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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 May 26, 2005 by and among CIRTRAN  CORP., a
Nevada   corporation   (the  "Company")  and  HIGHGATE  HOUSE  FUNDS,  LTD  (the
"Investor").

                                    Recitals:
                                    ---------

         WHEREAS, on or about May 26, 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 Three
Million Seven Hundred Fifty Thousand Dollars ($3,750,000) 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(b) of the  Agreement is hereby  amended and restated
                  in its entirety to read as follows:


                           "(b)   Effectiveness  of  the  Initial   Registration
                  Statement.  The Company shall use its best efforts (i) to have
                  the Initial  Registration  Statement declared effective by the
                  SEC by August 31, 2006 (the "Scheduled  Effective  Deadline"),
                  and (ii) to ensure that the Initial Registration Statement and
                  any subsequent  Registration Statement remains in effect until
                  all of the Registrable  Securities have been sold,  subject to
                  the terms and conditions of this Agreement.  The Investors may
                  declare that an event of default has occurred hereunder if the
                  Initial  Registration  Statement is not filed by the Scheduled
                  Filing  Deadline or not declared  effective  by the  Scheduled
                  Effective Deadline."



                     [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.                                  HIGHGATE HOUSE FUNDS, LTD



By:      /s/                                   By:      /s/
   ------------------------------                 ------------------------------
Name:    Iehab J. Hawatmeh                     Name:    Mark A. Angelo
Title:   President & CEO                       Title:   Portfolio Manager




















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