Exhibit
A

 




THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANS-FERRED WITHOUT AN EFFECTIVE REGIS-TRATION THEREOF UNDER SUCH ACT OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASON-ABLY SATISFACTORY TO THE
COR-PORATION AND ITS COUN-SEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.




WARRANT
TO PURCHASE SHARES

OF COMMON
STOCK OF

NATURAL
GAS SYSTEMS, INC







Initial
Number of Shares:  450,000

Exercise
Price:                   
$0.75 per
share

Date of
Grant:           
January
___, 2005

Expiration
Date:        
January
___, 2010




THIS
CERTIFIES THAT, Prospect Energy Corporation, a Maryland corporation, or any
person or entity to whom the inter-est in this Warrant is lawful-ly transferred
( Holder ) is entitled to purchase the above number (as adjust-ed pursuant to
Section 4 hereof) of fully paid and non-assess-able shares of the Common Stock
(the  Shares ) of Natural Gas Systems, Inc., a Nevada corporation (the
 Company), having an Exercise Price as set forth above, subject to the
provi-sions and upon the terms and condi-tions set forth herein and in the
Warrant Agreement dated January __, 2005 (the  Warrant Agreement ). The exercise
price, as adjusted from time to time as provided herein, is referred to as the
 Exercise Price. 




1. Term. The
purchase right represented by this Warrant is exer-cisable, in whole or in part,
at any time commencing on the Date of Grant and ending on the Expiration Date,
after which time the Warrant shall be void.




2. Method
of Exercise; Payment; Issuance of New Warrant. Subject
to Section 1 hereof, the right to purchase Shares repre-sented by this Warrant
may be exercised by Holder, in whole or in part, for the total number of Shares
remaining available for exercise by the surrender of this Warrant (with the
notice of exercise form attached hereto as Exhibit A duly executed) at the
principal office of the Company and by the payment to the Company, by check made
payable to the Company drawn on a United States bank and for United States
funds, or by delivery to the Company of evidence of cancellation of indebtedness
of the Company to such Holder, of an amount equal to the then appli-cable
Exercise Price per share multiplied by the number of Shares then being purchased
or by net exercise pursuant to Section 6 hereof. In the event of any exercise of
the purchase right represented by this War-rant, certificates for the Shares so
purchased shall be promptly delivered to Holder and, unless this Warrant has
been fully exercised or has expired, a new Warrant representing the portion of
the Shares, if any, with respect to which this Warrant shall not then have been
exer-cised shall also be promptly delivered to Holder.




3. Exercise
Price. The
Exercise Price at which this Warrant may be exercised shall be the Exercise
Price, as adjusted from time to time pursuant to Section 4 hereof.




4. Adjustment
of Number of Shares. The
number of
shares and/or class of capital stock purchasable upon exercise of this Warrant
are subject to adjustment as provided in Section 8 of the Warrant
Agreement.























5. Transferability
and Negotiability of Warrant. This
Warrant may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the transferor
and the transferee (includ-ing, without limitation, the delivery of investment
represen-tation letters and legal opinions reasonably satisfactory to the
Company, if reasonably requested by the Com-pany). Subject to the provisi-ons of
this Section 5, title to this War-rant may be transferred in the same
manner as a negotiable instrument transferable by endorsement and
delivery.




6. Net
Exercise. In lieu
of exercising this Warrant for cash, the Holder may elect to exchange this
Warrant for Shares equal to the value of this Warrant by surrender of this
Warrant, together with notice of such election, at the principal office of the
Company, in which event the Company shall issue to the holder a number of Shares
computed using the following formula:




X =
Y
(A-B)

A

Where:




X= the
number of Shares to be issued to the holder.

Y= the
number of Shares to be purchased under this Warrant.

A= value
per share of one Share determined in accordance with Section 2 of the Warrant
Agreement.

B= the
Exercise Price (as adjusted).




7. Registration
Rights. Upon
exercise of this Warrant, the Holder shall have and be entitled to exercise,
together with all other holders of registrable securities possessing  piggy
back  registration rights under that certain Registration Rights Agreement, of
even date herewith and attached hereto as Exhibit
C, between
the Company and the parties who have executed the counterpart signature pages
thereto or are otherwise bound thereby (the  Registration Rights Agreement ),
the rights of registration granted under the Registration Rights Agreement (with
respect to the Shares of Common Stock issuable upon exercise of this Warrant).
By its receipt of this Warrant, Holder agrees to be bound by the Registration
Rights Agreement.




8. Miscellaneous. The
Company cove-nants that it will at all times reserve and keep available, solely
for the purpose of issue upon the exercise hereof, a sufficient number of Shares
to permit the exer-cise hereof in full. Such Shares, when issued in compliance
with the provisions of this Warrant and the Company s Certificate of
Incorporation, will be duly authorized, validly issued, fully paid and
non-assessable. No Holder of this Warrant, as such, shall, prior to the exercise
of this Warrant, be entitled to vote or receive dividends or be deemed to be a
stockholder of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon Holder, as such, any rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate
action, receive notice of meetings, receive dividends or subscription rights, or
otherwise. Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon delivery of an indemnity agreement
reason-ably satisfactory in form and amount to the Company or, in the case of
any such mutila-tion, upon surrender and cancellation of such Warrant, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like date and tenor. The terms and provisions of this Warrant shall inure to
the bene-fit of, and be binding upon, the Company and the Holder hereof and
their respec-tive successors and as-signs. This Warrant shall be governed by and
construed under the laws of the State of Nevada.










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





	Holder:
      
________________________________  	Company:
Natural Gas Systems, a Nevada
      Corporation
	By:
      _____________________________

Name:
      ___________________________ 	By:
      _____________________________

Name:
      ___________________________



     







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NOTICE
OF EXERCISE




TO: NATURAL
GAS SYSTEMS, INC.







1. The
undersigned hereby elects to purchase _________ shares of the Common Stock of
NATURAL GAS SYSTEMS, INC. pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full, together
with all applicable transfer taxes, if any.




2. The
undersigned hereby elects to purchase __________ shares of the Common Stock of
NATURAL GAS SYSTEMS, INC. pursuant to the terms of the attached Warrant on a net
exercise basis in accordance with Section 6.




3. Please
issue a certificate or certificates repre-senting said shares of the Common
Stock in the name of the under-signed or in such other name as is specified
below:











	 	 
      Name:________________________________

      

      Tax
      ID:___________________

      


       

      Address:________________________________

             
      ________________________________

      
             
      ________________________________


      
             
      ________________________________

      
             
      ________________________________

      
Signed:__________________________________



      
Date:___________________




 
















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