Exhibit 10.3

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made, entered into and effective
as of September 1, 2004 (the "Effective Date"),  between HQ Sustainable Maritime
Industries  Inc., a Delaware  corporation  with its principal  place of business
located at 14 Wall Street, Suite 2000, New York, NY, 10005 (the "Company"),  and
Jean-Pierre Dallaire, an individual residing at 656 Montclair,  Mont St-Hilaire,
Qc, Canada, J3H 3W8 (the "Executive").

     WHEREAS, prior commencing to the Effective Date (the "Inception Date"), the
Executive  has been  employed  by, and has been  performing  services  for,  the
Company; and

     WHEREAS,  the Company and the Executive wish to  memorialize  the terms and
conditions of the Executive's employment by the Company in the position of Chief
Financial Officer;

     NOW,  THEREFORE,  in consideration of the covenants and promises  contained
herein, the Company and the Executive agree as follows:

     1. Employment Period.  The Company offers to employ the Executive,  and the
Executive  agrees to be employed by Company,  in  accordance  with the terms and
subject to the  conditions of this  Agreement,  commencing on the Effective Date
and  terminating on the fifth  anniversary of the Effective Date (the "Scheduled
Termination  Date"),  unless  terminated  in accordance  with the  provisions of
paragraph 11  hereinbelow,  in which case the  provisions  of paragraph 11 shall
control,  provided  however,  that unless either party  provides the other party
with written notice of his or its intention not to renew this Agreement at least
six (6) months prior to the Scheduled  Termination  Date,  this Agreement  shall
automatically  renew for an additional  five-year  period  commencing on the day
after the Scheduled Termination Date and terminating on the fifth anniversary of
the day after the Scheduled  Termination  Date.  The  Executive  affirms that no
obligation exists between the Executive and any other entity which would prevent
or impede the Executive's  immediate and full performance of every obligation of
this Agreement.

     2.  Position  and  Duties.  During the term of the  Executive's  employment
hereunder,  the  Executive  shall  continue  to serve in, and assume  duties and
responsibilities  consistent  with,  the  position of Chief  Financial  Officer,
unless and until otherwise  instructed by the Company.  The Executive  agrees to
devote  substantially all of his working time,  skill,  energy and best business
efforts  during the term of his employment  with the Company,  and the Executive
shall not engage in  activities  outside  the scope of his  employment  with the
Company if such  activities  would detract from or interfere with his ability to
fulfill  his  responsibilities  and  duties  under  this  Agreement  or  require
substantial amounts of his time or of his services.  Notwithstanding anything to
the contrary  contained herein, the Executive may hold officer and non-executive
director positions (or the equivalent position) in or at other entities that are
affiliated and not affiliated with the Company.  The Company  acknowledges  that
the  Executive  currently  holds,  and  acknowledges  the  Executive's  right to

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continue to hold, such positions in such entities and to continue to fulfill his
obligations  in connection  with holding such positions in such entities so long
as  it  does  not  interfere   with  his  ability  to  perform  his  duties  and
responsibilities hereunder.

     3. No Conflicts.  The Executive covenants and agrees that for so long as he
is  employed  by the  Company,  he shall  inform  the  Company of each and every
business  opportunity related to the business of the Company of which he becomes
aware,  and  that  he  will  not,  directly  or  indirectly,  exploit  any  such
opportunity  for his own  account,  nor will he render any services to any other
person or business,  acquire any  interest of any type in any other  business or
engage in any  activities  that conflict with the  Company's  best  interests or
which is in competition with the Company.

     4.  Hours of Work.  The  Executive's  normal  days and hours of work  shall
     coincide with the Company's regular business hours. The nature of the
Executive's  employment  with the Company  requires  flexibility in the days and
hours that the Executive must work, and may necessitate  that the Executive work
on other or additional days and hours.

     5. Location. The locus of the Executive's employment with the Company shall
be the Company's  office  located at 14 Wall Street,  Suite 2000,  New-York,  NY
10005.

     6. Compensation.

     a. Base Salary.  During the term of this Agreement,  the Company shall pay,
and the  Executive  agrees  to  accept,  in  consideration  for the  Executive's
services  hereunder,  pro  rata  bi-weekly  payments  of the  annual  salary  of
US$100,000.00,  less all applicable taxes and other appropriate deductions.  The
Executive's  base  salary  shall be  increased  annually,  on  January 1 of each
calendar  year,  in amount no less than ten  percent  (10%).  In  addition,  the
Company's  Board of Directors  (the "Board") shall review the  Executive's  base
salary  annually  to  determine  whether  it should be  increased  more than ten
percent  (10%).  The  decision to increase  the  Executive's  base more than ten
percent  (10%) and the amount of any such  increase  shall be within the Board's
sole discretion.

     b. Annual Bonus. During the term of this Agreement,  the Executive shall be
entitled  to an annual  bonus in an amount  no less than  US$25,000.00  for each
calendar year (or pro-rata  portion thereof in the case of a period of less than
twelve (12)  months).  The decision to pay any annual bonus to the  Executive in
excess of  US$25,000.00,  and the amount of any annual bonus increment in excess
of US$25,000.00, shall be within the Board's sole discretion based on its review
of the operating  performance of the Company  during the preceding  fiscal year.
Each annual bonus shall be paid by the Company to the Executive  promptly  after
the first meeting of the Board  following the previous  calendar year, but in no
case later than March 30th of each year.

     7.  Expenses.  During the term of this  Agreement,  the Executive  shall be
entitled to payment or reimbursement of any reasonable expenses paid or incurred
by him in  connection  with and  related  to the  performance  of his duties and
responsibilities  hereunder for the Company, including attorney's fees and other


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costs  related to the  Company's  Directors  and  Officers  Liability  Insurance
Policy(ies)  not  covered  or  reimbursed  by such  insurance  policy(ies).  All
requests by the Executive for payment of reimbursement of such expenses shall be
supported by appropriate invoices,  vouchers,  receipts or such other supporting
documentation  in such form and containing  such  information as the Company may
from time to time require,  evidencing that the Executive,  in fact, incurred or
paid said expenses.

     8.  Vacation.  During the term of this  Agreement,  the Executive  shall be
entitled  to accrue,  on a pro rata  basis,  25  vacation  days,  per year.  The
Executive shall be entitled to carry over any accrued, unused vacation days from
year to year without limitation.

     9. Stock  Options.  Subject to the  adoption  of a stock  option  plan (the
"Stock Option Plan") by the Board,  the Company hereby agrees that the Executive
shall be eligible for  non-qualified  stock options on the terms and  conditions
hereinafter stated:

     a. Grant of Options.  On the later of the  Effective  Date or the date that
the Board  adopts the Stock  Option Plan (the "Grant  Date"),  the Company  will
grant the  Executive an option to purchase an aggregate of ten percent  (10%) of
the then fully diluted shares of the Company's common voting stock that are made
available  under the Stock Option Plan.  In addition,  at the  beginning of each
calendar  quarter  occurring  after the Grant  Date but  during the term of this
Agreement,  the  Company  will  grant the  Executive  an option to  purchase  an
aggregate of two and one half percent (2.5%) of the then fully diluted shares of
the Company's common voting stock that are made available under the Stock Option
Plan.  Each  grant  shall  be  evidenced  by  an  Option  Agreement  in  a  form
substantially identical to EXHIBIT A, attached hereto and made a part hereof.

     b. Option Price.  The per share exercise price of options granted  pursuant
to this  paragraph 9 shall be the fair market value per share of Company  common
voting stock on the date such option is granted.

     c. Vesting and Exercise.  Fifty percent (50%) of the options granted on the
Grant Date shall be vested and exercisable from and after the Grant Date and the
remaining  fifty  percent  (50%) of the options  granted on the Grant Date shall
vest  and  become  exercisable  on the  first  anniversary  of the  Grant  Date.
Subsequent grants of stock options shall vest and be exercisable pursuant to the
terms and conditions of the Stock Option Plan.

     d. Accelerated  Vesting.  In the event the Executive is terminated  without
Cause or terminates  this  agreement  for Good Reason,  all granted and unvested
options  granted  pursuant to this Agreement  shall  immediately  vest and shall
become immediately exercisable by the Executive.

     e.  Payment.  The  full  consideration  for  any  shares  purchased  by the
Executive  shall be paid in cash or on such other terms as the Executive and the
Company may agree.


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     10. Other Benefits.

     a. During the term of this  Agreement,  the Executive  shall be eligible to
participate in incentive,  savings,  retirement  (401(k)),  and welfare  benefit
plans,  including,  without limitation,  health,  medical,  dental, vision, life
(including  accidental death and dismemberment)  and disability  insurance plans
(collectively,  "Benefit  Plans"),  in  substantially  the  same  manner  and at
substantially the same levels as the Company makes such opportunities  available
to the Company's managerial or salaried employees executive employees.

     b. Notwithstanding anything contained in paragraph 10(a) hereinabove to the
contrary:

          (i) The cost of the  Executive's  coverage  under  the  Benefit  Plans
providing health, medical,  dental, vision, life (including accidental death and
dismemberment) and disability insurance, shall be paid by the Company.

          (ii) The  Executive's  spouse and  dependent  minor  children  will be
covered under the Benefit Plans providing health,  medical,  dental,  and vision
benefits, and the cost of such coverage shall be paid by the Company.

          (iii) The Company shall reimburse the Executive for any  out-of-pocket
expenses incurred in connection with the Benefit Plan coverages provided in this
paragraph 10 as the result of any  deductible or  co-insurance  provision of any
insurance  policy;  provided  however,  that any such  reimbursements  shall not
exceed Ten Thousand Dollars (US$10,000.00) per calendar year.

          (iv) The Company will purchase,  at its expense,  long-term disability
insurance  providing the Executive with payments of US$10,000.00 per month until
age sixty-five (65), or the maximum authorized by legislation; provided however,
that  if the  cost of  such  long-term  disability  insurance  coverage  exceeds
US$12,000.00 per year, the Executive shall be required to pay any premium amount
in excess of US$12,000.00 per year and if the Executive  chooses not to pay such
excess  premium  amount,  the Company  shall only be required to provide as much
long-term disability insurance as can be purchased for US$12,000.00 per year.

          (v) The Company  shall  purchase a directors  and  officers  liability
insurance policy or otherwise obtain directors and officers liability  insurance
coverage,  in the  amount  of Five  Million  Dollars  (US$5,000,000.00)  for the
Executive  as soon as  practicable  but in no  event  later  than the end of the
Company's first fiscal year following the Effective Date.


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<PAGE>




11. Termination of Employment.

     a.  Death.  In the  event  that,  during  the term of this  Agreement,  the
Executive dies,  this Agreement and the Executive's  employment with the Company
shall automatically  terminate and the Company shall have no further obligations
or liability to the  Executive or his heirs,  administrators  or executors  with
respect  to  compensation  and  benefits  accruing  thereafter,  except  for the
obligation to pay the Executive's heirs,  administrators or executors any earned
but unpaid base salary,  unpaid pro rata annual bonus and unused  vacation  days
accrued through the date of death.  The Company shall deduct,  from all payments
made hereunder,  all applicable taxes,  including income tax, FICA and FUTA, and
other appropriate deductions.


     b. Disability.  In the event that,  during the term of this Agreement,  the
Executive  shall be prevented from  performing  his duties and  responsibilities
hereunder to the full extent required by the Company by reason of  "Disability,"
as defined hereinbelow,  this Agreement and the Executive's  employment with the
Company  shall  automatically  terminate  and the Company  shall have no further
obligations  or  liability  to the  Executive  or his heirs,  administrators  or
executors with respect to compensation and benefits accruing thereafter,  except
for the obligation to pay the Executive's heirs, administrators or executors any
earned but unpaid base salary,  unpaid pro rata annual bonus and unused vacation
days accrued through the date of Disability.  The Company shall deduct, from all
payments made hereunder,  all applicable  taxes,  including income tax, FICA and
FUTA, and other appropriate  deductions through the last date of the Executive's
employment with the Company. For purposes of this Agreement,  "Disability" shall
mean a physical  or mental  disability  that  prevents  the  performance  by the
Executive,  with  or  without  reasonable  accommodation,   of  his  duties  and
responsibilities  hereunder  for a  continuous  period  of not  less  than  four
consecutive  months,  or not less than an  aggregate  of four months  during any
one-year period.

         c. "Cause."

          (i) At any time  during the term of this  Agreement,  the  Company may
terminate this Agreement and the Executive's  employment  hereunder for "Cause."
For  purposes  of this  Agreement,  "Cause"  shall  mean:  (a) the  willful  and
continued  failure  of the  Executive  to perform  substantially  his duties and
responsibilities  for the Company (other than any such failure  resulting from a
Disability)  after a written demand for substantial  performance is delivered to
the Executive by the Company, which specifically  identifies the manner in which
the Company  believes  that the Executive  has not  substantially  performed his
duties and responsibilities, which willful and continued failure is not cured by
the Executive within thirty (30) days of his receipt of said written demand; (b)
the conviction  of, or plea of guilty or nolo contendre to, a felony,  after the
exhaustion  of  all  available  appeals;  or (c)  the  willful  engaging  by the
Executive in gross misconduct which is materially and demonstratively  injurious
to the Company, after a written demand to cease or cure such gross misconduct is
delivered to the Executive by the Company,  which  specifically  identifies  the


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<PAGE>

manner in which the Company  believes that the  Executive  has  committed  gross
misconduct  that is  materially  and  demonstratively  injurious to the Company,
which gross  misconduct  does not cease or is not cured by the Executive  within
thirty (30) days of his receipt of said written demand.

          (ii)  Termination of the Executive for "Cause"  pursuant to paragraphs
11(c)(i)(a)  and (c) shall be made by delivery to the Executive of a copy of the
written  demand  referred to in paragraphs  11(c)(i)(a)  and (c), or pursuant to
paragraphs  11(c)(i)(b) by a written  notice,  either of which shall specify the
basis of such  termination and the  particulars  thereof and finding that in the
reasonable  judgment  of  the  Company,  the  conduct  set  forth  in  paragraph
11(c)(i)(a),  11(c)(i)(b) or 11(c)(i)(c),  as applicable,  has occurred and that
such occurrence warrants the Executive's termination.

          (iii) Upon  termination  of this  Agreement  for  "Cause," the Company
shall have no further  obligations  or liability to the  Executive or his heirs,
administrators   or  executors  with  respect  to   compensation   and  benefits
thereafter, except for the obligation to pay the Executive any earned but unpaid
base  salary,  unpaid pro rata annual  bonus and unused  vacation  days  accrued
through the  Executive's  last day of employment  with the Company.  The Company
shall deduct, from all payments made hereunder,  all applicable taxes, including
income tax, FICA and FUTA, and other appropriate deductions.

         d. "Good Reason."

          (i) At any time  during  the term of this  Agreement,  subject  to the
conditions  set forth in paragraph  11(d)(iii)  hereinbelow,  the  Executive may
terminate this  Agreement and the  Executive's  employment  with the Company for
"Good  Reason." For purposes of this  Agreement,  "Good  Reason"  shall mean the
occurrence, without the Executive's consent, of any of the following events: (a)
the assignment to the Executive of duties that are significantly different from,
and that result in a  substantial  diminution  of, the duties that he assumed on
the  Inception  Date;  (b) the  assignment  to the  Executive of a title that is
different  from  and   subordinate  to  the  title   specified  in  paragraph  2
hereinabove,  or (c) a Change of  Control  (as  defined in  paragraph  11(d)(ii)
hereinbelow).

          (ii) For  purposes of this  Agreement,  "Change of Control"  means the
Company's Board votes to approve: (a) any consolidation or merger of the Company
pursuant  to  which  fifty  percent  (50%)  or  less of the  outstanding  voting
securities of the surviving or resulting  company are not owned  collectively by
the common share and warrant holders of Sino-Sult  Canada  (S.S.C.)  Limited and
Red Coral Group  Limited,  Inc. as of  September 1, 2004 (the  "Current  Control
Group"); (b) any sale, lease,  exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the assets of
the  Company  other than any sale,  lease,  exchange  or other  transfer  to any
company  where the  Company  owns,  directly or  indirectly,  100 percent of the
outstanding  voting securities of such company after any such transfer;  (c) any
person or persons (as such term is used in Section  13(d) of the Exchange Act of
1934, as amended), other than the Current Control Group, shall acquire or become
the  beneficial  owner (within the meaning of Rule 13d-3 under the Exchange Act)
whether directly,  indirectly,  beneficially or of record, of 50 percent or more
of outstanding  voting  securities of the Company;  or (d)  commencement  by any
entity,  person,  or group  (including  any  affiliate  thereof,  other than the
Company) of a tender  offer or exchange  offer where the offeree  acquires  more
than 50 percent of the then outstanding voting securities of the Company.


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          (iii) The Executive  shall not be entitled to terminate his employment
with the Company and this  Agreement for "Good  Reason"  unless and until (a) he
shall have  received  written  notice from the Company of the  occurrence  of an
event  constituting  "Good Reason" as that term is defined in paragraph 11(d)(i)
and (ii)  hereinabove,  which  written  notice the Company  shall deliver to the
Executive within five (5) business days of the occurrence of any such event; (b)
he shall  have  delivered  written  notice to the  Company of his  intention  to
terminate this  Agreement or his employment  with the Company for "Good Reason,"
which notice specifies in reasonable detail the circumstances claimed to provide
the basis for such  termination for "Good Reason," within 30 days of his receipt
from the Company of the written  notice  described  in  paragraph  11(d)(iii)(a)
hereinabove,  the  Executive's  having  obtained  actual  knowledge  of a  "Good
Reason;"  and (c) the  Company  shall  not  have  eliminated  the  circumstances
constituting  "Good Reason"  within 30 days of its receipt from the Executive of
the written notice described in paragraph 11(d)(iii)(b) hereinabove.

          (iv) In the event that the Executive terminates this Agreement and his
employment  with the Company for "Good Reason," the Company shall pay or provide
to  the  Executive  (or,   following  his  death,  to  the  Executive's   heirs,
administrators or executors):  (a) any earned but unpaid base salary, unpaid pro
rata annual bonus and unused vacation days accrued through the Executive's  last
day of  employment  with the  Company;  (b) the  Executive's  full  base  salary
(including  guaranteed annual ten percent (10%) increases) through the Scheduled
Termination Date; (c) the Executive's guaranteed annual bonuses in the amount of
US$25,000.00  that he would have been awarded through the Scheduled  Termination
Date;  (d) the value of  vacation  days that the  Executive  would have  accrued
through the Scheduled Termination Date; (e) continued coverage, at the Company's
expense,  under all  Benefits  Plans in which the  Executive  was a  participant
immediately  prior to his last date of employment  with the Company,  or, in the
event  that any such  Benefit  Plans do not  permit  coverage  of the  Executive
following his last date of employment with the Company, under benefit plans that
provide  no less  coverage  than  such  Benefit  Plans,  through  the  Scheduled
Termination Date ("Continued Benefits"); and (f) severance in an amount equal to
the sum of the Executive's annual base salary in effect immediately prior to his
last date of employment  with the Company.  The Company  shall deduct,  from all
payments made hereunder,  all applicable  taxes,  including income tax, FICA and
FUTA, and other appropriate deductions.

          (v) The  Executive,  at his  option,  shall be entitled to receive the
amounts  described in paragraphs  11(d)(iv)(b) and (c) hereinabove in a lump sum
within forty-five (45) days of his last date of employment with the Company.  To
exercise such option,  the Executive shall deliver to the Company written notice
therefore  within ten (10) business days after his last date of employment  with
the Company.  If the Executive  fails to deliver such written  notice within ten
(10)  business  days after his last date of  employment  with the  Company,  the
amounts  described in paragraphs  11(d)(iv)(b) and (c) hereinabove shall be paid
to the  Executive in the same manner as they would have been paid, in accordance
with the  provisions  of  paragraphs  6(a) and (b), had the  Executive  remained
employed by the Company. The amount described in paragraph 11(d)(iv)(f) shall be
paid to the Executive  within  forty-five (45) days of the Executive's last date
of employment with the Company.

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          (vi) The Executive shall have no duty to mitigate his damages,  except
that  Continued  Benefits  shall be  canceled  or  reduced  to the extent of any
comparable  benefit coverage offered to the Executive during the period prior to
the  Scheduled  Termination  Date by a  subsequent  employer or other  person or
entity for which the Executive performs  services,  including but not limited to
consulting services.

         e.       Without "Good Reason" Or "Cause"

          (i) By The Executive.  At any time during the term of this  Agreement,
the Executive  shall be entitled to terminate this Agreement and the Executive's
employment  with the Company  without "Good  Reason," as that term is defined in
paragraph 11(d)(i) and (ii) hereinabove, by providing prior written notice of at
least thirty (30) days to the Company. Upon termination by the Executive of this
Agreement and the Executive's employment with the Company without "Good Reason,"
the Company shall have no further  obligations  or liability to the Executive or
his heirs, administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Executive any earned but unpaid
base salary,  pro rata annual bonus and unused vacation days accrued through the
Executive's  last day of employment with the Company.  The Company shall deduct,
from all payments made hereunder,  all applicable  taxes,  including income tax,
FICA and FUTA, and other appropriate deductions.

          (ii) By The  Company.  At any time during the term of this  Agreement,
the Company shall be entitled to terminate  this  Agreement and the  Executive's
employment  with  the  Company  without  "Cause,"  as that  term is  defined  in
paragraph  11(c)(i)  hereinabove,  by providing prior written notice of at least
ninety  (90) days to the  Executive.  Upon  termination  by the  Company of this
Agreement and the Executive's  employment  with the Company  without Cause,  the
Company shall pay or provide to the Executive (or,  following his death,  to the
Executive's heirs,  administrators or executors): (a) any earned but unpaid base
salary,  unpaid pro rata annual bonus and unused  vacation days accrued  through
the  Executive's  last day of employment  with the Company;  (b) the Executive's
full base  salary  (including  guaranteed  annual ten percent  (10%)  increases)
through the Scheduled  Termination  Date; (c) the Executive's  guaranteed annual
bonuses in the amount of  US$25,000.00  that he would have been awarded  through
the  Scheduled  Termination  Date;  (d) the  value  of  vacation  days  that the
Executive  would have  accrued  through  the  Scheduled  Termination  Date;  (e)
continued coverage, at the Company's expense,  under all Benefits Plans in which
the Executive was a participant immediately prior to his last date of employment
with the  Company,  or, in the event that any such  Benefit  Plans do not permit
coverage  of the  Executive  following  his  last  date of  employment  with the
Company,  under  benefit  plans that provide no less  coverage than such Benefit
Plans, through the Scheduled  Termination Date ("Continued  Benefits");  and (f)
severance in an amount equal to the sum of the Executive's annual base salary in
effect  immediately  prior to his last date of employment with the Company.  The
Company shall deduct,  from all payments made hereunder,  all applicable  taxes,
including income tax, FICA and FUTA, and other appropriate deductions.


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          (iii) The Executive,  at his option,  shall be entitled to receive the
amounts  described in paragraphs  11(e)(ii)(b) and (c) hereinabove in a lump sum
within forty-five (45) days of his last date of employment with the Company.  To
exercise such option,  the Executive shall deliver to the Company written notice
therefore  within ten (10) business days after his last date of employment  with
the Company.  If the Executive  fails to deliver such written  notice within ten
(10)  business  days after his last date of  employment  with the  Company,  the
amounts  described in paragraphs  11(e)(ii)(b) and (c) hereinabove shall be paid
to the  Executive in the same manner as they would have been paid, in accordance
with the  provisions  of  paragraphs  6(a) and (b), had the  Executive  remained
employed by the Company. The amount described in paragraph 11(e)(ii)(f) shall be
paid to the Executive  within  forty-five (45) days of the Executive's last date
of employment with the Company.

         12.      Confidential Information.

     a. The Executive  expressly  acknowledges  that, in the  performance of his
duties and  responsibilities  with the Company,  he has been  exposed  since the
Inception  Date,  and will be exposed,  to the trade  secrets,  business  and/or
financial  secrets and confidential and proprietary  information of the Company,
its affiliates and/or its clients or customers ("Confidential Information"). The
term  "Confidential  Information"  means,  without  limitation,  information  or
material  that has actual or  potential  commercial  value to the  Company,  its
affiliates  and/or its clients or customers and is not generally known to and is
not readily  ascertainable  by proper means to persons outside the Company,  its
affiliates and/or its clients or customers.

     b. Except as authorized in writing by the Board,  during the performance of
the Executive's duties and  responsibilities  for the Company and (i) until such
time as any such Confidential Information becomes generally known to and readily
ascertainable  by proper means to persons  outside the Company,  its  affiliates
and/or its clients or customers,  or (ii) for one year following the termination
of the  Executive's  employment  by the  Company for any  reason,  whichever  is
earlier, the Executive agrees to keep strictly  confidential and not use for his
personal  benefit or the benefit to any other person or entity the  Confidential
Information, whether or not prepared or developed by the Executive. Confidential
Information  includes,  without  limitation,  the  following,   whether  or  not
expressed  in a  document  or  medium,  regardless  of the  form in  which it is
communicated,  and whether or not marked "trade secret" or "confidential" or any
similar legend: (i) lists of and/or information concerning customers, suppliers,
employees,  consultants,  and/or co-venturers of the Company,  its affiliates or
its clients or customers;  (ii) information  submitted by customers,  suppliers,
employees, consultants and/or co-venturers of the Company, its affiliates and/or
its clients or  customers;  (iii)  information  concerning  the  business of the
Company,  its  affiliates  and/or its clients or customers,  including,  without


                                       9
<PAGE>

limitation,  cost information,  profits, sales information,  prices, accounting,
unpublished  financial  information,  business  plans or proposals,  markets and
marketing  methods,   advertising  and  marketing   strategies,   administrative
procedures and manuals,  the terms and conditions of the Company's contracts and
trademarks and patents under consideration,  distribution channels,  franchises,
investors,  sponsors and  advertisers;  (iv)  technical  information  concerning
products  and  services of the  Company,  its  affiliates  and/or its clients or
customers,  including,  without  limitation,  product  data and  specifications,
diagrams, flow charts, know how, processes,  designs,  formulae,  inventions and
product  development;  (v) lists of and/or  information  concerning  applicants,
candidates  or  other  prospects  for  employment,   independent  contractor  or
consultant  positions at or with any actual or prospective customer or client of
Company and/or its affiliates, any and all confidential processes, inventions or
methods of conducting business of the Company, its affiliates and/or its clients
or  customers;  (vi)  any and all  versions  of  proprietary  computer  software
(including source and object code), hardware, firmware, code, discs, tapes, data
listings and documentation of the Company,  its affiliates and/or its clients or
customers;  (vii) any other information  disclosed to the Executive by, or which
the  Executive  obtained  under a duty of  confidence  from,  the  Company,  its
affiliates  and/or its clients or customers;  (viii) all other  information  not
generally known to the public which, if misused or disclosed,  could  reasonably
be expected to  adversely  affect the business of the  Company,  its  affiliates
and/or its clients or customers.

     c. The  Executive  affirms  that he does not possess and will not rely upon
the protected trade secrets or  confidential  or proprietary  information of his
prior employer(s) in providing services to the Company.

     d. In the event that the Executive's employment with the Company terminates
for any reason, the Executive shall deliver forthwith to the Company any and all
originals and copies of Confidential Information.

     13. Ownership And Assignment of Inventions.

     a. The  Executive  acknowledges  that,  in  connection  with his duties and
responsibilities  relating to his employment  with the Company,  he and/or other
employees of the Company working with him, without him or under his supervision,
may create,  conceive of, make,  prepare,  work on or contribute to the creation
of, or may be asked by the Company or its  affiliates  to create,  conceive  of,
make,  prepare,  work on or contribute to the creation of,  without  limitation,
lists, business diaries, business address books, documentation, ideas, concepts,
inventions, designs, works of authorship, computer programs, audio/visual works,
developments,  proposals,  works for hire or other materials ("Inventions").  To
the  extent  that  any  such  Inventions  relate  to any  actual  or  reasonably
anticipated  business of the Company or any of its affiliates,  or falls within,
is suggested by or results from any tasks  assigned to the  Executive  for or on
behalf  of  the  Company  or  any of its  affiliates,  the  Executive  expressly
acknowledges  that all of his activities and efforts relating to any Inventions,
whether or not performed during his or the Company's regular business hours, are
within the scope of his  employment  with the Company and that the Company  owns
all right, title and interest in and to all Inventions, including, to the extent
that they exist, all intellectual  property rights thereto,  including,  without
limitation,  copyrights,  patents and trademarks in and to all  Inventions.  The
Executive also  acknowledges and agrees that the Company owns and is entitled to
sole ownership of all rights and proceeds to all Inventions.


                                       10
<PAGE>


     b. The  Executive  expressly  acknowledges  and  agrees  to  assign  to the
Company,  and hereby assigns to the Company, all of the Executive's right, title
and interest in and to all Inventions,  including, to the extent they exist, all
intellectual property rights thereto, including, without limitation, copyrights,
patents and trademarks in and to all Inventions.

     c. In connection with all Inventions,  the Executive agrees to disclose any
Invention  promptly  to the  Company  and to no  other  person  or  entity.  The
Executive further agrees to execute promptly, at the Company's request, specific
written  assignments  of  the  Executive's  right,  title  and  interest  in any
Inventions,  and do anything else reasonably  necessary to enable the Company to
secure or obtain a copyright,  patent,  trademark or other form of protection in
or for any Invention in the United States or other countries.

     d. The Executive  acknowledges  that all rights,  waivers,  releases and/or
assignments  granted  herein and made by the Executive are freely  assignable by
the Company  and are made for the  benefit of the  Company  and its  Affiliates,
subsidiaries, licensees, successors and assigns.

     14. Non-Competition And Non-Solicitation.

     a. The Executive agrees and acknowledges that the Confidential  Information
that the  Executive  has already  received  and will receive are valuable to the
Company, its affiliates and/or its clients or customers, and that its protection
and  maintenance  constitutes  a legitimate  business  interest of Company,  its
affiliates   and/or  its  clients  or   customers   to  be   protected   by  the
non-competition   restrictions  set  forth  herein.  The  Executive  agrees  and
acknowledges  that  the  non-competition   restrictions  set  forth  herein  are
reasonable  and  necessary  and do not impose  undue  hardship or burdens on the
Executive.  The  Executive  also  acknowledges  that the  products  and services
developed  or  provided by the  Company,  its  affiliates  and/or its clients or
customers are or are intended to be sold, provided,  licensed and/or distributed
to customers and clients in and  throughout  the United States ("the  Geographic
Boundary"),  and that the Geographic Boundary,  scope of prohibited competition,
and time duration set forth in the non-competition  restrictions set forth below
are  reasonable  and  necessary  to  maintain  the  value  of  the  Confidential
Information  of, and to  protect  the  goodwill  and other  legitimate  business
interests of, the Company, its affiliates and/or its clients or customers.

     b. The Executive hereby agrees and covenants that he shall not, directly or
indirectly,  in any capacity whatsoever,  including,  without limitation,  as an
employee,  employer,  consultant,   principal,  partner,  shareholder,  officer,
director or any other individual or representative capacity (other than a holder
of less than one percent (1%) of the  outstanding  voting shares of any publicly
held  company),  or  whether on the  Executive's  own behalf or on behalf of any
other person or entity or otherwise howsoever, during the Executive's employment
with the Company and for a period of one year following after the termination of
this Agreement or of the Executive's employment with the Company for any reason,
in the Geographic Boundary:


                                       11
<PAGE>


          (i) Engage,  own, manage,  operate,  control,  be employed by, consult
for,  participate  in,  or be  connected  in  any  manner  with  the  ownership,
management,  operation  or  control  of any  business  in  competition  with the
"Business of the Company." The "Business of the Company" is defined as providing
financing  to  students  in the  United  States  to  defray  the cost of  higher
education (college,  post-college graduate school and post-college  professional
school) in the United States.

          (ii) Recruit, hire, induce,  contact, divert or solicit, or attempt to
recruit, hire, induce, contact,  divert or solicit, any employee,  consultant or
independent  contractor of the Company to leave the employment thereof,  whether
or not any such employee,  consultant or  independent  contractor is party to an
employment agreement.

     15.  Dispute  Resolution.  The  Executive  and the  Company  agree that any
dispute or claim, whether based on contract, tort, discrimination,  retaliation,
or  otherwise,  relating to,  arising from, or connected in any manner with this
Agreement or with the  Executive's  employment  with  Company  shall be resolved
exclusively  through  final and binding  arbitration  under the  auspices of the
American  Arbitration  Association ("AAA"). The arbitration shall be held in the
Borough of  Manhattan,  New York,  New York.  The  arbitration  shall proceed in
accordance with the National Rules for the Resolution of Employment  Disputes of
the American Arbitration  Association ("AAA") in effect at the time the claim or
dispute  arose,  unless  other  rules  are  agreed  upon  by  the  parties.  The
arbitration  shall be  conducted by one  arbitrator  who is a member of the AAA,
unless  the  parties  mutually  agree  otherwise.  The  arbitrators  shall  have
jurisdiction to determine any claim,  including the  arbitrability of any claim,
submitted to them. The  arbitrators  may grant any relief  authorized by law for
any properly  established  claim. The  interpretation and enforceability of this
paragraph of this Agreement  shall be governed and construed in accordance  with
the United  States  Federal  Arbitration  Act,  9.  U.S.C.  ss.1,  et seq.  More
specifically,  the parties agree to submit to binding arbitration any claims for
unpaid  wages  or  benefits,  or  for  alleged  discrimination,  harassment,  or
retaliation,  arising under Title VII of the Civil Rights Act of 1964, the Equal
Pay Act, the National Labor Relations Act, the Age  Discrimination in Employment
Act,  the  Americans  With  Disabilities  Act, the  Employee  Retirement  Income
Security  Act, the Civil Rights Act of 1991,  the Family and Medical  Leave Act,
the Fair Labor  Standards  Act,  Sections  1981  through 1988 of Title 42 of the
United  States  Code,  COBRA,  the New York State Human Rights Law, the New York
City Human Rights Law, and any other federal,  state, or local law,  regulation,
or  ordinance,  and any common law  claims,  claims for breach of  contract,  or
claims for declaratory  relief. The Executive  acknowledges that the purpose and
effect of this  paragraph is solely to elect private  arbitration in lieu of any
judicial  proceeding he might otherwise have available to him in the event of an
employment-related dispute between him and the Company. Therefore, the Executive
hereby waives his right to have any such  employment-related  dispute heard by a
court or jury,  as the case may be, and agrees that his  exclusive  procedure to
redress any employment-related claims will be arbitration.


                                       12
<PAGE>


     16.  Notice.  For  purposes  of  this  Agreement,  notices  and  all  other
communications provided for in this Agreement or contemplated hereby shall be in
writing and shall be deemed to have been duly given when  personally  delivered,
delivered by a nationally  recognized  overnight delivery service or when mailed
United States Certified or registered mail,  return receipt  requested,  postage
prepaid, and addressed as follows:

If to the Company:

HQ Sustainable Maritime Industries Inc
14 Wall Street, Suite 2000
New York, NY 10005
Or
HQ Sustainable Maritime Industries Inc
7305 Marie Victorin, Suite 100
Brossard, (Qc), Canada
J4W 1A6

If to the Executive:

Jean-Pierre Dallaire
656 Montclair
Mont St-Hilaire, (Qc), Canada
J3H 3W8

     17. Miscellaneous.

     a.  Telephones,   stationery,  postage,  e-mail,  the  internet  and  other
resources  made  available to the  Executive by the Company,  are solely for the
furtherance of the Company's business.

     b. All issues and disputes  concerning,  relating to or arising out of this
Agreement and from the Executive's employment by the Company, including, without
limitation,  the construction  and  interpretation  of this Agreement,  shall be
governed by and construed in  accordance  with the internal laws of the State of
New York, without giving effect to that State's principles of conflicts of law.

     c. The Executive and the Company agree that any provision of this Agreement
deemed  unenforceable  or invalid may be reformed to permit  enforcement  of the
objectionable provision to the fullest permissible extent. Any provision of this
Agreement deemed  unenforceable after modification shall be deemed stricken from
this  Agreement,  with the remainder of the Agreement being given its full force
and effect.

     d. The Company shall be entitled to equitable relief,  including injunctive
relief and specific  performance as against the Executive,  for the  Executive's
threatened or actual breach of paragraphs  12, 13 and 14 of this  Agreement,  as
money  damages for a breach  thereof  would be incapable of precise  estimation,
uncertain,  and an  insufficient  remedy for an actual or  threatened  breach of
paragraphs 12, 13 and 14 of this Agreement.  The Executive and the Company agree
that any pursuit of equitable  relief in respect of paragraphs  12, 13 and 14 of
this Agreement shall have no effect whatsoever regarding the continued viability
and enforceability of paragraph 15 of this Agreement.

     e. Any waiver or inaction  by the Company for any breach of this  Agreement
shall not be deemed a waiver of any subsequent breach of this Agreement.

     f. The  Executive  and the Company  independently  have made all  inquiries
regarding  the  qualifications  and  business  affairs of the other which either
party deems  necessary.  The Executive  affirms that he fully  understands  this
Agreement's  meaning and legally  binding  effect.  Each party has  participated
fully and equally in the negotiation and drafting of this Agreement.  Each party
assumes the risk of any  misrepresentation  or mistaken  understanding or belief
relied upon by him or it in entering into this Agreement.

     g. The Executive's  obligations under this Agreement are personal in nature
and may not be assigned by the Executive to any other person or entity.

     h. This  instrument  constitutes the entire  Agreement  between the parties
regarding  its  subject  matter.  When  signed by all  parties,  this  Agreement
supersedes   and   nullifies   all  prior  or   contemporaneous   conversations,
negotiations,  or agreements,  oral and written, regarding the subject matter of
this Agreement.  In any future  construction  of this Agreement,  this Agreement
should be given its plain  meaning.  This  Agreement  may be  amended  only by a
writing signed by the Company and the Executive.

     i.  This  Agreement  may  be  executed  in   counterparts,   a  counterpart
transmitted via facsimile,  and all executed counterparts,  when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
parties agree to execute any further or future  documents which may be necessary
to  allow  the full  performance  of this  Agreement.  This  Agreement  contains
headings for ease of reference. The headings have no independent meaning.

                  [remainder of page intentionally left blank]


<PAGE>


      THE EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO
        THIS AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY
        PROVISION THEREOF. THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION
                       OF THIS AGREEMENT BY BOTH PARTIES.
                        UNDERSTOOD, AGREED, AND ACCEPTED:



Jean-Pierre Dallaire                      HQ Sustainable Maritime Industries Inc



/s/ Jean-Pierre Dallaire                  By: /s/ Norbert Sporns
------------------------                     -----------------------------------
                                             Name: Norbert Sporns
                                             Title: Chief Executive Officer
                                                    and President

Date: November 12, 2004                   Date: November 15, 2004
     -------------------                       ---------------------------------