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EXHIBIT 99.3

INGEN TECHNOLOGIES, INC. ("INGEN" OR THE "COMPANY")
MANAGEMENT CODE OF ETHICS AND BUSINESS CONDUCT


1.0 PURPOSE
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The purpose of this Code of Ethics and Business Conduct (the "Code") is to
summarize the principles that are to guide each of our company's business
transactions. Ingen views this as the personal responsibility of every officer
and director within the Company. A Code of conduct for employees will be
established if the company hires non-management employees.

Please note: this Code was adapted and modified for use by Ingen from a Code of
Ethics and Business Conduct posted on the worldwide web (without copyright
protection and presumably to be used as a guide by others).


2.0 SCOPE
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The Code shall apply to all Ingen officers and directors.


3.0 APPLICATION
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This application and enforcement of this Code is the responsibility of the
officers of Ingen, who may consult with our legal counsel as needed.


4.0 ADDITIONAL REFERENCES REGARDING EMPLOYEE CONDUCT
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Other policies such as an employee handbook will be implemented as needed by the
Ingen Board of Directors.


5.0 POLICY
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INTRODUCTION

Our company will continue to strive to operate in an ethical and legal manner
(as further reflected in this Policy)

5.1 POLICY

         5.1.1 GENERAL
         Ingen will conduct our business in accordance with all applicable
         federal, state and local laws and regulations, and the laws of foreign
         countries where we transact business. Legal compliance is only a part
         of our ethical responsibility, however, and should be viewed as the
         minimum acceptable standard of conduct.

         Ingen strives to act with the utmost integrity, not just in our most
         important corporate decisions, but in actions taken every day. Ethical
         conduct is a high ideal, but often just means exercising common sense
         and sound judgment. Acting ethically will help us become a better
         company, a better partner with our customers, and a better corporate
         citizen.



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         5.1.2 HONEST DEALING
         All members of management are expected to be honest and forthright in
         their interactions with one another and in dealings with customers,
         suppliers, business partners and shareholders. Ingen will not condone
         dishonesty or deceitful actions in any form. This includes, but is not
         limited to, making misrepresentations to customers, changing customer
         documents, making false or misleading entries on the Company's books or
         ledgers, inflating expense reports, or falsely recording hours worked
         on time cards. In particular, the importance of accuracy in
         record-keeping and reporting and the Company's expectations relating
         thereto are discussed more fully in Section 5.1.9 below.


         5.1.3 GRATUITIES
         Building strong relationships with customers is essential to Ingen'
         business. Socializing with customers and suppliers is an integral part
         of building those relationships. Common sense and good judgment should
         always be exercised in providing or accepting business meals and
         entertainment or nominal gifts, however.

         While individual circumstances differ, the overriding principle
         concerning gratuities is not to give or accept anything of value that
         could be perceived as creating an obligation on the part of the
         recipient (whether an Ingen manager or a customer) to act other than in
         the best interests of his or her employer or otherwise to taint the
         objectivity of the individual's involvement. It is the responsibility
         of each employee to ensure that providing or accepting a gratuity is
         appropriate under the circumstances. When in doubt, err on the side of
         prudence.


         5.1.4 HANDLING COMPANY AND CUSTOMER ASSETS
         Company property and customers' property with which Ingen has been
         entrusted must be used and maintained properly with care taken to guard
         against waste and abuse. Appropriate use of Company and customer
         property, facilities, and equipment is every employee's responsibility.
         Of course, stealing or misappropriating Company or customer property
         will not be tolerated. Likewise, the removal or borrowing of Company or
         customer property without permission is prohibited.


         5.1.6 CONFLICTS OF INTEREST
         Although management is generally free to engage in personal financial
         and business transactions, this freedom is not without constraints.
         Every member of management must avoid situations where loyalties may be
         divided between Ingen' interests and the member's own interests.
         Management also should seek to avoid even the appearance of a conflict
         of interest. If a member of management is considering engaging in a
         transaction or activity that may present a conflict of interest or the
         appearance of a conflict of interest the employee should disclose the
         matter and obtain appropriate approvals before engaging in such
         transaction or activity.

         For management personnel, examples of potential conflicts of interest
         include accepting concurrent employment with, or acting as a consultant
         or contractor to, any Ingen competitor, customer or supplier; serving
         on the board of directors or technical advisory board of another
         entity; or holding a significant financial interest in any Ingen
         competitor, customer or supplier.

         It is recognized that directors of Ingen entities who are not employees
         may engage in outside activities with, or have duties to, other
         entities, as employees, directors, consultants or otherwise. Such
         activities and duties generally do not in and of themselves constitute
         a conflict of interest, and in fact are valuable to Ingen because of
         the experience and perspective that outside directors offer to Ingen as
         a result of these activities. Directors are expected to exercise sound
         judgment with respect to the relationship between their outside
         activities and their responsibilities to Ingen, and at all times to act
         in a manner consistent with their duties of care and loyalty, as well
         as other applicable legal standards governing the responsibilities of
         directors. Directors should err on the side of caution in disclosing to
         the Board relationships that may constitute, or may appear to
         constitute, an actual or potential conflict of interest, and may be
         required to abstain from involvement as a Board member or as an
         employee, director, consultant, or other affiliation with another
         entity, in a particular matter. Outside directors also should fully
         disclose their relationship with Ingen to other entities with whom they
         have a relationship.


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         5.1.7 SAFEGUARDING CONFIDENTIAL INFORMATION
         Each member of management is to protect Ingen' proprietary information,
         which includes such things as business, financial, research and
         development, and personnel information.

         Confidential information also includes any proprietary information
         shared with Ingen by our customers and business partners, or
         information that has been acquired by an employee during the course of
         working for a former employer. Ingen management members have an equal
         obligation to protect against the unauthorized disclosure or misuse of
         such third party confidential information.

         5.1.8 INSIDER TRADING
         Ingen believes in an open culture in which information is widely
         shared. As a result, Ingen members of management may have access to
         non-public information about Ingen which, if known to the public, might
         affect investors' decisions to buy, sell or hold securities issued by
         the Company.

         Under the Company's insider trading policy, trading while in possession
         of such material non-public information i.e., insider trading, is
         prohibited. Insider trading is also prohibited by the federal
         securities laws. Engaging in insider trading is grounds for discipline
         up to and including termination, and may subject both the individual
         and Ingen to civil and criminal penalties.

         5.1.9 PUBLIC REPORTING REQUIREMENTS
         Accounting and other business records are relied upon in the
         preparation of reports Ingen files with certain government agencies,
         such as the Securities and Exchange Commission (SEC). These reports
         must contain full, timely and understandable information and accurately
         reflect our financial condition and results of operations.


         Members of management who collect, provide or analyze information for
         or otherwise contribute in any way in preparing or verifying these
         reports must strive to ensure that our financial disclosures are
         accurate and verifiable, thus to enable shareholders and potential
         investors to assess the soundness and risks of our business and
         finances and the quality and integrity of our accounting and
         disclosures. The integrity of our public disclosures depend on the
         accuracy and completeness of our records. To that end:

              O    All business transactions must be supported by appropriate
                   documentation and reflected accurately in our books and
                   records;

              O    No entry be made that intentionally mischaracterizes the
                   nature or proper accounting of a transaction;

              O    No Ingen member of management may take or authorize any
                   action that would cause our financial records or disclosures
                   to fail to comply with generally accepted accounting
                   principles, the rules and regulations of the SEC or other
                   applicable laws, rules and regulations;

              O    All members of management must cooperate fully with our
                   independent public accountants and counsel, respond to their
                   questions with candor and provide them with complete and
                   accurate information to help ensure that our books and
                   records, as well as our reports filed with the SEC, are
                   accurate and complete; and

              O    No member of management should knowingly make (or cause or
                   encourage any other person to make) any false or misleading
                   statement in any report filed with the SEC or other
                   government agency, or knowingly omit (or cause or encourage
                   any other person to omit) any information necessary to make
                   the disclosure in any of our reports accurate in all material
                   respects.

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         Any member of management who becomes aware of any departure from these
         standards has a responsibility to report his or her knowledge promptly
         to the company's CEO, the Company's Chief Financial Officer and/or to
         the Company's Audit or Legal personnel.


5.2 ADMINISTRATION OF POLICY

         5.2.1 IMPLEMENTATION
         A copy of this Code will be attached to the Board Resolution approving
         it and shall be reviewed by all directors and the company's Secretary
         prior to enacting the resolution. This policy shall be transmitted to
         all Board candidates prior to the election date and all such candidates
         shall read this Policy before the election occurs.


         5.2.2 COMPLIANCE AND VIOLATIONS
         All Ingen management are expected to comply fully with this Code. Those
         who violate this Code will be subject to disciplinary action, up to and
         including immediate termination of the relationship.


         5.2.3 PROCEDURE FOR REPORTING UNETHICAL CONDUCT & ENFORCEMENT
         Ingen observes an open-door policy. If a member of management becomes
         aware of or suspects that unethical or illegal conduct has occurred or
         is about to occur, the member of management should notify the company's
         CEO or CFO.

         Reports of unethical or illegal conduct shall be promptly and
         thoroughly investigated by a "disinterested" member of management or
         other person appointed to check into the matter.

         All information regarding suspected ethical violations or unlawful
         activity will be received on a confidential basis. While complete
         confidentiality cannot be guaranteed, confidentiality will be
         maintained to the extent possible in conducting internal investigations
         and, where action is warranted, in carrying out disciplinary measures.

         Members of management who report unethical conduct in good faith are
         assured they may do so without fear of retribution. Ingen will not
         tolerate adverse actions being taken against an member of management
         for the good faith reporting of violations of law or Company policies,
         or for participating in internal investigations.

         5.2.4 WAIVERS AND DISCLOSURES
         This Code shall be made available to the public on Ingen' website at
         www.ingentechnologies.com and through all applicable disclosures
         required by the Securities and Exchange Commission (SEC) or other
         applicable law.

         Waiver of any provision of this Code for directors or officers of Ingen
         must be approved in writing by the Board of Directors of Ingen, Inc.
         and promptly disclosed as required by applicable law, rules or
         regulations.

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