Unassociated Document


    GANG
      LI

    


    January
      10, 2008

    


    Pelaria
      International Limited

    P.O.
      Box
      957

    Offshore
      Incorporations Centre

    Road
      Town, Tortola, British Virgin Islands

    


    Re:
      NFES
      Development Corp.

    


    Ladies
      and Gentlemen:

     

    The
      agreement will set forth the terms and conditions pursuant to which Gang LI
      (“Seller”) will sell to Pelaria International Limited, a British Virgin Island
      corporation (“Purchaser”), a total of 19,991,429 shares (the “Shares”) of common
      stock of NF Energy Saving Corporation of America, a Delaware corporation
      (“NFES”), as follows:

     

    1.  Seller
      will sell to Purchaser, and Purchaser will purchase from Seller, the Shares
      for
      a purchase price of $1,235,828.58. Payment shall be made contemporaneously
      with
      the execution of this Agreement by wire transfer of the purchase price in
      accordance with instruction from Seller.

     

    2.  Seller
      represents that:

     

    (a)  Seller
      owns the Shares free and clear of any liens or options, rights or other security
      or other interests in the Shares;

     

    (b)  Seller
      has the right to sell the Shares to Purchaser, and neither the execution of
      this
      Agreement nor the sale of the Shares pursuant to this Agreement violates any
      agreements to which Seller is a party or any law to which Seller is
      subject.

     

    3.  Seller
      makes no representation or warranty as to the business, financial condition
      or
      prospects of NFES.

     

    4.  Purchaser
      represents and warrants to Seller as follows:

     

    (a)  Purchaser
      understands that the offer and sale of the Shares is being made only by means
      of
      this Agreement, and no representations or warranties are being made except
      as
      set forth in this Agreement.

     

    (b)  Purchaser
      is not acquiring the Shares as a result of, and will not itself engage in,
      any
“directed selling efforts” (as defined in Regulation S of the Securities and
      Exchange Commission) in the United States in respect of the Shares which would
      include any activities undertaken for the purpose of, or that could reasonably
      be expected to have the effect of, conditioning the market in the United States
      for the resale of the Shares; provided, however, that Purchaser may sell or
      otherwise dispose of the Shares in a manner permitted by applicable
      law.

     

    (c)  Purchaser
      acknowledges and agrees that none of the Shares have been registered under
      the
      Securities Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold in
      the
      United States or, directly or indirectly, to U.S. Persons, as that term is
      defined in Regulation S, except in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the Securities Act,
      or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act and in each case in accordance
      with applicable state and provincial securities laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Purchaser
      acknowledges and agrees that NFES will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S, pursuant
      to
      an effective registration statement under the Securities Act or pursuant to
      an
      available exemption from the registration requirements of the Securities Act
      and
      in accordance with applicable state and provincial securities laws.

     

    (e)  Purchaser
      represents and warrants that no broker or finder was involved directly or
      indirectly in connection with his or her purchase of the Shares pursuant to
      this
      Agreement. Purchaser shall indemnify the Issuer and hold it harmless from and
      against any manner of loss, liability, damage or expense, including fees and
      expenses of counsel, resulting from a breach of Purchaser’s warranty contained
      in this Paragraph 3(e).

     

    (f)  Purchaser
      understands that it has no registration rights with respect to the
      Shares.

     

    (g)  Purchaser
      is not a citizen or resident of the United States.

     

    (h)  Purchaser
      is acquiring the Shares for investment only and not with a view to resale or
      distribution and, in particular, it has no intention to distribute either
      directly or indirectly any of the Shares in the United States or to U.S.
      Persons.

     

    (i)  Purchaser
      is acquiring the Shares as principal for Purchaser’s own account, for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and no other person has a direct
      or indirect beneficial interest in such Shares.

     

    (j)  Purchaser
      is not an underwriter of, or dealer in, the common stock of NFES, nor is
      Purchaser participating, pursuant to a contractual agreement or otherwise,
      in
      the distribution of the Shares.

     

    (k)  Purchaser
      is not aware of any advertisement of any of the Shares.

     

    (l)  No
      person
      has made to Purchaser any written or oral representations:

     

    (i)  that
      any
      person will resell or repurchase any of the Shares;

     

    (ii)  that
      any
      person will refund the purchase price of any of the Shares;

     

    (iii)  as
      to the
      future price or value of any of the Shares; or

     

    (iv)  that
      any
      of the Shares will be listed and posted for trading on any stock exchange or
      automated dealer quotation system or that application has been made to list
      and
      post any of the Shares of NFES on any stock exchange or automated dealer
      quotation system.

     

    (m)  Purchaser
      has such knowledge and experience in financial and business matters as to enable
      Purchaser to understand the nature and extent of the risks involved in
      purchasing the Shares. Purchaser is fully aware that such investments can and
      sometimes do result in the loss of the entire investment. Purchaser has engaged
      his or her own counsel and accountants to the extent that Purchaser deems it
      necessary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  The
      Agreement constitutes the entire agreement of the parties as to its subject
      matter, superseding any prior or contemporaneous agreements, understandings
      or
      letter of intent, and may not be amended nor may any right be waived except
      by
      an instrument which refers to this Agreement, states that it is an amendment
      or
      waiver and is signed by both parties in the case of an amendment or the party
      granting the waiver in the case of a waiver.

     

    Please
      confirm your agreement with the foregoing by signing this Agreement and
      returning it to Seller.

    

      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                /s/
                  Gang Li

              
	
                AGREED
                  TO this 10th
                  day of January, 2008.

              	
                Gang
                  LI

              


      

      


      
        	
                PELARIA
                  INTERNATIONAL LIMITED

              
	 	 
	 	 
	
                By:

              	
                /s/
                  Hong Li 

              
	
                Name: 

              	
                HONG
                  LI 

              
	
                Title: 

              	
                Director

              
	 	 
	
                By:

              	
                /s/
                  Gang Li

              
	
                Name: 

              	
                GANG
                  LI

              
	
                Title:
                  

              	
                Director

              
	 	 
	
                By:

              	
                /s/
                  Lihua Wang

              
	
                Name: 

              	
                LIHUA
                  WANG

              
	
                Title:
                  

              	
                Director