Amendment to Securities Purchase Agreement between Ingen Technologies, Inc. and AJW Entities (November 21, 2006)

Summary

Ingen Technologies, Inc. and several investment entities (AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd., and New Millennium Capital Partners II, LLC) agree to amend their original Securities Purchase Agreement dated July 25, 2006. The amendment reduces the total financing from $2 million to $1.5 million, with $1.3 million already provided and the remaining $200,000 to be funded after the company receives initial comments from the SEC on its registration statement. All other terms of the original agreement remain unchanged.

EX-4.9 3 ingen_s1a-ex0409.txt EXHIBIT 4.9 EXHIBIT 4.09 November 21, 2006 AJW Partners, LLC AJW Qualified Partners, LLC AJW Offshore, Ltd. New Millennium Capital Partners, II, LLC c/o NIR Group, Inc. 1044 Northern Boulevard Roslyn, New York 11576 Gentlemen: This letter is intended to amend the Securities Purchase Agreement (the "Agreement") dated July 25, 2006 by and among Ingen Technologies, Inc. (the "Company"), AJW Qualified Partners, LLC ("Qualified"), New Millennium Capital Partners II, LLC ("NMC"), AJW Offshore, Ltd. ("Offshore") and AJW Partners, LLC ("AJW") (Qualified, NMC, Offshore and AJW are collectively referred to as the "Investors"). The Agreement currently provides for a $2million financing. The Company has been funded $1.3million in gross proceeds to date and is due another $700,000 upon the declaration of an effective registration statement from the Securities and Exchange Commission. It is agreed, that notwithstanding anything to the contrary contained in the Agreement that the financing will now total $1.5million in gross proceeds to the Company with the remaining $200,000 to be funded after the Company receives its initial set of comments from the registration statement scheduled to be filed between November 22 and November 29. All other terms of the Agreement will remain unchanged. Page 2 Amendment to Securities Purchase Agreement November 21, 2006 To indicate your acceptance, please sign in the indicated space. Sincerely, INGEN TECHNOLOGIES, INC. By: s/s Scott Sand Chief Executive Officer Agreed and Accepted AJW Offshore, Ltd. By: s/s AJW Partners, LLC By: s/s New Millennium Capital Partners II, LLC By: s/s AJW Qualified Partners, LLC By: s/s