SHARE PURCHASE AGREEMENT

                                     Between

Svein Hestevik,  Hafslund Invest AS, Statens Naerings og  Ditriktsutviklingsfond
(SND),  A.  Wilhelmsen  AS, Silent Clean Power i Lund AB, Vesta  Forsikring  AS,
Vesta Liv AS,  Atlantis Vest AS, Kjetil  S0rensen,  H0egh Invest AS, B. Friele &
S0nner,  Placentia  AS,  Erling  Thuland,  Marina AS, Johan  Fredrik  Kroepelin,
Nirweco AS, Dag Arvid Hansen, Hilde D. Nilssen,  Safari Fantoft AS, Margit Eide,
Bergen Eiendomspartner AS.

  (the "Shareholders" of SIGMA Elektroteknisk AS registration no. 970 996 842
                              (the"Corporation"))

                                       And

                             Ocean Power Corporation

                                 ("Ocean Power")

Whereas:

A.       The  Corporation  is  active  in the  field  of  trade,  manufacturing,
         especially the  development  and  manufacturing  of the Stirling Energy
         Converter, and everything connected to this, including subscription for
         shares or otherwise to make  themselves  interested in other  companies
         (hereinafter "the Business") and

B.       The  Corporation,  as of the date of this  Agreement,  has a registered
         capital stock of 3,663,327 shares of NOK 1 par value common stock, and

C.       The Shareholders wish to offer for sale to Ocean Power 3,663,327 shares
         in the Corporation, which is all of the shares in the Corporation, and

D.       Ocean Power  desires to purchase all of such shares,  on the  condition
         that such purchased  shares  represent an aggregate equity stake in the
         Corporation  of 100 %,  upon the terms and  subject  to the  conditions
         hereinafter set forth and

E.       Ocean Power's present intent is to pursue the listing of its stock on a
         public exchange;


NOW, THEREFORE, the parties hereto have on this 25th day of July, 2000, made and
entered into this agreement (the  "Agreement"),  in  consideration of the mutual
covenants and agreements as follows:

                                        1

<PAGE>

1.       TRANSFER OF ALL EXISTING AND OUTSTANDING SHARES

1.1      General

Subject to the terms and conditions  hereinafter set forth, the Shareholders and
the Corporation  shall take all measures needed in order to place Ocean Power in
the  position  as holder of 100% of the share  capital  and voting  stock of the
Corporation.  The shares shall be acquired by Ocean Power by purchasing existing
and outstanding  shares of the  Corporation.  The total price to be paid for the
shares to be acquired by Ocean Power shall amount to USD 5,500,000.

1.2.     Sale and purchase of all shares (existing and outstanding)

The  Shareholders  shall offer a total of  3,663,327  shares which is all of the
existing and outstanding  shares of the  Corporation,  to Ocean Power at a total
aggregate purchase price of USD 5,500,000 (five million five hundred thousand US
dollars),  which equals a price of USD 1.501367472  per share.  The purchase and
sale of such 3,663,327  existing and outstanding  shares (the "Acquired Shares")
shall take place on July 24, 2000 (the  Completion  Date) or other such mutually
agreeable date, and the Shareholders shall immediately  thereafter register such
share transfer in the Norwegian  Register of Securities and issue a notification
to Ocean Power in evidence  of its  registration  of Ocean Power as new owner of
the Acquired  Shares,  cf. the Norwegian  Private limited  Companies act section
4-4, cf. the Norwegian Public limited Companies Act section 4-7.

The  Acquired  Shares  shall be paid by Ocean Power with  Common  Stock of Ocean
Power at the agreed value of USD 3.20 per share,  presumed no fractional  shares
shall be issued.  The Ocean Power shares shall be issued to the  Shareholders on
the Completion Date and Ocean Power shall immediately  thereafter  register such
share  transfer  in  its  shareholders'   register  (or  similar)  and  issue  a
notification  to  the  Shareholders  in  evidence  of  its  registration  of the
Shareholders as owners of the issued shares.

1.3      Legend for Ocean Power Stock Certificate

Each  of  the  Ocean  Power  Common  Stock  issued  to the  Shareholders  on the
Completion Date or other such mutually  agreeable date, shall bear the following
legend:

This common stock has not been  registered  under the  Securities Act of 1933 of
the United States of America,  has been sold in reliance upon Regulation S (Rule
901 through Rule 905 and preliminary notes, Attachment 1) promulgated under said
Act and shall be  transferred  only,  and the  issuer is  required  to refuse to
register  any  transfer of the common  stock not made,  in  accordance  with the
requirements  of said  Regulation,  pursuant to  registration  under said Act or
pursuant to an exemption from the  registration  requirements  of said Act. This
common stock shall not be offered or sold in the United  States of America,  its
territories  and  possessions,  or  to  a  "U.S.  Person"  as  defined  in  said
Regulation,  during the  "restricted  period" of one year from the issue date of
the common stock.  Hedging  transactions  involving these  securities may not be
conducted unless in compliance with said Act.

1.4      The Shareholders

The amount of shares on each  shareholder  to be sold and the payment  addresses
are:

                                        2

<PAGE>

1.

Svein Hestevik to sell 654,100  shares at a price of USD  1.501367472 at a total
price of USD 982,045,  and a total of 306,889 shares in Ocean Power to be issued
to Svein Hestevik

1550 H0LEN
NORWAY

2.

Hafslund  Invest AS to sell 892,667  shares at a price of USD  1.501367472  at a
total price of USD 1,340,221, and a total of 418,819 shares in Ocean Power to be
issued to Hafslund Invest AS Postboks 363 Skoyen 0212 OSLO NORWAY

3. SND to sell 639,983 shares at a price of USD  1.501367472 at a total price of
USD  960,850,  and a total of  300,265  shares  in Ocean  Power to be  issued to
Statens Naerings- og Distriktutviklingsfond Postboks 448 Sentrum

0104 OSLO

4.

A. Wilhelmsen AS to sell 200,000 shares at a price of USD 1.501367472 to a total
price of USD 300,274,  and a total of 93,835  shares in Ocean Power to be issued
to
Wilhelmsen AS
Postboks 1583 Vika

0118 OSLO

5.

Silent  Clean  Power  i  Lund  AB to  sell  197,594  shares  at a  price  of USD
1.501367472  at a total price of USD  296,661,  and a total of 92,707  shares in
Ocean  Power to be issued to Silent  Clean Power i Lund AB V/Curt  Schroder  Box
4055 S-220 00 LUND SWEDEN

6.

Vesta  Forsikring AS to sell 254,000  shares at a price of USD  1.501367472 at a
total price of USD 381,347,  and a total of 119,171  shares in Ocean Power to be
issued to Vesta  Forsikring AS  V/Fondsavd.(Internpost  332) Att:  Lisbeth Milde
5020 BERGEN NORWAY

                                        3

<PAGE>

7.

Vesta Liv AS to sell  194,000  shares at a price of USD  1.501367472  at a total
price of USD 291,265,  and a total of 91,020  shares in Ocean Power to be issued
to

Vesta Liv AS
C/oVesta Forsikring AS
Fondsavd/Internpost
5020 BERGEN

8.

Atlantis Vest AS to sell 202,000 shares at a price of USD 1.501367472 at a total
price of USD 303,276,  and a total of 94,774  shares in Ocean Power to be issued
to

Atlantis Vest AS
Postboks 985
5808 BERGEN

9.

Kjetil  S0rensen to sell 121,500 shares at a price of USD 1.501367472 at a total
price of USD 182,416,  and a total of 57,005  shares in Ocean Power to be issued
to Kjetil S0rensen

Nydalen 5
5231 PARADIS
NORWAY

10.

H0egh Invest AS to sell 40,000 shares at a price of USD  1.501367472  at a total
price of USD 60,055,  and a total of 18,767shares in Ocean Power to be issued to
Hoegh Invest AS Postboks 2416 SOLLI 0201 OSLO NORWAY

11.

B.  Friele & S0nner to sell  33,483  shares at a price of USD  1.501367472  at a
total of USD 50,270, and a total of 15,709 shares in Ocean Power to be issued to
Friele & S0nner
V/B0rge Meidell
Midtunhaugen 6
5224 NESTTUN
NORWAY

12.

Placentia AS to sell 71,000 shares at a price of USD  1.501367472  at a total of
USD  106,597,  and a total of  33,312  shares  in Ocean  Power to be  issued  to
Placentia AS V/Stein Bendixen August Cappelens gt 0360 OSLO NORWAY

                                        4

<PAGE>

13.

Erling  Thueland to sell 41,000 shares at a price of USD  1.501367472 at a total
of USD  61,556,  and a total of  19,236  shares  in Ocean  Power to be issued to
Erling Thueland

Brattlien 24
5019 BERGEN
NORWAY

14.

Marina AS to sell 10,000 shares at a price of USD  1.501367472 at a total of USD
15,013,  and a total of 4,692  shares  in Ocean  Power to be issued to Marina AS
V/Per Johannesen Farvikvn 9 5124 ULSET NORWAY

15.

Johan Fredrik Kroepelin to sell 13,000 shares at a price of USD 1.501367472 at a
total of USD 19,518,  and a total of 6,099 shares in Ocean Power to be issued to
Johan Fredrik Kroepelin

Ekornveien 16
5236 RADAL
NORWAY

16.

Nirweco AS to sell  24,000  shares at a price of USD  1.501367472  at a total of
USD36,033,  and a total of 11,260  shares in Ocean Power to be issued to Nirweco
AS Kipeasen 17 5114 TERTNES NORWAY

17.

Dag Arvid Hansen to sell 17,000 shares at a price of USD  1.501367472 at a total
of USD  25,523,  and a total of 7,976  shares in Ocean Power to be issued to Dag
Arvid Hansen

Nansens v 34
5063 BERGEN
NORWAY

18.

Hilde D. Nilssen to sell 16,000 shares at a price of USD  1.501367472 at a total
of USD 24,022,  and a total of  7,507shares in Ocean Power to be issued to Hilde
Nilssen Kirsten Flagstads vei 34b

5146 FYLLINGSDALEN
NORWAY

                                        5

<PAGE>

19.

Safari Fantoft AS to sell 10,000 shares at a price of USD 1.501367472 at a total
of USD 15,013, and a total of 4,692 shares in Ocean Power to be issued to Safari
Fantoft AS V/Endre Olav Pedersen Fantoftvn. 16 5072 BERGEN NORWAY

20.

Margit Eide to sell 7,000 shares at a price of USD 1.501367472 at a total of USD
10,510, and a total of 3,284 shares in Ocean Power to be issued to Margit Eide

S0re van derWeldesv 25
5232 PARADIS
NORWAY

21.

Bergen Eiendomspartner AS to sell 25,000 shares at a price of USD 1.501367472 at
a total of USD 37,534,  and a total of 11,729 shares in Ocean Power to be issued
to

Bergen Eiendomspartner AS
V/WN- Gruppen

Kalfarveien 76
5018 BERGEN
NORWAY

All  Shareholders  undertake to waive any existing  pre-emption  rights or first
rights of refusal on outstanding shares,  granted and applicable pursuant to the
Corporation's by-laws (articles of association) or otherwise, in order to fulfil
the transactions set out above.

2.       TRANSFER OF WORKING CAPITAL

Ocean  Power  will  transfer  initial  working  capital  of USD  500.000  to the
Corporation  within thirty days  following the closing of the Agreement i.e. the
Completion Date.  Additional  working capital and timing of this will be related
to mutually agreeable milestones,  and schedule.  These milestones will be taken
from SIGMA's  existing  business plan  represented in the document  "Information
Memorandum", with a compressed schedule of 18 months.

3.       CONDITIONS PRECEDENT

The  completion of this  agreement by Ocean Power is subject to and  conditional
upon the waiver by Ocean Power or satisfaction of:

(i)      insofar as the  transfer of the shares  requires  the approval of third
         persons, such approval having been granted;

                                        6

<PAGE>

(ii)     Mr Svein  Hestevik has agreed to stay with the Business for a period of
         three (3) years.

(iii)    that all employees in the Corporation has agreed to the  implementation
         of  competition  clauses in their  employment  agreements and that such
         implementation  has  been  duly  executed  and  documented  within  the
         Completion Date;

(iv)     that all  emissions  prior to the closing of the  Agreement  equal to a
         share capital in the  Corporation  at a total amount of NOK  3,663,327,
         are  accordingly  registered  in the  Norwegian  Register  of  Business
         Enterprises  and that this is duly  documented  within  the  Completion
         Date;

(v)      that all members of the Board of Directors are  accordingly  registered
         in the Norwegian Register of Business Enterprises and that this is duly
         documented within the Completion Date;

(vi)     that  the  Board of  Directors  has not  issued  share  options  to the
         employees in the Corporation  prior to the  unrestricted  possession of
         the Acquired shares by Ocean Power in consistence  with this Agreement,
         and in any event not without the prior consent of Ocean Power;

(vii)    that all natural persons,  firms and corporations (except the Norwegian
         Company  Statoil) who possesses share options in the Corporation , have
         waived these options in a written statement within the Completion Date;

(viii)   that Mr  Trond  0verland,  Chairman  of the  Board of  Directors,  in a
         written  statement  presented within the Completion Date,  withdraws as
         member of the Board of Directors at the first  General  Assembly  after
         the completed transaction of the shares

4.       REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each of the Shareholders mentioned in section 1.4 number 1 to 8, hereby warrants
and represents:

4.1      Organisation and Standing

         The Corporation is a corporation  duly organised,  validly existing and
         in good standing  under  Norwegian law and has the corporate  power and
         authority to carry on its business as it is now being conducted.

         The  execution,  delivery  and  performance  of this  Agreement  by the
         Corporation has been duly authorized by all necessary  corporate action
         of  the  Corporation,  including  but  not  limited  to  all  requisite
         shareholder's approvals.

         The  Shareholders  warrants that the amount of 3,663,327  shares is the
         total amount of existing and outstanding shares in the Corporation.

                                        7

<PAGE>

4.2      Restrictions on stock

         The  Shareholders  are not a party to any  agreement,  written or oral,
         creating  rights in  respect  to the  Corporation's  Stock in any third
         person or relating to the voting of the Corporation's Stock

         There  are  no  existing  warrants,  options,  agreements,   redemption
         agreements, restrictions of any nature, calls or rights to subscribe of
         any character  relating to the Corporation's  Stock, nor any securities
         convertible  into such Stock  (except the right the  Norwegian  Company
         Statoil  has to  convert  a grant to shares  in the  Corpoartion).  The
         shareholders  especially warrants that the proxy to issue share options
         to employees in the  Corporation has not been utilized and that it will
         not be utilized  prior to the  election of a new Board of  Directors by
         Ocean Power after the Completion Date.

4.3      Bankruptcy

         Neither  bankruptcy nor judicial  composition  procedures  according to
         Norwegian  or any other laws have been  applied for or have been opened
         with regard to the Corporation,  the Business,  the Purchased Assets or
         any other of the Corporation's properties.  The Corporation is not in a
         winding-up  arrangement  or in a  situation  which  could  lead  to its
         liquidation  and no resolution  has been passed by its  shareholder  to
         wind-up the Corporation.

 4.4     No Conflicts

         The execution,  delivery and  performance by the  Shareholders  of this
         Agreement and the consummation of the transactions  contemplate  herein
         does not (a)  conflict  with or result in a breach of any of the terms,
         provisions or conditions of any  contract,  corporate  document,  note,
         lease,  agreement,  judgement,  declaration,  order, decree, license or
         other instrument or obligation to which to the best of the knowledge of
         the  Shareholders  the Shareholders or the Corporation is a party or is
         bound or (b) violates the laws of Norway.

4.5      Approvals and Consents

         The  according  to the  Norwegian  limited  Company  Act  section  4-15
         necessary  approval  from the Board of Directors to the transfer of all
         the shares, is given.

         No approval,  consent or  authorization  of any natural  person,  firm,
         corporation,  court or governmental  authority which has not heretofore
         been  obtained  is to the  best of the  knowledge  of the  Shareholders
         necessary  for the  execution or delivery of this  Agreement or for the
         performance  by the  Shareholders  of any of the  terms  or  conditions
         hereof.

4.6      Litigation

         There is to the best of the  knowledge  of the  Shareholders  no claim,
         action  proceeding or investigation  pending or threatened  against the
         Corporation  before  any  court or  governmental  agency  (or any basis
         therefore  known  to  the  Shareholders),  that  might  result,  either
         individually  or in the  aggregate,  in any  material  effect  for  the
         Business or in any material  liability on the part of Ocean Power.  Any
         claim which might result in a material adverse effect for the Business,
         may after prior written  consent by the Corporation be settled by Ocean
         Power on the costs of the Shareholders.

                                        8

<PAGE>

4.7      Financial Information

         The  Corporation has delivered to Ocean Power a financial due diligence
         report by Ernst & Young for the years 1997 , 1998 and an audited annual
         account  for 1999  (hereinafter:  the  "Annual  Accounts"  ) The Annual
         Accounts  have  been  prepared  on  the  basis  of  generally  accepted
         accounting  principles  under  Norwegian  law  applied on a  consistent
         basis.  These  accounts  are  correct  in  all  material  respects  and
         accurately   set  out  and  describe  the   capitalization,   financial
         condition,   operating  results,   income  and  sources  and  financial
         obligations  of the  Business  as of the  dates  and  for  the  periods
         indicated therein and have been prepared in accordance with the laws of
         Norway.

4.8      Accounts

         The  Corporation  keeps its accounts  regularly and in conformity  with
         Norwegian law. All financial and operational  books and other materials
         related to the  operation of the  Corporation  since its  inception are
         located at the business premises of the Corporation.

4.9      Liabilities and other Obligations

         The Corporation  has no liabilities  absolute,  accrued,  contingent or
         otherwise  (individually  or in the aggregate)  which  according to the
         general accepted  accounting  principles under Norwegian law would need
         to be listed  in the  Annual  Accounts  other  than such  listed in the
         Annual Accounts.

4.10     Proprietary Rights

         The Corporation owns and has good marketable title to, or has in effect
         licenses to all Intellectual  Property. The Corporation has not granted
         to third parties (including any of its affiliated parties) the right to
         use  proprietary or  intellectual  property rights used or necessary in
         the conduct of the Business.  The Corporation is not infringing upon or
         otherwise  acting adversely to the right claimed of any person under or
         with  respect  to any of the  foregoing  and  there is no basis for any
         claim by any third  party  that the  Corporation  is so  infringing  or
         acting. No employee or contractor to the Corporation is infringing upon
         or  otherwise  acting  adversely  to the right or claimed  right of any
         persons under or with respect to any of the foregoing.

4.11     Taxation

         All taxation  payable with respect to, or resulting  from the operation
         or ownership of the Business, including but not limited to income taxes
         of any kind,  taxes withheld from  employee's  wages,  social  security
         taxes,  value added  taxes,  land,  building  and other  similar  taxes
         (including any interest, penalty or fine in connection therewith) which
         is due,  payable or allocable to the period ending as of the Completion
         Date,  and all prior  periods,  shall  have been or will be paid by the
         Corporation  and the  Shareholders  shall be responsible for the timely
         filing of all returns,  reports or other documents  required by any tax
         authority claiming jurisdiction with respect to any such taxation.

4.12     Employees

         All employees and contractors of the Corporation  have been compensated
         for services  performed for the  Corporation.  The Corporation does not
         maintain  or  contribute  except as required  by  Norwegian  law to any
         employee benefit plan including but not limited to medical  disability,
         unemployment and retirement benefits,  nor is the Corporation obligated
         to contribute to, accrue or pay benefits under any benefit plans or any
         other deferred compensation or retirement funding arrangement except as
         required by Norwegian law.

                                        9

<PAGE>

4.13     Environmental Damage

         The  Corporation is in full  compliance  with all laws and  regulations
         pertaining to the environment;  the properties owned or occupied by the
         Corporation  are to the best of the knowledge of the  Shareholders  not
         affected  by  any  order  or  notice  of   proceedings   involving  any
         governmental or local authority  regarding the  contamination  of those
         properties and there are nowhere on the properties any deposits,  dumps
         or tanks of toxic or other  poisonous,  dangerous  or  noxious  wastes,
         fluids,  solvents,  chemicals  or  fuels  or  any  other  environmental
         pollution of whatever nature.

4.14     Disclosures

         Neither  this  Agreement,  nor  any  agreement,   documents,  or  other
         information  referred to in this  Agreement or furnished to Ocean Power
         or its legal or financial  advisors pursuant to this Agreement contains
         any  untrue  statement  of  a  material  fact  necessary  to  make  the
         statements  contained  therein  not  misleading.  There are no facts or
         circumstances  known to the Shareholders  which could reasonably result
         in  any  material  adverse  change  in  the  condition,   financial  or
         otherwise,  business or  prospects  of the  Corporation  or  materially
         adversely affect any of the assets of the Corporation.

4.15     Character of representations, warranties

         The  Shareholders  hereby  confirms  that Ocean Power is relying on the
         accuracy of each of the  representations  and  warranties  specified in
         this Agreement.  Each of the representations  and warranties  hereunder
         shall be separate and independent.

5.       REPRESENTATION AND WARRANTIES BY OCEAN POWER

The  execution,  delivery and  performance  of this Agreement by Ocean Power has
been duly authorised by all necessary corporate action of Ocean Power.

6.       REMEDIES

If and to the extent that any  representation or warranty of the Shareholders is
untrue,  they shall put Ocean Power in a position as if such  representation  or
warranty   were  true,   by,  at  Ocean  Power's   option,   either  making  the
representation,  warranty or guarantee  true or by paying  damages in cash.  The
Shareholders  responsibility to pay damages,  may at the Shareholders  option be
fulfilled by returning the Ocean Power shares issued to the  Shareholders on the
Completion Date or other such mutually agreeable date at a value of USD 3.20 per
share.

The  Shareholders  shall hold Ocean Power  harmless from and against any and all
claims,  damages,  penalties,  costs  or  other  charges  (including  reasonable
attorney's  fees and expenses) which Ocean Power may sustain and which (i) arise
out  or  exist  in  connection  with  any  breach  by  the  Shareholders  of the
representations,  warranties or other  obligations of the Shareholders set forth
in or arising out of this Agreement and (ii) are caused by any acts or omissions
of the  Shareholders.  Claims  of  Ocean  Power  resulting  from the  breach  of
representations  and  warranties  shall  be time  barred  12  months  after  the
Completion Date.

                                       10

<PAGE>

The maximum amount that Ocean Power may recover from the Shareholders under this
agreement shall be limited to USD 5,500,000.

No claim under Section 4 may be made on facts or circumstances which Ocean Power
or its advisors knew as a result of access to documents, information relevant to
the Business or otherwise  available to Ocean Power or its advisers prior to the
Completion Date. A table of content regarding  documents received by Ocean Power
from the Corporation  during the due diligence process is enclosed as Attachment
2.

7.       COSTS AND EXPENSES

Except as expressly  otherwise  provided  herein each of the Parties  shall bear
their own costs and expenses  incurred in connection with this agreement and the
transactions  contemplated  herein,  whether or not such  transactions  shall be
consummated,  including without limitation, all fees of its counsel, accountants
and other consultants.

8.       ENTIRE AGREEMENT

This  agreement   constitutes  the  entire  understanding  of  the  Parties  and
supersedes  all  prior  agreements,  covenants,  arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of the Parties.

This  Agreement  may only be  amended  by an  instrument  duly  executed  by the
Parties, No charge, termination or modification of any of the provisions of this
Agreement shall be binding on the Parties unless made in writing.

9.       GOVERNING LAW AND VENUE

This Agreement, and all transactions  contemplated hereby, shall be governed by,
construed  and  enforced in  accordance  with  Norwegian  law. The venue for any
dispute arising hereunder shall be Oslo City Court.

                                       11

<PAGE>

IN WITNESS  WHEREOF,  this Agreement has been executed by each of the individual
parties hereto on the date first above written.

/s/ Joseph P. Maceda, President               /s/
-------------------------------               --------------------------------
    for Ocean Power Corporation                  for Bergen Eiendomspartner AS




/s/ Svein Hestevik                            /s/
-------------------------------               --------------------------------
    Svein Hestevik                               for Hafslund Invest AS




/s/                                           /s/
-------------------------------               --------------------------------
    for SND                                      for A. Wilhelmsen AS



/s/                                           /s/
-------------------------------               --------------------------------
    for Silent Clean Power i Lund AB             for Vesta Forsikring AS




/s/                                           /s/
-------------------------------               --------------------------------
    for Vesta Liv AS                             for Atlantis Vest AS




/s/ Kjetil Sorensen                           /s/
-------------------------------               --------------------------------
    Kjetil Sorensen                              for Hoegh Invest AS




/s/                                           /s/
-------------------------------               --------------------------------
    for B. Friele & S0nner                       for Placentia AS




/s/ Erling Thueland                           /s/
-------------------------------               --------------------------------
    Erling Thueland                              for Marina AS



                                       12

<PAGE>

/s/ Johan Fredrik Kroepelin                   /s/
-------------------------------               --------------------------------
    Johan Fredrik Kroepelin                      for Nirweco AS




/s/ Dag Arvid Hansen                          /s/Hilde D. Nilssen
-------------------------------               --------------------------------
    Dag Arvid Hansen                             Hilde D. Nilssen




/s/                                           /s/Margit Eide
-------------------------------               --------------------------------
    for Safari Fantoft AS                        Margit Eide