**Exhibit10.1**

**THIRDAMENDMENT TO CONSULTING AGREEMENT**

This Third Amendment to the Consulting Agreement (“ThirdAmendment”), effective as of November 1, 2006, is entered into by andbetween EVOLUTION PETROLEUM, INC. (previously Natural Gas Systems, Inc.), a Nevadacorporation (herein referred to as the “Company”), and LIVIAKIS FINANCIALCOMMUNICATIONS, INC., a California corporation (herein referred to as the “Consultant”).

**W I T N ES S E T H:**

**WHEREAS**, the Company assumed the consulting contract (suchagreement is hereinafter referred to as the “Consulting Contract,”attached hereto as Exhibit A)entered into between the Company’s predecessor in interest, EvolutionPetroleum, Inc., a Delaware corporation, and Consultant on September 23, 2003concerning the engagement of Consultant as an investor relations firm; and

**WHEREAS**, the Company and Consultant entered into anAmendment to the Consulting Agreement effective as of April 26,2005 and the SecondAmendment to the Consulting Agreement effective as of May 1, 2006; and

**WHEREAS**, the term of the Consulting Contract has nowexpired and the parties wish to amend the Consulting Contract so thatConsultant shall continue to provide its investor relations services and theCompany has agreed to provide additional consideration;

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

1.                                       Allreferences to “Company” contained in the Consulting Contract shall be deemed tomean Evolution Petroleum, Inc., a Nevada corporation.

2.                                       Section1 of the Consulting Contract is amended and restated in its entirety, effectiveas of the date hereof, to provide as follows:

“Term of Consultancy. The Company hereby agrees toretain the Consultant to act in a consulting capacity to the Company, and theConsultant hereby agrees to provide services to the Company commencing onNovember 1, 2006, and ending twelve (12) months later (the ‘Term’).”

3.             Section4(a) of the Consulting Contract is amended and restated in its entirety, toprovide as follows:

“Purchase of Common Stock - For undertakingthis engagement, the Company agrees to issue to the Consultant an aggregatetotal of Fifty Thousand (50,000) shares of the Company’s common stock (“CommonStock*”*), which shall be subject to monthly

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vesting, pursuantto the Stock Purchase Agreements, attached hereto as **Exhibit B**(the ‘Stock Purchase Agreements’) and of even date herewith.” Shares areto be issued in the amount of 1/12th ofthe aggregate total on the first day of each month for the contract term.

4.                                       Section4(d) of the Consulting Agreement is deleted in its entirety.

5.                                       Section9 of the Consulting Contract is amended and restated in its entirety, toprovide as follows:

“Termination. ThisAgreement shall become effective as of the date listed above and shall continuein full force and effect until the expiration of the Term, unless terminatedsooner in accordance with the express provisions of this Section 9. The Companymay terminate this Agreement at any time, with or without Cause upon 5 daysprior notice. For the purposes of this Agreement, ‘Cause’ is definedunder the Stock Grant Agreement. In the event the Company terminates thisAgreement for Cause, the Company’s obligations to pay further compensation ofunder this Agreement or the Stock Grant Agreement shall cease. In the event theCompany terminates this Agreement for any reason other than Cause theConsultant shall continue to vest shares under the terms and conditions of theStock Grant Agreement.

6.                                       Exceptto the extent modified hereby, the Consulting Contract as previously amendedshall remain in full force and effect.

7.                                       ThisAmendment shall be binding upon and inure to the benefit of the parties andtheir successors and assigns.

**IN WITNESS WHEREOF**, the parties have caused this Amendment to beexecuted as of the date and year first referenced above:
| “The Company”    | EVOLUTION PETROLEUM, INC.               |
|----------------------------|-----------------------------------------|
|                       |                                    |   |
| Date:                      | By:                                     | /s/ Robert Herlin |
|                       |                                    | Robert Herlin, President |
|                       |                                    |   |
| “The Consultant” | LIVIAKIS FINANCIAL COMMUNICATIONS, INC. |
|                       |                                    |
|                       | By:                                     | /s/ John Liviakis |
| Date: 11/14/06             |                                    | John Liviakis, President |

 

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