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                           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 the Warrants in excess of the Company's authorized but unissued shares of the
Company's common stock (the "Authorized But Unissued Share Amount") 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 any amount of the principal or
                  interest  on the  Cornell  Debenture  until  the  Company  has
                  increased its authorized capital stock.

         B.       Warrants. 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:

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         A.       Not later than December 31, 2006, the Company will 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, 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. 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 _________




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