Exhibit 10.2

                  INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT

         THIS  INDEPENDENT  NON-EXECUTIVE  DIRECTOR  AGREEMENT  ("Agreement") is
made,  entered  into and  effective as of September  2nd,  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 Daniel (Pak Ming) Too
an individual  residing 60 Wheeling Dr.,  Scarborough,  Ontario,  Canada M1C 3X3
(the "INED").

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

         WHEREAS,  the  Company and the INED wish to  memorialize  the terms and
conditions  of the INED'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 INED agree as follows:

         1. INED.  The Company offers to retain the INED, and the INED agrees to
be  retained  by  Company,  in  accordance  with the  terms and  subject  to the
conditions of this  Agreement,  commencing on the Effective Date and terminating
on the first  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  INED  affirms  that no
obligation  exists  between the INED and any other entity which would prevent or
impede the INED's  immediate and full  performance  of every  obligation of this
Agreement.

         2.  Position  and  Duties.  During  the term of the  INED's  employment
hereunder,  the  INED  shall  continue  to  serve  in,  and  assume  duties  and
responsibilities  consistent  with,  the position of  Independent  non-executive
director,  unless and until otherwise instructed by the Company. The INED agrees
to devote the necessary  working time,  skill,  energy and best business efforts
during the term of his  retainer  with the Company . Daniel (Pak Ming)  Toofully
understands the role of INED in protecting minority  shareholders' rights and in
supervising the audit committee during the various  financial  reporting periods
of the company.


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         Notwithstanding anything to the contrary contained herein, the INED 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 INED currently  holds,  and acknowledges the
INED'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 INED  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 INED  agrees to  accept,  in  consideration  for the INED's
services hereunder,  pro rata three payments of the annual salary of $15,000.00,
less all  applicable  taxes and other  appropriate  deductions.  The INED'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 INED's  base  salary  annually  to
determine  whether  it should be  increased  more than ten  percent  (10%).  The
decision to increase the INED'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 INED shall be
entitled  to an annual  bonus in an amount  no less  than  $15,000.00  in shares
calculated  at the then trading value of the company at the  anniversary  of the
present agreement or at such other time as may be determined by the Board..

         5.  Expenses.  During  the term of this  Agreement,  the INED  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 INED 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 INED, in fact, incurred or paid said expenses.

         6. Termination of Employment.

Either the Company,  HQSM or INED 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;



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<PAGE>

7305 Marie-Victorin, Suite 100
Brossard, Quebec J4W 1A6
Tel: (450) 465-3474 (465 FISH)
Fax: (450) 465-7348

If to the INED:

         Daniel Pak Ming Too
         60 Wheeling Dr., Scarborough, Ontario, Canada M1C 3X3

         7. Miscellaneous.

         a.  Telephones,  stationery,  postage,  e-mail,  the internet and other
resources  made  available  to the  INED  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 INED'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 INED 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. 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 INED.

         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 INEDPENDENT 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:



DANIEL (PAK MING) TOO                        HQ SUSTAINBLE MARITIME
                                             INDUSTRIES, INC.



/s/ Daniel (Pak Ming Too)                    By: /s/ Norbert Sporns
-------------------------------                 --------------------------------
                                                Name: Norbert Sporns
                                                Title: CEO & President

Date: September 2, 2004                      Date: September 2, 2004
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