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                                                                     EXHIBIT 2.1

                            DATED: OCTOBER 4th, 2002




                              SHARE SALE AGREEMENT

                                     BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                   WILLIAM T. ANDREWS AND MARGARET D. ANDREWS




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


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                                       1

                              SHARE SALE AGREEMENT

THIS SHARE SALE AGREEMENT is made this 4th day of October 2002

BETWEEN:

(1)      CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
         Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
         (hereinafter "the Purchaser") of the first part; and

(2)      WILLIAM T. ANDREWS and MARGARET D. ANDREWS of 12 Chapel Road, Paget, PG
         02, Bermuda (the "Vendors") of the second part.

WHEREAS:

The Purchaser wishes to acquire the entire issued share capital of DesalCo
Limited (which owns the entire issued share capital of DesalCo (Barbados) Ltd.)
from the Vendors on the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

         1.1.     In this Agreement the following words and expressions have the
                  following meanings (save where (1) expressly otherwise
                  provided or (2) the Agreement otherwise requires):

                  "Affiliates" means at any time with respect to a person,
                  another person that directly, or indirectly through one or
                  more intermediaries, controls, or is controlled by, or is
                  under common control with, such person;

                  "BACO" means Bacardi & Company Limited, a company incorporated
                  in Vaduz, Liechtenstein, with its principal offices at the
                  Bacardi plant situate at Millar Road, Nassau, Bahamas;

                  "Binder Volumes" means the files of documents referred to in
                  clause 5 of Schedule 2, the indexes of which have been marked
                  and initialed by way of confirmation of the contents of such
                  files;

                  "Business Day" means a day on which class A licensed banks are
                  open for business in the Cayman Islands;

                  "Business" means the business of the design, bidding,
                  supplying, installation, management and/or operation of
                  seawater desalination plants in the Caribbean Basin;

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                  "Caribbean Basin" shall have the meaning as set out in
                  Schedule 5;

                  "Company" means DesalCo Limited, formerly Sea Conversion
                  Technology Ltd., the registered office of which is c/o
                  Campbell Corporate Services Limited, 4th floor, Scotiabank
                  Building, P.O. Box 884GT, Grand Cayman, Cayman Islands;

                  "Company's Auditors" means Deloitte & Touche, Bermuda;

                  "Completion" means completion of the sale and purchase of the
                  Shares;

                  "Deed of Release" means the deed in the form set out in
                  Schedule 3;

                  "DesalCo Group" means the Company and DesalCo (Barbados) Ltd.
                  together or, where the context requires, either of them
                  individually;

                  "Disclosure Letter" means the letter dated the date hereof
                  written by or on behalf of the Vendors to the Purchaser and
                  signed by the Vendors;

                  "DWEER Distributorship Agreement" means the Agreement the form
                  of which is attached as Schedule 6 dated 24th September, 2002
                  between the Company and DWEER-Tech;

                  "DWEER-Tech" means DWEER Technology Ltd., a Cayman Islands
                  exempted company, owned by the Vendors;

                  "DWEER Transfer Agreement" means the Agreement for the sale of
                  the business of designing, developing, manufacturing,
                  marketing and selling DWEER Products and the patents, patent
                  applications and other intellectual property relating to DWEER
                  products dated 11th April, 2002 between the Company and
                  DWEER-Tech, as amended and restated as the Amended and
                  Restated Agreement for the sale of the business of designing,
                  developing, manufacturing, marketing and selling DWEER
                  Products and the patents, patent applications and other
                  intellectual property relating to DWEER products and
                  Associated Technology on 24th September, 2002, the form of
                  which is attached hereto as Schedule 7;

                  "Engineering Services Agreement" means the agreement in the
                  form attached as Schedule 8 to be entered into by the Company
                  and DWEER Technology Ltd.;

                  "the LT Investments" means the amount of US$1,571,131
                  representing the value of the Company's investments in WCL,
                  OCC and OCBVI as set out in Schedule 1, and Note 5 of the Last
                  Accounts of the Company;

                  "the Licences" means A Licence to Produce Water from Seawater
                  provided to Ocean Conversion (Cayman) Limited by the
                  Government of


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                                       3

                  the Cayman Islands dated April 25, 1994, a Licence to Produce
                  and Supply Potable Water from Seawater provided to Ocean
                  Conversion (Cayman) Ltd. by the Government of the Cayman
                  Islands dated June 18, 1997 and a Licence to Produce and
                  Supply Water from Seawater provided to Ocean Conversion
                  (Cayman) Ltd. by the Government of the Cayman Islands dated
                  December 31, 2001, all as amended;

                  "TCF/NAMF Agreement" means the Share Sale Agreement between
                  the Purchaser and North-American Mortgage & Finance
                  Corporation (hereinafter "NAMF") and Transcontinental Finance
                  Corporation Limited (hereinafter "TCP") of even date, a copy
                  of which (excluding Schedule 5 thereto) is attached as
                  Schedule 9;

                  "Last Accounts" means the audited accounts of the DesalCo
                  Group as at June 30th, 2002;

                  "Last Accounts Date" means June 30th, 2002;

                  "Purchase Price" means the consideration payable by the
                  Purchaser to the Vendors as calculated pursuant to clause 3.1;

                  "Shares" means the issued shares of the Company held by the
                  Vendors as set out in Schedule 1;

                  "Warranties" means the warranties and representations by the
                  Vendors in clause 6;

                  "Water Supply Companies" means the companies listed in
                  Schedule 1 and "Water Supply Company" shall be construed
                  accordingly. With the exception of the Company, the individual
                  Water Supply Companies shall be referred to in this Agreement
                  by the initials appearing next to their names in Schedule 1;

                  "WCL JV Agreement" means the Joint Venture Agreement, dated
                  10th November, 1995, between the Company and BACO;

         1.2.     All references in this Agreement to a statutory provision
                  shall be construed as including references to:

                  1.2.1    Any statutory modification, consolidation or
                           re-enactment thereof being in force at Completion;

                  1.2.2.   All statutory instruments or orders made pursuant to
                           such statutory provision; and

                  1.2.3.   Any statutory provisions of which such statutory
                           provision is a consolidation, re-enactment or
                           modification.


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         1.3.     Any reference in this Agreement to the Vendors (or either of
                  them) includes their respective personal representatives.

         1.4.     In this Agreement any word or expression that imports any
                  gender shall include all genders and the singular shall
                  include the plural and vice versa.

         1.5.     Clause headings in this Agreement are for ease of reference
                  only and do not affect the construction of any provision.

         1.6.     The schedules hereto form part of this Agreement and shall
                  have effect as if set out herein. Any reference to this or the
                  "Agreement" (whether in this Agreement or in the schedules
                  hereto) shall include both this Agreement and the schedules
                  hereto.

2.       AGREEMENT FOR SALE

         Subject to the terms and conditions of this Agreement, the Vendors
         shall sell as beneficial owners and the Purchaser shall purchase the
         Shares, free from all liens, charges and encumbrances and with all
         rights attaching to them, with effect from Completion.

3.       PURCHASE CONSIDERATION

         3.1      The Purchase Price for the Shares shall be *, subject to
                  adjustment pursuant to clauses 3.2 to 3.5 inclusive in the
                  order that such clauses are set out below;

         3.2      The purchase price of * provided for in clause 3.1 shall be
                  adjusted (by increasing if the amount is positive or
                  decreasing if the amount is negative the same as necessary) by
                  an amount (if any) equal to "Total Current Assets of DesalCo
                  Group" minus "Total Current Liabilities of DesalCo Group" as
                  at the end of the calendar month immediately prior to
                  Completion. "Total Current Assets of DesalCo Group" and "Total
                  Current Liabilities of DesalCo Group" shall be determined from
                  the consolidated balance sheet of the DesalCo Group as at the
                  end of the calendar month immediately prior to Completion.
                  These amounts shall be as agreed by the parties and in the
                  absence of agreement reached five Business Days prior to
                  Completion shall be determined at the expense of the Purchaser
                  by the Company's Auditors.

         3.3      The purchase price of * provided for in clause 3.1 as adjusted
                  by clause 3.2 shall be further adjusted (by increasing if the
                  amount is positive or decreasing if the amount is negative the
                  same as necessary) by an amount equal to:

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* Omitted pursuant to a request for confidential treatment.

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                                       5

                  (i)      9.09% of "Actual Gross Equity of OCC" minus
                           "Calculated Gross Equity of OCC" as at the end of the
                           calendar month immediately prior to Completion; and

                  (ii)     7.14% of "Actual Gross Equity of OCBVI" minus
                           "Calculated Gross Equity of OCBVI" as at the end of
                           the calendar month immediately prior to Completion.

                  "Actual Gross Equity of OCC", "Calculated Gross Equity of
                  OCC", "Actual Gross Equity of OCBVI" and "Calculated Gross
                  Equity of OCBVI" shall have the meanings as defined in the
                  TCF/NAMF Agreement.

         3.4      The parties agree that the purchase price of * provided for in
                  clause 3.1 as adjusted by clause 3.2 and clause 3.3 above is
                  based on the assumption that the business of the Water Supply
                  Companies (excluding for the purposes of this clause only,
                  WCL), shall, from the end of the calendar month immediately
                  prior to Completion until the date of Completion, be conducted
                  and operated in its usual and normal manner and that they do
                  not suffer or incur any extraordinary, non-recurring or
                  unusual losses or expenses or make any dividend payments. To
                  the extent that such losses or expenses are incurred or
                  dividends paid during the period aforementioned, the purchase
                  price of * provided for in clause 3.1 as adjusted by clause
                  3.2 and clause 3.3 above shall be decreased as follows:


                  (a)      to the full extent of the impact of such event on
                           shareholders' equity of the DesalCo Group during the
                           period aforementioned. Shareholders' equity of the
                           DesalCo Group shall be as agreed by the parties and
                           in the absence of agreement shall be determined in
                           accordance with the following provisions hereof; and

                  (b)      by 7.14% of the impact of such event on Actual Gross
                           Equity of OCBVI during the period aforementioned as
                           determined under the TCF/NAMF Agreement; and


                  (c)      by 9.09% of the impact of such event on Actual Gross
                           Equity of OCC during the period aforementioned as
                           determined under the TCF/NAMF Agreement.

                  In the absence of agreement under sub-clause (a) above or
                  determination of Actual Gross Equity of OCBVI or Actual Gross
                  Equity of OCC under the TCF/NAMF Agreement by or on Completion
                  the Purchaser may retain such amount of the Purchase Price as
                  is reasonable and following Completion the amount of the
                  decrease in the Purchase Price shall be determined as soon as
                  reasonably possible at the expense of the Purchaser (i) by the
                  Company's auditors (in the case of a reduction under
                  sub-clause


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* Omitted pursuant to a request for confidential treatment.
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                                       6

                  (a) above) or (ii) under the TCF/NAMF Agreement (in the case
                  of a deduction pursuant to sub-clause (b) or (c) above).
                  Within five (5) working days of such determination, in the
                  event that the amount so retained exceeds the amount so
                  determined the difference shall be paid by the Purchaser to
                  the Vendors and in the event that the amount so retained is
                  less than the amount so determined the difference shall be
                  paid by the Vendors to the Purchaser.

         3.5      The Purchase Price of * as provided for in clause 3.1, as
                  adjusted by clauses 3.2 to 3.4 (inclusive) above shall be
                  further adjusted by increasing the same by a simple interest
                  factor calculated on the same at the rate of 10% per annum
                  (based on a 365 day year) calculated daily for the period of
                  July 1, 2002 until the date of Completion.

         3.6      The Purchase Price shall be paid, at the option of the
                  Vendors, by way of bankers draft drawn on a Cayman Islands
                  class A licensed bank or wire transfer to such account as the
                  Vendors may designate.

         3.7      In the event that the Purchaser completes the purchase of the
                  shares held by BACO in WCL within 180 days of Completion
                  hereunder, the Vendors agree that they will pay to the
                  Purchaser a sum equal to * minus any lesser amount payable to
                  BACO per share under such sale i.e. *. This clause shall
                  survive Completion.

4.       CONDITIONS PRECEDENT AND RESCISSION

         4.1      Completion is conditional on the following conditions
                  precedent, all of which are for the benefit of the Purchaser:

                  (a)      the contemporaneous completion of the TCF/NAMF
                           Agreement;

                  (b)      the execution and exchange of a share purchase
                           agreement between the Purchaser and BACO, in relation
                           to the shares held by BACO in WCL; and

                  (c)      the approval in writing of the Governor in Council of
                           the Cayman Islands to the purchase by the Purchaser
                           of the Shares pursuant to the Licences.

                  The Purchaser agrees to use its best efforts to negotiate,
                  execute and exchange a share purchase agreement between the
                  Purchaser and BACO in relation to the shares held by BACO in
                  WCL.

         4.2      If conditions precedent (b) and (c) above are not fulfilled
                  (or, at the option of the Purchaser, waived in writing) or if
                  the TCF/NAMF Agreement is validly rescinded in accordance with
                  the terms thereof by or on October


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* Omitted pursuant to a request for confidential treatment.
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                                       7

                  31, 2002, (or such later date as the parties may in writing
                  agree) this Agreement shall cease to have effect and each
                  party shall have no further claim under it against the other.

         4.3      If condition precedent (a) above is not fulfilled by or on
                  October 31, 2002 (or such later date as the parties may agree
                  in writing) (1) the Purchaser may, provided the
                  non-fulfillment of such condition precedent is due to an act
                  or omission of the Vendors or TCP or NAMF and (2) the Vendors
                  may, provided the non-fulfillment of such condition precedent
                  is due to an act or omission of the Purchaser either:

                  (a)      defer Completion not more than 28 days after the due
                           date and the provisions of this clause 4.3, including
                           this sub-clause, shall apply to Completion as so
                           deferred; or

                  (b)      in the case of the Purchaser, waive condition
                           precedent (a) and pursue all remedies available to
                           it; or

                  (c)      in the case of the Vendors, proceed to Completion so
                           far as practicable (without prejudice to its rights
                           hereunder) and pursue all other remedies available to
                           it as if condition precedent (a) did not exist; or

                  (d)      rescind this Agreement in which case this Agreement
                           shall cease to have effect and each party shall have
                           no further claim under it against the other.

5.       COMPLETION

         5.1      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 29th, 2002 at 10:00 in the forenoon or such earlier
                  date as the Purchaser may specify after giving five Business
                  Days notice to the Vendors.

         5.2      At Completion, the Vendors shall deliver (or procure the
                  delivery, as the case may be) to the Purchaser of the
                  following:

                  5.2.1    duly completed and signed transfers in favour of the
                           Purchaser of the Shares together with the relevant
                           share certificates;

                  5.2.2    the Deed of Release duly executed by the Vendors;

                  5.2.3    the resignations of all of the directors and officers
                           in the DesalCo Group with a written acknowledgement
                           in such form as the Purchaser may require that such
                           persons (other than the Vendors) have no claim
                           against any company in the DesalCo Group;


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                                       8

                  5.2.4    the resignation of the Vendors as employees in the
                           DesalCo Group;

                  5.2.5    duly completed and executed copies of the Engineering
                           Services Agreement (executed by both the Company and
                           DWEER-Tech) dated as of the day of Completion;

                  5.2.6    the resignation of William T. Andrews as a director
                           and officer of WCL, OCC, and OCBVI with written
                           acknowledgements in such form as the Purchaser may
                           require that he has no claim against WCL, OCC, or
                           OCBVI; and

                  5.2.7    the resignation of employment, or evidence of
                           termination of employment, of Derek M. Woolley as an
                           employee of the Company.

         5.3      At Completion or as soon as practicable thereafter the Vendors
                  shall deliver or make available to the Purchaser:

                  5.3.1    The seals, including any duplicates, and Certificates
                           of Incorporation of the DesalCo Group, and the
                           Certificate of Change of Name of the Company;

                  5.3.2    The statutory books, books of account and records of
                           the DesalCo Group, complete and up to date, all in a
                           method of transmittal reasonably satisfactory to the
                           Purchaser provided that the Vendors may retain and
                           keep copies of all records relating to the sale of
                           the Shares contemplated hereby;

                  5.3.3    The appropriate forms to amend the mandates given by
                           the DesalCo Group to its bankers; and

                  5.3.4    All equipment, furniture, supplies, drawings,
                           software, electronic data, intellectual property and
                           all other rights and assets owned by or under the
                           possession and control of the DesalCo Group whether
                           located at the offices of the Company at the
                           International Centre, 26 Bermudiana Road, Hamilton,
                           Bermuda or at the premises of DSB at Sandy Lane,
                           Barbados or elsewhere.

         5.4      At Completion the Vendors shall repay all monies then owing by
                  them to any of the Water Supply Companies, whether due for
                  payment or not.

         5.5      At or prior to Completion board meetings of the DesalCo Group
                  shall be held (or resolutions passed) at which:

                  5.5.1    Such persons as the Purchaser may nominate shall be
                           appointed additional directors and officers;


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                                       9

                  5.5.2    In relation to the Company, the transfers referred to
                           in clauses 5.2.1 shall be approved;

                  5.5.3    In relation to the Company, the Engineering Services
                           Agreement is approved and execution of the same is
                           authorised;

                  5.5.4    It is confirmed that the DWEER Distributorship
                           Agreement, and the DWEER Transfer Agreement, remain
                           in full force and effect at Completion, without
                           modification from what is attached to this Agreement;
                           and

                  5.5.3    The resignations referred to in clauses 5.2.3 and
                           5.2.4 shall be submitted and accepted.

         5.6      At or prior to Completion the Purchaser shall deliver to the
                  Vendors a copy of a resolution of the board of directors of
                  the Purchaser:

                  5.6.1    approving and authorizing the execution and delivery
                           of this Agreement and all documents related to the
                           transactions contemplated by this Agreement; and

                  5.6.2    appointing William T. Andrews as a director of the
                           Purchaser in Group 1 of its directors, whose current
                           term expires at the annual general meeting of the
                           Purchaser in 2004.

         5.7      On Completion the Purchaser will pay the Purchase Price, in
                  the manner as set out in clause 3.6.

6.       WARRANTIES

         6.1      Subject to all matters or things disclosed in the Disclosure
                  Letter, the Vendors jointly and severally warrant to the
                  Purchaser that, as at the date hereof and, again, as at
                  Completion, the Warranties set out in Schedule 2 are true and
                  accurate in all respects.

         6.2      Each of the Warranties is without prejudice to any other
                  warranty or undertaking and, except where expressly stated, no
                  clause contained in this Agreement governs or limits the
                  extent or application of any other clause.

         6.3      The rights and remedies of the Purchaser in respect of any
                  breach of the Warranties pursuant to clause 6.1, clause 6.6 or
                  clause 6.8 shall not be affected by Completion, by any failure
                  to exercise or delay in exercising any right or remedy or by
                  any other event or matter whatsoever, except a specific and
                  duly authorised written waiver or release.

         6.4      The information in and incorporated in the Disclosure Letter
                  shall be deemed to be disclosed again at Completion.


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                                       10

         6.5      The Vendors shall disclose in writing to the Purchaser any
                  matter or thing (other than those matters or things already
                  disclosed in the Disclosure Letter) which may to the knowledge
                  of the Vendors arise or, regardless of when they occurred,
                  become known to the Vendors after the date hereof and before
                  Completion which is inconsistent with any of the Warranties or
                  which might make any such Warranties inaccurate or misleading
                  at Completion.

         6.6      If the Vendors fail to disclose as required by clause 6.5, the
                  Purchaser's remedy shall be whatever remedies are available to
                  the Purchaser without limitation under this Agreement or
                  otherwise.

         6.7      In the event of any of such matters or things as are mentioned
                  in clause 6.5 above being disclosed to the Purchaser before
                  Completion then, if the aggregate effect of such matters or
                  things are such that the Business of the DesalCo Group is
                  materially and adversely affected, the Purchaser may, prior to
                  Completion, rescind this Agreement by notice in writing to the
                  Vendors. For the purposes of this clause 6.7, the Business of
                  the DesalCo Group shall be deemed to be materially and
                  adversely affected if the Purchaser, had it known of such
                  matters or things, might reasonably have been expected to
                  reduce the Purchase Price by * or more. Upon such rescission
                  this Agreement shall cease to have effect and each party shall
                  have no further claim under it against the other. Other than
                  as provided for in this Agreement, the Purchaser shall not be
                  entitled to rescind this Agreement.

         6.8      For the avoidance of doubt and notwithstanding the provisions
                  of clause 6.7 above, in the event of any such matters or
                  things as are mentioned in clause 6.5 being disclosed to the
                  Purchaser before Completion:

                  (i)      which do not give rise to the Purchaser's option of
                           recission pursuant to clause 6.7; or

                  (ii)     which do give rise to such option but the Purchaser
                           does not elect to exercise such option;

                  the Purchaser shall be entitled to claim damages for breach of
                  the terms of this Agreement.

         6.9      The Purchaser shall not be entitled to exercise its rights of
                  rescission under clause 6.7 without first giving the Vendors
                  seven days in which to remedy such matter or thing to the
                  reasonable satisfaction of the Purchaser and, if necessary,
                  the date set for Completion shall be deferred to such later
                  date (being no later than the later of (i) seven days from the
                  giving of notice by the Purchaser of his decision to rescind
                  and (ii) the date on which Completion would have taken place
                  had the right of rescission not arisen)


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* Omitted pursuant to a request for confidential treatment.
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                                       11

                  as shall give the Vendors the opportunity to remedy the matter
                  or thing to the reasonable satisfaction of the Purchaser.

         6.10     The provisions of Schedule 4 shall operate to limit the
                  liability of the Vendors under and in respect of the
                  provisions of clauses 3.4 and 6 of this Agreement and the
                  Warranties set out in Schedule 2 of this Agreement; provided
                  that, such limitations shall in no way be exclusive
                  limitations and shall not prevent the Vendors or the Purchaser
                  from relying on any other provisions of this Agreement or any
                  legal principle with a view to limiting their liability
                  hereunder.

         6.11     The Purchaser hereby represents and warrants to the Vendors as
                  follows:

                  The Purchaser is a company duly organized, validly existing
                  and in good standing under the laws of the Cayman Islands. The
                  Purchaser has all requisite corporate power and authority to
                  enter into this Agreement, to perform its obligations
                  hereunder and thereunder and to consummate the transactions
                  contemplated hereby and thereby. All corporate acts and other
                  proceedings required to be taken by the Purchaser to authorize
                  the execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby have
                  been duly and properly taken. This Agreement has been duly
                  executed and delivered by the Purchaser and constitutes legal,
                  valid and binding obligations of the Purchaser, enforceable
                  against the Purchaser in accordance with its terms.

         6.12     The Purchaser acknowledges that it has not entered into this
                  Agreement in reliance upon any warranty, representation or
                  promise other than those set forth in this Agreement.

7.       RESTRICTIVE AGREEMENTS

         7.1      For the purpose of assuring to the Purchaser the full benefit
                  of the businesses and goodwill of the Company, each of the
                  Vendors undertakes by way of further consideration for the
                  obligations of the Purchaser under this Agreement as a
                  separate and independent agreement (which shall survive
                  Completion) that they will not, unless performing or required
                  under the Engineering Services Agreement or the DWEER
                  Distributorship Agreement, or acting as a director of the
                  Purchaser or otherwise with the consent of the Purchaser:

                  7.1.1    at any time after Completion disclose to any person,
                           and, where the same is in his possession or control,
                           shall use his best endeavours to prevent the
                           publication or disclosure, without the prior written
                           consent of the Purchaser, such consent not to be
                           unreasonably withheld, of any information concerning
                           the business, accounts or finances of any Water
                           Supply Company or any of its clients' or


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                                       12

                           customers' transactions or affairs, which may, or may
                           have, come to his knowledge;

                  7.1.2    for a period of seven years after Completion either
                           on his own account or for any other person directly
                           or indirectly endeavour to entice away from
                           employment with any Water Supply Company or the
                           Purchaser any person who to his knowledge is now or
                           has preceding the date of this Agreement been an
                           employee of any Water Supply Company or the Purchaser
                           save for Donna Stamper and Tina DeSilva whom the
                           Vendors may employ from a date no earlier than 6
                           months after Completion or such earlier date as the
                           Purchaser may agree to in writing;

                  7.1.3    for a period of seven years after Completion, without
                           the Purchaser's prior written consent, either alone
                           or jointly with or as manager, agent for or employee
                           of or consultant to any person, directly or
                           indirectly carry on or be engaged or concerned or
                           interested in the Business (other than as a holder of
                           (1) less than 5 percent of any class of shares or
                           debentures of any person listed on any stock exchange
                           which is directly or indirectly engaged or concerned
                           or interested in the Business or (2) any interest in
                           any pooled investment vehicle over which Vendors do
                           not exercise control).

8.       DWEER TECHNOLOGY

         After Completion the Purchaser agrees that it will cause the Company to
         maintain the DWEER Transfer Agreement in full force and effect, and
         undertakes to ensure that the Company completes the transfer of
         technology and fulfils its other obligations as set out therein. The
         Purchaser agrees that this Share Sale Agreement creates no relationship
         with DWEER-Tech and does not allow the Purchaser to make any claims
         against DWEER-Tech under this Share Sale Agreement.

9.       GENERAL

         9.1      Subject to the terms of any confidentiality agreements binding
                  on the Purchaser, except as provided herein, and where
                  necessary for Completion by disclosing the minimum amount of
                  information necessary, no announcement of any kind shall be
                  made with respect to the subject matter of this Agreement
                  unless specifically agreed in writing between the parties.
                  Subject to the terms of any confidentiality agreements binding
                  on the Purchaser the Vendors agree that the Purchaser may,
                  without any prior notice or consultation with the Vendors,
                  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 Purchaser's shares on the
                  NASDAQ Exchange. This clause shall survive Completion.


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                                       13

         9.2      If this Agreement ceases to have effect the Purchaser will
                  release and return to the Vendors all documents provided to
                  the Purchaser or its advisers in connection with this
                  Agreement and will not use, disclose or make available to any
                  other person any information which it or its advisers have
                  been given in respect of any DesalCo Group company and which
                  is not in the public domain.

         9.3      This Agreement shall be binding upon each party's successors
                  and assigns and personal representatives (as the case may be)
                  but, none of the rights of the parties under this Agreement or
                  the Warranties may be assigned or transferred. Notwithstanding
                  the aforesaid, the Vendors agree that, if they are requested
                  to do so by the Purchaser, they will procure that the Company
                  take title, at the expense of the Purchaser, to the shares
                  held by NAMF in OCBVI pursuant to the terms of the TCF/NAMF
                  Agreement, provided that the Company shall not incur any
                  liability from doing so and, in so far as the Company does
                  incur any liability from doing so, the Purchaser shall fully
                  and effectively indemnify the Company in respect of such
                  liability for so long as the Company is owned by the Vendors.

         9.4      Save as otherwise agreed in writing or provided herein, all
                  expenses incurred by or on behalf of the parties, including
                  all fees of agents, representatives, solicitors, accountants
                  and actuaries employed by any of them in connection with the
                  negotiation, preparation or execution of this Agreement shall
                  be borne solely by the party who incurred the liability.

         9.5      Time shall be of the essence of this Agreement, both as
                  regards the dates and periods specifically mentioned and as to
                  any dates and periods which may by agreement in writing
                  between or on behalf of the Vendors and the Purchaser be
                  substituted for them.

         9.6      All notices or other communications required or permitted to
                  be given hereunder shall be in writing and shall be served by
                  delivering the same by hand or by sending the same by
                  facsimile or reputable courier service and shall be deemed
                  given, if sent by hand, when delivered, if sent by facsimile,
                  upon the date stated in the transmission report or, if sent by
                  courier service, on delivery by the relevant courier service,
                  in each case, to the address set out below or such other
                  address as is notified by the relevant person from time to
                  time, provided that a notice given in accordance with the
                  above but received on a non-working day or after business
                  hours in the place of receipt shall only be deemed to be given
                  on the next working day in that place:

                  (a)      if to the Purchaser,

                           Consolidated Water Co. Ltd.
                           Trafalgar Place
                           West Bay Road


<PAGE>

                                       14

                           P.O. Box 1114 GT
                           Grand Cayman
                           Facsimile:+1 (345) 949-2947

                  (b)      if to the Vendors,

                           William T. Andrews and Margaret D. Andrews
                           12 Chapel Road
                           Paget, PG 02
                           Bermuda
                           Facsimile No: +1 (441) 236-0647

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

         9.8      This Agreement contains the entire agreement between the
                  parties with respect to the subject matter hereof, supersedes
                  all previous agreements and understandings between the parties
                  with respect hereto, and may not be modified except by an
                  instrument in writing signed by the duly authorised
                  representatives of the parties.

         9.9      Each party acknowledges that in entering into this Agreement
                  it does not do so on the basis of, and does not rely on, any
                  representation, warranty or other provision except as
                  expressly provided herein, and all conditions, warranties, or
                  other terms implied by statute or common law are hereby
                  excluded to the fullest extent permitted by law.

         9.10     This Agreement may be entered into in any number of
                  counterparts and by the parties to it on separate
                  counterparts, each of which when so executed and delivered
                  shall be an original, but all the counterparts shall together
                  constitute one and the same instrument.

10.      GOVERNING LAW AND JURISDICTION

         10.1     This Agreement is governed by and shall be construed in
                  accordance with the laws of the Cayman Islands.

         10.2     The parties hereto agree that the Courts of the Cayman Islands
                  shall have the jurisdiction to settle any disputes that may
                  arise in connection with this Agreement and that any judgement
                  or order of a Cayman 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 shall not limit the right of either party hereto
                  to bring proceedings


<PAGE>

                                       15

                  against the other party in connection with this Agreement in
                  any other court of competent jurisdiction or concurrently in
                  more than one jurisdiction.

         10.3     The parties hereto waive any objection which they may have to
                  the courts of the Cayman Islands on the grounds of venue or
                  forum non-conveniens or any similar grounds as regards
                  proceedings in connection with this Agreement and they consent
                  to service of process by mail or by any other manner permitted
                  by the relevant law.

         10.4     Without prejudice of the rights of the Purchaser to employ any
                  method of service permitted by Cayman Islands Law, the Vendors
                  hereby irrevocably appoint Campbells, Attorneys-at-Law, as
                  their authorised agent for service of process in the Cayman
                  Islands. Any claim, form, writ, summons, judgement or other
                  notice of legal process shall be sufficiently served on the
                  Vendors if delivered to that agent at its address for the time
                  being. The Vendors shall not revoke the authority of that
                  agent. If for any reason that such agent no longer serves as
                  agent of the Vendors to receive service of process, the
                  Vendors shall promptly appoint another such agent and
                  immediately advise the Purchaser of that appointment.

AS WITNESS WHEREOF the parties hereto have set their hands the date first above
written.

SIGNED for and on behalf of            )
Consolidated Water Co. Ltd.            )
by                                     )
in the presence of:                    )
                                       )
                                       )
/s/ Richard L. Finlay                  )   /s/ Jeffrey M. Parker
------------------------------------   )   ------------------------------------
Witness



SIGNED by the Vendors                  )   /s/ W. T. Andrews
in the presence of:                    )   ------------------------------------
                                       )   William T. Andrews
                                       )
                                       )
                                       )
/s/ Donna Stamper                      )   /s/ Margaret D. Andrews
------------------------------------   )   ------------------------------------
Witness                                    Margaret D. Andrews

         95 South Road
         Page 1 - PG03
         Bermuda