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Exhibit 99.2
[INGEN LOGO]
285 E. County Line Road, Calimesa California 92320
(800) 259-9622 FAX: (800) 777-1186
EXCLUSIVE DISTRIBUTION AGREEMENT
This Agreement made effective as of this 1st day of December, 2006,
by and
Between Secure Health, Inc., A Corporation, further referred to as
the
("Contractor"); and INGEN TECHNOLOGIES, INC., A Nevada Corporation,
further
referred to as the ("Company"), and is made with reference to the
following.
RECITALS
A. The Company is a Medical Device Manufacturer, and in the
business of
providing medical products and services on a global basis. Said
products and services are inclusive of, but not limited to,
vestibular
function testing and balance testing, referred to as "Secure
Balance(TM)", OxyAlert(TM) and OxyView(TM).
B. The Company desires to engage the services of the Contractor
to
exclusively distribute Secure Balance(TM) as described in
Exhibit-A.
The Company authorizes domestic rights to the Contractor for all
sales
of Secure Balance(TM) in the United States and Canada.
C. The Contractor has the expertise, knowledge and resources
for
development and implementation of the exclusive distribution of
Secure
Balance(TM) products and agrees to sell the Secure Balance(TM)
products
on a "best efforts" basis.
D. The Company will provide product, installation, training,
advertising &
market assistance, promotional materials and other
developmental
documentation used to promote said products and services in
accordance
to all laws of which govern the Company in this type of
industry.
E. The Company desires to utilize the Contractor's expertise,
knowledge
and other resources for developing and promoting said services
as
described in the above recitals for the purpose of establishing
sales
of Secure Balance(TM) products and services, and as such, the
Contractor desires to distribute the Secure Balance(TM) products
and
services provided by the Company.
NOW, THEREFORE, the Parties mutually agree as follows:
1. In consideration of the Contractor furnishing the expertise,
knowledge
and other resources in providing said services and market
assistance as
set forth in the above recitals hereof
1. Upon signing of this Agreement, the Contractor will receive
500,000
common shares of Ingen Technologies, Inc..
2. The Company agrees to pay the Contractor a 14% (fourteen
percent)
commission of the list sale price, not inclusive of taxes or
freight,
of all Secure Balance(TM) sales.
3. Upon the Contractor selling their first 13 Secure
Balance(TM)
systems, the Company will issue a total of 250,000 restricted
common
shares to the Contractor according to the following schedule.
100,000 shares issued after first 5 systems sold.
100,000 shares issued after first 10 systems sold.
50,000 shares issued after first 13 systems sold.
2. The Company authorizes the Contractor, and any of his
sub-marketing
groups, to market, promote and sell the products and services of
the
Company as described in Exhibit-A. Any other products and
services
offered by the Company are not a part of this Agreement and may not
be
sold and/or marketed by the Contractor without the written
permission
or authorization from the Company.
3. As a part of the services specified herein, the Contractor
accepts the
above considerations and understands his/her rights to sell
said
services within the United States and abroad. The Contractor agrees
to
provide his/her "best efforts" to distribute and sell the
Secure
Balance(TM) products and services.
4. The Contractor is only responsible to market and sell the
Secure
Balance(TM) program. The Company is responsible to provide
installation, training, clinical/technical support, and warranty
repair
to the customer.
5. Except for the amounts paid to the Contractor as stated in
paragraph-1
and within the Recitals herein, the Contractor shall not be
entitled to
other payment and/or reimbursement for expenses incurred pursuant
to
this Agreement. All costs and expenses incurred by the Contractor
in
rendering said services shall be reimbursed or advanced by the
Company
only upon written authorization to the Contractor by the
Company.
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6. The Company agrees to provide full and proper assistance to
the
Contractor inclusive of administrative support, technical support,
and
professional support on a best efforts basis and within
regulatory
guidelines and laws set forth for providing said services and
without
penalty to the Contractor.
7. The Contractor agrees to provide the Company with proper tax
documentation and identification upon the signing of this Agreement
in
accordance to State and Federal tax laws.
8. The relationship between both parties created by this Agreement
is that
of principal ("the Company") and Outside Contractor ("the
Contractor")
in that the time spent and the professional manner in which the
services are performed shall solely be the responsibility of
the
Contractor. However, the Contractor agrees to use their best and
most
diligent efforts, within all laws, to provide the resources and
expertise under the terms and conditions setforth herein.
9. During the term of this Agreement the Contractor has the right
to
promote services, either directly and/or indirectly, to any entity
that
has a similar products as provided by the Company for the duration
of
this Agreement.
10.
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