Exhibit 10.1 - Securities Purchase Agreement - April 28, 2008 SECURITIES PURCHASE AGREEMENT NF Energy Saving Corporation of America And South World Ltd. Oriental United Resources Ltd. And Mr. Gang Li Ms. Lihua Wang Pelaria International Ltd. Cloverbay International Ltd. April 28, 2008

1)

The Company is an energy saving technology product and service company, a corporation incorporated in the State of Delaware in the United States, and is publicly traded on the OTCBB. At the time of this agreement, the Company is authorized to issue 33,227,328 shares of common stock with the par value of $0.001 USD. At the time of signing this agreement, the Company has issued 25,811,429 shares that were purchased with full price and legally owned by the Guarantors.

2)

Each investor agrees to abide by the terms and conditions of purchase set forth in this agreement, the Company agrees to abide by the terms and conditions in this agreement to issue the subscribed shares. The subscribed shares will constitute 16.666% of the total number of shares issued by the Company after the subscription, including, Party A will own 8.333%, and Party B will own 8.333%.

3)

At the time of signing this agreement, the Company owns 100% of the shares of Liaoning Nengfa Weiye Energy Technology Company Ltd. (“Nengfa Energy”), a limited liability corporation registered in Liaoning Province, China; Nengfa Energy owns 99% of the shares of Liaoning Nengfa Weiye Tie Fa Valves Sales Company Ltd. (“Sales Company”), a limited liability corporation registered in Liaoning Province, China. The Company’s stock ownership structure at this time is presented in Appendix 3.

4)

The Investors agree to abide by the terms and conditions in this agreement to provide investment to purchase the Company’s stocks, the Guarantors and the Company agree to fulfill their responsibilities specified in this agreement and to provide guarantees respectively.

5)

Each party agrees and signs this agreement to ensure the conditions for the subscription of shares by the investors, also agrees that on the date of signing this agreement will also sign the stockholders’ agreement and after the signing of this agreement will immediately establish the terms of the Group’s management operations.

1.1

Unless there is other agreed definition in the text of this agreement, this agreement (including the preceding portion), the definition of terms are as follows:

means audited consolidated financial statements, including audited Balance Sheet on the date of the audit, the income statement and related footnotes for five months preceding the date of the audit;

means December 31, 2007;

means related to the Company, or through stock ownership can individually or join other companies to directly or indirectly exercise 30% or above 30% votes at the stockholders’ meeting or can control the exercise of the aforementioned votes, or can control the majority seats of the board of directors of a company;

means the Company’s board of directors at any time;

means any day of the normal business days (Monday to Friday) of the People’s Republic of China;

means British Virgin Islands;

means the preconditions in term no. 4.1;

means according to term no. 5, completing the issuance of subscribed shares to the investors;

 means the actual date of completion, according to each party’s understanding, and upon satisfying all the conditions, the first choice of completion date is April 28, 2008 or a date prior to this date;

means agree, approve, authorize, permit, forfeit rights, agreement, allow, waive etc;

means the company discloses financial statements and all other items to the investors through disclosure letter;

the Company and the Guarantors on a specified date according to agreed terms provide a letter to the investors;

means any mortgage, asset collateral, lien, guarantee, reserve ownership, transfer of mortgage, selection rights, purchase rights, preemptive rights to purchase, cancellation rights, counterclaim, trust or other arrangements, preferential rights etc., third party rights or limitations (except legal lien);

means the Company and its China subsidiary companies;

means the Liaoning Nengfa Weiye Energy Technology Co. Ltd. (“Nengfa Energy”) and Liaoning Nengfa Weiye Tie Fa Sales Co. Ltd. established in the People’s Republic of China (PRC);

means the company will transfer its trading on the OTCBB Exchange to become a company listed on the main exchange, NASDAQ or US New York Stock Exchange or other designated Stock Exchange;

means the group as a whole on economic or other conditions, operating results, management, finance, asset, revenues, forecasts and or operations, have significant unfavorable change (or impact), regardless whether the change is caused by a change in executives or other reasons;

means People’s Republic of China, for the purpose of this agreement, not including Hong Kong, Macau and Taiwan areas;

 means any business facilities occupied by the Group’s China subsidiary companies;

means designated Hong Kong, Japan, London, New York or Australia Stock Exchange or other similar stock exchange agreed upon in writing by each party;

means China’s legal currency;

means on the signing date of this agreement, the Company, the Company’s entire shareholders and investors sign the Company’s shareholders’ agreement;

means term no. 3 the purchase price for the purchased shares, total $2,000,000 USD;

means per “Subscription Share” price, which is $0.30096 USD;

means according to this agreement will issue 6,645,376 new shares to investors; will constitute 16.666% of all shares issued by the company after the subscription;

means United States legal currency;

means the statements and guarantees listed in Appendix 4 of this agreement.

1.2

All the laws and regulations referred to in this agreement should be interpreted as including these often changing regulations, reestablished regulations or its applications changed due to the revision of other regulations (whether they be before or after the signing of this agreement).

1.3

The “Conditions” and “Appendix” referred to in this agreement are conditions and appendices of this agreement. Unless otherwise indicated in the text, the appendices of this agreement should be viewed as an integral part of this agreement.

1.4

The headings are for the convenience of reading, they do not affect the understanding of this agreement.

1.5

Unless otherwise indicated in the text, singular forms include plural forms and vice versa. Singular sex forms include all sex forms.

1.6

This agreement indicates according to “Agreeing Method” means all parties agree to (an alternative should be each party agrees to for differentiation, each party will use its initials as designation for signing) or the way it is shown in the appendices of this agreement.

3.1

According to the agreed conditions and terms in this agreement, each investor should pay USD $1,000,000 (per share USD $0.30096) for a total price of USD $2,000,000. The Company should distribute according to term No. 2 in this agreement the subscribed shares at this price.

(a)

To provide a legal opinion letter to the satisfaction of investors for opinions on NFES’s adjusted legal structure, the Company as one party signing this agreement and signing stockholders agreement and matters regarding the enforceability and execution;

(b)

According to attorney’s opinion, investors, corporation’s major controlling shareholders and the Company have signed stockholders’ agreement according to the agreeing method;

(c)

Provide past two fiscal years’ unqualified audited financial statements, by the CPA firm agreed upon by both parties, audited according to US generally accepted accounting principles (GAAP, or other internationally accepted accounting principles);

(d)

Since the base date of audit, there was no significant unfavorable changes or impacts;

(e)

Provide to the satisfaction of investors, the Company’s executable business plan for the next three years;

(f)

Guarantors, the Group have received all required approvals that will make this stock subscription agreement and other agreements effective (including government approval and other related approval);

(g)

All major contents of the guarantee by Guarantors at the completion date are true and accurate.

5.1

According to term no. 4, after all preconditions in term No. 4 are satisfied (or given up according to agreement), the subscription of shares should be completed in five working days. The Company and the Guarantors will issue confirmation letter in writing. But it can not be later than the 12 pm of the second day after the satisfaction of all the condition in term no. 4, or another time agreed upon in writing by each party;

5.2

The following documents should be transferred at the completion date:

The Company shall provide the following documents:

(a)

Distribute to investors “Subscription Shares”, issue properly signed document confirming the receipt of investment for the subscription shares, also add investors to the list of stockholders according to law;

(b)

Provide investors a copy of the list of stockholders that includes the investors, the truthfulness of this copy of the list of stockholders should be verified by an U.S. attorney;

(c)

Provide investors the original of a copy of the properly signed shareholders’ agreement;

(d)

Provide investors a copy of the Board of Directors’ Resolution according to term 5.2.2 (b), the truthfulness of the copy of this document should be verified by an U.S. attorney;

(e)

Provide investors the document for the completion of the receipt of total investment;

(f)

Provide investors the guaranteed items and related documents.

The Guarantors shall provide the following documents:

(a)

Provide investors the guaranteed items and related documents;

(b)

Provide investors and the Company the original of a copy of the properly signed stockholders’ agreement;

(c)

Call for Board of Directors’ meeting, and urge the Board to approve this agreement and the related items in the stockholders’ agreement;

Investors shall provide the following documents:

(a)

Provide an application letter to the Company requesting the Company for the subscription of shares;

(b)

Provide the Company an original letter from the investors’ Board of Directors, verifying that investors’ board of directors has approved the signing of this agreement and its related business;

(c)

Provide the Company and the Guarantors each an original copy of properly signed shareholders’ agreement;

5.2.4

Investors at the completion date shall use non-cancellable wire transfer to wire to the Company’s designated account the payment for the prices of all subscriptions.

6.1

Unless otherwise specified in this agreement, each party shall bear all its attorneys’ and other special consultants’ expenses and other expenditures related to the subscription, the negotiation, signing and execution of this agreement and related supplemental or other agreement or documents.

6.2

To avoid difference in opinions, the Company and/or Guarantors shall bear the expenses for obtaining item 4.1(a), (c) and (e) investors approved attorney’s legal opinion letter, auditor’s reports and business plans.

7.1

Except for conditions that have been disclosed, the Company and the Guarantors together and separately provide statements, promises and guarantees to investors (listed in Appendix 4 of this agreement), also guarantee that at present time and at the completion date every guaranteed item is true and accurate.

7.2

Guarantees are separate and independent, unless otherwise stated, shall not be limited by any items in this agreement.

7.3

Investors can take actions for any non-compliant or non-execution of the guarantees after the completion of the subscriptions, even if investors know or discover such non-compliant or non-execution actions before the completion date.

7.4

Investors state, guarantee and promise:

7.5

One party has the right to receive compensation according to law if the other party violates the guarantee.

8.1

Even if this agreement has contrary agreed terms, the Company and the Guarantors’ total responsibility in this agreement shall not exceed the “Subscription Price” except for item no. 12.

9.1

The Company and Guarantors separately promise that from the signing date of this agreement until the completion date, the Group will conduct its daily normal business operations carefully.

9.2

Not violating term no. 9’s general requirements, before “Completion”, the Guarantors shall guarantee that the companies within the Group will not engage in or approve others to engage in the following activities without the written approval of the investors before the event (such written agreement should not be unreasonably limiting):

(1)

Adjust, change or substitute the memorandums, charters and other company formation documents for any company within the group;

(2)

Issue or agree to issue any class of stocks, other securities with a price or issue any option plans (to avoid difference in opinion, if investors pre-approve the total number of shares under such option plan, then following such stock option plan to issue or to grant options to individuals according to the terms in the approved stock option plan, are not considered as issue stock options, the terms in this section shall not apply), or the company will issue convertible stock rights or guarantees for stock purchase rights, or other rights or new loans or changes to the rights to the company stocks or other securities;

(3)

Whether it be through merger or other method, to sell to a company outside the Group, or business brands and entire or partial assets exceeding $100,000 USD (including important intellectual property and the company’s direct or indirect rights in other affiliated company);

(4)

Significant changes or modifications to the business areas, or any company within the Group receives or engage in a new business exceeding $100,000 USD outside its current business;

(5)

Whether completing any decision by any company within the Group, or proceeding with liquidation or reorganization for any company within the Group, or apply for a designated trustee, a manager, a legal administrator or similar government official, or within its related jurisdiction apply to the court for a meeting or all creditors, or approval to have settlement arrangement;

(6)

Signing, approve, adjust or change business terms, one party to the business shall be a company within the group, the other party shall be the board of directors and/or company shareholders, business shall be related to the director or shareholder’s rights to a company within the Group (except director’s service agreement or business in routine operations), and the amount of the business shall exceed $100,000 USD;

(7)

Any company within the group to announce or pay any dividends or distribution of assets;

(8)

Any borrowing exceeding $1,000,000 USD, provide any guarantee or collateral, establish collateral using entire, partial assets or debts on the financial statements for any company within the Group, lien or any form of the rights as encumbrance; this term will be adjusted when the board of directors implement the authorization process;

(9)

The Company or any company within the Group to acquire a company outside the group, or to obtain the stocks, bonds, or credit bonds, or securities with a price for any company outside the Group exceeding the price of $100,000 USD.

10.1

Each party agrees to make their best effort to come to agreement regarding the Company’s future reorganization and development plan through consultation. The contents include but not limited to:

11.1

Guarantors will guarantee the Company’s operating performance from 2007 to 2009 as follows ( “Promised Performance”):

 Year

 Audited after Tax Target Net Income (in USD)

 2007

 2008

 2009

The investment and the stock subscription (including but not limited to the existence of this investment, the agreed terms and conditions in this agreement and other documents referred to) should be viewed as confidential information (“Confidential Information”), no party shall disclose it.

13.2.1

Not violating any terms in this agreement, at present or in the future when the confidential information enters into public domain; or

13.2.2

Any party can use actual written document to prove that the other party before providing the confidential information, has already possessed such confidential information, and the source of such confidential information are not limited by the signed confidential agreement, trust or other similar confidential obligation with other party; or

13.2.3

Any party can disclose confidential information to its employees, investors, lenders, accountant, attorneys and other special consultants, directors, shareholders, holding company, subsidiary companies or parent company, but all these informed persons should properly keep confidentiality obligation; or

13.2.4

After disclosing confidential information to another party or its employees, representatives or advisers, they become publicly obtainable information and confidential information by third parties, or through one party, its directors, managers, employees, representatives or advisers to disclose the information using methods not violating this agreement; or

13.2.5

According to applicable laws of China, U.S., British Virgin Islands and other legal jurisdictions, or regulations of any regulatory organizations, or regulations of China , U.S., British Virgin Islands’ Stock Exchanges, any party ( referred to as “Disclosing Party”), its representative, adviser or employee are required by law (or there is a reason to believe that the party, its representative, adviser, employees will be required by law) to disclose any confidential information, then the disclosing party shall distribute the notice of this fact to the other party (referred to as “Non-disclosing Party) before the disclosure, to allow non-disclosing party to seek proper strategies to stop such disclosure or to give up following the terms in this agreement (expenses will be born by the non-disclosing party). If any non-disclosing party decides to challenge the effectiveness of the request, and/or bears the expenses to take actions, reasonably request to avoid and limit this disclosure, then the disclosing party, its representative, adviser or employees shall coordinate with the non-disclosing party (Under the premises that non-disclosing party will compensate reasonable expenses).

16.1

This agreement is governed by the laws of the People’s Republic of China and will be interpreted according to the laws of PRC.

16.2

Any conflict or disputes or claims resulting from this agreement or related to this agreement, or this agreement’s violation, termination or being invalid should be resolved according to the effective or the changes under this arbitration principle of the China International Economic Trade Arbitration Committee. Designated arbitration organization is China International Economic Trade Arbitration Committee Beijing Office. The arbitration location will be in Beijing, China. Any such arbitration shall go according to China International Economic Trade Arbitration Committee’s arbitration procedures and arbitration principles within the effective dates of this agreement. The arbitration language will be Chinese.

16.3

The decision of the arbitration is final, will be binding on both parties. Both parties agree to be bound by the arbitration and will execute the arbitration accordingly.

16.4

Arbitration fees will be born by the losing party, unless arbitrators determine otherwise.

17.1

This agreement shall be signed by each party on a separate original. All signed originals together will constitute the entire agreement.

17.2

This agreement shall be binding upon each party’s successor and approved assigns. Any party without the other party’s written consent, can not transfer or try to transfer the rights in this agreement.

17.3

This agreement constitutes the entire agreement concerning this matter by both parties (any party did not rely on what is not included in this agreement, or the statements or guarantees by the other party), and unless through signed written document by both parties, any revision to this agreement will not be valid. This agreement replaces all previous agreements, arrangements or memorandums. All previous agreements, arrangements or memorandums (if existed), shall no longer be effective after the signing of this agreement.

17.4

Unless otherwise required by laws, otherwise any offset, counterclaim or other discounts of any party’s entire payment under this agreement shall be eliminated.

17.5

Any party did not exercise or postpone the exercise of any rights, authorities or special rights under this agreement are not viewed as give up the rights, individually or partially exercise any rights, authorities or special rights are not viewed as precluding the exercise of rights in the future.

17.6

If any term or several terms became invalid, illegal or not executable, or can not be carried out, it will not affect or reduce the effectiveness, legality, enforceability and execution of the remaining parts.

Name:

Place of Incorporation:

Date of Incorporation:

Federal ID Number:

Registration Address:

Authorized number of shares:

Number of Shares Issued:

8.

Shareholders:

Directors:

3.3.2

Waive any person of any company within the Group’s responsibility or other  responsibilities or authorize others to terminate this agreement;

Terminate or cause to terminate or from the perspective of any company within  the Group judge to have significant unfavorable impact on the implementation of  present interests or special rights;

According to the knowledge of the Company and the Guarantors, cause any  company within the group’s any customer or supplier to terminate or drastically  reduce its business with any company within the group;

Cause any company within the group in the implementation of their existing debt  to be paid immediately or to be paid before maturity; or

Cause any company within the Group to have responsibility for any agreement or  other responsibilities, or authorize anyone to request any company within the  group to fulfill responsibilities or other responsibilities under any existing  agreements.

Except the liabilities disclosed in the financial statements, “disclosed” liability since the date of audit until present resulting from normal course of business, there does not exist any liability for each China subsidiary company (including contingent liability).

In proper working and safe condition (except normal wear and tear);