Exhibit
      10.2


**SHAREHOLDER
      ENTRUST AGREEMENT**


PARTY
      A:
      Qingdao Sinogas General Machinery Co., Ltd.


PARTY
      B:
      Beijing Sanhuan Technology Development Co., Ltd.


In
      accordance with the Law of the People's Republic of China and the corporation
      laws of the People’s Republic of China and correlative regulations and rules and
      other relevant Chinese laws and regulations, and with the principle of equality
      and voluntary and through friendly consultations by Party A and Party B for
      affairs about Party A entrust Party B with hold shares conclude Clauses as
      below, abide by two parties together.


CLAUSE   Party
      A
      plans to establish Wuhan Sinoenergy Gas Co., Ltd. (the “third corporation”) with
      Sinoenergy Holding Ltd. (Sinoenergy), Wuhan Fukang Automotive Cleaning Energy
      Company (Wuhan Fukang), and Wuhan Yixiang Industry Trade Company (Wuhan
      Yixiang). By issuing registered capital 30,000,000 yuan, of which Party A plans
      to contribute 13,000,000 yuan, possess 40%, Sinoenergy plans to contribute
      15,000,000 yuan, possess 50%, Wuhan Fukang plans contribute 1,500,000 yuan,
      possess 5%, Wuhan Yixiang plans to contribute 1,500,000 yuan, possess
      5%.


CLAUSE
      It
      was agreed that, as Party A is a foreign merchant invest corporation now, the
      invest behavior of above-mentioned, contribute invest 12,000,000 by Party A,
      possess 40% of the third corporation cannot become a investor directly, hereby
      entrust Party B as nominal investor possess the 40% shares of the Third
      corporation.


CLAUSE
      Contributing capital of possessed shares portion of the third corporation invest
      by Party A, Party B provides the required files related to found registration
      procedure; after the third corporation founded, Party B as a nominal shareholder
      of the third corporation, Party A as a actual shareholder.


CLAUSE
      As
      actual shareholder, Party A enjoys the shareholder’s rights, bears the
      shareholder’s obligations and invest risks, participates in management of the
      third corporation, and appoints director, supervisor, senior manager to the
      third corporation.


CLAUSE
      As
      entrusted part of Party A (nominal shareholder), Party B has no shareholder’s
      obligations, needn’t bear the shareholder’s obligations and invest risks,
      needn’t participate in management of the third corporation, just provides
      related files and material as Party A required.


CLAUSE
      Entrust deadline:2-3 years. During the entrust deadline, Party A needs to
      relieve the trust or the entrust deadline expire, Party B must transfer the
      shares to Party A or another appointed by Party A lawfully as Party A
      demands.








CLAUSE
      Reward: Party A pays 10,000 yuan per year as reward of shares rights
      representation.


CLAUSE
      Confidential: after this agreement is signed, Party B mustn’t reveal the
      contents of this agreement and the shares-hold entrust matters to any third
      party, unless approved by Party A


CLAUSE
      Responsibility of violate treaty: when fulfill this agreement, in case Party
      B
      violate the instructions of Party A, and fails to provide related files to
      Party
      A according to this agreement, cause Party A can’t enjoy or exercise the
      shareholder’s rights, Party A has a right to demand Party B to compensate
      pursuant signified shares portion and profit in this agreement.


CLAUSE
      If
      there are any unexhausted affairs, two parties shall sign an additional
      agreement as enclosure which has the same legal effect as this
      agreement.


CLAUSE
      There are two duplicates for this agreement; Party A and Party B shall each
      take
      one copy, which has the same legal effect as this agreement.


CLAUSE
      This agreement shall be effective when the two parties sign on it, with their
      official seals.





PARTY
      A:


QINGDAO
      SINOGAS GENERGY MACHINERY CO., LTD


ENTRUST
      AGENT (SIGNATURE):





PARTY
      B:


BEIJING
      SANHUAN TECHNOLOGY DEVELOPMENT CO., LTD


ENTRUST
      AGENT (SIGNATURE):






2