EXCLUSIVE MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT

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EXCLUSIVE MANUFACTURING, MARKETING

AND DISTRIBUTION AGREEMENT

THIS EXCLUSIVE MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT (the

"Agreement") is made and entered into this 25th day of May, 2007 ("Effective

Date") by and between CIRTRAN BEVERAGE CORP., a Utah corporation ("CBC"), and

PLAY BEVERAGES, LLC, a Delaware limited liability company ("PlayBev").

RECITALS

A. PlayBev is engaged in the business of marketing and distributing

beverages, including energy drinks and flavored water beverages, and related

merchandise with the Playboy and rabbit head logo (the "Products") pursuant to a

license agreement ("License Agreement") from Playboy Enterprises, Inc.

("Playboy").

B. CBC has been formed by CirTran Corporation, a Nevada corporation

("CirTran"), to arrange for the manufacture, marketing and distribution of the

Products through various distribution channels, including traditional retail

channels as well as catalogs, internet, live shopping and other channels.

C. PlayBev desires to grant to CBC the exclusive rights during the term

of this Agreement to manufacture, market, distribute and sell the Products

through all distribution channels (herein the "Purpose") in the United States.

D. The parties desire to set forth their agreements in writing.

NOW THEREFORE, in consideration of the mutual covenants and conditions

contained herein and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, and intending to be legally bound,

the parties agree as follows:

1. Manufacturing.

(a) Subject to all of the terms and conditions of the License

Agreement, CBC shall be the exclusive master manufacturer for all Products for

PlayBev to be sold in the Territory, as defined below. If and to the extent that

CBC does not perform the actual manufacturing itself, CBC will select and

contract with vendors and subcontractors (a "Vendor") to manufacture the

Products as described below and will provide overall quality control, logistics,

management and administrative duties with respect to manufacturing as needed.

PlayBev will not cause or permit any Product not manufactured by or under the

supervision of CBC to be imported, sold or distributed in the Territory.

(b) The initial Products consist of an energy drink (tentatively called

"Playboy Pure Energy Drink") and flavored or unflavored water beverage

(tentatively called "Playboy Water" or "Playboy H2O") (the "Initial Products").

The parties have determined that Vendors will be required for the following

functions relating to the Initial Products: (i) identification of key regional

bottlers, (ii) finalization of Product formulation and production of sample /

prototype Initial Products, (iii) production of prototype Initial Product

packaging and bottling and conversion to production line packaging and bottling,

(iv) supply chain management, and (v) subcontractor to identify and coordinate

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with Vendors under clauses (i) through (iv). PlayBev and, to the extent provided

in the License Agreement, Playboy, shall have the right to approve all of such

Vendors, which approval will not be unreasonably withheld or delayed. PlayBev

may suggest entities or groups to serve as Vendor in any such capacity, and CBC

will consider such suggestions in good faith. CBC will contract directly with

the Vendors and on such pricing and payment terms as shall be negotiated

directly between CBC and the Vendors. If and when CBC determines in its

reasonable judgment that additional or different Vendors are required or

desirable, it shall engage such additional Vendors, subject in each case to

PlayBev's approval, which approval will not be unreasonably withheld or delayed.

CBC may engage its affiliates as Vendors, subject to the approval conditions

described herein.

(c) As additional Products are developed, the parties shall similarly

identify the Vendors which are required and CBC will engage the Vendors subject

to PlayBev's approval.

(d) CBC shall engage directly with all distributors (other than

CBC/ASM) and customers as the vendor of record and negotiate all payment terms

directly. As vendor of record, all payments for the Product will be made

directly to CBC. All pricing terms shall be approved by PlayBev in advance in

writing, which approval shall not be unreasonably withheld or delayed.

(e) PlayBev will use its best efforts to have CBC and, to the extent

required, its Vendors approved as manufacturers under the Playboy license. If a

Vendor is required to be approved but Playboy does not approve the Vendor, CBC

will engage an alternative Vendor, subject to PlayBev's approval as set forth

above. If CBC is not approved by Playboy, then notwithstanding Sections 1 (a)

through (d) above, (i) the Vendors will contract directly with PlayBev, rather

than CBC, and CBC shall assign to PlayBev any then-existing contracts with the

Vendors, (ii) the roles of CBC and PlayBev in selecting and approving Vendors

described in Sections 1(b) and (c) shall be reversed, (iii) CBC shall remain as

the vendor of record to customers and distributors, and (iv) CBC shall supervise

the manufacturers and other Vendors approved by Playboy.

(f) CBC will be compensated for its services pursuant to this Section 1

as described in Section 3.

2. Distribution, Sales and Marketing.

(a) Subject to the terms and conditions of the License Agreement, CBC

shall be the exclusive master distributor for PlayBev for all Products to be

sold in the Territory, as defined below. CBC shall engage American Sales and

Merchandising, LLC, a Maine limited liability company ("ASM"), as a

subcontractor to provide distribution and marketing plans in the Territory and

other services for distributing the Products, including, but not limited to, all

sales and marketing for all wholesale and retail sales, packaging, distribution

in the Territory, on-premise and off-premise distribution, product designs, and

merchandise displays. CBC will enter into a mutually agreed upon agreement

directly with ASM (the "ASM Agreement") upon execution of this Agreement with

respect to ASM's duties and responsibilities; provided that CBC and ASM are able

to negotiate terms of the ASM Agreement consistent with Section 3(c).

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(b) During the term of this Agreement, PlayBev covenants and agrees

that neither it nor any other person deriving their rights from PlayBev (other

than CBC) shall manufacture, market, advertise, sell or distribute the Products

or any improvements or derivations thereof or any other product based on the

license from Playboy for any purpose that is competitive with the Purpose for

which CBC is contracting with PlayBev under this Agreement ("Restricted

Products") which are sold or distributed in the Territory.

(c) Within 30 days after the date of this Agreement, PlayBev will

provide CBC with a three month forecast of marketing expenditures for the

Products in the Territory. CBC will thereafter establish a budget, approved by

PlayBev, for the period covered by the forecast for CBC to provide all sales,

marketing and administrative support regarding the sales, marketing and

distribution activities. Such activities shall include, but not be limited to,

the creative development and maintenance of the website associated with the

Playboy Energy drink Product, printed material to be used in marketing and sales

to retailers, wholesalers, restaurants, bars and sponsored events and product

design (the "Programs"). Once the budget is approved by CBC and PlayBev, CBC

will fund the Programs to the extent of the budget based on the accomplishment

of predetermined milestones agreed to by CBC and PlayBev pursuant to a bridge

loan on terms mutually acceptable to CBC and PlayBev (the "Bridge Loan"). The

parties are not obligated to proceed with the Bridge Loan unless the parties are

able to agree upon the budget and the terms of the Bridge Loan. Within 30 days

prior to expiration of the period covered by the initial forecast, PlayBev will

prepare a forecast for the following three month period, which forecast shall

indicate to which the Programs can be funded from operations. The parties shall

negotiate the terms of a potential budget and Bridge Loan for such subsequent

period. This process shall continue for each subsequent three month period.

Notwithstanding anything herein to the contrary, in the event that the Bridge

Loan is paid in full pursuant to Section 6, CBC shall have no further obligation

to fund the Programs or make further advances under the Bridge Loan.

(d) Within 90 days after the date of this Agreement, PlayBev will

provide CBC with a 90 day forecast of sales of the Products in the Territory.

Thereafter, every month PlayBev will provide CBC with a forecast of sales for

the last 60 days of the period covered by the period forecast and an additional

30 days. The parties will discuss in good faith any disagreements that CBC has

with the forecast. CBC will rely on the forecast to schedule manufacturing and

distribution resources.

(e) PlayBev may engage CBC as its media placement agency to place all

advertising in print, web, television, radio and other promotional outlets on

terms to be agreed to by the parties pursuant to a media placement agreement

agreed to by CBC and PlayBev (the "Media Placement Agreement").

3. Compensation; Calculation and Payment of Royalties. PlayBev shall

compensate CBC as follows:

(a) For its services rendered pursuant to Section 1(a) of this

Agreement, CBC shall receive from PlayBev an amount equal to 20% of the cost of

goods sold ("COGS"). "COGS" includes all actual and verifiable third party

costs, including the actual cost of Product payable to the manufacturer and

other costs that generally accepted accounting principles, consistently applied,

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require CBC to classify as costs of goods sold as well as, without duplication,

the charges of all Vendors.

(b) If CBC is providing services to PlayBev pursuant to Section 1(e)

rather than Section 1(a), then CBC shall receive from PlayBev and amount equal

to 20% of COGS for its supervision under Section 1(e). "COGS" includes all third

party costs, including the actual cost of Product payable to the manufacturer

and other costs that generally accepted accounting principles, consistently

applied, require PlayBev to classify as costs of goods sold as well as, without

duplication, the charges of all Vendors.

(c) For its services rendered pursuant to Section 2(a) of this

Agreement, CBC shall receive from PlayBev 6% of the gross sales ("Gross Sales")

of all Products in the Territory. CBC, in its agreement with ASM, will pay 2/3

of such 6% or 4% of Gross Sales to ASM in accordance with the terms of the ASM

Agreement. "Gross Sales" includes gross sales of the Products but does not

include separately stated charges for shipping, handling, insurance or taxes and

are net of any returns, markdowns, charge backs, credit card discounts, rebates,

refunds and similar charges. [Gross Sales shall be calculated on a cash basis so

that payment is due only when payment is received for the Products.]

Notwithstanding the above, if CBC is unable to obtain ASM agreement to the ASM

Agreement on the terms outlined above, CBC will so notify PlayBev and PlayBev

will, at its option, either cause ASM to agree to the terms outlined above or

PlayBev will agree to modify this Section 3(c) to conform to the terms agreed to

by ASM (i.e. to pay CBC 150% of the amount CBC is required to pay to ASM).

(d) For its services rendered pursuant to Section 2(c), PlayBev shall

reimburse CBC for the cost of the Programs funded under the Bridge Loan, plus 5%

of such Programs cost, pursuant to the terms of the Bridge Loan.

(e) For its services rendered pursuant to Section 2(e), PlayBev shall

reimburse CBC for media placement and other services provided by CBC under

Section 2(e), plus 5% of the media placement costs, pursuant to the terms of the

Media Placement Agreement.

(f) From the Gross Sales of Product collected by CBC, CBC will pay on

PlayBev's behalf the royalty payable to Playboy under the Playboy license which

is calculated on the basis of a percentage of gross sales. PlayBev shall remain

solely responsible for payment of (i) any minimum or other royalties or payments

due under the Playboy license which are not calculated a