THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES, INCLUDING
THE SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION
THEREOF AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
THESE SECURITIES AND SUCH DISPOSITION IS IN COMPLIANCE WITH APPLICABLE
SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF
COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE COMPANY, THAT AN
EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH DISPOSITION IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


                          HANKERSEN INTERNATIONAL CORP

                           CONVERTIBLE PROMISSORY NOTE


June ____, 2008                                              $__________________

HANKERSEN INTERNATIONAL CORP., a Delaware corporation (together with its
successors and assigns, "ISSUER"), for value received, hereby promises to pay on
the Maturity Date (as defined below) to _________________________ ("NOTEHOLDER")
and its successors, transferees and assigns, by wire transfer of immediately
available funds to an account designated by Noteholder by written notice to
Issuer the principal sum of _________________ Dollars ($_________________) or,
if less, the aggregate unpaid principal amount outstanding on the Maturity Date,
together with interest as provided below in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

         This Note (the "NOTE") is one of a duly authorized issue of Convertible
Promissory Notes of Issuer, in the aggregate principal amount of up to Seven
Hundred Thousand Dollars ($700,000) (the "PROMISSORY NOTES") being offered
together with certain warrants (the "WARRANTS"). The Promissory Notes rank
equally and ratably without priority over one another. No payment, including any
prepayment, shall be made hereunder unless payment, including any prepayment, is
made with respect to the other Promissory Notes in an amount which bears the
same ratio to the then unpaid principal amount of such Promissory Notes as the
payment made hereon bears to the then unpaid principal amount under this Note.

         Issuer agrees to issue to Noteholder or any transferee of Noteholder
from time to time a replacement note or notes in the form hereof and in such
denominations as such Person may request to facilitate such transfers and
assignments. In addition, after delivery of an indemnification agreement in form
and substance satisfactory to Issuer, Issuer also agrees to issue a replacement
note if this Note has been lost, stolen, mutilated or destroyed.

                                      -1-
<PAGE>


         Issuer shall keep at its principal office a register (the "REGISTER")
in which shall be entered the name and address of the registered holder of this
Note and of all transfers of this Note. References to the "NOTEHOLDER" shall
mean the Person listed in the Register as the payee of the Note. The ownership
of this Note shall be proven by the Register. For the purpose of paying
principal and any interest on this Note, Issuer shall be entitled to rely on the
name and address in the Register and notwithstanding anything to the contrary
contained in this Note, no Event of Default shall occur under Section 3(a) or
3(b) if payment of principal and any interest is made in accordance with the
name and address contained in the Register.

         1. CERTAIN DEFINITIONS. The following terms (except as otherwise
expressly provided) for all purposes of this Note shall have the respective
meanings specified below. The terms defined in this Section 1 include the plural
as well as the singular.

                  "AFFILIATE" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common control
with, such Person. For the purposes of this definition, "control" when used with
respect to any Person means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "BUSINESS DAY" means any day except Saturday, Sunday and any
day which is a legal holiday or a day on which banking institutions in the State
of New York are authorized or required by law or other governmental action to
close.

                  "DEFAULT" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "FINANCING" means the consummation of one or more equity
and/or convertible debt financings by the Company with aggregate gross proceeds
of at least Two Million Dollars ($2,000,000) (exclusive of amounts under the
Promissory Notes that are converted into Securities in connection with the
Financing).

                  "FINANCING BASED CONVERSION PRICE" means the lowest cash
purchase price paid for Securities in a Financing. For purposes of computing the
lowest cash purchase price paid for Securities in a Financing (other than a
Variable Rate Transaction),

         (a)      if the Financing consists of (i) shares of common stock, (ii)
                  securities that are convertible into shares of common stock
                  "Convertible Securities"), (iii) securities exchangeable for
                  shares of common stock ("Exchange Securities") or (iv)
                  securities exercisable for shares of common stock ("Warrant
                  Securities"), then, except as otherwise provided below, the
                  Financing Based Conversion Price shall be the lowest of the
                  purchase price for the common stock, the conversion price of
                  the Convertible Securities, the exchange price of the Exchange
                  Securities or the exercise price of the Warrant Securities;

                                      -2-
<PAGE>


         (b)      if the Financing consists of (i) Warrant Securities and/or
                  (ii) Convertible Securities, Exchange Securities or shares of
                  common stock, then no portion of the gross proceeds in such
                  Financing shall be allocated to the Warrant Securities and the
                  purchase price for the Warrant Securities shall be the
                  exercise price thereof; For example if the Company receives
                  $100 of gross proceeds and issues a unit consisting of (i)
                  Warrant Securities to exercisable for 100 shares of common
                  stock with a conversion price of $1.00 per share and (ii) 100
                  shares of common stock, then the Financing Based Conversion
                  Price would be equal to $.50.


         (c)      if the Financing consists of (i) Convertible Securities or
                  Exchange Securities and (ii) shares of common stock, then for
                  purposes of determining the Financing Based Conversion Price,
                  the proceeds of the Financing shall be allocated to the
                  Convertible Securities and Exchange Securities and the
                  conversion price and the exchange price shall be appropriately
                  adjusted downward to reflect the issuance of the shares of
                  common stock in the Financing and no portion of the proceeds
                  from the Financing shall be allocable to the shares of common
                  stock. For example if the Company receives $100 of gross
                  proceeds and issues a unit consisting of (i) $100 of
                  Convertible Securities with a conversion price of $1.00 per
                  share and (ii) 100 shares of common stock, then the Financing
                  Based Conversion Price would be equal to $.50.

                  "MATURITY DATE" means June ____, 2009, or the conversion of
this Note as set forth in Section 6 hereof.

                  "PERSON" means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind.

                  "SECURITIES" means the common stock of the Company.

                   "VARIABLE RATE TRANSACTION" means a transaction in which the
Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive
additional shares of common stock either (A) at a conversion, exercise or
exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for the shares of common stock at any time after the
initial issuance of such debt or equity securities, or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date
after the initial issuance of such debt or equity security or upon the
occurrence of specified or contingent events directly or indirectly related to
the business of the Company or the market for the common stock or (ii) enters
into any agreement, including, but not limited to, an equity line of credit,
whereby the Company may sell securities at a future determined price.

                                      -3-
<PAGE>



         2. PRINCIPAL AND INTEREST.

                  (a) INTEREST. The aggregate outstanding principal balance of
this Note shall bear interest accruing from the date made to the date this Note
shall have been converted or repaid in full at the rate of eighteen percent
(18%) per annum, subject to adjustment as set forth in Section 3 hereof. All
computations of interest payable hereunder shall be on the basis of a 360-day
year and actual days elapsed in the period for which such interest is payable.
Interest shall be due and payable on the Maturity Date.

                  (b) PAYMENT OBLIGATION. No provision of this Note shall alter
or impair the obligations of Issuer, which are absolute and unconditional, to
pay the principal of and interest on this Note at the place, times and rate, and
in the currency herein prescribed, subject to the conversion provisions of this
Note as provided herein.

                  (c) PREPAYMENT. The principal hereunder and all interest
accrued thereon may not be prepaid by the Issuer without the consent of the
holders of at least a majority in interest of the outstanding principal amount
of the Promissory Notes. Any such prepayment shall be without penalty or
premium.

         3. EVENTS OF DEFAULT AND REMEDIES. In case one or more of the following
events (each, an "EVENT OF DEFAULT") (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:

                  (a) default in the payment of all or any part of the principal
of any of this Note as and when the same shall become due and payable, at
maturity, by declaration or otherwise; or

                  (b) default in the payment of all or any part of the interest
on any of this Note as and when same shall become due and payable; or

                  (c) failure on the part of Issuer duly to observe or perform
any other of the covenants or agreements on the part of Issuer contained in this
Note, the warrant issued by the Issuer to the Noteholder in connection
therewith, or the Securities Purchase Agreement by and among the Issuer and the
investors party thereto, including the Noteholder, dated the date of this Note
(the "Transaction Documents") (other than those covered by clauses (a) and (b)
above) for a period of fifteen (15) Business Days after the date on which
written notice specifying such failure, stating that such notice is a "Notice of
Default" hereunder and demanding that Issuer remedy the same, shall have been
given by registered or certified mail, return receipt requested, to Issuer; or

                  (d) failure on the part of Issuer to deposit or cause to be
deposited additional Escrow Shares (as defined in the Securities Purchase
Agreement) within 30 days of the date of the Investor Notice (as defined in the
Securities Purchase Agreement); or (e) Issuer pursuant to or within the meaning
of Title 11, U.S. Code or any similar federal or state law for the relief of
debtors ("BANKRUPTCY LAW"):

                                      -4-
<PAGE>


                           (i) commences a voluntary case or proceeding,

                           (ii) consents to the entry of an order for relief
against it in an involuntary case or proceeding,

                           (iii) consents to the appointment of any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law (a
"CUSTODIAN") of it or for all or substantially all of its property,

                           (iv) makes a general assignment for the benefit of
its creditors, or

                           (v) admits in writing its inability to pay its debts
as the same become due; or

                  (f) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (i) is for relief against Issuer in an involuntary
case,

                           (ii) appoints a Custodian of Issuer or for all or
substantially all of the property of Issuer, or

                           (iii) orders the liquidation of Issuer,

                  and such order or decree remains unstayed and in effect for 30
days;


                  (g) any representation, warranty or other statement in this
Note or any of the other Transaction Documents, shall be false, incorrect,
incomplete or misleading in any material respect when made or furnished and such
misrepresentation relates to an event, fact, occurrence, condition (financial or
otherwise) or operating results in each such case with respect to the Company
taken as a whole; or

                   (h) OTHER PAYMENT OBLIGATIONS. Any indebtedness under any
bonds, debentures, notes or other evidences of indebtedness for money borrowed
(or any guarantees thereof, excluding this Note and the other Transactions
Documents) by Issuer in an aggregate principal amount in excess of $150,000 is
not paid when due either at its stated maturity or upon acceleration thereof,
and such indebtedness is not discharged, or such acceleration is not rescinded
or annulled unless such obligation is due or has been accelerated as a result of
a non-monetary default and the Issuer is in good faith contesting that such
obligation is due; or

                  (i) A final judgment or order for the payment of money in
excess of $150,000 shall be rendered against Issuer and the same shall remain
undischarged for a period of 30 days during which execution shall not be
effectively stayed, or any judgment, writ, assessment, warrant of attachment, or
execution or similar process shall be issued or levied against a substantial
part of the property of Issuer and such judgment, writ, or similar process shall
not be released, stayed, vacated or otherwise dismissed within 30 days after
issue or levy; or

                                      -5-
<PAGE>


                  (j) TRANSACTION DOCUMENTS. Any Transaction Document or any
material term thereof shall cease to be, or be asserted by Issuer not to be, a
legal, valid and binding obligation of Issuer enforceable in accordance with its
terms; or
                  (k) the Financing is prohibited by any governmental authority
in the Peoples' Republic of China or any law or regulation promulgated by such
authority.


then, in each case where an Event of Default occurs, the holders (the "Majority
Holders") of a majority in principal amount of the Promissory Notes, by notice
in writing to Issuer (the "ACCELERATION NOTICE"), may, at their option, declare
the outstanding principal hereunder and under all of the other Promissory Notes
and all accrued and unpaid interest hereon and thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable; PROVIDED that if an Event of Default specified in Section 3(g) or
3(h) occurs, the principal hereunder and under all of the other Promissory Notes
and all accrued and unpaid interest hereon and thereon shall become and be
immediately due and payable without any declaration or other act on the part of
the Noteholder or the Majority Holders.

         The Issuer shall reimburse the Noteholder, on demand, for any and all
costs and expenses, including (but not limited to) reasonable attorney fees and
court costs, incurred by the Noteholder in collecting or otherwise enforcing
this Note or in attempting to do any of the foregoing. During any period in
which an Event of Default has occurred and is continuing, Issuer shall pay
interest on the unpaid principal balance hereof at an aggregate rate per annum
equal to the 24% per annum or the maximum rate permitted by applicable law,
whichever is lower.

         Notwithstanding anything contained herein to the contrary, upon the
Maturity Date, the Noteholder, by notice in writing to Issuer, may, at its
option, declare the outstanding principal hereunder and all accrued and unpaid
interest hereon to become due and payable immediately.

         4. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF
DEFAULT. No right or remedy herein conferred upon or reserved to the Noteholder
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         No delay or omission of the Noteholder to exercise any right or power
accruing upon any Default or Event of Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Default or Event of Default or an acquiescence therein; and
every power and remedy given by this Note or by law may be exercised from time
to time, and as often as shall be deemed expedient, by the Noteholder.

                                      -6-
<PAGE>


         5. WAIVER OF PAST DEFAULTS. The Noteholder may waive in writing any
past Default or Event of Default hereunder and its consequences. In the case of
any such waiver, Issuer and the Noteholder shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Default or Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Note, and the interest rate hereon shall not be deemed
to have increased; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

         6. Conversion.

                  (a) The Noteholder has the right, at the Noteholder's option,
prior to the repayment of the outstanding balance under the Note by Issuer, to
convert all or any portion of the outstanding balance of this Note into
Securities (i) upon the successful completion of a Financing, or (ii) at any
time up to and including the Maturity Date, if the Financing has not occurred
within 12 months of the date hereof. Upon successful completion of a Financing,
the Noteholder shall receive, upon conversion of this Note, or any part thereof
pursuant to the terms of this subsection such whole number of fully paid and
non-assessable shares of the Securities that is equal to the quotient of the
outstanding principal hereunder, divided by fifty percent (50%) of the Financing
Based Conversion Price. In connection with such conversion, the Noteholder shall
receive such non-economic rights as a purchaser and holder of the Securities
issued in the Financing that are no less favorable in the aggregate and in any
single instance than those granted to any other purchaser of such Securities.
Notwithstanding the foregoing, in the event that the Financing constitutes a
Variable Rate Transaction, then the Holder shall not have the right to convert
all or any portion of the outstanding balance of this Note into Securities. In
lieu thereof, the Noteholder shall have the right to convert all of the
outstanding balance of this Note into securities offered in the Financing. If
the Noteholder elects to so convert, then the Noteholder shall receive $2.00 of
securities in such Financing for each $1.00 converted pursuant to this Note.
Upon such conversion, the Noteholder shall surrender all of the Warrants
received upon the purchase of this Note.

                  (b) OPTIONAL. If a Financing has not occurred within 12 months
of the date hereof, the outstanding principal hereunder PLUS all interest
accrued thereon may, at the Noteholder's option, be converted on the Maturity
Date, into shares of Issuer's equity securities ("COMMON SHARES"), at a
conversion price equal to $0.228 calculated as follows: (x) three hundred
percent (300%) of the Issuer's 2007 audited comprehensive income, divided by (y)
the number of Common Shares outstanding on the date hereof, on a fully-diluted
basis (not including the shares issuable upon conversion of the Promissory Notes
and Warrants), subject to adjustment as set forth in Section 9 of the Warrant
issued to Noteholder on the date hereof. .

                  If the Noteholder opts to convert the principal balance of
this Note and all accrued and unpaid interest hereunder into Common Shares as
aforesaid, the Noteholder shall provide the Issuer with notice of its option to
convert within seven (7) days prior to or 10 Business Days after the Maturity
Date. The Issuer shall not be obligated to issue certificates evidencing the

                                      -7-
<PAGE>

Common Shares upon such conversion unless (i) this Note is either delivered to
the Issuer or its transfer agent, or the Noteholder notifies the Issuer or its
transfer agent that such Note has been lost, stolen or destroyed and executes an
agreement satisfactory to the Issuer to indemnify the Issuer from any loss
incurred by it in connection with such Note and (ii) if applicable, the
Noteholder executes and delivers to the Issuer counterpart signature pages or
joinder agreements to all of the Transaction Documents entered into by other
holders of equity securities of the Issuer. If Noteholder complies with the
immediately preceding sentence, the Issuer shall, as soon as practicable and in
no event more than 3 trading days after the Maturity Date, issue and deliver to
such Noteholder, a certificate or certificates for the Common Shares to which
the Noteholder shall be entitled.

                  (c) CONSENTS. Upon the occurrence of the events specified in
paragraphs (a) and (b) above, the Issuer shall use best efforts to obtain any
and all permits, approvals, consents and amendments and take any and all other
actions necessary to permit the optional conversions described in paragraphs (a)
and (b) above, which conversions shall not be consummated until such permits,
approvals, consents and amendments are obtained.

                  (d) FRACTIONAL SHARES. Upon the conversion of this Note
pursuant to this Section, no fractional shares or scrip representing fractional
shares shall be issued. With respect to any fraction of a share called for upon
the conversion of this Note or any portion hereof, a cash amount equal to such
fraction shall be paid to the Noteholder.

         7. LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Issuer, this Note shall be
entitled to a claim in liquidation before participation by the holders of any
debt subordinate hereto or of any capital stock of the Issuer. The amount of the
claim in liquidation shall equal the face amount of this Note plus an 18%
premium. If upon such liquidation, dissolution, or winding up, the assets
available for distribution among the holders of the Promissory Notes shall be
insufficient to permit the payment of the full amounts of their claims in
liquidation, then the entire assets of the Issuer to be distributed to the
holders of the Promissory Notes shall be distributed pro-rata among the holders
of the Promissory Notes based upon the amounts of their respective claims in
liquidation.

         9. ASSIGNMENT OF NOTE. This Note is transferable or assignable by the
Noteholder or any transferee of the Noteholder provided that such transfer or
assignment is made in compliance with the Securities Act of 1933, as amended,
and any applicable state and foreign securities laws and provided that the
transferee does not request any removal of any existing legends on any
certificate evidencing the Note or securities issuable upon conversion hereof.

         10. MODIFICATION OF NOTE. This Note may be modified with the written
consent of the Issuer and the Majority Holders.

         11. MISCELLANEOUS.

         (a) This Note 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 Issuer and Noteholder 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

                                      -8-
<PAGE>

defendant, in any action, suit or proceeding arising out of or relating to this
Note, 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.
Issuer and Noteholder 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 Note, 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.

         (b) Issuer hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically provided
herein, and assent to extensions of the time of payment, or forbearance or other
indulgence without notice.

         (c) The Section headings herein are for convenience only and shall not
affect the construction hereof. This Note and other Transaction Documents
constitute the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and shall supersede any prior
agreements and understandings between the parties hereto with respect to such
subject matter. The parties agree that this Note shall be deemed to have been
jointly and equally drafting by them, and that the provisions of this Note
therefore should not be construed against a party or parties on the grounds that
such party or parties drafted or was more responsible for the drafting of any
such provision(s).

                            [signature page follows]

                                      -9-
<PAGE>


         IN WITNESS WHEREOF, Issuer has caused this Convertible Promissory Note
to be duly executed as of the date first set forth above.



                                      HANKERSEN INTERNATIONAL, CORP.



                                      By:  _____________________________________
                                           Name:  Pengcheng Chen
                                           Title: President




                                      -10-