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                                                                   Exhibit 10.52


                                      LEASE

THIS LEASE is made the 10th day of December __, 2001,


BETWEEN:    CAYMAN HOTEL & GOLF INC., a Canada corporation, of P.O. Box 1698,
            George Town, Grand Cayman B.W.I. ("the Landlord")

AND:        CONSOLIDATED WATER CO. LTD., a Cayman Islands company,  of P.O.
            Box 1114, George Town, Grand Cayman B.W.I. ("the Tenant")

AND WITNESSES as follows:-

1.       In this Lease:-

         (1)      unless inconsistent with the context or subject matter or
                  circumstances the following expressions have the following
                  meanings:-

                  (a)      "the Adjoining Property" means the lands comprised in
                           West Bay Beach South Registration Section Block 12C
                           Parcels 27 and 154, Block 12D Parcels 24, 26 and
                           79REM1 (other than the Land) and Block 12E Parcels
                           88, 89 and 94 and any other land which adjoins the
                           Land in which the Landlord during the Term acquires
                           an interest as proprietor or tenant.

                  (b)      "the Building" means the building on the Land in
                           which the Tenant's water plant and the laundry for
                           the Hotel are situated shown edged blue on the Plan.

                  (c)      "the Common Areas" means all those parts of the
                           Landlord's adjoining land shown hatched in red on the
                           Plan.

                  (d)      "Conduits" includes wires, cisterns, chutes or pipes
                           for the supply of water, telephone, electricity and
                           gas and the disposal of domestic waste in, under or
                           over the Land.

                  (e)      "the Land" means the land and buildings comprised in
                           this Lease and shown for the purposes of
                           identification only edged red on the Plan but
                           excluding the Landlord's Building.

                  (f)      "the Landlord's Building" means the building marked
                           "Golf Cart Maintenance" hatched green on the Plan,
                           and any of its contents from time to time.

                  (g)      "the Landlord" and "the Tenant" include their
                           respective successors in title.

                  (h)      "Notice" includes demand and vice versa.

                  (i)      "the Plan" means the plan of the Land attached marked
                           "Lease Plan".





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                  (j)      "the Plant" means the machinery, equipment and
                           personal property described and listed in the
                           Schedule.

                  (k)      "the Right of Way" means all that part of the Land
                           shown delineated in red on the Plan.

                  (l)      "the RO Area" means the area of the Building edged in
                           red and shown on the Plan.

                  (m)      "share(d)" means share(d) with the Landlord.

                  (n)      "the Term" means twenty-five (25) years starting on
                           1st]. -

                  (o)      "the Water Supply Agreement" means an agreement for
                           the supply of water to the Hotel dated the same day
                           as this Lease and made between the Landlord and the
                           Tenant.

(2)(a)   An obligation not to do something includes an obligation not to permit
         or suffer others to do it.

(b)      An obligation imposed is to be performed and a power or right conferred
         is exercisable, in each case from time to time.

(c)      Consent, approval and notice must be in writing.

(d)      The headings are for convenience only and have no legal effect.

(e)      References to the Laundry include parts of it.

(f)      References to the Land include parts of it.

(g)      Words of one gender include words of any other gender.

(h)      Singular words include the plural and vice versa and where there are
         two or more persons included in the expression "the Tenant", agreements
         made by the Tenant are joint and separate.



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2. RENT

     The Landlord LEASES the Land to the Tenant for the Term together with the
     rights set out in sub-clause 5(ii) but excepting and reserving to the
     Landlord the rights set out in sub-clause 5(i), subject to the right of
     re-entry in Clause 5(iv), at the rent of One United States Dollars
     (US$1.00) per year. The Tenant must pay the rent in United States Dollars
     to the Landlord in advance on or before the 1st day of.

3. TENANT'S AGREEMENTS

     The Tenant agrees with the Landlord:-

         (i) PAYMENTS

         to pay:-

         (a)      the rent without any set off or counterclaim in accordance
                  with Clause 2;

         (b)      all rates, taxes, assessments, duties, charges, impositions
                  and outgoings that are or now or may at any time during the
                  Term be charged, assessed or imposed upon the Land or upon the
                  owner or occupier of it. The Tenant must also pay and
                  indemnify the Landlord against the proportion reasonably
                  attributable to the Land of all rates, taxes, assessments,
                  duties, charges, impositions and outgoings that are now or may
                  at any time during the term be charged, assessed or imposed on
                  the Land and any other property including Adjoining Property
                  or on their owners or occupiers;

         (c)      the stamp duty on this Lease and on one copy and its own legal
                  fees; and

         (d)      to the Landlord on an indemnity basis all costs, fees,
                  charges, disbursements and expenses including without
                  prejudice to the generality of the above those payable to
                  counsel, solicitors, surveyors and bailiffs incurred by the
                  Landlord in relation to or incidental:-

                  (1)      Every application made by the Tenant for a consent or
                           licence required by the provisions of this Lease
                           whether it is granted, refused or offered subject to
                           any qualification or condition or the application is
                           withdrawn

                  (2)      The contemplation, preparation and service of any
                           notices under this Lease or in contemplation of
                           proceedings against the Tenant even if forfeiture is
                           avoided otherwise than by relief granted by the court

                  (3)      The recovery or attempted recovery of arrears of rent
                           or other sums due under this Lease and any steps
                           taken in contemplation of or in connection with the
                           preparation and service of a schedule of dilapidation
                           during or after the end of the Term.




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REPAIR

         (ii)(a)   to keep every part of the Land (other than the Building)
                  and the interior of the RO Area and all fixtures, fittings and
                  equipment in it owned by the Landlord in good condition,
                  clean, tidy and well-decorated, fair wear and tear and damage
                  of which the Tenant, its licensees, invitees or visitors are
                  not the cause excepted; and

             (b)  to permit the Landlord and its agents to paint or treat the
                  outside of the Building and all doors leading into the RO Area
                  and the outside of all windows and walls in the RO Area in
                  such colour and manner as the Landlord decides.

NO ALTERATION

         (iii)    not to alter, cut or damage the RO Area or any other part of
                  the Building without the Landlord's consent (which is deemed
                  to be given to the extent that it is within the RO Area and is
                  required for the operation of the Tenant's business situated
                  therein) and not to make any exterior alteration in the
                  appearance of the Building; and if it does so, to pay the
                  Landlord on demand the entire cost which the Landlord incurs
                  in repairing or replacing that damage.

NUISANCE

         (iv)     save as may be required for the normal operation of the
                  Tenant's business, not to do on or in the Land or any part of
                  the Building anything which in the Landlord's opinion:-

                  (a)      is a nuisance to others;

                  (b)      is dangerous; or

                  (c)      might prejudice the Landlord's insurance cover or
                           increase the premium

                  and in particular, but without prejudice to the generality of
                  the foregoing or of the exception referred to, not to use on
                  the Land any chemicals which either individually or in
                  combination are noxious or explosive.

     ENTRY

         (v)(a)   to permit the Landlord and its agents to enter at all
                  reasonable times on reasonable notice except in an emergency
                  (when no notice is required) to:-

                  (1)      ascertain whether or not the covenants and conditions
                           of this Lease have been observed and performed and to
                           view the state of repair and condition of the Land;

                  (2)      carry out repairs;



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                  (3)      do any work which the Tenant should have done under
                           this Lease;

                  (4)      comply with its other obligations under this Lease;

                  (5)      give to the Tenant or leave on the Land a notice
                           specifying the works required to remedy any breach of
                           the Tenant's obligations in this Lease.

         (b)      to carry out the work specified in any such notice to repair
                  as soon as possible.

         (c)      if within one month of service of a notice to repair the
                  Tenant has not started to execute the work referred to in that
                  notice or is not proceeding diligently with it or if the
                  Tenant fails to finish the work within two months, to permit
                  the Landlord to enter the premises to execute the outstanding
                  works and pay to the Landlord the cost of so doing and all
                  expenses incurred by the Landlord including legal costs and
                  surveyors fees within seven days of demand.

     ASSIGNMENT & SUB-LETTING

         (vi)(a)  not to assign, sublet or charge part only of the Land.

             (b)  save in respect of the floating Charge under the Tenant's
                  existing Debenture granted to the Royal Bank of Canada or any
                  Debenture replacing it, not to assign, sub-let or charge the
                  whole of the Land without the consent of the Landlord whose
                  consent may not be unreasonably withheld except that the
                  Tenant may without that consent and subject to it remaining
                  fully liable to the Landlord in all respects assign this Lease
                  to

                  o        any wholly owned subsidiary company or any company
                           which owns all of the Tenant's shares, or

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

                 in every case, each assignee of the Tenant assuming and being
                 taken to have assumed this Lease and being liable in addition
                 to the Tenant, from the date of the assignment, to comply with
                 all the Tenant's obligations in it but:-

                  (1)      if any of the following circumstances apply either at
                           the date when application for consent to assign is
                           made to the Landlord or after that date but before
                           the Landlord's consent is given the Landlord may
                           withhold its consent and if, after the Landlord's
                           consent has been given but before the assignment has
                           taken place, any such circumstances apply the
                           Landlord may revoke his consent. The circumstances
                           are:-

                           (i)      That any sum due from the Tenant under this
                                    Lease remains unpaid.

                           (ii)     That in the Landlord's reasonable opinion
                                    the assignee is not a person who is likely
                                    to be able to comply with the Tenant's



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                                    covenants of this Lease and to continue to
                                    be able to comply with them following the
                                    assignment.


                           (iii)    That the assignee or any guarantor for the
                                    assignee is a corporation registered or
                                    otherwise resident in a jurisdiction in
                                    which the order of a court obtained in the
                                    Cayman Islands will not necessarily be
                                    enforced against the assignee or guarantor
                                    without any consideration of the merits of
                                    the case.

                  (2)      The Landlord may impose any or all of the following
                           conditions on giving any consent for an assignment by
                           the Tenant and any such consent is to be treated as
                           being subject to each of the following:-

                           (i)      A condition if reasonably so required by the
                                    Landlord on an assignment to a limited
                                    company that the assignee must ensure that
                                    at least two directors of the company or
                                    some other guarantor or guarantors
                                    acceptable to the Landlord enter into direct
                                    covenants with the Landlord in such form as
                                    the Landlord shall specify.

                           (ii)     A condition that if at any time before the
                                    assignment the circumstances specified in
                                    clause (c) above or any one of them apply
                                    the Landlord may revoke the consent by
                                    written notice to the Tenant.

         (c)      not to grant a permitted sublease with a fine or premium and
                  to grant it on similar terms to this Lease containing
                  provisions:-

                  (1)      Prohibiting the sub-tenant from doing or allowing
                           anything in relation to the Land inconsistent with or
                           in breach of the provisions of this Lease.

                  (2)      For re-entry by the sub-landlord on breach of any
                           covenant by the sub-tenant imposing an absolute
                           prohibition against all dealings with the premises
                           other than an assignment.

                  (3)      Requiring the assignee on any assignment of the
                           sublease to enter into direct covenants with the
                           Landlord in such form as the Landlord shall require.

                  (4)      Prohibiting the sub-tenant from holding on trust for
                           another or permitting another to share or occupy the
                           whole or any part of the Land.

                  (5)      Imposing in relation to any permitted assignment the
                           same obligations for registration with the Landlord
                           as are contained in this Lease in relation to
                           dispositions by the Tenant.

         (d)      before any permitted subletting, to ensure that the sub-tenant
                  enters into a direct covenant with the Landlord that during
                  the period of the sublease the sub-tenant will observe and
                  perform the Tenant's covenants contained in this Lease.




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NOTICE OF ASSIGNMENT & SUB-LETTING

         (vii)    save in respect of the floating Charge under the Tenant's
                  existing Debenture granted to the Royal Bank of Canada or any
                  Debenture replacing it, to give notice to the Landlord within
                  one month after any transaction under Clause 3(vi) or any
                  charge over this Lease, supplying a copy of the instrument.

TELEPHONE AND ELECTRICITY AND OTHER SERVICES

         (viii)   to pay to the suppliers or reimburse the Landlord for its due
                  proportion of (as the case may be) all charges for the
                  installation of telephones (if required) and all bills for
                  their use and pay to the suppliers or reimburse the Landlord
                  for its due proportion of (as the case may be) all charges for
                  the use of electricity and all other services on the Land.

COMPLY WITH LAWS

         (ix)     to comply as if it were the freeholder with the legitimate
                  requirements of any authority relating to the Land; and to
                  give the Landlord promptly a copy of any permission, notice or
                  order relating to the Land which any authority serves on or
                  issues to the Tenant; and, if the Landlord requires, to make
                  either alone or jointly with the Landlord objections or
                  representations against the notice or order as the Landlord
                  directs.

LICENCES

         (x)      to obtain and whenever necessary renew all licences and make
                  all returns which are necessary to enable it to operate its
                  business and to pay all licence and other annual fees when
                  they fall due.

INSURANCE

         (xi)     to pay for all insurance effected by the Tenant, and not to
                  insure the RO Area against any risk which the Landlord insures
                  against; and to insure against public liability in respect of
                  injury or damage to persons when on the Land in an amount of
                  not less than One Million United States Dollars
                  (US$1,000,000.00) per accident.

GIVE UP POSSESSION

         (xii)    subject to Clause 5(ii)(b), to leave the Land when this Lease
                  ends clean and secure in every respect and in repair in
                  accordance with the Tenant's obligations in this Lease.

INDEMNITY

         (xiii)   to keep the Landlord, Hyatt Corporation and Hyatt Britannia
                  Corporation, Ltd., as agent of Cayman Hotel & Golf Club
                  Partnership, an Ontario Limited Partnership, d/b/a Hyatt
                  Regency Grand Cayman, fully indemnified against all losses
                  arising




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                  directly or indirectly out of any act, omission or negligence
                  of the Tenant or any persons at the Land or the Common Areas
                  expressly or impliedly with his authority or out of any breach
                  or non-observance by the Tenant of the covenants, conditions
                  or other provisions of this Lease or any other matters to
                  which this Lease is subject.

INTEREST ON ARREARS

         (xiv)    to pay interest at the rate of 3% above the prime lending rate
                  of Barclays Bank Plc from time to time on any sums due under
                  this Lease that are not paid when due whether formally
                  demanded or not. Nothing in this clause entitles the Tenant to
                  withhold or delay any payment of sum due under this Lease or
                  affects the rights of the Landlord in relation to any
                  non-payment.

ENVIRONMENTAL PROTECTION

         (xv)     (a) not to cause or permit any noxious or offensive emissions
                  from any apparatus on the Land.

                  (b)      not to permit any oil or grease or any deleterious
                           objectionable, noxious, dangerous, poisonous or
                           explosive matter or substance to be discharged into
                           any of the Conduits and take all measures to ensure
                           that any effluent discharged into the Conduits does
                           not harm the environment or corrode or otherwise harm
                           the Conduits or cause any obstruction or deposit in
                           them.

                  (c)      to take all practical precautions to ensure that no
                           noxious substances are spilled or deposited on the
                           Land and that contamination does not occur.

                  (d)      within 14 days of the spilling or deposit on the Land
                           of any noxious substance in a quantity that may cause
                           serious damage to or pollution of the environment or
                           serious damage to property or serious harm to human
                           health, to inform the Landlord of this and permit him
                           to enter and inspect the Land.

                  (e)      to indemnify the Landlord and keep him indemnified
                           against any losses in respect of damage to or
                           pollution of the environment or damage to property or
                           harm to human health caused by the Tenant's
                           operations on the Land whether in liquid or solid
                           form or in the form of gas or vapour.

         For the purposes of this sub-clause, the expression "Conduits" does not
         include conduits which are part of the Plant.

ROOF AND FLOOR LOADING

         (xvi)    not to bring into the RO Area any machinery or other articles
                  that will or may strain or damage the Building or any part of
                  it.

4. LANDLORD'S AGREEMENTS

         The Landlord agrees with the Tenant:-





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QUIET ENJOYMENT

         (i)      that if the Tenant complies with all its agreements and
                  obligations it will, subject to the terms of this Lease and
                  subject to the rights reserved to the Landlord under this
                  Lease, occupy the Land during this Lease free from disturbance
                  and without any interruption by the Landlord or any person
                  rightfully claiming under or in trust for it.

INSURANCE

         (ii)     to insure the Building with a reputable insurance company.

REPAIR

         (iii)    to put and keep the Building in good repair (except in respect
                  of repairs for which the Tenant is responsible).

INDEMNITY

         (iv)     to keep the Tenant, its servants, agents and visitors fully
                  indemnified against all losses arising directly or indirectly
                  out of any act, omission or negligence of the Landlord or any
                  persons at the Land or the Common Areas expressly or impliedly
                  with his authority or out of any breach or non-observance by
                  the Landlord of the covenants, conditions or other provisions
                  of this Lease or any other matters to which this Lease is
                  subject.

ENVIRONMENTAL PROTECTION

         (v)      (a)      not to cause or permit any noxious or offensive
                           emissions from any apparatus in the Landlord's
                           Building.

                  (b)      not to permit any oil or grease or any deleterious
                           objectionable, noxious, dangerous, poisonous or
                           explosive matter or substance to be discharged into
                           any of the Conduits and take all measures to ensure
                           that any effluent discharged into the Conduits does
                           not harm the environment or corrode or otherwise harm
                           the Plant or cause any obstruction or deposit in any
                           of the Conduits forming part of it.

                  (c)      to take all practical precautions to ensure that no
                           noxious substances are spilled or deposited on the
                           Land and that contamination does not occur.

                  (d)      within 14 days of the spilling or deposit on the Land
                           of any noxious substance in a quantity that may cause
                           serious damage to or pollution of the environment or
                           serious damage to property or serious harm to human
                           health, to inform the Tenant of this.

                  (e)      to indemnify the Tenant and keep it indemnified
                           against any losses in respect of damage to or
                           pollution of the environment or damage to property or
                           harm to




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                           human health caused by the Landlord's operations in
                           the Landlord's Building or the Adjoining Land whether
                           in liquid or solid form or in the form of gas or
                           vapour.

5. IT IS AGREED:-

LANDLORD'S RIGHTS

         (i)      The rights set out below are excepted and reserved from the
                  Lease in favour of the Landlord and all others now entitled or
                  who may become entitled:-

                  (a)      The free and uninterrupted passage and running of all
                           appropriate services and supplies from and to other
                           parts of the Adjoining Property and the Landlord's
                           Building in and through any Conduits other than those
                           forming part of the Plant.

                  (b)(i)   The right to construct and maintain at any time
                           during the Term any pipes, sewers, drains, mains,
                           ducts, conduits, gutters, watercourses, wires,
                           cables, channels, flues and all other conducting
                           media including any fixings and ancillary apparatus
                           for the benefit of any part of the Adjoining Property
                           and the Landlord's Building making good any damage
                           caused by the exercise of the right.

                     (ii)  The right to relocate any existing pipes, sewers,
                           drains, mains, ducts, gutters, watercourses,
                           channels, flues and other conducting media other than
                           those forming part of the Plant in any manner
                           whatsoever.

                  (c)      The right for the Landlord and all persons expressly
                           or by implication authorised by it to pass and repass
                           to and from the Adjoining Property at all times for
                           all purposes connected with the use and enjoyment of
                           the Landlord's Building.

                  (d)      The right to enter or in emergency to break into and
                           enter the Land at any time during the Term at
                           reasonable times and on reasonable notice except in
                           emergency:-

                     (i)   To inspect, clean, connect with, repair, remove,
                           replace with others, alter or execute any works
                           whatever to or in connection with the conduits,
                           easements or services referred to in this Clause 5.

                     (ii)  To carry out work or do anything whatsoever that the
                           Landlord is obliged to do under this Lease.

                     (iii) To exercise any of the rights granted to the Landlord
                           by this Lease.

                  (e)      The right to erect scaffolding for the purposes of
                           inspecting, repairing or cleaning the Building.




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                  (f)      The rights of light, air, support, shelter,
                           protection and all other easements and rights at the
                           date of this Lease belonging to or enjoyed by other
                           parts of the Building or any other buildings and any
                           Adjoining Property.

                  (g)      For the right and liberty at any time after the date
                           of this Lease, to alter, raise the height of or
                           rebuild any building on any Adjoining Property.

                  (h)      The right for the Landlord and the lessees and
                           occupiers for the time being of the Landlord's
                           Building at all times with or without motor vehicles
                           to pass and repass along and over the Right of Way to
                           and from the Adjoining Property during the Term but
                           the Landlord will keep the Tenant indemnified from
                           and against any act, loss, damage or liability
                           suffered by the Tenant in the exercise of the rights
                           in this sub-clause (h).

TENANT'S RIGHTS

         (ii)(a)  the Tenant and its servants, agents and visitors have the
                  right to share the use of:-

                  o        a right of access 12 feet wide with or without
                           vehicles and equipment to well pump #1 shown on the
                           Plan and including an area 10 feet in radius from the
                           centre of the well head;

                  o        the Common Areas to get to and from the Land with or
                           without motor vehicles;

                  o        the conduits in the Building which serve the RO Area;

             (b)  on or at any time before termination of this Lease for any
                  reason (including under Clause 5(iv)), the Tenant may detach
                  all items affixed to the Land and used for the purposes of its
                  business and remove them without interference by the Landlord.
                  In the case of termination by expiry of the Term, the Tenant
                  must complete the detachment and removal by the end of the
                  Term, but in case of termination for any other reason
                  (including under Clause 5(iv)), the Tenant will have an
                  additional thirty (30) days after termination during which it
                  will be entitled to enter on the Land with or without vehicles
                  and workmen to detach and remove those items. In either case,
                  the Tenant must do as little damage to the Property as
                  possible during such detachment and removal but otherwise has
                  no obligation to repair or restore the Land or any building on
                  it after completion of the detachment and removal.

TERMINATION ON DAMAGE

         (iii)(a) If and whenever the Building or any part of it is damaged
                  or destroyed and payment of the insurance money is not wholly
                  or partly refused because of any act or default of the Tenant
                  or anyone at the Building or on the Land expressly or by
                  implication with his authority the Landlord must use his
                  reasonable endeavours to obtain all planning permissions or
                  other permits and consents




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                  ("permissions") that are required under the planning laws or
                  otherwise to enable him to rebuild and reinstate the Building.

         (b)      Subject to the provisions of clause (c) and, if any
                  permissions are required, after they have been obtained the
                  Landlord must as soon as reasonably practicable apply all
                  money received in respect of the insurance in rebuilding or
                  reinstating the Building.

         (c)      The Landlord need not rebuild or reinstate the Building if and
                  for so long as rebuilding or reinstatement is prevented
                  because:-

                  (i)      the Landlord despite using his reasonable endeavours
                           cannot obtain any necessary permission.

                  (ii)     any permission is granted subject to a condition with
                           which it is unreasonable to expect the Landlord to
                           comply.

                  (iii)    there is some defect or deficiency on the site on
                           which the rebuilding or reinstatement is to take
                           place that means it can only be undertaken at a cost
                           that is unreasonable in all the circumstances.

                  (iv)     it is unable to obtain access to the Land to rebuild
                           or reinstate.

                  (v)      of any other circumstances beyond the Landlord's
                           control.

         (d)      If at the end of the period of one year commencing on the date
                  of damage or destruction the Building is still not fit for the
                  Tenant's occupation and use either the Landlord or the Tenant
                  may by notice served at any time within three months of the
                  end of that period terminate this Lease and upon service of
                  such notice the Term is to cease absolutely but without
                  prejudice to any rights or arrears that may have accrued to
                  either party for breach of the terms of this Lease including
                  this Clause 5(iii) and all money received in respect of the
                  insurance effected by the Landlord is to belong to the
                  Landlord absolutely.

TERMINATION

(iv)     If and whenever during the Term:-

         (a)      the Tenant breaches any of the covenants or conditions of this
                  Lease and any such breach is not remedied within thirty (30)
                  days of receipt of notice of any such breach from the
                  Landlord;

         (b)      the Tenant being an individual becomes bankrupt or being a
                  company enters into liquidation either compulsorily or
                  voluntarily (except for the purpose of reconstruction or
                  amalgamation);

         (c)      the Tenant enters into any arrangement or composition for the
                  benefit of its creditors;




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         (d)      any distress or execution is levied on the Tenant's goods and
                  is not remedied within thirty (30) days of the date of the
                  levying of any such distress or execution;

         (e)      the Tenant is unable to pay its debts within the meaning of
                  The Companies Law (2001 Second Revision) or any amendment,
                  alteration or re-enactment of it; or

         (f)      the Water Supply Agreement is lawfully terminated by the
                  Landlord

         then the Landlord may at any time, and despite the waiver of any
         previous right of entry, enter the Land or any part of it in the name
         of the whole so ending this Lease, but without prejudice to any rights
         or remedies which may have accrued to the Landlord under it.

INSPECTION OF POLICIES

(v)      the Landlord and the Tenant each has the right to inspect the insurance
         policies issued to the other pursuant to this Lease.

MAKE GOOD DAMAGES

(vi)     the Landlord must make good any damage done when exercising its rights,
         except to the extent that the damage results from the Tenant's
         negligence or breach of obligation; but the Landlord will not be liable
         for any inconvenience or consequential loss resulting from the exercise
         of its rights.

ACCIDENT & INJURY

(vii)    the Landlord will not be responsible to the Tenant for any accident or
         injury to any individual or for damage to or loss of any goods or other
         property sustained on the Land unless the accident or injury results
         from the negligence of the Landlord or its agents.

NEGLECT & FORBEARANCE

(viii)     no neglect, forbearance or omission by the Landlord to take advantage
           of or enforce any right or privilege arising out of any breach by the
           Tenant (whether original or recurring) of any obligation (express or
           implied) will operate as or be deemed to be a general waiver of the
           its entitlement to take advantage of or enforce that right or
           privilege.

TENANT'S FAILURE TO INSURE

(ix)       if the Tenant at any time does not insure in accordance with its
           obligations under this Lease, the Landlord may do so and the Tenant
           must pay on demand any money which the Landlord spends for that
           purpose.



                                       13
<PAGE>

REGISTERED LAND LAW

(x)        the terms of this Lease, where inconsistent with the provisions of
           The Registered Land Law, will where permitted by law prevail; and the
           covenants implied by sections 52 and 53 of the Registered Land Law
           are excluded.

RIGHT TO SELL

(xi)       if after the Tenant has vacated the Land at the end of this Lease any
           of the Tenant's property remains in the RO Area and the Tenant does
           not remove it within the thirty (30) days referred to in Clause
           5(ii)(c), the Landlord may as the Tenant's agent sell that property
           and after deducting from the proceeds of sale the costs and expenses
           of removal storage and sale, the Landlord will hold the balance to
           the Tenant's order; and the Tenant must indemnify the Landlord
           against any liability which it incurs to any third party whose
           property the Landlord sells in good faith and in the mistaken belief
           (which will be assumed unless the contrary is proved) that the
           property belonged to the Tenant.

NO REPRESENTATIONS

(xii)      this Lease contains the entire agreement between the parties; each
           party acknowledges that it has not entered into this Lease in
           reliance wholly or partly on any statement or representation made by
           or on behalf of the other unless it is expressly set out in this
           Lease.

EXCEPTIONS

(xiii)     despite anything to the contrary in this Lease, the Tenant has no
           responsibility to repair or maintain or in any way to take care of
           the Landlord's Building or the Common Areas.

NOTICES

(xiv)      a notice or other document will be deemed to be duly served by a
           party either delivering or sending it by prepaid registered mail
           addressed to the other party at the address stated at the beginning
           of this Lease or to its registered office or last-known address. The
           notice or other document will be deemed to be received by the other
           party on delivery or seventy-two (72) hours after posting, as the
           case may be.

GOVERNING LAW

(xv)       this Lease is governed by and must be construed in accordance with
           the laws of the Cayman Islands and the parties agree to submit to the
           jurisdiction of the courts of the Cayman Islands.



                                       14
<PAGE>

                                  THE SCHEDULE

                                    THE PLANT

1       SEAWATER REVERSE OSMOSIS PLANT SKID #4 COMPRISED OF:

        CARTRIDGE FILTER

        Brand Name:                         No Name Plate
        Model #:                            NA
        Serial #:                           NA

        HIGH PRESSURE PUMP

        Brand Name:                         WHEATLEY
        Model #:                            HP165M
        Serial #:                           12834

        MOTOR

        Brand Name:                         TOSHIBA (HOUSTON)
        Model #:                            B-1254FLA4UD
        Serial #:                           AB54699-1

        ENERGY RECOVERY TURBINE

        Brand Name:                         CALDER
        Model #:                            PT8650 E1 (or) NP4840/A
        Serial #:                           NA

        MEMBRANE ELEMENT HOUSINGS

        Description:                        23 Housings and element-single
                                            element per housing

        Membranes                           Dupont

        DRAW BACK TANK
        WATER METER
        CONTROL PANEL

2       SEAWATER REVERSE OSMOSIS PLANT SKID #5 COMPRISED OF:

        CARTRIDGE FILTER

        Brand Name:                         EXCEL
        Model #:                            30EFCS3-3C150
        Serial #:                           NA

        HIGH PRESSURE PUMP

        Brand Name:                         WHEATLEY
        Model #:                            HP165M
        Serial #:                           NA

        MOTOR

        Brand Name:                         SIEMENS
        Order #:                            2-312-LR91633-2
        Serial #:                           NA



                                       15
<PAGE>

        ENERGY RECOVERY TURBINE

        Brand Name:                         CALDER
        Model #:                            PT8650 E1 (or) NP4840/A
        Serial #:                           NA

        MEMBRANE ELEMENT HOUSINGS

        Description:                        12 twin housings-PERMASEP
        Membranes                           Dupont

        DRAW BACK TANK
        WATER METER
        CONTROL PANEL

3       SEAWATER REVERSE OSMOSIS PLANT SKID #6 COMPRISED OF:

        CARTRIDGE FILTER

        Brand Name:                         OSMONICS
        Model #:                            HX1620-3 OT-PVC-D
        Serial #:                           96-A49103-1

        HIGH PRESSURE PUMP

        Brand Name:                         WHEATLEY
        Model #:                            HP165AM  /29613-B
        Serial #:                           22747

        MOTOR

        Brand Name:                         SIEMENS
        Order #:                            2-5106-LR90303-1
        Serial #:                           NA

        ENERGY RECOVERY TURBINE

        Brand Name:                         CALDER
        Model #:                            RO-4034 1390 15
        Serial #:                           NA

        MEMBRANE ELEMENT HOUSINGS

        Description:                        20 B-10 PERMASEP Housings-one
                                            membrane per housing

        Membranes                           DUPONT

        DRAW BACK TANK
        WATER METER
        CONTROL PANEL




                                       16
<PAGE>

4       SEAWATER REVERSE OSMOSIS PLANT SKID #7 COMPRISED OF:

        CARTRIDGE FILTER

        Brand Name:                         EXCEL
        Model #:                            30EFCS3-3C150
        Serial #:                           NA

        HIGH PRESSURE PUMP

        Brand Name:                         WHEATLEY
        Model #:                            HP165AM  /29613-B
        Serial #:                           23852

        MOTOR

        Brand Name:                         TICO AMERICA
        Model #:                            NA
        Serial #:                           NA

        ENERGY RECOVERY TURBINE

        Brand Name:                         CALDER
        Model #:                            RO-290-40
        Serial #:                           021-97-A2316

        MEMBRANE ELEMENT HOUSINGS

        Description:                        1) 4 Triples (3 membranes per
                                            housing), no name brand on housings
                                            2) 2 Doubles (2 membranes per
                                            housing), PERMASEP

        Membranes                           DUPONT

        DRAW BACK TANK
        WATER METER
        CONTROL PANEL

5       POTABLE WATER OZONATION SYSTEM COMPRISED OF:

        AIR COMPRESSOR PACKAGE

        Brand Name:                         INGERSOLL RAND
        Model #:                            SS-EP15
        Serial #:                           LX0230U98043

        AIR COMPRESSOR MOTOR

        Brand Name:                         US ELECTRIC MOTOR DIVISION
                                            OF EMERSON ELECT CO.
        Model #:                            T589A
        ID #:                               B01A339RO65F



        MOISTURE SEPARATOR

        Brand Name:                         THERMAL TRANSFER PRODUCTS
        Model #:                            S-100-AD
        ID #:                               S-6019





                                       17
<PAGE>

        REFRIGERATED DRYER

        Brand Name:                         INGERSOLL RAND
        Model #:                            DXR50
        Serial #:                           97LDXR5563

        OXYGEN CONCENTRATOR

        Brand Name:                         AIRSEP-NATL BD 72602K-CERTIFIED
                                            BY BRUNNER ENG & MFG INC.
        Model #:                            AS-160/250/450
        Serial #:                           NA

        OXYGEN RECEIVER

        Brand Name:                         NATL.BD NO.182314-CERTIFIED
                                            BY STEEL FAB
                                            ABINGDON VA.
        PART #:                             CRN C7228.1C
        Serial #:                           NA

        OZONE GENERATOR

        Brand Name:                         OSMONICS
        Model #:                            HC-5
        Serial #:                           NA

        OZONE INJECTOR MOTOR

        Brand Name:                         BALDOR
        Cat#:                               JWMDM3616T
        Serial #:                           NA

        CENTRIFUGAL PUMP(OZONE INJECTOR)

        Brand Name:                         WAUKESHA CHERRY BURRELL
        Model #:                            U2065
        Serial #:                           2200989

        DISSOLVED OZONE MONITOR

        Brand Name:                         OREC/OSMONICS
        Model #:                            NA
        Serial #:                           NA

        AC DRIVE

        Brand Name:                         MEGNETEK
        Model #:                            GPD 506   N12-506V-B014
        Serial #:                           34469






                                       18
<PAGE>

6       HIGH SERVICE WATER DISTRIBUTION PUMP SYSTEM COMPRISED OF:

        DWPO4

        CENTRIFUGAL PUMP

        Brand Name:                         PEERLESS PUMP COMPANY
        Model #:                            C820AM
        Serial #:                           152587B

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         BALDOR
        Cat #:                              JMM2514T
        Spec #:                             39K35W525

        DWPO5

        CENTRIFUGAL PUMP

        Brand Name:                         PEERLESS PUMP COMPANY
        Model #:                            C820AM
        Serial #:                           152587A

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         BALDOR
        Cat #:                              JMM2514T
        Spec #:                             39K35W528

        DWPO7

        CENTRIFUGAL PUMP

        Brand Name:                         PEERLESS PUMP COMPANY
        Model #:                            C820AM
        Serial #:                           152587C

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         US ELECTRICAL MOTORS
        Model #:                            E685A
        Serial #:                           BO1A287RR087F

7       DOMESTIC WATER TRANSFER PUMP SYSTEM COMPRISED OF:

        CWP01

        CENTRIFUGAL PUMP

        Brand Name:                         PEERLESS PUMP COMPANY
        Model #:                            820A
        Serial #:                           TI57490

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         BALDOR
        Model #:                            JMM3314T
        Spec #:                             37F196X48


        CWP02

        CENTRIFUGAL PUMP

        Brand Name:                         PEERLESS PUMP COMPANY
        Model #:                            C825AM
        Serial #:                           171953





                                       19
<PAGE>

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         BALDOR
        Model #:                            JMM3314T
        Spec #:                             37F196X48

8       TRANSFER PUMP TO OZONATION SYSTEM COMPRISED OF:

        CENTRIFUGAL PUMP

        Brand Name:                         AMPCO
        Model #:                            3 x 2 1/2 ZC2
        Serial #:                           CC16867-1-1

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         BALDOR
        Model #:                            NA
        Spec #:                             07H167W06

9       IRRIGATION TRANSFER PUMP SYSTEM COMPRISED OF:

        IRP01

        CENTRIFUGAL PUMP

        Brand Name:                         PAC_SEAL
        Model #:                            4P940
        Motor Reference #:                  G40444/F96Z120R169F

        THREE PHASE INDUCTION MOTOR

        Brand Name:                         DAYTON
        Model #:                            9N114
        Motor Reference #:                  G40444/F96Z120R169F

        CWP02

        TRANSFER PUMP TO TANK

        Brand Name:                         PEERLESS PUMP COMPANY
        Model #:                            C825AM
        Serial #:                           171953


        THREE PHASE INDUCTION MOTOR

        Brand Name:                         BALDOR
        Model #:                            JMM3314T
        Spec #:                             37F196X48


10      POTABLE WATER DEGASSIFIER COMPRISED OF:

        Brand Name:                          DELEOCH
        Model #:                             NA
        Serial #:                            NA



                                       20
<PAGE>

        BLOWER MOTOR #1
        SINGLE PHASE INDUCTION MOTOR

        Brand Name:                          BALDOR
        Model #:                             VL313
        Serial #:                            NA

        BLOWER MOTOR #2
        THREE PHASE INDUCTION MOTOR

        Brand Name:                          GE MOTORS & INDUSTRIAL SYSTEMS
        Model #:                             5K49ZN2189
        Serial #:                            NMLI42677

11      SEAWATER WELLS AND SUBMERSIBLE PUMPS COMPRISED OF:

        WP #2

        FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
        SUBMERSIBLE PUMP

        Brand Name:                          JACUZZI
        Model #:                             S6175-2
        Serial #:                            92611702

        THREE PHASE MOTOR

        Brand Name:                          FRANKLIN
        Model #:                             236 6119 020
        Serial #:                            99g19-14-0014

        WP #4

        FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
        SUBMERSIBLE PUMP

        Brand Name:                          GRUNFOS
        Model #:                             300S75-2
        Serial #:                            14B70002

        THREE PHASE MOTOR

        Brand Name:                          FRANKLIN
        Model #:                             236 6119 020
        Serial #:                            NA



        WP #5

        FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
        SUBMERSIBLE PUMP

        Brand Name:                          GRUNFOS
        Model #:                             300S75-2
        Serial #:                            NA





                       21
<PAGE>

        THREE PHASE MOTOR

        Brand Name:                          FRANKLIN
        Model #:                             236 6119 020
        Serial #:                            NA

        WP #6

        FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
        SUBMERSIBLE PUMP

        Brand Name:                          GRUNFOS
        Model #:                             300S75-2
        Serial #:                            14B70002

        THREE PHASE MOTOR

        Brand Name:                          FRANKLIN
        Model #:                             236 6119 020
        Serial #:                            NA

12      EMERGENCY DIESEL POWERED GENERATOR COMPRISED OF:

        EMERGENCY GENERATOR ENGINE

        Brand Name:                          KOMATSU LTD
        Model #:                             6491
        Serial #:                            14448

        EMERGENCY GENERATOR

        Brand Name:                          ONAN 60
        Model #:                             60 ODVB-15R/30083B
        Serial #:                            B850750776

        FUEL INJECTION PUMP

        Brand Name:                          DIESEL KIKI
        ASSY  #:                             6207-71-1410
        Serial #:                            450K327320

        MAGNETIC DRIVER

        Brand Name:                          NIKKO ELECT IND CO LTD
        Model #:                             600-815-5560
        Serial #:                            0-47100-3720


13      BOLTED STEEL 816,000 US GALLON POTABLE WATER TANK

        Brand Name:                          Florida Aquastore, Inc.
        Model #:                             NA
        Serial #:                            NA





                                       22
<PAGE>

14      ALL INTERCONNECTING PIPING, CONDUITS AND APPURTENANCES, ABOVE THE GROUND
        WHICH CONNECT ITEMS 1 THROUGH 13 TO EACH OTHER, AND TO THE WATER PIPE,
        AND WHICH DIRECTLY FACILITATE THE OPERATION AND MAINTENANCE OF ITEMS 1
        THROUGH 13.

15      ALL ELECTRICAL EQUIPMENT AND COMPONENTS WHICH CONNECT ITEMS 1 THROUGH 13
        TO EACH OTHER AND TO THE MAIN ELECTRICAL SERVICE IN THE RO BUILDING.


16      ALL CONTROLS AND INSTRUMENTATION ATTACHED TO ITEMS 1 THROUGH 13.

17      ALL TOOLS SPECIFIC TO THE MAINTENANCE OR OPERATION OF THE PLANT.

18      ALL LABORATORY AND TESTING EQUIPMENT USED TO MONITOR WATER PRODUCED BY
        THE PLANT.

19      ALL DRAWINGS, SCHEDULES, OPERATION AND MAINTENANCE MANUALS FOR ITEMS 1
        THROUGH 18.

20      ALL OFFICE EQUIPMENT CURRENTLY LOCATED WITHIN THE RO BUILDING AND USED
        BY THE STAFF OF THE PLANT.

21      ALL SPARE PARTS FOR ITEMS 1 THROUGH 18, STORED MATERIALS SUCH AS
        CHEMICALS AND LUBRICANTS HELD IN STOCK AT THE TIME OF CLOSING.

THE COMMON SEAL of CAYMAN       )      CAYMAN HOTEL & GOLF INC.
HOTEL & GOLF INC. was hereunto  )
affixed by  S. Prasad           )
Director and by                 )
    S. Prasad    Asst/Secretary )
by authority of the Board       )
of Directors in                 )       Per: /s/ Suresh Prasad
                                             -----------------------------------
the presence of:-               )                Director
                                )
                                )
/s/ illegible                   )       Per: /s/ Suresh Prasad
--------------------------------             -----------------------------------
Notary Public                                    Asst/Secretary


THE COMMON SEAL of              )        CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD.     )
was hereunto affixed by
                Jeffrey Parker  )
Director, and by                )        Per: /s/ Jeffrey M. Parker
   Peter Ribbins   Secretary    )             ----------------------------------
                                )                 Director
by authority of the Board of
Directors in the present of:-   )


/s/ illegible                   )         Per: /s/ Peter Ribbins
--------------------------------               ---------------------------------
Notary Public                                      Director/Secretary





                                       23