ESCROW AGREEMENT

         This Escrow Agreement (this "Agreement"), entered into as of May 29,
2008, is by and between HANKERSEN INTERNATIONAL CORP., a Delaware corporation
(the "Company"), certain management shareholders of the Company listed on the
signature page of this Agreement (the "Shareholders" or the "Guarantors") and
Crone Rozynko, LLP (hereinafter referred to as the "Escrow Agent").

                                   BACKGROUND

         The Company has entered into a Securities Purchase Agreement dated as
of the date hereof (the "Securities Purchase Agreement") with the investors
listed on the Schedule of Investors attached to the Securities Purchase
Agreement (the "Investors"). All capitalized terms used but not defined herein
shall have the meanings assigned them in the Securities Purchase Agreement.

         Pursuant to the Securities Purchase Agreement, each Investor has agreed
to purchase from the Company, and the Company has agreed to sell to each
Investor, Company's Convertible Promissory Notes ("collectively, the "Notes").
Under the terms of the Securities Purchase Agreement, certain management
shareholders of the Company are required to deposit shares of the Company (the
"Initial Shares") into escrow and under the terms of the Securities Purchase
Agreement, the Investors are to receive as collateral Shares with a value of
150% of the Investment Amount based upon the VWAP for the 20 trading days
preceding the date hereof. Management or the Company may deposit additional
shares to meet this requirement (the "Additional Shares", and collectively with
the Initial Shares, the "Shares"). The Company, management and the Investors
have agreed to establish an escrow on the terms and conditions set forth in this
Agreement. The Escrow Agent has agreed to act as escrow agent pursuant to the
terms and conditions of this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the promises of the parties and the
terms and conditions hereof, the parties hereby agree as follows:

         1. Appointment of Escrow Agent. The Company hereby appoints the Escrow
Agent as escrow agent to act in accordance with the Securities Purchase
Agreement and the terms and conditions set forth in this Agreement, and the
Escrow Agent hereby accepts such appointment and agrees to act in accordance
with such terms and conditions. The parties may replace the Escrow Agent with a
mutually acceptable Escrow Agent.

         2. Establishment of Escrow. All certificates for Shares to be provided
to the Escrow Agent shall be deposited with the Escrow Agent. Upon an event of
default pursuant to the Note, the Escrow Agent may become the record holder of
the Shares. Escrow Agent is under no obligation to invest any dividends or other
distributions received.

         3. Guaranty and Pledge. (a) Each Shareholder, jointly and severally,
hereby absolutely, unconditionally and irrevocably: (a) guarantees the full and
punctual payment when due of the principal amount of and interest on the Notes,
and (b) indemnifies and holds harmless each Investor for any and all costs and
expenses (including reasonable attorney's fees and expenses) incurred by such

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Investor in enforcing any rights under this Escrow Agreement. This Guaranty
constitutes a guaranty of payment when due and not merely of collection, and the
Guarantors specifically agree that it shall not be necessary or required that
any Investor exercise any right, assert any claim or demand or enforce any
remedy whatsoever against the Company (or any other person) before or as a
condition to the obligations of the Guarantors hereunder. This Guaranty shall in
all respects be a continuing, absolute, unconditional and irrevocable guaranty
of payment, and shall remain in full force and effect until all obligations of
the Company have been paid in full, all obligations of the Guarantors hereunder,
if any, shall have been paid in full and all commitments shall have terminated.
The Shareholders guarantee that the obligations of the Company to fund this
escrow will be paid strictly in accordance with the terms of the Note,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Investor with
respect thereto. The liability of the Shareholders under this Section 3 shall be
absolute, unconditional and irrevocable irrespective of: (a) any lack of
validity, legality or enforceability of the Note or any other loan document; (b)
the failure of any Investor (i) to assert any claim or demand or to enforce any
right or remedy against the Company or any other person under the provisions of
the Note or any loan document or otherwise, or (ii) to exercise any right or
remedy against any other guarantor of, or collateral securing, any obligations
of the Company; (c) any change in the time, manner or place of payment of, or in
any other term of, all or any of the obligations of the Company, or any other
extension, compromise or renewal of any obligation of the Company; (d) any
reduction, limitation, impairment or termination of the obligations of the
Company for any reason, including any claim of waiver, release, surrender,
alteration or compromise, shall not be subject to (and the Shareholders hereby
waive any right to or claim of) any defense or setoff, counterclaim, recoupment
or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any other
event or occurrence affecting, the obligations of the Company, or otherwise; (e)
any amendment to, rescission, waiver, or other modification of, or any consent
to departure from, any of the terms of the Note or other loan document; (f) any
addition, exchange, release, surrender or non-perfection of any collateral, or
any amendment to or waiver or release or addition of, or consent to departure
from, any other guaranty, held by any Investor securing any of the obligations
of the Company; or (g) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, the Company, any
surety or any guarantor. The Shareholders hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the obligations
of the Company and this Guaranty and any requirement that any Investor protect,
secure, perfect or insure any security interest or lien, or any property subject
thereto, or exhaust any right or take any action against the Company, any or any
other Person (including any other guarantor) or entity or any collateral
securing the obligations of the Company.

         (b) Each Shareholder hereby pledges to Investors, and creates in favor
of Investors (and Escrow Agent for the benefit of Investors), a first priority
security interest in (i) all of the rights, title and interest in and to such
Shareholder's Shares; and (ii) all incidental rights with respect to the Shares,
now or hereafter acquired. Such security interest to be perfected by compliance
by the Company depositing the Shares of the Shareholders into this Escrow.

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         4. Receipt.

Subject to Section 7(c) hereof, the Escrow Agent shall have no liability for any
loss resulting from the deposit of the Shares.

         5. Disbursement of the Shares.

                  (a) The Escrow Agent shall continue to hold the Shares
         delivered for deposit hereunder by the Company until the earlier of:
         (1) receipt of a joint written notice from the Company and Investors,
         evidencing payment in full of the Notes ("EXPIRATION NOTICE"), and (2)
         receipt of a written notice from the Investors (A) stating that the
         holders (the "MAJORITY HOLDERS") of a majority in principal amount of
         the Notes has declared the outstanding principal under the Notes and
         all accrued and unpaid interest thereon to be immediately due and
         payable (which notice shall include in reasonable detail the reasons
         therefor) and the Company has failed make such payment, and (B)
         instructing the Escrow Agent to disburse the Shares in accordance with
         Section 5(b) below ("EXERCISE NOTICE"); provided that prior to the
         release of the Shares (i) in the case of a non-monetary default, the
         Escrow Agent shall not have received written notice from any of the
         parties hereto contesting the release of the Shares or (ii) in the case
         of a monetary default, the Escrow Agent shall not have received written
         notice of the commencement of a lawsuit contesting the release of the
         Shares. In the case of either of such events describe in clause (i) or
         (ii) of the preceding proviso, then the Escrow Agent shall continue to
         hold the Shares in accordance with the terms of this Agreement.

                  (b) If the Escrow Agent receives an Expiration Notice prior to
         its receipt of the Exercise Notice, then the Escrow Agent shall return
         the Shares as directed by the Company. If the Escrow Agent receives the
         Exercise Notice prior to an Expiration Notice, then the Escrow Agent
         shall disburse the Shares in accordance with the instructions set out
         in the Exercise Notice. The Exercise Notice will provide instructions
         as to how many Shares, if any, should be delivered to each Investor and
         how many Shares, if any, should be returned to the Company. The Shares
         to be delivered to the Investors as specified in the Exercise Notice
         shall be pro rata based upon the outstanding principal amount of the
         Notes then held by the Investors. The Escrow Agent will not be
         responsible for calculating the number of Shares to be delivered to
         Investors and the Company must look to the Investors and its transfer
         agent to receive share certificates for any excess Shares.

                  (c) This Escrow Agreement shall terminate and be of no further
         force or effect on the earlier of (i) disbursement of all Shares and
         (ii) the second year anniversary of the Closing Date. Upon the
         termination of the Agreement, the Shares shall be returned to the
         Company and the Company shall return the Shares to the record holders.

         6. Interpleader. Should any controversy arise among the parties hereto
with respect to this Agreement or with respect to the right to receive the
Shares, the Escrow Agent shall have the right to consult counsel and/or to
institute an appropriate interpleader action to determine the rights of the
parties. The Escrow Agent is also hereby authorized to institute an appropriate

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interpleader action upon receipt of a written letter of direction executed by
the parties so directing the Escrow Agent. If the Escrow Agent is directed to
institute an appropriate interpleader action, it shall institute such action not
prior to thirty (30) days after receipt of such letter of direction and not
later than sixty (60) days after such date. Any interpleader action instituted
in accordance with this Section 6 shall be filed in any court of competent
jurisdiction in New York, New York, and the portion of the Shares in dispute
shall be deposited with the court and in such event the Escrow Agent shall be
relieved of and discharged from any and all obligations and liabilities under
and pursuant to this Agreement with respect to that portion of the Shares.

         7. Exculpation and Indemnification of Escrow Agent.

                  (a) The Escrow Agent is not a party to, and is not bound by or
         charged with notice of any agreement out of which this escrow may
         arise. The Escrow Agent acts under this Agreement as a depositary only
         and is not responsible or liable in any manner whatsoever for the
         sufficiency, correctness, genuineness or validity of the subject matter
         of the escrow, or any part thereof, or for the form or execution of any
         notice given by any other party hereunder, or for the identity or
         authority of any person executing any such notice or depositing the
         Shares. The Escrow Agent will have no duties or responsibilities other
         than those expressly set forth herein. The Escrow Agent will be under
         no liability to anyone by reason of any failure on the part of any
         party hereto (other than the Escrow Agent) or any maker, endorser or
         other signatory of any document to perform such person's or entity's
         obligations hereunder or under any such document. Except for this
         Agreement and instructions to the Escrow Agent pursuant to the terms of
         this Agreement, the Escrow Agent will not be obligated to recognize any
         agreement between or among any or all of the persons or entities
         referred to herein, notwithstanding its knowledge thereof.

                  (b) The Escrow Agent will not be liable for any action taken
         or omitted by it, or any action suffered by it to be taken or omitted,
         in good faith and in the exercise of its own best judgment, and may
         rely conclusively on, and will be protected in acting upon, any order,
         notice, demand, certificate, or opinion or advice of counsel (including
         counsel chosen by the Escrow Agent), statement, instrument, report or
         other paper or document (not only as to its due execution and the
         validity and effectiveness of its provisions, but also as to the truth
         and acceptability of any information therein contained) which is
         reasonably believed by the Escrow Agent to be genuine and to be signed
         or presented by the proper person or persons. The duties and
         responsibilities of the Escrow Agent hereunder shall be determined
         solely by the express provisions of this Agreement and no other or
         further duties or responsibilities shall be implied, including, but not
         limited to, any obligation under or imposed by any laws of the State of
         New York upon fiduciaries.

                  (c) The Escrow Agent will be indemnified and held harmless by
         the Company from and against any expenses, including reasonable
         attorneys' fees and disbursements, damages or losses suffered by the
         Escrow Agent in connection with any claim or demand, which, in any way,
         directly or indirectly, arises out of or relates to this Agreement or
         the services of the Escrow Agent hereunder; except, to the extent that
         the Escrow Agent is guilty of willful misconduct, fraud or gross
         negligence under this Agreement. For this purpose, the term "attorneys'
         fees" includes fees payable to any counsel retained by the Escrow Agent
         in connection with its services under this Agreement and, with respect
         to any matter arising under this Agreement as to which the Escrow Agent
         performs legal services, its standard hourly rates and charges then in
         effect. Promptly after the receipt by the Escrow Agent of notice of any

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         such demand or claim or the commencement of any action, suit or
         proceeding relating to such demand or claim, the Escrow Agent will
         notify the other parties hereto in writing. For the purposes hereof,
         the terms "EXPENSE" and "LOSS" will include all amounts paid or payable
         to satisfy any such claim or demand, or in settlement of any such
         claim, demand, action, suit or proceeding settled with the express
         written consent of the parties hereto, and all costs and expenses,
         including, but not limited to, reasonable attorneys' fees and
         disbursements, paid or incurred in investigating or defending against
         any such claim, demand, action, suit or proceeding. The provisions of
         this Section 7 shall survive the termination of this Agreement.

         8. Resignation of Escrow Agent. At any time, upon ten (10) days'
written notice to the parties hereto, the Escrow Agent may resign and be
discharged from its duties as Escrow Agent hereunder. As soon as practicable
after its resignation, the Escrow Agent will promptly turn over to a successor
escrow agent appointed by the parties hereto all monies and property held
hereunder upon presentation of a document appointing the new escrow agent and
evidencing its acceptance thereof. If, by the end of the 10-day period following
the giving of notice of resignation by the Escrow Agent, the parties hereto
shall have failed to appoint a successor escrow agent, the Escrow Agent may
interplead the Shares into the registry of any court having jurisdiction.

         9. Records. The Escrow Agent shall maintain accurate records of all
transactions hereunder. Promptly after the termination of this Agreement or as
may reasonably be requested by the parties hereto from time to time before such
termination, the Escrow Agent shall provide the parties hereto, as the case may
be, with a complete copy of such records, certified by the Escrow Agent to be a
complete and accurate account of all such transactions. The authorized
representatives of each of the parties hereto shall have access to such books
and records at all reasonable times during normal business hours upon reasonable
notice to the Escrow Agent.

         10. Escrow Agent Fees. The Company agrees to pay the Escrow Agent a
non-refundable fee of $2,000 per year for its services under this Agreement,
which fee is payable in advance. Any out-of-pocket fees will be payable by the
Company upon invoice.

         11. Attorneys' Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees from the other party (unless such other party is the Escrow
Agent), which fees may be set by the court in the trial of such action or may be
enforced in a separate action brought for that purpose, and which fees shall be
in addition to any other relief that may be awarded.

         12. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given (a) on the date of service if served personally on the party to whom
notice is to be given, (b) on the day of transmission if sent by facsimile/email
transmission to the facsimile number/email address given below, and telephonic
confirmation of receipt is obtained promptly after completion of transmission,
(c) on the day after delivery to Federal Express or similar overnight courier or
the Express Mail service maintained by the United States Postal Service or (d)
on the fifth day after mailing, if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed, return receipt requested, to the party as follows:

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          If to the Escrow Agent:     Crone Rozynko, LLP
                                      101 Montgomery Street, Suite 1950
                                      San Francisco, California 94104
                                      Attention: Mark E. Crone, Esq.
                                      Facsimile: (415) 955-8910

               If to the Company:     Hankersen International Corp
                                      3rd Floor
                                      A Tower of Chuang Xin
                                      No. 72 Second Keji Road
                                      Hi Tech Zone, Xi'an
                                      China



                  With a copy to:     Steven Schuster, Esq.
                                      McLaughlin Stern, LLP
                                      260 Madison Avenue
                                      New York, NY 10016
                                      Fax: (212) 448-0066

             If to the Management
                    Shareholders:     as set forth below

or to such other address and to the attention of such other person as any of the
above may have furnished to the other parties in writing and delivered in
accordance with the provisions set forth above.

         13. Execution in Counterparts; Facsimile Execution. This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Facsimile
execution and delivery of this Agreement is legal, valid and binding for all
purposes.

         14. Assignment and Modification. This Agreement and the rights and
obligations hereunder of any of the parties hereto may not be assigned without
the prior written consent of the other parties hereto. Subject to the foregoing,
this Agreement will be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and permitted assigns. No other
person will acquire or have any rights under, or by virtue of, this Agreement.
No portion of the Shares shall be subject to interference or control by any
creditor of any party hereto, or be subject to being taken or reached by any
legal or equitable process in satisfaction of any debt or other liability of any
such party hereto prior to the disbursement thereof to such party hereto in
accordance with the provisions of this Agreement. This Agreement may be changed
or modified only in writing signed by all of the parties hereto.

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         15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, USA APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN. THE PARTIES EXPRESSLY WAIVE SUCH
DUTIES AND LIABILITIES, IT BEING THEIR INTENT TO CREATE SOLELY AN AGENCY
RELATIONSHIP AND HOLD THE ESCROW AGENT LIABLE ONLY IN THE EVENT OF ITS WILLFUL
MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE. ANY LITIGATION CONCERNING THE SUBJECT
MATTER OF THIS AGREEMENT SHALL BE EXCLUSIVELY PROSECUTED IN THE COURTS OF NEW
YORK COUNTY, NEW YORK, USA, AND ALL PARTIES CONSENT TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THOSE COURTS.

         16. Headings. The headings contained in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.

                            [SIGNATURE PAGE FOLLOWS]


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         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.


The Company:                          HANKERSEN INTERNATIONAL CORP.

                                      By
                                      Name:
                                      Title:  President

Management:
                                      ------------------------------------------
                                      Pengcheng Chen
                                      Address:


                                      Fangshe Zhang
                                      Address:

Escrow Agent:                         CRONE ROZYNKO, LLP

                                      By:
                                      Name: Mark E. Crone
                                      Title: Partner

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