China Gensheng Minerals Inc.: Exhibit 10.2 - Prepared by TNT Filings Inc.




  




Exhibit 10.2 

LF 80 Tons Refined-Steel Ladle Refractories Full-Services
Contract 

(English Summary /Translation) 

Contract No: HG-2008-C2/W3-024 

Signing Date: November 12, 2008 

Party A: Heilongjiang Iron & Steel Co., Ltd. 

Party B: Henan Gengsheng Refractories Co., Ltd. 

Through negotiations in good faith, Heilongjiang Iron & Steel
Co., Ltd. (hereinafter referred to as the "Party A") and Henan Gengsheng
Refractories Co., Ltd. (hereinafter referred to as the "Party B") agree
to enter into this full services contract (the "Contract") in connection with
the materials used for LF 80 tons ladle for refined steel and agree to bind to
the terms agreed as follows: 


1. The contents of services and scope of supply and materials



Party B shall provide materials and personnel supports to
Party A’s facilities regarding insulation installations, constructions of
operations facilities, refractories replacements, on-site maintenance, and all
the supplies tools and equipments. 


2. Rights and obligations 


(1) Party A 

2.1.1. Shall provide storage space for Party B to locate
certain amounts of refractories materials and equipments on the site. 

2.1.2. Shall provide possible utilities for Party B to
conduct daily operations and maintenance at the facilities; shall provide timely
risk management to secure continuing operations. 

2.1.3. Shall be responsible for all the equipments supporting
on-site installation and repairs. 

2.1.4. Shall assign the consignee to coordinate the
production operation with the technicians assigned by Party B. 

2.1.5. Shall be eligible to terminate this Contract when
Party B does not agree with technical instructions requested by Party A. 

2.1.6. Shall be eligible to terminate this Contract when
Party B is responsible for consecutive accidents (including broken ladle 3 times
or any accidents delaying operations more than 1 hour or any injuries). 

(2) Party B 

2.2.1. Shall be responsible for all the equipments and
maintenances and repairs services. 

2.2.2. Shall assign professional and skillful technical team
to be responsible for on-site constructions and related maintenances. Shall
report to Party A regarding the status of operations. 

2.2.3. Shall strictly operate following technical
instructions and bind to inspections and supervision from Party A. Shall
guarantee the quality of refractories materials, the usage period, and the
capacity of ladle to meet the production requirement; 

2.2.4. Shall comply with production arrangement and on site
instruction undertaken by Party A and shall fulfill agreed production plan. 

2.2.5. Shall strictly conduct safety management, shall be
responsible for implementing worker safety education, shall guarantee safe
operation, and shall prevent the occurrence of any accidents. Party B shall be
liable for all the accidents due to its negligence. 

2.2.6. Shall be responsible for the management of on-site
personnel’s safety, accommodation, transportation, and operations. Two parties
shall execute personnel safety agreement within one week upon the execution of
the Contract.

2.2.7. Shall be responsible for all the losses it may cause
to Party A due to the operations mistakes from technical personnel assigned by
Party B. 


3. Default 


(1) Technical Default 

3.1.1. Party B shall be penalized RMB 200 for each shortage
of production cycle under the guarantee minimum 80 cycles. 

3.1.2. Party B shall be penalized RMB 50 for every minute of
operation delay not caused by Party A during the production process. 

3.1.3. Party B shall be penalized RMB 500 for every failure
of argon blowing out incident except the cause incurred by Party A. 

3.1.4. Party B shall be penalized RMB 200 for every failure
of automatic pouring to ladle. Shall be penalized RMB 500 for every failure from
continuing occurrence. 

3.1.5. Except the negligence of Party A, Party B shall be
penalized RMB 500 for every failure of temperature control. 



(2) Accident Default 

Party B shall be liable for all the direct economic loss from
the accidents incurred by Party B. 

(3) Other Default 

Any violations and safety accidents will be arbitrated based
on the labor safety contract agreed by both parties and industrial regulations
under national law. 


4. Payment 


4.1. The unit price of the Contract is RMB 19.5 per ton
(include 17% VAT) including material expenses, personnel expenses, management
expenses, transportation expenses, planning expense, equipment expenses, and
maintenance expenses. 

4.2. Monthly payment shall be settled from multiplying the
production volume approved by Party A with unit price. 

4.3. The unit price shall be settled at RMB12.9 per ton (same
as the agreed price in contract HG-2008-C2/W3-022) if the production volumes
would not meet the agreed requirements due to productions incidents or operation
interruptions incurred by Party A. 


5. Contract Period 


5.1. The Contract will be valid for one year from September
14, 2008 to September 14, 2009. 


6. Deposit 


Party B shall deliver RMB 100,000 as the good faith deposit
to Party A. Party A shall refund the deposit when the Contract is due without
renewal. 


7. Others 


7.1. The Contract can be supplemented through mutual
negotiation as part of this Contract. The Parties shall fulfill the obligations
of confidentiality in terms of commercial secrets acknowledging from this
Contract. Without mutual agreement, neither party can disclose information in
any manner to third party. The violation party shall be responsible for all the
consequences it may cause to the other party. 

7.2. Party A shall be eligible to terminate the Contract and
seek economic compensation for all the causes accrued by Party B. 

7.3. Party A shall not pay the last payment and seek related
compensation for possible losses when Party B terminates the Contract. Party B
shall submit notice in writing 3 months before the termination.

7.4. Party B shall be penalized 1000 times of the value for
all the lost items at the properties of Party A, which shall be deducted from
the payment of production. Party B shall repay all the balances of theft
compensation.

7.5. Any dispute shall be settled through negotiation by both
parties. Either party shall file the case to the local jurisdiction where the
Party A is located when the settlement cannot be reached. 

7.6. This Contract will be duplicated 6 copies; Party A will
hold 4 copies and Party B holds two copies. 


	
    
    Party A
	
    
    Party B

	
    
    Company: Heilongjiang Iron & Steel Co., Ltd.,
	
    
    Company: Henan Gengsheng Refractories Co. Ltd

	
    
    Address: Shuangxuan Rd, Lingdong District
    Shuangyashan
	
     

	
     
	
    
    Address: No. 88 Gengsheng Avenue, Gongyi City

	
    
    City
	
     

	
    
    Legal representative: /s/Zhixiang Zhang
	
    
    Legal representative: /s/ Shunqing Zhang

	
    
    Authorized representatives: /s/ Demou Zhou
	
    
    Authorized representatives: /s/ Xilin Yuan

	
    
    Company Seal
	
    
    Company Seal