ENGAGEMENT AGREEMENT

Engagement Agreement

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This Engagement Agreement involves

CONSOLIDATED WATER CO LTD

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Title: ENGAGEMENT AGREEMENT
Date: 2/7/2005

Search Engagement Agreement by:

Engagement Agreement Kenneth Crowley

Exhibit 10.54

ENGAGEMENT AGREEMENT

THIS AGREEMENT is made the 19th day of January 2004


BETWEEN:		CONSOLIDATED WATER CO. LTD., a Cayman Islands company having its registered office at Trafalgar Place, West Bay Road P.O. Box 1114 GT, Grand Cayman, B.W.I. (“the Company”)

AND:		KENNETH CROWLEY of P. O. Box 1114 GT, Grand Cayman, B.W.I. (“the Vice-President”)

IT IS AGREED:-

Engagement

1.	The Vice-President is engaged as Vice-President of Overseas Operations for two (2) years commencing on the 1^st day of January, 2004 subject to the termination provisions set out in Clauses 17 and 18 and the renewal provisions set out in Clause 19.

Remuneration

2.	The Vice-President’s remuneration will be US$95,000.00 per annum payable semi-monthly in arrears.

3.	In addition, during the term of this Agreement, the Company will pay the full cost of providing medical insurance, as generally provided for the Company’s employees from time to time, for the Vice-President and his wife and dependants.

4.	Subject to approval of the members of the Company at the Company’s next annual general meeting, the Vice President will be allowed to participate in the Company’s Employee Share Incentive Plan.

In addition, during the term of this Agreement, the Company will make contributions to a pension scheme, of the Vice-President’s choice but approved pursuant to the National Pensions Law of the Cayman Islands, in the same manner and on the same basis as it makes contributions from time to time, in respect of its other employees pursuant to the National Pensions Law on a maximum salary base of CI$60,000.00 per annum.

6.	The Vice-President’s remuneration will be reviewed as of January 1^st each year by the Company’s Board of Directors (“the Board”) who may grant an increase but must not reduce the Vice-President’s salary below the level set out in Clause 2.

Further, for each completed financial year beginning with the financial year 2004, the Vice-President will be paid not later than 28^th February following the end of each financial year, a performance bonus calculated as 2.5% of the Company’s Incremental Net Profit for that year. For the purposes of this Clause “the Company’s Incremental Net Profit” means the amount, if any, by which the Company’s net profits (calculated before charging this bonus and before charging dividends or crediting any amount accruing from the re-valuation of the Company’s assets) for the relevant financial year exceeds the highest annual net profit earned by the Company in any prior financial year. In no event, however, may this bonus exceed 40% of the Vice-President’s annual salary paid pursuant to Clause 2.

The Performance Bonus, if any, will be paid:

	(a)	in cash; or

	(b)	subject to approval of the members of the Company at the Company’s next annual general meeting, in ordinary shares of the Company valued at the market price at the close of trading on December 31^st of the relevant financial year (or if that day is not a trading day, at the close of trading on the preceding trading day); or

	(c)	as a combination of both, at the Vice-President’s election.

		If the approval required under (b) above is not obtained, the Performance Bonus will be paid entirely in cash.

Responsibilities

8.	The Vice-President’s work will be performed mainly in West Bay, Grand Cayman.

	The Company reserves the right to transfer the Vice-President to any other place of business which it may establish in the Cayman Islands.

9.	The Vice-President must devote the whole of his time to the Company’s business and must use his best endeavours to promote the Company’s interest and welfare.

	The Vice-President must provide strategic and operational direction to the water production and supply operations in the Bahamas, Barbados, Belize and the British Virgin Islands of the Company’s wholly-owned subsidiaries and managed affiliates in those countries (collectively “the Overseas Group”), assist in establishing strategic objectives, operating policies and procedures to ensure attainment of corporate objectives, evaluate performance of the members of the Overseas Group to determine if operational and financial objectives are being met, establish and co-ordinate responsibilities and procedures among subordinate departments, ensure that accurate and timely information is available for management and/or Board use and any further duties reasonably required of and assigned to him by the Chief Executive Officer which he must discharge in accordance with directions of the Chief Executive Officer.

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The Vice-President’s powers and responsibilities include the following:-

	(a)	Directing and managing the day-to-day activities of the Overseas Group’s respective water production and supply operations, including plant operation and maintenance, collection of billing data, expenditure of funds and conservation of fixed assets;

	(b)	Assisting the Vice President of Finance to prepare the Overseas Group’s operating and capital expenditure budgets and prepare and maintain the register of fixed assets for the Overseas Group’s operations;

	(c)	Preparing and implementing a fixed asset maintenance and retirement schedule;

	(d)	Liaising with the respective Government regulators on all matters related to the water production and supply licences or contracts of each member of the Overseas Group;

	(e)	Overseeing the supervision of subordinate personnel, including work allocation, training, and problem resolution, evaluating performance and making recommendations for Overseas Group personnel actions and motivating its employees to achieve peak productivity and performance;

	(f)	Preparing and presenting the monthly operations reports of each member of the Overseas Group to management and the Board;

	(g)	Conducting regular visits to the members of the Overseas Group to