CONSOLIDATED TERM PROMISSORY NOTE







$2,146,660.93                                                     April 3, 2002





         FOR VALUE RECEIVED, in the manner, on the dates and in the amounts

herein stipulated, NATURAL GAS SERVICES GROUP, INC., a Colorado corporation

("Borrower"), hereby promises and agrees to pay to the order of WESTERN NATIONAL

BANK, a national banking association ("Lender"), in Midland, Midland County,

Texas, the principal sum of Two Million One Hundred Forty Six Thousand Six

Hundred Sixty and 93/100 Dollars ($2,146,660.93) in lawful money of the United

States of America, which shall be legal tender in payment of all debts and dues,

public and private, at the time of payment, together with interest on the unpaid

principal amount hereof from time to time outstanding until maturity at a rate

per annum which shall from day to day be equal to the lesser of (a) one percent

(1.00%) over the Prime Rate (the "Established Rate") in effect from day to day

(calculated on the basis of actual days elapsed, but computed as if each

calendar year consisted of 360 days) or (b) the Highest Lawful Rate. Each change

in the rate of interest charged under this Consolidated Term Promissory Note

(this "Note") shall, subject to the terms hereof, become effective, without

notice to Borrower, upon the effective date of each change in the Prime Rate or

the Highest Lawful Rate, as the case may be. Notwithstanding the foregoing, if

at any time the Established Rate exceeds the Highest Lawful Rate, the rate of

interest on this Note shall be limited to the Highest Lawful Rate, but any

subsequent reductions in the Established Rate shall not reduce the rate of

interest hereon below the Highest Lawful Rate until the total amount of interest

accrued hereon approximately equals the amount of interest which would have

accrued hereon if the Established Rate had at all times been in effect. In the

event that at maturity (stated or by acceleration), or at final payment of this

Note, the total amount of interest paid or accrued hereon is less than the

amount of interest which would have accrued if the Established Rate had at all

times been in effect, then, at such time and to the extent permitted by

applicable laws, Borrower shall pay to Lender an amount equal to the difference

between (a) the lesser of the amount of interest which would





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have accrued if the Established Rate had at all times been in effect or the

amount of interest which would have accrued if the Highest Lawful Rate had at

all times been in effect, and (b) the amount of interest actually paid or

accrued on this Note. Interest calculations may be made ten days prior to any

interest install ment due date under this Note, in which event, if there is an

adjustment in the interest rate in accordance with the terms hereof during such

ten- day period, then Borrower shall subsequently, on demand, pay to Lender any

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