THIRD AMENDMENT TO CONSULTING AGREEMENT
This Third Amendment to the Consulting Agreement (“ Third Amendment ”), effective as of November 1, 2006, is entered into by and between EVOLUTION PETROLEUM, INC. (previously 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 predecessor in interest, Evolution Petroleum, Inc., a Delaware corporation, and Consultant on September 23, 2003 concerning the engagement of Consultant as an investor relations firm; and
WHEREAS , the Company and Consultant entered into an Amendment to the Consulting Agreement effective as of April 26,2005 and the Second Amendment to the Consulting Agreement effective as of May 1, 2006; 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 Evolution Petroleum, 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: