CIRTRAN CORPORATION

CirTran Corporation is committed to the highest ethical standards and integrity in its business activities. The company expects this commitment to extend to its employees, officers and directors at all levels, including its subsidiaries.

As customers and the investing public become acquainted with the outstanding products and services offered by CirTran and make an investment in the company, it is important that they be able to trust that the operations of the company meet the same high standards as the products and services it offers. While every CirTran employee is responsible for the consequences of his or her actions, it is executive management, the board of directors and the corporate employees, including officers, who are the primary guardians of the company’s ethics. The management and directors of CirTran have the added responsibility of setting an example by their personal performance and an attitude that conveys the company’s ethical values of honesty and respect.

Business Ethics

It is the policy of the company that each employee of CirTran, regardless of position or location, shall conduct their affairs with uncompromising honesty and integrity. All employees, as well as executive officers and directors, shall adhere to the highest standard of conduct, honesty and integrity, regardless of local custom. All employees, officers and directors are expected to be honest and ethical in dealing with each other, with customers, regulators, vendors and other third parties.

Employees must respect the rights of fellow employees and third parties. Their actions must be free from illegal discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran's status, handicap or disability. Misconduct will not be excused because it was directed or requested by another person. Each employee should alert management whenever an illegal, dishonest or unethical act is discovered or suspected. No person will ever be penalized for reporting such discoveries or suspicions. Reports may be made anonymously through procedures established by the Board of Directors. CirTran conducts its affairs consistent with the applicable laws and regulations of the jurisdictions where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between the company’s ethical practices, and the practices, customs, and the laws of a country or other jurisdiction, the company will seek to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, the company will not proceed with the proposed action giving rise to the conflict.

The following statements address various standards as applied to frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct and Ethics will result in corrective action, including possible dismissal.

Public Reports

CirTran is a public company. The company files periodic and other reports with the Securities and Exchange Commission. Its shares are traded publicly and may in the future be listed on one or more national exchanges or included in The Nasdaq Stock Market. The reports and other documents filed with the SEC (and, when appropriate, the exchanges) are made publicly available and posted on the company’s corporate website. In addition it is the company’s practice to make public announcements on a current basis of material developments at the company. The company’s policy and practice will be to ensure that all disclosure made in reports and documents and statements that CirTran files with, or submits to, the Securities and Exchange Commission and in other public communications are full, fair, accurate, timely, and understandable.

If an employee, officer or director is responsible for assisting in the preparation or review of any report filed under applicable state or federal securities laws or other regulatory standards, he or she must assure that the information contained in the report, particularly in the section or parts of the reports for which he or she is primarily responsible, are complete and accurate and that they are true in every respect. Furthermore these reports must not contain any misrepresentation of any fact or omit any fact that might be material to a complete understanding of the company’s results of operations or financial condition or in any other way be misleading to the public. Employees, officers and directors should report any material misstatement or omission or any suspected fraud in connection with these reports to management or the Board of Directors without fear of reprisal or punishment.

Conflicts of Interest

Employees, as well as executive officers and directors, must avoid any personal activity, investment or association that could appear to interfere with good judgment concerning the best interests of the company. The Audit Committee of the Board of Directors must review and approve all proposed transactions involving the company on the one hand, and any officer or director or significant shareholder, on the other.

No employee, officer or director may exploit his or her position or relationship with the company for personal gain. All employees, officers and directors should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if an officer, director or employee should:

Cause the company to engage in business transactions with relatives or friends that would not redound to the benefit of CirTran.
Use nonpublic company, customer, or vendor information for personal gain by the employee, officer, director or their relatives or friends (including securities transactions based on such information);
Have more than a modest financial interest in any vendor, customer or competitor;
Receive a loan, or guarantee of obligations, from the company or a third party as a result of his or her position at the company; or
Compete, or prepare to compete, with the company while still employed by CirTran or in violation of statutory or contractual duties or restrictions.
These are examples only. There are other situations in which a conflict of interest may arise.

Gifts, Bribes and Kickbacks

Other than modest gifts given or received in the normal course of business (including travel or entertainment), no employee, officer, or director or their respective relatives may give gifts to, or receive gifts from, the company's customers, clients and vendors. Other gifts may be given or accepted only with prior approval of senior management. In no event should the employee, officer or director put CirTran or himself or herself in a position that would be embarrassing if the gift was made public.

Dealing with government employees is often different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. Employees, officers and directors must be aware of and strictly follow these prohibitions.

Any employee, officer or director who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment, regardless of the appropriateness of such a practice in local custom or law.