<PAGE>
                                                                   Exhibit 10.31
                                    AGREEMENT

THIS AGREEMENT is made this 1st day of February, 2002,



BETWEEN:          CONSOLIDATED WATER CO. LTD.
                  a Cayman Islands company having its registered office at
                  Trafalgar Place, West Bay Road, P.O. Box 1114, George Town,
                  Grand Cayman B.W.I. ("CWC")

AND:              CAYMAN HOTEL & GOLF INC.
                  a Canada corporation having its address for service in the
                  Cayman Islands in care of Ritch & Conolly, Queensgate House,
                  South Church Street, P.O. Box 1994, George Town, Grand Cayman
                  B.W.I.("the Customer")


RECITAL:

The Customer wishes to obtain a supply of potable water in specified volume (i)
by pipe for the Hotel known as the Hyatt Regency, on both sides of the West Bay
Road, Grand Cayman and the irrigation of its golf course and (ii) by the
Customer's truck for the Rum Point restaurant at Rum Point, and CWC has agreed
to supply the water on the terms set out in this Agreement;

AGREEMENT:

1.       SUPPLY OF WATER

         (1)      Subject to sub-clause (4), CWC will supply the Customer from
                  the Commencement Date until the expiry of the Term, on the
                  terms and conditions set out in this Agreement potable water
                  to the quality standard required by its Concession at the
                  meter or meters referred to in Clause 2(3) at a maximum rate
                  of 260 gallons per minute at 62 pounds per square inch gauge.

         (2)      The Volume of water supplied will be a minimum of 170,000 U.S.
                  gallons per day. The maximum volumes to be supplied will be
                  the amount from time to time agreed by CWC who must use its
                  best endeavours to supply the Customer's demands in full.

         (3)      Notwithstanding that CWC has connected any water supply to a
                  hydrant or sprinkler system in the Hotel, it is expressly
                  agreed that CWC will be under no obligation to provide water
                  for fire fighting purposes or to ensure that the Water Tank
                  contains water at any time whatever or under any
                  circumstances, and will only supply water for those purposes
                  if it is able to do so, and will not be liable for any damage
                  whatever to the Hotel or any part of it caused by fire or any
                  related cause.

         (4)      For the purposes of this Agreement, the water supplied to the
                  Customer is deemed to be the amount of water shown by:-

                                       1
<PAGE>

         (a)      the meter measuring the amount of water passing through the
                  Fire Pump; plus

         (b)      the meter measuring the amount of water flowing into the
                  Irrigation Tank; plus

         (c)      the Property Meter

                  less the amount of water shown by the Main Meter.

         (5)      CWC must give not less than twenty-four (24) hours' notice to
                  the Customer of any occasion on which to its knowledge the
                  Water Tank will for any reason contain less than 250,000 U.S.
                  gallons of water and if in circumstances unforeseen by CWC,
                  the water in the Water Tank is, or within twenty-four (24)
                  hours will be, reduced below 250,000 U.S. gallons, CWC must
                  notify the Customer immediately it becomes aware of that fact.

2.       PAYMENT

         (1)      From the Commencement Date until the end of the Term, the
                  Customer will, subject to sub-clause (6) and clause 4, pay a
                  price per 1,000 U.S. gallons equal to the total of the
                  following:-

                  (a)      for the Required Monthly Gallonage in any calendar
                           month, US$8.50 subject to adjustment on 1st January,
                           2003 and on each January 1st thereafter in accordance
                           with sub-clause (2);

                  (b)      for any volume supplied in excess of the Required
                           Monthly Gallonage in any calendar month, the price
                           charged to commercial consumers from time to time
                           within that part of the Licence Area in which the
                           Hotel is situated; and

                  (c)      the Energy Adjustment Factor from time to time.

         (2)      On each 1st January commencing 1st January, 2003 the
                  Consumption Charge per 1,000 U.S. gallons of the Required
                  Monthly Gallonage in that year will be adjusted to the figure
                  obtained by reference to the following formula:-

                          5.41 X USPPIL + 3.09 X CICPIL
                          -------------   -------------
                              USPPI00        CICPI00

                  For the purposes of this clause:-

                  USPPIL is the United States Producer Price Index for
                  Industrial Commodities at the preceding September 30th and
                  USPPI00 is that index at September 30, 2000, and

                  CICPIL is the Cayman Islands Consumer Price Index at the
                  preceding September 30th and CICPI00 is that index at
                  September 30, 2000.

                  BUT if the Cayman Islands Government does not produce a
                  Consumer Price Index at any relevant date, the United States
                  Government Consumer Price Index for that date and September
                  30, 2000 must be used.

                                       2
<PAGE>

         (3)      (a)      CWC must furnish, fix and maintain in good repair the
                           Main Meter, the Property Meter and the meters
                           measuring the volumes of water flowing into the
                           Irrigation Tank and passing through the Fire Pump for
                           determining the quantity of water used by the
                           Customer. The Customer must pay the rental specified
                           in paragraph (b) for the use of the Property Meter
                           and the meter measuring the volume of water passing
                           through the Fire Pump only, which will remain the
                           property of CWC. If any meter is damaged by the
                           Customer, its servants, agents or invitees, CWC will
                           repair or replace the meter but at the Customer's
                           expense. The Customer is liable for the cost of all
                           water passing through (i) the Property Meter and (ii)
                           the meters measuring the volumes of water flowing
                           into the Irrigation Tank and passing through the Fire
                           Pump, less water passing through the Main Meter
                           unless any meter is found to be defective after a
                           complaint by the Customer to CWC. CWC will charge the
                           Customer for water used based on the average water
                           consumption of the previous twelve (12) months when
                           the defective meter was working, pro rata for the
                           period when the meter was not recording correctly or
                           not recording at all.

                  (b)      Meter rates are as follows:-
<TABLE>
<CAPTION>

                              SIZE           MONTHLY RENTAL           CONNECTION FEE           RECONNECTION FEE
                              ----           --------------           --------------           ----------------
                           <S>               <C>                      <C>                      <C>

                           20 mm (3/4")         CI$ 3.50               CI$ 80.00                     CI$ 50.00
                           25 mm (1")           CI$ 5.00               CI$120.00                     CI$ 75.00
                           38 mm (1 1/2")       CI$ 7.50               CI$175.00                     CI$110.00
                           50 mm (2")           CI$10.00               CI$240.00                     CI$150.00
                           75 mm (3")           CI$15.00               CI$360.00                     CI$225.00
                           100 mm (4")          CI$25.00               CI$560.00                     CI$300.00
                           150 mm (6")          CI$40.00               CI$800.00                     CI$350.00
</TABLE>

         (4)      CWC must invoice the Customer for the Monthly Charge for the
                  previous calendar month and any unpaid balance on the account
                  (including interest on any late payments at the rate set out
                  below) and the Customer must pay each invoice within
                  twenty-one (21) days failing which the Customer must pay CWC
                  interest at the rate of 1 1/2% per month calculated on a daily
                  basis from the due date to the date of payment, which CWC may
                  charge whether or not it continues to supply water. If any
                  invoice remains unpaid for 30 days from its date then CWC may
                  cease supplying water until the Customer pays all invoices up
                  to date.

         (5)      The water supply service must be used only by the Customer or
                  his tenants or guests and must not be re-sold or otherwise
                  supplied to third parties, either within or outside the
                  boundaries of the Hotel.

         (6)      For the period beginning on the date of this agreement and
                  ending on 31st May, 2002 only, for any gallonage supplied in
                  excess of the Required Monthly Gallonage in any calendar
                  month, the Customer will pay a price per 1000 U.S. gallons
                  equal to the price payable pursuant to subclause 2(1)(a) and
                  (c) in the relevant calendar month for the Required Monthly
                  Gallonage.

                                       3
<PAGE>

3.       SECURITY DEPOSIT

         The Customer must pay CWC on the date of this Agreement, a deposit of
         US$50,000.00 which CWC must hold on account of the payment of the
         Monthly Charge during the last month of this Agreement. So long as the
         Customer has paid all charges (including any interest on late payments)
         due under this Agreement during the previous year, CWC must, on every
         anniversary of the payment of the deposit, compute and credit the
         Customer against the following month's bill for water under this
         Agreement, interest on that deposit at the average rate paid by Cayman
         National Bank during the previous year on fixed deposits of
         US$50,000.00 for periods of one year. If at the end of this Agreement
         any portion of the deposit remains unused, CWC must immediately refund
         it to the Customer without interest.

4.       MINIMUM WATER QUANTITY

         (1)      The Customer must pay the Consumption Charge for at least
                  170,000 U.S. gallons of water per day whether or not it is
                  used if CWC was able to supply that quantity on the particular
                  day. If CWC could not have supplied that quantity of water on
                  any day, the Customer need only pay for the quantity which
                  could have been supplied.

         (2)      Notwithstanding sub-clause (1), if in any month after May 2002
                  the Customer does not use the minimum water quantity for which
                  he has paid the Consumption Charge, CWC must give credit in
                  succeeding months for the Consumption Charge paid in respect
                  of the unused water against the Monthly Charge for water used
                  in those months in excess of the minimum quantity BUT except
                  in respect of credits earned after 31st May, 2026, which will
                  expire on the expiration of this Agreement, unused credits
                  earned in each 24 month period which commences 1st June during
                  the Term (the first of which will commence 1st June, 2002)
                  will expire at the end of each such 24 month period.

5.       FORCE MAJEURE

         Notwithstanding anything to the contrary in this Agreement, the
         Customer's rights against CWC and any corresponding obligations of the
         Customer will be suspended during any period in which CWC cannot carry
         out its obligations under this Agreement because of FORCE MAJEURE which
         includes, without limitation, hurricane, fire, flood or other acts of
         God, accident, explosion, war, strike, lockout, labour trouble,
         expropriation by Governmental authority, regulation, orders or requests
         of Governmental agencies or inability by the exercise of reasonable
         diligence to obtain supplies, materials or power.

6.       ASSIGNMENT

         (1)      The Customer may not assign the benefit of this Agreement
                  without first obtaining CWC's consent (such consent not to be
                  unreasonably withheld or delayed) BUT:-

                  (a) may without that consent and subject to it remaining fully
                      liable to CWC in all  respects  assign this Agreement to

                     o     any wholly owned subsidiary company or any company
                           which owns all of the Customer's shares; or

                                       4
<PAGE>

                     o     any successor to the Customer by consolidation,
                           merger or other corporate action; or

                     o     the operator of the Hotel (currently the Hyatt
                           Regency, Grand Cayman) from time to time; or

                     o     any purchaser of the Customer or purchaser of the
                           Hotel.

                  (b) in every case, each assignee of the Customer must assume
                      and will be taken to have assumed the obligations under
                      this Agreement and will be liable in addition to the
                      Customer, from the date of the assignment, to comply with
                      all the Customer's obligations in it.

                  The Customer must give notice to CWC within one month after
                  any transaction under this clause, supplying a copy of the
                  instrument.

                  On CWC's giving consent to any assignment and the assignee
                  agreeing to accept all of the Customer's obligations under
                  this Agreement, the Customer will be released from all those
                  obligations as of the date of CWC's consent, but without
                  prejudice to CWC's right of action in respect of any
                  antecedent breaches by the Customer.

         (2)      CWC agrees that if at any time CWC assigns or transfers the
                  Concession or the Concession is granted to another company in
                  which CWC has an interest, it will assign this Agreement to
                  the assignee, transferee or grantee (as the case may be) of
                  the Concession.

7.       TERMINATION

         (1)      This Agreement may, without prejudice to any other rights
                  which the terminating party may have against the other, be
                  terminated by either party before the end of the Term if the
                  other party:-

                  (a) does not comply with any of its representations,
                      warranties or agreements set out in this Agreement and
                      does not remedy the breach (if capable of remedy) within
                      30 days of service on it of notice so to do; or

                  (b) is prohibited from performing its obligations under this
                      Agreement as a result of any applicable law or regulation.

         (2)      The Customer may terminate this Agreement at any time after
                  the Lease has been terminated by the Customer pursuant to the
                  termination provisions contained in the Lease.

8.       NOTICES

         (1)      A notice or other communication under or in connection with
                  this Agreement shall be in writing and shall be delivered
                  personally or sent by telefax, as follows:-

                                       5
<PAGE>

                 (a) if to CWC, to:-

                                    Trafalgar Place
                                    West Bay Road, West Bay
                                    P.O. Box 1114
                                    George Town, Grand Cayman B.W.I.
                                    Telefax:  (345) 945-4191

                     with a copy to:-

                                    Myers & Alberga
                                    One Regis Place, 90 Fort Street
                                    P.O. Box 472
                                    George Town, Grand Cayman B.W.I.
                                    Attn:  Mr. Bryan L. Ashenheim
                                    Telefax: (345) 949-8171

                  (b) if to the Customer, to:-

                                    P.O. Box 1698
                                    George Town, Grand Cayman B.W.I.
                                    Telefax:  (345) 949-8032

                      with a copy to:-

                                    Ritch & Conolly
                                    P.O. Box 1994
                                    George Town, Grand Cayman B.W.I.
                                    Attn:  Mr. Angus Charlton
                                    Telefax:  (345) 949-8652 or 949-0673

                  or to another person, address or telefax number specified by a
                  party by written notice to the others.

         (2)      In the absence of evidence of earlier receipt, a notice or
                  other communication is deemed given:-

                  (a) if delivered personally, when left at the address referred
                      to in Clause 8(1).

                  (b) if sent by telefax, on completion of its transmission or,
                      if sent on a day which is not a working day at the
                      recipient's address, at 9:00 a.m. (recipient's time) on
                      the next succeeding working day at the recipient's
                      address.

9.       ENTIRE AGREEMENT, BINDING EFFECT AND MODIFICATION

         This Agreement is binding on the parties and their respective
         successors and assigns and may be amended or modified only by a further
         written agreement signed by both parties. This Agreement sets out the
         entire agreement of the parties with respect to its subject matter and
         supersedes all previous agreements and understandings whether oral or
         written relating to it.

                                       6
<PAGE>

10.      NO WAIVER OF TERMS

         Unless there is a written agreement to the contrary, no neglect,
         omission or forbearance on CWC's part to take advantage of or enforce
         any right or remedy arising out of any breach or non-observance of any
         of the terms and conditions contained or implied in this Agreement will
         be deemed to be or operate as a general waiver of that term or
         condition or the right to enforce or take advantage of it in respect of
         any breach or non-observance of it either original or recurring.

11.      DEFINITIONS

         For the purposes of this Agreement:-

         (1) "the Commencement Date" means the 1st day of February, 2002.

         (2) "the Concession" means the concession granted to CWC under the Law,
             as amended from time to time.

         (3) "the Consumption Charge" means the charge in sub-clause 2(1)(a)
             subject to adjustment in accordance with sub-clause 2(2).

         (4) "the Energy Adjustment Factor" means the Energy Adjustment Factor
             as defined in the Concession.

         (5) "the Fire Pump" means the Customer's fire pump connected to the
             Water Tank.

         (6) "the Hotel" means the hotel presently known as the Hyatt Regency,
             the Britannia golf course, the Hyatt beach club and Hemingway's
             restaurant and the Rum Point restaurant comprised in the Land
             Registers referred to in the Schedule.

         (7) "the Irrigation Tank" means the Customer's irrigation tank marked
             as such on the Plan.

         (8) "the Law" means the Water (Production and Supply) Law (1996
             Revision) which expression includes any amendment, consolidation or
             re-enactment of it.

         (9) "the Lease" means the lease under the Registered Land Law between
             the Customer as landlord and CWC as tenant of part of the land
             comprised in Registration Section West Bay Beach South Block 12D
             Parcel 79REM1.

         (10) "the Licence Area" means the area for which CWC has been granted
              the Concession under the Law.

         (11) "the Main Meter" means the water meter edged purple on the Plan
              metering the supply of water to that part of the Britannia
              Development known as "Britannia Villas".

         (12) "the Monthly Charge" means the total of the Consumption Charge and
              the Energy Adjustment Factor in respect of each month.

         (13) "the Plan" means the plan attached to this Agreement marked
              `Property Plan' and initialled by the parties for the purposes of
              identification.

                                       7
<PAGE>

         (14) "the Property Meter" means the water meter at the boundary of the
              Property to which the Water Pipe is connected, the location of
              which is marked in pink on the Plan.

         (15) "the Required Monthly Gallonage" means 170,000 multiplied by the
              number of days in the relevant calendar month.

         (16) "the Term" means the period of twenty-five (25) years or until the
              earlier expiry of the Concession or any renewal of it, commencing
              on the Commencement Date.

         (17) "the Water Pipe" means the water pipe coloured brown on the Plan
              running from the Property Meter to the Main Meter.

         (18) "the Water Tank" means the water tank owned by CWC located on the
              Property and marked as such on the Plan.

12.      APPLICABLE LAW AND FORUM

         This Agreement is governed by and must be construed in accordance with
         the laws of the Cayman Islands and both parties submit to the
         non-exclusive jurisdiction of the Cayman Islands Courts.

                                  THE SCHEDULE

<TABLE>
<CAPTION>
                                                       THE HOTEL

<S>                                     <C>                                    <C>
         REGISTRATION SECTION                            BLOCK                                 PARCEL
--------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12C                                    27
---------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12D                                  24 & 26
---------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12D                                  79REM1
---------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12E                                    89
---------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12E                                    88
---------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12E                                    94
---------------------------------------- -------------------------------------- --------------------------------------
         West Bay Beach South                             12C                                    154
---------------------------------------- -------------------------------------- --------------------------------------
               Rum Point                                  33B                                 169 & 173
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>



SIGNED for and on behalf of          )           CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD. by       )
                                     )
a Director, in the presence of:-  )
                                                 Per: /s/ Jeffrey M. Parker
                                     )                --------------------------
     /s/ Frederick Mctaggart         )                        Director
-----------------------------------
Witness

SIGNED on behalf of CAYMAN           )           CAYMAN HOTEL & GOLF INC.
HOTEL & GOLF INC. by                 )
Scott McCaw         , a Director,    )
and by Peter Janson     , a Director )           Per: /s/ Scott Mccaw
                                                     ---------------------------
the presence of:- Marilyn Rolfe      )                        Director
                                     )
   /s/ Marilyn Rolfe                 )           Per: /s/ Peter Janson
-----------------------------------                  ---------------------------
Witness                                                       Director


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