[Exhibit 10.7]

             China Energy Conservation and Environmental
                Protection Technology Investment LTD.

                                 And

           China Clean and Renewable Energy Corporation


                   Strategic Partnership Agreement
---------------------------------------------------------------------

This Agreement is signed the 1st day of September, 2007 in Beijing.


Party A:   China Energy Conservation and Environmental Protection
           Technology Investment LTD., a company incorporated in the
           PRC, the registered office of which is in Room 801 Jieneng
           Mansion, 42 Xizhimen North Street, Haidian District,
           Beijing.

Legal representative:  Zeng Wu

Party  B:  China Clean and Renewable Energy Ltd, a company
           incorporated in Hong Kong, the registered office of which
           is in Room 602 Beautiful Group Tower, 74-77 Connaught
           Road, Central District, Hong Kong.

Legal representative:  Allen Huie


RECITALS:

      i) Party A is a State owned enterprise that reports
         directly to the State Council.  It's primary mission is
         to develop and invest in energy conservation projects
         in China.
     ii) Party B is a internationally based company who was
         primarily established to invest and operate clean and
         renewable energy projects in China.  Party B is backed
         by international investors, funds, and an experience
         management team.
    iii) Party A and Party B agree to form a strategic
         partnership to develop, invest, operate, and manage
         energy conservation projects in China.

Now the Parties agree as follows:


1. Principle

   Party A and Party B will jointly seek to explore, develop,
   invest, operate, and manage energy conservation projects in
   China.  All projects invested by the Parties will be based on


                               1
<PAGE>

   commercially driven standards within economically driven
   return criteria established by the Parties.

2. Primary Roles

  1) Party A

    a)  Introduce conservation & renewable energy projects that
    it is involve in China.

    b)  Provide studies, research and development of
    conservation & renewable energy products and projects.

    c)  For each specific project to be undertaken by the
    Parties, provide its extensive network of engineering and
    operating staff to support such project.

    d) For each specific project to be undertaken, help develop
    marketing and distribution network.

    e)   For each specific project to be undertaken, assist in
    accessing relevant government entities and responsible
    departments.


  2) Party B

     a)  Party B will jointly work with Party A on conservation &
     renewable energy projects.

     b)  Party B will primarily use its experience and expertise
     in the financial markets, both internationally and
     domestically in China, to tap funding for specific
     projects.

     c)  Party B will also deploy its international management
     expertise in the operations of specific projects.

3. Joint Development of Projects

  1) In seeking projects, the Parties agree to be commercially
     driven, and apply economic return criteria suitable to both
     parties in their analysis of each specific project.
  2) Party A and Party B will enter into separate specific
     Agreements for each specific project as developed by the
     Parties.  The terms and conditions of each specific
     Agreement should be mutually beneficial to both Parties and
     not be in conflict with this Agreement.
  3) The Parties agree to set up criteria and standards for
     evaluating projects as follows:


                               2
<PAGE>


   a)  Industry and Sector Specific Analysis

       Both parties will exchange ideas on which industry to
       focus and prioritize on.  The Parties will seek
       industries where it can be a market leader and bring
       specific value added to such projects.  The Parties have
       identified (1) the waste heat energy conversion business
       as a starting point for investment.  Industries where
       project opportunities exist in this field include the
       Steel industry as well as cement, refining, and metals
       industries.  The Parties have also identified (2) the
       Municipal energy lighting sector as a sector for
       investment.  The parties expect these 2 sectors to
       provide amble investment project opportunities and
       superior returns to the Parties over the next several
       years

       The Parties will also explore and prioritize other energy
       conservation sectors for investment.  These sectors may
       include wind and solar energy related projects in China.

   b)  Risk Analysis

       Both parties agree to develop and update constantly the
       risk factors for each and every specific project.   Such
       risk factors include the size of projects, the soundness
       of collateral, strength of payback period, etc.

       In operating projects, the Parties agree that each party
       shall bear its own  resources, analyze it own risks, and
       be responsible for its own expenses.


   c)  Legal  Protection

       All projects must comply with applicable Chinese laws and
       regulations.

   d)  Return Analysis

       Each project must independently be reviewed by each Party
       as to its own expected returns.  The Parties must agree
       to the expected returns prior to engaging in any
       investment.

   e)  Negotiations and Documentation of each Project

       While the Parties agree to allow flexibility in the
       negotiation of projects, (for example, Party A may be the
       sole negotiator for each project in order to get better
       terms and conditions), the Parties agree to document all
       terms and conditions on each specific project so as to
       ensure protection of all interest by the Parties.


                               3
<PAGE>


4. Division of Profits

   1) Each project will be evaluated base on its risk and return
      profile and will be agreed to by both Parties before any
      investment.  As such, every project must meet expected
      returns to both Parties.

   2) For Party B, each project must meet a minimum expected
      return (no less than 15% IRR) before it will invest.

   3) Party B agrees to provide "Incentive Bonuses" to Party A
      for their work and support of each project.  Such Incentive
      Bonuses will be granted by Party B as follows:

      a)  Such Incentive Bonuses will be 10% of the returns
          received if the IRR received by Party B is 15%.
      b)  Such Incentive Bonuses will be 40% of the returns
          received if the IRR received by Party B is from 15% to
          25%.
      c)  Such Incentive Bonuses will be 60% of the returns
          received if the IRR received by Party B is more than 25%.


5. Right of First Refusal

   Pursuant to this Agreement, Party A agrees to grant Party B a
   right of first refusal for conservation and renewable energy
   projects it expects to pursue.  Party B will have a right for
   30 days to decide whether to invest or participate in any
   project referred by Party A.

6. Principal of Contact

 1) Party A:

    Zhang Jun                  EMAIL: zhangj@cnepc.com

 2) Party B:

    Liu Qiqun                  EMAIL: qiqunliu@gmail.com

7. Other Conditions

  1) The information in this agreement is confidential.

  2) This agreement shall be governed by and construed in
     accordance with the PRC law.


                               4
<PAGE>


  3) This agreement shall take effect after it is signed by the
     legal representatives and authorized people of the parties.

  4) The term of this agreement is 10 years from date of Signing.





                        EXECUTION PAGE


China Energy Conservation and Environmental
Protection Technology Investment LTD.


Signature: /s/ Zeng Wu
          ---------------------------------

Name:   Zeng Wu.




China Clean and Renewable Energy, Ltd

Signature: /s/Tsoi Hei Ping
          ---------------------------------

Name:  Tsoi Hei Ping




                               5
<PAGE>