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EXHIBIT 10.36
CONSULTING AGREEMENT
CONSULTING AGREEMENT (The "Agreement") dated as of November 19,
2008
between Hans Gassner, c/o Wallace & Partners, One Portland
Street, London and
Ingen Technologies, Inc., 35193Avenue A, Suite C, Yucaipa,
California 92399.
RECITALS:
A. Client desires to expand its presence in the European Union
(the
"EU)", to establish its corporate image in the EU and to increase
awareness
among the business community and public in the EU, including
potential
purchasers of Oxyview and OxyAlert and other respiratory products,
and potential
customers for Client's other products or services.
B. Client desires to retain the services of Consultant in the EU
with
the objectives of (1) promoting, positioning and marketing Client`s
corporate
image, trademarks, brand names, products and services, (2)
identifying potential
business development partners, (3) identifying potential
acquisition targets and
structuring potential business acquisitions (other than any reverse
merger), (4)
developing new business strategies, and (5) developing marketing
and advertising
materials, agreements, and other documents in connection with the
foregoing (the
"Objectives").
C. Consultant has the expertise necessary to accomplish the
Objectives.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements, and upon the terms and conditions hereinafter set
forth, the parties
agree as follows:
1. Retention of Consultant. Client engages Consultant to
provide
consulting services to Client as may be necessary, proper or
advisable to
achieve the Objectives, and Consultant accepts such engagement,
subject to the
terms and conditions of this Agreement.
2. Services. Consultant agrees to work diligently and to the best
of
Consultant's knowledge, skill and ability to accomplish the
Objectives.
Consultant may out-source or contract for the performance of
certain duties to
persons that are competent and qualified to perform such duties and
who shall be
bound in writing to all of the provisions of this Agreement to the
same extent
as Consultant. Consultant shall keep Client fully informed of the
foregoing
activities; and, in general, cooperate with Client in connection
with the
foregoing activities. Consultant shall not provide any services in
connection
with the offer or sale of securities in a capital-raising
transaction, and
Consultant's services hereunder shall not directly or indirectly
promote or
maintain a market for Client's securities. In performing its
duties, Consultant
agrees to adhere to and to act in accordance with all applicable
laws, rules and
regulations, the policies and procedures of Client in effect from
time to time,
all written and oral instructions received from an authorized
officer or
employee of Client, and high ethical standards.
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3. Compensation. Promptly upon execution of this agreement,
Client
shall pay Consultant a one-time nonrefundable fee of $75,000 USD
(the "Fee")
payable in the form of 7,500,000 shares of its Common Stock, no par
value (the
"Shares") and file a Registration Statement on Form S-8 with the
United States
Securities and Exchange Commission (the "SEC") to cover the resale
of the Shares
to the public. The number of Shares shall be determined by dividing
the amount
of the Fee by the closing bid price for one Share on the last
trading day
preceding the date the registration statement is filed. Promptly
after the
effective date of said registration statement, certificates
evidencing the
Shares shall be issued in the name of and delivered to Consultant
without
restrictive legend in such denominations, as Consultant shall
designate. Client
will bear the costs of the registration statement and issuance of
the Shares.
The shares will be issued in increments of 750,000 common shares
without legend,
as per the
