<PAGE>
                                                                     EXHIBIT 2.2

                           DATED: OCTOBER 4TH , 2002


                              SHARE SALE AGREEMENT

                                    BETWEEN

                          CONSOLIDATED WATER CO. LTD.

                                       AND

                 NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION

                                       AND

                  TRANSCONTINENTAL FINANCE CORPORATION LIMITED


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

<PAGE>

                                       2


                             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.       NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION of Elizabethan Square,
         George Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
         FINANCE CORPORATION LIMITED, of Elizabethan Square, George Town, Grand
         Cayman, (hereinafter "TCF") (together the "Vendors") of the second
         part.

WHEREAS:

The Purchaser wishes to acquire, inter alia, the issued share capital of Ocean
Conversion (Cayman) Limited and Ocean Conversion (BVI) Ltd. owned by the Vendors
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):

                  "Andrews" means William T. Andrews and Margaret D. Andrews;

                  "Andrews Agreement" means the Share Sale Agreement between the
                  Purchaser and William T. Andrews and Margaret D. Andrews of
                  even date a copy of which (excluding Schedule 9 thereto), is
                  attached as Schedule 5;

                  "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;

                  "Assignments" means the assignment by NAMF to the Purchaser of
                  its interest in the Profit Sharing Agreement dated December
                  3rd 1993 (as amended) made between OCBVI and NAMF and the
                  assignment by EGL to the Purchaser of its interest in the
                  Profit Sharing Agreement dated December 3rd 1993 (as amended)
                  made between OCBVI and EGL both in the form set out in
                  Schedule 8 hereto.

                  "Binder Volumes" means the files of documents referred to in
                  clause 9 of Schedule 2, the indexes of which have been marked
                  and initialed by way of confirmation of the contents of such
                  files;

<PAGE>

                                       3


                  "Business" means the business of the supplying, installation,
                  management and operation of seawater desalination plants, as
                  carried out by the Companies on the date of this Agreement;

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

                  "BVI Water Agreement" means An Agreement to Produce Potable
                  Water from Seawater between The Government of the British
                  Virgin Islands and Reliable Water Company, Inc., dated 9 May
                  1990, as amended by a Supplemental Agreement, dated 14 March
                  1991, and a Supplemental Agreement #2, dated 24 January 1992;

                  "Cash Consideration" shall mean the cash consideration payable
                  by the Purchaser to the Vendors as calculated pursuant to
                  clause 3.1.1;

                  "Companies" means the companies listed in Schedule 1 in which
                  the Vendors hold issued shares as set out in Schedule 1 or,
                  where the context requires, either of them individually and
                  "Company" shall be construed accordingly. The individual
                  Companies shall be referred to in this Agreement by the
                  initials appearing next to their names in Schedule 1.

                  "Consideration Shares" has the meaning assigned thereto in
                  clause 3.1.2;

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

                  "Deed of Termination" means the Deed of Termination of the
                  Profit Sharing Agreement dated July 13th 1993 between EGL and
                  OCC by EGL in favour of OCC in the form attached at Schedule
                  10;

                  "Disclosure Letters" means the OCC Disclosure Letter and the
                  OCBVI Disclosure Letter or, where the context requires, either
                  of them;

                  "EGL" means Edmund Gibbons Limited, a Bermuda company;

                  "EGL Indemnity" means the indemnity to be given to EGL by the
                  Purchaser in the form attached as Schedule 12 hereto;

                  "Guarantees" means the guarantees given to persons other than
                  the Purchaser in respect of the Companies by the Vendors and
                  EGL, listed at Schedule 6 hereto or, where the context
                  requires, each of such guarantees individually and "Guarantee"
                  shall be construed accordingly;

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

<PAGE>

                                       4


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

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

                  "Lock up Letter" means a letter related to the Consideration
                  Shares to be delivered by NAMF to the Purchaser in the form
                  attached at Schedule 11 hereto;

                  "NAMF Deed of Release" means the deed of release by NAMF in
                  the form set out in Schedule 3.

                  "NAMF Indemnity" means the indemnity to be given to NAMF by
                  the Purchaser in the form attached as Schedule 12 hereto;

                  "NSD Licence" means 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;

                  "OCBVI's Auditors" means Deloitte & Touche, British Virgin
                  Islands;

                  "OCC's Auditors" means Deloitte & Touche, Cayman Islands;

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

                  "OCBVI 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, relating to OCBVI;

                  "OCC 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, relating to OCC;

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

                  "Purchase Price" means the consideration payable and the
                  shares of the Purchaser to be allotted and issued by the
                  Purchaser to the Vendors as provided in clause 3.1;

                  "Registration Rights Agreement" means the Registration Rights
                  Agreement in the form attached at Schedule 11 hereto;

                  "RGT Licence" means A Licence to Produce Water from Seawater
                  provided to Ocean Conversion (Cayman) Limited by the
                  Government of the Cayman Islands dated April 25, 1994, as
                  amended by an Amendment to a Licence and a Supplemental
                  Licence to a Licence between the same parties both dated 29
                  February 1996 and further amended by an Amendment to a Licence
                  between the same parties dated 30 January 2001;

<PAGE>

                                       5


                  "Shares" means the OCBVI Shares and the OCC Shares;

                  "Side Letter" means the Side Letter in the form attached at
                  Schedule 11 hereto;

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

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

         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.

         1.3.     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.

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

         1.5.     The schedules hereto form part of this Agreement and shall
                  have effect as if set out herein. Any reference to this
                  "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 and the Vendors
         shall execute the Assignments and the Deed of Termination.

3.       PURCHASE CONSIDERATION

         3.1.     The Purchase Price for the Shares and the Assignments shall
                  be:-

                  3.1.1.   the cash portion of *, subject to adjustment pursuant
                           to clauses 3.2 to 3.5 inclusive in the order that
                           such clauses are set out below; and

---------------
* Omitted pursuant to a request for confidential treatment.
<PAGE>

                                       6


                  3.1.2.   the allotment and issue at Completion to NAMF of
                           185,714 fully paid ordinary shares of a nominal or
                           par value of CI$1.00 each in the capital of the
                           Purchaser, credited as fully paid and nonassessable
                           ("the Consideration Shares") which Consideration
                           Shares shall entitle NAMF to the benefit of the
                           Registration Rights Agreement.

         3.2.     The cash portion of * provided for in clause 3.1.1 shall be
                  adjusted (by increasing if the amount is positive or
                  decreasing if the amount is negative the same as necessary) by
                  an amount equal to:

                  3.2.1.   90.91% of the difference between "Actual Gross Equity
                           of OCC" and "Calculated Gross Equity of OCC"; and

                  3.2.2.   47.77% of the difference between "Actual Gross Equity
                           of OCBVI" and "Calculated Gross Equity of OCBVI".

                  "Actual Gross Equity of OCC" is the sum of "Shareholders'
                  Equity" and the "Profit Sharing Agreement Provision" as they
                  appear on the balance sheet of OCC, as at the end of the
                  calendar month immediately prior to Completion. This amount
                  shall be 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 OCC's Auditors.

                  "Actual Gross Equity of OCBVI" is the sum of "Shareholders'
                  Equity" and the "Profit Sharing Provision" as they appear on
                  the balance sheet of OCBVI, as at the end of the calendar
                  month immediately prior to Completion. This amount shall be
                  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 OCBVI's Auditors.

         3.3.     For the purposes of clause 3.2:

                  3.3.1.   "Calculated Gross Equity of OCC" shall mean:

                           3.3.1.1. * if Completion is on or between 1st and
                                    31st October, 2002.

                           3.3.1.2. * if Completion is on or between 1st and
                                    30th November, 2002.

                  3.3.2.   "Calculated Gross Equity of OCBVI" shall mean:

                           3.3.2.1. * if Completion is on or between 1st and
                                    31st of October, 2002.

                           3.3.2.2. * if Completion is on or between 1st and
                                    30th November, 2002.

         3.4.     The parties agree that the cash portion of * provided for in
                  clause 3.1.1 as adjusted by clause 3.2 (and applying the
                  provisions of

---------------
* Omitted pursuant to a request for confidential treatment.
<PAGE>

                                       7


                  clause 3.3) is based on the assumption that the business of
                  the Companies, 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,
                  nonrecurring 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 cash portion of * provided for in clause
                  3.1.1 as adjusted by clause 3.2 (and applying the provisions
                  of clause 3.3) shall be decreased as follows:

                  3.4.1.   in relation to OCBVI, by 47.77% of the impact of
                           such events on Actual Gross Equity of OCBVI during
                           the period aforementioned; and

                  3.4.2.   in relation to OCC, by 90.91% of the impact of such
                           events on Actual Gross Equity of OCC during the
                           period aforementioned.

                  The parties shall agree the amount of any decrease under
                  clauses 3.4.1 and/or 3.4.2; provided that in the absence of
                  agreement as to the amount of such decrease 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 by the relevant Company's Auditors. 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 cash portion of * as provided for in clause 3.1.1, 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 12.5% 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 Cash Consideration shall be paid, at the option of TCF, by
                  way of bankers draft drawn on a Cayman Islands class A
                  licensed bank or wire transfer to TCF and receipt thereof by
                  TCF shall be a good and final discharge of the Purchaser's
                  obligation to make such payment to the Vendors.

4.       CONDITIONS PRECEDENT, RESCISSION AND OTHER PRE-COMPLETION MATTERS

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

                  4.1.1.   the contemporaneous completion of the Andrews
                           Agreement;

---------------
* Omitted pursuant to a request for confidential treatment.
<PAGE>

                                       8


                  4.1.2.   the approval in writing of the Governor in Council of
                           the Cayman Islands to the purchase by the Purchaser
                           of the OCC Shares pursuant to the Licences;

                  4.1.3.   the approval in writing of the Government of the
                           British Virgin Islands for the Purchaser to be a
                           member of OCBVI pursuant to the BVI Water Agreement.
                           NAMF agrees that it shall cause OCBVI to use its best
                           efforts to obtain such approval. The Purchaser agrees
                           that it shall use its best efforts to assist OCBVI in
                           obtaining such approval; and

                  4.1.4.   The approvals and acceptance of resignations
                           described in clause 7.1 below being obtained.

         4.2.     If either of the condition precedents 4.1.2 or 4.1.3 above is
                  not fulfilled (or, at the option of the Purchaser, waived in
                  writing) or if the Andrews Agreement is validly rescinded in
                  accordance with the terms thereof by or on October 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 4.1.1 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 the Andrews and (2) the Vendors
                  may, provided the non-fulfillment of such condition precedent
                  is due to an act or omission of the Purchaser either:

                  4.3.1.   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

                  4.3.2.   in the case of the Purchaser, waive condition
                           precedent 4.1.1 and pursue all remedies available to
                           it; or

                  4.3.3.   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 4.1.1 did not exist; or

                  4.3.4.   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 29, 2002 at 10:00 in

<PAGE>

                                       9


                  the forenoon or such earlier date as the Purchaser may specify
                  after giving five Business Days notice to the Vendors.

         5.2.     At Completion, with regard to OCC, 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 OCC Shares together with the
                           relevant share certificates;

                  5.2.2.   the TCF Deed of Release duly executed by TCF;

                  5.2.3.   the resignations of all of the directors and officers
                           of OCC (other than William T. Andrews) with a written
                           acknowledgement in such form as the Purchaser may
                           require that such persons have no claim against OCC;

                  5.2.4.   the Deed of Termination duly executed by EGL and OCC;
                           and

                  5.2.5.   the opinion of TCF's counsel, Campbell's
                           Attorneys-at-Law, in relation to TCF in the form set
                           out in Schedule 9.

         5.3.     At Completion, with regard to OCBVI, the Vendors shall deliver
                  (or procure the delivery, as the case may be) to the Purchaser
                  of the following:

                  5.3.1.   duly completed and signed transfers in favour of the
                           Purchaser or, if so required by clause 8.3 below, in
                           favour of DesalCo Limited, of the OCBVI Shares
                           together with the relevant share certificates;

                  5.3.2.   the NAMF Deed of Release duly executed by NAMF;

                  5.3.3.   the resignations of all of the directors of OCBVI
                           appointed by NAMF and the resignations of Sir David
                           Gibbons, James L. Gibbons, Lt. Col. David Gibbons and
                           Peter Harty from any position they have as officers
                           of OCBVI with a written acknowledgement in such form
                           as the Purchaser may require that such persons have
                           no claim against OCBVI;

                  5.3.4.   the duly executed Assignments; and

                  5.3.5.   the opinion of NAMF's counsel, Campbell's
                           Attorneys-at-Law, in relation to NAMF in the form set
                           out in Schedule 9.

         5.4.     At Completion or as soon as practicable thereafter, with
                  regard to OCC, the Vendors shall deliver or make available to
                  the Purchaser:

                  5.4.1.   The seals, including any duplicates, and Certificates
                           of Incorporation of the OCC, and the Certificate of
                           Change of Name of OCC;

                  5.4.2.   The statutory books, books of account and records of
                           OCC, complete and up to date, all in a method of
                           transmittal reasonably

<PAGE>

                                           10


                           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; and

                  5.4.3.   The appropriate forms to amend the mandates given by
                           the Companies to their bankers.

         5.5.     At Completion:

                  5.5.1    NAMF shall execute, date and deliver to the Purchaser
                           the Lock-up Letter, the Side Letter and the
                           Registration Rights Agreement; and

                  5.5.2    the Vendors shall repay all monies then owing by them
                           to the Companies, whether due for payment or not.


         5.6.     At or prior to Completion board meetings of OCC shall be held
                  (or resolutions passed) at which:

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

                  5.6.2.   the transfers of the OCC Shares referred to in clause
                           5.2.1 shall be approved; and

                  5.6.3.   The resignations referred to in clause 5.2.3 shall be
                           submitted and accepted.

         5.7.     At or prior to Completion board meetings of OCBVI shall be
                  held (or resolutions passed) at which:

                  5.7.1.   the transfers of the OCBVI Shares referred to in
                           clause 5.3.1 shall be approved;

                  5.7.2.   the resignations referred to in clause 5.3.3 shall be
                           accepted; and

                  5.7.3.   the Assignments shall be approved.

         5.8.     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 approving and authorizing the execution and
                  delivery of this Agreement and all documents related to the
                  transactions contemplated by this Agreement and the allotment
                  and issue of the Consideration Shares as fully paid and non-
                  assessable.

         5.9.     On Completion the Purchaser shall:

                  5.9.1.   pay the Cash Consideration, in the manner as set out
                           in clause 3.6;

                  5.9.2.   deliver to the Vendors a duly executed release of the
                           guarantee by EGL in respect of the obligations of OCC
                           in favour of the

<PAGE>

                                       11


                           Purchaser dated 7th November 1994 in the form
                           attached as Schedule 7;

                  5.9.3.   allot and issue to NAMF the Consideration Shares as
                           fully paid and non-assessable and deliver to NAMF or
                           its representative at Completion a duly issued share
                           certificate in respect of the Consideration Shares;

                  5.9.4.   duly execute and deliver to the Vendors the ELG
                           Indemnity and the NAMF Indemnity; and

                  5.9.5.   deliver to NAMF the duly executed Registration Rights
                           Agreement.

6.       WARRANTIES

         6.1.     Subject to all matters or things disclosed in the Disclosure
                  Letters, 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 Letters
                  shall be deemed to be disclosed again at Completion.

         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 Letters) 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:

                  (a)      if such matter or thing relates to item 3.1.2 of the
                  OCC Disclosure Letter or item 3.10.1 of the OCBVI Disclosure
                  Letter; or

<PAGE>

                                       12


                  (b)      if the aggregate effect of such matters or things are
                           such that the Business 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 clause 6.7(b), the Business 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.

                  Other than as provided for in this Agreement, the Purchaser
                  shall not be entitled to rescind this Agreement. Upon such
                  rescission this Agreement shall cease to have effect and each
                  party shall have no further claim under it against the other.

         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) 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:

---------------
* Omitted pursuant to a request for confidential treatment.
<PAGE>

                                       13


                  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.       COVENANTS BY THE PURCHASER

         7.1.     It is acknowledged and agreed by the parties that the approval
                  of the board of directors of OCBVI is required for the
                  transfer of the OCBVI Shares held by NAMF to the Purchaser
                  hereunder and for the approval of the Assignments referred to
                  in clause 5.7 above and for the acceptance of the resignations
                  of the directors and officers referred to in clause 5.7 above.
                  The Purchaser agrees to use its best efforts at its own
                  expense to conclude and execute an agreement satisfactory to
                  it substantially in the form contained in an email addressed
                  to Glenn Harrigan dated September 18th 2002 with Sage Water
                  Holdings (BVI) Ltd., or other such agreement as is
                  satisfactory to the Purchaser to obtain such approvals and
                  acceptance. Subject to execution of such agreement, the
                  Purchaser agrees to use its best endeavors to cause Sage Water
                  Holdings (BVI) Ltd. to cooperate in the holding of a board
                  meeting or the passing of directors' resolutions (as the case
                  may be) prior to Completion at which the resolutions and
                  matters described at clause 5.7 above are passed, accepted and
                  approved.

         7.2.     The Purchaser shall on or as soon as possible after Completion
                  secure the full and final release of the Vendors and EGL from
                  the Guarantees (and the Purchaser shall offer its own
                  guarantees upon the same terms as the Guarantees in
                  substitution therefor if necessary to secure such release) and
                  shall procure that the Guarantees are returned to the Vendors
                  or to EGL and the Purchaser shall, pending such release, fully
                  and effectively indemnify the Vendors and EGL and each of them
                  and keep them indemnified against any and all liability, cost
                  or expense of the Vendors and EGL and each of them under or in
                  respect of the Guarantees. In this regard, the Purchaser shall
                  duly execute and deliver to the Vendors the EGL Indemnity and
                  the NAMF Indemnity. The release of EGL from the Guarantee in
                  favour of the Governor of the Cayman Islands shall be in the
                  form set out at Schedule 7 or, in the event that a release in
                  such form cannot be obtained, in such other form as is agreed
                  with or is reasonably acceptable to the Vendors. The releases
                  of the Guarantees in favour of the

<PAGE>

                                       14


                  Bank of N.T. Butterfield & Son Limited shall be in such form
                  as is reasonably acceptable to the Vendors.

         7.3.     The Purchaser shall, on Completion, release EGL from its
                  guarantee in respect to the obligations of OCC in favour of
                  the Purchaser dated 7th November 1994 by duly executing and
                  delivering to the Vendors a release from such guarantee in the
                  form set out in Schedule 7.

8.        GENERAL

         8.1.     Subject to the terms and conditions 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 and conditions 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.

         8.2.     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 by the Vendors 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 the Companies and which
                  is not in the public domain.

         8.3.     This Agreement shall be binding upon each party's successors
                  and assigns 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 the
                  Purchaser may, at its option, assign the right to take title
                  to the OCBVI Shares held by NAMF to DesalCo Limited and such
                  assignment shall be effected by written notice delivered to
                  NAMF by the Purchaser.

         8.4.     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.

         8.5.     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.

<PAGE>

                                       15


         8.6.     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
                           P.O. Box 1114 GT
                           Grand Cayman
                           Facsimile:+l (345) 949-2947


                  (b)      if to the Vendors,

                           North-American Mortgage & Finance Corporation
                           Transcontinental or Finance Corporation Limited

                           21 Reid Street
                           Hamilton HM11
                           Bermuda
                           Facsimile:+l 441 295 1040

         8.7.     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.

         8.8.     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.

         8.9.     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

<PAGE>

                                       16


                  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.

         8.10.    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.

9.       GOVERNING LAW AND JURISDICTION

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

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

         9.3.     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.
<PAGE>

                                       17


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


SIGNED for and on behalf of
Consolidated Water Co. Ltd
by Jeffrey M. Parker                     )
duly authorised and in the presence of:  )    /s/ Jeffrey M. Parker
                                              ----------------------------------
                                              Jeffrey M. Parker, Chairman of the
                                              Board and Chief Executive Officer


/s/ Richard L. Finlay
----------------------------------------
Witness
Witness name: Richard L. Finlay
Address: P.O. Box 709 GT Cayman Islands
Occupation: Attorney-at-Law

SIGNED for and on behalf of             )
North-American Mortgage & Finance       )
Corporation by Campbell Securities      )
Limited                                 )
duly authorised and in the presence of: )     /s/ John Wolf
                                              ----------------------------------
                                              John Wolf, Director of Campbell
                                              Securities Limited
                                              attorney-in-fact


/s/ Richard L. Finlay
----------------------------------------
Witness
Witness name: Richard L. Finlay
Address: P.O. Box 709 GT Cayman Islands
Occupation: Attorney-at-Law

SIGNED for and on behalf of             )
Transcontinental Finance Corporation    )
Limited by Campbell Securities Limited  )
duly authorised and in the presence of: )     /s/ John Wolf
                                              ----------------------------------
                                              John Wolf, Director of Campbell
                                              Securities Limited
                                              attorney-in-fact


/s/ Richard L. Finlay
----------------------------------------
Witness
Witness name: Richard L. Finlay
Address: P.O. Box 709 GT Cayman Islands
Occupation: Attorney-at-Law