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EXHIBIT 10.1


CALIFORNIA                          COMMERCIAL LEASE AGREEMENT
ASSOCIATION                       (C.A.R. FORM CL,REVISED 10101)
OF REALTORS(R)

Date (For reference only): March 11, 2005

ABOLFAZL GHIAS ("Landlord") and SCOTT SAND. INGEN TECHNOLOGIES, INC. ("Tenant")
agree as follows:

1.       PROPERTY: Landlord rents to Tenant and Tenant- rents from Landlord, the
         real property and improvements described as: 35293 AVENUE, A SUITE #C,
         YUCAIPA, CA. 92399 ("Premises"), which comprise approximately ______%
         of the total square footage of rentable space in the entire property.
         See exhibit ____ for a further description of the Premises.

2.       TERM: The term shall be for 3 years and months, beginning on (date)
         APRIL 1, 2005 Commencement Date").

(CHECK A OR B):

[X] A.   LEASE: and shall terminate on (date) APRIL 1, 2005 at 5:00 [ ] AM [X]
         PM Any holding over after the term of this agreement expires, which
         Landlord's consent, shall create a month-to-month tenancy that either
         party may terminate as specified in paragraph 2B. Rent shall be at a
         rate equal to the rent for the immediately preceding month, payable in
         advance. All other terms and conditions of this agreement shall remain
         in full force and effect.

[ ] B.   MONTH-TO-MONTH: and continues as a month-to-month tenancy. Either party
         may terminate the tenancy by giving written notice to the other at
         least 30 days prior to the intended termination date, subject to any
         applicable local laws. Such notice may be given on any date.

[ ] C.   RENEWAL OR EXTENSION TERMS: See attached
         addendum_______________________________________________________________

3.       BASE RENT:

         A.       Tenant agrees to pay Base Rent at the rate of (CHECK ONE
                  ONLY:)

         [X](1)   $ 775.00 per month, for the term of the agreement.

         [ ](2)   $______per month, for the first 12 months of the agreement.
                  Commencing with the 13th month, and upon expiration of each 12
                  months thereafter, rent shall be adjusted according to any
                  increase in the U.S. Consumer Price Index of the Bureau of
                  Labor Statistics of the Department of Labor for All Urban
                  Consumers ("CPI")
                  for________________________________________________ (the city
                  nearest the location of the Premises), based on the following
                  formula: Base Rent will be multiplied by the. most current CPI
                  preceding the first calendar month during which the adjustment
                  is to take effect, and divided by the most recent CPI
                  preceding the Commencement Date. In no event shall any
                  adjusted Base Rent be less than the Base Rent for the month
                  immediately preceding the adjustment. If the CPI is no longer
                  published, then the adjustment to Base Rent shall be based on
                  an alternate index that most closely reflects the CPI.

         [ ](3)   $_________ per month for the period commencing
                  _________________ and ending _________________ and
                  $____________ per month for the period commencing
                  _____________________ and ending __________________________
                  and $____________ per month for the-period :commencing
                  ___________________ and ending _____________________________


         [ ](4)   In accordance with the attached rent schedule.

         [ ](5)   Other:________________________________________________________

         B.       Base Rent is payable in advance on the 1st (or [ ] ____) day
                  of each calendar month, and is delinquent on the next day. C.
                  If Commencement Date falls on any day other than the first day
                  of the month, Base Rent for the first calendar month shall be
                  prorated based on a 30-day period. If Tenant has paid one full
                  month's Base. Rent in advance of Commencement Date, Base Rent
                  for the second calendar month shall be prorated based on a
                  30-day period.


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Premises: 35193 avanue a suite #C Yucaipa, CA. 92399   Date MARCH 11, 2005

4.       RENT:

         A.       Definition: ("Rent') shall mean all monetary obligations of
                  Tenant to Landlord under the terms of this agreement, except
                  security deposit.

         B.       Payment: Rent shall-be paid to (Name) Abolfazl Ghias, at
                  (address) 1045 Utterback Store Road, Great Fall, VA. 22066, or
                  at any other location specified by Landlord in writing to
                  Tenant.

         C.       Timing: Base Rent-shall be paid as specified in paragraph 3.
                  All other Rent shall be paid within 30 days after Tenant is
                  billed by Landlord.

5.       EARLY POSSESSION: Tenant is entitled to possession of the Premises on
         MARCH 14, 2005 If Tenant is in possession prior to the Commencement
         Date, during this time (i) Tenant is not obligated to pay Base Rent,
         and (ii) Tenant [X] is [ ] is not obligated to pay Rent other than Base
         Rent. Whether or not Tenant is obligated to pay Rent prior to
         Commencement Date, Tenant is obligated to comply with all other terms
         of this agreement.

6.      SECURITY DEPOSIT:

         A.       Tenant agrees to pay Landlord $ 775. 00 as a security deposit.
                  Tenant agrees not to hold Broker responsible for its return.
                  (IF CHECKED:) x If Base Rent increases during the term of this
                  agreement, Tenant agrees to increase security deposit by the
                  same proportion as the increase in Base Rent.

         B.       All or any portion of the security deposit may be used, as
                  reasonably necessary, to: (i) cure Tenant's default in payment
                  of Rent, late charges, non-sufficient funds ("NSF") fees; or
                  other sums due; (ii) repair damage, excluding ordinary. wear
                  and tear, caused -by Tenant or, by a guest or licensee, of
                  Tenant; (iii) broom clean the Premises, if necessary, upon
                  termination of tenancy; and (iv) cover any other unfulfilled
                  obligation of Tenant. SECURITY DEPOSIT SHALL NOT BE USED BY
                  TENANT-IN LIEU OF PAYMENT OF LAST MONTH'S RENT. If all or any
                  portion of the security deposit is used during tenancy,
                  Tenant, agrees to reinstate the total security deposit within
                  5 days after written notice is delivered to Tenant. Within 30
                  days after Landlord receives possession of the Premises,
                  Landlord shall: (i) furnish Tenant an itemized statement
                  indicating the amount of any security deposit received and the
                  basis for its disposition, and (ii) return any remaining
                  portion of security deposit to Tenant. However, if the
                  Landlord's: only claim upon the security deposit is for unpaid
                  Rent, then the remaining portion of the security deposit,
                  after deduction of unpaid-Rent; shall be returned within 14
                  days after the Landlord receives possession.

         C.       No interest will be paid on security deposit, unless required
                  by local ordinance.

The copyright laws of the United States (Title 17 U.S. Code) forbid the
unauthorized reproduction of this form, or any portion thereof, by photocopy
machine or any other means, including facsimile or computerized formats.
Copyright (C) 1998-2001, CALIFORNIA ASSOCIATION OF REALTORS(R), INC. ALL RIGHTS
RESERVED.



 Landlord and Tenant acknowledge receipt of a copy of this page.

         Landlord's Initials (    )         Tenant's Initials (    )
Reviewed by
Broker or Designee_____________________________________________ Date____________



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7. PAYMENTS:
<TABLE>
<S> <C>

                                                      PAYMENT           BALANCE           DUE
                                    TOTAL DUE         RECEIVED            DUE             DATE
----------------------------------------------------------------------------------------------
A. Rent: From 4/1/05 To 4/30/05     $70,775           $                 $
--------------------------------------------------------------------------------
               Date      Date
----------------------------------------------------------------------------------------------
B. Security Deposit                 $70,775
----------------------------------------------------------------------------------------------
C. Other:                           $                 $                 $
----------------------------------------------------------------------------------------------
                Category
----------------------------------------------------------------------------------------------
D. Other:                           $                 $                 $
----------------------------------------------------------------------------------------------
                Category
----------------------------------------------------------------------------------------------
E. TOTAL: ..........................$                 $                 $
----------------------------------------------------------------------------------------------

</TABLE>

8.       PARKING: Tenant is entitled to 4 unreserved and 1 reserved vehicle
         parking spaces. The right to parking [X] is [ ] is not included in the
         Base Rent charged pursuant to paragraph 3. If not included in the Base
         Rent, the parking rental fee shall be an additional $_______ per month.
         Parking space(s) are to be used for parking operable motor vehicles,
         except for trailers, boats, campers, buses or trucks (other than
         pick-up trucks). Tenant shall park in assigned space(s) only. Parking
         space(s) are to be kept clean. Vehicles leaking oil, gas or other motor
         vehicle fluids shall not be parked in- parking spaces or on the
         Premises. Mechanical work or storage of inoperable vehicles is not
         allowed in parking space(s) or elsewhere on the Premises: No overnight
         parking is permitted.

9.       ADDITIONAL STORAGE: Storage is permitted as follows: The right to
         additional storage space [ ] is [ ] is not included in the Base Rent
         charged pursuant to paragraph 3. If not included in Base Rent, storage
         space shall be an additional $per month. Tenant shall store only
         personal property that Tenant owns, and shall not store property that
         is claimed by another; or in which another has any right, title, or
         interest. Tenant shall not store any improperly packaged food or
         perishable goods, flammable materials, explosives, or other dangerous
         or hazardous material. Tenant shall pay for, and be responsible for,
         the clean-up of any contamination caused by Tenant's use of the storage
         area.

10.      LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges that either late
         payment of Rent or issuance of a NSF check may cause Landlord to incur
         costs and expenses, the exact amount of which are extremely difficult
         and impractical to determine. These costs may- include, but are not
         limited to, processing, enforcement and accounting expenses, and late
         charges imposed on Landlord. If any installment of Rent due from Tenant
         is not received by Landlord within 5 CALENDAR DAYS after date due, or
         if a o check is returned NSF, Tenant shall pay to Landlord,
         respectively, $ 75.00 as late charge, plus 10% interest per annum on
         the delinquent amount and $25.00 as a NSF fee; any of which shall be
         deemed additional Rent. Landlord and Tenant agree that these charges
         represent a fair and reasonable estimate of the costs Landlord may
         incur by reason of Tenant's late or NSF payment. Any late charge,
         delinquent interest, or NSF fee due shall be paid with the current
         installment of Rent. Landlord's acceptance of any late charge or NSF
         fee shall not constitute a waiver as to any default of Tenant.
         Landlord's right to collect a Late Charge or NSF fee shall not be
         deemed an extension of the date Rent is due under paragraph 4, or
         prevent Landlord from exercising any other rights and remedies under
         this agreement; and as provided by law.

11.      CONDITION OF PREMISES Tenant has examined the Premises and acknowledges
         that Premise is clean and in operative condition with the following
         exceptions: Items listed as exceptions shall be dealt with in the
         following manner.

12.      ZONING AND LAND USE: Tenant accepts the Premises subject to all local,
         state and federal- laws, regulations and ordinances ("Laws"). Landlord
         makes no representations or warranty that Premises are now or in the
         future will be suitable for Tenant's use. Tenant has made: its own
         investigation regarding all applicable Laws.


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13.      TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and
         services directly billed to Tenant. ELECTRICITY AND TELEPHONE

14.      PROPERTY OPERATING EXPENSES:

         A.       Tenant agrees to pay its PROPORTIONATE share of Landlord's
                  estimated monthly property operating expenses, including but
                  not limited to, common area maintenance, consolidated utility
                  and service bills, insurance, and real estate taxes, based on
                  the ratio of the square footage of the Premises to the total
                  square footage of the rentable space in the entire property.
                  ______________________________________________________________

OR B [ ] (If CHECKED) Paragraph 14 does not apply.

15.      USE: The Premises are for the sole use
         as____________________________________________________________________
         No other use is permitted without Landlord's prior written consent. If
         any use by Tenant causes an increase in the premium on Landlord's
         existing property insurance, Tenant shall pay for the increased cost.
         Tenant will comply with all Laws affecting its use of the Premises.

16.     RULES/REGULATIONS: Tenant agrees to comply with all rules and
        regulations of Landlord (and, if applicable, Owner's Association) that
        are at any time posted on the Premises or delivered to Tenant. Tenant
        shall not, and shall ensure that guests and licensees of Tenant do not,
        disturb, annoy, endanger, or interfere with other tenants of the
        building or neighbors, or use the Premises for any unlawful purposes,
        including, but not limited to, using, manufacturing, selling, storing,
        or transporting illicit drugs or other contraband, or violate any law or
        ordinance, or committing a waste or nuisance ON OR ABOUT the Premises.

17.     MAINTENANCE:

         A.       Tenant OR (If CHECKED, LANDLORD) shall PROFESSIONALLY maintain
                  the Premises including heating, air conditioning, electrical,
                  plumbing and water systems, if any, and keep glass, windows
                  and doors in operable and safe condition. Unless Landlord is
                  checked, if Tenant fails to maintain the Premises, Landlord
                  may contract for or perform such maintenance, and charge
                  Tenant for Landlord's cost.

         B.       LANDLORD OR[ ] (If CHECKED, TENANT) shall maintain the roof,
                  foundation, exterior walls, common areas
                  and______________________

18.      ALTERATIONS: Tenant shall not make any alterations in or about the
         Premises, including installation of trade fixtures and signs, without
         Landlord's prior written consent, which shall not be unreasonably
         withheld. Any alterations to the Premises shall be done according to
         Law and with required permits. Tenant shall give Landlord advance
         notice of the commencement date of any planned alteration, so that
         Landlord, at its option, may post a Notice of Non-Responsibility to
         prevent potential liens against Landlord's interest in the Premises.
         Landlord may also require Tenant to provide Landlord with lien
         releases-from any contractor performing work on the Premises.

19.      GOVERNMENT' IMPOSED ALTERATIONS: Any alterations required by Law as a
         result of Tenant's use shall be Tenant's responsibility. Landlord shall
         be responsible for any other alterations required by Law:

20.      ENTRY: Tenant shall make Premises. available to Landlord or Landlord's
         agent for the purpose of entering to make inspections, necessary or
         agreed repairs, alterations, or improvements, or to supply necessary or
         agreed services, or to show Premises to prospective or actual
         purchasers, tenants, mortgagees, lenders, appraisers, or contractors.
         Landlord and Tenant agree that 24 hours notice (oral or written) shall
         be reasonable and sufficient notice. In an emergency, Landlord or
         Landlord's representative may enter Premises at any time without prior
         notice.

21.      SIGNS: Tenant authorizes Landlord to place a FOR SALE sign on the
         Premises at any time, and a FOR LEASE sign on the Premises within the
         90 (or |_| ) day period preceding the termination of the agreement.

22.      SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all-or any
         part of Premises, or assign or transfer this agreement or any interest
         in it, without the prior written consent of Landlord, which shall not
         be unreasonably withheld. Unless such consent is obtained, any
         subletting, assignment, transfer, or encumbrance of the Premises,
         agreement, or tenancy, by voluntary act of Tenant, operation of law, or
         otherwise, shall be null and void, and, at the option of Landlord,


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         terminate this agreement. Any proposed sublessee, assignee, or
         transferee shall submit to Landlord an application and credit
         information for Landlord's approval, and, if approved, sign a separate
         written agreement with- Landlord and Tenant. Landlord's consent to any
         one sublease, assignment, or transfer; shall not be construed as
         consent to any subsequent sublease, assignment, or transfer, and does
         not release-Tenant of Tenants obligation under this agreement.

23.      POSSESSION: If Landlord is unable to deliver possession of Premises on
         Commencement Date, such date shall be extended to the date on which
         possession is made available to Tenant. However, the expiration date
         shall remain the same as specified in paragraph 2. If Landlord is
         unable to deliver possession: within 60 (or[ ]) calendar: days- after
         agreed Commencement Date, Tenant may terminate this agreement by giving
         written notice to Landlord, and shall be refunded all. Rent and
         security deposit paid.

24.      TENANTS OBLIGATIONS UPON VACATING PREMISES: -Upon termination of
         agreement, Tenant shall: (I) give Landlord all copies of all keys or
         opening. devices to Premises, including any common areas; (ii) vacate
         Premises and surrender it to Landlord empty of all persons and personal
         property; (iii) vacate all parking and storage spaces; (iv) deliver
         Premises to Landlord in the same condition as referenced in paragraph
         11; (v) clean Premises; (vi) give written notice to Landlord of
         Tenant's forwarding address; and, (vii)

         All improvements installed by Tenant, with or without Landlord's
         consent, become the property of Landlord upon termination. Landlord may
         nevertheless require Tenant to remove any such improvement that did not
         exist at the time possession was made available to Tenant.

25.      BREACH OF CONTRACT/EARLY TERMINATION: In EVENT Tenant, prior to
         expiration of this agreement, breaches any obligation in this
         agreement, abandons the premises, or gives notice of tenant's intent to
         terminate. this tenancy prior to its expiration, in addition to any
         obligations established by paragraph 24;Tenant -shalt also be
         responsible for lost rent, rental commissions, advertising expenses;
         and painting costs necessary to ready Premises for re-rental. Landlord
         may also recover from Tenant (i) the worth, at the time of award; of
         the unpaid Rent that had been earned at the time of termination; (ii)
         the worth; at the time of award, of the amount by which the unpaid Rent
         that would have been earned after-expiration until the time of award
         exceeds the amount of such rental loss the Tenant- proves could have
         been reasonably avoided; and (iii) the-worth; at the time-of award; of
         the amount by which the unpaid'. Rent for the balance of the term-after
         the time of award exceeds the amount of such rental loss that Tenant
         proves could be reasonably avoided: Landlord may elect to continue the
         tenancy in effect for so long as Landlord does not terminate Tenant's
         right to possession, by either written notice of termination of
         possession or by reletting the Premises to another who takes
         possession, and Landlord may enforce all Landlord's rights and
         remedies. under this agreement including the right to recover the Rent
         as it becomes due.

26.      DAMAGE TO PREMISES: If, by no fault of Tenant, Premises are totally or
         partially damaged or destroyed by fire, earthquake; accident or other
         casualty, Landlord shall have the right to restore the Premises by
         repair or rebuilding. If Landlord elects to repair or rebuild, and is
         able to complete such restoration: within 90 days from the date of
         damage, subject to terms of this paragraph, this agreement shall remain
         in full force and effect. If Landlord is unable to restore the Premises
         within this time, or if Landlord elects not to-restore, then either
         Landlord or Tenant may terminate this agreement- by giving the other
         written notice. Rent shall be abated as of the date of damage. The
         abated amount shall be the current. monthly Base Rent prorated on a
         30-day basis. If this agreement is not terminated, and the damage is
         not repaired; then Rent shall-be reduced based on the extent to which
         the damage interferes with Tenant's reasonable use of Premises. If
         damage occurs as a result of an act of Tenant or Tenant's guests, only
         Landlord shall have the right of termination, and no reduction in Rent
         shall be made.

27.      HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or
         dispose of any hazardous material on the Premises or the property of
         which the. Premises are part. However, Tenant is permitted to make use
         of such materials that are required to be used in the normal course of
         Tenant's business provided that Tenant complies with all applicable
         Laws related to the hazardous materials. Tenant is responsible for the
         cost of removal and remediation, or any clean-up of any contamination
         caused by Tenant.


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28.      CONDEMNATION: If all or part of the-Premises- is condemned for public
         use, either party may terminate this agreement as of the -date
         possession is given-to the condemner. All condemnation proceeds,
         exclusive of those allocated by the condemner to Tenant's relocation
         costs and trade fixtures, belong to Landlord.

29.      INSURANCE: Tenant's personal property, fixtures; equipment, inventory
         and vehicles are not insured by Landlord against loss or damage due to
         fire, theft, vandalism, rain, water; criminal or negligent acts of
         others; or any other cause. Tenant is to carry Tenant's own property
         -insurance to protect Tenant from any such loss. In addition, Tenant
         shall carry liability insurance in an amount of not less than
         $1,000,000 Tenant's liability insurance shall name Landlord and
         Landlord's agent as additional insured. Tenant, upon Landlord's
         request, shall provide Landlord with a certificate of insurance
         establishing Tenant's compliance. Landlord shall maintain liability
         insurance insuring Landlord, but not Tenant, in an amount of at least
         $1,000,000, plus property insurance in an amount sufficient to cover
         the replacement cost of the property. Tenant is advised to carry
         business interruption insurance in an amount at least sufficient to
         cover Tenant's complete rental obligation to Landlord. Landlord is
         advised to obtain a policy of rental loss- insurance. Both Landlord and
         Tenant release each other, and waive their respective rights to
         subrogation against each other, for loss or damage covered by
         insurance.

30.      TENANCY STATEMENT (ESTOPPEL CERTIFICATE): Tenant shall execute and
         return a tenancy statement (estoppel certificate), delivered to Tenant
         by Landlord or Landlord's agent, within 3 days after its receipt. The
         tenancy statement shall acknowledge that this agreement is unmodified
         and in full force, or in full force as modified, and state the
         modifications_ Failure to comply with this requirement: (i) shall be
         deemed Tenant's acknowledgment that the tenancy statement is true and
         correct, and may be relied upon by a prospective lender or purchaser;
         and (ii) may be treated by Landlord as a material breach of this
         agreement. Tenant shall also prepare, execute, and deliver to Landlord
         any financial statement (which will be held in confidence) reasonably
         requested by a prospective lender or buyer.

31.     LANDLORD'S TRANSFER: Tenant agrees that the transferee of Landlord's
        interest shall be substituted as Landlord under this agreement. Landlord
        will be released of any further obligation to Tenant regarding the
        security deposit, only if the security deposit is returned to Tenant
        upon such transfer, or if the security deposit is actually transferred
        to the transferee. For all other obligations under this agreement,
        Landlord is released of any further liability to Tenant, upon Landlord's
        transfer.

32.     SUBORDINATION: This agreement shall be subordinate to all existing liens
        and, at Landlord's option, the lien of any first deed of trust or first
        mortgage subsequently placed upon the real property of which the
        Premises are a part, and to any advances made on the security of the
        Premises, and to all renewals, modifications, consolidations,
        replacements, and extensions. However, as to the lien of any deed of
        trust or mortgage entered into after execution of this agreement,
        Tenant's right to quiet possession of the Premises. shall not be
        disturbed if Tenant is not in default and so long as Tenant pays the
        Rent and observes and performs all of the provisions of this agreement,
        unless this agreement is. otherwise terminated: pursuant to its terms.
        If any mortgagee; trustee; or ground lessor elects to have this
        agreement placed in a security position prior to the lien of a mortgage,
        deed of trust, or ground. lease, and gives written notice to Tenant,
        this agreement shall be deemed prior to that mortgage; deed of trust, or
        ground lease, or the date of recording.

33.     TENANT REPRESENTATIONS; CREDIT: Tenant warrants that all statements in
        Tenant's financial documents and rental-application art accurate. Tenant
        authorizes Landlord and Broker(s) to obtain Tenant's. credit report at
        time of application and periodically during tenancy in connection with
        approval, modification; or enforcement of this agreement Landlord may
        cancel this agreement: (i) before occupancy begins, upon disapproval of
        the credit report(s); or (ii)at any time, upon discovering that
        information in Tenant's. application is false. A negative credit report
        reflecting on Tenant's record may be submitted to a credit reporting
        agency, if Tenant fails to pay Rent or comply with any other obligation
        under this agreement.

34.     DISPUTE RESOLUTION:

         A.       MEDIATION: Tenant and landlord agree to mediate any dispute or
                  claim arising between them out of this agreement, or any
                  resulting transaction, before resorting to arbitration or
                  court action, subject to paragraph 34B(2) below. Paragraphs
                  34B(2) and. (3) apply whether or not the arbitration provision


                                     Page 6

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                  is initialed. Mediation fees; if any, shall be divided equally
                  among the parties involved: If for any dispute or claim to
                  which this paragraph applies, any party commences an action
                  without first attempting to resolve the matter through
                  mediation, or refuses to mediate after a request has been
                  made, then that-pa shall not be entitled to recover attorney
                  fees, even if they would otherwise be available to that party
                  in any such action. THIS MEDIATION PROVISION APPLIES WHETHER
                  OR NOT THE ARBITRATION PROVISION IS INITIALED.

         B.       ARBITRATION OF DISPUTES (1) TENANT AND LANDLORD AGREE THAT ANY
                  DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF
                  THIS AGREEMENT OR ANY RESULTING TRANSACTION, WHICH IS NOT
                  SETTLED THROUGH MEDIATION, SHALL BE DECIDED BY NEUTRAL,
                  BINDING ARBITRATION, INCLUDING AND SUBJECT TO PARAGRAPHS
                  346(2) AND 3) ,BELOW. THE ARBITRATOR SHALL BE A RETIRED JUDGE
                  OR JUSTICE, OR AN ATTORNEY WITH AT LEAST A YEARS OF REAL
                  ESTATE TRANSACTIONAL LAW EXPERIENCE UNLESS THE PARTIES-
                  MUTUALLY-AGREE TO A DIFFERENT ARBITRATOR, WHO SHALL RENDER AN
                  AWARD IN ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. IN ALL
                  OTHER RESPECTS, THE' ARBITRATION SHALL BE CONDUCTED IN
                  ACCORDANCE WITH ART III, TITLE 9. OF THE CALIFORNIA-CODE OF
                  CIVIL PROCEDURE. JUDGMENT UPON THE AWARD OF THE ARBITRATOR(S)
                  MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES
                  SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CODE OF
                  CIVIL PROCEDURE SS.1283.-05.

                  (2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following
                  matters are excluded from Mediation and Arbitration
                  -hereunder. (i) a judicial or non-judicial foreclosure or
                  other action or proceeding: to. enforce a deed of trust,
                  mortgage; or installment land sale contract as defined in
                  Civil Code ss.2985; (ii) an unlawful detainer action; (iii)
                  the filing or enforcement of a mechanic's lien; (iv) any
                  matter that is within the jurisdiction of a probate, small
                  claims, o bankruptcy court; and (v) an action for bodily
                  injury or wrongful death, or for latent or patent defects to
                  which Code of Civil Procedure ss.337.1 or 337.15 applies. The
                  filing of a court action to enable the recording of a notice
                  of pending action, for order-of attachment, receivership,
                  injunction, or other provisional remedies; shall not
                  constitute a violation of the mediation and arbitration
                  provisions. (3) BROKERS: Tenant an' Landlord agree to mediate
                  and arbitrate disputes or claims involving either or both
                  BROKERS, provided either or both Brokers shall have agreed o
                  such mediation or arbitration; prior to or within a reasonable
                  time after the dispute or claim is presented to Brokers. Any
                  election by either or b h Brokers to participate in mediation
                  or arbitration shall not result in Brokers being deemed
                  parties to the agreement.

                           "NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE
                  AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATT RS
                  INCLUDED IN THE 'ARBITRATION OF DISPUTES! PROVISION DECIDED-BY
                  NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE
                  GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
                  LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE
                  BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND
                  APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE
                  ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO SUBMIT TO
                  ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE
                  COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA
                  CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO IS ARBITRATION
                  PROVISION IS VOLUNTARY."

                           "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE
                  TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
                  'ARBITRATION OF DISPUTES' PROVISION ARBITRATION."

35.      JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant,
         each one shall be individually and completely responsible for the
         performance of all obligations of Tenant under this agreement, jointly
         with every other Tenant, and individually, whether or not in
         possession.

36.      NOTICE: Notices may be served by mail, facsimile, or courier at the
         following address or location, or at any other location subsequently
         designated:

         Landlord: ABOLFAZL GHIAS            Tenant: INGEN TECHNOLOGIES, INC.
         1045 UTTERBACK STORE RD.            285 E COUNTY LINE RD.
         GREAT FALLS, VA. 22066              CALIMESA, CA 92320


                                     Page 7

<PAGE>

         Notice is deemed effective upon the earliest of the following: (i)
         personal receipt by either party or their agent; (ii) written
         acknowledgement of notice; or (iii) 5' days after mailing notice to
         such location by first class mail, postage pre-paid.

37.      WAIVER: The waiver of any breach shall not be construed as a continuing
         waiver of the same breach or a waiver of any subsequent breach.

38.      INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord
         harmless from all claims, disputes, litigation, judgments and attorney
         fees ARISING OUT of Tenant's use-of the Premises.

39.      OTHER TERMS AND CONDITIONS/SUPPLEMENTS:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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The following ATTACHED supplements/exhibits are incorporated in this agreement:

--------------------------------------------------------------------------------

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40.      ATTORNEY FEES: In any action or proceeding arising out of this
         agreement, the prevailing party between Landlord and Tenant shall be
         entitled to reasonable attorney fees and costs from the non-prevailing
         Landlord or Tenant, except as provided in paragraph 34A.

41.      ENTIRE CONTRACT: Time is of the essence. All prior agreements between
         Landlord and Tenant are incorporated in this agreement, which
         constitutes the entire contract. It is intended as a final expression
         of the parties' agreement, and may not be contradicted by evidence of
         any prior agreement or contemporaneous oral agreement. The parties
         further intend that this agreement constitutes the complete and
         exclusive statement of its terms, and that no extrinsic evidence
         whatsoever may be introduced in any judicial or other proceeding, if
         any, involving this agreement. Any provision of this agreement that is
         held to be invalid shall not affect the validity or enforceability of
         any other provision in this agreement. This agreement shall be binding
         upon, and inure to the benefit of, the heirs, assignees and successors
         to the parties.

42.      BROKERAGE: Landlord and Tenant shall each pay to Broker(s) the fee
         agreed to, if any, in a separate written agreement Neither Tenant nor
         Landlord has utilized the services of, or for any other reason owes
         compensation to, a licensed real estate broker (individual or
         corporate), agent; finder, or other entity, other than as named in this
         agreement, in connection with any act relating to the Premises,
         including, but not limited to, inquiries, introductions, consultations,
         and negotiations leading to this agreement. Tenant and Landlord each
         agree to indemnify, defend and hold harmless: the other, and the
         Brokers specified herein, and their agents, from and against any costs,
         expenses, or liability for compensation claimed inconsistent with the
         warranty and representation in this paragraph 42.

43.      AGENCY CONFIRMATION: The following agency relationships are hereby
         confirmed for this transaction: Listing
         Agent:_____________________________________________(Print Firm Name) is
         the agent of (check one): [ ] the Landlord exclusively; or [ ] both the
         Tenant and Landlord. Selling
         Agent:_____________________________________________ (Print Firm Name)
         (if not same as Listing Agent) is the agent of (check one): [ ] the
         Tenant exclusively; or [ ] the Landlord exclusively; or [ ] both the
         Tenant and Landlord. Real Estate Brokers are not parties to the
         agreement between Tenant and Landlord.


                                     Page 8

<PAGE>


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  LANDLORD AND TENANT ACKNOWLEDGE AND AGREE THAT BROKERS: (I) DO NOT GUARANTEE
  THE CONDITION OF the Premises; (ii) cannot verify REPRESENTATIONS MADE by
  others; (iii) WILL NOT VERIFY ZONING AND LAND USE RESTRICTIONS; (IV) CANNOT
  PROVIDE legal or tax ADVICE; (V) WILL NOT PROVIDE OTHER ADVICE OR INFORMATION
  THAT EXCEEDS THE KNOWLEDGE, EDUCATION OR EXPERIENCE REQUIRED TO obtain a real
  estate license. Furthermore, if Brokers are not also acting as LANDLORD IN
  THIS AGREEMENT, BROKERS: (VI) DO NOT DECIDE WHAT RENTAL RATE A TENANT SHOULD
  PAY OR LANDLORD SHOULD ACCEPT; AND (VII) DO NOT DECIDE UPON THE LENGTH OR
  OTHER TERMS OF TENANCY. LANDLORD AND TENANT AGREE THAT THEY WILL SEEK LEGAL,
  TAX, INSURANCE, AND OTHER DESIRED ASSISTANCE FROM APPROPRIATE PROFESSIONALS.
--------------------------------------------------------------------------------


Tenant: INGEN TECHNOLOGIES, INC.                      DATE 3-21-05
--------------------------------------------------------------------------------

SCOTT R. SAND, CEO
--------------------------------------------------------------------------------
(Print name)

Address 285 E. COUNTY LINE RD.      CITY CALIMESA     STATE CA         ZIP 92320
--------------------------------------------------------------------------------

Tenant                                               Date
--------------------------------------------------------------------------------

(Print name)

Address 1045 UTTERBACK STORE RD.    CITY GREAT FALLS, STATE VA.        ZIP 22066
--------------------------------------------------------------------------------
Landlord ABOLFAZL GHIAS                              Date  3-21-05
--------------------------------------------------------------------------------
          (owner or agent with authority to enter into this agreement)


Address                             City            State         Zip
--------------------------------------------------------------------------------
Landlord                                             Date
--------------------------------------------------------------------------------
          (owner. or agent with authority to enter into this agreement)


Address                             City            State         Zip
--------------------------------------------------------------------------------
Agency relationships are confirmed as above. Real estate brokers who are not
also Landlord in this agreement are not a party to the agreement between
Landlord and Tenant.

Real Estate Broker (Leasing Firm)
--------------------------------------------------------------------------------
By (Agent)                                           Date
--------------------------------------------------------------------------------
Address                             City            State         Zip
--------------------------------------------------------------------------------
Telephone                           Fax                    E-mail
--------------------------------------------------------------------------------
Real Estate Broker (Listing Firm)
--------------------------------------------------------------------------------
By (Agent)                                           Date
--------------------------------------------------------------------------------
Address                             City            State         Zip
--------------------------------------------------------------------------------
Telephone                           Fax                    E-mail
--------------------------------------------------------------------------------


THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS(R)
(C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY
PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON
QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX
ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is available for use by
the entire real estate industry. It is not intended to identify the user as a
REALTOR(R). REALTOR(R) is a registered collective membership mark which may be
used only by members of the NATIONAL ASSOCIATION OF REALTORS(R) who subscribe to
its Code of Ethics.

WIRE TRANSFER SERVICES
                         OUTGOING WIRE TRANSFER REQUEST


                                     Page 9

<PAGE>


A customer or team member, with the customer present, completes this form when
requesting to send a wire. Retain original copy in the bank and provide a copy
to the customer ensuring you give the customer the Agreement for Outgoing Wire
Transfer Requests (page 2 when form is accessed on-line & preprinted on the back
of printed forms). Non-customer wires $3000 or more require a referral from an
established customer and bank approval. Note: Wells Fargo Wire Transfer Services
will route wires based on correspondent banking relationships.

<TABLE>
<S> <C>

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Today's Date      Send Date.(If next day submit wire after 3:30 CT. Store must hold if other than today's or next day date.)
3/22/05                    3/23/05
------------------------------------------------------------------------------------------------------------------------

Customer Name                       Phone Number
INGEN TECHNOLOGIES,                 INC. 800-259-9622
------------------------------------------------------------------------------------------------------------------------

Customer Address, City, State, Zip code
285 E. COUNTY LINE RD. CALIMESA CA 92320
------------------------------------------------------------------------------------------------------------------------
1. BENEFICIARY/RECIPIENT INFORMATION (THIS IS THE ULTIMATE RECIPIENT OF THE WIRE TRANSFER FUNDS.)

Beneficiary/Recipient Name          Beneficiary Account Number          Beneficiary Phone Number
Abolfazl Ghias                      10676-33125                         202-746-3300
------------------------------------------------------------------------------------------------------------------------

Beneficiary Address, City,State, Zip code
1045 UTTERBACK STORE RD. CITY GREAT FALLS, STATE VA. ZIP 22066
------------------------------------------------------------------------------------------------------------------------
Information for Beneficiary
DEPOSIT FOR COMMERCIAL LEASE
------------------------------------------------------------------------------------------------------------------------

2. BENEFICIARY BANK INFORMATION (THIS IS THE FINANCIAL INSTITUTION OR BROKER
DEALER (I.E., MERRILL LYNCH) WHERE THE BENEFICIARY MAINTAINS THEIR ACCOUNT.)

Beneficiary Bank RTN or SWIFT Bank Identifier Code (BIC)       International Sort/Routing/Clearing Code (if applicable)
                  1210003158
------------------------------------------------------------------------------------------------------------------------
Beneficiary Bank Name
BANK OF AMERICA, PUENTE HILLS
------------------------------------------------------------------------------------------------------------------------

Beneficiary Bank Address, City, State Zip, Country (optional information)
1605 S. AZUXA AVE. HACIENDA HEIGHTS, CA.
------------------------------------------------------------------------------------------------------------------------

Information for Beneficiary Bank (wires to Mexican banks require the (LABE account number in the Beneficiary
instructions to ensure correct payment)
626-459-8300
------------------------------------------------------------------------------------------------------------------------

3. INTERMEDIARY BANK INFORMATION (THIS IS A FINANCIAL INSTITUTION THAT THE WIRE MUST PASS THROUGH BEFORE REACHING THE
FINAL BENEFICIARY BANK.) THIS SECTION IS OPTIONAL AND NOT REQUIRED FOR ALL WIRES. PLEASE NOTE THAT ROUTING MAY BE
ALTERED DEPENDING ON WELLS FARGO BANK'S CORRESPONDENT RELATIONSHIPS.

OPTIONAL: Intermediary Beneficiary Bank RTN or SWIFT Bank Identifier Code (BIC) International Sort/Routing/Clearing Code
(if applicable)
------------------------------------------------------------------------------------------------------------------------

INTERMEDIARY BANK NAME

------------------------------------------------------------------------------------------------------------------------
Intermediary Bank Address, State, Zip, Country (optional information)

------------------------------------------------------------------------------------------------------------------------
Information for Intermediary Bank
4. ACCOUNT, FOREIGN CURRENCY, & CUSTOMER INFORMATION

------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                                     Page 10