EXHIBIT
        10.1

       

    

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, HAVE BEEN TAKEN
      FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
      WITH ANY DISTRIBUTION THEREOF AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      IN
      THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN
      SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR HOLDER, CONCURRED
      IN
      BY COUNSEL FOR MAKER, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
      REQUIRED.

     

    CHINA
      MINERAL ACQUISITION CORPORATION

     

    PROMISSORY
      NOTE

     

     

    
      	 	
               New
                York, New York

            
	US$_________	
              August
                4,
                2006

            


    

     

            

    CHINA
      MINERAL ACQUISITION CORPORATION, a Delaware corporation. (“Maker”), for value
      received, hereby promises to pay to the order of _______________________ or
      holder (“Holder”), on the earlier of (i) March 31, 2007 or (ii) the date on
      which Maker files a certificate of dissolution under the Delaware General
      Corporation Law, in lawful money of the United States at the address of Holder
      at _____________________, the principal amount of ____________________ United
      States Dollars (US$____________), together with simple interest thereon at
      the
      rate of eight percent (8%) per annum. This Note may be prepaid without penalty,
      in whole or in part, at any time and from time to time, provided that accrued
      and unpaid interest through the date of such prepayment on the principal amount
      so prepaid shall be paid concurrently with such prepayment.

     

    The
      occurrence of any of the following shall be an Event of Default:

     

    (a) Maker
      shall fail to pay any of its obligations under this Note on the date when due;
      or

     

    (b) Maker
      shall default in any payment of principal of or interest on any material
      indebtedness or contingent obligation (other than its obligations under this
      Note), or any other event shall occur the effect of which is to permit such
      indebtedness or contingent obligation to be declared, or such indebtedness
      or
      contingent obligation shall otherwise become, due prior to its stated maturity;
      or

     

    (c) (i)
      Maker
      shall (A) commence any case, proceeding or other action under any existing
      or
      future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
      insolvency, reorganization or relief of debtors, seeking to have an order for
      relief entered with respect to it, seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
      liquidation, dissolution, composition or other relief with respect to it or
      its
      debts, (B) commence any case, proceeding or other action seeking appointment
      of
      a receiver, trustee, custodian or other similar official for it or for all
      or
      any substantial part of its assets, or (C) make a general assignment for the
      benefit of its creditors; (ii) there shall be commenced against Maker any case,
      proceeding or other action of a nature referred to in clause (i) above that
      (A)
      results in the entry of an order for relief or any such adjudication or
      appointment, or (B) remains undismissed, undischarged or unbonded for a period
      of sixty (60) days; (iii) there shall be commenced against Maker any case,
      proceeding or other action seeking issuance of a warrant of attachment,
      execution, distraint or similar process against all or any substantial part
      of
      its assets that results in the entry of an order for any such relief that shall
      not have been vacated, discharged, stayed or bonded pending appeal within sixty
      (60) days from the entry thereof; (iv) Maker shall take any action in
      furtherance of, or indicating its consent to, approval of or acquiescence in,
      any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Maker
      shall generally not, shall be unable to or shall admit in writing its inability
      to pay its debts as they become due; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) One
      or
      more judgments or decrees material to Maker shall be entered against Maker
      not
      paid or fully covered by insurance and all such judgments or decrees shall
      not
      have been vacated, discharged or stayed or bonded pending appeal within sixty
      (60) days from the entry thereof.

     

    Upon
      the
      occurrence of an Event of Default, Holder may declare the outstanding principal
      balance hereof immediately due and payable and Maker shall immediately pay
      to
      Holder such amount, with interest accrued but unpaid thereon to the date of
      payment in full at the applicable rate provided herein.

     

    If
      this
      Note is placed in the hands of attorneys for collection after default, or the
      indebtedness represented hereby or any part thereof is collected in bankruptcy,
      receivership or other judicial proceedings, Maker agrees to pay, in addition
      to
      the principal and interest payable hereunder, attorneys’ fees and court and
      other costs of collection incurred by Holder.

     

    Maker
      and
      all endorsers, sureties and guarantors hereof, and other persons liable for
      the
      liabilities of Maker, hereby jointly and severally waive presentment, demand
      for
      payment, notice of dishonor, protest, notice of protest, all other notices
      or
      demands in connection with the delivery, acceptance, performance, default,
      endorsement or guaranty of this Note and the right to trial by jury, and hereby
      consent to any and all extensions of time, renewals, releases of liens, waivers
      or modifications that may be made or granted by Holder with respect hereto.
      No
      delay by Holder in exercising any power or right hereunder shall operate as
      a
      waiver of any power or right, nor shall any single or partial exercise of any
      power or right preclude other or further exercise thereof or the exercise of
      any
      other power or right hereunder or otherwise. No waiver or modification of the
      terms hereof shall be valid unless in writing signed by Holder and then only
      to
      the extent therein set forth.

     

    THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK.

     

    
      	 	 	 
	 	
              CHINA
                MINERAL ACQUISITION CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title