Re: Notice of Termination of Underwriting Agreement

Exhibit 1.2

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Re:		Notice of Termination of Underwriting Agreement

Gentlemen:

Reference is made to that certain Underwriting Agreement dated as of August 5, 2009 (the “Underwriting Agreement”) by and between NGAS Resources, Inc., a corporation organized under the laws of the Province of British Columbia (the “Company”) and BMO Capital Markets Corp., a Delaware corporation (the “Underwriter”). The Underwriter and you hereby agree to terminate the Underwriting Agreement effective immediately; provided, however that the provisions of Sections 4(k), 4(l) and 6 of the Underwriting Agreement shall at all times be effective and shall survive such termination.

Very truly yours,

Accepted and agreed to as of the date first above written: