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                                  EXHIBIT 10.38


                           CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT made as of September 12, 2001 by and between AML Communications,
Inc., a Delaware corporation (the "Company"), and David Swoish ("Executive").

                                   WITNESSETH

        WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the threat or the occurrence of a Change in Control (as hereinafter
defined) can result in significant distractions of its key management personnel
because of the uncertainties inherent in such a situation;

        WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of Executive
in the event of a threat or occurrence of a Change in Control and to ensure his
continued dedication and efforts in such event without undue concern for his
personal financial and employment security; and

        WHEREAS, in order to induce Executive to remain in the employ of the
Company, particularly in the event of a threat or the occurrence of a Change in
Control, the Company desires to enter into this Agreement with Executive to
provide Executive with certain benefits in the event of a termination of
employment as a result of a Change in Control.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is agreed as follows:

        1. Term of Agreement. This Agreement shall commence as of the date
           hereof and shall continue in effect so long as Executive is an
           employee of the Company.

        2. Definitions.

        2.1. Base Amount. For purposes of this Agreement, "Base Amount" shall
mean Executive's annual base salary at the rate in effect immediately prior to
the Change in Control and shall include all amounts of his base salary that are
deferred under any other agreement or arrangement with the Company.

        2.2. Change in Control. For purposes of this Agreement, a "Change in
Control" shall mean any consolidation or merger of the Company with or into
another corporation or corporations in which the stockholders of the Company
immediately prior to the consolidation or merger do not retain a majority of the
voting power of the surviving corporation or a sale of all or substantially all
of the assets of the Company.

        2.3. Company. For purposes of this Agreement, the "Company" shall
include the Company's "Successors and Assigns" (as hereinafter defined).


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        2.4. Successors and Assigns. For purposes of this Agreement, "Successors
and Assigns" shall mean a corporation or other entity acquiring all or
substantially all the assets and business of the Company whether by operation of
law or otherwise, and any affiliate of such Successors and Assigns.

        3. Payment Upon a Change in Control

        3.1 Change in Control. If, during the term of this Agreement, a Change
in Control occurs and employment is terminated within one year of the effective
date of the Change in Control, the Company shall pay Executive in a single
payment an amount in cash equal to the Base Amount.

        3.2 Date of Payment. The amount provided for in Section 3.1 shall be
paid in a single lump sum cash payment within ten (10) days after the effective
date of the termination of employment (assuming a change of control has occurred
within twelve months of the termination date.

        4. Successors; Binding Agreement. This Agreement shall be binding upon
and shall inure to the benefit of the Company, its Successors and Assigns, and
the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive's legal
personal representative.

        5. Notice. For the purposes of this Agreement, notices and all other
communications shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, by overnight courier or by facsimile, addressed to the
respective addresses and facsimile numbers last given by each party to the
other, provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company. All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.

        6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company and for which
Executive may qualify, nor shall anything herein limit or reduce such rights as
Executive may have under any other agreements with the Company. Amounts which
are vested benefits or which Executive is otherwise entitled to receive under
any plan or program of the Company shall be payable in accordance with such plan
or program, except as explicitly modified by this Agreement.

        7. No Guaranteed Employment. Executive and the Company acknowledge that
the employment of Executive by the Company is "at will" and may be terminated by
either Executive or the Company at any time.

        8. Settlement of Claims. The Company's obligation to make the payment
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against Executive or others.

        9. Mutual Non-Disparagement. The Company and its affiliates agree and
the Company shall use its best efforts to cause their respective executive
officers and directors to agree, that they will not make

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or publish any statement critical of Executive, or in any way adversely
affecting or otherwise maligning Executive's reputation. The Executive agrees
that he will not make or publish any statement critical of the Company, its
affiliates and their respective executive officers and directors, or in any way
adversely affecting or otherwise maligning the business or reputation of any
member of the Company and its affiliates and their respective officers,
directors and employees.

        10. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

        11. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California without giving
effect to the conflict of laws principles thereof.

        12. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

        13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and Executive has executed this Agreement as of the
day and year first above written.

                                            AML COMMUNICATIONS, INC.

                                            By:
                                               ---------------------------------
                                               Jacob Inbar
                                               President and CEO

                                            By:
                                               ---------------------------------
                                               David Swoish
                                               Director of Finance