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EXHIBIT 10.49

                         EXECUTIVE EMPLOYMENT AGREEMENT

                                    (SCHIFF)



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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1.       General Duties of Employer and Executive..............................1

2.       Compensation and Benefits.............................................2

3.       Preservation of Business; Fiduciary Responsibility....................3

4.       Term..................................................................3

5.       Termination Other Than by Expiration of the Term......................3

6.       Effect of Termination.................................................4

7.       Covenants of Confidentiality, Nondisclosure and Noncompetition........6

8.       Inventions............................................................7

9.       No Violation..........................................................8

10.      Return of Employer's Property.........................................8

11.      Injunctive Relief.....................................................9

12.      Dispute Resolution....................................................9

13.      Miscellaneous.........................................................9

APPENDIX I - Certain Definitions

EXHIBIT A - Indemnity Provisions

                                       i



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                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

         THIS AGREEMENT, dated April 15, 2003 ("EFFECTIVE DATE"), is made and
entered into by and between SSP SOLUTIONS, INC., a Delaware corporation
("EMPLOYER") and THOMAS E. SCHIFF ("EXECUTIVE").

                                 R E C I T A L S
                                 ---------------

         Employer desires that the Executive enter into an employment
relationship with Employer in order to provide the necessary leadership and
senior management skills that are important to the success of Employer. Employer
believes that obtaining the Executive's services as an employee of Employer and
the benefits of his business experience are of material importance to Employer
and Employer's stockholders.

                                A G R E E M E N T
                                -----------------

         NOW, THEREFORE, in consideration of Executive's employment by Employer
and the mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, Employer and Executive intend by
this Agreement to specify the terms and conditions of Executive's employment
relationship with Employer.

1. GENERAL DUTIES OF EMPLOYER AND EXECUTIVE.
--------------------------------------------

         1.1 Employer agrees to employ Executive and Executive agrees to accept
employment by Employer and to serve Employer in an executive capacity upon the
terms and conditions set forth herein. Employer hereby employs Executive as the
Chief Financial Officer of Employer as of the Effective Date, reporting to the
Chairman ("Chairman") of the Board of Directors of Employer (the "BOARD").
Executive's duties and responsibilities shall be those normally assumed by the
Chief Financial Officer of a publicly-owned company similarly situated to
Employer, as well as such other or additional duties, as may from time-to-time
be assigned to Executive by the Chairman. Such other or additional duties shall
be consistent with the senior executive functions set forth above.

         1.2 While employed hereunder, Executive shall use his best efforts to
obey the lawful directions of the Chairman. Executive shall also use his best
efforts to promote the interests of Employer and to maintain and to promote the
reputation of Employer. While employed hereunder, Executive shall devote his
full business time, efforts, skills and attention to the affairs of Employer and
faithfully perform his duties and responsibilities hereunder.

         1.3 While this Agreement is in effect, Executive may from time to time
engage in any activities that do not compete directly with Employer, provided
that such activities do not interfere with his performance of his duties.
Executive shall be permitted to (i) invest his personal assets as a passive
investor in such form or manner as Executive may choose in his discretion, (ii)
participate in various charitable efforts, and (iii) serve as a member of the
Board of Directors of other corporations which are not competitors of Employer.

                                      -1-


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         1.4 Executive shall perform his duties at the corporate office of
Employer located in Irvine, California. Executive shall not be relocated to
another location more than thirty miles from Irvine, California without his
prior written consent.

2. COMPENSATION AND BENEFITS.
-----------------------------

         2.1 As compensation for his services to Employer, Employer shall pay to
Executive, commencing at the closing of equity financing of Employer of at least
$1,000,000, an annual base salary of $160,000 during the first 12-month period
that this Agreement is in effect, payable in equal semimonthly payments in
accordance with the Employer's regular payroll policy for salaried employees
(the "SALARY"). Thereafter, the Chairman shall perform an annual review of the
Executive's Salary based on Executive's performance of his duties and the
Employer's other compensation policies and shall make a recommendation to
Employer's Compensation Committee regarding Executive's salary. The Compensation
Committee may, at its sole discretion, increase (but not decrease) the Salary
after the first 12-month period that this Agreement is in effect.

         2.2 In addition, Executive shall be entitled to an incentive bonus
("INCENTIVE BONUS"), payable no later than the date Employer's Form 10-K for the
previous fiscal year is filed with the Securities and Exchange Commission, in
amounts to be determined by Employer's Compensation Committee, in its sole
discretion, after receipt of recommendations from Employer's Chairman.

         2.3 Upon Executive's furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties hereunder
(including, without limitation, travel and entertainment and cellular telephone
expenses) and containing sufficient information to establish the amount, date,
place and essential character of the expenditure, Executive shall be reimbursed
for such costs and expenses in accordance with Employer's normal expense
reimbursement policy.

         2.4 As long as this Agreement is in effect, Executive shall be entitled
to participate in the medical (including hospitalization), dental, life and
disability insurance plans, to the extent offered by Employer, and in amounts
consistent with the Employer's policy, for other senior executive officers of
Employer, with premiums for all such insurance for Executive and his dependents
to be paid by Employer.

                                      -2-


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         2.5 Executive shall have the right to participate in any additional
compensation, benefit, pension, stock option, stock purchase, 401(k) or other
plan or arrangement of Employer now or hereafter existing for the benefit of
other senior executive officers of Employer.

         2.6 Executive shall be entitled to vacation (but in no event less than
three weeks per year), holiday and other paid or unpaid leaves of absence
consistent with Employer's normal policies for other senior executive officers
of Employer or as otherwise approved by the Board. Executive shall be entitled
to accrue vacation time for one year. If he does not take the accrued vacation
during the next year, he shall be paid for the unused vacation at his Salary
rate then in effect.

3. PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY.
------------------------------------------------------

         Executive shall use his best efforts to preserve the business and
organization of Employer and to preserve the business relations of Employer. So
long as the Executive is employed by Employer, Executive shall observe and
fulfill proper standards of fiduciary responsibility attendant upon his service
and office.

4. AT WILL EMPLOYMENT.
----------------------

         This Agreement is an agreement "at will," terminable by either party at
any time by written notice to the other, subject to the conditions of SECTIONS
5.2 through 5.6.

5. TERMINATION .
----------------

         Employer or Executive may terminate Executive's employment under this
Agreement at any time, subject to the following terms:

         5.1 Either Executive or Employer may terminate this Agreement in
accordance with SECTION 4.

         5.2 Employer may terminate Executive's employment under this Agreement
at any time for "Due Cause" (as defined in APPENDIX I attached hereto and
incorporated herein by this reference) upon the good faith determination by the
Chairman that Due Cause exists for the termination of the employment
relationship.

         5.3 If Executive is incapacitated by accident, sickness or otherwise so
as to render Executive mentally or physically incapable of performing the
services required under SECTION 1 for a period of 180 consecutive days, and the
incapacity is confirmed by the written opinion of two practicing medical doctors
licensed by and in good standing in the State of California (one selected by
Employer and one by Executive), upon the expiration of that period or at any
time reasonably thereafter, Employer may terminate Executive's employment under
this Agreement upon giving Executive or his legal representative written notice
at least 30 days prior to the termination date, subject to the provisions of
SECTION 6.2. Executive agrees, after written notice by the Chairman, to submit
to examinations by the practicing medical doctors. If the medical doctors do not
agree as to whether Executive is disabled, they shall promptly select a mutually
acceptable third practicing medical doctor to further evaluate Executive, whose
conclusion shall be rendered, in writing, within ten days of his or her
selection. The conclusion of the third practicing medical doctor shall be final
and binding on Employer and Executive.

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         5.4 This Agreement shall terminate immediately upon Executive's death,
subject to the provisions of SECTION 6.2.

         5.5 Subject to the provisions of SECTION 6.3, Employer may terminate
Executive's employment under this Agreement at any time for any reason
whatsoever, even without Due Cause, by giving a written notice of termination to
Executive, in which case the employment relationship shall terminate immediately
upon the giving of the notice. If Employer terminates the employment of
Executive other than (i) pursuant to SECTION 5.2 for Due Cause, (ii) due to
incapacity pursuant to SECTION 5.3 or due to Executive's death pursuant to
SECTION 5.4, or (iii) Executive's retirement, then the action by Employer,
unless consented to in writing by Executive, shall be deemed to be a
constructive termination by Employer of Executive's employment (a "CONSTRUCTIVE
TERMINATION"), and, in that event, Executive shall be entitled to receive the
compensation set forth in SECTION 6.3.

         5.6 Executive may terminate this Agreement at any time for "Good
Reason" (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) within 30 days after Executive learns of the event or condition
constituting "Good Reason" and, in that event, shall be entitled to receive the
compensation set forth in SECTION 6.3.

6. EFFECT OF TERMINATION.
-------------------------

         6.1 If the employment relationship is terminated (a) by Executive by
written notice pursuant to SECTION 4 other than for Good Reason or (b) by
Employer for Due Cause pursuant to SECTION 5.2, all compensation and benefits
shall cease as of the date of termination, other than: (i) those benefits that
are provided by retirement and benefit plans and programs specifically adopted
and approved by Employer for Executive that are earned and vested by the date of
termination; (ii) Executive's pro rata annual Salary (as in effect as of the
date of termination, payable in the manner as prescribed in the second sentence
of SECTION 2.1) through the date of termination; (iii) any stock options which
have vested as of the date of termination pursuant to the terms of the Agreement
granting the options, or additional vesting if otherwise provided for in
separate option grant agreements; and (iv) accrued vacation as required by
California law.

         6.2 If Executive's employment relationship is terminated due to
Executive's incapacity pursuant to SECTION 5.3 or due to Executive's death
pursuant to SECTION 5.4, Executive, or Executive's estate or legal
representative, will be entitled to (i) those benefits that are provided by
retirement and benefits plans and programs specifically adopted and approved by
Employer for Executive that are earned and vested at the date of termination, a
prorated Incentive Bonus for the fiscal year in which incapacity or death
occurs, and, even though no longer employed by Employer, Executive shall
continue to receive the annual Salary compensation (as in effect as of the date
of termination, payable in the manner as prescribed in the second sentence of
SECTION 2.1) for six months following the date of termination, offset, however,
by any payments received by Executive as a result of any disability insurance
maintained by Employer for Executive's benefit.

                                      -4-


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         6.3 In the event of a termination of this Agreement by either by
Employer under a Constructive Termination or by Executive for Good Reason, then
Employer shall:

                  (a) pay to Executive on the date of termination his Salary in
         effect as of the date of termination through the end of the month
         during which the termination occurs plus credit for any vacation earned
         but not taken;

                  (b) pay to Executive as severance pay $160,000 in 12 equal
         monthly installments beginning one month from the date of termination,
         subject to any required tax withholding;

                  (c) pay to Executive the prorated Incentive Bonus (as
         determined by the Compensation Committee) for the fiscal year during
         which termination occurs; and

                  (d) maintain, at Employer's expense, in full force and effect,
         for Executive's continued benefit, all medical and life insurance to
         which Executive was entitled immediately prior to the date of
         termination (or at the election of Executive in the event of a Change
         in Control (as defined in APPENDIX I attached hereto and incorporated
         herein by this reference), immediately prior to the date of the Change
         in Control) until the earliest of (i) 12 months or (ii) the date or
         dates that Executive's continued participation in Employer's medical
         and/or life insurance plans, as applicable, is not possible under the
         terms of the plans (the earliest of (i) and (ii) is referred to herein
         as the "BENEFITS DATE"). If Employer's medical and/or life insurance
         plans do not allow Executive's continued participation in the plan or
         plans, then Employer will pay to Executive, in monthly installments,
         from the date on which Executive's participation in the medical and/or
         life insurance, as applicable, is prohibited until the Benefits Date,
         the monthly premium or premiums which had been payable by Employer with
         respect to Executive for the discontinued medical and/or life
         insurance, as applicable.

         6.4 Anything in this Agreement to the contrary notwithstanding, if the
Auditors (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) determine that any payment or distribution by Employer to or for
the benefit of Executive, whether paid or payable (or distributed or
distributable) pursuant to the terms of this Agreement or otherwise (a
"PAYMENT"), would be nondeductible by Employer for federal income tax purposes
because of the application of Section 280G of the Code (as defined in APPENDIX I
attached hereto and incorporated herein by this reference), or because of the
application of any federal or state income tax law enacted after the date hereof
which restricts or limits the deductibility of compensation paid to an Executive
(a "SUBSEQUENT LAW"), then the aggregate present value of the amounts payable or
distributable to or for the benefit of Executive pursuant to this Agreement (the
"PAYMENTS") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this SECTION 6.4, the "REDUCED AMOUNT" shall be an amount which
maximizes the aggregate amount of Payments without causing any Payment to be
nondeductible by Employer because of the application of Subsequent Law, or which
maximizes the aggregate present value of Payments without causing any Payment to
be nondeductible by Employer because of the application of Section 280G of the
Code. For purposes of this SECTION 6.4, present value shall be determined in
accordance with Section 280G(d)(4) of the Code and Income Tax Regulations
promulgated thereunder.

                                      -5-


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         6.5 If the Auditors determine that any Payment would be nondeductible
by Employer because of the application of Section 280G of the Code, or because
of the application of Subsequent Law, then Employer shall promptly give notice
to that effect and a copy of the detailed calculation thereof and of the Reduced
Amount, and Executive may then elect, in his sole discretion, which and how much
of the Payments shall be eliminated or reduced (as long as after the election
the aggregate present value of the Payments equals the Reduced Amount) and shall
advise Employer in writing of his election within 20 days of his receipt of
notice. If no election is made by Executive within the 20 day period, then
Employer may elect which and how much of the Payments shall be eliminated or
reduced (as long as after the election the aggregate present value of Executive
Payments equals the Reduced Amount) and shall notify Executive promptly of the
election. All determinations made by the Auditors under this SECTION 6.5 and
SECTION 6.4 shall be binding upon Employer and Executive and shall be made
within 60 days of Executive's termination of employment. As promptly as
practicable following the determination and the elections hereunder, Employer
shall pay to or distribute to or for the benefit of Executive the amounts then
due to him under this Agreement, as modified by SECTION 6.4 and this SECTION
6.5, and shall promptly pay to or distribute for the benefit of Executive in the
future the amounts that become due to him under this Agreement.

         6.6 If the Auditors determine that Payments have been made by Employer
which should not have been made ("OVERPAYMENTS") or that additional Payments
which will not have been made by Employer could be due ("UNDERPAYMENTS"),
consistent in each case with the calculation of the Reduced Amount pursuant to
SECTION 6.4, then the following actions are to be taken: If the Auditors, based
upon the assertion of a deficiency by the Internal Revenue Service against
Employer or Executive which the Auditors believe has a high probability of
success, determine that an Overpayment has been made, the Overpayment shall be
treated for all purposes as a loan to Executive which he shall repay to
Employer, together with interest at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code. If the Auditors, based upon controlling
precedent, determine that an Underpayment has occurred, the Underpayment shall
promptly be paid by Employer to or for the benefit of Executive, together with
interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code.

         6.7 Executive shall not be required to mitigate damages or the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another Employer after the date of termination, or otherwise.

         6.8 Except as expressly provided herein, the provisions of this
Agreement, and any payment or benefit provided for hereunder, shall not reduce
any amounts otherwise payable, or in any way diminish Executive's existing
rights, or rights which would accrue solely as a result of the passage of time,
under any Employer benefit plan, employment agreement or other contract, plan or
arrangement.

                                      -6-


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         6.9 Except as may be required pursuant to SECTION 6.4, the amount of
any payment provided under this Agreement shall not be reduced by reason of any
present value calculation.

         6.10 Upon termination of this Agreement, compensation and benefits
shall be paid to the Executive as set forth in the applicable subsection of this
SECTION 6 and stock options granted to Executive, if any, shall be governed by
the provisions of all stock option agreements between Employer and Executive. In
the event of a termination of this Agreement by Executive for Good Reason, all
other rights and benefits Executive may have under the employee and/or executive
benefit plans and arrangements of Employer generally shall be determined in
accordance with the terms and conditions of those plans and arrangements.

7. COVENANTS OF CONFIDENTIALITY, NONDISCLOSURE AND NONCOMPETITION.
------------------------------------------------------------------

         7.1 During the term of this Agreement, Employer will provide to
Executive certain confidential and proprietary information owned by Employer as
more fully described below. Executive acknowledges that he occupies or will
occupy a position of trust and confidence with Employer, and that Employer would
be irreparably damaged if Executive were to breach the covenants set forth in
this SECTION 7.1. Accordingly, Executive agrees that he will not, without the
prior written consent of Employer, at any time during the term of this Agreement
or any time thereafter, except as may be required by competent legal authority
or as required by Employer to be disclosed in the course of performing
Executive's duties under this Agreement for Employer, use or disclose to any
person, firm or other legal entity, any confidential records, secrets or
information obtained by Executive during his employment hereunder related to
Employer or any parent, subsidiary or affiliated person or entity (collectively,
"CONFIDENTIAL INFORMATION"). Confidential Information shall include, without
limitation, information about Employer's Inventions (as defined in SECTION 8.1),
customer lists and product pricing, data, know-how, formulae, processes, ideas,
past, current and planned product development, market studies, computer software
and programs, database and network technologies, strategic planning and risk
management. Executive acknowledges and agrees that all Confidential Information
of Employer and/or its affiliates will be received in confidence and as a
fiduciary of Employer. Executive will exercise utmost diligence to protect and
guard the Confidential Information.

         7.2 Executive agrees that he will not, without the express written
consent of the Chairman, take with him upon the termination of this Agreement,
any document or paper, or any photocopy or reproduction or duplication thereof,
relating to any Confidential Information.

         7.3 Executive agrees that, while Executive is employed with Employer
and for a period of 24 months after the date of termination of this Agreement
(the "RESTRICTED PERIOD"), provided that Executive continues to be paid his
Salary (as in effect at the date of termination) during the Restricted Period,
he will not, either directly or indirectly, have an interest in any business
(whether as manager, operator, licensor, licensee, partner, 5% or greater equity
holder, employee, consultant, director, advisor or otherwise) competitive with
Employer or any of its business activities or solicit individuals or other
entities that are customers or competitors of Employer during the six-month
period immediately prior to the date of termination of this Agreement. Executive
also agrees that, for the Restricted Period, he will not, either directly or
indirectly, solicit any employee of Employer to terminate his employment with
Employer.

                                      -7-


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         7.4 For purposes of this SECTION 7, "EMPLOYER" shall include any of its
subsidiaries or any other entity in which it holds a 50% or greater equity
interest.

8. INVENTIONS.
--------------

         8.1 Any and all inventions, product, discoveries, improvements,
processes, formulae, manufacturing methods or techniques, designs or styles,
software applications or programs (collectively, "INVENTIONS") made, developed
or created by Executive, alone or in conjunction with others, during regular
hours of work or otherwise, during the term of Executive's employment with
Employer and for a period of two years thereafter that may be directly or
indirectly related to the business of, or tests being carried out by, Employer,
or any of its subsidiaries, shall be promptly disclosed by Executive to Employer
and shall be Employer's exclusive property. The following provisions of the
California Labor Code shall supplement this SECTION 8.1:

                    SECTION 2870 OF THE CALIFORNIA LABOR CODE

                APPLICATION OF PROVISIONS PROVIDING THAT EMPLOYEE
                -------------------------------------------------
        SHALL ASSIGN OR OFFER TO ASSIGN RIGHTS IN INVENTION TO EMPLOYER.
        ----------------------------------------------------------------

                           (a) Any provision in an employment agreement which
                  provides that an employee shall assign, or offer to assign,
                  any of his or her rights in an invention to his or her
                  employer shall not apply to an invention that the employee
                  developed entirely on his or her own time without using
                  employer's equipment, supplies, facilities, or trade secret
                  information except for those inventions that either:

                                    (1) Relate at the time of conception or
                          reduction to practice of the invention to employer's
                          business, or actual or demonstrably anticipated
                          research or development of employer, or

                                    (2) Result from any work performed by the
                           employee for employer.

                           (b) To the extent a provision in an employment
                  agreement purports to require an employee to assign an
                  invention otherwise excluded from being required to be
                  assigned under subdivision (a), the provision is against the
                  public policy of this state and is unenforceable.

         8.2 Executive will, upon Employer's request and without additional
compensation, execute any documents necessary or advisable in the opinion of
Employer's legal counsel to direct the issuance of patents to Employer with
respect to Inventions that are to be Employer's exclusive property under this
SECTION 8 or to vest in Employer title to the Inventions; the expense of
securing any patent, however, shall be borne by Employer.

         8.3 Executive will hold for Employer's sole benefit any Invention that
is to be Employer's exclusive property under this SECTION 8 for which no patent
is issued.

                                      -8-


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9. NO VIOLATION.
----------------

         Executive represents that he is not bound by any Agreement with any
former employer or other party that would be violated by Executive's employment
by Employer.

10. RETURN OF EMPLOYER'S PROPERTY.
----------------------------------

         Upon the termination of this Agreement or whenever requested by
Employer, Executive shall immediately deliver to Employer all property in his
possession or under his control belonging to Employer, in good condition,
ordinary wear and tear excepted.

11. INJUNCTIVE RELIEF.
----------------------

         Executive acknowledges that the breach, or threatened breach, by
Executive of the provisions of this Agreement shall cause irreparable harm to
Employer, which harm cannot be fully redressed by the payment of damages to
Employer. Accordingly, Employer shall be entitled, in addition to any other
right or remedy it may have at law or in equity, to seek an injunction or
restraining Executive from any violation or threatened violation of this
Agreement.

12. DISPUTE RESOLUTION.
-----------------------

         Subject to SECTION 11, all claims, disputes and other matters in
controversy ("DISPUTE") arising, directly or indirectly out of or related to
this Agreement, or the breach thereof, whether contractual or noncontractual,
and whether during the term or after the termination of this Agreement, shall be
resolved exclusively according to the procedures set forth in this SECTION 12,
and not through resort to any judicial proceedings.

         12.1 Neither party shall commence an arbitration proceeding pursuant to
the provisions of SECTION 12.2 unless that party first gives a written notice (a
"DISPUTE NOTICE") to the other party setting forth the nature of the dispute.
The parties shall attempt in good faith to resolve the dispute by mediation
under the American Arbitration Association Commercial Mediation Rules in effect
on the date of the Dispute Notice. If the parties cannot agree on the selection
of a mediator within 20 days after delivery of the Dispute Notice, the mediator
will be selected by the American Arbitration Association. If the dispute has not
been resolved by mediation within 60 days after delivery of the Dispute Notice,
then the dispute shall be determined by arbitration in accordance with the
provisions below.

         12.2 Any dispute that is not settled by mediation as provided in
SECTION 12.1 shall be resolved by arbitration before a single arbitrator
appointed by the American Arbitration Association or its successor in Irvine,
California. The determination of the arbitrator shall be final and absolute. The
arbitrator shall be governed by the duly promulgated rules and regulations of
the American Arbitration Association or its successor then in effect, and the
pertinent provisions of the laws of the State of California relating to
arbitration. The decision of the arbitrator may be entered as a final judgment
in any court of the State of California or elsewhere. The prevailing party in
any such arbitration shall also be entitled to recover reasonable attorneys',
accountants' and experts' fees and costs of suit in addition to any other relief
awarded the prevailing party.

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13. MISCELLANEOUS.
------------------

         13.1 If any provisions contained in this Agreement is for any reason
held to be totally invalid or unenforceable, such provision will be fully
severable, and in lieu of such invalid or unenforceable provision there will be
added automatically as part of this Agreement a provision as similar in terms as
may be valid and enforceable.

         13.2 All notices and other communications required or permitted
hereunder or necessary or convenience in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested or hand delivered, as follows (provided
that notice of change of address shall be deemed given only when received):

         If to Employer:            SSP Solutions, Inc.
                                    17861 Cartwright Road
                                    Irvine, CA 92614
                                    Attention: Chief Financial Officer

         If to Executive:           Thomas E. Schiff
                                    1516 Keel Drive
                                    Corona del Mar, CA 92625

or to such other names or addresses as Employer or Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this SECTION 13.2.

         13.3 This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and Executive, his
heirs, executors, administrators, representatives, legatees and permitted
assigns. Executive agrees that his rights and obligations hereunder are personal
to him and may not be assigned without the express written consent of Employer.
If Executive dies while any amounts are due to him pursuant to this Agreement,
all such amounts shall be paid to Executive's devisee, legatee or other
designee, or if there is no such designee, to Executive's estate. Employer will
require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Employer, by agreement in form and substance satisfactory to
Executive and his legal counsel, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform each of them if no such
succession or assignment had taken place. Any failure of Employer to obtain such
an assumption agreement prior to the effectiveness of any succession or
assignment shall be a material breach of this Agreement and shall entitle
Executive to terminate Executive's employment for Good Reason. As used in this
Agreement, "EMPLOYER" means SSP Solutions. Inc. and any successor or assign to
its business and/or assets which executes and delivers an assumption agreement
provided for in this Section or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law. If at any time during the
term of this Agreement Executive is employed by any company a majority of the
voting securities of which is then owned by Employer, "EMPLOYER" as used in this
Agreement shall in addition include that subsidiary company. In that event,
Employer agrees that it shall pay or shall cause the subsidiary company to pay
any amounts owed to Executive pursuant to this Agreement.

                                      -10-


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         13.4 This Agreement replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Executive
and Employer with respect to the subject matter of this Agreement. This
Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who
is expressly authorized by Employer to execute that document.

         13.5 The laws of the State of California will govern the
interpretation, validity and effect of this Agreement without regard to
principles of conflicts of law, the place of execution or the place for
performance thereof, except that the laws of the State of Delaware shall govern
matters of indemnity set forth in EXHIBIT A. Employer and Executive agree that
the state and federal courts situated in Orange County, California shall have
personal jurisdiction over Employer and Executive to hear all disputes arising
under this Agreement. This Agreement is to be at least partially performed in
Orange County, California and, as such, Employer and Executive agree that venue
shall be proper with the state or federal courts in Orange County, California to
hear such disputes.

         13.6 Executive and Employer shall execute and deliver any and all
additional instruments and agreements that may be necessary or proper to carry
out the purposes of this Agreement.

         13.7 The descriptive headings of the several sections of this Agreement
are inserted for convenience only and do not constitute a party of this
Agreement.

         13.8 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same Agreement.

         13.9 Executive acknowledges that Executive has had the opportunity to
read this Agreement and discuss it with advisors and legal counsel, if Executive
has so chosen. Executive also acknowledges the importance of this Agreement and
that Employer is relying on this Agreement in entering into an employment
relationship with Executive.

         13.10 The indemnity provisions attached as EXHIBIT A are hereby
specifically incorporated into and made a part of this Agreement.

         The undersigned, intending to be legally bound, have executed this
Agreement on the date first written above.

EMPLOYER:                 SSP SOLUTIONS, INC.

                          By:  /s/ Marvin J. Winkler
                             ---------------------------------------------
                               Marvin J. Winkler, Chief Executive Officer

EXECUTIVE:                    /S/ Thomas E. Schiff
                          ------------------------------------------------
                               Thomas E. Schiff

                                      -11-


<PAGE>

                                   APPENDIX I

                             ADDITIONAL DEFINITIONS

         For purposes of this Agreement, the following additional capitalized
terms shall have the respective definitions set forth below:

         AUDITORS. The term "AUDITORS" means Employer's independent auditors.

         BENEFIT PLAN. The term "BENEFIT PLAN" means any benefit plan or
arrangement (including, without limitation, Employer's profit sharing or stock
option plans, if any, and medical, disability and life insurance plans) in which
Executive is participating (or any other plans providing Executive with
substantially similar benefits).

         CHANGE IN CONTROL. A "CHANGE IN CONTROL" of Employer shall be deemed to
have occurred if (A) there shall be consummated any consolidation or merger of
Employer in which Employer is not the continuing or surviving corporation or
pursuant to which all or substantially all of the shares of Employer's Common
Stock would be converted into cash, securities or other property, other than a
merger of Employer in which the holders of Employer's Common Stock immediately
prior to the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger; (B) there shall be
consummated any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
Employer; (C) the shareholders of Employer approve any plan or proposal for the
liquidation or dissolution of Employer; (D) any "person" (as such term is used
in Sections 13(d) and 14(d) (2) of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT")), other than "persons" who are stockholders of
Employer on the date of this Agreement, becomes the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of 50% or more of Employer's
outstanding Common Stock after the date hereof; (E) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the entire Board shall cease for any reason to constitute a majority thereof
unless the election, or the nomination for election by Employer's shareholders,
of each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the period
or; (F) there shall be any change of control of a nature required to be reported
in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934 or any successor regulation of substantially
similar import, regardless of whether Employer is subject to such reporting
requirement.

         CODE. The term "CODE" means the Internal Revenue Code of 1986, as
amended.

         DUE CAUSE. The term "DUE CAUSE" means any of the following events:

                  (a) any intentional misapplication by Executive of Employer's
         funds or other material assets, or any other act of dishonesty
         injurious to Employer committed by Executive; or

                                      A-1


<PAGE>

                  (b) Executive's conviction of (i) a felony or (ii) a crime
         involving moral turpitude; or

                  (c) Executive's use or possession of any controlled substance
         or chronic abuse of alcoholic beverages, which use or possession the
         Chairman reasonably determines renders Executive unfit to serve in his
         capacity as a senior executive of Employer; or

                     Executive's breach, nonperformance or nonobservance of any
         of the terms of this Agreement, including but not limited to
         Executive's failure to adequately perform his duties or comply with the
         reasonable directions of the Chairman.

                  (d) Notwithstanding anything in the foregoing subsections (c)
         or (d) to the contrary, Employer shall not terminate Executive unless
         the Chairman first provides Executive with a written memorandum
         describing in detail how his performance hereunder is not satisfactory
         and Executive is given a reasonable period of time (not less than 30
         days) to remedy the unsatisfactory performance related by the Chairman
         to Executive in that memorandum. A determination of whether Executive
         has satisfactorily remedied the unsatisfactory performance shall be
         promptly made by the Chairman at the end of the period provided to
         Executive for remedy and their determination shall be final.

         GOOD REASON. The term "GOOD REASON" means any of the following which
occur without Executive's written consent:

                  (a) the assignment to Executive by the Chairman of duties
         substantially inconsistent with Executive's position, duties,
         responsibilities or status with Employer; a substantial change in
         Executive's titles or offices; any removal of Executive from or any
         failure to reelect Executive to any of his positions as an officer,
         except in connection with the termination of his employment for
         disability; Retirement; Executive's death; or by Executive other than
         for Good Reason;

                  (b) a purported reduction by Employer in Executive's Salary to
         an amount less than the greater of (i) the Salary as in effect on the
         date hereof or (ii) 10% below the Salary in effect at the time of the
         purported reduction;

                  (c) any failure by Employer to continue in effect any Benefit
         Plan;

                  (d) any failure by Employer to obtain the assumption of this
         Agreement by any successor or assign of Employer;

                  (e) a failure by Employer to comply with any material
         provision of this Agreement which has not been cured within 30 days
         after notice of noncompliance has been given by Executive to Employer,
         or if the failure is not capable of being cured in that time, a cure
         has not been diligently initiated by Employer within the 30 day period;

                  (f) a material reduction in the highest level of support
         services and staff, office space and accouterments available to
         Executive during the term of this Agreement and that which is necessary
         to perform any additional duties assigned to Executive thereafter,
         which reduction is not generally effective for all officers employed by
         Employer; or

                                      A-2


<PAGE>

                  (g) If Employer avails itself of, or is subjected by any third
         party to, a proceeding in bankruptcy in which Employer is the named
         debtor, an assignment by Employer for the benefit of its creditors, the
         appointment of a receiver for Employer, or any other proceeding
         involving insolvency or the protection of or from creditors and the
         proceeding has not been discharged or terminated within 90 days; or

                  (h) Employer fails to immediately payoff all amounts due under
         the Employer American Express credit card and personally guaranteed by
         Executive, together with the balance of equipment leases guaranteed by
         Executive for the benefit of Employer.


PROVIDED, HOWEVER, that any of the foregoing actions shall not be considered to
be Good Reason if the action is undertaken by Employer as a termination for Due
Cause.

                                      A-3


<PAGE>

                                    EXHIBIT A

                              INDEMNITY PROVISIONS
                              --------------------

         1. DEFINITIONS. As used herein, the following terms shall have the
meanings set forth below:

                  "PROCEEDING" means any threatened, pending or completed
         action, suit or proceeding, whether brought in the name of Employer or
         otherwise and whether of a civil, criminal, administrative or
         investigative nature, by reason of the fact that Executive is or was an
         officer and/or a director of Employer, or is or was serving at the
         request of Employer as a director, officer, employee or agent of
         another enterprise, whether or not he is serving in that capacity at
         the time any liability or Expense is incurred for which indemnification
         or advancement of Expenses (as defined below) is to be provided under
         these indemnity provisions.

                  "EXPENSES" means all costs, charges and expenses incurred in
         connection with a Proceeding, including, without limitation, attorneys'
         fees, disbursements and retainers, accounting and witness fees, travel
         and deposition costs, expenses of investigations, judicial or
         administrative proceedings or appeals, and any expenses of establishing
         a right to indemnification pursuant to this Agreement or otherwise,
         including reasonable compensation for time spent by Executive in
         connection with the investigation, defense or appeal of a Proceeding or
         action for indemnification for which he is not otherwise compensated by
         Employer or any third party; provided, however, that the term Expenses
         includes only those costs, charges and expenses incurred with
         Employer's prior consent, which consent shall not be unreasonably
         withheld; and provided, further, that the term "Expenses" does not
         include (i) the amount of damages, judgments, amounts paid in
         settlement, fines or penalties relating to any Proceeding or (ii)
         excise taxes under the Employee Retirement Income Security Act of 1974,
         as amended ("ERISA") relating to any Proceeding, either of which are
         actually levied against Executive or paid by or on behalf of Executive.

         2. AGREEMENT TO SERVE. Executive agrees to continue to serve as and
officer and/or a director of Employer at the will of Employer for so long as
Executive is duly elected or appointed or until such time as Executive tenders a
resignation in writing or is terminated as an officer or director by Employer.
Nothing in these indemnity provisions shall be construed to create any right in
Executive to continued employment with Employer or any subsidiary or affiliate
of Employer. Nothing in these indemnity provisions shall affect or alter any of
the terms of any otherwise valid employment agreement or other agreement between
Executive and Employer relating to Executive's conditions and/or terms of
employment.

         3. INDEMNIFICATION IN THIRD PARTY ACTIONS. Employer shall indemnify
Executive in accordance with the provisions of this SECTION 3 if Executive is a
party to or threatened to be made a party to or is otherwise involved in any
Proceeding (other than a Proceeding by or in the right of Employer to procure a
judgment in its favor), by reason of the fact that Executive is or was an
officer and/or a director of Employer, or is or was serving at the request of
Employer as a director, officer, employee or agent of another enterprise,
against all Expenses, damages, judgments, amounts paid in settlement, fines,

                                       1


<PAGE>

penalties and ERISA excise taxes actually and reasonably incurred by Executive
in connection with the defense or settlement of such Proceeding, to the fullest
extent permitted by Delaware law, whether or not Executive was the successful
party in any such Proceeding; provided that any settlement shall be approved in
writing by Employer.

         4. INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF EMPLOYER.
Employer shall indemnify Executive in accordance with the provisions of this
SECTION 4 if Executive is a party to or threatened to be made a party to or is
otherwise involved in any Proceeding by or in the right of Employer to procure a
judgment in its favor by reason of the fact that Executive is or was an officer
and/or a director of Employer, or is or was serving at the request of Employer
as a director, officer, employee or agent of another enterprise, against all
Expenses actually and reasonably incurred by Executive in connection with the
defense or settlement of any Proceeding, to the fullest extent permitted by
Delaware law, whether or not Executive is the successful party in any
Proceeding. Employer shall further indemnify Executive for any damages,
judgments, amounts paid in settlement, fines, penalties and ERISA excise taxes
actually and reasonably incurred by Executive in any Proceeding described in the
immediately preceding sentence, provided either (i) the Proceeding is settled
with the approval of a court of competent jurisdiction, or (ii) indemnification
of the amounts is otherwise ordered by a court of competent jurisdiction in
connection with the Proceeding.

         5. CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. Executive
shall be conclusively presumed to have met the relevant standards of conduct
required by California law for indemnification pursuant to these indemnity
provisions, unless a determination is made that Executive has not met those
standards (i) by the Chairman, (ii) by the shareholders of Employer by majority
vote, or (iii) in a written opinion of Employer's independent legal counsel.
Further, the termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, rebut the presumption that Executive met the relevant standards of
conduct required for indemnification pursuant to these indemnity provisions.

         6. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY. Notwithstanding any
of the other provisions hereof, to the extent that Executive has been successful
on the merits or otherwise in defense of any Proceeding or in defense of any
claim, issue or matter therein, Executive shall be indemnified against all
Expenses incurred in connection therewith to the fullest extent permitted by
Delaware law. For purposes of this paragraph, Executive will be deemed to have
been successful on the merits if the Proceeding is terminated by settlement or
is dismissed with prejudice.

         7. ADVANCES OF EXPENSES. The Expenses incurred by Executive in
connection with any Proceeding shall be paid promptly by Employer in advance of
the final disposition of the Proceeding at the written request of Executive to
the fullest extent permitted by Delaware law; provided that Executive shall
undertake in writing to repay the amount paid by Employer to the extent that it
is ultimately determined that Executive is not entitled to indemnification by
Employer.

                                       2


<PAGE>

         8. PARTIAL INDEMNIFICATION. If Executive is entitled under any of these
indemnity provisions to indemnification by Employer for some or a portion of the
Expenses, damages, judgments, amounts paid in settlement, fines, penalties or
ERISA excise taxes actually and reasonably incurred by Executive in the
investigation, defense, appeal or settlement of any Proceeding but not, however,
for the total amount thereof, Employer shall nevertheless indemnify Executive
for the portion of such Expenses, damages, judgments, amounts paid in
settlement, fines, penalties or ERISA excise taxes to which Executive is
entitled.

         9. INDEMNIFICATION PROCEDURE; DETERMINATION OF RIGHT TO
INDEMNIFICATION.

                  (a) Promptly after receipt by Executive of notice of the
         commencement of any Proceeding with respect to which Executive intends
         to claim indemnification or advancement of Expenses pursuant to these
         indemnity provisions, Executive will notify Employer of the
         commencement thereof. The omission to so notify Employer will not
         relieve Employer from any liability which it may have to Executive
         under these indemnity provisions or otherwise.

                  (b) If a claim for indemnification or advancement of Expenses
         under these indemnity provisions is not paid by or on behalf of
         Employer within 30 days of receipt of written notice thereof, Executive
         may at any time thereafter bring suit in any court of competent
         jurisdiction against Employer to enforce the right to indemnification
         or advancement of Expenses provided by these indemnity provisions. It
         shall be a defense to any such action (other than an action brought to
         enforce a claim for Expenses incurred in defending any Proceeding in
         advance of its final disposition where the required undertaking, if any
         is required, has been tendered to Employer) that Executive has failed
         to meet the standard of conduct that makes it permissible under
         Delaware law for Employer to indemnify Executive for the amount
         claimed. The burden of proving by clear and convincing evidence that
         indemnification or advancement of Expenses is not appropriate shall be
         on Employer. The failure of the directors or stockholders of Employer
         or independent legal counsel to have made a determination prior to the
         commencement of any Proceeding that indemnification or advancement of
         Expenses are proper in the circumstances because Executive has met the
         applicable standard of conduct shall not be a defense to the action or
         create a presumption that Executive has not met the applicable standard
         of conduct.

                  (c) Executive's Expenses incurred in connection with any
         action concerning Executive's right to indemnification or advancement
         of Expenses in whole or in part pursuant to these indemnity provisions
         shall also be indemnified in accordance with the terms of these
         indemnity provisions by Employer regardless of the outcome of such
         action, unless a court of competent jurisdiction determines that each
         of the material claims made by Executive in the action was not made in
         good faith or was frivolous.

                  (d) With respect to any Proceeding for which indemnification
         is requested, Employer will be entitled to participate therein at its
         own expense and, except as otherwise provided below, to the extent that
         it may wish, Employer may assume the defense thereof, with counsel
         satisfactory to Executive. After notice from Employer to Executive of
         its election to assume the defense of a Proceeding, Employer will not

                                       3


<PAGE>

         be liable to Executive under these indemnity provisions for any
         Expenses subsequently incurred by Executive in connection with the
         defense thereof, other than reasonable costs of investigation or as
         otherwise provided below. Employer shall not settle any Proceeding in
         any manner which would impose any penalty or limitation on Executive
         without Executive's prior written consent. Executive shall have the
         right to employ counsel in any Proceeding, but the Expenses of such
         counsel incurred after notice from Employer of its assumption of the
         defense thereof and Executive's approval of Employer's counsel shall be
         at the expense of Executive, unless (i) the employment of counsel by
         Executive has been authorized by Employer, (ii) Executive shall have
         reasonably concluded that there may be a conflict of interest between
         Employer and Executive in the conduct of the defense of a Proceeding,
         or (iii) Employer shall not in fact have employed counsel to assume the
         defense of a Proceeding, in each of which cases the Expenses of
         Executive's counsel shall be at the expense of Employer.
         Notwithstanding the foregoing, Employer shall not be entitled to assume
         the defense of any Proceeding brought by or on behalf of Employer or as
         to which Executive has concluded that there may be a conflict of
         interest between Employer and Executive.

         10. RETROACTIVE EFFECT. Notwithstanding anything to the contrary
contained in these indemnity provisions, Employer's obligation to indemnify
Executive and advance Expenses to Executive shall be deemed to be in effect
since the Effective Date.

         11. LIMITATIONS ON INDEMNIFICATION. No payments pursuant to these
indemnity provisions shall be made by Employer:

                  (a) to indemnify or advance Expenses to Executive with respect
         to actions initiated or brought voluntarily by Executive and not by way
         of defense, except with respect to actions brought to establish or
         enforce a right to indemnification or advancement of Expenses under
         these indemnity provisions or any other statute or law or otherwise as
         required under Delaware law, but the indemnification or advancement of
         Expenses may be provided by Employer in specific cases if approved by
         the Chairman;

                  (b) to indemnify Executive for any Expenses, damages,
         judgments, amounts paid in settlement, fines, penalties or ERISA excise
         taxes for which payment is actually made to Executive under a valid and
         collectible insurance policy, except in respect of any excess beyond
         the amount paid under the insurance;

                  (c) to indemnify Executive for any Expenses, damages,
         judgments, amounts paid in settlement, fines, penalties or ERISA excise
         taxes for which Executive has been or is indemnified by Employer or any
         other party otherwise than pursuant to these indemnity provisions;

                  (d) to indemnify Executive for any Expenses, damages,
         judgments, fines or penalties sustained in any Proceeding for an
         accounting of profits made from the purchase or sale by Executive of
         securities of Employer pursuant to the provisions of Section 16(b) of
         the Securities Exchange Act of 1934, as amended, and the rules and
         regulations promulgated thereunder or similar provisions of any
         federal, state or local statutory law;

                                       4


<PAGE>

                  (e) to indemnify Executive for any Expenses, damages,
         judgments, amounts paid in settlement, fines, penalties or ERISA excise
         taxes in connection with any Proceeding where a court of competent
         jurisdiction has determined that (i) Executive failed to act in good
         faith and in a manner reasonably believed to be in or not opposed to
         the best interest of Employer, or (ii) with respect to any Proceeding
         which is of a criminal nature, Executive had reasonable cause to
         believe his conduct was unlawful; or

                  (f) if a court of competent jurisdiction enters a final order,
         decree or judgment to the effect that indemnification or advancement of
         Expenses hereunder is unlawful under the circumstances.

         12. LIMITATION OF ACTIONS AND RELEASE OF CLAIMS. Notwithstanding
anything to the contrary contained herein, no legal action shall be brought and
no cause of action shall be asserted by or on behalf of Employer, any affiliate
or subsidiary of Employer or any other enterprise that Executive was serving as
a director, officer, employee or agent at the request of Employer against
Executive, or Executive's spouse, heirs, executors of administrators after the
expiration of two years from the date Executive ceases (for any reason) to serve
in any one or more of the capacities covered by this Agreement, and any claim or
cause of action of Employer, its affiliates or subsidiaries or any other
enterprise shall be extinguished and deemed released unless asserted by the
filing of a legal action within the two-year period.

         13. MAINTENANCE OF D&O INSURANCE.

                  (a) Upon Executive's request, Employer hereby agrees to
         maintain in full force and effect, at its sole cost and expense,
         directors' and officers' liability insurance ("D&O INSURANCE") by an
         insurer, in an amount and with a deductible reasonably acceptable to
         Executive, covering the period during which Executive is serving in any
         one or more of the capacities covered by these indemnity provisions and
         for so long thereafter as Executive is subject to any possible claim or
         threatened, pending or completed Proceeding by reason of the fact that
         Executive is serving in any of the capacities covered by these
         indemnity provisions.

                  (b) In all policies of D&O Insurance to be maintained pursuant
         to Paragraph 13(a), Executive shall be named as an insured in such a
         manner as to provide Executive with the greatest rights and benefits
         available under the policy.

                  (c) Notwithstanding the foregoing, Employer shall have no
         obligation to maintain D&O Insurance if Employer determines, in good
         faith, that (i) the insurance cannot be obtained on terms which are
         commercially reasonable, (ii) the premium costs for the insurance is
         significantly disproportionate to the amount of coverage provided,
         (iii) the coverage provided by the insurance is limited by exclusions
         so as to provide an insufficient benefit, or (iv) Employer, after using
         best efforts, is otherwise unable to obtain insurance.

         14. INDEMNIFICATION HEREUNDER NOT EXCLUSIVE. The indemnification and
advancement of Expenses provided by these provisions shall not be deemed to
limit or preclude any other rights to which Executive may be entitled under
Employer's Certificate of Incorporation, Employer's Bylaws, any agreement, any
vote of stockholders or disinterested directors of Employer, Delaware law, or
otherwise.

                                       5


<PAGE>

         15. SUCCESSORS AND ASSIGNS. These indemnity provisions shall be binding
upon, and shall inure to the benefit of, (i) Executive and Executive's heirs,
devisees, legatees, personal representatives, executors, administrators and
assigns and (ii) Employer and its successors and assigns, including any
transferee of all or substantially all of Employer's assets and any successor or
assign of Employer by merger or by operation of law.

         16. SEVERABILITY. Each of these indemnity provisions is a separate and
distinct agreement and independent of the other, so that if any provision hereof
is held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity or enforceable of the other
provisions hereof. To the extent required, any of these indemnity provisions may
be modified by a court of competent jurisdiction to preserve its validity and to
provide Executive with the broadest possible indemnification and advancement of
Expenses permitted under Delaware law. If any of these indemnity provisions or
any portion thereof is invalidated on any ground by any court of competent
jurisdiction, then Employer shall nevertheless indemnify Executive as to
Expenses, damages, judgments, amounts paid in settlement, fines, penalties and
ERISA excise taxes with respect to any Proceeding to the full extent permitted
by any of these indemnity provisions that have not been invalidated or by any
applicable provision of Delaware law or the law of any other applicable
jurisdiction.

         17. AMENDMENTS AND WAIVERS. No amendment, waiver, modification,
termination or cancellation of this indemnity shall be effective unless in
writing and signed by the party against whom enforcement is sought. The
indemnification rights afforded to Executive hereby are contract rights and may
not be diminished, eliminated or otherwise affected by amendments to Employer's
Certificate of Incorporation, Bylaws or agreements, including any directors' and
officers' liability insurance policies, whether the alleged actions or conduct
giving rise to indemnification hereunder arose before or after any amendment. No
waiver of any provision of this indemnity shall be deemed or shall constitute a
waiver of any other provision hereof, whether or not similar, nor shall any
waiver constitute a continuing waiver.

         18. SUBROGATION. In the event of any payment under this indemnity to or
on behalf of Executive, Employer shall be subrogated to the extent of the
payment to all of the rights of recovery of Executive against any person, firm,
corporation or other entity (other than Employer) and Executive shall execute
all papers requested by Employer and shall do any and all things that may be
necessary or desirable to secure those rights for Employer, including the
execution of documents necessary or desirable to enable Employer to effectively
bring suit to enforce those rights.

         19. SUBJECT MATTER AND PARTIES. The intended purpose of this indemnity
is to provide for indemnification and advancement of Expenses, and this
indemnity is not intended to affect any other aspect of any relationship between
Executive and Employer and is not intended to and shall not create any rights in
any person as a third party beneficiary hereunder.