WARRANT AGREEMENT

      THIS WARRANT AGREEMENT (this  "Agreement") is made effective as of January
1, 2005 between Natural Gas Systems, Inc., a Nevada corporation (the "Company"),
and Tatum CFO Partners, LLP, a Georgia limited liability partnership ("Holder").

                                 R E C I T A L S

      WHEREAS,  the Company and Holder have entered  into a certain  Amended and
Restated  Tatum  Resources   Agreement,   of  even  date  herewith   ("Resources
Agreement"),  where the Holder has agreed to provide  certain  resources  to the
Company; and

      WHEREAS,  as  partial   consideration  for  Holder's  commitments  in  the
Resources Agreement, the Company proposes to issue to Holder a warrant entitling
the holder thereof to purchase up to TWO HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED
(262,500)  shares of common stock, no par value, of the Company (the "Shares" or
the "Common Stock");

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

                                A G R E E M E N T

      1. Form of Warrant. The warrant to be delivered pursuant to this Agreement
(the "Warrant")  shall be in the form set forth in Exhibit A attached hereto and
made a part hereof.

      2. Right to Exercise  Warrant.  The Warrant may be exercised from the date
of this Agreement until 11:59 P.M.  (Eastern  Standard Time) on the date that is
five (5) years after the date of this Agreement (the "Expiration  Date"). To the
extent the Warrant has not been exercised on or before the  Expiration  Date, it
shall expire.

      The Warrant  shall  entitle its holder to purchase from the Company one or
more Shares,  up to an aggregate of 262,500  (each an "Exercise  Share"),  at an
exercise  price of $0.001 per Share,  subject to  adjustment  as set forth below
("Exercise Price").

      The Company  shall not be required  to issue  fractional  shares of Common
Stock  upon the  exercise  of the  Warrant or to  deliver a  substitute  Warrant
following a partial exercise which evidences fractional shares of capital stock.
In the  event  that a  fraction  of an  Exercise  Share  would,  except  for the
provisions  of this  paragraph 2, be issuable  upon the exercise of the Warrant,
the  Company  shall pay to the Holder  exercising  the Warrant an amount in cash
equal to such fraction  multiplied  by the current  market value of the Exercise
Share.  For  purposes of this  paragraph  2, the current  market  value shall be
determined as follows:

            (a) if the Shares are traded in the over-the-counter  market and not
on any national  securities exchange and not in the NASDAQ Reporting System, the
average of the mean between the last bid and asked prices per share, as reported
by the National  Quotation  Bureau,  Inc., or an equivalent  generally  accepted
reporting  service,  for the last  business  day  prior to the date on which the
Warrant is exercised, or, if not so reported, the average of the closing bid and
asked  prices  for a Share as  furnished  to the  Company  by any  member of the
National  Association of Securities  Dealers,  Inc., selected by the Company for
that purpose;

            (b) if the  Shares  are  listed or traded on a  national  securities
exchange or in the NASDAQ Reporting  System,  the closing price on the principal
national  securities  exchange  on which  they are so listed or traded or in the
NASDAQ Reporting  System,  as the case may be, on the last business day prior to


                                     1 of 4
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the date of the exercise of the Warrant.  The closing price  referred to in this
Clause (b) shall be the last  reported  sales price or, in case no such reported
sale takes place on such day, the average of the reported  closing bid and asked
prices, in either case on the national  securities  exchange on which the Shares
are then listed on in the NASDAQ Reporting System; or

            (c) if no such  closing  price or closing  bid and asked  prices are
available,  as determined in any  reasonable  manner as may be prescribed by the
Board of Directors of the Company.

      3. Mutilated or Missing Warrant Certificates. In case the Warrant shall be
mutilated,  lost,  stolen or destroyed prior to the Expiration Date, the Company
shall issue and deliver,  in exchange and substitution for and upon cancellation
of the  mutilated  Warrant,  or in lieu of and in  substitution  for the Warrant
lost,  stolen or  destroyed,  a new  Warrant of like tenor and  representing  an
equivalent right or interest.

      4.  Reservation of Shares.  The Company will at all times reserve and keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued Shares or its authorized and issued Shares held in its treasury for
the purpose of enabling it to satisfy its  obligation to issue  Exercise  Shares
upon  exercise of the Warrant,  the full number of Exercise  Shares  deliverable
upon the exercise of the Warrant in full.

      The Company  covenants  that all Exercise  Shares which may be issued upon
exercise of the Warrant will be validly  issued,  fully paid and  non-assessable
outstanding Shares of the Company.

      5. Rights of Holder. The Holder shall not, by virtue of anything contained
in this Warrant  Agreement or  otherwise,  prior to exercise of the Warrant,  be
entitled to any right  whatsoever,  either in law or equity, of a stockholder of
the Company,  including without limitation, the right to receive dividends or to
vote or to  consent  or to  receive  notice as a  stockholder  in respect of the
meetings of  stockholders  or the  election of  directors  of the Company of any
other matter.

      6. Investment Intent;  Accredited Investor. Holder represents and warrants
to the Company that Holder is acquiring the Warrant for investment  purposes and
with no present  intention  of  distributing  or  reselling  any  portion of the
Warrant.  Holder  represents  that it is an  "accredited  investor"  within  the
meaning of Rule 501 of Regulation D under the Securities Act (the "Act") and has
executed and delivered the Investment  Representation Statement that accompanies
this Agreement.

      7.  Certificates  to Bear  Legend.  The Warrant  shall bear the  following
legend by which each holder shall be bound:

      "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  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER
      SUCH ACT OR  PURSUANT  TO RULE 144 OR AN  OPINION OF  COUNSEL,  REASONABLY
      SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS
      NOT REQUIRED."

      The Exercise  Shares and the  certificate or  certificates  evidencing any
such Exercise Shares shall bear the following legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT  OF  1933.  THE  SHARES  MAY  NOT BE  SOLD  OR
      TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN OPINION OF COUNSEL
      THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."


                                     2 of 4
<PAGE>

      The Warrant or Exercise  Shares,  as the case may be,  without such legend
shall be issued if such  Warrant  or  Exercise  Shares are sold  pursuant  to an
effective registration statement under the Act or if the Company has received an
opinion from  counsel  reasonably  satisfactory  to counsel for the Company that
such legend is no longer required under the Act.

      8. Adjustment of Number of Shares and Class of Capital Stock  Purchasable.
The number of Exercise Shares and class of capital stock  purchasable  under the
Warrant are subject to adjustment from time to time as set forth in this Section
8.

      (a)   Adjustment for Change in Capital Stock. If the Company:

            (i)   pays a dividend or makes a  distribution  on its Common Stock,
                  in each case, in shares of its Common Stock;

            (ii)  subdivides  its  outstanding  shares  of Common  Stock  into a
                  greater number of shares;

            (iii) combines its outstanding shares of Common Stock into a smaller
                  number of shares; or

            (iv)  makes a  distribution  on its  Common  Stock in  shares of its
                  capital stock other than Common Stock;

then the number and classes of Exercise Shares  purchasable upon exercise of the
Warrant in effect immediately prior to such action shall be adjusted so that the
holder of the Warrant thereafter exercised may receive the number and classes of
shares of  capital  stock of the  Company  which  such  holder  would have owned
immediately  following  such  action if such  holder had  exercised  the Warrant
immediately prior to such action.

            For a dividend or distribution the adjustment shall become effective
immediately  after the  record  date for the  dividend  or  distribution.  For a
subdivision,  combination  or  reclassification,  the  adjustment  shall  become
effective  immediately after the effective date of the subdivision,  combination
or reclassification.

            If after an adjustment the holder of the Warrant upon exercise of it
may receive  shares of two or more classes of capital stock of the Company,  the
Board of Directors of the Company shall in good faith  determine the  allocation
of the adjusted  Exercise  Price between or among the classes of capital  stock.
After such  allocation,  that portion of the Exercise  Price  applicable to each
share of each such  class of  capital  stock  shall  thereafter  be  subject  to
adjustment  on terms  comparable to those  applicable to the Exercise  Shares in
this Agreement.  Notwithstanding the allocation of the Exercise Price between or
among shares of capital stock as provided by this Section 8(a),  the Warrant may
only be exercised in full by payment of the entire  Exercise  Price in effect at
the time of such exercise.

            (b) Consolidation,  Merger or Sale of the Company. If the Company is
a party to a consolidation,  merger or transfer of assets which  reclassifies or
changes its outstanding Common Stock, the successor  corporation (or corporation
controlling the successor  corporation or the Company, as the case may be) shall
by operation of law assume the Company's obligations under this Agreement.  Upon
consummation  of  such  transaction,  the  Warrant  shall  automatically  become
exercisable  for the kind and amount of  securities,  cash or other assets which
the holder of the Warrant would have owned immediately after the  consolidation,
merger or transfer if the holder had  exercised the Warrant  immediately  before
the effective date of such  transaction.  As a condition to the  consummation of
such  transaction,  the Company shall arrange for the person or entity obligated
to issue securities or deliver cash or other assets upon exercise of the Warrant
to, concurrently with the consummation of such transaction, assume the Company's


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<PAGE>

obligations  hereunder  by  executing an  instrument  so  providing  and further
providing  for  adjustments  which  shall  be as  nearly  equivalent  as  may be
practical to the adjustments provided for in this Section 8.

      9.  Successors.  All the covenants and  provisions of this Agreement by or
for the benefit of the Company or Holder  shall bind and inure to the benefit of
their respective successor and assigns hereunder.

      10.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all proposes be deemed to
be an original,  and such counterparts shall together  constitute by one and the
same instrument.

      11.  Notices.  All notices or other  communications  under this  Agreement
shall be in writing and shall be deemed to have been given if  delivered by hand
or  mailed  by  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows: if to the Company: Natural Gas Systems, Inc., Two Memorial
City Plaza,  820  Gessner,  Suite 1340.  Houston,  TX 77024 ,  Attention:  Chief
Executive  Officer,  and to the Holder: at 4501 Circle 75 Parkway,  Ste. A-1164,
Atlanta, Georgia 30339, Attn: Mr. Jerry Lucas.

      Either the  Company or the Holder may from time to time change the address
to which notices to it are to be mailed  hereunder by notice in accordance  with
the provisions of this Paragraph 11.

      12.  Severability.  If for any reason any provision,  paragraph or term of
this  Agreement  is  held  to be  invalid  or  unenforceable,  all  other  valid
provisions  herein  shall  remain  in full  force  and  effect  and  all  terms,
provisions and paragraphs of this Agreement shall be deemed to be severable.

      13.  Governing  Law and  Venue.  This  Agreement  shall be  deemed to be a
contract made under the laws of the State of Texas and for all purposes shall be
governed and construed in accordance with the laws of said State,  except to the
extent that the corporation  law of the State of Nevada  applies,  in which case
the law of Nevada shall govern to that extent. Any proceeding arising under this
Agreement  shall be  instituted  in the courts  (federal  or state) in  Houston,
Texas.

      14.  Headings.  Paragraphs  and  subparagraph  headings,  used  herein are
included  herein  for  convenience  of  reference  only and shall not affect the
construction  of this  Agreement nor constitute a part of this Agreement for any
other purpose.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed, as of the date and year first above written.

 COMPANY                                     HOLDER:
 NATURAL GAS SYSTEMS, INC.                   TATUM CFO PARTNERS, LLP


 By: _________________________________       By: ______________________________
        Robert S. Herlin, President          Name: ____________________________
                                                      Title:___________________
                                             Tax ID: __________________________


                                     4 of 4
<PAGE>

                                    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
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT
TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF
                            NATURAL GAS SYSTEMS, INC


Initial Number of Shares:      262,500
Exercise Price:                $0.001 per share
Date of Grant:                 January 1, 2005
Expiration Date:               January 1, 2010

THIS CERTIFIES  THAT,  TATUM CFO PARTNERS,  LLP, or any person or entity to whom
the interest in this Warrant is lawfully  transferred  ("Holder") is entitled to
purchase the above  number (as  adjusted  pursuant to Section 4 hereof) of fully
paid and non-assessable 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 provisions and upon the terms and conditions set
forth herein and in the Warrant  Agreement  dated January 1, 2005.  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 exercisable, 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  represented 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  applicable
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 Warrant,  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
exercised 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. Reclassification,  Reorganization, Consolidation or Merger. In the case
of any  reclassification of the Shares, or any reorganization,  consolidation or
merger of the Company with or into another  corporation  (other than a merger or
reorganization  with respect to which the Company is the continuing  corporation
and which does not result in any  reclassification of the Shares),  the Company,
or such successor  corporation,  as the case may be, shall execute a new warrant


                                     1 of 6
<PAGE>

providing  that the Holder shall have the right to exercise such new warrant and
upon such exercise to receive,  in lieu of each Share theretofore  issuable upon
exercise of this Warrant, the number and kind of securities,  money and property
receivable upon such reclassification,  reorganization,  consolidation or merger
by a holder of  Shares  for each  Share.  Such new  warrant  shall  provide  for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided  for in this  Section  4  including,  without  limitation,
adjustments  to the  Exercise  Price and to the number of Shares  issuable  upon
exercise of this Warrant. The provisions of this Section 4 shall similarly apply
to successive reclassifications, reorganizations, consolidations or mergers.

      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
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, if reasonably
requested by the Company). Subject to the provisions of this Section 5, title to
this Warrant 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 purchasable 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.  Warrant  Agreement.  This  warrant is being  issued  pursuant  to that
certain Warrant  Agreement of even date herewith  between the initial Holder and
the Company,  and the terms of that Warrant  Agreement  are hereby  incorporated
herein by reference.  To the extent the terms of this Warrant  conflict with the
terms provided for the same in the Warrant  Agreement,  the terms of the Warrant
Agreement shall govern.


                                     2 of 6
<PAGE>

      8. Miscellaneous.  The Company covenants 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 exercise 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  reasonably  satisfactory in form and amount to the Company or, in the
case of any such  mutilation,  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 benefit of, and be binding upon,  the Company and the Holder hereof
and their respective  successors and assigns.  This Warrant shall be governed by
and  construed  under the laws of the State of Texas,  except to the extent that
the corporation law of the State of Nevada would apply, in which case the law of
the State of Nevada shall apply to such extent.

HOLDER:                           COMPANY:
TATUM CFO PARTNERS, LLP           NATURAL GAS SYSTEMS, INC. A NEVADA CORPORATION

By: __________________________    By: _____________________________

Name: ________________________    Robert S. Herlin, President
Title:________________________


                                     3 of 6
<PAGE>

                               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  representing said shares of
the  Common  Stock in the name of the  undersigned  or in such  other name as is
specified  below and,  if this  Notice of  Exercise is for fewer than all shares
that may be purchased under the attached Warrant,  please issue a new Warrant on
the same terms for the unexercised balance in the name of the undersigned.



                                    Name:___________________________________

                                    Tax ID:___________________


                                    Address:________________________________

                                            ________________________________

                                            ________________________________

                                            ________________________________

                                            ________________________________

                                    Signed:__________________________________




                                    Date:___________________


                                     4 of 6
<PAGE>

                       INVESTMENT REPRESENTATION STATEMENT

PURCHASER :  TATUM CFO PARTNERS, LLP
COMPANY   :  NATURAL GAS SYSTEMS, INC.
SECURITY  :  COMMON STOCK
AMOUNT    :  262,500 SHARES
DATE      :  January 1, 2005

      In connection  with the purchase of the  above-listed  Securities,  I, the
Purchaser, represent to the Company the following:

      (a) I am aware of the Company's business affairs and financial  condition,
and have acquired sufficient  information about the Company to reach an informed
and  knowledgeable  decision to acquire the  Securities.  I am purchasing  these
Securities for my own account for  investment  purposes only and not with a view
to,  or for the  resale in  connection  with,  any  "distribution"  thereof  for
purposes of the Securities Act of 1933, as amended ("Securities Act").

      (b) I understand that the Securities  have not been  registered  under the
Securities Act in reliance upon a specific exemption therefrom,  which exemption
depends upon, among other things,  the bona fide nature of my investment  intent
as expressed herein.

      (c) I further  understand  that the Securities  must be held  indefinitely
unless  subsequently  registered under the Securities Act or unless an exemption
from  registration is otherwise  available.  In addition,  I understand that the
certificate  evidencing  the  Securities  will be imprinted  with a legend which
prohibits  the transfer of the  Securities  unless they are  registered  or such
registration  is not  required  in the  opinion  of  counsel  for the  Purchaser
satisfactory to the Company or receipt of a no-action letter from the Securities
and Exchange Commission.

      (d) I am  aware of the  provisions  of Rule  144,  promulgated  under  the
Securities  Act,   which,  in  substance,   permits  limited  public  resale  of
"restricted  securities"  acquired,  directly  or  indirectly,  from the  issuer
thereof (or from an affiliate of such issuer),  in a non-public offering subject
to the satisfaction of certain conditions, if applicable, including, among other
things:  the availability of certain public  information about the Company;  the
resale  occurring  not less than one year after the party has purchased and paid
for the  securities  to be sold;  the sale  being  made  through  a broker in an
unsolicited  "broker's  transaction" or in  transactions  directly with a market
maker (as said term is defined  under the  Securities  Exchange Act of 1934,  as
amended);  and the amount of securities being sold during any three month period
not exceeding the specified limitations stated therein.

      (e) I further  understand  that at the time I wish to sell the  Securities
there may be no public market upon which to make such a sale, and that,  even if
such a public market then exists,  the Company may not be satisfying the current
public  information  requirements of Rule 144, and that, in such event, I may be
precluded  from  selling  the  Securities  under  Rule 144 even if the  one-year
minimum holding period had been satisfied.

      (f) I further understand that in the event all of the requirements of Rule
144 are not satisfied,  registration  under the Securities Act,  compliance with
Regulation A, or some other registration  exemption will be required;  and that,
notwithstanding  the fact that Rule 144 is not  exclusive,  the Staff of the SEC
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rule 144 will  have a  substantial  burden  of  proof  in  establishing  that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk.

Date:  January 1, 2005            TATUM CFO PARTNERS, LLP



                                  By:
                                     ------------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


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