EXHIBIT A
                            NATURAL GAS SYSTEMS, INC.
                    COMPENSATION COMMITTEE BOARD OF DIRECTORS
                                     CHARTER
Purpose

The purpose of the Compensation Committee of Natural Gas Systems, Inc. (the
"Corporation") is to aid the Board of Directors in meeting its responsibilities
with regard to oversight and determination of executive compensation. Among
other things, the Committee reviews, recommends and approves salaries and other
compensation of Corporation's executive officers, and administers the
Corporation's 2004 Stock Plan (including reviewing, recommending and approving
stock grants, option grants or other forms of equity compensation to executive
officers).

Membership and Structure

The Compensation Committee shall consist of independent directors (as defined in
the applicable rules for AMEX-listed issuers as well as applicable federal law.
Appointment to the Committee, including designation of the Chair of the
Committee, shall be made on an annual basis by the full Board. Meetings of the
Compensation Committee shall be held at such times and places as the
Compensation Committee shall determine, including by written consent. When
necessary, the Committee shall meet in executive session outside of the presence
of any senior executive officer of the Corporation. The Chair of the
Compensation Committee shall report on activities of the Committee to the full
Board. In fulfilling its responsibilities, as set forth below, the Compensation
Committee shall have authority to delegate its authority to subcommittees,
including subcommittees consisting solely of one or more of the Corporation's
employees, in each case to the extent permitted by applicable law.
Responsibilities The Compensation Committee shall:

      1.    Meet in executive session to determine the compensation of the Chief
            Executive Officer of the Corporation. In determining the amount,
            form, and terms of such compensation, the Compensation Committee
            shall consider the annual performance evaluation of the CEO
            conducted by the Board of Directors in light of corporate goals and
            objectives relevant to CEO compensation, competitive market data
            pertaining to CEO compensation at comparable companies, and such
            other factors as it shall deem relevant, and shall be guided by, and
            seek to promote, the best interests of the Corporation and its
            shareholders.

                                       1


      2.    Determine salaries, bonuses, and other matters relating to
            compensation of the executive officers of the Corporation. In
            determining the amount, form, and terms of such compensation, the
            Committee shall consider the officer's performance in light of
            corporate goals and objectives relevant to executive compensation,
            competitive market data pertaining to executive compensation at
            comparable companies, and such other factors as it shall deem
            relevant, and shall be guided by, and seek to promote, the best
            interests of the Corporation and its shareholders. The CEO of the
            Corporation may be present at meetings during which such
            compensation is under review and consideration but may not vote,

      3.    Review and make recommendations with respect to stockholder
            proposals related to compensation matters.

      4.    Review and make recommendations from time to time on the adequacy
            and effectiveness of Board compensation in relation to other similar
            companies.

      5.    Review and make recommendations to the Board regarding executive
            compensation and benefit plans and programs.

      6.    As requested by the Corporation's management, review, consult and
            make recommendations and/or determinations regarding employee and/or
            advisor compensation and benefit plans and programs generally,
            including employee bonus and retirement plans and programs (except
            to the extent specifically delegated to a Board appointed committee
            with authority to administer a particular plan).

      7.    Administer the Corporation's stock option or other equity-based
            plans, including the review and grant of stock options to all
            eligible employees under the Corporation's existing stock option
            plans.

      8.    Review and approve the Report of the Compensation Committee on
            Executive Compensation to be included in the Corporation's annual
            proxy statement.

      9.    When appropriate, be authorized to designate one or more of its
            members to perform certain of its duties on its behalf, subject to
            such reporting to or ratification by the Committee as the Committee
            shall direct.

      10.   Annually review and reassess the adequacy of its charter and
            recommend any changes to the full Board,

In fulfilling its responsibilities, the Compensation Committee shall have the
authority, and shall be afforded resources sufficient, to engage independent
compensation consultants or legal advisers when determined by the Committee to
be necessary or appropriate. The Compensation Committee shall have sole
authority to retain and terminate any such consultant or legal adviser,
including sole authority to approve the fees and other retention terms.

                                       2