EXHIBIT 10.15


                 AQUAMAX-KEERAN-OCEAN POWER LICENSING AGREEMENT

         THIS  AGREEMENT  ("Agreement"),  made on the Effective  Date as defined
herein, is by and among Ocean Power Corporation, a Delaware corporation having a
principal place of business at 5000 Robert J. Mathews Parkway,  El Dorado Hills,
California   95762,   United  States  of  America   ("OCEAN   POWER"),   Aquamax
(International)  Holding B.V., a Dutch  corporation  having a principal place of
business at Locatellikade 1, Parnassustoren,  1076 AZ Amsterdam, P.O. Box 75215,
1070 AE Amsterdam, The Netherlands  ("AQUAMAX"),  and Keeran Corporation N.V., a
Netherlands  Antilles  Corporation having a principal place of business at World
Trade Center Curacao,  Unit  BC.II.01-04,  Piscadera Bay,  Willemstad,  Curacao,
Netherlands  Antilles  ("KEERAN").  OCEAN POWER,  AQUAMAX and KEERAN may each be
referred to herein as a "Party" and collectively as the "Parties."

         WHEREAS,  OCEAN  POWER,  AQUAMAX and KEERAN own all  rights,  title and
interest in and to certain patented and unpatented  technology  related to water
treatment;

         WHEREAS,  OCEAN POWER  desires to obtain from  AQUAMAX and KEERAN,  and
AQUAMAX and KEERAN  desire to grant to OCEAN POWER certain  exclusive  rights in
and to their technology for certain applications; and

         WHEREAS,  AQUAMAX  desires to obtain from OCEAN POWER,  and OCEAN POWER
desires to grant to AQUAMAX  certain  exclusive  rights in and to its technology
for certain applications;

         NOW,  THEREFORE,  in  consideration  of  the  terms,  conditions,   and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the Parties hereby
agree as follows:

                                    Article 1

                                   Definitions

         As used in this  Agreement,  the following  terms have the meanings set
out below and as further defined elsewhere in this Agreement.

1.1      "Affiliate(s)" means any entity:

         a)       in which AQUAMAX,  KEERAN or OCEAN POWER controls, or is under
                  common control, or is directly or indirectly owned by or under
                  common  ownership to the extent of over fifty (50%) or more of
                  the voting shares,  including  shares owned  beneficially by a
                  Party; or

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         b)       which owns or controls AQUAMAX, KEERAN or OCEAN POWER.

1.2      "AQUAMAX Field" means the OCEAN POWER Patents and the Improvements that
         may be used by AQUAMAX  pursuant  to the terms and  conditions  of this
         Agreement  with  mechanical or thermal vapor  compression  distillation
         application(s)  in  which  the  quantity  of  water  processed  in  the
         application(s)   is  less  than  one  thousand  cubic  meters  per  day
         (1,000m3/day).

1.3      "AQUAMAX-KEERAN  Patent(s)"  means all  patents  issued  in the  United
         States  or any  foreign  country,  or  any  applications  for  patents,
         including any patents of addition,  utility  models,  utility  patents,
         design patents, re-issues,  divisions,  continuations, or the like: (i)
         owned by AQUAMAX and/or KEERAN on the Effective Date or during the term
         of this  Agreement  and (ii) to which AQUAMAX  and/or  KEERAN  has/have
         rights  during  the  term  of  this  Agreement  that  may  be  granted,
         transferred or otherwise  conveyed to OCEAN POWER without violating the
         terms of any obligations with respect to third parties.  A current list
         of AQUAMAX-KEERAN Patents is attached hereto and incorporated herein as
         Schedule A.

1.4      "Aquamax   Mechanical   Vapor   Compression   Technology"   means   any
         distillation  apparatus  claimed  in any  AQUAMAX-KEERAN  Patent  which
         comprises  a  mechanical   compressor   (as  distinct  from  a  thermal
         compressor).

1.5      "Aquamax  Multi Effect  Technology"  means any  distillation  apparatus
         claimed in any AQUAMAX-KEERAN  Patent: (a) which incorporates more than
         one evaporator;  and (b) in which the vapor from one evaporator is used
         as a source of heat for  another  evaporator  incorporated  in the same
         distillation apparatus.

1.6      "Desalination" shall have the same meaning as is set forth in Article 1
         ("Definitions") of the Hadwaco License (defined below).

1.7      "Effective Date" of this Agreement is the date of complete execution by
         the Parties of the signature page of this Agreement.  If this Agreement
         is not  executed by all parties on the same date,  the  Effective  Date
         shall be the date upon which the last party to  execute  the  Agreement
         does so.

1.8      "Fields" means the AQUAMAX Field and the OCEAN POWER Field.

1.9      "Hadwaco   License"  means  that  license   agreement  between  AQUAMAX
         (formerly known as Anthias  (International)  Holdings B.V.) and Hadwaco
         Ltd.  Oy,  executed on October 18, 1994 and November 1, 1994, a copy of
         which is attached hereto as Exhibit 1.9.

1.10     "Improvements" means any Technical Information which:

         a)       reduces  production  costs,  improves  performance,  increases
                  service  life,  increases   marketability,   or  improves  the
                  appearance of Licensed Products;

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         b)       any  modification to Licensed  Products which comes within the
                  scope of one or more claims of any of the Patents;

         c)       any  product,  apparatus,  or  process  which is  similar  to,
                  competitive   to,  a  substitute   or   alternative   for,  or
                  supplements or complements Licensed Products;

         d)       any  invention or discovery of any new apparatus or method for
                  producing Licensed Products, or

         e)       any new product which may be produced as Licensed Products.

1.11     "Licensed  Product(s)"  means any  product(s)  practicing  the  Patents
         and/or  Improvements  in the AQUAMAX Field or the OCEAN POWER Field, as
         the  case  may  be,  pursuant  to the  terms  and  conditions  of  this
         Agreement.

1.12     "LICENSORS" means AQUAMAX and/or KEERAN.

1.13     "OCEAN POWER Field" means the  AQUAMAX-KEERAN  Patents that may be used
         by OCEAN POWER  pursuant to the terms and  conditions of this Agreement
         with   mechanical  or  thermal  vapor   compression   distillation   or
         desalination application(s) in which the quantity of water processed in
         the application(s) is equal to or exceeds one thousand cubic meters per
         day (1,000m3/day).

1.14     "OCEAN POWER  Patent(s)"  means all patents issued in the United States
         or any foreign country, or any applications for patents,  including any
         patents of addition,  utility models, utility patents,  design patents,
         re-issues, divisions, continuations, or the like: (a)(i) owned by OCEAN
         POWER on the Effective  Date or during the term of this  Agreement,  or
         (a)(ii)  to  which  OCEAN  POWER  has  rights  during  the term of this
         Agreement  that may be granted,  transferred  or otherwise  conveyed to
         AQUAMAX without  violating the terms of any obligations with respect to
         third  parties.  A current list of  applicable  OCEAN POWER  Patents is
         included  with  Schedule B, which is attached  hereto and  incorporated
         herein.

1.15     "Patents"  means  the  OCEAN  POWER  Patent(s)  and the  AQUAMAX-KEERAN
         Patent(s).

1.16     "Technical Information" means inventions,  trade secrets,  confidential
         information, and know-how applicable within the Fields on the Effective
         Date or during the term of this  Agreement,  which the Parties have the
         legal  right to  convey.  Technical  Information  includes,  but is not
         limited  to,  research,   engineering  and  manufacturing  information,
         information  with  respect to  environmental  and safety  requirements,
         analytical procedures and techniques, operating procedures, maintenance
         practices,   design   information  on   manufacturing   facilities  and
         equipment,   machinery  and  equipment  specifications,   product  test
         methods,  drawings,  product  production  processes,   computer  files,
         product  information and other general  information related to Licensed
         Product(s).

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                                    Article 2

                                 Grant of Rights

2.1      Principal  Rights  Licensed to OCEAN POWER:  LICENSORS  hereby grant to
         OCEAN POWER the exclusive,  worldwide  right and license to make,  have
         made,  use,  distribute,  install,  offer  to sell  and  sell  Licensed
         Products  within the OCEAN POWER  Field for the term of this  Agreement
         (including the right to  sub-license  the rights granted to OCEAN POWER
         herein). In order to avoid any doubt, the Parties acknowledge and agree
         that LICENSORS are not licensing any rights in and to the:

                  (i)  Aquamax Multi Effect Technology; and

                  (ii) the Aquamax  Mechanical Vapor Compression  Technology for
                  evaporators  in which the quantity of water  processed is less
                  than one thousand cubic meters per day (1,000m3/day).

2.2      Principal  Rights  Licensed to AQUAMAX:  OCEAN POWER  hereby  grants to
         AQUAMAX the exclusive,  worldwide right and license to make, have made,
         use,  distribute,  install,  offer to sell and sell  Licensed  Products
         within the AQUAMAX Field for the term of this  Agreement.  This license
         includes the right to sub-license the rights granted to AQUAMAX herein,
         subject to OCEAN POWER's prior written approval,  which OCEAN POWER may
         or may not grant in its sole discretion, but which approval OCEAN POWER
         may not unreasonably withhold.

                                    Article 3

                                      Parts

3.1      OCEAN  POWER,  its  Affiliates  and  licensees  will  have the right to
         purchase  from AQUAMAX  and/or  KEERAN parts for the Licensed  Products
         (including without limitation plastic heat exchangers) if available for
         delivery  anywhere in the world at prices to be negotiated  between the
         Parties, which price shall in no event exceed AQUAMAX's and/or KEERAN's
         current lowest quoted sales prices.  OCEAN POWER will regard AQUAMAX as
         a  preferred  supplier  for  plastic  heat  exchangers  for so  long as
         reasonable  standards  for  quality,  delivery,  and  price  are met by
         AQUAMAX.


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                                    Article 4

                                Term of Agreement

4.1      This  Agreement  shall become  effective as of the  Effective  Date and
         shall  continue  in  effect  for a period  of ten (10)  years  from the
         Effective Date.

4.2      This  Agreement  may be  terminated by OCEAN POWER or LICENSORS for the
         other's uncured default under Paragraph 5.1 of this Agreement.

4.3      Upon  termination of this  Agreement,  by expiration or otherwise,  all
         licenses,  rights, privileges and obligations hereunder shall cease and
         terminate  except that the licenses and rights  granted under Article 2
         hereof shall  continue as to all  Licensed  Products  manufactured,  or
         actually  in  manufacture,  during  the term of this  Agreement  by the
         Parties or by any of their  Affiliates or licensees,  for the full term
         of the Patent(s) and life of the Licensed Products.

                                    Article 5

                                     Default

5.1      Default:  A Party will be deemed in default under this  Agreement if a)
         the Party fails to pay any amount due and payable under this  Agreement
         within thirty (30) days after  written  notice that the same has become
         due and payable;  b) the Party becomes insolvent,  bankrupt,  or any of
         its assets are seized or placed in trust for the  benefit of  creditors
         and such insolvency, bankruptcy or seizure is not dissolved or cured in
         sixty (60) days; or c) the Party fails to perform any other  obligation
         required to be  performed  by it under this  Agreement  or to cure,  or
         begin to effect a cure for any such  failure,  within  thirty (30) days
         after written notice from the other Party that the time herein provided
         for such performance has passed.

5.2      Remedy for  Default:  OCEAN POWER and  LICENSORS  may pursue any remedy
         under this  Agreement or otherwise  available,  based on the default of
         the other.


                                    Article 6

                                  Remuneration

6.1      Advance & Option:  AQUAMAX  acknowledges  receipt  of a payment  of one
         hundred thousand United States Dollars (US$100,000.00) from OCEAN POWER
         as a non-refundable  advance under this Agreement and as payment for an
         option by OCEAN POWER to enter into this license agreement with AQUAMAX
         for the AQUAMAX-KEERAN Patent(s) and Improvements in the Field.

6.2      AQUAMAX  Remuneration:  In  consideration  for the licenses  granted to
         OCEAN POWER under  Section 2.1, and the other terms and  conditions  of
         this Agreement, OCEAN POWER will pay a fixed fee of four million United
         States Dollars (US$4,000,000.00) to AQUAMAX as follows:

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<TABLE>
<CAPTION>

                Payments                      Amount                                  Due Date
         ============================================================================================================
<S>                                       <C>                       <C>
                Payment 1                  US$100,000.00                          Paid per Section 6.1
         ------------------------ --------------------------------- -------------------------------------------------
                Payment 2                  US$300,000.00            Upon full execution and delivery of this
                                                                    Agreement
         ------------------------ --------------------------------- -------------------------------------------------
                Payment 3                 US$1,600,000.00           Upon completion of the private placement of
                                                                    OCEAN POWER CORPORATION stock (which is
                                                                    expected to be an institutional private
                                                                    placement anticipated to take place, subject to
                                                                    regulatory approval, on or about 10/31/2000)
                                                                    however, in any event, no later than 12/31/2000
         ------------------------ --------------------------------- -------------------------------------------------
                Payment 4                 US$2,000,000.00                       No later than 12/31/2000
         ============================================================================================================
</TABLE>

         In further  consideration  of the licenses granted to OCEAN POWER under
         Section 2.1, and the other terms of this  Agreement,  OCEAN POWER shall
         issue six hundred thousand (600,000) shares of OCEAN POWER common stock
         to KEERAN as follows:

         a)       Within ten (10) days of the Effective Date,  OCEAN POWER shall
                  issue and  deliver to KEERAN two  hundred  thousand  (200,000)
                  shares of OCEAN POWER common stock;

         b)       OCEAN  POWER  shall  issue and  deliver to KEERAN two  hundred
                  thousand  (200,000) shares of common stock of OCEAN POWER upon
                  the payment by OCEAN  POWER to AQUAMAX of Payment 3,  referred
                  to above, in the amount of one million,  six hundred  thousand
                  United States Dollars  (US$1,600,000.00),  which payment shall
                  be  made  by  OCEAN  POWER  upon  completion  of  the  private
                  placement of OCEAN POWER  CORPORATION stock (which is expected
                  to be an institutional  private placement  anticipated to take
                  place, subject to regulatory approval, on or about October 31,
                  2000) however, in any event, no later than December 31, 2000.

         c)        OCEAN  POWER  shall  issue and  deliver to KEERAN two hundred
                   thousand (200,000) shares of common stock of OCEAN POWER upon
                   the payment by OCEAN POWER to AQUAMAX of Payment 4,  referred
                   to above,  in the amount of two million United States Dollars
                   (US$2,000,000.00),  which payment shall be made no later than
                   December 31, 2000.

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<PAGE>

         All common stock of OCEAN POWER  issued to KEERAN under this  Agreement
         is issued without any representation or warranty whatsoever,  and shall
         bear the following legend:

                  This common stock has not been registered under the Securities
                  Act of 1933 of the United States of America,  has been sold in
                  reliance  upon  Regulation  S (Rule 901  through  Rule 905 and
                  preliminary  notes)  promulgated  under  said Act and shall be
                  transferred  only,  and the  issuer is  required  to refuse to
                  register  any  transfer  of the  common  stock  not  made,  in
                  accordance with the requirements of said Regulation,  pursuant
                  to  registration  under said Act or pursuant  to an  exemption
                  from the  registration  requirements  of said Act. This common
                  stock  shall not be offered  or sold in the  United  States of
                  America,  its  territories  and  possessions,  or  to a  "U.S.
                  Person" as defined in said Regulation,  during the "restricted
                  period" of one year from the issue  date of the common  stock.
                  Hedging  transactions  involving  these  securities may not be
                  conducted unless in compliance with said Act.

         KEERAN  recognizes that the common stock of OCEAN POWER issued pursuant
         to this Agreement has not been  registered  under the Securities Act of
         1933 of the United States of America,  and further acknowledges receipt
         of  copies  of Rules  901  through  905,  inclusive,  of  Regulation  S
         promulgated  under the  Securities  Act of 1933 of the United States of
         America.

6.3      Wire  Transfer:  Payment  shall  be made by wire  transfer  payable  to
         AQUAMAX's  account  in  the  bank  identified  below  or  as  otherwise
         requested by AQUAMAX in writing:

                  Name of Bank:     ABN AMRO BANK N.V.

                  Account No.:      576789119

                  Address of Bank:  Postbus 407
                                    1000 AK, Amsterdam, The Netherlands

                  Account Name:     Aquamax (International) Holdings B.V.

6.4      OCEAN POWER Remuneration:  In consideration for the licenses granted to
         AQUAMAX under  Section 2.2, and the other terms and  conditions of this
         Agreement,  LICENSORS will pay to OCEAN POWER certain  royalties on the
         Licensed  Product(s) to be produced by or made for  LICENSORS,  or such
         other  remuneration  as the  Parties may agree to in good faith on most
         favored nation terms, provided,  however, that LICENSORS will pay OCEAN
         POWER fifty  percent  (50%) of any license  royalty or  amount(s)  of a
         similar  nature  LICENSORS   receive  from  any  third  party  under  a
         sub-license  to  make,  use,   install,   lease  and/or  sell  Licensed
         Product(s)  to the extent that such amounts are  attributable  to OCEAN


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<PAGE>

         POWER  Patents or  Improvements,  as the Parties shall agree to in good
         faith.  Where  LICENSORS  enter into an agreement or other  arrangement
         with  a  third  party  that  includes   such  a   sub-license   without
         negotiating, or before completing negotiations,  with OCEAN POWER as to
         the appropriate  amount OCEAN POWER shall receive,  it will be presumed
         that the  amount is  completely  attributable  to OCEAN  POWER  Patents
         and/or  Improvements  and LICENSORS shall pay-over to OCEAN POWER fifty
         percent  (50%) of any amount  LICENSORS  receive  from such third party
         within  thirty  (30) days of  AQUAMAX's  or  KEERAN's  receipt  of such
         license royalty or amount(s) of a similar nature.

                                    Article 7

                         Confidentiality of Information

7.1      LICENSORS  and OCEAN  POWER  each  acknowledge  that,  in the course of
         performing their respective obligations hereunder,  they will obtain or
         come  in  contact  with  confidential  information,  including  without
         limitation  Technical  Information,  of the other.  LICENSORS and OCEAN
         POWER shall:

         a)       use the other's  confidential  information  only in connection
                  with fulfilling such Party's obligations under this Agreement.
                  Officers,  employees,  agents or  independent  contractors  of
                  OCEAN  POWER  or  LICENSORS   will  be  given  access  to  the
                  confidential  information on a need to know basis.  Each shall
                  obtain an agreement in a form  satisfactory to the other, from
                  each such person to whom such  disclosure  is made pursuant to
                  which such person will agree to be bound by the  provisions of
                  this  Article  7,  including,  but not  limited  to, any third
                  parties  a Party  will  have  make any  part for the  Licensed
                  Products.  Each hereto shall be responsible  for any breach of
                  these  provisions  by it or any of  its  employees,  officers,
                  agents or independent  contractors.  In the event that a Party
                  hereto   believes   it  is   compelled   by  law  to  disclose
                  confidential   information   of   another   Party,   it  shall
                  immediately  notify  that Party and shall  cooperate  with any
                  effort by that Party to obtain a protective order or otherwise
                  limit the  disclosure  of any such  confidential  information.
                  These  obligations  shall  extend for a period three (3) years
                  from the end of the term or termination of this Agreement; and

         b)       hold  all  confidential  information  of  a  Party  in  strict
                  confidence  and exercise due care with respect to its handling
                  and  protection,  consistent  with such  Party's own  policies
                  concerning protection of its confidential  information of like
                  importance, but in no event less than reasonable care.

7.2      The  obligations  set forth in Section  7.1 will not apply to a Party's
         confidential information which:

         a)       now or later becomes  generally known or available  through no
                  act or omission by the receiving Party;

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<PAGE>

         b)       the receiving Party can demonstrate it independently developed
                  its confidential information without the use of, or access to,
                  the information furnished to it by the disclosing Party;

         c)       is or becomes publicly available through issued patents(s), or
                  other printed publications;

         d)       is  hereafter  disclosed  to the  disclosing  Party by a third
                  party  having  no  obligations  of   confidentiality   to  the
                  disclosing Party with respect to such information; or

         e)       was known to the receiving Party prior to its receipt from the
                  disclosing  Party as  established  by written  records of that
                  Party.

7.3      LICENSORS  and OCEAN POWER may disclose the contents of this  Agreement
         to lenders,  other financing sources and potential financing sources or
         as may be required in filings  with  federal  and/or  state  securities
         authorities  provided that such lenders and the other financing sources
         and  potential  persons  have a need to know and agree to be bound by a
         confidential agreement acceptable to the Parties.

7.4      The  provisions  of this  Article 7 shall  survive  for three (3) years
         after the end of the term or the termination of this Agreement.


                                    Article 8

                          Records, Reports, and Audits

8.1      Records:  LICENSORS will make and maintain  accurate  business  records
         according  to  generally  accepted  accounting  principles  showing the
         amounts received by LICENSORS  pursuant to Section 6.4.  LICENSORS will
         maintain  such records for a period of three (3) years after the end of
         the calendar year in which the Licensed Product(s) or amounts described
         in such records are sold or received, as the case may be.

8.2      Inspection:  Upon  OCEAN  POWER's  written  request,  from time to time
         during the term of this  Agreement (but not more than two (2) times per
         year) and for three (3) years thereafter, AQUAMAX and/or KEERAN, as the
         case may be, shall permit an independent  Certified  Public  Accountant
         selected by OCEAN POWER and acceptable to LICENSORS  (acceptance not to
         be unreasonably withheld), during normal business hours, to inspect all
         the records  which  LICENSORS  are  required  to  maintain  pursuant to
         Section 8.1.


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<PAGE>

                                    Article 9

                         Warranties and Representations

9.1      By LICENSORS:  AQUAMAX and KEERAN each represent(s) and warrant(s) that
         individually  or together (i)  it(they)  own(s) all right,  title,  and
         control(s)  all  interests  in and to the  AQUAMAX-KEERAN  Patents  and
         Improvements in the OCEAN POWER Field or has(have) the right, power and
         authority to grant all licensed rights thereto, (ii) it(they) has(have)
         the right,  power and  authority to grant all licensed  rights  herein,
         (iii) it(they)  has(have) the right,  power and authority to enter into
         this  Agreement,  (iv) to the best of  its(their)  knowledge the rights
         granted  hereunder  to OCEAN POWER do not  infringe  any third  party's
         intellectual  property rights,  and (v) its(their)  performance of this
         Agreement will not violate any agreement  between AQUAMAX and/or KEERAN
         and any third party.

9.2      By OCEAN POWER:  OCEAN POWER  represents  and warrants  that it has the
         right,  power and authority to enter into this Agreement and that OCEAN
         POWER's  performance  of this  Agreement will not violate any agreement
         between OCEAN POWER and any third party.

                                   Article 10

                  Technical Assistance and Technology Transfer

10.1     The  Parties   contemplate  that  OCEAN  POWER  may  require  technical
         assistance  from  LICENSORS in order to achieve the  objectives of this
         Agreement.  Accordingly,  LICENSORS will make available to OCEAN POWER,
         its  Affiliates,  licensees and their  employees and agents,  technical
         consulting  services  at the lowest  quoted  consulting  rates for such
         services from AQUAMAX or KEERAN.

10.2     LICENSORS shall disclose to OCEAN POWER the existing  documentation and
         data related to the technology disclosed in the AQUAMAX-KEERAN  Patents
         and  Improvements,   including  without  limitation  related  Technical
         Information.  OCEAN POWER will bear the direct cost of the  transfer of
         the information,  including technical  assistance and time required for
         the disclosure.

                                   Article 11

                               Patent Maintenance

11.1     LICENSORS  shall  continue  to  maintain   responsibility   (and  costs
         associated therewith) for filing,  prosecution,  and maintenance of the
         AQUAMAX-KEERAN  Patents.  In the  event  that  LICENSORS  desire(s)  to


                                       10
<PAGE>

         discontinue  such activity,  LICENSORS  shall give OCEAN POWER adequate
         written  notice of  its/their  decision  so that OCEAN POWER may decide
         whether to have LICENSORS  assign  ownership of such patents and patent
         applications   to  OCEAN   POWER  so  that   OCEAN   POWER  may  assume
         responsibility for their continued  maintenance or prosecution.  Where,
         in OCEAN  POWER's sole  discretion,  OCEAN POWER  decides to assume the
         responsibility  for the continued  maintenance  or  prosecution  of the
         applicable  AQUAMAX-KEERAN  Patents  pursuant  to  this  Section  11.1,
         LICENSORS   shall  assign   ownership   for  such  patents  and  patent
         applications  subject to LICENSORS'  royalty-free  right to continue to
         use such  patents  outside of the OCEAN POWER Field  during the term of
         this Agreement and for the duration of such applicable patent(s).

                                   Article 12

                                   Assignment

12.1     Nonassignability:  Except as otherwise  provided in this Agreement,  no
         Party shall be entitled to transfer, assign, convey, sell, encumber, or
         in any way  alienate  ("Transfer")  all or any  part of its  rights  or
         obligations under this Agreement,  except that a Party may at any time,
         with the prior  written  consent of the other Parties (such consent not
         to be unreasonably withheld or delayed) Transfer all, but not less than
         all, of its rights and  obligations  under this Agreement to any entity
         that owns or acquires a  controlling  portion of the stock or assets of
         such Party,  and such rights and obligations may only be Transferred by
         any  such  assignee  subject  to the  provisions  of this  Article  12.
         Transfers  in violation of this Article 12 or in violation of any other
         provision  of this  Agreement  shall be void ab initio and of no effect
         whatsoever.

                                   Article 13

                                    Covenants

13.1     AQUAMAX and KEERAN, individually and together,  covenant(s) to disclose
         to OCEAN POWER on a reasonably prompt basis all Improvements it/they or
         its/their  Affiliates  or  licensees  develop  during  the term of this
         Agreement.

13.2     OCEAN POWER  covenants  to disclose to AQUAMAX on a  reasonably  prompt
         basis all Improvements it or its Affiliates or licensees develop during
         the term of this Agreement.

13.3     AQUAMAX and KEERAN,  individually  and  together,  covenant(s),  to the
         extent that any director,  member,  officer or employee of LICENSORS or
         its(their)  Affiliates  or licensees  or any agents  thereof over which
         LICENSORS  has(have)  control  ("LICENSORS'   Agent(s)")  has  or  have
         knowledge  of the OCEAN POWER  Field,  that  LICENSORS'  Agents will be
         available, and LICENSORS will make LICENSORS' Agents available to OCEAN
         POWER for consultation regarding the OCEAN POWER Field and the Licensed


                                       11
<PAGE>

         Products  during the term of this  Agreement.  OCEAN  POWER is aware of
         LICENSORS' limited resources in enforcing the obligations  hereunder in
         respect  to those not  employees,  officers,  directors  or  members of
         LICENSORS.

                                   Article 14

                                   Integration

14.1     This  Agreement  sets  forth the  entire  agreement  and  understanding
         between  the  Parties as to the  subject  matter  hereof and merges all
         prior  discussions  between  them.  No  Party  shall  be  bound  by any
         warranties,  understanding  or  representations  with  respect  to such
         subject matter other than as expressly  provided herein or in a writing
         signed  with  or  subsequent  to  execution  hereof  by  an  authorized
         representative of the Party to be bound thereby.

                                   Article 15

                                  Severability

15.1     If at any time during the term of this  Agreement any provision  hereof
         proves to be or becomes invalid or  unenforceable  under any applicable
         law,  then  such  provision  shall be  deemed  modified  to the  extent
         necessary in order to render such provision valid and  enforceable;  if
         such provision may not be saved,  it shall be severed and the remainder
         of this Agreement shall remain in full force and effect.

                                   Article 16

                                    Headings

16.1     The captions in this Agreement are for  convenience  only and shall not
         be considered a part of or affect the construction or interpretation of
         any provision hereof.


                                   Article 17

                           Relationship of the Parties

17.1      Nothing in this Agreement shall be construed as making OCEAN POWER and
          LICENSORS the partner, joint venturer, agent, employer, or employee of
          the other.  Neither OCEAN POWER nor LICENSORS shall have the authority
          to make any statements, representations or commitments of any kind, or
          to take any action  which  shall be  binding  on the other,  except as
          provided for herein or authorized in writing by the Party to be bound.


                                       12
<PAGE>

                                   Article 18

                          Authority and Enforceability

18.1     The  signature  of a  Party's  representative  constitutes  an  express
         representation  that said representative has the authority to bind that
         Party to the  terms of this  Agreement  and  that  the  Agreement  is a
         binding obligation of that Party,  enforceable  according to its terms.
         Further,  AQUAMAX and KEERAN each respectively make the representations
         and warranties set forth in Exhibit 18.1 attached hereto.

                                   Article 19

                                 Communications

19.1     For the purpose of all written  communications  and notices between the
         Parties, their addresses shall be:

                  LICENSORS:                Aquamax (International) Holding B.V.
                                            Locatellikade 1, Parnassustoren
                                            1076 AZ Amsterdam
                                            P.O. Box 75215
                                            1070 AE Amsterdam
                                            The Netherlands

                                            Attn:  Rainer Sjostrom

                                            and

                  OCEAN POWER:              Ocean Power Corporation
                                            5000 Robert J. Mathews Parkway
                                            El Dorado Hills, California 95762
                                            United States of America

                                            Attn: Joseph P. Maceda, President

         or any other  addresses  of which a Party  shall  notify  the others in
         writing.  All  notices  required  or  permitted  to be given under this
         Agreement shall be in writing and will be deemed effectively given upon


                                       13
<PAGE>

         personal  delivery or delivery by confirmed fax to the Party or Parties
         to be  notified  or two  (2)  days  after  deposit  with  a  recognized
         overnight  courier  service  with  tracking  capability  to  the  above
         address(es).

                                   Article 20

                                  Force Majeure

20.1     No  Party  shall  be held  liable  to  another  Party  to  perform  its
         obligations  where such  performance is prevented or interfered with by
         riots, war or hostilities between any nation, acts of God, fire, storm,
         flood, earthquake,  strikes, labor disputes, shortage or curtailment of
         raw   materials,   labor  power  or  other  utility   services  or  any
         governmental restrictions.

                                   Article 21

                                  Governing Law

21.1     All  matters  of  construction,  validity,  and  performance,  shall be
         governed by and construed  and enforced in accordance  with the laws of
         the State of Delaware,  as applied to contracts made, executed,  and to
         be fully  performed  in such state by citizens  of such state,  without
         regard to its conflict or choice of law rules. All unresolved  disputes
         arising  out of or  related  to this  Agreement  shall  be  settled  by
         arbitration   in  accordance   with  the   arbitration   rules  of  the
         International  Chamber  of  Commerce.  Arbitral  proceedings  shall  be
         conducted in the English language and take place in the City of London.

                                   Article 22

                                     Waiver

22.1     No waiver of any right or remedy in respect to any  occurrence or event
         on one  occasion  will be  deemed a waiver  of such  right or remedy in
         respect of such occurrence or event on any subsequent occasion.


                                   Article 23

                                  Publications

23.1     In the event that a Party  desires to  publish or  disclose  to a third
         party the terms of this  Agreement,  a description of the nature of the
         relationship  created by this  Agreement,  data,  costs, or performance


                                       14
<PAGE>

         attributes of any Licensed  Products,  such intent will be communicated
         to the other Party or Parties,  and such publication shall be permitted
         only upon prior agreement of the Parties. Notwithstanding any agreement
         between the Parties to the  contrary,  OCEAN POWER may publish that the
         Parties'  have entered into an exclusive  licensing  agreement  for the
         AQUAMAX-KEERAN Patents and Improvements in the OCEAN POWER Field.

                                   Article 24

                                 Patent Marking

24.1     Each Party hereto  agrees to mark or have marked all Licensed  Products
         sold,  respectively,  by it,  or any of its  respective  Affiliates  or
         licensees,  with the word  "Patent"  or  "Patents,"  and the  number or
         numbers of the applicable OCEAN POWER Patent(s)  and/or  AQUAMAX-KEERAN
         Patent(s).

                                   Article 25

                                  Miscellaneous

25.1     (a)  Patent,  Trademarks  and  Tradenames:  No Party to this  Agreement
         grants to another Party any rights in any patents, trademarks,  service
         marks,  tradenames or any other  intellectual  property  rights of such
         Party other than those rights specifically set out in this Agreement.

25.2     (b)  Counterparts:  This Agreement may be excuted in counterparts, each
         of which shall be deemed an original, but all of which shall constitute
         one and the same instrument.

             THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.



                                       15
<PAGE>



         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
Effective  Date,  as defined in Section  1.7 above.  Each Party has caused  this
Agreement  to  be  executed  on  its  behalf  by  one  of  its  duly  authorized
representatives as of the date(s) set forth below.

                           AQUAMAX (INTERNATIONAL) HOLDING B.V.

                  By:_________________________________________

                  Name:_______________________________________
                                 (typed or printed)

                  Title:______________________________________

                  Date:   September 21, 2000
                        ______________________________________


                           KEERAN CORPORATION N.V.

                  By: /s/ Albert Matzhgrer
                     _________________________________________

                  Name:   Albert Matzhgrer
                       _______________________________________
                         (typed or printed)

                  Title:______________________________________

                  Date:   September 20, 2000
                       _______________________________________


                           OCEAN POWER CORPORATION

                  By: /s/ Joseph P. Maceda
                     _________________________________________

                  Name:   Joseph P. Maceda
                       _______________________________________
                         (typed or printed)

                  Title:  President
                        ______________________________________

                  Date:   September 14, 2000
                       _______________________________________




                                       16
<PAGE>


                                   SCHEDULE A

                  Aquamax and Keeran Patents & Patents Pending



                                       17
<PAGE>



                             SCHEDULE A (continued)

                  Aquamax and Keeran Patents & Patents Pending

                         PCT Publication No. WO 98/31529
                         (PCT Serial No. PCT/FI98/00038)
             and all related patent applictions worldwide including
            but not limited to those maturing from this application
                           filed by Hadwaco Ltd. Oy.



                                       18
<PAGE>



                                   SCHEDULE B

                      Ocean Power Patents & Patents Pending

1.       U.S. Serial No. 60/228,826
         For: Method for Pretreting Water for Desalination

2.       U.S. Serial No. 60/226,067
         For: Heat Exchange Element with Hydrophilic Evaporator Surface

3.       U.S. Serial No. 60/226,387
         For: High Efficiency Steam Ejector




                                       19
<PAGE>



                                   EXHIBIT 1.9

                               The Hadwaco Licence



                                       20


                                  EXHIBIT 18.1

                   Supplemental Representations and Warranties

A.       Aquamax expressly represents and warrants that:

         1.       TMF Management  B.V. ("TMF  Management")  is a private limited
                  liability  company duly formed and existing  under the laws of
                  the Netherlands.

         2.       TMF Management is the sole statutory director of Aquamax.

         3.       Under the law of the Netherlands and the applicable  corporate
                  resolutions  and by-laws of TMF  Management  and Aquamax,  any
                  natural  person(s)  who  has(have)  the power  and  authority,
                  acting solely or jointly,  to act on behalf of TMF  Management
                  and bind it to legally binding  contractual  obligations  also
                  has(have)  the  power  and  authority  to act on behalf of TMF
                  Management  in its  capacity  as sole  statutory  director  of
                  Aquamax  and, in so acting,  bind  Aquamax to legally  binding
                  contractual obligations.

         4.       Under the law of the Netherlands and the applicable  corporate
                  resolutions  and by-laws of TMF  Management  and Aquamax,  one
                  natural person who duly holds the title of  "attorney-in-fact"
                  and  one   natural   person   who  duly  holds  the  title  of
                  "attorney-in-fact  with title Managing  Director" may,  acting
                  together,  bind TMF Management to legally binding  contractual
                  obligations. When such persons act on behalf of TMF Management
                  in its capacity as sole  statutory  director of Aquamax,  such
                  persons  have the  power  and  authority  to bind  Aquamax  to
                  legally  binding  contractual   obligations   including  those
                  contained in this Agreement

         5.       Mr. Danny Timmers,  a signatory of this Agreement on behalf of
                  Aquamax,  holds the  title of  "attorney-in-fact"  within  TMF
                  Management.

         6.       Mr.  Johannes  Jacobus  Schellingerhout,  a signatory  of this
                  Agreement   on   behalf  of   Aquamax,   holds  the  title  of
                  "attorney-in-fact  with title  Managing  Director"  within TMF
                  Management.

B.       Keeran expressly represents and warrants that:

         1.       TMF (Netherlands  Antilles) N.V. ("TMF Antilles") is a private
                  limited  liability  company duly formed and existing under the
                  laws of the Netherlands Antilles.

         2.       TMF Antilles is the sole statutory director of Keeran.

                                       21
<PAGE>

         3.       Under the law of the  Netherlands  Antilles and the applicable
                  corporate  resolutions and by-laws of TMF Antilles and Keeran,
                  any natural  person who has the power and  authority to act on
                  behalf  of  TMF  Antilles  and  bind  it  to  legally  binding
                  contractual  obligations  also has the power and  authority to
                  act  on  behalf  of  TMF  Antilles  in its  capacity  as  sole
                  statutory director of Aquamax and, in so acting,  bind Aquamax
                  to legally binding contractual obligations.

         4.       Under the law of the  Netherlands  Antilles and the applicable
                  corporate  resolutions and by-laws of TMF Antilles and Keeran,
                  one  natural  person  who duly  holds the  title of  "Managing
                  Director" may bind TMF Antilles to legally binding contractual
                  obligations.  When such  persons act on behalf of TMF Antilles
                  in its  capacity as sole  statutory  director of Keeran,  such
                  person has the power and  authority  to bind Keeran to legally
                  binding contractual  obligations  including those contained in
                  this Agreement

         5.       Mr. Albert Matzinger,  a signatory of this Agreement on behalf
                  of Keeran,  holds the title of "Managing  Director" within TMF
                  Antilles.




                                       22
<PAGE>