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EXHIBIT 10.20
INGEN TECHNOLOGIES, INC.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (The
"Agreement") is made and entered into this
15th day of October, 2004; by and between
KHOO Yong Sin (the "Purchaser"), a an
Individual representing various investment
groups, having its principal
offices/location at No. 21 Upper Weld Road,
Singapore 207378, and Ingen
Technologies. Inc. (the "Seller", "Ingen"
or the "Company"), a Goergia
corporation, having its corporate
headquarters at 285 E. County Line Rd.,
Calimesa CA 92320;
W I T N E S S E T H:
WHEREAS, the Seller has the authority to issue 5,000,000 shares
(five
Million shares) of the Company's public
common stock that is Registered and
Restricted under SEC Rule-144; and
WHEREAS, the Seller is in the business of developing,
manufacturing,
marketing and selling medical and
commercial products; and
WHEREAS, the Seller is desirous of selling shares of its common
stock
at negotiated prices to sophisticated and
knowledgeable investors for the
purpose of raising working capital and
expanding its business in accordance with
its business plan; and
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WHEREAS, the Purchaser is representing various investors and
interested
in purchasing common shares of the
Company's stock in accordance with the terms
and conditions set forth herein,
WHEREAS, the parties hereto desire to set forth in writing
their
understandings and agreements;
NOW, THEREFORE, in consideration of the
following premises, representations,
warranties, covenants, and for other good
and valuable consideration, the timely
receipt and sufficiency of which are hereby
acknowledged, the parties hereto,
intending to be legally bound, agree as
follows:
1. Sale
of Shares
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Pursuant to the terms contained in this
Agreement, the Purchaser hereby agrees
that it will tender the purchase price (the
"Purchase Price") of $0.05 (Five
Cents) to buy up to 5,000,000 (Five
Million) shares (the "Shares") of public
common stock issued by the Company and
Restricted under Rule-144 pursuant to the
purchase schedule in Exhibit-A and made a
part hereof. The total amount of
purchase being $ 250,000 (Two Hundred Fifty
Thousand Dollars). This sum shall be
tendered in certified funds (cashier check
or bank draft) and/or a wire transfer
to the bank account of the Company pursuant
to the payment schedule attached and
made a part of herein as Exhibit-A. With
the simultaneous payment and delivery
of the Purchase Price by the Purchaser to
the Company, the Seller shall issue
and deliver to the Company immediate tender
for the said shares of common stock
referenced herein for value of the purchase
amount received by the Purchaser.
The Company shall be responsible for
assuring that the purchased shares are duly
recorded with the Stock Transfer Agent
referred to as Executive Registrar and
Transfer Agency, Inc., located in
Englewood, Colorado, and as fully assessable
and paid stock in the corporate stock
register and with the records of the
Company's stock transfer agent. Said event
shall hereinafter be known as the
"Closing."
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All parties further acknowledge that they
have had the opportunity to hire
counsel of their own choosing to serve as
counselors and advisors in this
transaction.
2.
Representations and Warranties of Seller.
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As a material inducement to Purchaser to
enter into this Agreement, Seller
hereby makes the following representations
and warranties, effective as of the
date hereof and AT Closing;
(a) The execution and delivery of this
Agreement and the consummation of the
transaction contemplated hereby does not,
and as of Closing shall not, violate
any provision of any existing law or
regulation, or any mortgage, indenture,
security agreement, contract, or other
agreement to which Seller is a party.
(b) Seller has the full, absolute, and
entire power and legal rights to execute,
deliver and perform this Agreement and to
consummate the transaction
contemplated hereby.
(c) The Shares to be sold to Purchaser are
free and clear of all liens and other
encumbrances.
(d) Each share sold by the Seller to the
Purchaser pursuant to this Agreement
shall be a validly issued, fully paid and
nonassessable share of unrestricted
common stock of the Corporation.
(e) The Company is a corporation duly
incorporated, organized, validly existing
and in good standing under the laws of its'
jurisdiction of incorporation and
the Company has the requisite corporate
power to carry on its business as now
being conducted.
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(1) The Seller makes no warranties and
representations whatsoever, whether
express or implied, either directly or
indirectly, pertaining to the market
value of the Shares or the Company. The
Purchaser's decision to buy the Shares
referenced herein are the result of the
Purchaser's own due diligence, research
and investigation. The Purchaser
acknowledges that it has been advised by the
Company that there currently exists no
public market for the sale of its Shares,
The value of the Company and its equities
will in the future depend upon
circumstances that are, in many instances,
within the control of the Company or
its officers and directors. These factors
include, but are not limited to, the
public's perception of and need for the
Company's products, the types and prices
of competing products, AND the ability of
the Company to implement its business
plan.
3.
Representations and Warranties of Purchaser
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As a material inducement to Seller to enter
into this Agreement, Purchaser
Hereby make the following representations
and warranties, effective as of the
date hereof and at Closing:
(a) The execution and delivery of this
Agreement and the consummati
