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




  




Exhibit 10.1 

Sales Contract 

(English Translation) 

Contract No: JDYT-1008-MM-471 

Buyer: China National Petroleum Group Co.,
Ltd., Jidong Oilfield Company (the "The Buyer") 

Legal Representative: Gou San Quan 

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

Legal Representative: Shunqing Zhang 


Place: Yangli Village, Dayugou Town, Gongyi
City, Zhengzhou Henan 

Date: June 24, 2008 

According to the relevant laws and regulations of the
People’s Republic of China, the Buyer and the Seller has entered this contract
(the "Contract") based on the principle of good faith and mutual benefit, and
equivalent non-gratuitous act. The Buyer and the Sellers will be hereafter
referred collectively as the "Parties". 

1. 

The scope of
supply and materials to be provided will be described in the annex (the
"Annex"). 

2. 

This Contract is
a supply and sales contract, any materials or supplies in this Contract shall be
provided and sold by the Seller. 

2.1 

The location of
reserve is the warehouse designated by the Buyer. The Seller shall deliver all
the materials indicated in the Annex to the reserve location upon the
notification of the Buyer. The Seller shall bear all the risks that might occur
during the delivery. 

2.2 

The contents of
materials or supplies to this Contract will be reviewed and altered monthly. The
Seller shall provide the supplies along with the quantities accordingly. 

2.3 

The Seller shall
propose the combination of supplies if the Buyer does not specify the items in
details. The price of the items provided by the Seller shall be decided by
mutual agreement. The Buyer shall be able to find other supplier when the price
consensus cannot be reached. 

3. 

The period of
reserve and sales: This Contract will be valid until December 31, 2008 from the
date of execution. 

4. 

Price and
payment 


4.1 


The contract value will include the supplies fees of supplies to be reserved and
sold, transportation fee, handling fee, and 17% value-added tax. 

4.2 


Time and method of payment: The Buyer will process the payment based on the
receipt of the supplies they have received and used on monthly base. 


4.3 


The adjustment of price: In general, the price of the materials in this Contract
maintains the same during the valid period of this Contract. The Buyer is
eligible to adjust the purchase upon negotiation with the Seller if the
fluctuation of market price occurs. The Buyer is eligible to terminate this
Contract once the negotiation fails. 

4.4 


Any sales occurred from April 17, 2008 to the effective date of this Contract
shall be executed according to the terms of this Contract. 

4.5 


The payment of this Contract will be settled by unit price and the quantities to
be actually ordered. The Buyer will not guarantee the quantities of purchases.


5. 

Packaging 


5.1 


The standard of packaging: based on the general industrial standard. 


5.2 


The requirements of package: Packaging needs to meet the requirement of safety
of delivery and environmental protection with clear packaging instructions.


5.3 


The Seller shall be responsible for all the packaging expenses, excluding other
particular agreement between the Parties. 




5.4 


The Seller shall be responsible for all the damages due to any violations of
packaging requirements or agreement. 

6. 

Delivery 


6.1 


Method of delivery can be determined by the Seller within its discretion.
Loading location is from Yangli Village, Dayugou Town, Gongyi City, Zhengzhou
City, Henan Province. The delivery destination is Jidong Oilfield. The receiver
is the Non-metal Unit of Supply Department at Jidong Oilfield Company. 


6.2 


Transportation fee and related expenses shall be paid by the Seller. 

6.3 


The Seller shall be responsible for all the risks that occur during the delivery
from third parties. 


6.4 


The Buyer shall be responsible for the risks and expenses incurring from the
changes of delivery destination and the receiver. 

7. 

Inspections 


7.1 


The inspection shall be conducted based on the requirements and standards
indicated in this Contract or the requirements of contract law if not specified.


7.2 


The Seller shall be responsible for complimentary replacement and all the
expense due to exchanges if the supplies do not meet the requirements upon
inspection. In such event, the Buyer is eligible to return the supplies. 


7.3 


The Parties agree to respect the evaluation concluded by the technical authority
the Buyer recommends when the disputes of inspection occur. The Seller shall be
responsible for the related expenses if the evaluation concludes that the
supplies do not meet the standard or requirements specified in this Contract.


7.4 


The Buyer shall be responsible for the risks and expenses incurring from the
changes of delivery destination and the receiver. 

8. 

Quality Warranty



8.1 


The Seller shall guarantee to meet the quality standard to this Contract and the
satisfaction of needs on the site for the Buyer. The Seller shall bear life-long
liability for the quality of goods to be provided. 

8.2 


The Seller shall be responsible for providing with goods to be used with
reasonable validity. The Buyer is eligible to request for exchange for the goods
produced expired from the valid periods. 

8.3 


The Seller shall be responsible for all the expenses incurred from inspection or
re-examination due to the quality disqualification. 

9. 


Confidentiality 

9.1 


The Parties shall be fulfilling the obligations of confidentiality in terms of
commercial secrets obtained from this Contract. Without mutual agreement,
neither party can disclose information in any manner to a third party. 


10. 


Technical Services and Training 

11. 


Changes and termination of the Contract 

11.1


This Contract can be changed or terminated under mutual agreement in writing.


11.2 


Either party can terminate the Contract based on the following conditions:


11.2.1 


The Contract cannot be enforced due to force majeure. 

11.2.2 


The Buyer can terminate the Contract when the Seller fails to deliver the
supplies on time as required. 

11.2.3 


The Buyer can terminate the Contract when the Seller fails to provide the
required quality of supplies as agreed. 

11.2.4 


The Buyer can terminate the Contract when the Seller fails to meet the quality
standards and to adopt the alternatives to meet the Buyer’s requirement. 


11.2.5 


The Seller can terminate the Contract when the Buyer declines to receive the
supplies without justifiable reasons. 

11.3 


The Seller shall provide timely and efficient after-sale services. The Buyer is
eligible to terminate the Contract when the Seller fails to provide timely and
efficient after-sale services. 

11.4 


Neither party can enjoy the default indemnity due to the changes or termination
of the Contract. The breaching party shall be responsible for all
responsibilities and economic compensation from the damages it may cause. 


12. 


Default 


12.1 



The Seller shall pay 1% of the total price of the delayed goods each day for the
delay of delivery and be responsible for all related damages it may cause to the
Buyer. 


12.2 



The Seller shall be responsible for all the economic compensation when the
conditions in Sections 11.2.2, 11.2.3, and 11.2.4 hereof occur. 

12.3 


The Seller shall guarantee the goods to be delivered without involvement of
third party’s rights and will be responsible for all the damages if it occurs.


12.4 


Either party shall be liable for violating the terms of Article 9 hereof. 


12.5 


The Seller shall be responsible for all the requirements of safety and
environmental protections during the delivery process. The Seller shall be
liable for all the damages incurring to the Buyer or other third parties due to
any violations of such requirements. 

12.6 


The breaching party shall be liable for all the damages due to the violations.
Each party shall bear its own responsibilities when the violations occur
respectively. 




13. 


Force majeure 

13.1

Force majeure
refers to any unforeseeable events including natural disaster such as fire,
earthquake, typhoon, flood and other unpredictable, unavoidable, and
uncontrollable accidents which result in complete or partial failure of
fulfilling the obligations to this Contract. The impacted party from force
majeure or both parties shall not be liable for the default. The impacted party
shall notify the other party the fore majeure within 48 hours after such event
occurs and provide the evidence of force majeure within 3 days. 

13.2 

The impacted
party or both parties shall alleviate the damages from force majeure to the
minimum. 

14. 

Disputes 

14.1

Any dispute
shall be settled through negotiation by both parties. 

14.2 

Either party
shall file the case to the local jurisdiction the contract executed when the
settlement cannot be reached. 

15. 

Effectiveness
and other 

15.1

The Seller must
remove the supplies from the Buyer’s warehouse within three (3) months upon the
Buyer’s notification and shall bear all related costs. 

15.2

The Buyer is
eligible to adjust and reaffirm the scope and quantities of orders depending on
the demands and the supply performance of the Seller. 

15.3 

This contract
shall become effective as of the date when the legal representatives from both
parties sign and affix the company seal to this Contract. 

15.4 

The Contract can
be supplemented through mutual negotiation as part of this Contract (the
"Supplements"). 

15.5 

The attachment
and supplements are considered as party of the Contract with the same legal
validity. This Contract will supersede if differences exists between attachments
and the Supplements will supersede if differences exists between the Supplements
and this Contract. 

15.6 

This Contract
will be duplicated 7 copies, the Buyer will hold 6 copies and the Seller holds
one copy. 


	The Buyer	The Seller
	Company: China
    National Petroleum Group Co., Ltd.,	Company: Zhengzhou
    Duesail Fracture Proppant Co. Ltd
	Legal representative:
    /s/ Zhao, Su San	Legal representative:
    /s/ Fei, Yin Biao
	Company Seal	Company Seal
	Address: Guangmingxi
    Li Xinhua W. Avenue Tanshan City	Address: Yangli
    Village Dayugou Town Gongyi City
	China 063000	Zhengzhou City Henan
    China 451271





Annex 

Description of Materials Categories 


	
    No.	
    ITEM	
    Quality

    Standard	
    Quantity	
    Unit	
    Unit

    price	 
	
    1	
    Medium Density-High Strength Fracture Proppants Density
    >=1.65g/m3 <= 1.8g/m3 0.425-0.82 mm 52MP Breaking
    ratio < 5	
    SY/T5108-2006	
    2000	
    tons	
    2130	
    (RMB4,260,000)
	
    2	
    High Density-High Strength Fracture Proppants Density
    >=1.8g/m3 <=1.8g/m3 0.425-0.82 mm 69MP Breaking ratio
    < 5	
    SY/T5108-2006	
    2000	
    tons	
    2980	
    (RMB5,960,000)