CONSULTING AGREEMENT

CONSULTING AGREEMENT

This consulting agreement (this "Agreement") is made the January 11, 2005 by and between China Energy and Carbon Black Holdings, Inc. (the "Company"), and Ng Kua Inn (the "Consultant").

RECITALS

WHEREAS, the Company wishes to engage the Consultant to provide updated market information and data analyses to the Company’s new Hong Kong subsidiary of South Xinjiang Power Holdings, Inc.;

WHEREAS, the Consultant is willing to provide his services to the Company provided for in the Agreement as set forth below;

AGREEMENT

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

1. TERM

The term of this Agreement shall commence on the date hereof and end on January 10, 2006.

2. CONSULTING SERVICES

(a) Consulting Services. Assist the Company to provide updated market information and data analyses for South Xinjiang Power Holdings, Inc. (“Consulting Services”).

(b) Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 100,000 shares of the Company's Common stock (the "Shares") up front and register such shares at the time of initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934, as amended ("Exchange Act”)

(c) Issuance. Issuance and delivery of the Shares shall be immediately after the Consultant completes the Consulting Services as stipulated in paragraph 2(a) to the satisfactory of the Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered in the name of the Consultant; and (ii) evidence that the Shares have been registered on Form S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.

3. CONFIDENTIAL INFORMATION

In connection with the providing of Consulting Services, hereunder, the Consultant may come into contact with information concerning the Company which the Company deems confidential (the Confidential Information"). The Consultant understands and agrees that any Confidential Information disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which value may be impaired if the secrecy of such information is not maintained. The

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Consultant further agrees that he will take necessary security measures to preserve and protect the secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence and not to disclose such Confidential Information, either directly or indirectly to any person or entity during the term of this agreement or any time following the expiration or termination hereof; provided, however, that the Consultant may disclose the Confidential Information to an assistant to whom disclosure is necessary for the providing of Consulting Services under this Agreement provided that such assistant enters into similar agreement to protect the Confidential Information.

4. REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Consultant that as of the date hereof:

(a) Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not subject to any lien, pledge, security interest or other encumbrance.

(b) Authorization of Agreement. The Company has taken all actions and has obtained all consents or approvals necessary to authorize it to enter into this Agreement.

(c) Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement, registered pursuant to the Securities Act.

5. INDEMNIFICATION

(a) The Company shall indemnify the Consultant from and against any and all expenses (including reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts paid (whether in s