Exhibit 10.21 – Amendment
Agreement

    


    AMENDMENT
AGREEMENT

    


    This
Agreement dated as of July 6, 2010 among ASIA CORK INC. (formerly, HANKERSEN
INTERNATIONAL CORP.,) a Delaware corporation (together with its successors and
assigns, the “Company”), and the
investor identified on the signature page hereto (each, an “Investor” and
collectively, the “Investors”).

     

    WHEREAS, the Company and the
Investors executed a certain securities purchase agreement dated May 29, 2008
(as amended, the “SPA”);

     

    WHEREAS, pursuant to the SPA
the aggregate Investment Amount (as defined in the SPA) is $700,000 and the
Company issued a Promissory Note (“Note”) and Warrant to each
Investor;

     

    WHEREAS,  the
Company has filed a registration statement on form S-1 (the “Registration
Statement”) with the Securities and Exchange Commission with respect to a
primary offering by the Company of securities (the “Offering”).

     

    WHEREAS, the parties to the
SPA desire to amend the Notes and otherwise reach agreement regarding the
parties rights under the SPA, the Note and the Warrants.

     

    NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and for other
good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Investors agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Note.  The
      Note is hereby amended as follows:

            


    

     

    
      	
               
      

            	
              a.

            	
              The
      Maturity Date shall be October 31,
2010

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      interest rate under the Notes shall be 18% per annum from the date of
      issuance through the Maturity Date.

            


    

     

    2.     Warrants.  The
Investors shall retain the Warrants.  The Company shall register the
shares of Common Stock issuable upon exercise of the Warrants under the
Registration Statement in accordance with Section 4.2 of the SPA.  The
exercise price of the Warrants shall be the offering price of the Securities in
the Offering, as provided in the Warrants.  The terms of the Warrants
shall remain unchanged, subject to the provisions of Section 4 of this
Agreement.

     

    3.     Closing of the Financing
The closing of the Offering under the Registration Statement (the
“Closing”) shall be deemed a Financing as defined in the Note and, upon the
closing of the sale of the Securities by the Company pursuant to the
Registration Statement, the parties agree that the Investors shall deliver the
Note to the Company and the Company shall:

     

    
      	
               
      

            	
              a.

            	
              Pay
      the Investors or its designee cash by wire transfer in an amount equal to
      50% of the outstanding principal amount of the Notes
  and

            


    

     

    
      	
               
      

            	
              b.

            	
              the
      Noteholder shall receive, upon conversion of the balance due under the
      Note, such whole number of fully paid and non-assessable shares of the
      Securities that is equal to the quotient of the sum of (i) 50% of the
      outstanding principal amount of the Notes and (ii) all accrued an unpaid
      interest thereon, divided by fifty percent (50%) of the Financing Based
      Conversion Price.

            


    

     

    
      
         


      

      
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    In the
event that the Closing shall not occur by September 30, 2010, the interest rate
under the Note shall be 24% per annum, accruing from the first anniversary of
the issuance of the Note.

     

    Prior to
the Closing, the Company will not pay off the outstanding balance under a Note
without the prior written consent of the holder of such Note.

     

    Upon the
payment of the amounts and issuance of the Securities in accordance with this
Section 3, the parties agree that the shares of Common Stock being held in
escrow pursuant to the Escrow Agreement shall be released to the registered
owners of such shares of Common Stock.

     

    4.     Lock-Up In order to
induce the Company and Global Arena Capital Corp. (the “Underwriter”) to proceed
with the Offering, the Investor agrees, for the benefit of the Company, that
should such Offering be effectuated, the Investor will not, without the prior
written consent of the Underwriter, sell, assign, pledge, hypothecate or
otherwise dispose of, directly or indirectly, any shares of Common Stock of the
Company owned by the Investor, or subsequently acquired through the conversion
of the Note and the exercise of the Warrants or other distribution of stock, or
grant of options, rights or warrants with respect to any such shares of Common
Stock, during the nine (9) month period commencing on the closing date of said
Offering.  Furthermore, the Investor will permit all certificates
evidencing its shares of Common Stock to be endorsed with the appropriate
restrictive legends, and will consent to the placement of appropriate stop
transfer orders with the transfer agent for the Company.

     

    5.     Default Any defaults
by the Company pursuant to the SPA or the Notes prior to the date hereof shall
be deemed waived provided that, and so long as, the Company complies with the
terms of this Agreement.

     

    6.     Miscellaneous

     

    
      	
               
      

            	
              a.

            	
              Entire
      Agreement.This Agreement, together with the Notes and Warrants,
      contain the entire understanding of the parties with respect to the
      subject matter hereof and supersede all prior agreements, understandings,
      discussions and representations, oral or written, with respect to such
      matters, which the parties acknowledge have been merged into such
      documents.

            


    

     

    
      	
               
      

            	
              b.

            	
              Document
      References.     The provisions of the SPA,
      the Notes and the Warrants as may be hereby amended, that do not conflict
      with this Agreement shall remain the same and in full force and effect.
      All capitalized terms used herein, unless otherwise defined, shall have
      the meanings ascribed to them under the
Note.

            


    

     

    
      	
               
      

            	
              c.

            	
              Notices.  Any
      and all notices or other communications or deliveries required or
      permitted to be provided hereunder shall be delivered in accordance with
      the SPA

            


    

     

    
      
         


      

      
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              d.

            	
              Amendments; Waivers;
      No Additional Consideration.  No provision of this
      Agreement may be waived or amended except in a written instrument signed
      by the Company and the Investors holding at least a majority in interest
      of the outstanding aggregate principal amount of the Notes.  No
      waiver of any default with respect to any provision, condition or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement hereof, nor shall any delay or
      omission of either party to exercise any right hereunder in any manner
      impair the exercise of any such
right.

            


    

     

    
      	
               
      

            	
              e.

            	
              Successors and
      Assigns.  This Agreement shall be binding upon and inure
      to the benefit of the parties and their successors and permitted
      assigns.

            


    

     

    
      	
               
      

            	
              f.

            	
              No Third-Party
      Beneficiaries. This Agreement is intended for the benefit of the
      parties hereto and their respective successors and permitted assigns and
      is not for the benefit of, nor may any provision hereof be enforced by,
      any other Person.

            


    

     

    
      	
               
      

            	
              g.

            	
              Governing
      Law.  This Agreement shall be governed by and be
      construed in accordance with the laws of the State of New York without
      regard to the conflicts of law rules of such state.  Each of the
      Company and the Investors hereby irrevocably and unconditionally submits,
      for itself and its property, to the jurisdiction of the Supreme Court of
      the State of New York sitting in New York County and of the United States
      District Court for the Southern District of New York, and any appellate
      court from any thereof, in respect of actions brought against it as a
      defendant, in any action, suit or proceeding arising out of or relating to
      this Agreement, or for recognition or enforcement of any judgment, and
      each of the parties hereto hereby irrevocably and unconditionally agrees
      that all claims in respect of any such action, suit or proceeding may be
      heard and determined in such courts.  Each of the parties hereto
      agrees that a final judgment in any such action, suit or proceeding shall
      be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law. The Company and the
      Investors hereto irrevocably and unconditionally waives, to the fullest
      extent it may legally and effectively do so, any objection which it may
      now or hereafter have to the laying of venue of any action, suit or
      proceeding arising out of or relating to this Agreement, or in any court
      referred to above.  Each of the parties hereby irrevocably
      waives, to the fullest extent permitted by law, the defense of an
      inconvenient forum to the maintenance of such action, suit proceeding in
      any such court and waives any other right to which it may be entitled on
      account of its place of residence or
domicile.

            


    

     

    
      	
               
      

            	
              h.

            	
              Execution.  This
      Agreement may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party and
      delivered to the other party, it being understood that both parties need
      not sign the same counterpart.

            


    

     

    
      	
               
      

            	
              i.

            	
              Severability.  If
      any provision of this Agreement is held to be invalid or unenforceable in
      any respect, the validity and enforceability of the remaining terms and
      provisions of this Agreement shall not in any way be affected or impaired
      thereby and the parties will attempt to agree upon a valid and enforceable
      provision that is a reasonable substitute therefor, and upon so agreeing,
      shall incorporate such substitute provision in this
    Agreement.

            


    

     

    
      
         


      

      
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              j.

            	
              Independent Nature of
      Investors’ Obligations and Rights.  The obligations of
      each Investor hereunder are several and not joint with the obligations of
      any other Investor, and no Investor shall be responsible in any way for
      the performance of the obligations of any other Investor
      hereunder.  The decision of each Investor to purchase Securities
      pursuant hereto has been made by such Investor independently of any other
      Investor.

            


    

     

    [Signature
Page Follows]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      	 
      	
              Asia
      Cork Inc.

            
	 
      	 
      	 
      
	 
      	
              By: 

            	
              /s/ Pengcheng
      Chen_________________________

            
	 
      	
              Name:  Pengcheng
      Chen

            
	 
      	
              Title:
      President

            


    

    


    [Remainder
of Page Intentionally Left Blank; Signature Page for Investors
Follows]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              IDAHOCORK,
      LLC

            
	 
      	 
      	 
      
	 
      	
              By: 

            	
              /s/ Gary Hawkins

            
	 
      	 
      	
              Name:
      Gary Hawkins

            
	 
      	 
      	
              Title:  Manager

            


    


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      	 
      	
              ANCORA
      GREATER CHINA FUND, LP

            
	 
      	 
      	 
      
	 
      	
              By: 

            	
              John Micklitsch

            
	 
      	 
      	 
      
	 
      	
              Name:  Jon
      Micklitsch

            


    


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      
        
          
            	 	
                    PIPE
      EQUITY PARTNERS, LLC

                  
	 	 
      	 
      
	 	
                    By: 

                  	
                    /s Greg Freihofner

                  
	 	 
      	
                    Name:  Greg
      Freihofner

                  
	 	 
      	
                    Title:    Managing
      Partner

                  


          

        

      

    


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      
        	 
      	
                SILVER
      ROCK II LTD.

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                Rima Salam

              
	 
      	
                Name:  Rima
      Salam

              


      

    


    
      
         


      

      
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