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                                                                   Exhibit 10.38

                                 PROMISSORY NOTE
                                 ---------------

                                  June 17, 2004



Jersey City, New Jersey                                            $1,700,000.00



FOR VALUE RECEIVED,  the undersigned,  CIRTRAN CORP., a Nevada  corporation (the
"Company"),  promises to pay CORNELL CAPITAL PARTNERS,  LP (the "Holder") at 101
Hudson Street, Suite 3606, Jersey City, New Jersey 07302 or other address as the
Holder shall specify in writing,  the principal sum of One Million Seven Hundred
Thousand (U.S.) Dollars and 00/100  ($1,700,000.00) and will be payable pursuant
to the following terms:

1.       Amount of Note. The face amount of this  Promissory  Note (this "Note")
shall be payable  either out of the net  proceeds  to be received by the Company
under that certain  Equity Line of Credit  Agreement (the "Equity Line of Credit
Agreement")  dated as April 8, 2003  between the Company and the Holder,  or all
amounts  due  under  this  Note  shall  be  paid  in  full  within  one  hundred
ninety-three  (193)  calendar  days of the date  hereof,  unless an extension is
mutually agreed to by the parties in writing,  regardless of the availability of
proceeds  under the Equity  Line of Credit  Agreement..  The  Company  agrees to
escrow  fifteen  (15)  requests  for  advances  under the Equity  Line of Credit
Agreement in an amount not less than One Hundred Thousand Dollars ($100,000) and
one (1)  request for advance  under the Equity  Line of Credit  Agreement  in an
amount  not less than Two  Hundred  Thousand  Dollars  ($200,000)  (individually
referred to as "Advance Notice"  collectively  referred to "Advance Notices") as
well as an  appropriate  number  of  shares  of the  Company's  Common  Stock as
required  under  Section  2.2(c) of the  Equity  Line of Credit  Agreement  (the
"Escrowed Shares").  The Escrowed Shares are only an estimation of the shares of
the Company's  common stock necessary to repay the principal amount and interest
due  hereunder.  In the event  that  during  the life of this Note the  Escrowed
Shares are  insufficient  to repay all amounts due  hereunder  the Company shall
immediately  escrow,  pursuant to the  irrevocable  transfer agent  instructions
dated the date hereof  (the  "Irrevocable  Transfer  Agent  Instructions")  such
number of shares of the Company's  common stock  sufficient to repay all amounts
due hereunder.  The Advance Notices and the shares of the Company's Common Stock
will be held in escrow  by the law firm of  Butler  Gonzalez  LLP,  which  shall
release such requests to the Holder every seven (7) calendar days  commencing on
September 6, 2004.  The Holder may at its sole  discretion  retain and apply the
net proceeds of each advance (after  deducting any fees owed to the Holder under
the terms of the Equity Line of Credit) to the outstanding  balance of this Note
as existing  from time to time.  If this Note is not paid in full when due,  the
outstanding  principal owed hereunder  shall be due and payable in full together
with interest thereon at the rate of twenty-four  percent (24%) per annum or the



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highest permitted by applicable law, if lower.  During the term of this Note the
Company shall have the option to repay the amounts due hereunder in  immediately
available funds and withdraw any Advance Notices yet to be effected.

2.       Waiver and Consent.  To the fullest extent  permitted by law and except
as otherwise provided herein, the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

3.       Costs,  Indemnities and Expenses.  In the event of default as described
herein,  the Company agrees to pay all reasonable fees and costs incurred by the
Holder in  collecting  or securing or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Holder harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.

4.       Event of  Default.  Upon an Event of Default (as  defined  below),  the
entire principal  balance and accrued interest  outstanding under this Note, and
all other  obligations of the Company under this Note,  shall be immediately due
and payable  without any action on the part of the Holder,  and the Holder shall
be entitled  to seek and  institute  any and all  remedies  available  to it. No
remedy  conferred under this Note upon the Holder is intended to be exclusive of
any other remedy available to the Holder,  pursuant to the terms of this Note or
otherwise.  No single or partial  exercise by the Holder of any right,  power or
remedy  hereunder  shall  preclude any other or further  exercise  thereof.  The
failure  of the  Holder  to  exercise  any right or  remedy  under  this Note or
otherwise,  or delay in exercising such right or remedy,  shall not operate as a
waiver thereof.  An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the  following:  (i) the Company should fail for any reason
or for no reason to make  payment  of the  outstanding  principal  balance  plus
accrued interest  pursuant to this Note within the time prescribed herein or the
Company  fails to satisfy any other  obligation  or  requirement  of the Company
under this Note; or (ii) any proceedings under any bankruptcy laws of the United
States  of  America  or under  any  insolvency,  not  disclosed  to the  Holder,
reorganization,  receivership, readjustment of debt, dissolution, liquidation or
any  similar law or statute of any  jurisdiction  now or  hereinafter  in effect
(whether  in law or at equity) is filed by or against  the Company or for all or
any part of its property.

5.       Maximum  Interest  Rate.  In no event  shall  any  agreed  to or actual
interest charged, reserved or taken by the Holder as consideration for this Note
exceed the limits  imposed by New  Jersey  law.  In the event that the  interest
provisions  of this  Note  shall  result  at any  time or for any  reason  in an
effective  rate of interest that exceeds the maximum  interest rate permitted by
applicable  law, then without  further  agreement or notice the obligation to be


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fulfilled shall be automatically  reduced to such limit and all sums received by
the Holder in excess of those lawfully  collectible as interest shall be applied
against  the  principal  of this  Note  immediately  upon the  Holder's  receipt
thereof,  with the same force and effect as though the Company had  specifically
designated  such extra sums to be so  applied  to  principal  and the Holder had
agreed  to  accept  such  extra  payment(s)  as  a  premium-free  prepayment  or
prepayments.

6.       Cancellation  of Note.  Upon the repayment by the Company of all of its
obligations  hereunder to the Holder,  including,  without limitation,  the face
amount  of this  Note,  plus  accrued  but  unpaid  interest,  the  indebtedness
evidenced hereby shall be deemed canceled and paid in full.  Except as otherwise
required  by law or by the  provisions  of this Note,  payments  received by the
Holder hereunder shall be applied first against  expenses and indemnities,  next
against  interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

7.       Severability. If any provision of this Note is, for any reason, invalid
or  unenforceable,  the remaining  provisions of this Note will  nevertheless be
valid and enforceable and will remain in full force and effect. Any provision of
this  Note  that is held  invalid  or  unenforceable  by a  court  of  competent
jurisdiction  will be deemed  modified to the extent  necessary to make it valid
and enforceable and as so modified will remain in full force and effect.

8.       Amendment  and Waiver.  This Note may be amended,  or any  provision of
this Note may be waived,  provided  that any such  amendment  or waiver  will be
binding on a party  hereto  only if such  amendment  or waiver is set forth in a
writing executed by the parties hereto. The waiver by any such party hereto of a
breach of any  provision  of this Note shall not  operate or be  construed  as a
waiver of any other breach.

9.       Successors.  Except as otherwise provided herein,  this Note shall bind
and inure to the benefit of and be  enforceable  by the parties hereto and their
permitted successors and assigns.

10.      Assignment. This Note shall not be directly or indirectly assignable or
delegable  by the  Company.  The  Holder  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

11.      No Strict  Construction.  The language used in this Note will be deemed
to be the language  chosen by the parties hereto to express their mutual intent,
and no rule of strict construction will be applied against any party.

12.      Further  Assurances.  Each party hereto will execute all  documents and
take such other  actions as the other party may  reasonably  request in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.


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13.      Notices,  Consents,  etc.  Any  notices,  consents,  waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:


If to Company:                              Cirtran Corp.
                                            4125 S. 6000 West
                                            West Valley City, UT
                                            Attention:  Iehab J. Hawatmeh
                                            Telephone:  (801) 963-5112
                                            Facsimile:  (801) 963-8823

With Copy to:                               Durham, Jones & Pinegar
                                            111 East Broadway - Suite 900
                                            Salt Lake City. UT 84111
                                            Attention:  C. Parkinson Lloyd, Esq.
                                            Telephone:  (801) 415-3000
                                            Facsimile:  (801) 415-3500

If to the Company:                          Cornell Capital Partners, L.P.
                                            101 Hudson Street, Suite 3606
                                            Jersey City, NJ 07302
                                            Attention:  Mark A. Angelo
                                            Telephone:  (201) 324-1619
                                            Facsimile:  (201) 324-1447


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

14.      Remedies,  Other  Obligations,  Breaches  and  Injunctive  Relief.  The
Holder's  remedies  provided in this Note shall be cumulative and in addition to
all other remedies  available to the Holder under this Note, at law or in equity
(including a decree of specific  performance and/or other injunctive relief), no
remedy of the Holder  contained  herein  shall be deemed a waiver of  compliance
with the  provisions  giving rise to such remedy and nothing  herein shall limit
the Holder's  right to pursue  actual  damages for any failure by the Company to


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comply with the terms of this Note.  Every right and remedy of the Holder  under
any document  executed in connection with this transaction may be exercised from
time to time and as often as may be deemed expedient by the Holder.  The Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to the Holder  and that the remedy at law for any such  breach
may be inadequate.  The Company  therefore agrees that, in the event of any such
breach or threatened  breach,  the Holder shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach, and specific
performance  without the necessity of showing economic loss and without any bond
or other security being required.

15.      Governing Law; Jurisdiction. All questions concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts sitting in Essex County,  New Jersey, for the adjudication of any dispute
hereunder  or in  connection  herewith  or  therewith,  or with any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

16.      No Inconsistent  Agreements.  None of the parties hereto will hereafter
enter into any agreement,  which is inconsistent  with the rights granted to the
parties in this Note.

17.      Third Parties. Nothing herein expressed or implied is intended or shall
be  construed  to confer  upon or give to any person or  entity,  other than the
parties to this Note and their respective  permitted successor and assigns,  any
rights or remedies under or by reason of this Note.

18.      Waiver of Jury Trial.  AS A MATERIAL  INDUCEMENT FOR THE HOLDER TO LOAN
TO THE COMPANY THE MONIES  HEREUNDER,  THE  COMPANY  HEREBY  WAIVES ANY RIGHT TO
TRIAL  BY JURY IN ANY  LEGAL  PROCEEDING  RELATED  IN ANY WAY TO THIS  AGREEMENT
AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


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19.      Entire  Agreement.  This Note  (including the recitals  hereto) and the
Irrevocable  transfer Agent  Instructions set forth the entire  understanding of
the parties with respect to the subject matter hereof, and shall not be modified
or  affected  by any  offer,  proposal,  statement  or  representation,  oral or
written,  made by or for any party in  connection  with the  negotiation  of the
terms  hereof,  and may be  modified  only by  instruments  signed by all of the
parties hereto.


                              [Signature to Follow]



































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IN WITNESS  WHEREOF,  this Note is  executed by the  undersigned  as of the date
hereof.


                                    CORNELL CAPITAL PARTNERS, LP

                                    By: Yorkville Advisors, LLC
                                    Its: General Partner

                                    By: /s/ Mark Angelo
                                        --------------------------
                                    Name:   Mark Angelo
                                    Its:    Portfolio Manager


                                    CIRTRAN CORP.

                                    By: /s/ Iehab J. Hawatmeh
                                        --------------------------
                                    Name:   Iehab J. Hawatmeh
                                    Title:  President & Chief Executive Officer
































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