QuickLinks
 -- Click here to rapidly navigate through this document

 
 

EXHIBIT 4.13    
  


PERSONAL & CONFIDENTIAL  



	April 2, 2002	 	VIA FAX (949) 851-8588
	 	 	VIA EMAIL marvin.winkler@sspsolutions.com





Marvin
Winkler

SSP Solutions, Inc.

17861 Cartwright Road

Irvine, CA 92614 


Dear
Marvin: 


        It
is my understanding that SSP SOLUTIONS, INC. (SSPX) is interested in engaging AMG Financing Capital Inc. (AMG)to help find financing sources that will finance SSPX's
growth, to wit: 



	1.
	Additional
working capital



	2.
	Acquisition
financing



	3.
	Purchase
order financing



	4.
	Setting
up SSPX as an acquisition platform 




        It
is AMG's opinion that suitable financings can be arranged and is highly confident it can do so. 


	A.
	FEE
SCHEDULE 



In
consideration for the services performed and to be performed by AMG, SSPX agrees to pay AMG: 


	1.
	ENGAGEMENT
FEE. 



Choices: 


	a.
	SSPX
will pay AMG an engagement fee of $30,000, paid upon the execution of this document.



	b.
	SSPX
will pay AMG an engagement fee of $10,000 upon the execution of this document, $15,000 30 days later, and $15,000 30 days after that.



	c.
	SSPX
Kill pay AMG an engagement fee of $10,000 upon execution of this document plus 7,500 fully registered and salable shares, and $10,000 in 30 days from the execution of this
document.



	d.
	$5000
upon execution of this document, plus 12,500 shares from Marvin Winkler, plus $10,000 30 days after the execution of this letter. [The
parties indicated by initial, their selection of choice (d).]





	2.
	SUCCESS
FEE. SSPX, upon receipt of a financing, will pay AMG a finders (success) fee equal to the greater of $60,000 or 6% of the first million dollars; plus 5% of the second million
dollars; plus 4% of the third million dollars; 3% of the fourth million dollars; 2% of all ensuing million dollars. The engagement fee is to be deducted from the success fee. 




Should
SSPX obtain additional financing from the same source within 36 months of the date of the initial funding of this financing, AMG shall receive 4% of the gross amount of the new
financing. 






	B.
	NON-EXCLUSIVE
RIGHTS 



In
retaining the services of AMG, SSPX grants to AMG the non-exclusive right to act on its behalf for a period of 120 days, to find and help arrange a suitable financing and one
SSPX accepts. "Suitable financing" is defined as the financing accepted by SSPX. 


AMG
agrees to use its best efforts to find and introduce SSPX to appropriate funding sources in the various categories enumerated above. However, AMG does not guarantee that a firm commitment or a
suitable financing will take place. 


If
a funding source is introduced to the company during this non-exclusive period (120 days), and a funding takes place within 24 months after the non-exclusive
period expires, AMG is to be paid the finders (success) fee as described on page two (2) of this document. 



	C.
	DISPUTES




In
the unlikely event of a dispute under this agreement, the dispute shall be arbitrated by the American Arbitration Association at its Los Angeles office, with three arbitrators—one
selected by AMG, one selected by SSPX, and one selected by the first two arbitrators. The prevailing party shall receive reasonable attorney fees and costs. 



The
parties agree that the law of the State of California shall have jurisdiction over any dispute. 



	D.
	EXPENSES




All
accounting appraisal, insurance, legal fees, etc., in connection with this financing a SSPX's responsibility. All necessary out-of-pocket expenses which are incurred by AMG
on the company's behalf
shall be reimbursed by SSPX immediately upon presentation statement or invoice. No expense will be incurred without prior consultation and without SSPX's approval. 



	E.
	INSTRUCTIONS
TO FINANCING SOURCE 



This
agreement and acknowledgment are sufficient authorization to any financing source or escrow to pay the finders (success) fee to AMG directly out of the availability of this funding. 


SSPX
agrees that the payment of the finder (success) fee to AMG as described on page of this document, is an irrevocable and mandatory condition precedent to the making of any financing availability
to SSPX. 


SSPX
agrees that this letter instructs any source providing the availability for it, as a result of AMG's efforts, to pay AMG the fee due under this agreement at the time that the availability is made
available to SSPX. 



	F.
	COMMENCEMENT
OF SERVICES 



AMG
will commence to introduce SSPX to financing sources immediately upon receipt this executed document and the payment of the engagement fee. 



	G.
	EXPIRATION




This
letter expires on April 16,2002 unless extended by mutual agreement. 




Sincerely
yours, 


AMG
Financing Capital Inc. 


/s/
ARTHUR M. GILBER 


Arthur
M. Gilber
 President





	G.
	AUTHORIZATION
AND ACKNOWLEDGMENT 



This
fee agreement is hereby approved and accepted by Marvin Winkler, Co-Chairman of SSPX, and is sufficient instruction to the financing source(s) to pay AMG directly out of the proceeds
of the financing/availability/funding. 



	By:	 	/s/ MARVIN WINKLER
 Marvin Winkler, Co-Chairman	 	Date:	 	4/2/02












QuickLinks



EXHIBIT 4.13