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
1
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
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