AMENDMENT TO CONSULTING AGREEMENT

      This Amendment to the Consulting Agreement ("Amendment"), effective as
April 26, 2005, is entered into by and between NATURAL GAS SYSTEMS, INC., a
Nevada corporation (herein referred to as the "Company"), and LIVIAKIS FINANCIAL
COMMUNICATIONS, INC., a California corporation (herein referred to as the
"Consultant").

                              W I T N E S S E T H:

      WHEREAS, the Company assumed the consulting contract (such agreement is
hereinafter referred to as the "Consulting Contract," attached hereto as Exhibit
A) entered into between the Company's the predecessor in interest, Natural Gas
Systems, Inc., a Delaware corporation, and Consultant on September 23, 2003
concerning the engagement of Consultant as an investor relations firm; and

      WHEREAS, the term of the Consulting Contract has now expired and the
parties wish to amend the Consulting Contract so that Consultant shall continue
to provide its investor relations services and the Company has agreed to provide
additional consideration;

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

      1.    All references to "Company" contained in the Consulting Contract
            shall be deemed to mean Natural Gas Systems, Inc., a Nevada
            corporation.

      2.    Section 1 of the Consulting Contract is amended and restated in its
            entirety, effective as of the date hereof, to provide as follows:

                  "Term of Consultancy. The Company hereby agrees to retain the
                  Consultant to act in a consulting capacity to the Company, and
                  the Consultant hereby agrees to provide services to the
                  Company commencing on May 2, 2005, and ending one year later
                  (the "Term)."

      4.    Section 4(a) of the Consulting Contract is amended and restated in
            its entirety, to provide as follows:

                  "Purchase of Common Stock. For undertaking this engagement,
                  the Company agrees to issue to the Consultant One Hundred
                  Twenty Thousand (120,000) shares of the Company's common
                  stock("Common Stock"), which shall be subject to monthly
                  vesting, pursuant to the Stock Grant Agreement, attached
                  hereto as Exhibit B (the "Stock Grant Agreement") and of even
                  date herewith."


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      5.    A new Section 4(d) is hereby added to the Consulting Contract, to
            provide as follows:

            "Monthly Fee. During the Term hereof, Company shall pay Consultant a
            monthly fee of $5,000.00 ("Monthly Fee"), payable monthly in
            arrears, starting May 31, 2005."

      6.    Section 9 of the Consulting Contract is amended and restated in its
            entirety, to provide as follows:

            "Termination. This Agreement shall become effective as of the date
            listed above and shall continue in full force and effect until the
            expiration of the Term, unless terminated sooner in accordance with
            the express provisions of this Section 9. The Company may terminate
            this Agreement at any time, with or without Cause upon 5 days prior
            notice. For the purposes of this Agreement, "Cause" is defined under
            the Stock Grant Agreement. In the event the Company terminates this
            Agreement for Cause, the Company's obligations to pay further
            compensation of under this Agreement or the Stock Grant Agreement
            shall cease. In the event the Company terminates this Agreement for
            any reason other than Cause, only the Company's obligation to pay
            the Monthly Fee shall terminate, and the Consultant shall continue
            to vest shares under the terms and conditions of the Stock Grant
            Agreement.

      7.    Except to the extent modified hereby, the Consulting Contract shall
            remain in full force and effect.

      8.    This Amendment shall be binding upon and inure to the benefit of the
            parties and their successors and assigns.


      IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date and year first referenced above.


"The Company"                       NATURAL GAS SYSTEMS, INC.

Date:                               By: _____________________________
                                    Robert Herlin, President



"The Consultant"                    LIVIAKIS FINANCIAL COMMUNICATIONS, INC.

Date:                               By: ______________________________
                                    John Liviakis, President



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