AMENDMENT TO CONSULTING AGREEMENT
This Amendment to the Consulting Agreement ("Amendment"), effective as
April 26, 2005, is entered into by and between NATURAL GAS SYSTEMS, INC., a
Nevada corporation (herein referred to as the "Company"), and LIVIAKIS FINANCIAL
COMMUNICATIONS, INC., a California corporation (herein referred to as the
"Consultant").
W I T N E S S E T H:
WHEREAS, the Company assumed the consulting contract (such agreement is
hereinafter referred to as the "Consulting Contract," attached hereto as Exhibit
A) entered into between the Company's the predecessor in interest, Natural Gas
Systems, Inc., a Delaware corporation, and Consultant on September 23, 2003
concerning the engagement of Consultant as an investor relations firm; and
WHEREAS, the term of the Consulting Contract has now expired and the
parties wish to amend the Consulting Contract so that Consultant shall continue
to provide its investor relations services and the Company has agreed to provide
additional consideration;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. All references to "Company" contained in the Consulting Contract
shall be deemed to mean Natural Gas Systems, Inc., a Nevada
corporation.
2. Section 1 of the Consulting Contract is amended and restated in its
entirety, effective as of the date hereof, to provide as follows:
"Term of Consultancy. The Company hereby agrees to retain the
Consultant to act in a consulting capacity to the Company, and
the Consultant hereby agrees to provide services to the
Company commencing on May 2, 2005, and ending one year later
(the "Term)."
4. Section 4(a) of the Consulting Contract is amended and restated in
its entirety, to provide as follows:
"Purchase of Common Stock. For undertaking this engagement,
the Company agrees to issue to the Consultant One Hundred
Twenty Thousand (120,000) shares of the Company's common
stock("Common Stock"), which shall be subject to monthly
vesting, pursuant to the Stock Grant Agreement, attached
hereto as Exhibit B (the "Stock Grant Agreement") and of even
date herewith."
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5. A new Section 4(d) is hereby added to the Consulting Contract, to
provide as follows:
"Monthly Fee. During the Term hereof, Company shall pay Consultant a
monthly fee of $5,000.00 ("Monthly Fee"), payable monthly in
arrears, starting May 31, 2005."
6. Section 9 of the Consulting Contract is amended and restated in its
entirety, to provide as follows:
"Termination. This Agreement shall become effective as of the date
listed above and shall continue in full force and effect until the
expiration of the Term, unless terminated sooner in accordance with
the express provisions of this Section 9. The Company may terminate
this Agreement at any time, with or without Cause upon 5 days prior
notice. For the purposes of this Agreement, "Cause" is defined under
the Stock Grant Agreement. In the event the Company terminates this
Agreement for Cause, the Company's obligations to pay further
compensation of under this Agreement or the Stock Grant Agreement
shall cease. In the event the Company terminates this Agreement for
any reason other than Cause, only the Company's obligation to pay
the Monthly Fee shall terminate, and the Consultant shall continue
to vest shares under the terms and conditions of the Stock Grant
Agreement.
7. Except to the extent modified hereby, the Consulting Contract shall
remain in full force and effect.
8. This Amendment shall be binding upon and inure to the benefit of the
parties and their successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date and year first referenced above.
"The Company" NATURAL GAS SYSTEMS, INC.
Date: By: _____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
"The Consultant" LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
Date: By: ______________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
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