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EXHIBIT 10.19
CONSULTING AND MARKETING AGREEMENT
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THIS AGREEMENT, made and entered into as of
the 21ST day of FEBRUARY, 2005 by
and between XCEL ASSOCIATES, INC., a New
Jersey corporation with offices located
at 224 Middle Road, Hazlet, New Jersey
07730 ("XAI") and INGEN TECHNOLOGIES,
INC., a Georgia corporation with offices
located at 285 E. County Line Rd.
Calimesa, CA 92320 ("IGTN")
W I T N E S S E T
H:
- - - - - - - - - -
WHEREAS, XAI provides consultation and advisory services relating
to
business management and marketing; and
WHEREAS,IGTN desires to utilize XAI services in connection with
its
operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, XAI and
IGTN hereby agree as follows:
1.
CONSULTING AND MARKETING SERVICES. Effective as of the 21ST day
of
FEBRUARY, 2005 by and subject to the terms and conditions
herein
contained, XAI shall provide business management, marketing
consultation and advisory services to IGTN. Such services shall
include:
(a) Market
Awareness to the Financial Community
(b) Assistance
in Marketing of products and/or services and
setting up meetings with prospective clients and investors,
In addition, XAI agrees to act as Company Contact for IGTN with
regards
to telephone inquiries and investor relations, and by providing
this
service will be fully authorized to represent IGTN in answering
all
investor related questions.
2.
PAYMENT. In consideration for the services of XAI to be
provided
hereunder, IGTN agrees to transfer to XAI 150,000 (ONE HUNDRED
FIFTY
THOUSAND) Free Trading shares of IGTN common stock each month for
a
period of SIX MONTHS, for a total of 900,000 (Nine Hundred
Thousand)
shares.
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3.
PERSONNEL. XAI shall be an independent contractor and no
personnel
utilized by XAI in providing services hereunder shall be deemed
an
employee of IGTN. Moreover, neither XAI nor any such person shall
be
empowered hereunder to act on behalf of IGTN. XAI shall have the
sole
and exclusive responsibility and liability for making all reports
and
contributions, withholdings, payments and taxes to be
collected,
withheld, m
