TERMINATION AGREEMENT

                              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 prem