EXHIBIT 10.14


                        Memorandum of Understanding (MOU)
                                     between
             Battelle Memorial Institute, Pacific Northwest Division
                                       and
                             Ocean Power Corporation

A. Purpose
   -------

The purpose  of this  Memorandum  of  Understanding  (hereinafter  "MOU") is to
establish a collaborative  relationship  between  Battelle  Memorial  Institute,
Pacific Northwest Division (hereinafter 'Battelle"), and Ocean Power Corporation
(hereinafter "Ocean Power").  The goal of this MOU is to facilitate the parties'
evaluation of ozone generators that were developed by Kharkiv Physical Technical
Institute  ("KIPT") under a contract  between  Battelle and KIPT,  funded by the
U.S.  Department of Energy (DOE) Initiatives for Proliferation  Prevention (IPP)
Program.

B. Activities
   ----------

1. Under  the  terms of a (1)  Non-Disclosure  Agreement  between  the  parties,
   effective  August 4, 2000 and (i1) Government  Furnished  Property  Agreement
   between  the  parties,  effective  October  6, 2000,  Battelle  will ship and
   deliver to Ocean Power three (3) ozone generators developed by KIPT.

2. Ocean Power will develop  field tests to  determine  the efficacy of the KIPT
   ozone generators in various commercial applications.

3. Battelle will provide to Ocean Power all KIPT reports and any other pertinent
   documents related to the KIPT ozone generators, subject to KIPT's approval,

4. Ocean Power will test the KIPT ozone  generators over a two (2) month period,
   which shall  begin upon their  receipt of the ozone  generators.  Ocean Power
   will then provide Battelle with a written  evaluation and data within one (1)
   month after Ocean Powers completion of such tests.

5. Battelle will review the written  evaluation and data provided by Ocean Power
   and will develop a path forward,  which may include a Thrust II project under
   the IPP Program,   an IPP CRADA,  license  negotiations  compatible  with the
   licensing terms of the IPP Program, or other business arrangement between the
   parties.

<PAGE>

C. Expenses
   --------

Each party shall bear its own costs incurred in performance of this MOU,  unless
other  arrangements are agreed to in writing by the parties.  This MOU shall not
be used by either party to obligate or commit funds.

D. Intellectual Property
   ---------------------

No rights of any kind  whatsoever in any invention,  copyright,  trade secret or
any other  form of  intellectual  property  (collectively  defined  as "IP") are
granted or transferred under this MOU.

E. No Additional Commitments
   -------------------------

This MOU is not intended to limit or restrict activities of any sector, business
unit, division,  subsidiary or affiliate of the parties. Other organizations may
be invited to participate through a subcontract or other arrangement with either
of the parties in pursuing the activities described in this MOU.

Nothing  contained in this MOU is intended to preclude either party from quoting
and  offering for sale,  or from selling to others,  any item or service that it
may otherwise offer for sale now and In the future.

F. No Agency
   ---------

This MOU is not intended to directly or  indirectly  constitute,  create or give
effect  to,  or  otherwise  imply a  joint  venture,  corporation,  partnership,
contract or any form of formal  business  entity,  other than the  collaborative
relationship set forth herein. Each party to this MOU will act as an independent
contractor.  Neither party to this MOU is intended to have, or is granted by the
other party,  any  authority  or control over the other party,  nor shall either
party have the power to bind the other party.  Nothing  contained in this MOU is
intended  to be  construed  as  providing  for the  sharing of profits or losses
arising from the efforts of either of the parties hereto.

G. Publicity and Publications
   --------------------------

Press releases, media announcements,  and advertising by the parties, pertaining
to this MOU, or the activities hereunder,  shall be mutually approved in writing
by the parties  prior to release.  The Battelle name and Battelle logo shall not
be used without the express prior written consent of Battelle.

<PAGE>


H. Points of Contact
   -----------------

Primary points of contact between the Parties under this MOU are as follows.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
<S>              <C>                                <C>
Regular          Ocean Power Corporation            Battelle, Pacific Northwest Division
Mail             ATTN: Robert Campbell              ATTN: Patricia Godoy-Kain
(POC)            500 Robert J. Mathews Parkway      Mailstop K8-46
                 El Dorado Hills, CA 95762          P.O. Box 999
                                                    Richland, WA 99352
----------------------------------------------------------------------------------------
Over-            same as above                      Battelle, Pacific Northwest Division
night                                               ATTN, Patricia Godoy-Kain
Delivery                                            Mailstop K8-16
(POC)                                               902 Battelle Blvd.
                                                    Richland, WA 99352
----------------------------------------------------------------------------------------
Phone            (916) 933-8100                     (509) 372-4320
----------------------------------------------------------------------------------------
Facsimile        (916) 933-8177                     (509) 372-4316
----------------------------------------------------------------------------------------
E-Mail           rlcampbell@powerco.com             patricia.godoy-kain@pni.gov
----------------------------------------------------------------------------------------
</TABLE>

I. Term of MOU
   -----------

This MOU may be  terminated  at any time by  either  party for any  reason  upon
written  notice to the other party.  The MOU will  automatically  expire six (6)
months from the effective  date of this MOU,  unless  extended by written mutual
consent.  The  effective  date of this MOU shall be the date signed by the party
loot  signing  this MOU.  All  modifications  to this MOU will be in writing and
signed by both parties,

This MOU constitutes the only agreement between the parties,  and represents the
entire agreement on this subject.

Battelle Memorial Institute                   Ocean Power Corporation
Pacific Northwest Division

By: /s/ Karen L. Hoewing                      By: /s/ J. Michael Hopper
------------------------                      -------------------------

Printed Name: Karen L. Hoewing                Printed Name: J. Michael Hopper

Title:  Contracting-Officer                   Title:  (illegible)

Date:   October 11, 2000                      Date:   October 12, 2000