EXCLUSIVE MANUFACTURING AGREEMENT


         This Agreement is entered into on June 10, 2004 ("Effective Date") by
and between MICHAEL CASEY ("Casey"); MICHAEL CASEY ENTERPRISES, LTD.
("CaseyCo"), a California limited liability company; CHARLES HO ("Ho"); UKING
SYSTEM INDUSTRY CO., LTD. ("UKing") a corporation; DAVID HAYEK
("Hayek"); HIPMG, INC. ("Hipmg") and CIRTRAN-ASIA, INC. ("Cirtran"), a Utah
corporation (together the "Parties").


                                    RECITALS

A.                CaseyCo, UKing and HIPMG own the design of or market exercise
                  equipment known as the Ab King(R) Pro (the "Initial Product")
                  and a cooking appliance known as the Hot Dog Express(TM) (the
                  "Second Product"). The Initial Product and the Second Product
                  were developed by one or more of Casey, Ho and Hayek.

B.                Cirtran is a contract manufacturer with capabilities to
                  manufacture and assemble products.

C.                CaseyCo, UKing and HIPMG desire that Cirtran be its exclusive
                  manufacturer for the Initial Product, the Second Product and
                  certain Additional Products developed by Casey, Ho or Hayek
                  described below and Cirtran is willing so act, subject to the
                  terms and conditions set forth herein.

         NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

1.       Exclusivity. Casey, CaseyCo, Ho, UKing, HIPMG, Hayek and their
         affiliates are sometimes referred to herein collectively as the
         "Developers". The Developer which has marketing rights for a particular
         Product is referred to herein as the Distributor of such Product.
         During the term of this Agreement, the Developers agree that Cirtran
         shall have the exclusive right to manufacture (i) the Initial Product,
         (ii) the Second Product and (iii) subject to Cirtran and the
         appropriate Distributor reaching agreement as to certain terms
         described below, all additional Products ("Additional Products")
         hereafter developed by the Developers or any of them or their
         affiliates. For purposes of this Agreement, an affiliate of a Developer
         is a person or entity that controls, is controlled by or under common
         control with the Developer, where control includes any right to
         participate in directing the activities of the person or entity through
         contract, position as an officer or director, or possession of a 10% or
         greater voting ownership interest. To the extent that a proposed
         Additional Product requires payment to an affiliate of the Developers
         which is not then a party to this Agreement, such affiliate's signature
         on the relevant Appendix A-x shall signify the affiliate's agreement to
         be bound by this Agreement as it relates to that Additional Product and
         all subsequent Additional Products for which payment is to be made to
         that affiliate. Whenever a Developer develops a potential Additional


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         Product which it desires to commercialize, it shall so notify Cirtran
         and the other Developers, and the parties will negotiate in good faith
         the terms of an Appendix A-x adding such Additional Product to this
         Agreement.

2.       Identification of Products. Appendix A-1 and Appendix A-2 describes the
         Initial Product and the Second Product. From time to time, the parties
         hereto shall add Additional Products in accordance with Paragraph 1
         hereof by signing or initialing a new Appendix A-x describing the
         Additional Product, which Appendix shall be attached to and form part
         of this Agreement. The Initial Product, the Second Product and all such
         Additional Products are referred to individually as a "Product" and
         collectively as the "Products" and Appendix A-1, Appendix A-2 and all
         of the Appendices A-x shall be referred to collectively as Appendix A.
         For each Product, the relevant Appendix A shall describe the Product,
         the initial transfer pricing of the Product and all payments to be
         owing by Cirtran to the Developers or Distributor on the sale of the
         Products and any other terms relating to such Product.

3.       Basic Manufacturing Agreement. During the term of this Agreement,
         Cirtran agrees to use reasonable commercial efforts to perform the work
         (hereinafter "Work") pursuant to purchase orders or changes thereto
         issued by Customer and accepted by Cirtran. Work shall mean to
         manufacture, assemble, test and deliver Products pursuant to detailed
         written specifications, workmanship standards and quality requirements
         for each such Product which are provided by Customer and accepted by
         Cirtran. Cirtran may perform the Work directly or through
         subcontractors, and it is anticipated that substantially all
         manufacturing will be performed by contractors in China or other low
         wage locations.

4.       Obligations of the Developers and Distributor.

(a)      The Distributor shall use its reasonable commercial efforts to promote
         the sale of the Products.

(b)      Ho and Hayek will provide ongoing services to Cirtran including: (i)
         locating suitable third party manufacturers in China or other low wage
         areas, (ii) locating suitable sources of supply for raw materials and
         components for the Products, and (iii) assisting Cirtran in negotiating
         agreements with the manufacturers and suppliers. As part of the
         negotiations for the addition of a Product to this Agreement, Cirtran
         and the Developers will determine to what extent, if any, Ho and Hayek
         will be compensated for such services directly by Cirtran. Such
         compensation will be paid by Cirtran if, and to the extent that, it is
         set forth on the appropriate Appendix A.

(c)      The existing molds, dies, jigs and other customized equipment or
         know-how needed to manufacture the Initial Product shall be transferred
         to Cirtran at the price set forth on Appendix A-1. As part of the
         negotiations for the addition of a Product to this Agreement, the
         parties will determine and set forth on the relevant Appendix A whether
         tooling, molds, dies and jigs for the Product will be financed by
         Cirtran (in which case such materials shall be the property of Cirtran)
         or whether such materials will be financed by, and the property of,
         another party (in which case the Developers shall cause the materials
         to be made available to Cirtran on a timely basis).



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(d)      The Developers hereby release any rights any of them may claim to
         manufacture the Products inconsistent with this Agreement.

(e)      Ho and Hayek will introduce Cirtran to the current manufacturers and
         suppliers for the Products as soon as practicable after execution of
         this Agreement.

5.       Possible Additional Consideration. As part of the negotiations for the
         addition of a Product to this Agreement, Cirtran may agree to cause its
         parent, Cirtran Corporation, to grant nonqualified stock options (the
         "Options") to some or all of Casey, Ho and Hayek. The negotiations will
         include the strike or exercise price of the Options, the number of
         shares purchasable on exercise of the options, any vesting requirements
         or other conditions to exercise and the expiration date of the Options.

6.       Covenant of Good Faith. The various terms of adding a Product to this
         Agreement as described herein shall be negotiated by the parties in
         good faith at the time that a new Product has been developed.

7.       Purchase Orders. Distributor will issue written purchase orders for the
         Product from time to time. With respect to the Initial Product, the
         Distributor will issue an initial binding blanket purchase order for
         the quantity of Product listed on Appendix A-1. The Distributor will
         then issue subsequent orders specifying the delivery dates and
         quantities of the Product covered by the blanket purchase order. With
         respect to other Products, the relevant Appendix A may require a
         similar blanket order. In any event, all purchase orders shall conform
         to this Agreement and each Purchase Order shall be deemed to
         incorporate by reference the relevant Appendix A. The parties agree
         that the terms and conditions contained in this Agreement shall prevail
         over any terms and conditions of any purchase order, acknowledgment
         form or other instrument. Cirtran may reject any order that does not
         conform to this Agreement or for which Product is no longer available
         at the quoted price. Cirtran shall notify Customer of rejection of any
         purchase order within five (5) working days of receipt of such order.

8.       Material Procurement. Purchase orders issued by Customer in conformance
         to this Agreement will constitute authorization for Cirtran to procure,
         using standard purchasing practices, the components, subassemblies,
         materials and supplies necessary for the manufacture of Products
         ("Inventory") covered by such purchase orders.

9.       Forecast. Every month Customer will send to Cirtran a non-binding
         rolling forecast of their next 12 months demand for each Product.

10.      Delivery Terms. All Products delivered pursuant to the terms of this
         Agreement shall be suitably packed for shipment, and marked for
         shipment to Customer's destination specified in the applicable purchase
         order. Unless otherwise agreed in writing by Cirtran, the transfer
         price shall be paid in full (in cash or letter of credit obtained by
         Customer or its customer for the benefit of Cirtran drawn on a U.S.
         bank in form acceptable to Cirtran) prior to release to the carrier or
         forwarding agent. Shipment will be F.O.B. the factory or final assembly
         plant of Cirtran's subcontractor, at which time risk of loss and title
         will pass to Distributor. All freight, insurance and other shipping
         expenses from the F.O.B. point, will be paid by Distributor.



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11.      Intellectual Property. All designs, manuals, instructional videos and
         software which Developers provide to Cirtran are and shall remain the
         property of the relevant Developer. Developers grant Cirtran a license
         to copy, modify and use such intellectual property solely in connection
         with and to the extent required to perform Cirtran's obligations under
         this Agreement. Cirtran is granted by the relevant Developer a
         non-exclusive license during the term of this Agreement to use all of
         Developer's patents, design patents, trade secrets and other
         intellectual property in the Products, solely in connection with and to
         the extent required to perform Cirtran's obligations under this
         Agreement.

12.      Pricing. As to specific Products, Cirtran and the relevant Distributor
         shall agree upon an initial transfer price at which the Product will be
         sold to Distributor or its customer in Appendix A. Thereafter, Cirtran
         may adjust the transfer price upon at least fifteen (15) days notice to
         the relevant Distributor. The transfer price in effect prior to the
         adjustment shall be effective for firm orders (including quantities and
         delivery dates) received prior to the effective date of the adjustment
         and which require shipment no more than fifteen (15) days after the
         effective date.

13.      Term, Termination. This Agreement shall be for an initial term of
         thirty six (36) months, and shall continue thereafter on a month to
         month basis unless terminated by either party on written notice. Any
         termination pursuant to the preceding sentence shall be effective on
         the later of (i) thirty days after the date of the notice, or (ii) the
         date that Distributors completes their purchases pursuant to all
         blanket orders outstanding at the date of the notice. This Agreement
         may also be terminated by either party:

(a)      for any reason upon ninety (90) days written notice to the other party;
         provided that if Developers terminate pursuant to this clause 13(a)
         during the first twenty (20) months of this Agreement, Developers,
         jointly and severally, shall pay Cirtran an early termination fee of
         $150,000.00;

(b)      if the other party defaults in any payment to the terminating party and
         such default continues without a cure for a period of ten (10) days
         after the delivery of written notice thereof by the terminating party
         to the other party;

(c)      if the other party defaults in the performance of any material term or
         condition of this Agreement other than the payment of money and such
         default continues un-remedied for a period of thirty (30) days after
         the delivery of written notice thereof by the terminating party to the
         other party.

14.      Obligations on Termination. Termination of this Agreement for any
         reason shall not affect the obligations of either party which exist as
         of the date of termination. Upon termination for any reason whatsoever,
         Distributor shall be responsible for the finished Products and
         Inventory in existence at the date of termination in the same manner as
         for cancellations as set forth in Section 7. Any purchase orders shall
         be fulfilled by Cirtran unless cancelled as provided in section 7.

15.      Product Warranty. Cirtran will pass on to Distributor the benefit of
         any warranties with respect to the Products which Cirtran obtains from
         its subcontractor manufacturers. OTHER THAN AS PROVIDED IN THE
         PRECEDING SENTENCE, CIRTRAN DISCLAIMS ALL WARRANTIES, EXPRESSED OR


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         IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
         NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

16.      Third Party Intellectual Property. Developers shall defend, indemnify
         and hold harmless Cirtran from all costs, judgments and attorney's fees
         arising from any claim that Cirtran's manufacture of the Products under
         this Agreement infringes any third party patents, patent rights,
         copyrights or trade secrets. Cirtran shall promptly notify Developers
         in writing of the initiation of any such claims, give Developers sole
         control of any defense or settlement, and provide Developers reasonable
         information and assistance in resolving such claim.

17.      Product Liability. Developers agree that they will jointly and
         severally defend Cirtran from any claim or action and will hold Cirtran
         harmless from any third party loss, damage or injury, including death,
         which arises from any alleged defect of Developer's design of any
         Products. Similarly, Cirtran agrees that, if notified promptly in
         writing and given sole control of the defense and all related
         settlement negotiations, it will defend Developers from any claim or
         action and will hold Developers harmless from any third party loss,
         damage, or injury, including death, which arises from any alleged
         workmanship defect of any Products; provided that Cirtran's obligation
         to defend and its liability pursuant to this Paragraph 17 shall be
         limited to the amount, if any, which Cirtran is able to collect from
         the subcontractor manufacturer of the Product with respect to such
         workmanship defect.

18.      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, 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.

19.      Other Terms, Order of Precedence. The T&C are hereby incorporated by
         reference. In the event of any inconsistency between this Agreement,
         the T&C or other documentation relating to the purchase of the
         Products, the order of precedence shall be:

(a)      This Agreement, including Appendix A, (b) Purchase Orders.

20.      Confidentiality. All written information and data exchanged between the
         parties for the purpose of enabling Cirtran to manufacture and deliver
         Products under this Agreement that is marked "Confidential" or the
         like, shall be deemed to be Confidential Information. The party which
         receives such Confidential Information agrees not to disclose it
         directly or indirectly to any third party, or to use it for any purpose
         other than as required under this Agreement, without the prior written
         consent of the disclosing party. Confidential Information disclosed
         pursuant to this Agreement shall be maintained confidential for a
         period of three years after the disclosure thereof.



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21.      Assignment. This Agreement shall be binding upon the parties and their
         respective successors and assigns; provided that neither party may
         assign this agreement without the written consent of the other party.
         Consent to assignment shall not be unreasonably withheld; provided that
         the consenting party may require evidence to its reasonable
         satisfaction that the proposed assignee will be able to perform the
         obligations of the proposed assignor.

22.      Notices. All notices hereunder shall be sufficiently given for all
         purposes hereunder if in writing and delivered personally, sent by
         document, overnight delivery service or, to the extent receipt is
         confirmed, telecopied to the appropriate address or number set forth
         below.

Notice to Cirtran shall be addressed to:

                  Cirtran-Asia, Inc.
                  4125 South 6000 West
                  West Valley City, Utah 84128
                  Attention: Iehab Hawatmeh
                  Fax: 801-963-5180

Notices to Developers shall be addressed to the address listed under their
respective signatures.

         or at such other address and to the attention of such other person as
either party may designate by written notice to the other.

23. Governing Law. This agreement shall be governed by and construed by the law
of Utah, disregarding the conflicts of laws provisions thereof.

24. Attorney's Fees. In the event of any litigation concerning any controversy,
claim or dispute among the parties hereto, arising out of or relating to this
Agreement or the breach hereof, or the interpretation hereof, the prevailing
party shall be entitled to recover from the losing party reasonable expenses,
attorneys' fees, and costs incurred therein or in the enforcement or collection
of any judgment or award rendered therein.

25. Jurisdiction and Venue. Legal proceedings commenced by a party arising out
of any of the transactions or obligations contemplated by this Agreement shall
be brought exclusively in the federal courts located in Salt Lake City, Utah, or
in the absence of federal jurisdiction, in state courts in Salt Lake City, Utah.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction
of such courts and agree to take any and all future action necessary to submit
to the jurisdiction of such courts. The parties irrevocably waive any objection
that they now have or hereafter may have to the laying of venue of any suit,
action or proceeding brought in any such court and further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

26. Waiver. No term or provision of this Agreement shall be deemed waived unless
such waiver shall be in writing and signed by the party making such waiver. Any
waiver of a particular breach of this Agreement shall not constitute a waiver of
any other breach, nor shall any waiver be deemed a continuing waiver unless it
so states expressly.



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27. Survival of Obligations. The obligations of confidentiality arising under
this Agreement are intended to survive any termination of this Agreement.

28. Force Majeure. "Force Majeure" as used herein shall mean any of the
following events or conditions: acts of state or governmental action (including
customs delays or restrictions), orders, legislation, regulations, restrictions,
priorities or rationing, riots, disturbance, war (declared or undeclared),
interruption of transportation, embargo, export-import limitations, national
disease outbreaks, fire, earthquake, flood, hurricane, typhoon, explosion, and
major accident. Cirtran shall not be considered in default or liable for any
delay or failure to perform any provisions of this Agreement if such delay or
failure arises directly or indirectly out of Force Majeure. Upon the occurrence
of an event of Force Majeure, Cirtran will cooperate with the Distributor in
minimizing the impact of the Force Majeure event.

29. Merger. This Agreement and its Appendices contain the entire agreement of
the parties and supersedes all previous written and oral agreements with respect
to the subject matter hereof other than any purchase orders heretofore issued to
Cirtran.

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

                                     CIRTRAN CORPORATION



                                     By: /s/
                                        Iehab Hawatmeh, President




                                     /s/
                                     Michael E. Casey
                                     3340 Ocean Park Boulevard, Suite 3050
                                     Santa Monica, CA 90405
                                     Fax:

                                     MICHAEL CASEY ENTERPRISES, LTD.


                                     By /s/
                                     Michael E. Casey, Its ______
                                     3340 Ocean Park Boulevard, Suite 3050
                                     Santa Monica, CA 90405
                                     Fax:


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                                     /s/
                                     Charles Ho
                                     10F, No. 380, Sec. 1
                                     Fu Shing South Road
                                     Taipei, Taiwan, R.O.C
                                     Fax:

                                     UKING SYSTEM INDUSTRY CO., LTD.


                                     By /s/
                                     Charles Ho, CEO
                                     10F, No. 380, Sec. 1
                                     Fu Shing South Road
                                     Taipei, Taiwan, R.O.C
                                     Fax:


                                     /s/
                                     David Hayek
                                     3340 Ocean Park Boulevard, Suite 3045
                                     Santa Monica, CA 90405
                                     Fax:

                                     HIPMG, INC.

                                     By /s/
                                     David Hayek [President]
                                     3340 Ocean Park Boulevard, Suite
                                     3045 Santa Monica, CA 90405 Fax:




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