THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE

SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,

SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE

144 OR REGULATION S UNDER SAID ACT.



                       CALLABLE SECURED CONVERTIBLE NOTE



Yucaipa, California

Date                                                              $



        FOR VALUE RECEIVED, INGEN TECHNOLOGIES, INC., a Georgia Corporation

(hereinafter called the "Borrower"), hereby promises to pay to the order of

___________ or registered assigns (the "Holder") the sum of ________, on

_____________ (the "Maturity Date"), and to pay interest on the unpaid principal

balance hereof at the rate of six percent (6%) (the "Interest Rate") per annum

from _____________ (the "Issue Date") until the same becomes due and payable,

whether at maturity or upon acceleration or by prepayment or otherwise. Any

amount of principal or interest on this Note which is not paid when due shall

bear interest at the rate of fifteen percent (15%) per annum from the due date

thereof until the same is paid ("Default Interest"). Interest shall commence

accruing on the Issue Date, shall be computed on the basis of a 365-day year and

the actual number of days elapsed and shall be payable quarterly provided that

no interest shall be due and payable for any month in which the Trading Price

(as such term is d efined below) is greater than $.0875 for each Trading Day (as

such term is defined below) of the month. All payments due hereunder (to the

extent not converted into common stock, no par value per share (the "Common

Stock") in accordance with the terms hereof) shall be made in lawful money of

the United States of America. All payments shall be made at such address as the

Holder shall hereafter give to the Borrower by written notice made in accordance

with the provisions of this Note. Whenever any amount expressed to be due by the

terms of this Note is due on any day which is not a business day, the same shall

instead be due on the next succeeding day which is a business day and, in the

case of any interest payment date which is not the date on which this Note is

paid in full, the extension of the due date thereof shall not be taken into

account for purposes of determining the amount of interest due on such date. As

used in this Note, the term "business day" shall mean any day other than a

Saturday, Sunday or a day on which commercial banks in the city of New York, New

York are authorized or required by law or executive order to remain closed. Each

capitalized term used herein, and not otherwise defined, shall have the meaning

ascribed thereto in that certain Securities Purchase Agreement, dated March 15,

2007, pursuant to which this Note was originally issued (the "Purchase

Agreement").





        This Note is free from all taxes, liens, claims and encumbrances with

respect to the issue thereof and shall not be subject to preemptive rights or

other similar rights of shareholders of the Borrower and will not impose

personal liability upon the holder thereof. The obligations of the Borrower

under this Note shall be secured by that certain Security Agreement and

Intellectual Property Security Agreement, each dated March 15, 2007 by and

between the Borrower and the Holder.





        The following terms shall apply to this Note:





                         Article VI. CONVERSION RIGHTS

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