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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
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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.