Exhibit 10.39

THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN, NO TRANSFER,
HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT IN FAVOR OF ANY PERSON OTHER THAN THE HOLDER HEREOF, SHALL BE VALID OR EFFECTIVE UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR
UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Warrant

|No.
Holder: William Blair & Company, L.L.C. |  | Warrant to Purchase
110,000 Shares of Common Stock
(subject to adjustment)
|------------------------------------------- |  | --------------------------------------------------------------------------

SSP SOLUTIONS, INC.

Incorporated Under the Laws of the State of Delaware

THIS CERTIFIES THAT, for value received, the above named holder or its assigns is entitled to subscribe for and purchase during the period
specified in this Warrant the number of shares of Warrant Stock set forth above (subject to adjustment as hereinafter provided) of fully paid and non-assessable shares of Common of SSP
SOLUTIONS, INC., a Delaware corporation (the "Corporation"), at a per share price equal to the Warrant Price, subject, however, to the provisions and upon the terms and conditions hereinafter
set forth. Capitalized terms not otherwise defined shall have the meanings set forth in Section 13 hereof.

1)Duration.The right to subscribe for and purchase shares of Common represented hereby shall expire at
5:00 P.M. Central Standard Time, on April 16, 2005.

2)Method of Exercise, Payment; Issuance of New Warrant.The Holder hereof may exercise this Warrant, in whole
or in part, by the surrender of this Warrant (with the subscription form attached hereto duly executed) at the principal office of the Corporation. The Warrant may be exercised (a) by the
payment to the Corporation of the then applicable Warrant Price for the shares being purchased upon such exercise by certified or official bank check; or (b) through a "Cashless Exercise" by
which the Holder receives (upon surrender of this Warrant) shares of Common equal to the difference between (i) the then Fair Value of the shares underlying the portion of the Warrant exercised
and (ii) $1.00 multiplied by the shares underlying the portion of the Warrant exercised, divided by (iii) the then Fair Value of the shares underlying the portion of the Warrant
exercised. As an example, should the Holder exercise the entire Warrant at a time when the per share Fair Value of the Common was $3.00 per share, the Holder would receive, upon exercise, 110,000
shares multiplied by ($3.00 Fair Value minus $1.00 exercise price) divided by $3.00 Fair Value equals 73,333 shares of Common. In the event of any exercise of the rights represented by this Warrant,
(i) stock certificates for the shares of Common so purchased shall be delivered to the Holder hereof, and unless this Warrant has expired, a new Warrant representing the number of shares, if
any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder hereof and shall be dated the date of this Warrant, and (ii) stock certificates
for the shares of Common so purchased shall be dated the date of exercise of this Warrant, and the Holder exercising this Warrant shall be deemed for all purposes to be the Holder of the shares of
Common so purchased as of the date of such exercise. Such stock certificates (and new Warrant, if applicable) shall be delivered to the Holder hereof within a reasonable time, not exceeding five
business days, after the rights represented by this Warrant shall have been so

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exercised. Each stock certificate so delivered shall be in such denominations as may be requested by the Holder hereof and shall be registered in the name of said Holder or such other name (upon
compliance with the transfer requirements hereinafter set forth) as shall be designated by said Holder.
The Corporation shall pay all taxes and other expenses and charges payable in connection, with the preparation, execution and delivery of stock certificates (and new Warrants, if applicable) pursuant
to this paragraph except that, in case such stock certificates shall be registered in a name or names other than the Holder of this Warrant or its nominee, funds sufficient to pay all stock transfer
taxes which shall be payable in connection with the execution and delivery of such stock certificates shall be paid by the Holder hereof to the Corporation at the time of the delivery of such stock
certificates by the Corporation as mentioned above.

3)Transfer of Securities.



4)Compliance with Rule 144 and Rule 144A.The Corporation will use its best efforts to comply
with the reporting requirements of Section 13 and 15(d) of the Exchange Act and shall use its best efforts to comply with all other public information reporting requirements of the Securities
and Exchange Commission (including reporting requirements which serve as a condition to utilization of Rule 144 applicable to it from time to time in effect and relating to the availability of
an exemption from the registration requirements of the Warrant Stock). At the written request of any Holder of Warrant Stock who proposes to sell any of such Warrant Stock in compliance with
Rule 144 or other applicable exemption from the registration requirements of the Securities Act, the Corporation shall furnish to such Holder, within ten days after receipt of such request, a
written statement as to whether or not the Corporation is in compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule. For purposes of effecting
compliance with Rule 144A or other applicable exemption from the registration requirements of the Securities Act, in connection with any resales of any Warrant Stock that hereafter may be
effected pursuant to the provisions of Rule 144A, any Holder of any such Warrant Stock desiring to effect such resale and each prospective institutional purchaser of such shares designated by
such Holder shall have the right, at any time the Corporation is not subject to Section 13 or 15(d) of the Securities and Exchange Act, to obtain from the Corporation, upon the
written request of such Holder and at the Corporation's expense the documents specified in Section (d)(4)(i) of Rule 144A or other applicable exemption from the registration
requirements of the Securities Act.

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5)Adjustment of Warrant Price and Number of Shares.The number of shares of Common issuable upon exercise of
this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows,provided, however,
in no event shall the Warrant Price be reduced to less than $0.01.



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6)Notice of Adjustments.Whenever any Warrant Price shall be adjusted pursuant to Section 5 hereof, the
Corporation shall make a certificate signed by its President or a Vice President and by its Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, setting forth in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination
hereunder), and the Warrant Price and the number of shares issuable upon the exercise of the Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Warrant at its address shown on the books of the Corporation. The Corporation shall make such certificate and mail it to each Holder promptly
after each adjustment.

7)Fractional Shares.No fractional shares of Common shall be issued in connection with any exercise of this
Warrant, but in lieu of such fractional shares, the Corporation shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Warrant Price then in
effect, to the extent sufficient funds are legally available to make such cash payment on the date of such exercise of this Warrant.

8)Shares To be Fully Paid; Reservation of Shares.The Corporation covenants and agrees that all Common issued
upon exercise of this Warrant will, upon issuance, be fully paid and non-assessable and free from preemptive rights and all taxes, liens and charges with respect to the issuance thereof.
The

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Corporation further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Corporation will at all times have authorized, and reserved
for the purpose of issue upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of Common to provide for the exercise of the rights represented by this
Warrant. Furthermore, and without limiting the generality of the foregoing, the Corporation covenants and agrees that it will from time to time take all such actions as may be required to assure that
the par value per share of Common is at all times equal to or less than the effective Warrant Price.

9)Registration.If (but without any obligation pursuant to this Agreement to do so) the Corporation proposes to
register (including for this purpose, a registration effected by the Corporation for stockholders) any of its stock or other securities under the Securities Act in connection with the public offering
of such securities solely for cash (other than a registration on Form S-8, Form S-4 or any other form that would not permit registration of the Registrable
Securities, the Corporation shall, at such time, promptly give the Holder written notice of such registration at least 20 days prior to filing a registration statement relating to such
registration. Upon the written request of the Holder given within 20 days after mailing of such notice by the Corporation, the Company shall use its best efforts to cause to be registered under
the Securities Act all of the Warrant Stock that the Holder has requested to be registered.



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10)Registration Expenses.To the fullest extent allocable under applicable state securities and blue sky laws,
all expenses incurred in effecting a registration provided for in Section 9 hereof, including, without limitation, all registration and filing fees, printing expense, fees and disbursements of
counsel for the Corporation, underwriting expenses other than underwriting discounts and commissions, expenses of any audits incident to or required by any such registration and expenses of complying
with the securities or blue sky laws of any jurisdictions pursuant to Section 9 hereof, shall be borne and paid by the Corporation. The fees and disbursements of any one or more law firms who
shall be serving as counsel or the Holders of the Warrant Stock shall be borne solely by the Holders of the Warrant Stock.

11)Indemnification.



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10)Participation in Underwritten Registrations.



11)Miscellaneous.



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12)Definitions.For the purposes of this Warrant the following terms have the following meanings:

"Affiliate
Transfer" shall mean a transfer to (i) to a nominee identified in writing to the Corporation as being the nominee of or for such record owner, and any nominee of or for
a beneficial owner of this Warrant or Warrant Stock issuable upon exercise thereof identified in writing to the Corporation as being the nominee of or for such beneficial owner, (ii) to an
Affiliate (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of such record owner, or (iii) if such record owner is a partnership or
the nominee of a partnership or a limited liability company or the nominee of a limited liability company, to a partner, retired partner, member, retired member or estate of a partner, retired
partner, member or retired member of such partnership or limited liability company, so long as such transfer is in accordance with the transferee's interest in such partnership or limited liability
company and is without consideration,provided, however, that each such transferee shall remain subject to all restrictions on the transfer of this
Warrant or Common issuable upon exercise thereof herein contained.

"Board"
shall mean the Board of Directors of the Corporation.

"Common"
shall mean the Corporation's Common Stock, par value $.01 per share, and any stock into which such stock may hereafter be changed.

"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair
Value" as of a particular date shall mean the last sale price of the Common as reported on a national securities exchange or on The Nasdaq National Market System or SmallCap
Market, or, if a last sale reporting quotation is not available for the Common, the average of the bid and asked prices of the Common as reported by Nasdaq or on the NASD's OTC Bulletin Board Service,
or if not so reported, as listed in the National Quotation Bureau, Inc.'s "Pink Sheets." If such quotations are unavailable, or with respect to other appropriate security, property, assets,
business or entity, "Fair Value" shall mean the fair value of such item as determined by mutual agreement reached by the Holder and the Corporation or, in the event the parties are unable to agree, an
opinion of an independent investment banking firm or firms in accordance with the procedures set forth in the immediately succeeding three paragraphs. Notwithstanding the foregoing, if as part of the
consideration in a transaction in which the Corporation acquires, directly or indirectly, all or substantially all of the

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assets or capital stock or other evidence of ownership of the equity of a Person the Corporation issues shares of Common as to which, for purposes of recording acquisition goodwill only, generally
accepted accounting principles require the Corporation to record the value of the Common so issued at a value that otherwise would not be Fair Value hereunder, such acquisition goodwill will be added
to the value recorded for such shares of Common to determine Fair Value for the issuance of such shares of Common hereunder.

In
the case of any event which gives rise to a requirement to determine "Fair Value" pursuant to this Warrant, the Corporation shall be responsible for initiating the process by which
Fair Value shall be
determined as promptly as practicable, but in any event within sixty (60) days following such event and if the procedures contemplated herein in connection with determining Fair Value have not
been complied with fully, then any such determination of Fair Value for any purpose of this Warrant shall be deemed to be preliminary and subject to adjustment pending full compliance with such
procedures. Upon the occurrence of an event requiring the determination of Fair Value, the Corporation shall give the Holder(s) of the Warrants notice of such event, and the Corporation and the
Holders shall engage in direct good faith discussions to arrive at a mutually agreeable determination of Fair Value.

In
the event the Corporation and the Holder(s) (as hereinafter defined) are unable to arrive at a mutually agreeable determination within thirty (30) days of the notice, the
Corporation and the Holder(s) of the Warrants (who, if more than one, shall agree among themselves by a majority) shall each retain a separate independent investment banking firm of national
reputation. Such firms shall jointly determine the Fair Value of the security, property, assets, business or entity, as the case may be, in question and deliver their opinion in writing to the
Corporation and to such Holder within thirty (30) days of their retention. In no event shall the marketability, or lack thereof, or lack of registration of a security be a factor in determining
the "Fair Value" of such security.

If
such firms cannot jointly make each determination within such 30-day period, then, unless otherwise directed by agreement of the Corporation and the Holder(s) of a
majority or more of the Warrants, such firms, in their sole discretion, shall choose another independent investment banking firm of the Corporation or such Holder(s), which firm shall make such
determination and render such an opinion. In either case, the determination so made shall be conclusive and binding on the Corporation and such Holder(s). The fees and expenses of all investment
banking firms retained pursuant to this provision shall be borne by the Corporation.

"Holders"
shall mean the Persons who shall, from time to time, own of record any Security. The term "Holder" shall mean one of the Holders.

"Permitted
Transfer" shall mean a transfer or sale pursuant to which the Holder desiring to effect such transfer or sale delivers a written notice of the Corporation briefly describing
the manner of such transfer or sale and a written opinion of counsel for such Holder (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the
Corporation) to the effect that such transfer or sale may be effected without the registration of such Securities under the Securities Act, the Corporation shall thereupon permit or cause its transfer
agent (if any) to permit such transfer or sale to be effected,provided, however, that no opinion shall be required if in such written notice the
transferring Holder represents and warrants to the Corporation that (a) the transfer or sale is to a purchaser or transferee whom the transferring Holder knows or reasonably believes to be a
"qualified institutional buyer," as that term is defined in Rule 144A or (b) the transfer or sale is in accordance with a letter or an order issued to the Holder thereof by the staff of
the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such transfer occurs
without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are
required.

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"Person"
shall mean an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization or a government organization or an agency or
political subdivision thereof.

"Property"
shall mean an interest in any kind of property or assets, whether real, personal or mixed, or tangible or intangible.

"Rule 144"
shall mean Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

"Rule 144A"
shall mean Rule 144(A) promulgated by the Securities and Exchange Commission under the Securities Act.

"Securities"
shall mean any debt or equity securities of the Corporation or a Subsidiary, whether now or hereafter authorized, and any instrument convertible into or exchangeable for
Securities.

"Securities
Act" shall mean the Securities Act of 1933, as amended.

"Seller"
shall mean each Holder of Securities of the Corporation as to which Securities the Corporation could be required to file a Registration Statement or which could be
registered under the Securities Act at the request of such Holder pursuant to any of the provisions of this Warrant.

"Stock"
shall include any and all shares, interests or other equivalents (however designated) of, or participations in, corporate stock.

"Warrant"
shall mean this Warrant.

"Warrant
Price" shall mean $1.00 per share, subject to adjustment pursuant to the provisions of Section 5 hereof.

"Warrant
Stock" shall mean, at any time, the shares of the then Common outstanding upon exercise of any part of this Warrant and the Common then issuable upon exercise of the then
Warrant by the Holder thereof,provided, however, that Warrant Stock shall not be deemed to include any shares after such shares have been registered
under the Securities Act and sold pursuant to such registration or any shares sold without registration under the Securities Act in compliance with Rule 144, or Pursuant to any other exemption
from registration under the Securities Act to a Person who is free to resell such shares without registration or restriction under the Securities Act, andprovided,
further, that at any time subsequent to the closing of a firmly underwritten public offering of Common Stock by means of a registration statement filed by the Corporation with
the United States Securities and Exchange Commission, Warrant Stock shall not include any shares which are eligible to be sold without registration under the Securities Act in compliance with
subsection (k) of Rule 144.

Dated: May 2, 2002

SSP SOLUTIONS, INC.By:

Marvin J. Winkler, Co-Chairman of the Board and Co-Chief Executive Officer


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EXHIBIT A        SUBSCRIPTION FORM[To be executed only upon exercise of Warrant]

The
undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of_______________ Shares of Common Stock of SSP Solutions, Inc. and
herewith requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to
________________ whose address is _________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in such Warrant that a
new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned.

| |  | (Name of Registered Owner)             
| |  | ---------------------------------------
| |  | (Signature of Registered Owner)        
| |  | (Street Address)                       
| |  | (City)        (State)        (Zip Code)

NOTICE
The signature on this subscription must correspond with the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any
change whatsoever.

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EXHIBIT B        PARTIAL ASSIGNMENT[To be executed only upon exercise of the Warrant]

FOR
VALUE RECEIVED _______________ hereby sells, assigns and transfers unto ________________________ the right to purchase ___________________ shares of Common Stock evidenced by the
within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________________ attorney to transfer that part of the said Warrant on the books of the within
named Corporation.

|       |  | Signature           
|------ |  | --------------------
|Dated: |  | Signature Guaranteed

FOR USE BY THE CORPORATION ONLY

This
Warrant No. W-_____________ canceled (or transferred or exchanged) this ____ day of ______________, 20__, __________ shares of Common Stock issued therefor in the name of
____________________, Warrant No. W-_______ issued for _____________________ shares of Common Stock in the name of ___________________

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