Exhibit 3.4

                            INGEN TECHNOLOGIES, INC.

                              DIRECTORS' RESOLUTION

                                     2005.3

         BE IT KNOWN THAT, on the 22nd day of September, 2005 at a duly
constituted special meeting of the Directors of Ingen Technologies, Inc., the
following resolution was voted and unanimously approved upon motion duly made
and seconded:

         Stephen O'Hara, MD, is elected by the Directors to serve as member of
the Board of Directors of Ingen Technologies, Inc. until such time as the
shareholders vote to elect a new board at the next regularly scheduled
Shareholders' Annual Meeting.

         This resolution is necessary to fill a Board vacancy and is under the
authority of ARTICLE III 2. of the Company's Bylaws, as amended.

                           CERTIFICATION BY SECRETARY

         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 September 22, 2005 in accordance
with the provisions of our Bylaws.

         IN WITNESS WHEREOF, I have this 22nd day of September, 2005, subscribed
my name as Secretary of Ingen Technologies, Inc. and have caused the corporate
seal to be affixed hereto (if such a seal exists).


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Secretary of Corporation

                                WAIVER OF NOTICE

         The undersigned Directors of Ingen Technologies, Inc. hereby waive
notice of the special Directors' meeting held on September 22, 2005. 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.


/s/ Scott R. Sand                            /s/ Curt Miedema
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Scott R. Sand                                Curt Miedema


/s/ Chris Wirth                              /s/ Khoo Yong Sin
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Chris Wirth                                  Khoo Yong Sin