-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4kr+sMsU17317MhHBkviGpu/bBAU1cJ6A5bGFy5b6UIeiQzGo6t3B1ml/m6m4Or 4KedyBj+CFxgQVts8s5dtQ== 0001020488-02-000027.txt : 20020415 0001020488-02-000027.hdr.sgml : 20020415 ACCESSION NUMBER: 0001020488-02-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020331 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRTRAN CORP CENTRAL INDEX KEY: 0000813716 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 680121636 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49654 FILM NUMBER: 02579140 BUSINESS ADDRESS: STREET 1: 4125 SOUTH 6000 WEST CITY: WEST VALLEY CITY STATE: UT ZIP: 84128 BUSINESS PHONE: 8019635112 MAIL ADDRESS: STREET 1: 4125 SOUTH 6000 WEST CITY: WEST VALLEY CITY STATE: UT ZIP: 84128 FORMER COMPANY: FORMER CONFORMED NAME: VERMILLION VENTURES INC DATE OF NAME CHANGE: 20000502 8-K 1 form8k-031902.txt FORM 8K 03-19-02 SETTLEMENT AND PRIVATE PLACEMENT . SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 19, 2002 (December 18, 2001) -------------- - ------------------- CirTran Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada - -------------------------------------------------------------------------------- (State of Other Jurisdiction of Incorporation) 0-26059 68-0121636 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 4125 South 6000 West, West Valley City, Utah 84128 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 801.963.5112 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events Settlement with Sunborne XII, LLC We (as successor to Circuit Technology, Inc.) were a defendant in an action in El Paso County, Colorado District Court, brought by Sunborne XII, LLC, a Colorado limited liability company ("Sunborne"), for alleged breach of a sublease agreement involving facilities located in Colorado. Our liability in this action was originally estimated to range up to $2.5 million, and we subsequently filed a counter suit in the same court against Sunborne in an amount exceeding $500,000 for missing equipment. Effective January 18, 2002, we entered into a settlement agreement (the "Settlement Agreement") with Sunborne with respect to the above-described litigation. The Settlement Agreement required us to pay Sunborne the sum of $250,000. Of this amount, $25,000 was paid upon execution of the Settlement Agreement, and the balance, together with interest at 8% per annum, is payable by August 18, 2002. As security for payment of the balance, we executed and delivered to Sunborne a Confession of Judgment and also issued to Sunborne 3,000,000 shares of our common stock, which are currently held in escrow (the "Escrowed Shares"). If seventy-five percent (75%) of the balance has not been paid by May 18, 2002, we have agreed to prepare and file with the Securities & Exchange Commission, at our expense, a registration statement with respect to the Escrowed Shares. If, by August 18, 2002, any portion of the balance remains outstanding and a registration statement with respect to the Escrowed Shares has not been declared effective, Sunborne is entitled to file the Confession of Judgment and proceed with execution thereon. Pursuant to the terms of the Settlement Agreement, Sunborne conditionally assigned to us any rights it may have in a claim against our sublessee of Sunborne's premises and agreed to apportion 75% of any net settlement or collection proceeds from this claim to us. If, by August 18, 2002, a registration statement with respect to the Escrow Shares has not been declared effective, or if we have abandoned or failed to diligently pursue the claim against the sub-lessee, this conditional assignment shall expire and all rights to the claim will revert back to Sunborne. Private Placement; Settlement of Debt Effective January 14, 2002, we entered into four substantially identical agreements with existing shareholders pursuant to which we issued an aggregate of 43,321,186 shares of restricted common stock at a price of $0.075 per share for $500,000 in cash and the cancellation of $2,749,090 principal amount of our debt. Two of these agreements were with principal shareholders: Saliba Private Annuity Trust and Iehab J. Hawatmeh. Pursuant to the Saliba agreement, the Trust was issued an additional 21,989,900 shares of common stock in exchange for $400,000 cash and the cancellation of $1,129,243 of debt. As a result of this transaction, the percentage of our common stock owned by the Saliba Private Annuity Trust increased from approximately 6.4% to approximately 15.4%. Pursuant to the agreement with Iehab Hawatmeh, our president and one of our directors, Mr. Hawatmeh was issued 15,333,333 shares of common stock in exchange for the cancellation of $1,150,000 in debt. As a result of this transaction, the percentage of our common stock owned by Mr. Hawatmeh increased from 19.9% to approximately 22.10%. Criminal Proceedings Against Iehab Hawatmeh and Shaher Hawatmeh Two of our directors and officers, Iehab Hawatmeh and Shaher Hawatmeh, were subject to a criminal proceeding in Third District Court in Salt Lake City, Utah (Case No. 991920656FS) that is unrelated to our business and operations. Messrs. Hawatmeh, along with their parents, were charged with assault and the aggravated kidnapping of their sister and daughter, Muna Hawatmeh, in October 1999 (the "Offenses"). Effective December 18, 2001, Iehab and Shaher Hawatmeh entered into Diversion Agreements with the State of Utah with respect to these proceedings. These agreements provide that the prosecution of the Offenses be deferred for a period not to exceed two years and, upon satisfactory completion of the terms of the diversion agreements by the Hawatmehs, the State of Utah will conduct no further prosecution relating to the Offenses. The terms of the Agreements provided that the Hawatmehs must have no contact with their sister and must not commit any criminal offenses (excluding minor traffic offenses). If the Hawatmehs violate these terms of the Agreements, the Diversion Agreements may be revoked or modified, and, if revoked, the Hawatmehs will once again be subject to prosecution for the Offenses. Item 7. Financial Statements and Exhibits. (a) Financial Statements. Not Applicable. -------------------- (b) Pro Forma Financial Information. Not Applicable. ------------------------------- (c) Exhibits. -------- 10.1 Settlement Agreement dated January 18, 2002 among Sunborne XII, LLC et al and CirTran Corporation et al. 10.2 Subscription Agreement between CirTran Corporation and Thomas L. Saliba & Betty R. Saliba, Trustees, Saliba Living Trust 10.3 Subscription Agreement between CirTran Corporation and Saliba Private Annuity Trust 10.4 Subscription Agreement between CirTran Corporation and Rajai Hawatmeh 10.5 Subscription Agreement between CirTran Corporation and Iehab J. Hawatmeh SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CirTran Corporation Date: March 19, 2002 By: /s/ Iehab J. Hawatmeh ----------------------- --------------------------------------- Iehab J. Hawatmeh, President EX-10 3 form8k031902exh10setlagr.txt EXHIBIT 10.1 SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is made and entered into by and between Sunborne XII, LLC, Caleb Development, LLC and Woodmen Joint Venture, LLP (collectively "Sunborne") and Circuit Technology, Inc. f/d/b/a Circuit Technology Corporation ("CTC"), CirTran Corporation, Iehab Hawatmeh, Roger Kokozyon, and Raed Hawatmeh (collectively "the CirTran Parties"). Sunborne and the CirTran Parties are jointly referred to as "Parties" and singularly as "Party". Recitals This Agreement is entered into with reference to the following facts: A. Sunborne is the owner of an office/warehouse building located at 3650-3750 North Nevada Avenue, Colorado Springs, El Paso County, Colorado (the "Property"), the same having the following legal description: Lots 1 and 2, Block 1, TRW Subdivision No. 2, El Paso County, Colorado. B. Pursuant to a Net Lease dated January 8, 1998 ("Master Lease"), Sunborne leased to ETA Technologies Corporation ("ETA") approximately 142,500 square feet of the Property. Subsequently, ETA assigned its leasehold interest to Colorado Electronics Corporation ("CEC"). C. Pursuant to a Sublease dated November 30, 1998 (the "Sublease"), CEC sublet to CTC approximately 71,500 square feet of the Property (the "Leased Premises"). D. On or about December 4, 1998, CTC leased approximately 17,327 rentable square feet of the Leased Premises to Parkway Products, Inc. ("Parkway"). In or about October 1999, Parkway vacated its portion of the Leased Premises and ceased paying rent to CTC. The Parties claim that Parkway is in breach of its sublease and that they have a concurrent right to assert claims against Parkway for damages (the "Parkway Claim"). E. At or about the time CTC occupied the Leased Premises, CTC acquired certain equipment and furniture from Sunborne, which furniture and equipment was formerly owned by CEC (the "CEC personal property"). CTC utilized the CEC personal property in its manufacturing and fabricating operations in the Leased Premises. F. In December 1999, CTC defaulted on its Sublease and on other agreements with Sunborne, as a result of which Sunborne retook possession of the Leased Premises. G. Sunborne has filed suit against the CirTran Parties in the District Court of El Paso County, Colorado, Case No. 99 CV 2870 ("the Lawsuit). Sunborne claims that CTC is in breach of the Master Lease and the Sublease, that CTC is liable for damages for such breach, that Iehab Hawatmeh, Roger Kokozyon and Raed Hawatmeh are jointly and severally liable for such damages as personal guarantors, and that CirTran is concurrently liable for such damages as a fraudulent transferee of CTC's assets and as a successor corporation of CTC. The CirTran Parties claim, among other things, that Sunborne failed to mitigate its damages. In addition, CTC has asserted a counterclaim against Sunborne for damages resulting from the theft and/or loss of equipment, inventory and furniture belonging to CTC while such personal property was in the custody and control of Sunborne after it retook possession of the Leased Premises. All of the claims and counterclaims in the Lawsuit are collectively referred to herein as "the Claims". H. Recognizing the uncertainties and expense of a trial, the Parties hereto desire to settle, adjust and compromise the claims and disputes between them. Agreement NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and the payment of the sums herein specified, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Settlement Payments. a. The CirTran Parties shall pay to Sunborne the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Settlement Amount"), payable as follows: i. $25,000.00 upon execution of this Agreement. ii. $225,000.00, together with interest at the rate of 8% per annum hereafter, payable within six (6) months from the date of this Agreement. Said amount shall be evidenced by a Confession of Judgment in the form attached hereto as Exhibit A, signed by the CirTran Parties, and delivered to Sunborne contemporaneously with the execution of this Agreement. 2. Settlement Terms. a. The Confession of Judgment may be filed with the court only if the Settlement Amount is not fully paid within six (6) months from the date of this Agreement. Upon the entry of a judgment against the CirTran Parties in accordance with the Confession of Judgment, there shall be a stay of execution on such judgment for a period of six (6) months; provided, however, that upon the filing of the Confession of Judgment Sunborne may begin liquidating the CirTran stock held in escrow as security for the payment of the Settlement Amount, as provided herein. b. Sunborne hereby conditionally assigns to the CirTran Parties any and all rights it may have in and to the Parkway Claim; provided, however, that the Net Proceeds of any such settlement or collection shall be distributed as follows: 75% to the CirTran Parties (the "CirTran Parties' Share of Net Proceeds") 25% to Sunborne (the "Sunborne's Share of Net Proceeds"). "Net Proceeds" is defined as gross proceeds of settlement or collection, less attorney fees and costs incurred by the CirTran Parties in prosecution of the Parkway Claim, which attorney fees and costs shall first be reimbursed to the CirTran Parties out of any such settlement or collection. No portion of Sunborne's Share of Net Proceeds shall be credited against the Settlement Amount. In addition, the CirTran Parties' Share of Net Proceeds shall be paid to Sunborne to the extent there is any outstanding balance owed on the Settlement Amount. Once the Settlement Amount has been paid in full, the CirTran Parties' Share of Net Proceeds may be retained by the CirTran Parties. c. Sunborne agrees to cooperate with and assist fully the CirTran Parties in their prosecution of the Parkway Claim. Such cooperation and assistance includes, but is not limited to, providing documentation in the possession of Sunborne and testimony by Sunborne employees or agents, if deemed appropriate by counsel for the CirTran Parties. d. If the CirTran Parties fail to timely register the shares (ref. Para. 3 below) or abandon or fail to diligently pursue the Parkway Claim, the conditional assignment shall expire, and Sunborne shall have the sole and exclusive rights to and ownership of the Parkway Claim, where after Sunborne shall be entitled to retain 100% of all Net Proceeds without crediting any portion thereof to the Settlement Amount. Abandonment or failure to prosecute shall be conclusively presumed to have occurred if the Parkway Claim is not resolved or suit filed within ninety (90) days of the date of this Agreement. 3. Security for Payment of Settlement Amount. a. As security for payment of the Settlement Amount to Sunborne, CirTran shall, within twenty days following the execution of this Agreement, cause to be issued three million (3,000,000) shares of CirTran common stock to be held in escrow for the benefit of Sunborne by a regulated and licensed brokerage firm. The shares shall be represented by one or more certificates in the form adopted by CirTran's Board of Directors for its common shares and shall bear appropriate legends regarding transferability and the terms of this Agreement. The shares shall, at their issuance to Sunborne, be "restricted securities" as that term is defined in the federal securities laws, and Sunborne hereby acknowledges and agrees, in connection with its receipt of the shares, that (1) it is acquiring the shares hereunder for investment purposes and without any intent to their further distribution or violation of the federal securities laws, (2) the shares have not been registered under either the federal or state securities laws and that they are, therefore, subject to restrictions on transfer, (3) Sunborne is an "accredited investor," as that term is defined under Regulation D of the Securities Act of 1933, as amended, and (4) Sunborne has had the opportunity to review CirTran's filings with the Securities and Exchange Commission ("SEC"). b. If CirTran has not paid at least 75% of the amounts referenced in paragraph 1.a.ii before the end of the four-month period following the execution of this Agreement, CirTran shall, at its expense, promptly prepare and file with the SEC a registration statement on a form designated by CirTran covering such shares, and shall use diligent commercial efforts to have the registration statement declared effective by the SEC. If any portion of the Settlement Amount remains unpaid after six months from the date of this Agreement, and provided that the registration statement for the shares has been declared effective by the SEC, Sunborne and the escrow agent may commence selling such shares for the account of Sunborne, subject to the restrictions set forth below. All proceeds from the sale of such CirTran common stock (less commissions) shall be credited toward payment of the Settlement Amount, and Sunborne shall render an accounting to the CirTran Parties of all such sales of CirTran common stock not later than the 10th day of each calendar month following the first sale of such common stock. If, within six (6) months, the registration of the escrowed shares of CirTran common stock is not completed and such shares are not replaced with registered, free-trading CirTran common stock in an amount sufficient to allow for the sale of the maximum number of shares under the restrictions set forth in subparagraph d. below, Sunborne may file the Confession of Judgment and proceed with execution thereon. c. It is the intent of the Parties that, once the Settlement Amount is fully paid, by whatever means and form of payment, the CirTran Parties shall have no further obligations to Sunborne. Thus, at such time as the Settlement Amount is paid in full, Sunborne (a) shall execute joint instructions to the escrow agent holding the CirTran stock to return all remaining unsold shares of CirTran stock, as well as proceeds from the sale of CirTran stock, to CirTran, (2) shall return to the CirTran Parties the Confession of Judgment or, if the same has been filed with the court, shall execute and file a satisfaction of judgment, and (3) shall execute and deliver to the CirTran Parties a complete Release in the form attached hereto as Exhibit B. d. Sunborne shall be restricted to the sale, on any single day, of no more than 50% of the average daily volume of CirTran's traded shares of common stock, based upon the prior calendar month's average daily volume. Thus, by way of example, if the average daily volume is equal to 80,000 shares, Sunborne may sell no more than 40,000 shares in any one trading day. As a further restriction, Sunborne shall be authorized to sell shares no more frequently than three (3) trading days per week. e. Sunborne acknowledges that the CirTran Parties have not made, and do not make, any representations regarding the value of the CirTran stock to be held as security for the payment of the Settlement Amount. The Parties acknowledge that CirTran common stock is currently traded on the "pink sheets" of the over-the-counter (OTC) securities markets. Sunborne acknowledges that it has made its own due diligence investigation as to the value of CirTran's common stock. 4. Mutual Release. Except for the obligations set forth herein, each Party, for himself or itself, and on behalf of its employees, agents, subsidiaries, partners, partnerships, related entities, affiliates, predecessors, trustees, successors and assigns, hereby releases and forever discharges the other Parties, their shareholders, directors, officers, employees, agents, attorneys, subsidiaries, partners, partnerships, parent, related entities, affiliates, predecessors, trustees, successors and assigns, from all claims, demands, actions, damages, injuries, costs, causes of action and liabilities, legal and equitable, foreseen or unforeseen, which each Party may own or hold as of the Effective Date of this Agreement, or has at any time heretofore owned or held as against the other Parties, and which arise from, relate to or concern the Property, the Claims set forth above, and any claims asserted in the Lawsuit. 5. Dismissal of Claims. Within twenty days after the Effective Date of this Agreement, the Parties shall file a Stipulation in the Lawsuit dismissing with prejudice CTC's counterclaim against Sunborne. Within twenty days after the Settlement Amount is paid in full, the Parties shall file a Stipulation in the Lawsuit dismissing with prejudice all remaining claims. 6. Different Facts. The Parties, and each of them, acknowledge that they are fully familiar with the facts and assumptions giving rise to this Agreement, but agree that this Agreement shall remain fully effective and binding as to each of them even if the facts or assumptions turn out to be different from what they now believe them to be. 7. No Admission. The Parties acknowledge that this Agreement constitutes the settlement of disputed claims and that entering into this Agreement shall not constitute an admission of fault, wrongdoing, liability, or responsibility by a Party. 8. Costs and Fees. Each Party shall pay his, her or its own costs and attorneys' fees in connection with the Lawsuit, the preparation and execution of this Agreement and any related documents. 9. No Previous Assignment. Each Party represents and warrants that it has not assigned or otherwise transferred, or purported to assign or otherwise transfer, to any party, directly or indirectly, voluntarily, involuntarily or by operation of law, any rights, claims or causes of action which it may have against the other Party, or any damages, liabilities, losses and costs being released by this Agreement. The Parties each agree to indemnify and hold the other harmless from and against all claims, demands, actions, damages, injuries, costs, causes of action and liabilities of any nature suffered or incurred as a result or any assignment or transfer, or purported assignment or transfer, in breach of the representation and warranty contained in this paragraph. 10. Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties as to the subject matter of the Agreement, and supersedes all prior agreements, representations, and discussions between the Parties concerning that subject matter. Each Party further declares and represents that, in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement, or other statement not set forth in this Agreement. 11. Nonwaiver. None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 12. Effect of Subject Headings. Subject headings in this Agreement are inserted for convenience only, and shall not be construed as interpretations of text. 13. Gender. Words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. 14. Governing Law. This Agreement shall be interpreted, governed, and construed under the laws of the State of Colorado. 15. Amendment. This Agreement may not be altered or modified by either of the Parties except by an instrument in writing executed by each of them. 16. Further Assurances. The Parties agree to cooperate promptly and fully in providing and/or executing such additional documents and taking such other actions as may later be determined to be reasonably necessary to effectuate the provisions of this Agreement. 17. Review of Agreement; Construction. The Parties acknowledge that they have read and understood this Agreement and further acknowledge that, in entering into this settlement, they have been advised by independent attorneys of their choice. Further, each Party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either Party on the basis that the Party was the drafter. 18. Attorneys' Fees and Costs. In the event that any action, arbitration or proceeding is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses actually incurred in such action, arbitration or proceeding. 19. Signature Clause. Each Party represents and warrants that the person who signs below on behalf of that Party has been duly authorized to execute this Agreement on behalf of that Party without the further concurrence or approval of any person, entity or court. 20. Multiple Originals; Facsimiles. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single document binding on all the Parties hereto, notwithstanding that all such Parties are not signatories to the original or the same counterpart. This Agreement may be executed by facsimile signatures, which shall have the same force and effect as original signatures. 21. Effective Date. This Agreement shall become effective on the date the last of the Parties listed below signs this Agreement ("Effective Date"). 22. Survivability. Representations, obligations, remedies and warranties contained in this Agreement shall survive the Closing of this Agreement. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day and year set forth next to their respective signatures. SUNBORNE: SUNBORNE XII, LLC By:_____________________________ Dated: January ____, 2002. Its Manager CALEB DEVELOPMENT, LLC By:_____________________________ Dated: January ____, 2002. Its Manager WOODMEN JOINT VENTURE, LLP By:_____________________________ Dated: January ____, 2002. Its General Partner CIRTRAN PARTIES: CIRCUIT TECHNOLOGY, INC. f/d/b/a CIRCUIT TECHOLOGY CORPORATION By:_____________________________ Dated: January ____, 2002. Its Former President CIRTRAN CORPORATION By:_____________________________ Dated: January ____, 2002. Its President ________________________________ Dated: January ____, 2002. IEHAB HAWATMEH ________________________________ Dated: January ____, 2002. ROGER KOKOZYON ________________________________ Dated: January ____, 2002. RAED HAWATMEH STATE OF COLORADO ) ) ss. COUNTY OF EL PASO ) Subscribed and sworn to before me this ___ day of January, 2002 by LeRoy Landhuis, as Manager of Sunborne XII, LLC and Caleb Development, LLC, and as General Partner of Woodmen Joint Venture, LLP. Witness my hand and seal. ----------------------------- Notary Public State of Colorado My commission expires: STATE OF UTAH ) ) ss. COUNTY OF _____ ___ ) Subscribed and sworn to before me this ___ day of January, 2002 by Iehab Hawatmeh, individually, as the former President of Circuit Technology, Inc., and as President of CirTran Corporation. Witness my hand and seal. ----------------------------- Notary Public State of Colorado My commission expires: STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) Subscribed and sworn to before me this ___ day of January, 2002 by Raed Hawatmeh. Witness my hand and seal. ----------------------------- Notary Public State of California My commission expires: STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) Subscribed and sworn to before me this ___ day of January, 2002 by Roger Kokozyon. Witness my hand and seal. ----------------------------- Notary Public State of California My commission expires: Approved as to Form: - ------------------------------ ------------------------------ Scott W. Johnson Patrick J. Maggio Attorney for Sunborne Attorney for CirTran - ------------------------------ ------------------------------ Joseph W. Diver Robert M. Duitch Attorney for CTC Attorney for Iehab Hawatmeh, Roger Kokozyon and Raed Hawatmeh EXHIBIT A - -------------------------------------------------------------------------------- DISTRICT COURT, EL PASO COUNTY, COLORADO Court Address: 20 E. Vermijo Avenue Colorado Springs, CO 80903 - -------------------------------------------------------------------------------- Plaintiff(s): SUNBORNE XII, LLC, ) a Colorado limited liability company ) ) COURT USE ONLY Defendant(s): CIRCUIT TECHNOLOGY ) CORPORATION, a Utah corporation ) Case Number: 99 CV 2870 ) Third Party Defendant(s): IEHAB HAWATMEH, ) Div. 3 Ctrm: _________ ROGER KOKOZYON and RAED HAWATMEH ) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONFESSION OF JUDGMENT - -------------------------------------------------------------------------------- Defendants Circuit Technology, Inc. f/d/b/a Circuit Technology Corporation, CirTran Corporation, Iehab Hawatmeh, Roger Kokozyon, and Raed Hawatmeh, hereby confess judgment, jointly and severally, in favor of Plaintiff Sunborne XII, LLC for the principal sum of $225,000.00, said sum to bear interest at the rate of 8% per annum from the date hereof. Dated as of the ____ day of _____________, 2002. CIRCUIT TECHNOLOGY, INC. f/d/b/a CIRCUIT TECHNOLOGY CORPORATION By: _______________________________ Its Former President EXHIBIT A (Signatures continued on next page) CIRTRAN CORPORATION By: _______________________________ Its Former President - ----------------------------------- IEHAB HAWATMEH - ----------------------------------- ROGER KOKOZYON - ----------------------------------- RAED HAWATMEH RELEASE Sunborne XII, LLC, Caleb Development, LLC and Woodmen Joint Venture, LLP (collectively "Releasors"), for themselves, and on behalf of their employees, agents, subsidiaries, partners, partnerships, related entities, affiliates, predecessors, trustees, successors and assigns, hereby release and forever discharge Circuit Technology, Inc. f/d/b/a Circuit Technology Corporation, CirTran Corporation, Iehab Hawatmeh, Roger Kokozyon, and Raed Hawatmeh (collectively "Releasees"), their shareholders, directors, officers, employees, agents, attorneys, subsidiaries, partners, partnerships, parent, related entities, affiliates, predecessors, trustees, successors and assigns, from all claims, demands, actions, damages injuries, costs, causes of action and liabilities, legal and equitable, foreseen or unforeseen, which each Releasors may own or hold as of the date of this Release, or has at any time heretofore owned or held as against Releasees, and which arise from , relate to or concern the following: 1. The property located at 3650-3750 North Nevada Avenue, Colorado Springs, El Paso County, Colorado, the same having the following legal description: Lots 1 and 2, Block 1, TRW Subdivision No. 2, El Paso County, Colorado; 2. The claims set forth in the Settlement Agreement between the parties dated January ___, 2002; and 3. The claims set forth in Case No. 99 CV 2870, District Court of El Paso County, Colorado. Dated this _____ day of ____________________, 2002. SUNBORNE XII, LLC By: _______________________________ Its Manager CALEB DEVELOPMENT, LLC By: _______________________________ Its Manager WOODMEN JOINT VENTURE, LLP By: _______________________________ Its General Partner EXHIBIT B - -------------------------------------------------------------------------------- DISTRICT COURT, EL PASO COUNTY, COLORADO Court Address: 20 E. Vermijo Avenue Colorado Springs, CO 80903 - ---------------------------------------------- Plaintiff(s): SUNBORNE XII, LLC, ) a Colorado limited liability company ) ) COURT USE ONLY Defendant(s): CIRCUIT TECHNOLOGY ) CORPORATION, a Utah corporation ) Case Number: 99 CV 2870 ) Third Party Defendant(s): IEHAB HAWATMEH, ) Div. 3 Ctrm: _________ ROGER KOKOZYON and RAED HAWATMEH ) - ---------------------------------------------- - -------------------------------------------------------------------------------- ORDER APPROVING SETTLEMENT AGREEMENT - -------------------------------------------------------------------------------- This matter comes before the Court pursuant to a Joint Motion to Approve Settlement Agreement. The Court, having reviewed the Settlement Agreement, hereby ORDERS: The Settlement Agreement is approved. The trial scheduled for April 2, 2002 is vacated. Dated this _____ day of _____________, 2002. BY THE COURT: --------------------------------- District Court Judge EX-10 4 form8k031902exh10-2.txt EXHIBIT 10.2 SUBSCRIPTION AGREEMENT EXHIBIT 10.2 CIRTRAN CORPORATION SUBSCRIPTION AGREEMENT CirTran Corporation 4125 South 6000 West West Valley City, Utah 84128 Gentlemen: The undersigned subscriber or subscribers (the "Purchaser") desires to purchase shares of Common Stock of CirTran Corporation, a Nevada corporation, formerly known as Circuit Technology, Inc. (the "Company"), pursuant to the terms and conditions of this Subscription Agreement (this Agreement). 1. Subscription. Purchaser hereby irrevocably subscribes for 4,664,620 shares (the Shares) of the restricted Common Stock of the Company upon the terms and conditions of this Subscription Agreement, and at a purchase price of $.075 per Share, in the form of the consideration stated on the signature page hereof. Purchaser agrees that this subscription shall be irrevocable. 2. Acceptance of Subscription. The Company shall have the right to accept or reject this subscription in its sole discretion. This Subscription Agreement shall be deemed null and void and of no further force or effect in the event the Release is not executed and delivered by all parties thereto. 3. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares. 4. Indemnification. Purchaser acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants in paragraph 3 hereof and that the Company has relied upon such representations, warranties and covenants, and he hereby agrees to indemnify and hold harmless the Company and any of its officers, directors, controlling persons, agents and employees, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company), or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the issuance of the Shares, against losses, damages, liabilities or expenses for which the Company or any officer, director or controlling person of the Company has not otherwise been reimbursed (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or controlling person in connection with such action, suit or proceeding. Notwithstanding the foregoing, however, no representation, warranty, covenant, acknowledgment or agreement made herein by Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to Purchaser under Federal or state securities laws. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in this paragraph 4 shall survive the acceptance of this subscription. 5. Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS. 6. Modification. Neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought. 7. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to Purchaser, to the address set forth on the signature page of this Subscription Agreement; or (b) If to the Company, to the address set forth on the first page of this Subscription Agreement, or at such other address as Purchaser or the Company may hereafter have advised the other. 8. Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and assigns. If Purchaser is more than one person, the obligation of such Acquirer shall be joint and several and the agreements, representations, warranties, covenants and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, legal representatives and assigns. 9. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the matters set forth herein and there are no representations, covenants or other agreements except as stated or referred to herein or as are embodied in the Agreement. 10. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned or any successor thereto. 11. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to the principles thereof relating to conflicts of law. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 10th day of January, 2002. If Purchaser is an INDIVIDUAL, or if acquired as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY by more than one individual: _____________________________ (Signature of Acquirer) ------------------------------ (Name Typed or Printed) ______________________________ (Signature of Co-Acquirer) ------------------------------ (Name Typed or Printed) - ---------------------------- --------------------------- Mailing Address Residence Address (if not residence) - ---------------------------- --------------------------- City, State and Zip Code City, State and Zip Code - ---------------------------- Social Security Number of Acquirer - ---------------------------- Consideration Paid for Shares If Purchaser is an ENTITY: Type of Ownership: (Check One) ____ Corporation ____ Partnership ____ Limited Liability Company ____ Limited Liability Partnership _X__ Trust ____ Pension or Profit Sharing Plan or Trust ____ Individual Retirement Account ____ Tax Exempt Organization ____ Estate ____ Other (specify) ______________________ Thomas L. Saliba & Betty R. Saliba, Trustees, --------------------------------------------- Saliba Living Trust ------------------- Name of Entity _____________________________________________ Signature of Acquirer's Authorized Signatory ______________________________________________ Name of Acquirer's Authorized Signatory (Print) ---------------------------------------------- Principal Business or Mailing Address ---------------------------------------------- City, State and Zip Code Federal Tax Identification Number ---------------------------------------------- Consideration Paid for Shares : - ----------------------------- $100,000 cash; and cancellation of $249,847 in principal amount of Company debt Accepted as of the ___________ day of ______________, 2002 CIRTRAN CORPORATION By:____________________________ Title:__________________________ EX-10 5 form8k031902exh10-3.txt EXHIBIT 10.3 SALIBA SUBSCRIPTION AGREEMENT EXHIBIT 10.3 CIRTRAN CORPORATION SUBSCRIPTION AGREEMENT CirTran Corporation 4125 South 6000 West West Valley City, Utah 84128 Gentlemen: The undersigned subscriber or subscribers (the "Purchaser") desires to purchase shares of Common Stock of CirTran Corporation, a Nevada corporation, formerly known as Circuit Technology, Inc. (the "Company"), pursuant to the terms and conditions of this Subscription Agreement (this Agreement). 1. Subscription. Purchaser hereby irrevocably subscribes for 21,989,900 shares (the Shares) of the restricted Common Stock of the Company upon the terms and conditions of this Subscription Agreement, and at a purchase price of $.075 per Share, in the form of the consideration stated on the signature page hereof. Purchaser agrees that this subscription shall be irrevocable. 2. Acceptance of Subscription. The Company shall have the right to accept or reject this subscription in its sole discretion. This Subscription Agreement shall be deemed null and void and of no further force or effect in the event the Release is not executed and delivered by all parties thereto. 3. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares. 4. Indemnification. Purchaser acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants in paragraph 3 hereof and that the Company has relied upon such representations, warranties and covenants, and he hereby agrees to indemnify and hold harmless the Company and any of its officers, directors, controlling persons, agents and employees, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company), or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the issuance of the Shares, against losses, damages, liabilities or expenses for which the Company or any officer, director or controlling person of the Company has not otherwise been reimbursed (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or controlling person in connection with such action, suit or proceeding. Notwithstanding the foregoing, however, no representation, warranty, covenant, acknowledgment or agreement made herein by Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to Purchaser under Federal or state securities laws. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in this paragraph 4 shall survive the acceptance of this subscription. 5. Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS. 6. Modification. Neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought. 7. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to Purchaser, to the address set forth on the signature page of this Subscription Agreement; or (b) If to the Company, to the address set forth on the first page of this Subscription Agreement, or at such other address as Purchaser or the Company may hereafter have advised the other. 8. Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and assigns. If Purchaser is more than one person, the obligation of such Acquirer shall be joint and several and the agreements, representations, warranties, covenants and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, legal representatives and assigns. 9. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the matters set forth herein and there are no representations, covenants or other agreements except as stated or referred to herein or as are embodied in the Agreement. 10. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned or any successor thereto. 11. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to the principles thereof relating to conflicts of law. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 10th day of January, 2002. If Purchaser is an INDIVIDUAL, or if acquired as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY by more than one individual: _____________________________ (Signature of Acquirer) ------------------------------ (Name Typed or Printed) ______________________________ (Signature of Co-Acquirer) ------------------------------ (Name Typed or Printed) - ---------------------------- ------------------------------ Mailing Address Residence Address (if not residence) - ---------------------------- ------------------------------ City, State and Zip Code City, State and Zip Code - ---------------------------- Social Security Number of Acquirer - ---------------------------- Consideration Paid for Shares If Purchaser is an ENTITY: Type of Ownership: (Check One) ____ Corporation ____ Partnership ____ Limited Liability Company ____ Limited Liability Partnership __X_ Trust ____ Pension or Profit Sharing Plan or Trust ____ Individual Retirement Account ____ Tax Exempt Organization ____ Estate ____ Other (specify) ______________________ Saliba Private Annuity Trust ------------------------------- Name of Entity (Print) _______________________________________________ Signature of Acquirer's Authorized Signatory ----------------------------------------------- Name of Acquirer's Authorized Signatory (Print) ----------------------------------------------- Principal Business or Mailing Address ----------------------------------- City, State and Zip Code Federal Tax Identification Number ---------------------------- Consideration Paid for Shares : - ----------------------------- $400,000 cash; and cancellation of $1,249,243 in principal amount of Company debt Accepted as of the ___________ day of ______________, 2002 CIRTRAN CORPORATION By:____________________________ Title:_________________________ EX-10 6 form8k031902exh10-4.txt EXHIBIT 10.4 RAJAI HAWATMEH SUB. AGR. EXHBIT 10.4 CIRTRAN CORPORATION SUBSCRIPTION AGREEMENT CirTran Corporation 4125 South 6000 West West Valley City, Utah 84128 Gentlemen: The undersigned subscriber or subscribers (the "Purchaser") desires to purchase shares of Common Stock of CirTran Corporation, a Nevada corporation, formerly known as Circuit Technology, Inc. (the "Company"), pursuant to the terms and conditions of this Subscription Agreement (this Agreement). 1. Subscription. Purchaser hereby irrevocably subscribes for 1,333,333 shares (the Shares) of the restricted Common Stock of the Company upon the terms and conditions of this Subscription Agreement, and at a purchase price of $.075 per Share, in the form of the consideration stated on the signature page hereof. Purchaser agrees that this subscription shall be irrevocable. 2. Acceptance of Subscription. The Company shall have the right to accept or reject this subscription in its sole discretion. This Subscription Agreement shall be deemed null and void and of no further force or effect in the event the Release is not executed and delivered by all parties thereto. 3. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares. 4. Indemnification. Purchaser acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants in paragraph 3 hereof and that the Company has relied upon such representations, warranties and covenants, and he hereby agrees to indemnify and hold harmless the Company and any of its officers, directors, controlling persons, agents and employees, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company), or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the issuance of the Shares, against losses, damages, liabilities or expenses for which the Company or any officer, director or controlling person of the Company has not otherwise been reimbursed (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or controlling person in connection with such action, suit or proceeding. Notwithstanding the foregoing, however, no representation, warranty, covenant, acknowledgment or agreement made herein by Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to Purchaser under Federal or state securities laws. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in this paragraph 4 shall survive the acceptance of this subscription. 5. Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS. 6. Modification. Neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought. 7. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to Purchaser, to the address set forth on the signature page of this Subscription Agreement; or (b) If to the Company, to the address set forth on the first page of this Subscription Agreement, or at such other address as Purchaser or the Company may hereafter have advised the other. 8. Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and assigns. If Purchaser is more than one person, the obligation of such Acquirer shall be joint and several and the agreements, representations, warranties, covenants and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, legal representatives and assigns. 9. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the matters set forth herein and there are no representations, covenants or other agreements except as stated or referred to herein or as are embodied in the Agreement. 10. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned or any successor thereto. 11. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to the principles thereof relating to conflicts of law. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 10th day of January, 2002. If Purchaser is an INDIVIDUAL, or if acquired as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY by more than one individual: _____________________________ (Signature of Acquirer) Rajai Hawatmeh ------------------------------ (Name Typed or Printed) - ---------------------------- ----------------------------- Mailing Address Residence Address (if not residence) - ---------------------------- --------------------------- City, State and Zip Code City, State and Zip Code - ---------------------------- Social Security Number of Acquirer Consideration Paid for Shares : - ----------------------------- Cancellation of $100,000 in principal amount of Company debt Accepted as of the ___________ day of ______________, 2002 CIRTRAN CORPORATION By:__________________________ Title:_________________________ EX-10 7 form8k031902exh10-5.txt EXHIBIT 10.5 IEHAB SUBSCRIPTION AGREEMENT EXHIBIT 10.5 CIRTRAN CORPORATION SUBSCRIPTION AGREEMENT CirTran Corporation 4125 South 6000 West West Valley City, Utah 84128 Gentlemen: The undersigned subscriber or subscribers (the "Purchaser") desires to purchase shares of Common Stock of CirTran Corporation, a Nevada corporation, formerly known as Circuit Technology, Inc. (the "Company"), pursuant to the terms and conditions of this Subscription Agreement (this Agreement). 1. Subscription. Purchaser hereby irrevocably subscribes for 15,333,333 shares (the Shares) of the restricted Common Stock of the Company upon the terms and conditions of this Subscription Agreement, and at a purchase price of $.075 per Share, in the form of the consideration stated on the signature page hereof. Purchaser agrees that this subscription shall be irrevocable. 2. Acceptance of Subscription. The Company shall have the right to accept or reject this subscription in its sole discretion. This Subscription Agreement shall be deemed null and void and of no further force or effect in the event the Release is not executed and delivered by all parties thereto. 3. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares. 4. Indemnification. Purchaser acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants in paragraph 3 hereof and that the Company has relied upon such representations, warranties and covenants, and he hereby agrees to indemnify and hold harmless the Company and any of its officers, directors, controlling persons, agents and employees, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company), or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the issuance of the Shares, against losses, damages, liabilities or expenses for which the Company or any officer, director or controlling person of the Company has not otherwise been reimbursed (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or controlling person in connection with such action, suit or proceeding. Notwithstanding the foregoing, however, no representation, warranty, covenant, acknowledgment or agreement made herein by Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to Purchaser under Federal or state securities laws. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in this paragraph 4 shall survive the acceptance of this subscription. 5. Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS. 6. Modification. Neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought. 7. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to Purchaser, to the address set forth on the signature page of this Subscription Agreement; or (b) If to the Company, to the address set forth on the first page of this Subscription Agreement, or at such other address as Purchaser or the Company may hereafter have advised the other. 8. Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and assigns. If Purchaser is more than one person, the obligation of such Acquirer shall be joint and several and the agreements, representations, warranties, covenants and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, legal representatives and assigns. 9. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the matters set forth herein and there are no representations, covenants or other agreements except as stated or referred to herein or as are embodied in the Agreement. 10. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned or any successor thereto. 11. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to the principles thereof relating to conflicts of law. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 10th day of January, 2002. If Purchaser is an INDIVIDUAL, or if acquired as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY by more than one individual: ___________________________ (Signature of Acquirer) Iehab J. Hawatmeh --------------------------- (Name Typed or Printed) - ---------------------------- --------------------------- Mailing Address Residence Address (if not residence) - ---------------------------- --------------------------- City, State and Zip Code City, State and Zip Code - ---------------------------- Social Security Number of Acquirer Consideration Paid for Shares : - ----------------------------- Cancellation of $1,150,000 in principal amount of Company debt Accepted as of the ___________ day of ______________, 2002 CIRTRAN CORPORATION By:__________________________ Title:_________________________ -----END PRIVACY-ENHANCED MESSAGE-----