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[PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]
EXHIBIT 10.49

                   EXCLUSIVE MANUFACTURING & SUPPLY AGREEMENT


         This Exclusive Manufacturing and Supply Agreement ("Agreement") is made
and entered into as of April 21, 2005 by and between Guthy-Renker Corporation, a
Delaware corporation ("GRC"), with principal offices located at 41-550 Eclectic
Street, Suite 200, Palm Desert, California 92260 and CirTran Corporation, a
Nevada corporation, with principal offices at 4125 South 6000 West, Salt Lake
City, UT 84128 ("Manufacturer").

                                    RECITALS

         GRC is engaged in the business of marketing and distributing various
consumer products;

         Manufacturer is engaged in, among other things, the business of
manufacturing of and the marketing of certain fitness products; each product
manufactured by Manufacturer and supplied to GRC hereunder shall be referred to
herein as a "Product".

         GRC desires to have Manufacturer manufacture, on an exclusive basis,
and package the Product and future generations of the Products as described
herein, upon the terms and conditions set forth herein.

         In consideration of the mutual promises contained herein, and for other
good and valuable consideration, the receipt of which are hereby acknowledged,
the parties hereto agree as follows:

                                   DEFINITIONS
                                   -----------

         For purposes of this Agreement:

1.       Definitions. For purposes of this Agreement the following terms shall
         have the following meanings:


                  (a)      "Applicable Laws" means all applicable determinations
                  of any governmental authority and all applicable federal,
                  state or local laws, statutes, ordinances, rules, regulations
                  and orders.

                  (b)      "Patent Applications" means any and all patent
                  applications, registrations and all other related materials
                  filed by or at the request or direction of Charles Ho or
                  Manufacturer (or any of its employees, agents, licensees, or
                  any other person acting on its behalf or direction) relating

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                  to the Product and/or its intellectual property, including,
                  without limitation, the patent applications filed by Charles
                  Ho's nominee in the following territories: China, Japan and
                  the European Communities.

                  (c)      "Product" means the product comprised of a padded
                  platform with a foldable  stanchion  which may be erected to a
                  90 degree angle for performing Pilates-type  exercises,  which
                  is generally  depicted in Schedule A to Exhibit A hereto,  and
                  the related  "collateral/promotional" items also listed on the
                  attached  Exhibit A. Product  shall  include  variations  on a
                  Product,  which are  derived  from,  a Product so long as such
                  product is comprised of a platform  with a stanchion  that can
                  be  erected  to  an   approximately  90  degree  position  for
                  performing  Pilates-type  exercises (a "Subsequent  Generation
                  Product"),   if  the   Specifications   and  pricing  for  the
                  Subsequent  Generation  Product have been approved as provided
                  in Section 5.3.2. The parties may mutually agree in writing to
                  amend this Agreement to add additional Products.

                  (d)      "Specifications" means the specifications for the
                  Product, packaging and labeling (if any) as set forth on the
                  attached Exhibit A. In the event that complete specifications
                  are not attached to this Agreement at the time it is executed,
                  the parties shall thereafter mutually agree in writing upon
                  the completion of the Specifications.

2.       Sale of Products; Packaging.

         2.1      Requirements. Subject to the terms and conditions hereafter
         set forth, during the "Term" of this Agreement (as defined in Section 6
         below), GRC agrees to buy from Manufacturer, on an exclusive basis, all
         of its requirements for the Product identified in Exhibit "A" (i.e.,
         Manufacturer shall provide all of GRC's requirements for the hard
         fitness product and related components identified in Exhibit A, but
         excluding any requirements for items not listed on Exhibit "A" but
         which may be sold with the Product [e.g., vitamin supplements,
         paper/promotional inserts, etc.].During the Term (as defined below),
         GRC agrees to purchase a minimum of XXXXXX (XXXXXX) units of the
         Product (the "Minimum Quantity"), subject to the terms and conditions
         of this Agreement, including, without limitation, Manufacturer's
         compliance with its obligations hereunder. GRC shall submit purchase
         orders for the Product from time to time in accordance with Section 2.3
         below. It is acknowledged and agreed that Manufacturer shall not
         modify, or otherwise deviate from manufacturing the Product in
         accordance with, the Specifications without the prior written
         notification to GRC, and GRC's prior written consent, which consent may
         be withheld by GRC in its sole discretion.

         2.2      Packaging. If requested by GRC in writing or as otherwise set
         forth herein, Manufacturer shall be responsible for the selection,
         sourcing and purchasing of all materials and packaging for the Product
         (collectively, the "Packaging").


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         2.3      Purchase Orders. Each purchase order ("Purchase Order") for
         the Product shall be in writing and shall specify the particular
         Product to be manufactured and packaged, the quantity of Product and
         the date upon which GRC desires to have the Product ready for delivery
         (the "Requested Delivery Date"). The initial Purchase Order for the
         Product is attached hereto as Exhibit "B". Minimum lead time for
         shipment and other terms are set forth in Exhibit "A" attached hereto.
         Subject to Section 2.4, Manufacturer shall deliver the Product on or
         before the Requested Delivery Date. Upon GRC delivering a written
         purchase order to Manufacturer, Manufacturer shall confirm
         Manufacturer's receipt of such Purchase Order in writing to be
         delivered by Manufacturer to GRC.

         2.4      Shipment. All Product will be shipped FOB Ningbo Harbor, China
         to the GRC destination, which destination shall be specified by GRC in
         the applicable purchase order. Product will be inspected by "PRO QC" or
         other inspectors mutually acceptable to the parties and upon approval
         by the inspector will be deemed accepted by GRC. All risk of damage and
         loss to the Product which is the subject of a shipment transfers to GRC
         upon such acceptance, unless such damage is caused by Manufacturer's
         gross negligence or willful misconduct in connection with
         Manufacturer's manufacturing, packaging, shipping or warehousing of
         Product. Manufacturer understands and acknowledges that time is of the
         essence with regard to this Agreement and the delivery of Product
         hereunder. Subject to all of GRC's rights and remedies as set forth in
         this Agreement, if Product is delivered outside the agreed upon Lead
         Time as set forth herein (a failure to timely deliver for any reason
         other than as set forth in subsections (i) and (ii) in this Section
         shall be deemed to be a "Material Delay"), Manufacturer shall reimburse
         GRC for any third party costs incurred and paid by GRC as a result of
         Manufacturer's failure to timely deliver the Product (including,
         without limitation, "rush" shipment costs, replacement manufacturing,
         cancellation of Product promotions, lost or cancelled orders due to
         delay in delivery of Product etc.). The parties acknowledge and agree
         that in addition to the force majeure provisions of Section 13, the
         following two (2) conditions shall be deemed exceptions to the "time is
         of the essence" requirement, and shall not be deemed a "Material
         Delay": (i) a late delivery of the Product caused by GRC's
         instructions, changes, or modifications to the Products (including
         purchase orders for quantities of Product in excess of that
         contemplated by the forecasts described in Section 2.6) or (ii) any
         period of no more than two (2) weeks during which Product is not
         available for delivery to GRC FOB Ningbo Harbor, China due to a delay
         caused by a decision of a United States or Chinese governmental agency
         to review any Product which is the subject of any shipment.

         2.5      Artwork; Spare Parts. GRC shall produce and deliver to
         Manufacturer all artwork for Product logos and marks, when applicable
         and necessary. Manufacturer shall maintain spare parts for the Product
         during the Term hereof and for six (6) months thereafter ("Six Month
         Post-Term Period"). Manufacturer agrees to maintain such spare parts in
         its United States facilities equal to at least 1/2 of 1% of the average
         dollar value of GRC's monthly purchases of the Product. GRC shall pay

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         Manufacturer its actual documented costs paid to third parties for such
         replacement parts (including shipping and duties) (i) for all such
         replacement parts needed by GRC other than replacements for defective
         parts covered by Manufacturer's warranty, and (ii) for Manufacturer's
         inventory of such replacement parts on hand at the end of the Six Month
         Post-Term Period, but not to exceed the 1/2 of 1% limit described in
         this Section.

         2.6      Inventory Forecast. For purposes of production and inventory
         planning, GRC will provide to Manufacturer, when submitting a Purchase
         Order, a non-binding forecast of Purchase Orders to be submitted by it
         during the next six (6) months by number of units of the Product
         estimated to be purchased through Purchase Orders for such six (6)
         month period and anticipated delivery dates (the "180 Day Forecasts")
         and at least once every six (6) months during the Term a forecast of
         demand by month for the remainder of the next twelve months
         (collectively, the "Annual Forecasts" and, together with the 180 Day
         Forecasts, "Forecasts"). Notwithstanding the above, to enable GRC to
         more accurately gauge initial demand for the Product, GRC is not
         required to submit 180 Day Forecasts with any Purchase Orders submitted
         within the first 45 days after the date hereof. The Forecasts are not
         firm orders for the total quantity of Product reflected therein, and
         specific delivery dates may be accelerated or delayed by up to 30 days
         as reflected by the Purchase Orders. The parties acknowledge that the
         Forecasts are estimates only, and shall be based on GRC's good faith
         efforts to accurately reflect the timing and amount of Product orders
         on all relevant information available to GRC at the time of the
         Forecast. GRC will promptly notify Manufacturer of any material change
         in the applicable Forecast, which GRC anticipates as a result of market
         developments or other relevant factors. The parties acknowledge and
         agree that any failure or inability of GRC to meet any Forecast shall
         not be deemed a breach of this Agreement as such Annual Forecasts are
         for informational purposes only. Manufacturer shall supply GRC with up
         to twenty (20%) over the amount forecasted in the relevant Forecast,
         but shall not be liable, nor shall it be a breach of this Agreement,
         for its failure to provide in excess of twenty percent (20%) over the
         amount in the Forecast for the applicable time period.

3.       Miscellaneous Supply Issues.

         3.1      Procedures. Manufacturer and GRC shall mutually agree in
         writing upon appropriate procedures and policies to ensure that each
         Product is in all respects up to the reasonable standards approved by
         GRC, including, without limitation, manufacture of the Product in
         accordance with the Specifications described herein as to the packaging
         designs, containers, dimensions, materials, and other specifications
         approved, in writing, by GRC and Manufacturer. Manufacturer shall bear
         full responsibility for product testing for standards and for quality
         control to ensure the Products are exactly in conformance with GRC's
         specifications.

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         3.2      Quality Control. Manufacturer shall itself maintain, and shall
         ensure that the "Approved Subcontractors" (as defined in Section 3.3
         below) and any and all raw material suppliers maintain, a quality
         control program designed to reasonably assure compliance with the
         Specifications. Manufacturer is responsible for ensuring, and further
         represents, warrants and covenants, that all Product is and shall be
         manufactured, stored, packaged, handled and shipped in compliance with
         applicable federal, state and municipal laws, rules, regulations,
         standards and orders, including, without limitation, the applicable
         laws of the United States and China, including applicable labor laws
         and the Applicable Laws. Without limiting the generality of the
         foregoing, to the extent Manufacturer exports materials out of the
         United States to be used in the manufacturing of the Products,
         Manufacturer shall be responsible for ensuring such exports comply with
         all applicable export laws, including, without limitation, the United
         States Export Administration Regulations. Manufacturer shall regularly
         visit and inspect the facilities of the Approved Subcontractors, if
         any, to assure compliance with this Agreement.

         3.3      Subcontractors. The Product will be manufactured by
         Manufacturer or its wholly owned and controlled subsidiaries and those
         subcontractors pre-approved by GRC (the "Approved Subcontractors"). GRC
         provides conditional approval of Zhejiang Hengtai Machinery
         Manufacturing Company Limited as an Approved Subcontractor; provided,
         however, that GRC shall have the immediate right to revoke this
         conditional approval following its audit and inspection of such
         facility (it being acknowledged hereunder that GRC has not audited or
         inspected the Zhejiang Hengtai Machinery Manufacturing Company as of
         the execution of this Agreement) Manufacturer may not use any
         subcontractor without first obtaining the written consent of GRC, which
         consent shall not be unreasonably withheld. Manufacturer shall
         terminate the services of any Approved Subcontractor upon GRC's prior
         written notice that such subcontractor is not performing as required
         under this Agreement (i.e., the Approved Subcontractor is not providing
         quality products or services, etc.) unless the Approved Subcontractor
         cures, to GRC's satisfaction, any material deficiency noted by GRC
         within thirty (30) days of GRC's written notice to Manufacturer.

         3.4      Inspection. GRC or its designee may from time to time inspect
         Manufacturer's facilities (both domestic and international) upon five
         (5) days prior notice and make recommendations concerning the
         manufacture, material, workmanship, testing, and quality control for
         the Product. Manufacturer shall give GRC or its designee reasonable
         access to Manufacturer's facilities for these purposes. Such inspection
         shall be based on a statistically significant sample of the Product
         with a reasonable rate of rejection. GRC shall pay for the inspection.
         However, in the event Manufacturer's facility or the Product materially
         fails such inspection (or reasonable tests requested by GRC or its
         designee), Manufacturer shall bear the reasonable expense of such
         inspection and replacing Product proven or likely to be defective based
         on the inspection. In addition, GRC shall have the right to request
         specific tests to be performed by Manufacturer during the course of the
         manufacture of the Product. Upon GRC `s request, Manufacturer shall

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         send samples of the Product produced by Manufacturer to GRC or any
         location designated by GRC.

         3.5      Records. Manufacturer shall maintain an up-to-date file of
         specifications for the Product supplied to GRC, including, but not
         limited to, performance standards, dimensional information, and
         material/physical specifications. Manufacturer may, at its option,
         inspect all or randomly selected Product units prior to each shipment
         in order to ensure their compliance with GRC specifications and
         instructions and purchase order. Manufacturer shall have responsibility
         for ensuring that the Product units are properly packed to reduce
         potential damage caused by shipping.

         3.6      Delays. Manufacturer will inform GRC immediately of any
         occurrence, which will or is expected to result in any delay in ship
         date or quantity as specified on the Purchase Order. Manufacturer shall
         also notify GRC of all corrective action being taken to minimize the
         effect of such occurrence.

         3.7      Recalls or Seizures.

                  If any of the Product is the subject of a seizure by any
         governmental agency or in the event any governmental agency requests or
         suggests that any of the Products be recalled or withdrawn and GRC and
         Manufacturer agree, or in the event GRC and Manufacturer shall deem
         that such a recall is necessary or advisable, in each case as a result
         of a Product failing to comply with the Product Specifications,
         Applicable Laws (unless such violation of Applicable Laws is caused by
         the Specifications) or any other provision of this Agreement, GRC will
         be solely responsible for executing such recall at Manufacturer's
         expense. Without limiting the generality of the foregoing, Manufacturer
         shall indemnify and reimburse GRC for the following:

                           a. All costs and expenses of notifying the trade
                           and/or consumers of said recall or withdrawal to the
                           level acceptable to the regulatory agency;

                           b. All freight charges actually incurred by GRC, or
                           paid by GRC to its distributors, for retrieval of the
                           Products; and

                           c. All service charges or other monies actually and
                           reasonably paid by GRC to its GRCs in line with
                           normal practices in connection with the retrieval of
                           the Products; and

                           d. All costs and reasonable counsel fees incurred by
                           GRC in connection with such seizure, resale or market
                           withdrawal in the event the recall is necessitated
                           due to failure to perform in compliance with the
                           terms of this Agreement.

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4.       Prices; Payment.

         4.1      Price. GRC shall pay Manufacturer for the Product at the
         prices set forth on the attached Exhibit "A" (the "Price").

         4.2      Adjustment in Price.

                  4.2.1 Price Increase. During the first four (4) months of this
                  Agreement, except as a result of the expiration of the
                  discount on the first 20,000 units as set forth on Exhibit
                  "A". Manufacturer shall not have the right to increase the per
                  unit price charged by Manufacturer for the Product .
                  Thereafter, Manufacturer shall have the right to increase the
                  Price if its actual, third party costs increase that results
                  in increased production costs; provided, however, that in no
                  event shall the Product prices increase by more than the sum
                  of (a) any increase in Manufacturer's actual out-of-pocket
                  cost of materials, including materials purchased from third
                  party Approved Subcontractors, and (b) any increase in
                  Manufacturer's labor costs, less any reductions in costs
                  Manufacturer may have generated by such date (e.g., economies
                  of scale, lower material costs, lower labor costs, etc.). If
                  there is a change in material third party costs of raw
                  materials, production, labor or purchasing (as applicable)
                  incurred by Manufacturer in connection with the fulfillment of
                  the purchase orders hereunder by more than ten percent (10%)
                  even after such other reductions, then the price for the
                  applicable Product shall be subject to renegotiation in order
                  to provide Manufacturer with a reasonable profit margin
                  thereon (and no greater than the profit margin Manufacturer
                  received prior to the out-of-pocket increases). As a condition
                  to causing any price increase, Manufacturer shall give GRC at
                  least thirty (30) days prior written notice of any such
                  increases, along with the written justification thereof (i.e.,
                  evidence of increase in third party costs) and provide GRC
                  with a detailed schedule of Manufacturer's new pricing.
                  Subject to the terms herein, any increase in Price shall be
                  effective upon thirty (30) days written notice to GRC of such
                  change. Such change shall apply to any new orders made after
                  the effective date of the change. Any orders which were placed
                  for immediate delivery for quantities consistent with the 180
                  Day Forecast but remain unfilled in whole or in part at the
                  effective time of such change shall be delivered at the old
                  price. In addition to its rights to terminate this Agreement
                  as provided hereunder, GRC shall have the right to terminate
                  this Agreement upon sixty (60) days prior written notice if
                  Manufacturer makes a price change to the Product with which
                  GRC disagrees and/or renders it uneconomical for GRC to
                  continue to purchase the Product from Manufacturer.

                  4.2.2 Duty to Minimize Price Increases. Manufacturer will use
                  good faith efforts to minimize any Price increases by seeking
                  low cost suppliers, with due regard to quality and
                  reliability, and will cooperate with GRC in investigating and,
                  upon mutual agreement, utilizing any suppliers identified by
                  GRC.

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         4.3      Payment Terms. Payment for Product delivered hereunder shall
         be made by GRC, by wire transfer of immediately available funds, for
         the quantity of Products accepted by GRC as provided in Section 2.4.
         The payment will be made as soon as practicable after GRC is deemed to
         have accepted the Product, but in any event prior to the time the
         shipment docks at it spot of destination. Any amounts not paid when due
         shall bear interest at the rate of 1.5% per month or the highest rate
         allowed by law.

5.       Development, Licensing and Ownership.

         5.1      Product and Product Marks. As between Manufacturer and GRC,
         GRC shall own all right, title and interest in and to the Product. GRC
         shall sell the Product under its own trademarks, service marks, symbols
         or trade names, if any ("GRC Marks"). Solely in connection with the
         performance of this Agreement, GRC grants Manufacturer the right to
         reproduce and print on the Product the GRC Marks as are designated by
         GRC. Manufacturer agrees that it will not use the GRC Marks in
         advertising or promotional materials or place the GRC Marks on goods or
         otherwise without prior written consent of GRC. Manufacturer agrees
         that it shall not sell or distribute, or assist any party other than
         GRC to sell or distribute, in any manner whatsoever any goods marked or
         designated with the GRC Marks, or any derivation thereof, except to
         GRC, without obtaining GRC's prior written consent. In addition,
         Manufacturer agrees that (i) both during and after the expiration or
         termination of this Agreement, it shall not sell or distribute, or
         assist any party to sell or distribute, in any manner whatsoever, the
         Product (except to GRC as contemplated hereunder) and, (ii) during the
         Term and for a period of six (6) months thereafter, , it shall not sell
         or distribute, or assist any party to sell or distribute, in any manner
         whatsoever any goods which are a "knock off" of the Product (i.e. goods
         which are substantially identical to the Product in form, appearance
         and/or function) regardless of where such products may be distributed
         or sold, without GRC's prior written consent, which consent may not be
         unreasonably withheld. If Manufacturer sells, distributes or assists
         any party to sell or distribute, in any manner whatsoever, the Product
         and/or a "knock off" product in violation of this Section, then GRC
         shall have (in addition to any of its other legal or equitable rights
         and remedies) the right to (i) terminate its exclusivity and minimum
         purchase obligations upon written notice to Manufacturer or (ii)
         terminate this Agreement in accordance with Section 6.2.

         5.2      Patent Applications. Simultaneously with the execution of this
         Agreement by Manufacturer, Manufacturer shall deliver to GRC
         assignments of the Patent Applications reflecting that all Patent
         Applications relating to the Product and filed by or on behalf of
         Charles Ho's nominee or Manufacturer shall be fully assigned to
         CroftCo. The form and content of said Assignments shall be pre-approved
         by GRC. Neither Manufacturer nor Charles Ho's nominee makes any
         representation or warranty that patents will be issued pursuant to the
         Patent Applications. The parties acknowledge and agree that the

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         successful, complete and timely transfer and assignment of the Patent
         Applications as described herein is a condition precedent to this
         Agreement

         5.3      Capacity; Inventory.

                  5.3.1 Production. Manufacturer hereby represents that it has,
                  or can obtain through Approved Subcontractors, the ability to
                  manufacture the Product in quantities of up to two hundred
                  thousand (200,000) individual Product units per month (the
                  "Forecasted Maximum Monthly Volume"). Manufacturer further
                  agrees that in the event Manufacturer is unable to meet the
                  forecasted Maximum Monthly Volume when required by GRC as
                  reflected in the 180 Day Forecasts and Annual Forecasts, then
                  Manufacturer shall immediately notify GRC in writing of same
                  so that GRC may, if desired, secure additional manufacturing
                  assistance from third parties.

                  5.3.2 Repurchase Responsibility. GRC may change the
                  Specifications for the Packaging (if any) with at least thirty
                  (30) days prior notice to Manufacturer. GRC may change the
                  Specifications for the Product with at least thirty (30) days
                  prior notice to Manufacturer; provided that if such change in
                  Specifications will increase Manufacturer's costs (including
                  costs of raw materials, manufacturing or quality control) the
                  change will not be effective until the parties mutually agree
                  to appropriate adjustments to the purchase price of the
                  Product. Manufacturer shall promptly implement the requested
                  change(s) to the Specifications and GRC shall (i) reimburse
                  Manufacturer, within thirty (30) days of the date of invoice,
                  for the cost of any packaging materials or finished Product in
                  inventory that is rendered obsolete because of the change(s);
                  and (ii) pay any pre-approved increase in the cost of
                  production of the Product due to the change(s). In no event
                  shall GRC be responsible for purchasing any raw material,
                  components or other supplies which Manufacturer can use in the
                  ordinary course of its business or other products sold to
                  other companies.

                  5.3.3 Packaging Materials and Artwork. If Manufacturer is
                  responsible for the development of any Packaging, Manufacturer
                  shall maintain sufficient inventory of Packaging, as
                  applicable, to ensure continuity of service in accordance with
                  the GRC 180 Day Forecast. GRC shall have all rights and title
                  to art, plates, negatives or designs prepared for GRC by
                  Manufacturer or its printer, lithographer, or bag, box, or
                  carton manufacturer/vendor, and all artwork shall become the
                  possession of GRC upon notice of termination of this Agreement
                  by either party. GRC shall pay the Manufacturer for the cost
                  of preparing these materials, subject to GRC's prior written
                  approval of such costs. The designs, including texts, color
                  and sizes of Packaging shall be determined by GRC. The fee
                  payable by GRC for Manufacturer supplied artwork, if any, will
                  be mutually agreed upon based on Product usage commitments to
                  be determined by both parties.

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         5.4      Right to Bid on Similar Machines. If during the Term hereof
         GRC  proposes  to offer , via a United  States  based  direct  response
         television  campaign,  a "stand alone" Pilates exercise machine similar
         in form and  function  to the  Product  but  which is not a  Subsequent
         Generation   Product  (a  "Similar   Machine"),   GRC  will  so  notify
         Manufacturer  and give  Manufacturer  the right to make a  proposal  to
         manufacture the Similar Machine ("Bid  Opportunity"),  and Manufacturer
         shall have fifteen (15) business days from the later of GRC's notice or
         GRC  supplying   Manufacturer  with  requested  information  reasonably
         necessary  for it to make a  proposal  in which to  respond  to the Bid
         Opportunity  (and  a  failure  to so  respond  shall  be  deemed  to be
         Manufacturer's  notification  to GRC that it does not  intend to bid on
         such proposal),  provided,  however,  that (i) Manufacturer's  right to
         receive  a Bid  Opportunity  shall be  contingent  upon  Manufacturer's
         execution  of a  Non-Disclosure  Agreement,  (ii)  GRC  shall  have  no
         obligation  to  present  a  Bid  Opportunity  to  Manufacturer  if  (a)
         Manufacturer  is in  breach  of this  Agreement,  (b)  GRC is  lawfully
         precluded from seeking Manufacturer's bid by a Similar Machine's Rights
         Holder or other interested party and/or (c) Manufacturer's  manufacture
         or supply of the proposed product would violate the rights of any third
         party,  as  determined  by GRC in its  sole  discretion.  In  addition,
         notwithstanding anything hereinto the contrary, GRC shall not be deemed
         in  breach  of this  Agreement  if it  inadvertently  fails  to  notify
         Manufacturer of a Bid Opportunity.

6.       Term and Termination.

         6.1      Term. The Term of this Agreement shall commence upon its
         execution and shall continue until the Product is no longer being sold
         in quantity, provided however that (i) GRC shall have the sole right to
         terminate this Agreement upon prior written notice to Manufacturer, if
         GRC determines, in its sole good faith discretion, that it is no longer
         economically feasible to continue to market, sell and distribute the
         Product, (ii) Manufacturer shall have the sole right to terminate this
         Agreement upon giving GRC at least six (6) months prior written notice
         to GRC, if Manufacturer determines, in its sole good faith discretion,
         that it is no longer economically feasible to continue to manufacture
         the Product, and (iii) this Agreement is subject to termination at any
         time in accordance with the terms of this Agreement

         6.2      Termination. Either party may terminate this Agreement on
         thirty (30) days prior written notice to the other party based on a
         material breach of this Agreement by the non-terminating party, unless
         such breach is cured within such thirty (30) day period or, in the
         event of a non-monetary breach which cannot reasonably be cured within
         thirty days, that the breaching party commences within such thirty day
         period steps calculated to cure the breach as soon as practicable and
         the cure is completed within forty-five (45) days. In the event of
         termination of this Agreement due to Manufacturer's breach or by
         Manufacturer pursuant to Section 6.1(ii), (a) GRC shall have the right,
         but not the obligation, to purchase for at the price determined below
         all or any part of the supply of work in progress ("WIP"), packed,

                                       10

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<PAGE>


         labeled or on hand Product if such right is exercised within ten days
         after termination, and (b) Manufacturer shall use good faith efforts to
         assist GRC, as reasonably necessary, to transition the manufacture of
         the Product by a third party as selected by GRC. In no event shall GRC
         be responsible for purchasing any raw material, components or other
         supplies that Manufacturer can use in the ordinary course of its
         business or other products sold to other companies. The price for any
         items sold will be (i) for finished Products, the price provided
         herein, (ii) for all other items, Manufacturer's actual third party
         cost plus a mark-up of ten percent (10%).

         6.3      Rights Upon Expiration or Termination.

                  6.3.1 Purchase Orders. In the event of expiration of this
                  Agreement, Manufacturer will comply with all outstanding
                  Purchase Orders for delivery within 60 days after expiration.
                  In the event of termination of this Agreement by GRC, GRC will
                  have the right to cancel any outstanding Purchase Orders or to
                  require Manufacturer to finish such Purchase Orders; provided,
                  that in the event of a termination by GRC pursuant to Section
                  6.1(i) prior to GRC's purchase of the Minimum Quantity, GRC
                  shall be required to purchase all Products which are subject
                  to any outstanding Purchase Orders as of the date of
                  termination.

                  6.3.2 Inventory. In the event of expiration or termination of
                  this Agreement, GRC will have the right, but not the
                  obligation, to purchase any Products in inventory that
                  Manufacturer has in its possession. GRC shall have the right,
                  but not the obligation, to purchase Manufacturer's inventory
                  of the Products by giving notice to Manufacturer within twenty
                  (20) days after the effective date of the expiration or
                  termination. In the event of termination by GRC pursuant to
                  Section 6.1(i) prior to GRC's purchase of the Minimum
                  Quantity, GRC shall be required to purchase from Manufacturer
                  packed, labeled and on-hand Product which are the subject of
                  an outstanding purchase order as of the date of termination by
                  GRC. The purchase price for the finished manufactured Product
                  shall be the price as provided herein plus actual freight,
                  handling charges, customs duties and taxes if paid by
                  Manufacturer on the shipment to GRC's possession and in sound
                  condition.

                  6.3.3 No Further Rights. In the event of expiration or
                  termination of this Agreement, Manufacturer shall have no
                  further rights to use, manufacture, distribute or sell the
                  Product or any of the intellectual property relating to the
                  same except as provided herein. In the event of a termination
                  of this Agreement by GRC pursuant to Section 6.1(i) prior to
                  GRC's purchase of the Minimum Quantity, GRC shall not have the
                  Product manufactured by third parties within six months after
                  the date of such termination (the "Tail Period"); provided
                  that during the Tail Period GRC may order from Manufacturer,
                  and Manufacturer shall have the right to produce, additional
                  Product to fill lingering demand during the Tail Period. The

                                       11

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<PAGE>


                  terms of the sale of Product during the Tail Period shall be
                  the same as sales during the Term of the Agreement except (i)
                  the price of Product shall be the last price charged prior to
                  termination, as adjusted to reflect (a) any increase in
                  Manufacturer's actual out-of-pocket cost of materials,
                  including materials purchased from third party Approved
                  Subcontractors, and (b) any increase in Manufacturer's labor
                  costs, and (ii) lead times may increase; provided that
                  Manufacturer shall use good faith efforts to keep the lead
                  times as consistent as practicable with lead times during the
                  Term. Manufacturer will notify GRC of any increase in price or
                  lead times prior to accepting any purchase order during the
                  Tail Period. If GRC proposes, within twelve (12) months
                  following the end of the Tail Period to thereafter resume the
                  manufacture of the Product, GRC will so notify Manufacturer
                  and give Manufacturer the right of first offer to make a
                  proposal to resume the manufacture of the Product on terms
                  similar to those described herein. If GRC and Manufacturer do
                  not agree on the terms of an agreement to manufacture the
                  Product within twenty (20) days after GRC's notice, GRC may
                  seek third parties to manufacture the Product.

                  6.3.4 Survival. The following terms will survive the
                  expiration or termination of this Agreement: Sections 5.1, 6,
                  7, 9, 10 and 14.4. Upon expiration or termination of this
                  Agreement for any reason whatsoever, (i) all amounts then
                  properly owed by GRC to Manufacturer shall become immediately
                  due and payable and (ii) except as specifically provided in
                  this Section 6, all rights and obligations of the parties
                  shall terminate (including, without limitation, any minimum
                  purchase obligations of GRC).

7.       Warranty; Remedies for Failure to Conform.

         7.1      Warranty. Manufacturer warrants and represents that (a) it
         shall manufacture and package the Product in compliance with the
         Specifications and as required by all Applicable Laws, (b) all Product
         sold by it hereunder shall conform with the Product samples that have
         been mutually agreed to by GRC and Manufacturer, (c) the Product will
         be free from defects in materials and workmanship utilized by
         Manufacturer in manufacturing the Product and, (d) the Product shall
         conform in all material respects to the Specifications, including
         without limitation with the size and color, specified by GRC.

         7.2      Remedy. Without limiting any other rights of GRC hereunder, in
         the event that GRC determines that any Product delivered to it
         hereunder does not conform with such warranty, it shall request an RMA
         number from Manufacturer and upon receipt of such number shall return
         to Manufacturer a reasonable number of randomly selected samples
         thereof for review and analysis by Manufacturer. If Manufacturer
         confirms that the Product is defective, Manufacturer shall, subject to
         its rights described below, issue GRC a credit memo for replacement
         Product or, at its option, replace such defective Product as promptly

                                       12

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         as possible. In either such event, GRC shall, at Manufacturer's option,
         either destroy all such defective Product and so certify in writing to
         Manufacturer or return all such defective Product to Manufacturer at
         Manufacturer's expense. If after analyzing any Products alleged by GRC
         to be nonconforming, Manufacturer disagrees with GRC's determination
         with respect thereto, GRC shall submit such samples to an independent
         Control Lab approved by both Parties, which shall make its own
         determination as to whether or not such Product conforms with the
         Specifications, which determination shall be final and binding upon the
         parties. If the Control Lab agrees with GRC's determination that the
         Product is defective, then Manufacturer shall pay the cost of the
         Control Lab.


8.       Compliance with Regulations.

         8.1      Facility Inspections. If a designated representative of the
         United States, its territories, the District of Columbia, or other
         regulatory agency chooses to inspect any manufacturing facility used by
         Manufacturer in the performance of its obligations under this
         Agreement, Manufacturer shall provide GRC with written notice of the
         requested inspection.

         8.2      Regulatory Reports. Each party shall promptly furnish the
         other with copies of reports or other information relating to the
         Product prepared by it, or on its behalf, to be filed with any
         governmental authorities or received from any governmental authorities.
         Any and all issues concerning the distribution or advertising/promotion
         of the Product shall be addressed and resolved by GRC. Any and all
         issues raised with respect to the manufacturing of the Product shall be
         resolved by Manufacturer.


9.       Representations and Warranties.

         9.1      Both Parties. Each Party warrants to the other that: (i) it is
         an entity duly organized, valid, existing and in good standing under
         the laws of the state, province or country of its incorporation or
         establishment and has the corporate or equivalent power to own its
         assets and properties and to carry on its business as now being
         conducted; (ii) its obligations hereunder shall be performed in full
         compliance with the Applicable Laws; (iii) it will cooperate with the
         other, as necessary, to remain in full compliance with the Applicable
         Laws; (iv) the execution, delivery and performance of this Agreement
         have been duly authorized, do not violate its certificate of
         incorporation, by-laws or similar governing instruments or Applicable
         Law and do not, and with the passage of time will not, materially
         conflict with or constitute a breach under any other agreement,
         judgment or instrument to which it is a party or by which it is bound;
         (v) its employment and labor practices comply in all respects to
         Applicable Law in the jurisdiction in which such labor is performed;
         and (vi) this Agreement is the legal, valid and binding obligation of
         such party, enforceable in accordance with its terms.

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<PAGE>


         9.2      Manufacturer. Manufacturer warrants and represents: (i) it
         will not and has not knowingly infringed any copyright, patent, trade
         secret or other property right of any party in the performance of the
         services required by this Agreement; (ii) it will obtain from
         Manufacturer's employees and subcontractors, if any, any necessary
         assignment, license, and release of all, if any, interests in the
         Product; (iii) there is no suit, action, arbitration, or legal,
         administrative or other proceeding or governmental or
         quasi-governmental investigation pending or, to the best knowledge of
         Manufacturer, threatened against or affecting the Product; (iv)
         Manufacturer's actions in manufacturing the Product will not cause the
         Product to be in violation of consumer product safety laws or the
         requirements of other Applicable Laws, and (v) that to Manufacturer's
         knowledge, the design and specifications of the Product will be safe to
         the buyers thereof.

         9.3      GRC. GRC warrants and represents: (i) it will not and has not
         knowingly infringed any copyright, patent, trade secret or other
         property right of any party in the provision of the design and
         specifications or the sale of the Product; (ii) there is no suit,
         action, arbitration, or legal, administrative or other proceeding or
         governmental or quasi-governmental investigation pending or, to the
         best knowledge of Manufacturer, threatened against or affecting the
         Product; (iv) the design and specifications of the Product, to the
         extent provided by GRC, will conform to all consumer product safety
         laws and meet the requirements of all other Applicable Laws.

10.      Indemnification and Insurance.

         10.1     Manufacturer Indemnity. Manufacturer will defend GRC and its
         Affiliates and its and their employees, directors, officers and agents
         against any third party allegations, demands, suits, investigations,
         causes of action, proceedings or other claims ("Third Party Claims")
         which are based on, and indemnify and hold harmless such persons and
         entities from all damages, liabilities, judgments, costs and expenses
         (including attorneys' fees and court costs) and other such losses
         ("Losses") to the arising in connection with such Third Party Claims to
         the extent based on, any of the following: (i) any claim that the
         Product, including the Product Packaging, is defective, including
         without limitation, illness, personal injury or death caused by the
         Product or any other product liability claim related to the Product,
         except to the extent directly caused by the specifications and design
         not provided by Manufacturer, (ii) any negligent act or omission by
         Manufacturer or an Approved Subcontractor, including, without
         limitation, those relating to or affecting the condition, quality or
         character of the Product; (iii) any failure of Product to conform with
         the applicable Specifications; (iv) any failure of Manufacturer or an
         Approved Subcontractor to comply with any Applicable Law; or (v) any
         other breach of Manufacturer's obligations under this Agreement,
         including, without limitation, any representations or warranties of
         Manufacturer.

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<PAGE>


         10.2     GRC Indemnity. GRC will defend Manufacturer and its Affiliates
         and Approved Subcontractors and its and their employees, directors,
         officers and agents against any Third Party Claims which are based on,
         and indemnify and hold harmless such persons and entities from all
         Losses to the arising in connection with such Third Party Claims and to
         the extent based on, any of the following: (i) any negligent act or
         omission by GRC relating to GRC's design and specifications for the
         Product, if any; (ii) any failure of GRC to comply with any Applicable
         Law; (iii) any other breach of GRC's obligations under this Agreement,
         including any representations or warranties of GRC; (iv) the Product
         infringing upon any intellectual property rights of a third party,
         including, without limitation, patent, copyright, trade secret,
         trademark, etc.; or (v) allegation of illness, personal injury or death
         caused by the Product or any other product liability claim related to
         the Product which directly results from the design or Specifications
         provided by GRC.

         10.3     Indemnification Procedures. The Party entitled to
         indemnification under this Section 10 (the "Indemnified Party") will
         provide the Party obligated to provide indemnification under this
         Section 10 (the "Indemnifying Party") with prompt notice of any Third
         Party Claim for which its seeks indemnification, provided that the
         failure to do so will not excuse the Indemnifying Party of its
         obligations under this Section 10 except to the extent prejudiced by
         such failure or delay. The Indemnifying Party will defend any such
         Third Party Claim and have the sole right to control the defense and
         settlement of the Third Party Claim, provided that the Indemnified
         Party may not, without the Indemnified Party's consent, enter into any
         settlement, which admits guilt, liability or culpability on the part of
         the Indemnified Party. The Indemnified Party will provide reasonable
         cooperation to the Indemnifying Party in defending any Third Party
         Claim.

         10.4     Insurance. During the Term of this Agreement and for a period
         of three (3) years thereafter, Manufacturer agrees to maintain a
         product liability insurance policy with an insurance carrier with
         respect to any Product sold by it hereunder with at least t two million
         dollars ($2,000,000) per occurrence and at least three million dollars
         ($3,000,000) in the aggregate. Such policy shall name GRC as an
         additional insured (not just as a "Vendor") Manufacturer shall pay all
         premiums relating to such policy. Manufacturer shall provide GRC with a
         certificate of insurance, which provides that GRC, as the additional
         insured, shall be notified, in writing, by the insurance carrier of
         change in the policy (including any termination), not less than thirty
         (30) days prior to the effective date of such change (including
         termination).

11.      Intellectual Property. GRC hereby grants to Manufacturer a
non-exclusive, royalty-free license to its Intellectual Property solely to the
extent necessary for Manufacturer to perform its obligations hereunder. Such
rights may be sublicensed to Approved Contractors upon prior written notice to
GRC solely for to the extent necessary and for the purpose of performing
Manufacturer's obligations under this Agreement. GRC shall retain all right,
title and interest in GRC's Intellectual Property, including, without
limitation, any and all product formulas and Product Specifications. Except as

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<PAGE>


set forth in this section and in Section 5.2, each Party hereby acknowledges and
agrees that it does not have and shall not acquire, any interest in any other
party's Intellectual Property trademarks, trade names and/or trade dress unless
otherwise expressly agreed to in a writing executed by both Parties. For
purposes of this Agreement, "Intellectual Property" means all intellectual
property rights recognized under any jurisdiction, including, without
limitation, patents, copyrights, trademarks and trade secrets.

12.      No Conflict. Manufacturer and GRC acknowledge that they have not
previously entered into any contractual arrangement, which would conflict with
the rights granted, or the services to be provided by Manufacturer or GRC
hereunder.

13.      Force Majeure. Each shall be excused for any failure or delay in
performance hereunder, in whole or in part, to the extent caused by events
beyond its reasonable control, such as fire, embargo, strikes (other than
strikes of a party or its contractors), wars, acts of God, and acts of
terrorism, provided, however, that a Party will not be excused from any failure
or delay to the extent it could have been avoided by the use or reasonable
precautions or to the extent such party can perform by using commercially
reasonable efforts.

14.      Miscellaneous.

         14.1     Amendment. This Agreement may be amended, modified or
         supplemented only by a writing signed by the party or parties sought to
         be bound thereby.

         14.2     Entirety. This Agreement and the Exhibits hereto constitute
         the entire agreement of Manufacturer and GRC with respect to the
         subject matter hereof, and supersede all prior or contemporaneous
         agreements or understandings of Manufacturer and GRC with respect to
         such subject matter.

         14.3     Severability. If any provision of this Agreement is held to be
         illegal, invalid or unenforceable under present or future laws
         effective during the term hereof, such provisions shall be fully
         severable and this Agreement shall be construed and enforced as if such
         legal, invalid or unenforceable provision never comprised a part
         hereof, and the remaining provisions hereof shall remain in full force
         and effect and shall not be affected by the illegal, invalid or
         unenforceable provision or by its severance herefrom.

         14.4     Confidentiality. Each party will treat the terms and
         conditions of this Agreement and any other proprietary business and
         technical information disclosed by the other party in connection with
         the execution of this Agreement (collectively the "Confidential
         Information") as confidential, will disclose such Confidential
         Information only (i) as is required to comply with a party's
         obligations under the securities laws, (ii) as otherwise required by
         law, provided that the party desiring to disclose Confidential
         Information shall provide the other party with prompt written notice of
         the alleged legal requirement to disclose in order that party owning

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<PAGE>


         the Confidential Information may take appropriate legal action to
         prevent such disclosure, or (iii) to those employees and contractors of
         each party who have a need to know in order to accomplish the business
         activities specified herein and who themselves agree not to disclose it
         to any third parties. These obligations shall not extent to any portion
         of the Confidential Information that: (a) is known to the receiving
         party as documented by its written records at the time of disclosure,
         (b) is or becomes public or generally available to the public through
         publication or otherwise but through no fault of the receiving party;
         or (c) is received from a third party having a bona-fide right to
         disclose the information and not having any confidential obligation,
         direct or indirect, to the party owning the Confidential Information.

         14.5     Captions. The captions of this Agreement are for convenience
         of reference only and shall not limit or otherwise affect any of the
         terms or provisions hereof.

         14.6     Notices. Any notice or communication required or permitted to
         be delivered hereunder shall be in writing addressed to the party to be
         notified, and shall be delivered by depositing it with a nationally
         recognized overnight delivery service or in the United States mail,
         postage prepaid, and either registered or certified with return receipt
         requested, or by confirmed facsimile to the fax numbers indicated
         below, and shall be deemed to be effective upon receipt for overnighted
         or faxed notice and or three (3) days after being sent for mailed
         notice. For this purpose, the addresses of the parties shall be:

                          GRC:      Guthy-Renker Corporation
                                    41-550 Eclectic Street, #200
                                    Palm Desert, CA 92260
                                    Attn: Ben Van de Bunt
                                    Fax: 760/773-9016


                 Manufacturer:      CirTran Corporation
                                    4125 South 6000 West
                                    Salt Lake City, UT 84128
                                    Attn: Iehab Hawatmeh
                                    Fax: 801-963-5180

         14.7     Applicable Law. This Agreement and rights and obligations of
         the parties hereto shall be governed, construed and enforced in
         accordance with the laws of the State of California. Any controversy
         between Manufacturer and GRC arising out of or relating to this
         Agreement or the breach thereof, shall be settled by binding
         arbitration, in accordance with the rules then obtaining of the
         American Arbitration Association or other mutually agreeable ADR
         services, and any such arbitration shall be held in Los Angeles,
         California; provided, however, that if the dispute between the parties
         relates to a claim by GRC that the exclusivity provisions pursuant to

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<PAGE>


         Section 2.1 should be waived due to Cirtran's failure to perform as
         required hereunder, such dispute shall be submitted directly to Earl
         Greenberg for resolution, and Earl Greenberg's decision shall be (i)
         delivered within ten (10) days of submission and (ii) binding on the
         parties Both parties consent and agree to the jurisdiction and venue
         for such arbitration, and waive any and all challenges on the basis of
         jurisdiction, venue and/or forum non conveniens.

         14.8     Facsimile; Counterparts. The parties agree that signature by
         facsimile shall hereby be deemed an original signature, and fully
         binding upon the parties hereto. This Agreement may be executed in one
         or more counterparts, each of which shall be deemed an original and all
         of which together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, GRC and Manufacturer have executed this Agreement as
of the date first set forth above.


GUTHY-RENKER CORPORATION,
a Delaware corporation


By:   /s/
      --------------------------
Name:
      --------------------------
Its:
      --------------------------


CIRTRAN CORPORATION
a Nevada corporation

By:   /s/ Iehab Hawatmeh
      --------------------------
Name: Iehab Hawatmeh
Its:  President


I, Charles Ho, have read the Agreement dated April 21, 2005 by and between
Guthy-Renker Corporation and Cirtran Corporation and hereby agree to take all
actions necessary to cause the transfer of the Patent Applications as set forth
in Paragraph 5.2 of the Agreement.

CHARLES HO, an individual


By:   /s/ CHARLES HO
      --------------------------

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<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                  Proposed Sales Price   Proposed Sales Price
               PL.1001                             First 20,000 Units     Balance of Blanket
                                        Quantity       FOB China           Order FOB China

                                           PCS          @USD/PC                @USD/PC
---------------------------------------------------------------------------------------------
<S>                                     <C>       <C>                    <C>
Supreme Pilates Machine in Shipper Box   1  PCS      USD  $ XXXXXX           USD  $ XXXXX

3 PCS DVD                                                   XXXXXX           USD  $ XXXXX

Printed Inserts+                                            XXXXXX           USD  $ XXXXX
---------------------------------------------------------------------------------------------

                                                          $ XXXXXX                $ XXXXX
---------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------
               PL.1000                  Quantity  Proposed Sales Price   Proposed Sales Price
                                                   First 20,000 Units     Balance of Blanket
                                                        FOB China          Order FOB China

                                           PCS          @USD/PC                @USD/PC
---------------------------------------------------------------------------------------------
Supreme Pilates Machine in Shipper Box   1  PCS      USD  $ XXXXX            USD   $ XXXXX

3 PCS VIDEO TAPES                                         Not included       USD   $ XXXXX

Printed Inserts+                                     USD  Not included       USD   $ XXXXX
---------------------------------------------------------------------------------------------
                                                          $ XXXXX                  $ XXXXX
---------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------
             Spare Parts                Quantity  Customer Unit Price     Customer Ext Price
                                                        FOB China             FOB China

                                           PCS           @USD/PC               @USD/PC
---------------------------------------------------------------------------------------------
Leatherette Covering for Long Spring     2   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Leatherette Covering for Short Spring    2   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Soft Grip Handles                        2   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Wooden Sculpting Bar                     1   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Back Cushion                             1   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Neck Cushion                             1   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Fastening Knobs                          2   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Cap Nuts                                 2   PCS  USD            XXXXX   USD            XXXXX
                                        --------  --------------------   --------------------

Nylon Safety Strap                       1   PCS  USD            XXXXX   USD            XXXXX
---------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>


+Printed materials consist of the following:
         Supreme Pilates Eating Guide
         Supreme Pilates Ellen Croft Welcome Letter
         Supreme Pilates Testimonial Letter
         Supreme Pilates Success Tracker
         Supreme Pilates Owner's Manual
         Supreme Slimming Fifteen Cards and Clip-On Ring.

TOOLING:
        Cost of Tooling: Manufacturer has all necessary tools available.


WARRANTY/QUALITY CONTROL:
         Agreed QC standards:   To be Mutually Agreed Upon In Writing Prior to
                                commencement of manufacturing
         Agreed Warranty:       Manufacturing Defects
         Agreed Warranty Term:  90 days parts and 1 year frame




PRODUCT LEAD TIME: Manufacturer to use good faith efforts to ship product within
thirty (30) days of purchase order, but in no event later than forty-five (45)
days from date of purchase order.

         OB Point:              Ningbo Harbor, China

         Weekly Capacity of XXXXXX units for repeat orders only.

CERTIFICATION:
         UL: N/A
         GS/TUV: ll
         CE:
         ISTA:
         Flame Code: Yes
         Factory Rating: Factory Ratings
         Classification: Product to be classified as fitness equipment.












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<PAGE>


                                   EXHIBIT "B"







































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--------------------------------------------------------------------------------