LOAN AGREEMENT

Exhibit 10.1

LOAN AGREEMENT

(English Translation)

                                         Contract No.411200900051802

Borrower (full name):   Henan Gengsheng Refractories Co., Ltd

Lender (full name):     Agricultural Bank of China, Gongyi City Branch

Pursuant to the laws and regulations of the People's Republic of China ("PRC"), and on the basis of agreement reached through comprehensive negotiations, Borrower and Lender enter into and consent to be bound by this Loan Agreement.

Article 1. The Loan

1. Type of loan:   Short-term Working Capital loan

2. Purpose of Loan: buy raw and processed materials

3. Loan Amount (full-form characters): RMB Twenty Millions

4. Loan and Repayment Terms: one year

(1)

The following table sets forth the loan and repayment terms.

(If there is not enough space in the following table, an additional sheet may be attached to the Loan Agreement and shall constitute an integral part of the Agreement.)

    (2)  If the Loan Amount, Borrowing Date, and Repayment Date herein are inconsistent with the Loan Amount, Borrowing Date, and Repayment Date specified in the borrowing voucher (the "Borrowing Voucher"); the Borrowing Voucher shall prevail. The Borrowing Voucher shall form part of this Loan Agreement and have the same legal force and effect.

    (3)  If the loan is foreign currency one under this contract, the Borrower should repay the principle and interest in the original kind of currency in time.

5. Loan Interest Rate

The RMB loan interest rate is decided as method mentioned in the following (1) .

(1)

Floating Interest Rate

The Loan interest rate upward (upward/down) floats 10% on the interest rate basis. The executed annual interest rate is 5.841% . The interest rate basis for the loan under 5-year (including 5-year) is as the basis interest rate for the same period RMB loan published by the People’s Bank of China. The interest rate basis for the loan above 5-year is as the basis interest rate for the RMB loan published by the People’s Bank of China plus / (in Words) %.

The interest is adjusted in six -month cycle. If the basis interest rate for RMB loan of the People’s Bank of China adjusts, the Borrower determines new interest rate according to the basis interest rate of corresponding time period after adjustment and the calculation method mentioned above without informing the Lender from the corresponding date of the loan of the first month in the next cycle after the adjustment of basis interest rate. If the adjustment date of the basis interest rate is the same as the provision day of the loan or the corresponding date of the loan of the first month in the same cycle, the new executed interest rate for the loan is determined from the adjustment date of the basis interest rate. If there is no corresponding loan date, the last day of that month is regarded as the corresponding date of the loan.

(2)

Fixed Interest Rate

The Loan interest rate / (upward/down) floats _ on the interest rate basis. The executed annual interest rate is __ . The interest rate basis for the loan under 5-year (including 5-year) is as the basis interest rate for the same period RMB loan published by the People’s Bank of China. The interest rate basis for the loan above 5-year is as the basis interest rate for the RMB loan published by the People’s Bank of China plus / (in Words) %.

The interest rate for foreign currency loan is determined as method described in / :

(1) /  (in Words) months  /  (LIBOR/HIBOR) + interest rate of loan which is consist from interest rate spread of    

(2) / % and floated by /  (in Words) months. LIBOR/HIBOR is the London/Hong Kong Interbank Offered Rate for the corresponding time period as published by Reuters two working days before the interest rate calculation day.

(3) The executed annual interest rate is /  till the expiration day of the loan.

(4) Other method                 /                          .

6. Interest Payment

Interest on the Loan Amount shall accrue on the 20th day of each month ( Month/ Last month of the Quarter)  and shall be paid monthly (Monthly/Quarterly) (the "Accrual Date"). The Borrower should pay the interest on every Accrual Date. If there is no accrual date for the last repayment date of the principle, the unpaid interest should be settled with the principle ( the daily interest rate = monthly interest rate / 30).

Article 2 Conditions precedent to performance by lender under this loan agreement:

1. Borrower shall open a general deposit account with Lender.

2. The Borrower shall provide any relevant documents and materials that Lender may request and has completed all the relevant procedures.

3. If the loan in this contract is foreign currency one, the Borrower has completed all the related approval, registration and other legal procedures as required by regulations.

4. If the Loan Amount is secured by collateral or hypothecation, Borrower shall have registered and/or applied for and obtained insurance or performed other such legal formality as requested by Lender and shall maintain the effectiveness of said security and insurance. If the loan in this contract is under guarantee, the guarantee contract is signed and goes into effect.

Article 3 Rights & Obligations of Lender

1. Lender shall have the right to know the Borrower's production

operations, financial affairs, commodity stock and the use of loan funds and to request that Borrower provide, in a timely manner, to Lender all documents, materials and information such as the financial statement of Borrower.

2. The Lender can stop providing the loan or taking back the loan in advance if the adverse behaviors or situations which are including but not limited to the ones listed in 7 、 8 and 9 of Article 4 in this contract happen.

3. When Lender collects, upon or prior to the due dates, the Principal, interest, penalty interest, compound interest and other fees as stipulated per this agreement from Borrower, Lender shall have the right to directly transfer funds from Borrower's any account with Lender.

4. If the money repaid by the Borrower is not enough to pay off all the due amount in this contract, the Lender could choose to use this amount of money to repay the Principle, interest, penalty interest, compound interest and other fees.

5. If the Borrower does not implement the obligation of the repayment, the Lender can publicly disclose the default behavior of the Borrower.

6. Subject to Borrower complying with the terms and conditions of this Loan Agreement, Lender shall release to Borrower, pursuant to the schedule, the Loan Amount.

Article 4 Ri