Exhibit 10.49

THIS VARIATION OF DEBENTURE is made the 22ND day of February 2002 (A Variation
of the Collateral Charge is registered over West Bay Beach North, Block 11D,
Parcel 40 and West Bay Beach North, Block 11D, Parcel 8)


BETWEEN:

(1)      CONSOLIDATED WATER CO. LTD., a company incorporated under the laws of
         the Cayman Islands and having its registered office at the offices of
         Consolidated Water Co. Ltd., Trafalgar Place, West Bay Road, P.O. Box
         1114 GT, Grand Cayman (hereinafter called "the Borrower") of the ONE
         PART; and


(2)      ROYAL BANK OF CANADA., a banking corporation licensed to carry on
         business in the Cayman Islands with offices at P.O. Box 245, George
         Town, Grand Cayman (hereinafter called "the Bank") of the OTHER PART.

WHEREAS:

         (1)   The Bank and the Borrower entered into a form of Debenture dated
               the 1st day of June 1979 (the "Debenture") to secure the loan of
               CI$200,000.00 borrowed from the Bank. A Supplemental Deed was
               entered into on the 30th day of April 1981 for an additional
               borrowing of CI$ 275,000.00. A second supplemental Deed to the
               Debenture was entered into on the 10th day of March 1983 for an
               additional borrowing. A third supplemental Deed to the Debenture
               was entered into on the 6th day of December 1984 for additional
               borrowing. A fourth Supplemental Deed to the Debenture was
               entered into on the 31st day of August 1989. A further Variation
               to the Debenture was entered into on the 11th day of October
               1999;

         (2)   The Bank and the Borrower have now agreed to enter into this
               Variation of Debenture to secure a further borrowing from the
               Bank of US$500,000.00 so that the total amount of the loan to the
               borrower shall be us$3,000,000.00;

         (3)   The Bank and the Borrower have now agreed that the interest rate
               shall be at the Bank's US$ LIBOR rate plus 1.5%;

         (4)   The Bank and the Borrower have now agreed to that the repayment
               of the loan shall be revolving.




                                       2


NOW THIS DEED WITNESSES as follows:

1.       Words and terms defined in this Variation of Debenture shall bear the
         same meaning herein as in the Debenture unless expressly provided to
         the contrary.

2.       In consideration of the said agreement the Borrower and the Bank hereby
         agree the Debenture and the Variation of Debenture shall hereafter
         stand as security for all sums owing to the Bank from time to time up
         to maximum of US$3,000,000.00 (Three Million United States Dollars)
         altogether with interest thereon;

3.       The rate of interest payable shall be the Bank's US$ LIBOR plus 1.5%;

4.       The repayment of the loan by the Borrower shall be revolving;

5.       The Bank hereby consents to the registration of a Variation of
         Collateral Charge over property being held as collateral security to
         the loan and being mentioned in the Schedule to this Variation of
         Debenture;

6.       All other terms and conditions of the Debentures shall remain in full
         force and effect;

7.       This Variation of Debenture shall be governed by and interpreted in
         accordance with Cayman Islands Law.




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IN WITNESS WHEREOF the parties have executed this Variation of Debenture as a
deed the day and year first before written.

                                    SCHEDULE

All those parcels of land on Grand Cayman comprised within Registration Section
West Bay Beach North Block 11D Parcel 8 and West Bay Beach North, Block 11D,
Parcel 40

THE COMMON SEAL of                  )
CONSOLIDATED WATER CO. LTD.         )
Was hereunto affixed by             )
                                    )
In the presence of                  )           /s/ Frederick Mctaggart
                                                --------------------------------
                                    )               Director
                                    )
                                    )           /s/ Peter Ribbins
                                                --------------------------------
/s/ Jeffrey M. Parker               )               Secretary
-------------------------
Witness

THE COMMON SEAL of                  )
ROYAL BANK OF CANADA)
Was hereunto affixed by             )            /s/ G. Plamondon
                                                 -------------------------------
And by                              )                Director
In the presence of                  )
                                    )            /s/ Denise Ebanks
                                                 -------------------------------
                                    )                Asst. Secretary
/s/ John Broadbent                  )
-------------------------
Witness