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                                                                   EXHIBIT 10.15

O.P.T.

Ocean Power Technologies, Inc.
1590 Reed Road
Pennington, NJ 08534 USA
609-730-0400, Fax: 609 730-0404

September 30, 2005

John. John A. Baylouny
34 Old Mill Drive
Denville, NJ 07834                      By Fax
                                        973-328-2638

Dear John:

Ocean Power Technologies, Inc. ("OPT" or the "Company") hereby offers to you the
position of Senior Vice President, Engineering of Ocean Power Technologies,
Inc., reporting to me. As such, your duties and responsibilities will be those
duties and responsibilities consistent with your position as may from time to
time be assigned by me, including your focus on the Company's engineering and
commercial roll-out of its technology.

OPT may add to or alter your position and responsibilities as deemed appropriate
in the future. The following responsibilities are part of your duties: (a)
devote attention, labor, skill and energy to the business of OPT and diligently,
and to the best of your ability, perform all duties incident to your employment
as described in this letter, and (b) use your best efforts to promote the
interests, goodwill and welfare of OPT.

Compensation for your services, subject to the terms of this letter, shall be
salary of $17,083.33 monthly, which is equivalent to $205,000.00 on an annual
basis, for as long as you are employed or until a change is made by OPT to your
salary. In addition to this base salary, you will be eligible to receive a bonus
of up to 35% of your base salary. To be eligible to receive the bonus, you must
be employed by the Company as of the day that the Company pays the bonus. You
shall be expected to work during OPT's normal operating hours, as well as any
additional hours needed in order to complete your assigned tasks. Payments to
you shall be less all amounts required to be withheld by Federal, State and all
applicable income tax laws, regulations and rulings. You will receive reviews of
your job performance in accordance with OPT's policies. Adjustments to your
compensation, as well consideration for bonus and stock option awards, if any,
will be considered on an annual basis. In addition, the Board of Directors of
OPT has approved granting you at the time you commence employment with the
Company, options to purchase 300,000 shares of the common stock of OPT. Of the
option grant, 100,000 shares will immediately vested at the time of the grant,
and 200,000 shares will be vested over five years, i.e. 40,000 shares vested at
each anniversary of the date of grant. The term of these options will be for a
period of ten (10) years from the date of grant, in accord with the Company's
standard form of stock option agreement. If your employment with OPT is
terminated (i) without "Cause", or (ii) upon any "Change of Control" or OPT, all
the unvested portions of the 200,000 share grant shall vest immediately upon
such termination.

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In addition to the compensation stated in this offer, during your employment you
will be entitled to participate in all employee benefit plans and programs now
or in the future maintained by OPT and offered to all employees of the Company,
as well as those offered to key employees of the Company, so long as you meet
any applicable eligibility requirements. You also will receive vacation time to
be accrued and administered in accordance with OPT's policies, starting with
annual paid vacation of four weeks. In addition, you will be permitted to use up
to five paid sick days. You will also receive a total of ten holidays with pay,
each year.

By accepting this offer, you recognize and acknowledge that you may have access
to certain idea, processes, strategies, trade secrets, methods of operation or
other non-public information ("Confidential Information") of OPT and that all
such information constitutes valuable, special and unique property of OPT. You
agree that you will not, without the prior written consent of OPT, disclose or
authorize or permit anyone under your direction to disclose to anyone not
properly entitled thereto any such Confidential Information relative to the
business, technology, operations, financial condition or services of OPT or any
subsidiary. Accordingly, as part of your acceptance of this offer, you agree to
execute and be bound by the attached Proprietary Information, Restrictive
Covenant and Inventions Agreement ("Agreement").

By accepting this offer, you further represent that you are not bound by any
employment contract, restrictive covenant or other restriction preventing you
from entering into employment with OPT and carrying our your responsibilities to
the Company or which in any way otherwise interferes with or is in conflict with
such employment.

This letter shall not be construed as an agreement, either express or implied,
to employ you for any stated term, and shall in no way alter OPT's policy of
employment at-will, under which both you and OPT remain free to terminate the
employment relationship at any time, with or without notice and with or without
Cause (as defined below). In the case of your termination by the Company for any
reason other than by the Company for Cause, you will receive the following
severance: (a) if such termination occurs within the first 12 months of
employment, you will receive 3 months' severance in form of base pay; (b) if
such termination occurs after the first twelve months of employment, you will
receive 6 months' severance in the form of base pay. Such severance amounts will
be made by the Company on a monthly basis, consistent with the Company's regular
payroll practices. In addition, such severance payments will be conditional upon
the execution by you of a General Release of all claims against the Company. All
payments to your hereunder shall be less taxes and any other deductions required
by law. Except as provided to the contrary in this letter agreement, options
granted to you by the Company shall cease to vest on the actual date of
termination for any reason.

For purposes of this Agreement:

"Cause" means a termination of your employment by the Company because you have
done any of the following: (a) materially breached or materially failed to
perform your duties under applicable law, (b) failed to follow lawful directives
of the Board, or any executive officer to whom you report, (c) failed to follow
the Company's policies and procedures in effect from time to time, (d) committed
an act of dishonesty in the performance of your duties or engaged in willful
misconduct detrimental to the business of the Company, (e) been indicted on
felony charges, (f) been convicted of misdemeanor charges involving any crime of
moral turpitude,

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(g) breached in any material respect or failed to perform in any material
respect your obligations and duties or any Agreement between you and the
Company, or (h) violated your restrictive covenants with the Company (including,
without limit, your noncompete, nonsolicit, nonhire, confidentiality
obligations, and intellectual property transfer obligations regarding the
ownership of intellectual property created or developed, in whole or in part, by
your while an employee of the Company.

"Change in Control" shall have the meaning set forth in Rule 405 of the
Securities Act of 1933.

This letter and the Agreement attached constitute the entire offer to you and,
if you accept, they shall constitute the entire agreement and shall be governed
by the laws of the state of New Jersey. If you agree to the terms of this offer,
please sign and date below, as well as on the attached Agreement, on both the
originals provided, returning one of each original to me.

Should you have any questions concerning this offer, or any other question about
the Company and this position, please contact me. I look forward to hearing from
you.

Sincerely,


-------------------------------------
Dr. George W. Taylor
Chief Executive Officer

I have read and understand this letter. The foregoing correctly sets for the
terms of my employment with OPT

                                        DATE:
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                         OCEAN POWER TECHNOLOGIES, INC.

                PROPRIETARY INFORMATION, RESTRICTIVE COVENANT AND
                       INVENTIONS AGREEMENT ("AGREEMENT")

As an employee of OCEAN POWER TECHNOLOGIES, INC., or any of its subsidiaries or
affiliates (together, the "Company"), and as a condition of my employment by the
Company and in consideration of the compensation now and hereafter paid to me, I
agree to the following:

1.   MAINTAINING CONFIDENTIAL INFORMATION

     (A) COMPANY INFORMATION - I agree at all times during the term of my
     employment and thereafter to hold in strictest confidence, and not to use,
     except for the benefit of the Company, or to disclose to any person, firm
     or corporation, without the written authorization of the Board of Directors
     of the Company, any trade secrets, confidential knowledge, data or other
     proprietary information of the Company. By way of illustration and not
     limitation, such Company information shall include information relating to
     products, processes, know-how, designs, formulas, methods, samples, media
     and/or cell lines, developmental or experimental works, improvements,
     discoveries, plans for research, new products, marketing and selling,
     business plans, budgets and unpublished financial statements, licenses,
     prices and costs, suppliers and customers, and information regarding the
     skills and compensation of other employees of the Company.

     (B) FORMER EMPLOYER INFORMATION - I agree that I will not, during my
     employment with the Company, improperly use or disclose any proprietary
     information or trade secrets of my former or concurrent employers or
     companies, if any, and that I will not bring onto the premises of the
     Company any unpublished documents or any property belonging to my former or
     concurrent employers or companies unless previously and specifically
     consented to in writing by said employers or companies.

     (C) THIRD PARTY INFORMATION- I recognize that the Company has received and
     in the future will receive confidential or proprietary information from
     third parties subject to a duty on the Company's part to maintain the
     confidentiality of such information and, in some cases, to use it only for
     certain limited purposes. I agree that I owe the Company and such third
     parties, both during the term of my employment and thereafter, a duty to
     hold all such confidential and proprietary information in the strictest
     confidence and not to disclose it to any person, firm or corporation
     (except in a manner that is consistent with the Company's agreement with
     the third party) or use it for the benefit of anyone other than the Company
     or such third party (consistent with the Company's agreement with the third
     party), unless expressly authorized to act otherwise by an officer of the
     Company.

2.   ASSIGNMENT OF INVENTIONS AND ORIGINAL WORKS

     (A) INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE COMPANY - I agree that I
     will make prompt written disclosure to the Company, will hold in trust for
     the sole right and benefit of the Company, and hereby assign to the Company
     all my right, title and interest in and to any ideas, inventions, original
     works or authorship, developments,

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     improvements or trade secrets which I may solely or jointly conceive or
     reduce to practice, or cause to be conceived or reduced to practice, during
     the period of my employment with the Company.

     I acknowledge that all original works for authorship which are made by me
     (solely or jointly with others) within the scope of my employment and which
     are protectable by copyright are "works made for hire," as that term is
     defined in the United Stations Copyright Act (17 U.S.C., Section 101).

     (B) INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE UNITED STATES - I hereby
     assign to the United States government all my right, title and interest in
     and to any and all inventions, original works of authorship, developments,
     improvements or trade secrets whenever full title to same is required to be
     in the Unites States by a contract between the Company and the United
     States or any of its agencies.

     (C) OBTAINING LETTERS PATENT, COPYRIGHT REGISTRATIONS AND OTHER PROTECTIONS
     - I will assist the Company in every proper way to obtain and enforce
     United States and foreign proprietary rights relating to any and all
     inventions, original works of authorship, developments, improvements or
     trade secrets of the Company in any and all countries. To that end I will
     execute, verify and deliver such documents and perform such other acts
     (including appearing as a witness) that the Company may reasonable request
     for use in applying for, obtaining, perfecting, evidencing, sustaining and
     enforcing such proprietary rights and the assignment thereof. In addition,
     I will execute, verify and deliver assignments of such proprietary rights
     to the Company or its designee. My obligation to assist the Company with
     respect to proprietary rights in any and all countries shall continue
     beyond the termination of my employment, but the Company shall compensate
     me at a reasonable rate after my termination for the time actually spent by
     me at the Company's request on such assistance.

     In the event the Company is unable for any reason, after reasonable effort,
     to secure my signature on any document needed in connection with the
     actions specified in the preceding paragraph, I hereby irrevocably
     designate and appoint the Company and its duly authorized officers and
     agents as my agent and attorney-in-fact, to act for and in my behalf to
     execute, verify and file any such documents and to do all other lawfully
     permitted acts to further the purposes of the preceding paragraph with the
     same legal force and effect as if executed by me. I hereby waive and
     quitclaim to the Company any and all claims of any nature whatsoever which
     I now or may hereafter have for infringement of any proprietary rights
     assigned to the Company.

     (D) OBLIGATION TO KEEP THE COMPANY INFORMED - In addition to my obligations
     under paragraph 2(a) above, during the period of my employment I will
     promptly disclose to the Company fully and in writing all patent
     applications filed by me or on my behalf. I agree to keep and maintain
     adequate and current records (in the form of notes, sketches, drawings and
     in any other form that may be required by the Company) of all proprietary
     information developed by me and all inventions made by me during the period
     of my employment by the Company, which records shall be available to and
     remain the sole property of the Company at all times.

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3.   NON-COMPETITION

     I agree that, during my employment with the Company and for a period of one
     (1) year after termination of my employment with the Company, I will not,
     without the Company's express written consent, engage in any consulting,
     employment or business that is directly or indirectly competitive with the
     Company or assist others in any business that is competitive with the
     Company. A company shall be considered "competitive" with the Company if
     such company engages in any line of business in competition with the ocean
     energy converter services and/or products with which I was, directly or
     indirectly, engaged while an employee of the Company. However, this
     non-competition provision will not be interpreted to preclude me from
     consulting for, or being employed by, a company that could be considered
     competitive with the Company if my position or work with that company will
     be with a division, affiliate, operational area, or business/product
     lines(s) that is/are unrelated to the product and/or service lines with
     which I worked while employed by OPT. In such case, the provisions of
     section 1 of this agreement will apply.

4.   NON-SOLICITATION/NON-INTERFERENCE

     (A) EMPLOYEES AND INDEPENDENT CONTRACTORS - During my employment and for a
     period of one (1) year after termination of my employment with the Company,
     I will not recruit, solicit, or hire, or assist others in recruiting,
     soliciting or hiring, any past or present employee, director, contractor or
     other business associate (collectively each a "Business Relation") or
     otherwise induce any Business Relation to terminate or cease his/her
     employment or other business relationship with the Company. The term
     Business Relation shall include those individuals or entities who were
     employed, engaged or associated with the Company during my employment or,
     if after the termination of my employment, within the twelve (12) month
     period prior to the termination of my employment.

     (B) CLIENTS, CUSTOMERS AND BUSINESS CONTACTS - During my employment and for
     the period of one (1) year after termination of my employment with the
     Company, I will not solicit, divert, or take away, or attempt to solicit,
     divert or take away the business or patronage of any of the clients,
     customers, business contacts or accounts of the Company which were
     contacted, solicited or served by me at any time during my employment with
     the Company or regarding which I had access to substantive confidential
     information.

5.   NO CONFLICTING OBLIGATIONS

     I represent that my performance of all the terms of this Agreement and as
     an employee of the Company does not and will not breach any agreement or
     obligation of mine relating to any time prior to my employment by the
     Company. I have not entered into, and I agree I will not enter into, any
     agreement either written or oral in conflict herewith.

6.   RETURN OF COMPANY PROPERTY

     When I leave the employ of the Company or upon any request from the
     Company, I will deliver to the Company (and will not keep in my possession,
     recreate or deliver to anyone

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     else) any and all devices, records, data, notes, reports, proposals, lists,
     correspondence, specifications, drawings, blueprints, sketches, materials,
     equipment, other documents or property, together with all copies thereof
     (in whatever medium recorded) belonging to the Company, its successors or
     assigns whether kept at the Company, home or elsewhere. I further agree
     that all Company property, including disks and other storage media and
     filing cabinets or other work areas in subject to inspection by Company
     personnel at any time with or without notice.

7.   NOTIFICATION OF NEW EMPLOYER

     In the event that I leave the employ of the Company, I hereby consent to
     the notification of my new employer of my rights and obligations under this
     Agreement.

8.   LEGAL AND EQUITABLE REMEDIES

     Because my services are personal and unique and because I may have access
     to and become acquainted with the proprietary information of the Company,
     the Company shall have the right to enforce this Agreement and any of its
     provisions by injunction, specific performance or other equitable relief,
     without bond and without prejudice to any other rights and remedies that
     the Company may have for a breach of this Agreement.

9.   GENERAL PROVISIONS

     (A) NOT AN EMPLOYMENT CONTRACT - I agree and understand that nothing in
     this Agreement shall confer any right with respect to continuation of my
     employment by the Company, nor shall it interfere in any way with my right
     or the Company's right to terminate my employment at any time, with or
     without cause.

     (B) GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION - This Agreement will
     be governed by and construed according to the laws of the State of New
     Jersey, excluding conflicts of laws principles. I hereby expressly consent
     to the personal jurisdiction of the state and federal courts located in New
     Jersey for any lawsuit filed there against me by the Company arising from
     or relating to this Agreement.

     (C) ENTIRE AGREEMENT - This Agreement sets forth the final, complete and
     exclusive agreement and understanding between the Company and me relating
     to the subject matter hereof and supersedes all prior and contemporaneous
     understandings and agreements relating to its subject matter. No
     modification of or amendment to this Agreement, nor any waiver of any
     rights under this Agreement, will be effective unless in writing and signed
     by both the Company and me. Any subsequent change or changes in my duties,
     salary or compensation will not affect the validity or scope of this
     Agreement.

     (D) SEVERABILITY - If one or more of the provisions in this Agreement are
     deemed unenforceable by law, then the remaining provisions will continue in
     full force and effect.

     (E) SUCCESSORS AND ASSIGNS - This Agreement will be binding upon my heirs,
     executors, administrators and other legal representatives and will be for
     the benefit of the Company, its successors and its assigns.

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     (F) SURVIVAL - The provisions of this Agreement shall survive the
     termination of my employment and the assignment of this Agreement by the
     Company to any successor in interest of other assignee.

     (G) WAIVER - No Waiver by the Company of any breach of this Agreement shall
     be waiver of any preceding or succeeding breach. No waiver by the Company
     of any right under this Agreement shall be construed as a waiver of any
     other right. The Company shall not required to give notice to enforce
     strict adherence to all terms of this Agreement.

     (H) NOTICE - Any notices required or permitted hereunder shall be given to
     the appropriate party at the address specified below or at such other
     address as the party shall specify in writing. Such notice shall be deemed
     given upon personal delivery, or sent by certified or registered mail,
     postage prepaid, three (3) days after the date of mailing.

This Agreement shall be effective as of the first day of my employment with the
Company, namely: _____________________, 20__.

I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING
MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S
PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.


Dated: October 2, 2005                  /s/ John A. Baylouny
                                        ----------------------------------------
                                        Signature


                                        /s/ John A. Baylouny
                                        ----------------------------------------
                                        Printed Name of Employee