<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>v042008_ex99-1.txt
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                                    EXHIBIT B

                            NATURAL GAS SYSTEMS, INC.

                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                                     CHARTER



I.       PURPOSE

         The primary function of the Audit Committee (the "Committee") is to
assist the Board of Directors ("Board") in fulfilling its oversight
responsibilities relating to (1) the quality and integrity of the financial
reports of the Company, (2) the independent auditor's qualifications and
independence, (3) the performance of the Company's internal audit function, and
(4) the compliance by the Company with legal and regulatory requirements.
Consistent with these functions, the Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels.

II.      STATEMENT OF POLICY

         In carrying out its responsibilities, the Committee's policies and
procedures should remain flexible, in order to best react to changing
circumstances. The Committee shall provide assistance to the Board in fulfilling
its oversight responsibility to the stockholders, potential stockholders, the
investment community, and others relating to the Company's financial statements
and the financial reporting process, the systems of internal accounting and
financial controls, the internal audit function, the annual independent audit of
the Company's financial statements and the legal compliance and ethics programs
as established by management and the Board. In so doing, it is the
responsibility of the Committee to maintain free and open communication between
the Committee, the independent auditors and the management of the Company. In
discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside counsel,
or other experts for this purpose.

         The Committee will fulfill these responsibilities by carrying out the
activities enumerated in Part V of this Charter.

III.     COMPOSITION

         The Committee shall be comprised of no fewer than three Directors as
determined by the Board, each of whom shall meet the independence and experience
requirements as defined in the applicable rules for AMEX-listed issuers, as well
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Securities and Exchange Commission (the "SEC").

         At least one member of the Committee shall be an "audit committee
financial expert" as defined by the SEC.

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         The members of the Committee shall be appointed by the full Board. The
Board may replace Committee members. Unless a Chair is elected by the full
Board, the members of the Committee may designate a Chair by majority vote of
the full Committee membership.

IV.      MEETINGS

         The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee shall meet periodically with management and the
independent auditors in separate executive sessions to discuss any matters that
the Committee or either of these groups believes should be discussed privately.
The Committee may request any officer or employee of the Company or the
Company's outside counsel or independent auditors to attend a meeting of the
Committee or meet with any members of, or consultants to, the Committee.

V.       AUDIT COMMITTEE AUTHORITY and RESPONSIBILITIES

         The Committee shall:

            1. Make regular reports to the Board.

            2. Have the authority, to the extent it deems necessary or
appropriate, to retain and determine funding for independent legal,
accounting or other advisors and administrative expenses.

            3. Review and update this Charter periodically, at least annually,
as conditions dictate.

            4. Prepare an annual report to the Company's shareholders as
required by the SEC. The report should be included in the Company's annual proxy
statement.

         Authority Over and Oversight of Relationship with the Independent
         Auditors

            5. Have the sole authority to appoint or replace, determine funding
for, and oversee the independent auditors (subject, if applicable, to
shareholder ratification). The independent auditors shall report directly to the
Committee.

            6. Pre-approve all audit services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by its
independent auditors, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934 which are approved by the Committee prior to completion of the audit. The
Committee may form and delegate authority to subcommittees consisting of one or
more members when appropriate, including the authority to grant pre-approvals of
audit and permitted non-audit services, provided that decisions of such
subcommittees to grant pre-approvals shall be presented to the full Committee at
its next scheduled meeting.

            7. Be directly responsible for the compensation and oversight of the
work of the independent auditors (including resolution of disagreements between
management and the independent auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work.

                                      -2-
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            8. Review and evaluate the lead partner of the independent auditor
team.

            9. Obtain and review a report from the independent auditors at least
annually regarding (a) the independent auditors' internal quality-control
procedures, (b) any material issues raised by the most recent internal quality
control review, or peer review, of the firm, or by any inquiry or investigation
by governmental or professional authorities within the preceding five years
respecting one or more independent audits carried out by the firm, (c) any steps
taken to deal with any such issues, and (d) all relationships between the
independent auditors and the Company.

            10. Evaluate the qualifications, performance and independence of the
independent auditors, including considering whether the auditors' quality
controls are adequate and the provision of permitted non-audit services is
compatible with maintaining the auditors' independence, taking into account the
opinions of management. The Committee shall present its conclusions with respect
to the selection or change of independent auditors to the Board.

            11. Ensure the rotation of the audit partners as required by law.

            12. Meet with the independent auditors prior to the audit to discuss
the overall planning and staffing of the audit.

            13. Recommend to the Board policies for the Company's hiring of
employees or former employees of the independent auditors who participated in
any capacity in the audit of the Company.

         Financial Statement and Disclosure Matters

            14. Review and discuss with management and the independent auditors
the Company's annual financial statements, including management's discussion and
analysis, and any reports or other financial information submitted to any
governmental body, or the public, including any certification, report, opinion
or review rendered by the independent auditors, and recommend to the Board
whether the audited financial statements should be included in the Company's
Form 10-KSB.

            15. Review and discuss with management and the independent auditors
the Company's quarterly financial statements prior to filing of its Form 10-QSB,
or prior to the release of earnings.

            16. Discuss with management and the independent auditors, together
and in separate executive sessions, significant financial reporting issues and
judgments made in connection with the preparation of the Company's financial
statements, including any significant changes in the Company's selection or
application of accounting principles, any major issues as to the adequacy of the
Company's internal controls, financial reporting process and any special steps
adopted in light of material deficiencies.

                                      -3-
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            17. Review and discuss quarterly reports from the independent
auditors on:

                  a.    All critical accounting policies and practices to be
                        used;

                  b.    All alternative treatments of financial information
                        within generally accepted accounting principles ("GAAP")
                        that have been discussed with management, ramifications
                        of the use of such alternative disclosures and
                        treatments, and the treatment preferred by the
                        independent auditors; and

                  c.    Other material written communications between the
                        independent auditors and management, such as any
                        management letter or schedules of unadjusted
                        differences.

            18. Discuss with management the Company's earnings press releases,
including the use of "pro forma" non-GAAP information, as well as financial
information and earnings guidance provided to analysts and rating agencies. Such
discussion may be done generally (consisting of the types of information to be
disclosed and the types of presentations to be made).

            19. Discuss with management and the independent auditors the effect
of regulatory and accounting initiatives as well as off-balance sheet structures
on the Company's financial statements.

            20. Discuss with the independent auditors matters (required by
Statement on Auditing Standard No. 61) relating to the conduct of the audit,
including any difficulties encountered in the course of the audit work, any
restrictions on the scope of the activities or access to requested information,
and any significant disagreements with management.

            21. Review with the independent auditors and financial and
accounting personnel, the adequacy and effectiveness of the accounting and
financial controls of the Company and related disclosure controls, and elicit
any recommendations offered for the improvement of such internal control and
disclosure control procedures or particular areas where new or more detailed
controls or procedures are desirable. Particular emphasis should be given to the
adequacy of such internal controls to expose any payments, transactions or
procedures that might be deemed illegal or otherwise improper. Further, the
Committee periodically should review Company policy statements to determine
their adherence to the Company's Code of Ethics.

            22. Discuss with management and the independent auditors the
Company's major financial risk exposures (including potential or pending
litigation) and steps management has taken to monitor and control such
exposures, including the Company's risk assessment and risk management policies.

         Compliance Oversight Responsibilities

            23. Obtain from the independent auditors assurance that Section
10A(b) of the Exchange Act has not been implicated.

                                      -4-
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            24. Discuss with or obtain reports from management and the
independent auditors that the Company and its affiliated entities are in
conformity with applicable legal requirements and the Company's Code of Ethics.
Review reports and disclosures on insider and affiliated party transactions.
Advise the Board with respect to the Company's policies and procedures regarding
compliance with applicable laws and regulations and with the Company's Code of
Ethics.

            25. Investigate any matter brought to its attention within the scope
of its duties, with the power to retain outside counsel for this purpose without
seeking Board approval if, in its judgment, that is appropriate.

            26. Establish procedures for receiving, retaining and addressing
complaints concerning accounting, internal audit controls and other audit
matters.

            27. Establish procedures for the confidential, anonymous submission
of employee concerns regarding questionable accounting or auditing matters.

            28. Discuss with the Company's general counsel legal matters that
may have material impact on the financial statements or the Company's compliance
policies.

            29. Review and oversee the Company's related party transactions.

            30. Submit the minutes of all meetings of the Committee to the Board
and discuss, through its Chairman, the matters discussed at each Committee
meeting with the Board.

VI. LIMITATION OF THE AUDIT COMMITTEE'S ROLE

         While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with GAAP and applicable rules and
regulations. These are the responsibilities of management and the independent
auditors.








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