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




  



Guarantee Contract 

English Translation 

Zhengzhou Commercial Bank Guarantee No. 081127360101 


Guarantor: Henan Gengsheng Refractories Co., Ltd. (the "Guarantor")


Legal Representative (Responsible Person): Shunqing Zhang, Title: 
President 

Legal Address: No. 88 Gengsheng Road Dayugou town Gongyi City 

Phone: 370-398-0352, Zip Code: 451200 

Creditor: Zhengzhou Commercial Bank, Jinshui Branch (the "Creditor")


Legal Representative: Baoyu Lu, Title: Branch Manager 

Correspondence Address: 109 Jinshui Road 

Zip Code: 450008 

Phone: 65990126, Zip Code: 450000 

The Guarantor agrees to provide its guarantee for all the
loan contract, guarantee contracts, and other financing contracts (hereinafter
referred to as the "Main Contract"), entered between Gongyi City
Financial Development Corporation. (hereinafter referred to as the
"Debtor") and the Creditor during the period from December 27, 2008 to
November 26, 2009. The Guarantor agrees to provide a maximum guarantee value of
RMB 60,000,000 over the Creditor’s rights which includes the main guarantee
amount of RMB 50,000,000 and the rest of balance of interests, overdue fees,
penalties, and compensation, and settlements expenses. The Creditor accepts the
Guarantor’s guarantee and both parties agree to enter this guarantee contract
(hereafter referred to as the "Guarantee Contract) according to Guarantee
Law of People of Republic of China, Guarantee Law People of Republic of China,
and other related laws and regulations, to verify all the rights and obligation
regarding its guarantee over the Main Contract. 


Article 1. Guarantee Type 

The guarantee under this contract represents a joint and
several liabilities. The Guarantor agrees the Creditor is eligible to request
the Guarantor to fulfill its guarantee responsibility under the scope of
guarantee as promised when the Debtor is not able to fulfill its obligations
under the Main Contract regardless other guarantees the Creditors possesses for
the Main Contract (includes but not limit to the warrants of guarantee and
pledges). 


Article 2. The Definition of the principles and balance under
the Main Contract 

During the guarantee period, the Guarantor will provide the
guarantees including the principles and balances for all the loan contracts
denoted in RMB, Bank Draft, and other credits transactions entered between the
Creditor and the Debtor. 


Article 3. The Scope of guarantee 


The scope of the guarantee covers the principal, interest,
compound interest, penalty interest, default penalty, damages and expenses
involved in exercising the Creditor’s right under the Main Contract. The
expenses for exercising the Creditor’s right include but are not limited to
collection expenses, litigation fee (or arbitration fee), preservation fee,
notice charge, execution fee, attorney’s fee, travel expenses and other
expenses. 

Article 4. The Guarantee period 


The Guarantor shall secure the Creditor’s right under the
Main Contract during the valid period, within three years upon the maturity,
within three years from the extension date of the Main Contract, and within
three years upon the termination date of the Main Contract. 


Article 5. The Guarantee Contract and Main Contract 


The Guarantee Contract shall be individually as enforceable
as the Main Contract which will not be impacted despite the ineffectiveness of
the Main contract. When the Main Contract is confirmed to be ineffective, the
Guarantor shall bear joint and several liabilities and be still responsible for
all the financial debts accrued from the repayment or compensation. 


Article 6. Mutual obligations and duties 


6.1. The obligations and duties of the Guarantor shall
be released when the Debtor fulfilled all the obligations under the Main
Contract. 



6.2. The Guarantor is obliged to supervise the Debtor’s
capital management and production operation. 

6.3. The Guarantor shall provide related information
(included but no limited to all the contracts, agreements, accounting receipt,
and financial statements) requested by the Creditor along with all the auditing
tasks regarding Guarantor’s, production, operation, and financial condition. The
Guarantor shall submit monthly, biannual, annual statement (included but not
limit to the copies of statement of balance sheet, income statement, profit
sheet, statement of cash flow, tax return receipt and financial statement notes
and the reports of financial statement) and other needed materials to the
Debtor. 

6.4. During the guarantee period, any of the following events
shall be considered as a default to the Guarantee Contract of the Guarantor. The
Debtor shall require the Guarantor to fulfill its guarantee obligations for
repaying the loan the Debtor owed. 

6.4.1. The Guarantor repays other
debts in advance. 

6.4.2. The Guarantor alternate the
debt terms with other creditors. 

6.4.3. The Guarantor provides
guarantee for a third party. 

6.4.4. The Guarantor undertakes other
contracting, leasing, restructuring and issuing stock, jointly operating,
merging, separating, dissolution of business for subjective factors; 

6.4.5. The Guarantor fails to fulfill
the duties stated in item 6.3. 

6.4.6. The Guarantor defaulted with
other financial institutions. 

6.4.7. The Guarantor involves any
legal proceeding or arbitrations with financial disputes exceeding 20% of the
Guarantor’s asset for the most recent month. 

6.4.8. The content of financial
statement and related documents the Guarantor provides to the Debtor are false.


The violation from Item 1 to item 5
shall be excluded by obtaining the written approval from the Debtor. 

6.5. The Debtor is legible to request the Guarantor to
fulfill guarantee duties and repay all the proceeds the Debtor owes when the
Guarantor or the Debtor are filed for bankruptcy or for revocation of business
licenses, or cession of operation by a third party. 

6.6. Except the condition indicted in Item 6.4 and 6.5, the
Guarantor shall notify the Creditor in written when any adverse events occurred
to materially impact the Guarantor’s operation resulting in the Guarantor’s
guarantee incapability to fulfill its obligation under this Guarantee Contract.


6.7. During the guarantee period, the Guarantor shall notify
the Creditor in written within 10 days upon any changes to name of company,
legal representatives, legal address, and etc. 

6.8. The Guarantor shall be liable for all the expenses
(included but not limited to law suits fee, legal fee, and travelling expenses)
for all the legal proceedings filed by the Creditor in order to fulfill the
repayment due to the Guarantor’s default. 

6.9. The Creditor shall be legible to deduct all the
repayment under the Main Contract including the principle, interest, penalties,
and other fees from the Guarantor’s account when the Guarantor or the Debtor
default. 

6.10. The Creditor shall not disclose the information of the
Guarantor’s operations and related materials provided by the Guarantor, except
those under legal requirement. 

6.11. During the valid period of this Guarantee Contract, The
Debtor and the Creditor shall obtain the Guarantor’s approval in written (except
the valid debt transfer to a third party by the Debtor) when making any changes
including the extension of the period to the Main Contract. Despite lacking of
the Guarantor’s approval regarding the changes to the Main Contract, the
Guarantor shall still undertake joint and several liabilities regarding any
non-material changes to the Main Contract but not liable for the material
changes. 

The guarantee period remains the same if the Creditor and the
Debtor alternate the expiration date of the Main contract without the
Guarantor’s approval in written. 

The Guarantor shall still bear joint and several liabilities
for all the changes to content of the Main Contract regardless the fulfillment.


6.12. The Guarantee shall still bear joint and several
liabilities when the Creditor legally transfers its rights to a third party. 



6.13. Upon the early termination of the Main Contract, the
Guarantor shall repay the debts for the Debtor when the Debtor fails to repay
all the proceeds under the Main Contract. 


Article 7. Withdrawal authorization 


The Creditor is legible to deduct the repayment under the
Guarantor’s obligation for the Debtor from all the Guarantor’s commercial bank
accounts opened in Zhengzhou city. 


Article 8. Default 


Upon the effectiveness of the Guarantor Contract, the
Guarantor and the Creditor shall fulfill mutually agreed obligations. Either
party shall be liable for any violations and all the economic loss it may cause
to another party when non-fulfillment or partial fulfillment occurred to this
contract. 


Article 9 Dispute Settlement 

Any dispute arising from this Contract should be resolved
through mutual consultations. Either party shall be legible to bring the claims
to People court where the Creditor is located. 


Article 10. Effectiveness, modification, and termination 


10.1. The Guarantee Contract shall come into effect upon the
signature (or seal) by the legal representatives (responsible persons) or
authorized representatives of both parties, with their respective official seals
affixed hereto. 

10.2. Either party shall not alternate or terminate the
Guarantee Contract except following the regulations according to Contract Law of
People of Republic of China and the terms regarding alternation or termination
agreed under this contract. 

10.3. Either party shall notify another party in written
regarding any changes to the Guarantee Contract and obtain the agreement in
terms of changes. 


Article 11. 


Any matters can be supplemented through mutual negotiation
and mutual agreement in written as part of this Contract (the "Supplements"),
with the same legal validity as the Guarantee Contract 


Article 12. 


This Contract is executed in four original counterparts, the
Creditor holds two and the Debtor and the Guarantee each holds one. 


Article 13. 


The Guarantee Contract is executed at the Creditor’s location
on December 27, 2008. 

Notes: The Guarantor has read all the above provisions; the
Creditor has made the corresponding explanations in response to the request by
the Guarantor if any; and the Guarantor has no objection to all the particulars
of this Contract. 


	Guarantor : Henan
    Gengsheng Refractories Co., Ltd. (Seal)	Creditor : Zhengzhou
    Commercial Bank, Jinshui Branch (Seal)
	Legal Representative
    or Authorized Representative	Legal Representative
    or Authorized Representative
	/s/ Shunqing Zhang	/s/ Baoyu Lu
	Witness: Chaohui
    Zhang                                                                    
    	Witness: Yeihua
    Feng                                                                             
    
	Telephone:
    136-1381-7999	Telephone:
    370-6599-0126