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EXHIBIT 10.2

                    TERMINATION AND GENERAL RELEASE AGREEMENT
                    -----------------------------------------

         This Termination and General Release Agreement (this "TERMINATION AND
RELEASE AGREEMENT") dated as of June 30, 2003 is by and between SSP Solutions,
Inc. ("SSP SOLUTIONS"), and each of Electronic Data Systems Corporation and EDS
Information Services L.L.C. (referred to collectively hereinafter as ("EDS").
SSP Solutions and EDS may be referred to in this Termination and Release
Agreement individually as a "party" and together as the "parties".

         In consideration of the mutual promises and covenants contained in this
Termination and Release Agreement, the parties agree as follows:

1.       TERMINATION. This Termination and Release Agreement documents the
         mutual understanding and agreement of SSP Solutions and EDS regarding
         the termination of that certain Master Services Agreement by and
         between SSP Solutions and EDS dated as of November 14, 2001(the "MASTER
         SERVICES AGREEMENT") and the associated Task Order 2001-01 effective as
         of December 1, 2001 (the "TASK ORDER") issued pursuant to the Agreement
         (the Master Services Agreement and the Task Order are sometimes
         collectively referred to as the "AGREEMENT"). The parties desire to
         terminate the Agreement, and this Termination and Release Agreement
         shall serve to release and discharge all remaining obligations between
         the parties arising out of or related to the Agreement, to fully and
         finally compromise and settle all claims asserted or which could be
         asserted by the parties, whether known or unknown, against one another
         in connection with the Agreement, and to relieve the parties hereto of
         any further expense, obligations and/or liability to one another in
         connection with any matters arising out of or relating to the
         Agreement, except as expressly stated herein.

2.       TERMINATION EFFECTIVE DATE: The termination date of this Termination
         and Release Agreement will be effective as of December 31, 2002 (the
         "TERMINATION EFFECTIVE DATE").

3.       TERMINATED EDS OBLIGATIONS. SSP Solutions acknowledges and agrees that,
         upon execution of this Termination and Release Agreement, EDS has no
         continued obligation to provide the EDS Services (as defined in the
         Agreement) to SSP Solutions, as described in the Task Order or as may
         be provided for in any related correspondence. Further, SSP Solutions
         agrees that, except as expressly agreed to in this Termination and
         Release Agreement, there are no other EDS Services, support, or
         deliverables due or expected from EDS. The parties acknowledge that
         upon termination of the Agreement as provided hereunder, EDS will not
         be liable for damages resulting from such termination.

4.       TERMINATED SSP SOLUTIONS OBLIGATIONS. EDS acknowledges and agrees that,
         upon execution of this Termination and Release Agreement and payment of
         the charges set forth below in Section 5 (the "TERMINATION CHARGES"),
         SSP Solutions has no continued obligation to EDS under the Agreement.
         Further, EDS agrees that, except as expressly agreed to in this
         Termination and Release Agreement, SSP Solutions has no continued or
         additional obligation to pay EDS for the EDS Services as described in
         the Task Order or as may be described in any related correspondence.
         The parties acknowledge that upon termination of the Agreement as
         provided hereunder, EDS will not be liable for damages resulting from
         such termination.

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5.       TERMINATION CHARGES: SSP Solutions and EDS agree that all services
         associated with the Task Order were terminated on December 31, 2002. As
         a result of the mutually accepted termination, SSP Solutions agrees to
         pay to EDS Two Hundred Twenty Thousand Six Hundred Fifty Dollars
         ($220,650) representing past due charges (the "Charges") for the period
         between September 30, 2002 through December 31, 2002, additionally, SSP
         Solutions agrees to pay to EDS Nine Thousand Nine Hundred Twenty Nine
         Dollars ($9,939) representing interest on the Charges calculated from
         August 1, 2002 through May 30, 2003.

                           2002 PAST DUE CHARGES

                  August                             $44,130
                  September                          $44,130
                  October                            $44,130
                  November                           $44,130
                  December                           $44,130
                                                    --------
                  Sub-total Due to EDS              $220,650
                  Interest *                           9,929
                                                    --------
                  Total Due to EDS                  $230,579

                  *Interest rate calculated at Citibank prime as of November
                  2002 + 2% or 6.75% through May 30, 2003.

     SSP Solutions agrees to pay the Charges as set forth below.

         $18,430 due on or before July 15, 2003
         $38,430 due August 1, 2003
         $48,430 due September 1, 2003
         $48,430 due October 1, 2003
         $38,430 due November 1, 2003
         $38,430 due December 1, 2003

6.       RELEASE BY EDS. EDS releases, acquits, cancels and forever discharges
         SSP Solutions and its directors, officers, agents, employees,
         attorneys, predecessors, successors, assigns, parents, subsidiaries and
         affiliates from all claims, demands, causes of action, debts,
         liabilities or controversies of any kind whatsoever, whether in
         contract or in tort, whether arising under or by virtue of any statute
         or regulation, whether known or unknown, whether having arisen or
         hereafter to arise, whether suspected or unsuspected, whether
         liquidated or unliquidated, that EDS or any of its directors, officers,
         agents, employees, attorneys, predecessors, successors, assigns,
         parents, subsidiaries or affiliates may have against SSP Solutions
         arising from or relating to the Agreement, except as set forth in
         SECTION 5 of this Termination and Release Agreement and provided that
         the confidentiality obligations of the Agreement shall survive
         termination of the Agreement.

7.       REPRESENTATIONS OF EDS. EDS represents and warrants that (a) it has
         carefully reviewed this Termination Agreement, (b) it has at all times
         been represented by and consulted with legal counsel concerning this
         Termination and Release Agreement, (c) any questions that it has
         pertaining to this Termination and Release Agreement have been answered
         and fully explained to it by its counsel, (d) its decision to execute
         this Termination and Release Agreement was not based on any statement

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         or representation, either oral or written, made by any person on behalf
         of SSP Solutions other than as set forth in this Termination and
         Release Agreement, (e) this Termination and Release Agreement
         constitutes the entire agreement and understanding between EDS and SSP
         Solutions with regard to the subject matter of this Termination and
         Release Agreement, and (f) EDS has not assigned, conveyed, hypothecated
         or transferred any interest in any actual or potential cause of action
         set forth in SECTION 6 of this Termination and Release Agreement. EDS
         understands that SSP Solutions is relying upon these representations
         and warranties in entering into this Termination and Release Agreement.

8.       RELEASE BY SSP SOLUTIONS. SSP Solutions releases, acquits, cancels and
         forever discharges EDS and its directors, officers, agents, employees,
         attorneys, predecessors, successors, assigns, parents, subsidiaries and
         affiliates from all claims, demands, causes of action, debts,
         liabilities or controversies of any kind whatsoever, whether in
         contract or in tort, whether arising under or by virtue of any statute
         or regulation, whether known or unknown, whether having arisen or
         hereafter to arise, whether suspected or unsuspected, whether
         liquidated or unliquidated, that SSP Solutions or any of its directors,
         officers, agents, employees, attorneys, predecessors, successors,
         assigns, parents, subsidiaries or affiliates may have against EDS
         arising from or relating to the Agreement, except as set forth in this
         Termination and Release Agreement and provided that the confidentiality
         obligations of the Agreement shall survive termination of the
         Agreement.

9.       REPRESENTATIONS OF SSP SOLUTIONS. SSP Solutions represents and warrants
         that (a) it has carefully reviewed this Termination and Release
         Agreement, (b) it has at all times been represented by and consulted
         with legal counsel concerning this Termination and Release Agreement,
         (c) any questions that it has pertaining to this Termination and
         Release Agreement have been answered and fully explained to it by its
         counsel, (d) its decision to execute this Termination and Release
         Agreement was not based on any statement or representation, either oral
         or written, made by any person on behalf of EDS other than as set forth
         in this Termination and Release Agreement, (e) this Termination and
         Release Agreement constitutes the entire agreement and understanding
         between SSP Solutions and EDS with regard to the subject matter of this
         Termination and Release Agreement, and (f) SSP Solutions has not
         assigned, conveyed, hypothecated or transferred any interest in any
         actual or potential cause of action set forth in SECTION 8 of this
         Termination and Release Agreement. SSP Solutions understands that EDS
         is relying upon these representations and warranties in entering into
         this Termination and Release Agreement.

10.      Section 1542 of the California Civil Code. The parties intend that this
         Termination and Release Agreement be a general release of the claims
         described herein. Therefore, each of the parties waives and
         relinquishes all rights and benefits that it has, or may have, under
         Section 1542 of the Civil Code of the State of California ("Section
         1542") or the law of any jurisdiction to the same or similar effect.
         Section 1542 provides as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."

11.      FULL SATISFACTION. EDS and SSP Solutions each acknowledge full
         satisfaction of any and all claims, demands, rights, obligations and
         causes of action, legal or equitable, that each may have against the
         other, and state that they have reached a complete accord and
         satisfaction of all such claims, except as set forth in SECTIONS 5 of
         this Termination and Release Agreement.

12.      NO ADMISSION. This Termination and Release Agreement does not
         constitute an admission of fault, liability or responsibility by any
         person or entity released hereby. Such fault, liability or
         responsibility is expressly denied. This Termination and Release
         Agreement is a settlement of a disputed claim.

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13.      CONFIDENTIALITY. Except as may be required either in litigation
         involving this Termination and Release Agreement or by legal,
         accounting or regulatory requirements beyond the reasonable control of
         the disclosing party, EDS and SSP Solutions, and their respective
         counsel and agents, shall not ever disclose for any purpose to any
         third party any information communicated to the recipient party by the
         other party in connection with this Termination and Release Agreement
         or the Agreement, including without limitation (a) the terms,
         conditions or content of the Agreement or this Termination and Release
         Agreement, (b) any negotiations, information or other matters relating
         to the Agreement or this Termination and Release Agreement, or (c) any
         description or estimate of the value of the settlement set forth in
         this Termination and Release Agreement. EDS and SSP Solutions each
         acknowledge that violation of this SECTION 13 of this Termination and
         Release Agreement by either party would cause the other party
         irreparable injury for which it would have no adequate remedy at law,
         and the injured party shall be entitled to preliminary and other
         injunctive relief against any such violation. Such injunctive relief
         shall be in addition to any other remedies or rights which the injured
         party may have at law or in equity.

14.      NOTICES. All notices under this Termination and Release Agreement will
         be in writing and will be deemed to have been duly given if delivered
         personally or by a nationally recognized courier service, faxed or
         mailed by registered or certified mail, return receipt requested,
         postage prepaid, to the parties at the addresses set forth herein. All
         notices under this Termination and Release Agreement that are addressed
         as provided in this SECTION 14, (a) if delivered personally or by a
         nationally recognized courier service, will be deemed given upon
         delivery, (b) if delivered by facsimile, will be deemed given when
         confirmed and (c) if delivered by mail in the manner described above,
         will be deemed given on the fifth business day after the day it is
         deposited in a regular depository of the United States mail. Either
         party may change its address or designee for notification purposes by
         giving notice to the other of the new address or designee and the date
         upon which such change will become effective. Notices to SSP shall be
         sent to Marvin Winkler, 17861 Cartwright Road Irvine, CA 92614. Notices
         to EDS shall be sent to Sandra Chereb, 2121 East Park Place, El
         Segundo, CA 90245.

15.      COUNTERPARTS. This Termination and Release Agreement is executed in
         several counterparts, each of which shall be deemed an original for all
         purposes and all of which shall constitute one and the same instrument.

16.      AMENDMENT. This Termination and Release Agreement may be amended or
         modified only by a written instrument executed by both EDS and SSP
         Solutions.

17.      ENTIRE AGREEMENT. This Termination and Release Agreement constitutes
         the entire agreement of the parties with respect to the subject matter
         hereof. There are no representations, understandings or agreements
         between the parties with respect to the subject matter hereof that are
         not fully expressed herein.

18.      SEVERABILITY. If any provision of this Termination and Release
         Agreement is declared or found to be illegal, unenforceable or void,
         then both parties shall be relieved of all obligations arising under
         such provision, but only to the extent that such provision is illegal,
         unenforceable or void, it being the intent and agreement of the parties
         that this Termination and Release Agreement shall be deemed amended by
         modifying such provision to the extent necessary to make it legal and

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         enforceable while preserving its intent, or if that is not possible, by
         substituting therefore another provision that is legal and enforceable
         and achieves the same objective. If such illegal, unenforceable or void
         provision does not relate to the payments to be made to EDS under this
         Termination and Release Agreement and if the remainder of this
         Termination and Release Agreement shall not be affected by such
         declaration or finding and is capable of substantial performance, then
         each provision not so affected shall be enforced to the extent
         permitted by law.

19.      GOVERNING LAW. This Termination and Release Agreement will be governed
         by and construed in accordance with the laws, other than conflict of
         law rules, of the State of Texas.

         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Termination and Release Agreement by their duly authorized representative as of
the Termination Effective Date.

ELECTRONIC DATA SYSTEMS                    SSP SOLUTIONS, INC.
CORPORATION

By: /S/ GORDON ADAMS                       By: /S/ MARVIN J. WINKLER
Printed Name: _________________            Printed Name: _______________________

Title: ________________________            Title: ______________________________

EDS INFORMATION SERVICES L.L.C.

By: /S/ GORDON ADAMS

Printed Name: _______________________________

Title: ______________________________________

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