EXHIBIT 10.1


 


January 21, 2015


 


Via Email


 


Gary Tilden


Chairman and Chief Operating Officer


Ingen Technologies, Inc.


3410 La Sierra Ave.


Suite F 507


Riverside, CA 92503


 


Re: Engagement Agreement


Petition to Remove DTC Global Lock/Chill


 


Dear Mr. Tilden,


 


The following engagement agreement sets
forth the terms and conditions of the attorney-client relationship between Securities Compliance Group, Ltd. (“Counsel”)
and Ingen Technologies, Inc., a Georgia corporation (the “Client”). Further, the agreement contains a statement of
your rights and responsibilities pursuant to prevailing law. Your signature on this document will reflect Client's consent to be
bound by the terms and conditions contained herein. Please read and consider all provisions before signing.


 


This written engagement agreement, prepared
by the counsel, shall clearly address the objectives of representation and detail the fee arrangement, including all material terms.
If fees are to be based on criteria apart from, or in addition to, hourly rates, such criteria (e.g., unique time demands and/or
utilization of unique expertise) shall be delineated. The Client shall receive a copy of the written engagement agreement and any
additional clarification requested and is advised not to sign any such agreement which the Client finds to be unsatisfactory or
does not understand.


 


The objective of the legal representation
contemplated herein is to successfully provide corporate legal services in relation to removing the Global Lock/Chill imposed upon
the Client’s securities by the Depository Trust Company As such, as your attorney, and pursuant to this agreement, I shall
take all reasonable and necessary action on your behalf in order to fulfill Client objectives.


 


Representation will commence upon the
signing of the written engagement agreement. My representation shall continue at least until the completion of the tasks contemplated
herein. The counsel will provide competent representation, which requires legal knowledge, skill, thoroughness, and preparation
to handle those matters set forth in the written engagement agreement. Once employed, the counsel will act with reasonable diligence
and promptness, as well as use his best efforts on behalf of the client, but he cannot guarantee results.


 






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The counsel will abide by the Client’s
decision concerning the objectives of representation and will endeavor to explain any matter to the extent reasonably necessary
to permit the client to make informed decisions regarding representation. During the course of representation and afterward, the
counsel may not use or reveal a Client’s confidence or secrets, except as required or permitted by law.


 


The counsel will keep the Client reasonably
informed about the status of representation and will promptly respond to reasonable requests for information.. The Client shall
be truthful in all discussions with the counsel and provide all information or documentation required to enable the counsel to
provide competent representation. During representation, the Client is entitled to receive all pleadings and substantive documents
prepared on behalf of the Client and every document received from any other counsel of record. At the end of the representation
and on written request from the Client, the counsel will return to the client all original documents and exhibits. In the event
that the counsel withdraws from representation, or is discharged by the Client, the counsel will turn over to the substituting
counsel (or, if no substitutions, to the client) all original documents and exhibits within thirty (30) days of the counsel’s
withdrawal or discharge.


 


The counsel cannot be required to engage
in conduct which is illegal, unethical, or fraudulent. A counsel who cannot ethically abide by his client’s directions shall
be allowed to withdraw from representation.


 


The fee for this matter will be based
upon an hourly rate of Three Hundred Fifty and 00/100 Dollars ($350/00) (the “Fee”). The Fee shall be payable in shares
of the Client’s common stock. For purposes herein, each share of common stock shall be valued at fifty (50%) percent of the
trailing thirty day average bid price as quoted on OTC Link as of the date hereof. The Fee shall only become due upon the successful
removal of the Global Lock/Chill on the Client’s securities. All reasonable costs related to this engagement, if any, shall
be borne by Client.


 


California law, as well as the Rules
of Professional Conduct, provides that attorneys’ fees are not based solely on hours spent. In determining the reasonableness
of the fees, the following are taken into consideration: the skill and standing of the attorneys employed, the nature of the controversy,
the novelty and difficulty of the issues involved, the amount and importance of the subject matter, the degree of responsibility
involved in the management of the case, the time and labor required, the usual and customary charge in the community, and the resulting
benefit to you. You have the right to review this agreement with an independent attorney if you so desire. Prior to signing, please
contact us with any questions or problems regarding this agreement.


 


Yours very truly,


By: /s/ Adam S. Tracy


Adam S. Tracy, Esq.


Agreed to and accepted this 3rd day of February, 2015


By: /s/ Gary B. Tilden – Chairman, COO


Ingen Technologies, Inc.


By: /s/ David S. Hanson – CEO


Ingen Technologies, Inc.


 






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