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 pu
