EXHIBIT 10.17

                               HEADS OF AGREEMENT
                                     Between
                             OCEAN POWER CORPORATION
                                       And
                               CIMA CAPITAL, LLC.

This Heads of  Agreement  ("Agreement")  is entered into this 30th day of March,
2000,  by and between OCEAN POWER  CORPORATION,  a Delaware  U.S.A.  corporation
("OPC"),  and  CIMA  CAPITAL,  LLC.  a  California  Limited  Liability  Company,
("Territory Affiliate").

RECITALS
--------

         WHEREAS,   OPC  has  enhanced  and/or   integrated   various   existing
technologies  for the  purpose of  modular  water and power  production,  and is
developing new systems, sub-systems and technologies for modular water and power
production (collectively "OPC Water and Power Systems), and

         WHEREAS,  Territory  Affiliate desires to market and sell the water and
power produced by OPC Water and Power Systems, and

         WHEREAS,  OPC and Territory  Affiliate intend to enter into discussions
for the purpose of  determining  mutually  agreeable  terms of an Affiliation to
purchase, assemble,  construct, install, own, operate and maintain OPC Water and
Power Systems in the Operating Territory and market and sell the water and power
produced therefrom, and

         WHEREAS,  it is contemplated that OPC will derive profits from the sale
of OPC Water and Power  Systems and related  services and that OPC and Territory
Partner  will each derive  income  from the sale of water and power  produced by
said systems; and

         WHEREAS,  OPC  and  Territory  Affiliate  desire  to  set  forth  their
intentions to negotiate the terms of the proposed Affiliation.

         NOW,  THEREFORE,  the parties confirm the following  understandings and
intentions.

1.       Purpose of Affiliation
The  purpose  of  the  proposed  Affiliation  includes  the  finance,  purchase,
assembly,  construction,   installation,  integration,  testing,  commissioning,
operation  and  maintenance  of OPC  Water  and Power  Systems  in  Mexico  (the
"Operating Territory") and the marketing and sale of water and power produced by
said systems.

2.       Structure of the Affiliation
The Parties shall  discuss and negotiate in good faith the terms and  conditions
of a Joint Venture Effected In Part Through a Jointly Owed Entity With Exclusive
Rights in the Operating  Territory  (hereinafter the Affiliation)  including the
structure,  documentation and operation of the Affiliation. The parties shall be

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<PAGE>

under  no  obligation  to  enter  into any  definitive  agreements,  but if such
negotiations  are  successful  the parties  contemplate  entering  into  several
agreements as necessary to establish and operate the  Affiliation  in accordance
with the Affiliate System Guidelines attached hereto as Exhibit 1.

3.       Formation Procedure (Joint Venture Entity with Exclusive Territory)

         (a)      Immediately  upon  execution  of  this  Agreement,   Territory
                  Affiliate  shall engage the services of an attorney,  licensed
                  to  practice  law in the  Operating  Territory  to  prepare an
                  initial  draft  of  the  governance  documents  for a  Limited
                  Liability  Entity  (Venture  Entity)  in which OPC will have a
                  significant minority ownership position.  The specific form of
                  the  Venture  Entity  and its  governance  documents  shall be
                  chosen  and  drafted  so as to  give  maximum  effect  to  the
                  Critical   Principles   contained  in  the  Affiliate   System
                  Guidelines.

         (b)      Immediately  upon  execution  of  this  agreement,  OPC  shall
                  prepare initial drafts of a Joint Venture  Agreement,  License
                  and  Terms  of  Trade  and  Terms  of  Service  Agreements  in
                  accordance with the Affiliate System Guidelines.

         (c)      Immediately upon execution of this agreement OPC and Territory
                  Affiliate  shall each designate an individual  responsible for
                  developing  the initial  business plan for the Venture  Entity
                  which two  individuals  will work  cooperatively  to develop a
                  business  plan  in  accordance   with  the  Affiliate   System
                  Guidelines.

         (d)      Within fifteen (15) days after  completion and  circulation of
                  the  initial  draft  documents  referred to in  sub-parts  (a)
                  through  (c) above and in no event  later than sixty (60) days
                  after execution of this Agreement,  the Parties shall meet and
                  confer  with  respect  to  the  progress  being  made  in  the
                  formation   procedures,   difficulties   or  issues   impeding
                  completion  of the  Affiliation  and shall  confirm in writing
                  their   continued   desire  to  negotiate  and  establish  the
                  Affiliation in accordance with the understandings expressed in
                  this Heads of Agreement or any amended understandings as shall
                  be mutually agreed upon.

4.       Pre-formation Costs
Each  party  shall  bear its own  costs  and  expenses  in  connection  with the
negotiation  of the  definitive  agreement  pertaining  to the  formation of the
Affiliation,  including  attorney's  and  accountant's  fees,  except  that  all
reasonable  costs and expenses  incurred in connection with the formal licensing
of the Venture with the  appropriate  governmental  authorities in the Operating
Territory  shall be  reimbursed  by the  Venture  Entity to the party  which has
incurred any such cost or expense.

5.       Confidentiality
The contents of this Heads of Agreement and the  transactions  described  herein
and all information  exchanged or disclosed by or between the Parties during the
negotiations and related due diligence  investigations shall not be disclosed by
either party or its affiliates  without the written  consent of the other party,

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except that (i) information  required to be disclosed by any legal process or by
the laws or  regulations  in the U.S.A.  and/or the  Operating  Territory may be
disclosed as so required,  and (ii)  information  may be disclosed to directors,
officers, employees, consultants, financial advisors, accountants, or lawyers of
or for  the  Parties  as  necessary  in the  negotiation  and  formation  of the
Affiliation and for no other purpose.

6.       Governing Law
The Parties agree that this Heads of Agreement  shall be governed by the laws of
California.

7.       Effective Date
This Heads of Agreement  shall be effective as of the date of its  execution and
delivery by the parties hereto.

8.       Counterparts
This  Heads  of  Agreement  may be  executed  simultaneously  in any  number  of
counterparts,  each of which when so executed and delivered shall be taken to be
an original,  but such  counterparts  shall together  constitute but one and the
same document.

9.       Dispute Resolution
In the  event of any  dispute  between  the  parties  relating  to the  Heads of
Agreement,  the matter,  upon written request of either party, will be submitted
to  the  designated   senior  executives  of  both  OPC  and  Territory  Partner
respectively,  who will  promptly  meet and  confer  in a good  faith  effort to
resolve such dispute or  disagreement.  Any decision of such  executives will be
final and binding on the parties. Either party may terminate such discussions at
any time.

Ocean Power Corporation                          Territory Affiliate


Date:  30 March 2000                             Date: 30 March 2000



/s/ Robert L. Campbell                           /s/ Carl Fricke
----------------------                           ---------------
    Robert L. Campbell, Vice President               Carl Fricke, CEO


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OPC AFFILIATE SYSTEM GUIDELINES


                            Ocean Power Corporation
                          Affiliate System Guidelines

                                       I

                                     Purpose

Ocean Power Corporation's  Mission: The mission of Ocean Power Corporation is to
become the worlds  leading  manufacturer  of modular water and power  generation
systems.

Affiliate System's Mission: The mission of the OPC Affiliate System is to become
the worlds  leading  provider of potable  water and electric  power  produced by
modular water and power generation systems.

Affiliate System  Integrity:  OPC desires to establish and maintain an Affiliate
System (a) whose business  operations are conducted in accordance  with all laws
and  regulations  in effect  in each  operating  territory,  and (b) in a manner
consistent  with  internationally  accepted  standards  of  fair  and  equitable
business practices.

Affiliate System Efficiency:  OPC desires to establish and maintain an Affiliate
System which  advances  and  improves  technology  and  business  practices  and
implements such advances and  improvements  throughout the Affiliate System such
that OPC and each of its  Affiliates  operate  in  accordance  with best  global
practices  as  appropriately  applied  within the  particular  legal,  cultural,
economic and political framework of each Operating Territory.

Flexible  Standardization:  OPC recognizes  the  tremendous  diversity of legal,
cultural,  economic and political  frameworks in which its Affiliate System will
operate and that the structure,  documentation and operation of its Affiliations
will necessarily vary to accomodate the legal, cultural,  economic and political
framework of each Operating Territory.  Nonetheless and regardless of whether an
Affiliation takes the form of an exclusive co-owned venture entity, exclusive or
nonexclusive  distribution  or sales agreement or some other form; the structure
documentation  and operation of each  Affiliation must promote and implement the
OPC Mission,  the  Affiliate  System  Mission,  Affiliate  System  Integrity and
Affiliate  System  Efficiency.  To that end, OPC has developed  these  Affiliate
System Guidelines which set out the Critical  Principles to be incorporated into
each  Affiliation's  structure,  documentation and operation in such fashion and
through such devises as are most  appropriate to the form of the Affiliation and
the  legal,  cultural,  economic  and  political  frameworks  in  the  Operating
Territory.

                                       II
                              INTELLECTUAL PROPERTY

Goals: System Efficiency demands the stimulation of advances and improvements in
technology and business  practices and requires that all resulting  advances and
improvements and best global practices be shared and implemented  throughout the
Affiliate  System.  System  Efficiency is best served by OPC being recognized as
the worlds leading manufacturer of modular water and power production systems so

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<PAGE>

that each  Affiliate  is able to trade on OPC's  reputation  while  establishing
itself as a leading provider of water and power in its Operating  Territory.  To
accomplish these goals the following Critical  Intellectual  Property Principles
and such other provisions as are necessary to fully implement these Intellectual
Property goals will be firmly  incorporated  into the structure,  documentation
and operation of each Affiliation.

Preferred  Embodiment  in most  instances  the  Critical  Intellectual  Property
Principles  will be  contained  in a License  Agreement  and/or a Terms of Trade
Agreement.   However,  in  jurisdictions  where  license,   franchise,   agency,
distributorship,  intellectual  property or other regulations  negatively impact
the  breadth  and/or  enforceability  of these  Critical  Intellectual  Property
Principles when so embodied,  they may be included in a Joint Venture Agreement,
an Affiliation Agreement or such other devises as mutually agreed

Critical Principle Number 1
Ownership  of  Know-how:  A11  information  and devises  relating to the design,
manufacture,   integration,  assembly,  shipping,  construction;   installation,
operation and maintenance of water and power  producing  systems and sub-systems
is and will  remain the sole and  exclusive  property  of OPC and  licensed to a
Venture  Entity  and/or  Affiliate to the extent  necessary to  effectuate   the
Affiliation.

Critical Principle Number 2
Trademarks: All words, names, symbols, dress and devices by which OPC's products
and/or services are or can be  distinguished  from products and/or  services- of
others will be considered  OPC's Trademarks and are and will remain the sole and
exclusive  property  of OPC and will be  licensed  to a  Venture  Entity  and/or
Affiliate to the extent  necessary to allow optimum  marketing  benefit from the
affiliation with OPC.

Critical Principle Number 3
Grant Back: All rights to  improvements,  advances and  derivative  technologies
and/or processes created or discovered by or through an Affiliation  relating to
the  design,  manufacture,   integration,   assembly,  shipping,   construction.
installation, operation and/or maintenance of water and power producing systems,
sub-systems or related activities and practices will be irrevocably granted back
to OPC and will be included  in the  Know-how  in order that such  advances  and
improvements  and  best  global  practices  can  be  appropriately   shared  and
implemented  throughout  the Affiliate  System.  OPC will consider  developing a
compensation  plan or policy for inventors in order to encourage the development
of  improvements,  advances and derivative  technologies  consistent  with these
critical principals.

Critical Principle Number 4
Grant  Forward:  Any rights given in an  Affiliation to utilize any OPC Know-how
will include the right to utilize any  improvements,  advances,  and  derivative
technologies  and processes of said Know-how  including  such as are obtained by
OPC through its Grant Back rights.

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<PAGE>

Critical  Principle  Number 5
Acknowledgment and Challenge: Affiliates will acknowledge OPC's ownership of the
Know-how and Trademarks and any act by an Affiliate which challenges or contests
OPC's ownership of any  Know-how and/or Trademark will be considered  grounds to
terminate the  Affiliation  and any  Affiliate  operations.

Critical  Principle Number 6
Approved Water and Power Production  Systems:  Affiliates will not be allowed to
trade in or utilize water or power production systems, sub-systems,  components,
accessories, connections, designs or operating techniques other than as produced
or approved for use by OPC which approval will not be unreasonably withheld.

Critical  Principle Number 7
Confidentiality and Use: All Affiliates will agree to keep all Know-how which is
disclosed to them or which otherwise  comes into their its possession,  strictly
confidential  and to  utilize  said  know-how  only to the extent  necessary  to
fulfill their obligations in accordance with the terms of the Affiliation. These
confidentiality  and limited use obligations  will survive any termination of an
Affiliation.

                                      III
                                   Performance

Goals:  In  order  to  accommodate  legal,  cultural,   economic  and  political
frameworks in each Operating  Territory,  some Affiliates will allow significant
operational   authority  and/or  control  to  be  exercised  by  the  Affiliate.
Nonetheless,  System  Efficiency and System Integrity  requires that performance
standards  be  maintained  in  order  to  promote  the  development  of the  OPC
Trademarks  and protect  the  goodwill  residing  therein;  promote  appropriate
implementation  of  best  global  practices;   and  assure  adequate  continuous
dedication to market  penetration and service.  Additionally,  System  Integrity
requires  that  OPC  retain  certain   oversight  rights  in  order  to  prevent
inappropriate  diversion of resources or activities  inconsistent with generally
accepted  international  standards of fair and equitable business practices.  To
that end the following Critical Performance Principles and such other provisions
as are necessary to fully  implement  these  Performance  goals,  will be firmly
incorporated into structure, documentation and operation of each Affiliation.

Preferred Embodiment: In most instances the Critical Performance Principles will
be implemented  through an Affiliation  Agreement,  License Agreement,  Terms or
Trade  and/or  the  governance  documents  of  a  Venture  Entity.  However,  in
Territories where license, franchise, agency, distribution,  corporate, or other
regulations prevent or impede full enforcement or expression,  of these Critical
Performance  Principles  in that  fashion,  other  devises  will be  established
through negotiation and mutual agreement.

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<PAGE>

Critical Principle Number 8
Market  Penetration:  OPC and all Affiliates  will agree to minimum  investment,
marketing  and  government  relations  activities,  and  minimum  purchases  and
operating volumes to be achieved and maintained. Provision will be made for loss
of exclusivity;  removal and/or replacement of the Affiliate;  reorganization of
any Venture Entity, termination of any applicable License(s); and/or termination
of any Affiliation  and/or Affiliate  operations in the event that the Affiliate
Consistently  fails  to  achieve  or  maintain  the  agreed  market  penetration
requirements after being provided a grace period for curative action.

Critical Principle Number 9
Return on Capital Assets:  Provision will be made to ensure that  all Affiliates
act in a fashion  designed to achieve the highest  possible  returns through the
sale of water and power consistent with reasonable business judgement, short and
long term market penetration  strategies and economic and regulatory  conditions
in their  Operating  Territory.  Provision will be made for loss of exclusivity;
removal  and/or  replacement  of the  Affiliate;  reorganization  of any Venture
Entity;  termination of any  applicable  License(s);  and/or  termination of any
Affiliation  and/or  Affilate  operations  in the event an  Affiliate  acts in a
fashion materially inconsistent with that objective.

Critical Principle Number 10
Solvency  and   Qualification:   Provision  will  be  made  for  removal  and/or
replacement  of  any  Affiliate;   reorganization   of  any  Venture   Entities;
termination  of any  applicable  License(s);  recapitalization  of  any  Venture
Entities;  and/or termination of any Affiliation and/or Affiliate  operations in
the  event  that  a  Venture  Entity  and/or  Affiliate   becomes  insolvent  or
disqualified  from  conducting any of its necessary  functions in  the Operating
Territory.

Critical Principle Number 11
Systems  Maintenance  and  Operation:  Provision will be made to ensure that all
Affiliates  who have system  operation or maintenance  obligations  perform said
obligations in accordance  with all then current OPC  maintenance and operations
documents  and for  appropriate  remedies  in the event of claims  arising  from
system failures or OPC non-performance.

Critical Principle Number 12
Extraterritorial Operations: Provision will be made to preclude Venture Entities
and/or  Affiliates  from seeking water or power sales or  establishing  water or
power  operations  outside their Operating  Territory but allowing and promoting
cooperation   between   Affiliates  and  the  sharing  of  opportunities   among
Affiliates.

Critical Principle Number 13
Business Plan Approval: On an annual basis all Affiliates will prepare for OPC's
review and  approval,  a business  plan  detailing  the  Venture  Entity  and/or
Affiliates  projected income and expenses,  marketing,  sales,  construction and
maintenance  activities,  staffing and such other  information  as OPC may  from
time to time  reasonably  require  and  including  recourse  to binding  dispute
resolution devises in the event approval is not forthcoming.

Critical Principle Number 14

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<PAGE>

Review  and  Modification:  Provision  will be made for  periodic  review of the
Affiliation  structure,  documentation  and  operation  and for  discussion  and
negotiation of  modifications to the structure,  documentation  and operation of
the Affiliation as maybe desirable to more perfectly implement those Affiliation
Guidelines,  such other Affiliation Guidelines as may be developed in the future
and to accommodate the changing needs of OPC and/or the Affiliate.

                                       IV
                           Payments and Distributions

Goals:  System Integrity  requires that profits generated from the sale of water
and  power be  distributed  to OPC and its  Affiliates  in a fair and  equitable
fashion  according  to  their  mutual  agreements  and  understandings.   System
Efficiency  requires that payments and  distributions to OPC be available to OPC
for support of its global  operations  and that profits be remitted from Venture
Entities in the most advantageous  fashion available in  the Territory.  To that
end the following  Critical Payment and Distribution  Principles arid such other
provisions as are necessary to fully  implement  these Payment and  Distribution
goals will be firmly incorporated into structure, documentation and operation of
each Affiliation.

Preferred  Embodiment:  In most  instances  Critical  Payment  and  Distribution
Principles  will be  incorporated  into  the  governance  documents  of  Venture
Entities,  Terms of Trade  and Terms of  Service  Agreements,  and/or  Licensing
Agreements.  However, when corporate,  currency,  licensing, tax, customs, local
content or other regulations  prevent or impede effective  implementation of the
Critical  Payment and Distribution  Principles in such a fashion,  said Critical
Principles will be effectuated other devices as agreed to by the parties.

Critical Principle Number 15
Convertibility and Repatriation: Provision should be made to ensure that, to the
greatest extent possible,  payments and distributions to OPC are convertible, in
country,  into one or more "G7" currencies and readily  transferable  out of the
Operating Territory.

Critical Principle Number 16
Distribution  of Profots:  Provision  will be made to ensure that  profits  from
Affiliate  operations  are  distributed  to OPC and the Affiliate to the maximum
extent possible consistent with reasonable business judgement.

Critical Principle Number 17
Taxes: Provision will be made to allow appropriate payments and distributions to
be made to OPC by Venture Entities and/or Affiliates in a fashion, which results
advantageous  tax  treatment  to the Venture  Entities,  OPC and the  Affiliates
consistent with all applicable tax riles and treaties.

Critical  Principle  Number 18
Transparency,  Accounting and Audits: Affiliates shall maintain books of account
in  such  form  and  fashion  as is  consistant  with  internationally  accepted
accounting  practices  and OPC  shall be given  access  to all  such  books  and
underlying  data on a quarterly  basis to allow OPC to confirm  that profits and
distributions  arc properly  calculated  and that the  Affiliate is operating in
accordance with the Affiliation's structure and documentation.

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                                        V
                               Dispute Resolution

Goals:  System Efficiency  demands that the legal documents  utilized in the OPC
Affiliate  System  be  interpreted  in a  consistent  manner.  System  Integrity
requires  that any disputes be resolved in a fair,  cooperative,  expedient  and
enforceable  fashion and that dispute  resolution  proceedings and the evidence,
testimony,  discussions, filings and reasoned decisions arising therefrom be and
remain  confidential.  To that end the  following  Critical  Dispute  Resolution
Principles and such other  provisions as are necessary to fully  implement these
Dispute   Resolution  goals,   will  be  firmly   incorporated  into  structure,
documentation and operation of each Affiliation.

Preferred  Embodiment:  All  agreements  between OPC and its  Affiliates and the
governance  documents of Venture  Entity will require that  disputes be resolved
first through good faith negotiation and failing that, through  conciliation and
binding  arbitration in accordance  with then current ICC rules and  facilities.
All such documents will refer to model rules,  laws and standard forms in common
use in  international  trade when ever  possible and will refer to national laws
only  when  required.  However,  when  arbitrability,  enforceability  or  other
regulations  impede or prevent total,  complete and effective  implementation of
these Critical Dispute Resolution Principles,  then every effort will be made to
ensure  that the  Critical  Principles  of the OPC  Affiliate  System  have been
incorporated  into the Affiliation's  structure,  documentation and operation in
such a fashion the all of the Affiliate  System Critical  Principles are subject
to these Critical Dispute Resolution Principles.

Critical Principle Number 19
Dispute  Resolution:  Except with  respect to specific  issues as  described  in
Critical  Principles 20 and 21 below, all disputes between OPC, Venture Entities
and/or  Affiliates 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.

Critical Principle Number 20
Disputes  Concerning Sums and Quantities  (Baseball  Arbitration):  All disputes
within Venture  Entities and/or between OPC and Venture  Entities and/or between
OPC and Affiliates 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 who will conduct a baseball arbitration and
render his or her binding decision accordingly. 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  thereafter  conducting  the  baseball
arbitration with respect to the sums and quantities issues.

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Critical  Principle  Number 21
License, Operations and Affiliate Termination:  Every reasonable means should be
employed to resolve  operational  inadequacies  and disputes in a fashion  which
allows OPC and its Affiliate to continue operations together in the Territory in
accordance  with the Affiliate  System  Guidelines.  However,  anticipating  the
possibility  that this goal may not  always be  achievable,  provisions  will be
incorporated into structure, documentation and operation of all Affiliates which
allow such impasse to be declared and the Affiliate  removed or replaced and OPC
allowed to continue operating in the Territory in a fashion and under such terms
as are consistent with the highest  principles of equity and fairness.  Disputes
in which either Party claims a right to terminate a License,  a Venture  Entity,
Affiliate Operations, an Affiliation or other 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 the  termination  of  licenses,  operations,
Venture  Entities,  Affiliations  or other  agreements will be excluded from the
baseball   arbitration   requirement   Arbitration   decisions   concerning  the
termination  of licenses,  operations  or  affiliations  shall be appleable to a
second panel,  constituted in accordance  with the ICC rules which appeal parcel
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.

Critical Principle Number 22
Remedies: Provision shall be made to preclude any award of punitive or exemplary
damages  to any  party by way of  arbitration  or other  legal  proceeding.  The
Secretariat of the International Court of Arbitration of the ICC, the arbitrator
and/or  the  chairman  of the  arbitration  panel  shall be  empowered  to order
emergency  interim relief in the way of injunction or similar  equitable  relief
which emergency  interim relief may be ordered  whenever  appropriate  including
before or during any conciliation process.

Critical  Principle  Number 23
Reasoned Decisions and Enforceability: All decisions, in every arbitration, will
be reasoned decisions. The Affiliations structure,  documentation and  operation
will be established  so that, to the greatest  extent  possible all  arbitration
decisions  are  final,  non-appealable  (except  as note  in  CP#22)  and  fully
enforceable.

Critical Principle Number 24
Exit  Strategies:  Provision  will be made for exiting or expanding the business
relationships  between OPC and its Affiliate and for providing fair compensation
to OPC,  its  Affiliate  and/or  any  Venture  Entity  in the event of a merger,
buyout, consolidation or acquisition with the intent of maximizing the return to
OPC, its Affiliate and any Venture Entity.

Date: 30 March 2000

By: /s/ Robert L. Campbell                      By: /s/ Carl Fricke
--------------------------                      -------------------
        Robert L. Campbell, V.P.                        Carl Fricke, CEO
        Ocean Power Corporation                         CIMA Capital, LLC