Exhibit
      10.2

    


    INVESTMENT
      AND COOPERATION STRUCTURE AGREEMENT

    


    In
      order
      to develop the business of waste to energy technology, and on the principle
      to
      dominate the domestic market, Wuxi Huayang Electrical Power Equipment Co.,
      ltd.
      (hereinafter “Party A”) and Beijing
      China Sciences General Energy & Environment Co., Ltd.
      (hereinafter “Party B”), after consideration and friendly discussions, enter
      into this Agreement in order to establish common goals and to establish a
      strategic partnership. 

    


    Article
      1: The Parties

    


    Section
      1: Party A

     

    
      	
              Legal
                Name:

            	
              Wuxi
                Huayang Electrical Power Equipment Co., Ltd.

            
	
              Registered
                Address: 

            	
              No.
                9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi
                City

            
	
              Legal
                Representative:

            	
              Tang
                Lihua, General Manager, PRC national

            
	
              Telephone:

            	
              051083381199

            
	
              Facsimile:

            	
              051083380099

            


    

    


    Section
      2: Party B

    


    
      	
              Legal
                Name:

            	
              Beijing
                China Sciences General Energy & Environment Co.,
                Ltd.

            
	
              Registered
                Address:

            	
              No.
                22, Zhongguan Road, Zhongke Plaza, Building A, No. 5, Haidien District,
                Beijing

            
	
              Legal
                Representative:

            	Cui
              Huaming, Chairman, PRC national
	
              Telephone:

            	
              010-62639040

            
	
              Facsimile:

            	
              010-62632643

            


    

    

      Article
        2: Background of Cooperation

      


      Section
        1: Business Background

      


      
        	 	
                1.

              	
                Party
                  A has substantial financial resources, as well as relevant manufacturing
                  experiences.

              


      

      


      
        	 	
                2.

              	
                Party
                  B has seven relevant patents in waste-to-energy technology that
                  are
                  recognized by the market, including an invention patent, and has
                  a team of
                  engineers possessing a wealth of relevant
                  experience.

              


      

      

        Section
          2: Market Conditions

        


        
          	 	
                  1.

                	
                  In
                    light of the rapid expansion for municipal waste-to-energy development,
                    the parties shall combine their respective strengths and agree
                    to the goal
                    of becoming the leader in the relevant domestic market.
                    

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	
                  2.

                	
                  The
                    deployment and use for waste-to-energy technology is dependent
                    on both the
                    maturity of the technology and the support of sufficient
                    funding.

                


        

        


        
          	 	
                  3.

                	
                  Although
                    the market for waste-to-energy is rapidly expanding, the parties
                    must
                    optimally realign their respect resources in order to maintain
                    a high
                    level of development.

                


        

        


        Article
          3: Purpose of the Parties’ Cooperation

        


        The
          parties are establishing the strategic partnership in order to:

        


        
          	 	
                  1.

                	
                  Allow
                    Party A to build waste-to-energy plants based on Party B’s patented
                    technology, and to enjoy exclusive manufacturing rights upon
                    achieving
                    national design standards; and 

                


        

        


        
          	 	
                  2.

                	
                  Allow
                    Party B to share in any derived profits based upon the patents
                    and
                    technology services that it will
                    provide.

                


        

        


        Article
          4: Basis of Cooperation

        


        Section
          1: Framework for Cooperation

        


        Based
          on
          the parties’ respective business development and relevant market conditions,
          each party shall take the steps necessary for the strategic partnership,
          and
          establish a framework for their cooperation.

        


        Section
          2: Each Party’s Development Direction

        


        
          	 	
                  1.

                	
                  Party
                    A shall focus on early-stage business development, use of funds
                    and
                    manufacturing and production. 

                


        

        


        
          	 	
                  2.

                	
                  Party
                    B shall focus on research and development, patents and plant
                    management.
                    

                


        

        


        Section
          3: Basis of Strategic Partnership

        


        
          	 	
                  1.

                	
                  Party
                    A shall provide early-stage business development, and all relevant
                    funding.

                


        

        


        
          	 	
                  2.

                	
                  Party
                    B shall provide the results of its research efforts, as well
                    as
                    supervision of plant construction and
                    management.

                


        

        


        Section
          4: Other Basis.

        


        
          	 	
                  1.

                	
                  Party
                    A agrees and acknowledges that the waste-to-energy system that
                    is the
                    subject of this Agreement shall be based on Party B’s technology.
                    

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	
                  2.

                	
                  Party
                    B agrees and acknowledges that Party A shall have investment
                    right of
                    first refusal, and shall not negotiate with other investors.
                    If Party A
                    abandons its investment or does not provide funding in accordance
                    with
                    agreed schedule, Party B shall have the right to seek out other
                    investors.
                    

                


        

        


        Article
          5: Patent and Technology Services

        


        Section
          1: Patent Protection

        


        Party
          A
          respect Party B’s technology patents, and has the obligations to maintain in
          confidence all of Party B’s information relating to its technology, including
          both open and closed technologies. Party B shall be responsible for providing
          technology information as required in accordance with customer specifications.
          Party A shall not furnish Party B’s technology information to a third party
          without the Party B’s consent. 

        


        Section
          2: Patent Licensing Fee

        


        Party
          B
          shall have the right to receive licensing fees for its patents, to be paid
          by
          the joint-venture entity established by the parties, which amount shall
          be
          mutually determined by the parties and which shall be to the benefits of
          its
          strategic partner. 

        


        Section
          3: Services Relating to Plant Construction Management

        


        With
          respect to the construction of waste-to-energy plants, Party B shall have
          the
          responsibility to supervise and to make necessary adjustments, and shall
          guarantee their effectiveness. 

        


        Article
          6: 

        


        Section
          1: Testing

        


        Testing
          of the waste-to-energy plants shall be conducted in accordance with national
          testing standards, to be conducted by Party B 72 hours after completion
          of
          construction, with the testing period between 60 to 90 days. 

        


        Section
          2: Start of Operation

        


        Because
          Party B has management expertise, the joint-venture entity shall retain
          Party B
          for construction of the waste-to-energy plant. Party B shall have the obligation
          to be retained, on terms favorable to its strategic partner.

         

        Article
          7: Pace of Cooperation

        


        The
          parties agree to cooperate in accordance with the framework laid out in
          this
          Agreement to achieve their mutual goal.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        This
          Agreement shall have four copies, and the effective period shall be from
          November 17, 2006 to November 17, 2010. At expiration, this Agreement shall
          automatically renew for three years unless objected to by one of the parties.
          

        


        
          	
                  Party
                    A:

                	 	
                  Wuxi
                    Huayang Electrical Power Equipment Co., Ltd.

                
	 	 	 
	 	 	
                  By:

                	/s/
                  Tang Lihua	 
	 	 	 
	 	 	
                  [COMPANY
                    SEAL]

                
	 	 	 
	 	 	
                  Dated:
                    November 20, 2006

                
	 	 	 
	
                  Party
                    B:

                	 	
                  Beijing
                    China Sciences General Energy & Environment Co.,
                    Ltd.

                
	 	 	 
	 	 	
                  [COMPANY
                    SEAL]

                
	 	 	 
	 	 	
                  Dated:
                    November 20, 2006