ex10_1.htm


     

    Exhibit
      10.1

     

    STOCK
      SUBSCRIPTION AND PURCHASE AGREEMENT

    


    


    This
      Stock Subscription and Purchase Agreement (the "Agreement") is made as of the
      11th day of
      April 2007 by and among NF Energy Saving Corporation of America, a Delaware
      corporation (the "Company") and Li, Gang (“Purchaser”).

    


    WITNESSETH

    


    WHEREAS,
      subject to the terms and
      conditions set forth herein, there are available for subscription and purchase
      an aggregate of 1,700,000 shares of Company Common Stock (“Common Stock" or
      "Securities" or "Shares"), par value USD0.001.

    


    WHEREAS,
      Purchaser offers to subscribe
      and purchase 1,700,000 Securities for the aggregate amount of USD $870,000.00
      ("Funds") and Company, subject to the terms and conditions of this Agreement
      accepts such offer to subscribe to purchase 1,700,000 Securities in exchange
      for
      Funds.

    


    NOW,
      THEREFORE, in consideration of the promises, terms, conditions and covenants
      herein contained, Company and Purchaser do hereby agree as follows:

    


    AGREEMENT

    


    
      	
               

            	
              1.   Purchase
                and Sale of Shares.  Subject to the terms and conditions
                herein, Purchaser hereby agrees to subscribe and purchase an aggregate
                of
                1,700,000 Securities in exchange for
                Funds.

            


    

    


    4.1  Delivery
      of the Funds.  The Funds shall be paid as follows:

    


    
      	
              a.  

            	
              At
                the Closing, Purchaser shall deliver to the Company the Funds of
                USD
                $870,000 in form of cash or cashier
                check;

            


    

    


    
      	
               

            	
              3.   Delivery
                of Common Stock Certificate.  At the Closing, the Company
                shall cause Common Stock certificates ("Certificates") to be issued
                in the
                name of Purchaser or his designees, representing 1,700,000
                Shares.

            


    

    


    
      	
               

            	
              4.

            	
              Representations
                and Warranties of the Company.  The Company hereby
                represents and warrants to Purchaser as
                follows:

            


    

    


    
      	
              4.2  

            	
              Company
                is a corporation duly organized and validly existing under the laws
                of the
                State of Delaware and has all requisite corporate power to own, operate
                and lease its properties and assets and to carry on its
                business.  Company
                is in
                good standing under the laws of the Delaware and is current in its
                tax
                filings;

            


    

    


    
      	
              4.3  

            	
              There
                are no legal proceedings, administrative or regulatory proceeding,
                pending
                or suspected, which have not been fully disclosed in writing to the
                Purchaser.

            


    

    


    
      	
              4.4  

            	
              That
                the Shares delivered to the Purchaser will be validly issued, fully
                paid
                and non-assessable;

            


    

     

    
      
         

      

      
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              4.5  

            	
              That
                all board actions issuing Shares to Purchaser are permissible and
                legal
                under Delaware law and in full compliance with Company's constituent
                documents.

            


    

    


    
      	
              4.6  

            	
              There
                are no dissenting shareholders, shareholders have no dissenting rights
                in
                this transaction and no notice of dissenting shareholder rights has
                been
                received.

            


    

    


    
      	
              4.7  

            	
              Shareholder
                approval has been secured by Company, if required, in accordance
                with the
                laws of Delaware and Company's constituent
                documents.

            


    

    


    
      	
              4.8  

            	
              The
                Board of Directors of Company has approved the transaction and this
                Agreement, in accordance with the laws of Delaware and Company's
                constituent documents.

            


    

    


    
      	
              4.9  

            	
              Company
                has taken all steps in connection with this Agreement and the issuance
                of
                the Certificates which are necessary to comply in all material respects
                with the Securities Act of 1933, as amended, and the Securities Exchange
                Act of 1934, as well as the rules and regulations promulgated pursuant
                thereto.

            


    

    


    
      	
              4.10  

            	
              The
                Company has corporate authority, under the laws of its jurisdiction
                and
                its constituent documents, to do each and every element of performance
                to
                which it has agreed, and which is reasonably necessary, appropriate
                and
                lawful, to carry out this Agreement in good
                faith.

            


    

    


    
      	
              4.11  

            	
              The
                business of the Company shall be conducted only in the ordinary and
                usual
                course and consistent with its past practice, and neither party shall
                purchase or sell (or enter into any agreement to so purchase or sell)
                any
                properties or assets or make any other changes in its operations,
                respectively, taken as a whole, or provide for the issuance of, agreement
                to issue or grant of options to acquire any shares, whether common,
                redeemable common or convertible preferred, in connection
                therewith;

            


    

    


    
      	
              4.12  

            	
              The
                Company shall not assume, guarantee, endorse or otherwise become
                responsible for the obligations of any other individual, firm or
                corporation or make any loans or advances to any individual, firm
                or
                corporation, other than obligations and liabilities expressly assumed
                by
                the other that party.

            


    

    


    
      	
              4.13  

            	
              The
                company has, no reason to anticipate having, any material liabilities
                which have not been disclosed to the other, in the financial statements
                or
                otherwise in writing.  Furthermore, in executing this Agreement,
                Company shall comply in all material respects with all Federal, state,
                local and other governmental (domestic or foreign) laws, statutes,
                ordinances, rules, regulations (including all applicable securities
                laws),
                orders, writs, injunctions, decrees, awards or other requirements
                of any
                court or other governmental or other authority applicable to Company
                and
                shall use their best efforts to perform all obligations under all
                contracts, agreements, licenses, permits and undertaking without
                default.

            


    

    


    
      	
              4.14  

            	
              This
                Agreement, and the faithful performance of this Agreement, will not
                cause
                any breach of any other existing agreement, or any covenant, consent
                decree, or undertaking by either, not disclosed to the
                other.

            


    

    


    
      	
              4.15  

            	
              The
                issued and outstanding shares and all Shares detailed herein, are
                in fact
                issued and outstanding, duly and validly issued, were issued as and
                are
                fully paid and non-assessable shares, and that, other than as represented
                in writing, there are no other securities, options, warrants or rights
                outstanding, to acquire further shares of  the
                Company.

            


    

    


    
      	
              4.16  

            	
              Company
                is not aware of any claims for brokers' fees, or finders' fees, or
                other
                commissions or fees, by any person not disclosed to Purchaser, which
                would
                become, if valid, an obligation of
                Purchaser.

            


    

     

    
      
         

      

      
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    5.  Representations
      and Warranties of Purchaser.  Purchaser represents and warrants to
      the Company as follows:

    


    
      	
              5.1  

            	
              Authorization.  This
                Agreement, when executed and delivered by Purchaser, will constitute
                a
                valid and legally binding obligation of the Purchaser, enforceable
                in
                accordance with its terms, except as may be limited to applicable
                bankruptcy, insolvency, reorganization, moratorium or similar laws
                or
                equitable principles relating to or involving creditors'
                rights.

            


    

    


    
      	
              5.2  

            	
              Disclosure.  Purchaser
                is an officer and director of the Company and is fully informed of
                and
                aware of the structure and status of the Shares in which he is acquiring.
                Purchaser is fully informed and aware of the status of the Shares
                and
                acknowledges that he is purchasing it in its current condition and
                without
                further warranties from the
                Company.

            


    

    


    
      	
              5.3  

            	
              Authority
                to Execute and Perform Agreement.  Purchaser has the full legal
                right and power and all authority and approvals. If any, required
                to enter
                into, execute and deliver this Agreement and to perform fully Purchaser’s
                obligations hereunder.  This Agreement has been duly executed
                and delivered by Purchaser and is a valid and binding obligation,
                enforceable in accordance with its terms, except as may be limited
                to
                applicable bankruptcy, insolvency, reorganization, moratorium or
                similar
                laws or equitable principles relating to or involving creditors'
                rights.  The execution and delivery by Purchaser of this
                Agreement and the performance by Purchaser of this Agreement in accordance
                with its terms and conditions will not (i) require the approval or
                consent
                of any federal, state, local or other governmental or regulatory
                body or
                the approval or consent of any other person; (ii) conflict with or
                result
                in any breach or violation of any of the terms and conditions of,
                (or with
                notice or lapse of time or both, conflict with or result in any breach
                or
                violation of any of the terms and conditions of) any judgment or
                decree
                applicable to him of the Shares or any instrument, contract or other
                agreement to which Purchaser is a
                party.

            


    

    


    6.  Miscellaneous.

    


    6.1   Governing
      Law.  This Agreement shall be governed in all respects by the laws of
      the State of Florida.

    


    6.2      Survival.  The
      representations, warranties, covenants, and agreements made herein shall survive
      any investigation made by any party hereto and the closing of the transactions
      contemplated hereby.

    


    6.3   Successors
      and Assigns.  Except as otherwise expressly provided herein, and the
      provision hereof shall inure to the benefit of and be binding upon the
      successors, assigns, heirs, executors, administrators of the parties hereto
      and
      all subsequent holders of the Shares.

    


    6.4   Entire
      Agreement; Amendment.  This Agreement and the other documents and
      agreements delivered pursuant hereto constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and thereof.  This Agreement may only be amended in writing
      signed by the Seller and the holders of a majority of the outstanding Shares
      sold hereunder.

     

    
      
         

      

      
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    6.5   Notices.  Except
      as otherwise provided all notices and other communications require or permitted
      hereunder shall be in writing and shall be mailed by first-class mail, postage
      prepaid, addressed to their respective addresses as provided by Purchaser and
      Seller or to such other address as each may have furnished to the others in
      writing.

    


    6.6   Expenses.  Whether
      or not the transactions contemplated hereby are consummated, each party shall
      pay its own expenses in connection with the transaction.

    


    6.7   Waiver
      of Breach or Default.  Neither Purchaser nor the Company shall waive
      any right, power or remedy accruing hereunder unless such waiver is in writing
      signed by the party to be charged.  The waiver of any breach or
      default hereunder shall not constitute the waiver of any other breach or
      default.  All remedies under this Agreement or by law or otherwise
      afforded to Purchaser or the Company shall be cumulative and not
      alternative.

    


    6.8   Legal
      Fees.  The prevailing party in any legal action or arbitration
      proceeding brought by one party against the other shall be entitled, in addition
      to any other rights and remedies, to reimbursement for its expenses incurred
      thereby, including court costs and reasonable attorney's fees.

    


    6.9   Titles
      and Subtitles.  The titles of the sections and subsections of this
      Agreement are for convenience of reference only and are not to be considered
      in
      construing this Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year herein above first written.

     

    


    
      	
               

            	
              NF
                ENERGY SAVING CORPORATION OF
                AMERICA

            


    

    


    


    By:  /s/ Li,
      Gang, President

    Li,
      Gang, President


    


    By:  /s/  Wang,
      Li Hua

    Wang,
      Li Hua, Chief Financial Officer
& Director

    


    


    Purchaser:


    


    LI,
      GANG


    


    /s/  Li,
      Gang

    Li,
      Gang,
      Individually

     

     

    
      
         

      

      
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