Amendment to Consulting Agreement between Natural Gas Systems, Inc. and Liviakis Financial Communications, Inc.

Summary

This amendment updates the consulting agreement between Natural Gas Systems, Inc. and Liviakis Financial Communications, Inc. The consultant will continue providing investor relations services for one year starting May 2, 2005. The consultant will receive 120,000 shares of company stock, subject to monthly vesting, and a monthly fee of $5,000. The company can terminate the agreement at any time with five days' notice. If terminated for cause, all compensation stops; if terminated without cause, only the monthly fee ends, but stock vesting continues. All other terms of the original agreement remain in effect.

EX-10.3 4 v017890_amend.txt 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." 1 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: _____________________________ Robert Herlin, President "The Consultant" LIVIAKIS FINANCIAL COMMUNICATIONS, INC. Date: By: ______________________________ John Liviakis, President 2