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of April 18, 2005, by and among Ocean Power Technologies, Inc., a New Jersey
corporation (the "Company") (as to paragraphs 1.1, 1.7, 1.9, 2.1 and 2.2 only),
George W. Taylor ("Dr. Taylor") and Joanne Burns ("Ms. Burns").


WHEREAS, Dr. Taylor and Ms. Burns were parties to that certain Voting and
Right of First Refusal Agreement, dated September 27, 2003 (the "Prior
Agreement"), granting Dr. Taylor certain voting and other rights with respect to
Ms. Burns' holdings of the Company's common stock, no par value per share (the
"Common Stock"); and

WHEREAS, as of the date hereof, Ms. Burns is the record and beneficial
owner of 6,425,746 shares of the Common Stock (the "Current Shares");

WHEREAS, pursuant to the Prior Agreement for a limited period of time, Ms.
Burns formerly desired to irrevocably constitute and appoint Dr. Taylor as her
lawful agent and proxy to vote all of the Current Shares held by Ms. Burns, as
well as any other shares resulting from a stock split, reverse stock split,
stock dividend, combination, reclassification or conversion of such shares, or
any other increase or decrease in the number of such shares effected without the
receipt of further consideration by the Company (all such shares, together with
the Current Shares, being referred to herein collectively as the "Shares");

WHEREAS, Dr. Taylor and Ms. Burns intend to amend certain provisions of the
Prior Agreement to provide for, among other things, an extension of the term of
the agreement and to release Ms. Burns from the voting, transfer and all other
restrictions provided in the Prior Agreement relating to fifty percent (50%)
(3,212,873) of the Shares (the "Released Shares");

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

1. Voting and Transfer Rights.

1.1 With respect to fifty percent (50%) (3,212,873) of the Shares (the
"Proxy Shares"), Ms. Burns hereby irrevocably constitutes and appoints Dr.
Taylor as her true and lawful agent and proxy, with absolute discretion and
authority to: (a) represent, vote, give consents and in all other ways to act in
her place and stead, on any matter at any meeting of the shareholders (whether
regular, general, special or otherwise) of the Company to the same extent as Ms.
Burns could if personally present at any such meeting; and (b) express consent
or dissent to any and all corporate action in writing without a meeting on
behalf of Ms. Burns. Dr. Taylor hereby releases his existing proxy and all other
rights and restrictions granted under the Prior Agreement related to the
Released Shares. Ms. Burns, or any successor holder, shall be entitled to vote
the Released Shares on any matter duly brought before the Company's shareholders


Ms. Burns shall be free to transfer any or all of the Released Shares at her
discretion relating to the proxy and contractual transfer restrictions. The
Company shall use commercially reasonable efforts to promptly remove the
restrictive legends (relating to the contractual voting rights and transfer
restrictions granted to Dr. Taylor) upon all certificates evidencing the
Released Shares.

1.2 In furtherance of the foregoing, Ms. Burns hereby acknowledges that she
has executed an Irrevocable Proxy, in the form attached hereto as Exhibit A (the
"Irrevocable Proxy"), granting to Dr. Taylor an irrevocable proxy pursuant to
the provisions of Section 14A:5-19 of the New Jersey Business Corporation Act to
vote at meetings, or execute and deliver written consents or otherwise act with
respect to, all of the Proxy Shares owned by Ms. Burns as fully, to the same
extent, and with the same effect as Ms. Burns might or could do under any
applicable laws or regulations governing the rights and powers of shareholders
of a New Jersey corporation. Any prior proxy executed by Ms. Burns in favor of
Dr. Taylor or any other party is hereby terminated.

1.3 Ms. Burns agrees that Dr. Taylor (a) may vote the Proxy Shares solely
in his own discretion and in his own best interests as if he was the sole owner
of the Proxy Shares, and (b) shall not have any fiduciary or other duty to Ms.
Burns arising solely with respect to the voting of the Proxy Shares. Except as
provided herein, Dr. Taylor shall not have any liability whatsoever to Ms. Burns
under the terms and provisions of this Agreement or the proxy delivered
simultaneously herewith by Ms. Burns.

1.4 The irrevocable proxy provided for in this Agreement is a proxy related
to the Proxy Shares only and only of the right of a shareholder to vote for or
against, or consent or dissent from, matters submitted to a vote of
shareholders, and does not and shall not be deemed to transfer, waive or
otherwise limit any other right or powers accruing to the shareholder.

1.5 Ms. Burns hereby acknowledges and affirms that this proxy is coupled
with an interest and is irrevocable until April 18, 2008 or sooner termination
of this Agreement, at which point, it shall automatically expire without the
need for further documentation, although Dr. Taylor agrees to promptly execute
and deliver to Ms. Burns any documentation evidencing such termination as
reasonably requested by Ms. Burns.

1.6 Ms. Burns hereby represents and warrants that she is the legal and
beneficial owner

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