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EXHIBIT 10.13


                             AGREEMENT Ingen Technologies, Inc. and Rick Griffin


[INGEN LOGO]
285 E. County Line Road, Calimesa California 92320
(800) 259-9622 FAX: (800) 777-1186


                              CONTRACTING AGREEMENT

         This Agreement made effective as of this 1ST DAY OF MAY, 2005, by and
between RICK GRIFFIN, an individual, further referred to as the ("Contractor"),
whose principal address is 3728 Philips Highway, Suite 31, Jacksonville, Florida
32207; 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.

B.       The Company desires to exclusively engage the services of the
         Contractor to provide installations and training for the Secure
         Balance(TM) customers, as well as market physicians within the domestic
         United States to sell Secure Balance(TM) programs as described in
         Schedule-A.

C.       The Contractor accepts the terms and conditions setforth in Recital-B.
         The Secure Balance (TM) program includes the services and medical
         equipment as described in Exhibit-A.

C.       The Contractor has the expertise, knowledge and resources for
         installation and training of the Secure Balance(TM) products and
         services and implementation of the services described in Schedule-A.

D.       The Company will provide the Secure Balance(TM) product and services,
         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 providing
         installation and training of the Secure Balance(TM) products and
         services related to vestibular testing products, and as such, the
         Contractor desires to provide said services as described above.

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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 issue
         200,000 Shares of restricted public common stock, under SEC Rule-144,
         in addition the Company will pay the Contractor $1,500.00 (fifteen
         hundred dollars) for each 2-Day installation & training for those
         Secure Balance(TM) customers offered by the Company and accepted by the
         Contractor. The Company will pay the Contractor $500.00 (five hundred
         dollars) for each 2 hour demo for those Secure Balance(TM) customers
         offered by the Company and accepted by the Contractor. Further, the
         Company will pay for travel and lodging as described in Paragraph-5 of
         this Agreement. The Contractor will be paid within 7 days after receipt
         of an invoice by the Contractor.

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. The Contractor agrees to provide
         his/her "best efforts" to deliver those services as described in
         Schedule-A.

4.       The Contractor is only responsible to market and sell the Secure
         Balance(TM) program. The Company is responsible to provide
         installation, training and support 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 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. The
         Company will pay $0.40 (forty cents) per mile for each mile driven,
         airfare-coach, car rental (compact rates), and lodging (up to $100 per
         night). THERE WILL BE NO AMOUNTS DEDUCTED FROM THE CONTRACTOR'S
         PAYMENT, FOR ANY REASON, DIRECTLY OR INDIRECTLY.

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.


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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.


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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.


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                           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:            Rick Griffin
                                                  3728 Philips Highway, Suite 31
                                                  Jacksonville, Florida 32207
                                                  904-553-8974

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:

                           ---------------------------------  ---------------
                           Rick Griffin, Individual                Date




         The Company:

                           /s/ Scott Sand                     May 1, 2005
                           ---------------------------------  ---------------
                           Scott Sand, CEO                         Date




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                                   SCHEDULE-A

                        SERVICES PROVIDED THE CONTRACTOR
                        --------------------------------


1.       PHYSICIAN SCHEDULING: The Contractor will contact the Customer and
         establish a 2-Day installation & training date.

2.       TRAVEL SCHEDULE: The Contractor is responsible to establish the travel
         schedule, inclusive of, but not limited to, airfare at coach rates
         (upgrades to be paid by Contractor), lodging and car rental at compact
         rates.

3.       INSTALLATION: The Contractor will assemble, install and test all
         equipment related to the Secure Balance(TM) order, inclusive of, but
         not limited to, the medical cart, VNG system, SportKat system, and
         any/all other items.

4.       TRAINING: The Contractor will provide the Secure Balance(TM) customer
         with 16 hours of on-site training, inclusive of, the VNG software,
         vestibular anatomy, vestibular function testing, VNG software
         configuration for customer needs, SportKat software training, balance
         therapy training and protocols. Further, the Contractor may choose to
         establish a formal training program and agenda.

5.       CERTIFICATION: Upon completion of the installation & training, the
         Contractor will provide a written report, including the complete names
         of all people trained.


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                                    EXHIBIT-B

                          PRODUCT LIST SOLD TO CUSTOMER

ITI INGEN TECHNOLOGIES, INC.                         PROFORMA INVOICE
285 E. COUNTY LINE ROAD
CALIMESA CA 92320
(800) 259-9622


ITEM QTY  PART NO.         DESCRIPTION                                  PRICE
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1 1ea.  Model-2000  Secure Balance 2 Channel VNG                      $38,000.00
                    Complete with computer system,
                    1-Camera Goggle,Oculomotor Full-Field Projector
                    Secure Balance(TM) Full Clinical VNG Software version 1.00
                    Atmos Air Irrigator and Scope
                    Installation and training (On-Site).
                    2-Day Physician Interpretation Workshop
                    Tower Computer or Laptop Notebook
                    HP Color Printer

2 1ea.  Model-4000  SPORTKAT Balance System                           $15,000.00
                    Balance Therapy & Posturograhy Platform
                    VVP Computer Data System Assessment
                    & Treatment Software 3.02 Flat Panel
                    Display Computer System Base Unit
                    360 Degree Platform w/Tilt Sensor
                    Handrails with Gauge Readout PSI
                    DC-Power Supply Installation and
                    Training (On-Site)

3 1ea.              2-Day Onsite Install & Training
                    2-Day Phys. Interp. Workshop
                    5 Hours on Medicare Compliance/Billing

                    Full Warranty 1-Year
                    Software Upgrades - No Charge


Grand Total                                                           $53,000.00

                          TAX and FREIGHT NOT INCLUDED
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50% DEPOSIT/50% DELIVERY      FOB: CALIMESA CA           DELIVERY: 2-4 WEEKS ARO
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