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                          PROPRIETARY AND CONFIDENTIAL
                        AGREEMENT FOR CONSULTANT SERVICES


This  Agreement is made  effective  as of September 1, 2002 between  OCEAN POWER
CORPORATION,  5000 Robert J. Mathews Parkway, El Dorado Hills, California 95762,
hereinafter  referred to as "OPC", and CARL A. P. FRICKE hereinafter referred to
as "Consultant".

The parties agree as follows:

1.      Consulting  services  on behalf of OPC shall be for a minimum  period of
        three (3) months.  During the term of this Agreement,  Consultant agrees
        to being retained by OPC to provide the services described in Exhibit A.
        OPC  understands  that  Consultant is and will continue to be engaged in
        other  professional  and  financial  activities  during the term of this
        Agreement,  and due  consideration  will be given by OPC to these  other
        activities  in  making  requests  for  Consultant's  services.  Further,
        Consultant  does now and  shall  continue  to be free to  engage  in any
        activities of his choice, including the provision of consulting services
        to other  individuals,  governments  or corporate  entities,  as long as
        those other clients are not direct competitors of OPC during the term of
        this  agreement and as long as such  services do not interfere  with the
        provision of services described in Exhibit A.

        OPC recognizes that Consultant  maintains his own offices,  but may also
        require the use of OPC offices and support services.

2.      It is understood and agreed that Consultant is an independent contractor
        and shall not be considered an employee of OPC. Nothing herein contained
        shall create the  relationship  of employer and  employee,  partnership,
        principal and agent, or joint venture  between  Consultant and OPC based
        on the  nature and  demands of the  services  to be  performed  for OPC.
        Consultant  agrees  that he is not  entitled  to the rights or  benefits
        afforded  to  OPC's  employees,  including  Disability  or  Unemployment
        insurance, Worker's Compensation,  medical insurance, sick leave, or any
        other employment benefit.

3.      Consultant will receive payment in the form of and in amounts  described
        in Exhibit B.


                             Ocean Power Corporation
             5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
                         916.933.8100 o Fax 916.933.8177
                                     Page 1


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4.      Consultant  agrees that he will not disclose to unauthorized  persons or
        make public,  directly or  indirectly  at any time,  without the written
        consent of an authorized representative of OPC, any secret,  proprietary
        or confidential information of OPC its affiliates,  business associates,
        or other consultants,  including such information  developed by services
        provided under this Agreement, which may be obtained or developed during
        the time of this  Agreement.  Consultant  further  agrees  to cause  all
        notes,  drawings,  blueprints,  or  financial,   accounting  or  budget,
        documents,   projections   or  other   reproductions   of  any   secret,
        confidential or proprietary  information  prepared in the performance of
        the Agreement to be returned upon the  termination or expiration of this
        Agreement.

5.      Secret,  proprietary,  or  confidential  information  shall not  include
        information which was known to Consultant prior to such disclosure,  was
        generally  available to the public or was disclosed to the Consultant by
        a third party not affiliated with OPC.

6.      OPC will  indemnify  and save  Consultant  harmless from any damages and
        expenses which Consultant may sustain in any manner arising out of or in
        connection with  Consultant's  consulting  activities for OPC,  provided
        that  Consultant  acted in good  faith  for  purposes  which  Consultant
        reasonably believed to be in the best interests of OPC.

7.      Where acquisitions,  mergers, joint ventures,  corporate partnering,  or
        special business  arrangements may be initiated as a result of work done
        or suggestions  made by Consultant,  and if OPC requires that Consultant
        perform   special   services   related  to  such   recommendations   and
        suggestions,  a separate  arrangement  for such services,  acceptable to
        both  parties,  will be  negotiated  prior to the  commencement  of such
        services.

8.      It is understood and agreed that neither this agreement nor any interest
        therein or claim thereunder may be assigned or transferred by Consultant
        or OPC.  Consultant further agrees that he will not use the Agreement or
        the fact of its existence in any  advertising or promotional  literature
        without the prior written approval of OPC.

9.      This  Agreement  shall  be  construed,   interpreted,   and  applied  in
        accordance with the laws of the State of California.

10.     If  any   provision   of  this   Agreement  is  invalid,   illegal,   or
        unenforceable, the balance of this Agreement shall remain in effect, and
        if any provision is inapplicable to any person or circumstance, it shall
        nevertheless remain applicable to all other persons and circumstances.



                             Ocean Power Corporation
             5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
                         916.933.8100 o Fax 916.933.8177
                                     Page 2

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11.     The term of this  Agreement  shall be renewable  after the initial three
        (3) months engagement by mutual agreement in writing.



IN WITNESS  WHEREOF,  the parties have caused this instrument to be signed as of
the day and year above written.




OCEAN POWER CORPORATION                     CONSULTANT





BY: ___________________________             BY: _________________________
    Joseph P. Maceda, President                 Carl A. P. Fricke



















                             Ocean Power Corporation
             5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
                         916.933.8100 o Fax 916.933.8177
                                     Page 3

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                         EXHIBIT A - CONSULTING SERVICES

The  services to be rendered by  consultant,  which may be amended  from time to
time during the term of this agreement, shall be as follows:

        Assistance  with overall  management  of the Company,  including but not
        limited to evaluating the company's existing desalination business model
        and its  integration  with its power  systems  business,  assistance  in
        (re)developing/updating  the current business plan executive summary and
        corporate  presentations,   oversight  of  desalination  system  product
        development and production,  assist with planning and targeting  markets
        and customers,  analysis of pricing strategies,  assisting with proposal
        preparation and managing client relationships,  assistance in hiring and
        assessment of key personnel,  assisting in identifying  and  structuring
        relationships with strategic alliances and business partners, assistance
        in the execution of the Company's growth plan.







                             Ocean Power Corporation
             5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
                         916.933.8100 o Fax 916.933.8177
                                     Page 4
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                            EXHIBIT B - COMPENSATION


1.      Monthly retainer ($20,000).  No medical insurance or fringe benefits.

2.      Option to  purchase  500,000  shares of common  stock at $0.02 per share
        (today's  fair market value) fully vested at the end of the term of this
        agreement i.e. three (3) months from the date first written above.

3.      Reimbursement for reasonable travel and other business expenses incurred
        in the  performance  of  Consultant's  duties,  in  accordance  with the
        Company's general policies.

4.      For other services, if performed:  compensation,  in cash, for prospects
        Consultant  identifies and closes within 18 months after  termination of
        this  agreement  (payments for the following  services are separate from
        and in addition to the compensation described above):

        a)  Finders fee (debt) 2% with an  additional 3% percent for managing or
            closing the process if that occurs

        b)  Performance  fee  for  equity  investments  in the  Company  - 5% of
            investment  (received  by  Company  as  cash,  stock,   like-in-kind
            services or products)

        c)  Performance fee for  identifying and closing a merger,  acquisition,
            recapitalization   or   change   in   control  -  5%  of  the  total
            consideration received by the Company.

        d)  Business  Opportunity  (product,  project  or  services)  sales that
            Consultant  generates  or  are  assigned  to  Consultant  to  manage
            (excludes all work for which CIMA Ventures is  compensated)  - 3% of
            gross proceeds received by Company

        e)  If the  Company  requests  Consultant  to provide  other  additional
            services,  Consultant  will be paid fees that are  standard for that
            industry  and are agreed to in writing by both the  Company  and the
            Consultant.







                             Ocean Power Corporation
             5000 Robert J. Mathews Pkwy o El Dorado Hills, CA 95762
                         916.933.8100 o Fax 916.933.8177
                                     Page 5