PROXY AGREEMENT (English Translation)

Exhibit 10.5

PROXY AGREEMENT

(English Translation)

This Proxy Agreement (the “Agreement”) is entered into as of August 17, 2007 and effective as of March 8, 2006 between Shaanxi Xilan Natural Gas Equipment Co.,Ltd, a company incorporated under the laws of the PRC, (“Party A” or “Proxy Holder”), and Xi'an Xilan Natural Gas Co.,Ltd., a company with joint stock limited liability registered in Xi’an with a registered address at 19^th floor,  Van Metropolis B, Tangyan RD,Hi-techZone, Xi’an, Shanxi Province, China 710065, (“Party B”), Xx. Xxx, chairman and shareholder of Party B (“Chairman”), and each of the parties listed on Appendix 1 of this Agreement (“Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party”.

RECITALS

A. The Chairman and the Shareholders hold a majority of the outstanding shares of Xian Xilan Natural Gas Co, Ltd., a company with joint stock limited liability organized under the laws of the PRC (the “Company”);

B. The Chairman and each of the Shareholders are willing to entrust the person designated by the Proxy Holder with their voting rights (with respect to shares held by each such party) without any limitations, at any shareholder meeting of the Company.

NOW THEREFORE, the parties agree as follows:

1. The Chairman hereby agrees to irrevocably grant the person designated by the Proxy Holder with the right to exercise his shareholder voting rights and other shareholder right, including the attendance at and the voting of such shares at the shareholder’s meeting of Company (or by written consent in lieu of a meeting) in accordance with applicable laws and its Article of Association, including but not limited to the rights to sell or transfer all or any of his equity interests of the Company, and appoint and vote the directors and Chairman as the authorized representative of the shareholders of Company.

2. The Proxy Holder agrees to designate the person who accepts the authority granted by the Chairman pursuant to the Article 1 of this Agreement, and the designated person shall represent the Chairman to exercise the Chairman’s shareholder voting rights and other shareholder rights pursuant to this Agreement.

3. Each Shareholder hereby agrees to irrevocably grant the person designated by the Proxy Holder with the right to exercise his, her or its shareholder voting rights and other shareholder right, including the attendance at and the voting of such shares at the shareholder’s meeting of Company (or by written consent in lieu of a meeting) in accordance with applicable laws and its Articles of Association, including but not limited to the rights to sell or transfer all or any of his equity interests of the Company, and appoint and vote the directors and the Chairman as the authorized representative of the shareholders of Company.

4. The Proxy Holder agrees to designate the person who accepts the authority granted by the Shareholders hereunder pursuant to the Article 1 of this Agreement, and the designated person shall represent the Shareholders to exercise the Shareholders’ voting rights and other shareholder rights pursuant to this Agreement.

5. The Chairman and the Shareholders hereby acknowledge that, whatever any change with the equity interests of Company, they shall both entrust the person designated by the Proxy Holder with all shareholder’s voting rights and all the rights of shareholders; if the Chairman and the Shareholders transfer their equity interests of Company to any individual or company, the Proxy Holder, or the individuals or entities designated by the Proxy Holder (the “Transferee”), they shall compel and assure that such Transferee sign an agreement with the same terms and conditions of this Agreement granting the Proxy Holder the shareholder rights of Transferee.

6. The Chairman and the Shareholders hereby acknowledge that the obligations of the Chairman and the Shareholders under this Agreement are separate, and if one such party shall no longer be a shareholder of the Company, the obligations of the other party shall remain intact.

7. The Chairman and the Shareholders hereby acknowledge that if the Proxy Holder withdraws the appointment of the relevant person, the Proxy Holder will withdraw the appointment and authorization to this person and authorize other persons, in substitution, designated by the Proxy Holder for exercising shareholder voting rights and other rights of themselves at the shareholder meetings of the Company.

8. This Agreement has been duly executed by the parties’ authorized representatives as of the date first set forth above and shall be effective simultaneously.

9. Any amendment and/or rescission shall be agreed by the Parties in writing.

10. This Agreement is written in both Chinese and English language in two copies, each party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the English version shall prevail.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF each party hereto have caused this Proxy Agreement to be duly executed by itself or a duly authorized representative on its behalf as of the date first written above.

PARTY A:

Shaanxi Xilan Natural Gas Equipment Co.,Ltd.

By: /s/ Qinan Ji

Name: Qinan Ji

Title: Chairman

PARTY B:

Xi'an Xilan Natural Gas Co, Ltd.

By: /s/ Qinan Ji

Name: Qinan Ji

Title: Chairman

CHAIRMAN:

/s/ Qinan Ji

Qinan Ji

SHAREHOLDERS:

By:  /s/ Qinan Ji

Name:  QINAN JI

By:  /s/ Yuai She

Name:  YUAI SHE

By:  /s/  Xingiao Han

Name:  XINGIAO HAN

By:  /s/ Xxxxxxxx Xxx

Name:  XXXXXXXX XXX

By:  /s/ Xxxxxx Xxx

Name:  XXXXXX XXX

By:  /s/ Xxxxxx Xxx

Name:  XXXXXX XXX

By:  /s/ Xiang Ji

Name:  XIANG JI

By:  /s/ Liyin Shi

Name:  LIYIN SHI

By:  /s/ Shaohu Jia

Name:  SHAOHU JIA

By:  /s/ Jiaoyin Shi

Name:  JIAOYIN SHI

By:  /s/ Shengming Li

Name:  SHENGMING LI