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

                           AMENDED LOCK DOWN AGREEMENT

         THIS AMENDED LOCK DOWN AGREEMENT (the "Agreement") is entered into as
of the 30th day of October, 2006, by and between CirTran Corporation (the
"Company") and Cornell Capital Partners, LP ("Cornell"). The Company and Cornell
may each be referred to herein as a "Party" and collectively as the "Parties."

                                    RECITALS

         A.       In December 2005, the Company and Cornell entered into a
transaction (the "Transaction") whereby the Company issued to Cornell a
convertible debenture (the "Cornell Debenture") in the principal amount of
$1,500,000.

         B.       In connection with the Transaction, the Company also issued to
Cornell warrants to purchase up to 10,000,000 shares of the Company's common
stock (the "Warrants"). The Warrants have an exercise price of $0.09 per share.

         C.       The Company and Cornell desire to enter into an agreement
whereby Cornell agrees that it will not convert or exercise any of the Cornell
Debenture or Warrants in excess of the Company's authorized but unissued shares
of the Company's common stock (the "Authorized But Unissued Share Amount") of
the Cornell Debenture until the Company has taken all steps necessary to
increase its authorized capital.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and undertakings set forth herein, and intending to be legally bound
hereby, the Parties agree as follows:

1.       Lock Down/ No Conversion or Exercise.

         A.       Cornell Debenture. Pursuant to this Agreement, Cornell hereby
                  agrees that it will not convert in excess of the Authorized
                  But Unissued Share Amount on the Cornell Debenture until the
                  Company has increased its authorized capital stock.

         B.       Warrants. Pursuant to this Agreement, Cornell hereby agrees
                  that it will not exercise in excess of the Authorized But
                  Unissued Share Amount of the Warrants until the Company has
                  increased its authorized capital stock.

2.       Company Obligations. In connection with this Agreement, the Company
hereby agrees:


<PAGE>


         A.       Not later than December 31, 2006 the Company will file with
                  the SEC a proxy statement, information statement, or such
                  other form as is appropriate, to effectuate an amendment to
                  the Company's articles of incorporation to increase the
                  Company's authorized capital stock. The Company also agrees to
                  use its best efforts to respond to any comments issued by the
                  SEC and to effectuate the amendment of the Company's articles
                  of incorporation to increase its authorized capital from
                  750,000,000 shares to 1,500,000,000 shares or such other
                  number as the Company deems appropriate.

         B.       The Company agrees to notify Cornell upon the filing of the
                  proxy statement, information statement, or such other form as
                  is appropriate, with the SEC, and upon the effective date of
                  the amendment of the Company's articles of incorporation.

         C.       The Parties hereby acknowledge and agree that in the event
                  that the Company has not effectuated the increase in its
                  authorized capital to 1,500,000,000 shares of common stock by
                  December 31, 2006 (the "Deadline"), such failure shall
                  constitute an "Event of Default" under the Cornell Debenture
                  and related documents and agreements.

3.       Termination. The Parties hereby acknowledge and agree that this
Agreement shall terminate upon the effectiveness of the increase in the
Company's authorized capital as described herein. Notwithstanding the foregoing,
in the event the Company has not effectuated the increase in authorized shares
of common stock by the Deadline, this Agreement shall terminate and all parties
shall have no obligations under this Agreement. The Parties further agree that
upon the termination of this Agreement, Cornell shall have no obligation to
exercise the Warrants or convert any amount of the Cornell Debenture, but shall
have any and all rights as delineated in the transaction documents relating to
the Warrants and the Cornell Debenture, as appropriate.


DATED as of October 30, 2006.

CIRTRAN CORPORATION                 CORNELL CAPITAL PARTNERS LP


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





                                        2

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