EXHIBIT 10.9

Helsinki March 5th, 2001                Confidential

Hadwaco
A Hackman Company

Ocean Power Corporation
El Dorado Hills
CA 95762
5000 Robert J.Matthews Pkwy

cc:
Ocean Power UK Limited
400 Thames Valley Park Drive
Reading,England,RG6 PT

Dear Gentlemen

We refer to our many discussions and confirm Hadwaco's and Hackman's interest to
go ahead  with the plans to  establish  Newco  based on an  ownership  structure
between Ocean Power Corporation ("OPC") and Hadwaco/Hackman.  We are waiting for
your detailed proposal within the next days.

Last week we discussed  with each others  about  drawings etc and we promised to
send you  material as soon as  possible. However  we have come to the  following
conclusions covering Aquamax-Hadwaco cooperation:

The basical patents -owned by  Aquarnax-Keeran  - do cover evaporators where one
is using a thin ( less than 0.1 mm) plastic material.  An essential component is
the plastic heat  exchanger.  The  cartridges are fed through a main channel and
liquid is  distributed  in  parallel.  This is the main  content of patents that
Hadwaco - after  meeting big troubles of  non-working  Aquamax  technology - has
never  found  out a way to go  around  since the  troubles  with  Aquamax-Keeran
started.

The whole process is described below.

1. The first step after making a license agreement with Aquamax 1993 was that we
got  drawings  and  design  information  to  produce  a  model  300  evaporator.
Cartridges and heat  exchangers at this phase - are made by Aquamax  themselves.
The cartridge type was so called honeycomb. After the first delivery it came out
that the whole set was not at all  working  and that the  cartridge  design  was
wrong causing tearing and holes after a few days running.

2.The second step was that Hadwaco started to design a cascade type of cartridge
without Aquamax being interested. This was made 100% by Hadwaco and all the film
materials were totally changed.  This happened  1994-1995.  In the beginning the
production of cartridges was made by Aquamax.  During spring 1995 the production
was  taken  to  our  factory  in  Sorsakoski  at  the  same  time  when  several
improvements were made with cascade type that was not yet finished.

3. The next step was bubble film cartridge made 100 % by ourselves and utilizing
totally different form of outside surface,  totally different welding technology
and avoiding  wrinkling,  tearing and holes almost totally.  This project is now
that far that we can get 20-25 % higher  capacity,  much longer life time and we
manage higher running temperatures.  The possible start of deliveries for bubble
cartridge will be August-October 2001.

<PAGE>

The whole story-  unfortunately is still based less than 0.1 mm plastic material
and plastic heat  exchanger  that is fed through the train  channel as described
above.

So the case is that we have now  another  technology  and  product but the train
specifications  at the original patents seem to cover it (?)None of the original
material can be used any more and we only follow the basic process including MVR
and evaporator.

The  technical  part of this very  complicated  and we propose that some of your
patent  specialists should visit us during week beginning 5th  March and to have
a  systematical  analysis  of the case.  Drawings  alone will not help.  All our
specialists are here and all the documents as well.

We are writing this under  confidential  circumstances in order to reach a stage
where we together can turn this business to a great success. So our idea is that
we have to carry on with  circumstances  where the basic  patents are hill valid
but a legal process will first show what are the realistic  compensations  for a
networking technology that we have developed to a working one.

The  agreement  between  Hadwaco and Aquamax is  according  to clause 11 of that
agreement valid until 31.12.2004 and shall continue  automatically in periods of
one year unless not terminated by Hadwaco with six months prior written  notice.
Hadwaco is also this only company in the world  producing  these type of plastic
heat  exchangers  and we have no  agreement  or  obligation  to sell  any of our
cartridges to Aquamax or Keeran.

Amendment to part B of the Lo1 dated November 2000
--------------------------------------------------

Without  limiting  the  provisions  of part B of the  Letter of Intent  dated 29
November 2000 and signed on a December 2000 (the "LOT"), we require that OPC use
the information  contained in this letter - and other  confidential  information
disclosed by us later during the next visit and during continued discussions and
negotiations  - to  cooperate  with us and shall  not use any such  confidential
information  accept as provided in this paragraph and in accordance  with Part B
of the LOT.  We further  require  that the  results of any patent  investigation
conducted  by or on behalf of OPC  involving  our patents  and/or our  technical
information'  shall be shared with us without any delay but we acknowledge  that
there  shall be no  obligation  for OPC to provide  us with such  results to the
agent  that this  would  entail a waiver or loss of the  privilege  that  exists
between  Ocean  Power  Corporation  and its  lawyers.  We are waiting for a duly
signed  confirmation  from OPC that OPC agrees to the amendment to Part B of the
Lol act out in this paragraph.

We look forward hearing from you very soon.

Yours sincerely

Hadwaco Ltd Oy                              Hackman Oyj Abp

Date 7-3-2001                               Date  8-3-2001


By: Juhani Kujala                           By: Tapio Hintikka
----------------------------                -----------------------
    Juhani Kujala, President                    Tapio Hintikka, CEO
    Hadwaco Ltd Oy                              Hackman Oyj Abp

The  above  amendment  to part B of the hol  dated,2R  November  2400 is  hereby
confirmed

Ocean Power Corporation

Date: 6 March 2001

By: /s/ Philip M. Johnson
-------------------------
        Philip M. Johnson, Vice President
        Ocean Power Corporation