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EXHIBIT 10.55

                                  SUBORDINATION

           _________________ ("Secured Party"), with an office located at
___________________________ has filed or intends to file a financing statement
or statements under the Uniform Commercial Code giving notice of its security
interest in all or some of the personal property, equipment and/or inventory of
SSP Solutions, Inc. ("Debtor"), with its principal place of business located at
17861 Cartwright Road, Irvine, California, 92614.

           Secured Party understands that Bay View Funding ("Bay View") has or
proposed to extend credit to Debtor under a Factoring Agreement dated as of
October 18, 2002 ("Factoring Agreement"), but only if Secured Party releases its
lien on any "Purchased Receivables" (as defined in the Factoring Agreement) and
all proceeds thereof, and such extension of credit is secured by a first and
prior security interest in the following items of personal property of the
Debtor, together with all accessions, additions, replacements and substitutions
thereto and therefore but only to the extent purchased with proceeds thereof and
all proceeds (including insurance proceeds) of such personal property
(hereinafter collectively referred to as "Bay View Collateral").

           All Debtor's now owned or hereafter acquired accounts receivable,
           inventory, contract rights, documents, instruments, notes or other
           forms of obligations owed to or owned by Debtor, arising or resulting
           from the sale of goods or the rendering of services by Debtor, all
           guaranties and security therefor, all returned, reclaimed and
           repossessed goods arising therefrom and all rights of any unpaid
           seller represented thereby or arising therefrom, all Reserves,
           Reserve Accounts and Refunds (as defined in the Factoring Agreement),
           all books and records of the Debtor pertaining to any of the
           foregoing; and all replacements, additions, substitutions, and
           accessions thereto and therefore and all proceeds (including
           insurance proceeds) thereof.

           In order to induce Bay View to make or continue to make advances of
credit to Debtor, Secured Party hereby agrees as follows:

           1. Secured Party hereby releases its right, title, interest and lien
in the Purchased Receivables and proceeds thereof and hereby subordinates in
favor of Bay View any right, title, interest or lien that Secured Party may have
or hereafter acquire in the Bay View Collateral and the proceeds thereof
notwithstanding the time, order or manner of attachment, filing or perfection of
the respective liens of Secured Party and Bay View. So long as Debtor is
indebted to Bay View, Secured Party agrees it will not take any action
whatsoever with respect to the Bay View Collateral. Bay View hereby subordinates
in favor of Secured Party Bay View's security interest in or lien on any
property of Debtor other than the Bay View Collateral.



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           2. Except as herein otherwise provided, priority shall be in
accordance with the Uniform Commercial Code as adopted in the State of
California and this Agreement shall be governed by and construed in accordance
with the laws of the State of California.

           3. This Agreement shall be continuing, irrevocable and binding upon
the Secured Party and Bay View, and shall inure to the benefit of the successors
and assigns of Bay View and Secured Party so long as Debtor is indebted to Bay
View or Secured party.

           Executed this _____ day of _______________, 2002:

                                             Secured Party
                                             ------------------------

                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------

                                             BAY VIEW FUNDING

                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------



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ALL-PURPOSE ACKNOWLEDGMENT
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STATE OF                   )
         ------------------

                           )
COUNTY OF                  )

ON _______ BEFORE ME, ____________________, PERSONALLY APPEARED
     DATE            PRINT NAME OF NOTARY

-----------------------------------------------------------------------------,

----------------------------
                        NAME(S) AND TITLE(S) OF SIGNER(S)

[ ] PERSONALLY KNOWN TO ME

    OR

[ ] PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S)
WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME
THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACITY(IES),
AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE
ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

                       WITNESS MY HAND AND OFFICIAL SEAL.

                       ______________________________
                            SIGNATURE OF NOTARY

  =============================OPTIONAL SECTION==============================

THIS CERTIFICATE MUST BE ATTACHED            TITLE OR TYPE OF DOCUMENT
TO THE DOCUMENT DESCRIBED AT RIGHT:          SUBORDINATION AGREEMENT
                                             ------------------------

             NUMBER OF PAGES    2    DATE OF DOCUMENT _______________
                             -------

             SIGNER(S) OTHER THAN NAMED ABOVE _____________________

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