Exhibit 10.33


April 15, 2002

Mr. Joseph P. Maceda
President
Ocean Power corporation
5000 Robert J. Mathews Pkwy.
El Dorado Hills, CA  95762


Re:   Engagement Letter
      -----------------

Dear Mr. Maceda:

      This   letter   agreement   (this   "Agreement")   confirms   Ocean  Power
Corporation's (the "Company") engagement of Hyperion Partners Corp. ("Hyperion")
as non-exclusive  investment banker and consultant of the Company and sets forth
the terms and  conditions  pursuant  to which  Hyperion  shall  perform  in said
capacity.

      1.   RETENTION. Subject to the terms and conditions of this Agreement, the
Company  hereby  engages  Hyperion  to  act  on  behalf  of  the  Company  as  a
non-exclusive  investment  banker,  commencing on the date hereof and continuing
for a period of 6 months hereafter (the  "Engagement").  Either party may cancel
this Agreement upon 30-calendar days written notice.

      2.   SERVICES.  During  the  Engagement  and  subject  to  the  terms  and
conditions herein,  Hyperion agrees to provide financial services to the Company
consisting of: (i) evaluating the Company's  requirements for funding growth and
expansion  of  the  Company's  operations;  (ii)  advising  the  Company  as  to
alternative modes and sources of financing;  and (iii) bringing to the attention
of  the  Company  possible  business   opportunities  and  evaluating   business
opportunities  generally,  whether  or not  Hyperion  or others  originate  such
opportunities. Hyperion agrees to devote such time, attention, and energy as may
be  necessary  to  perform  the  services   hereunder.   The  Company  expressly
acknowledges  and agrees that nothing  herein shall be  construed,  however,  to
require  Hyperion  to (i)  provide a minimum  number of hours of  service to the
Company or to limit the right of Hyperion to perform  similar  services  for the
benefit of persons or entities  other than the Company,  (ii) commit to purchase
securities of the Company or secure  financing on behalf of the Company by third
parties,  (iii) ensure that any potential investor(s)  introduced to the Company
by Hyperion will execute final agreements with the Company, or (iv) guaranty the
obligations of any  investor(s)  introduced to the Company by Hyperion under any
final agreements with such investor(s).

      3.   REMUNERATION.  For  undertaking the Engagement and for other good and
valuable  consideration,  including but not limited to, the substantial  benefit
the Company  will derive from the  ability to  announce  its  relationship  with
Hyperion, the Company agrees as follows:

           a.  PLACEMENT  FEES.  The  Company  shall  pay  to  Hyperion  a  cash
placement  fee equal to 8% of the total amount of financing  raised  ("Aggregate
Consideration")  in any Bridge Loan,  Debenture,  or placement of the  Company's
securities in connection with Hyperion's efforts hereunder.  Notwithstanding the
foregoing,  in connection  with the exercise of any investor  warrants issued in
connection  with a placement of the  securities  in connection  with  Hyperion's
efforts hereunder,  Hyperion's  placement fee shall be reduced to 4% of the cash
proceeds  and shall be paid on receipt  of such  funds  into the escrow  account
established for this purpose by the Company.

           b.  WARRANTS.  On each closing date on which Aggregate  Consideration
is paid or  becomes  payable,  the  Company  shall  issue to  Hyperion  Partners
warrants (the "Warrants") to purchase, in the aggregate, 3% of the amount of the
Aggregate  Consideration  paid to the  company  (for  example,  if a $5  million

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private placement,  150,000 warrants will be issued).  The exercise price of the
Warrants  shall equal the lower price (to any  investor(s))  at which any common
equity  of the  Company  is or  may be  sold  in  such  placement  or  upon  the
conversion,  exercise or  exchange of such  securities.  The  Warrants  shall be
exercisable  immediately  after the date of  issuance,  and shall expire 5 years
after the date of  issuance,  unless  otherwise  extended  by the  Company.  The
Warrants shall include customary anti-dilution  protection,  a cashless exercise
provision and will be  non-redeemable  and provide for  automatic  exercise upon
expiration.  The Warrants shall be transferable,  subject only to the securities
laws by the holders thereof.

           c.  TAIL  PERIOD.   The  Company  shall  and  shall  have  cause  its
affiliates  to pay  Hyperion all  compensation  described in this Section 3 with
respect to all financing at any time prior to the expiration of 1 year after the
Termination  Date (the "Tail Period") if such  candidates were identified to the
Company by  Hyperion  during the  Authorization  Period  and  Hyperion  provided
written notification to the Company of the introduction.

      4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company
hereby represents, warrants and covenants as follows:

           a.  (i)  The Company has the full right, power and authority to enter
into this Agreement and to perform all of its  obligations  hereunder,  (ii) the
Agreement has been duly  authorized and executed by and  constitutes a valid and
binding agreement of the Company enforceable in accordance with its terms, (iii)
the  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions  contemplated  hereby do not conflict with or result in a breach of
(A) the Company's  certificate of Incorporation or by-laws, or (B) any agreement
to which the  Company  is a party or by which any of its  property  or assets is
bound.

           b.  Upon  the  filing  of the  first  registration  statement  by the
Company  pursuant  to the  Securities  Act of 1933,  as amended,  following  the
Private  Placement in connection  with the proposed offer and sale of any of its
securities by it or any of its security holders, the Company shall also register
for  resale by the  holder(s)  thereof  in such  registration  statement(s)  the
unregistered Warrant Shares then issued but not yet registered for resale.

      5.   REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  HYPERION.  Hyperion
hereby represents and warrants that: (i) it has full right,  power and authority
to enter into this  Agreement and to perform all of its  obligations  hereunder,
(ii) this Agreement has been duly  authorized and executed by and  constitutes a
valid and binding  agreement  of Hyperion  enforceable  in  accordance  with its
terms,  (iii) the execution and delivery of this Agreement and the  consummation
of the  transactions  contemplated  hereby do not  conflict  with or result in a
breach of (A) Hyperion's  certificate of  incorporation  or by-laws,  or (B) any
agreement to which Hyperion is a party or by which any of its property or assets
is bound, (iv) it is and will be at the time of any sale of the Company's common
stock to the  Accredited  Investors  found by  Hyperion  and  introduced  to the
Company,  fully licensed as a broker dealer with the NASD and in those states in
which the Accredited  Investors  reside and (v) will not provide such Accredited
Investor with any information  (oral or written) other than that provided in the
materials prepared by the Company in connection with the Private Placement.

      6.   INDEPENDENT  CONTRACTOR.  Hyperion and the Company hereby acknowledge
that Hyperion is an independent  contractor.  Hyperion shall not hold itself out
as, not shall it take any  action  from which  others  might  infer that it is a
partner or agent of, or joint venture with, the Company.  In addition,  Hyperion
shall take no action, which binds, or purports to bind, the Company.

      7.   CONFIDENTIALITY.  The  Company  acknowledges  that all  opinions  and
advice,  whether oral or written, given by Hyperion to the Company in connection
with this  Agreement are intended  solely for the benefit and use of the Company
in considering  the  transactions  to which they relate,  and the Company agrees
that no person or entity other than the Company shall be entitled to make use of
or rely upon the advice of Hyperion to be given  hereunder,  and no such opinion
or advice  shall be used by the  Company  or any other  purpose  or  reproduced,
disseminated,  quoted or referred to by the Company in communications with third

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parties at any time, in any manner or for any purpose,  nor may the Company make
any public references to Hyperion or use Hyperion's name in any annual report or
any other  report or release of the Company  without  Hyperion's  prior  written
consent,  except that the  Company  may,  without  Hyperion's  further  consent,
disclose  this  Agreement  (but  not  information  provided  to the  Company  by
Hyperion) in the company's filings with the Securities and Exchange  Commission,
if such disclosure is required by law.

      8.   REIMBURSEMENT.  The Company  agrees to  reimburse  promptly  Hyperion
Partners,  upon request  from time to time,  for all  reasonable,  out-of-pocket
expenses  incurred by Hyperion  Partners  (including fees and  disbursements  of
counsel and of other consultants and advisors retained by Hyperion  Partners) in
connection with the matters  contemplated  this Agreement,  but in no event more
than $2.500. Ocean Power Corporation will pre-approve any expenses above $250.00
in writing.

      9.   NOTICES.  Except as otherwise  specifically  agreed,  all notices and
other  communications  made under this  Agreement  shall be in writing and, when
delivered in person or by facsimile transmission,  or by overnight courier shall
be deemed given on the same day if  delivered  on a business  day during  normal
business hours, or on the first day of business day following delivery in person
or by facsimile,  or overnight  courier outside normal business hours, or on the
date  indicated on the return  receipt if sent  registered  or  certified  mail,
return  receipt  requested.  All  notices  sent  hereunder  shall be sent to the
representatives  of  the  party  to  be  noticed  at  the  addresses   indicated
respectively  below, or at such other addresses as the parties to be noticed may
from time to time by like notice hereafter specify.

             If to the Company:             Mr. Joseph P. Maceda
                                            President
                                            Ocean Power Corporation
                                            5000 Robert J. Mathews Pkwy
                                            El Dorado Hills, CA  95762


             If to Hyperion:                Hyperion Partners Corp.
                                            1225 Hightower Trail
                                            Suite B-220
                                            Atlanta, GA  30350
                                            Attn:  Paul T. Mannion, Jr.
                                            (770) 992-6800 (Fax)


      10.  ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement
between the parties. It may not be changed except by agreement in writing signed
by the party  against whom  enforcement  of any waiver,  change,  discharge,  or
modification is sought.  Waiver of or failure to exercise any rights provided by
this  Agreement  in any  respect  shall not be deemed a waiver of any further or
future rights.

      11.  SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  The  representations,
warranties,  acknowledgments  and  agreements  of Hyperion and the Company shall
survive the  termination of this  agreement.  In the event that any provision of
this Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or valid, this Agreement shall continue in full force and
effect without said provision;  provided, however, that, such severability shall
be ineffective if it materially  changes the economic  benefit of this Agreement
to any party.

      12.  GOVERNING  LAW. This  Agreement  shall be construed  according to the
laws of the State of Georgia  and subject to the  jurisdiction  of the courts of
said state,  without application of the principles of conflicts of laws. Each of
the parties'  consents  exclusively to personal  jurisdiction  in Fulton County,
Georgia,  waives any objection as to  jurisdiction  or venue,  and agrees not to
assert any defense based on lack of  jurisdiction  or venue.  In any litigation,
arbitration,  or other  dispute  resolution  arising  out of or relating to this
Agreement,  the  prevailing  party  shall be  reimbursed  by the other party (as
determined by a court of competent  jurisdiction) for reasonable attorneys' fees
and/or arbitration costs.

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      13.  SUCCESSORS.  This Agreement shall be binding upon the parties,  their
successors and assigns.

      14.  EXECUTION.   This   Agreement  may  be  executed  in  any  number  of
counterparts  each of which shall be enforceable  against the parties  executing
such counterparts, and all of which together shall constitute a single document.
Except  as  otherwise  stated  herein,  in lieu  of the  original  documents,  a
facsimile  transmission or copy of the original  documents shall be as effective
and enforceable as the original.

If the foregoing correctly sets forth our understanding and agreement, please so
indicate by signing where indicated below. We look forward to working with you.


                                          HYPERION PARTNERS CORP.



                                          By:   /s/  Paul T. Mannion, Jr.
                                             -----------------------------------
                                                Paul T. Mannion, Jr., President



Agreed to and accepted this 16 day of April 2002:

Ocean Power Corporation

By:   /s/  Joseph P. Maceda
------------------------------
     Name:  Joseph P. Maceda
     Title:     Chief Executive Officer

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