Exhibit 10.0
**DEED OF INDEMNITY**
**THIS DEED OF INDEMNITY**is made the       day of    , 200   **BETWEENCONSOLIDATED WATER CO. LTD.**, a Cayman Islands company having its registeredoffice at Trafalgar Place, West Bay Road, P.O. Box 1114, George Town, GrandCayman B.W.I. (“the Company”), **AND       **of      , Grand Cayman B.W.I. (“the Officer” which expressionincludes his personal representatives)
**RECITALS:-**
(A) The Officer is *[a Director/the Secretary, President, etc.]*of theCompany. (B) By an agreement dated       , the Officer accepted the office of      on the understanding *inter alia*that the indemnity *[thencontained in Article 129 and now replaced in similar terms by Article40.01***OR***contained in Article 40.01]*of the Company’s Articles ofAssociation would be enforceable by him as a term of his accepting theoffice.
OR
(B) By a resolution of the Directors of the Company passed on   , the Officer was appointed a Director of the Company andhe accepted that office on the understanding *inter alia*that the indemnity*[then contained in Article 129 and now replaced in similar terms byArticle 40.01***OR***contained in Article 40.01]*of the Company’s Articles ofAssociation would be enforceable by him as a term of his accepting theoffice. (C) Legal advice recently obtained by the Company indicates that theindemnity referred to above may not be directly enforceable by the Officerwho has indicated his unwillingness to continue to act as          unless the Company gives him a directly enforceable indemnity in similarterms. (D) The Company has always intended that the Officer should have thatindemnity with effect from the earliest date on which the Officer became*[an officer***or***a director***or***an officer and director]*of the Company andthe parties have accordingly agreed to execute this Deed as an amendmentto the terms on which the Officer presently acts as          of theCompany.
**IT IS AGREED**as follows:-
**Interpretation**
1. In this Deed:
  (a). words of one gender include any other gender;
 

 

  (b). singular words include the plural and vice versa;   (c). the clause headings are included for convenience only and have no legal effect.
**Indemnity**
2. In consideration of the Officer agreeing to continue to act as         , the Company will, with effect from the earliest date on whichthe Officer became *[an officer***or***a director***or***an officer and director]*of the Company but subject to Clause 3,
(a) indemnify and keep indemnified the Officer, both while he is aDirector or officer of the Company and after he has ceased to be such,from and against all actions, proceedings, costs, charges, losses,damages and expenses which he incurs or sustains by reason of any actdone or omitted in or about the execution of his duties in any ofthose offices except any which the Officer incurs or sustains by orthrough his own wilful neglect or default; and (b) ensure that the Officer will not be answerable for:-
(i) the acts, omissions, neglects or defaults of any otherDirector or officer or trustee or (ii) joining in any receipt for the sake of conformity or (iii) the solvency or honesty of any banker or other personswith whom any money or effects belonging to the Company may belodged or deposited for safekeeping or (iv) any insufficiency of any security on which any of theCompany’s money may be invested or (v) any other loss or damage due to any of those causes orwhich may happen in or about the execution of his office
  unless it happens through his own wilful neglect or default.
**Control of Third Party Actions**       3.(1)Promptly after the Officer’s receipt of notice of the commencement ofany action or proceeding described in Clause 2, the Officer must, if heintends to make a claim for indemnification and/or reimbursement inrespect of it against the Company under this Deed, notify the Company inwriting of its commencement. If he does so, the Company may participate inthe action or proceeding and, to the extent that it wishes to do so,assume its defence, with attorneys reasonably acceptable to the Officer.
(2) After the Company notifies the Officer of its election to assumethe defence of any such action or proceeding, it will not be liable tothe Officer for any legal or otherexpenses subsequently incurred by the Officer in connection with thedefence other than reasonable costs of investigation, unless theCompany either
 

 

(a) fails to employ attorneys reasonably acceptable to theOfficer to represent the Officer within a reasonable time afterreceiving the notice of commencement of the action; or (b) specifically authorises the separate employment ofattorneys for the Officer at the Company’s expense.
(3) If the Officer fails promptly to notify the Company in writing ofthe commencement of any action or proceeding described in Clause 2,the Company will have no liability to the Officer under this Deedunless the Officer proves to the satisfaction of the Directors (theOfficer, if he is a Director, being for this purpose required toabstain) after taking such legal and other advice and attempting toobtain such information as they in their absolute discretion thinkfit, that
(a) any insurance against Directors and Officers Liabilityinstituted by the Company will not be avoided or its benefitsreduced by that delay in notifying the Company (and therefore inthe Company notifying its insurers) of the potential liability;and (b) the Company has not been prejudiced in its possibledefence of the action or proceeding by the delay in notifying it.
(4) Despite anything in this Clause 3, the Company may afterconsidering the circumstances of the case waive its right to berelieved of its liability under this Deed and by resolution of theDirectors (the Officer, if he is a Director, being for this purposerequired to abstain) agree to indemnify the Officer in accordance withClause 2 despite receiving late notification from the Officer of thecommencement of the action or proceeding.
**Confirmation of Existing Terms**
4.      In all other respects, the terms on which the Officer acts as         of the Company are confirmed without amendment.
**Notices**
5.      Any notice to be served under this Deed must be in writing and will bedeemed duly served if in the case of one addressed to the Company it issent by registered post or left at the Company’s registered office, or inthe case of one sent to the Vice-President it is handed to him personallyor is sent by registered post to his last known residential address in theCayman Islands. A notice sent by post will be deemed to be served on thethird day following the date on which it is posted.
**Severability**
6.      Whenever possible, each provision of this Deed will be interpreted insuch a manner as to be effective and valid, but if any provision of thisDeed or the application of it is prohibited or held to be invalid, thatprohibition or invalidity will not affect any other provision, or the
 

 

  application of any other provision which can be given effect without theinvalid provision or application, and to this end the provisions of thisDeed are declared to be severable.
**Applicable Law and Jurisdiction**
7.      This Deed will be construed and the legal relations between the partiesdetermined in accordance with the laws of the Cayman Islands and theparties agree to submit to the jurisdiction of the Cayman Islands Courts.         **EXECUTED**as a deed and delivered for  )  **CONSOLIDATED WATER CO. LTD.**and on behalf of **CONSOLIDATED**  )     **WATER CO. LTD.** by  )                 and  )  Per:    )    in the presence of:-  )    Director  )       )  Per:         Witness  )    Director/Secretary         **EXECUTED**as a deed and delivered by  )     in the presence  )     of:-  )        )    )       )     Witness