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                                                                    Exhibit 99.2

                           CONSOLIDATED WATER CO. LTD.
                             AUDIT COMMITTEE CHARTER
 PURPOSE

         The purpose of the Audit Committee of Consolidated Water Co. Ltd. (the
"Corporation") is to act on behalf of the board of directors and to oversee all
material aspects of the organization's financial reporting, control and audit
functions, including but not limited to, reviewing the financial information to
be provided to the Corporation's shareholders, reviewing the systems of internal
controls established by the Corporation's officers and board of directors and
selecting and evaluating the Corporation's independent accountants. The Audit
Committee does not itself prepare financial statements or perform audits, and
its members are not auditors or certifiers of the Corporation's financial
statements. Consistent with this purpose, the Audit Committee shall encourage
continuous improvement of, and foster adherence to, the Corporation's policies,
procedures and practices at all levels. The Audit Committee shall provide
assistance to the directors of the Corporation in fulfilling their
responsibility to the shareholders and investment community relating to
corporate accounting, reporting practices of the Corporation, and the quality
and integrity of the financial reports of the Corporation. In so doing, it is
the responsibility of the Audit Committee to maintain free and open means of
communication between the directors, the independent auditors, and the financial
management of the Corporation. In discharging its oversight role, the Audit
Committee is empowered to investigate any matter brought to its attention with
full access to all books, records, facilities and personnel of the Corporation.

MEMBERSHIP

         The Audit Committee shall be composed of not less than three (3)
directors of the Corporation, each of whom is "independent" as such term is
described in the rules of the Nasdaq Stock Market, Inc. ("Nasdaq") and the
Securities Exchange Act of 1934 (the "Act") and the rules and regulations
thereunder, as in effect from time to time. However, one (1) director may serve
as a member of the Audit Committee for a period of no longer than two (2) years
who does not qualify as "independent" under Nasdaq Rule 4200, if the
Corporation's board of directors determines that such person's membership on the
Audit Committee is required in the best interest of the Corporation and its
shareholders. Each member of the Audit Committee shall be able to read and
understand fundamental financial statements at the time of his or her
appointment. All Audit Committee members will be financially literate, and at
least one member shall qualify as an "audit committee financial expert," as such
term is defined in the Instructions to paragraph (h)(1) of Item 401 of
Regulation S-K, as in effect from time to time.

         The members of the Audit Committee shall be elected by the board of
directors of the Corporation following each annual general meeting of
shareholders and shall serve until their successors shall be duly elected and
qualified or until their earlier resignation and removal. Unless the chairperson
of the Audit Committee is elected by the full board of directors of the
Corporation, the members of the Audit Committee may designate a chairperson by a
majority vote of the full Audit Committee membership. The Chairperson of the
Audit Committee shall be an "independent" director under the Nasdaq rules, as
well as the Act and the rules and regulations promulgated thereunder.


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MEETINGS

         The Audit Committee shall generally hold regular meetings at least
quarterly but more frequently if circumstances make that preferable. The
chairperson of the Audit Committee has the power to call an Audit Committee
meeting in person or by conference call whenever he or she thinks there is a
need. Audit Committee agendas shall be the responsibility of the chairperson,
with input from the other members of the Audit Committee. The Audit Committee
may designate subcommittees of one or more of its members to report to the full
Audit Committee. The majority of the members of the Audit Committee shall
constitute a quorum.

         Minutes of the meetings of the Audit Committee shall be prepared by the
chairperson or his or her designee and maintained at the Corporation. Draft
minutes shall be circulated to members for approval. Resolutions by the Audit
Committee may also be adopted by unanimous written consent of all members.

DUTIES AND RESPONSIBILITIES

         In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the Corporation are in
accordance with all requirements and are of the highest quality.

         In carrying out these responsibilities, the Audit Committee will:

         o        Obtain the full board of directors' approval of this Charter
                  and review and reassess this Charter as conditions dictate (at
                  least annually).

         o        Select the independent auditors to audit the financial
                  statements of the Corporation and its divisions and
                  subsidiaries. The Audit Committee will also review and set any
                  fees paid to the independent auditor and review and approve
                  dismissal of the independent auditor.

         o        Analyze and discuss with the independent auditors the fees
                  charged to the Corporation for services rendered by the
                  independent auditor.

         o        Conduct an annual evaluation of the independence of the
                  outside auditor, based in part on review and discussion of a
                  formal written statement delineating all relationships between
                  the auditor and the Corporation and any other relationships
                  that may adversely affect the independence of the auditor.

         o        Have a clear understanding with the independent auditors that
                  they are ultimately accountable to the board of directors and
                  the Audit Committee, as the shareholders' representatives, who
                  have the ultimate authority in deciding to engage, evaluate,
                  and if appropriate, terminate their services.

         o        Meet with the independent auditors and financial management of
                  the Corporation to




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                  review the scope of the proposed audit for the current year
                  and timely review of the Corporation's quarterly reports, and
                  the audit procedures to be utilized, and at the conclusion
                  thereof review such audit or review, including any comments or
                  recommendations of the independent auditors.

         o        Review with the independent auditors and the Corporation's
                  financial and accounting personnel, the adequacy and
                  effectiveness of the accounting and financial controls of the
                  Corporation, and elicit any recommendations for the
                  improvement of such internal control procedures or particular
                  areas where new or more detailed controls or procedures are
                  desirable. Particular emphasis should be given to the adequacy
                  of such internal controls to expose any payments,
                  transactions, or procedures that might be deemed illegal or
                  otherwise improper. Further, the Audit Committee should
                  periodically review the Corporation's policy statements to
                  determine their adherence to the Corporation's code of
                  conduct.

         o        Provide sufficient opportunity for the independent auditors to
                  meet with the members of the Audit Committee without members
                  of management present. Among the items to be discussed in
                  these meetings are the independent auditors' evaluation of the
                  Corporation's financial, accounting, and auditing personnel,
                  and the cooperation that the independent auditors received
                  during the course of the audit.

         o        Establish policies and procedures for the engagement of
                  outside auditors to provide non-audit services, including
                  procedures for pre-approval of non-audit services permitted by
                  law to be performed by the independent auditor outside the
                  scope of the engagement letter, and consider whether the
                  independent auditor's performance of such services, together
                  with any other non-audit services being performed, is
                  compatible with the auditor's independence.

         o        Set clear hiring policies for employees or former employees of
                  the independent auditors that meet the requirements set forth
                  in Rule 2-01(c)(2)(ii) of Regulation S-X, as amended from time
                  to time, and all applicable stock exchange or NASDAQ listing
                  standards.

         o        Review any material pending legal proceedings involving the
                  Corporation and other contingent liabilities.

         o        Review accounting and financial human resources and succession
                  planning within the Corporation.

         o        Submit the minutes of all meetings of the Audit Committee to,
                  or discuss the matters discussed at each Audit Committee
                  meeting with, the board of directors.

         o        Investigate any matters brought to its attention within the
                  scope of its duties, with the power to retain outside counsel
                  and other experts for this purpose if, in its judgment, that
                  is appropriate.



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         o        Review management's assertion on its assessment of the
                  effectiveness of internal controls as of the end of the most
                  recent fiscal year and the independent auditors' report on
                  management's assertion.

         o        Establish policies and procedures to receive and process: (1)
                  complaints received by the Corporation concerning accounting,
                  internal accounting controls or auditing matters, and (2) the
                  confidential anonymous submissions by employees of the
                  Corporation of concerns regarding questionable accounting or
                  auditing matters.

         o        Review the quarterly financial statements with financial
                  management and the independent auditors prior to the filing of
                  the Form 10-Q (or prior to the press release of results, if
                  possible) to determine that the independent auditors do not
                  take exception to the disclosure and content of the financial
                  statements, and discuss any other matters required to be
                  communicated to the committee by the auditors. The chair of
                  the committee may represent the entire committee for purposes
                  of this review.

         o        Review the financial statements contained in the annual report
                  to shareholders with management and the independent auditors
                  to determine that the independent auditors are satisfied with
                  the disclosure and content of the financial statements to be
                  presented to the shareholders. Review with financial
                  management and the independent auditors the results of their
                  timely analysis of significant financial reporting issues and
                  practices, including changes in, or adoptions of, accounting
                  principals and disclosure practices, and discuss any other
                  matters required to be communicated to the committee by the
                  auditors. Also review with financial management and the
                  independent auditors their judgments about the quality, not
                  just acceptability, of accounting principles and the clarity
                  of the financial disclosure practices used or proposed to be
                  used, and particularly, the degree of aggressiveness or
                  conservatism of the organization's accounting principles and
                  underlying estimates, and other significant decisions made in
                  preparing the financial statements.

         o        Review and discuss with management and the independent auditor
                  any material financial or other arrangements of the
                  Corporation which do not appear on the financial statements of
                  the Corporation.

         o        Establish policies and procedures providing for Audit
                  Committee review and approval of all "related party
                  transactions" for potential conflicts of interest. For
                  purposes of this provision, "related party transactions" refer
                  to transactions required to be disclosed pursuant to Item 404
                  of Regulation S-K promulgated under the Securities Exchange
                  Act of 1934.

         o        Review and discuss with management and the independent
                  auditors any accounting policies and estimates which may be
                  viewed as critical to the Corporation and any significant
                  changes in the accounting policies of the Corporation and
                  accounting and financial proposals that may have a significant
                  impact on the Corporation's financial reports.



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         o        On an annual basis, obtain from the independent auditors a
                  written communication delineating all their relationships and
                  professional services as required by Independence Standards
                  Board Standard No. 1, Independence Discussions with Audit
                  Committees. In addition, review with the independent auditors
                  the nature and scope of any disclosed relationships or
                  professional services and take, or recommend that the board of
                  directors take, appropriate action to ensure the continuing
                  independence of the auditors.

         o        Review the report of the Audit Committee in the annual report
                  to shareholders and the Annual Report on Form 10-K disclosing
                  whether or not the committee had reviewed and discussed with
                  management and the independent auditors, as well as discussed
                  within the Audit Committee (without management or the
                  Independent auditors present), the financial statements and
                  the quality of accounting principles and significant judgments
                  affecting the financial statements. In addition, disclose the
                  Audit Committee's conclusion on the fairness of presentation
                  of the financial statements in conformity with GAAP based on
                  those discussions.

         o        Review the Company's disclosure in the proxy statement for its
                  annual general meeting of shareholders that describes that the
                  Audit Committee has satisfied its responsibilities under this
                  Charter for the prior year. In addition, include a copy of
                  this Charter in the annual report to shareholders or the proxy
                  statement at least triennially or the year after any
                  significant amendment to the Charter.






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