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2. License. Assignee hereby grants to Assignor (and all of its assigns) a perpetual, non-exclusive, royalty-free license to use the MMTV Mark (the “License”); provided that the Assignor may only use the MMTV Mark in such manner as is consistent with Assignor’s past practices prior to the date hereof. Assignee, in its sole discretion, may revoke this License at any time upon written notice (the “Notice”) to the Assignor.
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2. COLLATERAL ASSIGNMENT OF TRADEMARKS, COPYRIGHTS AND PATENTS. To secure the prompt payment and performance of all of Borrower’s present and future indebtedness and Obligations to Lender (collectively, the “DEBT”) Borrower hereby grants to Lender a continuing security interest in, and, to the extent provided in SECTION 4 hereof, shall assign, transfer and convey, to the Lender all right, title and interest, in the United States and throughout the world, in, to and under the following (all of which are collectively called the “COLLATERAL”) whether now existing or hereafter created or acquired:
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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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1. Assignment And Grant of Rights: Assignor hereby irrevocably grants, sells, assigns, conveys and sets over to Assignee in perpetuity, throughout the world, all of Assignor’s right, title and interest of every kind and nature in and to the Project, and any and all underlying material, life story rights, titles, themes, characters, screenplays, stories, treatments, and outlines related too any of such projects, and all translations, adaptations, revisions, sequels and other versions thereof and any other material of any kind pertaining or related to any of such projects, whether now owned or hereafter acquired by Assignor (collectively, the “Properties”), including, without limitation, all of Assignor’s rights to produce, distribute, exhibit, exploit and advertise in any and all media now known or hereafter devised, motion pictures based on the Properties and all copyrights and copyright interests relating thereto (in the United States and its possessions, and all foreign territories, whether statutory or common law, and any renewals and extensions thereof) and any right to receive revenue or other benefits from the Properties; and (ii) each of the contracts, agreements, assignments, documents and instruments entered into by Assignor that pertain to any of the Properties, including, without limitation, those contracts, agreements, assignments, documents and instruments made or entered into in connection with the Project, and the results and proceeds thereof (the “Assigned Agreements”), subject to such restrictions, if any, on such rights as are contained in the Assigned Agreements or any applicable and binding collective bargaining agreements.
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THIS PURCHASE AGREEMENT ASSIGNMENT (this “Assignment”) dated as of *** , 200 among K-Sea Operating Partnership, L.P. (the “Assignor”), First Union Commercial Corporation (together with its successors and assigns, the “Assignee”) and *** (the “Builder”). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

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Exhibit H

[form of General Assignment of Freights]

ASSIGNMENT OF CHARTER PARTIES,
CHARTER HIRE AND EARNINGS

The undersigned, K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (hereinafter called the “Assignor”), in consideration of One Dollar ($1) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has assigned, transferred and set over and by this instrument does assign, transfer and set over, unto FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the “Assignee”), and unto the Assignee’s successors and assigns, to its and its successors’ and assigns’ own proper use and benefit, and, as collateral security for the Obligations of Assignor to the Assignee pursuant to the terms and conditions of that certain Loan Agreement, dated as of March __ , 2005 (as from time to time the same may be amended, supplemented or otherwise modified, the “Loan Agreement”), between Assignor and Assignee and the other Principal Documents, and does hereby grant the Assignee a security interest in all of Assignor’s right, title and interest in and to: (i) any and all charter parties, whether bareboat or demise, time or voyage charters, contracts of affreightment or other contracts for the use or employment of vessels, transportation of cargo or passengers respecting the Assignor’s United States-flag vessel(s) identified on Schedule I hereto now or hereafter acquired (the “Vessels”), and all charter hire, rentals and other sums due and to become due thereunder or in connection therewith, including, without limitation, all rights and claims of Assignor as “Owner”, now or hereafter existing, under any insurance, indemnities, warranties and guaranties provided for or arising out of or in connection with any charter of any of the Vessels, for any damages arising out of or for breach or default under or in connection with any charter, to all other amounts from time to time paid or payable under or in connection with any charter, and to terminate any charter and to exercise or enforce any and all covenants, remedies, powers and privileges thereunder and, all accounts and contract rights and all freights, hire and other monies earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of whatsoever nature arising out of or as a result of the ownership and operation by the Assignor or any of its agents of the Vessels, (ii) all monies and claims for monies due and to become due to the Assignor and all claims for damages arising out of the breach of any and all present and future bareboat, demise, time and voyage charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, mail and/or passengers, and operations of every kind whatsoever of the Vessels and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its respective successors or assigns, arising out of or in any way connected with the present or future use, operation or management of the Vessels or arising or in any way connected with any and all present and future requisitions, charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, mail and/or passengers, and other operations of the Vessels, (iii) all monies and claims for monies due and to become due to the Assignor, and all claims for damages in respect of the actual or constructive total loss of or requisition of use of or title to any Vessels, and (iv) any proceeds of any of the foregoing (any and all such amounts, hereinafter called “Earnings”).
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ARTICLE 2 REPRESENTATIONS AND WARRANTIES.

2.01 By Big River. In addition to the covenants made in Articles 3 and 4, in order to induce GBC to execute this Agreement, Big River represents and warrants that:

(1) subject to the receipt of the Recipes and product specifications attached hereto as Exhibit E, Big River is in possession of (or will acquire) and will use all necessary ability, knowledge, know-how and methods of production to brew, sell and serve beer in accordance with the terms and conditions of this Agreement;

(2) Big River has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

(3) the execution, delivery and performance of this Agreement has been duly authorized by Big River;

(4) Big River is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets and the transaction of the Restaurant Business and the business of the character transacted by it and contemplated by this Agreement, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement;

(5) Big River is in compliance with all applicable Federal, state and local laws and regulations pertaining to the Restaurant Business and its obligations under this Agreement, except where the failure to be so compliant would not have a material adverse effect on its ability to fulfill its obligations under this Agreement.

2.02 By GBC. In addition to the covenants made in Articles 3 and 4, in order to induce Big River to execute this Agreement, GBC represents and warrants that:

(1) GBC has full legal title to the Marks in the United States free and clear of any liens or encumbrances and, to its knowledge, of any right or interest of others therein, direct or contingent, except as set forth on Exhibit B;

(2) Exhibit B sets forth the Marks under which GBC presently conducts the Restaurant Business and the Brewery Business. However, Exhibit B does not necessarily include all of the Marks or trade dress used in advertising, packaging and labeling materials for the Product, which Brewery Marks and trade dress will be made available to Big River solely for use in connection with Point-of-Sale Materials for Product brewed under the Restaurant Marks in the Restaurants;

(3) GBC is the owner of the Recipes, and there are no existing process patents with respect thereto;

(4) GBC has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

(5) except as set forth on Exhibit F, GBC is not a party to any other contract, agreement or understanding, written or oral, that will be assumed by Big River (with the exception of agreements with respect to the Concession Business listed on Exhibit F, which will not be assumed by Big River) pursuant to the Asset Purchase Agreement and which materially affects the manufacture, promotion, marketing or sale of beer under the Marks in the Territory;

(6) the execution, delivery and performance of this Agreement has been duly authorized by GBC;

(7) GBC is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets and the transaction of the Brewery Business, and the business of the character transacted by it and contemplated by this Agreement, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement; and

(8) GBC is in compliance with all applicable Federal, state and local laws and regulations pertaining to the Brewery Business and it obligations under this Agreement, except where the failure to be so compliant would not have a material adverse effect on its ability to fulfill its obligations under this Agreement.

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ARTICLE 4 BRAND MANAGEMENT COUNCIL.

Each Party shall appoint three representatives to actively participate in a Brand Management Council which will meet at least once annually to (1) address any issues with respect to the terms and conditions of this Agreement; (2) any proposed alterations or modifications of the Brewery Marks or Restaurant Marks; (3) any proposal for a new mark or Internet domain name consisting or comprised of any of the Brewery Marks or Restaurant Marks; (4) the value, reputation and goodwill of the Brewery Marks or Restaurant Marks; and (5) any imbalances or discrepancies between the value, reputation and goodwill of the Restaurant Marks and the Restaurant Business on the one hand and the Brewery Marks and the Brewery Business on the other. The Parties agree to cooperate to take any measures required to take advantage of any reasonable business opportunities with respect to the value or prestige of the Brewery Marks or Restaurant Marks, and to rectify the degradation or decline in value or prestige of any of the Brewery Marks or Restaurant Marks, including conducting brand and marketing studies in furtherance of the foregoing. In the event that a Party wishes to alter or modify the Brewery Marks or Restaurant Marks, or the Web Site associated with the Restaurant Business or Brewery Business, or the nature and scope of the products or services included in the Restaurant Business or the Brewery Business, that Party agrees to seek the prior written approval of the other Party to such alteration or modification, which shall not be unreasonably withheld or denied. Each Party shall have the right to object to any such proposed alterations or modifications that are inconsistent with the image, reputation or goodwill associated with the Restaurant Business, the Brewery Business, the Brewery Marks, the Restaurant Marks or the Parties.

ARTICLE 5 INFRINGEMENT PROCEEDINGS.

Each party shall promptly notify the other party in writing of any actual or suspected unauthorized third party use of the Brewery Marks or Restaurant Marks or Confidential and Proprietary Information, as such use comes to a Party’s attention. If the Party elects to defend or enforce its rights relating to such alleged infringement, upon written notice to the other Party it shall have the sole and absolute right and discretion to (1) communicate in writing or orally with the alleged infringer; and (2) enforce or defend its rights in, to and under the Brewery Marks or Restaurant Marks, as applicable; and (3) commence infringement, unfair competition or other proceedings involving the Brewery Marks or Restaurant Marks, as applicable; and (4) retain counsel for any of the foregoing purposes. If the infringement involves both the Restaurant Marks and the Brewery Marks each Party shall have the opportunity to participate in (1) the communication in writing or orally with the alleged infringer; and (2) the enforcement or defense of its rights; and (3) the undertaking of infringement, unfair competition or other proceedings involving the Brewery Marks and Restaurant Marks, and Confidential and Proprietary Information; provided, however, that if a Party elects not to defend or enforce its rights against such alleged infringer, the non-enforcing Party shall be entitled to exercise any of the foregoing rights alone (including retention of counsel of its choice) and the Party agrees to cooperate with the enforcing Party in the exercise of such rights. Damages recovered as a result of such infringement, net of the fees and costs of enforcement, shall be equitably apportioned between the Parties in accordance with their percentage contribution to the fees and costs of enforcement, and otherwise equitably apportioned in accordance with the relative damages suffered by each Party as a result of such infringement.
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1. ASSIGNMENT

(a) The Seller assigns to the Buyer the entire copyright whether vested
contingent or future in the Work and all rights of action and all other rights
of whatever nature in and to the Work whether now known or in the future created
to which the Seller is now or may at any time after the date of this Agreement
be entitled by virtue of or pursuant to any of the laws in force in any part of
the world, to hold the same to the Buyer its successors and assignees absolutely
for the whole period of such rights for the time being capable of being assigned
by the Seller together with any and all renewals revivals reversions and
extensions throughout the world.

(b) The Seller undertakes to do any and all acts and execute any and all
documents in such manner and at such locations as may be required by the Buyer
in its sole discretion in order to protect perfect or enforce any of the rights
granted or confirmed to the Buyer pursuant to this Agreement. As security for
the performance by the Seller of the Seller’s obligations under this Agreement
if the Seller shall have failed following 14 days notice from the Buyer to
execute any document or perform any act required pursuant to this Agreement the
Buyer shall have the right to do so in the place and stead of the Seller as the
lawfully appointed attorney of the Seller and the Seller undertakes and warrants
that the Seller shall confirm and ratify and be bound by any and all of the
actions of the Buyer pursuant to this Clause and such authority and appointment
shall constitute a power coupled with an interest and will be irrevocable.

2 REMUNERATION

The Buyer undertakes to pay to the Seller the sum of $40,000 USD subject to and
conditional upon the full complete and timely performance and observance by the
Seller of all the Seller’s undertakings and warranties under this Agreement
(insert remuneration details):
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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the seventh day of August, 2007, by and between California Management Solutions, Inc., a California corporation (“Employer”), and

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1.

EMPLOYMENT. Employer hereby agrees to employ Employee and Employee hereby accepts such employment, upon the terms and conditions hereinafter set forth.

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EMPLOYEE NONDISCLOSURE AND INVENTION
AND
COPYRIGHT ASSIGNMENT AGREEMENT

In consideration of my employment by US Farms or any of its subsidiaries and affiliates (“Employer”):

1.

I will promptly disclose to Employer in writing all discoveries, concepts and ideas, whether patentable or unpatentable, including but not limited to processes, designs, innovations, inventions, formulas, methods, and techniques, as well as improvements and know-how related thereto, made, conceived, reduced to practice or earned by me while in Employer’s employ, either solely or jointly with others during my employment (“Employer Inventions”). This Agreement shall not apply to any Invention developed entirely on my own time without using Employer’s equipment, supplies, facilities or trade secret information, except for those items and inventions that either: (i) relate, at the time of conception or reduction to practice of the invention, to Employer’s business or any of the products or services being developed, manufactured or sold by Employer or which may conveniently be used in relation therewith, or actual, or demonstrably anticipated research or development of Employer, or (ii) result from any work performed by me for Employer.

THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE.

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1. Assignment. Assignor hereby assigns and transfers unto Assignee, Assignor’s entire right, title and interest in and to the following:

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