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                      MARKETING AND DISTRIBUTION AGREEMENT
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           This  Agreement  is made as of  October  24,  2005,  between  CirTran
Corporation,  a company  incorporated  in the State of  Nevada  (referred  to as
"Licensor"),  and Harrington  Business  Development,  a company  incorporated in
Florida ("HBD").

1.     Marketing and Distribution Rights.

       Licensor grants to HBD the exclusive right to advertise, promote, market,
       sell and  otherwise  distribute  the products,  including all  identified
       component   parts,   described  in  the  Schedule   attached  hereto  and
       incorporated  herein (the  "Products" and the "Schedule"  respectively in
       Japan,  North  America and South America (the  "Territory"),  by means of
       direct response  television  programming  however  distributed and by all
       other  means,  media and  channels of  distribution;  including,  but not
       limited to retail, radio, catalog,  Internet, Live Home Shopping,  credit
       card stuffers, now existing or hereafter developed.

       Licensor grants HBD the following rights:

       1.1    Use of  Materials.  The right to use all  trademarks  and/or trade
              names,  artwork or promotional  materials  which Licensor may own,
              control  or have the right to use with  respect  to the  Products,
              including  the  trademarks   and/or  trade  names  listed  in  the
              Schedule.

       1.2    Production  and  Use of the  Infomercial.  The  right  to  produce
              television  advertisements  for the Products of approximately  one
              half  hour  in  length  and  any  shorter  versions  as HBD  deems
              necessary by any means or media ("the  Infomercial")  as described
              in Section 2.

       1.3    Names,  Likenesses  and  Endorsements.   In  connection  with  the
              exercise of the Marketing and  Distribution  Rights,  the right to
              use Licensor's  trade name and the names,  likenesses  (including,
              without   limitation,   photographs,   illustrations,   films  and
              videotapes),  endorsements  and  testimonials of all endorsers and
              other persons that Licensor may own,  control or have the right to
              use with respect to the Products. All fees or royalties associated
              with any footage  provided by Licensor for the  Infomercial is the
              responsibility  of  Licensor.   Any  fees  or  royalties  for  the
              Infomercial are the responsibility of HBD.

       1.4    Modifications.  For the purpose of distribution in languages other
              than English in the Territory,  HBD has the right to duplicate and
              modify the Infomercial and Licensor's Artwork, including the right
              to  make  insertions  and  deletions,  dub  foreign  languages  or
              voiceovers,  or to use time  compression or expansion  techniques.
              HBD shall have the right to translate, modify and otherwise revise
              and edit product  packaging and printed,  video or audio materials
              included with the Products and to include such  modified  versions
              with the Products.



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       1.5    Product Packaging. The right to develop such groupings, ensembles,
              configurations  and packaging of the Products and other  ancillary
              goods as HBD may determine  with  Licensor's  approval,  not to be
              unreasonably withheld.

       1.6    Subdistributors.  HBD  shall  have the  right to  utilize  outside
              parties  with  regard  to  distribution  into  other  channels  of
              distribution  within the Territory,  including but not limited to,
              retail, catalog, credit card syndication, print, and Internet.

2.     The Infomercial.

       2.1    Production  of the  Infomercial.  HBD shall  produce  the  initial
              Infomercial  of  approximately  one half hour in length.  HBD will
              provide scripting,  set preparation,  audio and video technicians,
              studio equipment,  audio and video editing, casting, services of a
              director, light and grips, cameras, production and post-production
              and any other  services as may be  necessary to create a broadcast
              quality infomercial. HBD will have full editorial control over the
              content,  format and presentation of the Infomercial provided that
              HBD  shall  not  make  any  inaccurate  or  misleading  statements
              regarding the Products or their use. HBD will complete Infomercial
              for broadcast within 90 days of the date hereof.

       2.2    Licensor's Share of Production  Costs.  Licensor will pay one-half
              of the costs of producing the initial  Infomercial,  up to a total
              of  $37,500.  Promptly  after full  execution  of this  Agreement,
              Licensor  will  deliver a check for $37,500 to HBD for such costs.
              Not later than the release of the  Infomercial for Test Marketing,
              HBD will  deliver to  Licensor a detailed  accounting  of the full
              production costs, and if such costs are less than $75,000 HBD will
              refund to Licensor the difference  between  one-half of such costs
              and $37,500.

       2.3    Rights to Infomercial  Footage.  HBD grants  Licensor the right to
              use the raw footage,  including  audio and video,  for the initial
              Infomercial to produce  infomercials or other  advertisements  for
              the Products for use solely outside of the Territory.  Such rights
              shall include the rights to edit, modify, translate, duplicate and
              broadcast the raw footage,  including the right to make insertions
              and deletions, dub foreign languages or voiceovers, or to use time
              compression  or  expansion  techniques.  Licensor  is  entitled to
              sub-license  its rights to the raw  footage to the  person(s)  who
              have distribution rights to the Products outside of the Territory,
              provided that the Licensor  shall be liable to HBD for breaches of
              this  Agreement by the  sub-licensor(s).  Upon  completion  of the
              Infomercial,  HBD will  deliver  the raw  footage to  Licensor  on
              broadcast  quality  videotape,  DVD or such  other  format  as the
              parties may  mutually  agree all at the  Licensor's  expense.  The
              rights  granted by this Section 2.3 shall survive  termination  of
              this  Agreement.  Except for the limited  rights granted herein to
              Licensor,  all Infomercial footage,  including but not limited to,
              both audio and video  shall at all times  remain the  property  of
              HBD.

       2.4    Royalties.  In further  consideration  for use of the  Infomercial
              footage,  Licensor  will pay to HBD a royalty of $2.00 per unit of
              Product on all Products  sold outside of the Territory by Licensor


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              or  sublicensees of the  Infomercial  footage,  net of returns and
              warranty  replacements.  For purposes of this Section 2, a unit of
              Product  consists  of  the  basic  Product  itself  including  any
              accessories  included  in the  price  of the  basic  Product.  The
              Royalty to HBD for any accessories or options which are advertised
              in the Infomercial and which may be sold separately,  shall be 10%
              of the wholesale  price for such items  received by Licensor.  For
              purposes  of this  Section 2, sales will be  calculated  on a cash
              basis,  i.e.  royalties  are due within 14 days of the  receipt of
              payment by Licensor for the  Product.  At all times the payment of
              the   Royalties   described  in  this  Section  shall  remain  the
              responsibility  of the  Licensor  and shall  apply to all sales of
              Product  by  Licensor  or  sub   licensees  of  the   Infomercial,
              regardless  of whether  within or outside  of the  Territory.  The
              Royalties  required by this Section shall survive  termination  of
              this Agreement except as provided in Section 2.6.

       2.5    Option to  Acquire  Infomercial  Rights.  In the  event  that this
              Agreement  is  terminated  by HBD  pursuant to Section  14.2 or by
              Licensor  pursuant to Section 14.1,  then Licensor  shall have the
              option to acquire  all rights to the  Infomercial,  including  the
              right to use the Infomercial  and the  Infomercial  footage within
              the  Territory  for the  total  exercise  price of  $37,500.  Upon
              exercise of the option,  Licensor shall assume HBD's obligation to
              pay royalties  thereafter  accruing to certain persons  associated
              with the Infomercial (the "Talent Royalties") to be limited to (i)
              a  demonstrator  royalty  not to exceed  one  percent  (1%),  host
              royalty not to exceed three quarters of one percent (0.75%) with a
              cap and  producer  royalty not to exceed one  percent  (1%) of the
              gross revenues from the sale of the Product. Licensor may exercise
              such option by  delivering  notice of exercise to HBD within sixty
              days  after  the  effective  date  of  termination.   As  soon  as
              practicable  after  notice of  exercise,  the parties  will hold a
              closing  at  which  the  Licensor  will  deliver  payment  and  an
              agreement  assuming  the  Talent  Royalties  and HBD will  deliver
              documents   of  transfer   (in  form  and   substance   reasonably
              satisfactory  to Licensor) and master  copies of the  Infomercial.
              HBD will remain  responsible for any third party fees or royalties
              for use of the Infomercial other than the Talent Royalties.

       2.6    Surrender  of  License,  Termination  of  Royalties.  At any  time
              following  termination of this  Agreement,  Licensor may surrender
              its rights to the Infomercial footage by delivering written notice
              to HBD.  Following such surrender,  Licensor shall have no further
              right to use the  Infomercial or  Infomercial  footage (other than
              any footage or artwork  originally  supplied by Licensor)  and the
              royalties described in Section 2.4 shall cease.

3.     Non-Competition.  Licensor  shall not,  either alone or in  participation
       with another person or entity, market, distribute or license the Products
       or any products so similar in design,  composition,  content and function
       to the  Products  as to  compete  directly  with  the  Products  for sale
       ("Competing  Products") in the Territory,  or use any of the  trademarks,
       the Infomercial or Licensor's  artwork in the Territory,  by any means or
       medium, without HBD's prior written consent.


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4.     Exclusivity.  During the term of this Agreement,  HBD agrees that it will
       purchase from Licensor  100% of the  requirements  of HBD for the Product
       and any other  product  substantially  similar to the  Product  ("Similar
       Product").  Accordingly, HBD will not purchase, manufacture, or cause any
       third party to manufacture, any Product during the term of this Agreement
       or at any time thereafter,  except from Licensor.  HBD will not purchase,
       manufacture, or cause any third party to manufacture, any Similar Product
       during the term of this agreement, except from Licensor.

5.     Test Marketing.  Upon obtaining all required regulatory approvals and the
       receipt of all applicable items requested by HBD from Licensor, HBD shall
       conduct  test  marketing  of the  Products  in all or any  portion of the
       Territory  for a  period  of up to 60  days  by  such  means  as HBD  may
       determine  ("Test  Marketing").  The Test  Marketing will in any event be
       concluded  by the earlier of (i) one hundred and twenty  (120) days after
       the first  airing of the  Infomercial  or (ii) two hundred ten (210) days
       after the date of this  Agreement.  Licensor  agrees  to supply  HBD with
       reasonable  quantities of Product for the test marketing on the terms set
       forth  herein.  Within  ten  (10)  days  after  conclusion  of  the  Test
       Marketing,  HBD will determine in its sole judgment, and notify Licensor,
       whether  the Test  Marketing  was  successful,  in which  event HBD shall
       commence wide-scale airings  ("Rollout"),  defined as the first week that
       HBD's media expenditure for the Infomercial  exceeds $150,000,  or if the
       Test  Marketing  was  unsuccessful.  If  HBD  determines  that  the  Test
       Marketing  was   unsuccessful,   then  within  30  days   following  such
       determination, HBD shall either (a) terminate this Agreement upon written
       notice  to  Licensor,  or (b)  negotiate  in  good  faith  with  Licensor
       appropriate Corrective Action to be taken. "Corrective Action" shall mean
       such action as the parties may mutually agree upon to alter the marketing
       or  pricing  of the  Products.  If the  parties  are unable to agree upon
       appropriate  Corrective  Action within such 60-day period,  or if HBD, in
       its sole judgement,  determines that the results of any Corrective Action
       taken do not warrant  further  marketing and sales  efforts,  then either
       party may terminate the rights  granted to HBD under this  Agreement upon
       written notice to the other.

6.     Minimum Order  Requirements.  If the Test  Marketing is  successful,  HBD
       estimates that it will purchase at least  $30,000,000 of Product over the
       term  of the  Agreement.  In  the  event  that  following  completion  of
       successful Test Marketing and Rollout of the  Infomercial,  Licensor may,
       upon 30 days' prior written  notice to HBD,  terminate  this Agreement if
       HBD fails to purchase from Licensor the following  minimum  quantities of
       Product,   including   options   ("Minimum  Dollar  Volume")  during  the
       respective  one-year periods commencing upon Rollout indicated below. The
       Minimum  Dollar Volume for the first one-year  period is $1,500,000.  The
       Minimum Dollar Volume for the second one-year  period is $5,000,000.  The
       Minimum Dollar Volume for the third and each  subsequent  one-year period
       is  $10,000,000.  HBD  makes no  representations  that it will  order the
       estimated  total  amount of Product or the Minimum  Dollar  Volume in any
       year, and Licensor's sole recourse if HBD purchases lesser  quantities is
       termination of the Agreement in accordance with this Section 6.

7.     Supply of Products. Unless otherwise agreed by parties, all order for the
       Products  purchased from Licensor will be subject to the following  terms
       and conditions:


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       7.1    Purchase  Orders.  All orders  will be placed  pursuant to written
              purchase  orders  issued  by  HBD.  Licensor  will  sell,  or  its
              designated  vendor  shall  sell,  to HBD  such  quantities  of the
              products  as HBD  shall  order at  prices  not in  excess of those
              specified in the Schedule.  Licensor shall hold the Schedule price
              firm for firm  confirmed  purchase  orders placed within 12 months
              commencing   from  the  Roll  Out.   Following  the  twelve  month
              moratorium  on price  increases,  Licensor  may from  time to time
              adjust the  pricing  by written  notice to HBD based on changes in
              the  U.S.  Dollar  costs  of  Licensor's   materials,   labor  and
              contracted  manufacturing.   Any  increase  in  pricing  shall  be
              effective  forty-five  (45) days  after  the date of such  written
              notice.

       7.2    Description  of Goods.  The goods shipped by Licensor will conform
              in  every  manner  to  the  samples,   specifications   and  other
              descriptions  provided to HBD, will be new and not used,  and will
              be free from all defects in  materials  and  workmanship.  Product
              will  be  inspected  by  "PRO  QC" or  other  inspectors  mutually
              acceptable to the parties and upon approval by the inspector  will
              be deemed  accepted  by HBD.  All risk of  damage  and loss to the
              Product  which is the subject of a shipment  transfers to HBD upon
              such acceptance,  unless such damage is caused by Licensor's gross
              negligence or willful  misconduct in  connection  with  Licensor's
              manufacturing, packaging, shipping or warehousing of Product shall
              be borne by HBD.

       7.3    Defective  Products.  In the event  that HBD  determines  that any
              Product  delivered to it hereunder  does not conform to Licensor's
              warranty,  it shall  request an RMA number from  Licensor and upon
              receipt of such  number  shall  return to  Licensor  a  reasonable
              number  of  randomly  selected  samples  thereof  for  review  and
              analysis by  Licensor.  If Licensor  confirms  that the Product is
              defective,  Licensor shall, subject to its rights described below,
              reimburse HBD for its freight  costs  (ground  shipping) to return
              the  Product and either  issue HBD a credit  memo for  replacement
              Product or, at Licensor's  option,  replace such defective Product
              as promptly as  possible.  In either  such  event,  HBD shall,  at
              Licensor's  option,  either destroy all such defective Product and
              so certify in writing  to  Licensor  or return all such  defective
              Product to Licensor at Licensor's  expense. If after analyzing any
              Products alleged by HBD to be  nonconforming,  Licensor  disagrees
              with HBD's  determination  with respect thereto,  HBD shall submit
              such  samples  to an  independent  Control  Lab  approved  by both
              Parties,  which shall make its own  determination as to whether or
              not  such  Product   conforms  with  the   Specifications,   which
              determination  shall be final and binding upon the parties. If the
              Control  Lab agrees with HBD's  determination  that the Product is
              defective, then Licensor shall pay the cost of the Control Lab and
              refund, credit or replace at HBD's option.

       7.4    Shipment of Goods. For the initial test,  Licensor will deliver or
              cause to be delivered the goods  described in each purchase  order
              to HBD or at HBD's direction to HBD's  fulfillment  centers or any
              other  location,  at HBD's  discretion,  on or before the delivery
              date set forth in the  purchase  order based on lead times  given.
              Licensor  will  contact  or cause the  shipper of goods to contact
              HBD's traffic department prior to each shipment of goods. Licensor
              will ship all goods in accordance with HBD's purchase order or, if
              differently instructed by HBD's traffic department,  in accordance


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              with such  instructions.  Licensor  will indicate  HBD's  purchase
              order number on all  invoices,  packages and other  communications
              relating to purchase orders.  Licensor will notify HBD immediately
              if  Licensor  is  unable to ship or cause  shipment  of all or any
              portion of the goods covered by a purchase  order by the specified
              shipping  date. If Licensor is unable to ship or cause shipment of
              all or any  portion  of the goods  covered  by a  purchase  order,
              Licensor shall provide HBD with a detailed packing list indicating
              the exact times and quantities that are available for shipment.

       7.5    Prices.  The price for the Products  (including  component  parts)
              purchased by HBD from  Licensor will be as set forth on Schedule 1
              attached hereto. The Schedule indicates,  for each component part,
              the  price  that HBD shall pay for the  Product.  The first  2,500
              units used for test marketing  shall be priced based on a consumer
              price of less than $100, regardless of the consumer price actually
              charged by HBD. Section 7.7 shall govern payment covering the cost
              of goods.

       7.6    Freight  Terms.  All  Products  ordered  by HBD will be shipped by
              Licensor FOB Licensor's or its subcontractor's manufacturing plant
              in  Asia  ("F.O.B.   Factory").  All  customs,  tariffs,  freight,
              insurance and other shipping  expenses from the F.O.B.  point will
              be paid by HBD.

       7.7    Payment  Terms.  Ten  percent  (10%) of the  cost of the  Products
              (exclusive  of  shipping)  is due and payable by wire  transfer of
              immediately  available  U.S.  funds  to an  account  specified  by
              Licensor on the date HBD places the purchase  order. To the extent
              that the cost of Products as set forth on Schedule 1 is determined
              by reference to their retail  price,  the cost shall be determined
              in accordance with Section 7.8.  Licensor will invoice HBD for the
              remaining  balance  when the  Products  have been shipped from the
              Asian factory.  The invoice for the remaining  balance will be due
              and payable upon arrival of the shipment in the U.S. port (or loss
              in transit  if  applicable)  and prior to release of the  original
              bill of lading.  Invoices not paid when due shall bear interest at
              1.5% per month,  or the maximum legal interest rate,  whichever is
              lower, until paid.  Licensor will consider in good faith proposals
              from HBD for  alternative  financing  which provide  Licensor with
              equal or greater  security  for payment,  but Licensor  shall have
              sole discretion to accept or reject any such proposal.

       7.8    Monthly Reports.  Upon successful  completion of the Rollout,  HBD
              will notify Licensor of the consumer price it initially intends to
              ask for the  Product,  and  that  consumer  price  will be used to
              calculate the Price of the Product in accordance  with Schedule 1.
              If the  consumer  price is initially  $100 or less,  then HBD will
              notify  Licensor  prior to raising the consumer  price above $100.
              The Price of all Product  delivered  after the date of such notice
              will be calculated  based on the higher consumer price.  HBD shall
              provide  on or before  the tenth of each  calendar  month a report
              (the  "Monthly  Report")  to  Licensor  summarizing  the number of
              Products sold and the sale price of the Products. Licensor and its


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              representatives  may, on  reasonable  notice,  examine HBD's books
              records used to produce the Monthly Report during normal  business
              hours at the offices of HBD on five business  days'  notice.  Such
              examination shall be at Licensor's  expense unless the examination
              reveals  that the Product is being sold above the $100  breakpoint
              without  notice to  Licensor,  in which  case HBD  shall  bear the
              reasonable expense thereof.

       7.9    Third  Party  Suppliers.  If  HBD  receives  a firm  quote  from a
              reputable  third party to  manufacture  the Product or a component
              thereof,  it shall so notify  Licensor.  Following  receipt of the
              notice,  Licensor will  investigate the reputation,  manufacturing
              facilities and prior  performance of the third party, and HBD will
              cause  the  third  party  to grant  Licensor  full  access  to its
              facilities.  If Licensor reasonably concludes that the third party
              is  reputable  and capable of  producing  the Product or component
              with the same or better  quality than  Licensor,  Licensor  hereby
              agrees to use its best efforts to match or cause its  suppliers to
              match such  reputable  third party quote and to sell such Products
              or  components  of Product to HBD  within one  hundred  and twenty
              percent  (120%) of the  Licensor's  cost.  HBD  acknowledges  that
              Licensor's   cost  includes  a  royalty  to  Euro-GEM   GmbH,  the
              documented  amount of which will be disclosed to HBD in connection
              with any price  change  pursuant to this  paragraph.  If the third
              party  manufacturer  does not  agree  to terms of sale  (including
              timing of  payments,  extension  of credit and  return  policy) at
              least as favorable  to Licensor as  Licensor's  current  supplier,
              Licensor  may  condition  any  change in the price of the  Product
              pursuant  to  this  Section  on a  change  in  the  payment  terms
              specified  in Section 7.7 to require up to 100% of the cost of the
              Product to be payable on placement of the purchase order.

8.     Regulatory  Approvals.  Licensor shall cooperate with HBD in securing all
       regulatory and other approvals.

9.     Intellectual Property Rights

       9.1    Licensor's Intellectual Property. Subject to the rights granted to
              HBD under this Agreement,  HBD shall not acquire any right,  title
              or  interest  in or to  Licensor's  design  and  packaging  of the
              Products,   Licensor   trademarks,   or  Licensor's  artwork  (the
              "Licensed Intellectual Property").

       9.2    Enforcement of Rights.  Licensor  shall have the right,  but shall
              not be  required,  at its  expense  to  enforce  its rights in the
              Licensed  Intellectual  Property against infringement  thereof. In
              the event  that  Licensor  declines  to do so,  HBD shall have the
              right to enforce any such rights in the  Territory  in  Licensor's
              name at HBD's  sole  cost and  expense.  HBD  shall  fully  inform
              Licensor of the status of any such enforcement efforts.

       9.3    HBD's Intellectual Property. Licensor acknowledges and agrees that
              it  shall  acquire  no  right,  title  or  interest  in or to  any
              trademarks,  trade names or other  intellectual  property owned by
              HBD.


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10.    Customer  List.  HBD's  customer list shall be HBD's  exclusive  property
       during the term of and following any termination of this Agreement

11.    Licenser's Representations, Warranties and Covenants.

       11.1   The Products.  Licensor represents,  warrants and covenants to HBD
              that all information  provided to HBD by Licensor  relating to the
              Products  is and  will  be true  and  correct,  including  without
              limitation all written  information  regarding the  effectiveness,
              quality,  characteristics or fitness of the Products.  The Product
              will be safe and  appropriate  for the  purpose for which goods of
              that kind are normally  used. In addition,  Licensor shall provide
              copies of all  copyright  registrations,  copyright  applications,
              patents, trademark applications, licenses and other agreements and
              instruments  relating to the Products and Licensor's  Intellectual
              Property  (and  all  amendments   supplements  and   modifications
              thereof)  which  are now in  existence  or  which  Licensor  shall
              obtain,  file,  or enter into during the term of the  Agreement to
              HBD within  ten days  after the  execution  of this  Agreement  or
              subsequently  within ten days  after any of the  listed  documents
              herein come into existence or into Licensor's possession.

       11.2   The  Infomercial.  If Licensor  has  provided  HBD with footage or
              other  material  for  insertion  in  the  Infomercial   ("Licensor
              Supplied Footage"), Licensor represents, warrants and covenants to
              HBD that  the  claims  made  about  the  product  in the  Licensor
              Supplied  Footage are  truthful  and  accurate and comply with all
              applicable laws and regulations  within the United States relating
              to the advertising  and sale of the Products,  and all claims made
              about the Products in the Licensor  Supplied  Footage,  Licensor's
              artwork and any  literature  or packaging  comprising  part of the
              Products have been documented and substantiated in compliance with
              all applicable laws.  Licensor shall provide to HBD, at Licensor's
              expense, all such documentation and substantiations of claims made
              about the Products as HBD reasonably requests.  Further,  Licensor
              has paid or shall pay all fees,  royalties and other  compensation
              payable  to any  person  or  entity  in  connection  with  (i) the
              development,  manufacture, sale or use of the Products or (ii) the
              use of the trademarks and Licensor's artwork.

       11.3   Proprietary Rights.  Licensor  represents,  warrants and covenants
              that to the best of its knowledge it has all  necessary  power and
              authority  to  grant  to HBD the  rights  in this  Agreement,  and
              neither the granting of the rights nor the exercise of them by HBD
              will  infringe  or  violate  the  intellectual  property  or other
              proprietary  or  intangible  rights of any other person or entity.
              Licensor  has  not  been  and is  not,  as of  the  date  of  this
              Agreement,  a  party  to any  litigation  enforcing  or  defending
              Licensor's rights in, to or with respect to the Products, licensed
              intellectual  property  or any other  intangible  property  rights
              relating to the Products ("Licensor's Intellectual Property"), and
              Licensor  is not  aware  of any  such  claims  made or  threatened
              involving the validity of Licensor's rights in, to or with respect
              to the Products or Licensor's Intellectual Property.


                                       8
<PAGE>


12.    Indemnification.

       12.1   By Licensor.  Licensor  shall  indemnify and hold harmless HBD and
              its subsidiaries,  affiliates,  sub-distributors and sub-licensees
              and their respective officers, directors, shareholders, employees,
              licensees, agents, successors and assigns from and against any and
              all  liabilities  and  expenses   whatsoever,   including  without
              limitation,   claims,  damages,  judgments,  awards,  settlements,
              investigations,  costs and reasonable legal fees ("Claims"), which
              any of them may  incur or become  obligated  to pay as a result of
              (i) the use of any of Licensor's trademarks or Licensor's artwork,
              or (ii) the breach by Licensor of its representations, warranties,
              covenants or obligations under this Agreement.

       12.2   By HBD. HBD shall defend, indemnify and hold harmless Licensor and
              its  officers,  directors,   shareholders,   employees,  licenses,
              agents, successors and assigns from and against any and all Claims
              which any of them may incur or become obligated to pay arising out
              of  or   resulting   from  the   breach  by  HBD  of  any  of  its
              representations,  warranties,  covenants or obligations under this
              Agreement.

       12.3   Procedure.  Promptly after learning of the occurrence of any event
              which may give rise to its  rights  under the  provisions  of this
              Section 12, any party  seeking to enforce  such right (a "Claiming
              Person")  shall give  written  notice of such  matter to the party
              against   whom   enforcement   of  such   rights  is  sought  (the
              "Indemnifying  Party").  The Claiming  Person shall cooperate with
              the Indemnifying Party in the negotiation,  compromise and defense
              of any such matter.  The Indemnifying  Party shall be in charge of
              and control such  negotiations,  compromise  and defense and shall
              have the right to select  counsel with respect  thereto,  provided
              the  Indemnifying  Party shall promptly notify the Claiming Person
              of all material  developments in the matter. In no event shall the
              Indemnifying  Party  compromise or settle any such matter  without
              the prior consent of the Claiming Person, which shall not be bound
              by any such compromise or settlement absent its prior consent.

13.    Term.  Unless  sooner  terminated in  accordance  with the  provisions of
       Section 6 or 14, this Agreement shall remain in full force and effect for
       an "Initial  Term,"  commencing as of the date hereof and expiring  three
       years  after  the  commencement  of  the  Rollout.  The  Agreement  shall
       thereafter remain in full force for as long as HBD meets the minimums set
       forth in Section 6 of the Agreement unless terminated pursuant to Section
       14.

14.    Termination.

       14.1   Upon Breach.  Either party may terminate  this  Agreement  upon 30
              days  notice to the other party upon the breach by the other party
              of any of its material representations,  warranties,  covenants or
              obligations  under this  Agreement.  Upon the  expiration  of such
              notice period, this Agreement shall terminate without the need for
              further  action by either party,  provided,  however,  that if the
              breach upon which such notice of  termination  is based shall have
              been  fully   cured  to  the   reasonable   satisfaction   of  the


                                       9
<PAGE>


              non-breaching  party within such 30-day notice  period,  then such
              notice of  termination  shall be deemed  rescinded.  Such right of
              termination shall be in addition to such other rights and remedies
              as the terminating party may have under applicable law.

       14.2   By HBD. HBD shall have the right to terminate  this Agreement upon
              written  notice to Licensor if Test  Marketing and any  Corrective
              Action are unsuccessful.  HBD may have the right to terminate this
              Agreement  upon written  notice to Licensor upon the occurrence of
              any event or circumstance,  which, in HBD's  reasonable  judgment,
              materially   adversely   affects   HBD's  ability  to  market  and
              distribute the Products for sale. HBD may terminate this Agreement
              concurrently  upon written  notice to Licensor upon the occurrence
              or  existence  of any  administrative  or  court  order  or  other
              regulatory  action,  pattern of  litigation  activity,  or adverse
              publicity  relating to Licensor,  the Products or the Infomercial,
              adversely  affecting  HBD's ability to market and  distribute  the
              Products.

       14.3   By Licensor.  Following  the Initial  Term,  Licensor may have the
              right to terminate  this  Agreement upon 90 days written notice to
              HBD upon the occurrence of any event or  circumstance,  which,  in
              Licensor's  reasonable  judgment,   materially  adversely  affects
              Licensor's ability to economically manufacture Products.

15.    Rights and Duties Upon  Termination.  For a period of one year  following
       the expiration or  termination of this Agreement  under Sections 13 or 14
       (other than a termination by Licensor due to HBD's material breach),  HBD
       shall  retain the rights to sell its  inventory  of  Products  on hand at
       termination by doing the following: (i) accept and process orders for the
       Products  that were placed prior to the  effective  date of  termination,
       (ii) accept and process  those  orders from  customers  with whom HBD was
       negotiating  or whom HBD had  solicited  prior to the  effective  date of
       termination,  (iii) solicit and fill reorders from prior customers,  (iv)
       advertise  and promote the  Products by means of any media  purchased  or
       committed to prior to the effective  date of  termination  and accept and
       process all orders for the  Products  which it receives  pursuant to such
       advertisement and promotion, and (v) use Licensor's Intellectual Property
       in connection with the exercise of the foregoing rights. HBD shall notify
       Licensor of any inventory of the Products  remaining in HBD's hands after
       the exercise of the foregoing  rights,  and if Licensor does not elect to
       promptly repurchase such inventory from HBD at HBD's cost, then HBD shall
       have the right to dispose  of such  inventory  in such  manner as HBD may
       determine.  Termination  of this Agreement will not affect rights accrued
       prior to  termination,  including  obligations to pay any amounts owed to
       the  other  party and  responsibility  for  returns.  The  provisions  of
       Sections 2.3, 2.4, 12 and 16 shall survive termination.

16.    Confidentiality.  All customer lists, price lists,  written and unwritten
       marketing  plans,  techniques,  methods and data,  sales and  transaction
       data,  and  other  information  designated  or  deemed  either  by HBD or
       Licensor  as  being  confidential  or a trade  secret,  shall  constitute
       confidential information of HBD or Licensor,  respectively ("Confidential
       Information").  HBD and Licensor shall hold all Confidential  Information
       in  the  strictest   confidence   and  shall  protect  all   Confidential


                                       10
<PAGE>


       Information with the same degree of care that HBD and Licensor  exercises
       with  respect  to its own  proprietary  information.  Without  the  prior
       written  consent of the other,  HBD or Licensor shall not use,  disclose,
       divulge or otherwise  disseminate  any  Confidential  Information  of the
       other party to any person or entity,  except for each  party's  attorneys
       and such  other  professionals  as a party may  retain in order for it to
       enforce the provisions of this Agreement.  Notwithstanding  the foregoing
       HBD  and  Licensor   shall  have  no  obligation   with  respect  to  any
       Confidential Information which (i) is or becomes within the public domain
       through no act of HBD or Licensor in breach of this  Agreement,  (ii) was
       lawfully in the possession of HBD or Licensor  without any restriction on
       use or disclosure  prior to its disclosure  hereunder,  (iii) is lawfully
       received from another  source  subsequent  to the date of this  Agreement
       without  any  restriction  on use or  disclosure,  (iv) is required to be
       disclosed  pursuant to rule or regulations  promulgated  under federal or
       state securities laws and applicable to the proposed discloser, or (v) is
       required to be disclosed by order of any court of competent  jurisdiction
       or other  government  authority  (provided in such latter case,  however,
       that each  party  shall  timely  inform  the  other of all such  legal or
       governmental  proceedings  so that the party may  attempt by  appropriate
       legal means to limit such disclosure,  and HBD and Licensor shall further
       use  their  best   efforts   to  limit  the   disclosure   and   maintain
       confidentiality to the maximum extent possible).

17.    Product Warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LICENSOR DISCLAIMS
       ALL  WARRANTIES,  EXPRESSED  OR  IMPLIED,  INCLUDING  THE  WARRANTIES  OF
       MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE  AND  SATISFACTORY
       QUALITY.

18.    Product Liability.  Licensor agrees that, if notified promptly in writing
       and  given  sole  control  of the  defense  and  all  related  settlement
       negotiations,  it will  defend HBD from any claim or action and will hold
       HBD  harmless  from any third party loss,  damage,  or injury,  including
       death,  which arises from any alleged design or workmanship defect of any
       Products.  Licensor will list HBD as an additional  insured on Licensor's
       product liability and blanket insurance policies.  HBD's  indemnification
       obligation  contained  herein shall remain in full force and effect until
       the date one year after the shipment of each applicable product.

19.    Product  Liability  Insurance.  For  the  life  of the  Products  sold by
       Licensor to HBD, or any third party on Licensor's  behalf,  Licensor will
       maintain and keep in force product  liability  insurance  with an insurer
       approved by HBD in the amounts not less than  $2,000,000  per  occurrence
       and  $3,000,000 in the aggregate  covering all Products  purchased by HBD
       from  Licensor.  HBD (and upon  HBD's  request  any of its  subsidiaries,
       affiliates  or  sub-licensees  who are involved  with the  marketing  and
       distribution  of the Products)  shall be named as additional  insureds on
       all such  insurance  policies,  each of which  shall be endorsed so as to
       provide at least 30 days notice to HBD of its  cancellation,  termination
       or non-renewal.  At HBD's request, Licensor shall deliver to HBD evidence
       of such insurance.

20.    Limitation on Liability.  EXCEPT FOR THE EXPRESS WARRANTIES CREATED UNDER
       THIS AGREEMENT AND EXCEPT AS SET FORTH OTHERWISE IN THIS AGREEMENT, IN NO
       EVENT  SHALL  EITHER  PARTY BE LIABLE  TO THE  OTHER FOR ANY  INCIDENTAL,


                                       11
<PAGE>


       CONSEQUENTIAL,  SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING
       OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS,  WHETHER SUCH LIABILITY IS
       ASSERTED ON THE BASIS OF CONTRACT,  TORT  (INCLUDING  THE  POSSIBILITY OF
       NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN
       WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE,  AND EVEN IF ANY OF
       THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

21.    Miscellaneous.

       21.1   Notices. All notices, requests,  instructions,  consents and other
              communications  to be given pursuant to this Agreement shall be in
              writing  and  shall  be  deemed  received  (i) on the  same day if
              delivered in person, by same-day courier or by telegraph, telex or
              facsimile  transmission,  (ii) on the  next  day if  delivered  by
              overnight  mail or courier,  or (iii) on the date indicated on the
              return  receipt,  or if there  is no such  receipt,  on the  third
              calendar day (excluding  Sundays) after being sent by certified or
              registered mail,  postage prepaid,  to the party for whom intended
              to the following addresses:

              If to Licensor:                    If to HBD:
              CirTran Corporation                Harrington Business Development
              4125 South 6000 West               850 Pinellas Point Drive South
              West Valley City, UT  84128        Tampa, FL  33607
              Attn:  Iehab Hawatmeh              Attn: Tim Harrington
              Phone:    (801) 963-5180           Phone:  (727) 867-4082
              Fax:    (801) 963-8823             Fax:  (727) 906-4395

       Each party may by written  notice given to the other in  accordance  with
       this  Agreement  change the address to which notices to such party are to
       be delivered.

       21.2   Entire  Agreement:   Amendment.   This  Agreement  (including  the
              Schedule)  contains the entire  understanding  of the parties with
              respect to the  subject  matter  hereof and  supersedes  all prior
              agreements  and  understandings   between  them.  Each  party  has
              executed  this  Agreement   without  reliance  upon  any  promise,
              representation  or warranty  other than those  expressly set forth
              herein.  No amendment of this Agreement shall be effective  unless
              written and signed by both parties.

       21.3   Waiver of Breach.  The failure of any party  hereto at any time to
              enforce  any of the  provisions  of this  Agreement  shall  not be
              deemed or construed to be a waiver of any such  provisions,  or in
              any way affect the validity of this  Agreement or the right of any
              party to thereafter enforce its provisions.

       21.4   Assignability.  Neither  party may assign  this  Agreement  or any
              rights under it to any person or entity  without the prior written


                                       12
<PAGE>


              consent  of  the  other  party,   which   consent   shall  not  be
              unreasonably  withheld.  Any  attempted  assignment  without  such
              consent shall be void.

       21.5   Right to Audit.  Both  parties and their  representatives  may, on
              reasonable  notice,  examine each other's books and records during
              normal  business  hours  on  five  business  days'  notice.   Such
              examination  shall  be at the  audit  requesting  party's  expense
              unless the  examination  reveals a discrepancy  of more than 3% at
              which time the audit will be paid for by the audited party.

       21.6   Force Majeure.  In the event of war, fire, flood,  labor troubles,
              strike, riot, act of governmental authority, acts of God, or other
              similar  contingencies  beyond the reasonable control of either of
              the parties interfering with the performance of the obligations of
              such  party,  the  obligations  so  affected  shall be deferred or
              eliminated to the extent necessitated by such event or contingency
              without  liability,  but this  Agreement  shall  otherwise  remain
              unaffected.   Notice  with  full  details  of  any   circumstances
              referenced  herein  shall be given  by the  affected  party to the
              other party  within ten days after its  occurrence.  The  affected
              party shall use due diligence, where practicable,  to minimize the
              effects of or end any such events.

       21.7   Further  Actions.  The parties  agree to execute  such  additional
              documents  and to perform  such other and  further  acts as may be
              necessary  or  desirable  to carry out the purposes and intents of
              this Agreement.

       21.8   Severability. All of the provisions of this Agreement are intended
              to be distinct and  severable.  If any provision of this Agreement
              is  or  is  declared  to  be  invalid  or   unenforceable  in  any
              jurisdiction, it shall be ineffective in such jurisdiction only to
              the extent of such invalidity or unenforceability, and the parties
              shall with best  efforts  attempt to replace  any such  invalid or
              unenforceable  provisions with one that comes  reasonably close to
              the  original  intent  and that is  valid  and  enforceable.  Such
              invalidity or unenforceability shall not affect either the balance
              of  such   provision,   to  the  extent  it  is  not   invalid  or
              unenforceable,  or the  remaining  provisions  hereof,  or  render
              invalid or unenforceable such provision in any other jurisdiction.

       21.9   Counterparts.  This  Agreement  may be  executed  in  one or  more
              counterparts each of which shall be deemed to be an original,  and
              all of which together shall constitute one and the same Agreement.

       21.10  Independent  Contractor.  No party is an  employee or agent of the
              other  party.  Each  party is and  shall at all  times  remain  an
              independent contractor.

       21.11  Conflict with  Schedule.  In the event of a conflict  between this
              Agreement  and the  Schedule,  the  terms  and  conditions  of the
              Schedule shall prevail.

       21.12  Currency.  All dollar  amounts set forth in this Agreement and the
              Schedule shall refer to U.S. Dollars.


                                       13
<PAGE>


       21.13  Governing  Law,  Dispute  Resolution.   This  Agreement  shall  be
              governed  by and  construed  by the  laws of the  State  of  Utah,
              disregarding the conflicts of laws provisions thereof.  Any claim,
              dispute or controversy  arising out of, or relating to any section
              of this Agreement or the making, performance, or interpretation of
              the rights and obligations  explicitly set forth in this Agreement
              shall,  upon the election by written  notice of either  party,  be
              settled  on an  expedited  basis by binding  arbitration  before a
              single  arbitrator  mutually  agreeable to the  parties,  or if no
              agreement is reached, before a single arbitrator from the American
              Arbitration Association selected in accordance with its rules then
              in effect, which arbitration shall be conducted in accordance with
              such rules,  and judgment on the arbitration  award may be entered
              in any  court  having  jurisdiction  over the  subject  matter  of
              controversy. The location of such arbitration shall be (i) in Salt
              Lake City, Utah if commenced by HBD, or (ii) in Tampa,  Florida if
              commenced by Licensor.



IN WITNESS  WHEREOF,  the parties have caused this  Agreement and Schedule to be
duly executed on the date first written above.


HARRINGTON BUSINESS DEVELOPMENT                  CIRTRAN CORPORATION

By: /s/ Tim Harrington                           By: /s/ Iehab Hawatmeh
   --------------------                             -------------------

Name:  Tim Harrington                            Name:  Iehab Hawatmeh
Title: President                                 Title: President



























                                       14
<PAGE>


                                    SCHEDULE
                                    --------


1.     Products:  The Products consist of the following items (packaged in boxes
       suitable  for  shipment  to  direct  response  customers,   Instructions,
       Customer Letter and a Reorder Form).


       Description of each component:                                Price:
       ------------------------------                                ------

       Electric Indoor Grill with Deluxe Stand
        including three Plates:
       If package is sold for $100 or less                           $25.00
       If package is sold for more than $100                         $26.50

       Additional Plates   (Flat or Ripple Surface)                  $4.95/piece

       Hot Dog Plate                                                 $6.95


       HBD shall  have  first  right to  distribute  any  other  infomercial
       product  developed or owned by Licensor in the  specific  category or
       using the Patents  used for  Product.  Such right shall expire if not
       exercised on terms  mutually  acceptable to the parties within 5 days
       after notice of availability from Licensor.


2.     Trademarks:



3.     Licensor shall relinquish to HBD any URL associated with the Product.


















                                       15

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