Exhibit 10.1


                         WAIVER AND AMENDMENT AGREEMENT

         WAIVER  AND  AMENDMENT  AGREEMENT,  dated  as  of  May  4,  2005  (this
"Amendment Agreement"), by and between HQ Sustainable Maritime Industries, Inc.,
a corporation  organized  and existing  under the laws of the State of Delaware,
U.S.A.  ("HQSM") and Sino-Sult  Canada  (S.S.C.)  Limited,  a limited  liability
corporation  organized  and  existing  under the laws of the  country  of Canada
("Sino-Sult").

                                    RECITALS

A. Pursuant to that certain Purchase Agreement, dated as of August 17, 2004 (the
"Purchase Agreement"),  by and among HQSM, Sino-Sult and Sealink Wealth Limited,
a limited  liability  corporation  organized and existing  under the laws of the
British Virgin Islands, HQSM made in favor of Sino-Sult a Convertible Promissory
Note,  dated August 17, 2004 (the "Note"),  in the original  principal amount of
U.S.  $11,111,345.  In accordance  with the terms  thereof,  the Note matured in
October of 2004.

B. Pursuant to a letter dated November 4, 2004 (the "Demand Letter"),  Sino-Sult
demanded of HQSM payment in full of the  principal  amount and accrued  interest
due and  outstanding  under the Note or, in lieu of such payment and in full and
complete  satisfaction of the Note, offered to accept (1) 15,730,493 shares (the
"Common  Shares")  of common  stock,  $0.001 par value per share,  of HQSM,  (2)
100,000 shares (the "Preferred Shares") of preferred stock, $0.001 par value per
share, of HQSM, issuable pursuant to a certificate of designation; provided that
HQSM shall make a cash payment to  Sino-Sult of the accrued and unpaid  interest
on the Note (the "Cash Payment").

C.  Pursuant  to that  certain  Agreement,  dated as of  November  4,  2004 (the
"Agreement"),  by and among HQSM and  Sino-Sult,  HQSM  accepted such offer from
Sino-Sult  and HQSM issued the Common  Shares to  Sino-Sult  in  November  2004;
agreed to issue and deliver to Sino-Sult one or more  certificates  representing
the Preferred Shares as promptly as feasible, but in any event no later than the
earliest  of (i)  ten  (10)  calendar  days  following  receipt  by  HQSM of all
requisite approvals  (including without limitation,  shareholder  approvals) for
such issuance,  and (ii) the six (6) month anniversary of the date of the Demand
Letter;  and  agreed  to make the Cash  Payment  to  Sino-Sult  as  promptly  as
feasible,  but in any event no later than 10 days  following  the  execution and
delivery of the Agreement.

D. HQSM and Sino-Sult now wish to amend the Agreement to (i) extend the due date
for the issuance and delivery of the Preferred  Shares;  and (ii) extend the due
date for delivery of the Cash Payment.

E.  Sino-Sult  has also agreed to waive any and all defaults  that have occurred
and presently exist under the Agreement and under the Note.

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
covenants  and  agreements  set forth  below,  and for other  good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto hereby agree as follows:


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I.       Amendment after Agreement

         1.  Section  1.01(b) of the  Agreement  is hereby  amended by  deleting
therefrom  the phrase "the six (6) month  anniversary  of the date of the Demand
Letter"  and by  inserting  in lieu  thereof  the phrase  "the twelve (12) month
anniversary date of the Demand Letter".

         2.  Section  1.01(c) of the  Agreement  is hereby  amended by  deleting
therefrom  the phrase  "ten (10)  calendar  days  following  the  execution  and
delivery of the Agreement by the parties  hereto," and inserting in lieu thereof
the phrase "the twelve (12) month anniversary date of the Demand Letter".

II.      Waiver of Defaults

         Sino-Sult hereby waives any and all defaults that have occurred and are
continuing  under  the  Agreement  and  under  the  Note,   including,   without
limitation,  default  related  to  non-payment  by HQSM of the Cash  Payment  in
accordance with the terms of the Agreement.

III.     No Other Modifications

         Except as specifically  amended herein, the terms and provisions of the
Agreement shall remain unchanged and in full force.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


HQ SUSTAINABLE MARITIME INDUSTRIES, INC.

By:  /s/ Norbert Sporns
   ----------------------
Name:  Norbert Sporns
Title: CEO and President


SINO-SULT CANADA (S.S.C.) LIMITED

By:  /s/ Lillian Wang Li
   ----------------------
Name:  Lillian Wang Li
Title: Director