270 Legal [Sample Agreements]

ASSIGNMENT AND EXCLUSIVE SERVICES AGREEMENT

THIS ASSIGNMENT AND EXCLUSIVE SERVICES AGREEMENT is made and entered into this 26th day of May, 2006 to be effective as of April 1, 2006 (the “Effective Date”) by and between DIVERSE TALENT GROUP, INC., a California corporation (”DTGroup”), Christopher Nassif (”Nassif” or collectively with DTGroup, “DT”) and DIVERSE MEDIA GROUP CORP. (”DMG”) a Utah corporation and a wholly-owned subsidiary of Cirtran Corporation, a Nevada corporation.

RECITALS

A. DT operates as a licensed talent agency in Los Angeles, California. DT has developed extensive industry contacts among both talent and producers.

B. DMG is commencing a diversified media business of product marketing, infomercial production, media financing and product merchandising services to the Direct Response and Entertainment Industries. As part of such business, DMG intends to establish an exclusive operations relationship with DT whereby DMG will outsource its talent agency operations to DT and provide financing to DT to assist in its growth.

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8. Buy-Sell Agreement.

(a) In the event that this Agreement terminates due to a non-renewal by either party pursuant to paragraph 7(a), then upon termination (i) DTGroup shall have the option to purchase the Talent Division Assets (as defined below) not already owned by it (the “DTGroup Option”), and (ii) DMG will have the option to purchase the Talent Division Assets as defined below (the “DMG Option” or collectively with the DTGroup Option, the “Options”) not already owned by it on the terms outlined herein. Each of the parties will have 45 days after the effective date of termination to notify the other party whether or not it desires to exercise its Option.

(b) The exercise price of the Options will be equal to 50% of the average annual Gross Profit used in calculating DTGroup’s ongoing compensation for the three years preceding termination.
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