<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>v042008_ex99-3.txt
<TEXT>
                                    EXHIBIT C

                            NATURAL GAS SYSTEMS, INC.
                       CHARTER OF THE NOMINATING COMMITTEE
                            OF THE BOARD OF DIRECTORS

The Board of Directors of Natural Gas Systems, Inc., a Nevada corporation (the
"Corporation"), has constituted and established a Nominating Committee (the
"Committee") with authority, responsibility and specific duties as described
herein. This Charter and the composition of the Committee are intended to comply
with the rules of the American Stock Exchange ("AMEX").

I. Purpose

The Committee is appointed by the Board of Directors to assist the Board in
fulfilling its responsibilities relating to (i) identification of individuals
qualified to become Board members and recommendation of director nominees to the
Board of Directors prior to each annual meeting of shareholders; and (ii)
recommendation of nominees for any committee of the Board.

II. Committee Composition

The Committee shall consist of no fewer than two members of the Corporation's
Board of Directors. The members of the Committee shall be non-employee Directors
who meet the independence requirements of the AMEX rules and any applicable SEC
rules and regulations. The Board of Directors will assess and determine such
qualifications of the Committee members.

The members of the Committee shall be annually appointed by the Board of
Directors. The Board of Directors may also select a Chair of the Committee. If
the Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership. Committee
members are subject to removal by the Board of Directors in its discretion.

III. Committee Authority and Responsibilities

The Committee shall meet as often as it determines is appropriate. Such meetings
may be held in person or telephonically and may be held at such times and places
as the Committee determines. The Chair of the Committee should prepare and/or
approve an agenda in advance of each meeting. The Committee may form and
delegate authority to subcommittees when appropriate.

This Charter is intended to be flexible so that the Committee is able to meet
changing conditions. The Committee is authorized to take such further actions as
are consistent with its responsibilities and to perform such other actions as
applicable law, AMEX and the Corporation's Bylaws or the Board of Directors may
require.

                                       1
<PAGE>

The Committee shall perform the following duties:

A.       General

         1.       Obtain, as deemed necessary or appropriate, advice and
                  assistance from internal or external legal, accounting and
                  other advisers. The Committee shall have the sole authority to
                  select any such advisors and approve the fees paid to such
                  advisors and other retention terms.

         2.       Make regular reports to the Board of Directors.

         3.       Annually review the adequacy of this Charter and recommend any
                  proposed changes to the Board of Directors for approval.

B.       Nominating

         1. Determine desired board skills and attributes.

         2. Actively seek individuals whose skills and attributes reflect those
            desired.

         3. Evaluate and propose nominees for election to the Board of
            Directors.

         4. Review the slate of directors who are to be re-nominated to
            determine whether they are meeting the Board's expectations of them.

         5. Annually review committee chairs and membership and recommend any
            changes to the full Board.

         6. Periodically consider and make recommendations to the Board
            regarding what experience, talents, skills and other characteristics
            the Board as a whole should possess in order to maintain its
            effectiveness.

IV. Desired Standards for Board Members

The Committee has established the following general guidelines for outside Board
members.

Directors should possess the highest personal and professional ethics, integrity
and values, and be committed to representing the long-term interests of the
Corporation's stockholders. They must also have an inquisitive and objective
perspective, practical wisdom and mature judgment. The Corporation endeavors to
have a Board representing diverse experience in areas that are relevant to the
Corporation's business activities.

                                       2
<PAGE>

Directors must be willing to devote sufficient time to carrying out their duties
and responsibilities efficiently, and should be committed to serve on the Board
for an extended period of time. Directors should offer their resignation in the
event of any significant change in their personal circumstances, including a
change in their principal job responsibilities.

A Director should disclose the Director's consideration of new directorships
with other organizations so that the Board can consider and express its views
regarding the impact on the Director's service to the Corporation. The Committee
and the Board will consider service on other boards in considering potential
candidates for nomination to stand for election or re-election to the
Corporation's Board. Current positions held by Directors may be maintained
unless the Board determines that doing so would impair the Director's service to
the Corporation's Board.

V. Nomination Process

The Committee will take the following actions in connection with the nomination
or renomination of individuals for election as Directors at meetings of
stockholders of the Corporation:

A. In determining whether to nominate an incumbent Director for reelection, the
Committee will evaluate each incumbent's continued service, in light of the
Board's collective requirements, at the time such Director's class comes up for
reelection.

B. When the need for a new Director arises (whether because of a newly created
Board seat or vacancy), the Committee will proceed by whatever means it deems
appropriate to identify a qualified candidate or candidates. The Committee will
review the qualifications of each candidate. The Committee anticipates that
final candidates will be interviewed by the Corporation's Chairman of the Board
and one or more other Board members. The Committee will then make a
recommendation to the Board based on its review, the results of interviews with
the candidate and all other available information. The Board will make the final
decision on whether to invite the candidate to join the Board.

C. Any stockholder may nominate a person for election as a Director at a meeting
of stockholders at which the nominating stockholder is entitled to vote by
following certain procedures. These procedures generally require that written
information about the nominee and nominating stockholder be delivered or mailed
and received at the Corporation's principal executive offices, to the attention
of the Corporation's corporate secretary, not less than 120 calendar days in
advance of the date of the notice of annual meeting released to stockholders in
connection with the previous year's annual meeting of stockholders.

D. In addition, the Committee will consider for inclusion in the Board's annual
slate of Director nominees candidates recommended by significant, long-term
stockholders. A significant long-term stockholder is a stockholder, or group of
stockholders, that

                                       3
<PAGE>

beneficially owned more than 5% of the Corporation's voting
stock for at least two years as of the date the recommendation was made and at
the record date for the stockholder meeting. In order for such a nominee to be
considered for inclusion with the Board's slate, the nominating stockholder
shall submit a timely nomination notice in accordance with the procedures above.
The nominating stockholder should expressly indicate in the notice that such
stockholder desires that the Board and Committee consider the stockholder's
nominee for inclusion with the Board's slate of nominees for the meeting. The
nominating stockholder and stockholder's nominee should undertake to provide, or
consent to the Corporation's obtaining, all other information the Board and
Committee request in connection with their evaluation of the nominee.

E. A stockholder nominee submitted for inclusion in the Board's slate of
nominees pursuant to paragraph B or C above should meet the criteria for a
Director described in Section IV of this Charter. In addition, in evaluating
stockholder nominees for inclusion with the Board's slate of nominees, the Board
and Committee may consider all information relevant in their business judgment
to the decision of whether to nominate a particular candidate for a particular
Board seat, taking into account the then current composition of the
Corporation's Board.

F. The Committee intends to continue to evaluate its policies and procedures
regarding stockholder nominations in light of changing industry practices and
regulation. The policies and procedures described in this Section V are subject
to change.








                                       4
</TEXT>
</DOCUMENT>
