EXHIBIT
10.2

      


      Portions
of this document have been omitted

      pursuant
to a request for confidential treatment.  The

      omitted
portions are marked ***** and have been

      filed
separately with the Commission.

      


      
        
          	
                  

                	
                  WATER
      AND SEWERAGE CORPORATION

                  87
      Thompson Blvd.

                  P.O.
      Box N-3905, Nassau, Bahamas

                  www.wsc.com.bs

                   

                  “Committed to Growth,
      Committed to
      Quality”

                	
                  

                


        

      

      LETTER
OF ACCEPTANCE

       

      
        	
                Our Ref:  WSC
      236/13

              	
                Date:  January
      25, 2011

              


      

      


      CONSOLIDATED
WATER CO. LTD.

      Trafalgar
Place

      P.O. Box
1114 GT

      George
Town, Grand Cayman

      Cayman
Islands

       

      
        	
                ATTN.: 

              	
                MR.
      FREDERICK McTAGGART

              


      

      PRESIDENT
& CEO

       

      Dear
Sir,

       

      BLUE
HILLS SEAWATER REVERSE OSMOSIS PLANT EXPANSION

       

      The Water
and Sewerage Corporation (“WSC”) hereby accepts Consolidated Water Co. Ltd.
(“CWCO”) Proposal dated December 8, 2010, for the expansion of the existing Blue
Hills Seawater Reverse Osmosis (BHRO) Plant on a Build Own, and Operate
(BOO).

       

      The
expansion shall have an installed production capacity of 4.0
Migd.  The WSC will guarantee to purchase 3.5 Migd
at a price of * * * *
*/1000imperial gallons from the expansion plant in accordance with the
attached rate sheet.  It is agreed that discussions are ongoing
regarding combining the rate sheets for the expansion and existing plant however
these discussions must not and will not delay the commencement of
construction.

       

      The
expansion plant is to be commissioned no later than eight (8)
months from the date of issue of this Letter of Acceptance which also
serves as an Authorization to Proceed.  Terms and conditions will
remain as per the existing contract.

       

      CONFIDENTIAL


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          	
                  BLUE
      HILLS SWRO EXPANSION

                	
                  25-JAN-2011

                
	
                  LETTER
      OF ACCEPTANCE

                	 
      


        

      

       

      Until a
formal Amendment to the existing contract is executed, this Letter of
Acceptance, together with your Proposal, will constitute a full and binding
agreement between CONSOLIDATED
WATER CO. LTD. and the WATER AND SEWERAGE
CORPORATION.

       

      Please
acknowledge receipt and acceptance of the above conditions by signing and
returning the enclosed copy of this letter.

       

      Yours
faithfully,

       

      
        
          
            	
                    WATER
      AND SEWERAGE CORPORATION

                  
	 
      	 
      
	
                    Signature: 

                  	
                    /s/ Glen F. Laville

                  
	 
      	
                      Glen
      F. Laville

                  


          

        

      

      


      
        
          
            	
                    Title: 

                  	
                    General
Manager

                  


          

        

      

       

      Acknowledged
and Accepted on behalf of: 

      
CONSOLIDATED WATER CO.
LTD.

       

      
        
          
            
              	
                      Signature: 

                    	
                      /s/ Frederick W.
  McTaggart

                    
	 
      	
                       
      Frederick W.
McTaggart

                    


            

          

        

      

      


      
        
          
            
              	
                      Title: 

                    	
                      President & CEO

                    
	 
      	 
      
	
                      Date:

                    	
                      January 31,
2011

                    


            

          

        

      

      


      CONFIDENTIAL
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Portions
of this document have been omitted

      pursuant
to a request for confidential treatment.  The

      omitted
portions are marked ***** and have been

      filed
separately with the Commission.

      


      
        	
                Blue
      Hills Expansion

                4
      MIGPD expanded capacity

                3.5
      MIGPD Guarantee

              
	
                Plant
      Production Rate, IGPD

              	
                3,500,000

              	
                Availability
      Factor

              	
                1.0000

              
	
                Annual
      Prod. kgal/yr

              	
                1,277,500

              	
                Annual
      Interest Rate

              	
                *****

              
	
                Plant
      Capital Cost

              	
                *****

              	
                Number
      of Years

              	
                20

              
	
                Production
      Costs (Annual)

              	
                Annual
      Cost

              	
                B$/kigal

              
	
                FIXED
      COSTS

              	 
      	
                Total

              
	
                Fixed
      Charges – Capital Repayment

              	
                *****

              	
                *****

              
	
                General
      & Administrative (Note 1)

              	
                *****

              	
                *****

              
	
                Operation
      & Maintenance Labor

              	
                *****

              	
                *****

              
	
                Overhead
      & Profit on Labor

              	
                *****

              	
                *****

              
	
                SUBTOTAL
      FIXED COSTS

              	
                *****

              	
                *****

              
	
                Note
      1:  includes allowance for bonding and insurance

              	 
      	 
      
	
                CONSUMABLES

              	
                B$/US
      gal

              	
                US
      gal/klgal

              	 
      	 
      
	
                Diesel
      Fuel

              	
                2.350

              	
                *****

              	
                *****

              	
                *****

              
	
                Electricity

              	
                B$/kwh

              	
                kwh/klgal

              	 
      	 
      
	
                Power
      Consumption

              	
                0.2720

              	
                *****

              	
                *****

              	
                *****

              
	 
      	
                B$/kVA/yr

              	
                Max.
      kVA

              	 
      	 
      
	
                Demand
      Charge

              	
                136.32

              	
                *****

              	
                *****

              	
                *****

              
	 
      	
                B$/lb

              	
                Ib/klgal

              	 
      	 
      
	
                Total
      Chemical Consumables

              	 
      	 
      	
                *****

              	
                *****

              
	 
      	 
      	
                -

              	
                *****

              
	
                Spare
      Parts & Equipment Consumables

              	
                *****

              	
                *****

              
	 
      	
                *****

              	
                *****

              
	
                Subtotal
      Consumables-less Profit

              	
                *****

              	
                *****

              
	
                Overhead
      & Profit on Consumables

              	
                *****

              	
                *****

              
	
                SUBTOTAL
      CONSUMABLES

              	
                *****

              	
                *****

              
	
                TOTAL
      PRICE:

              	
                *****

              	
                *****

              


      

       

      CONFIDENTIAL