8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):    March 5, 2010                                                                                                                     

CirTran Corporation
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State of Other Jurisdiction of Incorporation)
000-49654	68-0121636
(Commission File Number)	(IRS Employer Identification No.)
4125 South 6000 West, West Valley City, Utah	84128
(Address of Principal Executive Offices)	(Zip Code)
801-963-5112
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Item 1.01              Entry into a Material Definitive Agreement

Entry into Divestiture Agreements

On March 5, 2010, CirTran Corporation, a Nevada corporation (the “Company”), and KATANA ELECTRONICS, LLC, a Utah limited liability company (“KATANA”) entered into certain agreements related to the Company’s divestiture of its legacy electronic manufacturing business (the “Divestiture Agreements”).  The Divestiture Agreements include an Assignment and Assumption Agreement, Sublease Agreement and Equipment Lease.

An overview and summary of the Divestiture Agreements follows.  The summaries of the terms and conditions of the Divestiture Agreements do not purport to be complete, and are qualified in their entirety by reference to the full text of the agreements attached as exhibits hereto.

Assignment and Assumption Agreement

The Assignment and Assumption Agreement, dated March 5, 2010, between the Company and KATANA (the “Assignment Agreement”) sets forth the terms and conditions of the Company’s transfer of its right, title, interest, obligations and duties in, under and to all of the Company’s open and active purchase orders relating to its legacy electronics manufacturing business existing as of March 5, 2010 (the “Purchase Orders”).  In exchange for the assignment of Purchase Orders, KATANA agreed to assume all obligations under and service the Purchase Orders and indemnify the Company from any losses or claims arising from or under the Purchase Orders as of the date of the Assignment Agreement.

The Company made standard representations regarding the ownership and status of the Purchase Orders in connection with the assignment.

Sublease Agreement

In connection with the assignment of the Purchase Orders pursuant to the Assignment Agreement, the Company entered into a Sublease Agreement with KATANA (the “Sublease”).  The Company leases from Don L. Buehner the real property and its improvements located at 4125 South 6000 West, West Valley, Utah, 84128 (the “Premises”).  Pursuant to the terms of the Sublease, the Company will sublease a certain portion of the Premises to KATANA consisting of the warehouse, electronics product manufacturing and assembly area, and office space used as of the close of business on March 4, 2010, for the legacy electronics manufacturing business of the Company.

The term of the Sublease is for two (2) months with automatic renewal periods of one month each.  The base rent under the Sublease is $8,500 per month.  The Sublease contains normal and customary use restrictions, indemnification rights and obligations, default provisions and termination rights.

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Equipment Lease

In connection with the assignment of the Purchase Orders pursuant to the Assignment Agreement, the Company entered into an Equipment Lease with KATANA (the “Equipment Lease”) for the lease of certain machinery and equipment related to the  Company’s divested legacy electronics manufacturing business.

The term of the Equipment Lease is two (2) months with automatic renewal periods of one month each.  The base rent under the Equipment Lease is $1,000 per month.  The Equipment Lease contains normal and customary use restrictions, indemnification rights and obligations, default provisions and termination rights.

As noted above, the foregoing summaries of the terms and conditions of the Divestiture Agreements do not purport to be complete, and are qualified in their entirety by reference to the full text of the agreements attached as exhibits hereto, and which are incorporated herein by reference.

Item 7.01.             Regulation FD Disclosure.

On March 11, 2010, the Company issued a press release announcing the Divestiture Agreements. The press release is attached hereto as Exhibit 99.4 to this Report.

In accordance with General Instruction B.2 of Form 8-K, the information in this section of this Report shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 9.01.             Financial Statements and Exhibits.

(d)           Exhibits.

99.1 Assignment and Assumption Agreement

99.2 Sublease Agreement

99.3 Equipment Lease

99.4 Press Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CirTran Corporation
Date: March 11, 2010	By:  /s/ Iehab Hawatmeh
	Iehab J. Hawatmeh, President

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EX-99.1

Exhibit 99.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2010, by and between CIRTRAN CORPORATION (“Assignor”) and KATANA ELECTRONICS, LLC, a Utah limited liability company (“Assignee”).

RECITALS

A.            Assignor has determined to abandon and terminate its legacy electronics manufacturing business effective March 5, 2010, in favor of pursuing other business activities and opportunities.

B.             Subject to the terms and conditions of this Agreement, Assignor desires to assign and transfer to Assignee all of Assignor’s right, title, interest, obligations and duties in, under and to all of Assignor’s open and active purchase orders relating to its legacy electronics manufacturing business existing as of March 5, 2010, including all parts, materials, and work-in-progress pertaining thereto owned or controlled by Assignor, and all accounts receivable and future revenue arising therefrom (the purchase order contracts for sale of products and related parts, materials, work-in-progress, accounts receivable and future revenue are collectively referred to as the “Purchase Orders”).

C.             Subject to the terms and conditions of this Agreement, Assignee desires to accept such assignment and assume all of Assignor’s right, title, interest, obligations and duties in, under and to the Purchase Orders.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1.             Assignment.  Subject to the terms and conditions of this Agreement, Assignor hereby assigns, conveys and transfers to Assignee all of the Assignor’s right, title, interest, obligations and duties in, under and to the Purchase Orders (the “Assignment”), and in consideration of the Assignment, Assignee is paying to Assignor the sum of $100, which Assignor agrees and acknowledges is full, fair and adequate consideration for the Purchase Orders.

2.             Acceptance and Assumption. Subject to the terms and conditions of this Agreement, Assignee hereby accepts the assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge all of the liabilities of Assignor to be observed, performed, paid or discharged from and after March 5, 2010, in connection with the Purchase Orders.  Assignee hereby releases Assignor from any liability with respect to, and indemnifies and agrees to defend and hold Assignor harmless from and against any and all loss, cost, damage, liability or claim arising out of or relating to, the Assignee’s ownership of, or performance under, the Purchase Orders from and after the date of this Agreement.  Assignor hereby releases Assignee from any liability with respect to, and indemnifies and agrees to defend and hold Assignee harmless from and against any and all loss, cost, damage, liability or claim arising out of or relating to, the Assignor’s ownership of, or performance under, the Purchase Orders prior to the Assignment.  The foregoing indemnity obligations of the parties shall survive the completion of the Assignment contemplated hereby.

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3.             Representations of Assignor.  Except as may be set forth in this Agreement, Assignor represents and warrants that (a) it owns and has good title to the Purchase Orders, (b) it possesses all rights and authority necessary to assign the Purchase Orders to Assignee, and (c) except as set forth herein, there has been no assignment or other transfer of any part or all of any interest of any or all of Assignor’s interests in the Purchase Orders.

4.             Further Actions.  Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement.

5.             Miscellaneous.

(a)           Successors and Assigns.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

(b)           Severability.  If any part of any provision of this Agreement is invalid or unenforceable under applicable law, the provision shall be ineffective only to the extent of such invalidity or unenforceability without in any way affecting the remaining parts of the provision or this Agreement.

(c)           Amendment.  No supplement, modification, waiver, or termination of this Agreement or any provisions hereof shall be binding unless executed in writing by all parties hereto.  No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

(d)           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(e)           Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Utah, without respect to the provisions concerning the conflict of laws which would otherwise result in the application of the substantive law of another jurisdiction.

(f)           Attorneys’ Fees.  In the event of any suit, action, or proceeding brought by any party for a breach of any term hereof, or to enforce any provision hereof, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to court costs and other expenses of litigation in said action or proceeding.  For purposes of this Agreement, “prevailing party” includes, without limitation, a party who agrees to dismiss an action or proceeding upon the other’s payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought.

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, each of Assignor and Assignee has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first set forth above.

ASSIGNOR:

CIRTRAN CORPORATION

By:  _____________________________________

Name:  Iehab Hawatmeh

Title:  President

ASSIGNEE:

KATANA ELECTRONICS, LLC

a Utah limited liability company

By:  _____________________________________

Name:  Shaher Hawatmeh

Title:  Manager

SIGNATURE PAGE

TO THE

ASSIGNMENT AND ASSUMPTION

EX-99.2

Exhibit 99.2

SUBLEASE AGREEMENT

This Sublease Agreement (this “Agreement”) is made and entered into this 5th day of March, 2010, by and between CIRTRAN CORPORATION (“Sublessor”) and Katana Electronics, LLC, a Utah limited liability company (“Sublessee”).

R E C I T A L S

A.            Sublessor is leasing from Don L. Buehner certain real property and improvements located at 4125 South 6000 West, West Valley, Utah 84128, as more particularly described in that certain Lease dated as of May 4, 2007 (the “ Prime Lease”).

B.            Sublessee desires to sublease a portion of the premises described in the Prime Lease upon the terms and conditions set forth in this Agreement.  Any references in this Agreement to “lease” shall mean the sublease of the Premises (as hereinafter defined) by Sublessor to Sublessee pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Sublessor and Sublessee incorporate the above Recitals herein and agree as follows:

1.             Premises.  Sublessor hereby leases to Sublessee, and Sublessee hereby leases from Sublessor, that portion of the premises under the Prime Lease consisting of the certain warehouse, electronics product manufacturing and assembly area, and office space used as of the close of business on March 4, 2010 for the legacy electronics manufacturing business of the Sublessor (the “Premises”).

2.             Term.  The term of this Agreement, and Sublessee’s leasehold interest in and to the Premises, shall be for a period commencing on March 5, 2010 and ending on April 30, 2010 (the “Initial Term”).  Upon termination of the Initial Period, this Agreement shall automatically renew on a month-to-month basis (the “Renewal Terms”) unless terminated by either party by delivering written notice to the other party at least twenty (20) days prior to the end of the then existing term.  The Renewal Terms, if any, together with the Initial Term are collectively referred to hereinafter as the “Term”.  Notwithstanding anything in this Agreement to the contrary, this Agreement and the term of the lease granted herein shall automatically terminate simultaneously with the termination of the Prime Lease.

3.             Base Rent.

(a)           Base Rent.  Sublessee shall pay Sublessor a base rent of Eight Thousand Five Hundred Dollars ($8,500) per month during the Term, payable in arrears on the last day of each calendar month.  The base rent includes Five Thousand Dollars ($5,000) for use and occupancy of not less than 19,000 square feet of warehouse (provided that Sublessor may still use such warehouse space for storage so long as such use does not impede Sublessee’s ability to conduct its business), electronics product manufacturing and assembly area, and office space in the Premises, and Three Thousand Five Hundred Dollars ($3,500) as a fixed fee for all utilities, taxes, maintenance, and other costs and expenses of operating and maintaining the Premises occupied by Sublessee.

(b)           Payment of Base Rent.  Sublessee agrees to pay the base rent to Sublessor at such place as Sublessor may designate, without prior demand therefor and without any deduction or setoff whatsoever (all of which are hereby waived by Sublessee).

4.            Use; Construction of Improvements.  Sublessee shall use and occupy the Premises solely for uses consistent with its ordinary business operations related to conducting the business of manufacturing and distributing electronic products.  Sublessee shall not use or permit the Premises to be used for any other purpose or purposes without the prior written consent of Sublessor, nor shall Sublessee suffer or permit the Premises or any part thereof to be used in any manner, or anything to be done therein, or suffer or permit anything to be brought into or kept on the Premises which would in any way (i) violate any law or requirement of public authorities; (ii) unreasonably interfere with the normal operations of Sublessor with respect to the remaining portion of the premises being leased by Sublessor under the Prime Lease; (iii) constitute a public or private nuisance; or (iv) be prohibited by the Prime Lease.

5.            Insurance.  Sublessee shall keep in force, at its sole cost, such insurance with respect to the Premises subleased by Sublessee as it deems necessary and as is consistent with a prudent sublessee, including, without limitation, adequate insurance for Sublessee’s personal property located at the Premises.

6.            Assignment and Sublease.  Sublessee may not assign, transfer, mortgage, hypothecate, or sublease, in whole or in part, its interest in this Agreement or the leasehold estate, or permit the Premises to be used or occupied by any other person, firm, or corporation, without having first received the written consent of Sublessor to do so in each instance, which may be withheld in Sublessor’s sole discretion.

7.            Holding Over.  If Sublessee is in possession of the Premises after the expiration of this Agreement, or any extension thereof, such holding over shall not be deemed to extend the term or renew this Agreement but such tenancy shall continue on a month-to-month basis and upon all of the applicable terms and conditions of the Lease Agreement until terminated by either party giving the other thirty (30) days’ written notice designating the date of termination; provided, however, base rent after the expiration of this Agreement shall increase to 110% of the base rent in effect immediately prior to the termination.

8.            Termination.  Upon the expiration of the Term, Sublessee agrees to return the Premises to Sublessor in the same condition as received, except for such changes in condition as may be caused by normal and ordinary wear and tear.

9.            Default.  The occurrence of any of the following events shall constitute a default hereunder:

(a)           Sublessee fails to pay any rental or any other sum due hereunder within ten (10) days after the same shall be due.

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(b)           Sublessee fails to perform any other term, condition, or covenant to be performed by it pursuant to this Agreement within thirty (30) days after written notice of such default shall have been given by Sublessor.

(c)           Sublessee or any guarantor of this Agreement becomes bankrupt or insolvent, or files any bankruptcy or debtor proceedings, or has taken against such party in any court a petition in bankruptcy, insolvency, reorganization, or similar proceedings.

Upon the occurrence of an event of default, Sublessor shall have the right to exercise all remedies available at law or equity, including immediate termination of this Agreement.

10.           Notices.  Any notice which is required or permitted to be given under the provisions of this Agreement may be given in person or by depositing the same in the United States mail, postage prepaid, and certified or registered, addressed to the Sublessor or Sublessee, as the case may be, at the addresses indicated in the first paragraph of this Agreement or subsequent addresses, notice of which is given in writing, and such notice shall be effective as of the time of mailing.

11.           Paragraph Heading.  The paragraph headings are inserted only for convenience and are in no way to be construed as part of such paragraphs or as a limitation on the scope of the particular paragraph to which they refer.

12.           Compliance with Terms of Prime Lease.  Sublessor shall maintain and keep effective the Prime Lease during the Term.  Sublessee shall comply with all terms and conditions imposed on Sublessee under the Prime Lease as they relate or pertain to Sublessee’s sublease and use of the Premises.  Sublessee shall not do or take any action that constitutes a default under the Prime Lease.  Sublessor may modify, renew, alter, extend, or otherwise amend the Prime Lease upon such terms and conditions as it deems reasonable or appropriate, and may do so without the consent of Sublessee.

13.           Indemnity.  Sublessee shall indemnify, defend and hold harmless Sublessor and Sublessor’s employees and agents from and against all demands, claims, causes of action, judgments, losses, damages, liabilities, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising from the occupancy or use of the Premises or any common areas used with Sublessor by Sublessee or Sublessee’s occupants, employees, customers, invitees, or licensees, or arising from the violation by Sublessee of its covenants, duties, obligations under this Agreement.  Notwithstanding the foregoing, Sublessee shall not be obligated to indemnify, defend, or hold harmless Sublessor and its employees or agents from any matter or claim arising from their gross negligence or willful misconduct.  Sublessor shall indemnify, defend and hold harmless Sublessee and Sublessee’s employees and agents from and against all demands, claims, causes of action, judgments, losses, damages, liabilities, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees arising from the occupancy or use of the Premises or any common areas used with Sublessee by Sublessor or Sublessor’s occupants, employees, customers, invitees, or licensees, or arising from the violation by Sublessor of its covenants, duties, or obligations under this Agreement.  Notwithstanding the foregoing, Sublessor shall not be obligated to indemnify, defend, or hold harmless Sublessee and its employees or agents from any matter or claim arising from their gross negligence or willful misconduct.

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14.           Entire Agreement.  This Agreement contains the entire agreement between the parties and any executory agreement hereafter made between the parties shall be ineffective to waive, modify, change, release, discharge, terminate or effect an abandonment of this Agreement, in whole or in part, unless such executory agreement is in writing, and signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or the effecting of an abandonment is sought.

17.           Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Utah, without respect to the provisions concerning the conflict of laws which would otherwise result in the application of the substantive law of another jurisdiction.

18.           Attorneys’ Fees.  In the event of any suit, action, or proceeding brought by any party for a breach of any term hereof, or to enforce any provision hereof, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to court costs and other expenses of litigation in said action or proceeding.  For purposes of this Agreement, “prevailing party” includes, without limitation, a party who agrees to dismiss an action or proceeding upon the other’s payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

SUBLESSOR:	CIRTRAN CORPORATION
	By:  _____________________________________
	Name:  Iehab Hawatmeh
	Title:  President
SUBLESSEE:	KATANA ELECTRONICS, LLC
	a Utah limited liability company
	By:  _____________________________________
	Name:  Shaher Hawatmeh
	Title:  Manager

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EX-99.3

Exhibit 99.3

EQUIPMENT LEASE

This Equipment Lease (this “Lease”) is made and entered into this 5th day of March, 2010 by and between CIRTRAN CORPORATION (“Lessor”), and KATANA ELECTRONICS, LLC, a Utah limited liability company (“Lessee”).

RECITALS

A.          Lessor owns (or has the legal right to use) all the equipment, machinery and furniture used in connection with electronic assembly, cabling and harnessing attached hereto as Exhibit A (the “Equipment”).

B.           Subject to the terms and conditions of this Lease, Lessor desires to lease to and provide possession to Lessee of the Equipment for Lessee to use in connection with its business.

C.           Subject to the terms and conditions of this Lease, Lessee desires to lease and take possession of the Equipment for use in its business.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1.           Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the Equipment.

2.           Lease Term. The term of this Agreement, shall be for a period commencing on March 1, 2010 and ending on April 30, 2010 (the “Initial Term”).  Upon termination of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (the “Renewal Terms”) unless terminated by either party by delivering written notice to the other party at least thirty (30) days prior to the end of the then existing term.  The Renewal Terms, if any, together with the Initial Term are collectively referred to hereinafter as the “Term”.

3.           Lease Payments.  In consideration for the leasing of the Equipment, Lessee shall pay Lessor a lease payment of One Thousand Dollars ($1,000) per month during the Term, payable in arrears on the last day of each calendar month.

4.           Condition of the Equipment. Lessor and Lessee have examined the Equipment and stipulate, represent and warrant that the Equipment is, at the date of this Lease, in good repair, and that no representation as to the condition or repairs thereof have been made by Lessor prior to at the execution of this Lease that are not herein expressed or endorsed herein.

5.           Alterations and Improvements.  Lessee shall make no alterations, additions, or improvements to the Equipment without the prior written consent of the Lessor. All alterations and additions shall remain as part of the Equipment unless Lessor shall otherwise elect.

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6.           Use and Preservation of the Equipment. Lessee shall use the Equipment solely for the purpose of conducting its electronic assembly, cabling and harnessing business and shall not allow any other use.  Lessee shall use the Equipment in a careful and proper manner, shall comply with all applicable laws and regulations in the conduct of its business, and shall maintain the Equipment in good repair and condition.  Lessee agrees that the Equipment will be returned to Lessor at the end of the Term in the same appearance and condition as when received, ordinary wear and tear excepted, by making the Equipment available at Lessee’s business location during normal business hours for Lessor to pick-up at Lessor’s expense.  Any Equipment not picked-up, or for which pick-up arrangement have not been made, within thirty (30) days following the end of the Term shall be deemed, without any further action of the Lessor, to be abandoned, and conveyed and assigned, to Lessee without any consideration being paid to Lessor.

7.           No Assignment or Subletting.  Lessee shall not sublet the Equipment or any part thereof or assign this Lease without the prior written approval of the Lessor, which approval shall not be unreasonably withheld.

8.           Insurance.  Lessee shall be responsible for insuring the Equipment and carrying liability insurance and shall name Lessor as an additional insured on any such policy.

9.           Default.  If Lessee is in default under any of the material terms of this Lease, Lessor shall give Lessee five (5) days written notice (a “Default Notice”) to cure such default, which Default Notice is intended to be a waiver of any statutory requirement for notice.  If Lessee fails to cure the default within five (5) days (the “Cure Period”) from the Default Notice, Lessor may, at Lessor’s option, declare the entire balance of lease payments hereunder to be immediately due and payable and may exercise any and all rights and remedies available to Lessor at law or in equity or may immediately terminate this Lease.

10.         Notices.  In the event notice is required by the terms of this Lease Agreement, it shall be in writing and shall be deemed delivered: (a) two (2) days after sent by United States certified mail, return receipt requested; or (b) the same day notice is sent by electronic facsimile transmission if made by 5:00 p.m local time or one day after being sent by facsimile transmission if made after 5:00 p.m

11.         Damage or Destruction.  If the Equipment is damaged or destroyed, Lessor shall have no obligation under this Lease or otherwise, to repair or replace it, and as to any portion of the Equipment that is damaged or destroyed, this Lease shall automatically terminate.

12.         Lessor’s Right of Inspection.  At all times during Lessee's business hours, Lessor shall have the right to enter the premises where the Equipment is located for the purpose of inspecting the Equipment.

13.         UCC Filing.  Lessee hereby authorizes Lessor to file a UCC-1 or other appropriate form with the Utah Department of Commerce in order to protect Lessor’s interest in the Equipment.

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14.         Indemnity.  Lessee shall protect, defend, indemnify and hold harmless Lessor from any and all liability, damages, liabilities, claims, proceedings, actions, demands and costs (including reasonable attorneys’ fees) resulting, directly or indirectly, from Lessee’s use of the Equipment in the operation of its business.

15.         Limitation of Warranties.  LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS AND THAT LESSEE ACCEPTS THE EQUIPMENT “AS IS” AND “WITH ALL FAULTS.”  Lessor shall not be liable to Lessee for any liability, loss, or damage caused directly or indirectly by the Equipment, by any inadequacy thereof or defect therein, or by any incident in connection therewith.

16.         Binding Effect. The terms and conditions of this Lease Agreement shall extend to and be binding upon the parties hereto, and the heirs, executors, legal representatives, successors and assigns of the parties hereto.  This Agreement contains the entire agreement between the parties and any executory agreement hereafter made between the parties shall be ineffective to waive, modify, change, release, discharge, terminate or effect an abandonment of this Agreement, in whole or in part, unless such executory agreement is in writing, and signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or the effecting of an abandonment is sought.

17.         Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Utah.

18.         Attorneys’ Fees.  In the event of any suit, action, or proceeding brought by any party for a breach of any term hereof, or to enforce any provision hereof, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to court costs and other expenses of litigation in said action or proceeding.  For purposes of this Agreement, “prevailing party” includes, without limitation, a party who agrees to dismiss an action or proceeding upon the other’s payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought.

19.         Severability.  If any provision of this Lease Agreement shall be held invalid and unenforceable, the remaining provisions shall, nevertheless, remain unaffected and continue in full force and effect as valid and enforceable.

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the date first above written.

“LESSOR”

CIRTRAN CORPORATION

By:  _____________________________________

Name:  Iehab Hawatmeh

Title:  President

“LESSEE”

KATANA ELECTRONICS, LLC

a Utah limited liability company

By:  _____________________________________

Name:  Shaher Hawatmeh

Title:  Manager

SIGNATURE PAGE

TO THE EQUIPMENT LEASE

EXHIBIT A

EQUIPMENT

SMT
	LINE 1	SCREENPRINTER	MPM	SP200	SP-1
		GLUE MACH	FUJI	GL
		PICK-N-PLACE	FUJI	CPIII	CP-1
		WASH	VITRONICS
		CONVEYORS	QTY: 2
	LINE 2	SCREENPRINTER	MPM	SPM/AV
		PICK-N-PLACE	FUJI	CPIII	CP-3
		PICK-N-PLACE	TYCO/QUAD	QSP-2 PLUS
		OVEN	VITRONICS	UNITHERM SMR-800 (8 HEAT & 2 COOL)
		CONVEYORS	QTY: 1
	LINE 3
		PICK-N-PLACE	FUJI	IP
	MISC	X-RAY	INSITE
		DRYING OVEN	VWR	1370F (SUBSIDIARY OF UNIVAR)
		MICROSCOPE	QTY: 4 (ENTIRE FLOOR)
		SOLDER IRON	QTY: 4
		DESKS	QTY: 4
		FILE CABINETS	QTY: 2
		SHELF	QTY: 4
		SCREEN RACK	QTY: 4
		ROLLER RACK	48X18	QTY: 1
			36X18	QTY: 1
		TABLE	72X36	QTY: 3
			72X30	QTY: 5
			48X30	QTY: 2
			60X30	QTY: 1
			24X24	QTY: 3
THRU-HOLE
		TABLE	96X36	QTY: 10
			72X36	QTY: 6
			48X30	QTY: 15
			72X30	QTY: 1
			60X30	QTY: 1
		DESK	QTY: 2
		FILE CABINET	QTY: 8
		CABINET	QTY: 1
		SHELF	QTY: 6
		ROLLER RACK	48X18	QTY: 3
			36X18	QTY: 3
		SLIDELINE	20FT X 6FT	4 STATION ON EACH SIDE

A-1

		AXIAL PREP	MANUAL
		IC	SEMI POWERED
		SOLDER IRON	QTY: 13
CABLE
		TABLE	96X36	QTY: 9
			72X30	QTY: 5
			60X30	QTY: 2
			120X36	QTY: 1
			54X30	QTY: 1
			4X30	QTY: 1
			60X36	QTY: 32
			72X36	QTY: 2
		EPOXY GUN (PNEUMATIC)	QTY: 1
		BARRELL TILT (MANUAL)	QTY: 2
		DESK	QTY: 2
		FILE CABINET	QTY: 2
		SHELF	QTY: 14
		PALLET RACK	QTY: 4
		WORK BENCH/TABLE	20FT X 5FT	4 STATION ON EACH SIDE
		CART/RACK (TO HOLD WIRE)	QTY: 4
		ROLLER RACK	48X18	QTY: 6
		SOLDER IRON	QTY: 12
	INJECTION MACHINE
		ROTARY TABLE INJECTION	QTY: 1
		MORGAN, VERTICLE	QTY: 1
		NEWBURY, SHUTTLE	QTY: 1
	PINNING MACHINE
		SCHLENUGER	UNICRIMP 200	QTY: 1
		SCHLENUGER	UNICRIMP 200	QTY: 1
		AMP	GTM	QTY: 1
		MOLEX	TM 40	QTY: 1
	STRIPPING MACHINE, WIRE
		SCHLEUNIGER	2015	QTY: 2
		SCHLEUNIGER	JS 8300	QTY: 1
	CUTTING/STRIPPING MACHINE
		SCHLEUNIGER	PS 9500	QTY: 1
	FIBER OPTIC
		SCHLEUNIGER	OC 3950	QTY: 1
		SCHLEUNIGER	CP 1250	QTY: 1
	PRE-FEEDER
		SCHLEUNIGER	1100	QTY: 1
		SCHLEUNIGER	2000	QTY: 1
TEST
	WIRE TESTER
		CIRRIS	1100H+
		CIRRIS	1100H+
		CIRRIS	1100H+
		CIRRIS	1000
		CIRRIS	2000

A-2

	TABLE	96X36	QTY: 8
		60X36	QTY: 5
		72X36	QTY: 1
	FILE CABINET		QTY: 2
	CABINET		QTY: 2
	SHELF		QTY: 3
	SOLDER IRON		QTY: 4
WAVE SOLDER
	STRECKFESS		10FT X 5FT
	WASH	VITRONICS	15FT X 18IN CONVEYOR
	OVEN	GRIEVE	6FT X 42IN
	TABLE	48X30	QTY: 2
	RACK/SHELF		QTY: 4
STOCK ROOM/SHIP/RECV
	DESK	QTY: 7
	TABLE	96X36	QTY: 1
		36X24	QTY: 2
		60X30	QTY: 2
	FILE CABINET		QTY: 8
	SHELF
		PALLET RACK	QTY: 13
		36W X 24D X 96H	QTY: 104
		48W X 24D X 96H	QTY: 1
		48W X 24D X 84H	QTY: 18
		96W X 30D X 84H	QTY: 1
		48W X 24D X 72H	QTY: 3
		48W X 18D X 72H	QTY: 5
DOC CONTRL
	FILE CABINET		QTY: 7
	DESK		QTY: 2
QC
	FILE CABINET		QTY: 4
	DESK		QTY: 1
	TABLE	60X30	QTY: 30
		48X30	QTY: 1
	SHELF		QTY: 6
		SHORT	QTY:6
FLOOR
	WORK BENCH
		60X30	QTY: 3
AIR COMPRESSOR
	GARDNER/DENVER
		EBHQJC              1996	QTY: 1
OFFICE FURNITURE
	SHAHER'S ENTIRE OFFICE SETTING
		DESK	QTY: 1
		SMALL CABINET	QTY: 1

A-3

		WALL UNIT	QTY: 1
		COUCH	QTY: 1
		LOVE SEAT	QTY: 1
		CHAIR	QTY: 3
		TABLE	QTY: 1
		GLOBE	QTY: 1
		COMPUTER	QTY: 1
		PRINTER	QTY: 1
		PLANT	QTY:
		WALL DECORATION, MISC	QTY:
		TABLE AND WALL UNIT DECORATIONS, MISC		QTY:
	BOB/EARL'S ENTIRE OFFICE SETTING
		DESK	QTY: 4
		FILE CABINET	QTY: 10
		CHAIR	QTY: 10
		TABLE	QTY: 1
		BOOKSHELF	QTY: 2
	MALCOLM'S ENTIER OFFICE SETTING
		DESK	QTY: 2
		FILE CABINET	QTY: 4
		CHAIR	QTY: 5
		BOOKSHELF	QTY: 2
		CREDENSA	QTY: 1
MAINTENANCE
	ALL MAINTENANCE SUPPIES AND TOOLS
		SPARE EQUIPMENT PARTS, DESKS, TABLES, CABINETS, TOOLBOXES, TOOLS ETC.
WATER FILTRATION SYSTEM
		STORAGE TANK	QTY: 1
		RO FILTER	QTY: 9
		PUMP	QTY: 2
		ACCUMULATOR	QTY: 1
		CONTROLLER	QTY: 1
		WATER SOFTENER	QTY: 1
LOCKERS, EMPLOYEE
		6H X 3W	QTY: 5
		5H X 3W	QTY: 3

A-4

EX-99.4

Exhibit 99.4

For Immediate Release

Company Contact:

Iehab J. Hawatmeh

CirTran Corporation

+(801) 963-5112

iehab@CirTran.com

The ‘New CirTran’ Will Focus on Areas of Growth and Profitability

SALT LAKE CITY, March 12, 2010 -- CirTran Corporation (OTCBB: CIRC) said today that it has successfully transferred its rights and responsibilities to CirTran’s open and active purchase orders relating to its legacy electronics contract manufacturing business to new owners who will lease equipment and space, allowing a slimmed-down CirTran to  focus on areas of growth and profitability.

Iehab J. Hawatmeh, CirTran’s president and CEO, said the company will concentrate its “energy, resources and efforts on areas of major growth and maximum profit potential. The ‘new CirTran’,” he said, “will benefit from having shed the burden of financing and housing our contract manufacturing business in the U.S. while we look to grow elsewhere.”

Mr. Hawatmeh said that CirTran,transferred its rights and responsibilities to the open and active purchase orders relating to its legacy contract manufacturing business to Katana Electronics, LLC, a Utah limited liability company.  Katana is headed by Shaher Hawatmeh, the previous COO of CirTran from 1995 until forming the new company.

CirTran’s Hawatmeh said Katana has leased some 19,000-square feet of manufacturing space as well as electronic equipment. In addition, he said Katana is retaining CirTran employees who worked in the contract manufacturing area, calling it “a seamless transition for one and all.”

“With this strategic move, CirTran will reduce costs dramatically while generating revenue as a landlord and by leasing equipment,” Mr. Hawatmeh said.  “Along with an immediate expected positive impact on our bottom line, the new CirTran will be better able to focus on areas where we are and can be most successful.”

‘Growing What is Already Growing’

CirTran, Mr. Hawatmeh said, will channel its energies “on growing what is already growing,” citing in particular the company’s Playboy Energy Drink product line, consumer products manufactured by CirTran-Asia, and its efforts to develop and expand its mass merchant retail channels in the U.S.

Playboy Energy Drink is manufactured and distributed by CirTran Beverage Corp. on behalf of Play Beverages, LLC, a licensee of Playboy Enterprises International, Inc., in conjunction with CirTran Beverage Corporation, a wholly owned subsidiary of CirTran. Launchedthrough test marketing campaigns in late 2007, Playboy Energy Drink is available in 8.4- and 16-ounce sizes in both regular and sugar free, and is available at bars, restaurants and retail stores in the U.S. as well as in 11 countries in Europe and the Middle East.

In addition to expanding beverage sales, CirTran will focus on gaining contract to manufacture high-volume electronics, fitness equipment and householdproducts for the multi-billion dollar sold-on-TV/direct response and online markets.  Mr. Hawatmeh said that the company will also “work to leverage its relationships with major international retailers to bring a mix of CirTran products to shelves in the U.S. and around the world.”

About CirTran Corporation

Founded in 1993, CirTran Corporation (www.CirTran.com) has evolved from its roots as an international, full-service contract manufacturer. Today, CirTran’s operations include: CirTran Beverage, which has partnered with Play Beverages, LLC to introduce and distribute the Playboy Energy Drink; CirTran-Asia, a subsidiary with principal offices in ShenZhen, China, which manufactures high-volume electronics, fitness equipment, and household products for the multi-billion-dollar direct response industry, and CirTran Online, which offers products directly to consumers through major retail web sites.

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement.  CirTran disclaims any obligation or intention to update any forward-looking statement.

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