Chadbourn Securities
                                     {LOGO]

                                                               February 13, 2006

Mr. Robert S. Herlin
Chief Executive Officer
NATURAL GAS SYSTEMS, INC.
820 Gesner, Suite 1340
Houston, TX 77024

Dear Bob,

      We are pleased that Natural Gas Systems, Inc. (the "COMPANY") desires to
continue to engage Chadbourn Securities, Inc. ("CHADBOURN") as its nonexclusive
financial advisor to the Company (the "ADVISORY SERVICES"). We look forward to
working with you and your management team, and have set forth below the agreed
upon terms of our involvement. This Agreement shall supersede and terminate any
prior agreements by and between the Company and Chadbourn and any future
obligations between the Parties as of October 31, 2005. This agreement shall be
made retro-active as of December 1, 2005.

1. SCOPE OF ENGAGEMENT

      As discussed, we will undertake certain services on behalf of the Company,
      including:

      (a)   Identifying business opportunities for the Company within its
            strategy;

      (b)   Representing the Company within the finance and investment community
            and maintaining good relations and communications with shareholders
            introduced by Chadbourn to the Company; and

      (c)   Identifying and assisting in the negotiation and placement of
            private equity for the Company (an "EQUITY FUNDING"), special
            purpose vehicle funding (a "SPV FUNDING") and debt/mezzanine
            instruments ("DEBT FUNDING").

2. FEES AND EXPENSES.

      For our services hereunder, the Company will pay to Chadbourn the
      following fees as earned.

      (a)   FINANCING ADVISORY SERVICES ORIGINATED BY CHADBOURN. In the event
            that Chadbourn or its subsidiary(s) directly originates or provides
            an accepted Equity Funding, SPV Funding or Debt Funding, the Company
            shall pay to Chadbourn from net proceeds received by the Company at
            closing(s) the following, which shall include any amounts owed to
            other third party intermediaries affiliated or associated with
            Chadbourn, if any:

            (i)   An advisory fee equal to 8% of the first $1 million, 7% of the
                  second $1 million, 6% of the third $1 million, 5% of the
                  fourth $1 million and 4% of the balance of total net proceeds
                  from Chadbourn-originated Equity Fundings received by the
                  Company;

  Chadbourn Securities, Inc. o 10600 N. De Anza Blvd., Ste 250 o Cupertino, CA
                                     95014
                   Phone: (408) 873-0400 o Fax (408) 904-6085

<PAGE>

            (ii)  Warrants equal to 4% of the number of shares sold in the
                  Equity Offering. Such warrants should have a seven year
                  maturity, an exercise price equal to the offering price of
                  each respective offering by the Company, piggyback
                  registration rights and a cashless exercise provision; and
            (iii) An advisory fee equal to 2% of the total net proceeds from
                  Chadbourn-originated SPV Fundings or Debt Fundings received by
                  the Company.

      (b)   MERGERS AND ACQUISITIONS. In the event that Chadbourn originates an
            acquisition or merger with a party unrelated to either the Company
            or Chadbourn and its affiliates during the term of this Agreement,
            then Chadbourn shall earn and be paid a merger & acquisition
            advisory fee equal to 1% of the consideration paid in the
            transaction at closing.

3. USE OF INFORMATION; FINANCING MATTERS.

      (a)   The Company recognizes and confirms that Chadbourn in acting
            pursuant to this engagement will be using publicly available
            information and information in reports and other materials provided
            by others, including, without limitation, information provided by or
            on behalf of the Company, and that Chadbourn does not assume
            responsibility for and may rely, without independent verification,
            on the accuracy and completeness of any such publicly available
            information. The Company agrees to furnish or cause to be furnished
            to Chadbourn all necessary or appropriate information for use in its
            engagement and hereby represents and warrants that any information
            relating to the Company or transaction that is furnished to
            Chadbourn by or on behalf of the Company will be true and correct in
            all material respects and not misleading. The Company agrees that
            any information or advice rendered by Chadbourn or any of our
            representatives in connection with this engagement is for the
            confidential use of the Company only in its evaluation of a
            transaction and the Company will not, and will not permit any third
            party to, use it for any other purpose or disclose or otherwise
            refer to such advice or information, or to Chadbourn, in any manner
            without our prior written consent.

      (b)   Chadbourn recognizes and confirms that Company, in acting pursuant
            to this engagement, may be providing material non-public information
            to Chadbourn, and that Chadbourn assumes responsibility that no such
            material non-public information shall be communicated or divulged to
            any other party without the express written consent of Company and
            that any recipient of such material non-public information shall not
            trade in the securities of the Company until such information is
            either public or rendered moot.

      (c)   Each of the Company and Chadbourn agrees to conduct any offering and
            sale of securities in any transaction in accordance with applicable
            federal and state securities laws, and neither the Company nor
            Chadbourn, nor any person acting on behalf of either of them, will
            offer or sell any securities in a transaction by any form of general
            solicitation, general advertising, or by any other means that would
            be deemed a public offering under applicable law. Chadbourn has no
            obligation, express or implied, to purchase or underwrite any
            transaction or to itself provide any type of financing to the
            Company or be a party to any transaction, or to solicit investors
            outside the United States.

<PAGE>

      (d)   Chadbourn further acknowledges that by the very nature of its
            relationship with the Company it may, from time to time, have
            knowledge of or access to material non-public information (as such
            term is defined by the Securities Exchange Act of 1934, as amended).
            Chadbourn hereby agrees and covenants that: 1) Chadbourn will not
            make any purchases or sales in the stock of the Company based on
            such information; 2) Chadbourn will utilize its commercially
            reasonable efforts to safeguard and prevent the dissemination of
            such information to third parties unless authorized in writing by
            the Company to do so as may be necessary in the performance of its
            services under this Agreement; and 3) Chadbourn will not, in any
            way, utilize or otherwise include such information, in actual form
            or in substantive content, in its analysis for, preparation of or
            release of any Chadbourn literature or other communication(s)
            relating to the Company, including, but not limited to: research
            reports, press releases, publications, letters to investors and
            telephone or other personal communication(s) with potential or
            current investors, including Chadbourn related investors.

4. CERTAIN ACKNOWLEDGEMENTS.

      The Company acknowledges that Chadbourn has been retained by the Company,
      and that the Company's engagement of Chadbourn is as an independent
      contractor. Neither this engagement, nor the delivery of any advice in
      connection with this engagement, is intended to confer rights upon any
      persons not a party hereto (including security holders, employees or
      creditors of the Company) as against Chadbourn or our affiliates or their
      respective directors, officers, agents and employees. Upon prior written
      consent of the Company (which consent will not be unreasonably withheld),
      Chadbourn may, at our own expense, place announcements or advertisements
      in financial newspapers and journals describing our services hereunder.
      The Company acknowledges that Chadbourn may be a significant shareholder
      or retained advisor to entities that merge with the Company, and Chadbourn
      may make investments in or act as advisor to Companies that later become
      strategic partners or customers of the Company. Chadbourn shall advise
      Company of such relationships prior to initiation of any negotiations.
      Chadbourn represents and warrants to the Company that it is a registered
      broker/dealer any and all actions undertaken by Chadbourn hereunder are in
      full compliance with any and all applicable state and federal securities
      laws.

5. INDEMNITY.

      Chadbourn and the Company have agreed to the indemnification set forth in
      entered into a separate letter agreement attached hereto as Exhibit A,
      providing for the indemnification of Chadbourn by the Company and of the
      Company by Chadbourn in connection with Chadbourn's engagement hereunder,
      the terms of which are incorporated into this agreement in their entirety.

6. TERM OF ENGAGEMENT.

      Chadbourn's engagement shall commence retroactively on December 1, 2005
      and shall continue until December 31, 2006, and monthly thereafter unless
      terminated as provided below (the "Term"). Either party may terminate this
      agreement at any time, with or without cause by giving not less than 30
      days written notice to the other party; provided, however, that no such
      termination will affect the matters set out in this section or sections 3,
      4, 5, or 7, or in the separate letter agreement relating to
      indemnification. It is expressly agreed that following the expiration or
      termination of this agreement, Chadbourn shall be entitled to receive any
      fees as described above that have accrued prior to such expiration or
      termination but are unpaid, as well as reimbursement for expenses as set
      forth herein.

<PAGE>

      It is also expressly agreed that if, during a period of 12 months
      following termination of this agreement, the Company consummates any
      Equity Funding, SPV Funding, or Debt Funding with an investor or any other
      entity introduced to the Company by Chadbourn or its principles, the
      Company will pay Chadbourn the fees and expense reimbursements equal to
      the fees and expenses which would have been payable to Chadbourn as if the
      transaction had occurred during the Term of this agreement.

7. MISCELLANEOUS.

      This agreement is governed by the laws of the State of Texas, without
      regard to conflicts of law principles, and will be binding upon and inure
      to the benefit of the Company and Chadbourn and their respective
      successors and assigns. Neither this agreement nor any duties or
      obligations under this agreement may be assigned by Chadbourn without the
      prior written consent of the Company. The Company and Chadbourn agree to
      waive trial by jury in any action, proceeding or counterclaim brought by
      or on behalf of either party with respect to any matter whatsoever
      relating to or arising out of any actual or proposed transaction or the
      engagement of or performance by Chadbourn hereunder. The Company also
      hereby submits to the jurisdiction of the courts of the State of Texas in
      any proceeding arising out of or relating to this agreement, including
      federal district courts located in such state, agrees not to commence any
      suit, action or proceeding relating to thereto except in such courts, and
      waives, to the fullest extent permitted by law, the right to move to
      dismiss or transfer any action brought in such court on the basis of any
      objection to personal jurisdiction, venue or inconvenient forum. This
      agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original, but all of which shall constitute one and the
      same agreement.

We are pleased to accept this engagement and look forward to working with you on
this matter. Please confirm that the foregoing is in accordance with your
understanding of our agreement by signing and returning to us a copy of this
letter.

                                        Very truly yours,

                                        CHADBOURN SECURITIES, INC.

                                        By:
                                            ------------------------------------
                                            Laird Q. Cagan
                                            Managing Director

Accepted and agreed to as of the date set forth above:

NATURAL GAS SYSTEMS, INC.


By
   ------------------------------------
   Robert S. Herlin
   Chief Executive Officer

<PAGE>

                                    EXHIBIT A

            THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS CHADBOURN
      SECURITIES INC. ("CHADBOURN"), TOGETHER WITH ITS AFFILIATES AND THEIR
      RESPECTIVE CONTROL PERSONS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS,
      ("INDEMNIFIED PERSONS"), TO THE FULL EXTENT LAWFUL AGAINST ANY AND ALL
      CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES AS INCURRED
      (INCLUDING ALL REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL
      REASONABLE TRAVEL AND OTHER OUT-OF-POCKET EXPENSES REASONABLY INCURRED IN
      CONNECTION WITH THE INVESTIGATION OF, PREPARATION FOR AND DEFENSE OF ANY
      PENDING OR THREATENED THIRD-PARTY CLAIM, ACTION, PROCEEDING OR
      INVESTIGATION AND ANY LITIGATION OR OTHER PROCEEDING ARISING THEREFROM, TO
      WHICH AN INDEMNIFIED PERSON MAY BECOME SUBJECT) (COLLECTIVELY, "DAMAGES")
      ARISING OUT OF OR RELATED TO ANY ACTUAL OR PROPOSED PRIVATE PLACEMENT OR
      CHADBOURN'S ENGAGEMENT HEREUNDER; PROVIDED, HOWEVER, THAT THERE SHALL BE
      EXCLUDED FROM SUCH INDEMNIFICATION ANY SUCH PORTION OF SUCH DAMAGES AS ARE
      FOUND IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
      RESULTED FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR BREACH OF THE
      ENGAGEMENT AGREEMENT ON THE PART OF THE INDEMNIFIED PERSON, OTHER THAN ANY
      ACTION UNDERTAKEN AT THE REQUEST OR WITH THE CONSENT OF THE COMPANY. THE
      FOREGOING INDEMNIFICATION OBLIGATION IS IN ADDITION TO, AND NOT IN
      LIMITATION OF, ANY OTHER RIGHTS CHADBOURN MAY HAVE, INCLUDING BUT NOT
      LIMITED TO ANY RIGHT OF CONTRIBUTION. IN THE EVENT THAT THE FOREGOING
      INDEMNITY IS UNAVAILABLE OR INSUFFICIENT TO HOLD HARMLESS AN INDEMNIFIED
      PERSON, THEN THE COMPANY SHALL CONTRIBUTE TO AMOUNTS PAID OR PAYABLE BY AN
      INDEMNIFIED PERSON IN RESPECT OF SUCH DAMAGES IN SUCH PROPORTION AS
      APPROPRIATELY REFLECTS THE RELATIVE BENEFITS RECEIVED BY IT ON THE ONE
      HAND AND CHADBOURN ON THE OTHER. IF APPLICABLE LAW DOES NOT PERMIT
      ALLOCATION SOLELY ON THE BASIS OF BENEFITS, THEN SUCH CONTRIBUTION SHALL
      BE MADE IN SUCH PROPORTION AS APPROPRIATELY REFLECTS BOTH THE RELATIVE
      BENEFITS AND RELATIVE FAULT OF THE PARTIES AND OTHER RELEVANT EQUITABLE
      CONSIDERATIONS. THE FOREGOING IS SUBJECT TO THE LIMITATION THAT IN NO
      EVENT SHALL CHADBOURN'S AGGREGATE CONTRIBUTIONS IN RESPECT OF DAMAGES
      EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY CHADBOURN PURSUANT TO THIS
      AGREEMENT. FOR PURPOSES HEREOF, RELATIVE BENEFITS TO THE COMPANY AND
      CHADBOURN OF THE PRIVATE PLACEMENT OR OTHER SIMILAR TRANSACTION SHALL BE
      DEEMED TO BE IN THE SAME PROPORTION THAT THE TOTAL VALUE PAID OR RECEIVED
      OR CONTEMPLATED TO BE PAID OR RECEIVED BY THE COMPANY AND/OR ITS SECURITY
      HOLDERS IN CONNECTION WITH THE PRIVATE PLACEMENT OR OTHER SIMILAR
      TRANSACTION BEARS TO THE FEES PAID TO CHADBOURN PURSUANT TO ITS ENGAGEMENT
      IN RESPECT OF SUCH PRIVATE PLACEMENT. CHADBOURN SHALL PROMPTLY NOTIFY THE
      COMPANY OF ANY CLAIM OR THREATENED CLAIM BEING ASSERTED AGAINST CHADBOURN
      WHICH WOULD GIVE RISE TO AN INDEMNIFICATION HEREUNDER, AND AGREES THAT THE
      COMPANY SHALL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH
      CLAIM AND, TO THE EXTENT THAT THE COMPANY SHALL WISH, TO ASSUME AND
      CONTROL THE DEFENSE THEREOF AND SHALL PAY AS INCURRED THE FEES AND
      DISBURSEMENTS OF SUCH COUNSEL RELATED TO SUCH PROCEEDING. IN ANY SUCH
      PROCEEDING, CHADBOURN SHALL HAVE THE RIGHT TO RETAIN ITS OWN COUNSEL

<PAGE>

      REASONABLY SATISFACTORY TO THE COMPANY AT THE COMPANY'S EXPENSE, IT BEING
      UNDERSTOOD THAT THE COMPANY SHALL NOT, IN CONNECTION WITH ANY ONE SUCH
      CLAIM OR ACTION OR SEPARATE BUT, SUBSTANTIALLY SIMILAR OR RELATED CLAIMS
      OR ACTIONS IN THE SAME JURISDICTION ARISING OUT OF THE SAME GENERAL
      ALLEGATIONS OR CIRCUMSTANCES, BE LIABLE FOR THE REASONABLE FEES AND
      EXPENSES OF MORE THAN ONE SEPARATE FIRM OF ATTORNEYS FOR ALL THE
      INDEMNIFIED PERSONS. THE COMPANY WILL NOT ENTER INTO ANY WAIVER, RELEASE
      OR SETTLEMENT WITH RESPECT TO ANY THREATENED OR PENDING CLAIM, ACTION,
      PROCEEDING OR INVESTIGATION OR SETTLE ANY LITIGATION ARISING THEREFROM IN
      RESPECT OF WHICH INDEMNIFICATION HEREUNDER MAY BE SOUGHT (WHETHER OR NOT
      INDEMNIFIED PERSONS ARE A FORMAL PARTY THERETO) WITHOUT THE PRIOR WRITTEN
      CONSENT OF CHADBOURN (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
      DELAYED), UNLESS SUCH WAIVER, RELEASE OR SETTLEMENT INCLUDES AN
      UNCONDITIONAL RELEASE OF CHADBOURN FROM ANY AND ALL LIABILITY ARISING OUT
      OF SUCH THREATENED OR PENDING CLAIM, ACTION, PROCEEDING, INVESTIGATION OR
      LITIGATION.