BE IT KNOWN THAT, on the 14th day of February, 2011, at a duly constituted special meeting of the Directors of Ingen Technologies, Inc., the following resolution was voted and approved upon motion duly made and seconded:

Our CFO and Secretary, Thomas J. Neavitt, is appointed interim CEO for a period of 90 days from the date of this resolution.  Mr. Neavitt’s resume is contained in our EDGAR and OTC News & Disclosure Service filings.

We accept the resignation of Scott R. Sand as CEO and Chairman.

 

I am the Secretary of Ingen Technologies, Inc.  I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Ingen Technologies, Inc. on February 14, 2011 in accordance with the provisions of our Bylaws.

IN WITNESS WHEREOF, I have this 14th day of February, 2011 subscribed my name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists).

 

 

The undersigned Directors of Ingen Technologies, Inc. hereby waive notice of the special Directors’ meeting held on February 14, 2011.  We consent to all actions taken in the meeting.  Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts.