation with Sage, make such
         announcements and disclosures as may be required pursuant to the
         relevant laws, rules or regulations relating to the listing or offering
         of the Consolidated's Shares on the NASDAQ Exchange.

3.2      If this Agreement ceases to have effect Consolidated will release and
         return to Sage all documents provided to Consolidated or its advisers
         in connection with this Agreement and will not use or make available to
         any other person any information which it or its advisers have been
         given in respect of the Company and which is not in the public domain.

3.3      This agreement shall be binding upon each party's successors and
         assigns and personal representatives (as the case may be) but, except
         as provided herein, none of the rights of the parties under this
         Agreement may be assigned to transferred.

3.4      All expenses incurred, including all fees of solicitors, accountants
         and other professionals required to effect the transactions referred to
         in paragraph 2 above shall be for the account of Consolidated.
         Otherwise, the expenses incurred by the parties in the negotiation
         preparation or execution of this Agreement shall be borne solely by the
         party who incurred the liability.

3.5      Time shall be of the essence of this agreement.

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

3.6.1    if personally delivered, at the time of delivery:

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

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

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

4.       GOVERNING LAW AND JURISDICTION

         4.1      This Agreement is governed by and shall be construed in
                  accordance with the laws of the British Virgin Islands.

         4.2      The parties hereto agree that the Courts of the British Virgin
                  Islands shall have the exclusive jurisdiction to settle any
                  disputes that may arise in connection with this Agreement and
                  that any judgment or order of a British Virgin Islands Court
                  in connection with this Agreement is conclusive and binding on
                  them and may be enforced against them in the courts of any
                  other jurisdiction. This clause is for the benefit of
                  Consolidated only and shall not limit the right of
                  Consolidated to bring proceedings against the other parties in
                  connection with this Agreement in any other court of competent
                  jurisdiction or concurrently in more than one jurisdiction.

         4.3      Sage and the Company waive any objection which they may have
                  to the courts of the British Virgin Islands on the grounds of
                  venue or forum non conveniens or any similar grounds as
                  regards proceedings in connection with this Agreement and the
                  consents to service of process by mail or by any other manner
                  permitted by the relevant law.

         4.4      Without prejudice of the rights of Consolidated to employ any
                  method of service permitted by British Virgin Islands law,
                  Sage and the Company hereby irrevocably appoint Farara
                  George-Creque & Kerins, 125 Main Street, P.O. Box 144, Road
                  Town, Tortola as their authorised agent for service of process
                  in the British Virgin Islands. Any claim, form, writ, summons,
                  judgment or other notice of legal process shall be
                  sufficiently served on them if delivered to that agent at its
                  address for the time being. They shall not revoke the
                  authority of that agent. If for any reason such agent no
                  longer serves as agent of theirs to receive service of
                  process, they shall promptly appoint another such agent and
                  immediately advise the Consolidated of that appointment.


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

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SIGNED for and on behalf of
Consolidated Water Co. Ltd.
in the presence of:
Frederick N. McTaggart                   /s/ Jeffrey M. Parker
                                            ----------------------


/s/ Frederick N. McTaggart
--------------------------
Witness


SIGNED for and on behalf of
Sage Water Holdings (BVI) Ltd.
in the presence of:
Zinmavo Byett Ryan                       /s/ Glenn Harrigan
                                            ----------------------


/s/ Zinmavo Byett Ryan
----------------------
Witness