DATED: February 7, 2003



                              AMENDED AND RESTATED



                            PROFIT SHARING AGREEMENT



                                     BETWEEN



                           OCEAN CONVERSION (BVI) LTD.



                                       AND



                                 DESALCO LIMITED



                                       AND



                           CONSOLIDATED WATER CO. LTD.



                                       AND



                        SAGE WATER HOLDINGS (BVI) LIMITED



                       CHARLES ADAMS, RITCHIE & DUCKWORTH

                                  ZEPHYR HOUSE

                          P.O. BOX 709 GT, GRAND CAYMAN



{PAGE}



1.       RELEASE



         1.1      Consolidated and Sage hereby agree to release the Company from

                  its obligations under the two Profit Sharing Agreements and

                  Sage Assignments in consideration for the Company agreeing to

                  restate the profit sharing agreements on the terms hereinafter

                  set out.



2.       PROFIT SHARING AGREEMENT



         2.1      If in respect of any accounting period following the date

                  hereof in which the Company shall have profits available for

                  the payment of dividends and does pay such dividend therefrom

                  the Company shall procure that in the absence of agreement to

                  the contrary a distribution shall be made to each of

                  Consolidated and Sage or to their nominees equal to the

                  following:



                  202,500 X THE DIVIDEND PER SHARE DECLARED AND PAID



         2.2      The profit sharing shall be paid by the Company to each of

                  Consolidated and Sage concurrently with the payment of

                  dividends.



         2.3      The duration of this profit sharing agreement shall be for so

                  long as the Company remain in business as a going concern.



         2.4      The factor of 202,500 specified in Clause 3.1 shall at all

                  times be equal to the lesser of (i) 202,500, and (ii) 202,500

                  multiplied by the total number of issued and fully paid shares

                  and divided by 1,230,000 (being the total number of shares in

                  issue at the date hereof.



3.       All costs, local fees and other expenses in the preparation and

         execution of this Agreement and the settlement contained herein shall

         be borne and paid by the party incurring such cost.



4.       ASSIGNMENT



         4.1      Neither of the parties shall assign or transfer or purport to

                  assign any of its rights or obligations hereunder without the

                  prior written consent of the other party.



5.       SUCCESSORS AND ASSIGNS



         The Agreement shall ensure for the benefit of and be binding on the

         respective successors in title and permitted assigns (if any) of each

         party who shall procure that each such assignee shall execute a deed

         with the other party by which the assignee agrees to be bound by terms

         identical, mutatis mutandis, to the terms of this Agreement (including

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