CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") dated as of August 8, 2006
(the "Effective Date"), is by and between Kuhns Brothers, Inc., with offices at
The Farm House, 558 Lime Rock Road, Lime Rock, Connecticut 06039 ("Consultant")
and Dolce Ventures, Inc., a Utah corporation, with offices at 118 Chatham Road,
Syracuse, New York 13203 (the "Company").
RECITALS
A. The Company desires to retain the Consultant for the term set forth in
this Agreement to assure itself of the services of the Consultant, and the
Consultant is willing to be retained by the Company for the term on the terms
and conditions set forth below.
B. The Consultant desires to provide the services under this Agreement and
represents that he is qualified to perform such services.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Retention of the Consultant. Subject to the terms and conditions set
forth in this Agreement, the Company hereby retains the Consultant to perform
the services set forth in this Agreement, and the Consultant accepts this
retention on the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date
and continue for six months from the Effective Date.
3. Scope of Work. The services to be performed by the Consultant under
this Agreement (the "Work") shall consist of providing an introduction to
Beijing Zhong Ran Wei Ye Gas Co., Ltd., an company incorporated under the laws
of the People's Republic of China ("BG"), as well as advice and counseling to
assist the Company in effecting a reverse merger transaction with BG (the
"Work").
4. Compensation and Payment. In consideration of the Work, the Company
shall compensate Consultant as follows, but only in the event that the Company
is successful in completing a reverse merger transaction with BG, its parent or
subsidiary companies or an affiliated company of BG and in raising greater than
$10 million (the "Reverse Merger"): upon the closing of the Reverse Merger,
Consultant shall receive the same convertible preferred stock received by
investors in the Reverse Merger which shall be convertible into 3.1795% of the
Company's common stock following a reverse split.
4.1 Whenever the Company shall propose to file a registration
statement under the Securities Act of 1933, as amended, relating to the public
offering of Company common stock for sale for cash for its own account, or a
re-sale registration statement for the sale of stock held by other shareholders
or by employees or consultants to the Company (a "Registration Statement"), the
Company shall give written notice to Consultant at least fifteen (15) business
days prior to the anticipated filing thereof, specifying the approximate date on
which the Company proposes to file such Registration Statement and the intended
1
method of distribution in connection therewith, and advising the Consultant of
his right to have any or all of the Registrable Securities, as defined below,
then held by Consultant included among the securities to be covered by such
Registration Statement (the "Piggy-Back Rights"). For the purposes of this
Section, "Registrable Securities" shall mean all common stock issuable to
Consultant, upon conversion of any preferred stock issued to it pursuant to the
terms of this Agreement.
5. Independent Contractor. The Consultant agrees to perform his services
hereunder as an independent contractor and not as an employee of the Company,
its subsidiaries or affiliates. The Consultant is not granted any right or
authority or responsibility, expressed, implied or apparent, on behalf of or in
the name of the Company to bind, or act on behalf of, the Company.
6. Modifications. No amendment or modification to this Agreement shall be
effective unless made in writing.
7. Assignment. This Agreement and all of the Consultant's rights, duties
and obligations under this Agreement are personal in nature and shall not be
subcontracted, assigned, delegated or otherwise disposed of by the Consultant
without the prior written consent of the Company.
8. Notice. All notices required under this Agreement shall be deemed given
when sent by overnight courier or registered or certified mail, or when sent by
telecopy, telegraph or other graphic, electronic means and confirmed by
overnight courier or registered or certified mail addressed to the address set
forth in the preamble to this Agreement. Either party shall have the right to
change the address or name of the person to whom such notices are to be
delivered by notice to the other party.
9. Law and Venue. This Agreement shall be governed in all respects by and
construed in accordance with the laws of the State of New York without regard to
conflicts of law provisions. Any litigation between the parties shall be
conducted in the state or federal courts of the State of New York.
10. Waiver of Trial by Jury. The Company and the Consultant hereby
knowingly, voluntarily and intentionally waive the right to a trial by jury with
respect to any litigation based hereon, or arising out of, under or in
connection with this agreement. This provision is a material inducement for the
parties entering into this agreement.
11. Headings. The headings in this Agreement are provided for convenience
of reference only and shall not affect the construction of the text of this
Agreement.
12. Non-Waiver. No waiver of any provision of this Agreement shall be
deemed to be nor shall constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
13. Cumulative Remedies. All rights and remedies of the parties under this
Agreement shall be cumulative, and the exercise of any one right or remedy shall
not bar the exercise of any other right or remedy.
2
14. Severability. If any provision of this Agreement shall be held or
deemed to be invalid, inoperative or unenforceable, such circumstances shall not
affect the validity of any other provision of this Agreement.
15. Survival. The obligations of the parties hereunder which by their
nature survive the termination of this Agreement and/or the completion of the
Work hereunder, shall survive and inure to the benefit of the parties. Those
provisions of this Agreement which provide for the limitation of or protection
against liability shall apply to the full extent permitted by law and shall
survive termination of this Agreement and/or completion of the Work.
16. Complete Agreement. This Agreement constitutes the entire and final
agreement and supersedes all prior and contemporaneous agreements,
representations, warranties and understandings of the parties, whether oral,
written or implied with respect to the subject matter hereof. The inclusion of
this provision has been a material inducement for each of the parties to enter
into this Agreement.
17. Publicity. The Consultant shall not make any public disclosures
regarding the Company, its subsidiaries or affiliates or the project for which
he is performing the Work without the prior approval of the Company.
The parties have executed this Agreement effective as of the day and year
first above written.
DOLCE VENTURES, INC.
By:__________________________
KUHNS BROTHERS, INC.
By:__________________________
3