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

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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.





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         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.

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