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




  




Exhibit 10.1 

Hebei Wenfeng Iron and Steel Co., Ltd. ("Wenfeng") 

Full Services Contract 

(English Summary/Translation) 


Party A: Hebei Wenfeng Iron and Steel Co., Ltd. 

Party B: Henan Gengsheng Refractories Co., Ltd. 

Through negotiations in good faith, Hebei Wenfeng Iron and
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 the100-tons of ladle and agree to bind to the terms agreed as
follows: 


1. The contents of Contract 

Party B shall provide Party A all the fracture materials for
the 100-tons ladle, shall be responsible for all the tasks including ramming,
baking, repairing, installation, and removing tasks of ladle as well as on site
services. Party B shall guarantee Party A all the supplies and needs of steel
production and normal operation of ladle. 


2. Contract Price 


Party B shall guarantee the production cycle of the ladle
shall not be less than 80 times. Party B shall deliver all the materials and
dispatch all the technicians to premises of Party A within 10 days upon the
execution of the Contract. The production price pay to Party B from Party A is
RMB 12.8 per ton for non-refined steel and RMB15.6 per ton for refined steel
(price includes 17% tax). 


3. The Rights and Responsibilities of the Party A 

3.1. Shall provide storage space for Party B to locate
certain amounts of fracture materials on the site. 

3.2. Shall assist to manage all the administrative tasks for
the on-site representatives sent by Party B. Party A shall guarantee Party B’s
staffs the equal and legal rights at the premises of Party A. 

3.3. Shall be responsible for all the equipment for
installation and repairs. 

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


4. The Rights and Responsibilities of the Party B 


4.1. Shall be responsible for daily maintenance of
facilities, shall abide to all the instructions and respect the management and
coordination of onsite operations administered by Party A. 

4.2. Shall undertake all the operations based on the
specification and standards required by Party A. 

4.3. Shall guarantee the quality of fracture materials, the
usage period, and the capacity of ladle to meet the production requirement;
shall be responsible for all the economic losses due to the delay of production
regardless any excuses or causes. Party A is eligible for holding RMB 5000
deduction for every possible incident to significant affect production schedule
to ladle. 

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

4.5. 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. Shall conduct
on-site training and safety management, and provide accident insurance for the
on-site technicians assigned by Party B. Party B shall be liable for all the
accidents due to its negligence. The related party shall be liable for the
accident caused by a third party. Party B shall well maintain production
facilities and safe production environment for the civilized production. 

4.6. Shall be timely available for any emergency call to
repair and install facilities and fracture and assist Party A to resume the
operation in any case of accident. 

4.7. Any technical service personnel assigned by Party B
shall abide by Party A’s internal discipline and rules and domestic legal
system. 

4.8. Shall be responsible for all the supplies and outfits
for the staffs assigned by Party B. The usages of supplies shall abide by
Party’s A’s requirement. 



5. Others 


5.1. Party B shall provide all the services to support the
operations for 12 ladles. 

5.2. After confirmed by both parties regarding the accidents
occurred within Party B’s responsible scope, Party B shall be liable for all the
damages and losses accrued to Party A. 

5.3. Party B shall satisfy the ladle repairs standard
required by Party A. 

5.4. The maximum thickness of fracture to be built for ladle
wall shall not be exceeding 28mm; the total weight of fracture to be consumed
shall not be exceeding 34 tons for major repairs. Party B shall meet the
capacity requirement abide by Party A. 

5.5. Party B shall be responsible for all the repairs. 

5.6. Party B shall determine the time of replacement of ladle
after both parties confirm the existing thickness of brick wall. The acceptable
minimum thickness shall be between 30-50 mm. 

5.7. Party B shall be responsible for the removal of ladle.
The components to be removed shall be confirmed by both parties. 

5.8. Repairs principle shall include major repairs or
replacement, one-time minor repairs, and one time moderate repairs. 


6. Payment & Settlement 


Party A shall provide payment based on the normal usage
standard for minimum of 80 cycles. (Penalty will be occurred RMB200/cycle for
not meeting the promised usage minimum. The monthly payment will be settled
based on the total tons of steel production recorded by Party A at the end of
each month. Party A shall pay RMB 12.8 per ton for non-refined steel and RMB
15.6 per ton for refined steel. Party B shall submit invoice including 17%
added-value tax to Party A every month. 


7. Both parties shall not amend the Contract within 3
months upon the execution. Either party shall terminate the Contract by a
notification 2 months in advance; otherwise, the breach party shall be penalized
by paying double amount of last settled payment. 


8. Any dispute shall be settled through negotiation by
both parties. 


9. This contract should have four copies, to be effective
after executed by Party A and Party B with company seals and signatures, and
each of the parties shall hold two copies. 


	Party A: Hebei Wenfeng
    Iron and Steel Co., Ltd	Party B: Henan
    Gengsheng Refractories Co., Ltd.
	Legal Representative:
    /s/ Wenhua Liu         
    	Legal Representative:
    /s/ Shunqing Zhang        
    



Date: November 21, 2008