LOCK-UP
      AGREEMENT 

    


    THIS
      AGREEMENT (this "Agreement")
      is
      dated as of September 7, 2006 by and among Dolce Ventures, Inc., a Utah
      corporation (the "Company"),
      and
      the shareholders of the Company listed on Schedule
      A
      attached
      hereto (collectively, the "Shareholders").

    


    WHEREAS,
      to induce the Company and the investors (the “Investors”)
      to
      enter into the Series B Convertible Preferred Stock Purchase Agreement dated
      as
      of the date hereof (the “Purchase
      Agreement”)
      by and
      among the Company and the Investors, the Shareholders have agreed not to sell
      any shares of the Company’s common stock, $0.001 par value per share (the
      "Common
      Stock"),
      that
      such Shareholders presently own or may acquire after the date hereof, except
      in
      accordance with the terms and conditions set forth herein. Capitalized terms
      used herein without definition shall have the meanings assigned to such terms
      in
      the Purchase Agreement.

    


    NOW,
      THEREFORE, in consideration of the covenants and conditions hereinafter
      contained, the parties hereto agree as follows:

    


    1. Restriction
      on Transfer.
      The
      Shareholders hereby agree with the Company that the Shareholders will not offer,
      sell, contract to sell, assign, transfer, hypothecate, pledge or grant a
      security interest in, or otherwise dispose of, or enter into any transaction
      which is designed to, or might reasonably be expected to, result in the
      disposition of (whether by actual disposition or effective economic disposition
      due to cash settlement or otherwise by the Company or any affiliate of the
      Company or any person in privity with the Company or any affiliate of the
      Company), directly or indirectly, any of the shares of Common Stock from the
      period commencing on the Closing Date and expiring on the date that is the
      later
      of one (1) year following the Closing Date or six (6) months following the
      effective date of the registration statement filed by the Company with the
      Securities and Exchange Commission providing for the resale of the shares of
      Common Stock issuable upon conversion of the Preferred Shares and exercise
      of
      the Warrants issued pursuant to the Purchase Agreement (the “Period”);
      provided,
      however,
      that no
      Shareholder shall, during the twelve (12) months following the Period, sell
      more
      than one-twelfth (1/12) of their total holdings of Common Stock or Preferred
      Shares during any one (1) month. 

    


    2. Ownership. During
      the term of this Agreement, the Shareholders shall retain all rights of
      ownership in the Common Stock, including, without limitation, voting rights
      and
      the right to receive any dividends, if any, that may be declared in respect
      thereof.

    


    3. Company
      and Transfer Agent.
      The
      Company is hereby authorized to disclose the existence of this Agreement to
      its
      transfer agent. The Company and its transfer agent are hereby authorized to
      decline to make any transfer of the Common Stock if such transfer would
      constitute a violation or breach of this Agreement and the Purchase Agreement.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Notices.
      All
      notices, demands, consents, requests, instructions and other communications
      to
      be given or delivered or permitted under or by reason of the provisions of
      this
      Agreement or in connection with the transactions contemplated hereby shall
      be in
      writing and shall
      be
      deemed to be delivered and received by the intended recipient as follows: (i)
      if
personally
      delivered, on the business day of such delivery (as evidenced by the receipt
      of
      the personal delivery service), (ii) if mailed certified or registered mail
      return receipt requested, four (4) business days after being mailed, (iii)
      if
      delivered by overnight courier (with all charges having been prepaid), on the
      business day of such delivery (as evidenced by the receipt of the overnight
      courier service of recognized standing), or (iv) if delivered by facsimile
      transmission, on the business day of such delivery if sent by 6:00 p.m. in
      the
      time zone of the recipient, or if sent after that time, on the next succeeding
      business day (as evidenced by the printed confirmation of delivery generated
      by
      the sending party's telecopier machine). If any notice, demand, consent,
      request, instruction or other communication cannot be delivered because of
      a
      changed address of which no notice was given (in accordance with this Section
      4), or the refusal to accept same, the notice, demand, consent, request,
      instruction or other communication shall be deemed received on the second
      business day the notice is sent (as evidenced by a sworn affidavit of the
      sender). All such notices, demands, consents, requests, instructions and other
      communications will be sent to the following addresses or facsimile numbers
      as
      applicable.
      

    


    If
      to the
      Company:

    


    Dolce
      Ventures Inc. 

    N0.18
      Zhong Guan Cun Dong St.

    Haidian
      District

    Beijing,
      China

    Attention:
      Chen Fang

    Tel.
      No.:
      011-86-10-82600527

    Fax
      No.:
      011-010-82600042


    


    With
      copies to: 

     

    GUZOV
      OFSINK, LLC

    600
      Madison Avenue, 14th Floor

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    Tel.
      No.:
      (212) 371-8008, ext. 127

    Fax
      No.:
(212)
      688-7273

    


    and
      to:

    


    Kramer
      Levin Naftalis & Frankel LLP

    1177
      Avenue of the Americas 

    New
      York,
      New York 10036

    Attention:
      Christopher S. Auguste

    Tel
      No.:
      (212) 715-9100

    Fax
      No.:
      (212) 715-8000

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    If
      to any
      of the Shareholders, addressed to such Shareholder at:

     

    c/o
      Dolce
      Ventures Inc. 

    N0.18
      Zhong Guan Cun Dong St.

    Haidian
      District

    Beijing,
      China

    Attention:
      Chen Fang

    Tel.
      No.:
      011-86-10-82600527

    Fax
      No.:
      011-010-82600042

    


    or
      to
      such other address as any party may specify by notice given to the other party
      in accordance with this Section 4.

    


    5. Amendment.
      This
      Agreement may not be modified, amended, altered or supplemented, except by
      a
      written agreement executed by each of the parties hereto. 

    


    6. Entire
      Agreement.
      This
      Agreement
      contain
      the entire understanding and agreement of the parties relating to the subject
      matter hereof and supersedes all prior and/or contemporaneous understandings
      and
      agreements of any kind and nature (whether written or oral) among the parties
      with respect to such subject matter, all of which are merged
      herein.

    


    7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be performed in that
      state, without regard to any of its principles of conflicts
      of laws or other laws which would result in the application of the laws of
      another jurisdiction. This Agreement shall be construed and interpreted without
      regard to any presumption against the party causing this Agreement to be
drafted.
      

    


    8. Waiver
      of Jury Trial.
      EACH OF
      THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
      BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
      UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
      OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE
      FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT
      OF NEW YORK WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
      AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
      OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH DISTRICT, AND AGREES THAT SERVICE
      OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH SUIT, ACTION
      OR OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION 4.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9. Severability.
      The
      parties agree that if any provision of this Agreement be held to be invalid,
      illegal or unenforceable in any jurisdiction, that holding shall be effective
      only to the extent of such invalidity, illegally or unenforceability without
      invalidating or rendering illegal or unenforceable the
      remaining provisions hereof, and any such invalidity, illegally or
      unenforceability in any jurisdiction
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction. It is the intent of the parties that this Agreement be fully
      enforced to the fullest extent permitted by applicable law.

    


    10. Binding
      Effect; Assignment.
      This
      Agreement and the rights and obligations hereunder may not be assigned by any
      party hereto without the prior written consent of the other parties hereby.
      This
Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns.

    


    11. Headings.
      The
      section headings contained in this Agreement (including, without limitation,
      section headings and headings in the exhibits and schedules) are inserted for
      reference purposes only and shall not affect in any way the meaning,
      construction or interpretation of this Agreement. Any reference to the
      masculine, feminine, or neuter gender shall be a reference to such other gender
      as is appropriate. References to the singular shall include the plural and
      vice
      versa.

     

    12. Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, and all of which, when taken together,
      shall constitute
      one and the same document. This Agreement shall become effective when one or
      more counterparts, taken together, shall have been executed and delivered by
      all
      of the parties.


    


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

    
      	 	 	 
	 	DOLCE
              VENTURES,
              INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            



     

    
      	 	 	 
	 	SHAREHOLDER:
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      A

    


    
      	 	 	
              Shares
                of 

              Preferred
                A Stock

            	 
	
              Eloten
                Group Ltd.

            	 	 	
              6,524,174

            	 
	
              Leading
                King Investment Limited

            	 	 	
              5,384,923

            	 
	
              Zhong
                Zhi Min

            	 	 	
              393,581

            	 
	
              Li
                Shu Wang

            	 	 	
              393,581

            	 
	
              Chen
                Si

            	 	 	
              433,606

            	 
	
              Xiang
                Shu Ying

            	 	 	
              303,160

            	 
	
              Chong
                Shun

            	 	 	
              275,111

            	 
	
              Liu
                Xiao Bing

            	 	 	
              192,546

            	 
	
              Zhuo
                Qing Hui

            	 	 	
              109,981

            	 
	
              Bian
                Shu Kui

            	 	 	
              173,962

            	 
	
              Chen
                Fang

            	 	 	
              65,604

            	 
	
              Shang
                Jian Zhong

            	 	 	
              78,285

            	 
	
              Wang
                Wei Dong

            	 	 	
              33,132

            	 
	
              Total

            	 	 	
              14,361,647