Agreement

Contract

by China Recycling Energy Corp.
February 17th, 2006

Exhibit 10.5 Summary of an Agreement in relation to assignment of debt under the Agreements for the transfer of patent rights Parties 1. Shanghai TCH Data Science & Technology Co. Ltd ("A") 2. Zhang Naiyao ("B") - owner of patent rights (utility model patent right and the right to make patent application in relation to the invention-creation rights) of a type of power transformer; 3. Shanghai Si Fang Co. Ltd ("C") Date of the Agreement 29 December 2005 (as amended by the parties on 10 February 2006) Assignment of debt (which Parties agree that:- is owed by A to B under - C shall pay the debt of RMB22,000,000 to B on the 2 Agreement relating behalf of A; to the utility model - The obligation of A to pay the above debt to B patent right and the under the 2 Agreement relating to the transfer of invention-creation patent rights shall deem to be fulfilled upon the patent rights) from A receipt of the above sum by B to C - the amount of RMB22,000,000 shall be settled by C for and on behalf of A. The amount of the purchase consideration paid by C on behalf of A will be applied to offset the trade receivables owed to A by C. Provided that if B fails to provide the necessary technical assistance services to enable A to use the patented technology in producing products in a large scale that meets the standards set by A within one year, A shall have the right to demand for the return of relevant payment received by B in full and to terminate the agreement. Method of payment - C shall pay B within 5 working days after the receipt of written notice from A - C shall bear the responsibility if the payments are not made in accordance with the instructions stated in the written notice issued by A - B may require A to pay directly only if:- a. C fails to pay for more than 30 days; b. C gives written notice to B indicating that C would not fulfill the obligation to pay the consideration; or c. C loses the ability to pay the consideration - if B fails to make the patent technically available for mass production within one year, A shall be entitled to demand for the return of relevant payment (partial or total) as compensation. The exact amount of penalty will be defined in an extra agreement. Penalty for late C shall pay B a penalty in the amount of 5/10000 of payment the unpaid amount each day from the date of non-payment until payment is made. Tax Each party shall bear their own tax liability