**Exhbit
      10.13**





Construction
      with Investment and


Management
      of CNG-LNG





Project
      Contract
































February
      1, 2007





This
      contract is signed by both parties on February 1, 2007 in Huangmei
      County.





**Party
      A: People’s Government of Huangmei County, Hubei Province**





**Party
      B: Sinoenergy Corporation**


**China
      New Energy Development Investment Company Limited**





In
      order
      to promote local economic development and in accordance with relevant
      regulations of *Contract
      Law of the People’s Republic of China* and *Company
      Law of the People’s Republic of China* ,
      both
      parties come to an agreement and sign this contract on Party B makes investment
      in Huangmei County upon the principle of mutual benefit and friendly
      consultation.





**Clause
      I Introduction of Investors**


Sinoenergy
      Corporation, which is a company listed in NASDAQ, mainly deals with urban
      natural gas pipeline network, natural gas station and LNG processing factory
      in
      China. In 2004, it annexed Qingdao General Machinery Factory, a large state
      enterprise in Qingdao to manufacture various pressure containers and natural
      gas
      equipments. In 2006, it founded automobile natural gas projects in Wuhan,
      Pingdingshan and Baotou, etc. At present, its total investment in China is
      over
      CNY 200 million.


China
      New
      Energy Development Investment Company Limited, which is a new energy investment
      company registered in Hong Kong, mainly deals with investment to natural gas
      projects in China, and also pays attention to other energy fields such as wind
      energy, solar energy and biological energy, etc. In recent 3 years, it has
      founded 5 large CNG master stations in Zhengzhou, Nanjing and Wuhu, etc., and
      become the largest dealer of CNG master station in China.





**Clause
      II Content and Scale of the Project**


1.1
      Party
      A agrees Party B to invest and construct CNG-LNG (Compressed and Liquefied
      Natural Gas) project in Huangmei County. Scale of the project: annual natural
      gas processing capacity is 300 million m 3 ,
      the
      product in initial period is CNG, and the product in future period is LNG.
      Target of natural gas is settled by Party B.


1.2
      Total
      investment of the project is USD 28 million (refer to the Feasibility Research
      Report submitted by Party B).


1.3
      The
      registered capital is USD 5 million in cash.





**Clause
      III Schedule of the Project**


Relevant
      permit procedures and applicable policies shall be confirmed since the date
      signing this agreement.





**Clause
      IV Scope, Price and Payment of Land for Construction**


2.1
      Party
      A transfers a piece of land of 50Mu to Party B at one time (located beside
      “Deliver Gas of Sichuan to East Part” substation) as industrial land, price of
      transfer is CNY 74,660/Mu (refer to the appendix for relevant contents of the
      price), and term of use is 50 years. Transfer of the land is executed in
      accordance with relevant regulations of China.


2.2
      Payment is executed according to the *Transfer
      Contract of Use Right of State Land* signed
      between Party B and the Bureau of State Land and Resources.








**Clause
      V Programming and Construction**


4.1
      Party
      A provides land with “Five Connections” close to “Deliver Gas of Sichuan to East
      Part” substation for Party B (refer to Clause II of appendix). Party A shall
      assist to provide basic establishments with “Five Connections” such as
      electricity and water, etc. and road red lines connected to land of the project.
      Party B shall pay relevant expenses.


4.2
      Party
      B must develop and use the land according to the use, term and conditions
      regulated in relevant laws and *Transfer
      Contract of Use Right of State Land* .
      Party B
      can consign designers with relevant qualifications to make programming and
      design without violating relevant regulations, and transact capital construction
      procedure after being examined and approved by relevant
      authorities.





**Clause
      VI Management and Administration**


6.1
      Production and management of Party B must comply with relevant laws and
      regulations of China, protect state benefits and maintain market order of fair
      competition.


6.2
      Party
      B shall execute relevant laws and regulations on labor protection, protect
      legal
      rights and benefits of employees, participate in social security system and
      support work of relevant associations.


6.3
      Party
      B shall execute state financial system, submit accountant report forms and
      statistic report forms to relevant agencies and accept supervision of relevant
      departments of local government.





**Clause
      VII Environment Protection and Safe Production**


7.1
      Party
      B shall ensure environment protection, fire protection and safe production
      to
      reach the “Three Simultaneities” during actualizing the project.


7.2
      The
      project of Party B shall legally fulfill environment appraisal procedure, and
      exhaust of the “Three Wastes” shall reach the state standard.


7.3
      During construction and production of the project, Party B shall perform fire
      protection and safe production strictly according to relevant state regulations
      and legally fulfill safety appraisal procedure.





**Clause
      VIII Rights and Obligations**


**Party
      A:**


1.
      After
      the project is put into production, enterprise income tax enjoys the “Two
      Remissions and Three Deductions” policy, and local kept part of value-added tax
      and other taxations and fees are executed according to the most preferential
      policies of the country and Huangmei County.


2.
      Party
      A shall ensure the right of legal gas management of Party B.


3.
      Party
      A shall assist Party B on various approvals during construction and management.
      Party A shall be responsible for temporary land requisition from the factory
      of
      Party B to “Deliver Gas of Sichuan to East Part” Huangmei Substation High
      Temperature Pipeline Construction, and Party B shall pay relevant
      expenses.


4.
      Party
      A shall pledge that Party B has adequate independence of management. Party
      B
      shall have the right to confirm plan of production and management, collect
      and
      use funds, purchase materials for production, organize production and sell
      products.







5.
      Party
      A shall pledge that Party B has adequate right of labor use. Party B can confirm
      setup of department and employees according to requirement of production and
      management.


6.
      Party
      A shall pledge to provide “On-off” services for the project invested by Party B
      and settle relevant problems during construction of the project, and actively
      harmonize relationship between Party B and relevant departments and surrounding
      areas.


**Party
      B:**


1.
      Party
      B shall pledge that investment of the project is invested on schedule, and
      shall
      not privately alter invested project without consent of Party A.


2.
      Party
      B shall pledge to make management and pay taxation legally.


3.
      Party
      B shall employ employees in accordance with relevant laws and regulations,
      legally confirm distribution and level of salaries according to management
      and
      economic profits, which shall not be lower than the minimum level of Huangmei
      County and pay pension, unemployment insurance, medical insurance, industrial
      injury insurance and procreation insurance.


4.
      Party
      B shall accept administration of Party A and comply with various systems of
      administration of Huangmei County.





**Clause
      IX Supplement**


This
      agreement is in 6 original copies, Party A shall keep 2 of them, and Party
      B
      shall keep 4 of them, and this agreement shall come into force after being
      signed and sealed by both parties. This agreement is nonexclusive, if there
      are
      other companies firstly acquiring natural gas resources from Sinopec, Party
      B
      shall unconditionally agree Party A to sign contracts with them.


This
      contract has no rights and obligations with any third party.





**Appendix:**





**I.
      Explanation on Price of Land**


The
      price
      of the land transferred by Party A is CNY 74,660/Mu, including:


1.
      Land
      Requisition Compensation (Land Compensation and Labor Settlement
      Subsidy);


2.
      Fees
      of approval of land;


3.
      Price
      of Land Transfer;


4.
      Other
      administrative expenses related with land certificates.





**II.
      Explanation on “Five Connections”**


“Five
      Connections” means road, electricity for construction, water for construction,
      CATV and telecommunication.








Party
      A:
      People’s Government of Huangmei County, Hubei Province


Representative: /s/Chunshe
      Ye


Title:
      Deputy Magistrate


Seal:
      People’s Government of Huangmei County





Party
      B:
      Sinoenergy Corporation


Representative: /s/
      Tianzhou Deng


Title:
      Chairman


Seal:
      Sinoenergy Corporation





Party
      B:
      China New Energy Development Investment Company Limited


Representative: /s/
      Zhenghong Wang


Title:
      Chairman


Seal:
      China New Energy Development Investment Company Limited








Date:
      February 1, 2007