Exhibit 10.1
                              DATE: October 3, 2005

                                  INTRODUCTION

The transaction  described in this Exempt Structured Private Placement Agreement
provides  for the  purchase  of a Bank  Guarantee  (and  hereinafter  called the
"Transaction"). HQ Sustainable Maritime Industries Inc. (hereinafter referred to
as  "Principal")  has  negotiated  its agreement  with its Receiving Bank and/or
Lender for receiving and facilitating the use of a Bank Guarantee in the form as
attached and this negotiation has been solely  negotiated  between Principal and
certain third parties unknown by and not associated with  Amalgamated  Resources
Holdings Inc. or its Agents.  Principal has represented to Amalgamated Resources
Holdings Inc. that  Principal  has  completed  its  necessary  negotiations  for
issuance with certain third parties and for the certain third parties use of the
Bank Guarantee and is now prepared for  Amalgamated  Resources  Holdings Inc. to
proceed and cause the issuing  process of a Bank Guarantee in  substantial  form
(as described and hereinafter referred to as Exhibit "A").

Amalgamated   Resources  Holdings,   Inc.  has  represented  to  Principal  that
Amalgamated  Resources  Holdings Inc. has completed  its  negotiations  with its
contacts  and is prepared to cause the  issuance of Exhibit  "A".  Principal  is
contemplating  a  transaction  with certain  third parties such as the Receiving
Bank and/or  Lender  (hereinafter  referred to as the "LENDER" and listed as per
Exhibit B) whereby a facilitation of use of the Bank Guarantee may or may not be
available to  Principal  prior to the issuing of the Bank  Guarantee.  Principal
will hereby guarantee, as necessary, the safety and surety of the Bank Guarantee
provided  by a  Standard  &  Poor's  A+  rated  bank  such as  Deutsche  Bank AG
(hereinafter  referred to as "Issuing Bank").  Principal further  represents and
warrants that it has a  pre-existing  business  relationship  with the Receiving
Bank and/or Lender and that pre-existing  business relationship will satisfy all
the requirements needed for the use of the Bank Guarantee.  Therefore, Principal
further  represents,  warrants and confirms  that  Principal is a  sophisticated
investor and is aware of the risks  associated  with such a Transaction and that
Amalgamated Resources Holdings,  Inc. or its Agents have made no representations
or  warranties,  implied  or  explicit,  as to the  financial  soundness  of the
Transaction and that Principal is  independently  pursuing  outside the scope of
this Agreement and the representations and warranties embodied herein. Moreover,
Principal  further  represents  and  warrants  that  the  relationship   between
Principal  and  Principal's  Receiving  Bank  and/or  Lender  is not  dependent,
directly or indirectly,  upon Amalgamated Resources Holdings, Inc. or its Agents
except as is specifically  delineated herein.  Amalgamated  Resources  Holdings,
Inc. does not have any knowledge of Principal's  use or intended use of the Bank
Guarantee  and  Principal   hereby  agrees  to  indemnify  and  holds   harmless
Amalgamated Resources Holdings, Inc. in any event, whether Principal's Receiving
Bank and/or Lender accepts,  rejects, or withdraws from Principal's intended use
of the Bank Guarantee.  Amalgamated Resources Holdings, Inc. only responsibility
in this  agreement is to cause the issuance of the Bank  Guarantee and Principal
is pursuing the use and funding of the Bank  Guarantee  solely outside the scope
of this agreement and therefore Amalgamated Resources Holdings, Inc. can not and
will not accept  any  responsibility  for any part of the  success or failure of
Principal's  Receiving Bank's and/or Lender's  relationship with Principal.  The
following exhibits detailed  hereinafter are an integral part of this agreement,
which include the attached  following  letters:  Bank  Guarantee  (Exhibit "A"),
Principal's Receiving and/or Lender Bank (Exhibit "B"), Text of Irrevocable Bank
Pay Order and Bank Coordinates of the Bank,  receiving the Pay Order (Exhibit C)
and the Bank Guarantee  Security  Agreement/Assets  and Stock Assignment  Letter
(Exhibit "D").


<PAGE>

HQ Sustainable Maritime Industries Inc.

/s/ Mr. Norbert Sporns

Signed By:  Mr. Norbert Sporns
President/CEO
Date: October 17, 2005


Witness


THIS IS A DISCREET STRUCTURED EXEMPT REVERSE INQUIRY PRIVATE PLACEMENT AGREEMENT
REFERENCE NUMBER:

BETWEEN

AMALGAMATED RESOURCES HOLDINGS INC.
350 South County Rd., #102
Florida - 33480
Represented by its President/ CEO, Mr. Amal Rampadaruth

HEREINAFTER KNOWN AS "AR"
                                       AND

HQ Sustainable Maritime Industries, Inc.
14 Wall Street, 20th floor, New York
New York, 10005

Represented by its President/ CEO, Mr. Norbert Sporns
HEREINAFTER KNOWN AS "PRINCIPAL"

1.
AR agrees to act as Agent for Principal.

2.
As agent, AR agrees to cause to be issued, a Bank Guarantee in a total amount of
USD70,000,000.00  (Seventy  Million  United  States  Dollars)  to be  issued  by
S.W.I.F.T.  as per  Exhibit  "A" from a  Standard & Poor's A+ rated bank such as
Deutsche Bank AG (hereinafter referred to as the "Issuing Bank"), to Principal's
Receiving Bank described hereinafter in Exhibit "B".

3.
Principal has had ample time and has  consulted  with  Principal's  Advisors and
competent  Legal Counsel as needed by Principal and Principal  hereby agrees and
acknowledges that Principal is an INFORMED  ACCREDITED INVESTOR and has retained
AR with respect to this Exempt  Reverse  Inquiry  Structured  Private  Placement
Agreement for issuance of Exhibit "A". The sole responsibility of AR is to cause
Exhibit "A" to be issued by the Issuing Bank,  Exhibit A contained  herein forms
an integral part of this agreement.  Principal agrees and  acknowledges  that AR
has not solicited its money or business and that Principal is prepared and ready
for the risk involved in this Transaction.

<PAGE>

4.
Principal  warrants  and  represents  that the  funds  that are to be paid to AR
belong to Principal and were under Principal's direct and exclusive control.  AR
hereby acknowledges that the amount due to be paid to AR or its designated agent
in the total amount of USD  7,000,000.00  (Seven Million United States Dollars),
guarantees Principal necessary  performance involving and concerning the fee due
to AR.

Principal  agrees that  Receiving  and/or  Lending  Bank will issue the attached
Irrevocable Pay Order and the Receiving  and/or Lending Bank will  automatically
without deductions, protest, delays or other reasons, pay the fee due and earned
to AR. This is a payment  without  recourses of any nature - once paid, the Bank
Guarantee  will be deemed  received and  authenticated  and the fee  irrevocably
earned.



5.  AUTHENTICATION AND VERIFICATION RESTRICTIONS AND PENALTIES

Conditions of release:

     1)   Issuing bank issues the Bank Guarantee by  authenticated  SWIFT to the
          Receiving and/or Lending Bank addressed to a specific bank officer.

     2)   Said Receiving and/or Lending Bank {can solely be the bank that issues
          the Irrevocable Bank Pay Order} will  immediately  after receipt of an
          authenticated  SWIFT of the Bank Guarantee release the funds stated in
          the Pay Order to the bank to which the Irrevocable  Bank Pay Order was
          issued (Exhibit C).

Other than the Principal's  Receiving Bank who will be  authenticating  the Bank
Guarantee,  there  will be no  contact  between  any  party's  bank  except on a
Bank-to-Bank  basis only.  The Receiving  Bank's bank officer listed on the Bank
Guarantee is  authorized  to  authenticate  and  validate the Bank  Guarantee by
telephone, fax or SWIFT with the signing officer(s) at the issuing Bank. Any and
all necessary  authorized  verification and authentication of the Bank Guarantee
to be  provided  herein is  stipulated  within  this  legal  binding  agreement,
typically  facilitated  in the  form  of a  bank  officer-to-bank  officer  on a
bank-to-bank  basis.  There shall be no need for any unauthorized  contact(s) in
any form or by unauthorized parties in any form.

To ensure that there will be no unauthorized  contact in any form or manner,  it
is  hereby  understood  and  agreed  to,  that  upon  any  unauthorized  parties
requesting authentication,  verification,  and/or inquiry that any attempt might
be  made  by  any  unauthorized  parties  to  circumvent,  gain  or  convey  any
information to or from  authorized  parties  letter,  receiving  parties will be
given a written  notice  that there has been  unauthorized  contact  and a final
revocation of the Bank Guarantee provided via a permanent cancellation notice to
be  generated  and sent via the same bank as the  original  were sent.  Any such


<PAGE>

letter cancellation and/or revocation actions will not effect the release of any
earned funds paid from Principal's Receiving and/or Lending Bank and/or released
by  Principal  to AR and will  further  not be the cause of  refund  or  partial
refunds paid by Principal.

     Should any party or any third party make any unauthorized  communication as
     described  above,  then the  defaulting  party will  automatically  without
     protest,  delay, or deduction pay the amount of USD500,000.00 (Five Hundred
     Thousand United States Dollars) to the NON-DEFAULTING party as damages.

AR has informed  Principal and  Principal  realizes that there are certain risks
with regard to Principal's  funds in these types of Transactions  and AR has not
guaranteed  the successful  use of Exhibit "A".  Principal  agrees to accept all
risks and  liabilities  that may result from the use of the banking in the event
that the  Principal's  Receiving Bank fails to accept and or use Exhibit "A" and
if Said  Exhibit A is not accepted or is rejected by the  Principal's  Receiving
Bank,  or are not answered as described  herein,  by the  receiving  bank of the
Principal  for  any  reason,  and  the  funds  paid  to  AR  in  the  amount  of
USD7,000,000.00  (Seven Million United States Dollars) will be deemed earned and
the Principal  waives all claims and rights to said funds.  Principal  agrees to
provide to AR immediately,  a copy of any bank  communication  that  Principal's
Receiving  Bank receives  and/or issues to Issuing Bank within the validity time
period of Exhibit "A".


6.
This  agreement  supersedes all prior written and oral  communications  and this
agreement provides the complete  understanding between the Parties. Any addition
to this  agreement  must be made in  writing by  original  hard copy and must be
agreed to by all Parties.

7.
Should any part or clause of this  agreement  be or become  invalid or unlawful,
the remaining parts or clauses of this agreement shall remain in effect.

8.
The English Language shall be used for all correspondence pertaining to this and
the services provided by AR to the "PRINCIPAL."

9.
AR assumes no liability or responsibility for the success of Principal's Project
and upon receipt of Exhibits "A" and the total obligation of AR to the Principal
will have been  fulfilled.  AR assumes no  liability or  responsibility  for the
consequences  arising out of the  interruption of business due to and by acts of
God, riots, civil insurrections, wars, conflicts, strikes, lockout, stock market
instability, bank collapse, acts of State or any other cause beyond its control,
which might have impact on the  ability of AR to fulfill its  obligations  under
this  agreement.  However,  AR shall not be  entitled  to earn the fee if any of
these acts prevents it from fulfilling its obligation to Principal.

10.
The parties  further agree that the sole and exclusive  remedy for resolving any
controversy,  claim,  or cause of action  arising  out of, or  relating  to this
agreement,  or the breach  thereof,  shall be in the  Supreme  Courts of Nassau,
Bahamas or the District  Courts of Florida.  The parties further agree that each
will bear his own legal costs and expenses,  including attorney's fees. Judgment
upon any award of the arbitrator(s) will be final, binding, and conclusive,  and
that  judgment may be entered upon such awards in any court having  jurisdiction
thereof.


<PAGE>

11.
The signing or signatories confirm that by signing this agreement,  they are the
authorized  signatories  for the  respective  companies,  that this agreement is
balanced,  fair  and an  equitable  agreement,  that the  parties  have an equal
knowledge of the contemplated business and that they agree to abide by the terms
and conditions detailed herein.

The agreements, understanding, banking, commitments concerning or related to the
success of Principal's  Project is the sole responsibility of Principal and have
solely been  negotiated  between  Principal and  Principal's  Receiving Bank and
Principal'  Lender.  Principal  holds AR  completely  harmless  and  without any
responsibility or liability for anything relating to agreements, understandings,
commitments between Principal and its Principal's Receiving Bank and/or Lender.

Principal  agrees and accepts that,  once AR provides proof of the issuance from
its contacts of the required Exhibit A then AR will have completed  entirely its
responsibility   of  performance  and  AR  will  have  earned  the  fee  of  USD
7,000,000.00  (Seven Million United States Dollars) without  protest.  Principal
also agrees and accepts  that the  pecuniary  liability  to AR is limited to the
amount of the fee paid by the Principal to AR.

12.
This Agreement and any related  instrument  shall not be construed more strictly
against  one party than  against  the other by virtue of the facts that  initial
drafts  may have been  prepared  by  counsel  and/or  associates  for one of the
parties,  it being  recognized  and agreed that this  agreement  and any related
instruments are the product of extensive negotiations between the parties hereto
and that all parties hereto have contributed substantially and materially to the
final preparation of this Agreement and all related instruments.

13.
The parties hereby agree and  acknowledge  that the  introductory  pages and the
initial recital provisions of this Agreement and Exhibits affixed hereto form an
integral  part of the  intentions  and  understandings  of the parties as to the
Transaction  contemplated herein and are hereby incorporated herein and shall be
considered for all purposes in construing and interpreting this Agreement.

14.
THIS  PRIVATE  PLACEMENT  AGREEMENT IS FOR EXEMPT BANK BANK  GUARANTEE  WHICH IS
EXEMPT FROM SEC  REGISTRATION  AND DOES NOT CALL FOR, OR REQUEST DELIVERY OR ANY
ACTION INVOLVING ANY TYPES OF SECURITIES THAT ARE REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION.

15.
In signing this present Agreement, Principal hereby warrants and represents that
the  obligations  of AR  and  or  its  assignees  will  start  at  the  receipt,
verification  and validation of the  Irrevocable  Bank Pay Order. If within five
international banking days from date of signature of this present Agreement, the
Irrevocable Bank Pay Order has not been sent to the bank  coordinates  contained
in Exhibit C1 herein,  the legal validity and effects of this present  Agreement
will be terminated.  At such time, this present  Agreement will be considered as
null and void.


16.
Exhibits "A", "B," "C" and "D" which are detailed hereinafter,  form an integral
part of this agreement.



<PAGE>

Amalgamated Resources Holdings Inc.      HQ Sustainable Maritime Industries Inc.
350 South County Rd., #102               14 Wall Street, 20th floor, New York
Palm Beach, FL-33480                     New York, 10005

/s/ Mr. Amal Rampadaruth                 /s/ Mr. Norbert Sporns

By: Mr. Amal Rampadaruth                 By: Mr. Mr. Norbert Sporns
President/CEO                            President/CEO
Date:  October 3, 2005                   Date:  October 17, 2005



        Witness
/s/ Mr. Bernard Lapointe

By: Mr. Bernard Lapointe
President/CEO
Alps Bankers Canada
Date:  October 17, 2005















<PAGE>

                                    Exhibit A


RECEIVING BANK NAME
SWIFT ADDRESS
(BENEFICIARY'S NAME):                            HSBS Bank Canada
(ADDRESS) (CITY, PROVINCE, POSTAL CODE)
ISSUE DATE
EXPIRATION DATE                                  (FIVE YEARS FROM DATE OF ISSUE)



















<PAGE>

                                   EXHIBIT "B"

PRINCIPAL'S RECEIVING AND/OR LENDING BANK COORDINATES:

BANK'S NAME :


BANK'S ADDRESS:


ACCOUNT NAME:


ACCOUNT NUMBER:



BENEFICIARY:


TELEPHONE NUMBER:

FACSIMILE NUMBER:

BANK OFFICER NAME:

REFERENCE NUMBER:          ___PO____




<PAGE>

                                   EXHIBIT "C"

               IRREVOCABLE BANK PAY ORDER TO BE SENT BY SWIFT FROM
                      RECEIVING AND/OR LENDING BANK TO BANK
                             RECEIVING THE PAY ORDER

Sent directly bank to bank with a faxed copy to us at:+1 775 254 2146

To:  Bank Name
Bank Address
Swift Address
Attention: Bank Officer
Phone Number:
Account Name:
Account Number:

Dear Sir,

Please   accept   this   letter   as   our   affirmation,   that   our   client,
___________________  has  established a dedicated  cash account at our facility,
under Account number  ___________.  This account has been established to reserve
payment for this Pay Order.

The Payment  Obligation  is to be  delivered  substantially  as per the attached
draft Payment Obligation  attached hereto as Exhibit "A". The Payment Obligation
will be issued and sent by SWIFT to ourselves  at the  following  address  SWIFT
Number:  _____________,  attention  bank  officer_________________,  (bank phone
number and fax number.)

We,  ___________ Bank located at __________,  __________ hereby  irrevocably and
with  full  bank  responsibility  confirm  that we will  pay the  amount  of USD
$00,000.00 ( United States Dollars) under the following  condition as per as per
your  instructions,  immediately upon receipt of an  authenticated  SWIFT by A A
Standard & Poor's A+ rated bank such as Deutsche  Bank AG such as Deutsche  Bank
AG.

This present irrevocable Payment Order will automatically expire in fifteen (15)
international  banking days from the date of its issue.  Any  extension  thereof
will be made in writing and confirmed by this office.

Our  payment  will  be  effected  immediately  to you  at  your  direction  upon
completion of the above listed  condition  and we will pay you without  protest,
delay and any deduction. You may contact me at my direct line ____________.

Respectfully,
Unquote







<PAGE>

                                  EXHIBIT "C1"

              BANK RECEIVING IRREVOCABLE BANK PAY ORDER COORDINATES



BANK'S NAME :


BANK'S ADDRESS:


ACCOUNT NAME:


ACCOUNT NUMBER:



BENEFICIARY:


TELEPHONE NUMBER:

FACSIMILE NUMBER:

REFERENCE NUMBER:          ___PO____













<PAGE>

EXHIBIT "D"



BANK GUARANTEE SECURITY AGREEMENT/ ASSETS AND STOCK ASSIGNMENT LETTER

























<PAGE>

                                 UNDERTAKING ONE

We, HQ Sustainable Maritime Industries Inc., represented by our CEO, Mr. Norbert
Sporns,  hereby irrevocably  confirm that at maturity date we will surrender the
Bank   Guarantee   free   and   clear  of  any   liens   and   encumbrances   to
_______________(Issuing Bank).

In exchange of the free and clear Bank  Guarantee,  the  Custodian , Maitre Eric
Batiot, Notary, or  _______________(Issuing  Bank), will give us back our assets
in the form of shares free and clear.





HQ Sustainable Maritime Industries Inc.


/s/ Mr. Norbert Sporns

Signed By:  Mr. Norbert Sporns
President/CEO
Date: September  __2005



Witness



<PAGE>

                                  ADDENDUM ONE

In signing this present Addendum Two to Agreement numbered  __PO_____BL,  AR and
Principal hereby irrevocably and unconditionally confirm that:

1) The price of the Bank  Guarantee as detailed  hereinabove is modified from 10
to 15 percent.

2) A second Bank  Confirmation of  Availability of Funds will be  simultaneously
issued as per instructions contained in Exhibit C1 and C1-A for the Five percent
(5%)  additional  fee.  It is  understood  that if  said  Bank  Confirmation  of
Availability  of Funds is not issued,  the deal will be cancelled and liquidated
damages due by Principal to AR.


Under no  circumstances  whatsoever can this present Addendum One be dissociated
by Principal from Agreement numbered __PO___________BL.

All terms and  conditions  contained in agreement  numbered  __PO________BL  are
under  no  circumstances  cancelled  by terms  and  conditions  of this  present
Addendum Two.


Amalgamated Resources Holdings Inc.      HQ Sustainable Maritime Industries Inc.
350 South County Rd., #102               14 Wall Street, 20th floor, New York
Palm Beach, FL-33480                     New York, 10005

/s/ Mr. Amal Rampadaruth                 /s/ Mr. Norbert Sporns

By: Mr. Amal Rampadaruth                 By: Mr. Norbert Sporns
President/CEO                            President/CEO
Date:  October 3, 2005                   Date:  October 17, 2005



                                     Witness

/s/ Mr. Bernard Lapointe

By: Mr. Bernard Lapointe
President/CEO
Alps Bankers Canada
Date:  Octoebr 17, 2005








<PAGE>

                                 UNDERTAKING TWO

We, HQ Sustainable Maritime Industries Inc., represented by our CEO, Mr. Norbert
Sporns, hereby irrevocably engage to pay to AR at the end of the twelfth month
from the date of issue of the bank instrument the amount of USD2,100,000.00 (Two
Million One Hundred Thousand United States Dollars) representing 3% of
USD70,000,000.00 (Seventy Million United States Dollars). Every year thereafter,
we engage to pay every quarter the net amount of USD525,000.00 (Five Hundred
Twenty Five Thousand United States Dollars) until the date of surrender of the
free and clear instrument. (These amounts will be adjusted and calculated in
proportion with the disbursement of the guarantee)




HQ Sustainable Maritime Industries Inc.


/s/ Mr. Norbert Sporns

Signed By:  Mr. Norbert Sporns
President/CEO
Date: October 17,2005



Witness