EXHIBIT 10.10


28 November 2000

Mr. Tapio Hintikka
Chief Executive Officer
Hackman Oyj Abp
Hameentle 13S
00560 Helsinki
Finland

Dear Mr Hintikka

Letter of Intent (LOI) - Hadwaco Ltd. Oy, Hameentle 135, Helsinki, Finland

We refer to recent  discussions  between Ocean Power  Corporation  ("OPC") of El
Dorado  Hills  California  and  Hadwaco  Ltd  Oy  ("Hadwaco"),  a  wholly  owned
subsidiary of Hackman Oyj Abp ("Hackman"),  Helsinki,  Finland.  As discussed in
our recent  meetings OPC,  Hackman and Hadwaco  (each a "Party" or  collectively
"Parties")  are  interested in  undertaking a transaction in which OPC purchases
certain assets and liabilities and acquires relevant  personnel  associated with
Hadwaco.

The intent of this  letter is to set out the basis on which we intend to proceed
with the  transaction  and to demonstrate our mutual intent to seek to negotiate
final and binding agreements.

Part A

Hackman  through its wholly owned  subsidiary  Hadwaco has technical  expertise,
systems  design and  manufacturing  capability  for  certain  water  remediation
technology. Further Hackman now wishes to dispose of and/or reduce its interests
in Hadwaco.

OPC has and  continues  to develop  technologies  that  allow for more  economic
seawater  desalination  and renewable  energy based power generation and has the
ability to exploit these technologies on a global basis.

The transaction,  which OPC,  Hackman and Hadwaco will seek to negotiate,  is as
follows:

1        OPC will  establish  a new company in Finland  ("NewCo")  into which it
         will inject US$5m of equity.

2        NewCo will acquire  certain  assets and  liabilities  and hire relevant
         staff  from  Hadwaco  in  exchange  for US$5m and an issue of shares in
         NewCo to Hadwaco  amounting  to 23% of the  equity of NewCo.  The asset
         purchase   agreement  will  contain   customary   representations   and
         warranties  for a transaction  of this nature.  OPC will also commit to
         fund NewCo up to an amount of US$7m of equity  over a  two-year  period
         beginning on 1 January 2001 on terms to be agreed.

3        It is envisaged  that the equity  ownership of NewCo will  therefore be
         77% OPC,  23%  Hackman,  assuming  that  Keeran of TMF  Management  BV,
         Locatellikade 1, Parnassustoen,  10768 AZ, Amsterdam,  PO Box 75215, AE
         Amsterdam,  Netherlands  does not wish to  participate  in the proposed
         transaction.

4        In the event that Keeran does wish to participate in NewCo then it will
         do so on the  basis of a  transfer  of  certain  Intellectual  Property
         Rights  (IPRs) into NewCo in exchange for an issue of shares  amounting
         to 20% of the equity share capital of NewCo to Keeran. The equity stake
         of OPC is, in such circumstances reduced to 57%.

5        NewCo  management  and staff will have a carried  interest of 10%.  The
         equity holdings of OPC,  Hadwaco and Keeran if they participate will be
         diluted  proportionately.  A scheme will be established  for management
         and staff to realize their carried interest.

6        Hadwaco  will be given  an  option  to  realize  their  23% of NewCo in
         January 2004. This option will include a floor and a ceiling.

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7        As well as formation and operating capital OPC will allow access to its
         technology  base to NewCo  together  with  access to the markets OPC is
         developing in the rest of the world.

8        OPC will undertake  financial and legal due diligence on Hadwaco during
         the first week of December.

9        The Parties will agree on which Hadwaco assets and liabilities  will be
         transferred into NewCo.

10       Staff will be  transferred  from Hadwaco into NewCo taking into account
         mandatory  provisions  of Finnish  Law. The Parties will agree how many
         employees are required by the business going forward. Any redundancy or
         dismissal costs will be borne by Hackman and/or Hadwaco.

Part B
------

Each Party -  Hackman,  Hadwaco  and OPC -- on behalf of Itself and its  agents,
employees, officers, directors, shareholders,  contractors,  consultants and all
persons and firms associated with them,  agrees to preserve the  confidentiality
of all information that it acquires from the other Parties, not to disclose said
information  to any  third  party  and not to use  such  information  except  in
considering  whether to  proceed  further in the  negotiation  of this  proposed
transaction.  On the disclosing  Party's  written request the other Parties will
return to the disclosing Party all tangible  expressions  (including  copies) of
all information that the disclosing Party may request to be returned and certify
in  writing  as to any and all  tangible  expressions  that  have  been  lost or
destroyed.  Without  limiting  the  generality  of  this  Part  B,  the  Parties
specifically agree:

(a)      They shall treat all information  disclosed by the others as secret and
         confidential  whether such information was disclosed visually or orally
         or in a tangible or intangible fashion;
(b)      Sample  products or  materials  provided by one Party to another  Party
         shall be treated with the same strict  confidentiality and restrictions
         on use as the  information  referred to at (a)  A Party  receiving  any
         sample or material  from  another  Party agrees not to analyze the same
         without written  authorization and will return or destroy any remaining
         portion of the sample upon completion or termination of the transaction
         herein contemplated;
(c)      The Parties'  obligation of  non-analysis,  non-disclosure  and non-use
         shall not apply to information and/or material which: (i) is or becomes
         publicly  known through no fault of Its own; (ii) was in its possession
         on a non-confidential basis prior to obtaining access hereunder;  (iii)
         is  received  from a third  party as a  matter  of  right  and  without
         restrictions on disclosure or use, or (iv) is  independently  developed
         by the receiving  Party  providing the receiving  Party can show it was
         developed  in its  activities  unrelated  to this LOI and  without  the
         benefit of information under this LOI;
(d)      The  Parties  agree  that  all  written  or  other  tangible  forms  of
         Information  shall be and remain the property of its owner and shall be
         promptly  returned  to  the  owner  when  no  longer  required  for  an
         authorized use hereunder or upon earlier request by the owner. This LOI
         does not grant or imply any right or license  for the other  Parties to
         use any information;
(e)      All  discoveries,   inventions,   patent  applications,   improvements,
         techniques, processes, copyrights, trade secrets and know how resulting
         from any  investigations  or discussions  undertaken under the terms of
         this LOI Including the technical  data  disclosed to a receiving  Party
         shall be the sole and exclusive  property of the originating Party. The
         non-originating  Party agrees to perform all reasonable  acts requested
         by the originating  Party: (i) to perfect  originator's  title thereto;
         and (ii) to enable the originator and its nominees to obtain,  maintain
         and enforce patent or other legal protection anywhere in the world;
(f)      Any Party may terminate this LOI at any time upon written notice.  Such
         termination shall not affect the Parties'  obligations of non-analysis,
         non-use  and  non-disclosure  set forth  herein;
(g)      This LOI does not  obligate  any Party to disclose  information  to the
         other Parties.

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Nothing  in this Part B shall  prevent  any Party  from  disclosing  information
disclosed to it pursuant to this Part B to its advisors,  group companies, or as
required by law or any regulatory body.

None  of the  Parties  shall  make or  permit  to be made  any  announcement  or
disclosure of the existence or terms of the transaction contemplated by this LOI
without the prior written  consent of the other Parties,  unless required by law
or any regulatory body.

Each of OPC,  Hadwaco and Hackman agree that it shall be responsible  for making
its own  decision on the  information  disclosed  to it pursuant to this LOI and
acknowledges  that it will have no right of  action  against  the  others or any
other person in relation to the accuracy,  reasonableness or completeness of any
such  information.  Accordingly,  none of the  Parties  shall be liable  for any
direct,  indirect or  consequential  loss or damage  suffered by any person as a
result  of  relying  on  any  statement   contained  in  or  omitted  from  such
information.

Each  Party  shall  bear its own costs in  relation  to the  negotiation  of the
proposed transaction.

This LOI contains the entire  agreement and  understanding of the Parties - OPC,
Hadwaco   and  Hackman   -and   supersedes   any  prior  oral   and/or   written
understandings.  This LOI may be amended only in writing  signed by all Parties.
By signing this LOI where indicated,  each Party  acknowledges and agrees to the
contents hereof.

If you wish to proceed with negotiations relating to the proposed transaction as
outlined in this LOI, please sign and return the enclosed copy of this LOI. Upon
doing so, Part B only of this LOI is intended to and shall  constitute a legally
binding and enforceable  contract governed by Finnish law and subject to binding
arbitration  to be  conducted  before  and In  accordance  with the rules of the
Finnish Central Chamber of Commerce in Helsinki, Finland. In all other respects,
whether or not accepted by Hackman or Hadwaco,  the remainder of this LOI is not
intended  and shall not create or reflect any binding  contract or other form of
legal  relations  between OPC,  Hackman and/or Hadwaco and each shall be free to
withdraw from negotiations at any time.


Yours sincerely

Ocean Power Corporation                              Hackman Oyj Abp

Date                                                 Date

By: /s/ Philip M Johnson                             By: /s/ Tapio Hintikka
------------------------                             ----------------------
        Philip M Johnson, Vice President                     Tapio Hintikka, CEO
        Ocean Power Corporation                              Hackman Oyj Abp

Hadwaco Ltd Oy

Date

By: /s/ Juhani Kujala
---------------------
        Juhani Kujala, President
        Hadwaco Ltd Oy


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