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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED MAY 31, 2005

                       Commission File Number ___________

                            INGEN TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             Georgia                                          88-0429044
             -------                                          ----------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

 35193 Avenue "A", Suite-C, Yucaipa, California                 92399
 ----------------------------------------------                 -----
    (Address of principal executive offices)                  (Zip Code)

                                 (800) 259-9622
                                 --------------
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [x]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

The Registrant had revenues of $794,314 for its most recent fiscal year.

As of May 31, 2005, the aggregate market value of the voting stock of the
Registrant held by non-affiliates of the Registrant was $891,000.*

The number of shares of Common Stock, no par value, outstanding on May 31, 2005,
was 127,287,593.

* Excludes the Common Stock held by executive officers, directors and
stockholders whose ownership exceeds 5% of the Common Stock outstanding on May
31, 2005. The calculation does not reflect a determination that such persons are
affiliates for any other purposes.

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                                TABLE OF CONTENTS


                                                                            Page
                                     PART I


ITEM 1.    Business                                                            3
ITEM 2.    Properties                                                         17
ITEM 3.    Legal Proceedings                                                  17
ITEM 4.    Submission of Matters to a Vote of Security Holders                17

                                     PART II


ITEM 5.    Market for Common Equity and Related Stockholder Matters           18
ITEM 6.    Management's Discussion and Analysis                               19
ITEM 7.    Financial Statements                                          27, F-1
ITEM 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                                28
ITEM 8A.   Controls and Procedures                                            28

                                    PART III


ITEM 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act         29
ITEM 10    Executive Compensation                                             31
ITEM 11.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters                         32
ITEM 12.   Certain Relationships and Related Transactions                     34
ITEM 13.   Exhibits                                                           34
ITEM 14.   Independent Auditors' Fees and Services                            36


                           FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which reflect
management's current views with respect to future events and financial
performance. In this report, the words "anticipates," "believes," "expects,"
"intends," "future," "may" and similar expressions identify forward-looking
statements. These and other forward-looking statements are subject to certain
risks and uncertainties, including those discussed in the "Business Risks"
section of Item 6 and elsewhere in this Form 10-KSB, that could cause actual
results to differ materially from historical results or those anticipated.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation
to publicly release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances occurring
subsequent to the filing of the Form 10-KSB with the Securities and Exchange
Commission.


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                                     PART I

ITEM 1. BUSINESS

OVERVIEW

Ingen Technologies, Inc. is a medical device manufacturer and service provider
for medical and consumer markets both domestic and abroad. We have four
products, one of which has had sales in at least the last two fiscal years
(Secure Balance (TM)). The others are oxygen and gas monitoring safety devices
that we have developed over the last few years.

Increasing revenues are being generated from the Company's Secure Balance(TM)
program; a medical product line for physicians and hospitals that provides
patient services for "balance & fall prevention" programs.

The Company's featured medical oxygen monitoring device is OxyAlert(TM), a
second-generation design of the Company's BAFI(TM) product line. Both of these
products have been issued two US Patents: Patent No. 6,137,417 issued on October
24, 2000 and Patent No. 6,326,896 B1 issued on December 4, 2001. Both of these
products are low-oxygen safety warning devices used on remote oxygen cylinders
for patients, commercial aircraft, military transport, and fire and safety
equipment. OxyAlert(TM) technology encompasses the use of digital sensing and RF
frequency transfer so that care givers can access a hand-held remote to monitor
the actual oxygen level of any oxygen cylinder at a reasonable distance. We
expect to begin sales of OxyAlert(TM) in calendar year 2006.

Using the same patented and proprietary technology, the Company also will offer
our GasAlert(TM) product; a device that interfaces between any gas line and
accessory, such as a water heater, dryer, stove or heater, to detect leaks. This
is a mass consumer item expected to go to market in calendar year 2006.

The newest product we've developed, OxyView(TM), has a patent pending, and is a
pneumatic gauge that provides visual safety warning of oxygen flow to
hospitalized patients. This product enhances the safety, assurance and accuracy
of hospitalized patients being administered oxygen from any source. OxyView(TM)
is a lightweight pneumatic gauge that is attached to the oxygen tubing just
below the neck. It informs the nursing staff of oxygen flow rate near the
patient. It could quickly inform the hospital staff of any leak or inaccuracy
between the delivery source and the patient. We expect to go to market with
OxyView(TM) in calendar year 2006 as well.

We invite you to check out our website at www.ingen-tech.com for
information about our company and products. At the present time, there is
considerable information on Secure Balance and we plan to add more information
concerning our BAFI(TM) product line in the near future.

I.  SECURE BALANCE(TM)

The Secure Balance(TM) product is a private-label product that includes a
vestibular function testing system and balance therapy system. The vestibular
(referencing organs in the inner ear) function testing system is manufactured by
Interacoustics LTD. in Denmark and is referred to as the VNG. The balance
therapy system is manufactured by SportKAT(R), Inc. in San Diego, California.
SportKAT provides private-label testing and balance therapy systems to others.
However, we have our own trademark - Secure Balance(TM). Our Secure Balance(TM)
program provides equipment, education and training about balance and fall
prevention to physicians and clinicians worldwide. All of our company's sales in
fiscal year 2005 ($794,314) were sales of Secure Balance(TM).

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SECURE BALANCE(TM) THERAPY TRAINER
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Secure Balance(TM) Therapy Trainer is designed to sell to physicians, clinics
and hospitals for use with patients suffering from balance problems. It is a
patented Kinesthetic Ability Trainer (called "SPORTKAT"), an innovative tool for
the evaluation and rehabilitation of neurosensory (or balance) deficits.
SportKat focuses on the development of dynamic balance, strength, muscle
control, proprioceptive, and vestibular improvement and offers a practically
infinite range of adjustable settings to accommodate people with varied body
weights and physical activity levels.

         o    Secure Balance(TM) Therapy Trainer provides a way to test and
              train the nerves that control the muscles of the body that enable
              us to stand, run, jump and otherwise perform day to day functions.
              These nerves are called proprioceptors. They are an integral part
              of a complicated system that the body uses to interpret all of the
              sensory input that it receives from external and internal
              sources-- including vestibular input from the inner ear, visual
              input from the eyes and proprioceptive input in order to maintain
              posture and mobility. Proprioception enables the body to know
              where it is in space. Performing an oculomotor test and examples
              of included patterns for the visual stimulus system for oculomotor
              testing and calibration.


SportKat is an advanced Balance Training system primarily for Senior "fall
prevention" Programs, correcting vertigo in Pilots and improving the quality of
life with those that have severe motor skill diseases. The SportKat system
differentiates itself from anything else (known to management) because it
applies the Visual, Vestibular and Proprioceptive systems to leverage the
redundancies in the brain--thereby improving balance. It is much safer than a
"wobble board" for seniors because the air "bladder" can be inflated to match
all levels of ability, weight, etc. This product is currently used in Medical
Centers, Hospitals, Universities, and Professional Sports Teams. SportKat is
effective with those that have the following severe motor skill
diseases/challenges:

         o    Post Acoustic Neuroma Resection (Brain Tumors)

         o    Head Trauma

         o    Post Concussion

         o    Meniere's Disease

         o    Vertiginous Migraines

         o    Vestibular Neuronitis

         o    Presbystasis

         o    MS

         o    Parkinson's

         o    Ataxia


The SportKat 4000 is our most advanced balance assessment and training
equipment. The SportKat software includes provisions for both static and dynamic
balance training and assessment through the availability of diversified types of
tests, test patterns and difficulty levels. Users may use the built-in training
modes with a great deal of ease and flexibility. In addition, the system enables
the user (or doctor, trainer, etc.) to design unique, individual training
protocols to overcome specific deficits identified during the assessment phase.
Designed for multiple applications within the medical and athletic environments,
the SportKat 4000 features:

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         o    19" Monitor

         o    Wireless Mouse & keyboard

         o    Printer (Ability to Generate Printed Reports)

         o    Handrails for additional safety

         o    Larger Base for increased stability

         o    Microprocessor-based Pump Control which allows for automated
              inflation and deflation of the pressure bladder to quickly and
              easily adjust the pressure based on the user's weight and level of
              difficulty

         o    Computer Assisted Data System featuring the SPORTKAT WIN software
              (see Technology below)

         o    Thermal Accelerometer

         o    Provisions for Both Static and Dynamic Balance Assessment

         o    Multiple Built-in Training Programs

         o    Diversified Difficulty Levels for Testing and Training

         o    Automatically Stored Test Data for each user by date, time and
              type of test, allowing for progress analysis

         o    Tracking Software capable of maintaining data for multiple users,
              including personal data, medical data and a test editor

         o    Ability to Transfer Files for Additional Analysis such as
              statistical studies using Microsoft's Excel software


The SportKat operates using a patented inflatable bladder support system and
centrally pivoted platform. Attached to the platform is a thermal accelerometer,
which measures the user's displacement from center (balancing ability),
producing a quantifiable measurement or balance index score at the conclusion of
a balance assessment or training session. This measurement provides a basis on
which the user can track improvements by completing increasingly difficult
levels of training.


The modular nature of the SportKat design allows the company to offer a variety
of SportKat models to meet the needs (and budgets) of each customer/user group.
In addition, the modular design allows users to upgrade a SportKat machine to
meet changing needs, add new features or incorporate increased levels of
technology. As discussed below, each SportKat model may be classified into one
of three categories: portable, standard or computer assisted. However, every
version of the SportKat incorporates the company's technology as well as the
following standard features:

         o    Sturdy Construction using a combination of injection molded glass
              polymers, plastic and steel

         o    Inflatable Support Bladder capable of holding between 0 to 15 PSI
              of pressure, allowing for a seemingly infinite range of difficulty
              levels for both testing and training

         o    Easy Stability Adjustment using either a hand held or automated
              pump system to inflate the support bladder

         o    Centrally Pivoted Platform with up to 20 degrees of deflection in
              any direction (360 degree range)

         o    Optional Support Harness for increased safety


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In addition to these basic structural features, the SportKat system is be
equipped with the following technological components:


Computer Assisted Data System to allow the SportKat to become interactive and
facilitate advanced testing and training. This system features:


         o    Thermal Accelerometer to measure the users balancing ability and
              compute a score between 0 and 5000, with 0 being perfect balance
              at any given PSI or level of difficulty.

         o    SPORTKAT WIN Interactive Software enabling Static and Dynamic
              Testing and Training Capabilities to assess and improve angular
              displacement skills as well as the time and distance from the
              target. (Static testing measures the ability to maintain balance
              in a stationary position and dynamic testing measures the ability
              to maintain balance while in motion.)

         o    Desktop Computer with Monitor, featuring the Company's proprietary
              SportKat WIN interactive software (factory installed)

         o    Optional Computer Stand

         o    Ability to Create Original Training Programs to accommodate unique
              or specific training goals. For instance, if the user has a
              balancing deficiency on the left side of the body, he/she can
              create a program or draw a picture directly on the monitor with an
              erasable marker; select a dynamic (tracing) mode; and move the
              cursor back within the picture until it is filled in with the
              trace.

         o    Increased Performance Analysis including multiple levels of
              training difficulty and a variety of scoring calculations that
              will enable performance to be tracked and reported using both raw
              numbers and various charts.


SECURE BALANCE(TM) VIDEO ENG VESTIBULAR FUNCTION TESTING

The Secure Balance(TM) VNG Modules offer complete function analysis that is easy
to administer and comfortable for the patient. The lightweight goggle is
designed with patient comfort in mind and versatility in fitting on a variety of
patient populations. The Secure Balance(TM) Video ENG improves upon limitations
of previous measurement techniques.

Video images of the eyes are obtained without direct contact using high
resolution cameras with infrared illumination. The eyes are visualized, enabling
simultaneous subjective evaluation, while eye position is analyzed by digital
image processing to obtain vertical and horizontal eye position.

The Examination Designer program within the goggle allows the creation of a
patient's own test protocol. During the examination the test view provides the
patient with graphical data and immediate analysis while simultaneously
displaying the eye images for subjective control during the exam. The examiner
can even type in comments while the test is in progress. These features greatly
reduce the number of time consuming steps often involved in generating test
data.

The Secure Balance(TM) can produce clear and detailed color reports suitable for
hardcopy storage. Reports collate patient details, traces, analysis and display
diagrams in an easy-to-read-format.

The integrated extensive database provides a practically unlimited storage
capability. The database works with both the Secure Balance(TM)/Alternate
Systems.

The Secure Balance(TM) / Alternate Systems are integrated into the
Interacoustics Medical PC platform. This is designed for convenient
transportation around a clinic and the amount of extraneous equipment required
is kept to a minimum.

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Included Parts:

         o    Combi Mask or Goggle

         o    One Camera module for Combi Mask

         o    Two Camera modules for Combi Mask and 2-channel software

         o    Installation CD

         o    Computer System with Tracking Interface Controller

         o    Footswitch

         o    Full-Field Projector (dimensions 2"X6"x6": Weight 1.2lbs)

         o    Null-modem cable

         o    VisualLab Operation Disk

         o    Flashcard Mobile Storage

         o    Operational Manual


HEALTHCARE COMPLIANCE SERVICES


Ingen Technologies, Inc. has contracted Total Healthcare Compliance to provide
services for Secure Balance(TM) customers who purchase the Balance & Fall
Prevention program. The Secure Balance(TM) customer receives 5 hours of
professional assistance from Total Healthcare Compliance to incorporate accurate
information regarding vestibular function testing and therapy. These services
include, but are not limited to, the following:

         o    CPT-Billing and ICD-9 Coding

         o    Proper and effective use of modifiers to ensure appropriate
              payment

         o    Audit requirements and Claims processing

         o    Testing qualifications and supervision requirements

         o    Strategies to minimize post-payment risk

         o    Documentation strategies to improve profitability

Total Healthcare Compliance, Inc. ("THC") is a full-service medical consulting
firm comprised of attorneys, business management experts, coding specialists and
physicians from different specialties. The company works with each customer's
staff and advisors to design and implement solutions for the customer's needs
within that particular medical practice.


THC has identified six key areas of a health care facility management that are
crucial to your practice's success.

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         o    Physical Plant- THC looks for cost effective ways to improve the
              customer's facility's appearance, patient flow and utilization of
              space, while reducing cancellations/no-show rate. They can suggest
              new, up-to-date diagnostic equipment that can help provide better
              patient care and make it easier to demonstrate medical necessity.

         o    Personnel- They interview the customer's office personnel to help
              take the fullest advantage of the employees' talents and abilities
              and to identify any weak spots in the day-to-day operations. If
              the customer is having trouble finding key personnel, THC can help
              with that too, because of its affiliation with several nationwide
              medical personnel services. THC can also perform background checks
              on current employees and potential new hires to weed out those
              with a history of legal, licensure and financial problems.

         o    Provider Agreements- THC reviews each policy and provides the
              customer with a written, abridged version of what is and is not
              covered. They also outline how billing is to be performed for each
              provider.

         o    Billing, coding, and collections procedures- Coding and billing
              criteria vary from carrier to carrier. Medicare and Medicaid have
              their own sets of requirements. Through regional seminars,
              intensive workshops and/or in-office training, THC instructs the
              customer's personnel in billing and coding procedures. THC also
              offers a full range of forms to assist the customer's billing,
              collection and coding department. Or, THC will handle the
              customers coding and billing.

         o    Patient charts- THC reviews patient charts to make sure the
              customer is properly documenting medical necessity.

         o    Utilization of Services- A thorough utilization review can
              pinpoint areas where the customer's practice is above or below the
              norm as compared to similar practices.

THC offers an on-site review of the customer's practice that includes a thorough
assessment of all six key practice management areas.

THC takes a comprehensive approach to compliance with federal and state
regulatory agencies. They examine the customer's organization's day-to-day
operations and identify any potential areas of exposure. Based on these
findings, THC assists the customer to develop and implement a corporate
compliance program that meets the requirements of the entire alphabet soup of
federal and state regulatory agencies.

The line between mainstream and "alternative" medicine narrows each year, while
the amount of money spent on chiropractic, homeopathy, naropathy and
nutriceuticals increase by the billions of dollars. The rapid growth of
alternative medicine can have positive repercussions for the traditional and
non-traditional physicians alike. "Physician supervised" forms of alternative
medicine ensures that the patients get professional care while offering health
care providers the opportunity to explore new areas of practice. THC helps
integrate new, complimentary areas of "alternative" medicine into the customer
physician's practice. THC can also assist in forming entities that include
alternative medical practices and in developing and implementing protocols for
alternative medicine practitioners.

When it comes to marketing and advertising medical practices, health care
providers are subject to a slew of state and federal restrictions. THC reviews
advertising and marketing materials to ensure they comply with state and federal
regulations. Or, they can handle the design and production for the customer.

THC offers seminars, in-office training and video programs tailored to the needs
of the customer in:

         o    Coding, billing, and collections

         o    Compliance with state and federal regulations

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         o    Marketing

         o    Practice management

         o    Testifying at depositions and in court

         o    Integrated alternative medicine practices


EDUCATIONAL SERVICES AND SEMINARS

As part of our ongoing provision of services for Secure Balance purchasers, we
offer periodic seminars and classes in all aspects of the operation of Secure
Balance. These seminars feature nationally recognized experts in our field.

II.  BAFI(TM); OXYALERT(TM); OXYVIEW; GASALERT(TM)

The company invented, patented, and produced the world's first (as known to
management) wireless, digital, low gas warning system for pressurized gas
cylinders, known as BAFI(TM). Applicable markets include medical, safety &
protection (Fire & Police), aircraft (commercial & private), recreation vehicle
& outdoor (propane), home & residential, construction (welding), military & many
others.

The company's first product, a medical low oxygen warning system for pressurized
oxygen cylinders referred to as BAFI(TM), has been issued 2 United States
patents. The BAFI(TM) product met or exceeded regulatory compliance of this type
of product. We built 200 BAFI(TM) prototypes. Our prototypes were used in
clinical trials administered by Richard Shelton, MD, of Loma Linda (California)
University Medical Center during 2002. The tests proved our the viability
BAFI(TM) and enabled us to determine the design of OxyAlert(TM).

We are now developing our new product lines, OxyAlert(TM), OxyView and
GasAlert(TM), based on our patented BAFI(TM) technology. OxyAlert(TM)'s
application will continue BAFI(TM)'s mission of providing a medical low- oxygen
warning system for oxygen cylinders. OxyView provides a visual safety warning.
GasAlert(TM) will have a broader application to many industries and businesses
desiring to monitor pressurized gas cylinders.

BAFI(TM) (and its progeny OxyAlert(TM), OxyView and GasAlert(TM); referred to
hereinafter as our "BAFI(TM) product line") is a product that offers
technological innovations for various types of applications. Portable
pressurized gas systems are categorized as Diameter Index Safety Systems
(D.I.S.S.) and are used for various applications. For example, oxygen gas is
provided to patients for use in remote locations. This delivery system is a
standard medical application used in providing oxygen to patients suffering from
various respiratory and pulmonary diseases that result in oxygen deficiency
within their blood stream. Oxygen systems are prescribed by physicians and made
available through various manufacturers and oxygen suppliers.

Our clinical tests have shown that BAFI(TM) is reliable, user-friendly and
interfaces with most of the regulators available in the market today. The
BAFI(TM) interfaced with all oxygen cylinders.

The BAFI(TM) product line is unique in its ability to interface with most of
the regulators and all of the pressurized gas cylinders. The use of BAFI(TM)
product line provides reliability and safety for the patients and other users.
The user is periodically unaware of the pressure levels and for the first time
they can experience assurance through this real-time audio and visual warning
system.

BUSINESS OPPORTUNITY

The company intends to market OxyAlert(TM) and OxyView within the Medical
Industry. According to the American Academy of Pulmonology and the New England
Journal of Medicine, Pulmonology Publication, the patient market alone is vast
and includes 8,000,000 patients in the United States and 22,000,000 world wide,
who use oxygen. There are multiple oxygen cylinders used per patient.

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With the elderly population doubling in 7 years and tripling in 15 years, the
market continues to substantially increase. Other markets for GasAlert(TM)
include millions of homes, barbeques, recreation vehicles, construction,
military bases, commercial and private aircraft's, and government facilities.
There is no recognized competition.

PROFESSIONAL PRODUCTS

The Company has ceased the production stage of BAFI(TM) itself, but will soon
have the ability to deliver our BAFI(TM) product line to our various markets.
The Company has established direct sales and marketing programs with
manufacturer reps, and medical product distributors. Our direct marketing
efforts will focus on a direct marketing campaign, infomercials, television
advertising and Internet marketing. The Company has contract agreements with
independent rep-organizations for a regional sales network throughout North
America, Asia and Pacific Rim.

The Company is prepared to promote sales of our product in certain international
markets. The BAFI(TM) product has been issued United States Patents. We do not
have international patents. Company management will prepare for an international
market research report on the potential of its product lines overseas. With this
report, the Company can evaluate its position to pursue compliance of ISO-9000
and CE certification for European countries. In order to sell our products in
Europe, we need to comply with the "ISO" standards which all United States
manufacturers must adhere to. The CE certification is given upon the meeting the
applicable ISO standard. It is anticipated that the overseas market represents
50% of the world market for pressurized gas cylinders.

Our clinical trials with Dr. Sheldon's patients have shown that the BAFI(TM)
system is an accurate and cost effective, real-time, pressurized gas warning
system that will alert the user when the gas levels are approaching empty. It
offers a convenient method in warning users before the cylinders are empty
without the physical need to view the gauge. The BAFI(TM) components are water
resistant, salt spray resistant, heat resistant, durable and FDA approved.

INDUSTRY AND MARKETPLACE

The Company's BAFI(TM) product line falls into several categories including the
health care industry, building supplies industry, recreation vehicles industry
and aircraft industry. We are establishing distribution avenues in the medical
device industry, hospital and medical supplies, and the consumer and
institutional health care supplies market.

THE HEALTH CARE INDUSTRY

Since the mid-1960's, the costs of health care have risen in gross disproportion
to the general cost of living index. The United States alone spends almost $1
trillion annually on health care (from the United States Department of Health
and Human services web site). These expenditures are forecast to increase into
the foreseeable future, posing a serious threat to the economy as well as
financial health of families across the United States. A general consensus
exists that decisive action needs to be taken to strengthen existing control
measures and implement effective new proposals. It is our mission to provide
these solutions for today by developing a cost effective product line for all
applicable markets.

A significant contributing factor to the health care crisis has been the
escalating costs of new medical technologies and the resulting higher costs of
in-hospital patient care. One cost containment strategy that is clearly gaining
momentum is a reduction of technology costs, as well as an increase in
outpatient services. We believe our BAFI(TM) product line will contribute to
safety and cost containment within the medical market and further that our
BAFI(TM) product line will provide convenience and assurance while traveling
with the patient.

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The prohibitive costs of medical facilities have engendered the appearance of a
wide spectrum of consumer based home health care products and managed care
services. Such consumer activity reduces the economic burden of necessary health
care. The managed care industry has structured its primary care providers to act
as the "gate keeper". The BAFI(TM) product line will be targeted for the oxygen
supplier with referrals from a primary care provider and pulmonary specialist
through a manufacturing representative distribution network.

Government agencies and employer insurance liability carriers have incentive to
reduce bottom-line expenditures, thereby creating huge target markets for the
BAFI(TM) product line. We believe the BAFI(TM) product line will offer a more
cost-effective approach to decreasing the number of empty tanks as compared to
costs associated with accidental injuries from oxygen depletion and/or having to
re-prime empty tanks.

THE MARKET

THE GAS INDUSTRY IN GENERAL

According to discussions our management has had with officials of Allied Health
and Puritan Bennett, among the largest suppliers/manufacturers of gas regulators
and cylinders, the gas supply business represents annual revenues of $30 billion
and is mainly comprised of tank manufacturers, gauge & regulator manufacturers,
and gas suppliers. The Company's research has shown that the identified markets
would be interested in acquiring the BAFI(TM) system for their applications. The
physician market continues to have an interest in providing BAFI(TM) units to
their patients by means of assurance and safety.

The BAFI(TM) technology was designed as a compliment to the current method of
monitoring the pressure within gas cylinders. The BAFI(TM) unit is adjustable
and calibrated at 500PSI (pounds per square inch) in order to warn the user of
pressure levels that fall below 500 PSI. Most pressurized oxygen cylinders can
hold 3000 PSI of gas. The BAFI(TM) will not be activated until the pressure
reaches 500 PSI. This calibrated setting is coherent with the existing gauges
that are red-lined at 500PSI and is the current method for reading pressure.
BAFI(TM) works simultaneously with the gauge and provides the additional warning
system that is now necessary in today's market. There are many instances when
the user is not attentive to the pressure reading. There are both cost factors
and safety issues that result from having an empty cylinder. When tanks are
returned empty there are additional costs for priming the tank and replacing
parts. The assurance BAFI(TM) provides for the user is greatly enhanced.

OxyAlert(TM) improves the BAFI(TM) gauge methodology by allowing a digital
read-out with remote data transmission to other caregivers, as well as a safety
gauge, with additional visual and audio aids, that warns the user of low oxygen
levels. GasAlert(TM) applies the OxyAlert(TM)/BAFI(TM) technology to other types
of pressurized gas containers.

PRICING

The company plans to price the medical devices so that a 45-50% gross margin is
generated. The distributor price may likely be discounted from time to time
depending upon high volume commitments. We anticipate the retail cost of
OxyAlert(TM) and OxyView will be in the $300-$400 range. GasAlert(TM)'s price
has yet to be determined, but will be considerably lower.

SALES AND MARKETING

We have chosen to provide an in-house direct marketing program to support
distribution. The Company management believes that the sales & marketing for
these systems could be achieved with a direct factory sales force. However, with
the implementation of our sales & marketing program, the increase of sales will
decrease production costs. The goal is to reduce the system manufacturing cost
and maintain margins. The Company has established relationships and contracts
with distribution and sales of its' products and services through various
experienced distribution and marketing channels, including primarily medical
device marketing, government marketing and supplier outlets. The Company has
recently introduced the BAFI(TM) product line through the medium of direct
Internet marketing and advertising, which is gaining wide recognition as an
effective method of introducing products and driving customers to retail
distribution channels.

An integral part of the Company's marketing strategy, and a common theme to the
marketing plan, is its complete proprietary product offering. By offering a
proprietary line of products and services, and promoting cost-effective and
leading-edge identity, the Company can establish permanent residency in major
national and international medical supply outlets. This will afford the Company
less resistance to new products, which it seeks to introduce on an ongoing basis
in the future.

                                       11


<PAGE>

BAFI(TM) PRODUCT LINE  MARKETING PROGRAM

The Company will have an initial national distribution plan. The plan will
entail the expansion of development and distribution of its products and
services, and the development of wholesale and retail distribution through an
experienced marketing network, medical supply outlets, government agencies and
managed care organizations. The plan will also seek to garner the support of the
medical community through the sponsorship of ongoing research of oxygen delivery
programs and devices. The Company continues to negotiate distribution programs
with large and experienced distributors.


         1.   Institutional Health Care Distribution


The Company's management has developed active relationships with physicians,
hospitals and various suppliers in the United States and has established a
direct sales channel designed to build a network of health care institutional
distribution to actively purchase the BAFI(TM) product line.

The Company is preparing to significantly expand its direct sales program to
government agencies, institutions, health care providers, hospitals, managed
care organizations, urgent care centers, skilled nursing facilities and private
industry. In doing so, management intends to appoint regional sales managers in
target regions throughout the United States. These regional sales managers will
be charged with executing the Company's direct sales efforts in their respective
territories, specifically establishing new, active accounts. The Company has
focused the early thrust of its expanded marketing program within the United
States. Management believes that this is the best current practical opportunity.

         2.   Retail Distribution

The Company has appointed independent representatives to represent its'
products on a regional basis throughout the United States. Management will
continue to appoint other firms that have extensive physician/medical
penetration and experience with medical products and continue to gain
distribution through the vast and growing network of independent medical device
chain outlets.

         3.   International Marketing Program

The Company intends to expand its product line in certain international
markets. Management believes that the product is expected to be issued various
Foreign Patents and the regulatory approval to market in other countries.
Currently the company has engaged Kimihira, Shimada & Taylor, located in
Torrance, California, to seek distribution rights within Asia and the Pacific
Rim.

         4.   Direct Response Marketing Program

An integral part of the Company's sales and marketing strategy is the use of
direct medical response advertising ("infomercial's") within physician waiting
rooms and internet web site exposure, to introduce our products to the
marketplace, achieve significant sales, and develop brand name recognition. An
infomercial can be described simply as a televised commercial or web site of up
to 6 minutes in length, which demonstrates a product or services and attempts to
motivate the viewer to call a toll free telephone number and order the product
or service. We are utilizing an infomercial for our Secure Balance(TM) products
and services and intend to produce infomercials for OxyAlert(TM) and
GasAlert(TM) as soon as we can.

The infomercial has proven itself to be capable of literally revitalizing
entire product categories. Because of its unique ability to provide for live
demonstration of a product to (up to) millions of people simultaneously; the
infomercial has transformed several previously small, sleepy product categories
into industry leading growth segments.

                                       12


<PAGE>

Unique to the infomercial marketing technique, products can generally be sold
at relatively high prices (compared to traditional retail) because the product's
usefulness and value can be established through demonstration. The higher price
of an infomercial product actually pays for the higher selling costs associated
with the purchase of media time.

Through our sales & marketing division, the Company has established a
relationship with several web site developers to establish a joint infomercial
marketing venture for the BAFI(TM) product line and services. The Company
intends to explore the advisability of establishing such an arrangement
regarding future products, as well as the prospects of developing our own
infomercial marketing program.

         5.   Independent Representative Network

A principal component of the BAFI(TM) marketing strategy involves distribution
of its product line through major national and regional medical marketing
networks. Company management, together with key senior consultants, has
extensive contacts and relationships with independent representative firms
throughout the United States. Ultimately, management intends to secure
distribution contracts with 400 or more brokers, marketing consultants, and
special instrument dealers (SID's) to spearhead the Company's sales campaign in
acceptable market areas in the United States. At such time as BAFI(TM) has
achieved adequate market penetration in the initial markets, and as production,
logistics, financing, and operational capabilities increase, the Company intends
to expand our market representation and continue to expand in new markets.

The Company has allocated a substantial portion of our distribution network,
advertising and promotion, including the production of 10 minute (and longer)
"infomercials", and web sites designed to promote viewer ship of the infomercial
and product lines.

The Company has approached major medical supplies direct mail catalog houses,
and other magazine supply catalog operators for representation and sales through
such publications. The Company may choose to market through catalogs under a
special brand name.

         6.   Advertising & Promotion

The primary objective of the Company's planned advertising and promotional
endeavors is to establish the BAFI(TM) product line name and image as the top
manufacturer of leading-edge & cost effective gas warning alert system products
and services within the industry.

The Company's initial architecture for our advertising campaign is being built
around the perceived cost advantages of the BAFI(TM) product lines' systems,
including its applications and importance. The message will also seek to project
the preparedness and peace of mind that comes from owning the product dedicated
to their clinical and corporate liabilities.

Concurrently, management is of the opinion that these same efforts will
reinforce the Company's wholesale program by increasing brand name awareness
among chain and independent buyers. To accomplish these objectives, the Company
will employ a variety of proven marketing communications techniques, to include
but not be limited to, on-site demonstrations of the product, national &
regional exhibits, regional and local institutional advertising, and co-op
advertising and promotions.

COMPETITION

The BAFI(TM) product line constitutes unique warning devices. The audio and
visual warning system enhances the safety and assurance of all portable
pressurized gas delivery systems and continues to be compatible with all
portable pressurized gas cylinders as a compliment to their existing paradigm.

Our competition, as outlined in our patent search, comprises basically two
United States companies. However, neither company currently has a product for
the pressurized gas tank market, nor have they been able to deliver the designed
product they have claimed in an expired patent. Therefore, management believes
there are currently no competitors and that the market is wide open.


                                       13


<PAGE>

BAFI(TM) PRODUCT LINE PATENTS AND TRADEMARKS

The Company was notified by the US Patents and Trademarks Office that the patent
was issued on 10/24/2000 (Patent Number 6,137,417) and that the examiner had
approved all 20 claims. A second patent has been filed and approved. The name
BAFI(TM) has been trademarked.

A patent search has revealed that there are no similar devices like BAFI(TM)
for portable oxygen gas cylinders.

PRODUCT LIABILITY

Beginning with the design phase of product development, the Company has
incorporated preventive measures aimed at reducing its potential exposure to
liability risk. The Company's product development and manufacturing program
includes high product reliability standards meant to result in high mean times
between failures (MTBF). The company plans to achieve a high MTBF factor by
pursuing strict quality control procedures and by holding its manufacturing
partners to such high standards by written contract. By designing and
manufacturing a reliable, high quality product, the Company will minimize, but
not eliminate, the possibility and occurrence of defective products.

The manufacturing and marketing of the Company's products, incorporating new
and unproved technology, has inherent risk. No one can be sure how each product
will operate over time and under various conditions of actual use. Even if the
products are successfully manufactured and marketed, the occurrence of warranty
or product liability, or retraction of market acceptance due to product failure
or failure of the product to meet expectations could prevent the Company from
ever becoming profitable. Development of new technologies for manufacture is
frequently subject to unforeseen expenses, difficulties and complications, and
in some cases such development cannot be accomplished. In the opinion of
management, the products, and services, as designed, has many positive
attributes, but such attributes must be balanced against limited field operating
experience and unknown technological changes.

GOVERNMENT REGULATION

MEDICAL DEVICE APPROVAL PROCESS. Medical devices are regulated by the Food and
Drug Administration ("FDA") according to their classification. The FDA
classifies a medical device into one of three categories based on the device's
risk and what is known about the device. The three categories are as follows:

         o    Class I devices are generally lower risk products for which
              sufficient information exists establishing that general regulatory
              controls provide reasonable assurance of safety and effectiveness.
              Most class I devices are exempt from the requirement for
              pre-market notification under section 510(k) of the Federal Food,
              Drug, and Cosmetic Act. FDA clearance of a pre-market notification
              is necessary prior to marketing a non-exempt class I device in the
              United States.

         o    Class II devices are devices for which general regulatory controls
              are insufficient to provide a reasonable assurance of safety and
              effectiveness and for which there is sufficient information to
              establish special controls, such as guidance documents or
              performance standards, to provide a reasonable assurance of safety
              and effectiveness. A 510(k) clearance is necessary prior to
              marketing a non-exempt class II device in the United States.

         o    Class III devices are devices for which there is insufficient
              information demonstrating that general and special controls will
              provide a reasonable assurance of safety and effectiveness and
              which are life-sustaining, life-supporting or implantable devices,
              or devices posing substantial risk. Unless a device is a
              preamendments device that is not subject to a regulation requiring
              a Premarket Approval ("PMA"), the FDA generally must approve a PMA
              prior to the marketing of a class III device in the United States.


The company's BAFI(TM) product line and Secure Balance(TM) are "Class-II"
devices.

LABELING AND ADVERTISING. The nature of marketing claims that the FDA will
permit us to make in the labeling and advertising of our medical devices will be
limited to those specified in our FDA 510(k)s. Should be make claims exceeding
those that are warranted, such claims will constitute a violation of the Federal
Food, Drug, and Cosmetics Act. Violations of the Federal Food, Drug, and


                                       14


<PAGE>

Cosmetics Act, Public Health Service Act, or regulatory requirements at any time
during the product development process, approval process, or after approval may
result in agency enforcement actions, including voluntary or mandatory recall,
license suspension or revocation, 510(k) withdrawal, seizure of products, fines,
injunctions and/or civil or criminal penalties. Any agency enforcement action
could have a material adverse effect on us. The advertising of our products will
also be subject to regulation by the Federal Trade Commission, under the FTC
Act. The FTC Act prohibits unfair methods of competition and unfair or deceptive
acts in or affecting commerce. Violations of the FTC Act, such as failure to
have substantiation for product claims, would subject us to a variety of
enforcement actions, including compulsory process, cease and desist orders, and
injunctions. FTC enforcement can result in orders requiring, among other things,
limits on advertising, corrective advertising, consumer redress, and
restitution. Violations of FTC enforcement orders can result in substantial
fines or other penalties.

FOREIGN REGULATION. Outside the United States, our ability to market our
products will also depend on receiving marketing authorizations from the
appropriate regulatory authorities. The foreign regulatory approval process
includes all of the risks associated with FDA procedures described above. The
requirements governing the conduct of clinical trials and marketing
authorization vary widely from country to country.

INTELLECTUAL PROPERTY

Patents, trademarks and trade secrets are essential to the profitability of our
products, and our company policy is to pursue intellectual property protection
aggressively for all our products. We have 2 patents for our BAFI(TM) product
line. We have a total of 4 trademarks for our products. A summary of the patents
and trademarks is provided in the following table:

TRADEMARKS

1. Mark      OXYALERT (Block letters)

Ser./App. No. 78-609846

Int'l Class 9 - Electrical and Scientific Apparatus Goods/Services

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing date:  April 15, 2005

2. Mark      GASALERT (Block letters)

Ser./App. No. 78-609809

Int'l Class 9 - Electrical and Scientific Apparatus Goods/Services

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing Date:  April 15, 2005

3. Mark      SECURE BALANCE (Block letters)

Ser./App. No. 78-570158

Int'l Class 10 - Medical Apparatus Goods/Services

MEDICAL DIAGNOSTIC EQUIPMENT FOR VESTIBULAR FUNCTION TESTING AND DYNAMIC
POSTUROGRAPHY AND RELATED SOFTWARE SOLD AS A UNIT, AND INSTALLATION AND TRAINING
IN THE USE THEREOF

Filing date:  February 17, 2005

4. Mark      BAFI

Ser./App. No. 75-873947

Registration No. 2406214

Int'l Class 9 - Electrical and Scientific Apparatus Goods/Services

                                       15


<PAGE>

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing date:  December 18, 1999

Registration date:  November 21, 2000

UNITED STATES PATENTS                 ABSTRACT

Patent No. 6,137,417                  A warning device configured for removable
                                      mounting in combination with a high
Date issued:  October 24, 2000        pressure gas cylinder and a regulator used
                                      to regulate the high pressure gas supplied
Date expires:  May 24, 2019           by the cylinder. The device compression
                                      mounts between the regulator and tank
                                      outlet on conventional portable oxygen and
                                      gas supply systems using a specially
                                      configured manifold.

                                      The device features one or a combination
                                      of alarms, from a group including audio,
                                      visual, electronic and remotely
                                      transmitted alarms.

                                      These alarms are activated by a pressure
                                      switch monitoring the remaining supply in
                                      the gas cylinder through a conduit in the
                                      manifold.

                                      The alarm signal from the device alerts
                                      the user, or a third party monitoring the
                                      user, of current tank pressure or will
                                      sound an alarm when remaining high
                                      pressure gas inside the gas cylinder drops
                                      below a predetermined level.


Patent No. 6,326,896 B1               A warning device configured for removable
                                      mounting in combination with a high
Date issued: December 4, 2001         pressure gas cylinder and a regulator used
                                      to regulate the high pressure gas supplied
Date expires:  October 24, 2020       by the cylinder.

                                      The device compression mounts between the
                                      regulator and tank outlet on conventional
                                      portable oxygen and gas supply systems
                                      using a specially configured manifold.

                                      The device features one or a combination
                                      of alarms, from a group including audio,
                                      visual, electronic and remotely
                                      transmitted alarms.

                                      These alarms are activated by a pressure
                                      switch monitoring the remaining supply in
                                      the gas cylinder through a conduit in the
                                      manifold.

                                      The alarm signal from the device alerts
                                      the user, or a third party monitoring the
                                      user, of current tank pressure or will
                                      sound an alarm when remaining high
                                      pressure gas inside the gas cylinder drops
                                      below a predetermined level.

MANUFACTURING

We do not manufacture our products in-house. We have or will have contracts for
the manufacture of our products (depending on the product).

EMPLOYEES

We have no employees. Our company is basically a holding company (formed in
Georgia) that owns or has rights to certain proprietary products and operates
our business through another company with our same name, Ingen Technologies,
Inc., a Nevada company. As of May 31, 2005, Ingen Technologies, Inc., the Nevada
company, has one full time employee, Mr. Scott R. Sand, our CEO, Founder and
Chairman. Mr. Sand is actually paid a monthly draw (see Item 10. - Executive


                                       16


<PAGE>

Compensation); the company does not withhold taxes from his draw. Our Secure
Balance(TM) systems (the equipment) are sold to us for re-sale on a "private
label" basis, we have no part in the design or manufacture of the systems. We
hire sales reps to sell Secure Balance(TM). These reps are paid on a contractual
basis and are not technically our employees. We will out-source the
manufacturing of our OxyAlert(TM), OxyView and GasAlert(TM) products and will
sell these products utilizing a distribution network that will not include the
use of company employees.

HISTORY

Our company was incorporated under the laws of the state of Georgia in 1995
under the name Classic Restaurants International, Inc. We changed our name in
1998 to Creative Recycling Technologies, Inc. Our business plan changed from the
restaurant business to recycling along with our name change. We had little
business activity and no sales. Our business was dormant from the late 1990's
into the first calendar quarter of 2004.

In March of 2004, we merged with (purchased all the stock of) a Nevada company,
Ingen Technologies, Inc. Ingen Technologies, Inc. survived as a Nevada company
for the sole purpose of operating our new business. However, we remained a
Georgia company, with completely new management and an active business plan in
the medical devices industry (operated by the Nevada company with the same
name). Shortly thereafter, we changed our name to Ingen Technologies, Inc.

Ingen Technologies, Inc., the Nevada company, was founded by Scott R. Sand in
1999. Upon the merger with our Georgia company, Mr. Sand came on board as Chief
Executive Officer and Chairman of the Board of Directors, positions he maintains
today. Mr. Sand owns a small portion of our outstanding common shares (13
million shares; 10.2% of the approximately 127 million common shares outstanding
as of May 31, 2005). However, he owns 100% of our issued Class A preferred
shares (3 million shares) and 64% of the remaining preferred shares (23,600,000
shares).

According to our Amended and Restated Articles of Incorporation, filed on March
15, 2005, there are 3 million authorized Class A Preferred Shares. These shares
have a liquation preference. However, most notably, the Class A Preferred Shares
are convertible to a our common shares at a rate of one preferred share into ten
common shares. The Class A Preferred Shares are also entitled to vote with one
preferred share equaling fifteen common share votes. Accordingly, Mr. Sand's
ownership of the Class A Preferred Shares entitles him to 45 million votes in
matters voted by our shareholders.

Prior to the merger in March of 2004, Mr. Sand financed the research and
development of our product lines and operation of the business within Ingen
Technologies, Inc, of Nevada. From its inception in 1999 up through and into our
fiscal year 2004, Mr. Sand supplied cash loans of $72,000 and deferred
management compensation of $306,000. Mr. Jeffrey Gleckman, our other preferred
shareholder, contributed approximately $300,000 to the company (in exchange for
his preferred shares).

In the last quarter of our fiscal year 2005, we entered into a private placement
agreement with one company to sell 30,200,000 of our common shares for a total
purchase price of $144,000.

ITEM 2. PROPERTIES

We do not own real property. We lease approximately 1000 square feet of office
space in Yucaipa, California at a current rental rate of approximately $775 per
month. This written lease expires on April 1, 2008. We also rent, on an oral
month-to-month basis, a portion of Scott R. Sand's personal residence as a
second office for Mr. Sand and for storage space. The rental on this facility is
$1400 per month for about 1200 square feet of office and storage space. These
facilities are adequate for our current requirements.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any material pending litigation or other
material legal proceeding. We may from time to time become a party to legal
proceedings arising in the ordinary course of our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 15, 2005, shareholders voted to change the date of the Annual
Shareholders' Meeting from May 15th to March 15th of each calendar year. On
February 18, 2005, shareholders approved the filing of our Amended and Restated
Articles of Incorporation with the State of Georgia.

                                       17


<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                               MARKET INFORMATION

Our common stock trades on the "Pink Sheets." The following table was supplied
to us by Pink Sheets management and sets forth the high and low prices for our
common stock as reported from June of 2003 to May 31 of 2005 (our last two
fiscal years). The quotations reflect inter-dealer prices and may not reflect
adjustments for retail markups, markdowns, or commissions and may not reflect
actual transactions.


TRADING INFORMATION AS REPORTED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS COMPOSITE FEED OR OTHER QUALIFIED INTER-DEALER QUOTATION MEDIUM. THE
PRIMARY STOCK MARKET LISTING IS NOTED.

ISSUE: INGEN TECHNOLOGIES, INC.             ( GA. )                       COMMON
( FORMERLY: CREATIVE RECYCLING TECHNOLOGIES, INC. )
--------------------------------------------------------------------------------

NON-NASDAQ OTC:

BID QUOTATIONS

                                                   CLOSING BID
2003                       HIGH                                           LOW
----                       --------------------------------------------------

JUNE   2
THRU                       .008                                          .002
AUG.  29

SEPT.  2
THRU                       .005                                          .005
NOV.  28

DEC.   1
THRU                       .285                                          .005
FEB.  27, 2004

2004
----

MAR.   1
THRU                       .27                                           .06
MAY   28

JUNE   1
THRU                       .125                                          .06
AUG.  31

SEPT.  1
THRU                       .0775                                         .037
NOV.  30

DEC.   1
THRU                       .046                                          .016
FEB.  28, 2005

2005
----

MAR.   1
THRU                       .021                                          .0051
MAY   31


                                       18
<PAGE>

On May 31, 2005, there were approximately 589 stockholders of record of our
common stock. This number does not include beneficial owners of the common stock
whose shares may be held in the names of various dealers, clearing agencies,
banks, brokers and other fiduciaries.

We did not pay dividends during our fiscal year 2005.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

THE DISCUSSION IN THIS SECTION CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING
NATURE RELATING TO FUTURE EVENTS OR OUR FUTURE PERFORMANCE. WORDS SUCH AS
"ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FUTURE," "MAY" AND SIMILAR
EXPRESSIONS OR VARIATIONS OF SUCH WORDS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS, BUT ARE NOT THE ONLY MEANS OF IDENTIFYING FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND THAT ACTUAL EVENTS OR
RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, YOU SHOULD
SPECIFICALLY CONSIDER VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE
MATTERS SET FORTH UNDER THE CAPTION "BUSINESS RISKS," WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS.

OVERVIEW

We are a medical device manufacturer and service provider for medical and
consumer markets both domestic and (planned for) abroad. We have four products,
one of which has had sales in at least the last two fiscal years (Secure
Balance(TM)). The others are oxygen and gas monitoring safety devices that we
have developed over the last few years and expect to begin selling in calendar
year 2006.

We have had sales revenues in each of our last two fiscal years of $794,314 in
2005 and $901,542 in 2004. We have reversed the slight downward trend in our
sales figures from 2004 to 2005 by garnering sales of $497,342 in the our first
fiscal quarter since the end of 2005 (June - August of 2005). We expect this
upswing in sales to continue for our current fiscal year and beyond as we build
our Secure Balance(TM) brand recognition in the market and intensify our efforts
for market penetration.

We have had significant losses since inception. Our net loss in fiscal year 2004
was $951,101 and in 2005 was $307,255. We anticipate that we will incur
substantial additional operating losses in our fiscal year 2006 as we wrap up
our research and development of our BAFI(TM) product line and continue to seek
an increase in Secure Balance(TM) sales. As of May 31, 2005, we had an
accumulated deficit of approximately $6,565,391 (up from $6,258,136 in 2004). We
expect to narrow the amount of increase in our accumulated deficit in 2006 or
perhaps even begin to see a slight reduction in our accumulated deficit.

Our reverse merger was completed in March of 2004. We issued new shares of
common stock to those incoming shareholders from Ingen Technologies, Inc. of
Nevada. Immediately after the merger, there were 87,332,593 common shares
outstanding. The Nevada company remains in existence as our wholly owned
subsidiary and as previously mentioned, we operate our businesses through the
Nevada "Ingen" (meaning our operations banking accounts and federal EIN numbers
are held by our Nevada subsidiary). For accounting purposes, our audited
financial statements are consolidated and represent the results of both our
Georgia and Nevada companies of the same name.

Our business plan for the next twelve months is to continue our efforts to
increase the market share Secure Balance(TM) and to begin world-wide sales of
our BAFI(TM) product line.

We sold 30,200,000 common shares late in fiscal year 2005, receiving $144,000 in
exchange for these shares.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our consolidated
financial statements. Certain of our policies require the application of
management judgment in making estimates and assumptions that affect the amounts
reported in the consolidated financial statements and disclosures made in the
accompanying notes. Those estimates and assumptions are based on historical


                                       19


<PAGE>

experience and various other factors deemed to be applicable and reasonable
under the circumstances. The use of judgment in determining such estimates and
assumptions is by nature, subject to a degree of uncertainty. Accordingly,
actual results could differ from the estimates made. Our significant accounting
policies include:

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes the use of
the fair value based method of accounting for stock-based compensation
arrangements under which compensation cost is determined using the fair value
stock-based compensation determined as of the date of grant and is recognized
over the periods in which the related services are rendered. The statement also
permits companies to elect to continue using the intrinsic value accounting
method specified in Accounting Principles Bulletin Opinion No. 25, "Accounting
for Stock Issued to Employees," to account for stock-based compensation issued
to employees. Through May 31, 2005, we have elected to use the intrinsic value
based method and have disclosed the pro forma effect of using the fair value
based method to account for our stock-based compensation. We plan to continue
using the intrinsic value based method and providing disclosure for the pro
forma effect of using the fair value based method to account for our stock-based
compensation through our fiscal quarter ending in November, 2005.

As a result of the recent adoption by the Financial Accounting Standards Board
of SFAS No. 123 (revised 2004) "Share-Based Payment," or SFAS No. 123(R), we
will be required, beginning in our fiscal quarter ending February of 2006, to
apply the fair value method as prescribed in SFAS No. 123(R). Although our
adoption of SFAS No. 123(R) could have a material impact on our financial
position and results of operations, we are still evaluating the potential impact
from adopting this statement.

ALLOCATION OF COSTS

We allocate certain indirect costs associated with support activities such as
the rent and utilities for facilities. These costs are allocated between
research and development expense and general and administrative expense based on
headcount and/or square footage.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known as
"special purpose entities" (SPEs).

RESULTS OF OPERATIONS

We had $794,314 in sales in fiscal year 2005. Our cost of sales was $296,565 in
2005, down from $491,033 when we had $901,542 in sales. As a result, our gross
profit increased from $410,509 in 2004 to $497,749 in 2005. Our selling, general
and administrative expenses decreased substantially in 2005 to $770,692 (down
from $1,338,488 in 2004). This can be attributed primarily to decreased research
and development costs for our BAFI(TM) product line.

Taking into account amortization of intangible assets ($36 in 2005 and $9964 in
2004) and impairment loss of $16,905 in 2005, our operating loss decreased from
$937,943 in 2004 to $289,884 in 2005. We expect our operating costs to remain
about the same in fiscal year 2006, but expect our operating loss to continue to
decrease, with a goal of turning a profit in the last half of 2006 or in 2007.

We have not generated profits to date and therefore have not paid any federal
income taxes since inception. We paid $800 minimum franchise tax in California
in years 2004 and 2005. As of May 31, 2005, our federal tax net operating loss
carryforward was $1,406,771 ($1,099,516 in 2004), which will begin to expire in
2019, if not utilized. Our ability to utilize our net operating loss and tax
credit carryforwards may become subject to limitation in the event of a change
in ownership.

LIQUIDITY AND CAPITAL RESOURCES

We financed our operations in fiscal year 2005 through $791,314 of sales of
Secure Balance and private placement common stock sales totaling $144,000. In
years past, prior to the commencement of Secure Balance(TM) sales, we relied on
loans and deferments from our CEO and Chairman Scott R. Sand and the
aforementioned approximate $300,000 investment of Mr. Gleckman. From June 10,
1999 to March 31, 2004, Mr. Sand provided "Ingen Nevada," and then "Ingen
Georgia" (after our reverse merger; for a short period of time) with a total of
$72,000 in cash loans and $360,000 in deferred executive compensation. Mr. Sand
drew $54,000 in compensation over this time period. We repaid Mr. Sand $173,379
in fiscal year 2005 and $33,649 in 2004

                                       20


<PAGE>

Our future cash requirements will depend on many factors, including finishing
our research and development programs for our BAFI(TM) product line (largely
completed), the costs involved in filing, prosecuting and enforcing patents,
competing technological and market developments and the cost of product
commercialization, as well as our ongoing Secure Balance(TM) sales effort. We do
not expect to generate a positive cash flow from operations at least until the
commercial launch of our BAFI(TM) product line (planned for calendar year 2006)
and possibly later given the expected cost of commercializing our products. We
intend to seek additional funding through public or private financing
transactions. Successful future operations are subject to a number of technical
and business risks, including our continued ability to obtain future funding,
satisfactory product development and market acceptance for our products. See
"Business Risks" below.

HOPE CAPITAL, INC.

From January of 2005 to the end of fiscal year 2005, we entered into agreements
with Hope Capital, Inc. to purchase common shares of our stock in a series of
private transactions. Hope Capital, Inc. ultimately purchased 30,200,000 of our
common shares in fiscal year 2005 at a total price of $144,000. Hope Capital,
Inc. committed to purchase an additional (approximate) 230 million common shares
in the first quarter of fiscal year 2006 (at $0.002 per share).

OTHER FINANCINGS

We have agreements in place to sell approximately 100,000,000 shares of our
common stock in private transactions in the first quarter of 2005 (to investors
other than Hope Capital, Inc.). These sales will be at $0.002 per share. We
anticipate filing a registration statement with the Securities and Exchange
Commission during our fiscal year 2006. We currently are planning to offer
$4,000,000 of our securities.

PLAN OF OPERATION (FOR BAFI(TM) PRODUCT LINE)

We have reserved $500,000 in private placement common stock sales proceeds from
fiscal year 2005 and the first quarter of fiscal year 2006 as a starting point
for the funding for our operations in fiscal year 2006 (budgeted at $4 million).
If we are successful in filing and selling our planned $4,000,000 public
registration in fiscal year 2006, we plan to use these proceeds as follows:

The $4 million is budgeted for the next twelve months and is divided into the
following categories:

CATEGORY                            ESTIMATED COST

General and Administrative          $600,000 (another $500,000 paid through
                                    Secure Balance(TM) sales)
Advertising                         $400,000 for BAFI(TM) product line ($150,000
                                    for Secure Balance(TM) paid with Secure
                                    Balance(TM) sales)
Manufacturing Costs                 $2,000,000 for BAFI(TM) product line
                                    ($1,000,000 for Secure Balance(TM) paid with
                                    Secure Balance(TM) sales)
Research and Development            $400,000 (to create production models for
                                    BAFI(TM) product line)
Consultants, Professionals          $300,000
Debt repayment                      will be paid out of product sales
Contingency                         $300,000

The actual costs within each category and our total costs of operation for
fiscal year 2006 may vary significantly from the estimates set forth above based
on the factors discussed herein.

                                       21


<PAGE>

We have not included our projected sales revenues in our budget for fiscal year
2006. Since we do not know if we will be able to sell our securities in a public
registration, revenues earned will be utilized in the same categories as
presented above. We have projected Secure Balance(TM) sales of $500,000 in each
of our first and second fiscal quarters of 2006 and $700,000 in each of our last
fiscal quarters of 2006. We have projected OxyView sales of $200,000 in our
third fiscal quarter of 2006 (December-February) and $400,000 in our fourth
fiscal quarter. Our OxyAlert(TM) fourth quarter sales projection is $200,000.
Management believes these are conservative, achievable sales projections. We
expect to engage in at least 6 months of intensive marketing of our BAFI(TM)
product line before sales pick up. Our market for GasAlert(TM) is a much
broader, larger market and we have declined to project sales totals presently.

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

The United States has an increasingly elderly population. Our Secure Balance(TM)
and BAFI(TM) product line (except GasAlert(TM) which targets the entire adult
population) are made to meet some of the challenges and circumstances
experienced by our senior citizens. As a result, we expect our sales to increase
in time in reflection of this positive trend.

Management also believes that our products provide increasing protection in
relation to medical malpractice issues. Use of our Secure Balance(TM) system and
OxyAlert(TM) and OxyView products enhance the safety of patients, and therefore,
we believe, lessen the chances of medical malpractice exposure to our physician
clients.

We have been developing our BAFI(TM) product line since 1999. Now, some 6 years
later, we still have not identified competition in the marketplace for our
BAFI(TM) product line. The lack of competition is expected to enhance our
planned marketing campaign.

We believe that Secure Balance(TM) is now among the leaders in the balance and
fall prevention industry. We expect to be able to capitalize on this notoriety
and increase our Secure Balance(TM) sales in fiscal year 2006 and beyond.

Negative Trends:

Our product sales are impacted by Medicare, and are Medicare dependent. Adverse
economic conditions, federal budgetary concerns and politics can affect Medicare
regulations and could negatively impact our product sales.

SEASONAL ASPECTS THAT EFFECT MAY IMPACT OUR MEDICAL MARKET

Traditionally, the medical market experiences an economic decrease in purchasing
during the summer months. Peak months are usually October through February,
followed by a decrease from March to May. This is the common "bell curve" that
has been consistent for several decades and will affect our sales during the
course of a year.

OUR SECURE BALANCE(TM) LEASING AND FINANCING PROGRAMS

Our Secure Balance(TM) Leasing and Financing Programs are offered to allow our
physician and medical facility clients a variety of affordable leasing and
financing options. Our financing option includes a 90 deferral program, giving
clients a chance to earn revenues from Secure Balance(TM) before payments are
due. Please see our website to see the particulars of these financing options.

PURE PRODUCE - A DEVELOPING PRODUCT

We have an agreement in place with AgroWorx, Inc., a company affiliated with one
our directors, Christopher A. Worth. This agreement relates to Pure Produce, an
AgroWorx line of plant products. We will work in concert with AgroWorx to
develop production facilities and market the products grown therein.

The Pure Produce(TM) product is a continuing research & development program
currently under design. This program uses hydroponics technology to grow various
plants without the use of soil, fertilizer and water consumption. The Company
anticipates entering the nutriceutical and pharmaceutical markets over the next
two years. If we accelerate the development of this product during our fiscal
year 2006, we may use a portion of our planned registration statement securities
sales proceeds to move this project (and adjust our currently planned uses
accordingly). The portion that may be used will depend on the amount of Secure
Balance(TM) and BAFI(TM) product line sales during fiscal year 2006. The amount
of funding anticipated for the project is as much as $2 million to construct and
operate as many as 10 production facilities.

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<PAGE>

The Ingen Technologies, Inc. Pure Produce(TM) facilities will be designed to
offer vegetable growth efficiency, without pesticides. The Agro-facility will
offer the most efficient use of water and energy conservation technologically
available, while offering the best method for insulator towards food security
available to us.

The main competitive advantage of the facility, if operational, will be to
deliver off-season, high profit margin gourmet vegetables, herbs and edible
flowers. The produce grown can be customized for local consumption or be grown
for specific export markets.

More information regarding Pure Produce(TM) will be forthcoming in our
subsequent period reporting filings with the SEC as we continue to refine and
develop our plans for Pure Produce(TM).

NEW EMPLOYEES

We do note anticipate hiring employees over the next twelve months.

NEW ACCOUNTING PRONOUNCEMENTS

The possible effect on our financial statements of new accounting pronouncements
that have been issued for future implementation is discussed in the footnotes to
our audited financial statements (see Note 2).

                                 BUSINESS RISKS

The following is a summary of the many risks and uncertainties we face in our
business. You should carefully read these risks and uncertainties as well as the
other information in this report in evaluating our business and its prospects.

WE HAVE A HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT, AND WE MAY NOT
ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.

We have experienced significant operating losses in each period since our
inception. As of May 31, 2005, we have incurred total accumulated losses of
$6,565,391. We expect these losses to continue and it is uncertain when, if
ever, we will become profitable. These losses have resulted principally from
costs incurred in research and development and from general and administrative
costs associated with operations. We expect to incur increasing operating losses
in the future as a result of expenses associated with research and product
development as well as general and administrative costs. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis.

WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR GROWTH, AND RAISING
SUCH CAPITAL WILL LIKELY CAUSE SUBSTANTIAL DILUTION TO EXISTING STOCKHOLDERS. IF
ADDITIONAL CAPITAL IS NOT AVAILABLE, WE MAY HAVE TO CURTAIL OR CEASE OPERATIONS.

Our current plans indicate we will need significant additional capital for
research and development and market penetration before we have any anticipated
revenue generated from our BAFI(TM) product line. The actual amount of funds
that we will need will be determined by many factors, some of which are beyond
our control, and we may need funds sooner than currently anticipated. These
factors include:

         o    the extent to which we enter into licensing arrangements,
              collaborations or joint ventures;

         o    our progress with research and development;

         o    the costs and timing of obtaining new patent rights (if any);

         o    cost of continuing operations and sales;

         o    the extent to which we acquire or license other technologies; and

         o    regulatory changes and competition and technological developments
              in the market.

We will be relying on future securities sales to enable us to grow and reach
profitability. There is no guarantee we will be able to sell our securities.

WE HAVE RELIED ON CAPITAL CONTRIBUTED BY RELATED PARTIES, AND SUCH CAPITAL MAY
NOT BE AVAILABLE IN THE FUTURE.

                                       23


<PAGE>

We have relied on loans and compensation deferrals from our CEO and Chairman,
Scott R. Sand, and investment from Jeffrey Gleckman, to sustain us from 1999
into fiscal year 2004. Although we have paid much of these loans from Mr. Sand
back, we may be unable to repay the remainder as planned and may have to look
again to Mr. Sand for assistance in financing if our securities sales don't go
as planned. There is no guarantee that Mr. Sand will have financial resources
available to assist in our funding.

WE ARE SUBJECT TO NEW CORPORATE GOVERNANCE AND INTERNAL CONTROLS REPORTING
REQUIREMENTS, AND OUR COSTS RELATED TO COMPLIANCE WITH, OR OUR FAILURE TO COMPLY
WITH EXISTING AND FUTURE REQUIREMENTS COULD ADVERSELY AFFECT OUR BUSINESS.

We face new corporate governance requirements under the Sarbanes-Oxley Act of
2002, as well as new rules and regulations subsequently adopted by the SEC.
These laws, rules and regulations continue to evolve and may become increasingly
stringent in the future. In particular, we will be required to include
management and auditor reports on internal controls as part of our annual report
for the year ended December 31, 2006 pursuant to Section 404 of the
Sarbanes-Oxley Act. We cannot assure you that we will be able to fully comply
with these laws, rules and regulations that address corporate governance,
internal control reporting and similar matters. Failure to comply with these
laws, rules and regulations could materially adversely affect our reputation,
financial condition and the value of our securities.

OUR PRODUCTS MAY NOT BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED, WHICH WOULD
HARM US AND FORCE US TO CURTAIL OR CEASE OPERATIONS.

We are a relatively new company and our BAFI(TM) product line in particular is
still in the late stages of development (we still need manufacturing
prototypes). These products, once marketing commences, may not be successfully
developed or commercialized on a timely basis, or at all. If we are unable, for
technological or other reasons, to complete the development, introduction or
scale-up of manufacturing of these products or other potential products, or if
our products do not achieve a significant level of market acceptance, we would
be forced to curtail or cease operations. Even if we develop our products for
commercial use, we may not be able to develop products that:

         o    are accepted by, and marketed successfully to, the medical
              marketplace;

         o    are safe and effective;

         o    are protected from competition by others;

         o    do not infringe the intellectual property rights of others;

         o    are developed prior to the successful marketing of similar
              products by competitors; or

         o    can be manufactured in sufficient quantities or at a reasonable
              cost.


WE MAY NOT BE ABLE TO FORM AND MAINTAIN THE COLLABORATIVE RELATIONSHIPS THAT OUR
BUSINESS STRATEGY REQUIRES, AND IF WE CANNOT DO SO, OUR ABILITY TO DEVELOP
PRODUCTS AND REVENUE WILL SUFFER.

We must form research collaborations and licensing arrangements with several
partners at the same time to operate our business successfully. To succeed, we
will have to maintain our existing relationships and establish additional
collaborations. We cannot be sure that we will be able to establish any
additional research collaborations or licensing arrangements necessary to
develop and commercialize products using our technology or that we can do so on
terms favorable to us. If our collaborations are not successful or we are not
able to manage multiple collaborations successfully, our programs may suffer.

Collaborative agreements generally pose the following risks:

         o    collaborators may not pursue further development and
              commercialization of products resulting from collaborations or may
              elect not to continue or renew research and development programs;

         o    collaborators may delay clinical trials, under-fund a clinical
              trial program, stop a clinical trial or abandon a product, repeat
              or conduct new clinical trials or require a new formulation of a
              product for clinical testing;

                                       24


<PAGE>

         o    collaborators could independently develop, or develop with third
              parties, products that could compete with our future products;

         o    the terms of our agreements with our current or future
              collaborators may not be favorable to us;

         o    a collaborator with marketing and distribution rights to one or
              more products may not commit enough resources to the marketing and
              distribution of our products, limiting our potential revenues from
              the commercialization of a product;

         o    disputes may arise delaying or terminating the research,
              development or commercialization of our products, or result in
              significant litigation or arbitration; and

         o    collaborations may be terminated and, if terminated, we would
              experience increased capital requirements if we elected to pursue
              further development of the product.

SECURE BALANCE(TM) IS A PRIVATE LABEL PRODUCT THAT IS NOT EXCLUSIVE TO US.

We provide education, training and services related to the SportKat product
lines that all constitute what we call "Secure Balance(TM)." However, the
devices themselves are provided to us on a non-exclusive basis, meaning that
other companies are marketing the same devices under other names (or using the
SportKat name). Only time will tell if the non-exclusive nature of the provision
of the devices themselves to us negatively impacts our ability to capture a
meaningful market share. If our sales of Secure Balance(TM) suffer because of
this non-exclusive relationship, our financial prospects and operational results
will be negatively impacted.

ALTHOUGH WE DO NOT HAVE DIRECT COMPETITION IN RELATION TO OUR BAFI(TM) PRODUCT
LINE, WE EXPECT IT IN THE FUTURE.

Although we are unaware of any current competition for our BAFI(TM) product
line, we expect competition to develop after we begin marketing our products. It
is unknown at this time what impact any such competition could have on us.
However, we are a "going concern" enterprise and it is certainly foreseeable
that more than one competitor could emerge that is much stronger financially
than we are and/or could already have significant marketing relationships for
other medical devices.

WE DO NOT HAVE INTERNATIONAL PATENTS.

Although we have stated that we intend to apply for international patents for
our BAFI(TM) product line, we have not as yet done so. We do not know when, and
if, we will apply for such patents. If we do not apply for these patents, or if
there are delays in obtaining the patents, or if we are unable to obtain the
patents, we may not be able to adequately protect our technologies in foreign
markets.

IF WE ARE UNABLE TO PROTECT EFFECTIVELY OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY USE OUR TECHNOLOGY, WHICH COULD IMPAIR OUR ABILITY TO COMPETE IN OUR
MARKETS.

Our success will depend on our ability to obtain and protect patents on our
technology and to protect our trade secrets. The patents we currently own, may
not afford meaningful protection for our technology and products. Others may
challenge our patents and, as a result, our patents could be narrowed,
invalidated or unenforceable. In addition, our current and future patent
applications may not result in the issuance of patents in the United States or
foreign countries. Competitors might develop products similar to ours that do
not infringe on our patents. In order to protect or enforce our patent rights,
we may initiate interference proceedings, oppositions, or patent litigation
against third parties, such as infringement suits. These lawsuits could be
expensive, take significant time and divert management's attention from other
business concerns. The patent position of medical firms generally is highly
uncertain, involves complex legal and factual questions, and has recently been
the subject of much litigation. No consistent policy has emerged from the U.S.
Patent and Trademark Office or the courts regarding the breadth of claims
allowed or the degree of protection afforded under biotechnology patents. In
addition, there is a substantial backlog of applications at the U.S. Patent and
Trademark Office, and the approval or rejection of patent applications may take
several years.

We cannot guarantee that our management and others associated with us will not
improperly use our patents, trademarks and trade secrets. Further, others may
gain access to our trade secrets or independently develop substantially
equivalent proprietary information and techniques.

OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON
OR MISAPPROPRIATING THE PROPRIETARY RIGHTS OF OTHERS.

                                       25


<PAGE>

We may be sued for infringing on the patent rights or misappropriating the
proprietary rights of others. Intellectual property litigation is costly, and,
even if we prevail, the cost of such litigation could adversely affect our
business, financial condition and results of operations. In addition, litigation
is time consuming and could divert management attention and resources away from
our business. If we do not prevail in any litigation, we could be required to
stop the infringing activity and/or pay substantial damages. Under some
circumstances in the United States, these damages could be triple the actual
damages the patent holder incurs. If we have supplied infringing products to
third parties for marketing or licensed third parties to manufacture, use or
market infringing products, we may be obligated to indemnify these third parties
for any damages they may be required to pay to the patent holder and for any
losses the third parties may sustain themselves as the result of lost sales or
damages paid to the patent holder.

If a third party holding rights under a patent successfully asserts an
infringement claim with respect to any of our products, we may be prevented from
manufacturing or marketing our infringing product in the country or countries
covered by the patent we infringe, unless we can obtain a license from the
patent holder. Any required license may not be available to us on acceptable
terms, or at all. Some licenses may be non-exclusive, and therefore, our
competitors may have access to the same technology licensed to us. If we fail to
obtain a required license or are unable to design around a patent, we may be
unable to market some of our anticipated products, which could have a material
adverse effect on our business, financial condition and results of operations.

IF WE LOSE OUR KEY MANAGEMENT PERSONNEL, OUR PRODUCT DEVELOPMENT AND
COMMERCIALIZATION EFFORTS WOULD SUFFER.

Our performance is substantially dependent on the performance of our current
senior management, Board of Directors and key scientific and technical personnel
and advisers. The loss of the services of any member of our senior management,
in particular Mr. Sand, our CEO and Chairman, Board of Directors, scientific or
technical staff or advisory board may significantly delay or prevent the
achievement of product development and other business objectives and could have
a material adverse effect on our business, operating results and financial
condition.

WE HAVE NO COMMERCIAL PRODUCTION CAPABILITY YET FOR OUR BAFI(TM) PRODUCT LINE
AND WE MAY ENCOUNTER PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER
REVENUE.

To date, we have not produced a BAFI(TM) product line product for sale.
Customers for any potential products and regulatory agencies will require that
we comply with current good manufacturing practices that we may not be able to
meet. We may not be able to maintain acceptable quality standards if we ramp up
production. To achieve anticipated customer demand levels, we will need to
scale-up our production capability and maintain adequate levels of inventory. We
may not be able to produce sufficient quantities to meet market demand. If we
cannot achieve the required level and quality of production, we may need to
outsource production or rely on licensing and other arrangements with third
parties. This reliance could reduce our gross margins and expose us to the risks
inherent in relying on others. We may not be able to successfully outsource our
production or enter into licensing or other arrangements under acceptable terms
with these third parties, which could adversely affect our business.

WE HAVE NO MARKETING OR SALES STAFF, AND IF WE ARE UNABLE TO ENTER INTO
COLLABORATIONS WITH MARKETING PARTNERS OR IF WE ARE UNABLE TO DEVELOP OUR OWN
SALES AND MARKETING CAPABILITY, WE MAY NOT BE SUCCESSFUL IN COMMERCIALIZING OUR
PRODUCTS.

We currently have no sales, marketing or distribution capability. As a result,
we will depend on collaborations with third parties that have established
distribution systems and direct sales forces. To the extent that we enter into
co-promotion or other licensing arrangements, our revenues will depend upon the
efforts of third parties, over which we may have little or no control.

If we are unable to reach and maintain agreement with one or more distribution
entities or collaborators under acceptable terms, we may be required to market
our products directly (direct marketing is one component of our marketing
strategy). We may elect to establish our own specialized sales force and
marketing organization to market our products. In order to do this, we would
have to develop a marketing and sales force with technical expertise and with
supporting distribution capability. Developing a marketing and sales force is
expensive and time consuming and could delay a product launch. We may not be
able to develop this capacity, which would make us unable to commercialize our
products.

IF WE ARE SUBJECT TO PRODUCT LIABILITY CLAIMS AND HAVE NOT OBTAINED ADEQUATE
INSURANCE TO PROTECT AGAINST THESE CLAIMS, OUR FINANCIAL CONDITION WOULD SUFFER.

If we are able to launch commercially our BAFI(TM) product line, we will face
exposure to product liability claims. We have exposure selling Secure
Balance(TM). We have limited product liability insurance coverage, but there is
no guarantee that it is adequate coverage. There is also a risk that third
parties for which we have agreed to indemnify could incur liability.

                                       26


<PAGE>

We cannot predict all of the possible harms or side effects that may result and,
therefore, the amount of insurance coverage we obtain may not be adequate to
protect us from all liabilities. We may not have sufficient resources to pay for
any liabilities resulting from a claim beyond the limit of, or excluded from,
our insurance coverage.

A SUBSTANTIAL NUMBER OF SHARES WE HAVE ISSUED IN EXEMPT TRANSACTIONS ARE, OR ARE
BEING MADE, AVAILABLE FOR SALE ON THE OPEN MARKET. THE RESALE OF THESE
SECURITIES MIGHT ADVERSELY AFFECT OUR STOCK PRICE.

Most of our common shares have been held by our shareholders for periods of one
or two years or longer. Some of these shares have had restrictions lifted. We
will undoubtedly have unrestricted shares issued in the future. There is no way
to control the sale of these shares on the secondary market (we trade on the
Pink Sheets and plan to go to the OTC BB in the near future). The resale of
these unrestricted shares might adversely affect our stock price.

OUR STOCK IS THINLY TRADED, WHICH CAN LEAD TO PRICE VOLATILITY AND DIFFICULTY
LIQUIDATING YOUR INVESTMENT.

The trading volume of our stock has been low, which can cause the trading price
of our stock to change substantially in response to relatively small orders. In
addition, during the last two fiscal years, our common stock has traded as low
as .002 and as high as .285. Both volume and price could also be subject to wide
fluctuations in response to various factors, many of which are beyond our
control, including:

         o    actual or anticipated variations in quarterly and annual operating
              results;

         o    announcements of technological innovations by us or our
              competitors;

         o    developments or disputes concerning patent or proprietary rights;
              and

         o    general market perception of medical device and provider
              companies.

IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE SOMEWHAT CONCENTRATED, IT
MAY PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE OUR STOCK
PRICE TO DECLINE.

As of May 31, 2005, our executive officers, directors and their affiliates
beneficially own or control approximately 13.75% of the outstanding shares of
our common stock. Accordingly, our current executive officers, directors and
their affiliates will have some control over the outcome of corporate actions
requiring stockholder approval, including the election of directors, any merger,
consolidation or sale of all or substantially all of our assets or any other
significant corporate transactions. These stockholders may also delay or prevent
a change of control of us, even if such a change of control would benefit our
other stockholders. The concentration of stock ownership may adversely affect
the trading price of our common stock due to investors' perception that
conflicts of interest may exist or arise.

WE MAY ISSUE PREFERRED STOCK IN THE FUTURE, AND THE TERMS OF THE PREFERRED STOCK
MAY REDUCE THE VALUE OF YOUR COMMON STOCK.

We are authorized to issue up to 40,000,000 shares of preferred stock in one or
more series. Our Board of Directors will be able to determine the terms of
preferred stock without further action by our stockholders. If we issue
preferred stock, it could affect your rights or reduce the value of your common
stock. In particular, specific rights granted to future holders of preferred
stock could be used to restrict our ability to merge with or sell our assets to
a third party. These terms may include voting rights, preferences as to
dividends and liquidation, conversion and redemption rights, and sinking fund
provisions.

WE HAVE NOT, AND CURRENTLY DO NOT ANTICIPATE, PAYING DIVIDENDS ON OUR COMMON
STOCK.

We have never paid any dividends on our common stock and do not plan to pay
dividends on our common stock for the foreseeable future. We currently intend to
retain future earnings, if any, to finance operations, capital expenditures and
the expansion of our business.

ITEM 7. FINANCIAL STATEMENTS

The financial statements required by this Item 7 begin on page F-1 and are
located following the signature page and officer certifications.

                                       27


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8a. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that material
information related to our company is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

(a) As of the end of the period covered by this report, we carried out an
evaluation under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934). Based upon that evaluation, our CEO and CFO concluded, as
of the date of such evaluation, that the design and operation of such disclosure
controls and procedures were effective.

(b) No significant changes were made in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during our most recent fiscal quarter.

(c) Limitations. Our management, including our CEO and CFO, does not expect that
our disclosure controls or internal controls over financial reporting will
prevent all errors or all instances of fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitation of a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

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<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages as of management, and business
experience of the directors, executive officers and certain other significant
employees of our company. Our directors hold their offices for a term of one
year or until their successors are elected and qualified. Our officers serve at
the discretion of the Board of Directors. Each officer devotes as much of his
working time to our business as is required.

NAME                    AGE       POSITION HELD AND TENURE
----                    ---       ------------------------

Scott R. Sand           46        Chairman, Chief Executive Officer and Director

Thomas J. Neavitt       74        Secretary and Chief Financial Officer

KHOO Yong Sin           41        Director

Christopher A. Wirth    50        Director

Curt A. Miedema         47        Director

Christopher Evans       unknown*  Director

* Mr. Evans was a Director of the company during fiscal year 2005. He was
removed as a Director by resolution of the Board of Directors on September 13,
2005 after it was discovered that Mr. Evans, an attorney, was disbarred by the
State of Virginia in 2002. The company has had no contact with Mr. Evans since
his removal as a Director and does not know his age. Mr. Evans will not be
signing this Form 10-KSB.

SIGNIFICANT EMPLOYEES

None.

OUR OFFICERS AND DIRECTORS:

SCOTT SAND, CEO & CHAIRMAN: Scott Sand has a diversity of experience in the
health care industry both domestic and abroad which spans more than 25 years.
His contributions and accomplishments have been published in the Los Angeles
Times and the Sacramento Tribune. He has been the recipient of recognition
awards by high honored factions such as the United States Congress and the State
Assembly, receiving the highest Commendation in the County of Los Angeles for
his contributions to health care. Mr. Sand served as the CEO of Medcentrex, Inc.
for 10 years in the 1990's, a medical service provider to more than 600
physicians nationwide. He served as the Director of Sales & Marketing for Eye
Dynamics, Inc. for 7 years, a public company and manufacture of Video ENG
systems; assisting in their technology upgrades and design for VNG and
increasing their sales each quarter during that time. He resigned from Eye
Dynamics, Inc. to accept the full-time position as CEO & Chairman of Ingen
Technologies, Inc. in 2004. Mr. Sand attended California State University
majoring in BioMedical Engineering, Business and Computer Science. He does not
have a college degree.


THOMAS J. NEAVITT, SECRETARY AND CHAIRMAN: Thomas J. Neavitt has held a variety
of executive level positions for product and service based corporations over the
last 40 years. Mr. Neavitt's experience includes finance, marketing, business
development, sales, and collections. Additionally, Mr. Neavitt has experience in
real estate as both a broker and developer. Mr. Neavitt served in the U.S. Navy.
Mr. Neavitt left the Navy and became President and CEO of Penn-Akron Corporation
and its wholly owned subsidiary Eagle Lock Corporation. He was instrumental in
the successful acquisition of this company. Mr. Neavitt also served as President
of TR-3 Chemical Corporation for nearly 20 years who sold products throughout
the U.S. and some foreign countries. Tom now serves as a consultant to various
corporations throughout the country. Mr. Neavitt has been President of AmTech
Corporation, which manufactures stabilizing systems, for the past 5 years. Mr.
Neavitt does not have a college degree.

                                       29


<PAGE>

KHOO YONG SIN, DIRECTOR: KHOO Yong Sin lives in Singapore. He worked as an
engineer for 12 years and a further 5 years in managing a portfolio of business
assets. He has extensive experience as a logistics systems engineer in the
military and retail engineering with the oil major, Shell. In addition, he has
significant experience in the area of mergers & acquisitions. In 1984, he was
awarded a scholarship by the Singapore government to pursue electrical
engineering at the University of Queensland, Australia. In the area of
information technology, he was responsible for managing Shell Singapore's y2k
project for the marketing function. Another IT pioneering effort was the use of
artificial intelligence to develop diagnostic tools for maintenance support for
the Army's radar systems. His current business interests are focused in the
areas of biomedical and environmental technologies. He has a Bachelor's Degree
in Electrical Engineering from the University of Queensland.

CHRISTOPHER A. WIRTH, DIRECTOR: Christopher A. Wirth has over 20 years of
business consulting, finance, construction and real estate development
experience. He brings a working knowledge of finance and the mechanics of
syndication's, construction planning and startup business expansion skills. Mr.
Wirth has knowledge and experience in SEC, HUD, SBA, USDA, banking and
businesses. He attended San Bernardino Valley College and takes continuing
education courses. He continues to consult to environmental and renewable energy
firms, and has worked as a HUD YouthBuild construction instructor. Mr. Wirth has
previous medical background training through his service in the U.S. Navy, from
1973 to 1977, as a Hospital Corpsman. Mr. Wirth has been a director and spokes
person for AgriHouse an urban agricultural technology company, since 2000. Mr.
Wirth does not have a college degree.

CURT A. MIEDEMA, DIRECTOR. For the last 5 years, Mr. Miedema has been
self-employed with his own investment company called Miedema Investments. Mr.
Miedema graduated from Unity Christian High School in 1975 and attended
Davenport College for 1 year thereafter. He does not have a college degree.

CHRISTOPHER EVANS, DIRECTOR: Has 30 years experience as a licensed attorney
specializing in corporate and SEC law. Previously, he was the Program Director
for the Office of the Governor, Dept. Of Community Affairs in Texas, and has
served as general counsel to a publicly traded electronics and aerospace
contractor. During his position as Associate Attorney his focus was on corporate
clients until he co-founded and managed a full service real estate development
company. Mr. Evans earned his Juris Doctor Degree at the Tulane University
School of Law in 1981, received his M.A. at the University of Texas at Austin
Texas (Public Affairs, 1975), and his B.A.(Political Science) at Tulane
University, New Orleans, Louisiana in 1971. Mr. Evans was partners in a law firm
for three years in Washington, D.C. His focus was litigations and claims before
the federal courts and agency boards of contract appeals. Since 1993, Mr. Evans
has had his law firm in Annandale, Virginia. His practice focuses upon corporate
finance, compliance with securities regulations, business acquisitions, and
federal tax matters.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our officers, directors
and persons who own more than 10% of a class of the our securities registered
under Section 12(g) of the Exchange Act to file reports of ownership and changes
in ownership with the SEC. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file. We have not filed periodic reporting with the SEC since 1998.
We have not received such forms from any such person, however, we expect to
receive them within a short period of time after the filing of this Form 10-KSB
on EDGAR and intend to file a Form 8-K to notify the public as to when such
forms were received.

MANAGEMENT CODE OF ETHICS AND BUSINESS CONDUCT

We have adopted a "Management Code of Ethics and Business Conduct" (`Code"), a
code of ethics that will apply to our employees (once hired), and applies to our
officers and directors. A copy of the Code is posted on our Internet site at
www.ingentechnologies.com. In the event we make any amendments to, or grant any
waiver of, a provision of the Code that applies to the principal executive
officer, principal financial officer, or principal accounting officer that
requires disclosure under applicable SEC rules, we intend to disclose such
amendment or waiver and the reasons therefore on a Form 8-K or on our next
periodic report.

                                       30


<PAGE>

AUDIT COMMITTEE

We do not have an Audit Committee and are not required to have one under Section
302 of Sarbanes-Oxley. Our financial matters and relationship with our
independent auditors is over-seen by our two officers, the CEO and
Secretary-CFO.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee and therefor do not have an audit committee
financial expert.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Our Directors are paid $500 for each Directors meeting that is actually held (as
opposed to actions taken by our Board of Directors by Resolution and Waiver of
Notice and Consent to Action Taken at a special Board of Directors' meeting).
Our Directors were each paid $500 in fiscal year 2005.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the annual and other compensation paid by our
company to Scott R. Sand, the only member of our management paid monthly
compensation since our merger in March of 2004.

<TABLE>
                         Summary Compensation Table (1)
                         ------------------------------

                                                                                               Long-Term
                                                              Annual Compensation             Compensation
                                                              -------------------             ------------
                                                                                               Securities
Name and Principal Position                   Year         Draw                Bonus        Underlying Options
---------------------------                   ----         ----                -----        ------------------
<S>                                           <C>         <C>                   <C>                <C>
Scott R. Sand, Chairman and Chief             2005        $60,000               -0-                -0-
    Executive Officer (2)                     2004          -0-                 -0-
</TABLE>


(1) The columns for "Other Annual Compensation," "Restricted Stock Awards,"
"LTIP Payouts" and "All Other Compensation" have been omitted because there is
no compensation required to be reported.

(2) We do not have a written employment agreement with Mr. Sand and he does not
have any options or warrants to purchase our stock. There are no management
incentive or bonus plans in place.

There were no options granted to executive officers or directors during fiscal
year 2005. We do not have any stock appreciation rights plans in effect and we
have no long-term incentive plans, as those terms are defined in SEC
regulations. We have no defined benefit or actuarial plans covering any named
executive officer.

                                       31


<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

We do not have any equity compensation plans in effect.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON SHARES

The following table sets forth certain information regarding the ownership of
our common stock as of May 31, 2005, by: (i) each director; (ii) each person who
is known to us to be the beneficial owner of more than five percent of our
outstanding common stock; (iii) each of our executive officers named in the
Summary Compensation Table; and (iv) all our current executive officers and
directors of as a group. Except as otherwise indicated in the footnotes, all
information with respect to share ownership and voting and investment power has
been furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.

Name and Address of                  Number of Shares
Beneficial Owner (1)              Beneficially Owned (2)   Percent of Class (2)
--------------------              ----------------------   --------------------

Scott R. Sand                           13,000,000                10.213%

Thomas Neavitt                          750,000*                  0.589%

KHOO YONG SIN                           200,000*                  0.157%

Christopher A. Wirth                    1,200,000*                0.943%

Curt A. Miedema                         850,000*                  0.667%

Christopher Evans                       1,500,000                 1.178%

All officers and directors as a
 group (6 in number)                    17,500,000                13.748%

Hope Capital, Inc.                      30,200,000                23.726%
505 Northern Blvd., Suite 103
Great Neck, NY 11021

* Less than one percent.

(1) The address for each beneficial owner, other than Hope Capital, Inc. is
35193 Avenue "A", Suite-C Yucaipa, California 92399.

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 127,287,593 shares outstanding on May 31, 2005, adjusted as
required by rules promulgated by the Commission.

                                       32


<PAGE>

CLASS A PREFERRED SHARES

The following table sets forth certain information regarding the ownership of
our Class A Preferred Shares as of May 31, 2005, by: (i) each director; (ii)
each person who is known to us to be the beneficial owner of more than five
percent of our outstanding common stock; (iii) each of our executive officers
named in the Summary Compensation Table; and (iv) all our current executive
officers and directors of as a group. Except as otherwise indicated in the
footnotes, all information with respect to share ownership and voting and
investment power has been furnished to us by the persons listed. Except as
otherwise indicated in the footnotes, each person listed has sole voting power
with respect to the shares shown as beneficially owned.

As contained in our Amended and Restated Articles of Incorporation (filed on or
about March 15, 2005 with the Georgia Secretary of State), Class A Preferred
Shares have a liquidation preference. These shares vote on a one preferred share
to 15 common share basis. These shares are convertible into common shares on a
one preferred to ten common share basis. The procedure for convertability is
explained in Note 13 to our audited financial statements (as contained herein).

Name and Address of                  Number of Shares
Beneficial Owner (1)               Beneficially Owned (2)   Percent of Class (2)
--------------------               ----------------------   --------------------

Scott R. Sand                           3,000,000                  100%

All officers and directors as a
 group (1 in number)                    3,000,000                  100%


(1) The address for each beneficial owner is 35193 Avenue "A", Suite-C Yucaipa,
California 92399 .

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 3,000,000 shares outstanding on May 31, 2005, adjusted as required
by rules promulgated by the Commission.

UN-CLASSIFIED PREFERRED SHARES

The following table sets forth certain information regarding the ownership of
our un-classified Preferred Shares as of May 31, 2005, by: (i) each director;
(ii) each person who is known to us to be the beneficial owner of more than five
percent of our outstanding common stock; (iii) each of our executive officers
named in the Summary Compensation Table; and (iv) all our current executive
officers and directors of as a group. Except as otherwise indicated in the
footnotes, all information with respect to share ownership and voting and
investment power has been furnished to us by the persons listed. Except as
otherwise indicated in the footnotes, each person listed has sole voting power
with respect to the shares shown as beneficially owned.

As contained in our Amended and Restated Articles of Incorporation (filed on or
about March 15, 2005 with the Georgia Secretary of State), the remainder of our
Preferred Shares (other than Class A Preferred Shares) have a liquidation
preference but are non-voting and are not convertible into other securities of
the company.

Name and Address of                  Number of Shares
Beneficial Owner (1)               Beneficially Owned (2)   Percent of Class (2)
--------------------               ----------------------   --------------------

Scott R. Sand                          23,600,000                   64%

Jeffrey Gleckman                       13,300,000                   36%

All officers and directors as a
 group (1 in number)                   23,600,000                   64%


(1) The address for each beneficial owner is 35193 Avenue "A", Suite-C Yucaipa,
California 92399.

                                       33


<PAGE>

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power (if
applicable) with respect to the shares indicated as beneficially owned.
Applicable percentages are based on 39,900,000 shares outstanding on May 31,
2005, adjusted as required by rules promulgated by the Commission.

CHANGES IN CONTROL

We had no changes in control for during our fiscal year 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of the end of our fiscal year (May 31, 2005), our CEO and Chairman, Scott R.
Sand, was owed $102,802 by the company. This was down from $276,181 owed by the
company to Mr. Sand at the end of fiscal year 2004. These are amounts loaned to
us or deferred compensation by Mr. Sand. There are no written loan agreements,
promissory notes or debt obligations evidencing this debt and the terms of
repayment to Mr. Sand. Annual interest of 6% is paid on the outstanding loan
balance, which is due upon the availability of company funds, but no sooner than
June 1, 2006. See Note 8 of the attached audited financial statements for
information concerning the debt owed to Mr. Sand by the company.


ITEM 13. EXHIBITS (All Exhibits have been properly signed by the parties.
Original agreements are filed in our offices)

     Exhibit No.   Document Description
     -----------   --------------------

         2.1      Plan And Agreement of Merger Relating to the Merger of Ingen
                  Technologies, Inc. into Creative Recycling, Inc., dated
                  March 15, 2004.

         3.1      Amended and Restated Articles of Incorporation of Ingen
                  Technologies, Inc., as filed with the Georgia Secretary of
                  State on or about March 15, 2005.

         3.2      Resolution 2005.6 of the Ingen Board of Directors (signed by
                  the preferred shareholders as well) modifying the Amended and
                  Restated Articles of Incorporation with respect to the
                  classifications and rights of our preferred shares.

         3.3      Bylaws of Ingen Technologies, Inc.

         3.4      Minutes of Special Shareholder meeting of March 15, 2005
                  amending our Bylaws by changing the date of the annual
                  shareholders meeting from May 15 to March 15.

         4.1      Specimen of Ingen Technologies, Inc. common stock certificate.

         10.1     Commercial Lease Agreement between Ingen Technologies, Inc,
                  Scott Sand and Abolfazl Ghias dated March 11, 2005.

         10.2     Contracting Agreement between Chris Wirth and/or Agroworx,
                  Inc. and Ingen Technologies, Inc. dated September 15,
                  2005 for design services for Pure Produce program.

         10.3     Contracting Agreement between Bob Sand and Ingen Technologies,
                  Inc. dated January 1, 2005 for Mr. Sand to market Secure
                  Balance to physicians within the United States and abroad.
                  Bob Sand is Scott R. Sand's father.

         10.4     Contracting Agreement between David Winter and Ingen
                  Technologies, Inc. dated October 1, 2005 for Mr. Winter to
                  market Secure Balance to physicians in the United States and
                  abroad.

         10.5     Contracting Agreement between Donna Eskwitt and Ingen
                  Technologies, Inc. dated November 4, 2004 for Ms. Eskwitt to
                  advise the company on Secure Balance.

         10.6     Contracting Agreement between Elizabeth S. Wald and Ingen
                  Technologies, Inc. dated October 15, 2005 in which Ms.
                  Wald is contracted to provide telephone answering services.

                                       34


<PAGE>

         10.7     Contracting Agreement between Gary Hydrabadi, d/b/a Cardio-Med
                  Systems, Inc. and Ingen Technologies, Inc. dated March 22,
                  2005 to market Secure Balance to physicians within the United
                  States and abroad.

         10.8     Contracting Agreement between Joe Lawn and Ingen Technologies,
                  Inc. dated October 1, 2004 in for Mr. Lawn to market Secure
                  Balance to physicians within the United States and abroad.

         10.9     Contractor Agreement between Lifetime Controls, Inc. and Ingen
                  Technologies, Inc. dated July 15, 2005 in which Lifetime
                  Controls will provide certain work for hire.

         10.10    Consulting Agreement between Medicore and Ingen Technologies,
                  Inc. dated September 1, 2004 in which Medicore will market
                  Secure Balance to physicians in the United States and abroad.

         10.11    Consulting Agreement between Preferred Provider Care, Inc. and
                  Ingen Technologies, Inc. dated August 1, 2005 in which PPC is
                  to provide physician training.

         10.12    Contracting Agreement between Randolph McKenzie and Ingen
                  Technologies, Inc. dated February 10, 2005 for Mr. McKenzie to
                  provide professional interpretations to physicians within the
                  United States who purchased or leased Secure Balance.

         10.13    Contracting Agreement between Rick Griffin and Ingen
                  Technologies, Inc. dated May 1, 2005 for Mr. Griffin to
                  provide installation and services of Secure Balance.

         10.14    Contracting Agreement between Steve O'Hara, M.D. and Ingen
                  Technologies, Inc. dated May 1, 2005 to engage Dr. O'Hara
                  to become a member of the company's Medical Advisory Board.

         10.15    Contracting Agreement between Bryant Goldman and Ingen
                  Technologies, Inc. dated December 9, 2004 for Mr. Goldman to
                  provide medical billing and other professional services in
                  relation to Secure Balance.

         10.16    Consulting Agreement between Vertex Diagnostics, Inc. and
                  Ingen Technologies, Inc. dated September 1, 2004 in which
                  Vertex will market Secure Balance to physicians within the
                  United States.

         10.17    Consulting Agreement between National Financial Communications
                  Corp. and Ingen Technologies, Inc. dated February 2, 2005 in
                  which NFCC will provide public and investor relations advice
                  and assist in strategic planning.

         10.18    Consulting Agreement between Hope Capital, Inc. and Ingen
                  Technologies, Inc. dated January 18, 2005 in which Hope will
                  provide public and investor relations advice and assist in
                  strategic planning.

         10.19    Consulting and Marketing Agreement between Xcel Associates,
                  Inc. and Ingen Technologies, Inc. dated February 2, 2005 in
                  which Xcel agrees to assist Ingen in creating market awareness
                  in the financial community and assist in product marketing.

         10.20    Stock Purchase Agreement between KHOO Yong Sin (a Director of
                  the company) and Ingen Technologies, Inc. dated October 15,
                  2004 for the purchase of 5 million common shares.

         10.21    Business Consulting Agreement between Edward T. Whelan and
                  Ingen Technologies, Inc. dated October 15, 2004 in which Mr.
                  Whelan will provide management, marketing and advisory
                  services to Ingen.

         10.22    Agreement for a Finder's Fee between Edward T. Whelan and
                  Ingen Technologies, Inc. dated October 1, 2004 in which Mr.
                  Whelan is to receive a finder's fee for introducing investors
                  to Ingen.

         10.23    Option Agreement between Grace Holding, Inc. and Ingen
                  Technologies, Inc. dated January 18, 2005 for various options
                  to purchase Ingen common stock.

         10.24    Consulting Agreement between Apex Charting, Inc. and Ingen
                  Technologies, Inc. dated January 7, 2005 in which Apex agrees
                  to assist in Ingen's public relations, investor relations and
                  strategic planning.

         10.25    Financial Procurement Development Agreement between KHOO Yong
                  Sin and Ingen Technologies, Inc. dated October 15, 2004 in
                  which certain fees are to be paid if financing is secured.

                                       35


<PAGE>

         10.26    Agreement between Mr. Francis McDermott and Ingen
                  Technologies, Inc. dated July 11, 2005 for the purchase and
                  sale of all rights to United States Patents No. 6,137,417 and
                  6,326,896 B1.

         23.1     Consent of Spector & Wong, LLP

         24.1     Power of Attorney (included as part of the signature page
                  attached hereto).

         31.1     Certification of Scott R. Sand, Principal Executive Officer,
                  pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
                  Exchange Act of 1934, as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002

         31.2     Certification of Thomas J. Neavitt, Principal Financial
                  Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the
                  Securities Exchange Act of 1934, as adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

         32.1     Certificate pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                  executed by Scott R. Sand, Principal Executive Officer.

         99.1     United States Patent Number 6,137,417, issued October 24,
                  2000.

         99.2     United States Patent Number 6,326,896, issued December 4,
                  2001.

         99.3     Ingen Technologies, Inc. Management Code of Ethics and
                  Business Conduct.

         99.4     Ingen Technologies Non-Disclosure and Confidentiality
                  Agreement - template.


ITEM 14. INDEPENDENT AUDITOR'S FEES AND SERVICES

The following table summarizes the aggregate fees billed to the company by
Spector & Wong, LLP, our independent auditor, for the audit of our annual
financial statements for the fiscal years ended May 31, 2004 and May 31, 2005
and fees billed for other services rendered by Spector and Wong, LLP during
those periods.

Type of Fee                          2004                          2005
-----------                          ----                          ----
Audit Fees (1)                       $25,000                       $20,000
Tax Fees (2)                         $1500                         $1500
Total                                $26,500                       $21,500

(1) Fees for audit services billed in 2004 and 2005 consisted of the aggregate
fees paid by us for the fiscal years indicated for professional services
rendered by Spector & Wong, LLP for the audit of our annual financial statements
and review of financial statements included in our reports on Form 10-KSB.

(2) Fees for tax services billed in 2004 and 2005 consisted of the fiscal year
indicated for professional services rendered by Spector & Wong, LLP for tax
compliance. Tax compliance services are rendered based on facts already in
existence or transactions that have already occurred to document, compute and
obtain governmental approval for amounts to be included in tax filings and
consisted of: federal and state income tax return assistance.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

We do not have an audit committee.

                                       36


<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            INGEN TECHNOLOGIES, INC.

                                      By:   /s/ Scott R. Sand
                                            -----------------
                                            Scott R. Sand
                                            Chief Executive Officer and Chairman
                                            (Principal Executive Officer)

                                      Date: November 4, 2005

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Scott R. Sand his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution for him or her and in his or her name, place and stead, in any
and all capacities to sign any and all amendments to this Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite or necessary fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of registrant in the capacities
and on the dates indicated.


<TABLE>
<S>                                    <c>                                    <C>
              Signature                           Title                            Date
              ---------                           -----                            ----

                                       Chief Executive Officer and
                                       Chairman (Principal Executive          November 4, 2005
/s/ Scott R. Sand                      Officer)
----------------------------------
Scott R. Sand

                                       Secretary and Chief Financial          November 4, 2005
                                       Officer (Principal Financial
/s/ Thomas J. Neavitt                  and Accounting Officer)
----------------------------------
Thomas J. Neavitt

/s/ KHOO Yong Sin                      Director                               November 4, 2005
----------------------------------
KHOO Yong Sin


/s/ Christopher A. Wirth               Director                               November 4, 2005
----------------------------------
Christopher A. Wirth


/s/ Curt A. Miedema                    Director                               November 4, 2005
----------------------------------
Curt A. Miedema
</TABLE>


                                       37


<PAGE>


                            INGEN TECHNOLOGIES, INC.

                                  AUDIT REPORT

                              FOR THE YEARS ENDED
                             MAY 31, 2005 AND 2004




<PAGE>

HAROLD Y. SPECTOR, CPA          SPECTOR & WONG, LLP         80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA          Certified Public Accountants    SUITE  723
                                  (888) 584-5577            PASADENA, CA 91101
                               FAX (626) 584-6447


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and stockholders
of Ingen Technologies Inc.


We have audited the accompanying consolidated balance sheets of Ingen
Technologies Inc. and subsidiary, as of May 31, 2005 and 2004, and the related
statements of operations, changes in stockholders' deficit, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial positions of Ingen Technologies
Inc. and subsidiary as of May 31, 2005 and 2004, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ Harold Spector, CPA

Spector and Wong, LLP
Pasadena, California
November 2, 2005

                                      F-1


<PAGE>
<TABLE>
<S>             <C>
INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

BALANCE SHEET
-------------------------------------------------------------------------------------------


AS OF MAY 31,                                                      2005            2004
                                                                 -----------    -----------

                                             ASSETS
Current Assets
   Cash                                                          $    17,727    $    34,553
                                                                 -----------    -----------
      Total current assets                                            17,727         34,553
                                                                 -----------    -----------

Property and equipment, net of accumulated depreciation
   of $80,411 and $62,414 for 2005 and 2004, respectively             24,927         35,424

Other assets
   Patents, net of accumulated amortization of  $36 and
       $9,964 for 2005 and 2004, respectively                             --         16,941
                                                                 -----------    -----------
      Total other assets                                                  --         16,941
                                                                 -----------    -----------

    TOTAL ASSETS                                                 $    42,654    $    86,918
                                                                 ===========    ===========

                             LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                                               $        --    $    20,000
  Accrued expenses                                                   386,530        473,160
  Litigation reserve                                                 143,500        143,500
                                                                 -----------    -----------
    Total current liabilities                                        530,030        636,660
                                                                 -----------    -----------

Long-term Liabilities
  Notes Payable                                                       25,000         25,000
  Officers' loans                                                    102,802        276,181
                                                                 -----------    -----------
    Total long-term liabilities                                      127,802        301,181
                                                                 -----------    -----------

Stockholders' deficit
  Preferred stock, no par value, 37,000,000 authorized
     shares, issued and outstanding 36,900,000 and zero
     for 2005 and 2004, respectively                                 369,000             --
  Series A preferred stock, no par value, 3,000,000 authorized
     shares, issued and outstanding 3,000,000 and zero
     for 2005 and 2004, respectively                                  30,000             --
  Common stock, no par value, authorized 500,000,000 shares;
     issued and outstanding 127,287,593 and 12,864,593
     for 2005 and 2004,  respectively                              5,551,213      5,407,213
  Accumulated deficit                                             (6,565,391)    (6,258,136)
                                                                 -----------    -----------
    Total stockholders deficit                                      (615,178)      (850,923)
                                                                 -----------    -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT                 $    42,654    $    86,918
                                                                 ===========    ===========


See notes to financial statements

                                      F-2



<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------


FOR THE YEARS ENDED MAY 31,                           2005              2004
                                                   ------------    ------------
Sales                                              $    794,314    $    901,542

Cost of sales                                           296,565         491,033
                                                   ------------    ------------

  GROSS PROFIT                                          497,749         410,509

Selling, general and administrative expenses            770,692       1,338,488
Amortization of intangible assets                            36           9,964
Impairment loss                                          16,905              --
                                                   ------------    ------------

  OPERATING LOSS                                       (289,884)       (937,943)
                                                   ------------    ------------

Other (expenses):
  Interest Expenses                                     (16,571)        (12,358)
                                                   ------------    ------------

   NET LOSS BEFORE TAXES                               (306,455)       (950,301)

Provision for income taxes                                  800             800
                                                   ------------    ------------

NET LOSS                                           $   (307,255)   $   (951,101)
                                                   ============    ============

Basic and diluted net loss per share               $      (0.00)   $      (0.06)
                                                   ============    ============

Weighted average number of common shares             88,212,343      15,011,003


See notes to financial statements

                                      F-3


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
------------------------------------------------------------------------------------------------------------------------------------


                          Preferred Stock         Series A Preferred Stock         Common Stock
                      ------------------------     -----------------------   -------------------------   Accumulated
                        Shares       Amount          Shares       Amount        Shares        Amount       Deficit         Total
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------
Balance at May
  31, 2003                    --            --            --            --       776,000   $     7,760   $  (539,235)   $  (531,475)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------

Conversion to
  accrual from
  cash                        --            --            --            --            --            --    (4,767,800)    (4,767,800)

Issuance of
  common stock for
  Compensation
  expense                     --            --            --            --    12,088,593     5,399,453            --      5,399,453

Net loss                      --            --            --            --            --            --      (951,101)      (951,101)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------
Balance at May
  31, 2004                    --            --            --            --    12,864,593   $ 5,407,213   $(6,258,136)   $  (850,923)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------

Issuance of
  preferred stock
  Compensation
  expense             36,900,000   $   369,000     3,000,000   $    30,000            --            --            --        369,000

Issuance of
  common stock                --            --            --            --   114,423,000       144,000            --        144,000

Net loss                      --            --            --            --            --            --      (307,255)      (307,255)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------
BALANCE AT MAY
  31, 2005            36,900,000   $   369,000     3,000,000   $    30,000   127,287,593   $ 5,551,213   $(6,565,391)   $  (645,178)
                      ==========   ===========     =========   ===========   ===========   ===========   ===========    ===========

See notes to financial statements

                                                              F-4


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------


FOR THE YEARS ENDED MAY 31,                                2005          2004
                                                         ---------    ---------
CASH FLOW FROM OPERATING ACTIVITIES:
  Net Loss                                               $(307,255)   $(951,101)
  Adjustments to Reconcile Net Loss to
   Net Cash Used in Operations:
     Stock Issued for Services                             399,000      309,412
     Depreciation and Amortization                          10,533        2,408
     Patents, Net                                               --        2,094
     Loss on impairment of patents                          16,905           --
  Increase (Decrease) in:
     Accounts Payable                                      (20,000)      20,000
     Accrued Expenses                                      (86,630)     473,160
     Litigation reserve                                         --      143,500
                                                         ---------    ---------
  NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES          12,553         (527)
                                                         ---------    ---------

CASH FLOW FROM INVESTING ACTIVITIES
                                                         ---------    ---------
  NET CASH USED IN INVESTING ACTIVITIES                         --           --
                                                         ---------    ---------

CASH FLOW FROM FINANCING ACTIVITIES:
  Repayment for Officer's loan                            (173,379)     (33,649)
  Proceeds from Issuance of Common Stock                   144,000       50,000
                                                         ---------    ---------
  NET CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES    (29,379)      16,351
                                                         ---------    ---------

    NET INCREASE (DECREASE) INCREASE IN CASH               (16,826)      15,824

Cash Balance at Beginning of Period                         34,553       18,729
                                                         ---------    ---------

CASH BALANCE AT END OF PERIOD                            $  17,727    $  34,553
                                                         =========    =========

Supplemental Disclosures of Cash Flow Information
     Interest Paid                                       $      --    $      --
     Taxes Paid                                          $     800    $   1,437

See notes to financial statements

                                      F-5
</TABLE>


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF BUSINESS

Ingen Technologies, Inc., (formerly known as Creative Recycling Technologies
Inc., the "Company" or "Ingen Technologies"), is a Public Company trading on the
Pink Sheets under: IGTN. Ingen Technologies is a growth-oriented technology
company that offers a diverse and progressive services and products.

Ingen Technologies, Inc., is a Georgia corporation ("IGTN") and owns 100% of the
capital stock of Ingen Technologies, Inc. a Nevada corporation and it has been
in business since 1999.

The Company's flagship product is its BAFI (TM), the world's first wireless
digital low gas warning system for pressurized gas cylinders. On October 24,
2000, the BAFI (TM) received a U.S. Patent with Patent No. 6,137,417. BAFI (TM),
now in its second generation, is an accurate and cost-effective, real-time
pressurized gas warning system that will alert users when gas levels are
approaching empty.

The BAFI (TM) line has multiple applications, inclusive but not limited to, the
Medical Industry, Home Consumer, Residential Development Industry, Safety &
Protection (fire and police), Aircraft Industry, and the Recreational Vehicle
Industry. BAFI (TM) meets or exceeds regulatory compliance of this type of
product and is completed and in production.

The Secure Balance (TM) product is a private-label product that includes a
vestibular function testing system and balance therapy system available to
physicians throughout the United States.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES The preparation of the accompanying financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make certain estimates and assumptions that directly
affect the results of reported assets, liabilities, revenue, and expenses.
Actual results may differ from these estimates.

REVENUE RECOGNITION The Company generally recognizes product revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is
fixed or determinable, and collection is probable. In instances where final
acceptance of the product is specified by the customer, revenue is deferred
until all acceptance criteria have been met. No provisions were established for
estimated product returns and allowances based on the Company's historical
experience. All orders are customized with substantial down payments. Products
are released upon receipt of the remaining funds.

ACCOUNTS RECEIVABLE Management of the Company considers accounts receivable to
be fully collectible, accordingly, no allowance for doubtful accounts is
required. If amounts become uncollectible, they will be charged to operations
when that determination is made.

NET LOSS Per Share Basic net loss per share includes no dilution and is computed
by dividing net loss available to common stockholders by the weighted average
number of common stock outstanding for the period. Diluted net loss per share
does not differ from basic net loss per share since potential shares of common
stock are anti-dilutive for all periods presented.

CASH EQUIVALENTS For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the financial
instruments have been estimated by management to approximate fair value.


                                      F-6


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT Property and equipment are valued at cost. Maintenance
and repair costs are charged to expenses as incurred. Depreciation is computed
on the straight-line method based on the estimated useful lives of the assets,
generally 5 to 39 years. Depreciation expense for year ended May 31, 2005 and
2004 was $80,411 and $62,414, respectively.

AMORTIZATION OF PATENT Patents are stated at cost and are amortized using the
straight-line method over its estimated useful, which is 15 years. Amortization
expense of the Patents for the year ended May 31, 2005 and2004 was $36 and
$9,964, respectively.

INCOME TAXES Income tax expense is based on pretax financial accounting income.
Deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases of assets and
liabilities and their reported amounts.

NON-EMPLOYEES EQUITY TRANSACTIONS The Company accounts for stock issued to
non-employees in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 123 and the Emerging Issues Task Force (EITF)
Issue No. 00-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services." SFAS No. 123 states that equity instruments that are issued in
exchange for the receipt of goods or services should be measured at the fair
value of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable. Under the guidance in Issue
00-18, the measurement date occurs as of the earlier of (a) the date at which a
performance commitment is reached or (b) absent a performance commitment, the
date at which the performance necessary to earn the equity instruments is
complete (that is, the vesting date).

INCOME (LOSS) PER COMMON SHARE The Company accounts for income (loss) per share
in accordance with SFAS No. 128, "Earnings Per Share." SFAS No. 128 requires
that presentation of basic and diluted earnings per share for entities with
complex capital structures. Basic earnings per share includes no dilution and is
computed by dividing net income (loss) available to common stockholders by the
weighted average number of common stock outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of an entity. Diluted net loss per common share does not
differ from basic net loss per common share since potential shares of common
stock from the conversion of preferred stock are anti-dilutive for the period
presented.

NEW ACCOUNTING STANDARDS In January 2003, the FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of Accounting
Research Bulletin No. 51. Interpretation 46 establishes accounting guidance for
consolidation of variable interest entities that function to support the
activities of the primary beneficiary. Interpretation 46 applies to any business
enterprise, both public and private, that has a controlling interest,
contractual relationship or other business relationship with a variable interest
entity. The Company currently has no contractual relationship or other business
relationship with a variable interest entity and therefore the adoption did not
have an effect on its financial position or results of operations. However, if
the Company enters into any such arrangement with a variable interest entity in
the future, its financial position or results of operations may be adversely
impacted.

                                      F-7


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In April 2003, the FASB issued Statement of SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities," which is
generally effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. SFAS No. 149
clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies
when a derivative contains a financing component, amends the definition of an
"underlying" to conform it to the language used in FASB Interpretation No. 45,
"Guarantor Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" and amends certain other existing
pronouncements. The Company does not have any derivative financial instruments.
The Company does not anticipate that the adoption of SFAS No. 149 will have an
impact on its balance sheets or statements of operations and cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This Statement
requires that certain instruments that were previously classified as equity on
the Company's statement of financial position now be classified as liabilities.
The Statement is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The Company currently has no
instruments impacted by the adoption of this statement and therefore the
adoption did not have an effect on the Company's financial position, results of
operations or cash flows.

In December 2003, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132 amends SFAS No. 87,
88, and 106, "Employers' Accounting for Pensions," "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," and "Employers' Accounting for Postretirement Benefits
other than Pensions," to require additional disclosures to those in the original
Statement 132 about the assets, obligations, cash flows and net periodic benefit
cost of defined benefit pension plans and other defined benefit postretirement
plans. The required information should be provided separately for pension plans
and for other postretirement benefit plans. The Company does not have any
pensions and other postretirement benefits. The Company does not anticipate that
the adoption of SFAS No. 132 will have material impact on its balance sheet or
statements of operations and cash flows.

In December 2004, the FASB issued SFAS No. 153. This statement addresses the
measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No.
29, "Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

                                      F-8


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 2004, the FASB issued a revision to SFAS No. 123R, "Accounting for
Stock Based Compensations." This statement supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in SFAS
No. 123. This statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans." The Company has not
yet determined the impact to its financial statements from the adoption of this
statement.

In November 2004, the FASB issued SFAS No. 151, "INVENTORY COSTS -- AN AMENDMENT
OF ARB NO. 43, CHAPTER 4." This statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adoption of this statement will have any
immediate material impact on the Company.


NOTE 3 - GOING CONCERN

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities and
commitments in the normal course of business. In the near term, the Company
expects operating costs to continue to exceed funds generated from operations.
As a result, the Company expects to continue to incur operating losses and may
not have enough money to grow its business in the future. The Company can give
no assurance that it will achieve profitability or be capable of sustaining
profitable operations. As a result, operations in the near future are expected
to continue to use working capital.

To successfully grow the individual segments of the business, the Company must
decrease its cash burn rate, improve its cash position and the revenue base of
each segment, and succeed in its ability to raise additional capital through a
combination of primarily public or private equity offering or strategic
alliances. The Company also depends on certain important employees, and the loss
of any of those employees may harm the Company's business.

The company incurred a loss of $307,255 and $951,101 for the years ended May 31,
2005 and 2004, and as of that date, had an accumulated deficit of $6,565,391 and
$6,258,136, respectively.

                                      F-9


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 4 - ACCRUED EXPENSES

Accrued expenses at May 31, 2005 and 2004 consist of:

                                                           2005           2004
                                                         --------       --------
       Accrued officer's compensation                    $356,000       $460,000
       Accrued interest expense                            28,930         12,360
       Accrued taxes                                        1,600            800
                                                         --------       --------
                Total                                    $386,530       $473,160
                                                         ========       ========

NOTE 5 - INCOME TAXES

Provision for income tax for the years ended May 31, 2005 and 2004 consisted of
$800 minimum state franchise tax per year.

As of May 31, 2005 and 2004, the Company has net operating loss carryforwards,
approximately, of $1,406,771 and $1,099,516, respectively, to reduce future
federal and state taxable income. To the extent not utilized, the carryforwards
will begin to expire through 2025. The Company's ability to utilize its net
operating loss carryforwards is uncertain and thus a valuation reserve has been
provided against the Company's net deferred tax assets. A valuation allowance is
recorded for the full amount of deferred tax assets of approximately $602,098and
$470,593, for the years ended May 31, 2005 and 2004, respectively, which relates
to these loss carryforwards, since future profits are indeterminable.


NOTE 6 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:

                                                 May 31, 2005      MAY 31, 2004
                                                 ------------      ------------
Numerator:
  Net Loss                                       $   (307,255)     $   (951,101)
                                                 ------------      ------------
Denominator:
  Weighted Average Number of Shares                88,212,343        15,011,003
                                                 ------------      ------------

Net loss per share-Basic and Diluted             $      (0.00)     $      (0.06)


                                      F-10


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 7 - SEGMENT INFORMATION

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose information
about its operating segments when it presents a complete set of financial
statements. The Company has only one segment; therefore, the detail information
is not presented.


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company had notes payable to a related party in the amounts of $102,802 and
$276,181 as of May 31, 2005 and 2004, respectively. The interest rate on the
loan is 6% and due upon working capital availability, but no sooner than June 1,
2006. The related accrued interest is $28,930 and $12,360 as of May 31, 2005 and
2004, respectively.

As of May 31, 2005 and 2004, there is a note payable to a related party for the
amount of $25,000 with zero interest.

As of May 31, 2005, an officer of the Company had 26,600,000 shares of
unclassified preferred stock and 3,000,000 shares of Series A preferred stock as
compensation.


NOTE 9 - LEASE OBLIGATION

The Company leases its corporate office under an unsecured lease agreement which
expires in April 1, 2008. As of May 31, 2005, the remaining lease obligation is
as follows:

                           Year Ending                  Lease
                             May 31,                 Obligation
                       ------------------------------------------
                              2006                  $      9,300
                              2007                         9,300
                              2008                         7,750
                                                    -------------
                                                    $     26,350
                                                    =============


NOTE 10 - INTANGIBLE ASSETS

The patents were impaired as of May 31, 2005, and the loss for the impairment
was $16,905.


NOTE 11 - GUARANTEES

The Company from time to time enters into certain types of contracts that
contingently require the Company to indemnify parties against third-party
claims. These contracts primarily relate to: (i) divestiture agreements, under
which the Company may provide customary indemnifications to purchasers of the
Company's businesses or assets; and (ii) certain agreements with the Company's
officers, directors and employees, under which the Company may be required to
indemnify such persons for liabilities arising our of their employment
relationship.

The terms of such obligations vary. Generally, a maximum obligation is not
explicitly stated. Because the obligated amounts of these types of agreements
often are not explicitly stated, the overall maximum amount of the obligation
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of May 31, 2004.


                                      F-11


<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 12 - PENDING LITIGATION

The pending litigation is with the previous landlord for breaking a facility
lease by the Company. The management estimated and accrued a loss for $143,500
in the year ended May 31, 2004. The litigation regarding the breaking the
facility lease was settled for $143,000 in August 2005.


NOTE 13 - PREFERRED STOCK

The Company is authorized to issue 40,000,000 shares of no par value preferred
stock. As of May 31, 2005 and 2004, the Company had zero and 39,900,000 shares
of preferred stock issued and outstanding, respectively. No dividends shall
accrue or be payable on the preferred stocks. On February 2005, the Company
designated 3,000,000 of the shares of preferred stock as "Series A Preferred
Stock". As of May 31, 2005, all 3,000,000 shares of Series A preferred stock
were issued and outstanding. The Company has the right to redeem each share of
Series A preferred stock for $1; however, there is no obligation for this
redemption. Each share of Series A preferred stock is entitled to vote on all
matters with holders of the common stock; however, each Series A preferred stock
is entitled to 15 votes. Each share of Series A preferred stock is convertible,
at the option of the holder and subject to a 65 day written notice to the
Company, at any time after the date of the issuance into 10 shares of common
stock. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of Series A preferred stock shall be
entitle to be paid $1 per share before any payments or distribution of assets of
the Company to the holders of the common stock or any other equity securities of
the Company.


NOTE 14 - SUBSEQUENT EVENTS

October 31, 2005, the Company held a special shareholder meeting and approved to
reduce the number of authorized common shares to 100 million, 40 to 1 reverse
split of all issued common shares, and 3 to 1 reverse split of all preferred
shares.

                                      F-12



<PAGE>

EXHIBIT 3.1

                              AMENDED AND RESTATED

                          ARTICLES OF INCORPORATION OF

                            INGEN TECHNOLOGIES, INC.

Pursuant to the provisions of the Georgia Business Corporation Code, the
undersigned corporation hereby amends and restates its Articles of Incorporation
to be effective as of February 25, 2005, and for that purpose, submits the
following statement:

1. The name of the corporation is: INGEN TECHNOLOGIES, INC.

2. Set forth below is the complete text of the amended and restated articles of
incorporation recommended by the corporation's board of directors and approved
by the corporation's shareholders.

                                   ARTICLE ONE

     The name of the corporation is Ingen Technologies, Inc.

                                   ARTICLE TWO

     The corporation is organized for profit under the provisions of the Georgia
Business Corporation Code, and may engage in all business permitted by
applicable law.

                                  ARTICLE THREE

     3.1 The corporation has the authority to issue not more than:

          (a)  Five Hundred Million (500,000,000) shares of common stock of no
               par value per share (the "Common Stock"); and

          (b)  Forty Million (40,000,000) shares of preferred stock of no par
               value per share (the "Preferred Stock") which may be issued in
               one or more classes or one or more series by the Board of
               Directors as hereinafter provided.

     3.2 The shares of Common Stock shall be entitled to receive the net assets
of the corporation upon dissolution and shall be entitled to one (1) vote per
share on all matters and shall be entitled to receive distributions from time to
time, from legally available funds, as determined by the board of directors.

     3.3 The shares of Preferred Stock of the corporation may be issued from
time to time in one or more classes or one or more series. The Preferred Stock
shall have such voting rights, no voting rights, or such special voting rights
as the Board of Directors may fix and determine in issuing such stock, and shall
have rights to receive cumulative, non-cumulative, or partially cumulative




<PAGE>

dividends as the Board of Directors shall fix and determine. Moreover, the
shares of Preferred Stock shall have such other rights and preferences,
including, but not limited to redemption, liquidation preference, conversion,
and dilution rights as may be allowed under the Georgia Business Corporation
Code and set forth by the Board of Directors in writing and filed with the
Georgia Secretary of State at the time such class or series is designated.

     3.4 The corporation designates Three Million (3,000,000) shares of its
Preferred Stock as the Series A Convertible Preferred Stock (the "Series A")
with the following rights, preferences and limitations.

     (a) CLASS or SERIES. The number of shares of Preferred Stock constituting
the Series A shall be Three Million (3,000,000).

     (b) DIVIDENDS. The Series A shall not be entitled to receive any dividends
from the corporation.

     (c) REDEMPTION. The corporation shall have the right, but not the
obligation to redeem each share of Series A for One Dollar ($1.00) per share.

     (d) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the corporation, each share of Series
A shall be entitled to receive from the assets of the corporation One Dollar
($1.00) per share, which shall be paid or set apart before the payment or
distribution of any assets of the corporation to the holders of the Common Stock
or any other equity securities of the corporation.

     (e) VOTING RIGHTS. Each share of Series A shall be entitled to vote on all
matters with the holders of the Common Stock. However, each share of Series A
shall be entitled to 15 votes. Further, the holders of the Series A voting as a
class shall be entitled to elect one person to serve on the corporation's Board
of Directors.

     (f) CONVERSION RIGHTS. Each share of Series A shall be convertible, at the
option of the holder thereof and subject to notice requirements of paragraph
(f)(i) below, at any time after the date of issuance of such share into 10
shares of fully paid and non-assessable shares of Common Stock.

          (i) Each Series A stockholder who desires to convert into the
corporation's Common Stock must provide a 65 day written notice to the
corporation of their intent to convert one or more shares of Series A into
Common Stock. The corporation may, in its sole discretion, waive the written
notice requirement and allow the immediate exercise of the right to convert.
Before any holder shall be entitled to convert, he shall surrender the
certificate or certificates representing Series A to be converted, duly endorsed
or accompanied by proper instruments of transfer, at the office of the
corporation or of any transfer agent, and shall given written notice to the
corporation at such office that he elects to convert the same. The corporation
shall, as soon as practicable thereafter, issue a certificate or certificates
for the number of shares of Common Stock to which the holder shall be entitled.
The corporation shall reserve and keep available out of its authorized, but
unissued Common Stock, such number of shares of Common Stock as shall from time
to time be sufficient to effect conversion of the Series A.



<PAGE>

     (g) DILUTION PROTECTION. The shares of Series shall not be effected by or
subject to adjustment following any change to the amount of authorized shares of
Common Stock or the amount of Common Stock issued and outstanding caused by any
split or consolidation of the corporation's Common Stock.

                                  ARTICLE FOUR

     The address of the initial registered office and the name of the initial
registered agent of the corporation at its registered office in Georgia is
omitted under Georgia Business Corporation Code Section 14-2-1002.

                                  ARTICLE FIVE

     The name and address of the incorporator is omitted under Georgia Business
Corporation Code Section 14-2-1002.

                                   ARTICLE SIX

     The mailing address of the initial principal office of the corporation is
omitted under Georgia Business Corporation Code Section 14-2-1002.

                                  ARTICLE SEVEN

     7.1 A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, except for liability (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation, (ii)
for acts or omissions which involve intentional misconduct of a knowing
violation of law, (iii) of the types set forth in Georgia Business Corporation
Code Section 14-2-832, or (iv) for any transaction from which the director
derived an improper personal benefit.

     7.2 Any repeal or modification of the provisions of this Article by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.

     7.3 If the Georgia Business Corporation Code is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Georgia Business Corporation Code.



<PAGE>

     7.4 In the event that any of the provisions of this Article (including
within a single sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are severable
and shall remain enforceable to the fullest extent permitted by law.

3. The date of the adoption of the amended and restated articles of
incorporation amendment was February 20, 2005 to be effective on February 25,
2005.

4. The amendment was approved by the shareholders and that approval was obtained
in accordance with the provisions of Code Section 14-2-1003.


Date: February ___, 2005



                                    By: _________________
                                    Name: Scott R. Sand
                                    Title: Chief Executive Officer
                                    and Chairman of the Board of Directors





<PAGE>

EXHIBIT 3.2


                            INGEN TECHNOLOGIES, INC.

                              DIRECTORS' RESOLUTION

                                     2005.6

     BE IT KNOWN THAT, on the 11th day of October, 2005 at a duly constituted
special meeting of the Directors of Ingen Technologies, Inc., the following
contingent resolution was voted and approved upon motion duly made and seconded:

     This resolution's legal effectiveness and authority is contingent upon the
approval of the 40 to 1 reverse split of company common shares and the reduction
in the number of authorized common shares to 100 million in the Special
Shareholders' meeting scheduled for October 31, 2005. If the shareholders do not
approve the reverse split and reduction of authorized common shares, then this
resolution is of no force and effect, meaning that the company's Amended and
Restated Articles of Incorporation will remain unchanged until such time as, and
if, the Board and/or the shareholders take other action.

     The Board of Directors has the authority under Article Three, sections 3.1
and 3.3 of the company's Amended and Restated Articles of Incorporation to
establish such classifications of preferred shares as it sees fit, and as
provided in Georgia law.

     Article Three, section 3.1(b) authorizes a total of forty million preferred
shares. Article Three, section 3.4 authorizes three million shares of Series A
convertible preferred shares.

     Per this resolution, all the remaining authorized preferred shares,
totaling thirty-seven million shares, shall be Series A preferred shares.
Another words, all authorized preferred shares of the company are hereby
designated as Series A Convertible Preferred Stock ("Series A shares").
Furthermore, the issuance of all company preferred stock to date shall be
designated as the issuance of Series A Convertible Preferred Stock. The transfer
agent shall collect old stock certificates and issue any new certificates
necessitated hereby.

     Series A shares shall be convertible to company common shares on a
one-Series A-share to one-common-share basis (and not on a one-Series A -share
to ten-common-shares basis).

     Series A shares shall have one vote per share (and not 15 votes per share).

     A three to one reverse split of all outstanding Series A Convertible
Preferred Stock is hereby ordered. This reverse split of issued preferred shares
is authorized based in part on the representations of management that the amount
of consideration received to date by the company for the issuance of all common
shares and the issuance of all preferred shares is roughly equivalent. The
resulting amount of issued shares of preferred stock being somewhat more than
the resulting amount of issued shares of common shares is known to and an
intended result of the Board in recognition of the fact, among other things,
that the consideration for the preferred shares was the first investment
received by the company from its founding shareholders.


                                       1


<PAGE>

     All other rights and privileges and conditions of the Series A Convertible
Preferred Stock remain unchanged. A total of 40 million Series A Convertible
Preferred Stock shares remain authorized by the Amended and Restated Articles of
Incorporation.

     Additionally, the Board of Directors can establish, without notice, further
rules (such as a "lock-up" provision and/or other restrictions as judged to be
in the best interest of the company) concerning the timing and amount of Series
A shares that can be converted to common shares.

     A copy of this contingent resolution and the company's Amended and Restated
Articles of Incorporation shall be included in the mailing of the notification
to shareholders for the Special Shareholders' Meeting set for October 31, 2005.

                           CERTIFICATION BY SECRETARY

     I am the Secretary of Ingen Technologies, Inc. I hereby certify that the
foregoing is a true and correct copy of the "contingent" Resolution adopted by
the Board of Directors of Ingen Technologies, Inc. on October 11, 2005 in
accordance with the provisions of our Bylaws.

     IN WITNESS WHEREOF, I have this 11th day of October, 2005, subscribed my
name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal
to be affixed hereto (if such a seal exists).


----------------------------------------
Secretary of Corporation

                                WAIVER OF NOTICE

     The undersigned Directors of Ingen Technologies, Inc. hereby waive notice
of the special Directors' meeting held on October 11, 2005. We consent to all
actions taken in the meeting. Faxed and electronic signatures are as valid as
original signatures hereupon, and may be signed in counterparts.


-------------------------------             ------------------------------
Scott R. Sand                               Curt Miedema


-------------------------------             ------------------------------
Chris Wirth                                 KHOO YONG SIN


-------------------------------
Stephen O'Hara

ACCORD (EXISTING COMPANY PREFERRED SHAREHOLDERS):


-------------------------------             ------------------------------
Scott R. Sand                               Jeffrey Gleckman


                                       2





<PAGE>

EXHIBIT 3.3

                            INGEN TECHNOLOGIES, INC.
                                      *****
                                     BY-LAWS
                                      *****

                                    ARTICLE I
                                     OFFICES

     Section 1. The registered office shall be located in Atlanta, Georgia.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Georgia as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall
be held in Atlanta, State of Georgia or, at such other place within the United
States as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders, commencing with the year 1999,
shall be held on the 15th of May, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 a.m., at which they
shall elect, pursuant to law, a board of directors, and transact such other
business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting, stating the
date, time, and place of the meeting, shall be delivered not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.

                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Georgia as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the charter, may be
called by the president, the board of directors, such other officers or persons
provided in the articles of incorporation, or upon written demand of at least
twenty-five percent (25%) of all of the votes entitled to be cast on any issue
proposed to be considered.


                                       1


<PAGE>

     Section 3. Written or printed notice of a special meeting stating the date,
time, and place of the meeting and the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

     Section 1. A majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum of the voting group for action on that matter,
except as otherwise provided by statute or by the charter. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 2. If a quorum is present, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the vote of a greater number of
affirmative votes is required by law or the articles of incorporation.

     Section 3. Each outstanding share, regardless of class, shall be entitled
to one vote on each matter voted on at a meeting of shareholders unless the
articles of incorporation or law provides otherwise. A shareholder may vote
either in person or by proxy as provided for in a signed appointment form
executed by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting (1) if one or more written consents
setting forth the action so taken shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof, or (2) if so
provided in the articles of incorporation, by persons who would be entitled to
vote at a meeting shares having voting power to cast not less than the minimum
number (or numbers, in the case of voting groups) of votes that would be
necessary to authorize or take the action at a meeting at which all the
shareholders entitled to vote were present and voted.


                                       2


<PAGE>

                                    ARTICLE V
                                    DIRECTORS

     Section 1. The number of directors shall be not less than one (1) nor more
than seven (7). The number of directors may be fixed or changed within the
minimum or maximum by the shareholders or by the board of directors. Unless the
articles of incorporation otherwise provide, directors need not be residents of
the State of Georgia nor shareholders of the corporation. The directors, other
than the first board of directors, shall be elected at the annual meeting of the
shareholders, and each director elected shall serve until the next succeeding
annual meeting and until his successor shall have been elected and qualified.
The first board of directors shall hold office until the first meeting of
shareholders.

     Section 2. Unless the articles of incorporation provide otherwise, any
vacancy occurring on the board of directors, including a vacancy resulting from
an increase in the number of directors, may be filled by the shareholders, the
board of directors, or if the directors remaining in office constitute fewer
than a quorum of the board, the vacancy may be filled by the affirmative vote of
a majority of the directors remaining in office.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors, which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute, by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation outside of
the State of Georgia, except such as are required by law to be kept within the
state, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Georgia.

     Section 2. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the shareholders
at the annual meeting or it may convene at such place and time as shall be fixed
by the consent in writing of all the directors. No notice of such meeting shall
be necessary to the newly elected directors in order to legally constitute the
meeting, provided a quorum shall be present.


                                       3


<PAGE>

     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called on two
(2) days' notice to each director, either personally, by mail, facsimile,
overnight courier or by telegram.

     Section 5. Attendance or participation of a director at any meeting shall
constitute a waiver of notice of such meeting, unless the director, at the
beginning of the meeting (or promptly upon his arrival), objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of the notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business, unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.

                                   ARTICLE VII
                                   COMMITTEES

     Section 1. The board of directors may create one (1) or more committees
that may consist of one (1) or more members of the board. Committee members
shall serve at the board of directors' pleasure. To the extent specified by the
board of directors or articles of incorporation, each committee shall have and
exercise all of the authority of the board of directors in the management of the
corporation, except as otherwise provided by law.


                                       4


<PAGE>

                                  ARTICLE VIII
                                     NOTICES

     Section 1. Whenever notice is required to be given to any director or
shareholder under the provisions of the statutes, the articles of incorporation
or these by-laws, it shall be construed to mean written notice, which may be by
mail, addressed to such director or shareholder, at the shareholder's address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time it is deposited in the
United States mail. Notice to directors may also be given by telegram, facsimile
or overnight courier.

     Section 2. Whenever notice is required to be given under the provisions of
the statutes, the articles of incorporation or these by-laws, a waiver thereof,
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors, and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors, at its first meeting after each annual
meeting of shareholders, shall choose a president, one or more vice-presidents,
a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.


                                       5


<PAGE>

     Section 7. The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed, and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents, in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders, and shall record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees when required. The secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, under whose supervision he shall be. The
secretary shall have custody of the corporate seal of the corporation, and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it, and when so affixed, it may be attested by the
secretary's signature or by the signature of such assistant secretary. The board
of directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by such officer's signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary, and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all the treasurer's transactions as treasurer and of the financial condition of
the corporation.


                                       6


<PAGE>

     Section 13. If required by the board of directors, the treasurer shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the treasurer's office and for the restoration to the corporation, in
case of the treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
treasurer's possession or under the treasurer's control, belonging to the
corporation.

     Section 14. The assistant treasurer or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer, and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Each share certificate shall be signed
by the president or a vice-president and the secretary or treasurer or an
assistant secretary or treasurer of the corporation, or by the board of
directors, and may be sealed with the seal of the corporation or a facsimile
thereof.

     When the corporation is authorized to issue different classes of shares or
different series within a class, there shall be set forth upon the face or back
of the certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder upon request and without charge, a
full statement of the designations, preferences, limitations, and relative
rights applicable to each class, and the variations in the relative rights,
preferences, and limitations determined for each series and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.

     Section 2. The signatures of the persons signing a share certificate may be
facsimiles. In case any person who has signed, or whose facsimile signature has
been placed upon such certificate, shall have ceased to hold such office before
such certificate is issued, the certificate is nevertheless valid.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation, which is
alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.


                                       7


<PAGE>

                               TRANSFERS OF SHARES

     Section 4. Upon surrender, to the corporation or the transfer agent of the
corporation, of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate shall be cancelled and the transaction recorded upon the books of
the corporation.

                               FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice
of, or to vote at, any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may fix a
record date, in advance, that may not be more than seventy (70) days before the
meeting or action requiring a determination of shareholders.

                             REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize a person,
registered on its books as the owner of shares, as having the exclusive right to
receive dividends and to vote with respect to shares shown to be owned, and as
being exclusively liable for calls and assessments upon shares shown to be
owned, and the corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Georgia.

                              LIST OF SHAREHOLDERS

     Section 7. A list of shareholders as of the record date, prepared in
alphabetical order, arranged by voting group, showing the address of and the
number of shares held by each shareholder, and certified by the corporate
officer responsible for its preparation or the transfer agent, shall be open for
inspection at any meeting of shareholders.

                                   ARTICLE XI
                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Subject to the law and any applicable provisions of the articles
of incorporation, dividends may be declared by the board of directors at any
regular or special meeting, and may be paid in cash, in property or in shares of
the corporation.


                                       8


<PAGE>

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper, as a
reserve fund to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                                     CHECKS

     Section 3. All checks or demands for money, and notes of the corporation,
shall be signed by such officer or officers, or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Georgia". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

     Section 1. These by-laws may be amended or repealed, or new by-laws may be
adopted, by the affirmative vote of a majority of the board of directors at any
regular or special meeting of the board unless the articles of incorporation or
law reserve this power to the shareholders.


                                       9





<PAGE>

EXHIBIT 3.4


Shareholder meeting minutes (paste on Ingen letterhead if desired):
-------------------------------------------------------------------



                               AMENDMENT TO BYLAWS

DATE:  MARCH 15, 2005

On March 15, 2005, in the Annual Shareholders' Meeting, shareholders were asked
(by motion and vote) to authorize changing the date of the Annual Shareholders'
Meeting in the Company's Bylaws from May 15th of each year to March 15th. This
motion was unanimously approved by Shareholders.

Therefore, Article II of the Bylaws of Ingen Technologies, Inc. is amended to
read as follows:

Section 2. Annual meetings of shareholders, commencing with the year 2005, shall
be held on the 15th of March, if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 a.m., at which they shall
elect, pursuant to law, a board of directors, and transact such other business
as may properly be brought before the meeting.


                                           -----------------------------
                                           Scott R. Sand, CEO & Chairman

Attest and affirm:


     -------------------------------------
     Secretary of Ingen Technologies, Inc.



                                        1




<PAGE>

EXHIBIT 4.1

<TABLE>
<S>     <C>
                            INGEN TECHNOLOGIES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
               AUTHORIZED: 50,000,000 COMMON SHARES, NO PAR VALUE
                   10,000,000 PREFERRED SHARES, NO PAR VALUE

                                                        SEE REVERSE FOR
                                                      CERTAIN DEFINITIONS.
                                                       -----------------
                                                       CUSIP 45684G 10 2
                                                       -----------------
------                                                                          ------
NUMBER          This Certifies That                                             SHARES
 3088
------                                                                          ------
                Is the owner of


       FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE

                            INGEN TECHNOLOGIES, INC.

        transferable only on the books of the Corporation by the hoder
        hereof in person or by duly authorized attorney upon surrender
        of this Certificate properly endorsed. This certificate is not
        valid until countersigned and registered by the Transfer Agent
        and Registrar.

           IN WITNESS WHEREOF, the Corporation has caused this Certificate
        to be signed by the facsimile signatures of its duly authorized
        officers and to be sealed with the facsimile seal of the Corporation.


Dated:


CEO & CHAIRMAN

                              [SEAL HERE]


SECRETARY                            COUNTERSIGNED:

                                     Executive Registrar & Transfer, Inc., (303) 783-9055
                                     3615 South Huron Street, Suite 104, Englewood, CO 80110

                                     By:  _______________________________
                                          Transfer Agent & Registrar - Authorized Signature

</TABLE>




<PAGE>

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.


                                     Page 1



<PAGE>

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____________



                                     Page 2



<PAGE>


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.


                                     Page 3



<PAGE>


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,


                                     Page 4



<PAGE>


         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.


                                     Page 5



<PAGE>

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



<PAGE>

                  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:

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

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

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

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

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

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


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

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

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

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>


--------------------------------------------------------------------------------
  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>

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

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





<PAGE>

EXHIBIT 10.2

                  AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.

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


                              CONTRACTING AGREEMENT

This Agreement supercedes all other Agreements with Chris Wirth and/or Agroworx,
Inc., made effective as of this 15th day of September, 2005, by and between
AgroWorx, Inc., a Nevada Corporation doing business in California, located at
1606 East Washington Street, Suite 346, Colton, CA 92324, further referred to as
the ("Contractor"); and Ingen Technologies, Inc., A Public Georgia 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 and consumer products and services on a Global basis.
     Said products and services are inclusive of, but not limited to, vestibular
     function testing and balance testing, medical durable equipment and
     aeroponic farming facilities.

B.   The Company desires to engage the services of the Contractor to provide
     consulting services for the Company. Specifically, the Company desires the
     Contractor to assist in the design of the Pure Produce(TM) program as
     described in Exhibit-A, attached hereto.

C.   The Contractor has the expertise, knowledge and resources for providing
     said services.

D.   The Company desires to utilize the Contractor's expertise, knowledge and
     other resources for providing consulting services, and as such, the
     Contractor desires to offer said consulting services to the Company.


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 as set forth in the above
     Recitals, the Company agrees to the following:

          a) The Company will issue to the Contractor i) 300,000 shares of
          restricted stock at the time the Company receives initial funding for
          the Pure Produce(TM) program, and ii) 500,000 shares of restricted
          stock 12 months commencing the funding of the Pure Produce(TM)
          program. The definition of "Commencing" means that the first Pure
          Produce(TM) facility has been built and has started operations. The
          term "Restricted Stock" means that the Company will issue its' common
          restricted shares under SEC Rule-144.

          b) Upon the initial funding of the Pure Produce(TM) program, the
          Company will pay the Contractor a monthly consulting fee of $ 3,000 to
          assist in the design and operations of the Pure Produce(TM)
          facility(s).

          c) The Company will pay the Contractor 2% of the Net Profits, before
          tax, of the revenues generated from any/all of the Pure Produce(TM)
          facilities. This payment will be paid annually and/or at the end of
          each fiscal year.


                                  Page 1 of 4


<PAGE>
                  AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.


          d) The Company may assign other projects to the Contractor. The
          Company will pay the Contractor a defined amount pursuant to each
          project. Each project will include a description of the work to be
          performed and the amount that the Contractor will receive. The
          Contractor has the right of first refusal with each of these
          additional projects.


2.   The Company will provide said management, materials and operational costs,
     other than mentioned in Paragraph-1.

3.   As a part of the services specified herein, the Contractor accepts the
     above considerations and understands his rights to provide said services
     within the United States. The Contractor agrees to provide his "best
     efforts" to deliver those services.

4.   The Contractor is only responsible to provide his/her services for the Pure
     Produce(TM) facilities. The Company holds harmless the Contractor from
     any/all liabilities associated with the Pure Produce(TM)
     program/facilities.

5.   Except for the amounts paid to the Contractor as stated in paragraph-1 and
     within the Recitals herein, the Contractor shall not 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.

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.

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 will not promote
     services, either directly and/or indirectly, to any entity and/or
     competitor that has a similar product 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.


                                  Page 2 of 4


<PAGE>
                  AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.


     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.

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.


                                  Page 3 of 4


<PAGE>
                  AGREEMENT between: Ingen Technologies, Inc. and Agroworx, Inc.


                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:      Chris Wirth, CEO
                                 AgroWorx, Inc.
                                 1606 East Washington Street, Suite 346
                                 Colton, CA  92324
                                 909.422.0680
                                 909.835.5700


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:

                           --------------------------------   ------------------
                           Chris Wirth, CEO, Agroworx, Inc.          Date




         The Company:
                           /s/ Scott Sand                     September 15, 2005
                           --------------------------------   ------------------
                           Scott Sand, CEO                           Date



                                  Page 4 of 4




<PAGE>

EXHIBIT 10.3

                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand


INGEN
TECHNOLOGIES, INC.
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 January, 2005, by and
between Bob Sand, an individual, further referred to as the ("Contractor"),
whose principal address is 10442 Mountain Lion Lane, Grass Valley, California
95949; 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
     market physicians within the domestic United States to sell Secure
     Balance(TM) programs as described in Schedule-A. The Contractor also agrees
     to develop various markets for services for all of North America, as well
     as any future services that the Company deems authorized. The Company will
     use the Contractor as its' exclusive agent to provide those services
     described in Schedule-A.

C.   The Company authorizes export rights to the Contractor for all sales of the
     Secure Balance (TM) program outside the United States. The Contractor
     accepts to sell the Secure Balance (TM) program outside the United States.
     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 development
     and implementation of the services described in Schedule-A.

D.   The Company will provide product, installation, training, market
     assistance, 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 establishing sales of vestibular
     testing products for the Contractor's client base, and as such, the
     Contractor desires to use the Company's client base for delivering the
     services as described in Schedule-A.


                                  Page 1 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand


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 100,000
     Shares as Restricted Rule-144 public stock, in addition the Company will
     pay commissions of two thousand dollars ($ 2,000) for each VNG systems
     sold, and one thousand dollars ($1,000) for each therapy system sold. Such
     acceptance will be in the form of a signed agreement between the customer
     and the Company. The said transaction will be verification of acceptance
     and submitted to the Contractor. The Company will pay the Contractor all of
     the commission within seven (7) days of receipt of payment from the
     customer or third party lender.

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-B. 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 not 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.

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.


                                  Page 2 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand


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.


                                  Page 3 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand


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.


                                  Page 4 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand


                  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:       Bob Sand
                                    10442 Mountain Lion Lane
                                    Grass Valley, California 95949
                                    (530) 273-1514


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:

                           --------------------------------   ------------------
                           Bob Sand, Individual                      Date



         The Company:
                           /s/ Scott Sand                      January 1, 2005
                           --------------------------------   ------------------
                           Scott Sand, CEO                           Date




                                  Page 5 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand



                                   SCHEDULE-A

                  SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC
                  --------------------------------------------


1.   Preferred Provider Care will provide a 2-day balance medicine training
     program (focused on test reading) here in Jacksonville for all of your
     physicians and technician customers who require training and assistance for
     their new VNG private-label equipment. This seminar will include all
     training manuals, as well as the opportunity for hands on training for
     physicians and technicians and the opportunity for question and answer
     sessions with staff (underwritten by Preferred Provider Care.)

2.   Attendees are responsible for their own travel arrangements, all travel
     costs and incidentals.

3.   Ingen Technologies, Inc. will provide equipment, training and clinical
     support to the physician.





Contract will be valid for two years.



-----------------------------------
Scott Sand, CEO & Chairman


                                  Page 6 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand



                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

     THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO ACCEPT SERVICES
     FROM MEDICORE, INC. FOR EQUIPMENT, TRAINING AND CLINICAL SUPPORT. THAT
     SUPPORT INCLUDES THE FOLLOWING:


1.   Preferred Provider Care will provide a 2-day balance medicine training
     program (focused on test reading) here in Jacksonville for all of your
     physicians and technician customers who require training and assistance for
     their new VNG private-label equipment. This seminar will include all
     training manuals, as well as the opportunity for hands on training for
     physicians and technicians and the opportunity for question and answer
     sessions with staff (underwritten by Preferred Provider Care.)

2.   Attendees are responsible for their own travel arrangements, all travel
     costs and incidentals.

3.   Ingen Technologies, Inc. will refer physicians to MediCore, Inc., and
     MediCore will provide equipment, technician and clinical support to the
     physician.

4.   MediCore, Inc. will provide a contract agreement with the Physician
     regarding considerations for providing equipment, technician and clinical
     support.





     Accepted By: ______________________________    __________________
                         Physician Name                    Date



                                  Page 7 of 8


<PAGE>
                                 AGREEMENT Ingen Technologies, Inc. and Bob Sand



                                    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
================================================================================

1   1ea.   Model-4000A   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.                 3-Month Consultation Program for
                         unlimited balance telephone support
                         related to coding, pricing, billing & collections

                         Full Warranty 1-Year
                         Software Upgrades - No Charge


Grand Total                                                           $53,000.00

                          TAX and FREIGHT NOT INCLUDED

--------------------------------------------------------------------------------
50% DEPOSIT/50% DELIVERY        FOB: CALIMESA CA         DELIVERY: 2-4 WEEKS ARO
--------------------------------------------------------------------------------


                                  Page 8 of 8




<PAGE>

EXHIBIT 10.4

                             AGREEMENT Ingen Technologies, Inc. and David Winter

INGEN
TECHNOLOGIES, INC.
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 October, 2004, by and
between David Winter, an individual, further referred to as the ("Contractor"),
whose principal address is 10 Fairway Drive, Suite 125, Deerfield Beach, FL
33441; 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
     market physicians within the domestic United States to sell Secure
     Balance(TM) programs as described in Schedule-A. The Contractor also agrees
     to develop various markets for services for all of North America, as well
     as any future services that the Company deems authorized. The Company will
     use the Contractor as its' exclusive agent to provide those services
     described in Schedule-A.

C.   The Company authorizes export rights to the Contractor for all sales of the
     Secure Balance (TM) program outside the United States. The Contractor
     accepts to sell the Secure Balance (TM) program outside the United States.
     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 development
     and implementation of the services described in Schedule-A.

D.   The Company will provide product, installation, training, market
     assistance, 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 establishing sales of vestibular
     testing products for the Contractor's client base, and as such, the
     Contractor desires to use the Company's client base for delivering the
     services as described in Schedule-A.


                                  Page 1 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter


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 100,000
     Shares as Restricted Rule-144 public stock, in addition the Company will
     pay commissions of six thousand dollars ($6,000) for each VNG systems sold,
     and fifteen hundred dollars ($1,500) for each therapy system sold. Such
     acceptance will be in the form of a signed agreement between the customer
     and the Company. The said transaction will be verification of acceptance
     and submitted to 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-B. 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 not 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.

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.

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.


                                  Page 2 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter


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.

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.


                                  Page 3 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter


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.


                                  Page 4 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter


              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:         David Winter
                                  GLM Healthcare Services Inc.
                                  2263 NW 2nd Avenue, Ste 107
                                  Boca Raton, FL 33431
                                  (954) 428-1950


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:

                     ---------------------------------       ---------------
                     David Winter, Individual                     Date




     The Company:
                     /s/ Scott Sand                          October 1, 2004
                     ---------------------------------       ---------------
                     Scott Sand, CEO                              Date



                                  Page 5 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter



                                   SCHEDULE-A

                  SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC
                  --------------------------------------------


1.   Preferred Provider Care will provide a 2-day balance medicine training
     program (focused on test reading) here in Jacksonville for all of your
     physicians and technician customers who require training and assistance for
     their new VNG private-label equipment. This seminar will include all
     training manuals, as well as the opportunity for hands on training for
     physicians and technicians and the opportunity for question and answer
     sessions with staff (underwritten by Preferred Provider Care.)

2.   Attendees are responsible for their own travel arrangements, all travel
     costs and incidentals.

3.   Ingen Technologies, Inc. will provide equipment, training and clinical
     support to the physician.





Contract will be valid for two years.


-----------------------------------
Scott Sand, CEO & Chairman


                                  Page 6 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter


                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

     THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO ACCEPT SERVICES
     FROM MEDICORE, INC. FOR EQUIPMENT, TRAINING AND CLINICAL SUPPORT. THAT
     SUPPORT INCLUDES THE FOLLOWING:


1.   Preferred Provider Care will provide a 2-day balance medicine training
     program (focused on test reading) here in Jacksonville for all of your
     physicians and technician customers who require training and assistance for
     their new VNG private-label equipment. This seminar will include all
     training manuals, as well as the opportunity for hands on training for
     physicians and technicians and the opportunity for question and answer
     sessions with staff (underwritten by Preferred Provider Care.)

2.   Attendees are responsible for their own travel arrangements, all travel
     costs and incidentals.

3.   Ingen Technologies, Inc. will refer physicians to MediCore, Inc., and
     MediCore will provide equipment, technician and clinical support to the
     physician.

4.   MediCore, Inc. will provide a contract agreement with the Physician
     regarding considerations for providing equipment, technician and clinical
     support.




     Accepted By: ______________________________    __________________
                          Physician Name                  Date



                                  Page 7 of 8


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and David Winter



                                    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
================================================================================

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.                 3-Month Consultation Program for
                         unlimited balance telephone support
                         related to coding, pricing, billing & collections

                         Full Warranty 1-Year
                         Software Upgrades - No Charge


Grand Total                                                           $53,000.00

                          TAX and FREIGHT NOT INCLUDED

--------------------------------------------------------------------------------
50% DEPOSIT/50% DELIVERY         FOB: CALIMESA CA        DELIVERY: 2-4 WEEKS ARO
--------------------------------------------------------------------------------


                                  Page 8 of 8




<PAGE>

EXHIBIT 10.5

                             AGREEMENT Ingen Technologies, Inc. and Dr. Eskwitt.

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


                              CONTRACTING AGREEMENT

This Agreement made effective as of this 4th day of November, 2004, by and
between Donna Eskwitt, an individual, further referred to as the ("Contractor"),
whose principal address is 73061 Joshua Tree St., Palm Desert, CA 92260; 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 engage the services of the Contractor to be a member
     of the Advisory Board and provide professional evaluations of the Company's
     Secure Balance(TM) program as described in Exhibit-A. The Contractor is a
     licensed audiologist in the State of California, and specializes in
     audiological sciences. The Contractor also agrees to market the Secure
     Balance(TM) program to his peers, if and when desired.

C.   The Contractor has the expertise, knowledge and resources for development
     and implementation of the services described in Exhibit-A.

D.   The Company will provide product, installation, training, market
     assistance, 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 providing professional opinions and evaluations of the
     Secure Balance(TM) program.


                                  Page 1 of 6


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and Dr. Eskwitt.


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 as set forth in the above
     Recitals hereof, the Company agrees to issue 250,000 Shares of public stock
     that is Restricted under SEC Rule-144, in addition the Company will pay
     commissions of $2,000 for each VNG system sold, and $1,000 for each therapy
     system sold to leads provided by the Contractor. The Company will pay the
     Contractor $500 per hour to attend Advisory Board Meetings. Said meetings
     will take place via telephone conference between the Company and the
     Contractor, and said meetings will be scheduled within the convenience of
     the Contractor.

2.   Although the Contractor is not obligated to discuss or promote the Secure
     Balance(TM) program, the Company authorizes the Contractor to discuss,
     promote and market 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 her rights to provide said services
     within the United States. The Contractor agrees to provide her "best
     efforts" to deliver those services as described in the above recitals.

4.   The Contractor is only responsible to provide advice as an Advisory Board
     Member. The Company is responsible to provide all information,
     installation, training and support to the customer. The Company holds
     harmless the Contractor from all responsibility for all liabilities and
     malpractice associated in providing any advice regarding vestibular
     function testing and balance therapy.

5.   Except for the amounts paid to the Contractor as stated in paragraph-1 and
     within the Recitals herein, the Contractor shall not 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.

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.

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.


                                  Page 2 of 6


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and Dr. Eskwitt.


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 and/or
     competitor 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.


                                  Page 3 of 6


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and Dr. Eskwitt.


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.


                                  Page 4 of 6


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and Dr. Eskwitt.


               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:        Donna Eskwitt, Ph.D.
                                  73061 Joshua Tree St.
                                  Palm Desert, CA  92260

                                  (760) 836-9303  home
                                  (760) 836-9311 fax
                                  (760) 902-0922 cell


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:

                       ---------------------------------       ---------------
                       Donna Eskwitt, PhD                           Date



     The Company:
                       /s/ Scott Sand                          January 4, 2005
                       ---------------------------------       ---------------
                       Scott Sand, CEO                              Date



                                  Page 5 of 6


<PAGE>
                             AGREEMENT Ingen Technologies, Inc. and Dr. Eskwitt.


                                    EXHIBIT-A

                          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
================================================================================

1   1ea.   Model-4000A    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)

                          Full Warranty 1-Year
                          Software Upgrades - No Charge


Grand Total                                                           $53,000.00

                          TAX and FREIGHT NOT INCLUDED

--------------------------------------------------------------------------------
              NET 30 DAYS FOB: OCEANSIDE CA DELIVERY: 2-4 WEEKS ARO
--------------------------------------------------------------------------------


                                  Page 6 of 6




<PAGE>

EXHIBIT 10.6


                          AGREEMENT Ingen Technologies, Inc. and Elizabeth Waldl

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


                              CONTRACTING AGREEMENT

This Agreement made effective as of this 15TH DAY OF OCTOBER, 2005, by and
between Elizabeth S. Wald, an individual, further referred to as the
("Contractor"), whose principal address is 12437 Cardiff Drive, Tampa, Florida
33625; 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 engage the services of the Contractor provide
     telephone answering services from 8:30AM EST to 5:00PM PST. The Company
     will use the Contractor as its' exclusive agent to provide those services
     described in Schedule-A.

C.   The Contractor has the expertise, knowledge and resources for development
     and implementation of the services described in Schedule-A.

D.   The Company will provide the toll-free telephone number, and liability for
     all charges accordingly for telephone services.

E.   The Company desires to utilize the Contractor's expertise, knowledge and
     other resources for providing a telephone answering service as described in
     the above Recitals, and as such, the Contractor desires to provide the
     telephone answering services for the Company as described in Schedule-A.



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 300,000
     Shares of restricted public common stock, under SEC Rule-144, in addition
     the Company will pay a monthly fee of fifteen hundred dollars ($1,500.00)
     for the services described above and in Schedule-A. Said monthly service
     fee will be paid on the 1st and 15th of each month, whereas on the 1st of
     each month the Contractor will be paid $750.00, and again on the 15th of
     the same month.


                                  Page 1 of 6


<PAGE>
                          AGREEMENT Ingen Technologies, Inc. and Elizabeth Waldl


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

4.   The Contractor is only responsible to provide the telephone answering
     services. The Company is responsible to provide costs for installation,
     technical support and monthly telephone charges.

5.   Except for the amounts paid to the Contractor as stated in paragraph-1 and
     within the Recitals herein, the Contractor shall not 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

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.

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.


                                  Page 2 of 6


<PAGE>
                          AGREEMENT Ingen Technologies, Inc. and Elizabeth Waldl


     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 at any time with a thirty
     day written notice by either party.

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.


                                  Page 3 of 6


<PAGE>
                          AGREEMENT Ingen Technologies, Inc. and Elizabeth Waldl


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.


                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:       Elizabeth S. Wald
                                  12437 Cardiff Drive
                                  Tampa, Florida 33625

19.  This Agreement shall be governed and construed in accordance with laws of
     the State of California.


                                  Page 4 of 6


<PAGE>
                          AGREEMENT Ingen Technologies, Inc. and Elizabeth Waldl


     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:

                     ---------------------------------      ----------------
                     Elizabeth S. Wald , Individual              Date




     The Company:
                     /s/ Scott Sand                         October 12, 2005
                     ---------------------------------      ----------------
                     Scott Sand, CEO                             Date


                                  Page 5 of 6


<PAGE>
                          AGREEMENT Ingen Technologies, Inc. and Elizabeth Waldl


                                   SCHEDULE-A

CONTRACTOR RESPONSIBILITIES: TO ANSWER ALL INCOMING CALLS FROM 800-259-9622.
THIS IS OUR SALES NUMBER FOR CUSTOMERS WHO HAVE PURCHASED EQUIPMENT. ALL CALLS
SHOULD BE DEFERRED AS FOLLOWS:

     1.   ANY CUSTOMER CALLING ABOUT SECURE BALANCE SHOULD BE REFERRED TO GREGG
          WEDELL AS FOLLOWS:

     SECURE BALANCE NATIONAL SALES OFFICE
     1639 Embassy Dr., Unit-102
     West Palm Beach, FL 33401
     Toll-Free: (877) 330-3070
     Fax: (561)-640-6918
     Gpw1@adelphia.net

     2.   ANY CALLS REGARDING INVESTOR RELATIONS AND PURE PRODUCE SHOULD BE
          REFERRED TO CHRIS WIRTH AS FOLLOWS: ADMINISTRATIVE OFFICE

     35193 Avenue "A", Suite-C
     Yucaipa, California 92399
     Phone: (909) 790-7180
     Fax: (909) 790-7185
     Cell: 909-835-5700
     Chris@Ingen-Tech.com

     3.   ALL OTHER CALLS SHOULD BE SENT TO SCOTT SAND AT 951-675-3266.

     ANY PERSONAL CALLS SHOULD BE KEPT CONFIDENTIAL AND EMAILED TO THE
     APPROPRIATE PERSON. DO NOT FAX, LEAVE A VOICE MESSAGE OR USE ANY THRID
     PARTY PERSON TO PASS ON A PERSONAL CALL. PLEASE USE EMAIL.


                                  Page 6 of 6





<PAGE>

EXHIBIT 10.7


                           AGREEMENT Ingen Technologies, Inc. and Gary Hydrabadi

[INGEN LOGO]

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


                              CONTRACTING AGREEMENT

This Agreement made effective as of this 22ND DAY OF MARCH, 2005, by and between
GARY HYDRABADI, doing business as CARDIO-MED SYSTEMS, INC., further referred to
as the ("Contractor"), whose principal address is 22 Louis Drive Melville, NY
11747; 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 market physicians within the domestic United States to
         sell Secure Balance(TM) programs as described in Schedule-A. The
         Contractor also agrees to develop various markets for services for all
         of North America, as well as any future services that the Company deems
         authorized. The Company will use the Contractor as its' exclusive agent
         to provide those services described in Schedule-A.

C.       The Company authorizes export rights to the Contractor for all sales of
         the Secure Balance (TM) program outside the United States. The
         Contractor accepts to sell the Secure Balance (TM) program outside the
         United States. 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
         development and implementation of the services described in Schedule-A.

D.       The Company will provide product, installation, training, market
         assistance, 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 establishing sales
         of vestibular testing products for the Contractor's client base, and as
         such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.


                                   Page 1 of 8


<PAGE>

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 Sell the Secure Balance VNG system to the
         Contractor at a discounted price of $32,000.00, and the Secure Balance
         SportKAT therapy system for $13,000.00. For quantities of 3-5 systems,
         the Company will discount the selling price another 10%. The Contractor
         will sign an invoice and deposit 50% of the selling price prior to
         shipping. The remaining 50% will be paid upon delivery.

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-B. 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 not 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.

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.

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.


                                  Page 2 of 8


<PAGE>

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.

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.


                                  Page 3 of 8


<PAGE>

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.


                                  Page 4 of 8


<PAGE>

                    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:               Mr. Gary Hydrabadi, Vice President
                                              Cardio-Med Systems, Inc.
                                              22 Louis Drive
                                              Melville,  NY  11747
                                              631-367-4308
                                              631-367-2890 FAX

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:
                           /S/ GARY HYDRABADI                    March 22, 2005
                           ----------------------------------    ---------------
                           Mr. Gary Hydrabadi, Vice President         Date
                           Cardio-Med Systems, Inc.


         The Company:

                           /S/ SCOTT SAND                        March 22, 2005
                           ----------------------------------    ---------------
                           Scott Sand, CEO                            Date


                                  Page 5 of 8


<PAGE>

                                   SCHEDULE-A

                  SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC
                  --------------------------------------------


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will provide equipment, training and clinical
         support to the physician and on-site at the location where the
         purchased equipment resides. The Company agrees to provide on-site
         installation & training for 2 days.





Contract will be valid for two years.



-----------------------------------
Scott Sand, CEO & Chairman


                                  Page 6 of 8


<PAGE>

                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

         THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO ACCEPT
         SERVICES FROM MEDICORE, INC. FOR EQUIPMENT, TRAINING AND CLINICAL
         SUPPORT. THAT SUPPORT INCLUDES THE FOLLOWING:


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will refer the customer to others services,
         inclusive of but not limited to, Medicare regulations, report readings,
         and billing/claim processing consults. The customer receives 5 free
         hours of professional services.





         Accepted By: __________________________________      __________________
                                Physician Name                       Date


                                  Page 7 of 8


<PAGE>

<TABLE>
<S>     <C>
                                             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
---------------------------------------------------------------------------------------------------

         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
---------------------------------------------------------------------------------------------------
50% DEPOSIT/50% DELIVERY                 FOB: CALIMESA CA                   DELIVERY: 2-4 WEEKS ARO
---------------------------------------------------------------------------------------------------
</TABLE>

                                            Page 8 of 8




<PAGE>

EXHIBIT 10.8


                                 AGREEMENT Ingen Technologies, Inc. and Joe Lawn

[INGEN LOGO]

INGEN TECHNOLOGIES, INC.
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 October, 2004, by and
between Joe Lawn, an individual, further referred to as the ("Contractor"),
whose principal address is 306 Hampton Road, King Of Prussia, PA 19406; 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 market physicians within the domestic United States to
         sell Secure Balance(TM) programs as described in Schedule-A. The
         Contractor also agrees to develop various markets for services for all
         of North America, as well as any future services that the Company deems
         authorized. The Company will use the Contractor as its' exclusive agent
         to provide those services described in Schedule-A.

C.       The Company authorizes export rights to the Contractor for all sales of
         the Secure Balance (TM) program outside the United States. The
         Contractor accepts to sell the Secure Balance (TM) program outside the
         United States. 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
         development and implementation of the services described in Schedule-A.

D.       The Company will provide product, installation, training, market
         assistance, 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 establishing sales
         of vestibular testing products for the Contractor's client base, and as
         such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.


                                  Page 1 of 8


<PAGE>

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
         100,000 Shares as Restricted Rule-144 public stock, in addition the
         Company will pay commissions of $4,000 for each VNG systems sold, and
         $1,500 for each therapy system sold. Such acceptance will be in the
         form of a signed agreement between the customer and the Company. The
         said transaction will be verification of acceptance and submitted to
         the Contractor.

2.       The Company authorizes the Contractor to market, promote and sell the
         products and services of the Company as described in Exhibit-B. 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 not 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.

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.

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.


                                  Page 2 of 8


<PAGE>

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.

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.


                                  Page 3 of 8


<PAGE>

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.


                                  Page 4 of 8


<PAGE>


                           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:               Joe Lawn
                                                     306 Hampton Rd.
                                                     King Of Prussia, PA 19406
                                                     (610) 715-1495


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:

                           /S/ JOE LAWN                          October 1, 2004
                           ----------------------------------    ---------------
                           Joe Lawn, Individual                       Date


         The Company:

                           /S/ SCOTT SAND                        October 1, 2004
                           ----------------------------------    ---------------
                           Scott Sand, CEO                            Date


                                  Page 5 of 8


<PAGE>

                                   SCHEDULE-A

                  SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC
                  --------------------------------------------


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will provide equipment, training and clinical
         support to the physician.





Contract will be valid for two years.



-----------------------------------
Scott Sand, CEO & Chairman


                                  Page 6 of 8


<PAGE>

                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

         THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO ACCEPT
         SERVICES FROM MEDICORE, INC. FOR EQUIPMENT, TRAINING AND CLINICAL
         SUPPORT. THAT SUPPORT INCLUDES THE FOLLOWING:


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will refer physicians to MediCore, Inc., and
         MediCore will provide equipment, technician and clinical support to the
         physician.

4.       MediCore, Inc. will provide a contract agreement with the Physician
         regarding considerations for providing equipment, technician and
         clinical support.





         Accepted By: __________________________________      __________________
                                Physician Name                       Date


                                  Page 7 of 8


<PAGE>

<TABLE>
<S>     <C>
                                             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
---------------------------------------------------------------------------------------------------

         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)

                                            Full Warranty 1-Year
                                            Software Upgrades - No Charge


Grand Total                                                                             $53,000.00
                                                                                        ==========

                                   TAX AND FREIGHT NOT INCLUDED
---------------------------------------------------------------------------------------------------
  NET 30 DAYS                           FOB: OCEANSIDE CA                DELIVERY: 2-4 WEEKS ARO
---------------------------------------------------------------------------------------------------
</TABLE>

                                            Page 8 of 8




<PAGE>

EXHIBIT 10.9


 Contract Agreement between Ingen Technologies, Inc. and Lifetime Controls, Inc.

[INGEN LOGO]

INGEN TECHNOLOGIES, INC.


                              CONTRACTOR AGREEMENT

This is a Work for Hire agreement between INGEN TECHNOLOGIES, INC having its
principal office at 285 East County Line Road Calimesa, Ca 92320 (hereinafter
referred to as the "Company".), and Lifetime Controls Inc. whose local address
is 5813 Highland Springs Rd., Lakeport, Ca 95453, (hereinafter referred to as
the "Contractor").

PURPOSE OF AGREEMENT

The purpose of this Agreement is to establish terms and conditions for services
performed by the Contractor for the Company, in support of the Company's
software and or hardware engineering needs.

SCOPE OF AGREEMENT

The Contractor will perform all items within Attachement-A and Attachment-B for
a total cost of $69,420 and within a four (4) month period commencing on August
1, 2005. This is a work for hire agreement. The Contractor shall perform the
work, which is specified in the attachment. This Agreement includes only the
items that are described in this agreement. Any other items must be agreed to in
writing by both parties as extensions to this agreement. A schedule is attached
to this agreement. Either party may propose changes to this agreement. If
changes affect the schedule more than 30 days, a new schedule may be negotiated
and agreed to in writing by both parties.

TERMS OF AGREEMENT

This Agreement begins on 7-15-2005. The Contractor agrees to deliver the items
specified in the attachments within four (4) months of the commencement date.
Either the Company or the Contractor may terminate this Agreement at any time,
only with cause, by giving the other party forty-eight (48) hours written notice
of termination. If termination is due to failure to perform, the other party has
7 working days to correct the failure. In the event of termination all
confidentiality, assignment of intellectual property and warranties remain in
effect unless termination of these is agreed in writing by the Company.


                                  Page 1 of 7


<PAGE>

COMPENSATION

The Company will advance 50% and/or $34,710.00 of the total amount of the
contract to the Contractor. Upon successful completion of the contract, the
Company will pay the remaining 50% and/or $34,710.00. Failure to complete this
Contract by the Contractor will result in the reimbursement of all monies paid
by the Company.

THE CONTRACTOR IS AN INDEPENDENT CONTRACTOR

The Contractor is an independent contractor and is not an agent or employee of
the Company. The Contractor will be responsible for determining the manner and
means of fulfilling the contract and for all legal requirements applicable to
independent contractors. The Contractor will maintain his or her own business
operation. Neither the Contractor nor the Company intends to establish an
employer-employee relationship and both parties agree that the Contractor is not
an employee for state or federal tax purposes.

CONFIDENTIALITY REQUIREMENT

The Contractor shall maintain as confidential and proprietary any information
that the Company so identifies and any information that can reasonably be
presumed to be such. This obligation shall cease when such information becomes
publicly available by the Company or rightful publication by others.

ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

All rights, title, and interest in any intellectual property (conceived either
individually or jointly), including any inventions, patents, trademarks, or
copyrights and which arise out of the Contractor's performance under this
Agreement, are the property of the Company. Works of authorship created by the
Contractor for the Company in the performance of this Agreement are the works
made for hire as defined under U.S. Copyright Law.

WARRANTY AND INDEMNIFICATION

The Contractor warrants that any work performed under this Agreement will be
original, will not have been previously published in whole or in part, and will
not have been previously assigned, licensed or otherwise encumbered. In
performance of its obligations under this Agreement, the Contractor shall to the
best of the Contractor's knowledge and ability avoid infringement of any patent,
copyright, or trademark, or the disclosure of any trade secret or other
confidential and proprietary property of any other third party. Even when
permission has been obtained from the affected third parties, the Contractor
agrees that it shall not knowingly furnish or use any such patented or
copyrighted information or any such mask work or trademarks in the performance


                                  Page 2 of 7


<PAGE>

of this Agreement, nor shall the Contractor knowingly use the trade secrets or
other confidential and proprietary information of the Contractor or others,
without the prior written consent of the Company.

The Contractor shall indemnify the Company in the event of an infringement
action by any third party against the Company arising out of the Contractor's
willful use of any patents, copyrights, trademarks, trade secrets, or other
confidential and proprietary information as determined by a court of competent
jurisdiction Contractor and Company grant each other mutual waivers of
incidental and consequential damages. In the event that a claim is unsuccessful,
Contractor shall incur no liability.

MISCELLANEOUS

The provisions of this Agreement shall be governed by the laws of the State of
California, and all dispute resolution proceedings shall take place in the
appropriate forum in California. All disputes and disagreements (except for
matters for which injunctive relief is sought pending arbitration) shall be
resolved by binding arbitration before a single arbitrator in California in
accordance with the Rules of the American Arbitration Association.

ATTACHMENTS

The Contractor shall perform the following software development, hardware design
and programming, product consulting and general support for the OxyAlert(TM)
pursuant to the attachments contained herein.

WARRANTY

All engineering work will be warranted for one year from end of engineering
phases. During that time, any engineering labor that was done incorrectly, or
was clearly not in compliance with agreed any/all written specification(s),
shall be corrected at no cost. This Agreement sets forth the entire
understanding of the parties.


Both parties have read this Agreement and all of the attachments hereof, and
thereby understand and accept all of the terms and conditions set forth herein.



------------------------------------------------             -----------------
Scott R. Sand, CEO Ingen Technologies, Inc.                        Date


------------------------------------------------             -----------------
David Kimmich, President Lifetime Controls, Inc.                   Date


                                  Page 3 of 7


<PAGE>

ATTACHMENT-A

                                  SCOPE OF WORK

INGEN STAND ALONE FIXED VALUE OXYGEN TANK LOW PRESSURE
DETECTION AND ALERT SYSTEM DESIGN

A.       Fixed Value Stand Alone Tank Unit with:

         1.       Standard non rechargeable battery
         2.       Lights for normal operating, low battery, and alarm
         3.       Detection of removal for system shut down (based on ultra low
                  pressure)
         4.       Sounder to alert user of low pressure and low battery
         5.       Interfacing off the shelf pressure sensor
         6.       Integration of standard analog off the shelf gage
         7.       Modification of off the shelf plastic enclosure
         8.       PCB design, layout, and Gerber files (RF ready)
         9.       Integration of Gage, Sensor, PCB, and Enclosure
         10.      Support of production of first articles
         11.      Project management of process
         12.      Regular progress meetings
         13.      A four calendar month completion schedule (assuming no delays
                  beyond our control or those caused by others)

B.       Ingen will be responsible for non engineering services and material to
         include:

         14.      Tanks, regulators, devices to simulate pressure falling over a
                  short period to speed up development.
         15.      Any knowledge and hardware needed to facilitate engineering
                  groups understand of how to best interface to field devices
                  such as tanks & regulators.
         16.      One time non reoccurring engineering to make PCBs, enclosures,
                  and mechanical alterations to devices
         17.      Manufacturing costs for production level first articles
         18.      Parts and materials to produce first articles
         19.      Any expediting and or shipping needed to meet customer goals
                  in making first articles

                  [X] All costs incurred in section B will be with prior
                  knowledge and with prior approval by Ingen representative


                                  Page 4 of 7


<PAGE>

ATTACHMENT-B

      OxyAlert Tank Unit with LED, Sounder, and Transmitter Block Diagram





                             [DIAGRAM APPEARS HERE]






                                  Page 5 of 7


<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
        OXYALERT                                                               PROOF OF CONCEPT / PRODUCTION MODEL      6/23/2005
------------------------------------------------------------------------------------------------------------------------------------
        ELECTRONIC ENGINEERING DESIGN COSTS
------------------------------------------------------------------------------------------------------------------------------------
   1    TANK MODULE - ANALOG OF-THE -SHELF SENSOR - INTEGRATED                   ELECTRICAL   MECHANICAL   APPLICATION
        RADIO TRANSMITTER READY - ELECTRONIC DESIGN                              ENGINEERING  ENGINEERING  ENGINEERING  PHASE TOTAL
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>          <C>         <C>         <C>
        Micro Research & Test                                                         12                      4
        Battery Research & Test                                                        6                      8
        Gage/Sensor Integration                                                        4          8           8
        Sounder Research & Test                                                                               6
        1 line diagram                                                                 8                      2
        Mechanical drawings & Integration                                                        20
        Housing Design                                                                           12
        Board size & Component Layout                                                  8                      8
        Cad Layout of PCB                                                                        12
        PCB Trace Routing                                                                        20
        Test of PCB Circuit & components (prototype)                                  16                      4
        Re work & Re-test                                                              8                      4
        Stage & Initialize Micro                                                      14
        Wake up & Power Control                                                       16
        Battery Monitoring - Programming & Components                                 16
        Sleep Design for Battery Power Reduction                                      16
        Test Battery Consumption on circuit                                            8
        Peizo Sounder Integration                                                      2
        Low Batt LED Integration                                                       4
        TO State LED for Tank Status Integration                                       6
        Regulator/Filtering                                                            6
        Micro Programming (sounder, radio interface, static low pressure)             40
        Alpha Test first production unit                                               8                      8
        Re-work & Re-test                                                              8                      4
        Project meetings - 2 hours per meeting 2x per month - 6 months                12          0           12
        Documentation                                                                                         8
------------------------------------------------------------------------------------------------------------------------------------
   HRS                                                                                218        72           76          366
------------------------------------------------------------------------------------------------------------------------------------
  COST                                                                           $28,340.00   $9,360.00   $9,880.00   $ 47,580.00
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                                                                 ELECTRICAL   MECHANICAL   APPLICATION
    2   RADIO & CIRCUIT AS PART OF STAND ALONE UNIT                              ENGINEERING  ENGINEERING  ENGINEERING  PHASE TOTAL
------------------------------------------------------------------------------------------------------------------------------------
        Choose Eval Units                                                              8                      16
        Test Radios                                                                    8                      8
        Choose Micro
        1 line Diagram                                                                 6                      2
        Board Layout                                                                   8                      8
        Cad Layout                                                                                8
        PCB Routing                                                                              12
        Test of PCB Circuit                                                            8
        Test Components                                                                8
        Antenna design                                                                12
        Range Test                                                                                            8
        Re work & Re-test                                                              0                      8
        Micro Programming                                                             16
        Mechanical design & integration                                                           4
        Housing Design                                                                            4
        Alpha Test                                                                     8                      8
        Re-work & Re-test
        Documentation
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL                                                                               82         28           58          168
------------------------------------------------------------------------------------------------------------------------------------
  COSTS                                                                          $10,660.00   $3,640.00   $7,540.00   $ 21,840.00
------------------------------------------------------------------------------------------------------------------------------------
        PROJECT TOTAL                                                                                                 $ 69,420.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                             Page 6 of 7


<PAGE>
            PRODUCTION COST
            BUDGETARY ESTIMATES

-------------------------------------------------------------------------------
             STAND ALONE TANK UNIT W/GAGE/ 500 PSI    ESTIMATED      NOT TO
   Item #             ANALOG SWITCH/RADIO            PARTS COST    EXCEED NRE
-------------------------------------------------------------------------------
     1                   Microcomputer                 $10.00        $0.00
-------------------------------------------------------------------------------
     2                    Battery TBD                   $6.00        $0.00
-------------------------------------------------------------------------------
     3                      Crystal                     $3.30        $0.00
-------------------------------------------------------------------------------
     4                   Tri-state LED                  $1.50        $0.00
-------------------------------------------------------------------------------
     5                  Low Battery LED                 $0.83        $0.00
-------------------------------------------------------------------------------
     6                       Peizo                      $5.00        $0.00
-------------------------------------------------------------------------------
     8            Generic Gage with machining          $15.00       $250.00
-------------------------------------------------------------------------------
     9               Supporting Components              $9.90        $0.00
-------------------------------------------------------------------------------
     10                       PCB                      $16.50       $200.00
-------------------------------------------------------------------------------
     11                    Enclosure                   $18.00       $300.00
-------------------------------------------------------------------------------
     12                 Assembly & Test                $29.00       $850.00
-------------------------------------------------------------------------------
     13              3rd party Radio Board             $10.00       $250.00
-------------------------------------------------------------------------------
     15                3rd Party Sensor                $40.00      $1,000.00
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
    Estimated TOTAL per unit less than 50 units        $165.03     $2,850.00
-------------------------------------------------------------------------------

                   Actual cost may vary - if costs exceed 15%
                   additional, Ingen approval will be required


<TABLE>
ESTIMATED ENGINEERING TIME LINE
OXYALERT PROJECT TASK
------------------------------------------------------------------------------------------------------------------------------------
TANK UNIT              8/1  8/8  8/15  8/22  8/29  9/5  9/12  9/19  9/26  10/3  10/10  10/17 10/24  10/31  11/7  11/14  11/21  11/28
<S>                    <C>  <C>  <C>   <C>   <C>   <C>  <C>   <C>   <C>   <C>   <C>    <C>   <C>    <C>    <C>   <C>    <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
Sensor Procurement      X    X
------------------------------------------------------------------------------------------------------------------------------------
Selecting Components    X    X
------------------------------------------------------------------------------------------------------------------------------------
Draw Shematic                     X
------------------------------------------------------------------------------------------------------------------------------------
Layout PCB                              X     X
------------------------------------------------------------------------------------------------------------------------------------
Manufacture PCB                                     X     X
------------------------------------------------------------------------------------------------------------------------------------
Procure Components                            X     X     X
------------------------------------------------------------------------------------------------------------------------------------
Populate PCB                                                   X     X
------------------------------------------------------------------------------------------------------------------------------------
Program Micro                                                              X      X      X
------------------------------------------------------------------------------------------------------------------------------------
Mechanical Design                                   X
------------------------------------------------------------------------------------------------------------------------------------
Procure Enclosure                                         X
------------------------------------------------------------------------------------------------------------------------------------
Design Enclosure                                               X     X
------------------------------------------------------------------------------------------------------------------------------------
Manufacture Enclosure                                                      X      X      X
------------------------------------------------------------------------------------------------------------------------------------
Test Assembly                                                                                  X      X
------------------------------------------------------------------------------------------------------------------------------------
Re Program and Modify                                                                                        X      X
  System
------------------------------------------------------------------------------------------------------------------------------------
Final Test & Assembly                                                                                                     X      X
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DELIVERABLES

         1.       BATTERY OPERATED STAND ALONE OXYALERT WITH 500 PSI DETECTION,
                  OFF TANK SHUT DOWN, RF OUTPUT, LIGHTS AND ALERTS SOUNDS
         2.       RF DEMONSTRATION TO PC ACTING AS RECEIVER SHOWING DATA
                  TRANSMISSIONS FROM STAND ALONE UNIT
         3.       GERBER FILES
         4.       FIRMWARE CODE
         5.       MECHANICAL DRAWINGS

                                                            Page 7 of 7

<PAGE>

EXHIBIT 10.10


                           AGREEMENT Ingen Technologies, Inc. and MediCore, Inc.


ITI | INGEN TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
                              285 E. County Line Road, Calimesa California 92320
                                              (800) 259-9622 FAX: (800) 777-1186


                              CONSULTING AGREEMENT

 This Agreement made effective as of this 1st day of September, 2004, by and
between MediCore, a California Corporation doing business in the State of
California, further referred to as the ("Consultant"), whose principal corporate
offices are located at 14140 Ventura Blvd., Suite 204, Sherman Oaks, CA 91423;
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 market physicians within the domestic United States to
         sell VNG programs as described in Schedule-A. The Contractor also
         agrees to develop various markets for services for all of North
         America, as well as any future services that the Company deems
         authorized. The Company will use the Contractor as its' exclusive agent
         to provide those services described in Schedule-A.

C.       The Company grants exclusive export rights to the Contractor for all
         sales of the Secure Balance (TM) program outside the United States. The
         Contractor accepts the exclusive rights to export the Secure Balance
         (TM) program outside the United States. The Secure Balance (TM) program
         includes the services in Schedule-A and medical equipment as described
         in Exhibit-A.

C.       The Contractor has the expertise, knowledge and resources for
         development and implementation of the services described in Schedule-A.

D.       The Company will provide product, installation, training, market
         assistance, 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. If the customer
         decides to purchase the products sold by the Company, those items and
         pricing are listed in Exhibit-B. The company agrees to sell the same
         products to the Contractor at a discounted price of $ 27,000 for the
         VNG and $12,000 for the SportKat.


                                  Page 1 of 8


<PAGE>

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 establishing sales
         of vestibular testing products for the Contractor's client base, and as
         such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.



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
         500,000 Shares as Restricted Rule-144 common stock, in addition the
         Company will provide equipment to the Contractor for each VNG product
         sale that includes a signed Acceptance Agreement from the customer.
         Such acceptance will be in the form of a signed agreement between the
         customer and the Company. The said transaction will be verification of
         acceptance and submitted to the Contractor. If the customer decides to
         purchase a system, the Company agrees to pay a commission of 15% of the
         total sale to the Contractor.

2.       The Company authorizes the Contractor to market, promote and sell the
         products and services of the Company as described in Exhibit-B. 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 agrees to provide the services as described in
         Schedule-A. The Contractor is not obligated to any exclusive
         arrangements with the Company. The Company is not obligated to provide
         a minimum or maximum quota of customers to commit for the Contractor.
         The Contractor agrees to provide the services to the customer within 30
         days after the customer has received the merchandise as described in
         Exhibit-B and the Company has submitted the signed Acceptance
         Agreement, with full payment, to the Contractor .

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not 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.


                                  Page 2 of 8


<PAGE>

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.

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.


                                  Page 3 of 8


<PAGE>

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.

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.


                                  Page 4 of 8


<PAGE>

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.

                       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:               Inga Gefter, President
                                                 MediCore, Inc.
                                                 14140 Ventura Blvd., Suite 204
                                                 Sherman Oaks, CA 91423


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:

                           /S/ INGA GEFTER                     September 1, 2004
                           ---------------------------------   -----------------
                           Inga Gefter, President                    Date


         The Company:

                           /S/ SCOTT SAND                      September 1, 2004
                           ----------------------------------  -----------------
                           Scott Sand, CEO                           Date


                                  Page 5 of 8


<PAGE>

                                   SCHEDULE-A

        SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC. AND MEDICORE, INC.
        ----------------------------------------------------------------


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will refer physicians to MediCore, Inc., and
         MediCore will provide equipment, technician and clinical support to the
         physician.

4.       MediCore, Inc. will provide a contract agreement with the Physician
         regarding considerations for providing equipment, technician and
         clinical support.





Contract will be valid for two years.


-----------------------------------
Scott Sand, CEO & Chairman


                                  Page 6 of 8


<PAGE>

                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

         THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO ACCEPT
         SERVICES FROM MEDICORE, INC. FOR EQUIPMENT, TRAINING AND CLINICAL
         SUPPORT. THAT SUPPORT INCLUDES THE FOLLOWING:


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will refer physicians to MediCore, Inc., and
         MediCore will provide equipment, technician and clinical support to the
         physician.

4.       MediCore, Inc. will provide a contract agreement with the Physician
         regarding considerations for providing equipment, technician and
         clinical support.





         Accepted By: __________________________________      __________________
                                Physician Name                       Date


                                  Page 7 of 8


<PAGE>

<TABLE>
<S>     <C>
                                             EXHIBIT-B

                                   PRODUCT LIST SOLD TO CUSTOMER


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

Date: OPEN

SOLD TO: Client                                                        SHIP TO: Client

       ITEM       QTY      PART NO.                    DESCRIPTION                        PRICE
---------------------------------------------------------------------------------------------------

         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)

                                            Full Warranty 1-Year
                                            Software Upgrades - No Charge


Grand Total                                                                             $53,000.00
                                                                                        ==========

                                   TAX AND FREIGHT NOT INCLUDED
---------------------------------------------------------------------------------------------------
   NET 30 DAYS                         FOB: OCEANSIDE CA                   DELIVERY: 2-4 WEEKS ARO
---------------------------------------------------------------------------------------------------
</TABLE>

                                            Page 8 of 8




<PAGE>

EXHIBIT 10.11


           AGREEMENT Ingen Technologies, Inc. and Preferred Provider Care, Inc..


ITI | INGEN TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
                              285 E. County Line Road, Calimesa California 92320
                                              (800) 259-9622 FAX: (800) 777-1186


                              CONSULTING AGREEMENT

 This Agreement made effective as of this 1st day of August, 2004, by and
between PREFERRED PROVIDER CARE, INC., a Florida Corporation doing business in
the State of Florida, further referred to as the ("Consultant"), whose principal
corporate offices are located at 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 physician training and physician support services
         as described in Schedule-A. The Contractor also agrees to develop
         various markets for services for all of North America, as well as any
         future services that the Company deems authorized. The Company will use
         the Contractor as its' exclusive agent to provide those services
         described in Schedule-A.

C.       The Contractor has the expertise, knowledge and resources for
         development and implementation of the services described in Schedule-A.

D.       The Company will provide product, installation, training, market
         assistance, 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 establishing sales
         of vestibular testing products for the Contractor's client base, and as
         such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.


                                  Page 1 of 8


<PAGE>

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 pay to
         the Contractor a consulting fee of $3,500 (Three Thousand Five Hundred
         Dollars) for each VNG product sale that includes a signed Acceptance
         Agreement from the customer. The said fee will be paid only if the
         purchasing physician or institution agrees to and signs the Acceptance
         Agreement to utilize those services from the Contractor as described in
         Schedule-A. Such acceptance will be in the form of a signed agreement
         between the customer and the Company. The said transaction will be
         verification of acceptance and submitted to the Contractor. The Company
         agrees to submit the payment of $3,500 with the copy of the signed
         acceptance agreement. Attached is a sample Acceptance Agreement as
         Exhibit-A.

2.       The Company authorizes the Contractor to market, promote and sell the
         products and services of the Company as described in Exhibit-B. 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 agrees to provide the services as described in
         Schedule-A. The Contractor is not obligated to any exclusive
         arrangements with the Company. The Company is not obligated to provide
         a minimum or maximum quota of customers to commit for the Contractor.
         The Contractor agrees to provide the services to the customer within 30
         days after the customer has received the merchandise as described in
         Exhibit-B and the Company has submitted the signed Acceptance
         Agreement, with full payment, to the Contractor .

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not 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.

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.


                                  Page 2 of 8


<PAGE>

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 of EDI and/or Eye Dynamics, Inc. 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 Medtrak
         Technologies, Inc. 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.


                                  Page 3 of 8


<PAGE>

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.


                                  Page 4 of 8


<PAGE>

                           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:            Jacob Green, M.D., Principal
                                                  Preferred Provider Care, Inc.
                                                  3728 Philips Highway, Suite 31
                                                  Jacksonville, FL  32207
                                                  (904) 346-0707
                                                  Tax ID No. 59-2916814

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:

                           /S/ JACOB GREEN                       August 1, 2004
                           ---------------------------------     ---------------
                           Jacob Green, Principal                     Date


         The Company:
                           /S/ SCOTT SAND                        August 1, 2004
                           ----------------------------------    ---------------
                           Scott Sand, CEO                            Date


                                  Page 5 of 8


<PAGE>

                                   SCHEDULE-A

               SERVICES PROVIDED BY PREFERRED PROVIDER CARE, INC.


1.       For $3,500, Preferred Provider Care will provide a 2-day balance
         medicine training program (focused on test reading) here in
         Jacksonville for all of your physicians and technician customers who
         require training and assistance for their new VNG private-label
         equipment. This seminar will include all training manuals, as well as
         the opportunity for hands on training for physicians and technicians
         and the opportunity for question and answer sessions with staff
         (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Preferred Provider Care will provide all consumers the opportunity to
         purchase a 5-hour, intense training course DVD/VHS for $395.

4.       Preferred Provider Care will offer all seminar attendees the
         opportunity to attend further one-on-one training at our lab at the
         cost of $750 per person. Attendees will be responsible for their own
         travel arrangements, cost of travel, and incidentals.

5.       Preferred Provider Care will provide quality assurance VNG test reading
         assistance to all purchasing customers, via internet, fax or phone, for
         2 months, or 100 tests, whichever is reached first. Beyond this 2
         month, or 100 test, quality assurance testing reading assistance,
         should there be a need for additional help, there will be a $50 per
         test fee. All quality assurance test reading information will be
         forwarded to customers, usually with a 24-hour turnaround

6.       Preferred Provider Care will provide quarterly newsletters to all
         purchasing customers, which will include technical tips, advice and
         balance medicine updates.





Contract will be valid for two years.


-----------------------------------
Jacob Green M.D., PhD.


                                  Page 6 of 8


<PAGE>

                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

         THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO PAY $3,500
         FOR ADDITIONAL TRAINING AND CLINICAL SUPPORT FROM PREFERRED PROVIDER
         CARE. THAT SUPPORT INCLUDES THE FOLLOWING:

1.       For $3,500, Preferred Provider Care will provide a 2-day balance
         medicine training program (focused on test reading) here in
         Jacksonville for all of your physicians and technician customers who
         require training and assistance for their new VNG private-label
         equipment. This seminar will include all training manuals, as well as
         the opportunity for hands on training for physicians and technicians
         and the opportunity for question and answer sessions with staff
         (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Preferred Provider Care will provide all consumers the opportunity to
         purchase a 5-hour, intense training course DVD/VHS for $395.

4.       Preferred Provider Care will offer all seminar attendees the
         opportunity to attend further one-on-one training at our lab at the
         cost of $750 per person. Attendees will be responsible for their own
         travel arrangements, cost of travel, and incidentals.

5.       Preferred Provider Care will provide quality assurance VNG test reading
         assistance to all purchasing customers, via internet, fax or phone, for
         2 months, or 100 tests, whichever is reached first. Beyond this 2
         month, or 100 test, quality assurance testing reading assistance,
         should there be a need for additional help, there will be a $50 per
         test fee. All quality assurance test reading information will be
         forwarded to customers, usually with a 24-hour turnaround

6.       Preferred Provider Care will provide quarterly newsletters to all
         purchasing customers, which will include technical tips, advice and
         balance medicine updates.





         Accepted By: __________________________________      __________________
                                Physician Name                       Date


                                  Page 7 of 8


<PAGE>

<TABLE>
<S>     <C>
                                             EXHIBIT-B

                                   PRODUCT LIST SOLD TO CUSTOMER

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

Date: OPEN

SOLD TO: Client                                                        SHIP TO: Client


       ITEM       QTY      PART NO.                    DESCRIPTION                        PRICE
---------------------------------------------------------------------------------------------------

         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
---------------------------------------------------------------------------------------------------
50% DEPOSIT/50% DELIVERY                 FOB: OCEANSIDE CA                   DELIVERY: 2-4 WEEKS ARO
---------------------------------------------------------------------------------------------------
</TABLE>

                                            Page 8 of 8





<PAGE>

EXHIBIT 10.12


                     AGREEMENT Ingen Technologies, Inc. and Randy McKenzie, M.D.

[INGEN LOGO]

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


                              CONTRACTING AGREEMENT

This Agreement made effective as of this 10th day of February, 2005, by and
between Randolph McKenzie, an individual, further referred to as the
("Contractor"), whose principal address is 8366 Chimney Rock Blvd., Cordova TN
38016; 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 professional interpretations for physicians
         within the domestic United States that have purchased the Secure
         Balance(TM) program as described in Schedule-A. The Contractor is a
         licensed physician in the State of Tennessee, and specializes in
         otolaryngology. The Contractor also agrees to market the Secure
         Balance(TM) program to his peers, if and when desired. The Company will
         use the Contractor as its' exclusive agent to provide those services
         described in Schedule-A.

C.       The Contractor has the expertise, knowledge and resources for
         development and implementation of the services described in Schedule-A.

D.       The Company will provide product, installation, training, market
         assistance, 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 providing professional medical interpretations
         of vestibular function tests, as well as developing and promoting said
         services as described in the above Recitals for the purpose of
         establishing sales of vestibular testing products for the Company, and
         as such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.


                                  Page 1 of 7


<PAGE>

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
         250,000 Shares of public stock that is Restricted under SEC Rule-144,
         in addition the Company will pay commissions of $2,000 for each VNG
         system sold, and $1,000 for each therapy system sold to leads provided
         by the Contractor. Such acceptance will be in the form of a signed
         agreement between the customer and the Company. The said transaction
         will be verification of acceptance and submitted to the Contractor.

2.       The Company authorizes the Contractor 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 rights to provide said
         services within the United States. The Contractor agrees to provide his
         "best efforts" to deliver those services as described in Schedule-A.

4.       The Contractor is exclusively responsible to provide interpretations
         for vestibular function tests. The Company is responsible to provide
         installation, training and support to the customer. The Company
         understands that the Contractor will provide said interpretations at a
         specific rate, and that the payment for these services will be between
         the Contractor and the Customer. The Contractor accepts full
         responsibility for all liabilities and malpractice associated in
         providing medical interpretations for vestibular function testing.

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not 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.

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.

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.


                                  Page 2 of 7


<PAGE>

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
         and/or competitor 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.


                                  Page 3 of 7


<PAGE>

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.


                                  Page 4 of 7


<PAGE>

                           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:               Randolph McKenzie, M.D.
                                                     8366 Chimney Rock Blvd.
                                                     Cordova, TN 38016
                                                     (901) 522-6926


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:

                           /S/ RANDOLPH MCKENZIE               February 10, 2005
                           -------------------------------     -----------------
                           Randolph McKenzie, MD                     Date


         The Company:

                           /S/ SCOTT SAND                      February 10, 2005
                           --------------------------------    -----------------
                           Scott Sand, CEO                           Date


                                  Page 5 of 7


<PAGE>

                                   SCHEDULE-A

                  SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC
                  --------------------------------------------


1.       Randolph McKenzie, M.D. is an otolaryngologist and member of the
         American Academy of Otolaryngology and Head & Neck Surgeons, with
         experience in the readings, interpretation and diagnosis of vestibular
         function disorders.

2.       Dr. McKenzie and the Phsyician will engage in a Fee Agreement between
         both parties. The Physician desires to have Dr. McKenzie read and
         interpret vestibular function test results. Dr. McKenzie will provide
         the Fee Agreement at his own discretion.

3.       Ingen Technologies, Inc. will provide equipment, training and clinical
         support to the physician.




         Accepted By: __________________________________      __________________
                                Physician Name                       Date


                                  Page 6 of 7


<PAGE>

<TABLE>
<S>     <C>
                                             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
---------------------------------------------------------------------------------------------------

         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.                      Certified Installation and training
                                            (On-Site)                                   Included
                                            Software Upgrades - No Charge
                                            2-Day Clinical Workshop-Jacksonville, Fl.
                                            5 Hours of Billing Consulting


Grand Total                                                                             $53,000.00
                                                                                        ==========

                                   TAX AND FREIGHT NOT INCLUDED
---------------------------------------------------------------------------------------------------
  MW LEASING                              FOB: CALIMESA CA                DELIVERY: 1-2 WEEKS ARO
---------------------------------------------------------------------------------------------------
</TABLE>

                                            Page 7 of 7




<PAGE>

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.

                                  Page 1 of 7


<PAGE>

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.


                                  Page 2 of 7


<PAGE>

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.


                                  Page 3 of 7


<PAGE>

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.


                                  Page 4 of 7


<PAGE>

                           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




                                  Page 5 of 7


<PAGE>


                                   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.


                                  Page 6 of 7


<PAGE>

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

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
--------------------------------------------------------------------------------
50% DEPOSIT/50% DELIVERY      FOB: CALIMESA CA           DELIVERY: 2-4 WEEKS ARO
--------------------------------------------------------------------------------









<PAGE>

EXHIBIT 10.14


                       AGREEMENT Ingen Technologies, Inc. and Steve O'Hara, M.D.


[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 STEVE O'HARA, M.D., an individual, further referred to as the
("Contractor"), whose principal address is ; 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 be a member of the Medical Advisory Board. The Contractor
         is a licensed physician in the State of California, and specializes in
         Neurology. Specifically, the Contractor will work with other Medical
         Advisory Board members in reference to the Copmpany's Secure
         Balance(TM) program.

C.       The Contractor has the expertise, knowledge and experience with
         vestibular function testing and vestibular sciences.

D.       The Company desires to utilize the Contractor's expertise, knowledge
         and other resources for providing professional medical interpretations
         of vestibular function tests, as well as developing and promoting said
         services as described in the above Recitals for the purpose of
         establishing sales of vestibular testing products for the Company, and
         as such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.

NOW, THEREFORE, the Parties mutually agree as follows:

1.       In consideration of the Contractor furnishing the expertise, knowledge
         and experience, the Company agrees to issue 250,000 Shares of public
         stock that is Restricted under SEC Rule-144, in addition the Company
         will pay honorarium fees of $500 per hour for each hour of time
         required by the Contractor.


                                  Page 1 of 5


<PAGE>

2.       The Company authorizes the Contractor to promote the products and
         services of the Company related to the Secure Balance(TM) program. 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 conditions and terms specified herein, the Contractor
         accepts the above considerations and agrees to provide his "best
         efforts" to deliver those services. Those services include various
         Advisory Board Meetings, independent evaluations of the Company's
         Secure Balance(TM) program, and random discussions with potential
         physician customers that have questions regarding said programs.

4.       The Contractor is responsible to provide his personal knowledge and
         experience about vestibular function testing for the Medical Advisory
         Board. The Company holds the Contractor harmless of any/all liabilities
         related to the Company's services.

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not 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.

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.

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
         and/or competitor 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


                                  Page 2 of 5


<PAGE>

         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.

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.


                                  Page 3 of 5


<PAGE>

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.


                           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:               Steve O'Hara, M.D.

                                                     310-277-9535


                                  Page 4 of 5


<PAGE>

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:

                         ---------------------------------  ---------------
                         Steve O'Hara, MD                        Date




         The Company:
                         /s/ Scott Sand                     May 1, 2005
                         ---------------------------------  ---------------
                         Scott Sand, CEO                         Date


                                  Page 5 of 5




<PAGE>

EXHIBIT 10.15


              AGREEMENT Ingen Technologies, Inc. and Total Healthcare Compliance


[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 9th day of December, 2004, by
and between Bryant (Pete) Goldman, DBA Total Healthcare Compliance, LLC, further
referred to as the ("Contractor"), whose principal address is 1161 W Safari Dr.
Tucson, AZ. 85704-2804; and Ingen Technologies, Inc., A Public Georgia
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 engage the services of the Contractor to provide
         professional services in medical billing compliance and other various
         medical professional services that are offered within the domestic
         United States. These services will be offered to the Company's clients
         that have purchased the Secure Balance(TM) program as described in
         Exhibit-A. The Contractor also agrees to solicit the Secure Balance(TM)
         program to his peers, when desired. The Company will use the Contractor
         as its' exclusive agent to provide these services.

C.       The Contractor has the expertise, knowledge and resources for providing
         said services mentioned above.

D.       The Company will provide the clients to the Contractor. The Contractor
         will provide services for these clients in accordance to all laws of
         which govern the Contractor in this type of industry.

E.       The Company desires to utilize the Contractor's expertise, knowledge
         and other resources for providing professional medical services as
         described in the above Recitals, and as such, the Contractor desires to
         use the Company's client base for delivering said services.


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 the
         following:

                  a) The Company will issue 200,000 Shares of public stock that
                  is Restricted under SEC Rule-144 to the Contractor upon
                  signing of this Agreement.

                  b) The Company will pay commissions of $4,000 for each Secure
                  Balance(TM) VNG product sold as described in Exhibit-A on
                  leads delivered to the Company by the Contractor. Such
                  acceptance will be in the form of a signed agreement between
                  the client and the Company. The said transaction will be
                  verification of acceptance and submitted to the Contractor.


                                  Page 1 of 5


<PAGE>

                  c) The Company will pay the Contractor $500 for each Secure
                  Balance(TM) sale, providing the client accepts the
                  Contractor's services. The Contractor agrees to provide 5
                  hours of services for $500.

                  d) The Company will reimburse the Contractor for any/all
                  travel and lodging expenses associated with workshops that are
                  sponsored by the Company.

2.       The Company authorizes the Contractor to negotiate additional fee terms
         and conditions directly with the Company's client at any time. The
         Company is not responsible to set the fee rates for services rendered
         between the Contractor and the client outside the terms and conditions
         of any sale. Any contract and/or agreement for service fees will be
         between the Contractor and the Client. The Contractor will hold the
         Company harmless of any litigation or liabilities associated with any
         agreement, contract, verbal agreement or Contractor services that are
         between the Contractor and the client. Any other products and services
         offered by the Company are not a part of this Agreement and are not a
         material matter within this agreement.

3.       As a part of the services specified herein, the Contractor accepts the
         above considerations and understands his rights to provide said
         services within the United States. The Contractor agrees to provide his
         "best efforts" to deliver those services.

4.       The Contractor is only responsible to provide his/her services for
         vestibular function tests and balance therapy, and solicit the Secure
         Balance(TM) program. The Company is responsible to provide
         installation, training and support to the customer. The Contractor
         accepts full responsibility for all liabilities and malpractice
         associated in providing their services to the client.

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not 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.

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.

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 nonexclusive Agreement, the Contractor has the
         right to promote services, either directly and/or indirectly, to any
         entity and/or competitor 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.


                                  Page 2 of 5


<PAGE>

         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.

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.


                                  Page 3 of 5


<PAGE>

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.



                           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:               Bryant (Pete) Goldman
                                                     Total Healthcare Compliance
                                                     1161 W Safari Dr.
                                                     Tucson, AZ. 85704-2804
                                                     Phone: 520-742-0932
                                                     Cell Phone: 520-591-8579
                                                     Fax: 520-844-1153

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:

                         ---------------------------------  ----------------
                         Bryant Goldman,                          Date
                         Total Healthcare Compliance



         The Company:
                         /s/ Scott Sand                     December 9, 2004
                         ---------------------------------  ----------------
                         Scott Sand, CEO, IGTN                     Date


                                  Page 4 of 5


<PAGE>

                                    EXHIBIT-A

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

1  1ea.  Model-4000D  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)

                      Full Warranty 1-Year
                      Software Upgrades - No Charge


Grand Total                                                           $53,000.00

                          TAX and FREIGHT NOT INCLUDED
--------------------------------------------------------------------------------
         NET 30 DAYS       FOB: OCEANSIDE CA          DELIVERY: 2-4 WEEKS ARO
--------------------------------------------------------------------------------

                                  Page 5 of 5




<PAGE>

EXHIBIT 10.16


                  AGREEMENT Ingen Technologies, Inc. and Vertex Diagnostic, Inc.


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


                              CONSULTING AGREEMENT

         This Agreement made effective as of this 1st day of September, 2004, by
and between Vertex Diagnostics, Inc., a California Corporation doing business in
the State of California, further referred to as the ("Consultant"), whose
principal corporate offices are located at 3151 Cahuenga Blvd. West, Suite 100,
Los Angeles, CA 90068; and INGEN TECHNOLOGIES, INC., A Nevada Corporation and
Public Company, 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 market physicians within the domestic United States to
         sell VNG programs as described in Schedule-A. The Contractor also
         agrees to develop various markets for services for all of North
         America, as well as any future services that the Company deems
         authorized. The Company will use the Contractor as its' exclusive agent
         to provide those services described in Schedule-A.

C.       The Contractor has the expertise, knowledge and resources for
         development and implementation of the services described in Schedule-A.

D.       The Company will provide product, installation, training, market
         assistance, 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. If the customer
         decides to purchase the products sold by the Company, those items and
         pricing are listed in Exhibit-B. The company agrees to sell the same
         products to the Contractor at a discounted price of $ 27,000 for the
         VNG and $12,000 for the SportKat.

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 establishing sales
         of vestibular testing products for the Contractor's client base, and as
         such, the Contractor desires to use the Company's client base for
         delivering the services as described in Schedule-A.


                                  Page 1 of 8


<PAGE>

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
         500,000 Shares as Restricted Rule-144 common stock, in addition the
         Company will provide equipment to the Contractor for each VNG product
         sale that includes a signed Acceptance Agreement from the customer.
         Such acceptance will be in the form of a signed agreement between the
         customer and the Company. The said transaction will be verification of
         acceptance and submitted to the Contractor. If the customer decides to
         purchase a system, the Company agrees to pay a commission of 15% of the
         total sale to the Contractor.

2.       The Company authorizes the Contractor to market, promote and sell the
         products and services of the Company as described in Exhibit-B. 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 agrees to provide the services as described in
         Schedule-A. The Contractor is not obligated to any exclusive
         arrangements with the Company. The Company is not obligated to provide
         a minimum or maximum quota of customers to commit for the Contractor.
         The Contractor agrees to provide the services to the customer within 30
         days after the customer has received the merchandise as described in
         Exhibit-B and the Company has submitted the signed Acceptance
         Agreement, with full payment, to the Contractor .

5.       Except for the amounts paid to the Contractor as stated in paragraph-1
         and within the Recitals herein, the Contractor shall not 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.

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.


                                  Page 2 of 8


<PAGE>

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 of EDI and/or Eye Dynamics, Inc. 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 Medtrak
         Technologies, Inc. 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.

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.


                                  Page 3 of 8


<PAGE>

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.

                           Company:        Scott Sand, CEO & Chairman
                                           Ingen Technologies, Inc.


                                  Page 4 of 8


<PAGE>

                                           285 E. County Line Rd.
                                           Calimesa, CA 92320
                                           (800) 259-9622
                                           Tax ID No. 88-0429044

                           Contractor:     Ashot Tadevosyan
                                           Vertex Diagnostics, Inc.
                                           3151 Cahuenga Blvd. West, Suite 100
                                           Los Angeles, CA 90068

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:
                         ---------------------------------  -----------------
                         Ashot Tadevosyan, Principal              Date




         The Company:    /s/ Scott Sand                     September 1, 2004
                         ---------------------------------  -----------------
                         Scott Sand                               Date


                                  Page 5 of 8


<PAGE>

                                   SCHEDULE-A

   SERVICES PROVIDED BY INGEN TECHNOLOGIES, INC. AND PRECISE DIAGNOSTIC, INC.
   --------------------------------------------------------------------------


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will refer physicians to Precise Diagnostic,
         Inc., and Precise Diagnostic, Inc. will provide equipment, technician
         and clinical support to the physician.

4.       Precise Diagnostic, Inc. will provide a contract agreement with the
         Physician regarding considerations for providing equipment, technician
         and clinical support.


Contract will be valid for two years.


-----------------------------------
Scott Sand, CEO & Chairman


                                  Page 6 of 8


<PAGE>

                                    EXHIBIT-A

                         PHYSICIAN ACCEPTANCE AGREEMENT

         THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO ACCEPT
         SERVICES FROM PRECISE DIAGNOSTIC, INC. FOR EQUIPMENT, TRAINING AND
         CLINICAL SUPPORT. THAT SUPPORT INCLUDES THE FOLLOWING:


1.       Preferred Provider Care will provide a 2-day balance medicine training
         program (focused on test reading) here in Jacksonville for all of your
         physicians and technician customers who require training and assistance
         for their new VNG private-label equipment. This seminar will include
         all training manuals, as well as the opportunity for hands on training
         for physicians and technicians and the opportunity for question and
         answer sessions with staff (underwritten by Preferred Provider Care.)

2.       Attendees are responsible for their own travel arrangements, all travel
         costs and incidentals.

3.       Ingen Technologies, Inc. will refer physicians to Precise Diagnostic,
         Inc., and Precise Diagnostic, Inc. will provide equipment, technician
         and clinical support to the physician.

4.       Precise Diagnostic, Inc. will provide a contract agreement with the
         Physician regarding considerations for providing equipment, technician
         and clinical support.



         Accepted By: ______________________________ __________________
                           Physician Name                  Date


                                  Page 7 of 8


<PAGE>

                                    EXHIBIT-B

                          PRODUCT LIST SOLD TO CUSTOMER

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

Date: OPEN

SOLD TO: Client                                                 SHIP TO: Client

ITEM QTY  PART NO.         DESCRIPTION                                  PRICE
--------------------------------------------------------------------------------

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)

                     Full Warranty 1-Year
                     Software Upgrades - No Charge


Grand Total                                                           $53,000.00

                          TAX and FREIGHT NOT INCLUDED
--------------------------------------------------------------------------------
         NET 30 DAYS       FOB: OCEANSIDE CA          DELIVERY: 2-4 WEEKS ARO
--------------------------------------------------------------------------------


                                  Page 8 of 8




<PAGE>

EXHIBIT 10.17


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


This Consulting Agreement (the "Agreement"), effective as of this 2nd DAY OF
FEBRUARY, 2005 (the "Effective Date") is entered into by and between, NATIONAL
FINANCIAL COMMUNICATIONS CORP. DBA/ OTC Financial Network, a Commonwealth of
Massachusetts corporation 300 Chestnut St, Suite 200, Needham, MA 02492 (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.


                                       1


<PAGE>
         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 5,000,000 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: 2,500,000 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.


                                       2


<PAGE>

         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.


                                       3


<PAGE>

         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
         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:

NATIONAL FINANCE COMMUNICATIONS, INC.

If to the Company:

INGEN TECHNOLOGIES, INC.


                                       4


<PAGE>

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.

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:

NATIONAL FINANCE COMMUNICATIONS, INC.

Date:
     ------------------------

By:
    -------------------------
    Geoffrey Eiten, President


INGEN TECHNOLOGIES, INC.


Date: FEBRUARY 2, 2005
    ---------------------

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


                                       5




<PAGE>

EXHIBIT 10.18


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

This Consulting Agreement (the "Agreement"), effective as of this 18TH DAY OF
JANUARY, 2005 (the "Effective Date") is entered into by and between, HOPE
CAPITAL, 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.


                                       1


<PAGE>

         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 2,500,000 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: 1,200,000 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.


                                       2


<PAGE>

         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.


                                       3


<PAGE>

         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
         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:

HOPE CAPITAL, INC.

If to the Company:


                                       4


<PAGE>

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.

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:

HOPE CAPITAL, INC.

Date:
     ---------------------

By:
    ----------------------
    Curt Kramer, President


INGEN TECHNOLOGIES, INC.


Date: JANUARY 18, 2005
    ---------------------

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


                                       5





<PAGE>

EXHIBIT 10.19


                       CONSULTING AND MARKETING AGREEMENT
                       ----------------------------------

THIS AGREEMENT, made and entered into as of the 21ST day of FEBRUARY, 2005 by
and between XCEL ASSOCIATES, INC., a New Jersey corporation with offices located
at 224 Middle Road, Hazlet, New Jersey 07730 ("XAI") and INGEN TECHNOLOGIES,
INC., a Georgia corporation with offices located at 285 E. County Line Rd.
Calimesa, CA 92320 ("IGTN")


                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, XAI provides consultation and advisory services relating to
business management and marketing; and

         WHEREAS,IGTN desires to utilize XAI services in connection with its
operations.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, XAI and IGTN hereby agree as follows:


1.       CONSULTING AND MARKETING SERVICES. Effective as of the 21ST day of
         FEBRUARY, 2005 by and subject to the terms and conditions herein
         contained, XAI shall provide business management, marketing
         consultation and advisory services to IGTN. Such services shall
         include:

         (a)      Market Awareness to the Financial Community

         (b)      Assistance in Marketing of products and/or services and
                  setting up meetings with prospective clients and investors,

         In addition, XAI agrees to act as Company Contact for IGTN with regards
         to telephone inquiries and investor relations, and by providing this
         service will be fully authorized to represent IGTN in answering all
         investor related questions.

2.       PAYMENT. In consideration for the services of XAI to be provided
         hereunder, IGTN agrees to transfer to XAI 150,000 (ONE HUNDRED FIFTY
         THOUSAND) Free Trading shares of IGTN common stock each month for a
         period of SIX MONTHS, for a total of 900,000 (Nine Hundred Thousand)
         shares.


                                  Page 1 of 4


<PAGE>

3.       PERSONNEL. XAI shall be an independent contractor and no personnel
         utilized by XAI in providing services hereunder shall be deemed an
         employee of IGTN. Moreover, neither XAI nor any such person shall be
         empowered hereunder to act on behalf of IGTN. XAI shall have the sole
         and exclusive responsibility and liability for making all reports and
         contributions, withholdings, payments and taxes to be collected,
         withheld, made and paid with respect to persons providing services to
         be performed hereunder on behalf of IGTN, whether pursuant to any
         social security, unemployment insurance, worker's compensation law or
         other federal, state or local law now in force and in effect or
         hereafter enacted.

4.       XAI ASSISTANCE. IGTN agrees to provide XAI with such secretarial,
         clerical and bookkeeping assistance as XAI may reasonably request and
         shall otherwise cooperate with XAI personnel in their rendering of
         services hereunder. IGTN further agrees to provide XAI monthly a
         certified shareholder's list and on a weekly basis the DTC sheets (when
         available).

5.       TERM AND TERMINATION. This Agreement shall be effective from the 21ST
         day of FEBRUARY, 2005and shall continue in effect for a period of SIX
         MONTHS thereafter. This Agreement may be renewed and Optioned for an
         additional SIX MONTH term, upon mutual agreement of the parties.

6.       NON-ASSIGNABILITY. The rights, obligations, and benefits established by
         this Agreement shall not be assignable by either party hereto. This
         Agreement shall, however, be binding and shall inure to the benefit of
         the parties and their successors.

7.       CONFIDENTIALITY. Neither XAI nor any of its consultants, other
         employees, officers, or directors shall disclose knowledge or
         information concerning the confidential affairs of IGTN with respect to
         IGTN's business or finances that was obtained in the course of
         performing services provided for herein.

8.       LIMITED LIABILITY. Neither XAI nor any of its consultants, other
         employees, officers or directors shall be liable for consequential or
         incidental damages of any kind to IGTN that may arise out of or in
         connection with any services performed by XAI hereunder.

9.       GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New Jersey without giving
         effect to the conflicts of law principles thereof or actual domicile of
         the parties.


                                  Page 2 of 4


<PAGE>

10.      NOTICE. Notice hereunder shall be in writing and shall be deemed to
         have been given at the time when deposited for mailing with the United
         States Postal Service enclosed in a registered or certified postpaid
         envelope addressed to the respective party at the address of such party
         first above written, or at such other address as such party may fix by
         notice given pursuant to this paragraph.

11.      NO OTHER AGREEMENTS. This Agreement supersedes all prior
         understandings, written or oral, and constitutes the entire Agreement
         between the parties hereto with respect to the subject matter hereof.
         No waiver, modification or termination of this Agreement shall be valid
         unless in writing signed by the parties hereto.


IN WITNESS WHEREOF, IGTN and XAI have duly executed this Agreement as of the day
and year first above written.



                     COMPANY: INGEN TECHNOLOGIES, INC.



                     BY:  /S/ SCOTT SAND
                          -----------------------------------
                          Scott Sand, CEO & Chairman




                     XCEL ASSOCIATES, INC.



                     BY:  /S/ EDWARD MEYER, JR.
                          -----------------------------------
                          Edward Meyer, Jr., Chairman


                                  Page 3 of 4


<PAGE>

                              MAILING INSTRUCTIONS
                              --------------------

               Make certificates out to XCEL ASSOCIATES, INC. and
                         ship to the following address:


                                 XCEL ASSOCIATES
                                  224 MIDDLE RD
                                HAZLET, NJ 07730


            If you have any questions or concerns please call me at:

                                  732-264-3433.



                                  Page 4 of 4





<PAGE>

EXHIBIT 10.20


                            INGEN TECHNOLOGIES, INC.

                            STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (The "Agreement") is made and entered into this
15th day of October, 2004; by and between KHOO Yong Sin (the "Purchaser"), a an
Individual representing various investment groups, having its principal
offices/location at No. 21 Upper Weld Road, Singapore 207378, and Ingen
Technologies. Inc. (the "Seller", "Ingen" or the "Company"), a Goergia
corporation, having its corporate headquarters at 285 E. County Line Rd.,
Calimesa CA 92320;

                              W I T N E S S E T H:

         WHEREAS, the Seller has the authority to issue 5,000,000 shares (five
Million shares) of the Company's public common stock that is Registered and
Restricted under SEC Rule-144; and

         WHEREAS, the Seller is in the business of developing, manufacturing,
marketing and selling medical and commercial products; and

         WHEREAS, the Seller is desirous of selling shares of its common stock
at negotiated prices to sophisticated and knowledgeable investors for the
purpose of raising working capital and expanding its business in accordance with
its business plan; and


                                  Page 1 of 11


<PAGE>

         WHEREAS, the Purchaser is representing various investors and interested
in purchasing common shares of the Company's stock in accordance with the terms
and conditions set forth herein,

         WHEREAS, the parties hereto desire to set forth in writing their
understandings and agreements;

NOW, THEREFORE, in consideration of the following premises, representations,
warranties, covenants, and for other good and valuable consideration, the timely
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

1.       Sale of Shares
         --------------

Pursuant to the terms contained in this Agreement, the Purchaser hereby agrees
that it will tender the purchase price (the "Purchase Price") of $0.05 (Five
Cents) to buy up to 5,000,000 (Five Million) shares (the "Shares") of public
common stock issued by the Company and Restricted under Rule-144 pursuant to the
purchase schedule in Exhibit-A and made a part hereof. The total amount of
purchase being $ 250,000 (Two Hundred Fifty Thousand Dollars). This sum shall be
tendered in certified funds (cashier check or bank draft) and/or a wire transfer
to the bank account of the Company pursuant to the payment schedule attached and
made a part of herein as Exhibit-A. With the simultaneous payment and delivery
of the Purchase Price by the Purchaser to the Company, the Seller shall issue
and deliver to the Company immediate tender for the said shares of common stock
referenced herein for value of the purchase amount received by the Purchaser.
The Company shall be responsible for assuring that the purchased shares are duly
recorded with the Stock Transfer Agent referred to as Executive Registrar and
Transfer Agency, Inc., located in Englewood, Colorado, and as fully assessable
and paid stock in the corporate stock register and with the records of the
Company's stock transfer agent. Said event shall hereinafter be known as the
"Closing."


                                  Page 2 of 11


<PAGE>

All parties further acknowledge that they have had the opportunity to hire
counsel of their own choosing to serve as counselors and advisors in this
transaction.

2.       Representations and Warranties of Seller.
         -----------------------------------------

As a material inducement to Purchaser to enter into this Agreement, Seller
hereby makes the following representations and warranties, effective as of the
date hereof and AT Closing;

(a) The execution and delivery of this Agreement and the consummation of the
transaction contemplated hereby does not, and as of Closing shall not, violate
any provision of any existing law or regulation, or any mortgage, indenture,
security agreement, contract, or other agreement to which Seller is a party.

(b) Seller has the full, absolute, and entire power and legal rights to execute,
deliver and perform this Agreement and to consummate the transaction
contemplated hereby.

(c) The Shares to be sold to Purchaser are free and clear of all liens and other
encumbrances.

(d) Each share sold by the Seller to the Purchaser pursuant to this Agreement
shall be a validly issued, fully paid and nonassessable share of unrestricted
common stock of the Corporation.

(e) The Company is a corporation duly incorporated, organized, validly existing
and in good standing under the laws of its' jurisdiction of incorporation and
the Company has the requisite corporate power to carry on its business as now
being conducted.


                                  Page 3 of 11


<PAGE>

(1) The Seller makes no warranties and representations whatsoever, whether
express or implied, either directly or indirectly, pertaining to the market
value of the Shares or the Company. The Purchaser's decision to buy the Shares
referenced herein are the result of the Purchaser's own due diligence, research
and investigation. The Purchaser acknowledges that it has been advised by the
Company that there currently exists no public market for the sale of its Shares,
The value of the Company and its equities will in the future depend upon
circumstances that are, in many instances, within the control of the Company or
its officers and directors. These factors include, but are not limited to, the
public's perception of and need for the Company's products, the types and prices
of competing products, AND the ability of the Company to implement its business
plan.

3.       Representations and Warranties of Purchaser
         -------------------------------------------

As a material inducement to Seller to enter into this Agreement, Purchaser
Hereby make the following representations and warranties, effective as of the
date hereof and at Closing:

(a) The execution and delivery of this Agreement and the consummation of the
transaction contemplated hereby does not, and as of Closing shall not violate
any provision of any existing law or regulation, or any mortgage, indenture,
security agreement, contact, or other agreement to which Purchaser is a party.

(b) Purchaser has the full, absolute, and entire power and legal right to
execute, deliver and perform Ibis Agreement and to consummate the transaction
contemplated hereby.

(c) Purchaser has sufficient knowledge and experience in investing in companies
similar to the Corporation, in terms of the Corporation's stage of development,
so as to be able to evaluate the risks and merits of its investment in the
Seller's Shares, and it is able financially to bear the risks thereof


                                  Page 4 of 11


<PAGE>

(d) Purchaser has undertaken all due diligence which it deemed necessary or
appropriate and, in furtherance thereof, has had an opportunity to discuss with
the Seller all material aspects and conditions of the Corporation, including the
management and financial affairs of the Corporation, and to obtain information
and examine all documents relating to the Corporation. All questions asked by
the Purchaser have been answered to its full satisfaction, and all information
and documents, records and books pertaining to this investment the Purchaser has
requested have been made available to it.

(e) The Shares being purchased by Purchaser are being provided to various
investors, and as such the Purchaser shall provide instructions to the Seller
regarding issuing the shares in each of the names of the investors. The
Purchaser shall provide the Seller the name in which the certificate should be
issued, the amount of shares to be issued, the address and tax identification of
the name in which the shares are to be issued.

(f) Purchaser understands that the Seller is a public company. Accordingly,
Purchaser understands and acknowledges that the Shares are registered under the
Securities Act of 1933 (the "Act") pursuant to Section 4(2) thereof or Rule 505
and Rule 506 promulgated under the Act.

(g) Purchaser recognizes that an investment in the Shares involves a degree of
risk, and it is fully cognizant of and understands all of the risk factors
related to the purchase of the Shares, and Purchaser has negotiated the terms
and conditions of this Agreement in consideration thereof.

(h) Purchaser warrants and represents that it has had the opportunity to retain
counsel of its' own choosing to advise it and to review and negotiate the terms
and conditions of this transaction.


                                  Page 5 of 11


<PAGE>

4.       Conditions Precedent to the Obligations of Purchaser.
         -----------------------------------------------------

All obligations of Purchaser to close on the sale and purchase pursuant to this
Agreement shall be subject to the following conditions:

(a) The Seller shall deliver to the Transfer Agent within the time stipulated in
this Agreement the certificates representing the Shares.

(b) The Stockholders of the Corporation representing a majority of shares
authorized and issued shall consent to the execution by Seller of this
Agreement.

(c) In the event that the Purchaser is not able to meet or complete the Purchase
Schedule in Exhibit-A, the Seller may terminate this Agreement by serving
written notice to the Purchaser and the termination shall be effective seven (7)
days from the date of said written notice. Upon termination, either party shall
not have any claims against the other party.

5.       Expenses.
         ---------

Each party hereto shall pay its own expenses in connection with the transaction
contemplated hereby, whether or not such transaction shall be consummated.

6.       Brokerage.
         ----------

Each party hereto will indemnify and hold harmless the other from and in respect
to any claim for brokerage or other commissions relative to this Agreement or to
the transactions contemplated hereby, based in any way on agreements,
arrangements or understandings made & claimed to have been made by such party
with any third party.


                                  Page 6 of 11


<PAGE>

7.       Assignability.
         --------------

This Agreement and the burdens and benefits hereunder are not assignable by
either party without the prior written consent of the other party. The Seller
understands that the Purchaser is representing various investors, and therefore
the Seller authorizes the Purchaser to provide instructions regarding the name
in which each share certificate should be issued. The Purchaser will represent
each of his investors under the terms and conditions herein.

8.       Notices.
         --------

All notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered in person or by overnight courier (with proof of
receipt requested) or mailed by certified or registered mail, return receipt
requested, addressed as follows:

(a) If to the Seller, to Scott Sand, Chairman of Ingen Technologies, Inc.

(b) If to the Purchaser, to or at such other address or addresses as shall have
been furnished by one party to the other in the manner specified in this
paragraph 8.

9.       Governing Law.
         --------------

This Agreement shall be governed by and construed in accordance with the laws of
the State of Georgia without giving effect to the conflict of law provisions
thereof.

10.      Headings.
         ---------

The descriptive headings of the several provisions and sections of this are
inserted for convenience only and do not constitute a part of this Agreement.


                                  Page 7 of 11


<PAGE>

11.      Entire Agreement.
         -----------------

This Agreement including the Exhibits hereto constitutes the entire agreement of
the parties with respect to the subject matter hereof. All Exhibits hereto are
incorporated herein by reference.

12.      Counterparts.
         -------------

This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

13.      Changes and Waiver.
         -------------------

No change or modification of this Agreement shall be valid unless the same is in
writing and signed by all parties. No waiver of any provision of this Agreement
shall be valid unless in writing and signed by the person against whom the
provision is sought to be enforced. The failure of any party at any time to
insist upon strict performance of any condition, promise, agreement or
understanding set forth herein shall not be construed as a waiver or
relinquishment of the right to insist upon strict performance of the same or any
other condition, promise, agreement or understanding at a future time.

14.      Survival of Representations and Warranties.
         -------------------------------------------

All of the representations and warranties contained in this Agreement shall
survive (i) the execution of this Agreement and any other documents related
thereto and (ii) the transfer of the Shares to the Escrowee and ultimately to
the Purchaser and shall not be merged therein.


                                  Page 8 of 11


<PAGE>

15.      Invalid Provisions.
         -------------------

Should any portion of this Agreement be declared invalid or unenforceable for
any reason, it shall be modified and adjusted rather than voided, if possible to
achieve the material intent of the parties. Any invalidity of any provision of
this Agreement shall not affect any other provisions of this Agreement, which
shall be deemed enforceable and valid to the maximum extent possible.

16.      Facsimiles.
         -----------

Facsimile or email transmissions of this Agreement, when duly executed by the
parties or their authorized representatives shall be as effective and legally
binding as executed originals of this Agreement.

17.      Exhibits to the Agreement.
         --------------------------

The following documents have been provided to the Purchaser and shall be deemed
to be part of this Agreement and are furnished by the Seller to the Purchaser to
inform it of the Company's activities and plans.

i)       Corporate Charter
ii)      Certificate of Good Standing
iii)     Financial Statement
iv)      Tax Returns
v)       Patents & Trademarks


                                  Page 9 of 11


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the year and date first written above.



          Purchaser:

          /S/ KHOO Yong Sin                                    October 15, 2004
          -------------------------------------------          ----------------
          KHOO Yong Sin                                              Date
          No. 21 Upper Weld Road
          Singapore, 207378
          Tel: +65 9746 8288



          Ingen Technologies, Inc.

          /S/ SCOTT R. SAND                                    October 15, 2004
          -------------------------------------------          ----------------
          Scott R. Sand, Chairman and CEO                            Date


                                 Page 10 of 11


<PAGE>

                                    EXHIBIT-A

PURCHASE SCHEDULE:


The Purchaser agrees to pay $50,000 on or before November 15, 2004

The Purchaser agrees to pay $100,000 on or before December 15, 2004

The Purchaser agrees to pay $100,000 on or before January 15, 2005


                                 Page 11 of 11




<PAGE>

EXHIBIT 10.21

        Agreement for Business Consulting between Ingen Technologies & Ed Whelan


                            INGEN TECHNOLOGIES, INC.

                          BUSINESS CONSULTING AGREEMENT

AGREEMENT, made and entered into October 15, 2004, by and between Edward T.
Whelan, Individually of Grace Holdings, Inc. a Maryland Corporation with offices
located at 135 First Street, Keyport NJ 07735 ("Grace and Whelan"), and Ingen
Technologies, Inc., a Georgia Corporation with offices located at 285 E. County
Line Road, Calimesa, CA 92320 ("CRTZ").

                              W I T N E S S E T H:

         WHEREAS, Grace and Whelan provide consultation and advisory services
relating to business management and marketing; and

         WHEREAS, CRTZ desires to utilize the services of Whelan and Grace in
connection with its operations.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Whelan/Grace and CRTZ hereby agree as follows:

1. CONSULTING SERVICES. Effective as of October 15, 2004, by and subject to the
terms and conditions herein contained, Grace and Whelan shall provide business
management, marketing consultation and advisory services to CRTZ. Such services
shall include (a) the preparation, implementation and monitoring of business and
marketing plans, (b) advice concerning production layout and planning and
internal controls and (c) such other managerial assistance as Whelan and Grace
shall deem necessary or appropriate for CRTZ's business.

2. PAYMENT. In consideration for the services of Grace and Whelan to be provided
CRTZ shall issue to 1,000,000 restricted CRTZ shares. The shares are to be
issued in the name and amounts as described in Exhibit-A and made a part of this
Agreement. Please have all the certificates delivered to 135 First Street,
Keyport NJ 07735. CRTZ shall in respect to each month during the term of this
agreement issue a number of restricted shares determined by dividing $6,000 by
the product of 80% and the average low price for CRTZ common stock during such
month. CRTZ shall also issue to Grace or its designee five-year options to
purchase an equivalent number of shares of our common stock at a price of 120%
of the average low price per share.

3. EXPENSES. CRTZ shall reimburse Whelan for all pre-approved travel and other
expenses incurred by it in rendering services hereunder, including any expenses
incurred by consultants when such consultants are temporarily located outside of
the metropolitan New York, area for the purpose of rendering services to or for
the benefit of CRTZ pursuant to this Agreement. Whelan and Grace shall provide
receipts and vouchers to CRTZ for all expenses for which reimbursement is
claimed.


                                  Page 1 of 4


<PAGE>

4. INVOICES. All pre-approved invoices for services provided to CRTZ and
expenses incurred by Whelan and Grace in connection therewith shall be payable
in full within fifteen (15) days of the date of such invoice. Payment of
invoices shall be wire to Grace Holdings, Inc. Account: 9489495934 -- ABA:
021200339 Fleet Bank, 1300 Highway 36, Hazlet, NJ 07730, 732-264-8152 or made by
check made payable to Grace Holdings, Inc. and mailed to 135 First Street,
Keyport NJ 07735 within the allotted ten (10) days.

5. PERSONNEL. Whelan and Grace shall be an independent contractor and no
personnel utilized by Whelan and Grace in providing services hereunder shall be
deemed an employee of CRTZ. Moreover, neither Whelan nor Grace nor any other
such person shall be empowered hereunder to act on behalf of CRTZ. Whelan and
Grace shall have the sole and exclusive responsibility and liability for making
all reports and contributions, withholdings, payments and taxes to be collected,
withheld, made and paid with respect to persons providing services to be
performed hereunder on behalf of CRTZ, whether pursuant to any social security,
unemployment insurance, worker's compensation law or other federal, state or
local law now in force and effect or hereafter enacted.

6. TERM AND TERMINATION. This Agreement shall be effective from October 15,
2004, and shall continue in effect for a period of 12 months thereafter. This
Agreement may be renewed for a provisional six-month period thereafter, upon
mutual agreement of the parties.

7. NON-ASSIGNABILITY. The rights, obligations, and benefits established by this
Agreement shall not be assignable by either party hereto. This Agreement shall,
however, be binding upon and shall inure to the benefit of the parties and their
successors.

8. CONFIDENTIALITY. Neither Whelan nor Grace nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of CRTZ with respect to CRTZ's business or
finances that was obtained in the course of performing services provided for
herein.

9. LIMITED LIABILITY. Neither Whelan and Grace nor any of its consultants, other
employees, officers or directors shall be liable for consequential or incidental
damages of any kind to CRTZ that may arise out of or in connection with any
services performed by Whelan and Grace hereunder.

10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.

11. NOTICE. Notice hereunder shall be in writing and shall be deemed to have
been given at the time when deposited for mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed to the
respective party at the address of such party first above written or at such
other address as such party may fix by notice given pursuant to this paragraph.


                                  Page 2 of 4


<PAGE>

12. NO OTHER AGREEMENTS. This Agreement supersedes all prior understandings,
written or oral, and constitutes the entire Agreement between the parties hereto
with respect to the subject matter hereof. No waiver, modification or
termination of this Agreement shall be valid unless in writing signed by the
parties hereto.

This Agreement may be executed in counterparts, each of who shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.


IN WITNESS WHEREOF, CRTZ, WHELAN AND CRTZ HAVE DULLY EXECUTED THIS AGREEMENT AS
OF THE DAY AND YEAR FIRST ABOVE WRITTEN.


INGEN TECHNOLOGIES, INC.


/S/ SCOTT SAND
---------------------------------
SCOTT SAND, CEO & CHAIRMAN


/S/ EDWARD T. WHELAN
---------------------------------
BY:  EDWARD T. WHELAN, PERSONALLY



GRACE HOLDINGS, INC.


/S/ EDWARD T. WHELAN
---------------------------------
BY:  EDWARD T. WHELAN, PRESIDENT


                                  Page 3 of 4


<PAGE>

                                        EXHIBIT-A

          52-2226020                                        500,000
          Grace Holdings, Inc.
          Harbor View Unit 2-F
          135 First Street, Unit 2-F
          Keyport, NJ 07735

          52-6993865                                        250,000
          Atlantic Investment Trust
          Richard H. Tanenbaum, Esq., Trustee
          7315 Wisconsin Avenue, Suite 775 N
          Bethesda, Maryland 20814

          ###-##-####                                       250,000
          Ms. Caroline Holdridge
          3940 Becket Street
          Colorado Springs, CO 80906
                                                       -------------
                                                          1,000,000
                                                       =============


                                  Page 4 of 4




<PAGE>

EXHIBIT 10.22


             Agreement for Finders Fee with Ingen Technologies, Inc. & Ed Whelan


                            INGEN TECHNOLOGIES, INC.

                          AGREEMENT FOR A FINDER'S FEE
                          ----------------------------

         AGREEMENT, made and entered into October 1, 2004, by and between Edward
T. Whelan, Individually of Grace Holdings, Inc. a Maryland Corporation with
offices located at 135 First Street, Keyport NJ 07735 ("Grace and Whelan"), and
Ingen Technologies, Inc., a Georgia Corporation with offices located at 285 E.
County Line Road, Calimesa, CA 92320 ("CRTZ").

                              W I T N E S S E T H:

         It is agreed that, Whelan and Grace are appointed effective October 1,
2004, as non-exclusive finder for a period of 6 months by CRTZ. Should Whelan
and Grace introduce or assist with a Company, individual investor or any
prospect for business investment or combination, and CRTZ or its nominee, or any
affiliated company or person acting on behalf of CRTZ, directly or indirectly,
wish to negotiate with said prospect and ultimately, a legal binding transaction
is effected with the prospect, either by debt or equity investment, acquisition,
consolidation, merger, purchase of assets or through any form or union with said
prospect within twelve (12) months from date of submission by Whelan and Grace,
to CRTZ or its nominee, or any affiliated company or person acting on CRTZ's
behalf, by virtue of this Agreement recognizes Whelan and Grace as the "Finder
of Record," acknowledge hereby that Whelan and Grace is deemed a
"Party-in-Interest" to the proposed transaction(s) and is further deemed to be a
principal party to any closing or series of closings required to fully effect
the transaction(s) contemplated hereby and will protect Whelan and Grace's
position with respect to Whelan and Grace's Finder's Fee, as listed in Fee
Schedule below. This fee is to be paid to Whelan and Grace at the time of said
closing(s), or as mutually agree by Certified or Bank Check only, calculated on
the total value of the transaction(s) on the basis of the Fee Schedule as herein
below described.

                                  FEE SCHEDULE

5% ON THE VALUE OF EACH TRANSACTION OF                           $1,000,000;PLUS
4% ON THE SECOND                                                 $1,000,000;PLUS
3% ON THE THIRD                                                  $1,000,000;PLUS
2% ON THE FOURTH                                                 $1,000,000;PLUS
1% ON THE VALUE OF EACH TRANSACTION IN THE EXCESS OF $5,000,000.


                                  Page 1 of 2


<PAGE>

         As such, a 5% fee would be paid on the first million dollars obtained a
4% fee would be paid on the second million dollars, a 3% fee would be paid on
the third million dollars, a 2% fee would be paid on the fourth million dollars
and a 1% fee would be paid on all additional monies raised.

         Consideration is defined as all cash, payments in stock, options, fees,
notes, leases or other evidences of indebtedness. It is intended to include the
total value of any investment, debt or equity, earn out, or consulting
agreements, covenants, assets, standby facilities or instruments of credit of
any kind to be given or committed to be given in connection with the prospective
transaction(s) contemplated herein, and/or assumption of debt. Whelan and
Grace's fee shall be based upon all of the foregoing.

         Whelan and Grace, at either's option, may elect to obtain all or part
as mutually agreed of its fee in shares of stock of the Company in lieu of cash.
The stock shall be valued at eighty percent (80%) of its most recent bid price
for the purpose of conversion to its cash value in this transaction. This
Agreement shall be binding upon the parties hereto, their heirs, estates,
successors and assigns.

This Agreement may be executed in counterparts, each of who shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

IN WITNESS WHEREOF, CRTZ, Whelan and CRTZ have dully executed this Agreement as
of the day and year first above written.

INGEN TECHNOLOGIES, INC.


/S/ SCOTT SAND
---------------------------------
SCOTT SAND, CEO & CHAIRMAN


/S/ EDWARD T. WHELAN
---------------------------------
BY:  EDWARD T. WHELAN, PERSONALLY



GRACE HOLDINGS, INC.


/S/ EDWARD T. WHELAN
---------------------------------
BY:  EDWARD T. WHELAN, PRESIDENT


                                  Page 2 of 2




<PAGE>

EXHIBIT 10.23


              Agreement for Options between Ingen Technologies, Inc. & Ed Whelan


                            INGEN TECHNOLOGIES, INC.

                                OPTION AGREEMENT

Option Agreement (this "AGREEMENT") made as of January 18, 2005 (the "GRANT
DATE"), by and between Grace Holdings, Inc. a Maryland Corporation with offices
located at 135 First Street, Keyport NJ 07735 and Ingen Technologies, Inc., a
Georgia Corporation with offices located at 285 E. County Line Road, Calimesa,
CA 92320 ("CRTZ").
(the "COMPANY"), and Grace Holdings, Inc. ("GRANTEE"),

1. GRANT OF OPTION. In consideration of Grantee's willingness to enter into a
Business Consulting Agreement with the Company, the Company hereby grants to
Grantee, as of the Grant Date, a qualified stock option to purchase an aggregate
of 5,000,000 shares (the "Option Shares") of common stock of the Company, par
$0.0001 per share (the "Company Stock") shares at the following prices:
1,000,000 shares at $0.10, 1,000,000 shares at $0.15, 1,000,000 shares at $0.20,
1,000,000 shares at $0.25, and 1,000,000 shares at $0.30 the shares shall be
issued pursuant to a registration statement or exemption and be freely tradable.
(the "OPTION") subject to adjustment and the other terms and conditions set
forth herein.

2. EXERCISE OF OPTION.

         (a) GENERAL. The Option may be exercised by written notice to the
Company at any time and from time to time after the Grant Date; provided,
however, such Option shall not be exercisable for more than the number of
shares, which are vested at the time of exercise.

         (b) VESTING. This Option shall vest with respect to 100% of the Option
Shares as of the Grant Date.

         (c) EXPIRATION OF OPTION. This Option shall not be exercisable after
the October 1, 2009 (the "Termination Date").

3. EXERCISE OF OPTION AND CONDITIONS TO EXERCISE. This Option may not be
exercised by Grantee unless the following conditions are met.

         (a) NOTICE. This Option shall be exercised by delivering written notice
to the Company's principal office to the attention of its Secretary. Such notice
shall specify the number of shares of Company Stock with respect to which the
Option is being exercised and shall be signed by Grantee. This Option may not be
exercised for a fraction of a share of Company Stock;

         (b) SECURITIES REQUIREMENTS. Legal counsel for the Company must be
satisfied at the time of exercise that the issuance of Option Shares upon
exercise will be in compliance with the Securities Act of 1933, as amended (the
"SECURITIES ACT") and applicable United States federal, state, local and foreign
laws; and

         (c) PAYMENT OF EXERCISE PRICE. Grantee must pay at the time of exercise
the full purchase price for the shares of Company Stock being acquired hereunder
in the form of a note, cash, by certified check, bank cashier's check, or wire
transfer.


                                  Page 1 of 2


<PAGE>

4. TRANSFERABILITY. This Option may be sold, assigned, transferred, pledged,
hypothecated by Grantee, in which case, such transferee shall succeed to the
rights and obligations of Grantee hereunder and is exercisable during the term
of this option. The applicable requirements of Section 3 above must be satisfied
in full at the time of any exercise.

5. NO RIGHTS AS STOCKHOLDER. Unless and until a certificate or certificates
representing the shares of Company Stock shall have been issued to Grantee (or
any person acting under Section 4 above) pursuant to an exercise hereunder,
Grantee shall not be or have any of the rights or privileges of a stockholder of
the Company with respect to shares of Company Stock acquirable upon exercise of
the Option.

6. NOTICES. Any notice hereunder to the Company shall be addressed to the
Company, Ingen Technologies, Inc., with offices located at 285 E. County Line
Road, Calimesa, CA 92320 Attention: Scott Sand, Chairman & CEO, and any notice
hereunder to Grantee shall be addressed to Grantee at Grantee's Grace Holdings,
Inc. with offices located at 135 First Street, Keyport NJ 07735 Attention:
Edward T. Whelan, President, subject to the right of either party to designate
at any time hereafter in writing some other address. Any notice shall be deemed
to have been duly given when delivered personally, one day following dispatch if
sent by reputable overnight courier, fees prepaid, or three days following
mailing if sent by registered mail, return receipt requested, postage prepaid
and addressed as set forth above.

7. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
of any successors to the Company and all persons lawfully claiming under
Grantee.

8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.

9. COUNTERPARTS. This Agreement may be executed in counterparts, each of who
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and Grantee have executed this Agreement as of
the date first above written.


INGEN TECHNOLOGIES, INC.


/S/ SCOTT SAND
---------------------------------
SCOTT SAND, CEO & CHAIRMAN



GRACE HOLDINGS, INC.


/S/ EDWARD T. WHELAN
---------------------------------
BY:  EDWARD T. WHELAN, PRESIDENT


                                  Page 2 of 2




<PAGE>

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.


                                  Page 1 of 5


<PAGE>

         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.


                                  Page 2 of 5


<PAGE>

         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


                                  Page 3 of 5


<PAGE>

         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.


                                  Page 4 of 5


<PAGE>

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


                                  Page 5 of 5




<PAGE>

EXHIBIT 10.25

                                  [INGEN LOGO]


                   FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT
                   -------------------------------------------


THIS AGREEMENT made this 15th day of October, 2004 with Ingen Technologies,
Inc., a Georgia Corporation, whose business address is 285 E. County Line Road,
Calimesa, California 92320, hereinafter referred to as the "Business"; and KHOO
Yong Sin, an Individual, whose address is at No. 21 Upper Weld Road, Singapore
207378, is further referred to as the "Finder".

WHEREAS, The Business seeks "Financing" , or such other sums as it may agree to
accept, from the Finder and/or it's third party lenders or Investors.

WHEREAS, The Business may seek additional financing for other development
projects or to develop other business relationships or joint ventures;

WHEREAS, The Finder is engaged in the business of maintaining relationships with
various lenders; and with various development companies and consortiums that
provide development services and products; and assisting businesses in acquiring
development partners and establishing joint ventures or investment shares;

WHEREAS, for the purpose of this Agreement, the existing terms and conditions
shall have the following meanings:

The term "CONNECTED PERSONS" shall include, but not be limited to, any banks,
lawyers, agents, corporations, consultants, advisors, consortia, and/or
syndicate members, associates, affiliates, and any person, corporation or entity
that comes to have any knowledge or information concerning any and all
transactions covered by this Agreement, as a result of any communication
directly with, originating from, or relating to either the Business or the
Finder.

The term "DEVELOPMENT" shall mean any and all projects of the Business that are
funded by the Finder's third party lenders subsequent to the Business' first
project as contemplated hereunder. These projects may include, but are not
limited to, construction, design, equipment and other services and products
which the Finder assists the Business in funding as well as assisting the
Business in acquiring development partners or joint ventures.

The terms "FINANCE" or "FINANCING" or "FUNDING" or "Investors" or "Investing"
shall mean the consideration in the form of monies or benefit(s) that the
Business has authorized the Finder to obtain on its behalf.

The term "LENDER(S)" shall include, but not be limited to, any type of financing
source or organization from whom a commitment to provide a loan or obtain a
benefit is sought.

The terms "LOAN" or "BENEFIT" shall mean the advancement or commitment to
advance monies or other consideration, in the form of either Debt or Equity
resulting from the efforts of the Finder for the benefit of the Business. The
"Benefit" may include, but not necessarily be limited to, loans, private
placements, mergers, acquisitions and the sales of various forms of securities
or stock.

The term "TRANSACTION(S)" shall include any and all stages of negotiations,
discussions, communications, of whatever form, and completions between the
parties hereto and their connected persons regarding opportunities to enter into
business transactions made available by either party and their connected persons
to the other party and its connected persons, which transactions shall
specifically include arranging the purchase and sale of all types of banking
instruments, assets, commodities, and all types of financial facilities.

NOW, THEREFORE, in accordance herewith, the Business and the Finder acknowledge
and agree to the following covenants, terms and conditions:


1. SCOPE OF WORK:
-----------------

 The Finder, on a non-exclusive basis, agrees to use their best efforts and
reasonable diligence to identify one or more appropriate companies, consultants,
Lenders or Investors and to seek suitable distribution of products, funding or
investment for the Business, on a best-efforts basis, for the Business pursuant
to this Agreement.

2. CONFIDENTIALITY AND NON-CIRCUMVENTION:
-----------------------------------------

 The Finder and Company have entered into a separate Confidentiality and
Non-Circumvention Agreement.


3. FEES, COSTS AND CHARGES:
---------------------------




a.   "Fees, Costs and Charges" identified hereinafter shall be due and payable
     in accordance herewith.

     1.  PLACEMENT FEES. The Finder shall receive for its services rendered, a
         placement fee of 5% (Five Percent) to be deemed earned at the time of
         The Business's acceptance of the financing, which shall be upon the
         signing by the Business of the Lender's or Investor's Commitment Letter
         or other similar documentation. The placement fee shall be calculated
         on a percentage of the total "Financing" or "Investing"committed to the
         Business. The Finder and Business agree that the Placement fee will be
         distributed as follows:

a)   0% (None) of the Placement Fee will be paid in tender, and will equal 0%
     (none) of the net funding amount.

b)   5% (Five Percent) of the Placement Fee will be paid in equity, whereas the
     Business will deliver public shares that are registered and restricted
     under SEC Rule-144 to the Finder equal to the amount of 5% (Five Percent)
     of the net funding amount.


2.   The Business will pay the Finder its' entire placement fee on the day the
     first funds are deposited in the Bussiness' bank account and approved by
     the bank, from the Finder's third party lenders or investor.

3.   This same placement fee shall apply to any and all projects of the Business
     that originate and are funded by the Finder's third party lenders or
     investor subsequent to the Business's first project, as contemplated
     hereunder, for a period of three (3) years from the date of this Agreement.
     If the project originates before the end of the three (3) year period but
     the funding or investing takes place after the three (3) year period the
     placement fee will apply. For purposes of this agreement "originates" shall
     be defined to mean all projects and/or contracts for which the Business
     applies to the Investor or Lender for financial assistance. Any such
     additional projects may be subject to an Addendum to this Agreement which
     further describes the project and the amount, type and terms of the funding
     and any other terms as may be related to this Agreement and the Business
     agrees to execute all such Addendum's. If the Business refuses to execute
     such Addendum and proceeds with additional projects then they will be
     obligated to pay additional placement fees pursuant to this provision for a
     period of three (3) years.


4. ADDITIONAL RESTRICTIVE AGREEMENTS:
-------------------------------------

a.   For a period of two (2) years from the date of the executed FINANCIAL
     PROCUREMENT DEVELOPMENT AGREEMENT, the Business agrees that it shall not
     directly or indirectly solicit the financial participation of any Lender,
     Investor and/or Connected Persons, as defined herein, who have been
     introduced to the Business by the Finder for the purposes contemplated by
     this Agreement. The Business recognizes that those Lenders, Investors
     and/or Connected Persons that have been introduced to them by the Finder
     have an existing valuable relationship with the Finder. The Business
     further recognizes the proprietary nature of the Lenders and/or Connected
     Persons and the confidentiality that is essential to the Finder's business.
     The Business further agrees that it shall not directly or indirectly refer
     any Lender, Investor and/or Connected Persons introduced to it by the
     Finder to any other individual, company, entity or affiliate thereof, or
     provide anyone whomsoever access to the names of any Lender, Investor
     and/or Connected Persons introduced to the Business. The Placement
     Development Fees stated in section 3(a) and 3(b) above will apply to any
     such referral should such a referral take place during this three year (3)
     term. This shall not apply to any Lender, Investor and/or Connected Persons
     with whom the Business has had previous contacts and can provide evidence
     thereof.


                                   PAGE 1 OF 6
                  FINANCIAL PROCUREMENT & DEVELOPMENT AGREEMENT
                    INGEN TECHNOLOGIES, INC. & KHOO YONG SIN
                                    11/04/05



<PAGE>

b.   The Confidentiality and Non-Circumvention clauses of this Agreement shall
     continue in full force and effect for a total of three years (3) from the
     date entered into and shall apply to any and all transactions introduced by
     either party to the other party hereto, and shall include any subsequent
     follow-ups, extensions, add-ons, roll-overs or re-negotiated and/or delayed
     transactions, and/or referrals set forth in section 4(a) above, regardless
     of the success or earlier states of any such transactions.

c.   The Business acknowledges and agrees that:

 (i.) There is no express or implied warranty or guarantee regarding the
successful outcome of the Finder's efforts on behalf of the Business under this
Agreement.

 (ii.) The Finder is not an agent for the Business pursuant hereto and, thus, no
agency is created hereby and, the Finder warrants and represents that it is not
an agent for a lender or Investor to whom the Business is introduced or referred
in accordance with this Agreement.

 (iii.) It shall be solely responsible for all necessary due diligence, e.g. the
review and investigation of lenders, investors selected and referred by The
Finder to The Business prior to or during the negotiation of the loan.

 (iv.) The Finder shall be indemnified and held harmless by the Business from
any liability resulting from any legal action or actions by any party to the
Business's financial transactions.


5. THREE YEAR TERM UNLESS TERMINATED SOONER:
--------------------------------------------

 The term of this non-exclusive FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT
shall be for three years (3) years from the date of this Agreement unless
terminated by mutual written agreement. If the Agreement is so terminated the
Finder shall be entitled to receive any placement and development fees pending
at time of termination of any business financial commitments procured by the
Finder. Notwithstanding termination, the provisions of sections 2, 3(a) and 3(b)
hereof shall remain in effect for a period of three years (3) years from the
date of the execution of this FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT.

6. BREACH, CLAIMS AND LITIGATION:
---------------------------------

 Any controversy or claim arising out of or in connection with this Agreement or
alleged breach thereof which is not settled by the parties hereto, shall be
settled by arbitration in accordance with the statutes and laws of the American
Arbitration Association, and the parties hereto agree to use their best
endeavors to facilitate such arbitration and thereby conclusively agree to
accept the decision of such arbiter as final and binding. Such arbiters shall be
authorized to award attorney's fees and costs for such arbitration proceeding.
In the event that the Business breaches the Non-Circumvention provisions set
forth in section 2, then in such event the Business hereby agrees, without
reservation, to immediately pay to the Finder the full amount of placement and
development fees, expenses and/or benefits as may have been agreed between the
Business and the Finder, or in the event that such circumvention occurred before
any such placement and development fees, expenses, and/or benefits were agreed
upon. The Business shall immediately pay to the Finder the entire placement and
development fees, expenses, and/or benefits that it, the Business, or its
connected persons received as a result of such a circumvention, or otherwise as
may be agreed by the Finder if either party hereto is required to seek legal
remedies available to enforce any provisions of this FINANCIAL PROCUREMENT &
DEVELOPMENT AGREEMENT, the aggrieved party shall be entitled to recover all
reasonable court costs, attorney fees and other charges and damages ordered by
any court of competent jurisdiction from the defaulting party.

7. CONTROLLING LAW:
-------------------

This Agreement shall be interpreted under and by the laws of the State of
Georgia, in the USA.


8. ENTIRE AGREEMENT:
--------------------

 This Agreement contains the entire agreement of the parties hereto relating to
the procurement of financing and development partnership, as set forth herein.
This Agreement shall supersede any and all others as to the matters relating to
and as expressed herein. Any prior agreement, promises, or representations not
expressly set forth in this Agreement are of no force and effect. Where written
agreements are required facsimile copies are binding.


9. AMENDMENT:
-------------

This Agreement may be amended in writing providing that both parties execute
such amendment hereto. This Agreement shall bind and inure to the benefit of
both parties hereto, their affiliates, associates, heirs, executors,
administrators, successors in interest and assigns. This Agreement shall be
deemed to apply to any successors in interest and assigns by virtue of any
acquisition, merger and/or other business combination of any kind.





10. ASSIGNMENT:
---------------

 Neither party hereto may assign or otherwise transfer its rights and
obligations under this FINANCIAL PROCUREMENT & DEVELOPMENT AGREEMENT without
prior written consent from the other party. This Agreement shall be deemed
binding on all successors in interest and/or assigns except for the collection
of any sums due hereunder from the Business to the Finder in which event the
Finder may sell or transfer its rights to a third party. The Business further
certifies that the Business has carefully read and understands this Agreement
and acknowledges the terms and conditions herein and acknowledges receipt of a
copy hereof. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and facsimile copies shall be binding.

            /S/ Scott Sand
Agreed by:
            ----------------------------------
                 Scott R. Sand, CEO - Business
                 Ingen Technologies, Inc.






Agreed by:
            ----------------------------------
                                 KHOO Yong Sin


                                   PAGE 2 OF 6
                  FINANCIAL PROCUREMENT & DEVELOPMENT AGREEMENT
                    INGEN TECHNOLOGIES, INC. & KHOO YONG SIN
                                    11/04/05




<PAGE>

EXHIBIT 10.26

                          PATENT RIGHTS PURCHASE & SALE
                          -----------------------------
                                    AGREEMENT
                                    ---------

                                   A. PARTIES

         This agreement is entered into this 11th day of July, 2005 by and
between Ingen Technologies, Inc., a Georgia corporation doing business in
California ("Ingen") and Francis McDermott, a resident of California
("grantor").

                            B. RECITALS AND SUMMARY

         Ingen is in the business of providing oxygen sensing and warning
technology to medical, private and governmental markets. Grantor is the inventor
of certain technology utilized by Ingen in the design and manufacture of its
BAFI and OxyAlert product lines. The technology is patented. United States
Patents No. 6,326,896 B1 (December 4, 2001) and No. 6,137,417 (October 24, 2000)
("the patents") are attached as exhibits "A" and "B," respectively, hereto (and
incorporated herein as a part hereof by this reference). The parties entered
into an exclusive licensing agreement for use of the patents on or about June
24th, 1999 ("licensing agreement" - see Exhibit "C" hereto, incorporated herein
as a part hereof by this reference). Grantor is selling all of his right, title
and interest in the patents to Ingen as provided in this Agreement.

                      C. PURCHASE & SALE; PRICE AND TERMS

         Grantor hereby sells and Ingen hereby purchases all right and title of
grantor to the patents, including, but not limited to, the patents themselves
and foreign rights of priority for both patents. Grantor represents and warrants
that except for the licensing agreement attached hereto as Exhibit "C," there
are no encumbrances of any nature or kind on the patents and all rights of any
nature thereto, and further, that grantor is conveying full right and title to
the patents and all rights of any nature thereto to Ingen (devoid of any
infringement problems and all claims by other parties, private and
governmental).

         Ingen, in acquiring full right and title to the patents and all rights
of any nature thereto, is free to utilize all such rights and title to the
fullest extent permitted by law. However, any use of the technology as embodied
in the patents is subject to this Agreement, including, but not limited to (as
required) the payment of the royalty in C. 3. below.

         There are 3 components to the purchase price for the patents and all
rights as aforesaid:


                                       1


<PAGE>

         1.       Ten thousand dollars ($10,000) (U.S.), payable in full upon
                  the signing of this agreement.

         2.       The issuance of two million (2,000,000) shares of restricted
                  common shares of Ingen; the stock certificate to be issued as
                  soon as is practical (after the signing of this Agreement) by
                  Ingen's transfer agent.

         3.       Payment of four percent (4%) of the gross profits of all
                  products of Ingen utilizing the technology embodied within the
                  patents (if and when any such royalties become due). Payment
                  shall be within thirty (30) days of the close of each calendar
                  quarter for the life of the patents. Grantor, with 10 business
                  days advance written notice, may, with a qualified
                  representative, inspect the relevant books of Ingen to audit
                  compliance with this subsection. Any such inspections shall be
                  at grantor's expense and are limited to one inspection per
                  calendar year (and must be at least 90 days apart).

                       D. COMPLIANCE WITH SECURITIES LAWS

         The parties understand that this Agreement is in the nature of a
"security" as defined under applicable state and federal law. This is because a
portion of the purchase price for the patents is payable in restricted
securities of Ingen.

         It is understood that this Agreement will not be registered with any
state or federal securities regulatory authority and that the parties are
relying upon exemptions from registration under state and federal law, or, the
parties are relying on a federal law "private placement" exemption that
pre-empts state law. No state or federal securities regulator has read or passed
upon the merits or adequacy of this Agreement. The certificate evidencing
ownership of common stock in Ingen will contain a restrictive endorsement
prohibiting transfer (without permission obtainable under very limited
circumstances).

                            E. ASSIGNMENT OF PATENTS

         Immediately after this Agreement is signed, the parties shall execute
an Assignment of Patent as prepared by Ingen within a form substantially similar
to the form as contained within Exhibit "D" hereto. Exhibit "D" is incorporated
herein as a part hereof by this reference. Ingen shall prepare, and the parties
shall also immediately execute, a United States Patent and Trademark Office Form
PTO-1595. Ingen shall, as soon as is practical thereafter, record the Form
PTO-1595 and Assignment of Patent (at Ingen's expense) with the United States
Patent and Trademark Office. The parties agree to expeditiously prepare and sign
any other document needed to effectuate this transaction to its fullest degree.

                                       2


<PAGE>

             F. CANCELLATION OF LICENSING AGREEMENT; MUTUAL RELEASE

         Immediately upon the signing of this Agreement, the Exclusive Licensing
Agreement, as contained in Exhibit "C" hereto, is cancelled and is of no further
force and effect except as provided for herein. Grantor represents and warrants
that he received 200,000 shares of Ingen common stock as contained in 1. of the
licensing agreement. Any employment contract between Ingen and Grantor as
referenced in 1. of the licensing agreement is also cancelled and is of no
further force and effect.

         1. GENERAL, MUTUAL RELEASE; NON-ADMISSION OF LIABILITY

         This Mutual General Release shall not in any way be construed as an
admission that either party has acted wrongfully with respect to the other party
or any other person, and both parties specifically disclaim any liability to or
wrongful acts against the other party or any other person, on the part of
himself, herself and their respective employees or agents, if any. In fact, the
parties are not aware of having done anything to harm the interests of the other
party.
         2. COMPLETE RELEASE BY BOTH PARTIES.

                  (a) Except as herein otherwise agreed, each party hereby
irrevocably and unconditionally releases, acquits and forever discharges the
other and each of their present and former agents, directors, officers,
employees, representatives, attorneys, spouses, other family members and anyone
associated with the other having anything to do with the relationship of the
parties, and all persons acting by, through, under or in concert with any of
them from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including attorneys' fees
and costs actually incurred) of any nature whatsoever, known or unknown,
suspected or unsuspected, including, but not limited to, rights arising out of
alleged violations of any contracts, express or implied, any covenant of good
faith and fair dealing, express or implied, or any tort, or any federal, state
or other governmental statute, regulation, or ordinance. This paragraph shall
have no applicability to Claims, if any, based totally on events occurring after
the date of this Agreement and/or on the provisions of this Agreement.

                  (b) Except as herein otherwise agreed, each party hereby
irrevocably and unconditionally releases, acquits and forever discharges the
other from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including attorneys' fees
and costs actually incurred) of any nature whatsoever, known or unknown,
suspected or unsuspected as of the date of the execution of this Agreement, by
reason of any act or omission concerning any matter, cause, or thing.

                                       3


<PAGE>

         3.  KNOWING AND VOLUNTARY WAIVER BY THE PARTIES

         The parties expressly waive and relinquish all rights and benefits
afforded by Section 1542 of the Civil Code of the State of California, and do so
understanding and acknowledging the significance of such specific waiver of
Section 1542. Section 1542 of the Civil Code of the State of California states
as follows:
                  "A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor."
         Thus, notwithstanding the provisions of Section 1542, and for the
purpose of implementing a full and complete release, the parties expressly
acknowledge that this Mutual General Release is intended to include in its
effect, without limitation, all claims which the parties do not know or suspect
to exist at the time of execution hereof, and that this Mutual General Release
contemplates the extinguishment of any such claim or claims and any right to sue
regarding any such claim or claims (except for uncured breaches of this
Agreement occurring after the date first written above).

                   G. REPRESENTATIONS AND WARRANTIES OF INGEN

         Ingen represents and warrants that it is properly formed and in good
standing in the state of Georgia and that it has and will continue to operate
its business in a commercially reasonable manner, in accordance with industry
standards.

         Ingen represents and warrants that it will continue to use its best
efforts to manufacture and sell its products using the technologies embodied in
the patents for the length of time of this Agreement, or for as long as
commercially viable (in the reasonable judgment of Ingen); whichever comes
first. If and when sales are made, Ingen will dutifully collect and timely pay
grantor's royalty as contained herein regardless of whether the royalty is due
from sales of its products or as a result of a licensing agreement with another
party.

         Ingen represents and warrants that it will take no conscious actions
(or omissions) that will intentionally devalue the patents. Ingen agrees,
subject to reasonable economic constraints and within Ingen's product sales
territories or the United States (whichever area is greater), to defend the
patents against infringement and other forms of illegal exploitation by others.

         Ingen represents and warrants that it knows of no reason (economic,
legal or otherwise) why it should not enter into this Agreement. Ingen does not
represent or warrant that the terms of this Agreement are any more or less
favorable to grantor than any other terms might have been and further, that
Ingen accepts no responsibility for any potential legal, economic and/or tax
ramifications of this Agreement to the grantor.

                                       4


<PAGE>

              H. FURTHER REPRESENTATIONS AND WARRANTIES OF GRANTOR

         1. The grantor has received and carefully reviewed, and is familiar
with this Agreement and all material incorporated by reference herein, as well
as all amendments and attachments delivered herewith. In evaluating the
suitability of entering into this Agreement, the grantor has relied upon his own
judgments, opinions and observations of Ingen based on his experience with Ingen
over the last few years.

         2. The grantor has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of the
prospective entrance into this Agreement. Grantor represents and warrants that
he is not aware of any reason (legal, financial or otherwise) why he should not
enter into this Agreement.

         3. The grantor has obtained, to the extent he deems necessary, his own
personal professional advice with respect to the risks inherent in this
Agreement, and the suitability of entering into this Agreement in light of his
personal needs and requirements.

         4. Especially with respect to the Ingen stock involved as a part of the
purchase price, the grantor believes that entering into this Agreement is
suitable for him based upon his investment objectives and financial needs, and
the grantor has adequate means of providing for his current financial needs and
personal contingencies and has no need for liquidity of investment with respect
to the stock being transferred to him per this Agreement.

         5. The grantor has been given access to full and complete information
regarding the company and its founding principals, and has utilized such access
to his satisfaction, or waived the opportunity to do so, for the purpose of
asking questions and receiving answers concerning the terms and conditions of
this Agreement, obtaining information in addition to, or verifying information
included in, this Agreement, and obtaining any of the documents described
herein. The grantor has either attended or been give reasonable opportunity to
attend a meeting with representatives of the company for the purpose of asking
questions of, and receiving answers from, such representatives concerning the
terms and conditions of this Agreement and to obtain any additional information,
to the extent reasonably available, necessary to verify the accuracy of
information provided in this Agreement and to ascertain the current state of
company operations and prospects.

         6. The grantor recognizes that Ingen has a limited operating history,
and that entry into this Agreement involves risk including, but not limited to,
the risk of economic losses from operations of the company (and resulting
inability of Ingen to manufacture and sell its products or pay the obligations
contained herein).

         7. With respect to the Ingen shares transferred hereby, the grantor
realizes that (i) entry into this Agreement should be considered by him to be a
long-term investment, (ii) He must bear the economic risk of investment for an
indefinite period of time because this Agreement has not been registered under
applicable securities laws, but rather is pursuant to exemptions therefrom and,
therefore, his interest in the Ingen shares per this Agreement may not be sold


                                       5


<PAGE>

unless subsequently registered under such securities laws or exempted from such
registration, (iii) there is presently no public market for the Ingen shares
(and none is expected), the grantor understands that he may not be able to
liquidate his Ingen stock in the event of an emergency or pledge any of his
interest in the Ingen stock as collateral or security for loans.

         8. The grantor acknowledges that Ingen and its affiliates have not
retained counsel to provide him with representation in connection with this
Agreement. The grantor also acknowledges that he understands that (i) no counsel
has undertaken any independent due diligence investigation of the facts and
circumstances relating to this Agreement, and (ii) he must assume responsibility
for his own due diligence investigation, and (iii) the protection afforded by a
complete due diligence investigation of counsel is not present in this
Agreement.

         9. The grantor acknowledges that he understands the risk that
insufficient operating funds and/or proceeds from product sales will be
available to Ingen over time and there is no guarantee that Ingen will be able
to maintain or increase its current level of operation and sales output; or
remain in business during the life of this Agreement.

         10. The grantor has been advised that this Agreement has not being
registered under the Securities Act of 1933 or the relevant state securities
law, and that the Ingen stock portion of this Agreement is being offered and
sold pursuant to exemptions from such registrations, and that the company's
reliance upon such exemptions is predicated partly on the grantor's
representations to the company as contained herein. The grantor represents and
warrants that this Agreement is being entered into for his own account and for
investment (with regard to the Ingen stock) and without the intention of
reselling or redistributing the Ingen shares, that he has made no agreement with
others regarding this Agreement, and that his financial condition is such that
it is not likely that it will be necessary to dispose his interest in the Ingen
stock herein in the foreseeable future. The grantor further represents that he
understands that he may not dispose of or transfer any of his interest in the
Ingen shares, or otherwise, in this Agreement in any manner without first
obtaining (i) an opinion of counsel satisfactory to the company that such
proposed disposition or transfer lawfully may be made without the registration
of this Agreement for such purpose pursuant to the Act, as then amended, and
applicable state securities laws, as well as any internal documents or policies
of the company, or (ii) such registrations (it being expressly understood that
the company shall not have any obligations to register this Agreement for any
purpose.)

         11. The grantor represents and warrants that he is a bona fide resident
of, and is domiciled in, the State of California and that his entry into this
Agreement by him is in his name solely for his own beneficial interest and not
as nominee for, or on behalf of, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust, or organization, except
specifically set forth elsewhere in this Agreement.

                                       6


<PAGE>

         12. The grantor is informed of the significance to Ingen of the
foregoing representations, and such representations are made with the intention
that Ingen will rely on the same. The grantor shall indemnify and hold harmless
Ingen, its officers, directors, managers and agents against any losses, claims,
damages, or liabilities to which they, or any of them, may become subject
insofar as such losses, claim, damages, or liabilities (or actions in respect
thereof) arise from any misrepresentation or misstatement of facts or omission
to represent or state facts made by the grantor to Ingen herein.

         13. The grantor represents that he has obtained any necessary financial
and/or tax planning assistance in evaluating his entrance into this Agreement.

         14. Confidentiality. Grantor represents and warrants that he will hold
this Agreement in confidence and in accordance with the following:

              a. The provisions of this Agreement are confidential and private
and are not to be disclosed to outside parties (except on a reasonable need to
know basis only) without the written and express, advance consent of all parties
hereto.

              b. Grantor agrees and acknowledges that in his association with
Ingen under this Agreement (and prior to), he may come into, or has such,
possession or knowledge of confidential and/or proprietary information. Such
confidential and/or proprietary information includes, but is not limited to:
information regarding agents, contractors, employees and all affiliates of which
Ingen possesses an ownership interest of ten percent (10%) or greater; corporate
and/or financial information and records of or any client, customer or associate
of Ingen; customer information; client information; shareholder information;
business contacts; investor leads and contacts; employee information; documents
regarding Ingen's website and any product, business plan or presentation
materials of Ingen.

         Grantor represents and warrants to Ingen that he will not divulge
confidential, proprietary information of Ingen or any of its subsidiaries to
anyone or anything without the written and express, advance consent of Ingen,
and further represents and warrants that he will not use any proprietary
information of Ingen for his or anyone else's gain or advantage at any time
during or after the term of this Agreement.

                                I. FORCE MAJEURE

         Ingen is not responsible for any delay or financial loss regarding this
Agreement caused by any unforeseen event(s), act(s) or omission(s) of others not
within its control, including, but not limited to, labor stoppages or strikes,
lack of access to locations, equipment or facilities, interruption or cessation
of any public services or utilities, inclement weather, natural disasters, riots
or civil disturbances, terrorism or harassment, acts of war or aggression,
sickness, injury, death, incapacity, contractual disputes and adverse economic
conditions.

                                       7


<PAGE>

                          J. LITIGATION, LEGAL MATTERS

         Management has no information leading it to believe that litigation is
imminent or planned by anyone with respect to Ingen, its securities or this
Agreement.

                            K. ACCESS TO INFORMATION

         Grantor has the right to request additional information relative to
this private placement of securities and Agreement and Ingen, to the extent it
can reasonably and affordably supply it, has the duty to supply the same in a
timely manner.

                              L. TABLE OF EXHIBITS

         EXHIBIT "A"             United State Patent (December 4, 2001)

         EXHIBIT "B"             United States Patent (October 24, 2000)

         EXHIBIT "C"             Exclusive Licensing Agreement (June 24, 1999)

         EXHIBIT "D"             Assignment of Patent form

                      M. MISCELLANEOUS LEGAL CONSIDERATIONS

         1. Modifications and Amendments. The terms and conditions of this
Agreement may be amended at any time and from time to time, in whole and in
part, upon written agreement signed by a duly authorized officer of Ingen and
grantor.

         2. Expenses. Each party shall bear its own respective costs, fees and
expenses associated with entering into and executing its duties under this
Agreement.

         3. Indemnification. Each party, if an offending party, agrees to
indemnify and hold harmless the other party from any claim of damage of any
party or non-party arising out of any act or omission of the offending party
arising from this Agreement.

         4. Notices. Any notice, request, proposal, statement or other
communication required or permitted to be given hereunder shall be in writing
and shall be deemed given when personally delivered or confirmed by facsimile or
ten (10) days after mailed by certified mail, postage prepaid, to the parties at
their respective addresses first set forth above or to such other address of
which a party shall have theretofore notified the other by a notice given in
accordance with this Paragraph 4., together with a courtesy copy to the
receiving party's counsel, as follows:

If to Ingen:
------------
Ingen Technologies, Inc.
285 E. County Line Road
Calimesa, CA 92320

                                       8


<PAGE>

If to Grantor:
--------------
Mr. Fritz McDermott
11619 Lennon Street
Yucaipa, CA 92399

         5. Breach. In the event of a breach of this Agreement, the breaching
party shall be notified by the other party by written notice within ten (10)
days of reasonable discovery of the breach. Upon notice so given, the breach
shall be corrected within fifteen (15) days. If the breach is not corrected
within this period, the non-breaching party may take appropriate legal action
consistent with the terms of this Agreement.

         6. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of Ingen and grantor and their respective successors,
assigns and personal representatives. If Ingen shall at any time be merged or
consolidated into or with any other corporation or the company's capital
ownership units or substantially all of its assets are transferred to another
entity, the provisions of this Agreement shall be binding upon and inure to the
benefit of grantor and the entity resulting from such merger or consolidation or
to which such capital ownership units or assets shall be transferred, and this
provision shall apply in the event of any subsequent merger, consolidation or
transfer.

         7. Entire Agreement. This Agreement is the full and complete,
integrated agreement of the parties, merging and superceding all previous
written and/or oral agreements and representations between the parties, and is
amendable as provided for above. This Agreement shall be interpreted as if the
parties participated equally in its drafting.

         8. Governing Law. This Agreement shall be governed by the laws of the
State of California applicable to contracts made to be performed entirely
therein, and each party agrees to submit to the personal jurisdiction of any
Court of competent jurisdiction in San Bernardino County and to all the rules
and orders of such Court, and the laws of the State of California.

         9. Waiver. Any waiver by either party of any provision of this
Agreement or any right hereunder shall not be deemed a continuing waiver and
shall not prevent or stop such party from thereafter enforcing such provision,
and the failure of either party to insist in any one or more instances upon the
strict performance of any of the provisions of this Agreement by the other party
shall not be construed as a waiver or relinquishment for the future performance
of any such term or provision, but the same shall continue in full force and
effect.

         10. Enforcement. If the parties cannot settle any dispute arising out
of or relating to this Agreement, or the breach thereof, in a reasonable and
timely fashion, and a mediation session has failed, either party may file for
binding arbitration within San Bernardino County, California. Arbitration shall
be governed by the rules of the American Arbitration Association and judgment


                                       9


<PAGE>

upon the award may be entered in any Court within San Bernardino County having
jurisdiction thereof. However, the parties agree to reserve the right to obtain
a preliminary injunction from a court of competent jurisdiction if necessary in
the event of a material breach arising from this Agreement.

         11. Headings. The headings in this Agreement are solely for convenience
of reference and shall not affect its interpretation.

         12. Possible Invalidity. In case any provision of this Agreement should
be held to be contrary to, or invalid under, the law of any country, state or
other jurisdiction, such illegality or invalidity shall not affect in any way
any of the other provisions hereof, this Agreement in such event to be construed
as though the offending provision had been deleted or modified in such a manner
as to make it enforceable to the maximum extent possible to reflect the parties'
intent hereunder, and all of the provisions hereof nevertheless shall continue
unmodified and in full force and effect in any country, state or jurisdiction in
which such provisions are legal and valid.

         13. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement. Facsimile signatures shall be considered as valid
and binding as original signatures.

         14. Independent Covenants: Each of the respective rights and
obligations of the parties hereunder shall be deemed independent and may be
enforced independently irrespective of any of the other rights and obligations
set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed (before a Notary Public)
this Agreement, consisting of ten (10) pages, on the date first written above.


--------------------------------------    --------------------------------------
Ingen Technologies, Inc.                  GRANTOR
By:  Scott R. Sand, CEO


                                       10



<PAGE>

EXHIBIT 23.1


HAROLD Y. SPECTOR, CPA          SPECTOR & WONG, LLP         80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA          Certified Public Accountants    SUITE  723
                                  (888) 584-5577            PASADENA, CA 91101
                               FAX (626) 584-6447


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM

We consent to the use of our report dated November 2, 2005, on the consolidated
financial statements of Ingen Technologies, Inc. and subsidiary, for the years
ended May 31, 2005 and 2004.

We consent to the incorporation by reference or as an exhibit in any
Registration Statement or periodic reporting from on EDGAR, such as, but not
limited to, Form 10-KSB, of the aforementioned report and to the use of our name
as it appears below under the caption of "Experts" in any such Registration
Statement or periodic reporting form.


/s/  Harold Spector, CPA

Spector & Wong, LLP
Pasadena, California
November 3, 2005






<PAGE>

EXHIBIT 31.1


           Section 302 of the Sarbanes-Oxley Act of 2002 Certification
                         (filing copy) - annual - Sand

                                  CERTIFICATION

I, Scott R. Sand, certify that:

1. I have reviewed this annual report on Form 10-KSB of Ingen Technologies,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

                  (a) Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;

                  (b) Evaluated the effectiveness of the small business issuer's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  (c) Disclosed in this report any change in the small business
         issuer's internal control over financial reporting that occurred during
         the small business issuer's most recent fiscal quarter (the small
         business issuer's fourth fiscal quarter in the case of an annual
         report) that has materially affected, or is reasonably likely to
         materially affect, the small business issuer's internal control over
         financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's Board of Directors (or persons performing the
equivalent functions):

                  (a) All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the small business
         issuer's ability to record, process, summarize and report financial
         information; and

                  (b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the small
         business issuer's internal control over financial reporting.

Date: November 4, 2005


/s/ Scott R. Sand
------------------------------------
Scott R. Sand
Chief Executive Officer and Chairman








<PAGE>

EXHIBIT 31.2


           Section 302 of the Sarbanes-Oxley Act of 2002 Certification
                        (filing copy) - annual - Neavitt

                                  CERTIFICATION

I, Thomas J. Neavitt, certify that:

1. I have reviewed this annual report on Form 10-KSB of Ingen Technologies,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

                  (a) Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;

                  (b) Evaluated the effectiveness of the small business issuer's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  (c) Disclosed in this report any change in the small business
         issuer's internal control over financial reporting that occurred during
         the small business issuer's most recent fiscal quarter (the small
         business issuer's fourth fiscal quarter in the case of an annual
         report) that has materially affected, or is reasonably likely to
         materially affect, the small business issuer's internal control over
         financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's Board of Directors (or persons performing the
equivalent functions):

                  (a) All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the small business
         issuer's ability to record, process, summarize and report financial
         information; and

                  (b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the small
         business issuer's internal control over financial reporting.

Date: November 4, 2005


/s/ Thomas J. Neavitt
-------------------------------------
Thomas J. Neavitt
Secretary and Chief Financial Officer








<PAGE>


EXHIBIT 32.1


           Section 906 of the Sarbanes-Oxley Act of 2002 Certification
                                 (filing copy)


To Whom It May Concern,

         In connection with the Annual Report of Ingen Technologies Inc.
("Ingen") on Form 10-KSB for the fiscal year ended May 31st, 2005 as filed with
the Securities and Exchange Commission on or very near the date hereof ("the
Report"), I, Scott R. Sand, Chief Executive Officer and Chairman of Ingen,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

         (1)  The Report fully complies with the requirements of Section 13(a)
              of the Securities Exchange Act of 1934, and

         (2)  The information contained in the Report fairly represents, in all
              material respects, the financial condition and results of
              operations of Ingen.

         /s/ Scott R. Sand
         ------------------------------------
         Scott R. Sand
         Chief Executive Officer and Chairman

         November 4, 2005





<PAGE>

EXHIBIT 99.3

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


1.0 PURPOSE
-----------

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
---------

The Code shall apply to all Ingen officers and directors.


3.0 APPLICATION
---------------

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

Other policies such as an employee handbook will be implemented as needed by the
Ingen Board of Directors.


5.0 POLICY
----------

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.



                                        2


<PAGE>

         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.


                                       3


<PAGE>

         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.

                                       4


<PAGE>

         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.

                                       5




<PAGE>

EXHIBIT 99.4

[INGEN LOGO]

285 E. County Line Road
Calimesa  CA 92320
800-259-9622
800-777-1186 FAX

               (NDCA) NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
               ---------------------------------------------------


In consideration of the promises and agreements herein, the parties acknowledge
the importance of shared profits, confidentiality, non-disclosure and trade
secrets. In accordance to future Agreement(s), the individual acknowledges that
during the course of this Agreement between the Company and the Individual, the
Individual will have or 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 frequently used in the normal operation of the Company's
business. The Company has developed product lines referred to as BAFI(TM) and
Secure Balance(TM); and information about these products and any other Company
product is proprietary and confidential to the Company and is included herein
under the same terms and conditions.

The Individual 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 during the five years after
termination of this Agreement, except as required with the individual's
engagement with the Company, but does not include information already within the
public domain at the time the information is acquired by the Individual, or
information that subsequently becomes public through no act or omission of the
Individual or Company.

The Individual agrees that all files, records, documents, drawings,
specifications, equipment and similar items relating to the business of the
Individual, whether prepared by the Individual or otherwise, coming into the
Individual's possession shall remain the exclusive property of the Company
during and after the Agreement between the Company and the Individual.

During the term of this Agreement, the Individual shall not, directly or
indirectly, either as an employee, employer, consultant, agent, representative,
principal, partner, stock holder, corporate officer, director or in any
individual capacity engage or participate in any business that is in competition
in any manner whatsoever with the business of the Company.

The term of this Agreement is effective as the date signed below and will be in
force, regardless of any circumstance, for five years within the United States
and Foreign Countries accordingly.

In the event of an alleged breach of this Agreement by the individual, it is
specifically agreed by the parties that the Company may seek any and all legal
redress, including, without limitation, restraining orders and injunctive
relief, in a federal or state court within San Bernardino County, California
(which shall have jurisdiction and be the proper place of venue); and if any
breach is proven, the individual shall pay the reasonable attorney's fees and
costs of the Company, as well as any proven damages.

In the event a court of competent jurisdiction rules that a provision of this
Agreement is illegal or void, the remainder of this Agreement shall remain
intact, with full force and legal effect.

 In witness whereof, the parties set their hand this 12th day of November, 2004.



Individual:
                      --------------------------------        ------------------
                      Michael Stulmaker                       Date
                      MW Leasing, Inc.
                      620 N. Coit Rd., Suite 2150-B
                      Richardson, TX 75080

Company:              /s/ Scott Sand                          November 12, 2004
                      --------------------------------        ------------------
                      Scott Sand, CEO   & Chairman            Date
                      Ingen Technologies, Inc.