EXHIBIT 3.9

           LETTER OF INTENT DATED JANUARY 14, 2002 AMONG THE COMPANY,
   OPTIMAL POWER SYSTEMS LTD., EYEKON TECHNOLOGIES INC. AND CRAIG CLYDESDALE.




                                     - 67 -

<PAGE>



January 14, 2002


Optimal Power Systems Ltd.
Suite 404, 10216, 124 Street
Edmonton, Alberta  T5N 4A3
Canada

and to:

EYEKON Technologies Inc.
Mr. Craig Clydesdale
c/o Suite 404, 10216, 124 Street
Edmonton, Alberta  T5N 4A3


Dear Sirs:
                                LETTER OF INTENT

This letter  confirms  our intent to complete  transactions  whereby  California
Exploration  Ltd.  ("CalEx")  will acquire all of the  outstanding  shares ("OPS
Shares") of Optimal Power Systems Ltd. ("OPS") from EYEKON Technologies Inc. and
Mr.  Craig  Clydesdale  (the  "Principal  Shareholders")  in exchange for common
shares of CalEx (the "CalEx Shares").  The terms of this letter of intent are as
follows:

1.   Representations and Warranties of CalEx
     ---------------------------------------
CalEx represents and warrants to OPS and the Shareholders that:

     (a)  it has been duly continued under the laws of the Business Corporations
          Act  (Yukon),  exists  under  the  laws of the  Yukon,  and is in good
          standing  in  respect  of the  filing of annual  returns;

     (b)  it is a  reporting  issuer in British  Columbia  and  Alberta  and its
          common shares are listed for trading on the Canadian  Venture Exchange
          ("CDNX");

     (c)  its  authorized  capital  consists  of an  unlimited  number of common
          shares  without  par value of which  7,591,085  shares  are  currently
          issued and outstanding. CalEx also has outstanding options to purchase
          an aggregate of 1,085,000 common shares;

     (d)  at the date  hereof,  its cash is not less than US  $155,000,  and its
          liabilities, including accounts payable, do not exceed US $10,000;

     (e)  its  filings,   as  required  with  the  British  Columbia  Securities
          Commission, the Alberta Securities Commission and CDNX, are up to date
          and  disclose  all  material  facts  relating  to the  Company and its
          affairs; and

     (f)  it is not party to any action, suit, claim, or proceeding nor is there
          any outstanding  order, writ,  injunction,  or judgment issued against
          it.

2.   Representations and Warranties of OPS
     -------------------------------------
OPS represents and warrants to CalEx that:

     (a)  it has been duly incorporated under the laws of Alberta and is in good
          standing in respect of the filing of annual returns under the Business
          Corporations Act (Alberta);

     (b)  it is a private company;


                                     - 68 -
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     (c)  its currently  issued share capital  consists of 60,000 common shares,
          all of which are  owned by the  Principal  Shareholders.  There are no
          options,   warrants  or  other   rights  to  acquire   shares  of  OPS
          outstanding;

     (d)  it is not party to any action,  suit,  claim,  or  proceeding,  nor is
          there any  outstanding  order,  writ,  injunction,  or judgment issued
          against it; and

     (e)  the  information  contained  in its Business  Plan dated  November 20,
          2001,  (not  including  future  projected  information),  is true  and
          correct in all material respects.

3.   Representations and Warranties of the Principal Shareholders
     ------------------------------------------------------------
Each of the Principal  Shareholders  separately represents and warrants to CalEx
that:

     (a)  each is the beneficial  owner of his OPS Shares and has or will at the
          time of Closing have good and  sufficient  right and authority to sell
          his  OPS  Shares  and to  transfer  legal  and  beneficial  title  and
          ownership of his OPS Shares to CalEx;

     (b)  at the time of  Closing,  his OPS Shares will be free and clear of all
          liens, charges and encumbrances;

     (c)  there  are no  agreements,  options,  rights  or  privileges  being or
          capable of becoming  an  agreement  for the  purchase of either of the
          Shareholder's OPS Shares; and

     (d)  to the best of their knowledge,  the representations and warranties of
          OPS in paragraph 2 are true and correct.

4.   Purchase and Sale/Earnout
     -------------------------
     (a)  Based upon the foregoing representations and warranties and subject to
          the terms herein, CalEx agrees to purchase 100% of the OPS Shares from
          the  Shareholders in  consideration of an aggregate of 4,800,000 CalEx
          Shares payable  pro-rata to the  Shareholders in proportion to the OPS
          Shares  held by them.  The  Principal  Shareholders  agree to sell all
          their OPS Shares to CalEx,  pursuant to this offer.  4,800,000  of the
          CalEx Shares will be subject to the earnout and escrow  provisions set
          forth in paragraph (b) below.

     (b)  The 4,800,000  CalEx Shares will be issued to the  Shareholders of OPS
          in accordance with the following schedule:
                                                                        Number
                                                                      of Shares
          OPS Gross Revenues (from all sources)                        Issuable
          -------------------------------------                       ---------
          $4 million                                                    800,000
          $8 million cumulative                                         800,000
          $13 million cumulative                                        800,000
          $18 million cumulative                                        800,000
          $23 million cumulative                                        800,000
          $28 million cumulative                                        800,000
                                                                      ---------
                                                                      4,800,000

                                     - 69 -
<PAGE>

          In addition, the Shareholders will comply with any escrow restrictions
          imposed by CDNX on the CalEx Shares.  Earned shares will be subject to
          a maximum escrow period of 4 (four) months from the date of release.

5.  Closing
    -------
The closing of the  transactions  contemplated  hereby (the "Closing") will take
place at 11:00 a.m.  (Vancouver time) on the 2nd business day following  receipt
of all required  regulatory  approvals at the offices of CalEx, or at such other
time and place as the parties hereto may agree. If the transactions contemplated
hereby  are not  completed  before  May 31,  2002,  this  letter of intent  will
terminate and be of no further force or effect, unless otherwise extended by the
parties hereto.

6.   Covenants of CalEx
     ------------------
Between now and Closing, CalEx will:

     (a)  provide  full access  during  normal  business  hours to its books and
          records to OPS and the Shareholders for the purposes of conducting due
          diligence;

     (b)  maintain any  information  acquired from OPS or the  Shareholders  and
          this  letter of intent  and the  transactions  to which it  relates as
          confidential and not disclose the details of such  transactions to any
          third  party  except as  required  by law or to obtain  all  necessary
          approvals;

     (c)  forthwith apply for all necessary approvals;

     (d)  use its best efforts to gain approval from the Principal  Shareholders
          to the purchase and sale contemplated hereby;

     (e)  not enter  into any new  transactions  whatsoever  including,  without
          limitation,  any  new  financings  or  new  commitments  or  make  any
          expenditures  outside of its  ordinary  day to day  ongoing  business,
          without the prior approval of OPS;

     (f)  do everything else  reasonably  required to give effect to this letter
          of intent; and

     (g)  arrange for the  transfer at Closing of  1,600,000  CalEx  Shares from
          existing  principals of CalEx to principals of OPS at nil proceeds and
          which does not form part of section  4a.

7.   Covenants of OPS
     ----------------
Between now and Closing, OPS will:

     (a)  provide  full access  during  normal  business  hours to its books and
          records to CalEx for the purposes of  conducting  due  diligence;

     (b)  maintain any information acquired from CalEx and this letter of intent
          and the  transactions  to which it  relates  as  confidential  and not
          disclose the details of such transactions to any third party except as
          required by law or to obtain all necessary approvals;

     (c)  not enter  into any new  transactions  whatsoever  including,  without
          limitation,  any  new  financings  or  new  commitments  or  make  any
          expenditures  outside of its  ordinary  day to day  ongoing  business,
          without the prior approval of CalEx;

     (d)  do everything else  reasonably  required to give effect to this letter
          of intent; and

     (e)  provide full, true and plain disclosure of its business and affairs to
          CalEx  for  the  purposes  of  obtaining  shareholder  and  regulatory
          approval.

                                     - 70 -
<PAGE>


8.   Covenants of Principal Shareholders
     -----------------------------------
Between now and Closing, the Principal Shareholders will:

     (a)  not  enter  into  any  transaction  for the  sale,  transfer  or other
          disposition of their OPS Shares; and

     (b)  comply with any escrow,  hold period or other  restrictions  as may be
          imposed by the CDNX or under applicable securities laws.

9.   Conditions for the Benefit of CalEx
     -----------------------------------
The  obligation  of CalEx to complete the  transactions  contemplated  hereby is
subject to the following conditions which are for the exclusive benefit of CalEx
and may be waived by CalEx at any time:

     (a)  approval by CDNX to the transactions contemplated hereby;

     (b)  approval of the shareholders of CalEx of the transactions contemplated
          hereby;

     (c)  completion  of a diligence  review of the  business and affairs of OPS
          with results  satisfactory  to CalEx,  such review to be completed not
          later than January 31, 2002;

     (d)  the   representations   and   warranties  of  OPS  and  the  Principal
          Shareholders in Sections 2 and 3 being true as of the Closing;

     (e)  OPS and  the  Principal  Shareholders  not  being  in  default  of any
          material term of this letter of intent as of the Closing; and

     (f)  On or prior to Closing,  OPS will have  obtained the rights to certain
          software and other technologies  pertaining to the Power + System from
          EYEKON Technologies Inc. in a form acceptable to CalEx.

10.  Conditions of Benefit of OPS and Shareholders
     ---------------------------------------------
The  obligations  of OPS and  the  Shareholders  to  complete  the  transactions
contemplated  hereby are subject to the following  conditions  which are for the
exclusive benefit of OPS and the Principal Shareholders and may be waived by OPS
and the Shareholders at any time:

     (a)  approval of the shareholders of OPS of the  transactions  contemplated
          hereby;

     (b)  completion  of a due  diligence  review of the business and affairs of
          CalEx with results  satisfactory to OPS and Shareholders,  such review
          to be completed not later than January 31, 2002;

     (c)  the representations and warranties of CalEx in Section 1 being true as
          of the Closing Date;

     (d)  CalEx not being in default  of any  material  terms of this  letter of
          intent as of the Closing Date; and

     (e)  OPS and the Principal  Shareholders  being satisfied that there are no
          material   adverse  tax   consequences   to  them   arising  from  the
          transactions contemplated herein.

11.  Financial Matters
     -----------------
As soon as practicable after the signing of this agreement, CalEx or one of it's
shareholders, agrees to forward to OPS a $100,000 cash loan to be used for costs
associated with this agreement and any operational costs associated with further
development  and marketing of OPS. The loan will be secured by the assets of OPS
and will be guaranteed by the Principal  Shareholders.  The  guaranntee  will be
secured by a pledge of the share of OPS held by the Prinipal  Shareholders.  OPS
represents that these funds will be sufficient for it to meet its commitments to
the end of February,  2002. CalEx will arrange for additional funds for OPS on a
loan basis to meet operating expenses incurred after February, 2002 and prior to
Closing.  CalEx will use reasonable  commercial efforts to arrange financing for
CalEx/OPS after Closing.

                                     - 71 -

<PAGE>

12.  Closing Deliveries

At Closing:

     (a)  CalEx  will  deliver  to  OPS  or  the  Principal   Shareholders,   as
          applicable:

          (i)  evidence  of all  necessary  regulatory,  legal  and  shareholder
               approvals   to  this  letter  of  intent  and  the   transactions
               contemplated hereby;

          (ii) certificates   representing   the  CalEx  Shares  issued  to  the
               Principal Shareholders in the proper denominations; and

          (iii)such other  documents as may be  reasonably  requested by OPS and
               the Principal Shareholders.

     (b)  OPS or the Principal Shareholders will deliver to CalEx:

          (i)  certificates  representing  the  OPS  Shares  duly  endorsed  for
               transfer or accompanied by instruments of transfer;

          (ii) a certified copy of resolutions of the directors of OPS approving
               the  transfer  of the OPS Shares to CalEx and issuing a new share
               certificate in the name of CalEx;

          (iii)new   share   certificate   registered   in  the  name  of  CalEx
               representing  all of the  outstanding  shares  of OPS;  (iv)  all
               minute books and records of OPS; and (v) such other  documents as
               may be reasonably requested by CalEx.

13.  Each of CalEx and OPS will pay its own costs  incurred  in  completing  the
transactions contemplated hereby.


14.  This Agreement  supersedes  the signed Letter of Intent dated  December 20,
2001 among CalEx,  ZeroHype  Technolgoies Inc., EYEKON Technologies Inc. and Mr.
Craig Clydesdale.

15.  No party hereto will issue a press  release or otherwise publicly  disclose
this  agreement or  transactions  contemplated  hereby  without giving the other
parties hereto a reasonable opportunity to comment on such disclosure.

16.  OPS and the Shareholders may give CalEx notice in writing under this letter
of intent by physically  delivering  or faxing such notice  addressed to us care
of:

         California Exploration Ltd.
         Suite 1305, 1090 West Georgia Street
         Vancouver, British Columbia
         Canada V6E 3V7
         Attention: President
         Facsimile No.: (604) 683-1585

17.  CalEx may give OPS or the Shareholders  notice in writing under this letter
of intent by physically  delivering or faxing such notice  addressed to OPS care
of:

         Optimal Power Systems Ltd.
         Suite 404, 10216, 124 Street
         Edmonton, Alberta  T5N 4A3
         Canada
         Attention: President
         Facsimile No. (780) 699-5742


                                     - 72 -

<PAGE>

18.  Any notice delivered in accordance  with Section 14 or 15 will be deemed to
have been given and received on the day it was  delivered or faxed,  as the case
may be.  Any party may at any time give to the other  notice in  writing  of any
change of address of the party  giving such notice and from and after the giving
of such notice the address therein specified will be deemed to be the address of
such party for the purpose of giving notice hereunder.

19.  Each  party  will at any time and from  time to time,  upon the  reasonable
request of the other party,  execute and deliver such further  documents  and do
such further acts and things as the other party may reasonably  request in order
to evidence, carry out and give full effect to the terms,  conditions,  interest
and meaning of this letter of intent.

Please  confirm your  agreement to the above terms by signing  below.  Forthwith
after  execution  of this  letter of  intent,  the  parties  will use their best
efforts to complete a formal agreement incorporating the terms of this letter of
intent and such other  provisions  as are  customary  in a  transaction  of this
nature, within 21 days of the date hereof.

Yours truly,

CALIFORNIA EXPLORATION LTD.

/s/ Des O'Kell
--------------------------
Per:  Authorized Signatory


ACKNOWLEDGED AND AGREED as of the date first above written.

OPTIMAL POWER SYSTEMS LTD.


/s/ Craig Clydesdale
--------------------------
Per:  Authorized Signatory


ACKNOWLEDGED AND AGREED TO this 14 day of January, 2002 by:

EYEKON TECHNOLOGIES INC.


/s/ Rob Lowry                                /s/ Craig Clydesdale
--------------------------                   --------------------------
Per:  Authorized Signatory                   Craig Clydesdale


                                     - 73 -

<PAGE>


                           INTUITION License Agreement

This  Agreement  made  effective the 14th day of January,  2002,  between EYEKON
Technologies Inc. (the "Licensor"), and Optimal Power Systems (the "Licensee").

WHEREAS:

1.      The  Licensor is the sole owner and  original  developer of a technology
called INTUITION. The Licensor holds a copyright, and trade secret understanding
on the INTUITION, and the INTUITION is a software based technology;

2.      Under this Agreement, the Licensor is prepared to grant and the Licensee
desires  to obtain a licence  exclusive  to the  Licensee  for use of  INTUITION
within the Licensee's business and or services being the 'Power+' systems.

3.      The Licensor may at any time in the future and at its own cost,  make an
application for patent protection of the INTUITION technology. If secured by the
Licensor,  the patent of the INTUITION  technology will be added to the security
of the licensee  within this  Agreement but will not affect any other element of
this License Agreement.

IN  CONSIDERATION  of the premises and of the mutual  covenants set out together
with other good and valuable consideration, the parties agree as follows:

1.   Grant of Licence

1.1       The  Licensor gives  and grants to the Licensee a worldwide license to
practice the INTUITION  technology for use within the Licensee's products and or
services being the 'Power+' system.  The Power+ System is defined as a web based
distributed  power generation and oil and gas well site monitoring,  control and
optimization system.

1.2       The Licensee shall be permitted to grant sublicenses  of the INTUITION
Technology, or any part thereof, with written permission from EYEKON only.

2.   Warranty

          The  Licensor  warrants  to the  Licensee  that it is the owner of the
INTUITION  software  technology  covered  by  its  copyright  and  trade  secret
understanding, and that it has the sole right to grant the licence free from all
encumbrances.

3.   Validity of Ownership

          The Licensee  covenants  with the Licensor that it will not during the
subsistence of this Licence raise or cause to be raised any question  concerning
or any  objection to the validity of any claim in the copyright and trade secret
understanding on any grounds whatsoever.

4.   Sales Promotion

(1)       The  Licensee  covenants  with  the  Licensor  that it will  with  all
reasonable  dispatch  manufacture  and  sell  products/services   embodying  the
INTUITION,  and will use its best efforts to promote,  continue and increase the
sales to the best of it's ability during the continuance of this Agreement.


                                     - 74 -
<PAGE>


(2)       The Licensee agrees to display the Licensor's corporate branding logo,
as supplied by the Licensor,  on all software CD's,  websites,  promotional  and
marketing material and hardware. Licensors logo not to be displayed smaller then
1 (one) and 1/5 (one half) inches in width.

(3)       The Licensor  shall not do or permit  anything to be done to prejudice
the market image of the technologies and or branding logo of the licensor.

5.   Improvements

(1)       If the  Licensee  shall  discover  or  invent  an  improvement  to the
INTUITION  during the term of this  Agreement,  the Licensee  agrees promptly to
disclose  the same or cause  the same to be  disclosed  to the  Licensor  and to
furnish to the Licensor a!l information pertaining thereto, including all source
code,  designs,  descriptions  and other  data.  At the  Licensor's  option  the
Licensee  agrees to assign or cause to be assigned to the Licensor any discovery
or invention and to assist the Licensor,  at the Licensor's  expense,  to secure
letters  patent  (or  other)  covering  discovery  or  invention  in any and all
countries required by the Licensor. In connection therewith,  the Licensee shall
furnish to the Licensor,  all pertinent information and have executed any patent
applications,  assignments or other instruments necessary or desirable,  without
expense to the  Licensor.  Any  discovery  or invention as to which the Licensor
shall  have  exercised  its option as  mentioned  shall be the  property  of the
Licensor,  and any letters patent (or other) issued thereon shall be included as
subject matter as to which the Licensee is licensed under this agreement.

(2)       The Licensee shall, to the best of its ability, cause its employees to
disclose any discovery or invention made or developed by them during the term of
this  agreement and falling within the terms of  subparagraph  (I) and to assign
discovery or invention of the Licensor as provided.

(3)       The Licensor shall promptly  disclose to the Licensee any discovery or
invention which is an improvement on the INTUITION  technology which it develops
or acquires during the term of this agreement within a reasonable time and shall
make  available to the  Licensee all  information  relating  thereto,  including
source code,  designs,  descriptions  and other data, and discovery or invention
shall be deemed to be part of the  licensed  subject-matter  for all purposes of
this agreement.

6.   Infringement

          If either party has knowledge  that a third party is making,  using or
selling a product or services which incorporate or use the INTUITION  Technology
or any part  thereof,  or which is within the scope of a valid  patent or patent
application filed by the Licensor or the rights under the copyright and or trade
secret understanding,  such knowledge shall be promptly transmitted to the other
party,  and the  Licensor  shall  have the  exclusive  right to  commence  legal
proceedings  against  the  alleged  infringer  to assert and  enforce all of the
rights  related  to the  INTUITION  Technology  and to prevent  infringement  or
further infringement.  For that purpose the Licensor may with the consent of the
Licensee add the Licensee as a party to any legal  proceedings  and the Licensee
covenants  with the Licensor to  co-operate  with the Licensor and to render all
reasonable assistance, including providing all documents in their possession and
any  witnesses  as are or may be  required,  in the  conduct of any  proceedings
referred to herein.

7.   Impeachment

          The Licensor shall be entitled but shall not be bound to defend at its
own cost every action,  suit or proceeding  instituted for the  impeachment or a
declaration of non-infringement of the INTUITION, its copyright and/or its trade
secret understanding;  provided that, if the Licensor shall decide not to defend
any action,  suit or  proceeding  it shall so advise the  Licensee  who shall be
entitled  but shall not be bound to defend at its own cost the  action,  suit or
proceeding.

                                     - 75 -
<PAGE>

8.   Confidentiality

          The  parties  shall hold in strict  confidence  the  confidential  and
proprietary  information  included  in or related to the  INTUITION  Technology,
including  technical  or  business  trade  secrets  and other  confidential  and
proprietary  information  related  to  this  Agreement,   and  will  treat  such
information  with the same degree of care that each exercises with regard to its
own confidential and proprietary information.


9.   Term and Termination

(1)       Should the Licensee become  insolvent or bankrupt or commit a material
breach of this Agreement,  this Agreement shall automatically  terminate and any
rights  granted  to the  Licensee  within  this  agreement  shall  return to the
Licensor at nil proceeds.

(2)       This  Agreement  may be  terminated  by the  Licensee by delivery of a
notice in writing to the  Licensor at least sixty days prior to any  anniversary
date.

10.  Notices

          Any notice or other  communication  required or authorized to be given
by either party under this agreement  shall be in writing and shall be delivered
personally  or sent  by  pre-paid  mail or  facsimile  transmission  address  as
follows:

     Optimal Power Systems Inc.
     404, 10216 - 124 Street
     Edmonton, AB.

     EYEKON Technologies Inc.
     c/o Lovatt-Olsen
     Suite 404, 10216 124 Street
     Edmonton, Alberta
     T5N 4A3

or to any other  address as shall have been given by the Licensee or Licensor in
writing for that  purpose,  and any notice shall be deemed to have been given if
delivered,  when delivered, and if mailed, within five days after the mailing of
the notice by prepaid registered post in any government post.

11.  General

(1)       This Agreement  shall enure to the benefit of and be binding upon each
of   the   parties   and   their   respective   heirs,   administrators,   legal
representatives, successors and assign.

(2)       This Agreement  shall be governed and  interpreted in accordance  with
the laws in force in the Province of Alberta and the parties  agree to attorn to
the jurisdiction of the Courts of Alberta.


                                     - 76 -

<PAGE>


(3)       If a court of applicable jurisdiction determines that any provision of
this Agreement is invalid or unenforceable, such detern1ination shall not affect
the validity or enforceability of the remaining provisions of this Agreement.

IN WITNESS  WHEREOF the parties have executed this  Agreement on the 14th day of
January, 2002.


EYEKON Technologies Inc.

/s/ Rob Lowry
-------------------------


OPTIMAL POWER SYSTEMS INC.

/s/ Craig Clydesdale
-------------------------
<PAGE>