China Shuangji Cement (PINK:CSGJ)

As an inducement for the Investors to enter into a recent private placement, on November 2, 2010, the Company entered into a Make Good Securities Escrow Agreement with Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”), Wenji Song, the Company’s principal shareholder, and each of the Investors, whereby the Mr. Song agreed to place an aggregate of 1,578,948 shares of common stock (the “Make Good Shares”) in escrow, to be distributed to the Investors on a pro-rata basis in the event the Company fails to achieve certain financial performance thresholds for the 12-month periods ended December 31, 20010 and December 31, 2011 as described below:

Net income from operations, prior to deduction of non-cash items, as determined in accordance with generally accepted accounting principles, and any charges relating to the transaction, including the issuance of the Series A Preferred Stock, Warrants and any other securities issuable pursuant to the Purchase Agreements:

• “2010 Target Number”: $4,119,000
• “2011 Target Number”: $7,500,000