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

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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

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