Unassociated Document


    Exhibit
10.1

    


    Lease
Agreement

     

    Tianjin

     

    Party A
(lessor): General Steel (China) Co. Ltd.

     

    Party B
(leasee): Tianjin Daqiuzhuang Steel Plates Co., Ltd.

     

    Aiming at
defining the rights and obligations of both parties regarding property leases,
Party A and Party B have reached the following agreement pursuant to relevant
laws on a voluntary and equal basis according to law.

     

    I.         Property
scope and term of leases

     

    
      	
              1.

            	
              Party
      A voluntarily leases the workshops, lands, equipment and other properties
      (please see the List for Details) located at No. 1, Tongda Street,
      Daqizhuang Town, Jinghai County, Tianjin City to Party B, for the period
      from January 1, 2010 to December 31,
2011.

            


    

     

    
      	
              2.

            	
              If
      Party A wishes to continue the leasing of the property upon its expiry
      date, it shall notify Party B of the new lease conditions in written form
      one month before the expiry date. Under the same conditions, Party B
      enjoys the priority to lease the
property.

            


    

     

    
      	
              4.

            	
              If
      Party A intends to make other arrangements for the property before expiry
      date, it shall notify Party B in written form two months in advance and
      reduce the rental payments
accordingly.

            


    

     

    
      	
              II.

            	
              Annual
      rentals, payment schedule and other
expenses

            


    

     

    
      	
              1.

            	
              Annual
      rental: RMB 20.16 million;

            


    

     

    
      	
              2.

            	
              Payment
      schedule: the rentals shall be calculated on an annual basis and paid on a
      monthly basis, i.e. a monthly rental of RMB 1.68 million shall be paid
      before the 10th
      date of each month. Party B shall be deemed to breach the Agreement if it
      fails to make payments on schedule. In such cases, Party A has the right
      to terminate the Agreement, cancel Party B’s rights to use the properties
      and make claims to Party B for overdue rentals and late
    fees.

            


    

     

    
      	
              3.

            	
              Party
      B shall not use any spare part or accessory part unless both parties have
      discussed and agreed on the prices thereof. Party B shall not dismantle
      Party A’s workshops and equipment within the scope of leases, nor is it
      allowed to destroy Party A’s basic
  infrastructures.

            


    

     

    
      	
              III.

            	
              Handover
      and takeover of the properties

            


    

     

    
      	
              1.

            	
              Party
      A agrees to lease the workshops, land, equipment and other properties and
      facilities (please see the List of Details) that it owns and both parties
      shall sign a list of properties
accordingly.

            


    

     

    
      	
              2.

            	
              Both
      parties shall clear relevant formalities for handover and takeover of the
      properties according to the conditions specified by General Steel
      Holdings, Inc. Both parties shall discuss to settle any problem
      encountered during the handover and takeover. Party B shall repair the
      workshops, warehouses, equipment, machines and other properties by itself
      during the lease period.

            


    

     

    
      	
              3.

            	
              Upon
      return of the leased properties to Party A, Party B shall guarantee the
      proper operations and integrity of each property on the list of property
      handover.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              IV.

            	
              Rights
      and obligations of both parties

            


    

     

    
      	
              1.

            	
              Party
      A shall enjoy the following rights and assume corresponding obligations on
      the premises of observing relevant state and local laws, regulations and
      policies:

            


    

     

    
      	
              (1)

            	
              Party
      A has the right to collect rentals according to the amount, schedule and
      mode as specified herein;

            


    

     

    
      	
              (2)

            	
              Party
      A has the right to supervise Party B’s implementations of the Agreement;
      and

            


    

     

    
      	
              (3)

            	
              Party
      A shall guarantee the normal operating conditions of Party B (government
      departments).

            


    

     

    
      	
              2.

            	
              Party
      B shall enjoy the following rights and assume
  obligations:

            


    

     

    
      	
              (1)

            	
              Fully
      perform its obligations as specified in the Agreement and bear various
      expenses payable to the government;

            


    

     

    
      	
              (2)

            	
              Properly
      use the leased properties without causing any losses of or damages to the
      properties;

            


    

     

    
      	
              (3)

            	
              Party
      B shall not sublease or lend the properties to a third Party without Party
      A’s written approval during the lease
period;

            


    

     

    
      	
              (4)

            	
              Party
      B shall voluntarily safeguard the integrity of the properties and not
      transfer, assign and mortgage the properties during the lease period.
      Otherwise, Party B shall bear all losses arising
  therefrom;

            


    

     

    
      	
              (5)

            	
              Party
      B shall bear exclusive responsibilities for all losses arising from any
      personnel injuries, property losses, fires, thefts and police seizures due
      to its improper management during the lease
  period;

            


    

     

    
      	
              (6)

            	
              Party
      B must guarantee the cleanliness and tidiness of the premises, streets and
      storage yards and the orderly stacking of cargos thereon;
    and

            


    

     

    
      	
              (7)

            	
              Party
      B must guarantee the integrity of equipment, workshops and hoisting tools
      upon expiry of the lease period. It shall make compensations if any loss
      is incurred.

            


    

     

    
      	
              V.

            	
              Contract
      breaches, modifications and
cancellations

            


    

     

    
      	
              1.

            	
              If
      either Party A or Party B violates the Agreement so that the Agreement can
      not be performed properly, the violating Party shall bear all
      responsibilities for compensations or
breaches.

            


    

     

    
      	
              2.

            	
              If
      the Agreement can’t be performed due to force majuere or any other
      unforeseeable factor that is not caused by either party’s negligence,
      Party B may discuss with Party A to change or cancel the
      Agreement.

            


    

     

    
      	
              3.

            	
              If
      Party A’s breach of the Agreement hinders Party B from performing the
      Agreement, Party B shall be entitled to request cancellation of the
      Agreement and claim compensations from Party
A.

            


    

     

    
      	
              4.

            	
              Either
      party that intends to modify or cancel the Agreement shall notify the
      other party in a timely manner and the Agreement may be cancelled upon
      mutual consent. The party held responsible for the modification to or
      cancellation of the Agreement shall compensate for the losses that the
      other party suffers.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              VI.

            	
              Supplementary
      provisions

            


    

     

    
      	
              1.

            	
              This
      Agreement and its attachments shall take effect from the date of signing
      and terminate on the expiry date of the lease
  term.

            


    

     

    
      	
              2.

            	
              Both
      parties shall discuss to settle any issue not covered herein. Any dispute
      shall be brought to relevant authority or court for
      settlement.

            


    

     

    
      	
              3.

            	
              The
      List of Properties Handover and Takeover is an attachment of this
      Agreement.

            


    

     

    
      	
              4.

            	
              This
      Agreement is signed in quadruplicate and each party holds two
      copies.

            


    

     

     

    
      
        	
                Party
      A: General Steel Holdings, Inc

              	
                (Seal)

              	 
      
	 
      	 
      	 
      
	
                Authorized
      representative:

              	
                (Signature)

              	 
      
	 
      	 
      	 
      
	
                Party
      B: Tianjin Daqiuzhuang Steel Plates Co., Ltd

              	
                (Seal)

              	 
      
	 
      	 
      	 
      
	
                Authorized
      representative:

              	
                (Signature)

              	 
      


      

    

     

    


     

    Made on:
March 31, 2010