DIVERSE MEDIA GROUP, INC. INVESTOR RIGHTS AGREEMENT

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DIVERSE MEDIA GROUP, INC.

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this "Agreement") is made and entered

into as of May 15, 2007, by and among Diverse Media Group, Inc., a Delaware

corporation (the "Company"), and Diverse Media Group Corp., a Utah corporation

("Investor").

Recitals

A. The Company's affiliates, Diverse Talent Group, Inc. ("DTG") and

Christopher Nassif ("Nassif" and, together with DTG, "DT"), and Investor's

parent CirTran Corporation and Investor are parties to that certain Settlement

and Release dated as of the date hereof (the "Settlement Agreement"), whereby

DTG agreed to cause the Company to issue shares of the Company's common stock,

$0.001 par value to Investor in settlement of certain claims of the parties to

the Settlement Agreement.

B. Pursuant to the Settlement Agreement, the Investor has, among

other things, assigned back the talent contracts, name rights and other assets

of DT (the "Assets") originally assigned to Investor, and such Assets are, or

will be following execution of this Agreement, owned by the Company, either

directly or through a wholly owned subsidiary.

C. The Settlement Agreement requires that the Company and Investor

enter into this Agreement with respect to the Shares to provide for certain

registration rights, information rights and other rights and obligations of the

parties as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants

set forth herein, and other consideration, the receipt and adequacy of which is

hereby acknowledged, the parties hereto agree as follows:

Section 1

Definitions

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1.1 Certain Definitions. As used in this Agreement, the following

terms shall have the meanings set forth below:

(a) "Commission" shall mean the Securities and Exchange Commission

or any other federal agency at the time administering the Securities Act.

(b) "Common Stock" means the common stock, $0.001 par value, of

the Company.

(c) "Exchange Act" shall mean the Securities Exchange Act of 1934,

as amended, or any similar successor federal statute and the rules and

regulations thereunder, all as the same shall be in effect from time to time.

(d) "Holder" means (i) the Investor and (ii) any holder of

Registrable Securities to whom the registration rights conferred by this

Agreement have been duly and validly transferred in accordance with Section 2.6

of this Agreement.

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(e) "Indemnified Party" shall have the meaning set forth in

Section 2.4(c) hereto.

(f) "Indemnifying Party" shall have the meaning set forth in

Section 2.4(c) hereto.

(g) "Other Shares" shall mean shares of Common Stock, other than

Registrable Securities (as defined below) sought to be included in any

registration.

(h) The terms "register," "registered" and "registration" shall

refer to a registration effectuated by preparing and filing a registration

statement in compliance with the Securities Act and applicable rules and

regulations thereunder, and the declaration or ordering of the effectiveness of

such registration statement.

(i) "Registration Expenses" shall mean all expenses incurred in

effecting any registration pursuant to this Agreement, including, without

limitation, all registration, qualification, and filing fees, printing expenses,

escrow fees, fees and disbursements of counsel for the Company and one special

counsel for the Holders, blue sky fees and expenses, and expenses of any regular

or special audits incident to or required by any such registration, but shall

not include Selling Expenses, fees and disbursements of other counsel for the

Holders, and the compensation of regular employees of the Company, which shall

be paid in any event by the Company.

(j) "Registrable Securities" shall mean (i) the Shares as of the

date of this Agreement, (ii) any Common Stock issued pursuant to the

antidilution provisions of Section 4.1 and (iii) any Common Stock issued as a

dividend or other distribution with respect to or in exchange for or in

replacement of the Shares referenced in (i) above; provided, however, that

Registrable Securities shall not include any shares of Common Stock described in

clause (i), (ii) or (iii) above which have been sold to the public either

pursuant to a registration statement or Rule 144, or which have been sold in a

private transaction in which the transferor's rights under this Agreement are

not validly assigned in accordance with this Agreement.

(k) "Restricted Securities" shall mean any Registrable Securities

required to bear the first legend set forth in Section 2.6(c) hereof.

(l) "Rule 144" shall mean Rule 144 as promulgated by the

Commission under the Securities Act, as such Rule may be amended from time to

time, or any similar successor rule that may be promulgated by the Commission.

(m) "Rule 145" shall mean Rule 145 as promulgated by the

Commission under the Securities Act, as such Rule may be amended from time to

time, or any similar successor rule that may be promulgated by the Commission

(n) "Securities Act" shall mean the Securities Act of 1933, as

amended, or any similar successor federal statute and the rules and regulations

thereunder, all as the same shall be in effect from time to time.

(o) "Selling Expenses" shall mean all underwriting discounts,

selling commissions and stock transfer taxes applicable to the sale of

Registrable Securities and fees and disbursements of counsel for any Holder

(other than the fees and disbursements of one special counsel to the Holders

included in Registration Expenses).

(p) "Shares" shall mean the shares of Common Stock issued to the

Investor pursuant to the Settlement Agreement, (ii) any Common Stock issued

pursuant to the antidilution provisions of Section 4.1 and (iii) any Common

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Stock or other security issued as a dividend or other distribution with respect

to or in exchange for or in replacement of the Shares referenced in (i) above.

Section 2

Registration Rights

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2.1 Company Registration.

(a) Company Registration. If the Company shall determine to

register any of its securities either for its own account or the account of a

security holder or holders, other than a registration relating solely to

employee benefit plans, a registration relating to the offer and sale of debt

securities, a registration relating to a corporate reorganization or other Rule

145 transaction, or a registration on any registration form that does not permit

secondary sales, the Company will:

(i) promptly give written notice of the proposed

registration to all Holders; and

(ii) use its commercially reasonable efforts to include in

such registration (and any related qualification under blue sky laws or other

compliance), except as set forth in Section 2.1(b) below or Section 5, and in

any underwriting involved therein, all of such Registrable Securities as are

specified in a written request or requests made by any Holder received by the

Company within 20 calendar days after such written notice from the Company is

mailed; provided, however, that the Company shall not be obligated to include or

make any effort to include in such registration (and any related qualification

under blue sky laws or other compliance) any Registrable Securities in excess of

25% of the Shares. Such written request may specify all or a part of a Holder's

Registrable Securities.

(b) Underwriting. If the registration of which the Company gives

notice is for a registered public offering involving an underwriting, the

Company shall so advise the Holders as a part of the written notice given

pursuant to Section 2.1(a)(i). In such event, the right of any Holder to

registration pursuant to this Section 2.1 shall be conditioned upon such

Holder's participation in such underwriting and the inclusion of such Holder's

Registrable Securities in the underwriting to the extent provided herein. All

Holders proposing to distribute their securities through such underwriting shall

(together with the Company and the other holders of securities of the Company

proposing to distribute their securities through such underwriting) enter into

an underwriting agreement in customary form with the representative of the

underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 2.1, if the

underwriters advise the Company in writing that marketing factors require a

limitation on the number of shares to be underwritten, the underwriters may

(subject to the limitations set forth below) limit the number of Registrable

Securities to be included in the registration and underwriting. The Company

shall so advise all holders of securities requesting registration, and the

number of shares of securities that are entitled to be included in the

registration and underwriting shall be allocated, as follows: (i) first, to the

Company for securities being sold for its own account, (ii) second, to the

Holders requesting to include Registrable Securities in such registration

statement based on the pro rata percentage of Registrable Securities held by

such Holders and (iii) third, to other shareholders of the Company having been

granted "piggy-back" registration rights and requesting to include Other Shares

in such registration statement (the "Other Selling Shareholders"), based on the

pro rata percentage of Other Shares held by such Other Selling Shareholders (or

on such other bases as may be established pursuant to the registration rights

granted to such Other Selling Shareholders).

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If a person who has requested inclusion in such registration as

provided above does not agree to the terms of any such underwriting, such person

shall also be excluded therefrom by written notice from the Company or the

underwriter. The Registrable Securities or other securities so excluded shall

also be withdrawn from such registration. Any Registrable Securities or other

securities excluded or withdrawn from such underwriting shall be withdrawn from

such registration. If shares are so withdrawn from the registration and if the

number of shares of Registrable Securities to be included in such registration

was previously reduced as a result of marketing factors pursuant to Section

2.1(b), the Company shall then offer to all persons who have retained the right

to include securities in the registration the right to include additional

securities in the registration in an aggregate amount equal to the number of

shares so withdrawn, with such shares to be allocated among the persons

requesting additional inclusion, in the manner set forth above.

(c) Right to Terminate Registration. The Company shall have the

right to terminate or withdraw any registration initiated by it under this

Section 2.1 prior to the effectiveness of such registration whether or not any

Holder has elected to include securities in such registration.

(d) Information from Holder. It shall be a condition precedent to

the obligations of the Company to take any action pursuant to this Section 2

with respect to the Registrable Securities of any selling Holder that such

Holder shall furnish to the Company such information regarding itself, the

Registrable Securities held by it, and the intended method of disposition of

such securities as shall be reasonably required to effect the registration of

such Holder's Registrable Securities.

2.2 Expenses of Registration. Except as specifically provided herein,

all Registration Expenses incurred in connection with registrations pursuant to

Sections 2.1 hereof shall be borne by the Company. All Selling Expenses incurred

in connection with any registrations hereunder shall be borne by the Holders of

the securities so registered pro rata on the basis of the number of shares so

registered.

2.3 Registration Procedures. In the case of each registration

effectuated by the Company pursuant to Section 2, the Company will keep each

Holder advised in writing as to the initiation of each registration and as to

the completion thereof. At its expense, the Company will use its commercially

reasonable efforts to and as expeditiously as possible:

(a) Keep such registration effective for a period ending on the

earlier of the date which is 180 days from the effective date of the

registration statement or such time as the Holder or Holders have completed the

distribution described in the registration statement relating thereto; provided,

however, that (i) such 180-day period shall be extended for a period of time

equal to the period the Holder refrains from selling any securities included in

such registration at the request of an underwriter of securities of the Company;

and (ii) in the case of any registration of Registrable Securities on Form S-3

which are intended to be offered on a continuous or delayed basis, subject to

compliance with applicable SEC rules, such 180-day period shall be extended for

up to 90 days, if necessary, to keep the registration statement effective until

all such Registrable Securities are sold;

(b) Prepare and file with the Commission such amendments and

supplements to such registration statement and the prospectus used in connection

with such registration statement as may be necessary to comply with the

provisions of the Securities Act with respect to the disposition of all

securities covered by such registration statement for the period set forth in

subsection (a) above;

(c) Furnish such number of prospectuses, including any preliminary

prospectuses, and other documents incident thereto, including any amendment of

or supplement to the prospectus, as a Holder from time to time may reasonably

request;

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(d) Register and qualify the securities covered by such

registration statement under such other securities or Blue Sky laws of such

jurisdictions as shall be reasonably requested by the Holders; provided, that

the Company shall not be required in connection therewith or as a condition

thereto to qualify to do business or to file a general consent to service of

process in any such states or jurisdictions;

(e) Notify each seller of Registrable Securities covered by such

registration statement at any time when a prospectus relating thereto is

required to be delivered under the Securities Act of the happening of any event

as a result of which the prospectus included in such registration statement, as

then in effect, includes an untrue statement of a material fact or omits to

state a material fact required to be stated therein or necessary to make the

statements therein not misleading or incomplete in light of the circumstances

then existing, and following such notification promptly prepare and furnish to

such seller a reasonable number of copies of a supplement to or an amendment of

such prospectus as may be necessary so that, as thereafter delivered to the

purchasers of such shares, such prospectus shall not include an untrue statement

of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading or incomplete

in light of the circumstances then existing;

(f) Furnish, on the date that such Registrable Securities are

delivered to the underwriters for sale, if such securities are being sold

through underwriters, an opinion, dated as of such date, of the counsel

representing the Company for the purposes of such registration, in form and

substance as is customarily given to underwriters in an underwritten public

offering, addressed to the underwriters, if any, and reasonably satisfactory to

a majority in interest of the Holders requesting registration of Registrable

Securities.

(g) Provide a transfer agent and registrar for all Registrable

Securities registered pursuant to such registration statement and a CUSIP number

for all such Registrable Securities, in each case not later than the effective

date of such registration;

(h) Otherwise comply with all applicable rules and regulations of

the Commission, and make available to its security holders, as soon as

reasonably practicable, an earnings statement covering the period of at least 12

months, but not more than 18 months, beginning with the first month after the

effective date of the Registration Statement, which earnings statement shall

satisfy the provisions of Section 11(a) of the Securities Act; and

(i) Cause all such Registrable Securities registered pursuant

hereunder to be listed on each securities exchange on which similar securities

issued by the Company are then listed, if any.

2.4 Indemnification.

(a) To the extent permitted by law, the Company will indemnify and

hold harmless each Holder, each of its officers, directors, managers, members

and partners, legal counsel, and accountants and each person controlling such

Holder within the meaning of Section 15 of the Securities Act, with respect to

which registration, qualification, or compliance has been effected pursuant to

this Section 2, and each underwriter, if any, and each person who controls

within the meaning of Section 15 of the Securities Act any underwriter, against

all expenses, claims, losses, damages, and liabilities (or actions, proceedings,

or settlements in respect thereof) arising out of or based on (i) any untrue

statement (or alleged untrue statement) of a material fact contained or

incorporated by reference in any prospectus, offering circular, or other

document (including any related registration statement, notification, or the

like) incident to any such registration, qualification, or compliance, (ii) any

omission (or alleged omission) to state therein a material fact required to be

stated therein or necessary to make the statements therein not misleading, or

(iii) any violation (or alleged violation) by the Company of the Securities Act,

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the Exchange Act, any state securities laws or any rule or regulation thereunder

applicable to the Company and relating to action or inaction required of the

Company in connection with any offering covered by such registration,

qualification, or compliance, and the Company will reimburse each such Holder,

each of its officers, directors, managers, members, partners, legal counsel, and

accountants and each person controlling such Holder, each such underwriter, and

each person who controls any such underwriter, for any legal and any other

expenses reasonably incurred in connection with investigating and defending or

settling any such claim, loss, damage, liability, or action; provided that the

Company will not be liable in any such case to the extent that any such claim,

loss, damage, liability, or action arises out of or is based on any untrue

statement or omission based or made in reliance upon written information

furnished to the Company by such Holder, any of such Holder's officers,

directors, managers, members, partners, legal counsel or accountants, any person

controlling such Holder, such underwriter or any person who controls any such

underwriter and stated to be specifically for use therein; provided, further

that, the indemnity agreement contained in this Section 2.4(a) shall not apply

to amounts paid in settlement of any such loss, claim, damage, liability, or

action if such settlement is effected without the consent of the Company (which

consent shall not be unreasonably withheld); and, provided further, however,

that the foregoing indemnity agreement with respect to any preliminary

prospectus shall not inure to the benefit of any Holder, any of such Holder's

officers, directors, managers, members, partners, legal counsel or accountants,

any person controlling such Holder, such underwriter or any person who controls

any such underwriter, from whom the person asserting any such losses, claims,

damages or liabilities purchased shares in the offering, if a copy of the

prospectus (as then amended or supplemented if the Company shall have furnished

any amendments or supplements thereto) was not sent or given by or on behalf of

such Holder or underwriter to such person, if required by law so to have been

delivered, at or prior to the written confirmation of the sale of the shares to

such person, and if the prospectus (as so amended or supplemented) would have

cured the defect giving rise to such loss, claim, damage or liability.

(b) To the extent permitted by law, each Holder will, if

Registrable Securities held by such Holder are included in the securities as to

which such registration, qualification, or compliance is being effected,

indemnify and hold harmless the Company, each of its directors, officers,

partners, legal counsel, and accountants and each underwriter, if any, of the

Company's securities covered by such a registration statement, each person who

controls the Company or such underwriter within the meaning of Section 15 of the

Securities Act, each other such Holder, and each of their officers, directors,

and partners, and each person controlling such Holder, against all claims,

losses, damages and liabilities (or actions in respect thereof) arising out of

or based on (i) any untrue statement (or alleged untrue statement) of a material

fact contained or incorporated by reference in any such registration statement,

prospectus, offering circular, or other document, or (ii) any omission (or

alleged omission) to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading, and will reimburse

the Company and such Holders, directors, officers, partners, legal counsel, and

accountants, persons, underwriters, or control persons for any legal or any

other expenses reasonably incurred in connection with investigating or defending

any such claim, loss, damage, liability, or action, in each case to the extent,

but only to the extent, that such untrue statement (or alleged untrue statement)

or omission (or alleged omission) is made in such registration statement,

prospectus, offering circular, or other document in reliance upon and in

conformity with written information furnished to the Company by such Holder for

use therein; provided, however, that the obligations of such Holder hereunder

shall not apply to amounts paid in settlement of any such claims, losses,

damages, or liabilities (or actions in respect thereof) if such settlement is

effected without the consent of such Holder (which consent shall not be

unreasonably withheld); and provided that in no event shall any indemnity under

this Section 2.4 exceed the net proceeds from the offering received by such

Holder.

(c) Each party entitled to indemnification under this Section 2.4

(the "Indemnified Party") shall give notice to the party required to provide

indemnification (the "Indemnifying Party") promptly after such Indemnified Party

has actual knowledge of any claim as to which indemnity may be sought, and shall

permit the Indemnifying Party to assume the defense of such claim or any

litigation resulting therefrom; provided that counsel for the Indemnifying

Party, who shall conduct the defense of such claim or any litigation resulting

therefrom, shall be approved by the Indemnified Party (whose approval shall not

be unreasonably withheld), and the Indemnified Party may participate in such

defense at such party's expense; and provided further that the failure of any

Indemnified Party to give notice as provided herein shall not relieve the

Indemnifying Party of its obligations under this Section 2.4, to the extent such

failure is not prejudicial. No Indemnifying Party, in the defense of any such

claim or litigation, shall, except with the consent of each Indemnified Party,

consent to entry of any judgment or enter into any settlement that does not

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include as an unconditional term thereof the giving by the claimant or plaintiff

to such Indemnified Party of a release from all liability in respect to such

claim or litigation. Each Indemnified Party shall furnish such information

regarding itself or the claim in question as an Indemnifying Party may

reasonably request in writing and as shall be reasonably required in connection

with defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section 2.4 is

held by a court of competent jurisdiction to be unavailable to an Indemnified

Party with respect to any loss, liability, claim, damage, or expense referred to

herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified

Party hereunder, shall contribute to the amount paid or payable by such

Indemnified Party as a result of such loss, liability, claim, damage, or expense

(provided that in no event shall the amount of any such contributions, in the

aggregate, exceed the maximum amount that would be applicable if such

contribution were made pursuant to an indemnification obligation under this

Section 2.4) in such proportion as is appropriate to reflect the relative fault

of the Indemnifying Party on the one hand and of the Indemnified Party on the

other in connection with the statements or omissions that resulted in such loss,

liability, claim, damage, or expense as well as any other relevant equitable

considerations. The relative fault of the Indemnifying Party and of the

Indemnified Party shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the

omission to state a material fact relates to information supplied by the

Indemnifying Party or by the Indemnified Party and the parties' relative intent,

knowledge, access to information, and opportunity to correct or prevent such

statement or omission. No person guilty of fraudulent misrepresentation (within

the meaning of the Securities Act) shall be entitled to contribution from any

person who was not guilty of such fraudulent misrepresentation.

(e) Notwithstanding the foregoing, to the extent that the

provisions on indemnification and contribution contained in the underwriting

agreement entered into in connection with the underwritten public offering are

in conflict with the foregoing provisions, the provi