Exhibit
10.1

     

    BOARD
OF DIRECTORS - RETAINER AGREEMENT

     

    This
agreement ("Agreement") is made
as of August 7, 2009 between NF Energy Saving Corporation of America, a
Delaware corporation, with its principal place of business at 21-Jia Bei Si Dong
Road, Tie Xi Qu Shenyang, P. R. China ("NF"), and Mia Kuang,
Ching, with an address of  12th Floor,
Shartex Plaza No.88 Rd(South), Shanghai Pr China. ("Director"), whereby
Director agrees to serve as a director of NF and provide all necessary services
in connection therewith, according to the following:

     

    
      	
              I.

            	
              Termination of Letter
      Agreement

            


    

     

    NF and Director each agree that this
Agreement is intended to memorialize the terms of their agreement and the terms
and conditions set forth in this Agreement supersede the terms and conditions
set forth in any prior written or of any prior oral understanding in their
entirety.

     

    
      	
              II.

            	
              Services
      Provided

            


    

     

    Subject to the rights of its
stockholders set forth in the constituent documents of NF or the laws of the
State of Delaware, NF agrees to engage Director to serve, and Director agrees to
serve, as a member of the Board of Directors and the Chairman of Audit Committee
of NF (the "Board of
Directors") and to provide those services required of a director pursuant
to (i) NF’s Certificate of Incorporation and Bylaws, as each may be amended from
time to time (the "Certificate and
Bylaws"), (ii) the General Corporation Law of the State of Delaware
("DGCL"), the
federal securities laws and other state and federal laws and regulations, as
applicable, and (iii) as otherwise directed by the Board of Directors and
shareholders of NF (collectively, the "Services").

     

    
      	
              III.

            	
              Nature of
      Relationship

            


    

     

    Director is an independent contractor
and this Agreement will not create any partnership, joint venture or
employer/employee relationship for purposes of employee benefits, income tax
withholding, F.I.C.A. taxes or otherwise.  Except as provided by law,
Director, as a director, shall have no right, authority or power to enter into
any agreement or incur any obligation on behalf of NF or its Affiliates (as
defined below) or to bind NF or its Affiliates.  For purposes hereof,
"Affiliate"
shall mean with respect to any individual, partnership, joint venture,
corporation, limited liability company, trust, unincorporated association or
other entity (each, a "Person"): (i) any
other Person that directly or indirectly through one or more intermediaries
controls or is controlled by or is under common control with such Person; (ii)
any other Person owning or controlling 10% or more of the outstanding voting
securities of or other ownership interests in such Person; (iii) any officer,
director, member or partner of such Person; (iv) if such Person is an officer,
director, member or partner, any other Person for which such Person acts in any
such capacity; or (v) any company in which NF has and maintains an investment
through itself or any other Affiliate.

     

    NF will supply, at no cost to Director:
periodic briefings on the business, director packages for each board and
committee meeting, copies of minutes of meetings and any other materials that
are required under NF’s Certificate and Bylaws or the charter of any committee
of the board on which Director serves and any other materials which may, by
mutual agreement, be necessary for performing the Services requested under this
Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              IV.

            	
              Director’s
      Representations and Warranties;
Covenants

            


    

     

    Director represents and warrants that
no other party has exclusive rights to his services in the specific areas
described herein and that Director is in no way compromising any rights, duties
or trust between any other party and Director.  Director further
represents, warrants and agrees that no other agreement, written or otherwise,
now exists or will be entered into that will create a conflict of interest with
this Agreement or otherwise impair Director's ability to perform his obligations
under this Agreement or otherwise with respect to NF.  Director
further covenants and agrees that Director will comply with all applicable state
and federal laws and regulations, as applicable, including, but not limited to,
Director's fiduciary duties to NF set forth in the DGCL and Sections 10 and 16
of the Securities and Exchange Act of 1934, as amended.

     

    During the term of this Agreement and
for a period of six months thereafter (the "Non-Competition
Period"), Director shall not, without obtaining NF’s prior written
consent, directly or indirectly, as an officer, director, employee, consultant,
owner, shareholder, adviser, joint venturer or otherwise, participate in,
assist, aid, engage in, prepare to engage in or advise in any way any business
or enterprise that is in competition with the Company anywhere that the Company
is conducting business during the Non-Competition Period.

     

    
      	
              V.

            	
              Compensation

            


    

     

    
      	
               
      

            	
              A.

            	
              Cash

            


    

     

    NF agree
pay Director $24,000 per year, Director will receive the payment monthly, 2,000
per month.

     

    
      	
               
      

            	
              B.

            	
              Stock
      Options

            


    

     

    On the Effective Date (as defined
below) of this Agreement, Director shall receive options to purchase 20,000
shares of NF common stock with an exercise price of US $ 1.60, exercisable for a
period of 5 years. This option grant shall be subject to the terms of an equity
incentive plan to be adopted by NF's Board of Directors, and made pursuant to
the terms of an option agreement between NF and Director.  Half of the
total number of options shall vest on each annually anniversary of the Effective
Date; provided, that upon the termination of Director’s service as a director of
NF, all unvested options shall be terminated and forfeited.

     

    
      	
               
      

            	
              C.

            	
              Expenses

            


    

     

    NF will reimburse Director for
reasonable expenses approved in advance by NF's Chief Executive Officer, such
approval not to be unreasonably withheld.  Invoices for approved expenses,
with receipts attached, shall be submitted to and must be approved by NF’s Chief
Executive Officer as to form and completeness.

     

    
      	
              VI.

            	
              Indemnification and
      Insurance

            


    

     

    NF and Director will execute an
indemnification agreement substantially in the form of the agreement attached
hereto as Exhibit
B (the "Indemnification
Agreement").  In addition, NF will use its commercially
reasonable efforts to procure and maintain directors’ and officer’s liability
insurance, provided such insurance can be obtained on reasonable terms at
regular rates.  Notwithstanding the foregoing, the failure of NF to
obtain or maintain such insurance shall not be a breach of this
Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              VII.

            	
              Term of
      Agreement

            


    

     

    The term of this Agreement shall
commence on the date that Director is formally appointed to fill a directorship
by the existing Board of Directors (the "Effective Date") and
shall continue through the date that is the earlier to occur of: (i) a
termination of this Agreement in accordance with Section VIII; and (ii) the two
year anniversary of the Effective Date.  Any amendment to this
Agreement must be approved in a meeting or by a written action of NF’s Board of
Directors.

     

    
      	
              VIII.

            	
              Termination

            


    

     

    This Agreement shall automatically
terminate upon the earlier to occur of (i) the death of Director, (ii)
Director’s resignation or removal from, or failure to be elected or reelected
to, the NF Board of Directors, or (iii) upon the approval of the Board of
Directors, in its sole discretion.

     

    In the event of the termination of this
Agreement, Director agrees to return any materials transferred to Director under
this Agreement, except as may be necessary to fulfill any outstanding
obligations hereunder.  Director agrees that NF has the right of
injunctive relief to enforce this provision.

     

    In the event of termination, Director
shall be entitled to receive the number of options which have vested under the
terms of the options granted to the Director as of the date of termination
pursuant to Paragraph A of Section V above.  The unvested options as
of the date of termination shall be forfeited by Director.

     

    Termination shall not relieve either
party of its continuing obligation under this Agreement, the Indemnification
Agreement or the Confidentiality Agreement (as defined below) with respect to
confidentiality of proprietary information.

     

    
      	
              IX.

            	
              Confidentiality

            


    

     

    Director agrees to sign and abide by
NF’s Director Proprietary Information and Inventions Agreement, a copy of which
is attached hereto as Exhibit A (the "Confidentiality
Agreement").

     

    
      	
              X.

            	
              Resolution of
      Dispute

            


    

     

    Any dispute regarding this Agreement
(including without limitation its validity, interpretation, performance,
enforcement, termination and damages) shall be determined in accordance with the
laws of the State of Delaware and the United States of America.  Any action
under this paragraph shall not preclude any party hereto from seeking injunctive
or other legal relief to which each party may be entitled.

     

    
      	
              XI.

            	
              Sole
      Agreement

            


    

     

    This Agreement (including the
Confidentiality Agreement and the Indemnification Agreement) supersedes all
prior or contemporaneous written or oral understandings or agreements, and may
not be added to, modified, or waived, in whole or in part, except by a writing
signed by the party against whom such addition, modification or waiver is sought
to be asserted.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              XII.

            	
              Assignment

            


    

     

    This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns and, except as
otherwise expressly provided herein, neither this Agreement, nor any of the
rights, interests or obligations hereunder shall be assigned by either of the
parties hereto without the prior written consent of the other
party.

     

    
      	
              XIII.

            	
              Notices

            


    

     

    Any and all notices, requests and other
communications required or permitted hereunder shall be in writing, registered
mail or by facsimile, to each of the parties at the addresses set forth above or
the numbers set forth below:

     

    
      
        
          	
                  Director:

                	
                  Attention:  Mia
      Kuang, Ching 12th Floor, Shartex Plaza No.88 Zunyi Rd(South), Shanghai PR
      China.

                
	 
      	
                  Telephone:
      +86 021 6270 2215 ext.128

                
	 
      	
                  Facsimile:

                
	 
      	 
      
	
                  NF:

                	
                  Attention:
      Li Gang, at the address of the company first written
  above.

                


        

      

    

     

    Any such
notice shall be deemed given when received and notice given by registered mail
shall be considered to have been given on the tenth (10th) day after having been
sent in the manner provided for above.

     

    
      	
              XIV.

            	
              Survival of
      Obligations

            


    

     

    Notwithstanding the expiration of
termination of this Agreement, neither party hereto shall be released hereunder
from any liability or obligation to the other which has already accrued as of
the time of such expiration or termination (including, without limitation, NF’s
obligation to make any fees and expense payments required pursuant to Section V
hereof) or which thereafter might accrue in respect of any act or omission of
such party prior to such expiration or termination.

     

    
      	
              XV.

            	
              Severability

            


    

     

    Any provision of this Agreement which
is determined to be invalid or unenforceable shall not affect the remainder of
this Agreement, which shall remain in effect as though the invalid or
unenforceable provision had not been included herein, unless the removal of the
invalid or unenforceable provision would substantially defeat the intent,
purpose or spirit of this Agreement.  Further, to the extent that any
provision of this Agreement is inconsistent with any provision in NF's
Certificate or Bylaws, such provision in the Certificate or Bylaws shall
control.

     

    *
* * * *


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized officers, as of the date first written above.

     

    
      
        
          
            
              	
                      DIRECTOR:

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:
      Mia Kuang, Ching

                    
	 
      	
                      Title:  Director

                    
	 
      	 
      
	
                      NF:

                    
	 
      	 
      
	
                      NF
      Energy Saving Corporation of America

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:
      Li Gang

                    
	 
      	
                      Title:  Chief
      Executive
Officer

                    


            

          

        

      

    

     

    
      [Signature page to Board of Directors -
Retainer Agreement]

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    BOARD
OF DIRECTORS PROPRIETARY INFORMATION

     

    AND
INVENTIONS AGREEMENT

     

    WHEREAS, Mia Kuang, Ching ("Director") and NF
Energy Saving Corporation of America, a Delaware corporation ("NF"), have entered
into the Board of Directors – Retainer Agreement dated as of August 7, 2009 (the
"Retainer
Agreement"), whereby Director agrees to serve as a member of the board of
directors and the Chairman of  Audit Committee
of  NF;

     

    WHEREAS, the parties agree that in
connection with Director's services to NF as a director, Director will receive
certain confidential and proprietary information of NF, the disclosure of which
information by Director would be damaging to NF; and

     

    WHEREAS, the parties desire to assure
the confidential status of the information which may be disclosed by NF to
Director pursuant to the Retainer Agreement and in connection with Director's
services as a director of NF.

     

    NOW THEREFORE, in reliance upon and in
consideration of the following undertaking, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

     

    1.           Director
acknowledges that pursuant to its service as a director of NF: (i) Director has
had and will have access to Proprietary Information (as defined below), all of
which has been and shall be made accessible to Director only in strict
confidence; (ii) unauthorized disclosure of the Proprietary Information will
damage NF’s business; (iii) Proprietary Information would be susceptible to
immediate competitive application by a competitor of NF; (iv) NF’s business is
substantially dependent on access to and the continuing secrecy of Proprietary
Information; (v) Proprietary Information is novel, unique to NF and known only
to Director, other directors, NF and certain key employees and contractors of
NF; (vi) NF shall at all times retain ownership and control of all Proprietary
Information; and (vii) the restrictions contained in this Agreement and the
Retainer Agreement are reasonable and necessary for the protection of NF’s
legitimate business interests.

     

    2.           Subject
to the limitations set forth in Paragraph 3, all information of a confidential
nature disclosed by NF to Director shall be deemed to be "Proprietary
Information".  In particular, Proprietary Information shall be
deemed to include any information, process, technique, algorithm, program,
design, drawing, formula or test data relating to any research project, work in
process, future development, engineering, manufacturing, marketing, servicing,
financing or personnel matter relating to NF, its present or future products,
sales, suppliers, customers, employees, investors, or business, whether or oral,
written, graphic or electronic form.

     

    3.           The
term "Proprietary
Information" shall not be deemed to include information which Director
can demonstrate by competent written proof: (i) is now, or hereafter becomes,
through no act or failure to act on the part of Director, generally known or
available; (ii) is known by Director at the time of receiving such information
as evidenced by her records; (iii) is hereafter furnished to Director by a third
party, as a matter of right and without restriction on disclosure; or (iv) is
the subject of a prior written permission to disclose provided by
NF.

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    4.           Director
shall maintain in trust and confidence and shall not disclose to any third party
or use for any unauthorized purpose any Proprietary Information received from
NF.  Director may use such Proprietary Information only to the extent
required to accomplish the purposes of this Agreement and the Retainer
Agreement.  Director shall not use Proprietary Information for any purpose
or in any manner which would constitute a violation of any laws or regulations,
including without limitation the export control laws of the United States. 
No other rights of licenses to trademarks, inventions, copyrights, or patents
are implied or granted under this Agreement.

     

    5.           Proprietary
Information supplied shall not be reproduced in any form except as required to
accomplish the intent of this Agreement and the Retainer Agreement.

     

    6.           Director
represents and warrants that she shall protect the Proprietary Information
received with at least the same degree of care used to protect her own
Proprietary Information from unauthorized use or disclosure.

     

    7.           All
Proprietary Information (including all copies thereof) shall remain in the
property of NF, and shall be returned to NF after Director's need for it has
expired, or upon request of NF, and in any event, upon completion or termination
of this Agreement or the Retainer Agreement.

     

    8.           Notwithstanding
any other provision of this Agreement or the Retainer Agreement, disclosure of
Proprietary Information shall not be precluded if Director has provided prior
written notice of such disclosure to NF and such disclosure:

     

    (a)           is
in response to a valid order of a court or other governmental body of the United
States or any political subdivision thereof; provided, however, that the
responding party shall first have given notice to the other party hereto and
shall have made a reasonable effort to obtain a protective order requiring that
the Proprietary Information so disclosed be used only for the purpose for which
the order was issued;

     

    (b)           is
otherwise required by law; or

     

    (c)           is
otherwise necessary to establish rights or enforced obligations under this
Agreement, but only to the extent that any such disclosure is
necessary.

     

    9.           This
Agreement shall continue in full force and effect for so long as Director
continues to receive or is in possession of Proprietary Information.  This
Agreement may be terminated at any time upon thirty (30) days written notice to
the other party.  The termination of this Agreement shall not relieve
Director of the obligations imposed by Paragraphs 4, 5, 6, 7 and 13 of this
Agreement with respect to Proprietary Information received by Director prior to
the effective date of such termination, and the provisions of these Paragraphs
shall survive the termination of this Agreement and the Retainer
Agreement.

     

    10.           Director
agrees to fully indemnify NF for any loss or damage, direct or indirect,
suffered as a result of any breach by Director of the terms of this Agreement,
including any reasonable fees incurred by NF in the collection of such
indemnity.

     

    11.           Any
dispute regarding this Agreement (including without limitation its validity,
interpretation, performance, enforcement, termination and damages) shall be
determined in accordance with the laws of the State of Delaware and the United
States of America.

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    12.           This
Agreement contains the final, complete and exclusive agreement of the parties
relative to the subject matter hereof and may not be changed, modified, amended
or supplemented except by a written instrument signed by both
parties.

     

    13.           Each
party hereby acknowledges and agrees that in the event of any breach of this
Agreement by Director, including, without limitation, an actual or threatened
disclosure of Proprietary Information without the prior express written consent
of NF, NF will suffer an irreparable injury, such that no remedy at law will
afford it adequate protection against, or appropriate compensation for, such
injury.  Accordingly, each party hereby agrees that NF shall be entitled to
specific performance of Director's obligations under this Agreement, as well as
such further injunctive relief as may be granted by a court of competent
jurisdiction.

     

    *
* * * *


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            
              
                	
                        NF:

                      
	 
      
	
                        NF
      Energy Saving Corporation of America

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:  Li
      Gang

                      
	
                        Title:
      Chief Executive Officer

                      
	 
      
	
                        DIRECTOR:

                      
	 
      
	
                        [
      ]

                      	 
      
	
                        [
      ]

                      	 
      
	 
      
	
                        By:

                      	 
      
	
                        Name:
      Mia Kuang, Ching

                      
	
                        Title:
      Director

                      


              

            

          

        

      

    

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    INDEMNITY
AGREEMENT

     

    THIS AGREEMENT is made and
entered as of August 7, 2009 by and between NF Energy Saving Corporation of
America, a Delaware corporation ("NF"), and Mia Kuang,
Ching ("Director").

     

    RECITALS

     

    WHEREAS, NF and Director have
entered into a Board of Directors – Retainer Agreement dated as of August 7,
2009 (the "Retainer
Agreement"), whereby Director will perform a valuable service to NF in
her capacity as a director of NF;

     

    WHEREAS, the stockholders of
NF have adopted bylaws (the "Bylaws"), which,
among other things, provide for the indemnification of the directors, officers,
employees and other agents of NF, including persons serving at the request of NF
in such capacities with other corporations or enterprises, as authorized by the
General Corporation Law of the State of Delaware, as amended (the "Code");

     

    WHEREAS, the Bylaws and the
Code, by their non-exclusive nature, permit contracts between NF and its agents,
officers, employees and other agents with respect to indemnification of such
persons; and

     

    WHEREAS, in order to induce
Director to serve as a director of NF, NF has determined and agreed that it is
in the best interest of NF to enter into this Agreement with
Director;

     

    NOW, THEREFORE, in
consideration of Director’s service as a director after the date hereof, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

    AGREEMENT

     

    1.           Services to
NF.  Director will serve as a director of NF or as a director,
officer or other fiduciary of an affiliate of NF (including any employee benefit
plan of NF) faithfully and to the best of her ability so long as she is duly
elected and qualified in accordance with the provisions of the Bylaws or other
applicable charter documents of NF or such affiliate; provided, however, that
Director may at any time and for any reason resign from such position (subject
to any contractual obligation that Director may have assumed apart from this
Agreement) and that NF or any affiliate shall have no obligation under this
Agreement to continue Director in any such position.

     

    2.           Indemnity of Director.  NF
hereby agrees to hold harmless and indemnify Director to the fullest
extent authorized or permitted by the provisions of the Bylaws and the Code, as
the same may be amended from time to time (but, only to the extent that such
amendment permits NF to provide broader indemnification rights than the Bylaws
or the Code permitted prior to adoption of such amendment).

     

    3.           Additional
Indemnity.  In addition to and not in limitation of the
indemnification otherwise provided for herein, and subject only to the
exclusions set forth in Section 4 hereof, NF hereby further agrees to hold
harmless and indemnify Director:

     

    (a)           against
any and all expenses (including attorneys’ fees), witness fees, damages,
judgments, fines and amounts paid in settlement and any other amounts that
Director becomes legally obligated to pay because of any claim or claims in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, arbitrational, administrative or investigative
(including an action by or in the right of NF) to which Director is, was or at
any time becomes a party, or is threatened to be made a party, by reason of the
fact that Director is, was or at any time becomes a director, officer, employee
or other agent of NF, or is or was serving or at any time serves at the request
of NF as a director, officer, employee or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise;
and

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           otherwise,
to the fullest extent as may be provided to Director by NF under the
non-exclusivity provisions of the Code and the Bylaws.

     

    4.           Limitations on Additional
Indemnity.  No indemnity pursuant to Section 3 hereof shall be
paid by NF:

     

    (a)           on
account of any claim against Director solely for an accounting of profits made
from the purchase or sale by Director of securities of NF pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local
statutory law;

     

    (b)           on
account of Director’s conduct that is established by a final judgment as
negligent, fraudulent or dishonest or that constituted willful
misconduct;

     

    (c)           on
account of Director’s conduct that is established by a final judgment as
constituting a breach of Director’s duty of loyalty to NF, or which results in
any personal profit or advantage to which Director was not legally
entitled;

     

    (d)           for
which payment is actually made to Director under a valid and collectible
insurance policy or under a valid and enforceable indemnity clause, bylaw or
agreement, except in respect of any excess beyond payment under such insurance,
clause, bylaw or agreement;

     

    (e)           if
indemnification is not lawful (and, in this respect, both NF and Director have
been advised that the Securities and Exchange Commission believes that
indemnification for liabilities arising under the federal securities laws is
against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication);
or

     

    (f)           in
connection with any proceeding (or part thereof) initiated by Director, or any
proceeding by Director against NF or its directors, officers, employees or other
agents, unless (i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of NF, (iii) such
indemnification is provided by NF, in its sole discretion, pursuant to the
powers vested in NF under the Code, or (iv) the proceeding is initiated pursuant
to Section 9 hereof.

     

    5.           Continuation of
Indemnity.  All agreements and obligations of NF contained
herein shall continue during the period Director is a director, officer,
employee or other agent of NF (or is or was serving at the request of NF as a
director, officer, employee or other agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise) and shall
continue thereafter so long as Director shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative, by reason of the fact
that Director was serving in the capacity referred to herein.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.           Partial
Indemnification.  Subject to the limitations on indemnity
provided in Section 4, Director shall be entitled under this Agreement to
indemnification by NF for the portion of the expenses (including attorneys’
fees), witness fees, damages, judgments, fines and amounts paid in settlement
and any other amounts to which Director is entitled and that Director becomes
legally obligated to pay in connection with any action, suit or proceeding
referred to in Section 3 hereof even if not entitled hereunder to
indemnification for the total amount thereof, and NF shall indemnify Director
for the portion thereof to which Director is entitled.

     

    7.           Notification and Defense of
Claim.  Not later than thirty (30) days after receipt by
Director of notice of the commencement of any action, suit or proceeding,
Director will, if a claim in respect thereof is to be made against NF under this
Agreement, notify NF of the commencement thereof.  With respect to any
such action, suit or proceeding as to which Director notifies NF of the
commencement thereof:

     

    (a)           NF
will be entitled to participate therein at its own expense;

     

    (b)           except
as otherwise provided below, NF may, at its option and jointly with any other
indemnifying party similarly notified and electing to assume such defense,
assume the defense thereof, with counsel reasonably satisfactory to
Director.  After notice from NF to Director of its election to assume
the defense thereof, NF will not be liable to Director under this Agreement for
any legal or other expenses subsequently incurred by Director in connection with
the defense thereof except for reasonable costs of investigation or otherwise as
provided below.  Director shall have the right to employ separate
counsel in such action, suit or proceeding but the fees and expenses of such
counsel incurred after notice from NF of its assumption of the defense thereof
shall be at the expense of Director, unless (i) the employment of counsel by
Director has been authorized by NF, (ii) Director shall have reasonably
concluded, and NF has agreed, that there is an actual conflict of interest
between NF and Director in the conduct of the defense of such action, or (iii)
NF shall not in fact have employed counsel to assume the defense of such action,
in each of which cases the fees and expenses of Director’s separate counsel
shall be at the expense of NF.  NF shall not be entitled to assume the
defense of any action, suit or proceeding brought by or on behalf of NF or as to
which Director and NF shall have made the conclusion provided for in clause (ii)
above; and

     

    (c)           NF
shall not be liable to indemnify Director under this Agreement for any amounts
paid in settlement of any action or claim effected without its written consent,
which shall not be unreasonably withheld. NF shall be permitted to settle any
action except that it shall not settle any action or claim in any manner which
would impose any penalty or limitation on Director without Director’s written
consent, which may be given or withheld in Director’s sole
discretion.

     

    8.           Expenses.  NF shall
advance, prior to the final disposition of any proceeding, promptly following
request therefore, all expenses incurred by Director in connection with such
proceeding upon receipt of an undertaking by or on behalf of Director to repay
said amounts if it shall be determined ultimately that Director is not entitled
to be indemnified under the provisions of this Agreement, the Bylaws, the Code
or otherwise.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.           Enforcement.  Any
right to indemnification or advances granted by this Agreement to Director shall
be enforceable by or on behalf of Director in any court of competent
jurisdiction if (i) the claim for indemnification or advances is denied, in
whole or in part, or (ii) no disposition of such claim is made within ninety
(90) days of request therefore.  If Director is wholly successful in
such enforcement action, Director shall also be entitled to be paid the expense
of prosecuting her claim.  It shall be a defense to any action for
which a claim for indemnification is made under Section 3 hereof (other than an
action brought to enforce a claim for expenses pursuant to Section 8 hereof,
provided that the
required undertaking has been tendered to NF) that Director is not entitled to
indemnification because of the limitations set forth in Section 4
hereof.  Neither the failure of NF (including its Board of Directors
or its stockholders) to have made a determination prior to the commencement of
such enforcement action that indemnification of Director is proper in the
circumstances, nor an actual determination by NF (including its Board of
Directors or its stockholders) that such indemnification is improper shall be a
defense to the action or create a presumption that Director is not entitled to
indemnification under this Agreement or otherwise.

     

    10.           Subrogation.  In the
event of payment under this Agreement, NF shall be subrogated to the extent of
such payment to all of the rights of recovery of Director, who shall execute all
documents required and shall do all acts that may be necessary to secure such
rights and to enable NF effectively to bring suit to enforce such
rights.

     

    11.           Non-Exclusivity of
Rights.  The rights conferred on Director by this Agreement
shall not be exclusive of any other right which Director may have or hereafter
acquire under any statute, provision of NF’s Certificate of Incorporation or
Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to
action in her official capacity and as to action in another capacity while
holding office.

     

    12.           Survival
of Rights.

     

    (a)           The
rights conferred on Director by this Agreement shall continue after Director has
ceased to be a director, officer, employee or other agent of NF or to serve at
the request of NF as a director, officer, employee or other agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and shall inure to the benefit of Director’s heirs, executors and
administrators.

     

    (b)           NF
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of NF, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that NF would be required to perform if no
such succession had taken place.

     

    13.           Severability.  Each
of the provisions of this Agreement is a separate and distinct agreement and
independent of the others, so that if any provision hereof shall be held to be
invalid for any reason, such invalidity or unenforceability shall not affect the
validity or enforceability of the other provisions hereof. Furthermore, if this
Agreement shall be invalidated in its entirety on any ground, then NF shall
nevertheless indemnify Director to the fullest extent provided by the Bylaws,
the Code or any other applicable law.

     

    14.           Governing Law.  This
Agreement shall be interpreted and enforced in accordance with the laws of the
State of Delaware.

     

    15.           Amendment and
Termination.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.

     

    16.           Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute but one and the same
Agreement.  Only one such counterpart need be produced to evidence the
existence of this Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    17.           Headings. The headings of the
sections of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
hereof.

     

    18.           Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given (i) upon delivery if
delivered by hand to the party to whom such communication was directed or (ii)
upon the third business day after the date on which such communication was
mailed if mailed by certified or registered mail with postage
prepaid:

     

    (a)           If
to Director, to: 

     

    
      	
               
      

            	
              Attention:  Mia
      Kuang, Ching 12th
      Floor, Shartex Plaza No.88 Zunyi 

              Rd(South),
      Shanghai PR China

            


    

    Facsimile:

     

    (b)            If to NF,
to:

     

    NF Energy
Saving Corporation of America

    at 21-Jia
Bei Si Dong Road, Tie Xi Qu Shenyang, P. R. China

    Attention:  Li
Gang

    Facsimile:  8624-25609750

     

    or to
such other address as may have been furnished to Director by NF.

     

    *
* * * *


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            
              	
                      NF Energy Saving Corporation of
      America

                    
	 
      
	
                      By:

                    	 
      
	
                      Name:
      Li Gang

                    
	
                      Title:  Chief
      Executive Officer

                    
	 
      
	
                      DIRECTOR:

                    
	 
      
	
                      By:

                    	 
      
	
                      Name: Mia Kuang, Ching

                    
	
                      Title:  Director