EXHIBIT 10.19

                             JOINT VENTURE AGREEMENT
                 (Joint Venture Entity With Exclusive Territory)

BETWEEN THE  UNDERSIGNED:

Ocean Power Corporation  established and governed under the laws of the State of
Delaware (USA)  (hereinafter  referred to as OPC) and  maintaining its principal
place of business and headquarters at 5000 Robert J. Mathews Parkway,  El Dorado
Hills, California, USA.

ON THE ONE HAND, AND:

Caribbean  Water & Power,  Inc.  (hereinafter  referred to as  "Affiliate")  and
maintaining its principal place of business and headquarters at East Bay Centre,
Suite B66; Nassau, Bahamas

ON THE OTHER HAND,

         WHEREAS,   OPC  has  enhanced  and/or   integrated   various   existing
technologies  for the purpose of creating water and power  production  equipment
and systems,  and is developing new systems,  sub-systems and  technologies  for
creating water and power production equipment and systems, and

         WHEREAS,  Affiliate desires to own and operate  integrated  water/power
production systems and to market and sell the water and excess power produced by
OPC integrated water/power producing systems, and

         WHEREAS,  OPC and  Affiliate  hereby  intend to establish  the terms by
which they will purchase,  finance, assemble,  construct,  install, own, operate
and maintain  OPC  integrated  water/power  producing  systems in the  Operating
Territory and market and sell the water and excess power produced therefrom, and

         WHEREAS,  it is contemplated that OPC will derive profits from the sale
of OPC of water and power  production  related  equipment  including  integrated
water/power  producing  systems and related  services and that OPC and Affiliate
will each  derive  income  from the sale of water and excess  power  produced by
integrated water/power prodoucing systems in Operating Territory, and

         WHEREAS OPC and Affiliate have  concluded this Joint Venture  Agreement
with the  purpose of  setting  out the terms and  conditions  and the rights and
commitments  which arise for each of them from this Joint Venture  Agreement and
from the conditions specified in the Additional Documents to be drawn up between
OPC and Affiliate.

THUS HAVING BEEN STATED, the following has been stipulated and agreed:

                                    SECTION I
                               GENERAL PROVISIONS

ARTICLE ONE:  Definitions

1.0 For the purposes of this Joint Venture Agreement, the words and phrases used
herein shall have the following meanings:

1.1. "Joint Venture Agreement" refers to the present Joint Venture Agreement.

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1.2.1  "Party(s)"   refers   to  OPC  and/or  Affiliate  and  to  any  of  their
subsidiaries, parents and assignees.

1.2.2  "OPC" refers to OPC and its subsidiaries, parents and assignees.

1.2.3  "Affiliate:  refers  to  Affiliate  and  its  subsidiaries,  parents  and
assignees.

1.3. "Venture Entity" refers to the Jointly Owned Limited Liability Entity to be
established in the Operating Territory pursuant to this Joint Venture Agreement.

1.4. "Subsidiary or Parent Company or Organization" refers to:

         a) any company or  organization  at whose  meetings a Party directly or
         indirectly holds more than fifty percent (50%) of the voting rights, or

         b) any  person,  company or  organization  or public  body  directly or
         indirectly,  holding more than fifty percent (50%) of the voting rights
         at meetings of a Party, or

         c) any  company  or  organization  at whose  meetings  more than  fifty
         percent  (50%) of the voting  rights are held directly or indirectly by
         one or more  companies or public  bodies  constituting  a Subsidiary or
         Parent to or of a Party within the spirit of paragraph a) and b) above,
         together or separately.

1.5. "Dollar" refers to the United States of America Dollar.

1.6. "OPC Integrated Water / Power Systems" refers to integrated water and power
production  systems,   subsystems,   components  and/or  attachments   designed,
manufactured, and/or approved for use by OPC, and the subsystems, components and
attachments  thereto  when  said  subsystems,  components  and  attachments  are
integrated into a distinct water and power producing system.

1.7. "OPC Trademarks" refers to any word, name,  symbol,  dress and/or device by
which  OPC's  products  and/or  services  are or can be  distinguished  from the
products and/or services of others.

1.8. "Know-how" refers to all non-public information and/or devises known to OPC
and  relating  in any way to the  design,  manufacture,  integration,  assembly,
shipping,   construction,   installation,    commissioning,   operation   and/or
maintenance  of water and power  production  systems  regardless of whether such
information  or devise is  patentable,  patented,  recorded  or  unrecorded  and
whether or not such  information or devise has been  incorporated or utilized in
an OPC Integrated Water/ Power System.

1.9.   "Intellectual  Property" refers to the OPC  Trademarks  and the  Know-how
collectively.

1.10.  "Operating Territory" refers to *** SEE ATTACHMENT ONE***.

1.11.  "Additional  Documents" refers to the following documents which are to be
negotiated  and agreed to by OPC and  Affiliate  following the execution of this
Joint Venture Agreement:

                  a)       Operating Agreement to be attached hereto as Appendix
                           A, and executed by the Parties and the Venture Entity
                           for the purpose of committing  the Venture  Entity to
                           the  terms  and  conditions  of  this  Joint  Venture
                           Agreement.

                  b)       Shareholders   Agreement   or  similar   document  as
                           appropriate  to  the  form  chosen  for  the  Venture
                           Entity,  to be  attached  hereto  as  Appendix  B and
                           executed  by OPC and  Affiliate  for the  purpose  of
                           committing   the  Parties  in  their   capacities  as
                           shareholders or owners of the Venture Entity,  to the
                           terms and conditions of this Joint Venture Agreement.

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                  c)       Initial  Business  Plan  to  be  attached  hereto  as
                           Appendix  C  and  executed  by  the  members  of  the
                           Operations Committee.

                  d)       Trademark  License Agreement to be attached hereto as
                           Appendix D and executed by OPC and the Venture Entity
                           for  the  purpose  of  establishing   the  terms  and
                           conditions  under  which the  Venture  Entity will be
                           allowed  to  utilize  the  OPC   Trademarks   in  the
                           Operating Territory.

                  e)       OPC Terms of Trade a copy of the  current  version of
                           which will be attached  as Exhibit 1 and  executed by
                           OPC  and  the  Venture  Entity  for  the  purpose  of
                           establishing the terms and conditions under which OPC
                           will sell and support  and,  the Venture  Entity will
                           purchase, OPC Integrated Water / Power Systems.

                  f)       OPC Terms of Service a copy of the current version of
                           which will be attached  as Exhibit 2 and  executed by
                           OPC  and  the  Venture  Entity  for  the  purpose  of
                           establishing the terms and conditions under which OPC
                           will provide commercial and technical  consulting and
                           support services to the Venture Entity.

                  g)       OPC  Trademark  Policy and  Guidelines  a copy of the
                           current  version of which will be attached as Exhibit
                           3 for the purpose of providing detailed  instructions
                           on the permissible  uses and  applications of the OPC
                           Trademarks

1.12  "Operations"  refers to all  activities  carried out to market,  purchase,
finance, assemble,  construct,  install,  commission,  own, operate and maintain
water and/or power production systems and to market,  sell and deliver the water
and/or power.

1.13  "Studies  and   Information"   refers  to  the  results  of   experiments,
observations,  data collection, expert consultations and experiences relating to
the operation and/or maintenance and/or performance of water or power production
systems, subsystems or components and the environment in which they operate.

1.14  "Option Commencement  Date": As used herein, the Option  Commencement Date
shall be determined as follows:

                  a)       If the  basis  for  the  termination  is  the  mutual
                           written  agreement  of the  parties,  then the Option
                           Commencement  Date  will  be  the  date  the  written
                           agreement is fully executed unless a different Option
                           Commencement Date is agreed to therein.

                  b)       If the basis for the  termination is at the option of
                           either party upon the giving of written notice,  then
                           the Option Commencement Date will be the later of (i)
                           the date the  written  notice was given,  or (ii) the
                           expiration of any applicable cure period.

                  c)       If the basis for  termination  is  disputed by either
                           Party or the Venture Entity then the Option  Commence
                           Date  will be the date on which a final  decision  is
                           issued  by  the  arbitration   panel  confirming  the
                           claimed  basis for  termination  unless  the  Parties
                           agree in writing to the  resolution of the dispute in
                           which case the Option  Commencement  Date will be the
                           date of the written resolution.

ARTICLE TWO: Purpose of the Joint Venture Agreement

2.1  Purpose:  This Joint  Venture  Agreement  is  concerned  with  defining the
conditions  under which the  Parties  plan  jointly to carry out the  marketing,

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purchase,  assembly,  construction,   installation,   commissioning,  operation,
maintenance and finance of OPC Integrated Water / Power Systems in the Operating
Territory and the  marketing,  sale and delivery of water and power  produced by
said systems.

2.2  Commencement: Starting from the signing of this Joint Venture Agreement,  a
Joint Venture (hereinafter referred to as "the Joint Venture") is set up between
the Parties.  This Joint  Venture has no legal status and its only purpose is to
carry out the terms of this Joint  Venture  Agreement.  Neither  Party  shall be
obligated  to undertake  Operations  unless and until the Parties have agreed to
the terms and conditions of the Operating Agreement,  Shareholder Agreement, the
Business  Plan,  Trademark  License,  Terms of Trade and the  Terms of  Service.
Should the Parties  fail to reach  agreement as to any of the  Documents  listed
above  within  sixty  days of the date  this  Joint  Venture  Agreement  is last
executed,  then either Party may declare this Joint Venture  Agreement  null and
void  without  liability  or  compensation  being  paid by or to  either  Party.
However,  the confidentiality and intellectual  property provisions will survive
such null and void determination.

ARTICLE THREE: Ownership of Joint Venture

3.1  Ownership: Each Party shall have the following share in the Venture Entity:

                      a)      Forty-nine percent (49%) for OPC
                      b)      Fifty one percent (51%) for Affiliate

3.2  Profits:  Except as may  otherwise be stated in the present  Joint  Venture
Agreement   and/or  the   Additional   Documents,   the   Parties   will  share,
proportionally  to their  interest  defined  above,  the  profits of the Venture
Entity and, if losses may be passed through to the owners for tax purposes, then
also as to said losses.

3.3  Non-assessable:  Except as may be otherwise  provided in this Joint Venture
Agreement and/or the Additional Documents,  each Party's interest in the Venture
Entity will be fully paid and non-assessable.

3.4. Approval Required for Transfer: Neither Party is at liberty to transfer its
rights and commitments  arising from this Joint Venture  Agreement in part or in
full without the consent of the other party  except to a  subsidiary  company or
organization  as set forth in Article 1 of this  Joint  Venture  Agreement.  For
purposes of this Article any change in the voting  control of Affiliate  and any
transfer,  encumbrance or hypothecation of shares of the Venture Entity shall be
considered  as a transfer  of rights  and  commitments  arising  from this Joint
Venture Agreement

3.5  Termination:  If a Party  requests  approval  from the  other  Party  for a
transfer of its rights and commitments arising from this Agreement and the other
Party refuses to grant its approval,  the transferring  Party may either proceed
under the terms of this Agreement without transferring its interests, or declare
this Agreement terminated.

ARTICLE FOUR: Running of the Joint Venture.

4.1  Venture  Entity:  Except as  provided in Section  7.1.2  Operations  by the
Parties in the Operating  Territory are to be carried out directly or indirectly
by and through the Venture  Entity in faithful  adherence to the Business  Plans
approved by the Operations Committee.

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4.2   Operations Committee

4.2.1 Constitution:   The  Operations  Committee  will be  made up of two  equal
halves, one being the representative(s) appointed by OPC and the other being the
representative(s)  appointed by  Affiliate.  The  Operations  Committee  will be
chaired by an OPC representative appointed to said position by OPC.

4.2.2 Duties: The Operations Committee will be responsible for approving (a) the
annual  Business Plan of the Venture  Entity  prepared by the Venture Entity and
submitted  to the  Operations  Committee  at least ninety (90) days prior to the
commencement  of each fiscal year and, (b) any  amendments  thereof.  The annual
Business  Plan  of  the  Venture  Entity  will  identify  the  Operations  to be
undertaken  by the  Venture  Entity  during the budget  year and the methods and
means of undertaking those Operations and will include,  but will not be limited
to:

         a) the type and schedule for implementation of all works;

         b) a list of suppliers to be used by the Venture Entity;

         c) the  contracts to be entered into by the Venture  Entity  during the
         year which amount to more than two hundred and fifty  thousand  dollars
         ($250,000.00)  or which  contain  commitments  which extend  beyond the
         budget year;

         d) the itemized  budget of the Venture  Entity  including all projected
         income and expenses and sources of same.

4.2.3 Access to Information: The Operations Committee shall have complete access
to all information and data concerning the Venture Entity which  information and
data will be provided to the Operations Committee by the Venture Entity upon the
request of the Chairman of the Operations Committee.

4.2.4 Decisions:   Approval  of the  annual  business  plan  by  the  Operations
Committee  will be taken  unanimously by the  representatives  designated by the
Parties.  In the event of the Operations  Committee  being unable to arrive at a
unanimous  approval of the  business  plan,  any  deadlock  shall be resolved in
accordance with the provisions of Article 12 of this Joint Venture Agreement

4.2.5 Convening and Meetings:  The Operations Committee shall meet at least once
every  quarter in any place  decided in advance by mutual  agreement  after each
representative  has been notified by the Chairman with twenty (20) calender days
notice;  in  urgent  circumstances  this  period  may  be  shortened  by  mutual
agreement.

         a) Written notification shall give details of the date, time, place and
         agenda for the meeting; in particular, the agenda shall include a draft
         of all questions to be written out  beforehand by the  representatives.
         If one  of the  representatives  issues  a  request  in  writing  for a
         meeting,  the Chairman is obliged to convene the  Operations  Committee
         within a term not exceeding twenty (20) calender days.

         b) Within  twenty  (20)  calender  days  following  the  meeting of the
         Operations  Committee,  the  Chairman  shall  forward  to  each  of the
         representatives a detailed minutes.

         c) Each of the representative  shall have twenty (20) calender days for
         making  remarks  and  corrections  statements,  absence  of a  response
         constitutes  acceptance of the minutes.  After gathering the remarks of
         the  representatives,  the Chairman  shall forward the final report for
         signature.

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         d) Attendance at Operations Committee meetings may be made by telephone
         or  video  conference  facilities  provided  that  all  representatives
         participating can hear one another.

         e) The Chairman may require the attendance at any Operations  Committee
         meeting of any officers,  employees,  consultants,  contractors  and/or
         directors of the Venture Entity as he or she may determine.

4.3   Carrying out: The Venture  Entity will carry out the  purchase,  assembly,
construction, installation, commissioning, operation, maintenance and finance of
all OPC  Integrated  Water/Power  Systems  in the  Operating  Territory  and the
marketing, sale and delivery of water and excess power produced by said systems.
The  Venture  Entity  shall  take  all  necessary  actions  for  preserving  and
protecting human life, the environment,  goods and properties of the Parties and
the Venture Entity and shall conduct the Operations in accordance with the rules
of the respective trades, all laws and regulations,  the Business Plans approved
by the Operations  Committee,  this Joint Venture Agreement and the then current
Additional Documents. The Venture Entity is especially in charge of:

         a) preparing and entering into service and supply  contracts with third
         Parties,  with the priority  being given to companies in the  Operating
         Territory,  and to monitor the proper performance of the works assigned
         to them;

         b) assuring compliance with all of its contracts and obligations;

         c) protecting the Parties from any liability arising from Operations in
         the Operating Territory;

         d) preparing the annual  Business Plan and all budgets and  attachments
         thereto;

         e) maintaining a skilled and dedicated workforce, and;

         f) complying with all laws, rules,  regulations and similar  directives
         properly applied to its Operations by any government,  quasi-government
         or multi-national  agency and appealing and contesting any laws, rules,
         regulations  and similar  directives  which it reasonably  believes are
         improperly    applied   to   its   Operations   by   any    government,
         quasi-government or multi-national agency, and;

         g) retaining the services of a "Big 5" accountancy firm with offices in
         the Operating  Territory and cooperating  with said firm in that firm's
         preparation of audited annual financial reports of the Venture Entity's
         Operations.

4.4   Venture Entity:

4.4.1 Formation: Affiliate shall form the Jointly Owned Limited Liability Entity
under the laws of the  Operating  Territory  within  thirty (30)  calender  days
following  OPC's  written  notification  to  Affiliate  that OPC is  capable  of
delivering OPC Integrated  Water / Power Systems in accordance with the Terms of
Trade Agreement.

4.4.2 Operations:  The Jointly Owned Limited Liability Entity shall be organized
and operated in accordance  with the provisions of this Joint Venture  Agreement

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including  those  contained  in  the  Operating   Agreement,   the  Shareholders
Agreement,  the Trademark  License,  the approved Business Plan(s) and any other
Additional Documents that pertain to its activities.

4.4.3 Financing of  Operations:   Unless  otherwise  agreed between the Parties,
expenditures  arising  from the Venture  Entity's  Operations  in the  Operating
Territory shall be borne by the Venture Entity.

4.4.4 Royalties / Taxes and Dues: Taxes, dues and royalties and similar expenses
connected to Operations shall be payed by the Venture Entity.

4.5   Appendices:  The  Appendices  to be  attached  to this  Agreement  form an
integral part of this Joint Venture Agreement.

4.6   Representation  of  the  Joint  Venture:   Each  Party  shall  secure  its
representation  before any Operating  Territory  administrative  or other public
agency for matters involving its own rights and interests when such are separate
from or, in conflict with the interests of the Venture  Entity.  Otherwise,  the
Venture  Entity shall  represent the Joint  Venture in all  Operating  Territory
administrative or other public agency matters.

4.7   International  Standards  Organization  (ISO): Within ninety (90) calender
days following its formation the Venture  Entity shall  commence  reasonable and
diligent efforts to obtain certification, by an accredited certification body in
the  Operating  Territory,  that its  Operations  conform with current ISO 9001,
9002, 9003 and 14001 standards. The Venture Entity shall continue its reasonable
and diligent ISO 9000 and 14000 certification  efforts until said certifications
are obtained and thereafter shall undertake all necessary actions to ensure that
its ISO 9000 and 14000 certifications remain valid and current.

                                   SECTION II
                        SPECIAL CONDITIONS FOR OPERATIONS

ARTICLE FIVE: OPC Integrated Water /Power Systems: Except as provided in Section
7.1.2 below, all Operations,  in the Operating Territory, by the Parties and the
Venture  Entity will be  undertaken  exclusively  through  the Venture  Entity's
purchase  from  OPC of OPC  Integrated  Water/  Power  Systems  and the  Venture
Entity's ownership and operation of said OPC Integrated  Water/Power Systems and
the sale of water and excess power produced therefrom.

ARTICLE SIX:  Operations Finance:  Except for Operations  undertaken pursuant to
Section  7.1.2  below  and,  except as the  Parties  may  otherwise  agree,  all
Operations  in the  Operating  Territory  shall  be  financed  by and  shall  be
maintained on the books of the Venture Entity.

ARTICLE SEVEN: Exclusivity:

7.1   Operating Territory:

7.1.1 Operations:  Neither Party nor the Venture Entity shall undertake,  either
itself or with others,  directly or indirectly,  any Operations in the Operating
Territory  except in accordance  with the terms and conditions of the this Joint
Venture Agreement and the Additional Documents.

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7.1.2 Independent  Sales:  Notwithstanding  Section 7.1.1 above, OPC may, but is
not obligated to, own,  operate,  or sell water or power related equipment other
than OPC Integrated  Water/Power  Systems within the Operating  Territory.  Such
ownership,  operation  or sales may be  undertaken  directly  by OPC or  through
others,  which  others may include  Affiliate  and/or the Venture  Entity as OPC
shall determine.

7.1.3 Supplemental Marketing and Finance:  Notwithstanding  Section 7.1.1 above,
Affiliate may, but is not obligated, to market and/or finance water and/or power
supply  contracts  in the  Operating  Territory  to be  fulfilled by the Venture
Entity.  Affiliate  is  authorized  to  undertake  such  marketing  and  finance
activities prior to the establishment of the Venture Entity in accordance to the
terms and  conditions of this Joint Venture  Agreement.  Once the Venture Entity
has been  established,  if the Affiliate  determines to continue such  marketing
and/or finance  activities it shall enter into a  representation  agreement with
the Venture Entity which agreement shall:

         a. establish the capacity of Affiliate as an  independent  sales and/or
            finance representative of the Venture Entity,

         b. preclude  Affiliate from  marketing  and/or  financing  water and/or
            power  supply  contracts  to be  fulfilled by persons or firms other
            than the Venture Entity,

         c. require  Affiliate  to  actin  strict  adherence  to the  terms  and
            conditions of the Trademark License and Trademark Guidelines, and

         d. prevent  Affiliate  from entering into any contract or agreements on
            behalf of the Venture Entity.

7.2   Extra-Territorial  Operations:  Neither  Affiliate nor the Venture  Entity
shall  undertake any Operations  either  themselves or with others,  directly or
indirectly outside the Operating Territory.

7.3   Remedies: In addition to any other  remedies in law or in equity which may
otherwise attach,  the Parties agree that any violation or threatened  violation
of any of the provisions of this Section II may be enjoined and prevented by any
legal means.

7.4   Sub-Ventures: The Venture  Entity may itself enter into joint ventures for
the purchase, assembly, construction,  installation,  commissioning,  operation,
maintenance and finance of OPC Integrated  Water/Power  Systems in the Operating
Territory  and the  marketing,  sale and  delivery  of water  and  excess  power
produced by said systems.  Any such sub-venture  shall be organized and operated
in accordance with the terms and conditions of this Joint Venture  Agreement and
the Additional Documents and must be approved by both Affiliate and OPC.


                                   SECTION III
            PROVISIONS RELATING SPECIFICALLY TO INTELLECTUAL PROPERTY

ARTICLE EIGHT: Ownership

8.1.  Know-how:

8.1.1 Ownership: All Know-how is and will remain the sole and exclusive property
of OPC.

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8.1.2 Disclosure and Use: OPC shall disclose to Affiliate and the Venture Entity
such Know-how as is reasonably  necessary to allow the Venture Entity to utilize
OPC Integrated  Water/Power Systems in the Operating Territory and Affiliate and
the  Venture  Entity  will be allowed  to use said  disclosed  Know-how  for the
purpose of fulfilling  their  obligations in accordance  with this Joint Venture
Agreement and the Additional Documents and for no other purpose.

8.1.3 Grant Back Rights:  All rights to  improvements,  advances and  derivative
technologies  and/or  processes  created or discovered  by or through  Affiliate
and/or  the  Venture  Entity  relating  to any  Know-how  will be and are hereby
unconditionally and irrevocably granted back to OPC.

8.1.4 Grant  Forward:    Any right to use and to have know-how  disclosed  under
Section  8.1.2  above  will  include  the  right to use and have  disclosed  any
improvements,  advances,  and  derivative  technologies  and  processes  of said
Know-how including such as are obtained by OPC through its Grant Back rights.

8.2   Trademarks:

8.2.1 Ownership:   All  Trademarks  are and will  remain the sole and  exclusive
property of OPC.

8.2.2 Use: The Venture  Entity will  prominently  display the  Trademarks in all
correspondence,  marketing  materials and equipment in accordance  with the then
current OPC Trademark Policy and Guidelines.

8.3   Studies and Information:

8.3.1 Ownership:   All rights to and in all  Studies and  Information  collected
during Operations  carried out in the scope of this Joint Venture Agreement will
be the property of OPC.

8.3.2 Access and Use: Each Party and the Venture Entity shall have access to all
Studies  and  Information  collected  by either of the Parties or by the Venture
Entity  within the  framework  of  Operations  relating  to this  Joint  Venture
Agreement  and  Affiliate  and the  Venture  Entity  will be allowed to use said
Studies and  Information a necessary to fulfill their  obligations in accordance
with this Joint Venture Agreement and the Additional  Documents and for no other
purpose.

8.4   Confidentiality

8.4.1 Protection and  Non-disclosure:  Affiliate and the Venture Entity and each
of  their  officers,  directors,   shareholders,   employees,   contractors  and
consultants,  and Subsidiary and Parent  Companies and  Organizations  and their
officers, directors,  shareholders,  employees, contractors and consultants will
and do  hereby  undertake  and  agree  to keep  all  Know-how  and  Studies  and
Information  strictly  confidential,  to disclose  same to no one without  OPC's
prior  written  consent,  to utilize  said  information  only for the purpose of
performing their obligations in accordance with this Joint Venture Agreement and
the Additional Documents,  and to return any document or other form of recording
and all objects which contain any Studies,  Information  or Know-how to OPC upon
request.  Affiliate  and the  Venture  Entity  with take all  actions  which are
reasonable and necessary to ensure that the officers,  directors,  shareholders,
employees,  contractors,  and  consultants  mentioned above are aware of and are
acting in compliance with this Confidentiality provision.

8.4.2 Disclosure  of Studies and  Information.   Nothing in Section  8.4.1 above
shall be construed as preventing  Studies or  Information  from being  disclosed

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pursuant to proper legal  compulsion to government  authorities in the Operating
Territory  or to any third  Party  entitled  by law to obtain  such  Studies  or
Information.

8.5.  Intellectual  Property  Acknowledgment  and  Challenge:  Affiliate  hereby
acknowledges   OPC's  ownership  of  the  Know-how,   Trademarks,   Studies  and
Information  and agrees that any act by Affiliate or the Venture  Entity whether
alone or through others and whether  directly or indirectly  which challenges or
contests OPC's ownership of any Know-how,  Study,  Information  and/or Trademark
will be considered  sufficient grounds to terminate this Joint Venture Agreement
and all Operations associated with this Joint Venture.

8.6   Remedies: In addition to any other  remedies in law or in equity which may
otherwise attach,  the Parties agree that any violation or threatened  violation
of any of the  provisions of this Article Eight may be enjoined and prevented by
any legal means.

8.7   Warranty  of  Rights:  To the best  knowledge  of OPC,  there are  neither
pending nor  threatened,  any actions,  suits,  proceedings or claims or, to the
best  knowledge of OPC, any basis  therefor,  with respect to the use of the OPC
Integrated Water/Power Systems, OPC Trademarks or Know-how or the manufacture or
sale of any  product  using  or  incorporating  the OPC  Integrated  Water/Power
Systems,  Trademarks  or  Know-how,  and  no  such  use of  the  OPC  Integrated
Water/Power  Systems,  Trademarks or Know-how will infringe or otherwise violate
the rights of any third party,  whether such rights are in the nature of patent,
copyright, trademark or other intellectual or industrial property rights.


                                    SECTION V
                            MISCELLANEOUS PROVISIONS

ARTICLE NINE: Responsibility and Insurance

9.1   Personnel: Except in the case of gross  negligence,  each Party shall bear
the costs of any personal  injuries  occurring in the performance of duties laid
down by this Joint  Venture  Agreement to personnel  directly  employed by them,
whatever Party is to blame for the injury. Consequently,  neither of the Parties
shall have any remedy at law against  the other for  personal  injury  caused to
personnel,   without   prejudice  to  the  rights  of  those  injured  or  their
beneficiaries.

9.2   Waiver of Right of Recourse: The Parties  waive all  recourse  against the
other with respect to any act or omission  causing personal injury to the others
employees and will  undertake to obtain a similar  waiver of recourse from their
own insurers.

ARTICLE TEN: Force Majeure:

10.1  Non-Liability: In the performance of its duties, neither of the Parties is
responsible for loss or damage arising from any delay or failure  resulting from
a Force Majeure.

10.2  Definition  of  Force  Majeure:  The term  "Force  Majeure  refers  to any
happening  beyond  the  control of the  affected  party and  preventing  it from
fulfilling in part or in full commitments including:

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<PAGE>

         a)  wars,

         b)  riots or civil  disturbances,

         c)  earthquakes, floods, lightning or other natural  disasters,

         d)  impossibility to use railways, ports, airports,  roads,

         e)  strikes and lockouts,

         f)  acts of God

10.3  Government  Interference:  Cases of  Force  Majeure  include,  but are not
limited to, delays resulting from application of Operating Territory legislation
or the acts of the Operating Territory government and its agencies.  Such delays
shall entail no compensation for either Party.

ARTICLE ELEVEN: Termination

11.1  Grounds for Termination: This Joint Venture Agreement may be terminated as
follows:

                  a)       By the mutual written agreement of the Parties

                  b)       At the option of either Party upon written  notice to
                           the  Venture  Entity and the other Party in the event
                           that:

                           (i)      the Venture  Entity is declared by an agency
                                    of competent  jurisdiction to be unqualified
                                    or disqualified from undertaking one or more
                                    of its necessary functions;

                           (ii)     the Venture  Entity has operated  without an
                                    approved  Business  Plan  for  a  period  in
                                    excess of ninety (90) days;

                           (iii)    the  Venture  Entity  has  failed  to  pay a
                                    dividend for three (3) consecutive years;

                           (iv)     the Venture  Entity's  gross  revenues  have
                                    increased at a rate of less than twenty-five
                                    percent   (25%)   in  each  of   three   (3)
                                    consecutive years;

                           (v)      the Venture Entity remains in default on any
                                    of its water or power production obligations
                                    for a period in excess  of one  hundred  and
                                    twenty  (120) days,  unless such  default is
                                    caused by the  failure  of  either  Party to
                                    comply with its obligations under this Joint
                                    Venture    Agreement   or   the   Additional
                                    Documents,  in  which  case  the  defaulting
                                    Party shall not have the option to terminate
                                    this Joint Venture Agreement;

                           (vi)     the Venture Entity remains in default on any
                                    of its financial obligations for a period in
                                    excess of one hundred and twenty (120) days.

                           (vii)    the  Venture  Entity has caused or allowed a
                                    material  breach of the Operating  Agreement
                                    and failed to  rectify  the  default  within
                                    ninety  (90) days of being  notified  of the
                                    breach.

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<PAGE>

                  c)       At the  option of the  non-defaulting  party upon the
                           occurrence  of a breach of a material  obligation  by
                           the other Party which the  defaulting  Party does not
                           rectify  within a period of ninety (90) days from the
                           date of receiving  formal notice from the  non-breach
                           Party of its intention to terminate.

                  d)       Any other  grounds for  termination  provided  for in
                           this   Joint   Venture   Agreement,   the   Operating
                           Agreement,   the  Shareholders   Agreement,   or  the
                           Additional Documents.


11.2  Continued  Operation Option:  In the event this Joint Venture Agreement is
terminated,  OPC shall have the option to continue  Operations  in the Operating
Territory with compensation being paid to Affiliate in accordance with the terms
of Section 11.3. OPC must notify Affiliate in writing within thirty (30) days of
the Option Commencement Date of its intention to exercise this option. Following
said thirty day period the option shall terminate.

11.3  Compensation:  In the  event  OPC  elects to  continue  Operations  in the
Operating  Territory as provided for in Section  11.2 above,  it shall  purchase
from Affiliate all of Affiliate's rights, titles and interests in the Operations
in the  Operating  Territory  by  purchasing  all of  Affiliate's  shares in the
Venture Entity.  The value of Affiliate's  shares in the Venture Entity shall be
the  greater  of the  values  produced  through  application  of  the  following
valuation methods, subject to receipt of a fairness opinion letter, if required.
Should  OPC  exercise  this  Continued  Operation  Option,  then  all  of  OPC's
Operations within the Operating  Territory must be undertaken by and through the
Venture Entity during the effective  period of the Look Back  Capitalization  of
Earnings valuation described in Section 11.3.3 below.

11.3.1 Book value with  account  adjustments:  The book value as of the close of
business on the last day of the calendar  month  preceding the date of the event
providing  the grounds for the  termination.  The book value shall be determined
from the Venture  Entity's books and records as of that date by the  independent
certified  public  accountants  regularly  engaged by the Venture Entity on that
date. That  determination  shall be made in accordance  with generally  accepted
accounting  principles  applied  on a basis  consistent  with  those  previously
applied by the Venture Entity, but observing the following principles:

                  a)       There shall be subtracted any value  attributable  to
                           goodwill, patents, copyrights, and similar intangible
                           items to the extent so  included  in book value under
                           the formula,  unless such items were purchased by the
                           Venture Entity and had previously been entered in its
                           books in the regular  course of business and with the
                           authorization of its Board of Directors.

                  b)       All  accounts  payable  shall be taken at face amount
                           less normal  discount,  and all  accounts  receivable
                           shall be taken at face amount  less  normal  discount
                           and a reasonable reserve for bad debts.

                  c)       All real property, machinery, furniture, fixtures and
                           equipment  shall be taken at the valuation  appearing
                           on the Venture  Entity's  books and records,  without
                           adjustment  for  depreciation   taken  on  them.  Any
                           amounts  shown  on the  Venture  Entity's  books  and
                           records  for  leases to which it is a party  shall be
                           excluded.

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<PAGE>

                  d)       Inventory and supplies shall be computed at cost,

                  e)       All  accrued  and   properly   accruable   taxes  and
                           assessments shall be deducted as liabilities

                  f)       There shall be subtracted  the adjusted cost basis as
                           shown on the Venture Entity's books of any securities
                           owned by it, and there  shall be added a sum equal to
                           the  "value of such  securities  as of the  valuation
                           date.  For  this  purpose,  the  value  of  any  such
                           securities  shall be deemed to be (1) the fair market
                           value,  if  they  are  traded  on any  stock  market,
                           over-the-counter  market or similar market or if they
                           are readily  liquidatable  money market  instruments,
                           (2) the value as calculated under any bylaw provision
                           or agreement  to which the Venture  Entity is a party
                           that  establishes a valuation  method with respect to
                           said securities,  or (3) there book value as computed
                           under  this  provision   from  financial   statements
                           obtained  from  the  issuer  but  if  no  current  or
                           sufficient financial information can be obtained from
                           the issuer  then,  the cost basis for the  securities
                           shall be used.

                  g)       The  Venture  Entity's  "book  value"  shall mean the
                           difference   between  its  total   assets  and  total
                           liabilities as herein determined.  The book value per
                           share shall be  determined by dividing the book value
                           of  the  Venture  Entity  by  the  number  of  shares
                           outstanding on the valuation date.

11.3.2 Weighted  Capitalization  of Earnings:  The price per share calculated as
seven (7) times the  quotient  determined  by dividing by fifteen the sum of the
following  products and dividing the result by the number of outstanding  shares
as of the date of the event giving rise to the  termination:  five times the net
profit or loss of the most recent fiscal year before the termination  under this
Agreement;  four times the net profit or loss of the second most  recent  fiscal
year;  three times the net profit or loss of the third most recent  fiscal year;
twice the net profit or loss of the fourth most recent fiscal year;  and the net
profit or loss of the fifth most recent  fiscal year.  If the  valuation is made
prior to the end of the fifth  fiscal year of  Operations,  then the earnings or
losses for each year shall be  multiplied  according  to the above  calculations
through the first fiscal year with the  resulting sum being divided by the total
of the multipliers  used. The net profit or loss for any fiscal year shall be as
disclosed  on the Venture  Entity's  statement  of profit and loss for that year
except that:

                  a)       Capital  gains or  losses  shall be  computed  at 100
                           percent;

                  b)       No adjustment  shall be made for loss  carry-backs or
                           carry-overs.

11.3.3 Return on Investment. The price per share calculated as Affiliate's basis
in the share  increased at the rate of ten percent  (10%) per year from the date
of purchase to the date of the event giving rise to termination.

11.3.4 Look Back Capitalization of Earnings: For three years following the event
causing the termination,  the price per share shall be recalculated at the close
of each  financial  quarter.  The price per share  shall be  recalculated  as an
amount equal to five and one half (5.5) times the aggregate of the corporation's
net losses  and  profits  during  that  quarter  divided by the number of shares
outstanding  as of the last day of the  quarter  and  appropriately  adjusted to
account for any  intervening  stock split or reverse split.  At the close of the
twelfth  financial  quarter the average price per share for the twelve  quarters
shall be determined and this average shall be used as the Look Back value of the

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<PAGE>

shares. Any additional  compensation owed to the Seller as a result of this look
back  calculation  shall be paid to the Seller in  accordance  with the  payment
provisions  herein.  The net profit or net loss for any fiscal  year shall be as
disclosed  on the  statement  of profit and loss of the Venture  Entity for that
year except that:

                  a)       Capital  gains or  losses  shall be  computed  at 100
                           percent;

                  b)       No adjustment  shall be made for loss  carry-backs or
                           carry-overs.

11.4   Buy/Sell Offer Option: In the event OPC fails to notify  Affiliate of its
intention  to exercise its Option  under  Section 11.2 above within  thirty (30)
calender days following the Option  Commencement Date, then Affiliate shall have
the option to set a single  price per share at which it is willing to either buy
all of OPC's shares or sell all of its shares in the Venture  Entity.  Affiliate
shall notify OPC of its intention to present a Buy/Sell Offer within twenty (20)
calender  days  after the lapse of OPC's  option  rights.  Affiliates  option to
present a Buy/Sell  offer to OPC will  terminate  at the end of the twenty  (20)
calender day option period.

11.4.1 License,  Terms of Trade and Terms of Service Agreements:  Within fifteen
(15) calender days after being  notified by Affiliate of its intention to make a
buy/sell offer, OPC shall present Affiliate with the agreements listed below.

                  a)       License   Agreement   setting  forth  the  terms  and
                           conditions  under which  Affiliate will be allowed to
                           utilize  the  Know-how,  Studies and  Information  in
                           conducting  Operations  in  the  Operating  Territory
                           which terms and  conditions  will be consistent  with
                           the  intellectual  property  provisions of this Joint
                           Venture Agreement but including a reasonable  ongoing
                           royalty to OPC.

                  b)       Terms of Trade Agreement  setting forth the terms and
                           conditions  under which  Affiliate will be allowed to
                           purchase  OPC  Integrated  Water / Power  Systems and
                           Spares for use within the Operating  Territory  which
                           Terms of  Trade  shall  be  consistent  with the then
                           existing OPC terms of Trade.

                  c)       Terms of Service  Agreement  setting  forth the terms
                           and conditions  under which OPC will provide services
                           to  Affiliate  which  terms  and  conditions  will be
                           consistent  with  the  then  existing  OPC  Terms  of
                           Service.

11.4.2 Presentation  and  Acceptance of the Buy/Sell Offer:  Within fifteen (15)
calender days of receipt of the License Agreement,  Terms of Trade Agreement and
Terms of Service  Agreement,  Affiliate will present OPC with a written Buy/Sell
offer.  OPC will have fifteen (15) calender days to notify  Affiliate in writing
of its acceptance of the offer and its intention to purchase  Affiliates  shares
at the price per share provided for in the Buy/Sell  offer.  If the fifteen (15)
calender day  acceptance  period  expires  without an acceptance  being received
Affiliate then, Affiliate shall be the Purchaser and OPC the Seller.

11.4.3 Closing:  Within fifteen (15) calender days of acceptance or lapse of the
acceptance  period,  whichever  occurs last,  the Seller shall  deposit with the
Venture  Entity's  accountants  all of its  Venture  Entity  share  certificates
endorsed in favor of the Purchaser and Purchaser  shall deposit with the Venture
Entity's accountants the funds or funds and promissory note as the case maybe in
accordance  with the payment  provisions  in Section 11.5 below.  Once the share
certificates and payment  documents have been deposited,  the accountants  shall
deliver  the  funds,  notes and  certificates  to the Seller  and  Purchaser  as

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<PAGE>

appropriate.  Both  Seller  and  Purchaser  shall  defend  and hold the  Venture
Entity's  accountants  harmless  from  any  liability  arising  from its acts in
accordance  with  this  Section  11.4 and shall  share  equally  in  paying  the
accountant's fees in performing these tasks.

11.5   Payment:  At the option of the purchasing Party, the purchased shares may
be paid for in either of the following two fashions

11.5.1 Cash: By wire  transfer of  immediately  available  funds or a certified,
cashier's or other check  acceptable to the selling Party for the full amount of
the compensation less a ten percent (10 %) discount.

11.5.2 Instalments:  By payment of twenty-five percent (25%) of the compensation
amount in cash as described  above with the remaining  amount  payable in twelve
(12) equal  quarterly  payments with  interest on the unpaid  principal at LIBOR
plus 1% adjusted  quarterly.  Said  remainder  will be evidenced by a Promissory
Note in standard form without pre-payment  penalty. The promissory note shall be
secured by the shares being sold.

11.6   Cooperation: The Parties agree to cooperate  fully with each other during
the  termination,  valuation,  payment and transition  process,  to execute such
documents as are  reasonably  necessary  for the  consummation  of all necessary
transactions  and to take no action  that would  devalue  the  Venture  Entity ,
compromise it operations or negatively impact its future prospects.

11.7   Non-Competition:  In the event of  termination,  the selling  Party shall
not,  directly  or  indirectly,  carry on or engage  in,  as an owner,  manager,
operator,  employee,  salesman,  agent,  consultant,  or other participant,  any
Operations or any similar activities in the Operating Territory,  for as long as
the  purchasing  Party,  or any person  deriving  title to the  goodwill  of the
Venture  Entity,  carries  on  Operations  in  the  Operating  Territory.   This
restriction  will terminate five years from the date of the first payment by the
purchasing  Party to the selling  Party in  accordance  with the either  payment
provision .

11.8   Dissolution  and  Winding-Up:  In  the  event  that  this  Joint  Venture
Agreement is terminated and neither Party purchases the Venture  Entity's shares
owned by the other Party,  then the Venture  Entity  shall be dissolved  and its
affairs wound-up as follows:

11.8.1 Procedures During Dissolution. On commencement of dissolution proceedings
the Venture  Entity will cease to carry on business  except as necessary to wind
up its business and  distribute its assets.  The Chief  Executive  Officer,  the
President,  or any Party appointed by the President,  will perform the following
acts, as necessary, to wind up the affairs of the Venture Entity:

                  a)       Employ  agents and attorneys to liquidate and wind up
                           the affairs of the Venture Entity;

                  b)       Continue the business as necessary for the winding up
                           of the affairs of the Venture Entity;

                  c)       Carry out contracts and collect, pay, compromise, and
                           settle  debts and claims for or against  the  Venture
                           Entity;

                  d)       Defend suits brought against the Venture Entity;

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<PAGE>

                  e)       Sue, in the name of the  Venture  Entity for all sums
                           due to  the  Venture  Entity  or  recover  any of its
                           property;

                  f)       Collect any amounts owing on  subscriptions to shares
                           or recover unlawful distributions;

                  g)       Sell at public or private sale, exchange,  convey, or
                           otherwise dispose of all or any part of the assets of
                           the Venture  Entity for cash in an amount  considered
                           reasonable   by   the   President,   or  his  or  her
                           appointee(s); and

                  h)       Make  contracts and take any steps in the name of the
                           Venture  Entity that are  necessary or  convenient in
                           order to wind up the affairs of the Venture Entity.

11.8.2 Distribution of Assets on Winding-up.   The President, or the President's
appointee(s),  will  apply  the  assets  of the  Venture  Entity in the order as
established  below.  For the purposes of this paragraph,  assets  distributed in
kind will be valued at their fair  market  value as of the date of the  proposed
distribution,  determined  in good  faith by the  President  or the  President's
appointee(s).

                  a)       To all debts and liabilities of the Venture Entity in
                           accordance  with the law,  including  the expenses of
                           dissolution and liquidation,  but excluding any debts
                           to a Shareholder;

                  b)       To all senior debts to a  Shareholder  in  accordance
                           with the terms of any subordination agreement;

                  c)       To the accrued and unpaid interest on  unsubordinated
                           debts to a Shareholder;

                  d)       To  the  principal  of  unsubordinated   debts  to  a
                           Shareholder;

                  e)       To undistributed net profits of the Venture Entity

                  f)       To repayment  of the purchase  price of the shares of
                           the Venture Entity actually paid by each Shareholder;
                           and finally,

                  g)       To the  Shareholders  in  proportion to the number of
                           shares of the Venture Entity held by each.


11.9   Survival:  All  provisions  in  this  Joint  Venture  Agreement  and  the
Additional  Documents  relating  to the  confidential  nature and limited use of
Know-how,  Trademarks,  Studies and Information,  all non-competition provisions
and all  provisions  which  by  their  nature  are  intended  to  operate  after
termination, shall survive the Termination.

ARTICLE TWELVE: Settlement of Operating Committee Deadlock

12.1  Expertise:  Should the Operating  Committee be unable to obtain  unanimous
approval of the Venture  Entity's  annual business plan at the request of either
Party,  the proposed  business plan shall be submitted for decision to an expert

                                       16
<PAGE>

appointed by mutual agreement.  Failing agreement on such an appointment  within
five  calender  days (5)  following  the  request  from either of the Parties to
consult expert advice, the more diligent of the two Parties may have recourse to
the International Centre for Expertise of the International  Chamber of Commerce
in accordance with the rules on technical  expertise made by the latter.  Unless
by agreement  between the Parties,  the expert appointed by the Centre should be
able to  speak  English  and  shall  be from a  nationality  different  from the
Parties.  The Parties  undertake to accept the decision of the expert.  Costs of
the expertise shall be borne equally by the Parties to the dispute.

ARTICLE THIRTEEN: Arbitration

13.1   Arbitration: Except  with  respect to  specific  issues as  described  in
Sections  13.2 and 13.3 below,  all disputes  between  OPC,  the Venture  Entity
and/or  Affiliate which can not be resolved first by good faith  negotiation and
then by ICC conciliation procedures, will be resolved by a single ICC arbitrator
in accordance  with the then current ICC arbitration  rules and  facilities.  No
arbitrator  will  be  of  the  same  nationality  as  the  contestants  and  the
arbitration  proceedings  will be conducted in the English  language and held in
London unless a different venue is agreed to by the Parties.

13.2   Disputes Concerning  Sums  and  Quantities  (Baseball  Arbitration):  All
disputes within the Venture Entity and/or between OPC, the Venture Entity and/or
Affiliate  concerning  sums or quantities  which are not resolved  first by good
faith  negotiation  and  then  through  ICC  conciliation  proceedings  will  be
submitted to a single ICC arbitrator.  Each party shall submit to the arbitrator
and exchange with each other in advance of the hearing their last,  best offers.
The arbitrator shall be limited to awarding only one or the other of the figures
submitted If the dispute concerns contract interpretation and/or other issues as
well as sums and/or  quantities,  the arbitration  should be bifurcated with the
arbitrator  first  arbitrating and rendering his or her decision with respect to
the non-sums/quantities  issues in accordance with standard ICC rules and, after
allowing the Parties a reasonable  opportunity  to submit to the  arbitrator and
exchange with each other their last,  best offers,  the  arbitrator  shall award
only one or the other of the figures submitted.

13.3   License,  Operations  and  Affiliate  Termination:  Disputes in which any
Party claims a right to terminate a License, the Venture Entity , Venture Entity
Operations,  or this Joint  Venture  Agreement  which  cannot be resolved  first
through good faith  negotiation  and then through ICC  conciliation  proceedings
will be submitted to a three member ICC  arbitration  panel.  Sums or quantities
issues  resulting  from such  terminations  will be excluded  from the  baseball
arbitration requirement of Section 13.2 above.  Arbitration decisions concerning
such  terminations  shall  be  appealable  to a  second  panel,  constituted  in
accordance with the ICC rules which appeal panel shall have the power to adopted
the  initial  decision,  modify the  initial  decision,  or  substitute  its own
decision but such modification or substitution shall only be allowed in order to
correct clear errors of law or clear and  convincing  errors of fact. The appeal
panel shall have the authority to order such interim  relief during the pendency
of the appeal as it deems  just and  proper.  The award of the  appeal  tribunal
shall be final and  binding,  and  judgment  may be entered by any court  having
jurisdiction thereof.

13.4   Remedies: The  Parties  waive any right to claim or  receive  an award of
punitive or exemplary  damages by way of arbitration  or other legal  proceeding
against each other or the Venture Entity.  The Secretariat of the  International
Court of  Arbitration  of the ICC,  the  arbitrator  and/or the  chairman of the

                                       17
<PAGE>

arbitration panel shall be empowered to order emergency interim relief by way of
injunction or similar  equitable  relief which  emergency  interim relief may be
ordered  whenever  appropriate  including  before  or  during  any  conciliation
process.

13.5   Reasoned Decisions and Enforceability: All decisions in every arbitration
will be reasoned. All arbitration decisions are final, non-appealable (except as
set forth in Section  13.3).  The  Parties  agree to take  whatever  actions are
ordered  by an  Arbitration  Decision,  to  refrain  from  such  actions  as are
precluded by an  Arbitration  Decision  and to allow  judgement to be entered in
accordance with any Arbitration Decision in any Court of competent jurisdiction.

13.6   Attorney's  fees and  costs: Should  any  litigation  or  arbitration  be
commenced  between the parties to this Agreement  concerning this Agreement,  or
the rights and duties of the parties in relation  to this  Agreement,  the party
prevailing in such litigation or arbitration  shall be entitled,  in addition to
such other relief as may be granted, to a reasonable sum for attorneys' fees and
costs in  connection  with such  litigation or  arbitration,  which sum shall be
determined by the trier of fact in such litigation or arbitration.

ARTICLE FOURTEEN: Amendment of Joint Venture Agreement

14.1   Written  Amendments:  Provisions in this Joint Venture Agreement may only
be amended by an additional clause drawn up between the Parties.

14.2   Periodic  Review and  Modification:  Not less than once every  thirty-six
(36) months the  Operations  Committee  shall meet for the purpose of discussing
the terms and  conditions  of this Joint Venture  Agreement  and the  Additional
Documents to ascertain their continued effectiveness and fairness. To the extent
that any such term or condition or  combination  thereof is  determined  to have
become  ineffective  or unfair the Parties agree to negotiate  diligently and in
good faith to reach  agreement  on  amendments  or  modifications  to this Joint
Venture  Agreement  and/or the Additional  Documents as are deemed  necessary to
overcome any ineffectiveness or unfairness that has developed.

ARTICLE FIFTEEN:  Duration of Joint Venture Agreement

15.1   Duration: This Joint Venture Agreement and any amendments or replacements
of it shall be valid as long as the Parties jointly conduct  Operations  through
the Venture  Entity or otherwise and until all accounts  between the Parties are
still to be finally settled.

ARTICLE SIXTEEN: Notification

16.1   For the  purposes of this Joint  Operating  Agreement,  any notice may be
given by  messenger,  in writing  (express air mail,  post paid) or by facsimile
from one Party to the other and received at the following addresses:

Ocean Power Corporation:                                      Affiliate
5000 Robert J. Mathews Parkway
El Dorado Hills, CA (USA)  95672
Tel:     916-933-8100
Fax:     916-933-8177

16.2   If any Party  changes its address,it shall notify the other by registered
letter with acknowledgment of receipt.

                                       18
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ARTICLE SEVENTEEN:  Severability

17.1 Should any portion or  provision of this  Agreement be declared  invalid or
unenforceable  in any  jurisdiction,  then such  portion or  provision  shall be
deemed to be severable from this Agreement as to such jurisdiction  (but, to the
extent  permitted by law, not  elsewhere)  and shall not affect the remainder of
this  Agreement  unless,  enforcement  of the  Agreement  without  the  affected
provision  would deny either  Party a  fundamental  benefit of the  Agreement in
which case the Agreement will be amended to remedy such lose.

ARTICLE EIGHTEEN:  Waiver

18.1 No waiver of any  obligation  of either party  hereto under this  Agreement
shall be effective  unless in writing,  specifying such waiver,  and executed by
the  other  party.  A waiver  by either  party  hereto  of any of its  rights or
remedies under this Agreement on any occasion shall not be a bar to the exercise
of the same right or remedy on any subsequent  occasion or of any other right or
remedy at any time.

ARTICLE NINETEEN: Interpretation

19.1 Headings and Titles: The designation of a title, or a caption or a heading,
for each section of this  Agreement is for the purpose of  convenience  only and
shall not be used to limit or construe the contents of this Agreement.

19.2 Presumptions:   Because both parties hereto have  participated  in drafting
this  Agreement,  there shall be no presumption  against any party on the ground
that such party was responsible for preparing this Agreement or any part of it.

19.3 Counterparts:   This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.

19.4 Complete Agreement:  This Agreement and the Additional Documents constitute
the complete  understanding  of the Parties  regarding the subject matter hereof
and supersede all prior or  contemporaneous  agreements of the parties,  whether
written or oral.

ARTICLE TWENTY: Warranty of Authority:

20.1 Each Party  warrants  that it has the power to enter into  and perform this
Agreement;  and this  Agreement's  execution  has been  duly  authorized  by all
necessary corporate action.



<PAGE>


Ocean Power Corporation
Date:  2/23/01
By: /s/ Joseph Maceda
---------------------
        Joseph Maceda, President

Caribbean Water & Power, Inc.
Date:    Oct.5, 2000
By: /s/ G. Brian Longpre
------------------------
        G. Brian Longpre, Pres.



<PAGE>
ATTACHMENT 1 TO THE JOINT VENTURE AGREEMENT BETWEEN OPC AND CARIBBEAN WATER AND
POWER


                                 ATTACHMENT ONE
                     To the Joint Venture Agreement between
              Ocean Power Corporation and Caribbean Water & Power

"Operating Territory" refers to the following countries:

a.   Antigua and Barbuda                    o.    Anguilla
b.   The Bahamas                            p.    British Virgin Islands
c.   Barbados                               q.    Turks and Caicos Islands
d.   Belize                                 r.    Puerto Rico
e.   Dominica                               s.    U.S. Virgin Islands
f.   Grenada                                t.    Dominican Republic
g.   Jamaica                                u.    Haiti
b.   Montserrat                             V.    Cuba
i.   St. Kitts and Nevis                    W.    Martinique
j.   St. Lucia                              x.    Grand Cayman
k.   St. Vincent and the Grenadines         y.    St. Barts
1.   Suriname                               z.    Bermuda
m.   Trinidad                               aa.   Aruba & Curaca
n.   Tobago                                 bb.   Guyana



Ocean Power Corporation                     Caribbean Water & Power, Inc.

Date: 2/23/01                               Date: Oct. 5, 2000

By: /s/ JP Maceda                           By: G. Brian Longpre
-----------------                           --------------------
        JP Maceda, President                    G. Brian Longpre, President
--------------------------------------------------------------------------------
        Print or type name and title            Print of type name and title

Attachment One
Joint Venture Agreement
Ocean Power Corporation
Caribbean Water & Power



<PAGE>