INTELLECTUAL PROPERTY SECURITY AGREEMENT

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Exhibi 10.4

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

         INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "AGREEMENT"), dated as
of June 16, 2008, by and among Ingen Technologies, Inc., a Georgia corporation
("PARENT"), [_____________] (collectively the "Subsidiary")(hereinafter the
Parent and the Subsidiary shall collectively be referred to as the "COMPANY")
and the secured parties signatory hereto and their respective endorsees,
transferees and assigns (collectively, the "SECURED PARTY").

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Securities Purchase Agreement, dated the date
hereof, between Parent and the Secured Party (the "PURCHASE AGREEMENT"), Parent
has agreed to issue to the Secured Party and the Secured Party has agreed to
purchase from Parent certain of Parent's 6% Callable Secured Convertible Notes,
due three years from the date of issue (the "NOTES"), which are convertible into
shares of Company's Common Stock, no par value per share (the "COMMON STOCK").
In connection therewith, Parent shall issue the Secured Party certain Common
Stock purchase warrants (the "WARRANTS"); and

         WHEREAS, the Parent and the Subsidiary have been, and are now, engaged
in [INSERT DESCRIPTION OF BUSINESS]. [INSERT DETAILED NATURE OF RELATIONSHIP AND
BENEFIT RECEIVED BY SUBSIDIARY FROM PARENT -for example -- IN THE PAST, AS NOW,
THE PARENT HAS PROVIDED FINANCING FOR THE SUBSIDIARY, AND THE SUBSIDIARY HAS
RELIED UPON THE PARENT TO PROVIDE SUCH FINANCING. IN ADDITION, IT IS ANTICIPATED
THAT, IF THE SUBSIDIARY EXECUTES AND DELIVERS THIS AGREEMENT, THE PARENT WILL
CONTINUE TO PROVIDE SUCH FINANCING TO THE SUBSIDIARY, AND THAT THE PROCEEDS OF
THE PURCHASE AGREEMENT AND NOTES WILL BE USED, IN PART, FOR THE GENERAL WORKING
CAPITAL PURPOSES OF THE Subsidiary]; and

         WHEREAS, [THE SUBSIDIARY CONSTITUTES ALL OF THE SUBSIDIARIES OF THE
PARENT AND] it is in the best interest of the Subsidiary as subsidiaries of the
Parent and the indirect beneficiaries of the Purchase Agreement and Notes, that
the Secured Party enter into the Purchase Agreement and purchase the Notes to
the Company; and

         WHEREAS, in order to induce the Secured Party to purchase the Notes,
Company has agreed to execute and deliver to the Secured Party this Agreement
for the benefit of the Secured Party and to grant to it a first priority
security interest in certain Intellectual Property (defined below) of Company to
secure the prompt payment, performance and discharge in full of all of Company's
obligations under the Notes and exercise and discharge in full of Company's
obligations under the Warrants; and

         WHEREAS, in light of the foregoing, the Company expects to derive
substantial benefit from the Purchase Agreement and sale of the Notes and the
transactions contemplated thereby and, in furtherance thereof, has agreed to
execute and deliver this Agreement.

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

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         1. DEFINED TERMS. Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so defined; and
the following terms shall have the following meanings:

                  "SOFTWARE INTELLECTUAL PROPERTY" shall mean:

                  (a) all software programs (including all source code, object
code and all related applications and data files), whether now owned, upgraded,
enhanced, licensed or leased or hereafter acquired by the Company, above;

                  (b) all computers and elec tronic data processing hardware and
firmware associated therewith;

                   (c) all documentation (including flow charts, logic diagrams,
manuals, guides and specifications) with respect to such software, hardware and
firmware described in the preceding clauses (a) and (b); and

                  (d) all rights with respect to all of the foregoing,
including, without limitation, any and all upgrades, modifications, copyrights,
licenses, options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights, renewal rights and
indemnifications and substitutions, replacements, additions, or model
conversions of any of the foregoing.

         "COPYRIGHTS" shall mean (a) all copyrights, registrations and
applications for registration, ISSUED or filed, including any reissues,
extensions or renewals thereof, by or with the United States Copyright Office or
any similar office or agency of the United States, any state thereof, or any
other country or political subdivision thereof, or otherwise, including, all
rights in and to the material constituting the subject matter thereof,
including, without limitation, any referred to in SCHEDULE B hereto, and (b) any
rights in any material which is copyrightable or which is protected by common
law, United States copyright laws or similar laws or any law of any State,
including, without limitation, any thereof referred to in SCHEDULE B hereto.

         "COPYRIGHT LICENSE" shall mean any agreement, written or oral,
providing for a grant by the Company of any right in any Copyright, including,
without limitation, any thereof referred to in SCHEDULE B hereto.

         "INTELLECTUAL PROPERTY" shall means, collectively, the Software
Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks, Trademark Licenses and Trade Secrets.

         "OBLIGATIONS" means all of the Company's obligations under this
Agreement and the Notes, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or unliquidated, whether or not jointly owed with others, and whether or not
from time to time decreased or extinguished and later decreased, created or
incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from the Secured Party as a preference, fraudulent
transfer or otherwise as such obligations may be amended, supplemented,
converted, extended or modified from time to time.

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         "PATENTS" shall mean (a) all letters patent of the United States or any
other country or any political subdivision thereof, and all reissues and
extensions thereof, including, without limitation, any thereof referred to in
SCHEDULE B hereto, and (b) all applications for letters patent of the United
States and all divisions, continuations and continuations-in-part thereof or any
other country or any political subdivision, including, without limitation, any
thereof referred to in SCHEDULE B hereto.

         "PATENT LICENSE" shall mean all agreements, whether written or oral,
providing for the grant by the Company of any right to manufacture, use or sell
any invention covered by a Patent, including, without limitation, any thereof
referred to in SCHEDULE B hereto.

         "SECURITY AGREEMENT" shall mean the a Security Agreement, dated the
date hereof between Company and the Secured Party.

         "TRADEMARKS" shall mean (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any state thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in SCHEDULE B hereto, and (b) all reissues,
extensions or renewals thereof.

         "TRADEMARK LICENSE" shall mean any agreement, written or oral,
providing for the grant by the Company of any right to use any Trademark,
including, without limitation, any thereof referred to in SCHEDULE B hereto.

         "TRADE SECRETS" shall mean common law and statutory trade secrets and
all other confidential or proprietary or useful information and all know-how
obtained by or used in or contemplated at any time for use in the business of
the Company (all of the foregoing being collectively called a "TRADE SECRET"),
whether or not such Trade Secret has been reduced to a writing or other tangible
form, including all documents and things embodying, incorporating or referring
in any way to such Trade Secret, all Trade Secret licenses, including each Trade
Secret license referred to in SCHEDULE B hereto, and including the right to sue
for and to enjoin and to collect damages for the actual or threatened
misappropriation of any Trade Secret and for the breach or enforcement of any
such Trade Secret license.

         2. GRANT OF SECURITY INTEREST. In accordance with Section 3(m) of the
Security Agreement, to secure the complete and timely payment, performance and
discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the
Secured Party, a continuing security interest in, a continuing first lien upon,
an unqualified right to possession and disposition of and a right of set-off
against, in each case to the fullest extent permitted by law, all of the
Company's right, title and interest of whatsoever kind and nature in and to the
Intellectual Property (the "SECURITY INTEREST").

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         3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants, and covenants and agrees with, the Secured Party as follows:

         (a) The Company has the requisite corporate power and authority to
enter into this Agreement and otherwise to carry out its obligations thereunder.
The execution, delivery and performance by the Company of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company.
This Agreement constitutes a legal, valid and binding obligation of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor's rights generally.

         (b) The Company represents and warrants that it has no place of
business or offices where its respective books of account and records are kept
(other than temporarily at the offices of its attorneys or accountants) or
places where the Intellectual Property is stored or located, except as set forth
on SCHEDULE A attached hereto;

         (c) The Company is the sole owner of the Intellectual Property (except
for non-exclusive licenses granted by the Company in the ordinary course of
business), free and clear of any liens, security interests, encumbrances, rights
or claims, and is fully authorized to grant the Security Interest in and to
pledge the Intellectual Property. There is not on file in any governmental or
regulatory authority, agency or recording office an effective financing
statement, security agreement, license or transfer or any notice of any of the
foregoing (other than those that have been filed in favor of the Secured Party
pursuant to this Agreement) covering or affecting any of the Intellectual
Property. So long as this Agreement shall be in effect, the Company shall not
execute and shall not knowingly permit to be on file in any such office or
agency any such financing statement or other document or instrument (except to
the extent filed or recorded in favor of the Secured Party pursuant to the terms
of this Agreement), except for a financing statement covering assets acquired by
the Company after the date hereof, provided that the value of the Intellectual
Property covered by this Agreement along with the Collateral (as defined in the
Security Agreement) is equal to at least 150% of the Obligations.

         (d) The Company shall at all times maintain its books of account and
records relating to the Intellectual Property at its principal place of business
and its Intellectual Property at the locations set forth on SCHEDULE A attached
hereto and may not relocate such books of account and records unless it delivers
to the Secured Party at least 30 days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the
United States) and (ii) evidence that the necessary documents have been filed
and recorded and other steps have been taken to perfect the Security Interest to
create in favor of the Secured Party valid, perfected and continuing first
priority liens in the Intellectual Property to the extent they can be perfected
through such filings.

          (e) This Agreement creates in favor of the Secured Party a valid
security interest in the Intellectual Property securing the payment and
performance of the Obligations and, upon making the filings required hereunder,
a perfected first priority security interest in such Intellectual Property to
the extent that it can be perfected through such filings.

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         (f) Upon request of the Secured Party, the Company shall execute and
deliver any and all agreements, instruments, documents, and papers as the
Secured Party may request to evidence the Secured Party's security interest in
the Intellectual Property and the goodwill and general intangibles of the
Company relating thereto or represented thereby, and the Company hereby appoints
the Secured Party its attorney-in-fact to execute and file all such writings for
the foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power being coupled with an interest is irrevocable until the
Obligations have been fully satisfied and are paid in full.

         (g) The execution, delivery and performance of this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
passage of time or notice, shall constitute a breach or default, under any
agreement to which the Company is a party or by which the Company is bound. No
consent (including, without limitation, from stock holders or creditors of the
Company) is required for the Company to enter into and perform its obligations
hereunder.

          (h) The Company shall at all times maintain the liens and Security
Interest provided for hereunder as valid and perfected first priority liens and
security interests in the Intellectual Property to the extent they can be
perfected by filing in favor of the Secured Party until this Agreement and the
Security Interest hereunder shall terminate pursuant to Section 11. The Company
hereby agrees to defend the same against any and all persons. The Company shall
safeguard and protect all Intellectual Property for the account of the Secured
Party. Without limiting the generality of the foregoing, the Company shall pay
all fees, taxes and other amounts necessary to maintain the Intellectual
Property and the Security Interest hereunder, and the Company shall obtain and
furnish to the Secured Party from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.

         (i) The Company will not transfer, pledge, hypothecate, encumber,
license (except for non-exclusive licenses granted by the Company in the
ordinary course of business), sell or otherwise dispose of any of the
Intellectual Property without the prior written consent of the Secured Party.

          (j) The Company shall, within ten (10) days of obtaining knowledge
thereof, advise the Secured Party promptly, in sufficient detail, of any
substantial change in the Intellectual Property, and of the occurrence of any
event which would have a material adverse effect on the value of the
Intellectual Property or on the Secured Party's security interest therein.

         (k) The Company shall permit the Secured Party and its representatives
and agents to inspect the Intellectual Property at any time, and to make copies
of records pertaining to the Intellectual Property as may be requested by the
Secured Party from time to time.

         (l) The Company will take all steps reasonably necessary to diligently
pursue and seek to preserve, enforce and collect any rights, claims, causes of
action and accounts receivable in respect of the Intellectual Property.

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         (m) The Company shall promptly notify the Secured Party in sufficient
detail upon becoming aware of any attachment, garnishment, execution or other
legal process levied against any Intellectual Property and of any other
information received by the Company that may materially affect the value of the
Intellectual Property, the Security Interest or the rights and remedies of the
Secured Party hereunder.

         (n) All information heretofore, herein or hereafter supplied to the
Secured Party by or on behalf of the Company with respect to the Intellectual
Property is accurate and complete in all material respects as of the date
furnished.

          (o) SCHEDULE A attached hereto contains a list of all of the
subsidiaries of Company.

         (p) SCHEDULE B attached hereto includes all Licenses, and all Patents
and Patent Licenses, if any, owned by the Company in its own name as of the date
hereof. SCHEDULE B hereto includes all Trademarks and Trademark Licenses, if
any, owned by the Company in its own name as of the date hereof. SCHEDULE B
hereto includes all Copyrights and Copyright Licenses, if any, owned by the
Company in its own name as of the date hereof. SCHEDULE B hereto includes all
Trade Secrets and Trade Secret Licenses, if any, owned by the Company as of the
date hereof. To the best of the Company's knowledge, each License, Patent,
Trademark, Copyright and Trade Secret is valid, subsisting, unexpired,
enforceable and has not been abandoned. Except as set forth in SCHEDULE B, none
of such Licenses, Patents, Trademarks, Copyrights and Trade Secrets is the
subject of any licensing or franchise agreement. To the best of the Company's
knowledge, no holding, decision or judgment has been rendered by any
Governmental Body which would limit, cancel or question the validity of any
License, Patent, Trademark, Copyright and Trade Secrets . No action or
proceeding is pending (i) seeking to limit,