China GengSheng Minerals, Inc.- Exhibit 10.1 - Filed by
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Exhibit 10.1

Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an asterisk (*). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.

Industrial Products Sales Contract

	Seller: Zhengzhou Duesail Fracture Proppant
    	Contract No.:
JL-XZ-014 Co., Ltd.
	 	 
	Buyer: Shanghai Jolly Imp&Exp. Co., Ltd.
    	Time of Execution: Jan 24, 2011
	 	 


Article 1. Subject Matter, Quantity, Price and Time of
Delivery

	
    Commodity 
	
    Name 
	
    Manufacturer 
	
    Unit for 
	
    Quantity 
	
    Unit 
	
    Amt 
	
    Delivery 

	
    No. 
	
    and 
	
      
	
    Measurement 
	
      
	
    Price 
	
    (RMB) 
	
    Time and 

	
      
	
    Spec. 
	
      
	
      
	
      
	
    (RMB) 
	
      
	
    Quantity 

	
      
	
    Model 
	
      
	
      
	
      
	
      
	
      
	
      

	
      
	
    No. 
	
      
	
      
	
      
	
      
	
      
	
      

	
    6914900000 
	
    Low- 
	
    Duesail 
	
    Metric ton 
	
    * 
	
    * 
	
    85866480 
	
    Delivery 

	
      
	
    density 
	
      
	
      
	
      
	
      
	
      
	
    subject to 

	
      
	
    Haydite 
	
      
	
      
	
      
	
      
	
      
	
    Buyer’s 

	
      
	
    20/40 
	
      
	
      
	
      
	
      
	
      
	
    notice 

	
    Memo: 
	RMB 170 per MT (including freight)
      separately invoiced (one 17% VAT invoice for payment for products, the
      other invoice for freight) 
	
    Total RMB: Eighty-five Million, Eight hundred and Sixty-six
      Thousand, Four Hundred and Eighty 



Article 2. Low-density Quality Standard: VD 1.65g/cubic
centimeter > ρb; AD 2.95 g/cubic centimeter
>ρa; Bearing Pressure 52 MPa, Percent of Damage
< 8%, Roundness > 0.85, Acid Solubility < 7%, Turbidity<100. Appearance of the products, including degree
of finish and roundness, shall satisfy the Buyer’s requirements. Please refer to
Fracture Proppant Performance Index and Test Methods of SinoPec Shengli
Petroleum Administration Standard for specific requirements for other
indices not covered herein 

Article 3. Condition and Term for which Seller undertakes
product quality liability: Seller shall be fully responsible for its products
and ensure the product quality, and the warranty period shall be one year after
the delivery date.

Article 4. Packaging Specification: the unit package weight is
1.5 metric ton per sack, with the sack to be provided by the Buyer and to be
packaged in accordance the Buyer’s requirements. If the positive or negative
allowance of the unit package weight exceeds 1% (exclusive of 1%), such unit
package shall be deemed disqualified and the Buyer shall have the right to
refuse to accept such package. Should any problem occur with the sack, the
Seller shall contact the Buyer in time, otherwise any liability arising out of
the delay in delivery shall be borne by the Seller.

Article 5. Sampling of Package and Settlement Method for
Overload or Underload: if the positive/ negative allowance for both the unit
package weight and the gross weight for each batch of delivery is within 1%, the
settlement shall be based on actual weight; if the negative allowance for either
the unit package weight or the gross weight for each batch of delivery exceeds
1%, and if the Buyer chooses to accept, the Buyer shall be entitled to request
the Seller to compensate for the shortage or refund the price difference at the
time of next delivery; if the positive allowance for either the unit package
weight or the gross weight for each batch of delivery exceeds 1%, and if the
Buyer chooses to accept, the Buyer will not pay for the overload.

Article 6. Method and Site of Delivery: Site designated by the
Buyer at the Port of Qingdao 

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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an asterisk (*). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission. 

Article 7. Method of Transport, Destination and Cost Burden:
the Buyer shall give the Seller a 30-day prior notice on the delivery date and
shipping schedule so that the Seller can have the products prepared. The Seller shall be responsible for delivering the
products from the Seller’s warehouse to the Buyer’s designated site. The Seller
shall ensure the safety of the products during the transport and be liable for
resolving possible problems in time without delaying the shipping schedule
booked by the Buyer; the Seller who cannot resolve the problems in time shall
give a timely notice to the Buyer for negotiation, with the loss and liability
to be undertaken by the Seller. Before the delivery, the Seller shall issue a
deductible transport invoice (tax receipt) to the Buyer according to the
mutually agreed transport fee (motor vehicle transport fee is RMB 170 per ton
Port of Qingdao) and the Buyer shall pay the relevant fee to the Seller based on
the invoice amount.

Article 8. Test Standard, Method and Site: the Buyer shall go
to the Seller’s factory for field sampling within three days after each batch of
products are prepared and the samples shall be sent to Shengli Oilfield Oil
Extraction Technology Research Institute for test or be tested by the factory
itself, with the test result to be recognized by both the Seller and the Buyer.
The Buyer shall accept the qualified products only. The sampling frequency shall
be decided according to the actual production and shipment plans. The Buyer
shall make random sampling at the port on an irregular basis within the shipment
period.

Article 9. Quality Control Management Solution (See Appendix
1)

Article 10. Payment Method and Time: after the execution of the
contract, the Buyer shall notify the Seller to get the products ready and prepay
20% of the price for the first batch of 4536 metric tons within three days
(after the execution). Within three days after each batch of actual delivery is
completed by the Seller, the Buyer shall go to the Seller’s factory for field
sampling and send the samples to Shengli Oilfield Oil Extraction Technology
Research Institute for test or have these samples tested by the factory, with
the whole process supervised by the Buyer. If the products are qualified upon
test, the Buyer shall pay 80% of the price for such batch of delivery. The
Seller shall have this batch of delivery delivered to the Buyer’s designated
site in Qingdao within two days after receiving the payment. The Buyer shall
prepay 20% of the price for the next batch of 4536 metric tons 10 days before
such next batch is delivered, with the rest 80% of the actual delivery to be
paid prior to the delivery. The Seller shall issue VAT tax receipt and
deductible transport fee invoice to the Buyer after each batch of delivery and
upon the notification of the Buyer. 30% of the total price under the contract
may be paid by a bank acceptance bill, the par value of which shall satisfy the
Seller’s requirements as far as possible. The specific shipping date, shipping
schedule and payment shall be subject to Appendix 2. Any necessary change shall
be determined by both the Seller and the Buyer upon negotiation.

Article 11. For the product with qualify issues, the Seller
shall compensate the Buyer for economic loss. The Buyer shall be entitled to
keep the products under lien before receiving the replacement products or refund
payment from the Seller. If the Seller fails to refund all the payment within
the deadline prescribed by the Buyer, the Buyer shall be entitled to request the
Seller to compensate for the difference between disposal charge and the refund
payable after disposing of such batch of delivery at its own discretion, and
investigate and fix the Seller’s liability for breach due to the delivery
inconsistence

Article 12. The condition for dissolving this contract: if the
Seller breaches the contract (the Seller fails to deliver the products in
accordance with the mutually agreed time, quality and quantity), the Buyer shall
be entitled to unilaterally cancel this contract, or the contract shall be
automatically terminated upon expiration, provided that both parties shall still
perform their remaining obligations hereunder.

Article 13. Liability for Breach: if the Seller fails to
deliver the products to the Buyer, or fails to deliver the products in time, or
fails to undertake liability for return and replacement products or refund
payment, or the products delivered are not qualified, the Seller shall pay the
Buyer 3% of the payment for the products in breach as liquidated damages, and
compensate the Buyer for any loss suffered therefrom (including but not limited to liability to
any third party, and fees occurred therefrom and available gains and losses,
etc.).

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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an asterisk (*). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission. 

Article 14. Dispute Resolution: negotiation or mediation,
failing either of which an action may be instituted before the people’s court of
the place where the Buyer is located.

Article 15. The Seller shall keep confidential the business
information related to the Buyer’s customers, sales channels, pricing strategies
and etc that are obtained during its performance of the contract, and these
information shall not be used by itself or disclosed to any third party; without
the Buyer’s consent, the Seller shall not directly or indirectly have sales
business relations with the Buyer’s customers that the Seller becomes aware of.
The Seller’s foregoing confidentiality obligation term shall be the performance
period of this contract as well as two years after its termination. If the
Seller violates any of the foregoing obligations, it shall compensate the Buyer
for all the direct and indirect economic loss the Buyer suffers therefrom.

Article 16. This contract shall become effective since the date
of signature.

Article 17. Miscellaneous:

1. During the performance of this contract, in the event that
the Chinese government authorities imposes export duties on such products, the
performance of this contract shall be suspended, the Buyer may suspend the
purchase and both parties need to negotiate and determine the product price. If
both parties fail to determine the price upon negotiation within three months
after the performance of this contract is suspended, either party may dissolve
this contract. For any termination or dissolution of the contract under such
circumstance, neither party shall undertake liability for breach.

2. The appendixes of this contract and the correspondence
between the both parties shall have legal force and effect. This contract is
made in quadruplicate, and shall become effective upon the signatures and seals
of both parties.

	Seller 	Buyer 
	Seller: Zhengzhou Duesail Fracture Proppant Co.,
      Ltd. 	Buyer: Shanghai Jolly Imp& Exp Co.,
      Ltd. 
	Address: 38 Gengsheng Ave., Dayugou Industrial Park,
    	Address: Room 2003, A Bldg., 500 
	Gongyi, Henan Province. 	Hongbaoshi Rd., Changning District,
  
	  	Shanghai 
	Legal Representative: 	Legal Representative: 
	Attorney-in-fact: Fei Yinbiao 	Attorney-in-fact: Huang Junyu 
	Date: Jan 24, 2011 	Date: Jan 24, 2011 
	Telephone: 0371-64059666 	Telephone: 021-61910789 
	Fax: 0371-64059666 	Fax: 021-32093313 
	Opening Bank: ICBC, Gongyi Sub-branch 	Opening Bank: BOC, Shanghai Branch,
  
	  	Changning Sub-branch 
	Account No.: 1702023109200015828 	Account No.: 044175-8300- 
	  	16515508091001 
	Postal Code: 451271 	Postal Code: 201103 
	  	Tax Registration No.: 310105672667465 


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