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EXHIBIT 10.25
[INGEN LOGO]
FINANCIAL PROCUREMENT DEVELOPMENT AGREEMENT
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THIS AGREEMENT made this 15th day of
October, 2004 with Ingen Technologies,
Inc., a Georgia Corporation, whose business
address is 285 E. County Line Road,
Calimesa, California 92320, hereinafter
referred to as the "Business"; and KHOO
Yong Sin, an Individual, whose address is
at No. 21 Upper Weld Road, Singapore
207378, is further referred to as the
"Finder".
WHEREAS, The Business seeks "Financing" ,
or such other sums as it may agree to
accept, from the Finder and/or it's third
party lenders or Investors.
WHEREAS, The Business may seek additional
financing for other development
projects or to develop other business
relationships or joint ventures;
WHEREAS, The Finder is engaged in the
business of maintaining relationships with
various lenders; and with various
development companies and consortiums that
provide development services and products;
and assisting businesses in acquiring
development partners and establishing joint
ventures or investment shares;
WHEREAS, for the purpose of this Agreement,
the existing terms and conditions
shall have the following meanings:
The term "CONNECTED PERSONS" shall include,
but not be limited to, any banks,
lawyers, agents, corporations, consultants,
advisors, consortia, and/or
syndicate members, associates, affiliates,
and any person, corporation or entity
that comes to have any knowledge or
information concerning any and all
transactions covered by this Agreement, as
a result of any communication
directly with, originating from, or
relating to either the Business or the
Finder.
The term "DEVELOPMENT" shall mean any and
all projects of the Business that are
funded by the Finder's third party lenders
subsequent to the Business' first
project as contemplated hereunder. These
projects may include, but are not
limited to, construction, design, equipment
and other services and products
which the Finder assists the Business in
funding as well as assisting the
Business in acquiring development partners
or joint ventures.
The terms "FINANCE" or "FINANCING" or
"FUNDING" or "Investors" or "Investing"
shall mean the consideration in the form of
monies or benefit(s) that the
Business has authorized the Finder to
obtain on its behalf.
The term "LENDER(S)" shall include, but not
be limited to, any type of financing
source or organization from whom a
commitment to provide a loan or obtain a
benefit is sought.
The terms "LOAN" or "BENEFIT" shall mean
the advancement or commitment to
advance monies or other consideration, in
the form of either Debt or Equity
resulting from the efforts of the Finder
for the benefit of the Business. The
"Benefit" may include, but not necessarily
be limited to, loans, private
placements, mergers, acquisitions and the
sales of various forms of securities
or stock.
The term "TRANSACTION(S)" shall include any
and all stages of negotiations,
discussions, communications, of whatever
form, and completions between the
parties hereto and their connected persons
regarding opportunities to enter into
business transactions made available by
either party and their connected persons
to the other party and its connected
persons, which transactions shall
specifically include arranging the purchase
and sale of all types of banking
instruments, assets, commodities, and all
types of financial facilities.
NOW, THEREFORE, in accordance herewith, the
Business and the Finder acknowledge
and agree to the following covenants, terms
and conditions:
1. SCOPE OF WORK:
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The Finder, on a non-exclusive
basis, agrees to use their best efforts and
reasonable diligence to identify one or
more appropriate companies, consultants,
Lenders or Investors and to seek suitable
distribution of products, funding or
investment for the Business, on a
best-efforts basis, for the Business pursuant
to this Agreement.
2. CONFIDENTIALITY AND
NON-CIRCUMVENTION:
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The Finder and Company have
entered into a separate Confidentiality and
Non-Circumvention Agreement.
3. FEES, COSTS AND CHARGES:
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a. "Fees, Costs and Charges"
identified hereinafter shall be due and payable
in accordance
herewith.
1. PLACEMENT FEES. The Finder shall
receive for its services rendered, a
placement fee of 5% (Five Percent) to be deemed earned at the time
of
The Business's acceptance of the financing, which shall be upon
the
signing by the Business of the Lender's or Investor's Commitment
Letter
or other similar documentation. The placement fee shall be
calculated
on a percentage of the total "Financing" or "Investing"committed to
the
Business. The
Finder and Business agree that the Placement fee will be
distributed as follows:
a) 0% (None) of the Placement
Fee will be paid in tender, and will equal 0%
(none) of the
net funding amount.
b) 5% (Five Percent) of the
Placement Fee will be paid in equity, whereas the
Business will
deliver public shares that are registered and restricted
under SEC
Rule-144 to the Finder equal to the amount of 5% (Five Percent)
of the net
funding amount.
2. The Business will pay the
Finder its' entire placement fee on the day the
first funds are
deposited in the Bussiness' bank account and approved by
the bank, from
the Finder's third party lenders or investor.
3. This same placement fee
shall apply to any and all projects of the Business
that originate
and are funded by the Finder's third party lenders or
investor
subsequent to the Business's first project, as contemplated
hereunder, for a
period of three (3) years fro
