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NEITHER THIS WARRANT NOR THE  SECURITIES  INTO WHICH THIS WARRANT IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND  IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                               CIRTRAN CORPORATION

                                     WARRANT

Warrant No. ____                                             Dated: May 24, 2006


         CirTran  Corporation,  a Nevada  corporation  (the  "Company"),  hereby
certifies  that,  for value  received,  Fadi  Nora,  or his  registered  assigns
("Holder"), is entitled,  subject to the terms set forth below, to purchase from
the Company up to a total of Five Million  (5,000,000)  shares of Common  Stock,
$0.001 par value per share  (the  "Common  Stock"),  of the  Company  (each such
share,  a "Warrant  Share" and all such  shares,  the  "Warrant  Shares")  at an
exercise  price  equal to $0.25  per  share  (as  adjusted  from time to time as
provided in Section 8, the "Exercise Price"),  at any time and from time to time
from and after the date hereof and through and  including the date which is five
years  following  the date on which the  Company's  Common  Stock is listed  for
trading on either the Nasdaq Small Cap Market,  the Nasdaq Capital  Market,  the
American Stock Exchange, or the New York Stock Exchange (the "Expiration Date"),
and subject to the following terms and conditions:

         1.       Registration  of Warrant.  The  Company  shall  register  this
Warrant,  upon  records to be  maintained  by the Company for that  purpose (the
"Warrant Register"),  in the name of the record Holder hereof from time to time.
The  Company  may deem and treat the  registered  Holder of this  Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by notice to the contrary.

         2.       Registration of Transfers and Exchanges.

                  (a)      The  Company  shall  register  the  transfer  of  any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment  attached  hereto duly completed and signed,  to the
Company at the office  specified in or pursuant to Section  3(b).  Upon any such
registration   or  transfer,   a  new  warrant  to  purchase  Common  Stock,  in
substantially the form of this Warrant (any such new warrant,  a "New Warrant"),



<PAGE>


evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

                  (b)      This  Warrant  is  exchangeable,  upon the  surrender
hereof by the Holder to the office of the  Company  specified  in or pursuant to
Section 3(b) for one or more New Warrants, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased  hereunder.
Any such New Warrant will be dated the date of such exchange.

         3.       Duration and Exercise of Warrants.

                  (a)      This Warrant shall be  exercisable  by the registered
Holder on any business day before 5:30 P.M.,  Salt Lake City,  Utah time, at any
time and from time to time on or after  the date  hereof  to and  including  the
Expiration  Date. At 5:30 P.M.,  Salt Lake City,  Utah,  time on the  Expiration
Date,  the portion of this  Warrant not  exercised  prior  thereto  shall be and
become void and of no value. This Warrant may not be redeemed by the Company.

                  (b)      Subject to Sections 2(b), 6 and 11, upon surrender of
this  Warrant,  with the Form of  Election  to  Purchase  attached  hereto  duly
completed  and  signed,  to the  Company at its  address for notice set forth in
Section 11 and upon payment of the Exercise  Price  multiplied  by the number of
Warrant Shares that the Holder intends to purchase hereunder, in lawful money of
the United States of America,  in cash or by certified or official bank check or
checks, all as specified by the Holder in the Form of Election to Purchase,  the
Company  shall  promptly  (but in no event later than 3 business  days after the
Date of Exercise (as defined  herein))  issue or cause to be issued and cause to
be  delivered  to or upon the  written  order of the  Holder and in such name or
names as the Holder may designate, a certificate for the Warrant Shares issuable
upon such exercise, bearing such restrictive legends as required by the Purchase
Agreement  of even date  herewith  between  the Holder and the  Company,  and by
applicable  state and federal  securities  laws. Any person so designated by the
Holder to receive Warrant Shares shall be deemed to have become holder of record
of such Warrant Shares as of the Date of Exercise of this Warrant.

                  A "Date of Exercise" means the date on which the Company shall
have  received (i) this Warrant (or any New Warrant,  as  applicable),  with the
Form of Election to Purchase  attached  hereto (or attached to such New Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

                  (c)      This  Warrant  shall be  exercisable,  either  in its
entirety or, from time to time,  for a portion of the number of Warrant  Shares.
If less than all of the Warrant Shares which may be purchased under this Warrant
are exercised at any time, the Company shall issue or cause to be issued, at its
expense,  a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.


                                      -2-
<PAGE>


         4.       [Reserved.]

         5.       Payment of Taxes.  The Company will pay all documentary  stamp
taxes  attributable  to the issuance of Warrant Shares upon the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder, and the Company shall not be required to issue or cause to be issued
or deliver or cause to be delivered the  certificates  for Warrant Shares unless
or until the person or persons  requesting the issuance  thereof shall have paid
to the  Company  the  amount  of  such  tax or  shall  have  established  to the
satisfaction  of the Company  that such tax has been paid.  The Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         6.       Replacement  of Warrant.  If this Warrant is mutilated,  lost,
stolen or  destroyed,  the Company shall issue or cause to be issued in exchange
and  substitution  for  and  upon  cancellation   hereof,  or  in  lieu  of  and
substitution for this Warrant, a New Warrant,  but only upon receipt of evidence
reasonably  satisfactory  to the Company of such loss,  theft or destruction and
indemnity,  if reasonably satisfactory to it. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable  regulations and
procedures as the Company may prescribe.

         7.       Reservation of Warrant Shares.  The Company  covenants that it
will at all  times  reserve  and  keep  available  out of the  aggregate  of its
authorized but unissued  Common Stock,  solely for the purpose of enabling it to
issue  Warrant  Shares upon  exercise of this  Warrant as herein  provided,  the
number of  Warrant  Shares  which are then  issuable  and  deliverable  upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent  purchase  rights of persons  other  than the  Holders  (taking  into
account the  adjustments and  restrictions of Section 8). The Company  covenants
that all Warrant Shares that shall be so issuable and  deliverable  shall,  upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be duly  and  validly  authorized,  issued  and  fully  paid and
nonassessable.


         8.       Certain Adjustments.  The Exercise Price and number of Warrant
Shares  issuable upon  exercise of this Warrant are subject to  adjustment  from
time to time as set forth in this  Section 8. Upon each such  adjustment  of the
Exercise Price pursuant to this Section 8, the Holder shall  thereafter prior to
the Expiration  Date be entitled to purchase,  at the Exercise  Price  resulting
from such  adjustment,  the number of Warrant Shares obtained by multiplying the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

                  (a)      If the  Company,  at any time while  this  Warrant is
outstanding,  (i) shall pay a stock dividend or otherwise make a distribution or
distributions  on shares of its Common Stock (as defined  below) or on any other
class of capital  stock (and not the Common  Stock)  payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock into a larger number of


                                      -3-
<PAGE>


shares,  or (iii)  combine  outstanding  shares of Common  Stock  into a smaller
number of shares,  the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding  treasury
shares, if any) outstanding before such event and of which the denominator shall
be the number of shares of Common  Stock  (excluding  treasury  shares,  if any)
outstanding after such event. Any adjustment made pursuant to this Section shall
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.

                  (b)      In case of any  reclassification of the Common Stock,
any consolidation or merger of the Company with or into another person, the sale
or  transfer of all or  substantially  all of the assets of the Company in which
the  consideration  therefor is equity or equity  equivalent  securities  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other securities or property, then the Holder shall have the right thereafter to
exercise  this  Warrant only into the shares of stock and other  securities  and
property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock
following such reclassification,  consolidation, merger, sale, transfer or share
exchange,  and the Holder  shall be  entitled  upon such  event to receive  such
amount of securities or property of the Company's business  combination  partner
equal to the amount of Warrant  Shares such Holder  would have been  entitled to
had   such   Holder   exercised   this   Warrant   immediately   prior  to  such
reclassification,  consolidation,  merger, sale, transfer or share exchange. The
terms of any such consolidation,  merger, sale, transfer or share exchange shall
include  such terms so as to continue to give to the Holder the right to receive
the  securities  or property  set forth in this  Section  8(b) upon any exercise
following any such  reclassification,  consolidation,  merger, sale, transfer or
share exchange.


                  (c)      If the  Company,  at any time while  this  Warrant is
outstanding, shall distribute to all holders of Common Stock (and not to holders
of this Warrant)  evidences of its  indebtedness or assets or rights or warrants
to  subscribe  for or purchase  any  security  (excluding  those  referred to in
Sections 8(a), (b) and (d)),  then in each such case the Exercise Price shall be
determined by multiplying the Exercise Price in effect  immediately prior to the
record date fixed for  determination  of  stockholders  entitled to receive such
distribution by a fraction of which the denominator  shall be the Exercise Price
determined  as of the record date  mentioned  above,  and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
a nationally  recognized or major  regional  investment  banking firm or firm of
independent  certified public  accountants of recognized  standing (which may be
the firm that  regularly  examines the financial  statements of the Company) (an
"Appraiser")  mutually  selected  in good faith by the  holders of a majority in
interest of the Warrants then  outstanding  and the Company.  Any  determination
made by the Appraiser shall be final.

                  (d)      If, at any time  while this  Warrant is  outstanding,
the Company  shall issue or cause to be issued  rights or warrants to acquire or
otherwise  sell or  distribute  shares of Common  Stock to all holders of Common


                                      -4-
<PAGE>


Stock for a consideration per share less than the Exercise Price then in effect,
then,  forthwith upon such issue or sale, the Exercise Price shall be reduced to
the price  (calculated to the nearest cent) determined by dividing (i) an amount
equal  to the sum of (A) the  number  of  shares  of  Common  Stock  outstanding
immediately  prior to such issue or sale multiplied by the Exercise  Price,  and
(B) the  consideration,  if any, received or receivable by the Company upon such
issue or sale by (ii) the total  number of  shares of Common  Stock  outstanding
immediately after such issue or sale.

                  (e)      For the  purposes  of this  Section 8, the  following
clauses shall also be applicable:

                           (i)      Record Date.  In case the Company shall take
a record of the holders of its Common  Stock for the purpose of  entitling  them
(A) to receive a dividend or other  distribution  payable in Common  Stock or in
securities  convertible or  exchangeable  into shares of Common Stock, or (B) to
subscribe for or purchase Common Stock or securities convertible or exchangeable
into  shares of Common  Stock,  then such  record date shall be deemed to be the
date of the  issue or sale of the  shares of  Common  Stock  deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.

                           (ii)     Treasury  Shares.  The  number  of shares of
Common  Stock  outstanding  at any given time shall not include  shares owned or
held by or for the  account  of the  Company,  and the  disposition  of any such
shares shall be considered an issue or sale of Common Stock.

                  (f)      All  calculations  under this Section 8 shall be made
to the nearest cent or the nearest 1/100th of a share, as the case may be.

                  (g)      If:

                           (i)      the Company shall declare a dividend (or any
                                    other distribution) on its Common Stock; or

                           (ii)     the   Company   shall   declare   a  special
                                    nonrecurring   cash   dividend   on   or   a
                                    redemption of its Common Stock; or

                           (iii)    the Company shall  authorize the granting to
                                    all  holders of the Common  Stock  rights or
                                    warrants to  subscribe  for or purchase  any
                                    shares of  capital  stock of any class or of
                                    any rights; or

                           (iv)     the  approval  of  any  stockholders  of the
                                    Company shall be required in connection with
                                    any  reclassification of the Common Stock of
                                    the Company,  any consolidation or merger to


                                      -5-
<PAGE>


                                    which the  Company  is a party,  any sale or
                                    transfer of all or substantially  all of the
                                    assets  of the  Company,  or any  compulsory
                                    share  exchange  whereby the Common Stock is
                                    converted  into  other  securities,  cash or
                                    property; or

                           (v)      the Company  shall  authorize  the voluntary
                                    dissolution,  liquidation  or  winding up of
                                    the affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 30 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

         9.       Payment of  Exercise  Price.  The Holder may pay the  Exercise
Price in cash, by delivering immediately available funds to the Company.

         10.      Fractional  Shares. The Company shall not be required to issue
or cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant  Shares which shall be issuable  upon the exercise of
this Warrant shall be computed on the basis of the  aggregate  number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 10, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise  Price  multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

         11.      Notices.  Any and  all  notices  or  other  communications  or
deliveries hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile  telephone  number specified in this
Section,  (ii)  the  business  day  following  the date of  mailing,  if sent by
nationally recognized overnight courier service, or (iii) upon actual receipt by
the party to whom such notice is required to be given.  The  addresses  for such
communications  shall be: (1) if to the Company,  to CirTran  Corporation,  4125
South 6000 West, West Valley City, Utah, 84128 or by facsimile to (801) 963-8823
Attention:  Iehab  Hawatmeh,  or (ii) if to the  Holder,  to the  Holder  at the


                                      -6-
<PAGE>


address or  facsimile  number  appearing  on the Warrant  Register or such other
address  or  facsimile  number as the  Holder  may  provide  to the  Company  in
accordance with this Section 11.

         12.      Warrant Agent.

                  (a)      The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant agent.


                  (b)      Any  corporation  into  which the  Company or any new
warrant agent may be merged or any corporation  resulting from any consolidation
to  which  the  Company  or any  new  warrant  agent  shall  be a  party  or any
corporation   to  which  the  Company  or  any  new  warrant   agent   transfers
substantially all of its corporate trust or shareholders services business shall
be a successor  warrant  agent under this  Warrant  without any further act. Any
such  successor  warrant agent shall  promptly cause notice of its succession as
warrant agent to be mailed (by first class mail,  postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.

         13.      Miscellaneous.

                  (a)      This  Warrant  shall be  binding  on and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.  This Warrant may be amended only in writing  signed by the Company and
the Holder.

                  (b)      Subject  to  Section  13(a),  above,  nothing in this
Warrant shall be construed to give to any person or  corporation  other than the
Company and the Holder any legal or equitable right,  remedy or cause under this
Warrant; this Warrant shall be for the sole and exclusive benefit of the Company
and the Holder.

                  (c)      This Warrant  shall be governed by and  construed and
enforced  in  accordance  with the  internal  laws of the State of Utah  without
regard to the principles of conflicts of law thereof.

                  (d)      The headings herein are for convenience  only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (e)      In case  any one or  more of the  provisions  of this
Warrant  shall be invalid or  unenforceable  in any  respect,  the  validity and
enforceability  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonable  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate such substitute provision in this Warrant.


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                            SIGNATURE PAGE FOLLOWS.]




                                      -7-
<PAGE>


         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                 CirTran Corporation



                                 By:    /s/ Iehab Hawatmeh
                                       ------------------------------------

                                 Name:    Iehab Hawatmeh
                                       ------------------------------------

                                 Title:   President
                                       ------------------------------------




































<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To CirTran Corproation:

         In accordance  with the Warrant  enclosed with this Form of Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  [___________]
shares of Common Stock ("Common  Stock"),  $.001 par value per share, of CirTran
Corporation,  and encloses  herewith  $________ in cash or certified or official
bank check or checks,  which sum  represents  the aggregate  Exercise  Price (as
defined in the  Warrant)  for the number of shares of Common Stock to which this
Form of Election to Purchase relates, together with any applicable taxes payable
by the undersigned pursuant to the Warrant.

         The  undersigned  requests that  certificates  for the shares of Common
Stock issuable upon this exercise be issued in the name of

                                                PLEASE INSERT SOCIAL SECURITY OR
                                                TAX IDENTIFICATION NUMBER

                                                ________________________________

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________


________________________________________________________________________________


         If the number of shares of Common  Stock  issuable  upon this  exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed  Warrant,  the undersigned  requests
that a New Warrant (as defined in the Warrant)  evidencing the right to purchase
the shares of Common  Stock not  issuable  pursuant  to the  exercise  evidenced
hereby be issued in the name of and delivered to:

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________


________________________________________________________________________________


Dated: ___________________ ,______              Name of Holder:



                                                (Print)_________________________

                                                (By:)___________________________

                                                (Name:)_________________________

                                                (Title:)________________________

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)









<PAGE>


           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________ shares of Common Stock of CirTran Corporation,
to which the within Warrant  relates and appoints  ________________  attorney to
transfer  said  right on the books of  CirTran  Corporation,  with full power of
substitution in the premises.

Dated:

_______________, ____


                                             ___________________________________
                                             (Signature   must  conform  in  all
                                             respects   to  name  of  holder  as
                                             specified   on  the   face  of  the
                                             Warrant)

                                             ___________________________________
                                             Address of Transferee

                                             ___________________________________

                                             ___________________________________



In the presence of:


___________________________________













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