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                                                                    EXHIBIT 10.3

[Ingen Technologies, Inc. logo]
285 E. County Line Road, Calimesa California 92320
(800) 259-9622     FAX: (800) 777-1186


                             DISTRIBUTION AGREEMENT

 This Agreement made effective as of this 15th day of November, 2005, by and
between Siegel Performance Systems, Inc., a New York Corporation, further
referred to as the ("Contractor"), whose principal address is 12 Christa Court,
Huntington, NY 11743; and INGEN TECHNOLOGIES, INC., A Nevada Corporation,
further referred to as the ("Company"), whose principal address is 285 E. County
Line Road, Calimesa, California 92320, and is made with reference to the
following.

                                    RECITALS

A.       The Company is a Medical Device Manufacturer, and in the business of
         providing medical products and services on a Global basis. Said
         products and services are inclusive of, but not limited to, vestibular
         function testing and balance testing, referred to as "Secure
         Balance(TM)".

B.       The Company desires to engage the services of the Contractor to
         distribute Secure Balance(TM) as described in Exhibit-A. The Company
         authorizes domestic and export rights to the Contractor for all sales
         of the Secure Balance (TM).

C.       The Contractor has the expertise, knowledge and resources for
         development and implementation of the distribution of Secure
         Balance(TM) products and agrees to and accepts to sell the Secure
         Balance(TM) products.

D.       The Company will provide product, installation, training, market
         assistance, promotional materials and other developmental documentation
         used to promote said products and services in accordance to all laws of
         which govern the Company in this type of industry.

E.       The Company desires to utilize the Contractor's expertise, knowledge
         and other resources for developing and promoting said services as
         described in the above Recitals for the purpose of establishing sales
         of Secure Balance(TM) products and services, and as such, the
         Contractor desires to distribute the Secure Balance(TM) products and
         services provided by the Company.


NOW, THEREFORE, the Parties mutually agree as follows:

1.       In consideration of the Contractor furnishing the expertise, knowledge
         and other resources in providing said services and market assistance as
         set forth in the above Recitals hereof, the Company agrees to pay the
         Contractor 10% (ten percent) of the sale price, not inclusive of taxes
         or freight.

2.       The Company authorizes the Contractor, and any of his sub-marketing
         groups, to market, promote and sell the products and services of the
         Company as described in Exhibit-A. Any other products and services
         offered by the Company are not a part of this Agreement and may not be
         sold and/or marketed by the Contractor without the written permission
         or authorization from the Company.

3.       As a part of the services specified herein, the Contractor accepts the
         above considerations and understands his/her rights to sell said
         services within the United States and abroad. The Contractor agrees to
         provide his/her "best efforts" to distribute and sell the Secure
         Balance(TM) products and services.

4.       The Contractor is only responsible to market and sell the Secure
         Balance(TM) program. The Company is responsible to provide
         installation, training, clinical/technical support, and warranty repair
         to the customer.

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not be entitled to
         other payment and/or reimbursement for expenses incurred pursuant to
         this Agreement. All costs and expenses incurred by the Contractor in
         rendering said services shall be reimbursed or advanced by the Company
         only upon written authorization to the Contractor by the Company.

6.       The Company agrees to provide full and proper assistance to the
         Contractor inclusive of administrative support, technical support, and
         professional support on a best efforts basis and within regulatory
         guidelines and laws set forth for providing said services and without
         penalty to the Contractor.

7.       The Contractor agrees to provide the Company with proper tax
         documentation and identification upon the signing of this Agreement in
         accordance to State and Federal tax laws.

8.       The relationship between both parties created by this Agreement is that
         of principal ("the Company") and Outside Contractor ("the Contractor")
         in that the time spent and the professional manner in which the
         services are performed shall solely be the responsibility of the
         Contractor. However, the Contractor agrees to use their best and most
         diligent efforts, within all laws, to provide the resources and
         expertise under the terms and conditions setforth herein.

9.       During the term of this Agreement the Contractor has the right to
         promote services, either directly and/or indirectly, to any entity that
         has a similar products as provided by the Company for the duration of
         this Agreement.

10.      In consideration of the importance of confidentiality, non-disclosure
         and trade secrets, the Contractor acknowledges that during the course
         of this Agreement between the Company and the Contractor, the
         Contractor has had access to and will continue to have access to
         various confidential information and trade secrets consisting of
         compilations of information, records, specifications and trade lists,
         which are owned by the Company and which are regularly used in the
         operation of the Company's business. The Contractor specifically agrees
         to NOT distribute the product pricing of the Company, nor use the brand
         name on any of their pricing to their clients. Further, the Contractor
         will agree to keep confidential all material related to or made a part
         of this Agreement from any client, employee, associate and/or the like.

         In consideration of continued engagement through this Agreement during
         the period of the Agreement by the Company, the Contractor shall not
         disclose any of the aforesaid confidential information or trade
         secrets, directly or indirectly, nor use them in any way, either during
         the term of this Agreement or at any time thereafter, except as
         required in the Contractor's engagement with the Company, but does not
         include information already within the public domain at the time the
         information is acquired by the Contractor, or information that
         subsequently becomes public through no act or omission of the
         Contractor.

          In further consideration of continued engagement and during the period
         of the Agreement, all files, records, documents, drawings,
         specifications, equipment and similar items relating to the business of
         the Company, whether prepared by the Contractors or otherwise, coming
         into the Contractor's possession shall remain the exclusive property of
         the Company and shall not be removed from the Company's premises under
         any circumstances whatsoever without prior written consent of the
         Company.

11.      This Agreement shall continue in effect for a period of two years
         (2-yrs), and may be continued thereafter only by the express mutual
         agreement of both parties. This agreement may be terminated only for
         cause or breech of any terms and conditions setforth herein.

12.      This document contains the entire Agreement of the parties relating to
         this Agreement and correctly sets forth the rights, duties and
         obligations of all parties hereto. Any prior agreements, promises,
         negotiations and/or representations not expressly set forth in this
         Agreement is of no force and effect.

13.      No waiver of any term or condition of this Agreement shall be deemed or
         construed to be a waiver of such term or condition in the future, or of
         any preceding or subsequent breach of the same or any other term or
         condition of this or any other agreement. All remedies, rights,
         undertakings, obligations and agreements contained in this Agreement
         shall be cumulative and none of them shall be in limitation of any
         other remedy, right, undertaking, obligation or agreement of either
         party hereto.

14.      No amendment or modification of this Agreement or of any covenant,
         condition or limitation herein contained shall be valid unless in
         writing and duly executed by the party to be charged therewith. Unless
         otherwise specifically set forth under a particular provision, any
         amendment or modification shall require the overall consent of both
         parties.

15.      Nothing contained in this Agreement shall be construed so as to require
         the commission of any act contrary to law, and whenever there is a
         conflict between any provision of this Agreement and any statute, law,
         ordinance, rule, order or regulation, the later shall prevail, but in
         such event any such provision of this Agreement shall be curtailed and
         limited only to the extent necessary to bring it within the legal
         requirements.

16.      This Agreement, and all rights and obligations contained herein shall
         be binding on and inure to the benefit of the parties hereto and their
         respective heirs, executors, legal and personal representatives,
         successors and assigns. It is also specifically agreed and understood
         that this Agreement shall be binding upon any successor-in-interest to
         the Company by way of merger, consolidation or otherwise.

17.      Any controversy arising out of or in connection with this Agreement, or
         any amendment thereof, shall be determined and settled by arbitration
         in accordance with the rules of the American Arbitration Association.
         The venue for such arbitration shall be exclusively San Bernardino
         County, the State of California, and any award rendered shall be final
         and binding on each and all of the parties thereto and their
         successor-in-interest, and judgment may be entered thereon in any court
         having jurisdiction thereon. In any such proceeding, the Arbitrator
         shall be and hereby is empowered to render an award directing specific
         performance. Each individual party shall take responsibility for
         obligations pertaining to costs associated with their own legal
         representation.

18.      All notices among the parties hereto shall be in writing and shall be
         deemed duly served when personally delivered to another party or, in
         lieu of such personal service, when deposited in the United States
         mail, certified and return receipt requested, with first class postage
         prepaid thereon, addressed as set forth above, or in such other place
         as may be specified in any written notice given pursuant to this
         paragraph as the address for service of notice. All notices shall be
         delivered to the parties addresses as witnessed below.


           Company:                  Scott Sand, CEO & Chairman
                                     Ingen Technologies, Inc.
                                     285 E. County Line Rd.
                                     Calimesa, CA 92320
                                     (800) 259-9622
                                     Tax ID No. 88-0429044

           Contractor:               Mark Siegel, President
                                     SIEGEL PERFORMANCE SYSTEMS
                                     12 Christa Court
                                     Huntington, NY 11743
                                     Phone: 631-367-9044
                                     Fax: 631-367-2648
                                     Email: msiegel@optonline.net



19.      This Agreement shall be governed and construed in accordance with laws
         of the State of California.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
         of the date first set forth above and agree to all of the terms and
         conditions of this Agreement setforth herein.




         The Contractor:

               /s/ Mark Siegel
               ---------------------------------            --------------------
               Mark Siegel, President                       Date
               SIEGEL PERFORMANCE SYSTEMS



         The Company:

               /s/ Scott Sand                               November 15, 2005
               ---------------------------------            --------------------
               Scott Sand, CEO                              Date
               Ingen Technologies, Inc.