Exhibit 10.31

                          PROPRIETARY AND CONFIDENTIAL
                        AGREEMENT FOR CONSULTANT SERVICES


This  Agreement is made  effective  as of February 7, 2002  between  Ocean Power
Corporation,  5000 Robert J. Mathews Parkway, El Dorado Hills, California 95762,
hereinafter  referred to as "OPC," and Jeffrey P. Nash,  hereinafter referred to
as "Consultant."

The parties agree as follows:

1.   Consulting  services  on  behalf  of OPC shall be for a period of three (3)
     years.  During  the  term of this  Agreement,  Consultant  agrees  to being
     retained by OPC to provide the services  described in Exhibit A,  attached.
     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 upon mutual
     agreement 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 compensation as described in Exhibit B, attached.

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.

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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 arising out of information or claims
     directly  provided  by  OPC or  approved  by  OPC,  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 interest of OPC.

7.   It  is  expected,   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, are part of the Consultant's work under this Agreement.

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 New York.

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.

11.  The term of this Agreement shall end on February 6, 2005 unless extended 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:  /s/ Joseph P. Maceda                 By:  /s/  Jeffrey  P.  Nash
   ---------------------------------         ---------------------------
     Joseph P. Maceda, President               Jeffrey P. Nash

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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:

     1)   Consultant  will assist in  preparing  material  for the Company to be
          used in its fund raising and business development activities.

     2)   Consultant will introduce Company to potential  strategic partners and
          investors.  If  relationships  are  consummated  as a result  of these
          introductions  Consultant will receive  additional  mutually agreeable
          compensation on a case by case basis.

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                             EXHIBIT B- COMPENSATION


Consultant shall be compensated as follows:


      One Hundred Thousand (100,000) Transferable Options.

      Options shall be  exercisable  for a three (3) year term,  with piggy back
      right of registration, at a purchase price of $1.10.