PLACEMENT AGENCY AGREEMENT



     THIS AGREEMENT ("Agreement") is made as of the 5th day of January 2006, by

and between Ingen Technologies, Inc., the ("Company"), and, JPC Capital

Partners, Inc., a Georgia corporation (the "Agent").



                                  WITNESSETH:



     WHEREAS, the Company desires to consider strategic alternatives available

that include, but are not limited to, issuing and selling equity of the Company

in the amount of up to $5,000,000.00 (Five Million Dollars); and



     WHEREAS, the Agent has offered to assist the Company in the procurement of

potential purchasers of the Company's equity. Further the Company desires to

secure the services of the Agent on the terms and conditions hereinafter set

forth.



                                   AGREEMENT



     NOW, THEREFORE, in consideration of the premises and the mutual promises,

conditions and covenants herein contained, the parties hereto do hereby agree as

follows:



     1. Engagement of Agent. The Company hereby appoints the Agent as

nonexclusive Agent to procure potential purchasers of the Company's equity (the

"Agent Services"). The Agent, on the basis of the representations and warranties

herein contained, but subject to the terms and conditions herein set forth,

accepts such appointment. This appointment shall be irrevocable for the period

commencing as of the date hereof and ending upon the termination of the

Agreement in accordance with Section 8 hereof (the "Term").



     2. Representations and Warranties of the Company. In order to induce the

Agent to enter into this Agreement, the Company hereby represents and warrants

to and agrees with the Agent as follows:



     (a) Accuracy of Information. All written information provided by the

Company to the Agent regarding the Company is true and does not omit any

material fact necessary to make such information, in light of the circumstances

under which it was delivered, not misleading, as of the date hereof. All written

information provided by the Company to the Agent regarding the Company after the

date hereof shall be true and shall not omit any material fact necessary to make

such information, in light of the circumstances under which it was delivered,

not misleading, as of the date of delivery. The Company undertakes no obligation

to update information after it is provided, and makes no representations or

warranty as to the accuracy of financial projections or as to information

provided orally.



     (b) No Defaults. The execution and delivery of this Agreement, and the

consummation of the transactions herein contemplated, and compliance with the

terms of this Agreement will not conflict with or result in a material breach of

any of the terms, conditions or provisions of, or constitute a default under,

the Articles of Incorporation or By-Laws of the Company (in any respect that is

material to the Company), any material note, indenture, mortgage, deed of trust,

or other agreement or instrument to which the Company is a party or by which the

Company or any property of the Company is bound, or to the best of the Company's

knowledge, any existing law, order, rule, regulation, writ, injunction or decree

of any government, governmental instrumentality, agency or body, arbitration

tribunal or court, domestic or foreign, having jurisdiction over the Company or

any property of the Company, which breach would have a material adverse affect

on the business or financial condition of the Company.



     (c) Incorporation and Authorization. The Company is duly formed and validly

existing in good standing as a corporation under the laws of the State of its

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