EXHIBIT 2.03

                                   Term Sheet
                                   ----------

                  Trinad Capital Master Fund Ltd. (or an affiliated entity) (the
"Plan  Sponsor")  hereby  offers to sponsor a plan of  reorganization  for Ocean
Power  Corporation  ("OPC").  The  terms  and  conditions  of such  offer are as
follows:

Price:            Plan Sponsor will pay $500,000 to the OPC  bankruptcy  estate.
-----             Such funds shall be placed into deposit with OPC's  counsel as
                  follows:  (a) $100,000 (the "Deposit")  within 3 business days
                  of  countersignature  of this term sheet;  (b)  $400,000  (the
                  "Balance") ten days prior to the  confirmation  hearing.  Both
                  the  Deposit  and the  Balance  shall  be  held  in an  escrow
                  account,  and  shall  be fully  refundable  in the  event  the
                  transaction does not close; provided,  however, $50,000 of the
                  Deposit (the "Pre-closing Advance") may be used to funds costs
                  of  concluding  the  transaction  (fees and  expenses of OPC's
                  counsel,  audit fees,  taxes and SEC filing  expenses)  in the
                  event  that OPC's  estate  does not have  sufficient  funds to
                  conclude the transaction and OPC believes, in good faith, that
                  use of such Pre-closing Advance will be sufficient to conclude
                  the transaction.

Stock:            The plan of  reorganization  shall provide for the issuance of
-----             new  common  stock,  93% of which  shall be issued to the Plan
                  Sponsor,  7% to be issued to the OPC estate to be  distributed
                  as  follows:  (a)  4.0% to  unsecured  creditors;  (b) 3.0% to
                  current shareholders (without regard class of stock).

Filings:          OPC shall  complete and file all  delinquent  SEC Form 10K and
-------           SEC Form 10Q  filings  prior to  confirmation  of the plan or,
                  alternatively, obtain confirmation of the plan notwithstanding
                  such  non-completion.  In addition OPC shall complete and file
                  all delinquent  state,  local and federal tax returns or other
                  necessary  forms to ensure that it is in good  standing in its
                  state of  incorporation  and  provide a recent  good  standing
                  certificate to evidence such good standing.

Merger:           The  Plan  Sponsor  has  identified  a merger  candidate  (the
------            "Merger  Candidate")  as the  business  to be merged  into the
                  reorganized  debtor. It is intended that the merger will occur
                  promptly  following  confirmation of the plan and the issuance
                  of new common stock in the reorganized debtor. Notwithstanding
                  the  foregoing,  the  parties  acknowledge  and agree that the
                  merger will be subject to customary conditions,  including the
                  following:  (i) the  negotiation  and  execution of definitive
                  documents  in form  acceptable  to the Plan Sponsor and Merger
                  Candidate,  (ii) the satisfactory completion of due diligence,
                  and (iii) the absence of any  material  adverse  change in the
                  business  of  the  Merger   Candidate.   The  merger  will  be
                  consummated  pursuant  to  a  merger  agreement,  which  shall
                  contain,   among  other  things,   detailed  and   appropriate
                  representations  and  warranties,   affirmative  and  negative
                  covenants and closing conditions customary for transactions of
                  that  type  and the  Plan  Sponsor  gives  no  assurance  that
                  agreement  will be  reached  with the  Merger  Candidate  with
                  respect to the terms of such merger agreement.

Plan:             Upon  counter-signature  of this binding term sheet, OPC shall
----              prepare and file a plan or  reorganization  that  provides for
                  the  above  transaction,   and  a  disclosure  statement  that
                  adequately  details the  transaction as required by applicable
                  bankruptcy  law. Plan Sponsor shall provide OPC with financial
                  and other

<PAGE>

                  information  OPC requires to complete the plan and  disclosure
                  statement, including, without limitation: the nature of Merger
                  Candidate's  business,  the financial  operation of the Merger
                  Candidate,  disclosure  of proposed  officers and directors of
                  the  reorganized   debtors,   one  year  projections  for  the
                  reorganized  debtor  post-merger,  and such other  information
                  necessary to satisfy applicable bankruptcy law.

Discharge:        The plan and/or the  confirmation  order  shall  provide for a
---------         discharge of  indebtedness,  and that the  reorganized  debtor
                  shall have no ongoing  obligations  for any debt arising prior
                  to the merger.

Court
Approval:         This  transaction,  entry into this agreement,  and all of the
--------          obligations  hereunder,  are subject to and  conditioned  upon
                  approval  of  the  bankruptcy   court,  and  approval  of  the
                  contemplated plan by the bankruptcy court presiding over OPC's
                  chapter 11 case.

Cooperation:      Plan Sponsor shall assist OPC, as necessary,  in responding to
-----------       inquiries, concerns and/or objections (if any) to the proposed
                  transaction.

Costs:            Except as otherwise set forth herein,  both parties shall rely
-----             on their own  professionals,  and shall  bear  their own costs
                  associated with this transaction.

Additional
Terms:            It  is  expressly   acknowledged   and  understood  that  such
-----             additional  terms as may be necessary  and customary in a plan
                  or  reorganization  shall  be  included  by OPC in  connection
                  therewith.

Counterparts
Fax Signature:    This agreement may be signed in counterparts,  and a facsimile
-------------     signature shall have the same force and effect as an original.


         Please confirm your agreement to this proposal by countersigning in the
space provided below.

                                               Very truly yours,

                                               Ocean Power Corp.

                                               By: /s/ J. MICHAEL HOPPER
                                                       -----------------
                                                       J. Michael Hopper

ACCEPTED AND AGREED:
  Trinad Capital Master Fund Ltd.

    By: Trinad Management, LLC

    By: /s/ [SIGNATURE ILLEGIBLE]
        -------------------------
        Managing Member

                               OPC Plan Term Sheet
                                     Page 2

<PAGE>

                         Halperin Battaglia Raicht, LLP
                                   Law Offices
                         555 Madison Avenue - 9th Floor
                            New York, New York 10022

Alan D. Halperin                                       Telephone: (212) 765-9100
Christopher J. Battaglia                               Facsimile: (212) 765-0964
Robert D. Raicht                               e-mail: ahalperin@halperinlaw.net
        o
Debra J. Cohen
Neal W. Cohen
Ethan D. Ganc
Carrie E. Mitchell
Elizabeth L. Rose
        o
Walter Benzija
Donna H. Lieberman
Andrew P. Saulitis
   Of Counsel

                                                   September 18, 2007

BY EMAIL TRANSMISSION
---------------------

Mr. Jay Wolf
Mr. Charles C. Bentz
Trinad Capital Master Fund, Ltd.
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067

                           Re:      Term Sheet between  Ocean Power  Corporation
                                    (the  "Debtor")  and Trinad  Capital  Master
                                    Fund, Ltd.  ("Trinad"),  dated as of October
                                    13, 2006 (the "Term Sheet")

Dear Jay and Charlie:

                  This office is counsel to the Debtor.

                  Reference  is made to the  above-referenced  Term Sheet  under
         which  Trinad  has  agreed to fund a plan of  reorganization  under the
         terms and conditions set forth therein.

                  Paragraph 2 of the Term Sheet titled  "Stock" shall be deleted
         in its entirety and the following  new  Paragraph 2 substituted  in its
         place and stead:

                  The plan shall  provide for the issuance of new common  stock,
                  93% of which  shall be  issued to the Plan  Sponsor,  7% to be
                  issued to the OPC estate to be distributed as follows:  (a) 6%
                  to  unsecured  creditors  and (b) 1% to  current  shareholders
                  (without regard to class of stock), provided, however, that in
                  the event the plan is confirmed  under Section  1129(b) of the
                  Bankruptcy Code,  unsecured creditors shall
<PAGE>

                  receive   only  4%  of  the  new  common   stock  and  current
                  shareholders  will receive no distribution  under the plan and
                  96% of the  new  common  stock  will  be  issued  to the  Plan
                  Sponsor.

HALPERIN BATTAGLIA RAICHT, LLP

Jay Wolf
Charles C. Bentz
September 18, 2007
Page Two

                  Except as  expressly  modified  hereby,  the Term Sheet  shall
         remain in full force and effect.

                  Please  indicate   Trinad's   agreement  and  consent  to  the
         foregoing in the place  provided below and return a copy of this letter
         to this office.

                                                      Very truly yours,

                                                      /s/ ALAN D. HALPERIN
                                                      --------------------
                                                      Alan D. Halperin

AGREED AND CONSENT TO:

Trinad Capital Master Fund, Ltd.

By: /s/ CHARLES C. BENTZ
    --------------------------
        Name: Charles C. Bentz
        Title: