TECHNOLOGY LICENSE, CONSULTING SERVICES AND
                            ASSET PURCHASE AGREEMENT


                  THIS AGREEMENT,  made on the Effective Date as defined herein,
by and  between  Science  Applications  International  Corporation  ("SAIC"),  a
Delaware  corporation having a principal place of business at 10260 Campus Point
Drive, M/S W2, San Diego, California 92121 and Ocean Power (hereinafter "OP"), a
Delaware  corporation,  having a  principal  place of business at 5000 Robert J.
Mathews Parkway, El Dorado Hills,  California 95762 (each being referred to as a
"Party" and collectively referred to as the "Parties").

                  WHEREAS,  SAIC has the right to license  certain  intellectual
property and proprietary rights to technology related to solar concentrators and
has made certain items of such technology available for licensing by OP; and

                  WHEREAS,  OP has  determined  to license the SAIC  Technology,
defined below; and

                  WHEREAS,  OP desires to obtain from SAIC,  and SAIC desires to
grant to OP on the terms and conditions contained herein,  certain non-exclusive
rights to the SAIC Technology; and

                  WHEREAS,  SAIC owns certain components,  systems and equipment
related to its business activities involving the SAIC Technology (defined herein
as "SAIC  Assets")  which it wishes  to sell to OP on the  terms and  conditions
contained herein, and OP may desire to purchase the SAIC Assets; and

                  WHEREAS,  SAIC  is  in  negotiations  to  become  party  to an
agreement  with the  University  of Nevada  Las Vegas  (UNLV)  related  to solar
concentrator systems, and OP and SAIC mutually desire that SAIC endeavor to make
available  for  assignment  to OP such  agreement  on the terms  and  conditions
contained herein; and

                  WHEREAS,  OP owns and controls rights to certain  patented and
unpatented  technology  related  to  Stirling  engines  and solar  energy  power
conversion systems; and

                  WHEREAS,  SAIC has  provided  a  non-exclusive  license to STM
Corporation  having a principal place of business at 275 Metty Drive, Ann Arbor,
Michigan 48103, and is willing to license OP on similar terms and conditions.

                  NOW, THEREFORE, the Parties agree as follows:

                                       1
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                                    Article 1

                                   Definitions

         As used in this  Agreement,  the following  terms have the meanings set
out below and as further defined elsewhere in this Agreement.

         1.1  "Affiliate"  means  any  legal  entity  (such  as  a  corporation,
partnership,  or limited  liability  company) that is controlled by a Party. For
the  purposes  of this  definition,  the term  "control"  means  (i)  beneficial
ownership  of at  least  fifty  percent  (50%)  of the  voting  securities  of a
corporation  or other  business  organization  with voting  securities or (ii) a
fifty  percent  (50%) or  greater  interest  in the net  assets or  profits of a
partnership or other business organization without voting securities.

         1.2  "Closing" and "Closing  Date" shall have the meanings set forth in
Section 9.3.

         1.3  "Confidential  Information"  shall have the  meaning  set forth in
Section 5.1.1.

         1.4 "Contract Year" shall mean any twelve-month period beginning on the
Effective Date or any anniversary of the Effective Date.

         1.5  "Cooperative  Agreement"  shall have the  meaning set forth in the
recitals.

         1.6  "Effective  Date"  of  this  Agreement  is the  date  of  complete
execution by all Parties of the signature page of this Agreement.

         1.7 "Field of Use" means solar concentrator systems for driving Engines
or PV receivers to produce electric power.

         1.8 "Gross Sales  Price"means the gross amount invoiced  (together with
any and all  other  forms of  consideration  that is  received)  for  sales of a
Licensed Product.

         1.9  "Improvements"  means  any  invention,   discovery,   improvement,
derivative know-how, technical information or other technology discovered, made,
developed, conceived and/or reduced to practice or otherwise acquired, possessed
or controlled by either Party as part of the contracted  work from Newco to SAIC
hereto,  or their  affiliates,  employees,  agents or assigns during the term of
this Agreement  applicable  within the Field of Use, which increases or enhances
the  performance,  economics or efficacy of the Licensed Product and is based on
the SAIC Energy Products  Division Patents or the SAIC Energy Products  Division
Technology Information.

         1.10 "Licensed Product(s)" means components,  sub-assemblies or systems
for concentrating solar energy incorporating SAIC Technology within the Field of
Use.

         1.11 "Minimum Royalty" shall have the meaning set forth in Section 4.2.

                                       2
<PAGE>

         1.12 "Net Selling Price" means Gross Sales Price of Licensed  Products,
less (i) reasonable  transportation  charges for Licensed Product  consisting of
freight,   packaging  expense,   shipping  expense  and  insurance  expense,  as
applicable,  paid by OP, (ii)  returns or  customary  rebates,  (iii)  customary
trade,  quantity and normal or ordinary cash  discounts  allowed or taken,  (iv)
reasonable  sales  commission,  invoice  taxes,  or  duties  levied  on sales of
Licensed  Product paid by OP, (v)  advertising and promotion  expense,  and (vi)
warranty  reserves;  provided  that  the  sum  of  deductions  specified  in the
preceding  provisions (i) through (vi) shall not reduce the Net Selling Price to
less than eighty percent (80%) of the Gross Sales Price.

         1.13 "Royalty" shall have the meaning set forth in Section 4.1and shall
apply to sales of OP to itself  for power  production  as an  independent  power
producer.

         1.14 "Royalty Term" shall have the meaning set forth in Section 3.1 and
Section 4.5.

         1.15 "SAIC Assets" shall have the meaning set forth in Section 9.1.

         1.16 "SAIC  Patents"   means  those  patents  and  patent  applications
identified   in  Exhibit  A,  and  all   continuations,   continuations-in-part,
reexaminations,  reissuances  and/or extensions thereof which are owned by SAIC,
along with any other patents and patent applications which SAIC owns originating
from SAIC's Energy Products Division.

         1.17 "SAIC   Technical   Information"    means  those  trade   secrets,
confidential information,  and know-how applicable within the Field of Use which
are  identified  in Exhibit A and are  directly  or  indirectly  relevant to the
development, manufacture, use or sale of Licensed Product.

         1.18 "SAIC  Technology"  means SAIC Energy Products  Division  Patents,
SAIC Energy Products Division Technical Information and Improvements.

         1.19 "Term" shall have the meaning set forth in Section 3.1.

         1.20 "Territory" shall mean United States and Canada.


                                    Article 2

                                 Grant of Rights
                                 ---------------

         2.1  License  Grant:  Subject  to the  terms  and  conditions  of  this
Agreement, SAIC grants to OP a non-exclusive,  royalty-bearing right and license
under the SAIC Technology to make, use, import, offer to sell, and sell Licensed
Products, and have made components and sub-assemblies only of Licensed Products,
within the Field of Use and within the  Territory.  The license  rights  granted
herein  are based  upon  OP's  demonstrated  expertise  in the Field of Use and,
therefore,  are non-assignable and  non-sublicensable by OP, except as expressly
permitted  under Section 2.5 with respect to certain  Affiliates of OP and under
Section 2.7 with respect to creation of a New Business Entity.

                                       3
<PAGE>

         2.2  Rights to Improvements: All Improvements which are made, conceived
or reduced to practice  by SAIC  Energy  Products  Division  (or its  employees,
agents, representatives or collaborators), either alone or together with others,
shall  be  the  sole  property  of  SAIC;  provided,   however,  that  any  such
Improvements  shall be  included  within  the  meaning  of the  SAIC  Technology
licensed  to OP  hereunder.  SAIC  grants  back  to OP the  same  rights  to the
enhancements  or  improvements  as  are  enumerated  in  the  Agreement  without
additional costs.

         2.3  Reserved  Rights of SAIC: This Agreement is not intended and shall
not be  construed  to in any way  restrict  SAIC's  right to engage in research,
development,  marketing,  sales,  licensing or other activities relating to SAIC
Technology  (whether or not such  activities  are within the Field of Use) or in
any other activity which is not inconsistent with this Agreement.  No rights are
transferred to OP outside of the Field of Use and SAIC reserves all rights which
are not expressly granted to OP.

         2.4  Government   Rights:   OP  acknowledges  that  the  United  States
government  possesses  certain  rights in the SAIC  Technology.  Nothing in this
Agreement will negate or qualify any rights of the United States government with
respect to SAIC  Technology,  and the license granted to OP herein is subject to
all such rights. OP acknowledges and agrees that Licensed Product leased or sold
in the United  States by OP shall be  manufactured  substantially  in the United
State.  If the United States  government is  participating  in the project,  and
there is a Use American Suppliers clause.

         2.5  Affiliates: OP represents, warrants and covenants that it will not
directly or indirectly  sublicense,  assign or in any way transfer any rights in
the Licensed Technology to any other party,  including Affiliates of OP, without
SAIC's  express  written  consent  which  shall  not be  unreasonably  withheld.
Notwithstanding  the  foregoing,  OP  may  manufacture  (or  have  manufactured)
Licensed Product anywhere in the world on the premises of an Affiliate of OP who
has the scientific,  manufacturing and other resources necessary to fulfill OP's
obligations  hereunder  (subject to compliance  with all applicable laws and the
requirements  of  Section  16.8).   The   effectiveness  of  any  sublicense  or
authorization  granted  to such  an  Affiliate  respecting  the  manufacture  of
Licensed  Product is  conditioned  upon  delivery  to SAIC of a written  license
agreement  signed  by such  Affiliate  containing  obligations  in favor of SAIC
substantially  identical  to those  stated in  Sections  2.2,  2.3 and 2.4,  and
Articles 3, 5 and 6.

         2.6 Compliance with Laws: OP represents, warrants and covenants that it
will comply with all applicable laws, rules and regulations, including all laws,
rules and regulations relating to the design, development,  manufacturing,  sale
and use of Licensed  Product,  and maintain and fulfill all relevant  regulatory
requirements applicable to the manufacture of Licensed Product.

                                       4
<PAGE>

         2.7  Creation of New Business  Entity:  It is  contemplated  that a new
business  entity may be created by OP for the purpose of developing  and selling
solar energy conversion  systems ("New Business  Entity").  Notwithstanding  any
other  provisions of this Agreement,  upon  satisfaction of the requirements set
forth  below,  all  rights and  duties of OP shall be  assignable  to such newly
created entity.  Subject to the  requirements of Section 2.5, the license herein
granted to OP shall extend to such New Business  Entity,  provided that: a) SAIC
and APS shall  receive 5% and 0.5%  interests  respectively  in the New Business
Entity;  b) a  shareholders  agreement is executed by OP, SAIC,  and APS,  which
conforms  to the terms set forth in the Term  Sheet  executed  by OP and SAIC on
January 17, 2001; and, c) substantially  all assets of OP specifically  directed
to solar energy conversion systems are transferred, sold, licensed, sublicensed,
or  leased to such  entity by OP,  and (1) such New  Business  Entity  agrees in
writing to be bound by all of the terms of the license herein granted including,
but not limited to, payment of royalties, provisions of reports and audit of the
New Business  Entity  premises;  (2) such New Business Entity shall not have the
right to  transfer  any rights to any other  party  (including  its  Affiliates)
without SAIC's prior written  consent;  (3) royalty  payments and reports on the
activities of such New Business  Entity shall be made directly by OP to SAIC, as
if such activities had been performed by OP directly; and (4) OP shall guarantee
the  performance  by any New Business  Entity of its  obligations  to SAIC.  The
license  or  assignment  to  a  New  Business   Entity  shall   immediately  and
automatically  terminate upon termination of this Agreement for any reason.  Not
withstanding  the  foregoing,  SAIC hereby waives any Rights of First Refusal it
may have to purchase up to $20,000,000.00  of the initially  authorized stock of
the New Business Entity, which may be issued or sold by such New Business Entity
for the purpose of raising initial  operating  funds.  All such stock shall come
from the 94.5% which would otherwise be issued to OP.

                                    Article 3

                                Term of Agreement
                                -----------------

         3.1  Term: This  Agreement and the license  granted  herein to OP shall
become  effective  as of the  Effective  Date  and,  unless  terminated  earlier
pursuant  to the  terms of this  Article  3,  shall  continue  until the date of
expiration  of the  last to  expire  of the  SAIC  Patents  (the  "Term").  OP's
obligation  to pay  royalties  shall  continue  until the sooner to occur of (i)
thirty (30) years after the  Effective  Date,  or (ii) the date of expiration of
the last to  expire of the SAIC  Patents  or as  provided  by  Article  4.5 (the
"Royalty Term").

         3.2  Expiration of Royalty Term:  Upon  expiration of the Royalty Term,
unless OP is then in breach of this Agreement, OP's non-exclusive license to use
the SAIC Technology will become fully paid up and royalty-free; all of the other
terms and  conditions  of the license  herein  granted  shall  continue  without
modification for the duration of the Term.

         3.3  Termination by a Party:

              3.3.1  Breach:  Each Party shall have the right to terminate  this
Agreement, effective immediately, upon written notice to the other Party, if the
other Party has failed to perform any  obligation  under this  Agreement or cure
any other  breach of this  Agreement  within  sixty  (60) days  after  receiving
written notice of such nonperformance or breach from the terminating Party.

                                       5
<PAGE>

              3.3.2  Insolvency:  A Party  may  terminate  this  Agreement  upon
written  notice to the other if (i) the other Party  files a petition  under the
United States Bankruptcy Code, as amended, or for the appointment of a receiver,
(ii) an involuntary  petition in bankruptcy is filed against the other Party and
said petition is not discharged  within thirty (30) days,  (iii) the other Party
becomes  insolvent  or  makes  a  general  assignment  for  the  benefit  of its
creditors,  or (iv) the  business  or property of the other Party comes into the
possession of its creditors or of a receiver.

              3.3.3  Failure to Fund Development or to Make Royalty Payment:SAIC
shall have the right to terminate this Agreement,  effective  immediately,  upon
written  notice  to OP,  if OP has  failed  to  fund  the  Four  Million  Dollar
($4,000,000.00)  in SAIC dish  development  in two  years or to timely  make any
Royalty or Minimum  Royalty  payment to SAIC when such  payment  becomes due and
such payment is not made within thirty (30) days of such notice.

              3.3.4  Failure to Form New  Business  Entity:  SAIC shall have the
right to terminate this Agreement or renegotiate  the royalty of this Agreement,
effective  immediately,  upon written  notice to OP, if OP has failed to deliver
equity in a new business entity to SAIC and APS.

         3.4  Effect of Termination: Expiration or termination of this Agreement
shall not affect any right of action of either Party that arises from any act or
omission prior to such termination taking effect,  including the right of either
Party to  collect  any fees then  owing or  damages  caused  by a  breach.  Upon
termination  of this  Agreement  by SAIC  pursuant  to  Section  3.3,  OP  shall
immediately  discontinue  its  use  (and  make  no  further  use) of any and all
Licensed  Technology,  and  the  license  rights  granted  herein  to  OP  shall
immediately  revert to SAIC. Within three (3) months after the effective date of
termination,  OP  shall  use  its  best  efforts  to sell  all of its  remaining
inventory of Licensed  Product in a manner and at a price  consistent  with past
practices.  Any  inventory  not sold within such period  shall be  destroyed  or
returned to SAIC, at SAIC's option.  SAIC shall purchase any inventory that SAIC
requests OP to return to SAIC at an amount  equal to OP's  direct  manufacturing
cost for such product.  Except for sales made to SAIC, OP shall pay royalties at
the rates  specified  in Section 4.1 for all sales of  inventory  made after the
effective date of termination.

         3.5  Survival  of  Obligations:   Termination  or  expiration  of  this
agreement  shall not affect any rights and  obligations of the Parties which are
intended to survive termination  including,  but without limitation,  applicable
provisions of Sections 3.4, 4.1, 4.3, 4.4, 4.5, 10.4, 16.7,  16.10, and Articles
5, 6, 12 and 14.


                                    Article 4

                                    Royalties
                                    ---------

         4.1  Running Royalties: OP will pay a running royalty ("Royalty") based
on the Net Selling  Price of any Licensed  Product sold by OP (or its  permitted
Affiliates  under  Section 2.7) during the Royalty Term in  accordance  with the
following schedule:

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<PAGE>

                  (a)      Three  percent  (3.0%) of Net  Selling  Price for all
                           sales made during the Royalty  Term,  until after the
                           cumulative  total of  Royalties  paid to SAIC exceeds
                           $100,000;

                  (b)      Two and One-Half  percent (2.5%) of Net Selling Price
                           for all sales made during the Royalty  Term after the
                           cumulative total paid to SAIC exceeds  $100,000,  and
                           until the cumulative total exceeds $500,000; and

                  (c)      Two percent (2.0%) of Net Selling Price for all sales
                           made  during  the  Royalty  Term once the  cumulative
                           total Royalty paid to SAIC exceeds $500,000.

         4.2  Minimum  Royalty  Payments: During the Royalty Term, OP shall make
the  following  minimum  royalty  payments  ("Minimum  Royalty")  on each of the
indicated due dates:

Contract Year      Minimum Royalty Amount     Due Date
-------------      ----------------------     --------
         1                     (None)         (Not applicable)
         2                  $  25,000         1st anniversary of Effective Date
         3                  $  50,000         2nd anniversary of Effective Date
         4+                 $ 100,000         3rd anniversary of Effective Date,
                                              and each subsequent anniversary of
                                              Effective Date

         4.3  Payment of Royalties: Payment of a Royalty  respecting the sale of
Licensed  Product shall be made to SAIC within thirty (30) days after the end of
the  calendar  quarter  during  which the  Licensed  Product is shipped from the
manufacturing  facility.  All such  payments  shall be  accompanied  by a report
containing  the  information  specified  in Section  6.2.  The amount of Royalty
received by SAIC during each calendar year shall be credited  toward the Minimum
Royalty due for the next Contract  Year.  The amount of (i) Royalty  received by
SAIC in excess of the  Minimum  Royalty due for a Contract  Year,  plus (ii) any
credit that carried forward to such year but was not credited toward the Minimum
Royalty due for such year, will carry forward and be credited toward the Minimum
Royalty due during the next  Contract  Year.  The amount of Royalty  received by
SAIC during a calendar  year in excess of the  Minimum  Royalty due for the next
Contract Year will carry forward and be credited against the Minimum Royalty due
for  subsequent  Contract  Years.  OP's  obligation  to make Royalty and Minimum
Royalty  payments will survive  termination  of this  Agreement  with respect to
Licensed Product sold prior to the effective date of termination.

         4.4  Payments in U.S.  Dollars:  All  Commissions,  Royalty and Minimum
Royalty  payments shall be paid in United States dollars.  Conversion of foreign
currency to United States dollars shall be made at the conversion  rate existing
in the United  States  (as  reported  in the Wall  Street  Journal)  on the last
working day of the calendar quarter to which the payment relates.  Such payments
shall be without deduction of exchange, collection, or other charges.

                                       7
<PAGE>

                                    Article 5

                                 Confidentiality
                                 ---------------

         5.1  Confidentiality:

              5.1.1  Confidential Information: "Confidential  Information" means
this Agreement and any other  confidential  or  proprietary  information or item
disclosed  or made  available  by either  Party to the  other  that is marked or
identified  as  "confidential"  or  "proprietary"  prior  to  the  time  of  its
disclosure.  In  addition,  information  which is orally  disclosed to the other
Party shall be Confidential  Information if it is identified as such at the time
of its  disclosure  and if within five (5) business  days after  disclosure  the
disclosing Party delivers to the other Party a written document  describing such
Confidential Information, referencing the place and date of such oral disclosure
and the name of the agents of the Party to whom such  disclosure  was made,  and
stating that such  information is deemed  confidential by the disclosing  Party.
The SAIC Technical  Information and all Improvements that are not the subject of
US or foreign patents shall be deemed to be Confidential Information of SAIC.

              5.1.2  Restriction  on Use and  Disclosure:  The  Party  receiving
Confidential  Information  ("Recipient")  agrees  that during the Term and for a
period of three (3) years  thereafter,  Recipient  will regard and preserve such
information  and  materials  as strictly  confidential,  and without the express
prior  written  consent  of  the  Party  disclosing   Confidential   Information
("Discloser")  will not directly or indirectly  disclose to any third person, or
use for the benefit of anyone  other than  Discloser,  any and all  Confidential
Information.  However,  Recipient may disclose  Confidential  Information to its
officers,  employees and agents who have a need to know the same who have signed
a non-disclosure  agreement or otherwise have obligations of  confidentiality to
the Recipient.  Recipient  agrees that all information,  documents,  data, other
tangible  material  pertaining to Confidential  Information and obtained from or
through  Discloser  shall remain the property of  Discloser.  Recipient  will be
responsible for any breach of this Agreement by its agents and representatives.

              5.1.3  Required   Disclosure:   If  Recipient  or  its  agents  or
representatives are required by order of a court or other governmental entity to
disclose any  Confidential  Information,  it shall  provide the  Discloser  with
prompt prior  written  notice of such  requirement  so the  Discloser may seek a
protective  order or other  appropriate  remedy and/or waive compliance with the
terms  of this  Agreement.  If such  protective  order or  other  remedy  is not
obtained,  or Discloser waives compliance with the provisions of this Agreement,
Recipient  agrees to furnish only that portion of the  Confidential  Information
which it is  advised by written  opinion of counsel is legally  required  and to
exercise best efforts to obtain  assurance that  confidential  treatment will be
afforded to the Confidential Information thus disclosed.

              5.1.4  Return of  Information:  Within  twenty (20) days after the
date of termination,  expiration or  cancellation  of this Agreement,  or at any
other time upon written request by Discloser,  Recipient will promptly return to
Discloser all Confidential Information in its possession or in the possession of
its agents and  representatives,  and will  promptly  destroy  all copies of any
analyses, compilations,  summaries,  derivations, studies or any other documents
or tangible media which contain or reflect any  Confidential  Information.  Upon
request by  Discloser,  Recipient  shall  furnish  Discloser  with a certificate
signed by an executive officer of the Recipient verifying that the same has been
done.

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<PAGE>

              5.1.5  Survival: The Parties' obligations under this Article shall
survive the termination, expiration or cancellation of this Agreement.


                                    Article 6

                          Records, Reports, and Audits
                          ----------------------------

         6.1  Records:  OP will  make and  maintain  accurate  business  records
according  to generally  accepted  accounting  principles  showing the number of
units of each Licensed Product made by or made for OP and the manufacturer,  the
quantity of Licensed Products sold by or for OP and the customer,  the number of
units  sold for each  customer,  the amount  received  from each  customer,  all
returns,  discounts,  rebates, shipping,  insurance,  taxes, trade discounts and
other  amounts that are used to compute the Net Selling  Price for each Licensed
Product,  scrap parts and parts destroyed in shipment. OP will maintain all such
records for a period of at least  three (3) years after the end of the  calendar
year in which the  Licensed  Products is sold,  and for at least three (3) years
after expiration or termination of this Agreement.

         6.2  Reports:  Within  thirty (30) days after the end of each  calendar
quarter  commencing  after the first  commercial sale in any country of Licensed
Product,  OP shall  deliver to SAIC a report of its  activities  relating to the
preceding  calendar  quarter.  Such report  shall  contain all of the  following
information:  (a) the quantity of each  Licensed  Product  manufactured  at each
facility;  (b) the quantity of each Licensed  Product sold in each country;  (c)
the  Gross  Sales  Price of each  Licensed  Product  sold in each  country;  (d)
adjustments  and  calculation of Net Selling Price for each Licensed  Product in
each country of sale;  (e) the Net Selling Price of each  Licensed  Product with
the exchange rates used for  conversion;  (f) the total royalty  payment due for
the quarter for each  Licensed  Product;  and (g) the  activities of OP directed
toward  promoting the sale and use of Licensed  Product in each  country.  If no
payment is to be made by OP for any reporting period,  the report shall so state
and the  information  set forth in item (g) shall be provided.  All such reports
shall be considered Confidential Information under this Agreement.

         6.3  Inspection:  Upon SAIC's  written  request,  and from time to time
during the term of this  Agreement  (but not more than once per calendar  year),
and for three (3) years after  expiration or termination of this  Agreement,  OP
will permit an  independent  Certified  Public  Accountant  selected by SAIC and
acceptable  to OP  (acceptance  not  to be  unreasonably  withheld,  delayed  or
conditioned),  during normal business hours, to inspect all of the records which
OP is required to maintain  pursuant to Section 6.1. The  independent  Certified
Public  Accountant  shall  report to SAIC (and  simultaneously  to OP) only such
information that relates to the accuracy of reports and payments delivered under
this  Agreement.  The Parties shall  reconcile any  underpayment  or overpayment
within thirty (30) days after the accountant  delivers the results of the audit.
In the  event  that  any  audit  performed  under  this  Article  6  reveals  an
underpayment  in excess of five  percent (5%) of the amount due for any quarter,
OP shall bear the full cost of such audit.

                                       9
<PAGE>

                                    Article 7

                         Warranties and Representations
                         ------------------------------

         7.1  By SAIC: SAIC represents and warrants that (i) it has ownership of
the SAIC  Patents  and has the right to grant  all  licensed  rights,  including
rights to SAIC Patents and SAIC Technical Information under this Agreement, (ii)
it has the right to enter into this Agreement,  (iii) it has taken all corporate
action  necessary to authorize the execution and delivery of this  Agreement and
the  performance  of its  obligations  under  this  Agreement,  and (iv)  SAIC's
performance  of its  obligations  under this  Agreement,  will not  violate  any
agreement  between SAIC and any third person.  SAIC does not warrant that OP can
manufacture  and/or sell the Licensed  Products without  infringing or otherwise
violating any other person's  patent or other  intellectual  property rights but
does represent, however, that it is unaware of such a written claim by any third
party, except as disclosed in Exhibit B.

         7.2  By OP: OP  represents  and  warrants  that (i) it has the right to
enter into this Agreement,  (ii) it has taken all corporate  action necessary to
authorize the execution and delivery of this  Agreement and the  performance  of
its obligations under this Agreement,  (iii) OP's performance of its obligations
under this  Agreement  will not violate any  agreement  between OP and any third
person,  and (iv) it will not undertake any actions that could adversely  affect
the preparation, filing, prosecution, maintenance or confidentiality of the SAIC
Technology.

         7.3  No  Additional  Representations. NOTWITHSTANDING  ANYTHING  TO THE
CONTRARY  CONTAINED IN THIS ARTICLE,  ANY OTHER PROVISION OF THIS AGREEMENT,  OR
ANY OTHER  COMMUNICATIONS  BETWEEN THE PARTIES  ORALLY OR IN WRITING,  IT IS THE
EXPLICIT INTENT OF EACH PARTY THAT SAIC IS MAKING NO  REPRESENTATION OR WARRANTY
WHATSOEVER,  EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT,
INCLUDING  BUT NOT  LIMITED TO ANY  IMPLIED  WARRANTY  OR  REPRESENTATION  AS TO
CONDITION,  MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE PROPERTIES OR ASSETS
OF SAIC LICENSED OR SOLD HEREUNDER, INCLUDING BUT NOT LIMITED TO SAIC TECHNOLOGY
AND SAIC ASSETS.  EXCEPT AS OTHERWISE  SPECIFICALLY  PROVIDED IN THIS AGREEMENT,
THE SAIC ASSETS (AS DEFINED IN SECTION  9.1) ARE BEING SOLD ON AN "AS IS,  WHERE
IS" BASIS.

                                       10
<PAGE>

                                    Article 8

                               Patent Maintenance
                               ------------------

         8.1  Rights  Reserved to SAIC:  SAIC  shall have the right to  prepare,
file,  prosecute and maintain patent  applications  and patents,  continuations,
continuations-in-part  divisions,  reissues,  additions,  renewals or extensions
thereof covering SAIC Technology in countries of its choice throughout the world
at  SAIC's  sole  cost  and  expense.  OP  agrees  to  cooperate  fully  in  the
preparation,  filing,  prosecution,  and  maintenance of all such patents.  Such
cooperation includes,  without limitation, (i) promptly executing all papers and
instruments, or requiring its employees, consultants, and agents to execute such
papers and  instruments,  as are reasonable and  appropriate;  and (ii) promptly
informing  SAIC  of  all  matters  that  may  affect  such  patents  and  patent
applications.

         8.2  United States Patents: SAIC shall have the obligation, at its sole
cost and expense,  to prepare,  file,  prosecute  and maintain  each of the SAIC
Patents in the United States.

         8.3  Patents  Outside the United States:  SAIC shall  negotiate in good
faith upon request of OP, whether to file,  prosecute  and/or  maintain a patent
application or a patent covering SAIC  Technology in those countries  designated
by OP.  Notwithstanding  such  negotiation,  SAIC shall, on request of OP, file,
prosecute  and/or  maintain  a  patent  application  or a patent  covering  SAIC
Technology  in those  countries  designated  by OP;  provided  that OP agrees in
writing to advance  all of the costs and  expenses  associated  therewith.  SAIC
shall have the right to choose patent counsel,  subject to approval by OP, which
approval will not be unreasonably withheld.


                                    Article 9

                             Asset Purchase and Sale
                             -----------------------

         9.1  Option to Purchase Certain  Equipment:  OP shall have for a period
not longer than six (6) months from the Effective Date an option to purchase the
following:

              (a) Components -Those certain  components listed in Exhibit C, the
purchase price of which shall be the price stated in Exhibit C; and

              (b) Other  Equipment - any or all of the  equipment  specified  on
Exhibit D, as amended.

Such option  shall be  exercised  by giving  SAIC  written  notice  specifically
identifying  the  components  and other  equipment to be purchased.  Such notice
shall  constitute OP's agreement to purchase the specified  components and other
equipment  at the  stated  price(s).  With  respect  to the  items of  equipment
specified  in  Exhibit  D, the  consummation  of the  purchase  and sale of such
equipment shall take place,  with respect to each item to be purchased,  on such
date that SAIC determines,  in its sole discretion,  that it no longer has a use

                                       11
<PAGE>

for such equipment (or such other date that is mutually agreed in writing by the
Parties).  The purchase price for the equipment  specified in Exhibit D shall be
its fair market value as determined by SAIC.  SAIC may at any time effective ten
(10)  days  after  written  notice  to OP either  (i)  modify  any or all of the
equipment,  prices or other  terms  that are  specified  in  Exhibit  D, or (ii)
terminate  the option  granted to OP pursuant to this Section 9.1 as it pertains
to the items in Exhibit D

         9.2  Transfer of Title to the Assets: SAIC shall sell, assign,  convey,
transfer  and deliver  the SAIC  Assets to OP on or before the  Closing  Date by
means of bills of sale, assignments,  endorsements,  certificates and such other
instruments  of transfer as shall be necessary or appropriate to vest good title
to the SAIC Assets in OP, free and clear of any liens, charges and encumbrances,
except as  otherwise  set forth in this  Agreement.  SAIC  shall use good  faith
efforts to obtain any third party consents  required in connection with the sale
of SAIC Assets to OP.

         9.3  Closing Date: The consummation  of the  transactions  contemplated
hereby  will take place at San Diego,  CA within six months of April 23, 2001 at
10:00 a.m. Pacific Standard Time, or the date of signature  execution or on such
other date and time as may be  mutually  agreed  upon by the  Parties in writing
(the  "Closing").  Unless  otherwise  agreed in writing  the date upon which the
Closing occurs is referred to herein as the "Closing Date."

         9.4  Assumed Liabilities:  Upon,  from and after the Closing  Date,  OP
shall, without any further  responsibility or liability of, or recourse to, SAIC
or any of its directors, shareholders, officers, employees, agents, consultants,
representatives,   parent  entities,  affiliates,  subsidiaries,  successors  or
assigns,  absolutely and irrevocably assume and be solely liable and responsible
for any and all  liabilities  and  obligations  of any  kind or  nature  of SAIC
(whether  fixed or  contingent,  matured or unmatured,  foreseen or  unforeseen,
known or unknown), which may arise out of any of the following after the Closing
Date and which are  attributable  to the period on or after the Closing Date, as
applicable:  (i) the  ownership,  use or  possession  or  condition  of the SAIC
Assets;  and (ii)  liability  for all federal,  state,  local and foreign  taxes
relating to the SAIC Assets.

         9.5  Retained  Liabilities:  SAIC  shall  at  all  times,  without  any
responsibility  or  liability  of, or recourse  to, OP or any of its  directors,
shareholders, officers, employees, agents, consultants,  representatives, parent
entities,  affiliates,  subsidiaries,  successors  or  assigns,  absolutely  and
irrevocably  be and  remain  solely  liable  and  responsible  for  any  and all
liabilities  and obligations of any kind or nature (whether fixed or contingent,
matured or  unmatured,  foreseen or  unforeseen,  known or unknown)  existing or
arising  from or in  connection  with SAIC's use of the SAIC Assets prior to the
date that it is delivered to OP, unless the terms hereof or of an Exhibit hereto
expressly  state that such  liability  or  obligation  shall  transfer  to OP at
another  time,  including,  but not  limited  to, the  obligations  set forth in
Article 12.

                                       12
<PAGE>

                                   Article 10

                   Assignment of Rights under the UNLV Program
                   -------------------------------------------

         10.1  Assignment:  SAIC has been  awarded  the  right  to  negotiate  a
contract  with the  University  of Nevada Las Vegas  ("UNLV")  which  concerns a
program for Solar  Dish/Stirling  Systems and is identified more particularly in
Exhibit E. OP desires  an option  for SAIC to assign and  transfer  to OP all of
SAIC's  rights and interest in the UNLV  Program  and,  subject to the terms and
conditions of this Agreement, SAIC shall endeavor to do so.

         10.2  Limited Assignment Efforts: Upon request by OP, SAIC will provide
OP all  reasonable  cooperation  and assistance in order to assign SAIC's rights
and  interest in the UNLV  Program;  provided,  however,  that SAIC shall not be
required to incur any out-of-pocket  costs. The assignment shall provide that OP
assumes (i) the role of "Seller"  under the UNLV  Program and (ii) all of SAIC's
rights, obligations and liabilities under the UNLV Program. OP acknowledges that
the UNLV  Program has not been,  and may never be awarded to SAIC and consent of
UNLV is a  condition  of any such  assignment.  SAIC  makes no  representations,
warranties  or  promises,  express  or  implied,  respecting  the UNLV  Program,
including  without  limitation,  with respect to the  negotiations of a possible
award of the UNLV Program or the possibility that it can be assigned.

         10.3  Assignment  Fee:  In the  event  that an  assignment  of the UNLV
Program to OP occurs, OP shall pay to SAIC a non-refundable fee in the amount of
$150,000, representing a portion of the marketing costs and expenses incurred by
SAIC in connection with the UNLV Program.

         10.4  Assumed  Liabilities: OP shall, in the event of assignment of the
UNLV Program,  without any further  responsibility  or liability of, or recourse
to, SAIC or any of its directors,  shareholders,  officers,  employees,  agents,
consultants,   representatives,   parent  entities,  affiliates,   subsidiaries,
successors or assigns,  absolutely and  irrevocably  assume and be solely liable
and  responsible  for any and all  liabilities  and  obligations  of any kind or
nature of SAIC (whether fixed or contingent,  matured or unmatured,  foreseen or
unforeseen,  known or  unknown),  which  may  arise out of or relate to the UNLV
Program  after the date of its  assignment  to OP. SAIC shall not be required by
this  Agreement  to perform any  services or incur any  expenses  under the UNLV
Program (either prior to or after its  assignment).  OP shall reimburse SAIC for
(i) the reasonable cost of any services  provided or expenses incured by SAIC at
the  request  of OP, and (ii) the  reasonable  cost of any  services  that OP is
required to provide  under the UNLV  Program  prior to or after its  assignment.
Payment shall be made by OP to SAIC within thirty (30) days after the receipt of
an invoice therefore.  OP shall be responsible for payment of any fees, costs or
expenses  required in  connection  with the transfer or  assignment  of the UNLV
Program to OP.

         10.5  Release:OP hereby forever irrevocably releases SAIC, its past and
present representatives,  agents, employees, attorneys, partners, affiliates and
their  respective  successors  and  assigns,  from any and all claims,  demands,
suits, cross-complaints,  causes of action, assertions, liabilities and debts of
any nature, whether known or unknown, absolute or contingent, presently existing
or hereafter  discovered,  pertaining to,  connected with are arising out of the
UNLV  Program  and/or  SAIC's  efforts and  negotiations  relating  thereto.  OP
expressly  waives and  relinquishes  any and all rights or  benefits it may have
under,  or which may be conferred  upon it by the  provisions of Section 1542 of
the California  Civil Code to the fullest extent allowed by law,  respecting the
subject matter of this release.  This Section 10.5 is not intended and shall not
be construed to release SAIC from any  liability  respecting a breach or default
of its obligations under this Agreement.

                                       13
<PAGE>

                                   Article 11

                               Consulting Services
                               -------------------

         11.1  Services: OP or the New Business Entity  (hereinafter "OP") shall
retain SAIC to provide certain  consulting  services,  including but not limited
to,  concerning  research,   development  and   commercialization  of  the  SAIC
Technology  and Licensed  Product.  The  consulting  services to be provided are
subject to mutual agreement  between SAIC and OP when scheduled.  The Consulting
Agreement  shall further  provide for a value not less than Four Million Dollars
($4,000,000.00)  over a 2 two year period  commencing on the  effective  date of
this  Agreement.  SAIC and OP  agree  that any  consultation  provided  by SAIC,
whether in writing or orally,  is purely advisory and that there is no guarantee
of any  particular  result  therefrom.  Any such  consulting  services  shall be
provided by employees or  consultants  who are retained by SAIC at its sole cost
and expense.

         11.2  Payment For Services:OP agrees to pay for any consulting services
requested by OP, at SAIC's ordinary and customary  consulting  rates, as amended
from time to time by SAIC in its sole  discretion.  SAIC's  currently  effective
standard  consulting  rates  are set forth in  Exhibit  F.  Consulting  services
scheduled at OP's request  outside of normal business hours shall be provided at
the premium rates specified in Exhibit F.

         11.3  Scheduling:  Consulting  services  shall be  provided on mutually
agreed  dates and  times,  taking  into  consideration  the  location  where the
services  are to be  provided,  the  nature  of the  services,  availability  of
qualified staff and the urgency of the need. OP shall be responsible for payment
of consulting fees for services requested, unless otherwise agreed in writing.

         11.5  Payments and Expenses:  Billing  shall be by invoice  prepared by
SAIC each month.  Unless otherwise  agreed by SAIC in writing,  payment shall be
due  within  thirty  (30) days  after  the date of  invoice.  SAIC  shall not be
required  to  provide  any  services  during  any  periods  of time  while OP is
delinquent  on payments  due to SAIC under this  Agreement;  and failure to make
payments  when due shall be cause to  terminate  this  Agreement.  SAIC shall be
reimbursed by OP for all out-of-pocket  expenses that are reasonably incurred in
the performance of consulting services including, but not limited to, reasonable
travel costs, per diem, telephone, communication and other expenses.

         11.6  Independent Contractor  Status: OP and SAIC agree that SAIC shall
perform  its  consulting   services  under  this  Agreement  as  an  independent
contractor.

                                       14
<PAGE>

                                   Article 12

                                 Indemnification
                                 ---------------

         12.1  OP shall, at its expense,  indemnify,  defend and hold SAIC,  its
officers,  directors,  employees,  agents and parent  and  affiliated  entities,
harmless from and against any and all expenses,  damages, claims, suits, losses,
actions,  judgments,  liabilities and costs whatsoever (including attorney fees)
arising  out of,  or  relating  to:  (i) OP's or its  Affiliate's  breach of any
representation,  warranty or covenant contained in this Agreement;  (ii) product
liability relating to the Licensed Product, or infringement of any United States
copyright, trademark, patent, trade secret or other intellectual property of any
third party relating to any Improvement  made,  conceived or reduced to practice
by OP or  its  Affiliate.  This  provision  shall  survive  the  termination  or
expiration of this Agreement.

         12.2  SAIC shall, at its  expense,  indemnify,  defend and hold OP, its
officers,  directors,  employees,  agents and parent  and  affiliated  entities,
harmless from and against any and all expenses,  damages, claims, suits, losses,
actions,  judgments,  liabilities and costs whatsoever (including attorney fees)
arising out of, or relating to: SAIC's breach of any  representation or warranty
contained in this  Agreement.  This provision  shall survive the  termination or
expiration of this Agreement.


                                   Article 13

                               Consents/Approvals
                               ------------------

         Notwithstanding  anything herein to the contrary,  this Agreement shall
not constitute an agreement to assign any contract, rights or obligations if the
attempted  assignment  thereof,  without the  consent of a third party  thereto,
would  constitute  a  breach  of any  obligation  of  SAIC or is  otherwise  not
permitted  by the terms of any  agreement or  instrument  governing or affecting
such  contract,  rights or  obligation,  or by  applicable  law. Any transfer or
assignment to OP by SAIC of the UNLV Program and/or any of the SAIC Assets shall
be made subject to all third party consents or approvals being obtained.



                                   Article 14

                                  PCS Warranty
                                  ------------


         Not applicable.

                                       15
<PAGE>

                                   Article 15

                         Press Releases and Publications
                         -------------------------------

         The Parties agree to maintain the terms of this Agreement in confidence
during the Term and for a period of three (3) years after the Term. In the event
that either  Party  desires to publish or disclose to a third party  (other than
the financial or legal advisors of such party) (i) the terms of this  Agreement,
(ii) a description of the nature of the relationship  created by this Agreement,
or (iii) data, costs, or performance  attributes of any Licensed Products,  then
such intent will be  communicated  to the other Party,  and such  publication or
disclosure  shall be  permitted  only upon  approval of the other  Party,  which
approval shall not be unreasonably withheld, delayed or conditioned.


                                   Article 16

                                  Miscellaneous
                                  -------------

         16.1  Governing Law: The validity,  construction,  interpretation,  and
enforceability  of this Agreement will be determined and governed by the laws of
the  State of  California,  United  States  of  America  without  regard  to any
principles of conflicts of laws.

         16.2  Entire Agreement:  This Agreement  comprises the entire agreement
between  OP and SAIC and  supersedes  all  other  agreements,  oral or  written,
heretofore made with respect to the Licensed Product,  Licensed Technology,  and
the transactions contemplated by the Agreement.

         16.3  Modification:This Agreement may be amended only in writing signed
by both Parties.

         16.4  Notices: Any notice required or permitted under the terms of this
Agreement  or required by law must be in writing  and must be (a)  delivered  in
person, (b) sent by first class registered mail, or air mail, as appropriate, or
(c) sent by  overnight  air  courier,  in each case  properly  posted  and fully
prepaid to the appropriate  address set forth below. Either Party may change its
address for notice by notice to the other Party  given in  accordance  with this
Section  16.4.  Notices  will be  considered  to have been  given at the time of
actual delivery in person,  three (3) business days after deposit in the mail as
set forth  above,  or one (1) day after  delivery  to an  overnight  air courier
service.


                  If to SAIC:    SCIENCE APPLICATIONS INTERNATIONAL CORP.
                                 10260 Campus Point Drive, M/S W2
                                 San Diego, California 92121
                                 Attention: Art Goddard

                                       16
<PAGE>

                  If to OP:      OCEAN POWER CORPORATION
                                 5000 Robert J. Mathews Parkway
                                 El Dorado Hills, California 95762
                                 Attention: J. Michael Hopper


         16.5  Waiver:  No  waiver of any  right or  remedy  in  respect  of any
occurrence  or event on one  occasion  will be deemed a waiver of such  right or
remedy of such occurrence or event on any subsequent occasion.

         16.6  Relationship of Parties:Nothing contained in this Agreement shall
(i) establish a joint venture or partnership  between the Parties  hereto;  (ii)
establish an employment  relationship  between OP and any  principal,  employee,
officer,  director or other  representative of SAIC or (iii) establish an agency
relationship between OP and any principal,  employee, officer, director or other
representative of SAIC.  Neither Party shall incur any obligations for or in the
name of the other  Party,  or have the  authority  to bind or obligate the other
Party.

         16.7  Injunctive Relief: OP acknowledges and agrees that the disclosure
of  Confidential  Information and the breach of the provisions of this Agreement
may  give  rise  to  irreparable  injury  to SAIC  which  cannot  be  adequately
compensated with monetary damages,  and OP further agrees that SAIC may seek and
obtain  injunctive  relief against the breach or threatened breach of any of the
provisions of this Agreement  and/or specific  enforcement of such provisions in
addition to any other legal or equitable remedies which may be available.

         16.8  Severability:  If any  provision of this  Agreement is held to be
unenforceable for any reason, the remaining provisions will remain in full force
and effect and the  unenforceable  provision will be considered  modified to the
extent necessary to render such provision enforceable under applicable law.

         16.9  Export: OP may not export or re-export  Licensed Products or SAIC
Technology without the prior written consent of SAIC and without the appropriate
United States and foreign government licenses.

         16.10 Dispute  Resolution:  Except as provided  below,  no civil action
concerning  any dispute  under this  Agreement  shall be  instituted  before any
court, and all such disputes shall be submitted to final and binding arbitration
before the American Arbitration Association. The place for any arbitration shall
be in San Diego  County,  California,  and the laws of the  State of  California
shall govern,  and the arbitrator solely shall apply them to the  interpretation
and  construction  of this  Agreement.  Such  arbitration  shall be conducted in
accordance  with the Commercial  Rules of the American  Arbitration  Association
then in effect ("Commercial  Rules") before a single neutral arbitrator;  except
that  either  Party  may  request  an  expedited  arbitration  pursuant  to  the
Commercial  Rules.  If  possible,  the choice of  arbitrators  presented  to the
Parties shall include persons who have  experience  with license  agreements and
commercial matters. Discovery shall be allowed in arbitration in accordance with
the provisions of the California Code of Civil Procedure. Any award issued shall
be made in  accordance  with  California  law and shall include the award to the

                                       17
<PAGE>

prevailing  party of its  costs  and  expenses  (including  but not  limited  to
attorneys' fees and costs and arbitration costs and arbitrator's fees). An award
shall be final and binding and may not be appealed or reviewed,  except upon the
ground of malfeasance or fraud by the arbitrator. Judgment upon the award may be
enforced   in  any   court  of   competent   jurisdiction,   wherever   located.
Notwithstanding  the foregoing,  either Party shall have the right,  at its sole
discretion,  to seek  equitable  relief from a court of competent  jurisdiction,
without being limited in recourse to arbitration,  in the event that a breach by
the other Party of this Agreement shall result in irreparable injury to it or if
monetary  damages would be inadequate  and  impossible to calculate  adequately,
which  equitable  relief shall include (but not be limited to) the entering of a
temporary restraining order and/or a preliminary injunction.

                  IN WITNESS  WHEREOF,  the Parties have executed this Agreement
as of the Effective  Date,  and this  Agreement  will be deemed dated as of such
date.




OCEAN POWER CORPORATION                 SCIENCE APPLICATIONS
                                        INTERNATIONAL CORPORATION

By: s/___________________________       By:________________________________

Name:JOSEPH P. MACEDA                   Name:  Thomas M. Taylor
     ----------------------------
               (typed or printed)

Title:PRESIDENT                         Title: Group Contracts Director

Date:____________________________       Date:______________________________

                                       18
<PAGE>

                                    EXHIBIT A
                                 SAIC TECHNOLOGY
<TABLE>
<CAPTION>

<S>                                 <C>
1.       SAIC Patents

o        Status:  Issued
                  Country: United States
                  Inventors:        B. Butler, K. Beninga
                  Title:            Focus Control System for Stretched Membrane Mirror Modules
                  Serial No:        5,016,998
                  Date:             May 21, 1991

o        Status:  Issued
                  Country: United States
                  Inventors:        B. Butler
                  Title:            Long Life Self Renewing Solar Reflector Stack
                  Serial No:        8,393,472
                  Date:             April 24, 1995

o        Status:  SAIC Docket  96-01 Part 98-02
                  Country: United States
                  Inventors:        B. Butler
                  Title:            Self-Deploying Advance Azimuth/Elevation Drive System

                  Serial No:
                  Date:

o        Status:  SAIC Docket 96-01 Part 98-03
                  Country: United States
                  Inventors:        B. Butler
                  Title:            Advanced Face-Down Stow System
                  Serial No:
                  Date:

o        Status:  SAIC Docket 96-01 Part 98-04
                  Country: United States
                  Inventors:        B. Butler
                  Title:            Advance Low Cost High Strength High Stiffness/Radiation Reflector Drive System
                  Serial No:
                  Date:
</TABLE>

                                       19
<PAGE>

o        Status:  SAIC Docket 96-23
                  Country: United States
                  Inventors:        R. Davenport, D. Smith
                  Title:   Variable Focus Solar Concentrator Flux Modulation
                  Serial No:
                  Date:

o        Status:  SAIC Docket 98-01 (Disclosure in preparation)
                  Country: United States
                  Inventors:        A. Davenport, B. Butler
                  Title:   Advanced Optical High Flux Smoothing Device
                  Serial No:
                  Date:

o        Status:  SAIC Docket 98-05 (Disclosure in preparation)
                  Country: United States
                  Inventors:        R. Davenport, B. Butler
                  Title:            Staggered Facet Deployment
                  Serial No:
                  Date:

o        Status:  SAIC Docket 98-06 (Disclosure in preparation)
                  Country: United States
                  Inventors:        R. Davenport, B. Butler
                  Title:   Advanced Dish Control System
                  Serial No:
                  Date:

2.       SAIC Technical Information (Confidential and Proprietary)
(a)      Trade Secrets and Know-How
         --------------------------
o        Membrane welding technology
o        Membrane ring welding technology
o        Membrane tension technology
o        Glass tile application
o        Controls software and tracking equipment/methods
o        System to grid integration
o        Facet focusing devices and methods
o        Variable focus operating  methodology for power output maximization and
         electric load following (considering patent application)
o        Solar receiver aiming strategies
o        Radial support structure designs
o        Mirror facet layout and positioning

(b)      Engineering drawing packages for Phase I and Phase II 24 KW dish system
         -----------------------------------------------------------------------
         as existing as of the Effective Date hereof
         -------------------------------------------
o        Structural drawings
o        Specifications for procurement of purchase parts
o        Electrical and interface drawings
o        Control system logic and specifications
o        Electronic component specifications

                                       20
<PAGE>

(c)      Manufacturing  plant  technology as existing as of the  Effective  Date
         -----------------------------------------------------------------------
         hereof
         ------
o        Plant layout drawings
o        Unit process/operations stations and layout
o        Tooling and fixturing drawings
o        Design for manufacturability data
o        Quality control plan
o        Plant supervisors
o        Continuous improvement program to lower concentrator cost
o        Production costing and cost accounting systems

                                       21
<PAGE>

                                    EXHIBIT B

                               THIRD PARTY CLAIMS



(1)      SAIC  hereby  discloses  that it has  received  notice  of a  claim  of
         infringement  under U.S. Patent No.  4,583,520  titled  "Balanced Solar
         Concentrator  System."  Further  information  respecting  such claim is
         available from SAIC upon request.

(2)      SAIC  hereby  discloses  that  it has a  signed  non-exclusive  License
         Agreement with STM Corporation dated September 17, 1999. This agreement
         has similar terms and conditions. It is worthwhile for STM to integrate
         their Stirling engine power conversion system onto the SAIC dish.

                                       22
<PAGE>

                                    EXHIBIT C

                             TOOLING AND COMPONENTS



         1. Components. The components to be made available by SAIC for purchase
by OP and their per unit purchase  price are set forth below.  The actual number
of  each  such  component  to be  purchased  shall  be  determined  by OP in its
discretion and specified in a written order  submitted to SAIC;  provided,  that
SAIC shall not be required  to provide  more than the  estimated  number of each
such item specified  below.  The  components  shall be delivered at OP's cost on
mutually  agreed  date(s)  and  times  determined  after  the  written  order is
submitted.

----------------- -------------------------------------- ---------------------
Estimated Number  Description                            Purchase Price (Each)
----------------- -------------------------------------- ---------------------
              8   Flenders drives
----------------- -------------------------------------- ---------------------
                           Not refurbished                          $2,500.00
----------------- -------------------------------------- ---------------------
                           Refurbished                             $12,500.00
----------------- -------------------------------------- ---------------------
            66    Heliostat mirror modules
----------------- -------------------------------------- ---------------------
                           As is, thick glass                       $1,000.00
----------------- -------------------------------------- ---------------------
                           With thin glass applied                  $2,500.00
----------------- -------------------------------------- ---------------------
            22    Focus control valves and arms                       $200.00
----------------- -------------------------------------- ---------------------
             4    Complete dish structures                        $250,000.00
----------------- -------------------------------------- ---------------------

                                       23
<PAGE>

                                    EXHIBIT D

                                    EQUIPMENT


                  Item                Estimated Value
                  ----                ---------------

                  Fork Lift               $12,000

                  Man Lift                $12,000

                  Truck                   $ 7,000

                  Trailer                 $ 2,000

                                       24
<PAGE>

                                    EXHIBIT E



SAIC and Stirling  Energy  Systems  (SES) have jointly  marketed a 40 dish power
park to be built in Nevada on UNLV  property.  SAIC and SES will prepare a joint
proposal, where SAIC will provide 20 dish/engine systems and SES will produce 20
dish systems. This $12M project is expected to be awarded in November 2001.

                                       25
<PAGE>

                                    EXHIBIT F

                               CONSULTING SERVICES


--------------------------------------------------------------------------------


Exhibit F - SAIC Consulting Rates  (Time and Material)


Title:                                   SAIC Consulting Services
Customer:                                OP Corporation



                                             Standard             Premium
SAIC Labor Category                        Billing Rate         Billing Rate
----------------------------------------------------------------------------
Sr. Program Manager                         02.89                   304.33
Sr. Project Manager                         39.97                   209.95
Sr. Engineer                                14.10                   171.16
Manufacturing Supervisor                    83.60                   125.39
Fabrication/Installation Supervisor         62.57                    93.86
Project Engineer                            37.60                    56.40
Project Technician                          37.65                    56.48
Sr. Structural Engineer                     88.66                   132.98
Administrative Assistant                    49.78                    74.67


Notes:
(1) Rates  effective  from October 1, 1999 - September 30, 2000 (2) Other Direct
Costs (including travel) shall be invoiced at actual cost plus an administrative
handling charge of 18%.





--------------------------------------------------------------------------------

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