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EXHIBIT 10.12

                               FIRST AMENDMENT TO
                        WARRANT TO PURCHASE COMMON STOCK

         This First Amendment to Warrant to Purchase Common Stock (this
"Amendment") is made and entered into as of the 1st day of September, 2003, by
and between SSP SOLUTIONS, INC., a Delaware corporation (the "Company") and
_______________ (the "Holder").

         WHEREAS, Holder is the holder of that certain Warrant No. __ to
Purchase Common Stock Dated _______________ (the "Warrant") pursuant to which
Holder has the right to purchase up to ___________________________
(________________) fully paid nonassessable shares of the Company's Common Stock
(as defined in the Warrant) at the Warrant Exercise Price (as defined in the
Warrant);

         WHEREAS, the Company and the Holder have reached an agreement whereby
the Holder or its affiliates may provide certain additional financing to the
Company in consideration for, among other things, the Company's agreement to
amend certain terms of the Warrant as more fully described herein; and

         WHEREAS, capitalized terms used herein and not otherwise defined shall
have the respective meaning set forth in the Warrant.

         NOW THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Holder hereby agree to amend the Warrant as
follows:

1.       ADJUSTMENT TO WARRANT EXERCISE PRICE.

         (a) With respect to ____________ (__________) shares under the Warrant,
the Warrant Exercise Price shall be $.50 per share, subject to adjustment as
provided in the Warrant.

         (b) With respect to ______________________ (______________) shares
under the Warrant, the Warrant Exercise Price shall be equal to the warrant
exercise price in effect from time under the Company's "A-1 Warrants" held by
Holder. For purposes of this Amendment, "A-1 Warrants" shall mean those warrants
issued by the Company to Holder concurrently herewith pursuant to which Holder
will have the right to purchase 2,500 (subject to adjustment) shares of the
Company's Series A Convertible Preferred Stock.

2.       AGREEMENT TO EXERCISE WARRANT.

         (a) Concurrently with the consummation of the "Bridge Loan" described
in Section 2(b) below, Holder will exercise all shares under the Warrant with
respect to which the Warrant Exercise price has been reduced to $.50. Such
exercise shall be made in accordance with the terms of Section 3.1 of the
Warrant, and payment of the Warrant Exercise Price shall be made in cash or
other immediately available funds.



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         (b) For purposes of this Amendment, "Bridge Loan" shall mean the bridge
financing effected pursuant to a Bridge Loan Agreement, dated as of the date
hereof, between Holder as lender, and the Company, as borrower.

3.       COMPANY REPRESENTATION AND AUTHORITY TO AMEND.

         The Company hereby represents to the holder that it has all requisite
authority to enter into this Amendment and to perform all actions required
hereunder, including without limitation, all authority required of the Company
by Section 15 of the Warrant.

4.       NO OTHER AMENDMENT.

         Except as expressly set forth herein, the Warrant shall remain
unamended and in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this First Amendment to
Warrant to Purchase Common Stock as of the date written above:

SSP SOLUTIONS, INC.

By:      ____________________________                 __________________________

Title:   ____________________________