Exhibit 10.3

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

THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made, entered into and effective as
of April 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
Norbert Sporns, an individual residing at 225 Rector Park suite 23G, New York NY
USA 10280 (the "Executive").

         WHEREAS, prior commencing to the Effective Date (the "Inception Date"),
the Executive has been employed by, and has been performing  executive  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
Managing Director;

         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 herein  below,  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 Managing Director, 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
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.

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         5. Location.  The locus of the Executive's  employment with the Company
shall be the Company's office located at 140 Broadway,  46th Floor, 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
$150,000.00,  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  $50,000.00  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 $50,000.00,  and the amount of any annual bonus increment in excess of
$50,000.00,  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.  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 twenty  percent (20%)
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 five percent (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.

<PAGE>

         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.

         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, that any such reimbursements shall
not exceed Ten Thousand Dollars ($10,000.00) per calendar year.

                  (iv) The Company  will  purchase,  at its  expense,  long-term
disability  insurance  providing the Executive  with payments of $10,000.00  per
month until age  sixty-five  (65);  provided  however,  that if the cost of such
long-term  disability  insurance  coverage  exceeds  $12,000.00  per  year,  the
Executive  shall be required to pay any premium  amount in excess of  $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 $12,000 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  ($5,000,000.00),  for the
Executive  as soon as  practicable  after  the  closing  of that  certain  share
exchange with Pacific Technology,  Inc, a Delaware Corporation ("PTI"), pursuant
to which,  among other things,  the Company's  stockholders will exchange all of
the issue and  outstanding  common  stock of the Company  held thereby for newly
issued  shares  of  common  stock  of PTI  constituting  60% of  the  issue  and
outstanding common stock of PTI (the "Transaction"),  but in no event later than
the  end of the  Company's  first  fiscal  year  following  the  closing  of the
Transaction.

         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 Executor'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,"

<PAGE>

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 Executor'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.  The Company shall deduct,  from all payments made
hereunder,  all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions. 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
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).

<PAGE>

                  (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  50  percent  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 Iempower, Inc. as of March 15, 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.

                  (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;  (ii) 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)(a)
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
$50,000.00  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.

                  (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

<PAGE>

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 "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 "Cause," as that term is defined
in paragraph 11(c)(i) 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  "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,  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 $50,000.00  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.

                           (a) The Executive,  at his option,  shall be entitled
to receive the amounts described in paragraphs  11(e)(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(e)(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(e)(iv)(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.

<PAGE>

         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
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.

<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:

                  (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 in effect at the time the claim or dispute

<PAGE>

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.

         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
USA 10005

If to the Executive:

Norbert Sporns
225  Rector Park  suite 23G
New York NY
USA  10280

         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.

<PAGE>

         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:



NORBERT SPORNS                           HQ SUSTAINABLE MARITIME INDUSTRIES INC.



___________________________              By:____________________________________
                                                Name:
                                                Title:

Date:______________________              Date:__________________________________