Exhibit 10.32
January 30, 2006
Ingen Technologies, Inc. ("the company")
c/x Xxxxx Xxxx, CEO & Chairman
Re: Attorney's representation agreement - General Counsel
Via email attachment only
Dear Mr. Xxxx,
This letter is an addendum to our representation agreement dated August 31,
2005. Use of "you" and "your" refers to the company.
We have agreed that I will become General Counsel for the company. The term
of this agreement is the same as our agreement of August 31, 2005 (ending on
December 31, 2006). This agreement may be extended by mutual agreement.
In exchange for becoming General Counsel of the company, we have agreed to
the following:
- Attorney's Errors and Omissions Insurance - a portion of the proceeds of
the company's next public offering will be utilized to procure Attorney's Errors
and Omissions Insurance. Coverage will be at least as much as the amount of the
public offering.
- I am entitled to an option for 954,545 restricted preferred shares of the
company. This letter will serve as the option itself, or you can provide the
option on an option form if you'd prefer. This option is for a period of up to
five years from the date of this agreement and is exercisable at $0.11 per
share. The option is in the name "Xxxxx LLC."
The option granted cannot be diluted (i.e. no adjustment to the number of shares
or the exercise price) based upon any split of the Ingen's common or preferred
stock. It is understood that the exercise of this option will dilute Ingen
shareholders by the amount of shares so purchased.
The decision about whether to exercise the stock option or any portion thereof
is subject to the control of Xxxxx LLC (my wife and I are the managers).
However, we will consult with Ingen management concerning the timing and amount
of shares of the exercise of the stock option.
Very Truly Yours,
- s -
XXXX XXXXX
Accord:
Ingen Technologies, Inc.
- s -
---------------------------
Xxxxx Xxxx, CEO & Chairman
