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                                                                   Exhibit 10.50
                                 PROMISSORY NOTE
                                January 28, 2005

Jersey City, New Jersey                                                 $565,000

FOR VALUE RECEIVED,  the undersigned,  CIRTRAN CORP., a Nevada  corporation (the
"Company"),  promises to pay CORNELL CAPITAL  PARTNERS,  LP the "Lender") at 101
Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the
Lender shall  specify in writing,  the  principal sum of Five Hundred Sixty Five
Thousand  Dollars  ($565,000)  and  interest at the annual rate of seven and one
half percent (7.5%) on the unpaid balance pursuant to the following terms:

1. Principal and Interest.  For value  received,  the Company hereby promises to
pay to the order of the Lender on the date eighteen  months from the date hereof
in lawful  money of the United  States of America and in  immediately  available
funds the principal sum of Five Hundred Sixty-Five  Thousand Dollars ($565,000),
together with interest on the unpaid  principal of this Debenture at the rate of
seven and one half percent  (7.5%) per year  (computed on the basis of a 365-day
year and the actual days  elapsed)  from the date of this  Promissory  Note (the
"Note") until paid plus a nine percent premium.

2. Monthly  Payments of the Note.  The Company  shall make  monthly  payments of
interest only on the  outstanding  principal  balance of the Note,  the first of
which shall be due and payable on the date one month from the date  hereof,  and
with payments being due and payable each succeeding month thereafter for a total
of 6 months.  Beginning on the date seven (7) months from the date  hereof,  the
Company shall make monthly prepayments of the outstanding  principal of the Note
in six  (6)  equal  principal  payments  of  Ninety-Four  Thousand  One  Hundred
Sixty-Six Dollars and Sixty-Seven Cents  ($94,166.67),  plus interest accrued on
the outstanding  principal amount on the date of tech payment,  and a premium of
nine percent of the  principal  amount as set forth in Section 3, with the first
such  payment  being due and  payable on the date seven (7) months from the date
hereof and with payments  being due and payable on the first trading day of each
succeeding  month thereafter until all principal and interest has been paid. All
payment amounts shall be first applied to interest and the balance to principal.

3. Fee and  Expenses.  The Company  shall pay to the Lender a fee equal to seven
and one half percent (7.5%) of the principal  amount as well a fee equal to Five
Thousand Dollars ($5,000) to Yorkville Advisors Management, LLC.

4. Right of Prepayment.  Notwithstanding the payments pursuant to Section 2, the
Company at its option  shall have the right to prepay,  with three (3)  business
days advance written notice, a portion or all outstanding principal of the Note.

5. Waiver and  Consent.  To the fullest  extent  permitted  by law and except as



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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.

6. 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 Lender
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 Lender 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.

7. Event of Default. 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  any  payment  of the  interest,  outstanding
principal balance.  plus accrued interest, or any prepayment premium pursuant to
this Note within  fifteen (15) days of the date due as prescribed  herein;  (ii)
failure by the Company for twenty (20) days after notice to it to satisfy any of
its other obligations or requirements or comply with any Of its other agreements
under this Note;  (iii) any proceedings  under any bankruptcy laws of the United
States  of  America  or under  any  insolvency,  not  disclosed  to the  Lender,
reorganization,  receivership, readjustment of debt, dissolution, liquidation or
any similar } aw 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;  or (iv) a breach by the  Company of its  obligations
under  the  Promissory  Note  Purchase  Agreement,  Security  Agreement,  Pledge
Agreement,  Escrow  Agreement,  Irrevocable  Transfer Agent  Instructions or any
other related  agreements  hereunder  between the Company and the cinder of even
date  herewith  which is not cured by the  Company  within  ten (10) days  after
receipt of written notice  thereof Upon an Event of Default (as defined  above),
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  Lender,  and the Lender
shall be entitled to seek and  institute  any and all remedies  available to it.
Upon an Event of Default, the Lender shall, in addition to any other remedy, the
Lender may,  notwithstanding  any limitations  contained in this Note and/or the
Note Purchase Agreement dated the date hereof in its sole discretion, accelerate
full  repayment of the Note and  therefore  have the right to convert the entire
principal  balance and accrued  interest  outstanding  under this Note,  and all
other  obligations of the Company under this Note into restricted  shares of the
Company's common stock,  par value $0.001,  (the "Common Stock") to be issued as
outlined in the Irrevocable  Transfer Agent  Instructions dated the date hereof,
at the lower of (a) one hundred  twenty  percent (120%) of the closing bid price
of the Common Stock as of the date hereof,  or (b) eighty  percent  (80%) of the
average of the three (3) lowest  closing bid prices of the Common  Stock for the
thirty (30) days prior to the date of conversion. (the "Conversion Shares").

8.  Reservation  of Shares As outlined  Section 6 herein and.  more fully in the
Irrevocable Transfer Agent Instructions the Company shall have reserved with its


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transfer  agent  such  number  of  shares  necessary  in  cinder  to  effectuate
conversions  of this Note in an Even of  Default.  The  Company  shall  take all
action  reasonably  necessary to at all times have authorized,  and reserved for
the  purpose  of  issuance,  such  number of shares of Common  Stock as shall be
necessary to effect the issuance of the  Conversion  Shares.  If at any time the
Company does not have  available  such shares of Common Stock as shall from time
to time be sufficient to effect the conversion of all of the  Conversion  Shares
of the Company shall call and hold a special meeting of the shareholders  within
sixty  (60) days of such  occurrence,  for the sole  purpose of  increasing  the
number of shares  authorized.  The Company's  management  shall recommend to the
shareholders to vote in favor of increasing the number of shares of Common Stock
authorized. Management shall also vote all of its, shares in favor of increasing
the number of authorized shares of Common Steak.

9. Maximum  Interest  Rate.  In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Lender 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 fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Lender in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Lender'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 Lender had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

10. Secured Nature of the Note. This Note is secured by the Pledged  Property as
defined in the  Security  Agreement  between  the Company and the Lender of even
date herewith,  and the Pledged Shares as defined in the Pledge  Agreement among
the Company, the Lender, and David Gonzalez, Esq. of even date herewith.

11. Issuance of Capital Stock.  With the exception of any shares of common stock
issued pursuant to the Standby Equity Distribution  Agreement between the Lender
and the Company, So long as any portion of this Note is outstanding, the Company
shall not,  without the prior written  consent of the Lender,  (i) issue or sell
shares  of  common  stock or  preferred  stock  without  consideration  or for a
consideration  per share less than the bid price of the common stock  determined
immediately  prior to its  issuance,  (ii)  issue any  warrant,  option,  right,
contract,  call, or other security instrument  granting the holder thereof,  the
right to acquire common stock without  consideration or for a consideration less
than such common stock's bid price value  determined  immediately  prior to it's
issuance,  (iii)  enter  into any  security  instrument  granting  the  holder a
security  interest  in any and all  assets  of the  Company,  or (iv)  file  any
registration statement on Form S-8.

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


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of the outstanding principal balance of this Note.

13. 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 fill force and effect.

14.  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.

15. 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.

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

17. 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.

18. 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.

19.  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


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         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 Lender:                  Cornell Capital Partners, L.P.
                                        101 Hudson Street, Suite 3700
                                        Jersey City, NJ 07302

         Copy to:                       David Gonzalez, Esq.
                                        101 Hudson Street- Suite 3700
                                        Jersey City, NJ 07302
                                        Telephone:
                                        (201) 985-8300
                                        Facsimile:
                                        (201) 985-8266

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.

20. Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The Lender's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Lender under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Lender  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Lender's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. No remedy conferred under this Note upon the Lender
is  intended  to be  exclusive  of any other  remedy  available  to the  Lender,
pursuant to the terms of this Note or otherwise.  No single or partial  exercise
by the Lender of any right,  power or remedy  hereunder shall preclude any other
or further  exercise  thereof The failure of the Lender 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,  Every right and remedy of the
Lender 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
Lender,  The  Company  acknowledges  that  a  breach  by it of  its  obligations
hereunder will cause  irreparable  harm to the Lender 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 Lender shall be entitled,  in
addition to all other  available  remedies,  to an  injunction  restraining  any


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breach, and specific  performance without the necessity of showing economic loss
and without any bond or other security being required.

21.  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 Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby of 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.

22. 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.

23. 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.

24. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE LENDER 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.

23.Entire  Agreement.  This Note  (including any recitals  hereto) 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.


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IN WITNESS  WHEREOF,  this  Promissory 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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