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EXHIBIT 10.1

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

$500,000                                                         August 27, 2003
Chicago, Illinois

         FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to
the order of Richard P. Kiphart ("Payee") at 222 West Adams Street, Chicago, IL
60606 or such other address as Payee may designate, the sum of Four Hundred
Ninety-Seven Thousand Five Hundred Dollars ($497,500) in principal amount, plus
Two Thousand Five Hundred Dollars ($2,500) interest, payable on demand but in
all events not later than September 5, 2003. Maker hereby agrees that, at the
option of Payee, the principal and interest amount hereunder may be applied in
payment of the exercise price payable to exercise that certain Warrant to
Purchase Maker Common Stock dated April 16, 2002 (the "Warrant
Exercise")(provided that Maker has agreed to reduce such exercise price to $0.50
per Warrant Share).

         Maker hereby represents and warrants to Payee that Maker has full
corporate power and authority to execute, deliver and perform this Note. Maker
hereby covenants to use best efforts to consummate the Warrant Exercise,
including, without limitation, cooperating promptly and in good faith to
finalize all transaction documents in connection therewith.

         Any failure of Payee to exercise any right available hereunder or
otherwise shall not be construed as a waiver of the right to exercise the same
or any other right at any other time. No waiver by Payee of any default shall be
effective unless made in writing nor operate as a waiver of any other future
default. All rights and remedies of Payee, whether provided for herein, in any
other written document or conferred by law, are cumulative and concurrent and
the exercise of any one or more of them shall not preclude the simultaneous or
later exercise by Payee of any or all other rights, powers or remedies.

         Any and all amounts of principal and interest hereunder if not paid
when due shall accrue interest at the rate of 18% per annum or the maximum
amount permitted under applicable law, whichever is lower.

         Maker agrees to pay reasonable attorney's fees, costs and expenses
incurred by Payee in the collection and enforcement of this Note. Such amounts
shall be payable immediately upon incurrence thereof by Payee.

         This Note shall be governed by and construed under the laws of the
State of Illinois, without regard to its conflict of laws rules. Exclusive
jurisdiction for all disputes relating to this Note shall rest in federal and
state courts sitting in Cook County, Illinois. Maker hereby waives any right to
a jury trial in any action arising hereunder.



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         Maker hereby irrevocably authorizes any attorney of any court of record
to appear for Maker in such court at any time after any amount under this Note
becomes due, whether by acceleration or otherwise, and confess a judgment
without process in favor of Payee or any other holder of this Note for the
amount then due hereon, together with costs of collection, expenses and
reasonable attorney's fees, and to release and waive all errors that may
intervene and consent to immediate execution upon such judgment, hereby
ratifying and confirming all that said attorney may do by virtue hereof.

         If any part of this Note shall be adjudicated invalid or unenforceable,
then such partial invalidity or unenforceability shall not cause the remainder
of this Note to become invalid or unenforceable, and if any provision hereof is
held invalid or unenforceable in one or more of its applications, Maker agrees
that said provision shall remain in effect in all valid and enforceable
applications.

         IN WITNESS WHEREOF, Maker has executed this Note on the date first
above written.

SSP SOLUTIONS, INC.,
a Delaware corporation

By: /s/ THOMAS E. SCHIFF                      Attest: /s/  POLLY HOSKINS
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Name: Thomas E. Schiff                        Name: Polly Hoskins
Title: Chief Financial Officer                Title: Exec. Assistant