LEASE AGREEMENT

STATE OF TEXAS                                           

COUNTY OF MIDLAND                                                      

THIS LEASE AGREEMENT made and entered into this the          26th day of        March             , 200 8 , between WNB Tower, LTD, (hereinafter called "Landlord"), whose address for purposes hereof 508 West Wall Street, Suite 1000, Midland, Texas 79701, and    Natural Gas Services Group, Inc., (hereinafter called "Tenant").

Section 1.  Premises

Subject to and upon the terms, provisions, and conditions hereinafter set forth, and each in consideration of the duties, covenants, and obligations of the other hereunder, Landlord does hereby lease, demise, and let to Tenant, and the Tenant does hereby lease from Landlord, those certain premises being approximately 13,135  square feet of net rentable area including (CAM) Common Area Maintenance (the "Leased Premises") on the         5th     floor of the building known as WNB Tower Building, 508 W. Wall Street, (The "Building"), located on real property more particularly described on Exhibit “A” attached hereto and made a part hereof for all purposes.

Section 2.  Term

This Lease shall be for a term of      60 months beginning on the     14th  day of    June        , 200 8 , (hereinafter referred to as the "Commencement Date"), and shall expire on the 14th      day of    June  , 20 13    .

Section 3.  Rent

Such rent shall be paid to Landlord in advance and without demand, counterclaim or offset, on or before the first day of each calendar month.

The Landlord shall prepare annually prior to the end of each calendar year an estimate of total operating expenses for the upcoming calendar year.

Commencing     June 1 ^st , 2009                Tenant shall pay monthly additional rental consisting of one twelfth (1/12) of the difference between the "Base Year" actual operating expense costs and the upcoming year's estimated operating expense costs allocated to the Leased Premises.  For purposes of this Lease Agreement the "Base Year” shall be the calendar year of     2008      .  This additional rent allocation shall be based on the proportion of the Leased Premises' net rentable area to the Building's total net rentable area.  Tenant's proportionate share for purposes defined herein shall be    7.3898  % of the total estimated operating expense increase.

After the first annual period (first lease year), Landlord may from time to time throughout the calendar year adjust the amount Tenant pays to Landlord monthly for increases or decreases in operating expenses, should Landlord reasonably determine that the actual costs for operating expenses are significantly above or below the estimated costs for operating expenses.

In no event shall Landlord include costs for capital replacement items, capital expenditures, leasing commissions, or any expenditure that would be capitalized in accordance with generally accepted accounting principles in the actual or estimated operating expense calculations.

Within ninety (90) days after the conclusion of each calendar year of the Lease Term, or as soon thereafter as possible, Landlord shall provide Tenant a detailed statement of actual operating expenses for the previous calendar year.  The actual operating expenses shall be compared to the estimated operating expenses, and Tenant's account shall be adjusted annually upon completion of audited financials by an increase or decrease based on Tenant's proportionate share, to reflect actual cost incurred.  The Tenant shall then be credited or billed accordingly to reflect this adjustment.  The operating expense adjustment shall in no event cause the initial base rent to decrease.

For purposes of calculating Tenant's initial  escalation amount, Landlord shall estimate the   2009  calendar year's operating expenses prior to June, 2009 and compare the estimated amount to the actual operating expenses incurred in calendar year   2008  .  Tenant shall commence paying the prorated calendar year difference between the amounts in monthly increments beginning June, 2009 .

During the last year of the term of this Lease Agreement, Tenant's share of increases in operating expenses shall be calculated on a proportionate basis so Tenant is charged only for increases in operating expenses applicable to those months which this Lease Agreement is in effect.

All sums or amounts which Tenant shall be or become obligated to pay under this Lease shall be deemed Rent, whether referred to as "Rental or Rent or Additional Rent" or otherwise, and Landlord shall have all of the remedies provided by Law for the collection thereof.  Additionally, Tenant's obligation to pay its share of actual costs found to be excess of estimated costs shall survive any termination of this Lease, whether by lapse of time or otherwise.

Section 4.  Security Deposit

None

Section 5.  Services to be Furnished by Landlord

Landlord shall furnish (at Landlord's cost) to Tenant while occupying the Leased Premises the following services:

Failure by Landlord to any extent to furnish, or any stoppage of, these defined services, resulting from causes beyond the control of Landlord, or from any other cause, shall not render Landlord liable in any respect for damages to either person or property, nor shall be construed as an eviction of Tenant, nor work as an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof.  Should any equipment or machinery break down, or for any cause cease to function properly, Landlord shall use reasonable diligence to repair the same promptly.  Tenant shall have no claim for rebate of rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom.

Notwithstanding the above, if there is an interruption in electricity, heating, ventilating and air conditioning or water service to the Leased Premises and such interruption continues for a period of seven (7) consecutive business days after receipt by Landlord of written notice from Tenant of such interruption, the Tenant shall be entitled to an abatement of the full current Monthly Base Rental Amount effective from the time of interruption, which abatement shall continue until such services are restored.

 Section 6.  Keys and Locks

Landlord shall furnish Tenant (2) keys for each corridor door entering the Leased Premises.  Additional keys will be furnished at a charge of $2.00 each by Landlord on receipt of an order signed by Tenant or Tenant's authorized representative.  All such keys shall remain the property of Landlord.  No additional locks shall be allowed on any door of the Leased Premises without Landlord's written permission, and Tenant shall not make or permit to be made any duplicate keys, except those furnished by Landlord.  Upon termination of this Lease, Tenant shall surrender to Landlord all keys to the Leased Premises.  Landlord shall not be liable to Tenant for losses due to theft or burglary or for damages done by unauthorized persons on the Leased Premises.

Section 7.  Signage

No signs, advertisements or notices shall be painted or affixed on or to any window or doors or other parts of the Building except of such color, size and style and in such places as shall be first approved in writing by Landlord.  No nails, hooks or screws shall be driven or inserted in any part of the Building other than the Leased Premises except by the building maintenance personnel, nor shall any part be defaced by tenants.

Landlord will provide and maintain an alphabetical directory board in the ground floor lobby of the Building and allot three (3) name strips for Tenant.

Section 8.  Name of Building

Landlord reserves the right to change the name of the Building at any time and from time to time.

Section 9.  Improvements to be Made by Landlord

None

Section 10.  Maintenance and Repairs by Landlord

Unless otherwise stipulated herein, Landlord shall be required to maintain and repair only the structural portions of the Building, both exterior and interior, including the heating, ventilating, and air conditioning systems and equipment, public foyers, atriums and lobbies, corridors, parking areas, elevators, stairwells, restrooms and all other areas serving more than one tenant of the Building; provided however the maintenance and repair of interior partitioning wall, carpeting and other portions of the Leased Premises which might otherwise be considered building standard finish shall not be the obligation of Landlord.

Section 11.  Repairs by Tenant

Tenant covenants and agrees with Landlord, at Tenant's own cost and expense, to repair or replace any damage or injury done to the Leased Premises, Building, or any part thereof, caused by Tenant or Tenant's agents and employees, along with any such damages done by Tenant's employees, agents, invitees or visitors in the leased Premises, and such repairs shall restore the Building to the same or as good a condition as it was in prior to such injury or damage, and shall be effected in compliance with all building and fire codes and other applicable laws and regulations; provided, however, if Tenant fails to make such repairs or replacements promptly, Landlord may, at its option, make such repairs or replacements, and Tenant shall repay the cost thereof, plus an additional 15% charge to cover overhead, to Landlord on demand.

Section 12.  Care of the Premises

Tenant covenants and agrees with Landlord to take good care of the Leased Premises and the fixtures and appurtenances therein and, at Tenant's expense, to make all non-structural repairs thereto as and when needed to preserve them in good order and condition except for reasonable wear and tear.  Tenant shall not commit or allow any waste or damage to be committed on any portion of the Leased Premises, and at the termination of the Lease, by lapse of time or otherwise, to deliver up the Leased Premises to Landlord in as good a condition as at the date of the commencement of the term of this Lease, ordinary wear and tear excepted, and upon any termination of this Lease, Landlord shall have the right to re-enter and resume possession of the Leased Premises.

Section 13.  Parking

Landlord agrees to provide        6 indoor       covered parking space(s) in the garage and    25 outdoor parking space(s) in the adjacent lots at no cost. First Right of Refusal on one (1) space in Breezeway.

Section 14.  Common Areas

All entrances and exits thereto, and other facilities furnished by Landlord, including all stairways, and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees, invitees, licensees, visitors and customers shall be at all times subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this paragraph.

Section 15.  Peaceful Enjoyment

Tenant shall, and may peacefully have, hold, and enjoy the Leased Premises, subject to all other terms hereof, provided that Tenant pays the rent and other sums herein recited to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained.  It is understood and agreed that this covenant and any and all other covenants of Landlord contained in the Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of Landlord's interest hereunder, provided that any change of ownership of the Building will not in and of itself discharge Landlord of any liability to Tenant incurred prior to such ownership change.

Section 16.  Holding Over

In the event of holding over the Leased Premises by Tenant without the written consent of Landlord after the expiration or other termination of the Lease, Tenant shall, throughout the entire holdover period, pay rent equal to one and one-half the Base Rental and Additional Rent which would have been applicable had the term of this Lease continued throughout the period of such holding over by Tenant.  No holding over by Tenant after the expiration of the term of this Lease shall be construed to extend the term of this Lease; and in the event of any unauthorized holding over, Tenant shall indemnify Landlord against all claims for damages by any other tenant or prospective tenant to whom Landlord may have leased all or any part of the Leased Premise effective before or after the expiration of the term of this Lease, resulting from delay by Tenant in delivering possession of all or any part of the Leased Premises.  Any holding over with the written consent of Landlord shall thereafter constitute a lease from month-to-month, under the terms and provisions of this Lease to the extent applicable to a tenancy from month-to-month.  Landlord shall have the right at all times during such holding over period and without with reasonable notice to enter and show the Leased Premises to prospective tenants and real estate representatives.

Section 17.  Alterations, Additions and Improvements

Tenant covenants and agrees with Landlord not to make any material alterations or physical additions in or to the Leased Premises without first obtaining the written consent of Landlord in each such instance.  Landlord shall have the sole right to refuse Tenant's request for improvements if these improvements are not appropriate for the Building or Leased Premises.  All such improvements or additions made to the Leased Premises shall at once become the property of Landlord and shall be surrendered to Landlord upon Lease termination.  Tenant shall be responsible for any lien filed against the Leased Premise or any portion of the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant.  Any and all such alterations, physical additions, or improvements, when made to the Leased Premises by Tenant, shall be at the Tenant's expense and shall at once become the property of the Landlord and shall be surrendered to Landlord upon termination of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to movable fixtures, office equipment, and other personal property owned by Tenant.

Section 18.  Use of Premises

The Leased Premises are to be used and occupied by Tenant solely for office purposes and for no other purposes or use.  By execution of this Lease, Tenant agrees to accept the Leased Premises.

Section 19.  Laws and Regulations, Building Rules

Tenant covenants and agrees with Landlord to reasonably comply with all laws, ordinances, rules, and regulations of any state, federal, municipal or other government or governmental agency having jurisdiction over the Leased Premises and with all those rules and regulations established by Landlord, attached hereto as Exhibit "D" and made a part hereof, and as may be altered by Landlord from time to time for the proper operation, safety, care, and cleanliness of the Leased Premises and Building and for the preservation of good order therein, all changes to which will be sent by Landlord to Tenant in writing and shall be thereafter carried out and observed by Tenant.  In the event of a conflict or inconsistency between the provisions of this Lease and the provisions of the Rules and Regulations, this Lease shall control.

Section 20.  Nuisance

Tenant covenants and agrees with Landlord to conduct its business and to control its agents, employees, invitees, and visitors in such manner as not to create any nuisance, or interfere with, annoy, or disturb any other tenant or Landlord in its operation of the Building.

Section 21.  Entry by Landlord

Tenant covenants and agrees upon receipt of reasonable notice from Landlord to permit Landlord or its agents or representatives to enter into and upon any part of the Leased Premises during normal business hours, unless otherwise agreed with Tenant, with prospective purchasers, prospective tenants of the Building, mortgagees, or insurers, to clean or make repairs, alterations, or additions thereto, as Landlord may deem necessary or desirable, and Tenant shall not be entitled to any abatement or reduction of rent by reasons thereof.

Section 22.  Assignment and Subletting

(I)           Tenant shall not, without the prior written consent of Landlord, (A) assign or in any manner transfer this Lease or any estate or interest therein, or (B) permit any assignment or transfer of this Lease, or (C) sublease the Leased Premises or any part thereof, or (D) grant any license, concession, or other right of occupancy of any portion of the Leased Premises.  Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's right as to any subsequent assignments and sublettings.  Notwithstanding any approved assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease and in the event of any assignment, by operation of law, merger, consolidation or otherwise, any assignee shall assume and agree to perform all obligations of Tenant hereunder.  If an event of default, as hereinafter defined, should occur while the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option, collect directly from such assignee or sub-tenant, and apply such rent against any sums due to Landlord by Tenant hereunder and Tenant hereby authorized any such assignee or sub-tenant to make such payments of rent directly to Landlord upon receipt of notice from Landlord.  No direct collection by Landlord from any such assignee or sub-tenant shall be construed to constitute a novation or a release of Tenant from the further performance of its obligations hereunder.  Receipt by Landlord of rent from any assignee, sub-tenant, or occupant of the Leased Premises shall not be deemed a waiver of the covenant contained in this Lease against assignment and subletting or a release of Tenant under this Lease.  Tenant shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Leased Premises.  Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void.  If Tenant is a corporation, partnership or other entity and if at any time during the primary term of this Lease or any renewal or extension thereof the person or persons who own a majority of either the outstanding voting rights or the outstanding ownership interests of Tenant at the time of the execution of this Lease cease to own a majority of such voting rights of ownership interests (except as a result of transferees by rights or ownership interests), such shall be deemed an assignment of this Lease by Tenant and, therefore, subject in all respects to the provisions of this Section 22. (I).  The previous sentence shall not apply however, if at the time of the execution of this Lease, Tenant is a corporation and the outstanding voting shares of capital stock of Tenant are listed on a recognized security exchange or over the counter market.

(II)           In the event Tenant desires Landlord's consent to an assignment of the Leases or subletting of all or a part of the Leased Premises and as a condition to the granting of such consent, Tenant shall submit to Landlord in writing the name of the proposed assignee or sub-tenant, the proposed commencement date of such assignment or subletting, the nature and character of the business of the assignee or sub-tenant and such financial information as shall be reasonably necessary for Landlord to determine the credit worthiness of such proposed assignee or sub-tenant, Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant's written request), (A) to refuse to consent to Tenant's assignment or subleasing of such space and to compel Tenant to continue this Lease in full force and effect as to the entire Leased Premises; or (B) to permit Tenant to assign or sublet such space; subject, however, to provisions satisfactory to Landlord for payment to Landlord of any consideration to be paid by such proposed assignee or sub-tenant in connection with such assignment or subletting in excess of Base Rental otherwise payable by Tenant and for payment to Landlord of any lump sum payment in connection with such assignment or subletting.  If Landlord should fail to notify Tenant in writing of its election as described above within such thirty (30) day period, Landlord shall be deemed to have elected option (B) above.

Section 23.  Transfers of Landlord

Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and property referred to herein, and provided Landlord's transferee assumes the duties and obligations of Landlord arising from and after the date of any such transfer or assignment, upon such transfer or assignment Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor-in-interest of Landlord for the performance of such obligations.  Landlord shall advise Tenant in writing of its assignee and all requisite contact names, addresses and phone numbers prior to the effective date of assignment.  Notwithstanding the above, no such assignment will relieve Landlord of any obligation to the Lease existing prior to such assignment and/or transfer.

Section 24.  Subordination to Mortgage

This Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Tenant shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Tenant's possession under this Lease, provided always Tenant shall not be in default under this Lease.  This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee.  In confirmation of such subordination, however, Tenant shall at Landlord's request, execute promptly any certificate or instrument evidencing such subordination that Landlord may reasonably request.

Tenant hereby constitutes and appoints Landlord the Tenant's attorney-in-fact to execute any such certificate or instrument for and on behalf of Tenant.  In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor-in-interest without change in the terms of other provisions of this Lease; provided, however, that such successor in interest shall not be bound by any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest.  Upon request by such successor-in-interest, Tenant shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Section 2