THIS FEE AGREEMENT (this "Agreement") dated the 14th day of September, 2003, is entered into by and
between COGENT CAPITAL CORP., a Utah corporation with principal offices in Salt Lake City, Utah
("Cogent"), and Cirtran, Corp., a Nevada corporation (and its successors and assigns) with principal offices in
West Valley City, Ut., with common stock trading on the Bulletin Board Exchange under the symbol
FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Client hereby hires Cogent to provide consulting for strategic planning on obtaining a listing on either the
American Stock Exchange ("Amex") or NASDAQ.
2. Client agrees to pay to Cogent a fee that shall be mutually agreeable to both parties.
3. This Agreement does not cover Cogent assisting Client in meeting the shareholder equity requirement of
NASDAQ or Amex, which is covered in a separate agreement.
4. Cogent shall not be entitled to any additional compensation other than specified in paragraphs 2 and 3 unless
Client shall elect to renew this Consulting Agreement. Such renewal shall be on terms and conditions agreeable to
5. Client is authorized to disclose Cogent's status as a consultant under the terms of this Agreement to such
persons and in such manner as may be deemed necessary to Client or its counsel.
6. Cogent shall not be responsible for any representation or warranty made by any person or entity who or which
Cogent may introduce to Client or for any undertaking, representation, or warranty made by Client. Client further
agrees to indemnify Cogent and hold Cogent harmless from any and all liabilities that Cogent may incur as a result
of any transaction entered into or as a result of any misrepresentation or material omission by Client.
7. Cogent shall not be liable hereunder for any matter connected with this Agreement, except for a lack of good