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EXHIBIT 10.3

            ACTION WITH RESPECT TO 2001 EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                               SSP SOLUTIONS, INC.

         By unanimous written consent of the board of directors of SSP
Solutions, Inc., a Delaware corporation (the "Corporation"), dated December 31,
2001, the Corporation's board of directors approved the following amendments to
the Corporation's 2001 Employee Stock Purchase Plan ("ESPP"):

         1. Section 2(p) of the ESPP was amended to read in full as follows:

                  "(p) "Offering Period" means the six consecutive-month period
                  commencing on each January 1 and July 1 during the term of
                  this Plan and during which payroll deductions will be made
                  from the Compensation of Eligible Employees who become
                  Participants in the Plan; provided, however, that the initial
                  Offering Period shall commence on February 1, 2002 and end on
                  June 30, 2002."

         2. Section 5 of the ESPP was amended to read in full as follows:

                  "5. Offering Periods. During the term of this Plan, the
                  Company will offer Stock Purchase Rights to purchase Shares to
                  all Participants during each Offering Period. Each Stock
                  Purchase Right shall become effective on the Grant Date. The
                  term of each Stock Purchase Right shall be six months (except
                  with respect to Stock Purchase Rights granted to Participants
                  during the first Offering Period, the term of which shall be
                  five months) and shall end on the Exercise Date. The first
                  Offering Period shall commence on February 1, 2002. Offering
                  Periods shall continue until this Plan is terminated in
                  accordance with SECTION 22 or, if earlier, until no Shares
                  remain available for Stock Purchase Rights pursuant to SECTION
                  4."

         3. Section 2(n) of the ESPP was amended to read in full as follows:

                  "(n) `Fair Market Value' means the value of Common Stock
                  determined as follows:

                           (i) If the Common Stock is listed on any established
                  stock exchange or a national market system, including without
                  limitation the Nasdaq National Market or The Nasdaq SmallCap
                  Market of The Nasdaq Stock Market, its Fair Market Value shall
                  be: (A) in the case of the determination of the price per
                  Share of Shares subject to a Stock Purchase Right on a Grant
                  Date, the closing sales price for such stock (or the closing
                  bid, if no sales were reported) on the last trading day prior



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                  to such Grant Date, as quoted on such exchange or system, or
                  (B) in the case of the determination of the price per Share of
                  Shares subject to a Stock Purchase Right on an Exercise Date,
                  the closing sales price for such stock (or the closing bid, if
                  no sales were reported) on such Exercise Date; as provided in
                  SECTION 9(B) hereof or, if such date is not a market trading
                  day, then the last market trading day prior to such date, as
                  applicable, as reported in THE WALL STREET JOURNAL or such
                  other source as the Committee deems reliable; or (C) in all
                  other cases, the last market trading day prior to the day of
                  determination, as reported in THE WALL STREET JOURNAL or such
                  other source as the Administrator deems reliable;

                           (ii) If the Common Stock is regularly quoted by a
                  recognized securities dealer but selling prices are not
                  reported, its Fair Market Value shall be (A) in the case of
                  the determination of the price per Share of Shares subject to
                  a Stock Purchase Right on a Grant Date, the mean between the
                  high bid and low asked prices for the Common Stock on the last
                  trading day prior to such Grant Date, as quoted on such
                  exchange or system, or (B) in the case of the determination of
                  the price per Share of Shares subject to a Stock Purchase
                  Right on an Exercise Date, the mean between the high bid and
                  low asked prices for the Common Stock on such Exercise Date;
                  as provided in SECTION 9(B) hereof or, if such date is not a
                  market trading day, then the last market trading day prior to
                  such date, as applicable, as reported in THE WALL STREET
                  JOURNAL or such other source as the Committee deems reliable;
                  or (B) in all other cases, the last market trading day prior
                  to the day of determination, as reported in THE WALL STREET
                  JOURNAL or such other source as the Administrator deems
                  reliable; and

                           (iii) In the absence of an established market for the
                  Common Stock, the Fair Market Value thereof shall be
                  determined in good faith by the Committee.

         The remainder of the ESPP remained in full force and effect.

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                       CERTIFICATE OF ASSISTANT SECRETARY

         The undersigned certifies that:

         (1) The undersigned is the duly appointed and acting Assistant
Secretary of the Corporation; and

         (2) The foregoing Action with Respect to 2001 Employee Stock Purchase
Plan of the Corporation describes actions taken with respect to the ESPP, as
duly adopted and approved by unanimous written consent of the Company's board of
directors as of December 31, 2001.

         IN WITNESS WHEREOF, I have hereunto subscribed my name on August 13,
2003.

                                           /S/ THOMAS E. SCHIFF
                                           -------------------------------------
                                           Thomas E. Schiff, Assistant Secretary

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