China Gengsheng Minerals Inc.: Exhibit 10.1 - Prepared by TNT Filings
Inc.




  




Exhibit 10.1 

Sales Contract 

(English Translation)


Seller: Zhengzhou
Duesail Fracture Proppant Co. Ltd (the "Seller") 

Contract No: WP-052995
08 Jilin 10-25-05 

The Buyer: Jilin
Petroleum Group Co., Ltd. (Supply Department) (the "The Buyer") 

Place: Songyuan City,
Jilin 

Date: June 2, 2008 


1. Name of the products, specifications, unit, quantity,
price, and total value: 


	
    
    No.
	
    
    ITEM
	
    
    Unit
	
    
    Quantity
	
    
    Unit price
	
    
    Total value

	
    
    1
	
    
    accelerating admixture Fracture
    Proppants 52MPa 0.3-0.6
	
    
    tons
	
    
    3800
	
    
    2189
	
    
    RMB8,318,200

	
    
    2
	
    
    accelerating admixture Fracture
    Proppants 69MPa 0.212-0.425
	
    
    tons
	
    
    1500
	
    
    3400
	
    
    5,100,000

	
     
	
    
    Sales tax
	
     
	
     
	
     
	
    
    17%

	
    
    Total value    
    (Approximate US$1,944,666)
	
     
	
     
	
     
	
    
    RMB13,418,200




2. Quality standard: 


Based on Industrial standard, SY/T5108-2006. 


3. Quality and delivery obligation: 


(1) The Seller shall be responsible for all damages it may
cause to the Buyer due to any quality deficiency. 

(2) The Seller shall provide 12-month quality guarantee upon
normal operation 


4. Packing standard, packing supply and recycle: 


(1) The Seller shall pack the products 25 Kg per bag. 

(2) The Seller shall be responsible for the packing costs.



5. Spare parts, fittings quantity and supply: None. 

6. Reasonable wear and tear, and calculations: None.


7. Ownership of products: 


The ownership of products shall be transferred to the Buyer
upon delivery and the completion of inspection. The Seller shall maintain the
ownership of products if the Buyer does not fulfill the obligation of payment as
agreed. 


8. Delivery time and quantity: upon advance notice. 




9. Delivery method and location: the warehouse of the
Buyer. 


10. Transportation method and fee: 

The products will be delivered from Zhengzhou railroad
station to the direct station of Songxi Oil Field Supplies Department. The
values the Buyer paid for this contract include products costs and
transportation fee to the Buyer. 


11. Inspection standard, method, location, and period: 


(1) Inspection Standard: based on the above agreed standard


(2) Inspection Method: conducted at the location upon
delivery 

(3) Inspection Location: The Buyer's warehouse 

(4) Inspection Period: completed within 10 days. Any
disagreement shall be presented within 5 days upon completion of inspection. 


12. Facilities installation and adjustment: None 


13. Settlement method, time, and location: Via 
bank wiring based on the invoice including 17% sales tax presented by the Seller
upon delivery. 


14. Guarantee: None 


15. Termination of contract: regulated and executed by
the terms of "PRC Contract Law" 


16. Default and Penalty: 


Both parties shall be responsible for the following penalties
for their violations. In addition, the defaulting party shall be responsible for
the non-defaulting party's economic loss that exceeds the following penalties.


(1) The Seller's Penalty 

1. In the event that the quality or
quantity of the products delivered does not meet the standards required herein,
the Seller shall pay a penalty equal to 3% of total contract amount and the
Buyer shall be eligible to terminate the contract. 

2. In the event that any delay in
delivery occurs, the Seller shall pay a penalty equal to 2% of total contract
amount per day and the Buyer shall be legible for terminating the contract. 

3. The Seller shall pay penalty 1% of
total contract amount for any violation of packing standards required herein.
(2) The Buyer's Penalty: None (3) Other Violations: regulated and executed by
the terms of PRC Contract Law. 


17. Dispute settlement: 


Any dispute shall be settled through negotiation by both
parties. If negotiation fails, any party may bring the case to the People's
Court sitting in the jurisdiction where the contract is executed. 


18. This contract is effective upon the date of execution by
both parties. 




19. Others 


(1) The Seller shall guarantee exclusive ownership of
products upon delivery. The Seller shall be responsible for any disputes of
ownership claims regarding the products by a third party. The Seller shall be
liable for all economic losses due to such a dispute caused to the Buyer. 

(2) If a third party claims ownership to the products, the
Buyer shall be eligible to stop payment for contracted products until the Seller
provides the guarantee of exclusive ownership for the Buyer. 

(3) The Seller shall provide services guarantee including the
contents of services and the valid period of services to the Buyer or enter
separate service contract with the Buyer. 

(4)The contract can be supplemented or amended through mutual
re-negotiation according to each national law, regulations, and related
provisions. The supplemental agreements shall be considered as part of this
contract with the same legal validity. 

(5) The contract will be duplicated five copies. 


	
    
    The Seller
	
    
    The Buyer

	
    
    Company: Zhengzhou Duesail
    Fracture Proppant Co. Ltd
	
    
    Company: Jilin Petroleum Group
    Co., Ltd.

	
    
    Address: No. 88 GengSheng Road,
    Gongyi, Henan, china
	
    
    Address: No. 77 Yuanjiang Road,
    Songyuan City

	
    
    Legal representative: /s/
	
    
    Legal representative: /s/

	
    
    Company Seal
	
    
    Company Seal

	
     
	
     

	
    Valid period: June 02,
    2008-December 31, 2008