Exhibit
10.1

      


      THIRD
AMENDMENT OF ENGAGEMENT AGREEMENT

      


      


      THIS
AGREEMENT is made this 9th day of September 2009

      


      
        	
                BETWEEN:

              	
                CONSOLIDATED
      WATER CO. LTD.

              
	 
      	
                A
      Cayman Islands company having its registered office at

              
	 
      	
                Regatta
      Office Park, West Bay Road

              
	 
      	
                P.O.
      Box 1114

              
	 
      	
                Grand
      Cayman KY1-1102

              
	 
      	
                Cayman
      Islands

              
	 
      	
                (the
      “Company”)

              
	 
      	 
      
	
                AND:

              	
                FREDERICK
      W. MCTAGGART

              
	 
      	
                of
      11 Doubloon Drive

              
	 
      	
                P.O.
      Box 321

              
	 
      	
                Grand
      Cayman KY1-1502

              
	 
      	
                Cayman
      Islands

              
	 
      	
                (the
      “President”)

              


      

      


      WHEREAS:

      


      
        	
                A.

              	
                The
      Company and the President (together, the “Parties”) entered into an
      engagement agreement dated the 5th
      of December 2003 (the “Engagement
Agreement”).

              


      

      


      
        	
                B.

              	
                The
      Parties amended the Engagement Agreement pursuant to the First Amendment
      of Engagement Agreement dated 14th
      September 2007 and the Second Amendment of Engagement Agreement dated 30
      June 2008.

              


      

      


      
        	
                C.

              	
                The
      Parties are desirous of amending the Engagement Agreement in accordance
      with the terms of the Agreement.

              


      

      


      NOW IN
CONSIDERATION of the mutual covenants contained herein the Parties agree that
the Engagement Agreement as amended shall be further amended as
follows:

      


      
        	
                1.

              	
                Clause
      6 shall be deleted and the following substituted in its
    place:

              


      

      


      “Further,
for each completed fiscal year beginning with the fiscal year 2009 the President
will be paid a bonus consisting of the following components:

      


      
        	
                 
      

              	
                (a)

              	
                Annual Bonus:
      An amount not to exceed 100% of the remuneration pursuant to clause 2 as
      adjusted by clause 5 hereof (the “Base Salary”) calculated as
      follows;

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
 

      
        	
                 
      

              	
                 (i)

              	
                Profitability: 25% of
      Base Salary for exceeding budgeted Net
Income.

              


      

      


      
        	
                 
      

              	
                For
      purposes of assessment of the 2009 Performance Criteria only, the results
      of the BVI operations will be excluded from Net
  Income.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Growth:

              	
                25%
      of Base Salary for exceeding "Adjusted Revenues" defined as budgeted
      Revenue less budgeted Energy Pass Through
  Charges.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Efficiency:

              	
                25%
      of Base Salary for improving Income from Operations Margin defined as
      Income from Operations divided by budgeted
  Revenue.

              


      

      


      “Income
from Operations” is defined as budgeted Gross Profit less budgeted General and
Administrative Expenses.

      


      
        	
                 
      

              	
                (iv)

              	
                Capital Expenditure: 25%
      of Base Salary for completing projects under the capital budget and on
      schedule, as approved and/or amended or adjusted by the Board from time to
      time.

              


      

      


      The
foregoing bonus structure may be modified from time to time by agreement of the
parties for future fiscal years.

      


      The
Annual Bonus, if any, calculated as aforesaid shall be paid as to 75% in cash
and as to 25% in ordinary shares of Company valued at the market price at the
close of trading of the same on December 31st of the
relevant financial year (or if such day is not a trading day, at the close of
trading on the preceding trading day).

      


      
        	
                 
      

              	
                (b)

              	
                Discretionary
      Bonus:  At the discretion of the Board of Directors, an
      additional amount in the form of cash and/or grants of the Company’s
      ordinary shares and/or options on the Company’s ordinary
      shares.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

     

    
      
        	
                 
      

              	
                EXECUTED
      for and on behalf of

              


      

      
        	
                 
      

              	
                CONSOLIDATED
      WATER CO. LTD.

              


      

      
        	
                 
      

              	
                By:

              


      

      


      
        	
                 
      

              	
                In
      the presence of:

              


      

      


      


      


      


      
        	
                /s/ Sangeetha Prabhakar

              	 
      	
                /s/ Richard Finlay

              	 
	
                Witness

              	 
      	
                CONSOLIDATED
      WATER CO. LTD.

              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                EXECUTED
      by

              	 
      	 
      	 
	
                FREDERICK
      W. MCTAGGART.

              	 
      	 
      	 
	
                In
      the presence of:

              	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                /s/ Tracey Ebanks

              	 
      	
                /s/ Frederick W. McTaggart

              	 
	
                Witness

              	 
      	
                FREDERICK
      W. MCTAGGART

              	 


      

    

     

     

     

     

    
      
         

      

      
        3