Exhibit 10.5

                  INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT
                  --------------------------------------------

         THIS  INDEPENDENT  NON-EXECUTIVE  DIRECTOR  AGREEMENT  ("Agreement") is
made,  entered into and effective as of June 15th, 2004 (the "Effective  Date"),
between  HQ  Sustainable  Maritime  Industries  Inc.  (HQSM or the  Company),  a
Delaware  corporation  with its principal  place of business  located at 14 Wall
Street suite 2000, New York, NY 10005 (the "Company"), and Jacques Vallee ("JV")
an individual  residing at 3769 Saint-Hubert  Montreal,  Quebec Canada regarding
the position of independent director on the board of directors for the Company.

         WHEREAS, prior commencing to the Effective Date (the "Inception Date"),
the JV has not been employed by, and has not performed  executive  services for,
the Company; and

         WHEREAS,  the board of directors of the Company ("Board"),  Company and
the JV wish to  memorialize  the terms and conditions of the JV's service in the
position of independent director on the board of directors for the Company;

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

         1. JV. On behalf of the Company, the Board offers to retain the JV, and
the  JV  agrees  to be  retained  by the  Company  to  provide  the  service  of
independent  director on the Board in  accordance  with the terms and subject to
the conditions of this Agreement, commencing on the Effective Date till the next
meeting of the shareholders of the Company (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.  The JV affirms that
no obligation  exists between the JV and any other entity which would prevent or
impede the JV's  immediate  and full  performance  of every  obligation  of this
Agreement.

         2.  Position  and  Duties.  During  the  term of the  service  with the
Company,  the JV shall continue to serve in other non-Company related positions,
and  assume  duties  and  responsibilities  consistent  with,  the  position  of
non-executive  independent  director.  The JV  agrees to  devote  the  necessary
working  time,  skill,  energy  and  best  business  efforts  and  exercise  his
independent business judgment during the term of his service on the Board of the
Company.  Jacques  Vallee  fully  understands  the  duty  of  loyalty,  duty  of
confidentiality,  duty to abide by all  relevant  securities  laws of the United
States and any other jurisdictions in personal and corporate  conducts,  duty of
due care and good faith  performance  of his service as an JV and the role of JV
in  protecting  shareholders'  rights and in serving on the audit  committee  or
other Board committees as necessary.

         Notwithstanding  anything to the contrary  contained herein, the JV may
hold officer and non-executive  director positions (or the equivalent  position)
in or at other  entities that are not affiliated  with the Company.  The Company
acknowledges  that the JV currently  holds,  and  acknowledges the JV's right to
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 JV covenants and agrees that for so long as he is
retained by the Company,  he shall govern  himself in such a way as to avoid any
conflict  with his duties in  protecting  the company and the  interests  of the
minority shareholders in the Company.

         4. Compensation.

         a. Base  Remuneration.  During the term of this Agreement,  the Company
shall pay, and the JV agrees to accept,  in consideration  for the JV's services
hereunder,  pro  rata  quarterly  payments  of a total  annual  cash  salary  of
US$15,000.00,  less all applicable taxes and other appropriate  deductions.  The
JV'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 Board shall


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review the JV's base salary annually to determine whether it should be increased
more than ten percent  (10%).  The  decision to increase the JV'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 JV shall be
entitled  to an annual  stock  bonus in an amount no less than  US$15,000.00  in
shares calculated at the then trading value of the Company at the anniversary of
the present agreement.

         5.  Expenses.  During  the  term of this  Agreement,  the JV  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.  All requests by the JV 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 JV, in fact, incurred or paid said expenses.

         6. Termination of Service.

The Board has the sole  discretion to terminate the service of the JV in case of
breach of his  duties as an  independent  director  on the Board.  In  addition,
either the Company as  represented  by the Board or JV may terminate the present
agreement  with an advance  notice of at least 60 days,  given in writing to the
address hereinabove mentioned, to wit

If to the Company:

HQSM
14 Wall Street suite 2000
New York, NY 10005

With a place of business at
7305 Marie-Victorin, Suite 100
Brossard, Quebec J4W 1A6
Tel: (450) 465-3474 (465 FISH)
Fax: (450) 465-7348

If to the JV:

Jacques Vallee
3769 Saint-Hubert Montreal, Quebec Canada

         7. Miscellaneous.

         a.  Telephones,  stationery,  postage,  e-mail,  the internet and other
resources  made  available  to  the  JV 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 JV'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.
All  disputes  arising  hereunder  or from  shall be  subject  to the  exclusive
jurisdiction  of an  arbitration  penal  ("Penal")  under  the  auspices  of the
American  Arbitration  Association  in the City of New York.  Such  Penal  shall
compose of three  arbitrators  with the  Company and the JV each  selecting  one
arbitrator  and the third  arbitrator  to be  selected by  consensus  by the two
arbitrator already selected.  Arbitration shall be the only, final and exclusive
remedy to any dispute and the award of the Penal shall be final,  exclusive  and
binding  and  enforceable  against the  parties.  Each of the JV and the Company
hereby  expressly waives its right to trial and jury trial and hereby submits to
the exclusive jurisdiction of the Penal.

         c. The JV 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.

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         d. 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 JV.

         e. 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.

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THE INDEPENDENT NON-EXECUTIVE DIRECTOR 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:



JACQUES VALLEE                          HQ SUSTAINABLE MARITIME INDUSTRIES, INC.



__________________________              By:_____________________________________
                                                Name:
                                                Title:

Date:_____________________              Date:___________________________________