Re: Notice of Termination of Underwriting Agreement

Exhibit 1.2

Xxxxxx 00, 0000

XXXX Resources, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxxxxx

Re: Notice of Termination of Underwriting Agreement

Gentlemen:

Reference is made to that certain Underwriting Agreement dated as of August 5, 2009 (the “Underwriting Agreement”) by and between NGAS Resources, Inc., a corporation organized under the laws of the Province of British Columbia (the “Company”) and BMO Capital Markets Corp., a Delaware corporation (the “Underwriter”). The Underwriter and you hereby agree to terminate the Underwriting Agreement effective immediately; provided, however that the provisions of Sections 4(k), 4(l) and 6 of the Underwriting Agreement shall at all times be effective and shall survive such termination.

Very truly yours,

BMO Capital Markets Corp.
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx,
		Managing Director

Accepted and agreed to as of the date first above written:

NGAS RESOURCES, INC.
By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx,
		President and Chief Executive Officer