EXHIBIT 10.19

                          MIDLAND INTERNATIONAL AIRPORT
                                 LEASE AGREEMENT

STATE OF TEXAS           ss.
                         ss.
COUNTY OF MIDLAND        ss.

     THIS LEASE  AGREEMENT,  made and effective  this 1 st day of March 2004, by
and between the CITY OF MIDLAND,  TEXAS, a municipal  corporation,  (hereinafter
referred to as "City"),  and NATURAL GAS SERVICES  GROUP,  INC.,  a  corporation
organized  and  existing  under  and by virtue of the laws of the State of Texas
(hereinafter referred to as "Lessee");

     WHEREAS,  the City of Midland owns and  operates the Midland  International
Airport, referred to hereafter as "Airport"; and

     WHEREAS,  Lessee  desires to lease certain  City-owned  land at the Airport
upon terms and conditions as set forth herein:

                            ARTICLE I. GRANT OF LEASE

1.01 CONVEYANCE OF LEASED PREMISES
----------------------------------

     City  hereby  leases to Lessee and Lessee  does  hereby  accept and lease a
tract of land at the Airport as shown on the drawing  marked as Exhibit "A" (the
"Leased Premises") which is attached hereto and made a part hereof for all legal
purposes.

1.02 ACCEPTANCE OF LEASED PREMISES
----------------------------------

     Lessee agrees to accept the Leased Premises in the condition they are in at
the  commencement  of the term hereof,  including all defects  therein,  whether
concealed  or  otherwise,  and which are known or unknown to the City,  and does
hereby release and forever  discharge the City from any and all damages of every
kind and nature that may be in any way occasioned thereby.

     LESSEE AGREES AND  ACKNOWLEDGES  THE LESSEE IS LEASING THE LEASED  PREMISES
"AS IS"  WITH  ANY AND ALL  LATENT  AND  PATENT  DEFECTS  AND  THAT  THERE IS NO
WARRANTY,  EXPRESS OR IMPLIED BEING MADE BY THE CITY OF MIDLAND,  TEXAS THAT THE
PREMISES ARE FIT FOR A PARTICULAR  PURPOSE.  THE LESSEE ACKNOWLEDGES THAT LESSEE
IS NOT RELYING UPON ANY REPRESENTATION  MADE BY THE CITY OF MIDLAND WITH RESPECT
TO THE CONDITION OF THE _PREMISES,  BUT IS RELYING UPON LESSEE'S  EXAMINATION OF
THE PREMISES.  LESSEE ALSO  RECOGNIZES  THAT THE LESSEE IS AGREEING TO LEASE THE

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PREMISES  "AS IS" THAT  LESSEE  AGREES TO MAKE  LESSEE'S  OWN  APPRAISAL  OF THE
PREMISES  AND TO ACCEPT THE RISK THAT  LESSEE MAY BE WRONG.  THE CITY OF MIDLAND
GIVES NO ASSURANCES  EXPRESS OR IMPLIED CONCERNING THE VALUE OR CONDITION OF THE
PREMISES  LEASED.  IN NO  EVENT  SHALL  THE  LESSEE  HAVE  A  RIGHT  TO  RECOVER
CONSEQUENTIAL DAMAGES.  THEREFORE THE LESSEE WILL TAKE THE LEASED PREMISES UNDER
THE EXPRESS  UNDERSTANDING THE LEASED PREMISES ARE ACCEPTED "AS IS" AND WITH ALL
FAULTS EXCLUDING EXPRESS OR IMPLIED WARRANTIES.

                          ARTICLE II. TERM OF AGREEMENT

2.01 LEASE TERM
---------------

     The term of this Lease (also  sometimes  referred  to as "the Lease  Term")
shall  commence on March 1, 2004,  and  terminate on February  28, 2009,  unless
extended or sooner terminated under the provisions hereof.

2.02 HOLDOVER BY LESSEE
-----------------------

     If Lessee holds over or remains in possession of the Leased  Premises after
the  termination of this Lease in the absence of a new lease  agreement  between
the City and Lessee,  such continuation  beyond the date of termination,  or the
collection or acceptance of rent, fees and/or charges by the City,  shall not be
construed as a renewal or extension of this Lease, but shall be construed solely
as creating a tenancy from month-to-month and not for any other term whatsoever.
During the term of such  tenancy from  month-to-month,  Lessee shall pay to City
the fees and  charges  herein  reserved,  and each  party  shall be bound by and
comply with all the relevant  terms and  provision  of this Lease.  The City may
terminate  said tenancy from  month-to-month  by giving  Lessee thirty (30) days
written notice thereof.

2.03 OPTION FOR EXTENSION OF LEASE TERM
---------------------------------------

     This Lease may be automatically  extended for one additional five-year term
upon City's  receipt of a written  notification  of Lessee's  intent to exercise
this option. In order to effectively extend the term of this Lease, such written
notification must be received by City no later than September 1, 2008.

                          ARTICLE III. RENT AND DEPOSIT

3.01 AMOUNT OF RENT AND DEPOSIT
-------------------------------

         Lessee agrees to pay rent to the City for the use of the Leased
Premises in the following amounts:


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     $850.00, or the equivalent of two months rent, as a security deposit.  Said
security deposit shall be returned to Lessee,  without interest,  within 60 days
after termination of this Lease and Lessee's completion of all obligations under
this Lease. The. City may use the Deposit to pay for any of Lessee's obligations
under the Lease.

     $5,100.00  for the  twelve  months of the Lease  Term,  payable  in monthly
installments of $425.00.  Each monthly  installment  shall be due and payable in
advance on or before the first  (1st) day of each month  during said term of the
Lease.

     Annual  Consumer Price Index  Adjustment.  It is agreed and understood that
provision must be made herein for an adjustment of rentals annually.  Therefore,
as of March 1, 2004, it is agreed and understood  that the Minimum Annual rental
shall be  $5,100.00.  Thereafter,  as of March 1, 2005 the  Minimum  Annual rent
shall be increased  only in the same  proportion or percentage by which the cost
of living has been  increased as  reflected by the Consumer  Price Index for All
Items,  as  maintained by the United  States  Government's  Department of Labor,
Bureau of Labor  Statistics for the  Dallas/Fort  Worth SMA; such increase being
measured  by  comparison  with  such  cost-of-living  indices  at the end of the
immediately  preceding  12-month  period of this  lease,  as  compared  with the
indices at the commencement of the immediately preceding 12-month period of this
lease. In no event shall the yearly payment due be less than $5,100.00.

3.02 DELIVERY OF RENT
---------------------

     All  rent  payments  shall be made to the  Department  of  Airports,  ATTN:
Director of Airports,  P. O. Box 60305,  Midland,  Texas 79711, or to such other
location as  specified  in writing by the City from time to time,  no later than
the date such payment is due, unless such due date falls on a Saturday,  Sunday,
or City holiday, in which case such rent shall be due on the first City business
day following the date such payment is due.

3.03 LATE RENT CHARGE
---------------------

     Lessee  agrees that in the event rent payments are not received by the City
on or before  the 15' day of the month for which such rent is due,  amounts  due
and unpaid shall accrue  interest at an annual rate of 12% or the maximum  legal
rate  whichever  is lower.  Payments  due the City shall be received by the City
only on normal  business days of Monday  through  Friday.  Payment by Lessee and
acceptance by City of a delinquent  charge shall not be construed as a waiver or
forfeiture  of any other rights or remedies of the City  contained  elsewhere in
this Lease, or as provided by law.
For the  purposes of this  Section,  the date  payments are received by the City
shall be the U.S. Postal Service cancellation date on the envelope  transmitting
the  payment,   or  the  date  such   payment  is  received  by  an   authorized
representative  of the City if the payment is hand delivered.  In the event of a
dispute as to the amount to be paid, the City may accept  without  prejudice the
sum tendered  and, if a deficiency  is  determined,  the  foregoing  delinquency
charge shall apply only to such deficiency.  The City may waive, for good cause,
any delinquency charge upon written application of Lessee.


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               ARTICLE IV. MAINTENANCE, REPAIR AND RESTORATION OF
                                 LEASED PREMISES

4.01 MAINTENANCE OF LEASED PREMISES
-----------------------------------

     Lessee shall,  at Lessee's sole expense,  keep the Leased  Premises and all
improvements of any kind, which may be existing at the commencement of the Lease
Term or erected,  installed, or made thereon by Lessee after commencement of the
Lease  Term,  not  required  herein  to be  maintained  by City in good  repair,
condition  and  appearance.  This  section  shall not apply in case of damage or
destruction  by fire or  other  casualty,  in  which  event  the  City  shall be
obligated to repair as provided in Section 4.02.  Subject to Section 4.03 below,
Lessee shall keep mowed and in a sightly  condition  all  landscaping  and grass
areas within the Leased Premises. City shall be the sole judge of the quality of
Lessee's  maintenance;  provided,  however, City shall not unreasonably withhold
acceptance  of said  repairs  or  maintenance.  Upon  written  notice by City to
Lessee,  Lessee shall be required to perform such reasonable  maintenance  under
this  Section  4.01 as City  considers  necessary.  If such  maintenance  is not
undertaken by Lessee within ten (10) days after receipt of written notice,  City
shall have the right to enter on the Leased  Premises and perform the  necessary
maintenance, the cost of which shall be borne by Lessee.

4.02 DAMAGE TO LEASED PREMISES
------------------------------

     A.   SUBSTANTIAL DAMAGE OR TOTAL DESTRUCTION
     --------------------------------------------

     If the Leased  Premises or any building or buildings  located on the Leased
     Premises are destroyed or substantially damaged by fire or any other cause,
     the  Lessor or Lessee  shall  have the right to  terminate  this  agreement
     effective as of the date of such damage, without liability to either party.

     B.   PARTIAL DAMAGE (USABLE)
     ----------------------------

     In the event  that any part of the  building  or  buildings  on the  Leased
     Premises  are  partially  damaged  by fire or other  cause so as to require
     repair,  but remain  usable for the purposes  permitted by this  Agreement,
     then City may repair any such damage  without  cost to Lessee.  Lessee hall
     remain  obligated to pay rent and comply with all other  provisions of this
     Agreement.  The  decision on whether to repair and the amount and extent of
     the repairs are in the sole discretion of City.

4.03 TRASH AND WASTE REMOVAL
----------------------------

     On or before  the date that is 30 days  after  the  effective  date of this
Lease, the City agrees to cause to be removed from the Leased  Premises,  at its
own  expense,  all  waste,  garbage  and  rubbish,  and agrees to mow the Leased
Premises so that the grass within the Leased Premises is in a sightly condition.
>From and after the date the City  satisfies the  requirements  set forth in the
preceding sentence, Lessee agrees to cause to be removed from the Leased


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Premises,  at its own expense, all waste, garbage and rubbish, and agrees not to
deposit  same on the  Leased  Premises  except  temporarily  in waste or garbage
containers  provided by Lessee at Lessee's  expense.  Lessee further agrees that
Lessee will store all parts,  supplies,  and other  materials on the interior of
buildings located on the Leased Premises,  provided,  however, that any parts or
supplies which must be kept outside  because of volatility of the supply item or
the size of the part will be kept out of view of the public  traveling on public
rights of way or other  surrounding  tenants by installation of fencing or other
means of screening approved by the Director of Airports.

4.04 FENCES
-----------

     Lessee may remove the existing  fencing between  Lessee's  property and the
Leased  Premises  during  the term of this  Lease,  provided  however,  that all
fencing so removed  shall be replaced by Lessee no later than 30 days  following
the  termination of this Lease.  Lessee's  failure to replace all fencing within
the time allowed shall result in the forfeiture of Lessee's  security deposit to
the City.

                     ARTICLE V. NO SUBLEASING OR ASSIGNMENT

     Lessee  shall at no time  sublease  or assign,  or attempt to  sublease  or
assign any portion of this Lease or the Leased  Premises,  and any such sublease
or assignment is void at inception.

                           ARTICLE VI. INDEMNIFICATION

     LESSEE WILL  INDEMNIFY  AND HOLD HARMLESS AND DEFEND CITY AND ALL OF CITY'S
OFFICERS, AGENTS AND EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL SUITS, ACTIONS,
CLAIMS,  DAMAGES,  PERSONAL INJURIES,  ACCIDENTAL DEATH, LOSSES, PROPERTY DAMAGE
AND EXPENSES OF ANY CHARACTER WHATSOEVER,  INCLUDING ATTORNEY'S FEES BROUGHT FOR
OR ON ACCOUNT OF ANY INJURIES OR DAMAGES  RECEIVED OR SUSTAINED BY ANY PERSON OR
PERSONS OR  PROPERTY,  ON ACCOUNT OF ANY  NEGLIGENT  ACT OF LESSEE ITS AGENTS OR
EMPLOYEES, OR ANY SUBCONTRACTOR,  arising out of the operations conducted on the
Leased  Premises,  and Lessee will be required  to pay any  judgment  with costs
which arises out of operations  conducted on the Leased Premises and is obtained
against City or any of its officers,  agents or employees,  including attorney's
fees.

     LESSEE SHALL  INDEMNIFY AND HOLD HARMLESS AND DEFEND CITY AND ALL OF CITY'S
OFFICERS,  AGENTS AND  EMPLOYEES,  SUCCESSORS AND ASSIGNS FROM ALL SUITS ACTIONS
CLAIMS DAMAGES PERSONAL INJURIES, ACCIDENTAL DEATH, PROPERTY DAMAGE, LOSSES, AND
EXPENSE OF ANY CHARACTER WHATSOEVER INCLUDING ATTORNEY'S FEES, BROUGHT FOR OR ON
ACCOUNT  OF ANY  INJURIES  OR DAMAGES  RECEIVED  OR  SUSTAINED  BY ANY PERSON OR
PERSONS OR PROPERTY,  ON ACCOUNT OF ANY  NEGLIGENT  ACT OF CITY CITY'S  OFFICERS
AGENTS AND EMPLOYEES  WHETHER SUCH NEGLIGENT ACT WAS THE SOLE PROXIMATE CAUSE OF
THE INJURY OR DAMAGE OR A PROXIMATE CAUSE JOINTLY AND  CONCURRENTLY  WITH LESSEE


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OR LESSEE'S  EMPLOYEES,  AGENTS OR SUBCONTRACTORS  NEGLIGENCE ARISING OUT OF THE
OPERATIONS  CONDUCTED ON THE LEASED  PREMISES AND LESSEE WILL BE REQUIRED TO PAY
ANY JUDGMENT WITH COSTS WHICH ARISES OUT OF  OPERATIONS  CONDUCTED ON THE LEASED
PREMISES  AND  IS  OBTAINED  AGAINST  CITY  OR ANY OF  ITS  OFFICERS  AGENTS  OR
EMPLOYEES,_ INCLUDING ATTORNEY'S FEES.

     Lessee agrees to be responsible for the Worker's Compensation  insurance on
its  employees.  If any  direct  claim for  Worker's  Compensation  benefits  is
asserted  against City by any of said  employees  or, in the event of death,  by
their  personal  representative(s)  then upon written  notice from City,  Lessee
shall  undertake to defend City against such  claim(s) and shall  indemnify  and
hold City  harmless  from and  against  any such  claim(s)  to the extent of all
benefits,  costs of litigation,  disbursements  and attorney's  fees incurred in
connection therewith.

                             ARTICLE VII. INSURANCE

7.01 COVERAGE REQUIRED
----------------------

     Lessee shall procure and maintain, in full force and effect during the term
of this Lease and any  extension  thereof,  at its sole  expense,  an  insurance
policy or policies in the amount of not less than FIVE HUNDRED  THOUSAND DOLLARS
($500,000.00) combined single limit General Liability bodily injury and property
damage.

     The policy or an  endorsement  thereto shall name the City as an additional
insured,  and  shall  further  provide  a broad  form of  contractual  liability
protection  to include  this Lease  between  the City and Lessee.  Lessee  shall
require  its  insurance  carriers,  with  respect  to  all  insurance  policies,
including Worker's Compensation,  to WAIVE ALL RIGHTS OF SUBROGATION IN FAVOR OF
THE CITY. In addition, said policy shall provide that it will not be canceled or
materially  altered  unless a thirty  (30) day written  notice of  cancellation,
material  change or non-renewal has been served upon the City. In the event such
policy of insurance is canceled,  Lessee shall,  prior to the effective  date of
such cancellation, procure other insurance in the amounts and in accordance with
conditions set forth herein.

7.02 CERTIFICATE OF INSURANCE
-----------------------------

     Prior to the  execution  of this  Lease and for so long as this Lease is in
effect,  Lessee  shall  provide  the City a  current  certificate  of  insurance
executed by the  insurance  carrier  issuing  said policy  certifying  that said
insurance is in full force and effect, that all operations of Lessee are covered
by such  policy,  that  subrogation  is waived as to the City,  and that City is
named as an additional insured.


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7.03 INSURANCE NOT LIMITATION ON INDEMNITY
------------------------------------------

     The  amount  or  amounts  of all  required  policies  shall not be deemed a
limitation  of the Lessee's  agreement to indemnify  and hold harmless the City,
its  officers  and  employees  in the event  Lessee  or City,  its  officers  or
employees shall become liable in an amount in excess of the amount or amounts of
such policies.

7.04 CITY'S RIGHT TO PURCHASE INSURANCE
---------------------------------------

     In the event such insurance as required by Section 7.01 above, shall lapse,
the City reserves the right to obtain such insurance at Lessee's  expense.  Upon
demand from City, Lessee shall reimburse City for the full amount of the premium
paid on Lessee's  behalf or, at City's  option,  such amounts  shall be added as
amounts due City as rent pursuant to Section 3.01.

                               ARTICLE VIII. SIGNS

     All signs shall be constructed and erected in accordance with the standards
approved by the Director of Airports.  Prior to  installation,  construction  or
placing of any such signs or  advertising  matter on the  Leased  Premises,  the
Lessee  shall  submit to the  Director of Airports  for his approval in writing,
such drawings, sketches, design dimensions and type, number and character of the
sign or advertising  matter as necessary to obtain such  approval.  Lessee shall
remove  all signs at its own  expense at the end of the Lease and repair any and
all damage at Lessee's own expense.

     Lessee may not install or erect any sign on or about the  premises  without
first  obtaining  City's  written  approval.  Lessee must,  at its sole expense,
remove any signs that it  installed  or  erected  on or about the  premises  and
repair any damage done to the  premises  or the  building in which the signs are
located.   This  removal  and  repair  must  be  completed  no  later  than  the
lease-termination  date. If the sign or signs are not removed,  the signs become
the property of City without City owing any compensation to Lessee.

                        ARTICLE IX. DEFAULT AND REMEDIES

9.01 EVENTS OF DEFAULT

         The following events shall constitute events of default of Lessee
pursuant to this Lease Agreement:

          A.   The  failure  of  Lessee  to pay at the  time and  place  due any
               installment  of rent or any other  payment  due to City by Lessee
               pursuant to this Lease;

          B.   The abandonment of the Leased Premises by Lessee;

          C.   The violation by Lessee of any other covenant,  term or provision
               in this Lease  binding  upon  Lessee and the failure of Lessee to
               remedy such  violation  within a period of thirty (30) days after
               written notice thereof by City to Lessee;


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<PAGE>


          D.   Failure of a trustee in  bankruptcy  to affirm this Lease  within
               thirty (30) days after the filing of any voluntary petition by or
               against  Lessee,  or by or  against  any then  owner of  Lessee's
               estate and  interest in this Lease,  under any  provision  of the
               United States Bankruptcy Code or any other similar law;

          E.   Any assignment by Lessee for the benefit of creditors; or

          F.   Any appoinhtment of a receiver of the assets of Lessee.

9.02 REMEDIES
-------------

     Upon the  occurrence  of any event of uncured  default by Lessee,  except a
default relating to the filing of bankruptcy,  City shall have the right, at its
sole  option,  to  terminate  this Lease at any time by giving  thirty (30) days
written notice to Lessee of City's  election to so terminate.  Such  termination
shall be effective  upon the  expiration  of thirty (30) days from the date such
notice of such termination is given to Lessee. Upon such termination, City shall
have the right  immediately to reenter and repossess the Leased  Premises.  Upon
such  termination,  the rent for the entire  stated term of this Lease,  and all
other  indebtedness,  if any,  payable under the provisions  hereof by Lessee to
City,  shall be and become  immediately due and payable without notice to Lessee
or anyone else, and without regard to whether  possession of the Leased Premises
shall have been  surrendered  to or taken by City,  and Lessee agrees to pay the
same to City at once,  together  with  payment of all loss or damage  which City
shall have suffered by reason of such event or default. In the event the default
arises from the filing of bankruptcy by Lessee,  or the filing of an involuntary
petition  of  bankruptcy  by  Lessee's  creditors,  City shall have the right to
terminate  this Lease by providing  not less than thirty (30) days notice to the
bankruptcy  trustee or the trustee in  possession  if said trustee has failed to
ratify this Lease within 45 days after filing of said bankruptcy petition.

9.03 REMEDIES NOT EXCLUSIVE
---------------------------

         The remedies to which City may resort hereunder are cumulative and are
not intended to be exclusive of any other remedies or means of a redress to
which City may lawfully be entitled at any time. City may invoke any remedy
allowed at law or in equity as if specific remedies were not provided for
herein.

9.04 NO WAIVER OF BREACH
------------------------

     City's  failure or delay in declaring  the existence of an event of default
by Lessee shall not be construed as a waiver thereof,  nor shall it be construed
so as to waive or to lessen the right of the City to insist upon the performance
by Lessee of any term,  covenant or condition  hereof, or to exercise any rights
given it on  account of any such event of  default.  A waiver of any  particular
event of default shall not be deemed to be a waiver of the same,  similar or any
other subsequent event of default.


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9.05 EXPEDITIOUS ACTION
-----------------------

     Notwithstanding  any provision as to notice in this Lease herein contained,
if in City's  reasonable  judgment  the  continuance  of any event of default by
Lessee  for the full  period of the  notice to cure the  event of  default  will
jeopardize  the  operation of the Airport or the rights of the City or the other
Airport  tenants,  City may,  without  notice,  elect to  perform  those acts in
respect to which  Lessee is in  default.  Lessee  shall  reimburse  City for any
reasonable and necessary  costs incurred by the City or, at City's option,  City
may add such amounts as additional rents due hereunder.

9.06 UTILITIES
--------------

     Lessee  shall  be  solely  responsible  for the  payment  of all  electric,
telephone,  water, refuse, natural gas and other public utility services used on
the Leased  Premises.  Lessee and City agree that included within the rent to be
paid by Lessee under this Lease is a $30.00/month  charge for the water services
to be  provided  to the  Leased  Premises.  Lessee's  payment  of the rent  owed
hereunder shall satisfy Lessee's  obligation to pay for the water services to be
provided to the Leased Premises.

                       ARTICLE X. MISCELLANEOUS PROVISIONS

10.01 INSPECTION AND ACCESS BY CITY
-----------------------------------

     City may enter  upon the Leased  Premises  at any  reasonable  time for any
purpose  necessary,  incidental  to or  connected  with the  performance  of its
obligations  hereunder,  or in the exercise of its governmental  functions,  for
fire  protection or security  purposes,  or for  inspecting or  maintaining  the
Leased  Premises,  or doing any and all things City is obligated to do, or which
may be deemed necessary or desirable for the proper conduct and operation of the
Airport.

10.02 RELATIONSHIP OF PARTIES
-----------------------------

     It is mutually understood and agreed that nothing in this Lease is intended
or shall be construed as in any way making the Lessee an agent of the City,  the
relationship at all times being that of landlord and tenant.

10.03 DEVELOPMENT OF THE AIRPORT
--------------------------------

     Future development, changes, alterations,  modifications or improvements to
the Airport shall be at the sole discretion of the City.


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10.04 SUBORDINATION TO FEDERAL AGREEMENTS
-----------------------------------------

     This Lease shall be subordinate to the provisions and  requirements  of any
existing or future agreement between the City and the United States, relative to
the development, operation or maintenance of the Airport.

10.05 CHANGES
-------------

     City  reserves  the right to make,  at any time,  such changes in or to the
Airport  and the  fixtures  and  equipment  thereof,  as it may deem  necessary,
provided  that it does not impair  Lessee's use of the Leased  Premises.  Lessee
agrees to allow the City to make such changes and to require no  compensation or
to seek to attach any liability to the City for those changes,  even if the City
is negligent therein.

10.06 INABILITY TO PERFORM
--------------------------

     If, by reason of (a) strike, (b) work stoppage, (c) governmental preemption
in connection with a national  emergency,  (d) any rule,  order or regulation of
any governmental  agency,  (e) conditions of supply or demand which are affected
by war or other  national,  state or  municipal  emergency,  or (f) other  cause
beyond the control of City,  whether or not similar to any of the causes  listed
in clauses (a) through (f) above,  City shall after a reasonable  time be unable
to fulfill  its  obligations  under this  Lease,  including  but not  limited to
delivery of possession of the Leased Premises,  or shall be unable to supply any
service  which City is obligated to supply to Lessee or to the Leased  Premises,
this Lease and Lessee's  obligation to pay rent hereunder shall abate,  provided
that City shall not be liable to Lessee or to anyone  else for damages for or on
account of any failure of City to perform because of any such liability.

10.07 RULES AND REGULATIONS
---------------------------

          A.   Airport  Security Rules and Regulations:  Lessee,  its directors,
               officers,  employees,  and  contractors  shall  comply  with  all
               federal and local  Airport  Security  regulations  adopted by the
               City or the Department of Airports as such rules and  regulations
               exist or may hereafter be amended.

          B.   14 C.F.R. Part 77 Requirements:  Lessee agrees to comply with the
               notification and review  requirements set forth in Part 77 of the
               Federal  Aviation  Regulations  [14 CFR Part 77] in the event any
               future  structure,  antenna or building is planned for the Leased
               Premises,  or in the  event of any  planned  modification  of any
               present or future building,  antenna or structure  located on the
               Leased Premises.

          C.   Control of Structures: No structure, object or tree on the Leased
               Premises  shall at its highest  point  exceed 30 feet in the air.
               City reserves the right to enter upon the Leased  Premises and to
               remove any  offending  structure or object and cut the  offending
               tree at Lessee's expense.


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<PAGE>


          D.   Aerial Approaches:  City reserves the right to take any action it
               considers  necessary  to  protect  the aerial  approaches  of the
               Airport  against  obstruction  together with the right to prevent
               Lessee from  erecting or permitting to be erected any building or
               other  structure  on or  adjacent to the  Airport  which,  in the
               opinion of the City, would limit the usefulness of the Airport or
               constitute a hazard to aircraft.

          E.   Right of  Overflight:  There is hereby  reserved to the City, for
               the use and  benefit  of the  public,  a right of flight  for the
               passage of  aircraft  above the  surface of the Leased  Premises,
               together  with the right to cause in said  airspace such noise as
               may be  inherent  in the  operation  of  aircraft,  now  known or
               hereafter used for navigation of or flight in the air, using said
               airspace  for landing  at,  taking off from or  operating  on the
               Airport.

10.08 ENTIRE AGREEMENT
----------------------

     This Lease  evidences  the entire  Lease  between  City and Lessee,  and no
representation  of, or  understanding  or agreement had between,  the parties or
agents or other,  except as set forth  herein,  shall be binding on the  parties
hereto.

10.09 NOTICES
-------------

     Any  notice  or other  communication  required  or  permitted  to be given,
rendered  or made by  either  party  to the  other,  pursuant  to this  Lease or
pursuant to any applicable law or requirement of public  authority,  shall be in
writing  (whether or not so stated  elsewhere in this Lease) and shall be deemed
to have been  properly  given,  rendered or made,  if and when sent by Certified
Mail,  Return  Receipt  Requested,  addressed to the Director of Airports of the
City of Midland at his office at P. O. Box 60305,  Midland,  Texas  79711 and to
the Lessee at the  Leased  Premises.  Either  City or Lessee  may,  by notice as
aforesaid  designate  a  different  address or  addresses  for  notices or other
communications.

10.10 SURRENDER
---------------

     On the  termination  of this  Lease,  or upon any  reentry by City into the
Leased Premises,  Lessee shall quit and surrender the Leased Premises to City in
good order,  condition  and repair  except for  ordinary  wear and tear and such
damage or destruction as City is required to repair or restore under this Lease,
and the  Lessee  shall  remove  all of  Lessee's  property  therefrom  except as
otherwise expressly provided in this Lease.  Lessee's  obligations to observe or
perform this covenant shall survive the expiration or other  termination of this
lease.


                                       11
<PAGE>


10.11 QUIET ENJOYMENT
---------------------

     City  covenants and agrees with Lessee that upon  Lessee's  paying the rent
reserved in this Lease and observing and performing all the terms, covenants and
conditions of this Lease on Lessee's part to be observed and  performed,  Lessee
may peaceably and quietly  enjoy the Leased  Premises,  subject to the terms and
conditions of this Lease.

10.12 AFFIRMATIVE ACTION PROGRAM
--------------------------------

     The Lessee assures that it will undertake an affirmative  action program to
the extent  required of Lessee by 14 CFR Part 152,  Subpart E, to ensure that no
person shall on the grounds of race,  creed,  color,  national origin, or sex be
excluded from participating in any employment  activities covered in 14 CFR Part
152,  Subpart E. The Lessee  assures  that no person  shall be excluded on these
grounds  from  participating  in or  receiving  the  services or benefits of any
program or activity  covered by this  subpart.  The Lessee  assures that it will
require that its covered  suborganizations  provide  assurances to the City, and
they  similarly will undertake  affirmation  action  programs and that they will
require  assurances  from  their sub  organizations,  to the  extent the same is
required of such parties by 14 CFR Part 152, Part E, to the same effect.

10.13 NONDISCRIMINATION
-----------------------

     The  Lessee,  for  itself,  its  personal  representatives,  successors  in
interest,  and  assigns,  as a part of the  consideration  hereof,  does  hereby
covenant and agree as a covenant  running  with the land that:  (a) no person on
the  grounds  of  race,  color,  or  national  origin  shall  be  excluded  from
participation  in,  denied  the  benefits  of,  or  be  otherwise  subjected  to
discrimination in the use of the facilities; (b) that in the construction of any
improvements  on,  over,  or under  such  land and the  furnishing  of  services
thereon,  no person on the grounds of race,  color,  or national origin shall be
excluded  from  participation  in,  denied  the  benefits  of, or  otherwise  be
subjected  to  discrimination;  and (c) that the  Lessee  shall  use the  Leased
Premises in  compliance  with all other  requirements  imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A,
Office  of the  Secretary,  Part 21,  Nondiscrimination  in  Federally  Assisted
Programs of the  Department  of  Transportation-Effectuation  of Title VI of the
Civil Rights Act of 1964, and as those Regulations may be amended.  In the event
of breach of any of the above nondiscrimination  covenants,  City shall have the
right to  terminate  this Lease and to reenter  and  repossess  the land and the
facilities  thereon,  and hold the same as if this  Lease had never been made or
issued.  This provision shall not be effective until the procedures of Title 49,
Code of  Federal  Regulations,  Part 21 are  followed  and  completed  including
exercise or expiration of appeal rights.

10.14 TAXES AND ASSESSMENTS
---------------------------

     Lessee  will pay before  delinquency  of any and all taxes,  license  fees,
occupational  taxes or  assessments,  special  or  general,  lawfully  levied on
account  of  Lessee's  occupancy,  and upon  Lessee's  fixtures,  equipment  and
personal property in and on the Leased Premises.


                                       12
<PAGE>


10.15    ATTORNEY FEES

     BY EXECUTING THIS LEASE  AGREEMENT,  LESSEE AGREES TO WAIVE AND DOES HEREBY
WAIVE ANY CLAIM IT HAS OR MAY HAVE AGAINST THE CITY OF MIDLAND, TEXAS, REGARDING
THE  AWARD OF  ATTORNEY'  S FEES,  WHICH  ARE IN ANY WAY  RELATED  TO THE  LEASE
AGREEMENT, OR THE CONSTRUCTION, INTERPRETATION OR BREACH OF THE LEASE AGREEMENT.
THE LESSEE  SPECIFICALLY AGREES THAT IF THE LESSEE BRINGS OR COMMENCES ANY LEGAL
ACTION  OR  PROCEEDING  RELATED  TO  THIS  LEASE  AGREEMENT,  THE  CONSTRUCTION,
INTERPRETATION,  VALIDITY OR BREACH OF THIS LEASE  AGREEMENT,  INCLUDING BUT NOT
LIMITED  TO  ANY  ACTION  PURSUANT  TO  THE  PROVISIONS  OF  THE  TEXAS  UNIFORM
DECLARATORY  JUDGMENTS  ACT (TEXAS  CIVIL  PRACTICE  AND  REMEDIES  CODE SECTION
37.001, ET. SEQ., AS AMENDED), THE LESSEE AGREES TO WAIVE AND RELINQUISH ANY AND
ALL  RIGHTS  TO THE  RECOVERY  OF  ATTORNEY'S  FEES TO WHICH  THE  LESSEE  MIGHT
OTHERWISE BE ENTITLED.

     The  Lessee  agrees  that  this  is  the  intentional  relinquishment  of a
presently existing known right. The Lessee  acknowledges that it understands all
terms and conditions of the Lease Agreement.

     By execution  of the Lease  Agreement,  the Lessee  hereby  represents  and
warrants to the City of Midland,  Texas the Lessee has read and  understood  the
Lease Agreement.

     This section shall not be construed as a waiver of sovereign immunity.

10.16 GOVERNING LAW AND VENUE
-----------------------------

     This Lease shall be governed by and construed in  accordance  with the laws
of the State of Texas.  All  performance and payment made pursuant to this Lease
Agreement shall be deemed to have occurred in Midland County,  Texas.  Exclusive
venue for any claims, suits or any other action arising from or connected in any
way to this Lease  Agreement or the performance of this Lease Agreement shall be
in Midland County, Texas.

10.17 SEVERABILITY
------------------

     If any  provision  of this Lease is invalid  or  unenforceable,  this Lease
shall be considered  severable as to such  provision,  and the remainder of this
Lease shall  remain  valid and binding as though such  invalid or  unenforceable
provision were not included herein.

10.18 CAPTIONS
--------------

     Section  headings are inserted  herein only as a matter of convenience  and
for reference, and in no way defines, limits or describes the scope or intent to
any provision herein.


                                       13
<PAGE>


10.19 AMENDMENTS, MODIFICATIONS, ALTERATIONS
--------------------------------------------

     No amendment,  modification, or alteration of the terms of this Lease shall
be binding unless it is in writing,  dated subsequent to the date of this Lease,
and duly executed by the parties to this Lease.

10.20 CUMULATIVE RIGHTS AND REMEDIES
------------------------------------

     The rights and remedies  provided by this Lease  Agreement are  cumulative,
and the use of any one right or remedy by either  party  shall not  preclude  or
waive its  rights to use any or all other  remedies.  The  rights  and  remedies
provided in this Lease are given in addition to any other rights the parties may
have by law, statute, ordinance, or otherwise.

10.21 TERMINATION AT WILL
-------------------------

     The City may  terminate  this  Agreement  at will for no or any reason upon
giving three-hundred sixty five (365) days written notice to Lessee. The parties
to this Lease  understand  and agree  that it is in City's  sole  discretion  to
cancel the Lease  during  the term of the Lease  without  penalty  to City.  The
Lessee has no  expectation  and has received no guarantees  that this Lease will
not be terminated. The parties have bargained for the flexibility of terminating
this Lease upon  tender of the  requisite  notice at any time during the term of
this Lease.

10.22 SOVEREIGN IMMUNITY
------------------------

     By  executing  this Lease the City is not  waiving  its right of  sovereign
immunity. The City is retaining its immunity from suit. The City is not granting
consent to be sued by legislative resolution or action.

     THERE IS NO WAIVER OF SOVEREIGN IMMUNITY.

10.23 THIRD-PARTY BENEFICIARY
-----------------------------

     There is no third party  beneficiary to this Lease. No person or entity who
is not a party to this Lease  shall have any third  party  beneficiary  or other
rights hereunder.

10.24 RELEASE
-------------

     Lessee hereby releases,  acquits and forever discharges City, its employees
and officers,  from any and all demands,  claims or causes of action of any kind
whatsoever  which  Lessee has or might  have in the  future,  including  but not
limited to BREACH OF CONTRACT,  QUANTUM MERUIT, CLAIMS UNDER THE DUE PROCESS AND
TAKINGS CLAUSES OF THE TEXAS AND UNITED STATES  CONSTITUTIONS,  TORT CLAIMS,  OR
CITY'S NEGLIGENCE.


                                       14
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Lease Agreement to
be effective the 1st day of March, 2004.


                                                CITY OF MIDLAND, TEXAS



                                                 By: /s/Michael J. Canon
                                                     --------------------
                                                     Michael J. Canon, Mayor


ATTEST:

/s/Kaylah McCord
-----------------------------
Kaylah McCord, City Secretary




APPROVED AS TO FORM:

/s/Keith Stretcher
------------------------------
Keith Stretcher, City Attorney


                                                NATURAL GAS SERVICES GROUP, INC.



                                                 By: /s/Wallace C. Sparkman
                                                     ----------------------


                                       15