<PAGE>
                                                                    EXHIBIT 10.3


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B)
AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER THAT ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD
PURSUANT TO RULE 144 UNDER THAT ACT.


                               SSP SOLUTIONS, INC.

                        WARRANT TO PURCHASE COMMON STOCK


Warrant No.:_____________                               Number of Shares: ______
Date of Issuance: April 16, 2002

        SSP SOLUTIONS, INC., a Delaware corporation (the "Company"), hereby
certifies that, for $10.00 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, ____________________,
the registered holder hereof or its permitted assigns, is entitled, subject to
the terms set forth below, to purchase from the Company upon surrender of this
Warrant, at any time or times on or after the date hereof, but not after 11:59
P.M. Eastern Standard Time on the Expiration Date (as defined herein),
____________________ (______) fully paid nonassessable shares of Common Stock
(as defined herein) of the Company [30,000 SHARES FOR EACH $50,000 OF NOTE] (the
"Warrant Shares") at the Warrant Exercise Price (as defined herein); provided,
however, that, if the number of shares of Common Stock into which the Secured
Convertible Promissory Note issued to the registered holder hereof in connection
with the Agreement (as defined below) may be converted (the "Conversion Shares")
is less than the number of Warrant Shares indicated above, then the number of
Warrant Shares shall be equal to the number of Conversion Shares.

1.      PURCHASE AGREEMENT.

        This Warrant is one of the Warrants (the "Warrants") issued pursuant to
the Securities Purchase, Registration Rights and Security Agreement dated as of
April 16, 2002, among the Company and the Persons referred to therein (the
"Agreement"). Capitalized terms not defined herein shall have the same meaning
as in the Agreement.

2.      DEFINITIONS.

        The following words and terms as used in this Warrant shall have the
following meanings:

        (a) "Business Day" means any day other than a Saturday, Sunday or other
day on which the Principal Market is authorized or required to be closed to
trading.

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        (b) "Closing Sale Price" means, for any security as of any date, the
last closing trade price for such security on the Principal Market as reported
by Bloomberg Financial Markets ("Bloomberg"), or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price at 4:00 p.m., New York City Time (or such other
time as the Principal Market publicly announces is the official close of
trading), as reported by Bloomberg, or, if the foregoing do not apply, the last
closing trade price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no
closing trade price is reported for such security by Bloomberg, the last closing
ask price for such security as reported by Bloomberg, or, if no last closing ask
price is reported for such security by Bloomberg, the average of the highest bid
price and the lowest ask price of any market makers for such security as
reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Sale Price cannot be calculated for that security on that date on any of
the foregoing bases, the Closing Sale Price of such security on such date shall
be the fair market value as mutually determined by the Company, the
Representative of the Investors and the holders of Warrants representing at
least two-thirds (2/3) of the shares of Common Stock issuable upon the exercise
of the Warrants then outstanding. If the Company and the holders of the Warrants
are unable to agree upon the fair market value of the Common Stock, then the
Company shall immediately submit via facsimile the disputed determination of the
fair market value to an independent, reputable investment banking firm. The
Company shall cause the investment banking firm to perform the determinations or
calculations and notify the Company and the holder of the results no later than
48 hours from the time it receives the disputed determinations or calculations.
The investment banking firm's determination or calculation, as the case may be,
shall be deemed conclusive absent manifest error.

        (c) "Common Stock" means (i) the Company's common stock, par value $0.01
per share, and (ii) any capital stock into which the Common Stock has been
changed or any capital stock resulting from a reclassification of the Common
Stock.

        (d) "Convertible Securities" means any stock or securities (other than
Options) directly or indirectly convertible into or exchangeable or exercisable
for Common Stock.

        (e) "Expiration Date" means the date three years from the date of this
Warrant or, if such date does not fall on a Business Day or on a day on which
trading takes place on the principal exchange or automated quotation system on
which the Common Stock is traded, then the next Business Day.

        (f) "Other Securities" means (i) shares of Common Stock issued upon
exercise of warrants of the Company issued prior to, and outstanding on, the
date of issuance of this Warrant and (ii) the shares of Common Stock issued upon
conversion of the Notes.

        (g) "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

        (h) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

                                      -2-
<PAGE>

        (i) "Principal Market" means The Nasdaq National Market, or, if the
Common Stock is not traded on The Nasdaq National Market, then the principal
securities exchange or trading market for the Common Stock.

        (j)    "Securities Act" means the Securities Act of 1933, as amended.

        (k) "Subscription Form" means the Subscription Form attached hereto and
incorporated herein as Exhibit A.

        (l) "Warrant" means this Warrant and all Warrants issued in exchange,
transfer or replacement of this Warrant.

        (m) "Warrant Exercise Price" shall be $1.30 per share, subject to
adjustment as hereinafter provided.

3.      EXERCISE OF WARRANT.

        3.1 EXERCISE; DELIVERY OF CERTIFICATES. This Warrant may be exercised,
at the option of the holder, at any time and from time to time (a) after
effectiveness of the Registration Statement and (b) prior to the end of business
on the Expiration Date, for all or any part of the Warrant Shares. This Warrant
may be exercised by delivering the payment of the Warrant Exercise Price for the
number of Warrant Shares being purchased and concurrently surrendering this
Warrant to the Company at its principal office (the "Designated Office"),
together with the Subscription Form attached hereto duly completed and signed.
The Warrant Shares purchased under this Warrant shall be and are deemed to be
issued to the holder as the record owner of those shares as of the close of
business on the date on which this Warrant was surrendered and payment made
therefor. Certificates for Warrant Shares so purchased shall be delivered to the
holder within three Business Days after this Warrant has been exercised, and, in
case of a purchase of less than all of the Warrant Shares purchasable upon
exercise of this Warrant, the Company shall cancel this Warrant and, within
three Business Days, shall execute and deliver to the holder a new Warrant of
like tenor for the balance of the Warrant Shares. Each stock certificate so
delivered shall be registered in the name of the holder or, subject to
compliance with applicable laws, such other name as shall be designated by the
holder.

        3.2 PAYMENT OF WARRANT PRICE. Payment of the Warrant Exercise Price may
be made, at the option of the holder (i) by certified or official bank check,
(ii) by wire transfer, or (iii) by "Cashless Exercise" as described in Section
3.4.

        3.3 NO FRACTIONAL SHARES. No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant, but rather the number of shares of
Common Stock issued upon exercise of this Warrant shall be rounded up or down to
the nearest whole number.

        3.4 CASHLESS EXERCISE. Notwithstanding anything contained herein to the
contrary, the holder of this Warrant may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the "net number" of shares of Common Stock determined according to the
following formula (a "Cashless Exercise"):

                                      -3-
<PAGE>

        Net Number = (A x B) - (A x C)
                     -----------------
                             B

               For purposes of the foregoing formula:

                      A = the total number of shares with respect to which this
                      Warrant is then being exercised.

                      B = the Closing Sale Price of the Common Stock on the date
                      immediately preceding the date of the subscription notice.

                      C = the Warrant Exercise Price then in effect for the
                      applicable Warrant Shares at the time of such exercise.

        3.5     EXERCISE RESTRICTIONS.

                3.5.1 BENEFICIAL OWNERSHIP LIMITATION. Notwithstanding anything
        herein to the contrary, the holder may not exercise, and the Company may
        not cause the holder to exercise, this Warrant to the extent such
        exercise would result in the holder, together with any affiliate
        thereof, beneficially owning (as determined in accordance with Section
        13(d) of the Exchange Act and the rules promulgated thereunder) in
        excess of 4.999% of the then issued and outstanding shares of Common
        Stock, including shares issuable upon conversion or exercise of this
        Warrant or any other instrument of the Company (including the Note which
        accompanied this Warrant) held by the holder after application of this
        Section 3.5. Since the holder will not be obligated to report to the
        Company the number of shares of Common Stock it may hold at the time of
        an exercise hereunder, unless the exercise at issue would result in the
        issuance of shares of Common Stock in excess of 4.999% of the then
        outstanding shares of Common Stock without regard to any other shares
        which may be beneficially owned by the holder or an affiliate thereof,
        the holder shall have the authority and obligation to determine whether
        the restriction contained in this Section 3.5 will limit any particular
        exercise hereunder and to the extent that the holder determines that the
        limitation contained in this Section 3.5 applies, the determination of
        the amount of this Warrant is exercisable shall be the responsibility
        and obligation of the holder. If the holder has delivered a Subscription
        Form that, without regard to any other shares that the holder or its
        affiliates may beneficially own, would result in the issuance in excess
        of the permitted amount hereunder, the Company shall notify the holder
        of this fact and shall honor the exercise for the maximum amount
        permitted to be exercised on the exercise date in accordance with this
        Section 3.5. If this Warrant was not surrendered on the exercise date,
        the Company shall provide the holder written notice of the amount
        actually exercised. If the holder surrendered this Warrant on the
        exercise date, the Company shall, at the option of the holder, either
        retain any portion of the Warrant Exercise Price tendered for exercise
        in excess of the permitted amount hereunder for future exercises or
        return such excess portion of the Warrant Exercise Price to the holder.
        The provisions of this Section 3.5 may be waived by the holder (but only
        as to itself and not to any other holder of a Note or Warrant) in whole
        or in part (x) upon not

                                      -4-
<PAGE>

        less than 61 days prior notice to the Company and (y) immediately upon
        written notice to the Company in the event of the occurrence or notice
        of an intended or pending Change of Control. Other holders of Notes and
        Warrants shall be unaffected by any such waiver. For purposes of this
        Section 3.5, "Change of Control" means (i) the consolidation, merger or
        other business combination of the Company with or into another Person
        (other than (A) a consolidation, merger or other business combination in
        which holders of the Company's voting power immediately prior to the
        transaction continue after the transaction to hold, directly or
        indirectly, the voting power of the surviving entity or entities
        necessary to elect a majority of the members of the board of directors
        (or their equivalent if other than a corporation) of such entity or
        entities, or (B) pursuant to a migratory merger effected solely for the
        purpose of changing the jurisdiction of incorporation of the Company),
        (ii) the sale or transfer of all or substantially all of the Company's
        assets, (iii) a purchase, tender or exchange offer made to and accepted
        by the holders of more than 50% of the outstanding shares of Common
        Stock, or (iv) the execution by the Company of an agreement to which the
        Company is a party or by which it is bound providing for any of the
        events set forth in (i), (ii) or (iii) above.

                3.5.2 LIMITATION ON NUMBER OF SHARES ISSUABLE. Notwithstanding
        anything herein to the contrary, unless the requisite stockholder vote
        has been obtained, the Company shall not be required to issue to the
        holder, upon conversion of the Notes and exercise of the Warrants, in
        excess of, as of the Closing Date, 19.9999% shares of Common Stock
        multiplied by a fraction, the numerator of which is the original
        principal amount of the holder's Note and the denominator of which is
        the aggregate original principal amount of all the Notes at a price
        below the market price of the Common Stock on such date (the "Maximum
        Aggregate Share Amount"), unless the Company first obtains stockholder
        approval permitting such issuances in accordance with Nasdaq rules. If
        the number of shares of Common Stock which would, notwithstanding the
        limitation set forth herein, be issuable and sold to the holder equals
        or exceeds the Maximum Aggregate Share Amount, then, at any time
        thereafter, from time to time, at the sole election of the holder, in
        whole or in part, the Company shall honor the exercise of this Warrant
        by the holder at the lowest possible exercise price (but not below the
        Warrant Exercise Price) which would permit such exercise without
        violating Nasdaq Rule 4350(i).

4.      COVENANTS AS TO COMMON STOCK.

        The Company hereby covenants and agrees as follows:

        (a) This Warrant is, and any Warrants issued in substitution for or
replacement of this Warrant will upon issuance be, duly authorized and validly
issued.

        (b) All Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issue thereof.

        (c) During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the exercise of the rights then

                                      -5-
<PAGE>

represented by this Warrant and the par value of said shares will at all times
be less than or equal to the applicable Warrant Exercise Price.

        (d) The Company shall promptly secure the listing of the shares of
Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable upon the exercise of this Warrant; and the Company shall
so list on each national securities exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company issuable upon the exercise of this Warrant if and so long
as any shares of the same class shall be listed on such national securities
exchange or automated quotation system.

        (e) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant.

        (f) This Warrant will be binding upon any entity succeeding to the
Company by merger, consolidation or acquisition of all or substantially all of
the Company's assets.

5.      TAXES.

        The Company shall pay any and all taxes which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant.

6.      WARRANT HOLDER NOT DEEMED A STOCKHOLDER.

        Except as otherwise specifically provided herein, no holder, as such, of
this Warrant shall be entitled to vote or receive dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the holder of this Warrant of the Warrant
Shares which it is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on such holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other information given to

                                      -6-
<PAGE>

the stockholders of the Company generally, contemporaneously with the giving
thereof to the stockholders.

7.      REPRESENTATIONS OF HOLDER.

        The holder of this Warrant, by the acceptance hereof, represents that it
is acquiring this Warrant and the Warrant Shares for its own account and not
with a view towards, or for resale in connection with, the public sale or
distribution of this Warrant or the Warrant Shares, except pursuant to sales
registered or exempted under the Securities Act. The holder of this Warrant
further represents, by acceptance hereof, that, as of this date, the holder is
an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation
D promulgated by the Securities and Exchange Commission under the Securities
Act. Upon exercise of this Warrant, the holder shall, if requested by the
Company, confirm in writing, in a form satisfactory to the Company,
representations concerning the Warrant Shares in substantially the form of the
first sentence of this Section 7.

8.      OWNERSHIP AND TRANSFER.

        (a) The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant, in which the Company shall record
the name and address of the person in whose name this Warrant has been issued,
as well as the name and address of each transferee. The Company may treat the
person in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of
this Warrant.

        (b) This Warrant and the rights granted hereunder shall be assignable by
the holder hereof without the consent of the Company.

        (c) The Company is obligated to register the Warrant Shares for resale
under the Securities Act pursuant to the Agreement and the initial holder of
this Warrant (and certain assignees thereof) is entitled to the registration
rights in respect of the Warrant Shares as set forth in the Agreement.

9.      ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES.

        The Warrant Exercise Price and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be adjusted from time to time as
follows:

        9.1 ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. If and whenever on or after the date of issuance of
this Warrant, but prior to April 16, 2003, the Company issues or sells, or is
deemed to have issued or sold, any shares of Common Stock (including the
issuance or sale of shares of Common Stock owned or held by or for the account
of the Company, but excluding shares of Common Stock issued or deemed to have
been issued by the Company upon exercise or conversion of the Other Securities)
for a consideration per share less than a price (the "Applicable Price") equal
to the Warrant Exercise Price in effect immediately prior to such issuance or
sale, then immediately after such issue or sale the Warrant Exercise Price then
in effect shall be reduced to an amount equal to such

                                      -7-
<PAGE>

consideration per share. Upon each such adjustment of the Warrant Exercise Price
pursuant to the immediately preceding sentence, the number of shares of Common
Stock acquirable upon exercise of this Warrant shall be adjusted to the number
of shares determined by multiplying the Warrant Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately prior to such adjustment
and dividing the product thereof by the Warrant Exercise Price resulting from
such adjustment.

        9.2 EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Warrant Exercise Price under Section 9.1, the following
shall be applicable:

                9.2.1 Issuance of Options. If the Company in any manner grants
        any Options and the lowest price per share for which one share of Common
        Stock is issuable upon the exercise of any such Option or upon
        conversion, exchange or exercise of any Convertible Securities issuable
        upon exercise of any such Option is less than the Applicable Price, then
        such share of Common Stock shall be deemed to be outstanding and to have
        been issued and sold by the Company at the time of the granting or sale
        of such Option for such price per share. For purposes of this Section
        9.2.1, the "lowest price per share for which one share of Common Stock
        is issuable upon exercise of such Options or upon conversion, exchange
        or exercise of such Convertible Securities" shall be equal to the sum of
        the lowest amounts of consideration (if any) received or receivable by
        the Company with respect to any one share of Common Stock upon the
        granting or sale of the Option, upon exercise of the Option and upon
        conversion, exchange or exercise of any Convertible Security issuable
        upon exercise of such Option. No further adjustment of the Warrant
        Exercise Price shall be made upon the actual issuance of such Common
        Stock or of such Convertible Securities upon the exercise of such
        Options or upon the actual issuance of such Common Stock upon
        conversion, exchange or exercise of such Convertible Securities.

                9.2.2 Issuance of Convertible Securities. If the Company in any
        manner issues or sells any Convertible Securities and the lowest price
        per share for which one share of Common Stock is issuable upon such
        conversion, exchange or exercise thereof is less than the Applicable
        Price, then such share of Common Stock shall be deemed to be outstanding
        and to have been issued and sold by the Company at the time of the
        issuance or sale of such Convertible Securities for such price per
        share. For the purposes of this Section 9.2.2, the "lowest price per
        share for which one share of Common Stock is issuable upon such
        conversion, exchange or exercise" shall be equal to the sum of the
        lowest amounts of consideration (if any) received or receivable by the
        Company with respect to one share of Common Stock upon the issuance or
        sale of the Convertible Security and upon conversion, exchange or
        exercise of such Convertible Security. No further adjustment of the
        Warrant Exercise Price shall be made upon the actual issuance of such
        Common Stock upon conversion or exchange of such Convertible Securities,
        and if any such issue or sale of such Convertible Securities is made
        upon exercise of any Options for which adjustment of the Warrant
        Exercise Price had been or are to be made pursuant to other provisions
        of this Section 9.2, no further adjustment of the Warrant Exercise Price
        shall be made by reason of such issue or sale.

                                      -8-
<PAGE>

                9.2.3 Change in Option Price or Rate of Conversion. If the
        purchase price provided for in any Options, the additional
        consideration, if any, payable upon the issue, conversion or exchange of
        any Convertible Securities, or the rate at which any Convertible
        Securities are convertible into or exchangeable for Common Stock changes
        at any time, the Warrant Exercise Price in effect at the time of such
        change shall be adjusted to the Warrant Exercise Price which would have
        been in effect at such time had such Options or Convertible Securities
        provided for such changed purchase price, additional consideration or
        changed conversion rate, as the case may be, at the time initially
        granted, issued or sold and the number of shares of Common Stock
        acquirable hereunder shall be correspondingly readjusted. For purposes
        of this Section 9.2.3, if the terms of any Option or Convertible
        Security that was outstanding as of the date of issuance of this Warrant
        are changed in the manner described in the immediately preceding
        sentence, then such Option or Convertible Security and the Common Stock
        deemed issuable upon exercise, conversion or exchange thereof shall be
        deemed to have been issued as of the date of such change. No adjustment
        shall be made if such adjustment would result in an increase of the
        Warrant Exercise Price then in effect.

        9.3 EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Warrant Exercise Price under Sections 9.2 and 9.3, the
following shall be applicable:

                9.3.1 Calculation of Consideration Received. In case any Option
        is issued in connection with the issue or sale of other securities of
        the Company, together comprising one integrated transaction in which no
        specific consideration is allocated to such Options by the parties
        thereto, the Options will be deemed to have been issued for a
        consideration of $.01. If any Common Stock, Options or Convertible
        Securities are issued or sold or deemed to have been issued or sold for
        cash, the consideration received therefor will be deemed to be the net
        amount received by the Company therefor. If any Common Stock, Options or
        Convertible Securities are issued or sold for a consideration other than
        cash, the amount of such consideration received by the Company will be
        the fair value of such consideration, except where such consideration
        consists of marketable securities, in which case the amount of
        consideration received by the Company will be the Closing Sale Price of
        such securities on the date of receipt of such securities. If any Common
        Stock, Options or Convertible Securities are issued to the owners of the
        non-surviving entity in connection with any merger in which the Company
        is the surviving entity, the amount of consideration therefor will be
        deemed to be the fair value of such portion of the net assets and
        business of the non-surviving entity as is attributable to such Common
        Stock, Options or Convertible Securities, as the case may be. The fair
        value of any consideration other than cash or securities will be
        determined jointly by the Company and the holders of Warrants
        representing at least two-thirds of the shares of Common Stock
        obtainable upon exercise of the Warrants then outstanding. If such
        parties are unable to reach agreement within ten days after the
        occurrence of an event requiring valuation (the "Valuation Event"), the
        fair value of such consideration will be determined within five Business
        Days after the tenth day following the Valuation Event by an
        independent, reputable appraiser jointly selected by the Company and the
        holders of Warrants representing at least two-thirds of the shares of
        Common Stock obtainable upon exercise of the Warrants then outstanding.
        The determination of such appraiser shall be final and

                                      -9-
<PAGE>

        binding upon all parties absent error and the fees and expenses of such
        appraiser shall be borne by the Company.

                9.3.2 Record Date. If the Company takes a record of the holders
        of Common Stock for the purpose of entitling them (a) to receive a
        dividend or other distribution payable in Common Stock, Options or in
        Convertible Securities or (b) to subscribe for or purchase Common Stock,
        Options or Convertible Securities, then such record date will be deemed
        to be the date of the issue or sale of the shares of Common Stock deemed
        to have been issued or sold upon the declaration of such dividend or the
        making of such other distribution or the date of the granting of such
        right of subscription or purchase, as the case may be.

        9.4 ADJUSTMENT OF WARRANT EXERCISE PRICE UPON SUBDIVISION OR COMBINATION
OF COMMON STOCK. If the Company at any time after the date of issuance of this
Warrant subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Warrant Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced and the number of shares of
Common Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the
Warrant Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock obtainable
upon exercise of this Warrant will be proportionately decreased. Any adjustment
under this Section 9.4 shall become effective at the close of business on the
date the subdivision or combination becomes effective.

        9.5 DISTRIBUTION OF ASSETS. If the Company declares or makes any
dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a "Distribution"), at any time
after the issuance of this Warrant, then, in each such case:

        (a) the Warrant Exercise Price in effect immediately prior to the close
of business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Warrant Exercise Price by a fraction of which (A) the numerator shall be the
Closing Sale Price of the Common Stock on the trading day immediately preceding
such record date minus the value of the Distribution (as determined in good
faith by the Company's Board of Directors) applicable to one share of Common
Stock, and (B) the denominator shall be the Closing Sale Price of the Common
Stock on the trading day immediately preceding such record date; and

        (b) either (A) the number of Warrant Shares obtainable upon exercise of
this Warrant shall be increased to a number of shares equal to the number of
shares of Common Stock obtainable immediately prior to the close of business on
the record date fixed for the determination of holders of Common Stock entitled
to receive the Distribution multiplied by the

                                      -10-
<PAGE>

reciprocal of the fraction set forth in the immediately preceding clause (a), or
(B) if the Distribution is of common stock of a company whose common stock is
traded on a national securities exchange or a national automated quotation
system, then the holder of this Warrant shall receive an additional warrant to
purchase Common Stock, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the amount of the
assets that would have been payable to the holder of this Warrant pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the terms of the immediately preceding clause (a).

        9.6 CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this Section 9 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Warrant Exercise
Price and the number of shares of Common Stock obtainable upon exercise of this
Warrant so as to protect the rights of the holders of the Warrants; provided
that no such adjustment will increase the Warrant Exercise Price or decrease the
number of shares of Common Stock obtainable as otherwise determined pursuant to
this Section 9.

        9.7    NOTICES.

        (a) Immediately upon any adjustment of the Warrant Exercise Price, the
Company will give written notice thereof to the holder of this Warrant, setting
forth in reasonable detail, and certifying, the calculation of such adjustment.

        (b) The Company will give written notice to the holder of this Warrant
at least 20 days prior to the date on which the Company closes its books or
takes a record (A) with respect to any dividend or distribution upon the Common
Stock, (B) with respect to any pro rata subscription offer to holders of Common
Stock or (C) for determining rights to vote with respect to any Organic Change
(as defined below), dissolution or liquidation, provided that such information
shall be made known to the public prior to or in conjunction with such notice
being provided to such holder.

        (c) The Company will also give written notice to the holder of this
Warrant at least 20 days prior to the date on which any Organic Change,
dissolution or liquidation will take place, provided that such information shall
be made known to the public prior to or in conjunction with such notice being
provided to such holder.

        10. PURCHASE RIGHTS; REORGANIZATION, RECLASSIFICATION, CONSOLIDATION,
MERGER OR SALE.

        (a) In addition to any adjustments pursuant to Section 9, if at any time
the Company grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of Common Stock (the "Purchase Rights"), then the
holder of this Warrant will be entitled to acquire, upon the terms applicable to
the Purchase Rights, the aggregate Purchase Rights which the holder could have
acquired if the holder had held the number of shares of Common Stock acquirable
upon

                                      -11-
<PAGE>

complete exercise of this Warrant immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of the Purchase Rights.

        (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "Organic Change." Prior to
the consummation of any (i) sale of all or substantially all of the Company's
assets to an acquiring Person or (ii) other Organic Change following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing the assets or the successor resulting from the Organic Change (in
each case, the "Acquiring Entity") written agreement (in form and substance
satisfactory to the Representative of the Investors and to the holders of
Warrants representing at least two-thirds of the shares of Common Stock
obtainable upon exercise of the Warrants then outstanding, whose approval shall
not unreasonably be withheld) to deliver to each holder of Warrants in exchange
for the Warrants, a security of the Acquiring Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant and
satisfactory to the holders of the Warrants (including, an adjusted warrant
exercise price equal to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and exercisable for a corresponding number
of shares of Common Stock acquirable and receivable upon exercise of the
Warrants (without regard to any limitations on exercises), if the value so
reflected is less than the Warrant Exercise Price in effect immediately prior to
such consolidation, merger or sale). Prior to the consummation of any other
Organic Change, the Company shall make appropriate provision (in form and
substance satisfactory to the holders of Warrants representing at least
two-thirds of the shares of Common Stock obtainable upon exercise of the
Warrants then outstanding) to insure that each of the holders of the Warrants
will thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the shares of Common Stock immediately theretofore
acquirable and receivable upon the exercise of the holder's Warrants (without
regard to any limitations on exercises), such shares of stock, securities or
assets that would have been issued or payable in such Organic Change with
respect to or in exchange for the number of shares of Common Stock which would
have been acquirable and receivable upon the exercise of the holder's Warrant as
of the date of the Organic Change (without taking into account any limitations
or restrictions on the exercisability of this Warrant).

11.     LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.

        If this Warrant is lost, stolen, mutilated or destroyed, the Company
shall promptly, on receipt of an indemnification undertaking (or in the case of
a mutilated Warrant, the Warrant), issue a new warrant of like denomination and
tenor as the Warrant so lost, stolen, mutilated or destroyed.

12.     NOTICE.

        Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Warrant must be in writing and
will be deemed to have been

                                      -12-
<PAGE>

delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:

               If to the Company:

                      SSP Solutions, Inc.
                      17861 Cartwright Road
                      Irvine, California 92614
                      Telephone: 949-851-1085
                      Facsimile: 949-851-8679
                      Attention: President

               With copy to:

                      Rutan & Tucker, LLP
                      611 Anton Boulevard, Fourteenth Floor
                      Costa Mesa, California 92626-1998
                      Telephone: 714-641-5100
                      Facsimile: 714-546-9035
                      Attention: Gregg Amber, Esq.

        If to a holder of this Warrant, to it at the address and facsimile
number set forth on Exhibit A to the Agreement, with copies to the holder's
representatives as set forth on Exhibit A to the Agreement, or at such other
address and facsimile as is delivered to the Company upon the issuance or
transfer of this Warrant. Each party shall provide five days' prior written
notice to the other party of any change in address or facsimile number. Written
confirmation of receipt (A) given by the recipient of the notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender's facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of the transmission or (C) provided by a
nationally recognized overnight delivery service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

13.     AMENDMENTS.

        This Warrant and any term hereof may be changed, waived, discharged, or
terminated only by an instrument in writing signed by the party or holder hereof
against which enforcement of such change, waiver, discharge or termination is
sought.

14.     DATE.

        The date of this Warrant is April 16, 2002 (the "Warrant Date"). This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall

                                      -13-
<PAGE>

continue in full force and effect after such date as to any Warrant Shares or
other securities issued upon the exercise of this Warrant.

15.     AMENDMENT AND WAIVER.

        Except as otherwise provided herein, the provisions of the Warrants may
be amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Representative of the Investors and the
holders of Warrants representing at least two-thirds of the shares of Common
Stock obtainable upon exercise of the Warrants then outstanding; provided that
no such action may increase the Warrant Exercise Price of the Warrants or
decrease the number of shares or class of stock obtainable upon exercise of any
Warrants without the written consent of the holder of the Warrant.

16.     SECTION DESCRIPTIVE HEADINGS; GOVERNING LAW.

        The descriptive headings of the several sections and paragraphs of this
Warrant are inserted for convenience only and do not constitute a part of this
Warrant. The corporate laws of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by the internal laws of the State of
California, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of California. In any action, dispute, litigation or other proceeding
concerning this Warrant (including arbitration), exclusive jurisdiction shall be
with the courts of California, with the County of Orange being the sole venue
for the bringing of the action or proceeding.

17.     COSTS.

        The Company agrees to pay to the holder of this Warrant upon demand all
reasonable costs and expenses incurred (including, without limitation reasonable
fees and expenses of counsel) in connection with (i) the enforcement of the
terms of or protection of the holder's rights under this Warrant, (ii) any
waiver requested by the Company of any of the holder's rights under this Warrant
and (iii) any proposed amendment, modification or restructuring of this Warrant.

18.     WAIVER OF JURY TRIAL.

        BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, AND
UNDERSTANDING THEY ARE WAIVING A CONSTITUTIONAL RIGHT, THE PARTIES HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR

                                      -14-
<PAGE>

PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO, THIS
WARRANT, THE AGREEMENT AND/OR ANY RELATED AGREEMENT OR THE TRANSACTIONS
COMPLETED HEREBY OR THEREBY.

                            [SIGNATURE PAGE FOLLOWS]

                                      -15-
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as
of the 16th day of April, 2002.

                                        SSP SOLUTIONS, INC.


                                        By:
                                            ------------------------------------
                                            Richard M. Depew, President


                                        By:
                                            ------------------------------------
                                            Thomas E. Schiff,
                                            Chief Financial Officer

                                      -16-
<PAGE>

                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                               SSP SOLUTIONS, INC.

        The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("Warrant Shares") of SSP
Solutions, Inc., a Delaware corporation (the "Company"), evidenced by the
attached Warrant (the "Warrant"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

        1. FORM OF WARRANT EXERCISE PRICE. The holder intends that payment of
the Warrant Exercise Price shall be made as:

           ____________  "Cash Exercise" with respect to _________________
                         Warrant Shares; and/or

           ____________  "Cashless Exercise" with respect to _________________
                         Warrant Shares (to the extent permitted by the terms of
                         the Warrant).

        2. PAYMENT OF WARRANT EXERCISE PRICE. If the holder has elected a Cash
Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the sum of $___________________ to the Company in
accordance with the terms of the Warrant.

        3. DELIVERY OF WARRANT SHARES. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

        Date: _______________ __, ______


                                        ----------------------------------------
                                        Name of Registered Holder


                                        By:
                                            ------------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                               ---------------------------------

                                      -17-
<PAGE>

                                 ACKNOWLEDGMENT

        The Company hereby acknowledges this Subscription Form and hereby
directs [TRANSFER AGENT] to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated __________, 200__
from the Company and acknowledged and agreed to by [TRANSFER AGENT].

                                        SSP SOLUTIONS, INC.


                                        By:
                                            ------------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                               ---------------------------------

                                      -18-
<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


        FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of SSP Solutions, Inc., a Delaware
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _________, 200_                 ----------------------------------------


                                        By:
                                            ------------------------------------
                                            Its:
                                                 -------------------------------

                                      -19-