MUTUAL RELEASE AND SETTLEMENT AGREEMENT


                                   THE PARTIES

         THIS MUTUAL RELEASE AND SETTLEMENT  AGREEMENT  ("Agreement") is entered
into as of the 31st day of July 2002,  by and  between  on the one hand  CirTran
Corporation,  a Nevada  corporation,  and its  predecessor  in interest  Circuit
Technology,   Inc.   (collectively,   "CirTran"),   and   on  the   other   hand
OsicomTechnologies,   Inc.,  a  Delaware   corporation  ("Osicom  DE"),  Entrada
Networks,  Inc., a Delaware  corporation  ("Entrada DE"), and Entrada  Networks,
A.J., Inc. ("Entrada AJ")  (collectively,  Osicom DE, Entrada DE, and Entrada AJ
will be referred to as the "Entrada  Parties").  CirTran and the Entrada Parties
are sometimes referred to collectively as the "Parties."

                                    RECITALS

         1. On or about January 19, 2001,  CirTran filed a civil action  against
Osicom  Technologies,  Inc., a New Jersey corporation  ("Osicom NJ") and Entrada
DE. That case was  subsequently  removed to the United States District Court for
the Central  District of Utah, and assigned Civil No.  2:01CV142B  (the "Federal
case").  Entrada AJ asserted a Counterclaim against CirTran in the Federal case.

         2. On or about January 4, 2001, Orbit Systems,  Inc.  ("Orbit") filed a
civil action against  CirTran in the Third Judicial  District  Court,  Salt Lake
County, West Valley Department, State of Utah, assigned Civil No. 010100050 (the
"State case").  In the State case,  Orbit seeks to recover the purchase price of
$173,310, plus interest, costs, attorneys' fees, and other damages, from CirTran
for the following  electronic  components that Orbit alleges CirTran is bound by
contract to purchase:

                  CirTran Part No.          Orbit Part No.    Quantity

                  120534-1                  OM304252-00        25,000
                  293D106X9016B2T           OM962-1005-130    164,000
                  293D475X9010A2T           OM962-4704-040     96,000

These parts are collectively referred to as the "Orbit parts."

         3. In February  2001,  CirTran  filed a Third-Party  Complaint  against
Osicom NJ and Entrada DE in the State case,  alleging that Osicom NJ and Entrada
DE are liable to indemnify and reimburse CirTran for any liability that might be
imposed  against  CirTran in the State case.  Entrada AJ indicated its intent to
assert a  Counterclaim  against  CirTran in the State case,  if the case was not
dismissed  or stayed on the  grounds  that  CirTran's  Third  Party  Claims were
substantively identical to those asserted by CirTran in the Federal case.

         4. Collectively, the claims asserted between the Parties in the Federal
and State case shall be referred to as the  "Claims."

         5. The Parties now desire to enter into a full and final  settlement of
the Claims arising from, or in any way relating to, the Claims asserted  between
them in the Federal and State  cases,  as more  particularly  set forth  herein.
TERMS

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual promises and covenants set forth herein, it is hereby AGREED AS FOLLOWS:

         1.  Payment.  Entrada  AJ has  agreed to make a series of  payments  to
CirTran in the total amount of $265,000, by a series of six payments as follows:

          a.   Payment # 1: $50,000 to be received no later than August 1, 2002.

          b.   Payment # 2: $50,  000 to be  received  no later than  August 15,
               2002 .

          c.   Payment # 3:  $45,000 to be received no later than  September  5,
               2002.

          d.   Payment # 4: $40,000 to be received no later than  September  26,
               2002.

          e.   Payment # 5:  $40,000 to be  received  no later than  October 14,
               2002.

          f.   Payment # 6:  $40,000 to be  received  no later than  October 29,
               2002.

          g.   Payment #2 will be made to Entrada AJ's attorneys,  Ballard Spahr
               Andrews  &  Ingersoll,  LLP  ("Ballard  Spahr"),  to hold for the
               benefit of CirTran.  Upon written  notice from  Ballard  Spahr to
               CirTran's  attorneys Durham Jones & Pinegar ("Durham Jones") that
               Payment #2 has been received by Ballard Spahr,  Durham Jones will
               notify  CirTran  that  Payment # 2 has been  received and CirTran
               will immediately ship to Entrada AJ at its own expense the unused
               materials  identified  in  paragraph  2,  subject to the terms in
               paragraphs 2-5,  below.  Upon delivery of written notice that the
               parts have been shipped, Ballard Spahr will release Payment #2 to
               Durham  Jones,  at the wire  address  provided  below.  All other
               payments  will be  made  directly  from  Entrada  AJ to the  wire
               address provided below.

          h.   All  payments  except  Payment  #2 will be by  wire  transfer  to
               CirTran  care  of  Durham  Jones  &  Pinegar,   KeyBank  National
               Association,  Account No.:  4450-1000-1292,  ABA No.:  124000737,
               Name of Account:  Durham  Jones & Pinegar  Trust  Account,  Attn:
               CirTran/Entrada Settlement.

         2.  Purchase  of Product by Entrada  AJ. The  payments by Entrada AJ to
CirTran are, in part, for the purchase of certain products from CirTran. Entrada
AJ's payments will first be applied as the purchase  price for products,  in the
order listed, on the following terms:

              a.  $30,237 in unused  materials  formerly  designated  as for 404
         PCBs,  at the  prices  and  quantities  shown  below,  as agreed by the
         parties pursuant to the inspection  conducted on Monday, July 22, 2002,
         and the  Inspection  Acknowledgement  as  initialed  by the  Authorized
         Representative  of both parties,  which Inspection  Acknowledgement  is
         incorporated into this agreement by reference:

                  Counterclaim                    CTC Total
                      QOH            CTC Cost        Value

    OM402404-01
    968-8472-100     21216        $  0.0036       $     76.38
       312019-00      4490        $  3.2545       $ 14,612.71
    964-0004-501      412         $  0.1265             52.12
     130-0351-04       86         $  3.7720       $    324.39
     615-1327-01      1970        $  0.5000       $    985.00
       302353-00      267         $  1.2995       $    346.97
    965-0163-492      151         $ 21.5000       $  3,246.50
    967-7680-100      535         $  0.0048       $      2.57
    967-6340-100      1010        $  0.0048       $      4.85
    968-8272-100      430         $  0.0032       $      1.38
       302354-00      1064        $  0.4255       $    452.73
    968-8220-100      670         $  0.0032       $      2.14
    967-4999-100      5000        $  0.0058       $     29.00
    973-0003-502      1254        $  0.0153       $     19.19
    962-4704-148     23782        $  0.4255       $ 10,119.24
                                                ================
                                                  $ 30,275.15

              b.  $127,773 in unused  materials  formerly  designated as for 701
         PCBs,  at the  prices  and  quantities  shown  below,  as agreed by the
         parties pursuant to the inspection  conducted on Monday, July 22, 2002,
         and the  Inspection  Acknowledgement  as  initialed  by the  Authorized
         Representative  of both parties,  which Inspection  Acknowledgement  is
         incorporated into this agreement by reference

                        TC                        CTC Total
         OM905-7701-01TC QOH       CTC Cost         Value
------------------------
            130-0083-06  658
                                    1.7683       $  1,163.54
            180-0038-01  4309       0.5643       $  2,431.57
              302366-00  5457       2.1500       $ 11,732.55
              304252-00  2050       2.4700       $  5,063.50
              304259-00  7467       0.2059       $  1,537.46
              315024-00 68963       0.1035       $  7,137.67
              330036-00 15181       0.0097       $    147.26
              330275-00  395        3.4380       $  1,358.01
            510-1901-01  239        6.7000       $  1,601.30
           711-1120-703  5988       0.0058       $     34.73
            719-1080-01  1421      11.6533       $ 16,559.34
            946-1440-04 11718       0.0059       $     69.14
           961-1001-420 72674       0.0276       $  2,005.80
           961-1001-729  1391       0.7475       $  1,039.77
           961-1002-450 139228      0.0216       $  3,007.32
           961-1003-240 300884      0.0152       $  4,573.44
           961-4702-140 19650       0.0466       $    915.69
           961-8208-440 27448       0.0177       $    485.83
           962-1005-130 17210       0.5900       $ 10,153.90
           962-2205-130  6793       0.5500       $  3,736.15
           962-4704-040  4755       0.3900       $  1,854.45
           963-0021-250  1545       1.6600       $  2,564.70
           964-0002-418  3718       0.1900       $    706.42
           964-0008-418  6649       0.2246       $  1,493.37
           965-0178-200  3810       0.5309       $  2,022.73
           965-0187-432  1408      24.5000       $ 34,496.00
           967-1000-000 13206       0.0049       $     64.71
           967-1210-000 28454       0.0048       $    136.58
           967-5760-000 13548       0.0158       $    214.06
           967-6650-000 10181       0.0049       $     49.89
           968-8000-100 82920       0.0034       $   281.93
           968-8102-100 135069      0.0037       $   499.76
           968-8103-100 32375       0.0033       $   106.84
           968-8104-100 28286       0.0038       $   107.49
           968-8330-100 31318       0.0036       $   112.74
           968-8331-100 28291       0.0037       $   104.68
           968-8470-100 64442       0.0036       $   231.99
           968-8472-100 38896       0.0036       $   140.03
           968-8473-100 21455       0.0038       $    81.53
           968-8750-100 35080       0.0031       $   108.75
           969-0011-503 64320       0.0562       $ 3,614.78
           969-0022-323  1277       1.9726       $ 2,519.01
           973-0002-502  4758       0.0153       $    72.80
           973-0004-502 16586       0.0153       $   253.77
           973-0008-502 77788       0.0153       $ 1,190.16
                                                $127,783.10


              c. All  purchases  were subject to  inspection  and  acceptance by
         Entrada AJ, and Entrada AJ had the right to reject any materials  which
         were not in their original packaging.

         3.  Payment of  CirTran  Accounts  Receivable.  CirTran  contends  that
Entrada AJ has due and owing as  accounts  receivable  the sum of  approximately
$274,000.  Entrada AJ denies  owing this  accounts  receivable.  The payments by
Entrada  AJ to  CirTran  are,  in  part,  for  the  settlement  of the  accounts
receivable dispute. After the payments discussed in the preceding paragraphs are
applied as stated in those  paragraphs,  the  Parties  agree that  Entrada  AJ's
payments  will be  applied  in the  amount of $22,490 as payment in full for all
accounts receivable.

         4. Payment of CirTran RMA. CirTran contends that it is owed $19,500 for
unpaid Return Material Authorizations  ("RMAs"). After the payments discussed in
the preceding paragraphs are applied as stated in those paragraphs, Entrada AJ's
payments  will be  applied  in the  amount of $19,500 as payment in full for all
RMAs.

         5. Final  Payment by Entrada AJ.  After the  payments  discussed in the
preceding  paragraphs  are applied as stated in those  paragraphs,  Entrada AJ's
payments  will be applied in the amount of $65,000 as  additional  consideration
for the mutual release and settlement of the Claims. By accepting this amount in
compromise of the Claims  referred to herein,  CirTran is allowing  Entrada AJ a
discount of $406,000  because of the defects found and  discovered by Entrada AJ
in regards to the missing trace in the raw printed circuit boards.

         6. Shipment of the Parts  Formerly  Designated as for 404 and 701 PCBs.
Prior to the execution of this  Agreement,  a  representative  of Entrada AJ has
visited  CirTran's  facility  in Salt Lake City,  Utah,  on July 22,  2002,  and
inspected all of the remaining parts formerly designated as for 404 and 701 PCBs
that  the  subject  of  this  Agreement.  During  this  inspection,  Entrada  AJ
identified those products it would purchase under this agreement, and supervised
CirTran's  preparation  of the products for shipment,  and the number of 404 and
701 PCBs purchased are indicated in the "Inspection  Acknowledgement" referenced
in Paragraph 2 above.

         7. Entrada AJ to Issue  Purchase  Order to CirTran for Orbit Parts.  As
further  consideration  for the  covenants  and  promises  memorialized  in this
Agreement,  Entrada AJ agrees that upon  execution  of this  Agreement,  it will
issue a Purchase  Order to CirTran in the form attached as Exhibit "A," by which
it will purchase up to $125,000 (the "Total Price Limit") worth of the following
parts, at the following price(s):

<TABLE>
<CAPTION>



       CirTran Part No.            Orbit Part No.          Quantity           Entrada AJ P.O.Price          Total
<S>                           <C>                    <C>                  <C>                          <C>

---------------------------- ---------------------- --------------------- ---------------------------- ---------------
         120534-1                 OM304252-00        25,000 or more, up         25,000 @ $2.35         $  58,750.00
                                                     to the Total Price
                                                           Limit

---------------------------- ---------------------- --------------------- ---------------------------- ---------------
      293D106X9016B2T           OM962-1005-130      164,000 or more, up        164,000 @ $0.215        $  35,260.00
                                                     to the Total Price
                                                           Limit

---------------------------- ---------------------- --------------------- ---------------------------- ---------------
      293D475X9010A2T           OM962-4704-040       96,000 or more, up         96,000 @ $0.322        $  30,990.00
                                                     to the Total Price
                                                           Limit
---------------------------- ---------------------- --------------------- ---------------------------- ---------------
                                                                                                       $125,000.00
---------------------------- ---------------------- --------------------- ---------------------------- ---------------
</TABLE>

         Notwithstanding  anything in the Purchase  Order to the  contrary,  the
Parties  agree that the  Purchase  Order will be  non-cancelable  so long as the
Orbit parts are able to be  delivered  within 90 days after the last  payment in
Paragraph (1).  Notwithstanding  anything in the Purchase Order to the contrary,
the Parties also agree that the Purchase  Order will be assignable to Orbit upon
the  written  consent of Entrada  AJ,  which  consent  will not be  unreasonably
withheld. CirTran will deliver the Orbit parts within ninety days after the last
payment referenced in Paragraph 1 (and not before the final payment) and Entrada
AJ will pay the Purchase Order pursuant to its standard terms and conditions, by
wire transfer to the trust account  identified in Paragraph 1(g), within 30 days
after  shipment.  The parties  understand and agree that Entrada AJ's promise to
issue the Purchase  Order and purchase the parts pursuant to that Purchase Order
is done separate and  independent of CirTran's  ability to negotiate  release of
the claims asserted  against  CirTran by Orbit in the State case.  CirTran shall
bear all risks associated with the claims against CirTran in the State case, and
agrees it will have no right to seek indemnification, contribution, or any other
remedy  from any of the  Entrada  Parties  or  other  parties  released  in this
Agreement as a result of any claims by Orbit in the State case.

          8.  Dismissal:

              a. Federal case.  Upon  execution of this  Agreement,  counsel for
         each of the  Parties  shall sign and  deliver to counsel  for CirTran a
         signed  original  Stipulation  for  Dismissal  With  Prejudice  and  an
         original  Order of Dismissal With Prejudice in the Federal case, in the
         form  attached  hereto as Exhibit "B."  CirTran  shall cause the signed
         Stipulation of Dismissal With Prejudice and the Order of Dismissal With
         Prejudice  to be filed with the Court in the Federal  case  immediately
         upon the last of the  three  payments  specified  in  paragraph  1. The
         Parties shall then cooperate and take all steps reasonably necessary to
         secure the entry of the Order of Dismissal in the Federal case.

              b. State case. Upon execution of this Agreement,  counsel for each
         of the  Parties  shall sign and deliver to counsel for CirTran a signed
         original Stipulation for Dismissal of Third Party Claims With Prejudice
         and an original Order of Dismissal of Third Party Claims With Prejudice
         in the State case, in the form attached  hereto as Exhibit "C." CirTran
         shall cause the signed  Stipulation  of Dismissal of Third Party Claims
         With  Prejudice  and the Order of  Dismissal of Third Party Claims With
         Prejudice to be filed with the Court in the State case immediately upon
         the last of the three  payments  specified  in paragraph 1. The Parties
         shall then cooperate and take all steps reasonably  necessary to secure
         the entry of the Order of  Dismissal of Third Party Claims in the State
         case.

         9. CirTran's  Release.  CirTran shall and does hereby  acknowledge full
and complete satisfaction of, and does hereby release,  discharge and acquit the
Entrada Parties and anyone else,  including any of the Entrada  Parties' agents,
representatives,   attorneys,  heirs,  successors,  transferees,  assignees  and
employees,  past and present, from any and all past, present, and future claims,
demands,  damages,  liabilities,  actions  and  causes of action of every  kind,
nature and description,  asserted or unasserted,  known or unknown,  of whatever
nature, character or description, which have been or could be or could have been
brought  against them relating to or in any way connected with the Claims or the
subject matter of the Claims. Any doubt as to the scope of this release is to be
resolved in favor of  including  any asserted  claim  within the subject  matter
covered by this  Agreement.  CirTran also  acknowledges  that by this Agreement,
each  party is to bear  their own costs  and  attorney  fees.

         10. The Entrada  Parties'  Release.  The Entrada  Parties  shall and do
hereby  acknowledge  full and complete  satisfaction  of, and do hereby release,
discharge  and acquit the CirTran and anyone  else,  including  any of CirTran's
agents, representatives,  attorneys, heirs, successors,  transferees,  assignees
and  employees,  past and present,  from any and all past,  present,  and future
claims,  demands,  damages,  liabilities,  actions and causes of action of every
kind,  nature and  description,  asserted or  unasserted,  known or unknown,  of
whatever nature, character or description,  which have been or could be or could
have been  brought  against  him  relating to or in any way  connected  with the
Claims or the subject  matter of the  Claims.  Any doubt as to the scope of this
release is to be resolved in favor of including  any  asserted  claim within the
subject matter covered by this Agreement.  The Entrada Parties also  acknowledge
that by this Agreement, each party is to bear their own costs and attorney fees.

         11.  Release  of  Other  Defendants  and  Other  Parties.  The  Parties
acknowledge  that  there  has been a dispute  as to the  proper  Parties  to the
CirTran claims in the Federal case and State case. The Entrada  Parties are only
authorized to sign on behalf of themselves, and do not purport to have authority
to do so for those  entities  improperly  named in the Federal case or the State
case. However, the Entrada Parties enter into this Agreement with the intent and
purpose  that it  includes  a full and  complete  release  of any and all claims
CirTran has or may have against any entity or entities  named as  defendants  to
the  claims  brought  by  CirTran  in the  Federal  case or in the  State  case,
including  without  limitation  Osicom  NJ and  Sorrento  Networks  Corporation.
CirTran  acknowledges  that all such claims are included in, and subject to, the
Claims that are dismissed  paragraph 8 of the Terms  section of this  Agreement.

         12. No Other Claims.  The Parties shall and do hereby  acknowledge that
they are not aware of any claims or potential claims against the other, and that
regardless of such knowledge or lack thereof,  the parties  acknowledge they are
aware of no claims or potential claims which are not included in this Agreement.


         13.  Unknown  or   Undiscovered   Information.   Each  of  the  Parties
acknowledge that they may hereafter discover facts different from or in addition
to those  which they now know or  believe to be true with  respect to the Claims
and they each agree that this  Agreement  shall be and remain  effective  in all
respects  notwithstanding  such  different or additional  facts or the discovery
thereof.

         14.  Warranties  and  Representations.  The  following  warranties  and
representations are material to the Agreement and shall survive this Agreement:

              a.  Authority:  The Parties each warrant and  represent  that they
         have full  authority to enter into this  Agreement and to perform their
         obligations under this Agreement.

              b.  Authenticity:  The Parties each warrant and represent that all
         signatures to this Agreement on their behalf and that all signatures to
         be made on their  behalf  to  documents  to be  provided  or  exchanged
         pursuant to this  Agreement  are and will each be authentic and binding
         upon them.

         15. No Warranties or  Representations.  Each of the Parties acknowledge
that,  except as expressly  stated in this  Agreement,  no party (nor any of its
agents,  employees,  attorneys  or  representatives)  has made any  statement or
representation  to any other  party  regarding  any fact  relied on by any other
party in entering into this Agreement. Each party specifically acknowledges that
he or she has not  relied on any  statement,  representation  or  promise of any
other party, or of any of its agents,  employees,  attorneys, or representatives
in executing this Agreement,  except as expressly set forth herein. In addition,
each of the Parties  acknowledge  that it is under no duress or undue  influence
and that each executes this Agreement as an act of its own voluntary will.

         16.  Opportunity to Investigate.  Each of the Parties  acknowledge that
its  attorneys  have  made  such  investigation  of  facts  pertaining  to  this
Agreement, and all of the matters pertaining thereto, as it deems necessary.

         17.   Representations   During  Negotiation.   In  entering  into  this
Agreement,  the Parties,  and each of them,  recognize  that there may have been
statements made in the course of negotiations by the other parties hereto and/or
their  counsel,   or  that  there  may  have  been  incomplete   disclosures  or
nondisclosures  of fact. The parties  acknowledge  that they are aware that they
may,  after  execution  of this  Agreement,  discover  facts  which they did not
heretofore  know,  or which  they  thought  not to have  existed,  or which they
believe to be true with respect to the Agreement Claims. Accordingly, each party
assumes the risk of any  incomplete  disclosure or mistake.  If any party should
subsequently  discover  that any fact assumed or relied on in entering into this
Agreement  did not  exist,  was  mistaken  or  otherwise  untrue,  or  that  any
understanding of the facts or of the law was incorrect,  such party shall not be
entitled to set aside this Agreement. This Agreement is intended to be final and
binding between the Parties.

         18. No Admission. It is agreed that this mutual release and settlement,
and the information  contained in this  Agreement,  is not to be construed as an
admission  by or on  behalf  of any of the  Parties  of  any  wrongful  acts  or
liability whatsoever.

         19.  Integration.  This Agreement is the complete agreement between the
Parties relating to the subject matter hereof,  and there are no written or oral
understandings  or  agreements  directly  or  indirectly   connected  with  this
Agreement  and  settlement  that  are  not   incorporated   herein.   Any  prior
negotiations,  correspondence,  or understandings relating to the subject matter
of the  Claims  and this  Agreement  shall be  deemed  to be  merged  into  this
Agreement and shall be of no further force or effect.  This Agreement may not be
amended or modified except in writing executed by each of the Parties.

         20.  Severability.  In the event one or more of the  provisions of this
Agreement, for any reason, should be held invalid, illegal or unenforceable,  in
any respect,  such invalidity,  illegality or unenforceability  shall not affect
any of the remaining  provisions of this Agreement and this  Agreement  shall be
construed as if such invalid,  illegal or  unenforceable  provision(s) had never
been contained herein.

         21. Construction and Interpretation.  The Parties acknowledge that this
Agreement,  and the documents to be executed and  exchanged in  accordance  with
this  Agreement,  are the product of  negotiations  in which each party has been
represented by legal counsel of their own selection,  or that each party had the
opportunity  for such  representation.  The  Parties  therefore  agree  that the
Agreement and the documents to be executed and exchanged in accordance with this
Agreement  are  to  be  construed  and  interpreted  fairly  and  reasonably  in
accordance with their terms and not as against any party as the drafter thereof.

         22. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah.

         23.  Enforcement.  If any party  shall seek to  enforce or protect  its
rights under this  Agreement or under any  document or  instrument  executed and
delivered in connection herewith in any action, suit, arbitration, case or other
proceeding, including all bankruptcy cases and proceedings, the prevailing party
shall be  entitled  to  receive  from the other  party  payment of its costs and
expenses,  including  expert witness fees and reasonable  attorney fees incurred
(whether such costs or fees are incurred before or after the commencement of the
proceeding), including any and all appeals or petitions therefrom.

         24. No Assignment of Claims.  The Parties represent and warrant to each
other that they have not sold,  assigned,  conveyed  or  otherwise  transferred,
prior to the execution of this  Agreement,  any interest,  claim or demand which
they had, now have,  or may claim to have against the other,  which is addressed
by this  Agreement,  and that each of the  signatories  hereto has  complete and
unrestricted authority to compromise and release all claims and potential claims
released by this Agreement.

         25. Separate Execution. This Agreement may be executed in any number of
duplicate  originals  or  counterparts,  each of which  when so  executed  shall
constitute in the aggregate but one and the same document.  Copies or facsimiles
of signatures to this Agreement  have the same effect as if the signatures  were
placed  on the  originals  and  shall be  deemed  to be fully  executed  by each
signatory.

         26. Confidentiality. The parties agree that neither the receipt nor the
amount of payment  provided for in this Agreement,  nor any other term contained
herein,  shall be disclosed to any third party absent  written  consent from the
non-disclosing parties. Notwithstanding the foregoing, discloure may properly be
made absent prior written  authorization  where disclosure is made to any taxing
authorities,  attorneys  or  accountants,  or as  required  by order of court or
governmental  and/or  regulatory  agencies.  To each  person or entity to whom a
permissible  disclosure is made,  excluding  only the taxing  authorities,  said
person or entity  shall be advised by the party  making the  disclosure  of this
confidentiality provision and directed to maintain confidentiality in conformity
herewith.

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<PAGE>


         IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement on the
dates indicated below.

ENTRADA PARTIES:

         Dated:   July ___, 2002.        OSICOM TECHNOLOGIES, INC.

                                         By:
                                            ------------------------------------
                                         Its:
                                             -----------------------------------

         Dated:   July 31, 2002.         ENTRADA NETWORKS, INC.

                                         By:
                                            ------------------------------------
                                         Its:
                                             -----------------------------------

         Dated:   July 31, 2002.         ENTRADA NETWORKS, A.J., INC.

                                         By:
                                            ------------------------------------
                                         Its:
                                             -----------------------------------


CIRTRAN:

         Dated:   July 31, 2002.         CIRTRAN CORPORATION

                                         By:
                                            ------------------------------------
                                         Its:
                                             -----------------------------------

         Dated:   July 31, 2002.         CIRCUIT TECHNOLOGY, INC.

                                         By:
                                            ------------------------------------
                                         Its:
                                             -----------------------------------