SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 11th day of August 2009, by and among Fleurs De Vie, Inc. , a Nevada corporation (hereinafter referred to as “FDVI” or the “Company”), American D&C Investment, Inc. , a Delaware corporation (hereinafter referred to as “American D&C”) and the shareholders of American D&C (the “American D&C Shareholders”), upon the following premises:

WHEREAS , FDVI is a publicly held corporation organized under the laws of the State of Nevada with no significant operations;

WHEREAS , American D&C is a private company incorporated under the laws of Delaware;

WHEREAS , American D&C owns 100% of the equity of DaQing Yueyu Oilfield Underground Technology Services Co., Ltd. (“DaQing Yueyu”), a wholly foreign-owned enterprise (WOFE) organized under the laws of the People’s Republic of China (“Daqing   Yueyu”);

WHEREAS , the Boards of Directors of each of FDVI and American D&C have determined that a business combination between American D&C and FDVI through a share exchange among FDVI, American D&C and American D&C Shareholders, is advisable and in the best interests of their respective companies and stockholders and in furtherance thereof have approved the share exchange; and

WHEREAS , FDVI agrees to acquire up to 100% of the issued and outstanding common stock, $0.0001 par value (the “American D&C Shares”) of American D&C from the American D&C Shareholders in exchange for the issuance of a total of 30,000,000 shares of FDVE common stock equal to approximately 94.17% of the issued and outstanding common stock, $0.001 par value (the “Common Stock”) of FDVI (the “Exchange”); and the American D&C Shareholders agree to exchange their shares of American D&C on the terms described herein. On the Closing Date, American D&C will become a wholly-owned subsidiary of FDVI;

NOW THEREFORE , on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

As an inducement to, and to obtain the reliance of FDVI, except as set forth in the American D&C Schedules, (as hereinafter defined), American D&C represents and warrants as of the Closing Date, as defined below, as follows:

Section 1.01   Incorporation .

American D&C is a company duly incorporated, validly existing, and in good standing under the laws of  Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.  Included in the American D&C Schedules are complete and correct copies of the articles of incorporation of American D&C as in effect on the date hereof.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of American D&C’s articles of incorporation.  American D&C has taken all actions required by law, its articles of incorporation, or otherwise to authorize the execution and delivery of this Agreement.  American D&C has full power, authority, and legal capacity and has taken all action required by law, its articles of incorporation, and otherwise to consummate the transactions herein contemplated.

Section 1.02   Authorized Shares .

  The number of shares which American D&C is authorized to issue consists of 100,000,000 shares of common stock, par value $0.0001 per share.  There are 1,000 shares of common stock currently issued and outstanding.  The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 1.03   Subsidiaries and Predecessor Corporations

.  Except for DaQing Yueyu, American D&C does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

Section 1.04   Financial Statements .

(a)   Included in the American D&C Schedules are (i) the audited financial statements of American D&C for the years ended September 30, 2008 and 2007 and (ii) the reviewed financial statements for the quarters ended March 31, 2009.

(b)   All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective dates the financial condition of American D&C.  As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, American D&C had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of American D&C, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.

(c)   American D&C has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and American D&C has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all Governmental fees and taxation.

(d)   The books and records, financial and otherwise, of American D&C are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

(e)   All of American D&C’s assets are reflected on its financial statements, and, except as set forth in the American D&C Schedules or the financial statements of or the notes thereto, American D&C has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.

Section 1.05   Information

.  The information concerning American D&C set forth in this Agreement and in the American D&C Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  In addition, American D&C has fully disclosed in writing to FDVI (through this Agreement or the American D&C Schedules) all information relating to matters involving American D&C or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $50,000 liability , (ii) have led or may lead to a competitive disadvantage on the part of American D&C or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on American D&C, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

Section 1.06   Absence of Certain Changes or Events

.  Since March 31, 2009, to the best of American D&C’s knowledge:

(a)   there has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of American D&C;

(b)   American D&C has not (i) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (ii) made any material change in its method of management, operation or accounting, (iii) entered into any other material transaction other than sales in the ordinary course of its business; or (iv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

Section 1.07   Litigation and Proceedings

. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of American D&C after reasonable investigation, threatened by or against American D&C or affecting American D&C or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.  American D&C does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.08   Contracts .

(a)   All “material” contracts, agreements, franchises, license agreements, debt instruments or other commitments to which  American D&C is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business are set forth on the American D&C Schedules.  A “material” contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least fifty thousand dollars ($50,000);

(b)   All contracts, agreements, franchises, license agreements, and other commitments to which American D&C is a party or by which its properties are bound and which are material to the operations of American D&C taken as a whole are valid and enforceable by American D&C in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and

Section 1.09   No Conflict With Other Instruments

.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which American D&C is a party or to which any of its assets, properties or operations are subject.

Section 1.10   Compliance With Laws and Regulations

.   To the best of its knowledge, American D&C has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of American D&C or except to the extent that noncompliance would not result in the occurrence of any material liability for American D&C.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 1.11   Approval of Agreement

.  The Board of Directors of American D&C has authorized the execution and delivery of this Agreement by American D&C and has approved this Agreement and the transactions contemplated hereby, and will recommend to the American D&C Shareholders that the Exchange be accepted.

Section 1.12   American D&C Schedules

.  American D&C has delivered to FDVI the following schedules, which are collectively referred to as the “American D&C Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of American D&C as complete, true, and correct as of the date of this Agreement in all material respects:

(a)   a schedule containing complete and correct copies of the articles of incorporation and amendments thereto of American D&C in effect as of the date of this Agreement;

(b)   a schedule containing the financial statements identified in paragraph 1.04(a);

(c)   a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of American D&C since March 31, 2009, required to be provided pursuant to section 1.07 hereof;

(d)   a schedule of any exceptions to the representations made herein; and

(e)   a schedule containing the other information requested above.

American D&C shall cause the American D&C Schedules and the instruments and data delivered to FDVI hereunder to be promptly updated after the date hereof up to and including the Closing Date.

Section 1.13   Valid Obligation

.  This Agreement and all agreements and other documents executed by American D&C in connection herewith constitute the valid and binding obligation of American D&C, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

As an inducement to, and to obtain the reliance of American D&C and the American D&C Shareholders, except as set forth in the FDVI Schedules (as hereinafter defined), FDVI represents and warrants, as of the date hereof and as of the Closing Date, as follows:

Section 2.01   Organization

.  FDVI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.  Included in the FDVI Schedules are complete and correct copies of the certificate of incorporation and bylaws of FDVI as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of FDVI’s certificate of incorporation or bylaws.  FDVI has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and FDVI has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.

Section 2.02   Capitalization

.  FDVI authorized capitalization consists of 140,000,000 shares of common stock, par value $0.001 per share (“FDVI Common Stock”), of which 1,857,000 shares are issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding as of the date hereof.  All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 2.03   Subsidiaries and Predecessor Corporations

.  FDVI does not have any predecessor corporation(s), no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

Section 2.04   Financial Statements.

(a)   Included in the FDVI Schedules are (i) the audited balance sheets of FDVI for the years ended December 31, 2008 and 2007 and the related audited statements of operations, stockholders’ equity and cash flows for December 31, 2008 and 2007 together with the notes to such statements and the opinions of Paritz & Company, P.A. and Malone & Bailey, P.C., independent certified public accountants with respect thereto.

(b)   Included in the FDVI Schedules are: (i) unaudited balance sheets of March 31, 2009 and the related unaudited statements of operations, stockholders’ equity and cash flows for the quarters ended on such dates and all such financial statements have been reviewed by Paritz & Company, P.A.

(c)   All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The FDVI balance sheets are true and accurate and present fairly as of their respective dates the financial condition of FDVI.  As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, FDVI had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of FDVI, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.

(d)   FDVI has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

(e)   FDVI has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

(f)   The books and records, financial and otherwise, of FDVI are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices

(g)   All of FDVI assets are reflected on its financial statements. FDVI has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.  FDVI further represents that any liabilities reflected on the balance sheet as of March 31, 2009 have been fully paid as of the date hereof.

Section 2.05   Information

.   The information concerning FDVI set forth in this Agreement and the FDVI Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  In addition, FDVI has fully disclosed in writing to American D&C (through this Agreement or the FDVI Schedules) all information relating to matters involving FDVI or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $1,000 liability , (ii) have led or may lead to a competitive disadvantage on the part of FDVI or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on FDVI, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

Section 2.06   Options or Warrants

.   There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of FDVI.

Section 2.07   Absence of Certain Changes or Events

.   Since the date of the most recent FDVI balance sheet:

(a)   there has not been (i) any material adverse change in the business, operations, properties, assets or condition of FDVI or (ii) any damage, destruction or loss to FDVI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of FDVI;

(b)   FDVI has not (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FDVI; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other than in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or  termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or  (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;

(c)   FDVI has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent FDVI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than $1,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of FDVI; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and

(d)   to its knowledge, FDVI has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of FDVI.

Section 2.08   Litigation and Proceedings

.   There are no actions, suits, proceedings or investigations pending or, to the knowledge of FDVI after reasonable investigation, threatened by or against FDVI or affecting FDVI or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in the FDVI Schedules.  FDVI has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 2.09   Contracts.

(a)   FDVI is not a party to, and its assets, products, technology and properties are not bound by, any contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral.

(b)   FDVI is not a party to or bound by, and the properties of FDVI are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award; and

(c)   FDVI is not a party to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of FDVI.

Section 2.10   No Conflict With Other Instruments

.   The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which FDVI is a party or to which any of its assets, properties or operations are subject.

Section 2.11   Compliance With Laws and Regulations

.   To the best of its knowledge, FDVI has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 2.12   Approval of Agreement

.   The Board of Directors of FDVI has authorized the execution and delivery of this Agreement by FDVI and has approved this Agreement and the transactions contemplated hereby.

Section 2.13   Material Transactions or Affiliations

.   Except as disclosed herein and in the FDVI Schedules, there exists no contract, agreement or arrangement between FDVI and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by FDVI to own beneficially, 5% or more of the issued and outstanding common stock of FDVI and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof.  Neither any officer, director, nor 5% Shareholders of FDVI has, or has had since inception of FDVI, any known interest, direct or indirect, in any such transaction with FDVI which was material to the business of FDVI.  FDVI has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

Section 2.14   FDVI Schedules

.  FDVI has delivered to American D&C the following schedules, which are collectively referred to as the “FDVI Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of FDVI to be complete, true, and accurate in all material respects as of the date of this Agreement.

(a)   a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of FDVI as in effect as of the date of this Agreement;

(b)   a schedule containing the financial statements of FDVI identified in paragraph 2.04(a) and (b);

(c)   a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of FDVI since March 31, 2009, required to be provided pursuan