================================================================================

        AMENDMENT TO DEBENTURE AND INVESTOR REGISTRATION RIGHTS AGREEMENT

         THIS AMENDMENT TO DEBENTURE AND REGISTRATION RIGHTS AGREEMENT (the
"Amendment") is made and entered into effective as of October 30, 2006, to amend
that certain Investor Registration Rights Agreement (the "Agreement") dated
December 30, 2005 by and among CIRTRAN CORP., a Nevada corporation (the
"Company") and CORNELL CAPITAL PARTNERS, LP (the "Investor"). The Company and
the Investor may each be referred to herein as a "Party" and collectively as the
"Parties."

                                    Recitals:

         WHEREAS, on or about December 30, 2005, the Company and the Investor
entered into a series of financing agreements (the "December Transaction
Documents"), including, without limitation a Securities Purchase Agreement, a
convertible debenture issued pursuant thereto, and an Investor Registration
Rights Agreement, pursuant to which, among other things, the Investor agreed to
advance the Company the aggregate of One Million Five Hundred Thousand Dollars
($1,500,000) in exchange for the issuance by the Company of a secured
convertible debenture; and

         WHEREAS, on or about August 23, 2006, the Parties entered into another
series of financing agreements (the "August Transaction Documents"), including,
without limitation a Securities Purchase Agreement, a convertible debenture (the
"August Debenture") issued pursuant thereto, and an Amended and Restated
Investor Registration Rights Agreement (the "Amended IRRA"), pursuant to which,
among other things, the Investor agreed to advance the Company the aggregate of
One Million Five Hundred Thousand Dollars ($1,500,000) in exchange for the
issuance by the Company of a secured convertible debenture

         WHEREAS, the parties hereto desire to amend the August Debenture and
the Amended IRRA to extend certain deadlines contained therein; and

         WHEREAS, all terms in the August Debenture and the Amended IRRA, except
as modified herein, and the terms contained in the December Transaction
Documents and the August Transaction Documents, shall remain in full force and
effect.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises, conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:

         1.       Recitals.  The  foregoing  recitals  are  hereby  incorporated
                  herein by reference  and  acknowledged  as true and correct by
                  the parties hereto.

         2.       Amended  IRRA.  Section  2(a) of the  Amended  IRRA is  hereby
                  amended and restated in its entirety to read as follows:


<PAGE>


                           "(a) Subject to the terms and conditions of this
                  Agreement, the Company shall prepare and file with the SEC, no
                  later than December 31, 2006 (the "Scheduled Filing
                  Deadline"), a registration statement on Form S-1 or SB-2 (or,
                  if the Company is then eligible, on Form S-3) under the 1933
                  Act (the "Initial Registration Statement") for the
                  registration for the resale by all Investors who purchased
                  Convertible Debentures pursuant to the Securities Purchase
                  Agreement 206,900,000 shares of Common Stock to be issued upon
                  conversion of the Convertible Debentures issued pursuant to
                  the Securities Purchase Agreement and the Securities Purchase
                  Agreeement dated December 30, 2005, as well as fifteen million
                  (15,000,000) shares of Common Stock to be issued upon
                  converstion of the Warrant dated August 23, 2006, and ten
                  million (10,000,000) shares of Common Stock to be issued upon
                  conversion of the Warrant dated December 30, 2005. The Company
                  shall cause the Initial Registration Statement to remain
                  effective until all of the Registrable Securities have been
                  sold. Prior to the filing of the Registration Statement with
                  the SEC, the Company shall furnish a copy of the Initial
                  Registration Statement to the Investors for their review and
                  comment. The Investors shall furnish comments on the Initial
                  Registration Statement to the Company within twenty-four (24)
                  hours of the receipt thereof from the Company."

         3.       August  Debenture.  The August  Debenture is hereby amended as
                  follows:

                  (A)  Section  1.02(b) is amended  and  restated to read in its
                  entirety as follows:

                  (b)      The  Holder  agrees  that it may  onlyt  convert  any
                           amount of principal  or interest of the  Debenture in
                           accordance  with  the  terms  and  conditions  of the
                           Lock-up  Agreement by and between the parties  hereto
                           dated  July  27,   2006,   until  the   Company   has
                           effectuated an increase in its authorized capital. In
                           the event that the Company has not  effectuated  such
                           increase in its  authorized  capital by December  31,
                           2006,  such  failure  shall  constitute  an  event of
                           default on  parallel  with those set forth in Section
                           3.01 below and  subject to the same  consequences  as
                           those listed in Section 3.01 below.

                  (B)  Section  2.01  is  amended  and  restated  to read in its
                  entirety as follows:

                           Section 2.01 Amendments and Waiver of Default. The
                           Debenture may only be amended upon the written
                           consent of both the Company and the Holder.
                           Notwithstanding the above, without the consent of the
                           Holder, the Debenture may be amended to cure any
                           ambiguity, defect or inconsistency, or to provide for
                           assumption of the Company obligations to the Holder.


<PAGE>


                  (C) Paragraph 4.03 is amended and restated to read in its
entirety as follows:

                           Section 4.03 Termination of Conversion Rights. The
                           Holder's right to convert the Debenture into the
                           Common Stock in accordance with Section 4.01 hereof
                           shall terminate on April 23, 2009, and this Debenture
                           shall be automatically converted on that date in
                           accordance with the formula set forth in Section 4.01
                           hereof, and the appropriate shares of Common Stock
                           and amount of interest shall be issued to the Holder.

                  (D) Schedule 1.01 is amended and restated to read in its
entirety as follows:

                                  SCHEDULE 1.01
                                  -------------

                               REPAYMENT SCHEDULE

         March 23, 2007           $200,000
         June 23, 2007            $200,000
         September 23, 2007       $200,000
         December 23, 2007        $200,000
         March 23, 2008           $200,000
         June 23, 2008            $200,000
         September 23, 2008       $200,000
         April 23, 2009           $100,000 plus any accrued and unpaid interest.

                     [SIGNATURE PAGES TO IMMEDIATELY FOLLOW]









<PAGE>


         IN WITNESS WHEREOF, the parties have signed and delivered this
Amendment Agreement on the date first set forth above.

CIRTRAN CORP.                                  CORNELL CAPITAL PARTNERS, LP

By:      /s/ Iehab J. Hawatmeh                 By: Yorkville Advisors, LLC
   -------------------------------------
Name:    Iehab J. Hawatmeh                     Its: General Partner
Title:   President & CEO
                                               By:      /s/ Mark A. Angelo
                                               Name:    Mark A. Angelo
                                               Title:   Portfolio Manager

















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