exhibit1010form10-k_eoy2009.htm


    EXHIBIT
10.10

    TENANT’S ESTOPPEL
CERTIFICATE

    


    


    The
undersigned, Natural
Gas Services Group, (“Tenant”), hereby
warrants and represents to and agrees with Klement-Wes Partnership,
LTD and its successors and/or assigns (“Purchaser”) as
follows, with the understanding that Purchaser is relying on such warranties,
representations and agreements in connection with its proposed acquisition of
4721 N. Highway
171 from Trennon Massengale dba
Southwest Properties and Construction (‘Landlord”) as
follows:

    


    


    
      	
              1.  

            	
              Tenant
      is the tenant under that certain lease agreement (“Lease”) dated
      December 11,
      2008, between Landlord (or Landlord’s predecessors in title), as
      landlord and Tenant, as tenant of approximately 5,000 square feet of net
      rentable area sited on approximately 2.568 acres of land, along with the
      site improvements thereon at 4721 N. Highway
      171,  Cleburne, Johnson County,
  Texas.

            


    

    


    
      	
              2.  

            	
              Attached
      hereto as EXHIBIT “A” is
      a true, correct and complete copy of the Lease and any and all amendments
      thereof.

            


    

    


    
      	
              3.  

            	
              The
      lease has not been amended or modified and is in full force and effect as
      originally executed, except as other disclosed in EXHIBIT “A”,
      and to the best of Tenant’s knowledge and belief, neither Landlord nor
      Tenant is in default in any respect under the terms of the
      Lease

            


    

    


    
      	
              4.  

            	
              The
      commencement date of the term of the Lease was January 1, 2009
      and the term of said Lease will expire on December 31,
      2013, unless sooner terminated as provided in said
      lease.

            


    

    


    
      	
              5.  

            	
              Tenant
      is in possession of the premises leased to it (“Leased
      Premises”) and Landlord has complied fully and completely with all
      of its covenants, warranties and other undertakings and obligations under
      the Lease to this date including, without limitation, construction of all
      improvements and tenant finish and Tenant has received any and all tenant
      allowances due Tenant under the Lease, with the result that Tenant is
      fully obligated to perform, and is performing all of the other obligations
      of tenant under the Lease, without counterclaim, offset, defense or
      otherwise.

            


    

    


    
      	
              6.  

            	
              Tenant
      has not made any prepayment of rent under said Lease and that there are no
      offsets, defenses, counterclaims or credit against the rentals due
      thereunder.

            


    

    


    
      	
              7.  

            	
              A
      security deposit has been made with Landlord in the amount of $
      2,500.00.

            


    

    


    
      	
              8.  

            	
              There
      are no side letters or other agreements, whether or not constituting
      amendments to the Lease, for tenant inducements such as rebates of or
      reductions in the rental provided for in the
  Lease.

            


    

    


    
      	
              9.  

            	
              Except
      as specified in the Lease, Tenant has no options to Purchase or rights of
      first refusal in connection with the Leased Premises.  Tenant
      however reserves the option to renew for an additional period of time as
      specified in the Lease.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	
              10.  

            	
              To
      the best of Tenant’s knowledge, neither Landlord nor Tenant is in default
      under the Lease and no event has occurred which, with notice or the
      passage of time, will become a default under the
  Lease.

            


    

    


    
      	
              11.  

            	
              This
      Certificate shall insure to the benefit of Purchaser, its successors and
      assigns, and shall be binding upon Tenant and Tenant’s heirs, legal
      representatives, successors and assigns.  This Certificate shall
      not be deemed to alter or modify any of the terms and conditions of the
      Lease or of any guaranty of the
Lease

            


    

    


    EFFECTIVE
this 16th day
of December, 2009.

    
      
        	
                TENANT:

              	 
      
	 
      
	
                Natural
      Gas Services Group

              
	 
      
	 
      
	
                By:
      /s/ Stephen Taylor

              	 
      
	
                Printed
      Name Stephen Taylor

              
	
                Title:
      President / CEO

              
	 
      
	
                Address
      for Notices and Deliveries:

              
	 
      
	
                Natural
      Gas Services Group

              
	
                Attn:
      Earl Wait

              
	
                508
      W. Wall Street, suite 550

              
	
                Midland,
      TX  79701

              
	 
      


      

    

    


    STATE OF
OKLAHOMA

    }

    COUNTY OF
TULSA

    


    


    This
instrument was acknowledged before me on 16th day
of December, 2009, by Christy Kitchen, (title)
___________________________

    


    


    


    
      	
              /s/:
      Christy Kitchen

            	 
      
	
              Notary
      Public for State of Oklahoma

            
	 
      
	
              Christy
      Kitchen

            	 
      
	
              Printed
      Name of Notary

            


    

     

    (Seal) #
00005254

    My
Commission expires: 03/23/12


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    


    


    EXHIBIT
A

    


    


    


    STATE OF
TEXAS                                                          }

    LEASE
AGREEMENT

    COUNTY OF
JOHNSON                                                      
}

    


    THIS
LEASE made and entered into on the date last written below by and between
Southwest Properties & Construction (“Lessor"), and Natural Gas Service
Group ("Lessee"), is as follows:

    


    1.  Premises.  Lessor
hereby leases to Lessee, and Lessee hereby leases from Lessor those certain
premises in Johnson County, Texas, being a 2.586 acre tract of land more or less
with the improvements thereon more particularly described on Exhibit “A”
attached hereto and incorporated herein by reference.

    


    2.  Term.  The
primary term of this lease shall be for a period of five (5) years, commencing
on January 1, 2009 and ending on December 31, 2013, both dates inclusive, unless
sooner terminated as herein provided.

    


    3.  Rent.  Lessee
agrees to pay to Lessor the following rent:

    


    (a)  Base
Rent:  The rent for the first three (3) years of the primary term of
the lease shall be payable in advance in equal monthly installments of $5,450.00
each, without abatement, deduction, or offset. Each payment shall be due and
payable on the first day of each month, beginning on the date the lease
commences, and continuing on the first day of each month thereafter until the
third year of the primary term of the lease at which time the rent for the
remainder of the primary term of the lease shall be payable in advance in equal
monthly installments of $5,600.00 each, without abatement, deduction, or offset.
Each payment shall be due and payable on the first day of each month, beginning
on the date the lease commences, and continuing each month thereafter until the
end of the primary term of the lease. Payment shall be made to Lessor at the
address identified in Paragraph 19.

    


    (b)  Additional
Rent:  Lessee shall pay, on demand and subject to documentation, to
Lessor, the following as additional rent:

    


    
      	
              i)  

            	
              taxes
      assessed against the Premises.

            


    

    
      	
              ii)  

            	
              Casualty
      insurance premiums for the rebuild cost of the Premises as approved by
      Lessor.

            


    


    
      
        
          SWCP/NGSG
Lease – Page 1

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    (c)  Interest:
In the event basic rent or additional rent is not received by Lessor within
twenty (20) days after it is due, Lessor may give Lessee ten (10) days written
notice of such non-payment and upon expiration of such ten (10) days, interest
will accrue, and be due and payable, on any unpaid amounts from the date such
payments were due until the date paid at the Wall Street Journal Prime Rate Plus
2 percent.

    


    4.  Use of
Premises.  Lessee agrees that the demised premises shall be
used and occupied only for the following purpose and for no other purpose(s)
without the Lessor's written consent.

    


    Comprehensive
gas compression equipment and services company.

    


    5.  Prohibited
Use.  The Lessee shall not use or occupy or permit the leased
premises or any part thereof to be used or occupied for any unlawful business,
use, or purpose, nor for any business, use, or purpose deemed disreputable or
extra hazardous, nor for any purpose or in any manner which is in violation of
any present or future governmental laws or regulations.  The Lessee
shall indemnify the Lessor against all costs, expenses, liabilities, losses,
damages, injunctions, suits, fines, penalties, claims, and demands, including
reasonable counsel fees arising out of any willful violation of or default in
these covenants.

    


    Lessee
will not do or permit anything to be done in, upon, or about the leased premises
that increases the fire hazard beyond that which exists by reason of the
ordinary use or occupancy of the premises for the purposes specified
above.  The Lessee agrees to pay to lessor, on demand, any increase in
the fire insurance premiums on the building and improvements which Lessor may
have to pay because of Lessee's use or occupancy of the
premises.  Lessee will not do or permit to be done anything which will
make uninsurable the leased premises or any part thereof.

    


    6.  Repairs.  The
Lessee, during the term of this lease or any extension or renewal thereof, shall
at his expense make all repairs and perform all maintenance as shall reasonably
be necessary to keep said leased premises in good condition and
repair.  In particular, Lessee shall be responsible for the repair of
any and all damage to the front glass and doors, and interior, including all
plumbing, mechanical, electrical, air conditioning, ventilation and heating
systems, including all repair and replacement thereof that are located within
the interior walls of the building.  The Lessee further agrees that
all damage or injury done to the premises by the Lessee or any person who may be
in or upon the premises shall be repaired by the Lessee at its
expense.  The Lessee agrees that at the expiration of this lease, or
upon the earlier termination thereof, to quit and surrender said premises in
good condition and repair, reasonable wear and tear, and damage by natural
causes or fire, or other causes beyond the control of the Lessee, excepted. The
Lessor, shall bear the cost of maintaining the roof, landscaping, grounds,
signs, yard area  and  parking lot in compliance with
all


    
      
        
          SWCP/NGSG
Lease – Page 2

        

         


      

      
         


        
          

        

      

      
         


      

    


    applicable
laws, ordinances, and regulations and in accordance with the specified use of
the premises during the term of this agreement.

    


    The
Lessor shall, at all times during the term of this lease, or any extension or
renewal thereof, be responsible to put and maintain in repair and good and safe
condition the exterior walls of the building and the roof thereof.

    


    Lessee
will not permit any mechanics, materialmens, or other liens to stand against the
leased premises for work or material furnished to the Lessee.  The
Lessee shall indemnify the Lessor against any loss out of the making of any
alteration, repair, addition, or other improvement by the Lessee.

     
 

    Lessee
hereby covenants and agrees that the Lessor shall have the reserved right, with
reasonable advance notice to Lessee, to enter the leased premises at any and all
reasonable times in order to examine or repair said premises.

    


    7.  Assignment and
Subletting.  The Lessee shall not assign the lease, or any
interest therein, nor sublet the premises, or any part thereof or any right or
privilege appurtenant thereto, without the prior written consent of the Lessor
first had and obtained, such consent to not be unreasonably withheld. In the
event, under any circumstances, of assignment or subletting, the Lessee shall
remain primarily liable for the payment of the rent herein described and for the
performance of all other terms of this lease required to be performed by the
Lessee.

    


              The
transfer of a majority of the issued and outstanding stock of any corporate
Lessee or of a majority of the total interest in any partnership Lessee,
however, accomplished, shall be deemed an assignment of this lease.

    


    8.  Insolvency.  If
any proceeding in bankruptcy or insolvency be filed against Lessee, or if any
Writ of Attachment or Writ of Execution be levied upon the interest herein of
the Lessee, or if any sale of the leasehold interest hereby created or any part
thereof shall be made under any extension or other judicial process, or if the
Lessee shall make any assignment for the benefit of creditors or shall
voluntarily institute bankruptcy or insolvency proceedings, the Lessor, at the
Lessor's election, may re-enter and take possession of the premises,
and  remove all persons therefrom, and may, at Lessor's
option,  terminate this lease.

    


    9.  Attorney's
Fees.  The Lessee shall pay and indemnify the Lessor against
all legal costs and charges, including counsel fees, lawfully and reasonably
incurred in obtaining possession of the leased premises after a default of the
Lessee, including the proceedings set forth in paragraph 8 above, or after the
Lessee's default in surrendering possession upon the expiration or
earlier


    
      
        
          SWCP/NGSG
Lease – Page 3

        

         


      

      
         


        
          

        

      

      
         


      

    


    termination
of the term of the lease, or enforcing any covenant of the Lessee herein
contained, or collecting from any guarantor any sums due Lessor under
this  lease.

    The
Lessor shall pay and indemnify Lessee against all legal costs and charges,
including counsel fees, lawfully and reasonably incurred in effecting
performance of Lessor’s duties and responsibilities.

    


    10.  Default.  This
lease is made upon the express condition that if the Lessee fails to pay the
rental reserved hereunder, or any part thereof, after the same shall become due,
and such failure shall continue for a period of ten (10) days after written
notice thereof, from the Lessor to the Lessee, or if the Lessee fails or
neglects to perform, meet or observe any of the Lessee's other obligations
hereunder, and such failure or neglect shall continue for a period of ten (10)
days, then the Lessor at any time thereafter, by written notice to the
Lessee,  may lawfully declare the termination hereof,
including  acceleration of maturity of the rent for the remainder of
the lease term whether primary or secondary, and re-enter  said
premises, or any part thereof, and by due process of law,  expel,
remove and put out the Lessee, or any person or persons  occupying
said premises, and may remove all personal property  therefrom,
without prejudice to any remedies which might  otherwise be used for
the collection of arrears of rent or for  any breach of covenant or
conditions.

    


    If the
Lessor fails or neglects to perform, meet or observe any of the Lessor's
obligations hereunder, and such failure or neglect shall continue for a period
of twenty (20) days after written notice from Lessee of such deficiency, then
the Lessee at any time thereafter, by written notice to the Lessor, may remedy
such deficiency in a manner of Lessee’s choosing. Costs incurred for said remedy
may, at Lessee’s option, be offset through deductions from rentals
due.

    


    If Lessor
re-enters the Premises or takes possession of them before normal expiration of
this Lease, in accordance with the terms herein, Lessor shall have the right,
but not the obligation, to remove from the Premises all of Lessee's personal
property located therein and place it in storage in a public warehouse at
Lessee's expense and risk.

    


    Lessor’s
pursuit of any remedy specified in this Lease will not constitute an election to
pursue that remedy only, nor preclude Lessor from pursuing any other remedy
available at law or in equity, nor constitute a forfeiture or a waiver of any
rent or other amount due Lessor under this Lease.

    


    11.  Non-waiver of
Default.  The subsequent acceptance of rent hereunder by the
Lessor shall not be deemed as waiver of any preceding breach of any obligation
hereunder by the Lessee, other than the failure to pay the particular rental so
accepted, and the waiver of any breach of any covenant or condition by the
Lessor shall not constitute a waiver of any other breach regardless of knowledge
thereof.


    
      
        
          SWCP/NGSG
Lease – Page 4

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    12.  Indemnity and
Insurance.

    


    The
Lessee shall keep the leased property insured at  its sole costs and
expense against claims for personal injury or property damage under a policy of
general public liability  insurance, with limits of at least
$2,000,000.00 for bodily  injury and/or death, and $500,000.00 for
property damage.  Such policy or policies shall name the Lessor and
the Lessee as the insureds.   Within ten (10) days of the date
hereof the Lessee shall deliver to the Lessor certificates of insurance
certifying that such insurance is in full force and effect.  The
Lessee hereby agrees to indmenify the Lessor against and to hold the Lessor
harmless from any and all claims or demands for loss of or damage to personal
property or for injury or death to any person or persons from any cause
whatsoever while in, upon or about said demised premises, or on any adjacent
sidewalks or driveways, during the term of this lease or any extension(s) or
renewal(s) hereof, as long as said claims, demands, loss or damages are not
attributable to Lessor.  Lessee shall deliver to Lessor copies of all
policies which shall specify that ten (10) days notice to Lessor shall be
required before any cancellation of said policies.

    


    The
Lessee shall be responsible for the insurance coverage of its principal property
and business insurance.

    


    13.  Utilities and
Services.  The Lessee agrees to pay for all water, fuel, gas,
oil, heat, electricity, power, materials, trash removal and services which may
be furnished to it or used by it in or about the demised premises and to keep
said demised premises free and clear of any lien or encumbrance of any kind
whatsoever created by Lessee's act or omission.

    


    14.  Entry and
Inspection.  The Lessee shall permit the Lessor and his agent
to enter the demised premises at all reasonable times, subject to advance
reasonable notice to Lessee, for any of the following purposes:  to
inspect same; to maintain the building in which the said premises are located;
to make such repairs to the demised premises as the Lessor is obligated or may
elect to make; to post notices of non-responsibility for alteration or additions
or repairs.  The Lessor shall have such right of entry and the right
to fulfill the purposes thereof without any rebate of rent to the Lessee for any
loss of occupancy or quiet enjoyment of the demised premises thereby
occasioned.

    


    15.  Destruction of
Premises.  In the event of a total or partial destruction of
the said premises during said term from any cause, the Lessor shall forthwith
repair the same, provided such repairs can be made within ninety (90) days under
the laws and regulations of state, federal, county or municipal authorities, but
such partial destruction shall in no way annul or void this lease, except that
the rent reserved to be paid hereunder shall be equitably adjusted according to
the amount and value of the undamaged space.


    
      
        
          SWCP/NGSG
Lease – Page 5

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Should
the total or partial destruction result from causes covered by the fire and
extended coverage insurance furnished by the Lessee, the insurance proceeds
shall be made available to the Lessor to effect the required
repairs.

    


    If such
repairs cannot be made within ninety (90) days, this lease may be terminated at
the option of either party.

    


    16.  Condemnation.  If
the whole of the premises hereby demised shall be taken or condemned by any
competent authority for any public use or purpose, then the term hereby granted
shall cease on the day prior to the taking of possession by such authority, and
rent hereunder shall be paid to and adjusted as of that day.

    


    If a
portion of said demised premises shall be condemned or taken, and, as a result
thereof, there shall be such a major change in the character of the premises as
to prevent Lessee from using the same in substantially the same manner as
theretofore used, then and in that event, the Lessee may either cancel and
terminate this lease, as of the date when the part of the premises so taken or
condemned shall be required for public purposes, or said Lessee may continue to
occupy the remaining portion, provided, however, the Lessee shall give written
notice  to the Lessor, within fifteen (15) days after the date of
any  taking or vesting of title, of its election.  In the
event the Lessee shall remain in possession and occupation of the remaining
portion, all the terms and conditions of this lease shall remain in full force
and effect with respect to such remaining portion,  except that the
rent reserved to be paid hereunder shall be  reduced in the proportion
which the space taken bears to the  space originally leased; and
provided, further, that Lessor  shall, at Lessor's own expense,
promptly and with all reasonable  diligence (subject to strikes,
lockouts, inability to procure  material and labor in the free market,
governmental restrictions,  fire, the elements, and other
extraordinary conditions beyond  Lessor's reasonable control) do such
work as to make a complete  architectural unit of the remainder of the
building on the  demised premises and this lease shall continue for
the balance of  its term, subject to the terms and conditions herein
stated and  provided further that the cost of said work shall not
exceed the  lesser of the proceeds for the condemnation award less
related  fees and expenses. The entire award of damages or
compensation for the premises taken, or the amount paid pursuant to private
purchase in lieu thereof, whether such condemnation or sale be total or partial,
shall belong to and be the property of the Lessor, and the Lessee hereby assigns
to Lessor any and all such award or purchase price.  Nothing herein
contained shall be deemed or construed to prevent Lessee from interposing and
prosecuting in any condemnation proceeding a claim for the value of any trade
fixtures installed in the demised premises, the cost, loss or damage sustained
by Lessee as the result of any alterations, modifications, or repairs which may
be reasonably required of the Lessee in order to place the remaining portion of
the demised premises not so condemned in a suitable condition for
Lessee's

    further
occupancy.


    
      
        
          SWCP/NGSG
Lease – Page 6

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    17.  (A)  Abandonment.  The
Lessee agrees not to vacate or abandon the premises at any time during the
demised term.   Should the Lessee vacate or abandon said premises
or be dispossessed by process of law or otherwise, such abandonment, vacation,
or dispossession shall be a breach of this lease and, in addition to any other
rights which the Lessor may have, the Lessor may remove any personal property
belonging to the Lessee which remains on the demised premises and store the
same, such removal and storage to be for the account of the Lessee.

    


                      (B)  Continuous
Operation.  Lessee hereby covenants and agrees that it will
continuously throughout the term of this lease and extensions thereof operate
the business above described.

    


    18.  Laws and
Regulations.  The Lessee, at his own cost and expense, shall
comply promptly with all laws, rules, and orders of all federal, state and
municipal governments, shall procure all permits and licenses required for the
transaction of business on the leased premises and shall likewise promptly
comply with the requirements of the Board of Fire Undewriters concerning the
premise.

    


    19.  Notices.  All
notices to be given to the Lessee shall be in writing, deposited in the United
States mail, certified or registered, with postage prepaid, and addressed
to  the Lessee at the following address, to-wit:

    


    


    Natural
Gas Service Group

    Attn:
Earl Wait

    508 W.
Wall Street, Suite 550

    Midland,
TX 79701

    


    


    Notices
by the Lessee to Lessor shall be in writing, deposited in the United States
mail, certified or registered, with postage prepaid, and addressed to the Lessor
as follows, to-wit:

    


    Southwest
Properties & Construction

    Attn:
Trennon L. Massengale

    108 S.
Main

    P.O. Box
689

    Godley,
Texas 76044


    
      
        
          SWCP/NGSG
Lease – Page 7

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    20.  Taxes.  The
Lessee shall pay all taxes and assessments upon the demised premises and upon
the buildings and improvements thereon which are assessed during the term of the
lease.

    


    21.  DEPOSIT.  AS
SECURITY FOR THE PERFORMANCE OF THE CONDITIONS AND COVENANTS OF THIS LEASE,
LESSEE AGREES TO DEPOSIT WITH LESSOR THE SUM OF $2,500.00, AND SHOULD CHARGES BE
MADE AGAINST SUCH DEPOSIT DURING THE TERM OF LESSEE'S OCCUPANCY, BECAUSE OF
BREAKAGE OR OTHER DAMAGES TO THE LEASED PREMISES, LESSEE AGREES, AFTER NOTICE,
TO DEPOSIT SUCH ADDITIONAL AMOUNT AS MAY BE REQUIRED TO RESTORE SUCH DEPOSIT TO
THE ORIGINAL AMOUNT.  WHEN THE LEASED PREMISES ARE VACATED AND AFTER
INSPECTION BY LESSOR, THE DEPOSIT SHALL BE REFUNDED TO LESSEE, LESS ANY
REASONABLE CHARGES FOR CLEANING AND DAMAGES TO THE LEASED PREMISES (BEYOND
REASONABLE WEAR AND TEAR), PROVIDED THAT LESSEE HAS FULFILLED ALL OTHER
PROVISIONS OF THIS LEASE, INCLUDING THE COVENANT TO OCCUPY AND PAY RENTAL FOR
THE FULL TERM OF THIS LEASE.  DEFAULT BY LESSEE IN THE PERFORMANCE OF
ANY OF THE CONDITIONS AND COVENANTS HEREOF SHALL AUTHORIZE THE RETENTION OF
LESSEE'S DEPOSIT FOR CREDIT AGAINST DAMAGES ACCRUING TO LESSOR BECAUSE OF
LESSEE'S BREACH OF THIS LEASE.  IN NO CASE SHALL THE DEPOSIT BE
CREDITED OR USED AS RENTAL EXCEPT WITH THE WRITTEN PERMISSION OF
LESSOR.  THE WRITTEN NOTICE TO VACATE REQUIRED OF LESSEE SHALL BE
GIVEN TO THE LESSOR ON THE PREMISES OR IN SUCH OTHER MANNER AS LESSOR SHALL
DIRECT.

    


    22.  Alterations to Leased
Property.  No alterations, additions, or improvements to the
leased property shall be made by the Lessee without the written consent of the
Lessor.  Any alteration, addition, or improvement made by the Lessee
after such consent shall have been given, and any fixtures installed
as  a part thereof, shall, at the Lessor's option, become the property
of the Lessor upon the expiration or sooner termination  of this
lease, provided, however, that the Lessor shall have the  right to
require the Lessee to remove such fixtures at the  Lessee's cost upon
such termination of this lease.  All movable trade fixtures and
personal property, exclusive of heating and/or air conditioning, shall remain
the property of the Lessee.

    


    23.  Lessee's
Acceptance.  Lessee agrees, in the event that the improvements
on the demised premises are complete, that it has inspected said premises and
accepts same and agrees that same are suitable for the use herein
stated.

    



    
      
        
          SWCP/NGSG
Lease – Page 8

        

         


      

      
         


        
          

        

      

      
         


      

    


    24.  No Business
Association.  Nothing herein contained shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein, nor any
acts of the parties hereto, shall be deemed to create any relationship of
landlord and tenant.  Whenever herein the singular number is used, the
same shall include the plural, and words of any gender shall include the other
gender.

    


    26.  Environmental
Provisions

    


    A.  Lessee shall not place,
store, dispose or keep any Hazardous Substances on the Premises, except those
used in the normal course of Lessee’s business.

    


    B.  If Lessee becomes aware
of the presence of any Hazardous Substance in, on or under the Premises (except
for those Hazardous Substances or other toxic material or waste brought, kept or
used in the Premises by Lessee in the course of their business  and
which are used and kept in compliance with applicable public health, safety and
environmental laws) or if Lessee, or the Premises become subject to any order of
any federal, state or local agency to repair, close, detoxify, decontaminate or
otherwise cleanup the Premises, Lessee shall, at its own cost and expense, but
only to the extent of Lessee’s contamination, carry out and complete any repair,
closure, detoxification, decontamination or other cleanup of the Premises;
provided that Lessee shall not be responsible for any of the foregoing relating
to any Hazardous Substance, or other toxic materials or waste located on, in or
under the Premises on the date of this Lease, all of which shall be the
responsibility of Lessor. If Lessee fails to implement and diligently pursue any
such repair, closure, detoxification, decontamination, or other cleanup of the
Premises, Lessor shall have the right, but not the obligation, to carry out such
action and to recover all of the costs and expenses of same from Lessee, but
only to the extent that Lessee’s responsibility within this clause is limited to
any contamination or clean-up that is directly attributable to
Lessee.

    


    C.  "Hazardous Substances" as
such term is used in this Lease means any hazardous or toxic substance, material
or waste, regulated or listed pursuant to any federal, state or local
environmental law, including without limitation, the Clean Air Act, The Clean
Water Act, the Toxic Substances Control Act, the Comprehensive Environmental
Response Compensation and Liability Act, the Resource Conservation and Recovery
Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking
Water Act and the Occupational Safety and Health Act.

    


    D.  Lessee agrees to return
the Premises to Lessor in the same order and condition as received, ordinary
wear and tear excepted, and in the event of environmental contamination
which

    arises
during the term of this Lease and/or Lessee’s occupancy which ever is
longer.  Lessee agrees to restore the Premises to the same order and
condition as received, ordinary wear and tear excepted.


    
      
        
          SWCP/NGSG
Lease – Page 9

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    E.           Lessee
shall promptly comply with all laws and all lawful orders, ordinances and
regulations affecting the cleanliness, safety, occupation and use of the
Premises.  While Lessee cannot guarantee the Lessor will never be
considered by the governmental agencies enforcing environmental regulations to
be a "Potentially Responsible Party" or PRP for environmental pollution, Lessee
does agree to indemnify and hold Lessor harmless from any and all damages, costs
and expenses which Lessor may suffer as a result of environmental damage or
pollution or claims of such damage or pollution which are directly attributable
to Lessee's use of the Premises.

    


    27.  Holdover Term - In
the event Lessee remains in possession of the Premises after the expiration of
this Lease and without the execution of a new lease, Lessee shall be deemed to
be occupying said premises as a Lessee from month to month, subject to all of
the conditions, provisions and obligations of monthly tenancy.  Any
holding over beyond the expiration of the term of this Lease shall be construed
to be a tenancy from month to month at 100% of the monthly rental rate that was
paid during the last month of the Lease term.

    


    28.  Miscellaneous.

    


    (a)  This
lease shall be governed by, construed and enforced in accordance with, the laws
of the State of Texas.

    


    (b)  If
there is more than one party Lessee, the covenants of the Lessee shall be the
joint and several obligation of each party, and if the Lessee is a partnership,
the covenants of the Lessee shall be the joint and several obligations of each
of the partners and the obligations of the firm.

    


    (c)  The
covenants, terms, conditions, provisions and  undertakings in this
lease or in any renewals thereof shall  extend to and be binding upon
the heirs, executors,  administrators, successors, and assigns of the
respective parties  hereto, as if they were in every case named and
expressed, and  shall be construed as covenants running with the land;
and  wherever reference is made to either of the parties hereto,
it  shall be held to include and apply also to the heirs,
executors,  administrators, successors and assigns of such party, as
if in  each and every case so expressed.

    


    (d)  The
specified remedies to which the either party may resort under the terms of this
lease are cumulative and are not intended to be exclusive of any other remedies
or

    means of
redress to which either party may be lawfully entitled in case of any breach or
threatened breach by the Lessee of any provision or  provisions of
this lease.


    
      
        
          SWCP/NGSG
Lease – Page 10

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    (e)  This
lease, together with any written agreements which shall have been executed
simultaneously herewith, contains the entire agreement and understanding between
the parties. There are no oral understandings, terms, or conditions, and neither
party has relied upon any representation, express or implied, not contained in
this lease or the simultaneous writings heretofore referred to.  All
prior understandings, terms, or conditions are deemed merged in this
lease.  This lease cannot be changed or supplemented
orally.

    


    (f)  This
lease may not be changed orally, but only by an agreement in writing and signed
by the party against whom enforcement of any waiver, change, modification, or
discharge is sought.

    


    (g)  If
any provision of this lease shall be declared invalid or unenforceable, the
remainder of the lease shall continue in full force and effect.

    


    


    IN
WITNESS WHEREOF, Lessor and Lessee have executed this lease on this the 11th day
of December, 2008.

    


    


    LESSOR:

    


    
      	
              Southwest
      Properties & Construction

            
	 
      
	
              By:

            	
              /s/
      Trennon L. Massengale - Owner

            
	 
      	
              Trennon
      L. Massengale - Owner

            


    

    


     

    


    LESSEE:

    


    
      	
              Natural
      Gas Service Group

            
	 
      
	
              By:

            	
              /s/
      Stephen C. Taylor

            
	 
      	
              President,
      Chairman & CEO

            


    

    



    
      
        
          SWCP/NGSG
Lease – Page 11