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Exhibit 10.45



INGEN TECHNOLOGIES, INC.
35193 Avenue A, Suite C
Yucaipa,  CA  92399
(909) 790-7180 FAX: (909) 790-7185

                                    AGREEMENT

This Agreement made effective as of this 1st day of January, 2008, by and
Between Brad Klearman, further referred to as the ("Contractor") whose principal
address is 11620 Misty Moss Ct., St. Louis MO 63146; and INGEN TECHNOLOGIES,
INC., A Nevada Corporation, further referred to as the ("Company"), whose
principal address is 35193 Avenue A, Yucaipa, California 92399 , 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, referred to as Secure
         Balance(TM), and respiratory care products referred to as OxyAlert(TM)
         and OxyView(TM).

B.       The Company desires to engage the services of the Contractor to
         increase sales of its product line, inclusive of but not limited to,
         Oxyview(TM), OxyAlert(TM) and Secure Balance(TM).

C.       The Contractor agrees to serve as a Director and member of the Board of
         Directors for Ingen Technologies, Inc. and agrees to perform on a "best
         efforts" basis.

D.       The Company desires to utilize the Contractor's expertise, knowledge
         and other resources as described in the above recitals.

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;

                  a)       The Company agrees to pay the Contractor a 10%/5%
                           cash/stock under the terms of a FINDER'S FEE
                           AGREEMENT for related funding and capital financing
                           activities.

                  b)       The Company will continue with the existing Agreement
                           regarding commissions Paid for all Oxyview(TM) sales.

                  c)       The Contractor will receive 200,000 shares of
                           Restricted Common Stock for each year served as a
                           member of the Board of Directors. In addition, the
                           Contractor will receive $500 per Board Meeting and
                           material review as authorized by the Chairman.

                  d)       The Contractor will receive a $3,000 per month
                           retainer paid either in cash or restricted shares,
                           depending on the company's ability to pay. The
                           Contractor will receive an employment contract to act
                           as COO in value of $200,000 annually plus benefits
                           effective upon the first $1,000,000 produced through
                           Oxyview(TM) sales through Invacare Supply Group or
                           other third party distributors. This salary will
                           continue for a 12 month period, at which time it will
                           continue upon Invacare Supply Group's/third party
                           distirbutors ability to purchase $2,000,000 or more
                           of product on an annual basis thereafter. It is
                           understood that Oxyview(TM) product sales need to be
                           consistent in order to maintain the employment
                           contract. The $3,000 retainer will be off-set from
                           the employment salary when it becomes effective.
                           Further, in case of early termination of this
                           contract, the company is not responsible to make any
                           further cash or stock disbursements after the date of
                           termination.

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         2.       The Company holds harmless and indemnifies the Contractor from
                  all liabilities associated with any claims or lawsuits.

         3.       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.

         4.       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.

         5.       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.

         6.       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 set forth herein.

         7.       During the term of this Agreement the Contractor does not have
                  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.

         8.       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.

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         9.       This Agreement shall continue in effect for a period of three
                  years (3-yrs), and may be continued thereafter only by the
                  express mutual agreement of both parties. This agreement can
                  only be terminated by breech of contract. One or both parties
                  must submit, in writing, with a 30 day notice, any
                  termination.

         10.      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.

         11.      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.

         12.      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.

         13.      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.

         14.      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.

         15.      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.

         16.      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

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                  Contractor:                        Brad Klearman
                                                     11620 Misty Moss Ct.
                                                     St. Louis,  MO  63146
                                                     Tax ID. ###-##-####
                                                     314-256-9399
                                                     Brad@medigroup.com

17.      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/ Brad Klearman                  12/12/2007
                            -----------------------------  ------------------
                            Brad Klearman                       Date

         The Company:
                            /s/ Scott Sand                 December 7th, 2007
                            -----------------------------  ------------------
                            Scott Sand, CEO                     Date




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