RETURN TO TREASURY AGREEMENT

THIS AGREEMENT is made as of the 6th day of December, 2005

BETWEEN:

          COVENTURE  INTERNATIONAL  INC., a corporation  formed  pursuant to the
          laws of the  State of  Delaware  and  having an  office  for  business
          located at 118 First  Avenue West,  Suite 206, PO Box 1900,  Cochrane,
          Alberta Canada T4C 1

          (the "Company")

AND:

          JOHN  HROMYK,  an  individual  having an address  located at 118 First
          Avenue West, Suite 206, PO Box 1900, Cochrane, Alberta Canada T4C 1

                  (the "Shareholder").


WHEREAS:

A.      The  Shareholder is the  registered  and  beneficial  owner of 5,971,178
shares of the Company's common stock.

B.      The Company  has entered  into an Share  Purchase  Agreement  with Xi'an
Xilan  Natural  Gas Co.,  Ltd.,  a company  formed  pursuant  to the laws of the
People's   Republic  of  China,   and  certain  other  parties  (the   "Purchase
Agreement").

C.      As a condition to the aforementioned Purchase Agreement, the Shareholder
has agreed to return the  5,971,178  shares of the  Company's  common stock (the
"Surrendered  Shares")  held by him to the  treasury of the Company for the sole
purpose of the Company retiring the Surrendered Shares.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and sum of $1.00 now paid by the  Company to the  Shareholder,  the  receipt and
sufficiency whereof is hereby  acknowledged,  the parties hereto hereby agree as
follows:

Surrender of Shares

1.      The Shareholder  hereby surrenders to the Company the Surrendered Shares
by  delivering  to the  Company  herewith a share  certificate  or  certificates
representing  the  Shares,  duly  endorsed  for  transfer  in blank,  signatures
medallion   guaranteed.   The  Company  hereby  acknowledges  receipt  from  the
Shareholder of the certificates for the sole purpose of retiring the Surrendered
Shares.

Retirement of Shares

2.      The Company agrees,  subject to section 3 hereof, to forthwith after the
closing of the Merger  Agreement to retire the  Surrendered  Shares  pursuant to
ss.243 of the Delaware General Corporation Law.





Condition Precedent

3.       Notwithstanding  any other  provision  herein,  in the  event  that the
transactions  contemplated  by the Purchase  Agreement do not close on or before
the  deadline  set  forth  is said  Purchase  Agreement,  this  Agreement  shall
terminate  and  the  Company  shall  forthwith  return  to the  Shareholder  the
certificates representing the Surrendered Shares.

Representations and Warranties

     4. The  Shareholder  represents  and warrants to the Company that it is the
owner of the Surrendered Shares and that it has good and marketable title to the
Surrendered  Shares  and that the  Surrendered  Shares are free and clear of all
liens, security interests or pledges of any kind whatsoever.

General

5.      Each of the parties  will  execute and  deliver  such  further and other
documents  and do and perform such further and other acts as any other party may
reasonably  require to carry out and give effect to the terms and  intention  of
this Agreement.

6.      Time is expressly declared to be the essence of this Agreement.

7.      The provisions  contained  herein  constitute the entire agreement among
the  Company  and the  Shareholder  respecting  the  subject  matter  hereof and
supersede all previous communications,  representations and agreements,  whether
verbal or written,  among the Company and the  Shareholder  with  respect to the
subject matter hereof.

8.      This  Agreement  will enure to the  benefit  of and be binding  upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.

9.      This  Agreement is not assignable  without the prior written  consent of
the parties hereto.

10.     This  Agreement   may be executed  in  counterparts,  each of which when
executed  by any  party  will be  deemed  to be an  original  and  all of  which
counterparts  will together  constitute one and the same Agreement.  Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided  that  originally  executed  counterparts  are delivered to the parties
within a reasonable time thereafter.

IN WITNESS WHEREOF the parties have executed this Agreement  effective as of the
day and year first above written.


                                            COVENTURE INTERNATIONAL INC.



                                            By: /s/ MINQING LU
                                            -------------------------
                                            Minqing Lu,
                                            Chief Executive Officer



                                            /s/ JOHN HROMYK
                                            --------------------------
                                            John Hromyk