UNDERWRITING AGREEMENT

Exhibit 1.1

1,500,000 SHARES

CONSOLIDATED WATER CO. LTD.

ORDINARY SHARES

UNDERWRITING AGREEMENT

Philadelphia, Pennsylvania
December 7, 2006

JANNEY MONTGOMERY SCOTT LLC
BOENNING & SCATTERGOOD, INC.
BREAN MURRAY, CARRET & CO., LLC
As Representatives of the Several Underwriters Named in Schedule I hereto
c/o Janney Montgomery Scott LLC
1801 Market Street
Philadelphia, PA 19103

Ladies and Gentlemen:

          Consolidated Water Co. Ltd., a Cayman Islands corporation (“CWCO”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Janney Montgomery Scott LLC, Boenning & Scattergood, Inc., and Brean Murray, Carret & Co., LLC are serving as Representatives (the “Representatives”), an aggregate of 1,500,000 Ordinary Shares, par value CI$0.50 per share (the “Ordinary Shares”) of CWCO. The Ordinary Shares to be sold to the Underwriters by CWCO are referred to herein as the “Firm Shares.” The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in

Schedule I hereto. The Firm Shares shall be offered to the public at a public offering price of $24.90 per Firm Share (the “Offering Price”).

In order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters’ election and subject to the terms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, for the Underwriters’ own accounts up to 225,000 additional shares of Ordinary Shares from CWCO. Such 225,000 additional shares of Ordinary Shares are referred to herein as the “Optional Shares.” If any Optional Shares are purchased, the Optional Shares shall be purchased for offering to the public at the Offering Price and in accordance with the terms and conditions set forth herein. The Firm Shares and the Optional Shares are referred to collectively herein as the “Shares.”

CWCO and the Underwriters, intending to be legally bound, hereby confirm their agreement as follows:

      1.  Representations and Warranties of CWCO . CWCO represents and warrants to, and agrees with, the several Underwriters that:

          (a) CWCO has prepared and filed with the Securities and Exchange Commission (the “SEC”), in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulation thereunder (the “Regulations”) a registration statement on Form F-3 (File No. 333-137970), including a prospectus, relating to the Shares. The term “Registration Statement” as used herein means the registration statement (including all exhibits and information incorporated by reference therein) as amended at the time it becomes effective or, if the registration statement became effective prior to the execution of this Agreement, as supplemented or amended prior to the execution of this Agreement and includes information (if any) contained in the Prospectus (as defined below). If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the Registration Statement will be filed and must be declared effective before the offering of the Shares may commence, the term “Registration Statement” as used herein shall mean the Registration Statement as amended by such post-effective amendment. If CWCO has filed or files on or after the date of this Agreement a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Act (“Rule 462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. The term “Preliminary Prospectus” shall mean any preliminary prospectus included in the Registration Statement or filed with the SEC pursuant to Rule 424(a) of the Regulations. The term “Statutory Prospectus” shall mean any Preliminary Prospectus, as amended or supplemented, relating to the Shares that is included in the Registration Statement immediately prior to the Initial Sale Time (as defined herein), including any document incorporated by reference therein. The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Date. The term “Issuer Free Writing Prospectus” shall have the meaning ascribed to it in Rule 433 of the Regulations relating to the Shares, in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in CWCO’s record pursuant to Rule

433(g) of the Regulations. The term “Disclosure Package” shall mean (i) the Statutory Prospectus, (ii) the Issuer Free Writing Prospectus, if any, identified in Schedule II hereto and ( iii) any other free writing prospectus defined in Rule 405 of the Regulations that is required to be filed by CWCO with the SEC or retained by CWCO under Rule 433 of the Regulations and that all parties hereto expressly agree to treat as part of the Disclosure Package (the “Other Free Writing Prospectus”). For purposes of this Agreement, the “Initial Sale Time” shall mean 5:00 p.m. (Eastern Standard Time) on the date of this Agreement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus, the Statutory Prospectus, the Prospectus, the Issuer Free Writing Prospectus, the Other Free Writing Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

          (b) The Registration Statement has become effective under the Act, and the SEC has not issued any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Statutory Prospectus or the Prospectus, nor has the SEC instituted or, to the knowledge of CWCO, threatened to institute proceedings with respect to such an order. For purposes of this Agreement, “to the knowledge of CWCO,” means the actual knowledge of CWCO and/or any executive officer or director of CWCO, and an individual shall be deemed to have “knowledge” of a particular fact, circumstance or other matter if: (i) such person is actually aware of such fact or matter or (ii) an individual could have obtained such fact, circumstance or other matter through a reasonable inquiry concerning the truth or existence of such fact, circumstance or other matter. No stop order suspending the sale of the Shares in any jurisdiction designated by the Representatives as provided for in Section 5(f) hereof has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of CWCO, threatened. CWCO has complied in all material respects with all requests of the SEC, or requests of which CWCO has been advised of any state or foreign securities commission in a state or foreign jurisdiction designated by the Representatives as provided for in Section 5(f) hereof, for additional information to be included in the Registration Statement, the Disclosure Package or the Prospectus.

          (c) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement, the Statutory Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Act and the Regulations, (iii) the Statutory Prospectus and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to omissions from or statements in the Registration Statement, the Statutory Prospectus or the Prospectus based upon and in conformity with written information furnished to CWCO by any Underwriter specifically for use therein, and (iv) the statistical and market-related data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are based on or derived from sources that CWCO believes to be reliable and accurate. With respect to the exception set forth at sub-clause (iii) above, CWCO acknowledges that the

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only information furnished by any Underwriter for use in the Registration Statement, the Statutory Prospectus or the Prospectus is the information as set forth in Section 13 of this Agreement.

          (d) As of the Initial Sale Time, the Disclosure Package complied in all material respects with the Act and the Regulations and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. The Disclosure Package, at the Initial Sale Time, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to omissions from or statements in the Disclosure Package based upon and in conformity with written information furnished to CWCO by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter for use in the Disclosure Package is the information as set forth in Section 13 of this Agreement.

          (e) CWCO (including its agents and representatives, other than the Underwriters in their capacity as such) has not used, authorized, approved or referred to and will not use, authorize, approve or refer to any Issuer Free Writing Prospectus, other than the documents listed on Schedule II hereto. Each such Issuer Free Writing Prospectus complied in all material respects with the Act and has been filed in accordance with the Act (to the extent required thereby). Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date of which CWCO notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) CWCO has promptly notified or will promptly notify the Representatives and (ii) CWCO has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing sentences do not apply to omissions from or statements in any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to CWCO by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter for use in any Issuer Free Writing Prospectus is the information as set forth in Section 13 of this Agreement.

          (f) CWCO has not distributed and will not distribute, prior to the later of the last Option Closing Date and the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares, other than the Registration Statement, the Disclosure Package or the Prospectus.

          (g) Any documents incorporated by reference into the Prospectus pursuant to Item 6 of Form F-3 under the Act, at the time they were filed with the SEC, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and with the rules and regulations promulgated under or pursuant to the Exchange Act, and did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, not misleading.

          (h) CWCO is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus, and to execute, deliver and perform this Agreement. Cayman Water Company Limited (“Cayman Water”) is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus, and to execute, deliver and perform this Agreement. Consolidated Water (Belize) Limited, a corporation incorporated in Belize (“Belize Water”), is a wholly owned subsidiary of CWCO. Belize Water is a corporation duly organized, validly existing and in good standing under the laws of Belize, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. DesalCo Limited (“DesalCo”) is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. Ocean Conversion (Cayman) Limited (“OCC”) is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. Ocean Conversion (BVI) Ltd. (“OCBVI”) is a company duly organized, validly existing and in good standing under the laws of the British Virgin Islands, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. DesalCo (Barbados) Ltd. (“DesalCo Barbados”) is a company duly organized and validly existing under the laws of the Barbados, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. Consolidated Water (Bahamas) Ltd. (“CWBL”) is a company duly organized, validly existing and in good standing under the laws of The Bahamas, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. Aquilex, Inc. (“Aquilex”) is a company duly organized, validly existing and in good standing under the laws of the State of Florida, and has the corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package or the Prospectus. Consolidated Water (Bermuda) Limited (“CWBRL”) is a company duly organized, validly existing and in good standing under the laws of Bermuda, and has the corporate power and authority to own or lease and operate its properties and to conduct its business as described in the Registration

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Statement, the Disclosure Package or the Prospectus. CWCO, Cayman Water, Belize Water, DesalCo, OCC, OCBVI, DesalCo Barbados, CWBL, Aquilex and CWBRL are duly qualified to do business, and are in good standing, in all jurisdictions in which such qualification is required, except where the failure to so qualify would not have a material adverse effect on the general affairs, properties, condition (financial or otherwise), results of operations, shareholders’ equity, business or prospects (collectively, the “Business Conditions”) of CWCO, Cayman Water, Belize Water, DesalCo, OCC, OCBVI, DesalCo Barbados, CWBL, Aquilex and CWBRL. Cayman Water, Belize Water, DesalCo, OCC, OCBVI, DesalCo Barbados, CWBL and Aquilex are hereinafter sometimes collectively referred to as the “CWCO Subsidiaries” and CWCO and the CWCO Subsidiaries are hereinafter sometimes collectively referred to as the “CWCO Group.”

          (i) Neither CWCO nor the CWCO Subsidiaries owns any stock or other interest whatsoever, whether equity or debt, in any corporation, partnership or other entity other than (i) CWCO’s ownership of the CWCO Subsidiaries; (ii) CWCO’s ownership of stock in Belize Water Services Limited; (iii) CWCO’s ownership of stock in CWBRL; (iv) DesalCo’s ownership of DesalCo Barbados; (v) DesalCo’s ownership of stock in OCBVI; and (vi) OCBVI’s ownership of stock in JVD Ocean Desalination Limited.

          (j) The currently outstanding shares of CWCO’s capital stock have been duly authorized and are validly issued, fully paid and non-assessable, and none of such outstanding shares of CWCO’s capital stock has been issued in violation of any preemptive rights of any security holder of CWCO. The holders of the outstanding shares of CWCO’s capital stock are not subject to personal liability solely by reason of being such holders. All previous offers and sales of the outstanding shares of CWCO’s capital stock made by or on behalf of CWCO, whether described in the Registration Statement, the Disclosure Package or the Prospectus or otherwise, were made in conformity with applicable federal, state and foreign securities laws. The authorized capital stock of CWCO, including, without limitation, the outstanding Ordinary Shares, the Shares being issued pursuant hereto, and the outstanding options to purchase Ordinary Shares conform in all material respects with the descriptions thereof in the Registration Statement, the Disclosure Package or the Prospectus, and such descriptions conform in all material respects with the instruments defining the same.

          (k) All of the outstanding shares of capital stock of the CWCO Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and none of the outstanding shares of the CWCO Subsidiaries’ capital stock has been issued in violation of any preemptive rights of any security holder of any of the CWCO Subsidiaries. All shares of the CWCO Subsidiaries, except for OCBVI, owned by CWCO, are owned by CWCO free and clear of all liens, encumbrances and security interests, except as otherwise disclosed in the Registration Statement, the Disclosure Package or the Prospectus; all shares of OCBVI capital stock owned by DesalCo are owned by DesalCo free and clear of all liens, encumbrances and security interests, except as otherwise disclosed in the Registration Statement, the Disclosure Package or the Prospectus; and no options, warrants or other rights to purchase, agreements or other obligations to issue, or other rights to convert any obligations into shares of capital stock or ownership interests in any of the CWCO Subsidiaries or securities convertible into or exchangeable for capital stock of, or other ownership interests in any of the CWCO Subsidiaries

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are outstanding, except as disclosed in the Registration Statement, the Disclosure Package or the Prospectus.

          (l) There are no legal or governmental proceedings pending or, to the knowledge of CWCO, threatened to which any member of the CWCO Group is a party or to which any of the properties of any member of the CWCO Group is subject that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus and are not so described, and there are no statutes, regulations, contracts or other documents concerning the CWCO Group that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

          (m) This Agreement has been duly authorized, executed and delivered by CWCO and constitutes its legal, valid and binding obligation, enforceable against CWCO in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and subject to applicability of general principles of equity and except, as to this Agreement, as rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

          (n) The execution, delivery and performance of this Agreement and the transactions contemplated herein do not and will not, with or without the giving of notice or the lapse of time, or both, (i) conflict with any term or provision of any member of the CWCO Group’s respective governing instruments; (ii) result in a breach of, constitute a default under, result in the termination or modification of, result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties of the CWCO Group or require any payment by the CWCO Group or impose any liability on the CWCO Group pursuant to, any contract, indenture, mortgage, deed of trust, commitment or other agreement or instrument to which any member of the CWCO Group is a party or by which any of their respective properties are bound or affected other than this Agreement, except where such breach, default, modification, termination, lien, security interest, charge, encumbrance, payment or liability could not reasonably be expected to have a material adverse effect on the Business Conditions of the CWCO Group, taken as a whole; (iii) assuming compliance with the rules of the National Association of Securities Dealers, Inc. (the “NASD”) applicable to the offer and sale of the Shares, violate any law, rule, regulation, judgment, order or decree of any government or governmental agency, instrumentality or court, domestic or foreign, having jurisdiction over the CWCO Group or any of their respective properties or businesses, except where such violation could not reasonably be expected to have a material adverse effect on the Business Conditions of the CWCO Group, taken as a whole; or (iv) result in a breach, termination or lapse of any member of the CWCO Group’s corporate power and authority to own or lease and operate their respective properties and conduct their respective businesses, except as disclosed in the Registration Statement, the Disclosure Package or the Prospectus.

          (o) At the date or dates indicated in the Registration Statement, the Disclosure Package or the Prospectus, CWCO had the duly authorized and outstanding capitalization set forth in the Registration Statement, the Disclosure Package or the Prospectus under the caption “Capitalization” and will have, as of the issuance of the Firm Shares on the Closing Date (as

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defined below), the as adjusted capitalization set forth therein as of the date indicated in the Registration Statement, the Disclosure Package or the Prospectus. On the Effective Date, the Closing Date and any Option Closing Date (as defined below), there will be no options or warrants or other outstanding rights to purchase, agreements or obligations to issue or agreements or other rights to convert or exchange any obligation or security into, capital stock of CWCO, except as described in the Registration Statement, the Disclosure Package or the Prospectus, or securities convertible into or exchangeable for capital stock of CWCO, except as described in the Registration Statement, the Disclosure Package or the Prospectus or the grant of options after the date of the Registration Statement, the Disclosure Package or the Prospectus under option plans of CWCO. The information in the Registration Statement, the Disclosure Package or the Prospectus, insofar as it relates to all outstanding options and other rights to acquire securities of CWCO as of the dates referred to in the Registration Statement, the Disclosure Package or the Prospectus, is true and correct in all material respects.

          (p) When the Shares have been duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders. The certificates representing the Shares are in proper legal form under, and conform in all respects to the requirements of, the laws of the Cayman Islands. Neither the filing of the Registration Statement, the Disclosure Package or the Prospectus, nor the offering or sale of Shares as contemplated by this Agreement, gives any security holder of CWCO any rights for or relating to the registration of any Ordinary Shares or any other capital stock of CWCO or any rights to convert or have redeemed or otherwise receive anything of value with respect to any other security of CWCO.

          (q) No consent, approval, authorization, order, registration, license or permit of, or filing or registration with, any court, government, governmental agency, instrumentality or other regulatory body or official is required for the valid and legal execution, delivery and performance by CWCO of this Agreement and the consummation of the transactions contemplated hereby or described in the Registration Statement, the Disclosure Package or the Prospectus, except (i) such as may be required for the registration of the Shares under the Act, the Exchange Act, and for compliance with the applicable state securities laws or the Bylaws, rules and other pronouncements of the NASD and (ii) as disclosed in the Registration Statement, the Disclosure Package or the Prospectus.

          (r) The Ordinary Shares (including the Shares) are registered pursuant to Section 12(b) of the Exchange Act. The issued and outstanding Ordinary Shares are included for quotation on The Nasdaq Global Select Market. Neither CWCO nor, to the knowledge of CWCO, any other person has taken any action designed to cause, or likely to result in, the termination of the registration of the Ordinary Shares under the Exchange Act. CWCO has not received any notification that the SEC or The Nasdaq Global Select Market is contemplating terminating such registration or quotation.

          (s) The statements in the Registration Statement, the Disclosure Package or the Prospectus, insofar as they are descriptions of or references to contracts, agreements or other documents, are accurate in all material respects and present or summarize fairly, in all material respects, the information required to be disclosed under the Act or the Regulations, and there are

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no contracts, agreements or other documents, instruments or transactions of any character required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement that have not been so described, referred to or filed, as required.

          (t) Each contract or other instrument (however characterized or described) to which each member of the CWCO Group is a party or by which any of their respective properties or businesses is bound or affected and which is material to the conduct of the CWCO Group’s business has been (i) duly and validly executed by the respective member of the CWCO Group and, (ii) to the knowledge of CWCO, by the other parties thereto. Each such contract or other instrument is in full force and effect and is enforceable in all material respects against the parties thereto in accordance with its terms, except as disclosed in the risk factor on page 6 of the Preliminary Prospectus relating to OCBVI’s Baughers Bay plant (the “Risk Factor”) and except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and subject to applicability of general principles of equity, and no member of the CWCO Group is, and to the knowledge of CWCO, no other party thereto is, in default thereunder, except where such default would not have a material adverse effect on the Business Conditions of the CWCO Group, and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default under any such contract or other instrument. All necessary consents under such contracts or other instruments to the disclosure in the Registration Statement, the Disclosure Package or the Prospectus with respect thereto have been obtained.

          (u) The consolidated financial statements of CWCO (including the notes thereto) filed as part of, or incorporated by reference in, the Registration Statement, the Disclosure Package or the Prospectus present fairly, in all material respects, the financial position of CWCO as of the respective dates thereof, and the results of operations and cash flows of CWCO for the periods indicated therein, all in conformity with generally accepted accounting principles. The supporting notes included in the Registration Statement, the Disclosure Package or the Prospectus fairly state in all material respects the information required to be stated therein in relation to the financial statements taken as a whole. The financial information included in the Registration Statement, the Disclosure Package or the Prospectus under the captions “Prospectus Summary — Summary Financial Data,” “Use of Proceeds,” “Capitalization,” “Dilution” and “Selected Consolidated Financial Data,” presents fairly the information shown therein and has been compiled on a basis consistent with that of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The unaudited pro forma adjustments to financial information included in the Registration Statement, the Disclosure Package or the Prospectus have been properly applied to the historical amounts in the compilation of that information to reflect the sale by CWCO of the Shares offered thereby at an assumed offering or actual price set forth in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be, and the application of the estimated net proceeds therefrom.

          (v) The consolidated financial statements of OCBVI (including the notes thereto) filed as part of, or incorporated by reference in, the Registration Statement, the Disclosure Package or the Prospectus present fairly, in all material respects, the financial position of OCBVI as of the respective dates thereof, and the results of operations and cash flows

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of OCBVI for the periods indicated therein, all in conformity with generally accepted accounting principles. The supporting notes included in the Registration Statement, the Disclosure Package or the Prospectus fairly state in all material respects the information required to be stated therein in relation to the financial statements taken as a whole.

          (w) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, except as otherwise stated therein, there has not been (i) any material adverse change (including, whether or not insured against, any material loss or damage to any material assets), or development involving a prospective material adverse change, in the Business Conditions of the CWCO Group; (ii) any material adverse change, loss, reduction, termination or non-renewal of any material contract to which a member of the CWCO Group is a party; (iii) any transaction entered into by a member of the CWCO Group not in the ordinary course of its business that is material to the CWCO Group; (iv) any dividend or distribution of any kind declared, paid or made by CWCO on its capital stock; (v) any liabilities or obligations, direct or indirect, incurred by any member of the CWCO Group that are material to the CWCO Group other than the issuance of shares pursuant to the exercise of options or the grant of options under CWCO’s stock option plans; (vi) any change in the capitalization of any member of the CWCO Group; or (vii) any change in the indebtedness of any member of the CWCO Group that is material to the CWCO Group. The members of the CWCO Group have no contingent liabilities or obligations that are material to the CWCO Group that are not expressly disclosed in the Registration Statement, the Disclosure Package or the Prospectus.

          (x) CWCO has not distributed, and will not distribute, any offering material in connection with the offering and sale of the Shares other than the Registration Statement, a Preliminary Prospectus, the Disclosure Package and the Prospectus. Except for the letter agreement dated September 8, 2006 between CWCO and Janney Montgomery Scott LLC (the “Letter Agreement”) and this Agreement, neither CWCO nor any of its officers, directors or affiliates has (i) taken, nor shall CWCO or such persons take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Ordinary Shares, or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased or paid anyone any compensation for soliciting purchases of, the Shares or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of CWCO.

          (y) Except for Aquilex’s federal and state tax returns for fiscal year 2005, each member of the CWCO Group has filed with the appropriate federal, state and local governmental agencies, and all foreign countries and political subdivisions thereof, all material tax returns that are required to be filed or have duly obtained extensions of time for the filing thereof and have paid all taxes shown on such returns or otherwise due and all material assessments received by them to the extent that the same have become due. Each member of the CWCO Group has not executed or filed with any taxing authority, foreign or domestic, any agreement extending the period for assessment or collection of any income or other tax and none of them is a party to any pending action or proceeding by any foreign or domestic governmental agency for the assessment or collection of taxes, and no claims for assessment or collection of taxes have been asserted against any member of the CWCO Group that might materially adversely affect the Business Conditions of the CWCO Group.

          (z) To the knowledge of CWCO, (i) Rachlin, Cohen & Holtz (“Rachlin”), which has given its report on certain financial statements included, or incorporated by reference, as part of the Registration Statement, the Disclosure Package or the Prospectus, is a firm of independent certified public accountants as required by the Act and the Regulations with respect to CWCO, and (ii) KPMG Cayman Islands, which has given its report on certain financial statements included, or incorporated by reference as part of the Registration Statement, the Disclosure Package or the Prospectus, is a firm of independent certified public accountants as required by the Act and the Regulations with respect to CWCO.

          (aa) No member of the CWCO Group is in violation of, or in default under, any of the terms or provisions of (i) its governing instruments and (ii) except where any such default would not reasonably be expected to have a material adverse effect on the Business Conditions of the CWCO Group, (A) any indenture, mortgage, deed of trust, contract, commitment or other agreement or instrument to which it is a party or by which it or any of its assets or properties is bound or affected, (B) any law, rule, regulation, judgment, order or decree of any government or governmental agency, instrumentality or court, domestic or foreign, having jurisdiction over it or any of its properties or business, or (C) any license, permit, certification, registration, approval, consent or franchise.

          (bb) Except as expressly disclosed in the Registration Statement, the Disclosure Package or the Prospectus, there are no claims, actions, suits, protests, proceedings, arbitrations, investigations or inquiries pending before, or, to the knowledge of CWCO, threatened or contemplated by, any governmental agency, instrumentality, court or tribunal, domestic or foreign, or before any private arbitration tribunal to which any member of the CWCO Group is or may be made a party that could reasonably be expected to affect the validity of any of the outstanding Ordinary Shares, or that, if determined adversely to any member of the CWCO Group would, in any case or in the aggregate, result in any material adverse change in the Business Conditions of the CWCO Group, nor, to the knowledge of CWCO, is there any reasonable basis for any such claim, action, suit, protest, proceeding, arbitration, investigation or inquiry. There are no outstanding orders, judgments or decrees of any court, governmental agency, instrumentality or other tribunal enjoining any member of the CWCO Group from, or requiring any member of the CWCO Group to take or refrain from taking, any action, or to which any member of the CWCO Group or their properties, assets or businesses are bound or subject, except for such orders, judgments or decrees which would not have a material adverse effect on the Business Conditions of the CWCO Group.

          (cc) Each member of the CWCO Group owns, or possesses adequate rights to use, or can acquire on reasonable terms, all patents, patent applications, trademarks, trademark registrations, applications for trademark registration, trade names, service marks, licenses, inventions, copyrights, know-how (including any unpatented and/or unpatentable proprietary or confidential technology, information, systems, design methodologies and devices or procedures developed or derived from or for each member of the CWCO Groups’s business), trade secrets, confidential information, processes and formulations and other proprietary information necessary for, used in, or proposed to be used in, the conduct of the business of the CWCO Group as described in the Registration Statement, the Disclosure Package or the Prospectus (collectively, the “Intellectual Property”), except where the failure to own or possess or otherwise be able to acquire such Intellectual Property would not have a material adverse effect on the Business

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Conditions of the CWCO Group. To the knowledge of CWCO, no member of the CWCO Group has infringed, is infringing or has received any notice of conflict with, the asserted rights of others with respect to the Intellectual Property that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could materially adversely affect the Business Conditions of the CWCO Group, and CWCO knows of no reasonable basis therefor. To the knowledge of CWCO, no other parties have infringed upon or are in conflict with any Intellectual Property. Except for the Agreement for Testing Prototype Desalination Equipment dated March 23, 2006 between CWCO and Industrial Services, Inc., no member of the CWCO Group is a party to, or bound by, any agreement pursuant to which royalties, honorariums or fees are payable by any member of the CWCO Group to any person by reason of the ownership or use of any Intellectual Property.

          (dd) Each member of the CWCO Group has good and marketable title to all property described in the Registration Statement, the Disclosure Package or the Prospectus as being owned by it, free and clear of all liens, security interests, charges or encumbrances and the like, except such as are expressly described or referred to in the Registration Statement, the Disclosure Package or the Prospectus or such as do not materially adversely affect the Business Conditions or the conduct of the business of the CWCO Group, as described in the Registration Statement, the Disclosure Package or the Prospectus. Each member of the CWCO Group has insured its property against loss or damage by fire, hurricane or other casualty, in amounts reasonably believed by CWCO to be adequate, and maintains insurance against such other risks as management of CWCO deems appropriate. All real and personal property leased by each member of the CWCO Group, as described or referred to in the Registration Statement, the Disclosure Package or the Prospectus, is held by the respective member of the CWCO Group under valid and enforceable leases, except where the invalidity or unenforceability of any lease would not have a material adverse effect on the Business Conditions of the CWCO Group. The executive offices and facilities of the CWCO Group (the “Premises”), and all operations presently or formerly conducted thereon by the CWCO Group or any predecessors thereof, are now and, since the CWCO Group began to use such Premises, always have been and, to the knowledge of CWCO prior to when the CWCO Group began to use such Premises, always had been, in compliance with all statutes, ordinances, regulations, rules, standards and requirements of common law applicable to the areas in which the CWCO Group provide service concerning or relating to industrial hygiene and the protection of health and the environment (collectively, the “Environmental Laws”), except to the extent that any failure in such compliance would not materially adversely affect the Business Conditions of the CWCO Group. To the knowledge of CWCO, the CWCO Group facilities produce water, and contemplated expanded facilities will produce water, in accordance with the applicable customer and license agreements, and are not subject to any restriction on water processing under any law, regulation, rule, order or permit, except as expressly described in the Registration Statement, the Disclosure Package or the Prospectus and such as do not materially adversely affect the Business Conditions or the conduct of the business of the CWCO Group. To the knowledge of CWCO, there are no conditions on, about, beneath or arising from the Premises, in close proximity to the Premises or at any other location that might give rise to liability or the imposition of a statutory lien under any of the Environmental Laws, or affect the quality of the water processed by the CWCO Group, and that would materially adversely affect the Business Conditions of the CWCO Group, except as described in the Registration Statement, the Disclosure Package or the Prospectus. Except as expressly disclosed in the Registration Statement, the Disclosure Package or the Prospectus, or

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which will not materially adversely affect the Business Conditions of the CWCO Group (i) no member of the CWCO Group has received notice or has knowledge of any claim, demand, investigation, regulatory action, suit or other action instituted or threatened against the CWCO Group or any portion of the Premises or any parcel in close proximity to the Premises relating to any of the Environmental Laws and (ii) no member of the CWCO Group has received any notice of material violation, citation, complaint, order, directive, request for information or response thereto, notice letter, demand letter or compliance schedule to or from any governmental or regulatory agency arising out of or in connection with “hazardous substances” (as defined by applicable Environmental Laws) on, about, beneath, arising from or generated at the Premises, near the Premises or at any other location.

          (ee) Each member of the CWCO Group maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (ff) CWCO is in compliance in all material respects with all currently effective provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are applicable, or will be applicable as of the Closing Date, to CWCO.

          (gg) Each member of the CWCO Group and their respective affiliates (the “Employers”) have established, maintain, contribute to, are required to contribute to, are a party to, or are bound by contractual commitments as required by applicable laws and regulations, with respect to, certain pension, retirement, or profit-sharing plans, deferred compensation, bonus, or other incentive plans, or medical, vision, dental, or other health and welfare benefit plans, or life insurance or disability plans, or any other employee benefit plans, programs, arrangements, agreements, or understandings (the “Plans”).

          With respect to each of the Plans:

               (i) The terms of each of the Plans are in writing, and each of the Plans has been maintained and administered in accordance with its terms and any applicable collective bargaining agreements.

               (ii) Each of the Plans has been maintained and administered in compliance with all regulations, rules, standards and requirements of the common law and the laws concerning the establishment, funding, taxation and administration of such Plans of the Cayman Islands, The Bahamas, Belize, Barbados and the British Virgin Islands, including without limitation any such laws governing the conduct of the trustees, fiduciaries or administrators of such Plans (collectively, the “Employee Benefits Laws”) except to the extent any failure in such compliance would not adversely affect the Business Conditions of the CWCO Group. None of the Plans are subject to the Employee Retirement Income Security Act of 1974 as amended (“ERISA”).

               (iii) None of the Plans is a defined benefit pension plan, under which the Employer is obligated to fund, or contribute to the funding of, the payment of a defined retirement benefit based on an employee’s accumulated compensation, service or other factors.

               (iv) None of the Plans provides retiree life or retiree health insurance, except as may be required by applicable Employee Benefits laws.

               (v) There are no actions, suits or claims (other than routine claims for benefits in the ordinary course) pending or, to the knowledge of CWCO, threatened, and to CWCO’s best knowledge, there are no facts which could give rise to any such actions, suits or claims (other than routine claims for benefits in the ordinary course) related to the Plans.

               (vi) All contributions and/or insurance premiums required to be paid as of the Closing Date by the Employers with respect to such Plans have been paid.

               (vii) The Employers have made all disclosures to participants and governmental authorities, including tax filings as applicable, with respect to such Plans as may be required by applicable Employee Benefits law.

          (hh) No labor dispute exists with the Employer’s employees, and to the knowledge of CWCO, no such labor dispute is threatened. CWCO has no knowledge of any existing or threatened labor disturbance by the employees of any of the principal suppliers, contractors or customers of the CWCO Group that would materially adversely affect the Business Conditions of the CWCO Group. None of the Employer’s employees is covered by a collective bargaining agreement and no union organizing activity exists with respect to any of such employees.

          (ii) There are no contracts, agreements or understandings between any member of the CWCO Group and/or any person that would give rise to a valid claim against any member of the CWCO Group and/or any of the Underwriters for a brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated herein, the Registration Statement, the Disclosure Package and the Prospectus or in any contracts, agreements, understandings, payments, arrangements or issuances with respect to the CWCO Group or, to the knowledge of the CWCO Group, any of its officers, directors, stockholders, employees or affiliates that may affect the Underwriters’ compensation as determined by the NASD.

          (jj) CWCO is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds therefor described in the Registration Statement, Disclosure Package or the Prospectus will not be, an “investment company,” as defined in the Investment Company Act of 1940, as amended. None of the CWCO Subsidiaries is an “investment company” as defined in the Investment Company Act of 1940, as amended. No holder of Ordinary Shares, or “group” of holders of Ordinary Shares, within the meaning of Section 13(d)(3) of the Exchange Act, holds more than twenty-five percent (25%) of CWCO’s outstanding Ordinary Shares.

          (kk) The Company is not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code and based on current

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operating plans and financial projections the Company is not likely to become a PFIC as a result of the offer and sale of the Shares or otherwise.

          (ll) Each member of the CWCO Group has received all permits, licenses, franchises, authorizations, registrations, qualifications and approvals (collectively, “Permits”) of governmental or regulatory authorities as may be required of them to own their properties and conduct their businesses in the manner described in the Registration Statement, the Disclosure Package or the Prospectus, subject to such qualifications as may be set forth in the Prospectus, except to the extent that failure to receive such Permits would not have a material adverse effect on the Business Conditions of the CWCO Group; and each member of the CWCO Group has fulfilled and performed all of their material obligations with respect to such Permits, and except as disclosed in the Risk Factor, no event has occurred which allows or, after notice or lapse of time or both, would allow revocation or termination thereof or result in any other material impairment of the rights of the holder of any such Permit, subject in each case to such qualifications as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus; and, except as described in the Registration Statement, the Disclosure Package or the Prospectus, such Permits contain no restrictions that materially affect the ability of any member of the CWCO Group to conduct their businesses.

          (mm) No statement, representation, warranty or covenant made by CWCO in this Agreement or in any certificate or document required by this Agreement to be delivered to the Representatives is, or as of the Closing Date or any Option Closing Date will be, inaccurate, untrue or incorrect in any material respect. No transaction has occurred or is proposed between or among CWCO and any of its officers, directors or shareholders or any affiliate of the foregoing, or any affiliate of the foregoing that is required to be described in and is not described in the Registration Statement, the Disclosure Package or the Prospectus.

          (nn) No member of the CWCO Group or any officer, director, employee, partner, agent or other person acting on behalf of any member of the CWCO Group has, directly or indirectly, given or agreed to give any money, property or similar benefit or consideration to any customer or supplier (including any employee or agent of any customer or supplier) or official or employee of any agency or instrumentality of any government (foreign or domestic) or political party or candidate for office (foreign or domestic) or any other person who was, is or in the future may be in a position to affect the Business Conditions of the CWCO Group, or any actual or proposed business transaction of any member of the CWCO Group, as the case may be that (i) could subject any member of the CWCO Group to any liability (including, but not limited to, the payment of monetary damages) or penalty in any civil, criminal or governmental action or proceeding that would have a material adverse effect on the Business Conditions of the CWCO Group, or (ii) with respect to any member of the CWCO Group or any officer or director thereof, violates any law, rule or regulation to which any member of the CWCO Group is subject. With respect to OCBVI, the representations and warranties set forth in this subsection (nn) are limited and qualified to the knowledge of CWCO.

          (oo) CWCO’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of the Exchange Act, the rules and regulations of the SEC adopted thereunder and Rules 4200 and 4350 of the NASD that are applicable as of the Closing Date. CWCO’s audit committee has adopted a charter that satisfies the Exchange Act,

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the rules and regulations of the SEC adopted thereunder and Rules 4200 and 4350 of the NASD that are applicable as of the Closing Date.

        &