Dolce Ventures, Inc
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>56
<FILENAME>v052047_ex10-2.txt
<TEXT>

                            STOCK PURCHASE AGREEMENT

      This Stock Purchase  Agreement (this "Agreement") is made and entered into
as of August  24,  2006 by and  among  the  persons  listed  under  the  heading
"Shareholders"  on the signature page hereto  (collectively,  the "Sellers") and
Gas  Investment  China  Co.,  Ltd.,  a company  organized  under the laws of the
British Virgin Islands("Purchaser").

      WHEREAS,  Sellers are the sole record and beneficial owners of Seventy Two
Million Five Hundred Sixty Nine Thousand  Seven Hundred Sixty Four  (72,569,764)
shares of $.001 par value per share common stock of Dolce Ventures, Inc., a Utah
corporation  (the "Company") and wish to sell all of those shares (the "Stock");
and

      WHEREAS, Purchaser wishes to purchase Stock from Sellers in a private sale
that is not part of a distribution or public offering;

      NOW, THEREFORE, in the parties hereto agree as follows:

1.    Agreement to Purchase  and Sell the Stock.  Sellers will sell to Purchaser
      and  Purchaser  agrees to purchase  the Stock for a purchase  price of Six
      Hundred Seventy Five Thousand Dollars ($675,000)(the  "Purchase Price") in
      a  private  sale  exempt  from  registration  under  Section  4(1)  of the
      Securities Act of 1933, as amended (the "Act").

2.    Closing And Payment.  Subject to the terms and conditions  hereof,  and in
      reliance  upon the written  representations  and  warranties of Purchaser,
      Sellers will sell and, subject to the terms and conditions  hereof, and in
      reliance  upon the  written  representations  and  warranties  of Sellers,
      Purchaser will purchase, at a single closing, the Stock. The closing shall
      be held on September 7, 2006,  or such other date as the Parties may agree
      (the "Closing  Date"),  at the offices of Guzov  Ofsink,  LLC, 600 Madison
      Avenue,  14th  Floor,  New York,  new York 10022 (the  "Closing").  At the
      Closing,  Sellers will deliver to Purchaser  original  stock  certificates
      evidencing  the Stock to be purchased  hereunder,  along with stock powers
      executed  in blank.  At the  Closing,  Purchaser  will  deliver  to Joseph
      Passalaqua,  as  agent  for  all  Sellers,  the  Purchase  Price,  by wire
      transfer, cashier's check, or by such other means as the parties may agree
      upon in writing.

3.    Representations  and Warranties of Sellers.  Sellers hereby  represent and
      warrant to Purchaser  that the  statements in the following  paragraphs of
      this Section 3 are all true and  complete as of the date hereof,  and will
      be true and complete as of the Closing Date as if first made on such date.

      3.1   Authority;  Due  Authorization.  This  Agreement  has been  duly and
            validly  executed and  delivered by Sellers,  and upon the execution
            and delivery by Purchaser of this  Agreement and the  performance by
            Purchaser of its obligations herein, will constitute, a legal, valid
            and binding  obligation of Sellers  enforceable  against  Sellers in
            accordance with its terms, except as such enforcement may be limited
            by bankruptcy or insolvency laws or other laws affecting enforcement
            of creditors' rights or by general principles of equity.


                                       1
<PAGE>

      3.2   No  Conflicts.  The  execution  and  delivery  by  Sellers  of  this
            Agreement  does  not,  and  the  performance  by  Sellers  of  their
            obligations  under  this  Agreement  and  the  consummation  of  the
            transactions  contemplated  hereby will not, conflict with or result
            in a  violation  or  breach  of  any  of the  terms,  conditions  or
            provisions of any other agreement to which Sellers are a party.

      3.3   Title to  Securities.  Sellers  are the sole  record and  beneficial
            owner  of  the  Stock  and  have  sole  managerial  and  dispositive
            authority  with  respect to the Stock.  Sellers have not granted any
            person a proxy with  respect  to the Stock  that has not  expired or
            been  validly  withdrawn.  The sale  and  delivery  of the  Stock to
            Purchaser  pursuant to this Agreement  will vest in Purchaser  legal
            and valid title to the Stock, free and clear of all liens,  security
            interests,  adverse  claims or other  encumbrances  of any character
            whatsoever  ("Encumbrances")  (other  than  Encumbrances  created by
            Purchaser and restrictions on resales of the Shares under applicable
            securities laws).

      3.4   Valid  Issuance.  The Common Stock being  purchased by the Purchaser
            hereunder is, and shall be at the Closing,  duly and validly issued,
            fully paid, and non-assessable and in each instance have been issued
            in  accordance  with the  registration  requirements  of  applicable
            securities laws, including,  without limitation,  the Securities Act
            of 1933, as amended (the "Act"), or valid exemptions therefrom.

      3.5   Corporate  Documents.  Copies of the Company's  current  articles of
            incorporation,  all amendments  thereto,  and bylaws, as of the date
            hereof,  other than a  Certificate  of  Correction  filed in August,
            2006,  have been filed as exhibits  to the  Company's  reports  (the
            "Filings") with the Securities and Exchange Commission ("SEC").

      3.6   The Company.  The Company,  and its  subsidiaries,  are corporations
            duly  incorporated,  validly existing and in good standing under the
            laws of its jurisdiction of incorporation.

      3.7   Capitalization of the Company. Immediately prior to the Closing, the
            authorized  capital stock of the Company shall consist of a total of
            250,000,000  (two hundred  fifty  million)  shares of Common  Stock,
            $.001 par value (the "Common  Stock"),  and 100,000,000 (one hundred
            million)  shares of Preferred  Stock,  $.001 par value.  Immediately
            prior to the  Closing  there  will be no shares of  preferred  stock
            outstanding  and no more than  100,770,140  shares  of Common  Stock
            outstanding.  There are no  commitments  to issue,  and there are no
            outstanding  warrants,  options,  convertible  securities  or  debt,
            preferred stock, or any other securities.  In addition, there are no
            conversion  or  exchange  privileges,  preemptive  rights,  or other
            rights or agreements  to purchase or otherwise  acquire or issue any
            securities   of  the   Company,   and  there  is  no   agreement  or
            understanding between any persons and/or entities,  which affects or
            relates to the voting or giving of written  consents with respect to
            any  security  of  the  Company  or  any   instrument   or  security
            exercisable or exchangeable for, or convertible into any security of
            the Company.


                                       2
<PAGE>

      3.8   Subsidiaries.  Other than as set forth in the  Filings,  the Company
            does not own,  directly or  indirectly,  any capital  stock or other
            equity  securities of any other  corporation,  partnership,  limited
            liability  company,  association or other business entity other than
            as set forth in the Filings. The Company is not a participant in any
            joint venture, partnership or similar arrangement.

      3.9   Financial  Statements.  The Company's financial statements contained
            in its Filings (the  "Financial  Statements")  have been prepared in
            accordance with U.S. GAAP applied on a consistent  basis  throughout
            the periods indicated and with each other, except that the unaudited
            Financial  Statements do not contain all footnotes  required by U.S.
            GAAP.  The  Financial   Statements   fairly  present  the  financial
            condition and operating  results of the Company as of the dates, and
            for the periods, indicated therein, subject to normal year-end audit
            adjustments.  Except as set forth in the Financial  Statements,  the
            Company has no material liabilities  (contingent or otherwise).  The
            Company is not a guarantor or indemnitor of any  indebtedness of any
            other person,  firm or corporation.  The Company  maintains and will
            continue to maintain a standard system of accounting established and
            administered in accordance with U.S. GAAP until Closing.

      3.10  No  Conflicts.  Neither  the  Company,  nor  any  subsidiary,  is in
            violation of, in conflict with, in breach of or in default under any
            term or  provision  of,  and no  right of any  party to  accelerate,
            terminate,  modify or cancel has come into existence  under, (i) its
            articles of incorporation or by-laws (each as may have been amended,
            supplemented or restated), (ii) any provision of any judgment, writ,
            injunction,  decree or order to which the any of them is a party; or
            (iii) any law,  statute,  rule or  regulation  applicable  to any of
            them.

      3.11  Litigation.  There is no action,  suit,  proceeding or investigation
            pending or, to the best knowledge of Sellers,  currently  threatened
            against the Company or any  subsidiary  that may affect the validity
            of this  Agreement  or the right of the  Sellers  to enter into this
            Agreement or to consummate  the  transactions  contemplated  hereby.
            There is no action, suit, proceeding or investigation pending or, to
            the best  knowledge  of Sellers,  currently  threatened  against the
            Company  or its  subsidiaries,  before any court or by or before any
            governmental body or any arbitration board or tribunal, nor is there
            any judgment, decree, injunction or order of any court, governmental
            department,   commission,   agency,  instrumentality  or  arbitrator
            against the Company or any of its subsidiaries.  The Company and its
            subsidiaries  are not a party or  subject to the  provisions  of any
            order,  writ,  injunction,  judgment  or  decree  of  any  court  or
            government  agency or  instrumentality.  There is no  action,  suit,
            proceeding  or  investigation  by  the  Company  or  any  subsidiary
            currently pending or which the Company intends to initiate. When any
            reference to the  "knowledge" or "best  knowledge" of the Company or
            Sellers  is  made in this  Agreement,  such  terms  shall  mean  the
            knowledge  that would be gained  from due  inquiry  into the matters
            referenced.


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<PAGE>

      3.12  Brokers'  Fees and  Commissions.  Neither the Company nor any of its
            officers,   directors,    employees,    stockholders,    agents   or
            representatives,  nor Seller have  employed any  investment  banker,
            broker,  or finder in connection with the transactions  contemplated
            by this  Agreement and no such person or entity is entitled to a fee
            with respect to the  transactions  contemplated  by this  Agreement,
            except that Sellers are  obligated to pay a commission of $75,000 to
            Belmont Partners, LLC from the Purchase Price.

      3.13  Securities  Laws.  The Company has  complied  in all  respects  with
            applicable federal and state securities laws, rules and regulations,
            including the Sarbanes  Oxley Act of 2002,  as such laws,  rules and
            regulations apply to the Company and its securities;  and all shares
            of capital stock of the Company have been issued in accordance  with
            applicable federal and state securities laws, rules and regulations.
            There  are no stop  orders  in  effect  with  respect  to any of the
            Company's securities.

      3.14  Books and Financial  Records.  All the accounts,  books,  registers,
            ledgers,  Board minutes and financial and other material  records of
            whatsoever  kind of each of the  Company and its  subsidiaries  have
            been fully properly and accurately kept and completed;  there are no
            material  inaccuracies  or  discrepancies  of any kind  contained or
            reflected therein; and they give and reflect a true and fair view of
            the financial, contractual and legal position of each company.

      3.15  Employee  Benefit  Plans.  The Company  does not have any  "Employee
            Benefit  Plan" as defined  in the U.S.  Employee  Retirement  Income
            Security Act of 1974 or similar plans under applicable laws.

      3.16  Tax  Returns,  Payments and  Elections.  Each of the Company and its
            subsidiaries  has timely filed all Tax (as defined  below)  returns,
            statements,  reports,  declarations  and other  forms and  documents
            (including,  without  limitation,  estimated Tax returns and reports
            and  material  information  returns  and  reports)  ("Tax  Returns")
            required  pursuant  to  applicable  law to be  filed  with  any  Tax
            Authority  (as defined  below),  all such Tax Returns are  accurate,
            complete  and  correct  in all  material  respects,  and each  Group
            Company has timely  paid all Taxes due.  Each of the Company and its
            subsidiaries  has  withheld or  collected  from each payment made to
            each of its employees,  the amount of all Taxes (including,  but not
            limited to,  United  States  income taxes and other  foreign  taxes)
            required  to be withheld or  collected  therefrom,  and has paid the
            same to the proper Tax  Authority.  For purposes of this  Agreement,
            the following  terms have the following  meanings:  "Tax" (and, with
            correlative meaning,  "Taxes" and "Taxable") means any and all taxes
            including,  without limitation,  (i) any net income,  alternative or
            add-on minimum tax, gross income,  gross  receipts,  sales,  use, ad
            valorem,  transfer,  franchise,  profits,  value  added,  net worth,
            license, withholding, payroll, employment, excise, severance, stamp,
            occupation, premium, property, environmental or windfall profit tax,
            custom, duty or other tax, governmental fee or other like assessment
            or charge of any kind whatsoever,  together with any interest or any
            penalty,  addition to tax or additional amount imposed by any United
            States, local or foreign  governmental  authority or regulatory body
            responsible for the imposition of any such tax (domestic or foreign)
            (a "Tax  Authority"),  (ii) any  liability  for the  payment  of any
            amounts of the type  described  in (i) as a result of being a member
            of an  affiliated,  consolidated,  combined or unitary group for any
            taxable  period or as the result of being a transferee  or successor
            thereof  and (iii) any  liability  for the payment of any amounts of
            the type  described  in (i) or (ii) as a result  of any  express  or
            implied obligation to indemnify any other person.


                                       4
<PAGE>

      3.17  Minute  Books.  The  minute  books  of each of the  Company  and its
            subsidiaries contain a complete summary of all meetings of directors
            and stockholders since the time of incorporation of such company and
            reflect all transactions  referred to in such minutes  accurately in
            all material respects.

      3.18  Labor  Agreements and Actions;  Employee  Compensation.  Neither the
            Company,  nor any of its subsidiaries is bound by or subject to (and
            none of its  assets or  properties  is bound by or  subject  to) any
            written  or  oral,  express  or  implied,  contract,  commitment  or
            arrangement  with any labor union,  and no labor union has requested
            or has sought to represent any of the employees,  representatives or
            agents of any such company.

      3.19  Investment Company.  The Company is not an "investment company" or a
            company "controlled" by an "investment  company," within the meaning
            of the Investment Company Act of 1940, as amended.

      3.20  `34 Act Reports.  To the best knowledge of the Sellers,  none of the
            Company's  Flings,  contains any untrue statement of a material fact
            or omits to state a material fact  necessary to make the  statements
            therein not misleading,  in light of the circumstances in which they
            were made.

      3.21  Material  Agreements.  The Company is not a party to or bound by any
            contracts, including, but not limited to:


                                       5
<PAGE>

            3.21.1 employment, advisory or consulting contract;

            3.21.2 plan providing for employee benefits of any nature;

            3.21.3 lease with respect to any property or equipment;

            3.21.4 contract,  agreement,  understanding  or  commitment  for any
                  future expenditure in excess of $1,000 in the aggregate;

            3.21.5 contract  or  commitment  pursuant  to which it has  assumed,
                  guaranteed,  endorsed,  or  otherwise  become  liable  for any
                  obligation of any other person, entity or organization;

            3.21.6 agreement with any person relating to the dividend,  purchase
                  or sale  of  securities,  that  has not  been  settled  by the
                  delivery or payment of securities  when due, and which remains
                  unsettled upon the date of the Agreement.

      3.22  No  Disagreements  with  Accountants  and  Lawyers.   There  are  no
            disagreements  of  any  kind  presently   existing,   or  reasonably
            anticipated  by the Company to arise,  between the  accountants  and
            lawyers formerly or presently  employed by the Company.  The Company
            is current with respect to fees owed to its accountants and lawyers.

4.    Representations  and Warranties of Purchaser.  Purchaser hereby represents
      and warrants to Sellers that the statements in the following paragraphs of
      this Section 4 are all true and complete as of the date hereof:

      4.1   Exempt Transaction. Purchaser understands that the offering and sale
            of the Stock is intended to be exempt  from  registration  under the
            Act and exempt from  registration or  qualification  under any state
            law.

      4.2   Authorization.  Purchaser  represents  that it has  full  power  and
            authority to enter into this Agreement. This Agreement has been duly
            and  validly  executed  and  delivered  by  Purchaser,  and upon the
            execution  and  delivery  by  Sellers  of  this  Agreement  and  the
            performance by Sellers of their obligations herein, will constitute,
            a legal,  valid and  binding  obligation  of  Purchaser  enforceable
            against  Purchaser  in  accordance  with its  terms,  except as such
            enforcement may be limited by bankruptcy or insolvency laws or other
            laws  affecting  enforcement  of  creditors'  rights  or by  general
            principles of equity.

      4.3   Purchase  for Own  Account.  The Stock to be  purchased by Purchaser
            hereunder  will be  acquired  for  investment  for  Purchaser's  own
            account,  not as a  nominee  or  agent,  and not  with a view to the
            public resale or distribution  thereof, and Purchaser has no present
            intention of selling,  granting any  participation  in, or otherwise
            distributing the same.


                                       6
<PAGE>

      4.4   Investment  Experience.  The Purchaser understands that the purchase
            of the Stock involves substantial risk.

5.    Conditions to Purchaser's Obligations at the Closing.

      5.1   Conditions  to  Each  Closing.  Subject  to the  terms  hereof,  the
            obligation  of the Purchaser to purchase the Stock at the Closing is
            subject to the fulfillment, prior to the Closing to the satisfaction
            of the Purchaser,  of the following conditions,  the waiver of which
            shall not be effective  against  Purchaser  without  written consent
            thereto:

            5.1.1 Representations   and   Warranties   True  and  Correct.   The
                  representations  and  warranties  made by Sellers in Section 3
                  hereof  shall be true and correct and  complete as of the date
                  hereof,  and shall be true and correct and  complete as of the
                  date of the Closing  with the same force and effect as if they
                  had been made on and as of such date.

            5.1.2 Performance of  Obligations.  The Sellers shall have performed
                  and complied with all  agreements,  obligations and conditions
                  contained in this  Agreement that are required to be performed
                  or complied with by it on or before the Closing.

            5.1.3 Securities  Laws.  The  offer  and  sale of the  Stock  to the
                  Purchaser  pursuant to this Agreement shall be exempt from the
                  registration   and/or   qualification   requirements   of  all
                  applicable securities laws.

            5.1.4 Change in Board of Directors and Management. The Sellers shall
                  cause (i) the  current  members of the Board of  Directors  to
                  appoint  Purchaser's  appointees  to the  Board  and to resign
                  their positions on the Company's  Board,  and (ii) the current
                  officers of the Company to resign their  positions as officers
                  of the Company.

            5.1.5 Assumption  of  Liabilities.  Sellers shall cause Pegasus Tel,
                  Inc. ("Pegasus") to assume all liabilities of the Company, and
                  with respect to any liability as of the Closing Date,  whether
                  contingent  or  otherwise,  which was not  assumed  or paid by
                  Pegasus (collectively "Liabilities"), the Sellers hereby agree
                  to  indemnify,  defend  and hold  harmless  Purchaser  and the
                  Company from and against any and all claims,  expenses  and/or
                  losses  which may be incurred by the Company or  Purchaser  in
                  connection with a Liability.

            5.1.6 Spinoff.  Sellers  shall  cause the  Company  and its Board of
                  Directors to pass such  resolutions as may be necessary to set
                  a record date for a spinoff of Pegasus which shall be no later
                  than October 15, 2006 and to authorize a spinoff of Pegasus to
                  the  shareholders  of the Company in accordance with SEC Staff
                  Legal  Bulletin No. 4 dated  September 16, 1997 and such other
                  laws and regulations as may be applicable to such  transaction
                  (the "Spinoff").


                                       7
<PAGE>

6.    Conditions to Sellers' Obligations at the Closing.

      6.1   The  obligations of the Sellers under this Agreement with respect to
            the Investor are subject to the fulfillment at or before the Closing
            of the following conditions:

            6.1.1 Representations   and  Warranties.   The  representations  and
                  warranties  of the  Purchaser  contained  in  Section 4 hereof
                  shall be true and correct as of such Closing.

            6.1.2 Payment of Purchase  Price.  Purchaser shall have delivered to
                  the Sellers the Purchase Price.

7.    Seller's Covenants.

      7.1   Spinoff.  By November 15, 2006,  Sellers  shall have taken all steps
            necessary to effect the Spinoff and Sellers  hereby agree to pay all
            expenses necessary to effect the Spinoff, including, but not limited
            to,  attorney's  fees,  transfer  agent  fees  and  filing  fees and
            expenses.  Purchaser  agrees to cause the  Company  to  provide  any
            assistance  reasonably  necessary to effect the Spinoff which cannot
            be performed by Pegasus or Sellers; provided,  however, that neither
            Purchaser  nor the  Company  shall  have any  obligation  to pay any
            monies to accomplish the Spinoff.

8.    Indemnification.

      8.1   Sellers shall indemnify and hold  Purchasers,  the Company and their
            affiliates,  officers, directors,  employees, agents, successors and
            assigns  harmless  from  and  against  any  claim,   action,   suit,
            proceeding,  loss, liability, damage or expense (including,  without
            limitation,  reasonable  attorneys'  fees),  directly or  indirectly
            arising from or related to any breach by Sellers of this  Agreement,
            including, but not limited to, Sellers' representations,  warranties
            or covenants  hereunder.  Each Seller's  liability  pursuant to this
            indemnification  provision shall be apportioned  based on the number
            of Shares  sold to  Purchaser  as  compared  to the total  number of
            Shares sold to Purchaser.

      8.2   Purchaser shall indemnify and hold Sellers harmless from and against
            any claim,  action, suit,  proceeding,  loss,  liability,  damage or
            expense (including, without limitation,  reasonable attorneys' fees)
            directly  or  indirectly  arising  from or  related to any breach by
            Purchaser  of  this  Agreement,   including,  but  not  limited  to,
            Purchaser's representations, warranties or covenants hereunder.


                                       8
<PAGE>

9.    General Provisions.

      9.1   Successors  and Assigns.  The terms and conditions of this Agreement
            shall  inure to the  benefit of and be binding  upon the  respective
            successors and assigns of the parties.

      9.2   Governing Law; Jurisdiction. Any dispute, disagreement,  conflict of
            interpretation   or  claim  arising  out  of  or  relating  to  this
            Agreement, or its enforcement,  shall be governed by the laws of the
            State of New York.  Sellers and  Purchaser  hereby  irrevocably  and
            unconditionally  submit,  for themselves and their property,  to the
            nonexclusive  jurisdiction  of the Supreme Court of the State of New
            York  sitting in New York County and of the United  States  District
            Court of the Southern  District of New York, and any appellate court
            from any  thereof,  in any action 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
            or proceeding may be heard and determined in such New York State or,
            to the extent  permitted by law, in such Federal court.  Each of the
            parties  hereto  agrees that a final  judgment in any such action 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. Each party hereby  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 suit,  action or proceeding  arising out of or relating
            to this  Agreement  in any  court  referred  to  above.  Each of the
            parties  hereto hereby  irrevocably  waives,  to the fullest  extent
            permitted  by law,  the  defense  of an  inconvenient  forum  to the
            maintenance  of such action or  proceeding  in any such court.  Each
            party to this Agreement  irrevocably  consents to service of process
            in the manner provided for notices below.  Nothing in this Agreement
            will  affect  the  right  of any  party to this  Agreement  to serve
            process in any other  manner  permitted  by law.  EACH PARTY  HERETO
            HEREBY WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE  LAW,
            ANY  RIGHT IT MAY HAVE TO A TRIAL  BY JURY IN ANY  LEGAL  PROCEEDING
            DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS AGREEMENT
            OR THE TRANSACTIONS  CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
            TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
            REPRESENTATIVE,   AGENT  OR   ATTORNEY   OF  ANY  OTHER   PARTY  HAS
            REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER PARTY WOULD
            NOT,  IN THE EVENT OF  LITIGATION,  SEEK TO  ENFORCE  THE  FOREGOING
            WAIVER AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO
            HAVE BEEN  INDUCED  TO ENTER INTO THIS  AGREEMENT  BY,  AMONG  OTHER
            THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


                                       9
<PAGE>

      9.3   Counterparts.  This  Agreement  may  be  executed  in  two  or  more
            counterparts,  each of which shall be deemed an original, but all of
            which  together  shall  constitute  one and the  same  agreement.  A
            telefaxed copy of this Agreement shall be deemed an original.

      9.4   Headings.  The headings and captions used in this Agreement are used
            for  convenience  only and are not to be considered in construing or
            interpreting  this  Agreement.  All  references in this Agreement to
            sections, paragraphs, exhibits and schedules shall, unless otherwise
            provided,  refer to sections and paragraphs  hereof and exhibits and
            schedules  attached hereto,  all of which exhibits and schedules are
            incorporated herein by this reference.

      9.5   Costs,  Expenses.  Each  party  hereto  shall  bear its own costs in
            connection  with the  preparation,  execution  and  delivery of this
            Agreement.

      9.6   Amendments  and Waivers.  Any term of this  Agreement may be amended
            and the  observance  of any  term of this  Agreement  may be  waived
            (either   generally   or  in  a   particular   instance  and  either
            retroactively  or  prospectively),  only with the written consent of
            Sellers and the  Purchaser.  No delay or  omission  to exercise  any
            right,  power,  or remedy  accruing to  Purchaser,  upon any breach,
            default or  noncompliance  of Sellers  under  this  Agreement  shall
            impair any such right,  power, or remedy,  nor shall it be construed
            to be a waiver of any such breach, default or noncompliance,  or any
            acquiescence   therein,  or  of  any  similar  breach,   default  or
            noncompliance thereafter occurring. All remedies,  either under this
            Agreement,  by law, or  otherwise  afforded to  Purchaser,  shall be
            cumulative and not alternative.

      9.7   Severability.  If one or more  provisions of this Agreement are held
            to be unenforceable under applicable law, such provision(s) shall be
            excluded from this Agreement and the balance of the Agreement  shall
            be interpreted as if such provision(s) were so excluded and shall be
            enforceable in accordance with its terms.

      9.8   Entire  Agreement.  This  Agreement,  together with all exhibits and
            schedules hereto, constitutes the entire agreement and understanding
            of the  parties  with  respect  to the  subject  matter  hereof  and
            supersedes   any  and  all   prior   negotiations,   correspondence,
            agreements, understandings duties or obligations between the parties
            with respect to the subject matter hereof.

      9.9   Further Assurances.  From and after the date of this Agreement, upon
            the request of the Purchaser or Sellers, Purchaser and Sellers shall
            execute and deliver such instruments, documents or other writings as
            may be  reasonably  necessary  or desirable to confirm and carry out
            and to effectuate fully the intent and purposes of this Agreement.


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<PAGE>

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

GAS INVESTMENT CHINA CO., LTD.

By:____________________________

Title:_________________________

SHAREHOLDERS:

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</TEXT>
</DOCUMENT>
