TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of May 26, 2005, by and between CIRTRAN CORPORATION, a Nevada
corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").

                                    Recitals:

         WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"), a Registration
Rights Agreement (the "Registration Rights Agreement"), an Escrow Agreement (the
"Escrow Agreement"), and a Placement Agent Agreement (the "Placement Agent
Agreement", and collectively with the Standby Equity Distribution Agreement, the
Registration Rights Agreement and the Escrow Agreement, the "Transaction
Documents").

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

1.                Termination. The Transaction Documents, and the respective
                  rights and obligations of the parties therein contained, are
                  hereby terminated in their entirety and therefore, none of the
                  parties to the Transaction Documents shall have any rights or
                  obligations thereunder or with respect to the Transaction
                  Documents, except as provided in Section 2 hereof.

2.                Fees. The Investor (as such term is defined in the Transaction
                  Documents) shall retain any and all fees, including without
                  limitation, the Commitment Fees and Structuring Fees set forth
                  in the Transaction Documents.


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

CIRTRAN CORPORATION                     CORNELL CAPITAL PARTNERS, LP

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