THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May 21, 2004 by
CIRTRAN CORPORATION, a Nevada corporation (the "Company"); CORNELL CAPITAL PARTNERS,
LP, a Delaware limited partnership (the "Investor"); and BUTLER GONZALEZ LLP (the "Escrow Agent").
WHEREAS, the Company and the Investor have entered into an Standby Equity Distribution Agreement (the
"Standby Equity Distribution Agreement") dated as of the date hereof, pursuant to which the Investor will
purchase the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a price per
share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement, for an
aggregate price of up to Twenty Million Dollars Twenty Million . The Standby Equity Distribution Agreement
provides that on each Advance Date the Investor, as that term is defined in the Standby Equity Distribution
Agreement, shall deposit the Advance pursuant to the Advance Notice in a segregated escrow account to be
held by Escrow Agent and the Company shall deposit shares of the Company's Common Stock, which shall be
purchased by the Investor as set forth in the Standby Equity Distribution Agreement, with the Escrow Agent, in
order to effectuate a disbursement to the Company of the Advance by the Escrow Agent and a disbursement to
the Investor of the shares of the Company's Common Stock by Escrow Agent at a closing to be held as set forth
in the Standby Equity Distribution Agreement (the "Closing").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds and the shares of the Company's
Common Stock deposited with it in accordance with the terms of this Agreement.
WHEREAS, in order to establish the escrow of funds and shares to effect the provisions of the Standby Equity
Distribution Agreement, the parties hereto have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:
1. Definitions. The following te