CIRTRAN CORPORATION
                            PLACEMENT AGENT AGREEMENT



                                                       Dated as of: May 21, 2004


Newbridge Securities Corporation 1451 Cypress
Creek Road, Suite 204 Fort Lauderdale,
Florida 33309

Ladies and Gentlemen:

     The undersigned, CirTran Corporation, a Nevada corporation (the "Company"),
hereby agrees with Newbridge Securities  Corporation (the "Placement Agent") and
Cornell Capital Partners,  LP, a Delaware Limited  Partnership (the "Investor"),
as follows;

     1. Offering The Company  hereby  engages the Placement  Agent to act as its
exclusive  placement  agent in connection  with the Standby Equity  Distribution
Agreement dated the date hereof (the "Standbv Equity  Distribution  Agreement"),
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor  shall  purchase from the Company (the  "Offering") up to
Twenty  Million  Dollars  ($20,000,000)  of  the  Company's  common  stock  (the
"Commitment Amount"),  par value $0.001 per share (the "Common Stock"), at price
per share equal to the  Purchase  Price,  as that term is defined in the Standby
Equity  Distribution  Agreement The Placement  Agent  services  shall consist of
reviewing the terms of the Standby  Equity  Distribution  Agreement and advising
the Company with respect to those terms.

     All  capitalized  terms used herein and not otherwise  defined herein shall
have the same  meaning  ascribed to them as in the Standby  Equity  Distribution
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the  Investor  dated the date hereof (the  "Registration
Right Agreement"). The documents to be executed and delivered in connection with
the Offering,  including,  but not limited,  to the Company's  latest  Quarterly
Report on Form 10-QSB as filed with the United  States  Securities  and Exchange
Commission,  this  Agreement,  the Standby Equity  Distribution  Agreement,  the
Registration  Rights  Agreement,  and the Escrow Agreement dated the date hereof
(the "Escrow Agreement"),  are referred to sometimes hereinafter collectively as
the "Offering  Materials." The Company's  Common Stock purchased by the Investor
hereunder or to be issued in connection  with the  conversion of any  debentures
are sometimes  referred to hereinafter as the  "Securities." The Placement Agent
shall not be obligated to sell any Securities.

     2. Compensation.

     A. Upon the  execution of this  Agreement,  the Company  shall issue to the
Placement  Agent or its designee one hundred  thousand  (100,000)  shares of the
Company's


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Common Stock (the  "Placement  Agent's  Shares").  The Placement  Agent shall be
entitled to  "piggy-back"  registration  rights,  which shall be triggered  upon
registration  of any shares of Common Stock by the Investor  with respect to the
Placement Agent's Shares pursuant to the Registration Rights Agreement dated the
date hereof.

     3. Representations, Warranties and Covenants of the Placement Agent.

     A. The Placement Agent represents, warrants and covenants as follows:

          (i) The  Placement  Agent has the  necessary  power to enter into this
     Agreement and to consummate the transactions contemplated hereby.

          (ii)  The  execution  and  delivery  by the  Placement  Agent  of this
     Agreement and the consummation of the transactions contemplated herein will
     not result in any  violation  of, or be in conflict  with,  or constitute a
     default under,  any agreement or instrument to which the Placement Agent is
     a party or by which the Placement Agent or its properties are bound, or any
     judgment,  decree,  order  or,  to the  Placement  Agent's  knowledge,  any
     statute,  rule  or  regulation  applicable  to the  Placement  Agent.  This
     Agreement  when  executed  and  delivered  by  the  Placement  Agent,  will
     constitute the legal, valid and binding obligations of the Placement Agent,
     enforceable in accordance with their respective terms, except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and   affecting  the  rights  of  creditors   generally,   (b)  the
     enforceability  hereof or  thereof is  subject  to  general  principles  of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to be in violation of public policy.

          (iii) Upon receipt and  execution  of this  Agreement,  the  Placement
     Agent will promptly  forward copies of this Agreement to the Company or its
     counsel and the Investor or its counsel.

          (iv) The Placement Agent will not  intentionally  take any action that
     it reasonably  believes  would cause the Offering to violate the provisions
     of the Securities Act of 1933, as amended (the "1933 Act"),  the Securities
     Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations
     promulgated  thereunder (the "Rules and  Regulations")  or applicable "Blue
     Sky" laws of any state or jurisdiction.

          (v) The  Placement  Agent is a member of the National  Association  of
     Securities Dealers,  Inc., and is a broker-dealer  registered as such under
     the 1934 Act and  under  the  securities  laws of the  states  in which the
     Securities  will be  offered  or  sold by the  Placement  Agent  unless  an
     exemption for such state  registration is available to the Placement Agent.
     The  Placement  Agent  is  in  material   compliance  with  the  rules  and
     regulations  applicable to the Placement  Agent generally and applicable to
     the Placement Agent's participation in the Offering.


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     B. Representations and Warranties of the Company,

             A. The Company represents and warrants as follows;

          (i) The execution, delivery and performance of each of this Agreement,
     the Standby Equity Distribution  Agreement,  the Escrow Agreement,  and the
     Registration  Rights  Agreement  has  been  or will  be  duly  and  validly
     authorized  by the Company and is, or with respect to this  Agreement,  the
     Standby  Equity  Distribution  Agreement,  the  Escrow  Agreement.  and the
     Registration Rights Agreement will be, a valid and binding agreement of the
     Company, enforceable in accordance with its respective terms, except to the
     extent  that (a) the  enforceability  hereof or  thereof  may be limited by
     bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws from
     time to time in effect and affecting the rights of creditors generally, (b)
     the  enforceability  hereof or thereof is subject to general  principles of
     equity or (c) the indemnification  provisions hereof or thereof may be held
     to be in violation of public policy.  The Securities to be issued  pursuant
     to the  transactions  contemplated by this Agreement and the Standby Equity
     Distribution  Agreement have been duly authorized and, when issued and paid
     for in accordance  with this  Agreement,  the Standby  Equity  Distribution
     Agreement and the  certificates/instruments  representing  such Securities,
     will be valid  and  binding  obligations  of the  Company,  enforceable  in
     accordance with their respective  terms,  except to the extent that (1) the
     enforceability   thereof   may  be  limited  by   bankruptcy,   insolvency,
     reorganization,  moratorium or similar laws from time to time in effect and
     affecting  the rights of creditors  generally,  and (2) the  enforceability
     thereof is subject to general  principles of equity.  All corporate  action
     required  to be  taken  for the  authorization,  issuance  and  sale of the
     Securities has been duly and validly taken by the Company.

          (ii)  The  Company  has a  duly  authorized,  issued  and  outstanding
     capitalization  as set forth herein and in the Standby Equity  Distribution
     Agreement.  The  Company  is not a party  to or  bound  by any  instrument,
     agreement or other arrangement providing for it to issue any capital stocks
     rights, warrants,  options or other securities,  except for this Agreement,
     the  agreements  described  herein and as described  in the Standby  Equity
     Distribution Agreement,  dated the date hereof and the agreements described
     therein.  All issued and outstanding  securities of the Company,  have been
     duly  authorized and validly issued and are dilly paid and  non-assessable;
     the holders thereof have no rights of rescission or preemptive  rights with
     respect thereto and are not subject to personal  liability solely by reason
     of being  security  holders;  and none of such  securities  were  issued in
     violation  of the  preemptive  rights of any holders of any security of the
     Company. As of the date hereof, the authorized capital stock of the Company
     consists of 750,000,000  shares of Common Stock, par value $0.001 per share
     and no  shares of  Preferred  Stock of which  397,676,815  shares of Common
     Stock and no shares of Preferred  Stock were issued and  outstanding  as of
     the date thereof.

          (iii) The Common Stock to be issued in accordance  with this Agreement
     and the Standby Equity Distribution Agreement has been duly authorized and,
     when issued and paid for in  accordance  with this  Agreement,  the Standby
     Equity  Distribution   Agreement  and  the  Compensation   Debenture,   the
     certificates/instruments  representing  such  Common  Stock will be validly
     issued,  fully-paid  and  non-assessable;  the holders  thereof will not be
     subject to personal liability solely by reason of being such holders;  such
     Securities are not and will not be subject to the preemptive  rights of any
     holder of any security of the Company.







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          (iv) The  Company  has good and  marketable  title  to,  or valid  and
     enforceable  leasehold  estates in all items of real and personal  property
     necessary to conduct its business (including,  without limitation, any real
     or personal property stated in the Offering Materials to be owned or leased
     by the  Company),  free  and  clear  of all  liens,  encumbrances,  claims,
     security  interests and defects of any material  nature  whatsoever,  other
     than those set forth in the Offering  Materials and liens for taxes not yet
     due and payable.  (v) There is no  litigation  or  governmental  proceeding
     pending or, to the best of the Company's knowledge,  threatened against, or
     involving the properties or business of the Company, except as set forth in
     the Offering  Materials.  (vi) The Company has been duly  organized  and is
     validly  existing as a corporation  in good standing  under the laws of the
     State of Nevada. Except as set forth in the Offering Materials, the Company
     does not own or control,  directly or indirectly,  an interest in any other
     corporation,  partnership,  trust,  joint venture or other business entity.
     The Company is duly qualified or licensed and in good standing as a foreign
     corporation in each  jurisdiction  in which the character or its operations
     requires  such  qualification  or licensing and where failure to so qualify
     would have a material  adverse  effect on the Company.  The Company has all
     requisite  corporate  power and  authority,  and all material and necessary
     authorizations,  approvals,  orders, licenses,  certificates and permits of
     and from all  governmental  regulatory  officials and bodice  (domestic and
     foreign) to conduct its businesses (and proposed  business) as described in
     the  Offering   Materials.   Any  disclosures  in  the  Offering  Materials
     concerning the effects of foreign,  federal,  state and local regulation on
     the Company's  businesses as currently  conducted and as  contemplated  are
     correct in all material respects and do not, omit to state a material fact.
     The  Company  has all  corporate  power and  authority  to enter  into this
     Agreement,  the Standby Equity  Distribution  Agreement,  the  Registration
     Rights Agreement, and the Escrow Agreement, to carry out the provisions and
     conditions hereof and thereof, and all consents, authorizations,  approvals
     and  orders  required  in  connection  herewith  and  therewith  have  been
     obtained.  No  consent,  authorization  or order of, and no filing with any
     court,  government  agency or other body is required by the Company for the
     issuance of the  Securities  or  execution  and  delivery  of the  Offering
     Materials  except for  applicable  federal and state  securities  laws. The
     Company, since its inception,  has not incurred any liability arising under
     or as a result of the application of any of the provisions of the 1933 Act,
     the 1934 Act or the Rules and Regulations. (vii) There has been no material
     adverse  change in the condition or prospects of the Company,  financial or
     otherwise,  from the latest dates as of which such  condition or prospects,
     respectively,  are set forth in the Offering Materials, and the outstanding
     debt, the property and the business of the Company  conform in all material
     respects to the descriptions  thereof contained in the Offering  Materials.
     (viii) Except as set forth in the Offering Materials, the Company is not in
     breach of, or in  default  under,  any term or  provision  of any  material
     indenture,  mortgage,  deed of trust,  lease,  note, loan or Standby Equity
     Distribution  Agreement  or any  other  material  agreement  or  instrument
     evidencing  an  obligation  for  borrowed  money,  or  any  other  material
     agreement or instrument to which it is a party or by which it or any of its
     properties may he bound or affected. The Company is not in violation of any
     provision  of its  charter  or by-laws or In  violation  of any  franchise,
     license, permit, Judgment, decree or order, or in violation of any



<PAGE>


     material statute, rule or regulation. Neither the execution and delivery of
     the  Offering  Materials  nor the  issuance  and  sale or  delivery  of the
     Securities, nor the consummation of any of the transactions contemplated in
     the Offering Materials nor the compliance by the Company with the terms and
     provisions  hereof or thereof has conflicted with or will conflict with, or
     has  resulted  in or will  result  in a breath  of,  any of the  terms  and
     provisions of, or has  constituted or will  constitute a default under,  or
     has resulted in or will result in. the creation or  imposition of any lien,
     charge  or  encumbrance  upon any  property  or assets  of the  Company  or
     pursuant to the terms of any indenture, mortgage, decd of trust, note, loan
     or any other agreement, or instrument evidencing an obligation for borrowed
     money,  or any other  agreement or  instrument  to which the Company may be
     bound or to which any of the  properly  or assets of the Company is subject
     except (a) where such default, lien, charge or encumbrance would not have a
     material adverse effete on the Company and (b) as described in the Offering
     Materials;  nor will such action result in any violation of the  provisions
     of the  charter  or the  by-laws  of  the  Company  or,  assuming  the  due
     performance  by the  Placement  Agent  of its  obligations  hereunder,  any
     material  statute or any material order,  rule or regulation  applicable to
     the  Company  of any  court  or of any  foreign,  federal,  state  or other
     regulatory  authority or other government body having Jurisdiction over the
     Company.

          (ix)  Subsequent to the dates as of which  information is given in the
     Offering   Materials,   and  except  as  may   otherwise  be  indicated  or
     contemplated  herein or therein and the securities  offered pursuant to the
     Securities  Purchase  Agreement dated the data hereof,  the Company has not
     (a) issued any securities or incurred any liability or  obligation,  direct
     or  contingent,  for borrowed  money,  or (b) entered into any  transaction
     other than in the ordinary courses of business, or (c) declared or paid any
     dividend  or made any other  distribution  on or in respect of its  capital
     stock.  Except as described in the Offering  Materials,  the Company has no
     outstanding obligations to any officer or director of the Company.

          (x) There are no claims for  services  in the nature of a finder's  or
     origination  fee with  respect to the sale of the Common Stock or any other
     arrangements,  agreements or  understandings  that may affect the Placement
     Agent's  compensation,   as  determined  by  the  National  Association  of
     Securities Dealers, Inc.

          (xi) The  Company  owns or  possesses,  free and clear of all liens or
     encumbrances and rights thereto Or therein by third parties,  the requisite
     licenses or other rights to use all trademarks,  service mark;  copyrights,
     service  names,  trade names,  patents,  patent  applications  and licenses
     necessary to conduct its business (including,  without limitation, any such
     licenses or rights  described in the  Offering  Materials as being owned or
     possessed  by the  Company)  and,  except  as  set  forth  in the  Offering
     Materials,  there is no claim or action  by any  person  pertaining  to, or
     proceeding, pending or threatened, which challenges the exclusive rights of
     the Company  with respect to any  trademarks,  service  marks,  copyrights,
     service names, trade names, patents,  patent applications and licenses used
     in the conduct of the Company's businesses (including,  without limitation,
     any such  licenses or rights  described in the Offering  Materials as being
     owned or possessed  by the  Company)  except any claim or action that would
     not have a material  adverse effect on the Company,  the Company's  current
     products, services or processes do not infringe or will not infringe on the
     patents currently held by any third party.




<PAGE>



          (xii) Except as described  in the Offering  Materials,  the Company is
     not under any obligation to pay royalties or fees of any kind whatsoever to
     any third party with respect to any trademarks,  service marks, copyrights,
     service  names,  trade names,  patents,  patent  applications,  licenses or
     technology  it has  developed,  uses,  employs or intends to use or employ,
     other than to their respective licensors.

          (xiii)  Subject  to the  performance  by the  Placement  Agent  of its
     obligations  hereunder the offer and sale of the Securities  complies,  and
     will continue to comply,  in all material respects with the requirements of
     Rule 506 of  Regulation D  promulgated  by the SEC pursuant to the 1933 Act
     and any other  applicable  federal and state laws,  rules,  regulations and
     executive  orders.  Neither the  Offering  Materials  nor any  amendment or
     supplement  thereto nor any documents prepared by the Company in connection
     with the Offering  will contain any untrue  statement of a material fact or
     omit to state any material fact required to be stated  therein or necessary
     co make the statements  therein,  in light of the circumstances under which
     they were made,  not  misleading.  All  statements of material facts in the
     Offering  Materials  are true and  correct  as of the date of the  Offering
     Materials.

          (xiv) All  material  taxes which are due and payable  from the Company
     have been paid in full or adequate  provision  has been made for such taxes
     on the books of the Company,  except for those taxes disputed in good faith
     by the Company.

          (xv) None of the Company nor any of its officers, directors, employees
     or  agents,  nor any other  person  acting on behalf of the  Company,  has,
     directly or indirectly,  given or agreed to give any money, gilt or similar
     benefit  (other than legal price  concessions  Le customers in the ordinary
     course of  business)  to any  customer,  supplier,  employee  or agent of a
     customer or supplier,  or official or employee of any governmental money or
     instrumentality  of any  government  (domestic or foreign) or any political
     party or candidate for office  (domestic or foreign) or other person who is
     or may be In a position  to help or hinder the  business of the Company (or
     assist it in connection with any actual or proposed  transaction) which (A)
     might  subject the Company to any damage or penalty In any civil,  criminal
     or governmental litigation or proceeding,  or (B) if not given in the past,
     might have had a  materially  adverse  effect on the  assets,  business  or
     operations of the Company as reflected in any of the  financial  statements
     contained in the Offering Materials, or (C) if not continued in the future,
     might adversely affect the assets, business, operations or prospects of the
     Company in the future.

     5. Representations, Warranties and Covenants of the Investor.

          A. The Investor represents, warrants and covenants as follows:

          (i) The Investor has the necessary  power to enter into this Agreement
     and to consummate the transactions contemplated hereby.

          (ii) The execution and delivery by the Investor of this  Agreement and
     the consummation of the transactions contemplated herein will not result in
     any  violation of, or be in conflict  with, or constitute a default  under,
     any  agreement or  Instrument  to which the Investor is a party or by which
     the Investor or its properties are bound,  or any judgment,  decree,  order
     or, to the Investor's knowledge, any statute, rule or regulation applicable
     to the Investor.


<PAGE>

     This  Agreement   when  executed  and  delivered  by  the  Investor,   will
     constitutes  the legal,  valid and  binding  obligations  of the  Investor,
     enforceable in accordance with their respective term,  except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar taws from time to time in
     effect  and   affecting  the  rights  of  creditors   generally,   (b)  the
     enforceability  hereof or  thereof is  subject  to  general  principles  of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to be in violation of public policy.

          (iii) The Investor  will  promptly  forward  copies of any and all due
     diligence questionnaires compiled by the Investor to the Placement Agent.

          (iv) The Investor is an Accredited Investor (as defined under the 1933
     Act).

          (v) The Investor is acquiring the  Securities  for the  Investor's own
     account as principal,  not as a nominee or agent,  for investment  purposes
     only,  and  not  with  a  view  to,  or  for,   resale,   distribution   or
     fractionalization  thereof  in whole or in part and no other  person  has a
     direct or indirect  beneficial  interest in such Securities.  Further,  the
     Investor does not have any contract, undertaking,  agreement or arrangement
     with any person to sell, transfer or grant participations to such person or
     to any third person, with respect to any of the Securities.

          (vi) The Investor  acknowledges the Investor's  understanding that the
     offering  and  sale  of  the  Securities  Is  intended  to be  exempt  from
     registration  under the 1933 Act by virtue of Section  3(b) of the 1933 Act
     and the provisions of Regulation D promulgated  thereunder  ("Regulation").
     In furtherance thereof the Investor represents and warrants as follows:

               (a) The Investor has the  financial  ability to bear the economic
          risk of the  Investor's  investment,  has adequate means for providing
          for the Inventor's current needs and personal contingencies and has no
          need for liquidity  with respect to the  Investor's  investment in the
          Company; and

               (b) The Investor has such  knowledge and  experience in financial
          and  business  matters as to be capable of  evaluating  the merits and
          risks of the prospective  investment.  The inventor also represents it
          has not been organized for the purpose of acquiring the Securities.

          (vii) The  Investor  has been given the  opportunity  for a reasonable
     time prior to the date  hereof to ask  questions  of, and  receive  answers
     from,  the  Company  or  its  representatives   concerning  the  terms  and
     conditions  of  the  Offering,   and  other  matters   pertaining  to  this
     investment,  and has been given the opportunity for a reasonable time prior
     to the date hereof to obtain such additional information in connection with
     the Company in order for the  Investor to evaluate  the merits and risks of
     purchase  of the  Securities,  to the extent  the  Company  possesses  such
     information or can acquire it without  unreasonable effort or expense.  The
     1nvestor is not  relying on the  Placement  Agent or any of its  affiliates
     with respect to the accuracy or completeness  of the Offering  Materials or
     for any economic considerations involved in this investment.


<PAGE>



          6. Certain Covenants and Agreements of the Company.

          The  Company  covenants  and agrees at its  expense  and  without  any
     expense to the Placement Agent as follows:

          A. To advise the  Placement  Agent and the  Investor  of any  material
     adverse change in the Company's financial condition,  prospects or business
     or of any development  materially affecting the Company or rendering untrue
     or misleading any material statement in the Offering Materials occurring at
     any time as soon as the Company is either informed or becomes aware thereof

          B. To use its  commercially  reasonable  efforts  to cause the  Common
     Stock issuable in connection with the Standby Equity Distribution Agreement
     to be  qualified  or  registered  for sale on terms  consistent  with those
     stated in the  Registration  Rights Agreement and under the securities laws
     of  such  jurisdictions  as the  Placement  Agent  and the  Investor  shall
     reasonably request:  Qualification,  registration and exemption charges and
     fees shall be at the sole cost and expense of the Company.

          C. Upon  written  request,  to provide  and  continue  to provide  the
     Placement  Agent  and  the  Investor  copies  of  all  quarterly  financial
     statements and audited annual financial statements prepared by or on behalf
     of the Company,  other reports  prepared by or on behalf of the Company for
     public   disclosure   and  all   documents   delivered  to  the   Company's
     stockholders.

          D. To deliver,  during the registration  period of' the Standby Equity
     Distribution Agreement, to the Investor upon the Investor's request, within
     forty five (45) days,  a  statement  of its income for each such  quarterly
     period,  and its balance sheet and a statement of changes in  stockholders'
     equity as of the and of such quarterly  period,  all in reasonable  detail,
     certified by its  principal  financial or accounting  officer;  (ii) within
     ninety (90) days after the close of each fiscal year,  its balance sheet as
     of the close of such fiscal year,  together  with a statement of income,  a
     statement of changes in  stockholders'  equity and a statement of cash flow
     for such fiscal year, such balance sheet, statement of income, statement of
     changes  in  stockholders'  equity  and  statement  of  cash  flow to be in
     reasonable  detail and  accompanied by a copy of the  certificate or report
     thereon  of  independent  auditors  if  audited  financial  statements  are
     prepared;  and  (iii)  a copy of all  documents,  reports  and  information
     furnished to its stockholders at the time that such documents,  reports and
     information are furnished to its stockholders.

          E. To comply with the terms of the Offering Materials.

          F. To ensure that any  transactions  between or among the Company,  or
     any of its officers,  directors and  affiliates be on terms and  conditions
     that are no less  favorable to the Company,  than the terms and  conditions
     that  would  be  available  in  an  "arm's  length"   transaction  with  an
     independent third party.

     7. Indemnification and Limitation of Liability.

          A. The  Company  hereby  agrees  that it will  Indemnify  and hold the
     Placement  Agent  and each  officer,  director,  shareholder,  employee  or
     representative of the

<PAGE>



     Placement Agent and each person controlling,  controlled by or under common
     control  with the  Placement  Agent within the meaning of Section 15 of the
     1933 Act or Section 20 of the 1934 Act or the SEC's  Rules and  Regulations
     promulgated  thereunder  (the "Rules and  Regulations"),  harmless from and
     against  any  and all  loss,  claim,  damage,  liability,  cost or  expense
     whatsoever  (including,  but not limited to, any and all  reasonable  legal
     fees and other  expenses  and  disbursements  incurred in  connection  with
     investigating,  preparing  to  defend  or  defending  any  action,  suit or
     proceeding,   including   any  inquiry  or   investigation,   commenced  or
     threatened,  or any claim  whatsoever  or in  appearing  or  preparing  for
     appearance as a witness in any action,  suit or  proceeding,  including any
     inquiry,  investigation  or pretrial  proceeding  such as a deposition)  to
     which the Placement Agent or such indemnified person of the Placement Agent
     may  become  subject  under  the 1933  Act,  the 1934  Act,  the  Rules and
     Regulations, or any other federal or state law or regulation, common law or
     otherwise, arising out of or based upon (i) any untrue statement of alleged
     untrue  statement  of a material  fact  contained  in (a) Section 4 of this
     Agreement,  (b) the Offering  Materials  (except those  written  statements
     relating to the Placement  Agent given by the Placement Agent for inclusion
     therein),  (c) any  application or other document or written  communication
     executed by the Company or based upon written information  furnished by the
     Company  filed in any  jurisdiction  In order to qualify  the Common  Stock
     under the securities laws thereof,  or any state  securities  commission or
     agency;  (ii) the omission or alleged omission from documents  described in
     clauses  (a),  (b) or (c) above of a material  fact  required  to be stated
     therein or  necessary to make the  statements  therein not  misleading;  or
     (iii) the breach of any  representation,  warranty,  covenant or  agreement
     made by the Company in this Agreement. The Company further agrees that upon
     demand by an indemnified  person, at any time or from time to time, it will
     promptly  reimburse such indemnified  person for any loss,  claim,  damage,
     liability,  cost or expense actually and reasonably paid by the indemnified
     person as to which the Company has indemnified such person pursuant hereto.
     Notwithstanding  the foregoing  provisions of this Paragraph 7(A), any such
     payment or reimbursement by the Company of foes,  expenses or disbursements
     incurred  by an  indemnified  person  in any  proceeding  in  which a final
     judgment  by a court of  competent  jurisdiction  (after all appeals or the
     expiration  of time to appeal) Is catered  against the  Placement  Agent or
     such  indemnified  person  based  upon  specific  finding  of fact that the
     Placement Agent or such  indemnified  person's gross  negligence or willful
     misfeasance will be promptly repaid to the Company.

     B. The Placement  Agent hereby  agrees that it will  indemnify and hold the
     Company and each officer, director, shareholder, employee or representative
     of the Company, and each person controlling,  controlled by or under common
     control  with the Company  within the meaning of Section 15 of the 1933 Act
     or Section 20 of the 1934 Act or the Rules and  Regulations,  harmless from
     and against any and all loss,  claim,  damage,  liability,  cost or expense
     whatsoever  (including,  but not limited to, any and all  reasonable  legal
     fees and other  expenses  and  disbursements  incurred in  connection  with
     investigating,  preparing  to  defend  or  defending  any  action,  suit or
     proceeding,   including   any  inquiry  or   investigation,   commenced  or
     threatened,  or any claim  whatsoever  or in  appearing  or  preparing  for
     appearance as a witness in any action,  suit or  proceeding,  including any
     inquiry,  investigation  or pretrial  proceeding  such as a deposition)  to
     which the  Company or such  indemnified  person of the  Company  may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other federal or state law or regulation,  common law or otherwise, arising
     out of or  based  upon  (i)  the  material  breach  of any  representation,
     warranty,  covenant  or  agreement  made  by the  Placement  Agent  in this
     Agreement,  or (ii) any false or  misleading  information  provided  to the
     Company in  writing by one of the  Placement  Agent's  indemnified  persons
     specifically for inclusion in the Offering Materials.



<PAGE>


          C. The  Investor  hereby  agrees that it will  indemnify  and hold the
     Placement  Agent  and each  officer,  director,  shareholder,  employee  or
     representative  of  the  Placement  Agent,  and  each  person  controlling,
     controlled by or under common  control with the Placement  Agent within the
     meaning  of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the
     Rules and Regulations,  harmless from and against any and all loss,  claim,
     damage, liability,  cost or expense whatsoever (including.  but not limited
     to, any and all reasonable legal fees and other expenses and  disbursements
     incurred la connection with investigating, preparing to defend or defending
     any action,  suit or  proceeding,  including any inquiry or  investigation,
     commenced  or  threatened,  or any  claim  whatsoever  or in  appearing  or
     preparing for  appearance as a witness in any action,  suit or  proceeding,
     including  any  inquiry,  investigation  or pretrial  proceeding  such as a
     deposition) to which the Placement Agent or such indemnified  person of the
     Placement  Agent may become  subject  under the 1933 Act, the 1934 Act, the
     Rules and  Regulations,  or any other  federal or state law or  regulation,
     common law or  otherwise,  arising out of or bailed upon (i) the conduct of
     the Investor or its officers, employees or representatives in its acting as
     the  Investor  for  the   Offering,   (ii)  the  material   breach  of  any
     representation, warranty, covenant or agreement made by the Investor in the
     Offering Materials,  or (iii) any false or misleading  information provided
     to the Placement Agent by one of the Investor's indemnified persons.

          D. The Placement  Agent hereby agrees that it will  indemnify and hold
     the  Investor  and  each  officer,  director,   shareholder,   employee  or
     representative of the Investor, and each person controlling,  controlled by
     or under common control with the Investor  within the meaning of Section 15
     of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations,
     harmless from and against any and all loss, claim, damage,  liability, cost
     or  expense  whatsoever  (including,  but  not  limited  to,  any  and  all
     reasonable  legal fees and other  expenses  and  disbursements  incurred in
     connection with investigating, preparing to defend or defending any action,
     suit or proceeding,  including any Inquiry or  investigation,  commenced or
     threatened.  or any claim  whatsoever  or in  appearing  or  preparing  for
     appearance as a witness in any action,  suit or  proceeding,  including any
     inquiry,  investigation  or pretrial  proceeding  such as a deposition)  to
     which the  Investor or such  indemnified  person of the investor may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other federal or state law or regulation,  common law or otherwise, arising
     out of or based upon the material breach of any  representation,  warranty,
     covenant or agreement made by the Placement Agent in this Agreement.

          E.  Promptly  after  receipt  by an  indemnified  party of  notice  of
     commencement  of any action  covered by Section 7(A),  (B), (C) or (D), the
     party to be indemnified  shall,  within five (5) business days,  notify the
     indemnifying  party of the  commencement  thereof;  the omission by one (1)
     indemnified party to so notify the indemnifying party shall not relieve the
     indemnifying  party of its  obligation to indemnify  any other  indemnified
     party that has given such  notice and shall not  relieve  the  indemnifying
     parry of any liability  outside of this  indemnification  if not materially
     prejudiced  thereby.  In the event that any action is brought  against  the
     indemnified  party, the indemnifying  party will be entitled to participate
     therein and, to the extent it may desire, to assume and control the defense
     thereof with counsel  chosen by it which is  reasonably  acceptable  to the
     indemnified party. After notice from



<PAGE>


     the  indemnifying  party to such  indemnified  party of its  election to so
     assume the defense thereof,  the  indemnifying  party will not be liable to
     such  indemnified  party under such Section 7(A),  (B), (C), or (D) for any
     legal or other expenses  subsequently incurred by such indemnified party in
     connection with the defense thereof,  but the indemnified party may, at its
     own expense,  participate in such defense by counsel chosen by it, without,
     however, impairing the indemnifying party's control of the defense. Subject
     to the proviso of this sentence and  notwithstanding any other statement to
     the contrary  contained herein, the indemnified party or parties shall have
     the right to choose its or their own counsel and control the defense of any
     action,  ail at the expense of the indemnifying party if (i) the employment
     of such counsel shall have been  authorized in writing by the  indemnifying
     patty in  connection  with the defense of such action at the expense of the
     indemnifying  party, or (if) the indemnifying party shall not have employed
     counsel reasonably satisfactory to such indemnified party to have charge of
     the  defense  of such  action  within a  reasonable  time  after  notice of
     commencement  of the  action,  or (ill) such  indemnified  party or parties
     shall have reasonably  concluded that there may be defenses available to it
     or them which are different from or additional to those available to one or
     all of the  indemnifying  panics  (in which case the  indemnifying  parties
     shall not have the Agent to direct the  defense of such action on behalf of
     the  indemnified  party or parties),  in any of which events such flees and
     expenses  of one  additional  counsel  shall be  borne by the  indemnifying
     party:  provided,  however,  that the  indemnifying  party  shall  not,  in
     connection  with any one action or separate  but  substantially  similar or
     related  actions in the same  jurisdiction  arising out of the same general
     allegations or circumstance, be liable for the reasonable fees and expenses
     of more  than  one  separate  firm of  attorneys  at any  time for all such
     indemnified  parties.  No settlement or any action or proceeding against an
     indemnified  party shall be made  without  the consent of the  indemnifying
     party.

          F. In  order  to  provide  for  just  and  equitable  contribution  in
     circumstances in which the indemnification  provided for in Section 7(A) or
     7(B) is due in  accordance  with its terms but is for any reason  held by a
     court to be unavailable on grounds of policy or otherwise,  the Company and
     the  Placement  Agent shall  contribute to the  aggregate  losses,  claims,
     damages  and  liabilities  (including  legal or other  expenses  reasonably
     incurred in connection with the investigation or defense of same) which the
     other may incur in such  proportion  so that the  Placement  Agent shall be
     responsible  for such  percent of the  aggregate  of such  losses,  claims,
     damages and liabilities as shall equal the percentage of the gross proceeds
     paid to the Placement  Agent and the Company shall be  responsible  for the
     balance:   provided,   however,   that  no  person   guilty  of  fraudulent
     misrepresentation within the meaning of Section 11(1) of the 1933 Act shall
     be  entitled  to  contribution  from any  person who was not guilty of such
     fraudulent misrepresentation. For purposes of this Section 7(F), any person
     controlling,  controlled  by or under  common  control  with the  Placement
     Agent, or any partner, director,  officer, employee,  representative or any
     agent of any  thereof,  shall have the same rights to  contribution  as the
     Placement Agent and each person controlling,  controlled by or under common
     control  with the Company  within the meaning of Section 15 of the 1933 Act
     or Section  20 of the 1934 Act and each  officer  of the  Company  and each
     director of the Company shall have the same rights to  contribution  as the
     Company. Any party entitled to contribution will, promptly after receipt of
     notice of commencement of any action, suit or proceeding against such party
     in respect of which a claim for  contribution may he made against the other
     party under this Section 7(D), notify such party from whom contribution may
     be sought,  but the  omission to so notify such party shall not relieve the
     party from whom  contribution  may be sought from any  obligation  they may
     have  hereunder  or otherwise  if the party from whom  contribution  may be
     sought is not materially prejudiced thereby.



<PAGE>


          G. The indemnity and contribution agreements contained in this Section
     7 shall remain  operative  and in full force and effect  regardless  of any
     investigation  made  by or on  behalf  of  any  indemnified  person  or any
     termination of this Agreement.

          H. The Company hereby waives,  to the fullest extent permitted by law,
     any right to or claim of any  punitive,  exemplary,  incidental,  indirect,
     special,  consequential or other damages  (including,  without  limitation.
     toss of profits)  against the Placement  Agent and each officer,  director,
     shareholder,  employee or  representative  of the placement  agent and each
     person  controlling,  controlled  by  or  under  common  control  with  the
     Placement Agent within the meaning of Section 15 of the 1933 Act or Section
     20 of the 1934 Act or the Rules and  Regulations  arising  out of any cause
     whatsoever  (whether  such cause be based in contract,  negligence,  strict
     liability,  other  tort  or  otherwise).  Notwithstanding  anything  to the
     contrary contained herein,  the aggregate  liability of the Placement Agent
     and each officer, director, shareholder,  employee or representative of the
     Placement Agent and each person controlling,  controlled by or under common
     control  with the  Placement  Agent within the meaning of Section 15 of the
     1933 Act or Section 20 of the 1934 Act or the Rules and  Regulations  shall
     not exceed the  compensation  received by the Placement  Agent  pursuant to
     Section 2 hereof.  This limitation of liability  shall apply  regardless of
     the cause of action, whether contract, tort (including, without limitation,
     negligence)   or  breach  of  statute  or  any  other  legal  or  equitable
     obligation.

     8. Payment of Expenses.

     The Company  hereby agrees to bear all of the expenses in  connection  with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to the  transmission of Offering  Materials,  registrar and transfer agent fees,
escrow agent fees and expenses,  fees of the Company's  counsel and accountants,
issue and transfer taxes, if any.

     9. Conditions of Closing,

     The Closing  shall be held at the offices of the  Investor or its  counsel.
The  obligations  of the  Placement  Agent  hereunder  shall be  subject  to the
continuing accuracy of the representations and warranties of the Company and the
Investor  herein  as of the  data  hereof  and as of the  Date of  Closing  (the
"Closing Date") with respect to the Company or the Investor, as the case may be,
as if it had been made on and as of such Closing Date; the accuracy on and as of
the Closing Date of the  statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor an
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

          A. Upon the  effectiveness  of a registration  statement  covering the
     Standby Equity Distribution Agreement, the investor and the Placement Agent
     shall  receive the opinion or Counsel to the Company,  dated as of the date
     thereof,   which  opinion  shall  be  in  form  and  substance   reasonably
     satisfactory to the Investor, their counsel and the Placement Agent.

          B. At or prior to the Closing,  the Investor and the  Placement  Agent
     shall have been furnished such documents,  certificates  and opinions as it
     may reasonably require for


<PAGE>

     the purpose of enabling them to review or pass upon the matters referred to
     in this Agreement and the Offering  Materials,  or in order to evidence the
     accuracy,  completeness  or  satisfaction  of any  of the  representations,
     warranties or conditions herein contained.

          C. At and prior to the Closing,  (i) there shall have been no material
     adverse  change  nor  development  involving  a  prospective  Change in the
     condition or prospects or the business activities,  financial or otherwise,
     of the  Company  from the latest  dates as of which such  condition  is set
     forth in the Offering Materials; (ii) there shall have been no transaction,
     not in the ordinary course of business except the transactions  pursuant to
     the Securities  Purchase  Agreement entered into by the Company on the date
     hereof which has not been  disclosed  in the  Offering  Materials or to the
     Placement  Agent in  writing;  (iii)  except as set  forth in the  Offering
     Materials,  the Company  shall not be in default under any provision of any
     instrument  relating to any outstanding  indebtedness for which a waiver or
     extension has not been otherwise received;  (iv) except as set forth in the
     Offering Materials, the Company shall not have issued any securities (other
     than those to be issued as provided in the Offering  Materials) or declared
     or paid any dividend or made any  distribution  of its capital stock of any
     class and there shall net have been any change in the indebtedness (long or
     short term) or  liabilities  or  obligations  of the Company  (continent or
     otherwise) and trade payable debt; (v) no material  amount of the assets of
     the Company  shall have been pledged or  mortgaged,  except as indicated in
     the Offering Materials; and (v) no action, suit or proceeding, at law or in
     equity,  against  the  Company  or  affecting  any  of  its  properties  or
     businesses shall be pending or threatened before or by any court or federal
     or state  commission,  board or other  administrative  agency,  domestic or
     foreign,   wherein  an  unfavorable  decision,   ruling  or  finding  could
     materially   adversely  affect  the  businesses,   prospects  or  financial
     condition  or income of the  Company,  except as set forth its the Offering
     Materials.

          D. If requested at Closing the investor and the Placement  Agent shall
     receive a  certificate  of the Company  signed by an executive  officer and
     chief financial officer,  dated as or the applicable Closing, to the effect
     that the conditions set forth in subparagraph (C) above have been satisfied
     and that, as of the applicable closing,  the representations and warranties
     of the Company set forth herein art true and correct.

          E. The Placement Agent shall have no obligation to insure that (x) any
     check,  note,  draft or other means of payment for the Common Stock will be
     honored,  paid or enforceable  against the Investor in accordance  with its
     terms,  or  (y)  subject  to  the  performance  of  the  Placement  Agent's
     obligations and the accuracy of the Placement Agent's  representations  and
     warranties  hereunder,  (1) the  Offering is exempt  from the  registration
     requirements of the 1933 Act or any applicable  state "Blue Sky" law or (2)
     the Investor is an Accredited Investor.

         10.      Termination.

         This Agreement shall be co-terminus with, and terminate upon the same
terms and conditions as those set forth in, the Standby Equity Distribution
Agreement. The rights of the Investor and the obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the
obligations of the Company shall survive the termination of this Agreement
unabridged.


<PAGE>


         11.      Miscellaneous.

          A. This Agreement may be executed in any number of counterparts,  each
     of which shall be deemed to be an  original,  but all which shall be deemed
     to be one and the same  instrument.  B. Any notice required or permitted to
     be given hereunder shall be given in writing and shall be deemed  effective
     when deposited in the United States mail, postage prepaid, or when received
     if personally  delivered or faxed (upon confirmation of receipt received by
     the sending  party),  addressed  as follows to such other  address of which
     written notice is given to the others):

         Newbridge Securities Corporation 1451 Cypress Creek Road, Suite
                                          204 Fort Lauderdale, Florida 33309
                                          Attention:  Doug Aguililla
                                          Telephone: (954) 334-3450
                                          Facsimile:  (954) 229-9937

         Cirtran Corporation              4125 South 6000 West
                                          West  Valley  City,  UT 84128
                                          Attention:  Iehab  Hawatmeh
                                          Telephone: (801) 963-5112
                                          Facsimile: (801) 963-5180

With a copy to:                          Durham, Jones & Pinegar
(which  shall  not  constitute  notice)  111 East  Broadway,  Suite 900
                                         Salt  Lake  City,  UT 84111
                                         Attention:  Jeffrey M.  Jones
                                         Telephone:  (801)  415-3000
                                         Facsimile; (801) 4l5-3500

 Cornell Capital Partners, LP            101 Hudson Street - Suite 3606
                                         Jersey City, New Jersey 07302
                                         Attention: Mark A. Angelo
                                         Portfolio Manager
                                         Telephone: (201) 985-8300
                                         Facsimile: (201) 985-8266

        Butler Gonzalez LLP              1416 Morris Avenue -- Suite 207
                                         Union, New Jersey 07083
                                         Attention: David Gonzalez, Esq.
                                         Facsimile: (908) 810-0973

<PAGE>

          C. This  Agreement  shall be governed by and construed in all respects
     under the laws of the State of Nevada, without reference to its conflict of
     laws  roles or  principles.  Any suit,  action,  proceeding  or  litigation
     arising  out  of or  relating  to  this  Agreement  shall  be  brought  and
     prosecuted  in such  federal or state  court or courts  located  within the
     State of New Jersey as provided by law. The parties hereby  irrevocably and
     unconditionally  consent to the  jurisdiction  of each such court or courts
     located  within  the State of New  Jersey  and to  service  of  process  by
     registered or certified  mail,  return receipt  requested.  Or by any other
     manner   provided  by   applicable   law,   and  hereby   irrevocably   and
     unconditionally waive any right to claim that any suit, action, proceeding'
     or litigation so commenced has been commenced in an inconvenient forum.

          D. This Agreement and the other agreements  referenced  herein contain
     the entire understanding between the parties hereto and may not be modified
     or  amended  except by a writing  duly  signed  by the party  against  whom
     enforcement of the modification or amendment is sought.

          E. If any provision of this  Agreement  shall be held to be invalid or
     unenforceable,  such  invalidity or  unenforceability  shall not affect any
     other provision of this Agreement.




<PAGE>


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above,

                                      COMPANY:
                                      CIRTRAN CORPORA TON

                                      By: /s/ Iehab Hawatmeh
                                      Name: Iehab Hawatmeh Title: President


                                     PLACEMENT AGENT:
                                     NEWBRIDE SECUTITIES CORPORATION


                                     By:  /s/
                                     Name: Guy S. Amico
                                     Title: President


<PAGE>




                                     INVESTOR:
                                     CORNELL CAPITAL PARTNERS, LP




                                     By: Yorkville Advisors, LLC
                                     Its: General Partner


                                     By: /s/
                                     Name:  Mark A. Angelo
                                     Title:  Portfolio Manager