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            AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
            ---------------------------------------------------------

         THIS  AMENDMENT  NO.2  (the  "Amendment")  is  made  and  entered  into
effective as of August 10, 2006, to that certain  Investor  Registration  Rights
Agreement (the "Agreement")  dated December 30, 2005 by and among CIRTRAN CORP.,
a Nevada  corporation  (the  "Company") and CORNELL  CAPITAL  PARTNERS,  LP (the
"Investor").

                                    Recitals:
                                    ---------

         WHEREAS,  on or about  December 30, 2005,  the Company and the Investor
entered into a series of financing  agreements  (the  "Transaction  Documents"),
including, without limitation the Securities Purchase Agreement, the convertible
debentures  issued thereto,  and the Agreement (as defined herein),  pursuant to
which,  among  other  things,  the  Investor  agreed to advance  the Company the
aggregate of One Million Five Hundred Thousand  Dollars  ($1,500,000) of secured
convertible debentures;

         WHEREAS,  the parties  hereto  desire to amend the  Agreement to extend
certain deadlines contained therein; and

         WHEREAS, all terms in the Agreement, except as modified herein, and the
terms  contained in the  Transaction  Documents,  shall remain in full force and
effect.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises,  conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:

         1.       The  foregoing  recitals  are  hereby  incorporated  herein by
                  reference and  acknowledged as true and correct by the parties
                  hereto.

         2.       Section 2(a) of the  Agreement is hereby  amended and restated
                  in its entirety to read as follows:


                           "(a)  Subject  to the  terms and  conditions  of this
                  Agreement, the Company shall prepare and file with the SEC, no
                  later than October 15, 2006 (the "Scheduled Filing Deadline"),
                  a  registration  statement  on Form  S-1 or SB-2  (or,  if the
                  Company is then eligible, on Form S-3) under the 1933 Act (the
                  "Initial Registration Statement") for the registration for the
                  resale by all Investors who purchased  Convertible  Debentures
                  pursuant  to  the  Securities  Purchase  Agreement  32,608,696
                  shares of Common  Stock to be issued  upon  conversion  of the
                  Convertible  Debentures  issued  pursuant  to  the  Securities
                  Purchase Agreement as well as ten million (10,000,000) Warrant
                  Shares.  The  Company  shall  cause the  Initial  Registration
                  Statement  to remain  effective  until all of the  Registrable
                  Securities  have  been  sold.  Prior  to  the  filing  of  the
                  Registration Statement with the SEC, the Company shall furnish
                  a copy of the Initial Registration  Statement to the Investors
                  for their  review and comment.  The  Investors  shall  furnish
                  comments on the Initial Registration  Statement to the Company
                  within  twenty-four (24) hours of the receipt thereof from the
                  Company."


                     [SIGNATURE PAGES TO IMMEDIATELY FOLLOW]

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         IN  WITNESS  WHEREOF,  the  parties  have  signed  and  delivered  this
Amendment Agreement on the date first set forth above.

CIRTRAN CORP.                                 CORNELL CAPITAL PARTNERS, LP

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






























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