Exhibit 10.22
                                    AGREEMENT

         This Agreement (the "Agreement"), is made by and among:

                  Aquamax  (International)  Holdings  B.V., a Dutch  corporation
                  having a  principal  place of  business  at  Locatellikade  1,
                  Parnassustoren,  1076 AZ Amsterdam,  P.O. Box 75215,  1070 AE,
                  Amsterdam, The Netherlands, ("Aquamax"); and

                  Keeran  Corporation N.V., a Netherlands  Antilles  Corporation
                  having a principal  place of  business  at World Trade  Center
                  Curacao, Unit BC.II.01-04, Piscadera Bay, Willemstad, Curacao,
                  Netherlands Antilles ("Keeran")

         (each an "Assignor" and, collectively, "Assignors") on the one hand;

                  Balantum Oy (Newco), a Finnish corporation,  having offices at
                  c/o Asianajotoimisto  Waselius & Wist Oy, Etelaesplanadi 24 A,
                  00130 Helsinki, Finland, ("Assignee"), on the other; and

                  Ocean Power Corporation,  a United States corporation having a
                  principal  place of business 5000 Robert J. Matthews  Parkway,
                  El Dorado Hills,  California,  95762, United States of America
                  ("OPC").


                                   WITNESSETH:

         WHEREAS,  Assignors are the owners of patents,  patent applications and
the  invention(s)  to which such patents and patent  applications  are directed,
along with trade secrets, technical documents, technical information and knowhow
associated with said patents, patent applications and inventions; and

         WHEREAS,  Assignee is desirous of acquiring the entire right, title and
interest of each of the  Assignors in and to all of Assignors'  patents,  patent
applications,  invention(s) and trade secrets,  technical  documents,  technical
information and knowhow  associated with said patents,  patent  applications and
inventions, wherever existing throughout the world;

         NOW,  THEREFORE,   in  consideration  of  the  terms,   conditions  and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:


                                       1
<PAGE>

1.       DEFINITIONS

1.1      "Affiliate(s)"   of  a  party  to  this   Agreement   shall   mean  any
         organization:  (i) fifty  percent  (50%) or more of the voting stock of
         which is controlled  and/or owned directly or indirectly by that party,
         (ii) that directly or  indirectly  owns and/or  controls  fifty percent
         (50%) or more of the voting stock of that party;  or (iii) the majority
         ownership  of which is directly or  indirectly  common to the  majority
         ownership of that party.

1.2      "Aquamax   Mechanical   Vapor   Compression   Technology"   means   any
         distillation  technology  described  or claimed in any patent or patent
         application  included in the  Intellectual  Property,  which includes a
         mechanical compressor (as distinct from a thermal compressor).

1.3      "Aquamax Multi Effect  Technology"  means any  distillation  technology
         described  or claimed in any patent or patent  application  included in
         the  Intellectual  Property:  in  which a  distillation  apparatus  (a)
         incorporates more than one evaporator;  and (b) in which the vapor from
         one  evaporator  is used as a  source  of heat for  another  evaporator
         incorporated in the same distillation apparatus is used.

1.4      "Closing Date" means the  "Completion  Date" as that term is defined in
         paragraph 6.1 of that certain Asset  Purchase  Agreement by and between
         Assignee and Hackman Technology Oy, Ltd., dated 20 July, 2001.

1.5      "Intellectual Property" shall mean:

             (a)  each and all of Assignors' issued patents throughout the world
                  in any  jurisdiction,  including,  but not limited to, any and
                  all  substitutions,   revalidations,   extensions,   reissues,
                  renewals, divisions,  continuations,  continuations-in-part or
                  national phase applications thereof;

             (b)  each  and  all  of  Assignors'  pending  patent   applications
                  throughout  the  world and any and all  patents  that may ever
                  issue therefrom and any and all substitutions,  revalidations,
                  extensions,  reissues,  renewals,  divisions,   continuations,
                  continuations-in-part  or national phase applications thereof,
                  and

             (c)  the   invention(s)   described  or  claimed  in  each  of  the
                  above-mentioned  patents or patent applications along with all
                  trade secrets, technical documents,  technical information and
                  knowhow associated with each invention described or claimed in
                  each patent or patent application.

1.6      The parties hereto agree that the Intellectual  Property includes,  but
         is not limited to, the  patents  and patent  applications  set forth on
         Schedule A, attached hereto.


                                       2
<PAGE>

2.       ASSIGNMENT

2.1      Assignors,  acting  individually  and  together,  agree to transfer and
         assign,  and hereby transfer and assign,  to Assignee all right,  title
         and interest in and to all of the Intellectual  Property throughout the
         world,  the same to be held and enjoyed by Assignee for  Assignee's own
         use  and  enjoyment  and  the  use  and  enjoyment  of its  Affiliates,
         successors,  assigns or other legal  representatives,  for the term set
         forth in  paragraph  4, below,  as fully and entirely as the same would
         have been held and enjoyed by Assignors if this assignment had not been
         made.

2.2      Assignors  agree  promptly  to sign and  execute,  and to  cause  their
         employees and agents promptly to sign and execute,  any and all further
         documents or instruments which may be necessary,  lawful, and proper in
         the connection with:

             (a)  the  maintenance  of  any  of  the  patents  included  in  the
                  Intellectual Property;
             (b)  the  ongoing   prosecution   of  any  of  the  pending  patent
                  applications included in the Intellectual Property;
             (c)  the   preparation   and   prosecution  of  any   continuation,
                  continuation-in-part,    substitute,    divisional,   renewal,
                  revalidation,  national phase or reissue applications relating
                  to any issued patent  included in the  Intellectual  Property;
                  and
             (d)  the   preparation   and   prosecution  of  any   continuation,
                  continuation-in-part,    substitute,    divisional,   renewal,
                  revalidation,  national phase or reissue applications relating
                  to any patent  which may in the  future  issue from any of the
                  pending applications included in the Intellectual Property.

 2.3     Assignors hereby authorize and request the appropriate  governmental or
         international  authorities in each  jurisdiction  from which any patent
         included in the  Intellectual  Property has issued,  including  without
         limitation the European Patent Office,  to duly and properly record the
         assignment of any such patent to Assignee.  Assignors agree promptly to
         sign and execute,  and to cause their  employees and agents promptly to
         sign and execute,  any and all further  documents or instruments  which
         may be  necessary,  lawful,  and  proper to  implement  and  effect the
         authorization  and  request set forth in this  subparagraph;  provided,
         however,  that  Assignors  shall not otherwise be required  actively to
         process the recordation(s) contemplated hereunder nor to bear any other
         costs or expenses related thereto.

2.4      Assignors hereby authorize and request the appropriate  governmental or
         international  authorities  in each  jurisdiction  in which any  patent
         application included in the Intellectual Property is pending, including
         without  limitation  the European  Patent  Office,  to issue any patent
         which may issue in the future from any such  application,  to Assignee.
         Assignors  agree  promptly  to sign and  execute,  and to  cause  their
         employees and agents promptly to sign and execute,  any and all further
         documents or instruments which may be necessary,  lawful, and proper to
         implement  and effect the  authorization  and request set forth in this
         subparagraph;  provided, however, that Assignors shall not otherwise be
         required  actively  to  participate  in  the  issuance(s)  contemplated
         hereunder nor to bear any other costs or expenses related thereto.

                                       3
<PAGE>

2.5      Assignors  further  agree  promptly to sign and  execute,  and to cause
         their  employees and agents  promptly to sign and execute,  any and all
         further  documents or instruments which may be necessary,  lawful,  and
         proper in order to effect  recordation of the assignment of each patent
         and patent application included in the Intellectual  Property,  in each
         appropriate   patent   office  or  other   national  or   international
         administrative  or  governmental  agency;   provided,   however,   that
         Assignors  shall not  otherwise  be  required  actively  to process the
         recordation(s)  contemplated  hereunder  nor to bear any other costs or
         expenses related thereto.

2.6      Assignors further agree to transfer to Assignee on the Closing Date all
         trade secrets,  technical documents,  technical information and knowhow
         associated with, related to or derived from each invention described or
         claimed  in  each  patent  or  patent   application   included  in  the
         Intellectual Property,  including, without limitation: (i) all drawings
         relating to the Aquamax Mechanical Vapour Compression  Technology,  the
         Aquamax  Multi-Effect  Technology,  and any applications that have been
         developed  for  any  part of the  Intellectual  Property  by  Chemitec,
         Multiproject  or Shippax,  Maywood  Enterprises  Corporation;  (ii) all
         documents  evidencing  any designs,  mechanical  drawings,  engineering
         diagrams  or  calculations   related  to  the  Intellectual   Property,
         including: drawings or writings describing any design of evaporators of
         any type,  documents  relating to running costs, other costs or future,
         or present,  real or hypothetical income streams relating to any of the
         Intellectual  Property;  and (iii) all  written  material  relating  to
         either  Assignor's   business  in  water  desalination  or  remediation
         (collectively, the "Technology Transfer Materials and Information").


2.7      (a) Assignors  further agree that Assignors shall cause Rainer Sjostrom
         to make himself available to Assignee from time to time as Assignee may
         request,  but in no event on more  than ten (10)  days,  at  Assignee's
         offices,  or at such other location as Assignees may designate,  during
         normal  business hours during the ninety (90) day period  commencing on
         the Closing Date, for the purpose of disclosing  fully,  completely and
         comprehensively  all ideas,  concepts,  information  or knowledge  that
         Rainer Sjostrom may have concerning the Technology  Transfer  Materials
         and  Information.   Assignee  shall  provide   Assignors  with  written
         confirmation  for each day on which  Rainer  Sjostrom  shall  have made
         himself available as contemplated by this subparagraph.

         (b) Assignors shall be deemed to have fulfilled the obligations imposed
         upon them pursuant to this  subparagraph  2.7 when: (i) Rainer Sjostrom
         shall have made himself  available  to Assignee in the manner,  for the
         purposes,  and for the number of days required by subparagraph  2.7(a);
         or (ii) when the ninety (90) day period  commencing on the Closing Date
         has elapsed and  Assignee has not used its right to request that Rainer
         Sjostrom  make  himself  available;  or (iii) upon the  occasion of the
         death of Rainer Sjostrom or (iv) the permanent incapacitation of Rainer
         Sjostrom  in such  manner  as to  render  him  unable  to  discuss  the
         Technology   Transfer  Materials  and  Information;   or  (v)  Assignee
         otherwise   releases   Assignors  from  their  obligations  under  this
         subparagraph 2.7.

                                       4
<PAGE>

         (c)  Assignee  shall  reimburse  Rainer  Sjostrom  for  his  reasonable
         out-of-pocket  travel expenses  actually  incurred if Assignors require
         Rainer Sjostrom's attendance outside of Switzerland or Finland.

         (d)On the thirtieth  (30th),  sixtieth (60th) and ninetieth (90th) days
         following  the Closing  Date hereof,  and provided  that on those dates
         Assignors  are  not in  breach  or  default  of any  provision  of this
         Agreement,  Assignee  shall  provide  Assignors  a  document  ( each an
         "Interim  Technology Transfer  Completion  Document"),  authorizing the
         escrow agent to deliver One Hundred  Ninety Nine  Thousand Nine Hundred
         Ninety Nine  Dollars and Eighty Eight Cents (US  $199,999.88)  from the
         Escrowed Funds to Keeran as contemplated by subparagraph 3.1 hereof.

3.       CONSIDERATION

3.1      n  consideration  and full  payment  for the  assignments  and related
         matters hereunder:

         (a)      OPC  shall  pay to  Assignors  the  sum of One  Million  Eight
                  Hundred Thousand United States Dollars  (US$1,800,000),  which
                  shall be paid as follows:

                  a. To Aquamax - One United States Dollar (US$1) at the closing
                  of the transaction contemplated herein ; and

                  b. To Keeran - One Million One  Hundred  Ninety Nine  Thousand
                  Nine  Hundred  and Ninety  Nine  Dollars and Thirty Four Cents
                  (US$1,199,999.34)   at  the   closing   of   the   transaction
                  contemplated herein, and;


         (b)      OPC shall issue six hundred thousand (600,000) shares of OPC's
                  common  stock (the  "Consideration  Stock") to  Assignors,  as
                  follows:

                  a. To  Aquamax  - One (1)  share  of OPC  common  stock at the
                  closing of the transaction contemplated herein ; and


                  b. To Keeran - Five Hundred  Ninety Nine Thousand Nine Hundred
                  and Ninety Nine ( 599,999)  shares of OPC common  stock at the
                  closing of the transaction contemplated herein; and

         (c)      At the closing of the  transaction  contemplated  herein,  OPC
                  shall  deposit Five Hundred  Ninety Nine Thousand Nine Hundred
                  and Ninety Nine  Dollars and Sixty Six Cents (US  $599,999.66)
                  (the  "Escrowed  Funds")  with a third party  escrow  agent in
                  Helsinki,   Finland  mutually  acceptable  to  Keeran  and  to
                  Assignee.  Assignee's  written agreement with the escrow agent
                  shall  provide,  inter  alia,  that  the  escrow  agent  shall
                  delivery One Hundred  Ninety Nine Thousand Nine Hundred Ninety
                  Nine Dollars and Eighty Eight Cents (US $199,999.88)  from the
                  Escrowed  Funds to Keeran upon the escrow  agent's  receipt of
                  each of the Interim Technology Transfer  Completion  Documents
                  provided for in subparagraph 2.8 hereof, but not otherwise.

          (d)     OPC guarantees Assignee's obligations under (a) and (b) above.
                                       5
<PAGE>

3.2      In return  for OPC  agreeing  to issue  the  Consideration  Stock,  the
         Assignors each warrant in favor of and represent to Assignee and OPC in
         the terms set out in Schedule B on the date the Consideration  Stock is
         issued.

3.3      (a)      On or about June 7, 1999,  PTC  Group,  Inc.  issued 4 million
                  shares  of PTC  Group,  Inc.  stock to Keeran  Corporation  NV
                  ("Keeran"),  with a face  value of USD .001 per  share.  Those
                  shares were issued in exchange for the  concurrent  receipt of
                  full and valid consideration. In July of 1999, PTC Group, Inc.
                  underwent  a name change and merger.  The  surviving  company,
                  Ocean Power  Corporation,  incorporated  under the laws of the
                  State of  Delaware  ("Ocean  Power"),  trades  on the over the
                  counter boards as PWRE. On or about August 22, 1999, there was
                  a 10 to 1 reverse split of Ocean Power's stock. As a result of
                  that split, on or about August 7, 2000,  Keeran  exchanged its
                  PTC  Group,  Inc.  stock for  400,000  shares  of Ocean  Power
                  Corporation  stock,  Certificate Number 467, with a face value
                  of USD 0.01 per share. The Ocean Power shares issued on August
                  7, 2000, replaced the PTC Group, Inc. shares issued on June 7,
                  1999.

         (b)      In  consideration  of entering into this  Agreement,  Assignee
                  shall  forthwith  issue an  additional  six  hundred  thousand
                  (600,000)  shares  of Ocean  Power  stock  (the  Consideration
                  Stock) to Keeran.  It is intended and agreed among the parties
                  that upon the closing of the transaction  contemplated herein,
                  Keeran  shall be deemed to have given full  consideration  for
                  those six hundred thousand (600,000) shares.

          (c)     Ocean Power hereby  agrees that it shall not engage in any act
                  that  will  interfere  with  Keeran's  legal  right to sell or
                  otherwise  transfer  any or all of  the 1  million  shares  of
                  unregistered  Ocean Power stock  identified  in this  Section.
                  Ocean Power further that it shall not  unreasonably  refuse to
                  perform any act or refuse to provide any consent necessary for
                  the legal  transfer  by  Keeran of any of the 1 million  Ocean
                  Power shares identified in this Section.


4.       TERM OF AGREEMENT

         This Agreement is  conditional  upon and shall enter into force only on
         the  Closing  Date and it shall  continue to the end of the term of the
         last of the patents included in the Intellectual Property,  whether now
         issued or issuing in the future, to expire.

5.       SURVIVING PROVISIONS

         The following  sections and paragraphs  shall survive the expiration or
         termination of this Agreement: 1, 2, 5, 6, 7, 8 and 11.

                                       6
<PAGE>

6.       REPRESENTATIONS AND WARRANTIES

         Assignors represent and warrant that:

         (a)      They are the owners of all right, title and interest in and to
                  the  Intellectual  Property  and they have the right to assign
                  all rights therein to Assignee;

         (b)      They  have  no  arrangements,  grants,  licenses,  options  or
                  agreements  that may  abridge,  modify  or defeat  the  rights
                  granted in this  Agreement and as of the date hereof there are
                  no  licenses  of any kind in force and  effect  regarding  the
                  Intellectual Property;

         (c)      They are under no legal  impediment  which would  prevent them
                  from executing this Agreement or consummating and implementing
                  the same;

         (d)      No part of the  Intellectual  Property,  including any patent,
                  patent   application   or   invention,   is   subject  to  any
                  encumbrance,  lien, security right, outstanding order, decree,
                  judgment,  charge,  or  attachment  whatsoever.  There  are no
                  pending  litigations or, to the best of Assignors'  knowledge,
                  threatened proceedings,  or other adverse claims affecting any
                  part of the Intellectual  Property.  To the best of Assignor's
                  knowledge,  no  person  or entity  is  infringing  any  rights
                  currently held by either  Assignor under any of the patents or
                  patent applications included in the Intellectual  Property. To
                  the best of Assignors'  knowledge,  there are no  litigations,
                  threatened  proceedings or other adverse claims asserting that
                  practice of any patent, patent application, invention or other
                  part of the Intellectual  Property  infringes any intellectual
                  property rights of any third party; and

         (e)      The Technology  Transfer Materials and Information  constitute
                  all materials and information,  including  without  limitation
                  all trade secrets, technical documents,  technical information
                  and  knowhow,  in the  possession  or  under  the  control  of
                  Assignors  associated  with,  related to or  derived  from the
                  Intellectual Property.

7.       ASSIGNORS' INDEMNIFICATION

         Anything in this Agreement to the contrary  notwithstanding,  Assignors
         hereby agrees to indemnify Assignee for all losses,  costs and expenses
         (including  reasonable  attorneys fee) arising out of Assignors' breach
         or default of any provision of this Agreement.

                                       7
<PAGE>

8.       LIABILITY LIMITATION

         In no event shall either party be liable to the other for any indirect,
         incidental,  special or consequential damages for loss of profits, data
         or use,  incurred  by either  party or any third  party,  whether in an
         action in tort or contract or other grounds for liability,  even if the
         party has been advised of the possibility of such damages.

9.       SEVERABILITY

         This Agreement is subject to the restrictions,  limitations,  terms and
         conditions of all applicable  governmental  regulations,  approvals and
         clearances. If any term or provision of this Agreement is held invalid,
         illegal  or  unenforceable   in  any  respect  for  any  reason,   that
         invalidity,  illegality or unenforceability  shall not affect any other
         term or provision  hereof,  and this Agreement shall be interpreted and
         construed  as if such term(s) or  provision(s),  to the extent the same
         shall have been held to be invalid, illegal or unenforceable, had never
         been contained herein.

10.      FORCE MAJEURE

         In the  event  that  any act of a  government,  war  conditions,  labor
         disputes, strikes, fire, flood, or other act of God, or any other cause
         or  condition   beyond  a  party's  control  prevents  any  party  from
         performing in accordance  with the provisions of this  Agreement,  such
         nonperformance  shall not be  considered a breach or default so long as
         the conditions prevail.

11.      MISCELLANEOUS

11.1     Further Documents.  Each party will,  whenever and as often as it shall
         reasonably  be  requested  to  do  so  by  the  other  party,  execute,
         acknowledge  and  deliver,  or cause to be executed,  acknowledged  and
         delivered,   any  and  all  such  further   conveyances,   assignments,
         confirmations, satisfactions, releases, powers of attorney, instruments
         of  further  assurances,  approvals,  consents,  and any  and all  such
         further  instruments  and documents as may be  necessary,  expedient or
         proper to carry out the intent and purpose of this Agreement.

11.2     Notices.  Any invoice,  payment,  confirmation of payment,  notice,  or
         report  required or permitted to be given under this Agreement shall be
         in writing  and shall  either be  personally  delivered,  sent by first
         class mail,  postage prepaid,  or sent by guaranteed  overnight courier
         (such as Federal Express) postage prepaid, and addressed as follows:

                                       8
<PAGE>

                  If to Assignee:        Balantum Oy
                                         c/o Asianajotoimisto Waselius & Wist Oy
                                         Etelaesplanadi 24 A, 00130
                                         Helsinki, Finland
                                         Attention:  Juhani Kujala, CEO
                                                     ------------------

                                         and a copy to:

                                         Edward V. Di Lello, Esq.
                                         Darby & Darby P.C.
                                         805 Third Avenue
                                         New York, New York 10022

                  If to Assignors:       Aquamax (International) Holding B.V.,
                                         Locatellikade 1
                                         Parnassustoren, 1076 AZ Amsterdam
                                         P.O. Box 75215
                                         1070 AE, Amsterdam
                                         The Netherlands

                                         Attention:  _________________

                                         and a copy to:

                                         Dr. Tauno Palotie
                                         Veikko Palotie & Co
                                         Aleksanterinkatu 44
                                         Helsinki, Finland 00100

                           and


                                         Keeran Corporation N.V.
                                         World Trade Center Curacao
                                         Unit BC.II.01-04
                                         Piscadera Bay, Willemstad
                                         Curacao, Netherlands Antilles

                                         Attention:  _________________

                                    and a copy to:

                                         Dr. Tauno Palotie
                                         Veikko Palotie & Co
                                         Aleksanterinkatu 44
                                         Helsinki, Finland 00100

or to such  other  address or  addresses  as either  party may later  specify by
notice  to the  other  party.  All  notices  shall be  effective  on the date of
delivery if delivered personally, otherwise notices shall be effective three (3)
business days after dispatch.

                                       9
<PAGE>

11.3     Applicable  Law.  The  parties  agree  that  this  Agreement  shall  be
         considered  to have been made in,  and  construed  and  interpreted  in
         accordance with the substantive laws of Finland,  without regard to its
         conflict  or choice of law  principles,  except to the extent  that any
         rights in United States patents are licensed hereunder,  the applicable
         patent laws of the United states shall control.

11.4     Authority.  Each person whose  signature  appears  hereon  warrants and
         guarantees  that he has been duly  authorized or has full  authority to
         execute  this  Agreement  on his  behalf or on behalf of the  entity on
         whose behalf this Agreement is executed, as the case may be.

11.5     Independent Legal Advice.  The parties  acknowledge that they have been
         advised or had the opportunity to be advised by their own independently
         selected  counsel and other advisors in connection  with this Agreement
         and enter into this Agreement solely on the basis of that advice and on
         the basis of their own independent  investigation  of all of the facts,
         laws and  circumstances  material to this  Agreement or any  provisions
         thereof,  and  not in  any  manner  or to any  degree  based  upon  any
         statement or omission by the other party and/or its counsel.

11.6     Construction.  Each  party  has  cooperated  in the  drafting  of  this
         Agreement.  Hence,  this Agreement  shall not be construed  against any
         party on the basis that that party was the  drafter.  The  headings are
         for the convenience of the parties and are not to be used in construing
         the meaning of any provision of this Agreement.

11.7     Waiver.  Failure  by either  party to  enforce  any  rights  under this
         Agreement shall not be construed as a waiver of such rights nor shall a
         waiver  by  either  party  in one or more  instances  be  construed  as
         constituting a continuing waiver or as a waiver in other instances.

11.8     Assignment.  This Agreement and the rights of ASSIGNEE  hereunder shall
         be  assignable  by  ASSIGNEE  without  requirement  of any  consent  or
         approval of Assignor.

               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK


                                       10
<PAGE>

11.9     Entire Agreement. The terms and conditions contained in this Agreement,
         constitute the entire  agreement  between the parties and supersede all
         previous  agreements  and  understandings,  whether  oral  or  written,
         between the parties hereto,  with respect to the subject matter of this
         Agreement. No variation or modification of the terms of this Agreement,
         nor any waiver of any of the terms or provisions  hereof shall be valid
         unless in writing and signed by an  authorized  representative  of each
         party.  Nothing  in this  Agreement,  whether  express or  implied,  is
         intended  to confer any rights or  remedies  under or by reason of this
         Agreement on any persons other than the parties hereto.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed on the date(s) set forth below.

AQUAMAX (INTERNATIONAL) HOLDINGS B.V.    KEERAN CORPORATION N.V.

By:    /s/ Rainer Sjostrom               By:   /s/ Rainer Sjostrom
    ---------------------------------       ------------------------------------

Name:      Rainer Sjostrom               Name:     Rainer Sjostrom
      -------------------------------         ----------------------------------

Date:      20 July 2001                  Date:     20 July 2001
      -------------------------------         ----------------------------------

Title:                                   Title:
       ------------------------------          ---------------------------------



NEWCO                                    OCEAN POWER CORPORATION

By:   /s/ Juhani Kujala                  By:    /s/ Phillip Johnson
    ---------------------------------       ------------------------------------

Name:    Juhani Kujala                   Name:      Phillip Johnson
      -------------------------------         ----------------------------------

Date:    20 July 2001                    Date:      20 July 2001
      -------------------------------         ----------------------------------

Title:   CFO                             Title:     VP Ocean Power
       ------------------------------          ---------------------------------



                                       11
<PAGE>
Schedule A to Agreement

Patent applications and patents in the name of Aquamax Oy and Keeran Corporation
entrusted to Bergren Oy Ab 1(3)
Status report of 28 June 2001

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<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
Application  App.       Date of     Patent No.   Title                    Country    Applicant/        Our Ref.       Status
             Date       Grant                                                         Holder
--------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>         <C>          <C>                        <C>     <C>                 <C>          <C>
916170       14.12.90   1.0.94      06961        Heat Exchanger              FI     Keeran Corp. N.V.   36768        Valid until
                                                                                                                     14.12.2010
--------------------------------------------------------------------------------------------------------------------------------
92900876.1   16.12.91   12.3.97     0639097                                  EP     Keeran Corp. N.V.   39911        Valid until
                                    AT 0639097                                                                       16.12.2011
                                   (publ.no.149857)
                                    BE  0639097
                                    CHILI   0639097
                                    DE 069125193
                                    DK 039097
                                    ES  0639097
                                   (publ.no.2100332)
                                    FR  0639097 GB
                                    0639097  GR
                                    0639097 IT
                                    0639097 LU
                                    0639097 NL
                                    0639097 SE
                                    921900876.9
--------------------------------------------------------------------------------------------------------------------------------
90403/91     16.12.91   23.8.94     648858      Distillation apparatus      AU    Keeran Corp. N.V.      39912        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
97867        16.12.91   27.4.90     61254       Distillation apparatus      BG    Keeran Corp. N.V       39913        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
P/ 9107227   16.12.91   30.5.00     P/ 9107227  Distillation apparatus      BR    Keeran Corp. N.V       39914        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
2090288      16.12.91   17.10.00    2098288     Distillation apparatus      CA    Keeran Corp. N.V       39915        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
1727/93      16.12.91   8.9.97      213896      Distillation apparatus      HU    Keeran Corp. N.V       39916        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
4.502093     16.12.91   26.3.99     2904582     Distillation apparatus      JP    Keeran Corp. N.V       39917        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93-701758    16.12.91   2.9.99      0232015     Distillation apparatus      KR    Keeran Corp. N.V       39918        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
932177       16.12.91   24.11.97    301630      Distillation apparatus      NO    Keeran Corp. N.V       39919        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                      2(3)
--------------------------------------------------------------------------------------------------------------------------------
Application  App.       Date of     Patent No.  Title                    Country    Applicant/         Our Ref.       Status
             Date       Grant                                                         Holder
--------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>         <C>          <C>                        <C>     <C>                 <C>          <C>
93-00829     16.12.91   30.4.98     113117      Distillation apparatus      RO    Keeran Corp. N.V       39920        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93044492.00  16.12.91   27.5.97     2080140     Distillation apparatus      RU    Keeran Corp. N.V       39921        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
751416       16.12.91   23.6.98     5770020     Distillation apparatus      US    Keeran Corp. N.V       39922        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
92900801.8   16.12.91   14.2.96     0639096     Distillation apparatus      EP    Keeran Corp. N.V       39923        Valid until
                                    AT 0679096                                                                        16.12.2011
                                   (pub.no.134142)
                                    BE  0639096
                                    CHILI   0639096
                                    DE 69117196 DK
                                    0639096 ES 0639096
                                    FR 0639096  GB
                                    0639096 GR
                                    3019023 IT
                                    0639096  LU
                                    0639096 NL
                                    0639096 SE
                                    92900801.9
--------------------------------------------------------------------------------------------------------------------------------
90663/91     16.12.91   4.5.95      655956       Distillation apparatus     AU    Keeran Corp. N.V       39924        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
97866        16.12.91   3.11.99     61253        Distillation apparatus     BG    Keeran Corp. N.V       39925        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
P/9107228    16.12.91   3.11.99     P/9107228    Distillation apparatus     BR    Keeran Corp. N.V       39926        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
2098289      16.12.91                            Distillation apparatus     CA    Keeran Corp. N.V       39927        Issuance of
                                                                                                                      Official
                                                                                                                      Action Notice
                                                                                                                      of Allowance
                                                                                                                      is waited)
                                                                                                                      (Valid until
                                                                                                                      16.12.2011)
--------------------------------------------------------------------------------------------------------------------------------
1724/93      16.12.91   25.10.95    211016       Distillation apparatus     HU    Keeran Corp. N.V                    Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
4-501602     16.12.91   26.3.99     2904581      Distillation apparatus     JP    Keeran Corp. N.V                    Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     3(3)
--------------------------------------------------------------------------------------------------------------------------------
Application  App.       Date of     Patent No.   Title                    Country    Applicant/        Our Ref.       Status
             Date       Grant                                                         Holder
--------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>         <C>          <C>                        <C>     <C>                 <C>          <C>

93-701759    16.12.91   2.9.99      0232014      Distillation apparatus     KR    Keeran Corp. N.V.      39930        Valid until
                                                                                                                       16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93.2178      16.12.91   7.5.97      180519       Distillation apparatus     NO    Keeran Corp. N.V.      39931        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93-00830     16.12.91   30.4.98     113118       Distillation apparatus     RO    Keeran Corp. N.V.      39932        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93043874.00  16.12.91   10.4.97     2076762      Distillation apparatus     RU    Keeran Corp. N.V.      39933        Valid until
                                                                                                                      16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
075499       16.12.91   30.4.96     5512141      Distillation apparatus     US    Keeran Corp. N.V.      39934        Valid until
                                                                                                                      30.4.2013
--------------------------------------------------------------------------------------------------------------------------------
41986/89     25.8.89    26.7.93     635718       A distillation apparatus   AU    Keeran Corp. N.V.      38394        Valid until
                                                                                                                      25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
PI8907612    25.8.89    24.11.98    PI890        A distillation apparatus   BR    Keeran Corp. N.V.      38395        Valid until
                                    7612-5                                                                            25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
509307/89    25.8.89    27.8.99     2972253      A distillation apparatus   JP    Keeran Corp. N.V.      38396        Valid until
                                                                                                                      25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
90-700848    25.8.89    29.1.94     70500        A distillation apparatus   KR    Keeran Corp. N.V.      38397        Valid until
                                                                                                                      25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
4894840.26   25.8.89    15.1.94     2005530      A distillation apparatus   RU    Keeran Corp. N.V.      38398        Valid until
                                                                                                                      25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
113501       25.8.89    23.8.94     5340443      A distillation apparatus   US    Keeran Corp. N.V.      38399        Valid until
                                                                                                                      25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
89909775.2   25.8.89    10.8.94     0431030      A distillation apparatus   EP    Aquamax OY             38400        Valid until
                                                                                                                     25.08.2009
                                    AT  0431030
                                    BE  0431030
                                    CH+LI 0431030
                                    DE  68917470
                                    FR 0431030
                                    GB 0431030
                                    IT 0431030
                                    LU 0431030
                                    NL 0431030
                                    SE 89909775.2
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14
<PAGE>


PATENT FAMILY LISTING as at 28 June 2001
----------------------------------------

TITLE  OF THE  INVENTION:  "Lammonvaihtimien  kanfoteline  ja  hoyrykupu  - Rack
bearing heat  exchangers  and a steam dome to arranged in  connection  with said
rack"

APPLICATNT/OWNER: Keeran Corporation N.V.

Finnish Patent Application NO. 991408 (   the Priority Application)
-        Filed on 21 June 1999
-        Granted on 15 May 2000
-        Patent No. 104957

Finnish  Patent  Application  NO.  19991797  (claims  Priority over the FI991408
application)
-        Filed on 24 August 1999
-        First official  Action issued on 24 February 2000,  response filed on 7
         March 2000
-        Published on 21 December 2000

International Patent Application No. PCT FI00/00302)
-        Filed on 12 April 2000
-  International  Publication  No. WO 00/79204,  published on 28 December 2000 -
Written Opinion issued on 1 June 2001;  eventual response to be filed on 31 July
2001 - National  Phase entered into by 21 December 2001 (30 months from Priority
Date)





                                                                           ANNEX

FILES

Number 1. MEV 100/200


   1/2  1.       Catalogue
        2.       PI-Schemes
        3.       Cost estimates
        4.       Calculations
        5.       Other information
        6.       Sketches
        7.       Visualised image
        8.       Equipments, offers

Number 2.MEV 100/200

   2/2  9.       Drawings

Number 3. MEV 60/1000


   1/1  1.       Catalogue
        2.       MEV-60, main drawings, cost estimates
        3.       MEV-100, main drawings, cost estimates
        4.       MEV-200, main drawings, cost estimates
        5.       MEV-300, main drawings, cost estimates
        6.       MEV-450, main drawings, cost estimates
        7.       MEV-700, main drawings, cost estimates
        8.       MEV-1000, main drawings, cost estimates
9.       Offers, other information

Number 4. MEH Schemes, estimates


   1/1  1.       Catalogue
        2.       PI-Schemes
        3.       Cost estimates
        4.       Calculations
        5.       Other information
        6.       Sketches, drawings
9.      7.       Equipments, offers

Number 5. MVR 100


   1/1  1.       Catalogue
        8.       PI-Schemes
        9.       Cost estimates
        10.      Calculations
        11.      Other information
        12.      Sketches, drawings
        13.      Equipments, offers

                                       15
<PAGE>

Number 6. ME Miscellaneous


   1/1  1.       Simulointi (simulation)
        2.       PI-Schemes, drawings
        3.       Cost calculations
        4.       "
        5.       Electrical drawings
        6.       Instrumentation
        10.      Tarjoukset (offers)
        11.      kustannusarviot (cost calculations)
        12.      kirjeencaihto (correspondence)


Number 7. Waterfactories


   1/1 1.        Catalogue
       2.        Machines
       3.        Lay-out drawings
       4.        Quotations

Number 8. Companies, patents, assignments

   1/1                    -  Board resolution
                          Aquamax (International) Holdings B.V.
                          -  Shareholder's resolution
                          Aquamax (International) Holdings, B.V.
                          -  Board resolution of the managing director of
                          Keeran Corporation N.V.
                          -  Shareholders' resolution
                          Keeran Corporation N.V.

                          -  Patenttiliettelo  (patent  list) - Patent
                          family       listing       28.6.2001       -
                          kaupparekisteriote  (extract  of  the  trade
                          register) Mustix Oy

                          - Patenttihakemusten siirrot (assignments of
                          the applications) From Keeran Corporation NV
                          to Hadwaco Ltd 2.7.2001

Number 9. Index Waterfactories


   1/1  1.       Aquamax Algeria Water Factory
        2.       Self Powered Fresh Water Factory Barge
        3.       Outline Specification for a 10,000 tons/day
                 Autonomous Aquamax Desalination Barge
        4.       Aquamax Water Factories )9.11.2000)
        5.       Aquamax Floating Water Factory, outline specifications
        6.       Aquamax Water Factory, co-operative partnership (12.10.2000)
        7.       MV-100 Process description (6.3.1996 HJ)
        8.       MED-8-1000 Process description (11.12.1996 HJ)

                                       16
<PAGE>


        9.       Offers 269 and 271. Floating 7.500 m3/d. Plot Plan and Pakistan
                 5 x MVC-900= 4.500 m3/d. Self cost price etc.
        10.      Desalination plant on Site
        11.      Desalination plant Para-Delta
        12.      Desalination plants (Floating  installation)  12MVR-evaporation
                 units
        13.      Aquamax Water Factory Business Plan 26.2.1988
        14.      Vouros Investments Co Ltd, offer 13 MVR 1000 units on Barge
        15.      Desalination plants Floating installation
        16.      Aquamax desalination Barge
                 Para-Delta 11 x VC 1000+1 x MED 6-600
        17.      Aquamax desalination Barge Para UNO 10,000 TS/day
        18.      A Vouros Investment Ltd offer of 15,000-20,000 m3/day floating
                Plants.  Contract 39/98/68 (different options)
        19.      Cummins Wartsila (Cyprus Desal Plant)
        20.      Bottling plant equipment

Number 10.  Aquamax Miscellaneous

        o        Patenttien siirtopaperit (assignments documents)
        o        Patenttihakemuksia (the patent applications)
        o        Myinnettyja patentteja

        Number 11. Keeran Corporation N.V.
             Patent Documents>1999

                                    - Patentti papereita (patent documents)


Number 12.  ME 100-1000 Horizontal
     ME 100-700 Vertical

                                    -  PI-Drawings
                                    -  Cost Calculations
-        Flow calculations

Number 13.  Patents                 -  Patentteja (patents)

                                       17
<PAGE>

PATENT FAMILY LISTING as at 28 June 2001

TITLE OF THE INVENTION:    "Lammonvaihtoelementti - Heat exchanger element"

APPLICANT/OWNER:   Keeran   Corporation  N.V.  (except  for  the   International
Application)

Finnish Patent Application No. 941100 (   the Priority Application)
-        Filed on 9 March 1994
-        Granted on 26 May 1995
-        Patent No. 93773

IN THE NAME OF OY SHIPPAX LTD:
International Patent Application No. PCT/FI95/00051)
-    Filed on 6 February 1995
-    International Publication No. WO 95/47465, published on 29 October 1995
-    National  Phase  entered into by 9 September  1996 (30 months from Priority
     Date)

NATIONAL PHASE OF PCT/FI95/00051 (in the name of Keeran Corporation N.V.)

Australian Patent Application No. 15793/95
-    Filed on 9 September 1996
-    Granted on 9 April 1998
-    Patent No. 684605

Brazilian Patent Application No. PI 9507020-6
-    Filed on 9 September 1996
-    Granted on 16 November 1999
-    Patent No. PI 9507020-6
-    Transfer to Keeran Corporation N.V. not yet registered

Canadian Patent Application No. 2,183,656
-    Filed on 19 August 1996
-    quest  for  Examination  not yet  filed;  to be  filed at the  latest  by 6
     February 2002

Chinese Patent Application No. 95192018.9
-    Filed on 9 September 1996
-    Granted on 8 April 1999
-    Patent No. 95192018.9

European Patent Application No. 95907670.4
-    Filed on 15 August 1996
-    Granted on 5 January 2000
-    Patent No. 0749342
-    Registered in the following countries as national patents:

                  British Patent No. 0749342
                  French Patent No. 0749342
                  German Patent No. 695I4335.2.08
                  Greek Patent No. 3032713
                  Italian Patent No. 749342
                  Portuguese Patent No. 749342
                  Spanish Patent No. 749342

Japanese Patent Application No. 7-523256
-    Filed on 19 August 1996
-    Instructions  given  to the  Japanese  attorney  to file  the  Request  for
     Examination at their  convenience;  to be filed at the latest by 6 February
     2002

                                       18
<PAGE>

Russian Patent Application No. 96118279
-        Filed on 13 September 1996
-        Granted on 27 July 1999
-        Patent No. 2144936

U.S. Patent Application No. 08/693,299
-        Filed on 16 August 1996
-        Granted on 30 September 1997
-        Patent No. 5,671,804

                                       19
<PAGE>

                             Schedule B to Agreement

                           INVESTMENT REPRESENTATIONS

Each Assignor hereby represents and warrants as follows:

1.       as of the date hereof it is:
1.1      a  natural  person  whose  individual  net  worth,  or joint  net worth
         together with such person's spouse,  exceeds  $1,000,000 at the time of
         purchase;
1.2      a natural person with  individual  income in excess of $200,000 in each
         of the two most recent years or joint income with such person's  spouse
         in  excess  of  $300,000  in  each  such  year  and  with a  reasonable
         expectation of reaching the same level of income in the current year;
1.3      an  employee  benefit  plan with total  assets in excess of  $5,000,000
         which is established or maintained by a state, political subdivision or
         their agencies or instrumentalities;
1.4      an  organisation  as  described  in Section  501(C) (3) of the Internal
         Revenue Code, corporation,  Massachusetts or similar business trust, or
         partnership,  not formed for the  specific  purpose  of  acquiring  the
         Consideration Stock, with total assets in excess of $5,000,000;
1.5      a trust  with  assets in  excess  of  $5,000,000,  not  formed  for the
         specific purpose of acquiring the Consideration  Stock,  whose purchase
         is  directed  by a person  who has such  knowledge  and  experience  in
         financial  and business  matters that he is capable of  evaluating  the
         merits and risks of an investment in the Consideration Stock; or
1.6      an  entity in which all of the  equity  owners  meet one or more of the
         above criteria.

2.       it is acquiring the Consideration  Stock for investment  purposes only,
         solely  for its own  account  and not with a view to, or for  resale in
         connection  with,  the  distribution  or other  disposition  thereof in
         violation of any federal or state securities laws;
3.       it's knowledge and experience in financial and business matters is such
         that it is capable of evaluating the merits and risks of its investment
         in the Consideration Stock, and has made its own independent  valuation
         with respect to the value of the Consideration Stock;
4.       it understands that the Consideration Stock is a speculative investment
         which involves a high degree of risk of loss of the investment therein,
         its financial situation is such that it can afford to bear the economic
         risk of holding the Consideration Stock acquired by it hereunder for an
         indefinite  period of time, it has adequate means for providing for its
         current needs and  contingencies  and can afford to suffer the complete
         loss of the investment in the Consideration Stock;
5.       it and it's  representatives,  including its financial,  tax, legal and
         other advisers, have carefully reviewed all documents furnished to them
         in connection  with the  investment  in the  Consideration  Stock,  and
         understand and have taken cognisance of all the risk factors related to
         such investment, and no representations or warranties have been made to
         it or it's  representatives  concerning  such  investment  or OPC,  its
         prospects or other matters;
6.       it and its  representatives  have been given the opportunity to examine
         all documents and to ask questions of, and to receive answers from, OPC
         and its  representatives  concerning  the terms and  conditions  of the
         acquisition of the  Consideration  Stock and the business of OPC and to
         obtain any additional  information which it or its representatives deem
         necessary  to verify  the  accuracy  of the  information  that has been
         provided to it in order for it to  evaluate  the merits and risk of the
         investment in the Consideration Stock;


                                       20
<PAGE>

7.       it  understands  that no federal  agency  (including the Securities and
         Exchange  Commission),  state agency or foreign agency has made or will
         make any finding or  determination  as to the fairness of an investment
         in the Consideration Stock (including as to the purchase price); and
8.       it is not a US Person (as  defined in the  Securities  Act of 1933,  as
         amended (the "Securities Act")).
9.       it understands that the offer and sale of the Consideration  Stock have
         not been registered under the Securities Act, by virtue of Section 4(2)
         of the Securities Act, or under the securities laws of any state of the
         United States or of any foreign jurisdiction;
10.      it  understands  that no  resales  of the  Consideration  Stock  may be
         effected  unless the resale of such  Consideration  Stock is registered
         under the Securities Act or an exemption therefrom is available and all
         applicable state and foreign securities laws are complied with;
         the certificates  representing the  Consideration  Stock acquired by it
         hereunder:

THE COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR ANY OTHER  SECURITIES  LAWS.  SUCH
CONSIDERATION STOCK MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION  FROM SAID ACT OR SUCH OTHER LAWS
AND, IF  REQUESTED BY THE ISSUER,  AN OPINION OF COUNSEL  SELECTED BY THE HOLDER
AND  REASONABLY  SATISFACTORY  TO  THE  ISSUER  THAT  SUCH  REGISTRATION  IS NOT
REQUIRED, OR IS EXEMPT FROM SAID ACT OR SUCH OTHER LAWS.

12.      it understands that a notation shall be made in the appropriate records
         of  OPC,   indicating  that  the  Consideration  Stock  is  subject  to
         restrictions  on transfer and  appropriate  stop-transfer  instructions
         will be issued to the  securities  transfer  agent with  respect to the
         Consideration Stock.