[EXHIBIT 10.9]
[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________


Our Reference: RT-CA08-K80314-02


Consultancy Agreement for Nano-Confined Catalytic Oxidation
(NCCO) Air Sterilizing / Deodorizing System


Supplier:     RHT Limited
              4B The Annex Building, Entrepreneurship Center,
              The Hong Kong University of Science and Technology,
              Clear Water Bay, Kowloon, Hong Kong

Consultant:   China Clean & Renewable Energy Limited
              Rm 286, 2/F, Shui On Centre,
              6-8 Harbour Road,
              Wanchai, Hong Kong


     1    RIGHTS' TO TERRITORY

          The SUPPLIER grants the CONSULTANT the rights to
          introduce the use of license right relating to the
          NCCO Air Sterilizing / Deodorizing Systems
          technology to the Customer in accordance with the
          Product Specification hereafter called "Product" and
          the Customer list hereafter called "Territory"
          identified in Schedule "A" attached.

          Note:     RHT Limited (RHT) is deemed the "SUPPLIER"
          and grants the CONSULTANT the rights only during the
          validity period where RHT is holding the exclusive
          rights to market the Product manufactured by 3rd
          parties and covering the area stipulated above.


     2    LEGAL STATUS OF DISTRIBUTOR

          The CONSULTANT will have the right to introduce the
          use of license right relating to the NCCO air
          purification technology being referred as the
          "Product" in RHT's name to the Customer within the
          Territory as specified in article no. 1 of this
          agreement. The Product is used as application and
          enhancement features which could be integrated into
          the Customer's end product.  The product
          specification complete with patent application
          number is specified and being referred in Schedule
          "A" of this agreement attached.

     3    MARKETING AND SALES

                                                     Page 1 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________


          The CONSULTANT agrees to effectively promote, and
          market the Product in the territory.

          The CONSULTANT agrees to work closely with the
          SUPPLIER in identifying the target market sectors,
          establishing the communication link between the
          Customer and the SUPPLIER on new product
          development.

          The CONSULTANT agrees to follow through with the
          Customer on all action tasks identified until a
          final sales agreement between the SUPPLIER and
          Customer is reached.

          The SUPPLIER shall furnish the CONSULTANT with
          quantities of his sales literature.

          The SUPPLIER will hold the right on negotiation of
          the unit price on use of the license right to be
          sold to the Customer by RHT.

          Upon a sales agreement is reached on use of the
          license right between the SUPPLIER and Customer, it
          is the responsibility of the SUPPLIER to advise the
          CONSULTANT in writing within seven (7) work days.

          The SUPPLIER is responsible to invoice the Customer
          directly on any use of the license right based on
          the sales agreement set forth between the SUPPLIER
          and the Customer.


     4    TECHNICAL SUPPORT:

          The SUPPLIER is responsible to manage the technical
          support to the Customer in using of the NCCO air
          purification during the product development phase.


     5    PROFIT SHARING

          5.1  Commission:
          The SUPPLIER agrees to share with the CONSULTANT
          with a 25% profit based on the total non exclusive
          licensing fee obtained from the Customer in any
          given transaction as specified in Article no. 3 of
          this agreement.


          In the event that the sales transaction involves
          using of license right and selling of NCCO filters
          to the Customer, the profit sharing will be revised
          from the aforementioned original profit sharing of
          the 25% based on license fee to Customer to a 10%


                                                     Page 2 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________


          profit sharing based on the actual selling price of
          the NCCO filter instead. The SUPPLIER agrees to
          advise the CONSULTANT in writing complete with
          supportive documents prior to any transactions which
          may fall into this category.


          5.2  Payment term:
          Payment to the CONSULTANT will become due net 30
          days after a confirmed order has been received from
          the Customer to the SUPPLIER and the SUPPLIER
          invoice to the Customer has been issued.


     6    PROHIBITION OF COMPETITION

          The SUPPLIER agrees to pass all enquiries, orders,
          communications or leads from the Territory regarding
          the Product to the CONSULTANT. The CONSULTANT shall
          not market any product that is in conflict to the
          SUPPLIER's Product.


     7    TRADEMARKS

          The Product shall be sold and advertised under the
          proper Trademark and Logotypes of the SUPPLIER
          (hereafter called Trademark). The CONSULTANT shall
          only use the Trademark on or in relation to the
          Product as supplied by the SUPPLIER and not on any
          other product. The CONSULTANT will also have the
          possibility to purchase the Product as neutral
          without Reign logo. After termination of this
          agreement the CONSULTANT shall not use the Trademark
          in any matter.



                                                     Page 3 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________


      8    SECRECY

          8.1
          The SUPPLIER will from time to time disclose to the
          CONSULTANT or the CONSULTANT will otherwise learn
          from the SUPPLIER information relating to the
          Product or to supporting materials relating to the
          Product (Confidential Information) including,
          without limitation.
          a)   Manuals and other technical documentation,
               including circuit drawings
          b)   Marketing information
          a)   Sales material
          b)   Trade secrets and know-how
          c)   All information indicated in this agreement

          The CONSULTANT agrees that it will not use for its
          own account or for the account of any third party
          nor disclose to any third party any Confidential
          Information except to the extend that such use or
          disclosure shall strictly in accordance with this
          Agreement or may be authorized by the SUPPLIER in
          writing.


          8.2
          The CONSULTANT shall ensure that each of its
          employees who may be involved in the performance of
          the CONSULTANT obligations hereunder will abide by
          the restrictions on use and disclosure set out in
          this Clause.

          8.3
          The obligations set out in the Clause shall survive
          the termination of this agreement. The CONSULTANT
          shall not during the term of this agreement or
          thereafter reveal any trade secrets of the SUPPLIER,
          nor use such secrets otherwise than for the purposes
          of this agreement.


     9    VALIDITY AND CANCELLATION

          This agreement enters into force on signature and
          will be valid for five (5) year and afterwards for
          one year at a time, if not cancelled by either party
          in writing at least six months notice.  Upon
          cancellation or any termination of this agreement,
          the SUPPLIER agrees to settle all outstanding
          amounts due and attributed to the CONSULTANT
          pursuant to actions or work undertaken by CONSULTANT
          under this Agreement.


                                                     Page 4 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________


     10   PREMATURE TERMINATION

          Either party shall have the rights to terminate this
          agreement at any time with immediate effect if the
          other party shall:
          a)   Commit a material breach of its obligations
               hereunder and fail to remedy such breach within
               thirty days after notice has been received in
               writing specifying the breach.
          b)   Become bankrupt or insolvent, unable to pay its
               debts as they fall due, pass a resolution for
               wind-up or suffer a wind-up order, enter into any
               composition with its creditors or cease business.


     11   THE CONTRACT

          11.1
          All previous agreements arrangements between the
          SUPPLIER and CONSULTANT are hereby cancelled. The
          contract covers the entire understanding of the
          parties and there are no other conditions or
          obligations between the parties.

          11.2
          No variation, waiver of modifications of any terms
          of this contract shall be valid unless in writing
          and signed by both parties.

          11.3
          Subject to the clause above, the failure of either
          party to enforce at any time of provisions of this
          shall not be construed to be a waiver to enforce any
          such provision.

          11.4
          The CONSULTANT shall refrain from assigning this
          Agreement or any interest herein without the prior
          written consent of the SUPPLIER.


                                                     Page 5 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________



     12   DISPUTES

          The parties shall endeavor to settle any dispute in
          direct negotiations.
          Should such negotiations be unsuccessful the
          disputes are to be settled by Arbitration through
          Department of Justice in Hong Kong and conducted in
          English Language.



************
THE PARTIES HAVE THIS DAY AGREED TO THIS CONTRACT TO BE
EXECUTED BETWEEN THEM AND SIGNED BY THEIR AUTHORIZED
REPRESENTATIVES.

The SUPPLIER                    The AGENT
RHT Limited                     China Clean & Renewable Energy, Ltd.


/s/Angus Chan                   /s/Allen Tat Yan Huie
--------------------------      -------------------------------
Mr. Angus Chan                  Mr. Allen Tat Yan Huie.
Title: Sales Manager                       Title: President
Date:                           Date:

(Business Registration Number:  (Business Registration Number:
21983675)                        37707950)





                                                     Page 6 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________



Schedule "A"



This Schedule shall form as a part of the Consultancy
Agreement with reference number _________ dated __________.

The subject schedule is used to identify the specification of
the "Product" and the sales "Territory" being referred in the
Consultancy Agreement as follows:




Product:


International Patent Information on NCCO Air Sterilizing /
Deodorizing Systems Technology
----------------------------------------------------------

International Patent   F24F 3/16
Classification:
International          PCT/CN02/00303
Application Number:
International Filing   29 April 2002 (29.04.2002)
Date:
Title:                 AIR CLEANER FILTER SYSTEM CAPABLE
                       OF NANO-CONFINED CATALYTIC
                       OXIDATION




Other Patent Information on NCCO Technology
-------------------------------------------

<TABLE>
<CAPTION>
Country    Application No                   File Date
-------------------------------------------------------
<S>        <C>                              <C>
China      Application No. 02828843.2       27 Oct 2004

HKSAR      Application No. 05106827.1       09 Aug 2005

Japan      Application No. 3114789          29 Oct 2004

US         Attorney Docket:GIPAC/108/PC/US  25 Oct 2004

Europe     Application No. 02727163.A       29 Oct 2004
</TABLE>

* The Products above are the Products under patent from
  SUPPLIER.  Any additional products to be added to Schedule A
  above needs to be sign-off by both SUPPLIER AND CONSULTANT.




                                                     Page 7 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]
<PAGE>

[LOGO]
 RHT                                              RHT LIMITED
                                           [LOGO - ENGLISH & CHINESE]

REGENERATION      .      HOPE     .      TRUST
_______________________________________________________________________




Schedule "A" (continued)



Territory:
---------

Customer List:

No.   Customer Name
---   -------------

1     3M Company
2     General Motors Corporation
3     Giabo (Chiap Hua International Limited)
4     Guangdong Midea Electric Appliances Company Limited
5     Haier Group
6     Honda Motor Co Ltd
7     Honeywell International Inc
8     Osim International Limited


* The Territory, and Customer list, to be included in the
  above Schedule A, needs to be signed-off by written
  confirmation by both SUPPLIER AND CONSULTANT.

* Both SUPPLIER and CONSULTANT agree to review the Customer
  List identified individually by customer every twelve (12)
  months from the signed off date of this Schedule.









                                                     Page 8 of 8

     RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
        THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
                CLEAR WATER BAY, LOWLOON, HONG KONG

                        [ADDRESS IN CHINESE]