Exhibit
      10.1


SINO-FOREIGN
      EQUITY JOINT VENTURE




















WUHAN
      SINOENERGY GAS COMPANY











CONTRACT








































June,6 th ,2006,
      Beijing














Contract
      for Wuhan Sinoenergy Gas Company Joint Venture


**Chapter
      1 General Provisions**


In
      accordance with the Law of the People's Republic of China on Joint


Ventures
      Using Chinese and Foreign Investment (the "Joint Venture Law")


and
      other
      relevant Chinese laws and regulations, Sinoenergy Holding Limited, with its
      legal address at Akara Bldg.,24De Castro Street, Wickhams Cay , road Town,
      tortolar. (hereinafter referred to as Party A) and Beijing Sanhuan Technology
      Development Co., Ltd. (hereinafter referred to as Party B), and Wuhan Fukang
      Automotive Cleaning Energy Company (hereinafter referred to as Party C), and
      Wuhan Yixiang Industry Trade Company (hereinafter referred to as Party D),
      in
      accordance with the principle of equality and mutual benefit and through
      friendly consultations, agree to jointly invest to set up a joint venture
      enterprise in Wuhan Province of the People's Republic of China.





**Chapter
      2 Parties of the Joint Venture**


Article
      1


Parties
      to this contract are as follows:


1.
            Sinoenergy
                Holding Limited (hereinafter referred to as Party A), registered
                with
                British Virgin Islands in England, and its legal address is at Akara
                Bldg., 24De Castro Street, Wickhams CayI,
                road Town, tortolar.


Legal
      representative: Name: Deng, Tianzhou


Position:
      Chairman


Nationality:
      China


2.
            Beijing
                Sanhuan Technology Development Co., Ltd. (hereinafter referred to
                as Party
                B), registered with Haidian District of Beijing. Its legal address
                at Room
                B1011, Golden Mansion, NO.38 Xueqing Street, Haidian District, Beijing,
                China.


Legal
      representative: Name: Huang, Bo


Position:
      Chairman


Nationality:
      China


3.
            Wuhan
                Fukang Automotive Cleaning Energy Company (hereinafter referred to
                as
                Party C), registered with Wuhan of Hubei Province. Its legal address
                at
                First Floor of NO.3 Workshop Building, Block 2, Hi-Tec Industrial
                Park,
                Wuhan Economic and Technological Development Zone, Hubei, China.


Legal
      representative: Name: Duan, Shanhu


Position:
      Chairman


Nationality:
      China


4.
            Wuhan
                Yixiang Industry Trade Company (hereinafter referred to as Party
                D),
                registered with Wuhan of Hebei Province. Its legal address at L2-2-101,
                Wuhan Economic and Technological Development Zone, Hubei, China.


Legal
      representative: Name: Niu, Jinyun


Position:
      Chairman


Nationality:
      China





**Chapter
      3 Establishment of the Joint Venture Company**


Article
      2


In
      accordance with the Joint Venture Law and other relevant Chinese


laws
      and
      regulations, the four parties of the joint venture agree to set up a joint
      venture of Wuhan Sinoenergy Gas Company (hereinafter


referred
      to as the joint venture company) in China.








Article
      3


The
      name
      of the joint venture company is Wuhan
      Sinoenergy Gas Company


The
      name
      in Chinese is [Chinese characters fo Wuhan Sinoenergy Gas Company].


The
      legal
      address of the joint venture company is at NO. 10 Chuangye Street, Wuhan
      Economic and Technological Development Zone, Hubei, China.


Article
      4


All
      activities of the joint venture company shall be governed by the


laws,
      decrees and pertinent rules and regulations of the People's Republic of
      China.


Article
      5


The
      Organization form of the joint venture company is a limited liability company.
      Each party to the joint venture company is liable to the joint venture company
      within the limit of the capital subscribed by


it.
      The
      profits, risks and losses of the joint venture company shall be shared by the
      parties in proportion to their contributions to the registered
      capital.


**Chapter
      4 The Purpose, Scope and Scale of Production and Business**


Article
      6


The
      goals
      of the parties to the joint venture are to enhance economic


co-operation
      technical exchanges, to improve the product quality, develop new products,
      and
      gain a competitive position in the world market in quality and price by adopting
      advanced and appropriate technology and scientific management methods; develop
      the products as well technology of CNG (Compressed Natural Gas) so as to so
      decrease the pollution of the air caused by cars using petrol and raise economic
      results and ensure satisfactory economic benefits for each
      investor.


Article
      7


The
      productive and business scope of the joint venture company is to


produce
      and sell converting devices of Gas Cars; to provide maintenance service after
      the sale of the products; to process and sell CNG (Compressed Natural Gas)
      for
      cars; study and develop new products.


Article
      8


The
      production scale of the joint venture company is as follows:


1.
      The
      production and sales capacity after the joint venture is put into operation
      is
      100,000 sets of converting devices of Gas Cars and 70,000,000m 3 of
      natural gas per year.





**Chapter
      5 Total Amount of Investment and the Registered Capital**


Article
      9


The
      total
      amount of investment of the joint venture company is RMB


60,000,000.


Article
      10


Investment
      contributed by the parties is RMB30, 000,000, which


will
      be
      the registered capital of the joint venture company. Party A shall pay by US
      dollars while Party B, C and D shall pay by RMB. Of which: Party A shall pay
      RMB15,000,000Yuan, accounting for


50%;
      Party B shall pay RMB12,000,000Yuan, accounting for


40%;
      Party C shall pay RMB1,5 00,000Yuan, accounting for 5%; Party D shall pay RMB1,5
      00,000Yuan, accounting for 5%.


2





Article
      11


Party
      A
      shall pay by US dollars while Party B, C and D shall pay by RMB.


Article
      12


The
      registered capital of the joint venture company shall be paid by Party A
      according to the sum it promises within three months after the issue of the
      Business License, and by Party B, C, and D according to the sum they each
      promises within three months after the issue of the Business License in one
      time.


Article
      13


In
      case
      any party to the joint venture intends to assign all or part


of
      his
      investment subscribed to a fifth party, consent shall be obtained from the
      other
      parties to the joint venture, and approval from the


examination
      and approval authority is required. When one party to the joint venture assigns
      all or part of his


investment,
      the other two parties have preemptive right.





**Chapter
      6 Responsibilities of Each Party to the Joint Venture**


Article
      14


Party
      A,
      Party B, Party C and Party D shall be respectively responsible for the following
      matters:


Responsibilities
      of Party A:


Providing
      investment in accordance with the provisions of Article 10 to Article
      12;


Responsible
      for handling other matters entrusted by the joint venture


company.


Responsibilities
      of Party B:


Providing
      investment in accordance with the provisions of Article 10 to Article
      12;


Providing
      resource support for the joint venture by signing Resource Protocols of natural
      gas.


Responsible
      for handling other matters entrusted by the joint venture


company.


Responsibilities
      of Party C:


Providing
      investment in accordance with the provisions of Article 10 to Article
      12;


Handling
      of applications for approval, registration, business license and other matters
      concerning the establishment of the joint venture company from relevant
      departments in charge of China;


Responsible
      for handling other matters entrusted by the joint venture


company.


Responsibilities
      of Party D:


Handling
      of applications for approval, registration, business license and other matters
      concerning the establishment of the joint venture company from relevant
      departments in charge of China;


Responsible
      for handling other matters entrusted by the joint venture


company.





**Chapter
      7 Selling of Products**


Article
      15


The
      products of Joint Venture Company will be gas devices of cars and compresses
      natural gas used for cars.


3





Article
      16


Products
      may be sold in Wuhan or on domestic markets through the following
      channels:


1.
      The
      joint venture company may directly sell its products in Wuhan.


2.
      The
      joint venture company may sign sales contracts with sales managers all over
      the
      country, entrusting them to be the sales agencies.


3.
      The
      joint venture company may sign sales contracts with sales managers in Wuhan,
      entrusting them to be the sales agencies.


4.
      The
      joint venture company may choose proper channels of selling products according
      to its development.


Article
      17


In
      order
      to provide maintenance service to the products sold both in Wuhan and its
      peripheries, the joint venture company may set up sales branches for maintenance
      service both in these areas to the approval of the relevant Chinese
      department.





**Chapter
      8 The Board of Directors**


Article
      18


The
      date
      of registration of the joint venture company shall be the date of the
      establishment of the board of directors of the joint venture
      company.


Article
      19


The
      board
      of directors is composed of 5 directors, of which 2 shall be appointed by Party
      A, two by Party B, and 1 by Party C and Party D. The


chairman
      of the board shall be appointed by Party A, and its vice-chairman by Party
      B.
      The term of office for the directors, chairman and vice-chairman is three years;
      their term of office may be renewed if


continuously
      appointed by the relevant party.


Article
      20


The
      highest authority of the joint venture company shall be its board of directors.
      It shall decide all major issues concerning the joint venture company. Unanimous
      approval shall be required for any decisions concerning major issues. As for
      other matters, approval by majority or a simple majority shall be
      required.


Article
      21


The
      chairman of the board is the legal representative of the joint venture company.
      Should the chairman be unable to exercise his responsibilities for any reason,
      he shall authorize the vice- chairman or any other directors to represent the
      joint venture company temporarily.


Article
      22


The
      board
      of directors shall convene at least one meeting every year. The meeting shall
      be
      called and presided over by the chairman of the board. The chairman may convene
      an interim meeting based on a proposal made by more than one third of the total
      number of directors. Minutes of the meetings shall be placed on
      file.





**Chapter
      9 Business Management Office**


Article
      23


The
      joint
      venture company shall establish a management office which shall be responsible
      for its daily management. The management office shall have a general manager
      and
      two deputy general managers, whose term of office is three years. They shall
      be
      appointed by the board of directors.


Article
      24


The
      responsibility of the general manager is to carry out the decisions of the
      board
      and organize and conduct the daily management of the joint venture company.
      The
      deputy general managers shall assist the general manager in his work. Several
      department managers may be appointed by the management office, they shall be
      responsible for the work in various departments respectively, handle the matters
      handed over by the general manager and deputy general managers and shall be
      responsible to them.


4





Article
      25


In
      case
      of graft or serious dereliction of duty on the part of the general manager
      and
      deputy general managers, the board of directors shall have the power to dismiss
      them at any time.





**Chapter
      10 Equipment Purchase**


Article
      26: The raw material, fuel, parts
      and
      auxiliary equipment, conveyance, and office supplies needed by the
      joint
      venture company should be purchased in China, until it is not available in
      China.


Article
      27: When the joint venture company consigns the equipment purchase, and the parts
      and
      auxiliary equipment purchase to the part A, Party B, Party C and Party D should
      be invited.


**Chapter
      11 Preparation and Establishment**


Article28:
      During the preparation and establishment of the joint venture, there should
      be a
      preparation division which is responsible for the preparation and establishment
      of joint venture company, under the leadership of the
      board of directors .


Article
      29: The things that the preparation division should to do as follows: to acquire
      the compulsory
      land, and sign the engineering construction contract in the
      prophase ;
      to
      organize the purchase and examination and acception of the related imported
      equipment and material, and the domestic equipment and material; to set down
      the
      engineering construction plan, and work out of the plan for the arrangement
      of
      the fund; to master the engineering payout and engineering final
      account, define the management method and pack up and maintain the files,
      drawings, documents and other related materials of the engineering
      construction.


Article
      30: defining the management control plan of joint venture, setting up the
      management control organization, employing the management control worker and
      working out the annual budget of the operation.


Article
      31: During the preparation for the construction, with the agreement of Party
      A,
      Party B, Party C and Party D, the cost of the establishment of the working
      people, their payment and general
      expenses will be listed into the engineering construction budget.


Article
      32: After the completion of the preparation, the preparation division will
      be
      withdrawn, while the management control organization will execute it daily
      management control function, after being examined and authorized by the board
      of
      directors.


**Chapter
      12 Labor management and Trade Union Organization**


Article
      32: In joint venture company workers’ recruit ment,
      employment, unemployment, payment and labor, insurance, life welfare, rewards
      and punishment and other cases will be defined by the joint venture company
      and
      its labor union organization or by other separated labor contract, according
      to
“ PRC
      Labor
      Law” and its execution method, after the board of directors has studied and set
      down the scheme. After the labor contract is made, it should be put on records
      in the local labor management sector.


5





Article
      33: the employment of chief executive officer recommended by Party
      A,
      Party B, Party C and Party D and his payment, social insurance, welfare,
      standards for his travel expense and so on should be decided by the board of
      directors through the discussion.


Article
      34: The employer of the joint venture company has the right to establish the
      trade union organization and develop the trade union activities according to
      “the PRC Trade Union Law”.


Article
      35: The task of the trade union in the joint venture company is : to protect
      the
      worker’s civil right and material interest, according to the law; to cooperate
      with the company to arrange and properly use the welfare, rewards fund; to
      organize workers to study the knowledge of politics, operations, science and
      technology and carry out some literature and physical training activities;
      to
      educate the workers to comply with the labor discipline and try to finish all
      the economic task given by the joint venture company.


Article
      36: The representatives of trade union sign the labor contract with the joint
      venture company on behalf of the worker and also monitor the execution of the
      contract.


Article
      37: The director of trade union has the right to take part in the meeting held
      by the board of directors about the company’s developing plan, and manufacturing
      and operating activities and to reflect the worker’s opinions and
      requirements.


Article
      38: The trade union takes part in the intermediation of the conflicts between
      the workers and the joint venture.


Article
      39: The joint venture company monthly gives funds to the trade union, that
      is,
      two percent of the actual payment of the staffs of the joint venture. The trade
      union use the funds according to “the Method for Management of the Trade Union
      Fund” designed by the PRC’s general trade union.


**Chapter
      13: Taxes, Finance and Audit**




Article
      40


The
      joint
      venture company shall pay taxes in accordance with the provisions of Chinese
      laws and other relative regulations.


Article
      41


Staff
      members and workers of the joint venture company shall pay individual income
      tax
      according to the Individual Income Tax Law of the People's Republic of
      China.


Article
      42


Allocations
      for reserve funds, expansion funds of the joint venture company and welfare
      funds and bonuses for staff and workers shall be set aside in accordance with
      the provisions of the Joint Venture Law. The annual proportion of allocations
      shall be decided by the board of directors according to the business situation
      of the joint venture company.


Article
      43


The
      fiscal year of the joint venture company shall be from January 1 to December
      31.
      All vouchers, receipts, statistic statements and reports shall be written in
      Chinese.


Article
      44


Financial
      checking and examination of the joint venture company shall be conducted by
      an
      auditor registered in China and reports shall be submitted to the board of
      directors and the general manager.


Article
      45


In
      the
      first three months of each fiscal year, the manager shall prepare the previous
      year's balance sheet, profit and loss statement and proposal regarding the
      disposal of profits, and submit them to the board of directors for examination
      and approval.




6









Article
      46: The finance and accounting system of the joint venture should be defined
      according to the Chinese local finance and accounting system and the actual
      situation of the joint venture. It must be reported to the local financial
      and
      taxi sector for being put on records.




**Chapter
      14 the Duration of Joint Venture**




Article
      47: The
      duration of joint venture company is 2 years. The establishment of the joint
      venture is the day when the business
      license is released. With the proposal of one party, and the agreement of the
      board of directors, the expiration, the joint venture can ask the examination
      and approval authority to extend the duration within 6 months before the
      expiration.




**Chapter
      15 the Disposal of Assets after the Expiration of the
      Duration**




Article
      48


Upon
      the
      expiration of the duration, or termination before the date of expiration of
      the
      joint venture, liquidation shall be carried out


according
      to the relevant laws. The liquidated assets shall be distributed, and Party
      B.,
      Party C and Part D..




**Chapter
      16 Foreign Exchange Control and Insurance**






Article
      49: All the foreign exchange controls of the joint venture should be dealt
      with
      according to “the PRC’s Foreign Exchange Control Regulations” and other
      regulations




Article
      50


Insurance
      policies of the joint venture company on various kinds of risks shall be
      underwritten with the insurance companies qualified in China. Types, value
      and
      duration of insurance shall be decided by the board of directors




**Chapter
      17 The Amendment, Alteration and Termination of the
      Contract**


Article
      51


The
      amendment of the contract or other appendices shall come into force only after
      a
      written agreement has been signed by four Parties and approved by the original
      examination and approval authority.





Article
      52


In
      case
      of inability to fulfill the contract or to continue operation due to heavy
      losses in successive years as a result of force majeure, the duration of the
      cooperative venture and the contract shall be terminated before the time of
      expiration after being unanimously agreed upon by the board of directors and
      approved by the original examination and approval authority.





Article
      53 Should the cooperative venture company be unable to continue its operation
      or
      achieve its business purpose due to the fact that one of the contracting parties
      fails to fulfill the obligations prescribed by the contract and articles of
      association, or seriously violates the provisions of the contract and articles
      of association, that party shall be deemed to have unilaterally terminated
      the
      contract. The other parties shall have the right to terminate the contract
      in
      accordance with the provisions of the contract after approval by the original
      examination and approval authority, and to claim damages. In case four Parties
      of the cooperative venture company agree to continue the operation, the party
      who fails to fulfill its obligations shall be liable for the economic losses
      caused thereby to the joint venture company.


7








**Chapter
      18 Responsibility of breach of faith**


Article
      54


Should
      either Party A or Party B or Party C or Party D fail to provide on schedule
      the
      contributions in accordance with the provisions defined in Chapter 5 of this
      contract, the party in breach shall pay to the other parties 1 % of the
      contribution starting from the first month after exceeding the time limit.
      Should the party in breach fail to provide after 3 months, 3% of the
      contribution shall be paid to the other parties, who shall have the right to
      terminate the contract and to claim damages from the party in breach in
      accordance with the provisions of Article 53 of the contract.





Article
      55


Should
      all or part of the contract and its appendices be unable to be fulfilled owing
      to the fault of one party, the party in breach shall bear the liability
      therefore. Should it be the fault of other parties, they shall bear their
      respective liabilities according to the actual situation.





Article
      56


In
      order
      to guarantee the performance of the contract and its appendices, four Parties
      shall provide each other with bank guarantees for performance of the
      contract.





**Chapter
      19 Force majeure**


Article
      57


Should
      either of the parties to the contract be prevented from executing the contract
      by force majeure, such as earthquake, typhoon, flood, fire, war or other
      unforeseen events, and their occurrence and consequences are unpreventable
      and
      unavoidable, the prevented party shall notify the other parties by telegram
      without any delay, and within 15 days thereafter provide detailed information
      of
      the events and a valid document for evidence issued by the relevant public
      notary organization explaining the reason of its inability to execute or delay
      the execution of all or part of the contract. Four parties shall, through
      consultations, decide whether to terminate the contract or to exempt part of
      the
      obligations for implementation of the contract or whether to delay the execution
      of the contract according to the effects of the events on the performance of
      the
      contract.





**Chapter
      20 Applicable Law**





Article
      58


The
      formation, validity, interpretation, execution and settlement of disputes in
      respect of, this contract shall be governed by the relevant laws of the People's
      Republic of China.





**Chapter
      21 Settlement of Disputes**


8





Article
      59


Any
      disputes arising from the execution of, or in connection with, the contract
      shall be settled through friendly consultations between four
      parties.


Article
      60


In
      case
      no settlement can be reached through consultations, the disputes shall be
      submitted to Wuhan sub- commission for arbitration in accordance with its rules
      of procedure. The arbitral award is final and binding upon four parties.


Article
      61


During
      the arbitration, the contract shall be observed and enforced by four parties
      except for the matters in dispute.





**Chapter
      22 Language**





Article
      62


The
      contract shall be written in Chinese.





**Chapter
      23 Effectiveness of the Contract and Miscellaneous**





Article
      63


The
      contract shall come into force commencing from the date of approval of the
      Ministry of Foreign Trade and Economic Cooperation of the People's Republic
      of
      China (or its entrusted examination and approval authority)


Article
      64


The
      Contract is signed for 11 copies, Each one of four parties has two copies.
      Other
      three copies are used as examining and approving and registering.


Article
      65


The
      Articles of Contract is signed in Beijing by the authorized representatives
      of
      four parties (A,B,C,D) on.





**Party
      A** **æ** **Sinoenergy
      Holding Ltd.**


**Party
      B** **æ** **Beijing
      Sanhuan Technology Development Co., Ltd.**


**Party
      C** **æ** **Wuhan
      Fukang Automotive Cleaning Energy Company**


**Party
      D** **æ** **Wuhan
      Yixiang Industry Trade Company**













9