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EXHIBIT 10.24


                              CONSULTING AGREEMENT
                              --------------------


This Consulting Agreement (the "Agreement"), effective as of this 7TH DAY OF
JANUARY, 2005 (the "Effective Date") is entered into by and between, APEX
CHARTING, INC. (herein referred to as the "Consultant") and INGEN TECHNOLOGIES,
INC., (herein referred to as the "Company").

                                    RECITALS
                                    --------

WHEREAS, Company desires to engage the services of Consultant to consult, assist
and advise the Company in identifying investor relations and/or public relations
and/or market relations organizations to be utilized by the Company and
assisting the Company with such investor relations and/or public relations
and/or market relations organizations which are engaged by the Company;

NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1.       Term of Consultancy. Company hereby agrees to retain the Consultant to
         act in a consulting capacity to the Company, and the Consultant hereby
         agrees to provide services to the Company commencing on the Effective
         Date and ending 6 MONTHS from the Effective Date unless terminated
         pursuant to Section 8 of this Agreement.

2.       Services. During the term of this Agreement, Consultant's services may
         include, but will not necessarily be limited to providing the following
         services on behalf of and for the benefit of the Company:

         A.       Analyze Company's needs with respect to public relations
                  and/or investor relations and/or market relations.

         B.       Oversee and facilitate, for the benefit of the Company, any
                  and all investor relations and/or public relations and/or
                  market relations organizations which are engaged by the
                  Company;

         C.       Consult and assist the Company in developing and implementing
                  appropriate plans and means for presenting the Company and its
                  business plans, strategy and personnel to the financial
                  community.

         D.       Assist and advise the company with respect to its relations
                  with brokers, dealers, analysts, and other investment
                  professionals.

         E.       Otherwise perform as the Company's consultant for public
                  relations and/or investor relations and/or market relations.

         F.       Short and long term strategic planning.


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         G.       Short term crisis management.

         H.       Short and long term marketing.

         I.       Meeting with/selecting qualified companies for joint business
                  ventures.

         J.       Contracting and interviewing qualified accounting firms and
                  legal counsel.

         K.       Recruitment selection of key executives and staff

         L.       Internet and website design.

         M.       Recommending and identifying of board members, with all such
                  services (the "Services") on the terms and subject to the
                  condition set forth herein.

3.       Allocation of Time and Energies. The Consultant hereby promises to
         perform and discharge faithfully the responsibilities, which may be
         assigned to the Consultant from time to time by the officers and duly
         authorized representatives of the Company under this Agreement.
         Consultant and staff shall diligently and thoroughly provide the
         consulting services required hereunder. Although no specific
         hours-per-day requirement will be required, Consultant and the Company
         agree that Consultant will perform the duties set forth herein above in
         a diligent and professional manner.

4.       Remuneration. As full and complete compensation for services described
         in this Agreement, the Company shall compensate Consultant as follows:

         4.1      For undertaking this engagement and for other good and
                  valuable consideration, the Company agrees to cause to be
                  delivered to the Consultant 1,000,000 shares registered,
                  unrestricted, freely trading shares of the Company's Common
                  Stock (which represents less than 5% of the issued and
                  outstanding shares of common stock in the Company) to be
                  issued in the following traunches: 500,000 shares up front and
                  the remaining balance to be paid to the Consultant 30 days
                  after. The Company understands and agrees that Consultant has
                  foregone significant opportunities to accept this engagement.
                  The shares of Common Stock issued as a Commencement Bonus,
                  therefore, constitute payment for Consultant's agreement to
                  consult to the Company and are a nonrefundable, non-apportion
                  able, and non-ratable retainer; such shares of common stock
                  are not a prepayment for future services. If the Company
                  decides to terminate this Agreement after entered into for any
                  reason whatsoever, it is agreed and understood that Consultant
                  will not be requested or demanded by the Company to return any
                  of the shares of Common Stock paid to it as Commencement Bonus
                  hereunder. Further, if and in the event the Company is
                  acquired in whole or in part, during the term of this
                  Agreement, it is agreed and understood Consultant will not be
                  requested or demanded by the Company to return any of the
                  shares of Common Stock paid to it hereunder. It is further
                  agreed that if at any time during the term of this agreement,
                  the Company or substantially all of the Company's assets are
                  merged with or acquired by another entity, or some other
                  change occurs in the legal entity that constitutes the
                  Company, the Consultant shall retain and will not be requested
                  by the Company to return any of the shares of Common Stock.


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         4.2      With each transfer of shares of Common Stock to be issued
                  pursuant to this Agreement (collectively, the "Shares").
                  Company shall cause to be issued a certificate representing
                  the Common Stock and a written opinion of counsel for the
                  Company stating that said shares are validly issued, fully
                  paid and non-assessable and that the issuance and eventual
                  transfer of them to Consultant has duly authorized by the
                  Company. Company warrants that all Shares issued to Consultant
                  pursuant to this Agreement shall have been validly issued,
                  fully paid and non-assessable and that the Company's board of
                  directors shall have duly authorized the issuance, and any
                  transfer of them to Consultant.

5.       Non-Assign ability of Services. Consultant's services under this
         contract are offered to Company only and may not be assigned by Company
         to an entity with which Company merges or which acquires the Company or
         substantially all of its assets. In the event of such merger or
         acquisition, all compensation to Consultant herein under the schedules
         set forth herein shall remain due and payable, and any compensation
         received by the Consultant may be retained in the entirety by
         Consultant, all without any reduction or pro-rating and shall be
         considered and remain fully paid and non-assessable. Notwithstanding
         the non-assign ability of Consultant's services, Company shall assure
         that in the event of any merger, acquisition, or similar change of form
         of entity, that its successor entity shall agree to complete all
         obligations to Consultant, including the provision and transfer of all
         compensation herein and the preservation of the value thereof
         consistent with the rights granted to Consultant by the Company herein,
         and to Shareholders.

6.       Indemnification. The Company warrants and represents that all oral
         communications, written documents or materials furnished to Consultant
         by the Company with respect to financial affairs, operations,
         profitability and strategic planning of the Company are accurate and
         Consultant may rely upon the accuracy thereof without independent
         investigation. The Company will protect, indemnity and hold harmless
         Consultant (including its officers, directors, employees and agents)
         against any claims or litigation including any damages, liability, cost
         and reasonable attorney's lees as incurred with respect thereto
         resulting from Consultants communication or dissemination of any said
         information, documents or materials. Company further agrees to protect,
         indemnity and hold harmless Consultant (including its officers,
         directors, employees and agents) against any claims or litigation
         including any damages, liability, cost and reasonable attorney's fees
         as incurred with respect thereto resulting from any and all breaches by
         Company and/or Company's officers, directors, employees, agents, and
         any and all market relations, public relations and investor relations
         organizations introduced to Company by Consultant and subsequently
         engaged by Company, including misrepresentations and/or omission of
         fact and from any and all violations of applicable laws and
         regulations.

7.       Representations. Consultant represents that it is not required to
         maintain any licenses and registrations under federal or any state
         regulations necessary to perform the services set forth herein.
         Consultant further acknowledges that it is not a securities Broker
         Dealer or a registered investment advisor and is not and will not
         perform any tasks, which require Consultant to be licensed as such.
         Company acknowledges that, to the best of its knowledge, that it has
         not violated any rule or provision of any regulatory agency having
         jurisdiction over the Company. Company acknowledges that, to the best
         of its knowledge, Company is not the subject of any investigation,
         claim, decree or judgment involving any violation of the SEC or
         securities laws. Both Company and Consultant acknowledge that Company
         is under no obligation to follow and/or act in accordance with the
         recommendations made by Consultant in connection with this Agreement.
         Company represents that its decision to not act in accordance with
         Consultant's recommendations in no way effects Company's obligations as
         set forth in Section 4 et. Seq. hereinabove. Company acknowledges that


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         it remains responsible to perform any and all additional due diligence
         it deems necessary and appropriate respecting the investor relations,
         market relations and public relations organizations introduced to it by
         Consultant. Company further represents and acknowledges that Consultant
         is not responsible and not liable for the actions taken by those
         investor relations, market relations and public relations organizations
         that are introduced to it by Consultant and subsequently engaged by
         Company.

8.       Termination. This Agreement may be terminated by Consultant during the
         Term hereof by notice to the Company in the event that the Company
         shall have provided materially inaccurate or misleading information, of
         any type or nature, to the Consultant, or failed or been unable to
         comply in any material respect with any of the terms, conditions or
         provisions of this Agreement on the part of the Company to be
         performed, complied with or fulfilled within the respective times, if
         any, herein provided for, unless compliance therewith or the
         performance or satisfaction thereof shall have been expressly waived by
         Consultant in writing. Any termination of this Agreement pursuant to
         this Section 8 shall be without liability of any character (including,
         but not limited to, loss of anticipated profits or consequential
         damages) on the part of the Company, except that the Company shall
         remain obligated to pay the fees, other compensation and costs
         otherwise to be paid, as set forth in Sections 4 and 5 hereof.

9.       Legal Representation. The Company acknowledges that independent legal
         counsel in the preparation of this Agreement has represented it.
         Consultant represents that it has consulted with independent legal
         counsel and/or tax, financial and business advisors, to the extent the
         Consultant deemed necessary.

10.      Status as Independent Contractor. Consultant's engagement pursuant to
         this Agreement shall be as independent contractor, and not as an
         employee, officer or other agent of the Company. Neither party to this
         Agreement shall represent or hold itself out to be the employer or
         employee of the other. Consultant further acknowledges the
         consideration provided hereinabove is a gross amount of consideration
         and that the Company will not withhold from such consideration any
         amounts as to income taxes, social security payments or any other
         payroll taxes. All such income taxes and other such payment shall be
         made or provided for by Consultant and the Company shall have no
         responsibility or duties regarding such matters. Neither the Company
         nor the Consultant possesses the authority to bind each other in any
         agreements without the express written consent of the entity to be
         bound.

11.      Waiver. The waiver by either party of a breach of any provision of this
         Agreement by the other party shall not operate or be construed as a
         waiver of any subsequent breach by such other party.

12.      Notices. Any notices or other communications required or permitted
         hereunder shall be sufficiently given if personally delivered, or sent
         by express mail or telegram, or transmitted by fax or e-mail, addressed
         as set forth herein below.


If to Consultant:          APEX CHARTING, INC.

If to the Company:         INGEN TECHNOLOGIES, INC.

13.      Confidentially. This entire Agreement, including the terms of this
         Agreement, shall remain confidential in its entirety and will not be
         disclosed to anyone without first receiving written consent to do so.
         This is a material part of this Agreement.


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14.      Complete Agreement. This Agreement contains the entire agreement of the
         parties relating to the subject matter hereof. This Agreement and its
         terms may not be changed orally but only by an agreement in writing
         signed by the party against whom enforcement of any waiver, change,
         modification, extension or discharge is sought. In the event that any
         particular provision or provisions of this Agreement shall for any
         reason hereafter be determined to be unenforceable, or in violation of
         any law, governmental order or regulation, such unenforceability or
         violation shall not affect the remaining provisions of this Agreement,
         which shall continue in full force and be binding upon the respective
         parties hereto. The language of this Agreement shall be construed as a
         whole, according to its fair meaning and intent, and not strictly for
         or against either party hereto, regardless of who drafted or was
         principally responsible for drafting the Agreement or the terms or
         conditions hereof

AGREED TO:

APEX CHARTING, INC.

Date:    JANUARY 7, 2005

By:      /S/ DEREK WOLFF
         ---------------------------
         Derek Wolff, Vice President


INGEN TECHNOLOGIES, INC.

Date:    JANUARY 7, 2005

By:      /S/ SCOTT SAND
         ---------------------------
         Scott Sand, Pres./CEO


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