<PAGE>
                                                                   EXHIBIT 10.27



                            MASTER SERVICES AGREEMENT

                                 BETWEEN EACH OF

                            SSP SOLUTION INCORPORATED

                                       AND

                       ELECTRONIC DATA SYSTEMS CORPORATION

                                       AND

                         EDS INFORMATION SERVICES L.L.C.


                                DECEMBER 1, 2001
<PAGE>
STATEMENT OF CONFIDENTIALITY


The information set forth on the following pages contains information that is
confidential and proprietary to EDS. This information is submitted with the
express understanding that is will be held in strict confidence and will not be
disclosed, duplicated, or used, in whole or in part, for any purpose other than
this services statement of work.



            EDS is a registered mark and the EDS logo is a trademark
                    of Electronic Data Systems Corporation.

  EDS is an equal opportunity employer and values the diversity of its people.

   Copyright (C)2000 Electronic Data Systems Corporation. All rights reserved.


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<PAGE>
                                TABLE OF CONTENTS
                            MASTER SERVICES AGREEMENT
<TABLE>
<CAPTION>
                     ARTICLE I. SCOPE, TERM AND TASK ORDERS
<S>      <C>                                                                                                       <C>
1.1       SCOPE..................................................................................................     1
1.2       TERM; RENEWAL..........................................................................................     2
1.3       TASK ORDERS............................................................................................     2
1.4       ADDITIONAL SERVICES....................................................................................     3
1.5       CONFLICTS..............................................................................................     3
1.6       ADDITIONAL ITEMS OF PROPERTY...........................................................................     3
1.7       DELIVERY OF SERVICES...................................................................................     4
                                     ARTICLE II. RELATIONSHIP MANAGEMENT

2.1       EDS ACCOUNT EXECUTIVE..................................................................................     4
2.2       SSP SOLUTIONS  REPRESENTATIVE..........................................................................     4
2.3       RELIANCE ON INSTRUCTIONS...............................................................................     4

                             ARTICLE III. PERSONNEL

3.1       USE OF SUBSIDIARIES AND SUBCONTRACTORS.................................................................     4
3.2       HIRING OF EMPLOYEES....................................................................................     4

                                          ARTICLE IV. CLIENT'S ROLE

4.1       SSP SOLUTIONS' ROLE....................................................................................     5

                 ARTICLE V. WARRANTIES AND ADDITIONAL COVENANTS

5.1       WARRANTIES AND ADDITIONAL COVENANTS....................................................................     5
           (A)  PERFORMANCE......................................................................................     5
           (B)  SSP SOLUTIONS INFORMATION........................................................................     6
           (C)  VIRUSES..........................................................................................     6
           (D)  PERFORMANCE BY SSP SOLUTIONS....................................................................      6
5.2       DISCLAIMER OF WARRANTIES...............................................................................     6

                         ARTICLE VI. PROPRIETARY RIGHTS

6.1       DEFINITIONS............................................................................................     6
           (A)  EDS SOFTWARE.....................................................................................     6
           (B)  EDS-VENDOR SOFTWARE..............................................................................     6
           (C)  SSP SOLUTIONS  SOFTWARE..........................................................................     6
           (D)  SSP SOLUTIONS-VENDOR SOFTWARE....................................................................     7
           (E)  SOFTWARE.........................................................................................     7
6.2       BASIC OWNERSHIP........................................................................................     7
6.3       THIRD PARTY OWNERSHIP..................................................................................     7
           (A)  EDS-VENDOR SOFTWARE..............................................................................     7
           (B)  SSP SOLUTIONS-VENDOR SOFTWARE....................................................................     7
6.4       DELIVERABLES...........................................................................................     7
6.5       LICENSE TO SSP SOLUTIONS TECHNOLOGY....................................................................     8
6.6       FURTHER ASSURANCES.....................................................................................     8
</TABLE>

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<TABLE>
<S>      <C>                                                                                                       <C>
                      ARTICLE VI. DATA AND CONFIDENTIALITY

7.1       DATA OF SSP SOLUTIONS..................................................................................     8
7.2       SAFEGUARDING DATA......................................................................................     9
7.3       PRIVACY LAWS...........................................................................................     9
7.4       CONFIDENTIALITY........................................................................................     9
           (A)  SCOPE OF OBLIGATIONS.............................................................................     9
           (B)  EXCEPTIONS.......................................................................................    10
7.5       AUDIT RIGHTS...........................................................................................    10
           (A)  GENERAL..........................................................................................    10
           (B)  PROCEDURES.......................................................................................    10
           (C)  RESULTS..........................................................................................    11

                             ARTICLE VIII. PAYMENTS

8.1       CHANGES FOR SERVICES...................................................................................    11
8.2       OUT-OF-POCKET EXPENSES.................................................................................    11
8.3       ANNUAL ADJUSTMENTS TO CHARGES..........................................................................    11
8.4       TIME OF PAYMENT; DISPUTED AMOUNTS......................................................................    11
8.5       TAXES..................................................................................................    12
           (A)  GENERAL..........................................................................................    12
           (B)  REPORTS AND RETURNS..............................................................................    12
           (C)  MINIMIZATION OF TAXES............................................................................    12
           (D)  TAX AUDITS.......................................................................................    12

                          ARTICLE IX. DISPUTE ESCALATION, MEDIATION AND ARBITRATION

9.1       DISPUTE ESCALATION.....................................................................................    13
9.2       MEDIATION; ARBITRATION.................................................................................    14
9.3       CONTINUED PERFORMANCE;  ESCROW ACCOUNT.................................................................    14

                           ARTICLE X. TERMINATION

10.1      TERMINATION FOR CAUSES.................................................................................    15
10.2      TERMINATION FOR NONPAYMENT.............................................................................    15
10.3      TERMINATION OF DORMANT AGREEMENT.......................................................................    15
10.4      TERMINATION FOR BANKRUPTCY AND RELATED EVENTS..........................................................    15
10.5      TERMINATION FOR FAILURE TO MEET OTHER REVENUE COMMITMENTS..............................................    15
10.6      EFFECTS OF EXPIRATION OR TERMINATION...................................................................    16
           (A)  EXPIRATION OR TERMINATION OF TASK ORDER ONLY.....................................................    16
           (B)  EXPIRATION OF AGREEMENT WITH NO OUTSTANDING TASK ORDERS OR TERMINATION OF AGREEMENT..............    16
           (C)  EXPIRATION OF AGREEMENT WITH OUTSTANDING TASK ORDERS.............................................    16
           (D)  TRANSITION ASSISTANCE AT EXPIRATION OR TERMINATION OF TASK ORDER OR AGREEMENT....................    16
           (E)  CHARGES..........................................................................................    16

                                    ARTICLE XI. INDEMNITIES AND LIABILITY

11.1      INDEMNITIES............................................................................................    17
           (A)  CLAIMS RELATING TO PERSONAL INJURY AND PROPERTY DAMAGE...........................................    17
           (B)  INFRINGEMENT CLAIMS..............................................................................    17
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>      <C>                                                                                                       <C>
           (C)  CLAIMS RELATING TO INTERNET USAGE................................................................    18
           (D)  THIRD PARTY INDEMNIFICATION OF EDS...............................................................    18
           (E)  PROCEDURES.......................................................................................    19
11.2      LIABILITY..............................................................................................    19
           (A)  GENERAL LIMITATIONS..............................................................................    19
           (B)  TASK ORDER DAMAGES LIMIT.........................................................................    19
           (C)  LIMITATION ON OTHER DAMAGES......................................................................    19
           (D)  EXCEPTIONS TO LIMITATIONS........................................................................    19
           (E)  DUTY TO MITIGATION...............................................................................    20
           (F)  CONTRACTUAL STATUTE OF LIMITATIONS...............................................................    20
           (G)  ACKNOWLEDGMENT...................................................................................    20

                           ARTICLE XII. MISCELLANEOUS

12.1      RIGHT TO ENGAGE IN OTHER ACTIVITIES....................................................................    20
12.2      INDEPENDENT CONTRACTORS................................................................................    20
12.3      ENTIRE AGREEMENT;  SURVIVAL............................................................................    20
12.4      AMENDMENTS; WAIVER.....................................................................................    21
12.5      BINDING NATURE;  ASSIGNMENT............................................................................    21
12.6      EXPORT REGULATIONS.....................................................................................    21
12.7      APPROVALS AND SIMILAR ACTIONS..........................................................................    22
12.8      NOTICES................................................................................................    22
12.9      EXCUSED PERFORMANCE....................................................................................    22
12.10     PUBLIC RELATIONS AND MARKETING REFERENCES..............................................................    22
12.11     CONSTRUCTION RULES.....................................................................................    23
12.12     GOVERNING LAW..........................................................................................    23



                                                  SCHEDULES

SCHEDULE OF DEFINITIONS..........................................................................................    24
SCHEDULE 1.1 - TASK ORDER FORM...................................................................................    25
SCHEDULE 4.1 - CLIENT'S ROLE.....................................................................................    31
SCHEDULE 8.3 - ANNUAL ADJUSTMENT TO CHARGES......................................................................    32
SCHEDULE 12.8 - NOTICES..........................................................................................    34
</TABLE>

                                      iii
<PAGE>
                            MASTER SERVICES AGREEMENT


         THIS MASTER SERVICES AGREEMENT (the "Agreement"), dated as of November
__, 2001, is by and between SSP Solutions Incorporated, a Delaware corporation
("SSP Solutions"), and each of Electronic Data Systems Corporation, a Delaware
corporation, and EDS Information Services L.L.C., a Delaware limited liability
company (referred to collectively hereinafter as, "EDS"). By way of background,
EDS and SSP Solution, successor in interest to Biz Interactive Zone Inc, are
parties to a certain Alliance Agreement, dated November 8, 2000 ("Alliance
Agreement"), where SSP Solutions and EDS agrees to established a strategic
teaming relationship to create, sell, and deliver a set of secure transaction
processing offerings based upon certain target products as defined thereinunder.
This Agreement documents the terms and conditions under which SSP Solutions
agrees to purchase, and EDS agrees to provide, such information technology
services, resources and deliverables as EDS and SSP Solutions mutually agree on
from time to time and document in separate, written task orders in support of
the strategic teaming relationship defined under the Alliance Agreement. SSP
Solutions and EDS each desire to establish a mechanism for the execution of such
task orders and to agree upon certain standard provisions that will govern the
performance of the activities contemplated by each such task order. The
obligations of EDS set forth in this Agreement and in each such task order will
be performed by EDS, itself and through its direct and indirect wholly owned
subsidiaries. All references to EDS in this Agreement will be deemed to include
all such subsidiaries, and EDS and SSP Solutions may be referred to in this
Agreement individually as a "Party" and together as the "Parties". For
convenience of reference, the Schedule of Definitions attached hereto sets forth
the capitalized terms that are used in this Agreement and identifies the
sections hereof in which the definitions for such terms appear.


                     ARTICLE I. SCOPE, TERM AND TASK ORDERS

1.1      GENERAL INTENT/SCOPE.

         (a)      GENERAL. This Agreement establishes the standard provisions
                  that will apply to the services, resources and deliverables to
                  be provided by EDS to SSP Solutions in the United States as
                  mutually agreed upon from time to time by EDS and SSP
                  Solutions and confirmed in a task order substantially in the
                  form attached hereto as Schedule 1.1 (each, a "Task Order").
                  The Parties each acknowledge that the terms and conditions of
                  this Agreement may not adequately cover certain types of
                  services, resources, or deliverables contemplated to be
                  performed by EDS under any such Task Orders. In the event that
                  SSP Solutions requests and EDS agrees to perform such
                  services, the Party each agree to negotiate in good faith any
                  additional provisions as may be required for such services,
                  resources, or deliverables, on a case by case basis. The
                  services to be performed by EDS under this Agreement, as set
                  forth in each Task Order are collectively referred to herein
                  as the "Services". Each Task Order will be prepared in
                  accordance with the terms of Section 1.2 and each Task Order
                  will be numbered sequentially beginning with the number one
                  and, when executed by the Parties, will be attached hereto and
                  made a part hereof for all purposes. The Parties acknowledge
                  and agree that except for the provisions of this Agreement and
                  any Task Orders executed and delivered by the Parties in the
                  future that specifically obligate a Party to provide or
                  purchase certain services, resources or deliverables, each
                  Party reserves the right to supply or obtain any information
                  technology services or products to or from any other SSP
                  Solutions or source during the term of this Agreement.


         (b)      PREFERRED PROVIDER. During the term of this Agreement, SSP
                  Solutions will recommend EDS as its preferred provider for
                  certain EDS information technology services (such as
                  enterprise application management, transaction processing, and
                  other information technology and consulting services) as
                  identified by the Parties and developed in conjunction with
                  SSP Solutions' Target Products (as defined under the Alliance
                  Agreement) as a component of an alliance offering under the
                  Alliance Agreement in the delivery of secure transaction
                  processing services ("Alliance Offerings"). SSP Solutions
                  acknowledges and agrees that EDS may provide information
                  technology services (including the EDS Services under each
                  Work Order) for third parties at any EDS facility that EDS may
                  utilize from time to time for performing the EDS Services.
                  Subject to the restrictions on the disclosure of

                                       1
<PAGE>
                  confidential information set forth in Article 7, of the
                  Agreement, nothing in this Agreement or any Task Order will
                  impair EDS' right to acquire, license, market, distribute,
                  develop for itself or others or have others develop for EDS
                  similar technology performing the same or similar functions as
                  the technology and EDS Services contemplated by this Agreement
                  or any Task Order.

1.2      TERM; RENEWAL. Unless terminated earlier in accordance with the
         provisions of this Agreement, the term of this Agreement will commence
         on December 1, 2001 (the, "Effective Date") and will expire on December
         31, 2006 (the "Expiration Date"). Thereafter, the term of this
         Agreement may be extended by mutual written agreement of the Parties.

1.3      TASK ORDERS. All services, resources and deliverables to be provided by
         EDS to SSP Solutions will be set forth in written Task Orders. Each
         Task Order will include, at a minimum, the following:

         (a)      A reference to this Agreement, which reference will be deemed
                  to incorporate all of the provisions of this Agreement;

         (b)      The date as of which the provisions of the Task Order will be
                  effective and, if applicable, the term or period of time
                  during which the Services described therein will be provided;

         (c)      A description of the Services to be provided by EDS under the
                  Task Order (including the location at which such Services are
                  to be provided and, if applicable, the names and positions for
                  all EDS personnel to be used) and the performance criteria,
                  standards and milestones applicable to such Services;

         (d)      In the event that Services to be performed under a Task Order,
                  includes software development or system development, design,
                  configuration, adaptation, integration, implementation and/or
                  installation (i) a description of the methodology (including
                  the manner in which the functional and technical
                  specifications therefor will be designed), change order
                  procedures, testing procedures and requirements, approval
                  procedures and acceptance criteria to be used (or, if any of
                  such items cannot be determined at that time, the mechanics of
                  how such item(s) will be determined), (ii) a description of
                  the documentation to be developed, the warranties to be given
                  and the training services to be provided, (iii) a description
                  of any and all deliverables as may be expressly defined
                  thereunder, and (iv) any modification to the terms of Section
                  6.4 of this Agreement as mutually agreed upon between the
                  Parties from time to time, provided, however, that the
                  ownership of deliverables are deemed by the Parties to be (A)
                  a "work for hire" and (B) inconsistent with the terms of
                  Section 6.4 of this Agreement;

         (e)      An identification and listing of any third party hardware and
                  third party software to be acquired, a description of the
                  terms and conditions relating to the procurement thereof and a
                  determination of whether such procurement is to be done by EDS
                  or by SSP Solutions, whether through EDS or otherwise;

         (f)      An identification and listing of the EDS-Vendor Software, SSP
                  Solutions Software and SSP Solutions-Vendor Software to be
                  used in connection with the Services to be provided under the
                  Task Order;

         (g)      A description of the responsibilities of SSP Solutions
                  relating to the Task Order, including any facilities,
                  hardware, software, personnel or other support to be provided
                  to EDS;

         (h)      The amounts payable for the Services to be provided under the
                  Task Order (including, if applicable, the rate(s) for all EDS
                  personnel to be used in EDS' performance of the Services) and
                  the schedule on which such amounts will be invoiced by EDS;

         (j)      The applicable Task Order Damages Limit; and

         (k)      Any additional provisions applicable to the Services to be
                  provided under the Task Order that are required by this
                  Agreement to be addressed, are not otherwise set forth in this
                  Agreement or are exceptions to the provisions set forth in
                  this Agreement.


                                       2
<PAGE>
         No Task Order will become effective until it has been executed by an
         authorized representative of each of EDS and SSP Solutions.

1.4      ADDITIONAL SERVICES. Upon the reasonable written request of SSP
         Solutions, EDS may provide SSP Solutions with such additional services
         which are beyond the material scope, level or capacity of the Services
         described in any or all Task Orders as SSP Solutions and EDS agree in
         accordance with Section 1.4 (collectively, the "Additional Services").
         The specific request for Additional Services to be supplied by EDS to
         SSP Solutions, the compensation to be paid, the specifications (if any)
         for the Additional Services and other related matters shall be
         expressly documented either in (i) an amendment to a Task Order or (ii)
         a separate Task Order, as EDS' solely deems appropriate, as prepared
         from time to time by EDS in response to a request by SSP Solutions for
         Additional Services. Each Task Order will be prepared in accordance
         with the terms of Section 1.3, above. The Parties each acknowledge and
         agree that no billable Additional Services shall begin unless and until
         a Task Order is executed and delivered by the EDS Account Executive, as
         defined under Section 2.1 of this Agreement, and the SSP Solution
         Representative, as defined herein below.


1.5      CONFLICTS. In the event of any express conflict or inconsistency
         between the provisions of a Task Order and the provisions of this
         Agreement, the provisions of the Task Order will govern and control
         with respect to the interpretation of that Task Order; provided,
         however, that the provisions of the Task Order will be so construed to
         give effect to the applicable provisions of this Agreement to the
         fullest extent possible. Any changes or modifications made to this
         Agreement in accordance with Section 12.4 will apply to all Task
         Orders, and any changes or modifications made to any Task Order in
         accordance with Section 12.4 will apply only to that Task Order, unless
         the Parties otherwise expressly agree in writing.

1.6      ADDITIONAL ITEMS OF PROPERTY. If any additional items of property,
         whether in the form of equipment, software or otherwise, are required
         by EDS to perform the Services or otherwise to meet its obligations
         under any Task Order, whether in addition to or in replacement of any
         then existing property, EDS will inform SSP Solutions and, with SSP
         Solutions' prior written consent, will obtain such additional items and
         will provide them to SSP Solutions at SSP Solutions' expense and on
         such other terms and conditions as the Parties mutually agree. If SSP
         Solutions, on its own, decides to acquire any additional items of
         property for use in SSP Solutions' information technology environment
         at an EDS facility site, whether in addition to or in replacement of
         any then existing property, SSP Solutions will consult with, and obtain
         the consent of, EDS prior to acquiring such property. If SSP Solutions
         does not approve an acquisition proposed by EDS or does not obtain EDS'
         consent to SSP Solutions' own acquisition of property, EDS will not be
         responsible or penalized for any adverse impact on SSP Solutions, the
         Services or any applicable performance criteria, standards or
         milestones resulting therefrom, but will use commercially reasonable
         efforts to mitigate it. If EDS' responsibilities in connection with
         this Section 1.6 (such as site preparation, transportation,
         installation or maintenance) require resources in addition to those
         then being used to perform the Services, such resources will be
         provided at SSP Solutions' expense and on such other terms and
         conditions as the Parties mutually agree.

1.7      DELIVERY OF SERVICES. Notwithstanding anything to the contrary in this
         Agreement or any Task Order incorporated thereunder, EDS may, in its
         sole discretion, perform the Services or any portion thereof from any
         location determined by EDS, or relocate any Software or equipment used
         by EDS to perform the EDS Services; provided, however, that any change
         in service location made by EDS in its sole discretion shall not (i)
         materially and adversely impacts EDS' ability to perform its
         obligations hereunder, including the achievement of any applicable
         service levels, (ii) increase SSP's fees or costs (unless EDS agrees to
         reimburse SSP for such increase in SSP's fees and costs), (iii)
         materially and adversely impacts the way in which SSP conducts its
         business or operations, or (iv) materially diminishes the level of
         security as described under this Agreement or a Task Order of any
         Software or hardware equipment as so relocated.


                       ARTICLE II. RELATIONSHIP MANAGEMENT


                                       3
<PAGE>
2.1      EDS ACCOUNT EXECUTIVE. During the term of this Agreement while any Task
         Order is outstanding and subject to the terms of this Section 2.1, EDS
         will provide an individual who will be primarily dedicated to SSP
         Solutions' account and who may maintain an office at SSP Solutions
         Facilities as defined under Schedule 4.1 (the "EDS Account Executive").
         For the first twenty-four (24) months immediately following the
         Effective Date of this Agreement (provided that SSP Solutions and EDS
         have entered into a Task Order), EDS will provide a EDS Account
         Executive whose overall responsibilities will focus on (i) the delivery
         of Services described under the Task Order(s), and (ii) the support of
         an alliance offering as further described hereunder. Effective on the
         twenty-fifth (25th) month after the Effective Date of this Agreement,
         the EDS Account Executive focus will become leveraged on a part time
         basis and will focus on the delivery of Services to SSP Solutions only
         as described below. For purposes of clarification, the EDS Account
         Executive (a) will be reasonably acceptable to SSP Solutions, (b) will
         be the primary contact for SSP Solutions in dealing with EDS under this
         Agreement and any Task Order unless otherwise agreed to by the Parties,
         (c) will have overall responsibility for managing and coordinating the
         delivery of the Services including (i) invoicing of Services, (ii)
         monitoring and reporting of any defined services levels, and (iii)
         facilitating EDS internal marketing support for teaming alliance
         offerings consisting of SSP Solutions Software and EDS Services, (d)
         will meet regularly with the SSP Solutions Representative and (e) will
         have the power and authority to make decisions with respect to actions
         to be taken by EDS in the ordinary course of day-to-day management of
         SSP Solutions' account in accordance with this Agreement. The EDS
         Account Executive may designate in writing an additional EDS employee
         to be the point of contact for SSP Solutions with respect to the
         Services to be provided under a particular Task Order.

2.2      SSP SOLUTIONS REPRESENTATIVE. During the term of this Agreement, SSP
         Solutions will designate a senior level individual who will be
         authorized to act as SSP Solutions' primary contact for EDS in dealing
         with SSP Solutions under this Agreement and who will have the power and
         authority to make decisions with respect to actions to be taken by SSP
         Solutions under this Agreement (the "SSP Solutions Representative").
         The SSP Solutions Representative may designate in writing (a) an
         additional SSP Solutions employee to be the point of contact for EDS
         with respect to the Services to be provided under a particular Task
         Order and (b) a reasonable number of additional SSP Solutions employees
         to be points of contact for EDS with respect to particular matters of
         expertise relating to one or more Task Orders.

2.3      RELIANCE ON INSTRUCTIONS. In performing its obligations under this
         Agreement, EDS will be entitled to rely upon any routine instructions,
         authorizations, approvals or other information provided to EDS by the
         SSP Solutions Representative or, as to areas of competency specifically
         identified by the SSP Solutions Representative, by any other SSP
         Solutions personnel identified by the SSP Solutions Representative,
         from time to time, as having authority to provide the same on behalf of
         SSP Solutions in such person's area of competency. Unless EDS knew of
         any error, incorrectness or inaccuracy in such instructions,
         authorizations, approvals or other information, EDS will incur no
         liability or responsibility of any kind in relying on or complying with
         any such instructions, authorizations, approvals or other information.

                             ARTICLE III. PERSONNEL

3.1      USE OF SUBSIDIARIES AND SUBCONTRACTORS. The Services will be performed
         by EDS, itself and through its direct and indirect wholly-owned
         subsidiaries, including EIS. Subject to the other provisions of this
         Section 3.1, EDS may assign this Agreement to an EDS affiliates and may
         subcontract any portion of the Services to third parties, including to
         EDS affiliates. EDS will not disclose any confidential information of
         SSP Solutions to any unaffiliated subcontractor unless and until such
         subcontractor has agreed in writing to protect the confidentiality of
         such confidential information in the manner required by Section 7.4 and
         then only to the extent necessary for such subcontractor to perform
         those Services subcontracted to it. EDS will remain responsible for the
         obligations performed by any of its subsidiaries or subcontractors to
         the same extent as if such obligations were performed by EDS.

3.2      HIRING OF EMPLOYEES. During the term of this Agreement and for a period
         of 12 months thereafter, neither Party will solicit, directly or
         indirectly, for employment or employ any employee of the other Party
         who is or

                                       4
<PAGE>
         was actively involved in the performance, consumption or evaluation of
         the Services without the prior written consent of the other.
         Notwithstanding the foregoing, the Parties acknowledge and agree that
         this Agreement will not prohibit (a) any executive search or similar
         business controlled by EDS or by any of its affiliates from engaging in
         its business in the ordinary course in a manner consistent with past
         practices on behalf of SSP Solutions other than EDS or (b)
         solicitations through advertising or other publications of general
         circulation.

3.4      OTHER THIRD PARTY SUPPLIERS. At any time during the term of this
         Agreement or any Task Order, SSP Solutions may perform any or a portion
         of its performance obligations as described hereunder or thereunder by
         itself and through its other third party providers which are other than
         EDS ("Third Party Supplier") with the prior written consent of EDS,
         which shall not unreasonably be withheld. Subject to the terms of this
         Section 3.4, SSP Solutions may contract to Third Party Suppliers any
         portion of its performance obligations as approved by EDS; provided,
         however, that SSP Solutions will remain responsible for the obligations
         performed by any and all of its Third Party Suppliers as assigned to
         the same extent as if such obligations were performed by SSP Solutions.
         With respect to this Agreement and any Task Order between EDS and SSP
         Solutions, SSP Solutions will (a) flow down to its Third Party Supplier
         the terms and conditions of its performance obligations to which are
         applicable under such an assignment, (b) will require its Third Party
         Supplier to comply with and be bound by the terms and conditions of
         this Agreement or Task Order to the same extent as if the Third Party
         Supplier were a party hereto, and (c) not disclose any confidential
         information of EDS including the terms of this Agreement, to any
         unaffiliated third party unless and until such third party has agreed
         in writing to protect the confidentiality of such confidential
         information in the manner required by Sections 7.4 and then only to the
         extent necessary for such third party to perform those performance
         obligations assigned to it under separate agreement.

                         ARTICLE IV. SSP SOLUTIONS' ROLE

4.1      SSP SOLUTIONS' ROLE. During the term of this Agreement and in
         connection with EDS' performance of its obligations hereunder, SSP
         Solutions will, at its own cost and expense, have the obligations to
         EDS, and retain the responsibilities, described in Schedule 4.1 as well
         as those assigned to SSP Solutions in each Task Order. SSP Solutions
         acknowledges and agrees that EDS' ability to perform the Services in
         accordance with this Agreement is contingent upon SSP Solutions' timely
         performance of those obligations assigned to SSP Solutions hereunder
         and under each Task Order.

                 ARTICLE V. WARRANTIES AND ADDITIONAL COVENANTS

5.1      WARRANTIES AND ADDITIONAL COVENANTS

         (a)      PERFORMANCE. EDS represents and warrants that all Services
                  will be performed in a professional and workmanlike manner. In
                  all cases where EDS has not committed to a specific
                  performance standard in a Task Order, EDS will use reasonable
                  care in providing information technology services thereunder.
                  However, the price being charged by EDS for the Services does
                  not include any risk contingency or other assumption of risk,
                  beyond the cost of performance. It is understood and agreed by
                  the Parties that by performing the Services EDS is not acting
                  in the capacity or taking on the responsibility of an insurer,
                  and that it is the responsibility of SSP Solutions to obtain
                  insurance, if any, covering damages to SSP Solutions or third
                  parties. The Parties expressly acknowledge that the
                  limitations and exclusions set forth in this Section 5.1(a)
                  represent the Parties' agreement taking into account each
                  Party's level of risk associated with the performance or
                  nonperformance of its obligations under this Agreement or any
                  Task Order and the payments and other benefits to be derived
                  by each Party pursuant to the terms of this Agreement. The
                  provisions of this Section 5.1(a) will survive the expiration
                  or termination of this Agreement for any reason.

         (b)      SSP SOLUTIONS INFORMATION. SSP Solutions represents and
                  warrants that the information, data, representations, and
                  materials furnished by SSP Solutions to EDS on which EDS based
                  the description of the Services, any applicable performance
                  standards and the charges to be paid by SSP Solutions
                  therefor, as set forth in each Task Order, are current,
                  accurate and complete in all material

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<PAGE>
                  respects, and no material changes occurred up through the date
                  of execution of the Task Order.

         (c)      VIRUSES. Each Party will use commercially reasonable measures
                  to screen any software provided or made available by it to the
                  other Party under a Task Order for the purpose of avoiding the
                  introduction of any "virus" or other computer software routine
                  or hardware components which are designed (i) to permit access
                  or use by third parties to the software of the other Party not
                  authorized by this Agreement, (ii) to disable or damage
                  hardware or damage, erase or delay access to software or data
                  of the other Party or (iii) to perform any other similar
                  actions.

         (d)      PERFORMANCE BY SSP SOLUTIONS. SSP Solutions represents and
                  warrants that it and its SSP Solutions personnel will not make
                  any representations (including, but not limited to any
                  representation that it is a partner, joint venturer or
                  fiduciary of EDS), guarantees or warranties to its customers
                  (i) on behalf of EDS, or (ii) regarding the performance of
                  other characteristics of the EDS Services, beyond those
                  approved in writing by EDS or stated in this Agreement and any
                  Task Order as may be incorporated hereunder.

         (e)      PERFORMANCE BY EDS. EDS represents and warrants that it and
                  its EDS personnel will not make any representations
                  (including, but not limited to any representation that it is a
                  partner, joint venturer or fiduciary of SSP Solutions),
                  guarantees or warranties to its customers (i) on behalf of SSP
                  Solutions, or (ii) regarding the performance of other
                  characteristics of the SSP Solutions products or services,
                  beyond those approved in writing by SSP Solutions or stated in
                  this Agreement and any Task Order as may be incorporated
                  hereunder.


         5.2      DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY
                  PROVIDED IN SECTION 5.1 OR A TASK ORDER, EDS MAKES NO
                  REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING
                  ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY,
                  ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
                  RESULTS TO BE DERIVED FROM THE USE, OF ANY INFORMATION
                  TECHNOLOGY SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIALS
                  PROVIDED UNDER ANY TASK ORDER OR THAT THE OPERATION OF ANY
                  SUCH SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIALS WILL BE
                  UNINTERRUPTED OR ERROR-FREE.


                         ARTICLE VI. PROPRIETARY RIGHTS

6.1         DEFINITIONS.  For purposes of this Agreement and each Task Order:

         (a)      EDS SOFTWARE. The term "EDS Software" means any Software that
                  is owned or developed by or on behalf of EDS before the
                  Effective Date, or is acquired or developed by or on behalf of
                  EDS after the Effective Date without reference to or use of
                  the intellectual property of SSP Solutions. The EDS Software
                  that is expected, as of the date of a Task Order, to be used
                  initially by EDS in performing Services thereunder will be
                  identified as such in such Task Order.

         (b)      EDS-VENDOR SOFTWARE. The term "EDS-Vendor Software" means any
                  Software that is proprietary to any party other than EDS or
                  SSP Solutions and is licensed to EDS. The EDS-Vendor Software
                  that is expected, as of the date of a Task Order, to be used
                  initially by EDS in performing Services thereunder will be
                  identified as such in such Task Order.

         (c)      SSP SOLUTIONS SOFTWARE. The term "SSP Solutions Software"
                  means any Software that is owned or developed by or on behalf
                  of SSP Solutions before the Effective Date, or is acquired or
                  developed by or on behalf of SSP Solutions (other than by EDS)
                  after the Effective Date without reference to or use of the
                  intellectual property of EDS. The SSP Solutions Software that
                  is expected, as of the date of a Task Order, to be used
                  initially by EDS in performing Services thereunder will be
                  identified as such

                                       6
<PAGE>
                  in such Task Order.

         (d)      SSP SOLUTIONS-VENDOR SOFTWARE. The term "SSP Solutions-Vendor
                  Software" means any Software that is proprietary to any party
                  other than SSP Solutions or EDS and is licensed to SSP
                  Solutions. The SSP Solutions-Vendor Software that is expected,
                  as of the date of a Task Order, to be used initially by EDS in
                  performing Services thereunder will be identified as such in
                  such Task Order.


         (e)      SOFTWARE. The term "Software", as used in the terms that are
                  defined in this Section 6.1(e), means computer programs,
                  together with input and output formats, source and object
                  codes, program listings, data models, flow charts, outlines,
                  narrative descriptions, operating instructions and supporting
                  documentation, and includes the tangible media upon which such
                  programs and documentation are recorded, including all
                  authorized reproductions of such programs. Except as otherwise
                  expressly provided in this Agreement, Software includes any
                  corrections, enhancements, translations, modifications,
                  updates, new releases, new versions and other changes thereof
                  or thereto (collectively, "Software Changes").


6.2      BASIC OWNERSHIP. Each Party will retain all rights in any Software as
         defined under Section 6.1, ideas, concepts, know-how, development
         tools, techniques or any other proprietary material or information that
         it owned or developed prior to the date of this Agreement, or acquired
         or developed after the date of this Agreement without reference to or
         use of the intellectual property such as know-how, methodologies,
         processes, technologies, algorithms, Software, development tools,
         ideas, concepts, trade secrets, confidential information or any other
         proprietary material or information of the other Party.


6.3      THIRD PARTY OWNERSHIP.


         (a)      EDS-VENDOR SOFTWARE. All EDS-Vendor Software as defined under
                  Section 6.1(b), will be and remain the property of the
                  applicable third party vendor(s), and, as between EDS and SSP
                  Solutions, all software changes made by EDS thereto will be
                  owned by EDS. EDS will obtain all consents necessary to permit
                  EDS (and any subcontractors of EDS engaged in accordance with
                  this Agreement or any Work Order) to access the EDS-Vendor
                  Software in connection with the performance of the Services
                  and will pay all costs and expenses associated therewith.
                  During the term of this Agreement or any Work Order if
                  applicable, EDS will pay all required license, installation,
                  maintenance, and upgrade fees with respect to the EDS-Vendor
                  Software.


         (b)      SSP SOLUTIONS-VENDOR SOFTWARE. All SSP Solutions-Vendor
                  Software as defined under Section 6.1(d) and used under this
                  Agreement or any Task Order is subject to any SSP
                  Solutions-Vendor rights or restrictions, will be and remain
                  the property of the applicable third party vendor(s). The SSP
                  Solutions-Vendor Software will be made available to EDS in
                  such form and on such media as EDS may reasonably request and
                  as SSP Solutions is reasonably able to provide. Subject to the
                  terms and conditions of Schedule 4.1, SSP Solutions will
                  obtain all consents necessary to permit EDS (and any
                  subcontractors of EDS engaged in accordance with this
                  Agreement or any Task Order) to access the object-code
                  versions of the SSP Solutions-Vendor Software in connection
                  with the performance of the Services and will pay all costs
                  and expenses associated with obtaining such consents. During
                  the term of this Agreement, SSP Solutions will pay all
                  required license, installation, maintenance, and upgrade fees
                  with respect to the SSP Solutions-Vendor Software; unless
                  otherwise agreed upon by the Parties.


6.4      DELIVERABLES. Unless, specifically expressed otherwise under any Task
         Order as mutually agreed upon by the Parties pursuant to the terms of
         Section 1.3(d) and subject to any third party rights or restrictions
         and the other provisions of this Article VI, EDS will own all
         intellectual property rights in or related to all deliverables that are
         developed and delivered by EDS as expressly specified under each Task
         Order incorporated hereunder (the "Deliverables"). However, upon
         payment therefor in accordance with any such Task Order, SSP Solutions
         will own and will have the right and license to use, the copy of the
         Deliverables (including any

                                       7
<PAGE>
         Tools (as defined below) that are used in producing the Deliverables
         and become, and remain, embedded therein) provided by EDS to SSP
         Solution, as the case may be, under each Task Order pursuant to the
         terms and conditions of this Section 6.6(b). Such copy, if the
         Deliverable is Software, will be in object code form, and the related
         right and license to use will consist of SSP Solutions, being able to
         load, execute, display, copy, modify, store and otherwise use such
         object code copy. Delivery of the copy of each Deliverable under a Task
         Order (as the case may be) will occur promptly after payment by SSP
         Solution to EDS therefor in accordance with each Task Order, with EDS
         retaining the right to access and use such copy during the term of this
         Agreement and each outstanding Task Orders incorporated thereunder. The
         right and license granted to SSP Solutions, in this Section 6.4 will be
         perpetual (subject to compliance by SSP Solutions with this sentence),
         royalty-free, nontransferable, and nonexclusive and will be limited to
         SSP Solutions' internal use (not for distribution, sell, or use for
         service bureau purposes) and exploitation of such copy. The
         Deliverables, including the copy thereof to be owned by SSP Solutions
         are confidential and will be subject to Article VII. Notwithstanding
         anything to the contrary in this Agreement or any Work Order, EDS (i)
         will retain all right, title and interest in and to all know-how,
         intellectual property, methodologies, processes, technologies,
         algorithms, software or development tools used in performing the
         Services which are based on trade secrets or proprietary information of
         EDS, are developed or created by or on behalf of EDS without reference
         to or use of the intellectual property of SSP Solutions, or are
         otherwise owned or licensed by EDS (collectively, "Tools"), (ii)
         subject to the confidentiality obligations set forth in Article VII,
         will be free to use the ideas, concepts, methodologies, processes and
         know-how which are developed or created in the course of performing the
         Services and may be retained by EDS' employees in intangible form, all
         of which constitute substantial rights on the part of EDS in the
         technology developed as a result of the Services performed under this
         Agreement and each Task Order, and (iii) will retain ownership of any
         EDS Software or Tools that are used in producing the Deliverables and
         become embedded in the Deliverables. No licenses will be deemed to have
         been granted by either Party to any of its patents, trade secrets,
         trademarks or copyrights, except as otherwise expressly provided in
         this Agreement or under any Task Order as may be incorporated in
         thereunder. Nothing in this Agreement or under any Task Order as may be
         incorporated in thereunder will require EDS or SSP Solutions to violate
         the proprietary rights of any third party in any Software or otherwise.


6.5      LICENSE TO SSP SOLUTIONS TECHNOLOGY. To the extent required under a
         Task Order and subject to the terms and conditions of Article VI and
         VII, of this Agreement, SSP Solutions will hereby grant to EDS a
         non-exclusive, nontransferable, license to possess, copy, modify,
         adapt, and otherwise use, solely for the purpose of performing the
         Services during the term of this Agreement or any Task Order, any and
         all SSP Solutions Data (as defined under Section 7.1), technology, SSP
         Solutions Software and other information owned or licensed by and
         delivered by SSP Solutions to EDS (collectively, "SSP Solutions
         Technology") for use in connection with EDS' performance of the
         Services as contemplated hereunder and as described under each Task
         Order. EDS may make a reasonable number of copies of the SSP Solutions
         Technology solely for backup and disaster recovery purposes related to
         the performance of the Services.


6.6      FURTHER ASSURANCES. EDS and SSP Solutions agree to execute and deliver
         such other instruments and documents as either Party reasonably
         requests to evidence or effect the transactions contemplated by this
         Article VI. The provisions of this Article VI will survive the
         expiration or termination of this Agreement and each Task Order for any
         reason.

                      ARTICLE VI. DATA AND CONFIDENTIALITY

7.1      DATA OF SSP SOLUTIONS. As between EDS and SSP Solutions, information
         relating to SSP Solutions or its customers (the "SSP Solutions Data")
         is confidential, will be subject to Section 7.4 and will be and remain
         the property of SSP Solutions. EDS (and any subcontractors of EDS
         engaged in accordance with this Agreement) is hereby authorized to have
         access to and to make use of the SSP Solutions Data for the term of
         this Agreement as is appropriate for the performance by EDS of its
         obligations under each Task Order. Upon expiration or termination of
         this Agreement for any reason, subject to any record retention
         requirements of EDS, EDS will, at SSP Solutions' expense, return to SSP
         Solutions all of the SSP Solutions Data in EDS' possession and in EDS'
         then existing machine-readable format and media. EDS will not use the
         SSP Solutions

                                       8
<PAGE>
         Data for any purpose other than providing the Services.

7.2      SAFEGUARDING DATA. EDS will maintain safeguards against the
         destruction, loss or alteration of the SSP Solutions Data in the
         possession of EDS, which are consistent with those written procedures
         established and in use by SSP Solutions as of the Effective Date and
         provided to EDS. To the extent that any such procedures have not been
         established, EDS will maintain safeguards that are no less rigorous
         than those maintained by EDS for its own information of a similar
         nature. SSP Solutions will have the right to establish backup security
         for the SSP Solutions Data and to keep backup data and data files in
         its possession if it so chooses; provided, however, that EDS will have
         access to such backup data and data files as is reasonably required by
         EDS.

7.3      PRIVACY LAWS. The Parties acknowledge and agree that SSP Solutions will
         be and remain the controller of the SSP Solutions Data for purposes of
         all applicable laws relating to data privacy, transborder data flow and
         data protection (collectively, the "Privacy Laws"), and nothing in this
         Agreement or any Task Order will restrict or limit in any way SSP
         Solutions' rights or obligations as owner and/or controller of the SSP
         Solutions Data for such purposes. The Parties also acknowledge and
         agree that EDS may have certain responsibilities prescribed by
         applicable Privacy Laws as a processor of the SSP Solutions Data, and
         EDS hereby acknowledges such responsibilities to the extent required
         thereby for processors of data and agrees that such responsibilities
         will be considered as a part of the Services to be provided by EDS
         under this Agreement and each Task Order; provided, however, that in
         the event that Privacy Laws to which the activities contemplated by
         this Agreement and each Task Order are modified, EDS will work with SSP
         Solutions in an effort to continue to comply with such Privacy Laws, as
         so modified, but to the extent that such modifications expand the scope
         of the activities previously undertaken by EDS pursuant to this Section
         7.3, EDS will, at SSP Solutions' reasonable request, provide such
         additional activities as additional services so long as the Parties
         reach a mutual written agreement regarding the nature and scope of such
         services, the period of time during which such services will be
         provided and the basis upon which EDS will be compensated therefor.

7.4      CONFIDENTIALITY.

         (a)      SCOPE OF OBLIGATIONS. Except as otherwise expressly provided
                  in this Agreement or a Task Order, EDS and SSP Solutions each
                  agrees that (i) all information communicated to it by the
                  other and identified as confidential, whether before or after
                  the Effective Date, (ii) all information identified as
                  confidential to which it has access in connection with the
                  Services, whether before or after the Effective Date, and
                  (iii) this Agreement, each Task Order and the Parties' rights
                  and obligations hereunder and thereunder, will be and will be
                  deemed to have been received in confidence and will be used
                  only for purposes of this Agreement and each Task Order, and
                  each of EDS and SSP Solutions agrees to use the same means as
                  it uses to protect its own confidential information, but in no
                  event less than reasonable means, to prevent the disclosure
                  and to protect the confidentiality thereof. No such
                  information will be disclosed by the recipient Party without
                  the prior written consent of the other Party; provided,
                  however, that each Party may disclose this Agreement, each
                  Task Order and the other Party's confidential information to
                  those of the recipient Party's attorneys, auditors, insurers
                  (if applicable), subcontractors and full time employees who
                  have a need to have access to such information in connection
                  with their employment (or engagement, if applicable) by the
                  recipient Party, so long as the recipient Party requires, in
                  the case of its attorneys, auditors and insurers, that each of
                  them execute a confidentiality agreement containing terms and
                  conditions no less restrictive than those set forth in this
                  Section 7.4 and advises, in the case of its subcontractors and
                  employees, each such subcontractor and employee of the
                  confidentiality obligations set forth in this Section 7.4. In
                  any event, compliance by each of the persons referenced in the
                  preceding sentence with the confidentiality obligations set
                  forth in this Section 7.4 will remain the responsibility of
                  the Party employing or engaging such persons. Notwithstanding
                  the foregoing, EDS may disclose this Agreement, each Task
                  Order and other confidential information to which it has
                  access hereunder and thereunder to professional advisers,
                  financial institutions and other third parties in connection
                  with any transaction entered into to provide financing related
                  to this Agreement and any Task Order or the obligations of EDS
                  hereunder or thereunder, so long as each of them execute a
                  confidentiality

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<PAGE>
                  agreement containing terms and conditions no less restrictive
                  than those set forth in this Section 7.4.

         (b)      EXCEPTIONS. The foregoing will not prevent either Party from
                  disclosing information that belongs to such Party or (i) is
                  already known by the recipient Party without an obligation of
                  confidentiality other than under this Agreement or a Task
                  Order, (ii) is publicly known or becomes publicly known
                  through no unauthorized act of the recipient Party, (iii) is
                  rightfully received from a third party, (iv) is independently
                  developed without use of the other Party's confidential
                  information or (v) is disclosed without similar restrictions
                  to a third party by the Party owning the confidential
                  information. If confidential information is required to be
                  disclosed pursuant to a requirement of a governmental
                  authority, such confidential information may be disclosed
                  pursuant to such requirement so long as the Party required to
                  disclose the confidential information, to the extent possible,
                  provides the other Party with timely prior notice of such
                  requirement and coordinates with such other Party in an effort
                  to limit the nature and scope of such required disclosure;
                  provided, however, that, in the event of a tax audit, (A)
                  notice of a disclosure requirement in connection therewith
                  will not be given, and (B) the Parties will use commercially
                  reasonable efforts to ensure that any confidential information
                  that is subject to a valid request for delivery of a copy of
                  such information (including a copy of this Agreement) to the
                  taxing authority is not subject to further disclosure by it
                  (such as by marking such information as a trade secret). If
                  confidential information is required to be disclosed in
                  connection with the conduct of any mediation or arbitration
                  proceeding carried out pursuant to the terms of Article IX,
                  such confidential information may be disclosed pursuant to and
                  in accordance with the approval and at the direction of the
                  mediator or arbitrator, as the case may be, conducting such
                  proceeding. Upon written request of the disclosing Party at
                  the expiration or termination of this Agreement and all Task
                  Orders for any reason, all such documented confidential
                  information (and all copies thereof) of the disclosing Party
                  will be returned to the disclosing Party or will be destroyed,
                  with written certification thereof being given to the
                  disclosing Party. The provisions of this Section 7.4 will
                  survive the expiration or termination of this Agreement and
                  each Task Order for any reason.

7.5      AUDIT RIGHTS.

         (a)      GENERAL. Employees of SSP Solutions and its auditors who are
                  from time to time designated by SSP Solutions and who agree in
                  writing to the security and confidentiality obligations and
                  procedures reasonably required by EDS will be provided with
                  reasonable access to any facility at which the Services are
                  being performed to enable them to conduct audits of EDS'
                  performance of the Services and other matters relevant to this
                  Agreement and each Task Order, including (i) verifying the
                  accuracy of EDS' charges to SSP Solutions and (ii) verifying
                  that the Services are being provided in accordance with this
                  Agreement and each Task Order, including any applicable
                  performance criteria, standards and milestones.

         (b)      PROCEDURES. Such audits may be conducted once a year during
                  reasonable business hours; provided, however, that the Parties
                  may agree to more frequent audits as deemed reasonably
                  necessary. SSP Solutions will provide EDS with prior written
                  notice of an audit. EDS will cooperate in the audit, will make
                  the information reasonably required to conduct the audit
                  available on a timely basis and will assist the designated
                  employees of SSP Solutions or its auditors as reasonably
                  necessary. If SSP Solutions requests resources beyond those
                  resources then assigned to the account team under this
                  Agreement who are able to provide reasonable assistance of a
                  routine nature in connection with such audit, such resources
                  will be provided as additional services so long as the Parties
                  reach a mutual written agreement regarding the nature and
                  scope of such services, the period of time during which such
                  services will be provided and the basis upon which EDS will be
                  compensated therefor. Records that support EDS' performance of
                  the Services and other matters relevant to this Agreement and
                  each Task Order will be retained by EDS in accordance with
                  EDS' retention guidelines. Notwithstanding anything to the
                  contrary in this Agreement or any Task Order, EDS will not be
                  required to provide access to the proprietary data of EDS or
                  other EDS customers. All information learned or exchanged in
                  connection with the conduct of an audit, as well as the
                  results of any audit, is confidential and will

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<PAGE>
                  be subject to Section 7.4.

         (c)      RESULTS. Following an audit, SSP Solutions will conduct an
                  exit conference with EDS to discuss issues identified in the
                  audit that pertain to EDS, and SSP Solutions will give EDS a
                  copy of any portion of the audit report pertaining to EDS. The
                  Parties will review each EDS audit issue and will determine
                  (i) what, if any, actions will be taken in response to such
                  audit issues, when and by whom and (ii) which Party will be
                  responsible for the cost of taking the actions necessary to
                  resolve such issues. Any such determination will be based on
                  the following criteria: (A) who the owner of the original
                  deficiency is; (B) who has contractual responsibility for the
                  improvement of internal controls; and (C) who owns the
                  standards against which the audit is done. EDS will not be
                  responsible for the cost of an audit, unless otherwise agreed
                  to in writing by the Parties.

                             ARTICLE VIII. PAYMENTS

8.1      CHARGES FOR SERVICES. In consideration for the performance of the
         Services, SSP Solutions will pay to EDS the charges set forth in each
         Task Order, plus any and all Collected Taxes (as defined in Section
         8.6(a)), and such charges will be subject to periodic adjustment in the
         manner and to the extent indicated therein. Unless otherwise expressly
         provided in a Task Order with respect to the charges to be paid
         thereunder, EDS will invoice SSP Solutions for such charges on a
         monthly basis in advance, with each invoice setting forth the charges
         related to the Services to be performed in the following month. EDS
         either will include on each such invoice, or will bill SSP Solutions
         separately for, the Collected Taxes for which SSP Solutions is
         responsible hereunder. Notwithstanding anything to the contrary
         regarding the above paragraph, the Parties each agree to discuss in
         good faith SSP Solutions' advance payment conditions as described under
         this Section 8.1 to determine what changes if any may be made after the
         twelfth (12th) calendar month after the Effective Date; provide,
         however, SSP Solutions is not and does not become in default of its
         payment obligations Agreement including its payment obligations under
         any and all Task Order.

8.2      OUT-OF-POCKET EXPENSES. SSP Solutions will pay, or reimburse EDS for,
         the reasonable out-of-pocket expenses, other including travel and
         travel-related expenses, incurred by EDS, with the prior written
         consent of SSP Solutions, in connection with EDS' performance of its
         obligations under this Agreement and each Task Order. EDS will invoice
         SSP Solutions separately for all such out-of-pocket expenses, which
         invoice will be sent by EDS to SSP Solutions after EDS incurs such
         expenses and will contain an itemized listing of the applicable
         expenses.

8.3      ANNUAL ADJUSTMENTS TO CHARGES. The charges set forth in each Task Order
         will be subject to the adjustments described in Schedule 8.3.

8.4      TIME OF PAYMENT; DISPUTED AMOUNTS. Unless otherwise expressly provided
         in a Task Order with respect to the charges to be paid thereunder, any
         amount due to EDS under this Agreement and each Task Order and not
         disputed in good faith by SSP Solutions (as provided below) will be due
         and payable on the 15th calendar day from the date of the invoice from
         EDS therefore; which EDS will submit such invoice by the 10th calendar
         day of each contract calendar month for Services to be performed during
         the following month. All amounts will be payable to EDS by check or by
         ACH (for amounts less than $1,000,000) or Wire Transfer (for amounts of
         $1,000,000 or more), in accordance with payment instructions provided
         by EDS from time to time, so as in each case to constitute immediately
         available funds by 12 noon, Plano, Texas time, on the payment date no
         matter what the method of payment. Any amount not paid when due will
         bear interest until paid at a rate of interest equal to the lesser of
         (a) the prime rate established from time to time by Citibank of New
         York plus two percent or (b) the maximum rate of interest allowed by
         applicable law. If any portion of an amount due to EDS under this
         Agreement or a Task Order is subject to a bona fide dispute between the
         Parties, SSP Solutions will pay to EDS on the date such amount is due
         all amounts not disputed in good faith by SSP Solutions. Within 15th
         calendar days of SSP Solutions' receipt of the invoice on which a
         disputed amount appears, SSP Solutions will notify EDS in writing of
         the specific items in dispute, will describe in detail SSP Solutions'
         reason for disputing each such item and will initiate the Dispute
         resolution process as described herein. Within 10

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<PAGE>
         calendar days of EDS' receipt of such notice, the Parties will
         negotiate in good faith pursuant to the provisions of Article IX to
         reach settlement on any items that are the subject of such dispute. If
         SSP Solutions does not notify EDS of any items in dispute within such
         15-day period of time, SSP Solutions will be deemed to have approved
         and accepted such invoice.

8.5      TAXES.

         (a)      GENERAL. Unless SSP Solutions provides EDS with a valid and
                  applicable exemption certificate, there will be added to any
                  charges under this Agreement and each Task Order, or there
                  will be separate billing for, and SSP Solutions will bear the
                  cost of and will pay to EDS, or reimburse EDS for, any and all
                  Collected Taxes arising from or imposed on this Agreement or
                  any Task Order, the transactions arising hereunder or
                  thereunder, the charges payable hereunder or thereunder, the
                  Services (including telecommunications services) or the
                  provision, license or sale thereof or the Software, equipment,
                  materials, property (tangible or intangible) or other
                  resources provided hereunder or thereunder or used in
                  connection herewith or therewith; provided, however, that SSP
                  Solutions' obligations hereunder with respect to Collected
                  Taxes will not apply to any income taxes that are based on or
                  measured by EDS' net income. For purposes of this Agreement,
                  "Collected Taxes" means any present or future taxes,
                  assessments, duties, permits, tariffs, fees and other charges
                  of any kind, however designated, assessed, charged or levied
                  now or hereafter, including without limitation sales, use,
                  state, local, provincial, property, gross receipts, (including
                  federal excise), transaction, goods and services, value-added
                  or similar taxes, or other taxes or amounts of whatever nature
                  or in lieu thereof, and all fines, penalties, interest,
                  additions to taxes (penalty in nature) or similar liabilities
                  imposed in connection therewith. Subject to Section 11.1(e),
                  SSP Solutions will indemnify and defend EDS from any and all
                  Collected Taxes in connection with this Agreement or each Task
                  Order, including without limitation any additions to tax,
                  penalties, interest, fines, fees, reasonable attorneys' and
                  accountants' fees and other expenses arising out of, under or
                  in connection with any claim (i) that any Collected Taxes are
                  not paid at the time or in the manner required by applicable
                  law or (ii) for any other breach by SSP Solutions of this
                  Section 8.5.

         (b)      REPORTS AND RETURNS. All reports and returns required to be
                  filed with regard to Collected Taxes will be prepared and
                  timely filed by the Party required by the applicable taxing
                  authority to file such reports and returns. If EDS takes a
                  position on any form, in any return, on audit or otherwise on
                  behalf of SSP Solutions, or at SSP Solutions' request, SSP
                  Solutions will bear the cost of and pay EDS, or reimburse EDS
                  for the payment of, any and all expenses and liabilities,
                  including without limitation Collected Taxes, costs,
                  reasonable attorneys' and accountants' fees and other expenses
                  or disbursements arising out of, attributable to or in
                  connection with any audit or contest of such Collected Taxes,
                  or any claim or assessment claimed by any taxing authority.

         (c)      MINIMIZATION OF TAXES. The Parties will reasonably cooperate
                  in the minimization of taxes to the extent legally
                  permissible. The Parties agree that, for state and local sales
                  and use tax purposes, the amounts payable under this Agreement
                  and each Task Order will be audited, where permissible, by the
                  applicable taxing authority as part of EDS' state and local
                  sales and use tax audits, but SSP Solutions will pay, or
                  reimburse EDS for, any and all Collected Taxes assessed under
                  the audits.

         (d)      TAX AUDITS. If any claim is made or liability asserted by
                  notice to or commencement of proceedings against EDS (or any
                  of its affiliates) for any Collected Taxes as to which SSP
                  Solutions has a payment obligation pursuant to this Section
                  8.5, EDS will notify SSP Solutions of such claim or liability
                  in writing and will furnish SSP Solutions with copies of the
                  claim or notice of liability and all other applicable writings
                  received from the applicable taxing authority; provided,
                  however, that EDS' failure to so notify or furnish such copies
                  to SSP Solutions will not operate to relieve SSP Solutions of
                  its obligation to indemnify EDS under this Agreement. Within
                  15 days of SSP Solutions' receipt of notice from EDS of such
                  claim or liability, but not later than three business days
                  before the date required to timely file any documents with the
                  applicable taxing authority, SSP Solutions may request

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                  that EDS contest such claim or liability. If (i) requested by
                  SSP Solutions, (ii) a good faith, reasonable basis (as defined
                  in Section 6662(d)(2)(B)(ii)(II) of the Internal Revenue Code
                  of 1986, as amended) exists for such contest and (iii) EDS
                  determines that such contest will not result in any adverse
                  impact to EDS (or any of its affiliates), EDS will, in good
                  faith and at SSP Solutions' sole cost and expense (including
                  reimbursement by SSP Solutions to EDS of all reasonable costs
                  and expenses incurred, including reasonable attorneys' and
                  accountants' fees), contest the claim or liability; provided,
                  however, that EDS will determine, in its sole discretion, the
                  nature of all actions to be taken to contest such claim or
                  liability, including (A) whether any action to contest such
                  claim or liability will be initially by way of judicial or
                  administrative proceedings, or both, (B) whether any such
                  claim or liability will be contested by resisting payment
                  therefor or by paying the same and seeking a refund thereof
                  and (C) if EDS undertakes judicial action with respect to such
                  claim or liability, the court or other judicial body before
                  which such action will be commenced. EDS will have full
                  control over any contest pursuant to this Section 8.5(d);
                  provided, however, that SSP Solutions will have the right to
                  participate in any such proceedings or hearings, including the
                  right, to the extent permitted by law and only for discussions
                  relating to claims or liabilities which EDS is contesting
                  thereunder, to attend governmental or judicial conferences
                  concerning such claims or liabilities; and provided further
                  and subject to the other provisions of this Section 8.5(d),
                  EDS will not discriminate against any such claim or liability
                  as compared with other proposed claims involving potential tax
                  liability of EDS and will not, without SSP Solutions' consent,
                  settle any such claim or liability for which SSP Solutions
                  would be required to indemnify EDS hereunder. EDS will advise
                  SSP Solutions of all relevant action taken or proposed to be
                  taken by the applicable taxing authority and of all relevant
                  action proposed to be taken by EDS and will permit SSP
                  Solutions, upon SSP Solutions' request, reasonable
                  opportunities to review the content of documentation,
                  petitions, protests, memoranda of fact and law, briefs and
                  stipulations of fact, each relating exclusively to a claim or
                  liability for which SSP Solutions would be required to
                  indemnify EDS hereunder; provided, however, that EDS' failure
                  to so advise SSP Solutions or to so permit SSP Solutions to
                  review such documentation as provided above will not operate
                  to relieve SSP Solutions of any obligation to indemnify EDS
                  hereunder. Notwithstanding the foregoing, at any time, whether
                  before or after commencing any contest or action under this
                  Section 8.5(d), EDS, in its sole discretion, may decline to
                  pursue such contest or action with respect to all or any
                  portion of a claim or liability, or EDS may pursue such
                  contest or action without notifying SSP Solutions in
                  compliance with this Section 8.5(d); provided, however, that
                  in such instance, SSP Solutions will be relieved of its
                  obligation to indemnify EDS with respect to the claim or
                  liability or such portion thereof, as the case may be. The
                  provisions of this Section 8.5 will survive the expiration or
                  termination of this Agreement and each Task Order for any
                  reason.

            ARTICLE IX. DISPUTE ESCALATION, MEDIATION AND ARBITRATION

9.1      DISPUTE ESCALATION. In the event of any dispute, controversy or claim
         of any kind or nature arising under or in connection with this
         Agreement or any Task Order (including disputes as to the creation,
         validity, interpretation, breach or termination of this Agreement or
         any Task Order) (a "Dispute"), then upon the written request of either
         Party, each of the Parties will appoint a designated senior business
         executive (other than the EDS Account Executive or the SSP Solutions
         Representative) whose task it will be to meet for the purpose of
         endeavoring to resolve the Dispute. The designated executives will meet
         as often as the Parties reasonably deem necessary in order to gather
         and furnish to the other all information with respect to the matter in
         issue which the Parties believe to be appropriate and germane in
         connection with its resolution. Such executives will discuss the
         Dispute and will negotiate in good faith in an effort to resolve the
         Dispute without the necessity of any formal proceeding relating
         thereto. The specific format for such discussions will be left to the
         discretion of the designated executives but may include the preparation
         of agreed upon statements of fact or written statements of position
         furnished to the other Party. In the event that the Dispute is monetary
         in nature and the Parties are unable to agree on any proposed
         adjustments to the charges as described under Section 8.4 within 10
         business days of receipt of written notice to EDS by SSP Solutions that
         such charges are in dispute, the Parties shall refer such Dispute to
         consideration in person or by telephone by an executive

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<PAGE>
         officer of the Party, which for the purpose of clarification only would
         include at least (i) the Chief Operation Officer for SSP Solutions, and
         (ii) the Regional Delivery Account Executive for EDS, or their
         designate ("Executive Representative") within ten (10) business days.
         In the event that the Executive Representatives do not resolve the
         Dispute within ten (10) business days of receipt of the notice given
         pursuant to this Section 9.1, either Party may require the Parties
         submit the Dispute to mediation by a mutually acceptable third party
         mediator with knowledge of the industry as described under Section 9.2.
         No formal proceedings for the resolution of the Dispute under Section
         9.2 or 9.3 may be commenced until the earlier to occur of (a) a mutual
         good faith conclusion by the designated executives that amicable
         resolution through continued negotiation of the matter in issue does
         not appear likely or (b) the 30th day after the initial request to
         negotiate the Dispute.

9.2      MEDIATION; ARBITRATION. Any Dispute that the Parties are unable to
         resolve through informal discussions or negotiations pursuant to
         Section 9.1 will be submitted to non-binding mediation. The Parties
         will mutually determine who the mediator will be from a list of
         mediators obtained from the American Arbitration Association office
         located in the city determined as set forth below in this Section 9.2
         (the "AAA"). If the Parties are unable to agree on the mediator, the
         mediator will be selected by the AAA. If any Dispute is not resolved
         through mediation, it will be resolved by final and binding arbitration
         conducted in accordance with and subject to the Commercial Arbitration
         Rules of the AAA then applicable. One arbitrator will be selected by
         the Parties' mutual agreement or, failing that, by the AAA, and the
         arbitrator will allow such discovery as is appropriate, consistent with
         the purposes of arbitration in accomplishing fair, speedy and cost
         effective resolution of disputes. The arbitrator will reference the
         rules of evidence of the Federal Rules of Civil Procedure then in
         effect in setting the scope of discovery, except that no requests for
         admissions will be permitted and interrogatories will be limited to
         identifying (a) persons with knowledge of relevant facts and (b) expert
         witnesses and their opinions and the bases therefor. Judgment upon the
         award rendered in any such arbitration may be entered in any court
         having jurisdiction thereof. Any negotiation, mediation or arbitration
         conducted pursuant to Section 9.1 or 9.2 will take place in Plano,
         Texas if initiated by SSP Solutions and in Irvine, California, if such
         matter is initiated by EDS, and each Party will bear its own costs and
         expenses of any such negotiation, mediation or arbitration, including
         one-half of the fees and expenses of the mediator or arbitrator, if
         applicable. Other than those matters involving injunctive relief or any
         action necessary to enforce the award of the arbitrator, the Parties
         agree that the provisions of this Article IX are a complete defense to
         any suit, action or other proceeding instituted in any court or before
         any administrative tribunal with respect to any Dispute or the
         performance of the Services by EDS. Nothing in this Article IX prevents
         the Parties from exercising their right to terminate this Agreement in
         accordance with Article X.

9.3      CONTINUED PERFORMANCE; ESCROW ACCOUNT. Unless (a) EDS has commenced a
         proceeding or has presented a claim pursuant to this Article IX for
         nonpayment by SSP Solutions of amounts due under this Agreement or one
         or more Task Orders, and SSP Solutions does not promptly pay all
         amounts in dispute into an escrow account as required below and does
         not otherwise continue to make payment to EDS in accordance with this
         Agreement of all amounts not required to be so escrowed, or (b) this
         Agreement or one or more Task Orders have been terminated in accordance
         with Article X, EDS will continue to provide the Services during any
         dispute resolution proceedings (whether informal or formal) commenced
         pursuant to this Article IX and SSP Solutions will continue to perform
         its obligations (including the making of payments) in accordance with
         this Agreement and each Task Order. In the event that the Parties can
         not reach agreement during the informal Dispute resolution process as
         described under Section 9.1 above, and the Parties elect to take the
         Dispute directly to mediation or arbitration as described under Section
         9.2, SSP Solution will deposit such Disputed amounts up to the lesser
         of (i) the maximum amount in dispute or (ii) the extent of EDS'
         liability under Section 11.2(a), into an escrow account established in
         the manner set forth in this Section 9.3 (the "Escrow Cap"). As of the
         date of escrow, any disputed payment will be paid pending resolution of
         the Dispute into an escrow account that is structured by agreement of
         the Parties or, if agreement cannot be reached, as directed by the
         mediator or arbitrator, as the case may be, engaged in accordance with
         this Article IX. Any such escrow account will provide for the payment
         of interest on the amounts deposited therein, and the Parties (if the
         Dispute is resolved informally) or the mediator or arbitrator, as the
         case may be (if the Dispute is resolved formally), will make the
         determination regarding distribution of such deposited amounts plus
         interest. In

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<PAGE>
         addition to the escrow, SSP Solutions will continue to make payment to
         EDS of all amounts not in dispute (and all amounts in dispute that are
         in excess of the Escrow Cap) in accordance with this Agreement. If SSP
         Solutions fails to escrow disputed payments up to the Escrow Cap or to
         otherwise continue to make payment to EDS in accordance with this
         Agreement of all amounts not required to be so escrowed, EDS may apply
         to any court of competent jurisdiction to seek injunctive relief for
         such failure and will have the right to terminate this Agreement and
         any outstanding Task Orders in accordance with Section 10.2.

                             ARTICLE X. TERMINATION

10.1     TERMINATION FOR CAUSE. If either Party materially defaults in the
         performance of any of its duties or obligations under this Agreement or
         any Task Order (except for a default in payments to EDS, which will be
         governed by Section 10.2), which default is not substantially cured
         within 60 days after written notice is given to the defaulting Party
         specifying such default or, with respect to those defaults that cannot
         reasonably be cured within 60 days, should the defaulting Party fail to
         proceed within 60 days to commence curing the default and thereafter to
         proceed with reasonable diligence to substantially cure the default,
         the Party not in default may, by giving written notice thereof to the
         defaulting Party, terminate either (a) the Task Order(s) under which
         the uncured default has occurred or (b) this Agreement and all
         outstanding Task Orders (including the one(s) under which the uncured
         default has occurred), in either case as of the date of receipt by the
         defaulting Party of such notice or as of a future date specified in
         such notice of termination.

10.2     TERMINATION FOR NONPAYMENT. If SSP Solutions defaults in the payment
         when due of any amount due to EDS pursuant to this Agreement or any
         Task Order, and does not cure such default within 10 days after being
         given written notice of such default or otherwise does not comply with
         Section 9.3, EDS may, by giving written notice thereof to SSP
         Solutions, terminate either (a) the Task Order(s) under which the
         uncured default has occurred or (b) this Agreement and all outstanding
         Task Orders (including the one(s) under which the uncured default has
         occurred), in either case as of the date of receipt by SSP Solutions of
         such notice or as of a future date specified in such notice of
         termination.

10.3     TERMINATION OF DORMANT AGREEMENT. If at any time during the term of
         this Agreement there are no Task Orders with an unexpired term
         (including as a result of termination of any and all Task Orders) and
         no Task Orders have been entered into by the Parties during the prior
         12-month period, either Party may terminate this Agreement by giving at
         least 30 days' prior written notice to the other Party.

10.4     TERMINATION FOR BANKRUPTCY AND RELATED EVENTS. Subject to Title 11,
         United States Code, if either Party becomes or is declared insolvent or
         bankrupt, is the subject of any proceedings relating to its
         liquidation, insolvency or for the appointment of a receiver or similar
         officer for it, makes an assignment for the benefit of all or
         substantially all of its creditors or enters into an agreement for the
         composition, extension or readjustment of all or substantially all of
         its obligations, then the other Party may, by giving written notice
         thereof to such Party, terminate this Agreement and all outstanding
         Task Orders as of a date specified in such notice of termination.


10.5     TERMINATION FOR FAILURE TO MEET OTHER REVENUE COMMITMENTS. As of the
         Effective Date of this Agreement, SSP Solutions and EDS each
         acknowledge and agrees that an aggregate sum of $708,489.46 remains
         outstanding and is due and owing to EDS pursuant to the terms and
         conditions of the Alliance Agreement, dated November 8, 2000, between
         EDS and SSP Solutions as successor in interest to Biz Interactive Zone
         Inc. SSP Solutions will pay to EDS in full all such amounts due and
         owing to EDS under invoice numbers #U1219505, #U1219508, #U1219509,
         #U1234064, #U1234765, #U1236175, #U1250041, and #U1250042 by or before
         December 31, 2001 ("Other Revenue Commitment"). In the event that SSP
         Solutions defaults in its payment obligations of the Other Revenue
         Commitment as described in the foregoing, EDS may terminate this
         Agreement and any and all Task Order(s) incorporated thereunder by
         giving to SSP Solution a ten (10) days written notice as of a future
         date specified in such notice of termination. Additionally, EDS
         reserves all rights to terminate the Alliance Agreement in conjunction
         with the termination of this Agreement and any Task Order pursuant to
         the terms of this Section 10.5.


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<PAGE>
10.6      EFFECTS OF EXPIRATION OR TERMINATION.

         (a)      EXPIRATION OR TERMINATION OF TASK ORDER ONLY. Upon expiration
                  or termination of a Task Order, but not this Agreement, EDS
                  will cease to perform the Services covered thereby, and SSP
                  Solutions will pay to EDS all amounts due to EDS under such
                  Task Order for all Services performed and expenses incurred
                  (including those expenses that, instead of being concurrently
                  billed, have been included in future payments to be made by
                  SSP Solutions) through the effective date of such expiration
                  or termination. Expiration or termination of a Task Order will
                  not affect any other Task Orders the performance of which by
                  either or both of the Parties remains outstanding, unless the
                  Parties otherwise agree in writing. In addition, the
                  transition provisions set forth in Section 10.6(d) will apply,
                  to the extent indicated therein.

         (b)      EXPIRATION OF AGREEMENT WITH NO OUTSTANDING TASK ORDERS OR
                  TERMINATION OF AGREEMENT. Upon expiration of this Agreement at
                  a time when no Task Orders are outstanding or upon termination
                  of this Agreement (and all outstanding Task Orders) by SSP
                  Solutions in accordance with this Article X, EDS will cease to
                  perform the Services covered hereby and thereby, and SSP
                  Solutions will pay to EDS all amounts due to EDS hereunder and
                  thereunder for all Services performed and expenses incurred
                  (including those expenses that, instead of being concurrently
                  billed, have been included in future payments to be made by
                  SSP Solutions) through the effective date of such expiration
                  or termination. In addition, the transition provisions set
                  forth in Section 10.6(d) will apply, to the extent indicated
                  therein.

         (c)      EXPIRATION OF AGREEMENT WITH OUTSTANDING TASK ORDERS. Upon
                  expiration of this Agreement when one or more Task Orders are
                  outstanding, this Agreement will remain in full force and
                  effect solely for purposes of allowing the activities covered
                  thereby to be completed, with the date of such completion to
                  be deemed the "expiration date" or "effective date
                  termination" for purposes of Section 10.6(d). Thereafter, EDS
                  will cease to perform the Services covered hereby and thereby,
                  and SSP Solutions will pay to EDS all amounts due to EDS
                  hereunder and thereunder for all Services performed and
                  expenses incurred (including those expenses that, instead of
                  being concurrently billed, have been included in future
                  payments to be made by SSP Solutions) through the effective
                  date of such expiration or termination. In addition, the
                  transition provisions set forth in Section 10.6(d) will apply,
                  to the extent indicated therein.

         (d)      TRANSITION ASSISTANCE AT EXPIRATION OR TERMINATION OF TASK
                  ORDER OR AGREEMENT. In connection with (i) the expiration of
                  this Agreement or any Task Order or (ii) the termination by
                  SSP Solutions of any Task Order or this Agreement (and all
                  outstanding Task Orders) pursuant to this Article X, and if
                  requested by SSP Solutions in writing within a reasonable
                  period of time, but in no event less than 90 days, prior to
                  the applicable expiration date or effective date of
                  termination, EDS will provide, at SSP Solutions' expense, a
                  reasonable amount of transition assistance the nature and
                  extent of which will be determined by the Parties in writing
                  based on the circumstances surrounding the upcoming expiration
                  or termination. If the transition assistance extends beyond
                  the expiration date or effective date of termination by SSP
                  Solutions of this Agreement or any affected Task Order(s), the
                  provisions of this Agreement and such Task Order(s) will
                  remain in effect for the duration of the agreed upon
                  transition assistance period and will apply to all transition
                  assistance services provided by EDS during such period
                  (subject to the last two sentences of Section 10.6(e)). SSP
                  Solutions acknowledges and agrees that, as indicated above in
                  this Section 10.6(d), EDS will have no obligation to provide
                  any form of transition assistance if EDS terminates any Task
                  Order or this Agreement (and all outstanding Task Orders)
                  pursuant to this Article X.


         (e)      CHARGES. For so long as this Agreement and any Task Order
                  remains in effect and during the transition assistance period
                  but subject to the last two sentences of this Section 10.6(e),
                  SSP Solutions will pay to EDS the charges set forth in this
                  Agreement and such Task Order(s). If the transition assistance
                  provided by EDS under this Section 10.6 requires personnel or
                  other resources in excess of

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                  those resources then being provided by EDS under the Task
                  Order(s) which have expired or been terminated, SSP Solutions
                  will pay EDS for such additional resources at EDS' then
                  current commercial billing rates on such periodic basis as the
                  Parties agree in writing. Notwithstanding anything to the
                  contrary in this Agreement or any Task Order, all charges to
                  be paid by SSP Solutions to EDS during the transition
                  assistance will be paid on a monthly basis in advance.

                      ARTICLE XI. INDEMNITIES AND LIABILITY

11.1     INDEMNITIES

         (a)      CLAIMS RELATING TO PERSONAL INJURY AND PROPERTY DAMAGE.

                  (i)      GENERAL. EDS and SSP Solutions each will be
                           responsible for any and all claims, actions, damages,
                           liabilities, costs and expenses, including reasonable
                           attorneys' fees and expenses (collectively, "Losses")
                           to their respective tangible personal or real
                           property (whether owned or leased), and each Party
                           agrees to look only to its own insuring arrangements
                           (if any) with respect to such Losses. EDS and SSP
                           Solutions each will be responsible for Losses for the
                           death of or personal injury to any person (including
                           any employee of either Party) and Losses for damages
                           to any third party's tangible personal or real
                           property (whether owned or leased), in accordance
                           with the law of the jurisdiction in which such Loss
                           is alleged to have occurred. Subject to Sections
                           11.1(e) and 11.2, each Party will indemnify and
                           defend the other Party from any and all Losses
                           arising out of, under or in connection with claims
                           for which the indemnitor is responsible under the
                           preceding sentence.

                  (ii)     WAIVER OF SUBROGATION. EDS and SSP Solutions waive
                           all rights to recover against each other for any Loss
                           to their respective tangible personal property
                           (whether owned or leased) from any cause covered by
                           insurance maintained by each of them, including their
                           respective deductibles or self-insured retentions.
                           EDS and SSP Solutions will cause their respective
                           insurers to issue appropriate waivers of subrogation
                           rights endorsements to all property insurance
                           policies maintained by each Party. Each Party will
                           give the other written notice if a waiver of
                           subrogation is unobtainable or obtainable only at
                           additional expense. If the Party receiving such
                           notice agrees to reimburse the other Party for such
                           additional expense, the other Party will obtain such
                           waiver of subrogation. If a waiver is unobtainable or
                           if a Party elects not to pay the additional expense
                           of a waiver, then neither Party nor their insurers
                           will waive such subrogation rights.

         (b)      INFRINGEMENT CLAIMS.

                  (i)      GENERAL. Subject to Sections 11.1(e) and 11.2 and the
                           limitations set forth below in this Section 11.1(b),
                           EDS and SSP Solutions each agrees to defend the other
                           Party against any third party action to the extent
                           that such action is based upon a claim that the
                           software (other than third party software) or
                           confidential information provided by the indemnitor,
                           or any part thereof, (i) infringes a copyright
                           perfected under United States statute, (ii) infringes
                           a patent granted under United States law or (iii)
                           constitutes an unlawful disclosure, use or
                           misappropriation of another party's trade secret. The
                           indemnitor will bear the expense of such defense and
                           pay any damages and attorneys' fees that are
                           attributable to such claim finally awarded by a court
                           of competent jurisdiction.

                  (ii)     EXCLUSIONS. Neither EDS nor SSP Solutions will be
                           liable to the other for claims of indirect or
                           contributory infringement. The indemnitor will have
                           no liability to the indemnitee hereunder if (A) the
                           claim of infringement is based upon the use of
                           software provided by the indemnitor hereunder in
                           connection or in combination with equipment, devices
                           or software not supplied by the indemnitor or used in
                           a manner for which the software was not designed,

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<PAGE>
                           (B) the indemnitee modifies any software provided by
                           the indemnitor hereunder and such infringement would
                           not have occurred but for such modification, or uses
                           the software in the practice of a patented process
                           and there would be no infringement in the absence of
                           such practice, or (C) the claim of infringement
                           arises out of the indemnitor's compliance with
                           specifications provided by the indemnitee and such
                           infringement would not have occurred but for such
                           compliance.

                  (iii)    ADDITIONAL REMEDY. If software or confidential
                           information becomes the subject of a claim under this
                           Section 11.1(b), or in the indemnitor's opinion is
                           likely to become the subject of such a claim, then,
                           in addition to defending the claim and paying any
                           damages and attorneys' fees as required above in this
                           Section 11.1(b), the indemnitor may, at its option
                           and in its sole discretion, (A) replace or modify the
                           software or confidential information to make it
                           noninfringing or cure any claimed misuse of another's
                           trade secret or (B) procure for the indemnitee the
                           right to continue using the software or confidential
                           information pursuant to this Agreement. Any costs
                           associated with implementing either of the above
                           alternatives will be borne by the indemnitor but will
                           be subject to Section 11.2. If neither alternative is
                           pursued by, or (if pursued) available to, the
                           indemnitor, (x) the indemnitee will return such
                           software or confidential information to the
                           indemnitor and (y) if requested by the indemnitee in
                           good faith, the Parties will negotiate, pursuant to
                           Article IX but subject to Section 11.2, to reach a
                           written agreement on what, if any, monetary damages
                           (in addition to the indemnitor's obligation to defend
                           the claim and pay any damages and attorneys' fees as
                           required above in this Section 11.1(b)) are
                           reasonably owed by the indemnitor to the indemnitee
                           as a result of the indemnitee no longer having use of
                           such software or confidential information. The
                           payment of any such monetary damages will be the
                           indemnitee's sole and exclusive remedy for the
                           inability of the indemnitor to implement either of
                           the above alternatives.

         (c)      CLAIMS RELATING TO INTERNET USAGE. SSP Solutions warrants that
                  the publication of any material delivered by or through it
                  hereunder or under any Task Order will not violate the
                  copyright laws of the United States or any other jurisdiction,
                  unlawfully infringe or interfere in any way with the literary
                  property or rights of another or contain libelous or indecent
                  matter. Subject to Sections 11.1(e) and 11.2, SSP Solutions
                  will indemnify and defend EDS from any and all Losses,
                  including those associated with claims for indirect or
                  contributory infringement, arising out of, under or in
                  connection with any claims relating to (i) content, whether of
                  an editorial, advertising or other nature, (ii) the provision,
                  use, alteration or distribution thereof, the accessibility
                  thereto or the exchange of information over the Internet in
                  connection therewith, including copyright infringement, libel,
                  indecency, false light, misrepresentation, invasion of privacy
                  or image or personality rights, (iii) statements or other
                  materials made or made available by readers of the content or
                  by persons to whom the content is linked at the request of SSP
                  Solutions or (iv) the conduct of SSP Solutions' business using
                  the Internet. Notwithstanding the foregoing, subject to
                  Section 11.1(e) and 11.2, EDS will indemnify and defend SSP
                  Solutions and hold SSP Solutions harmless from any and all
                  Losses associated with claims of copyright infringement,
                  libel, indecency, false light, misrepresentation, invasion of
                  privacy or image or personality rights to the extent resulting
                  from modifications made by EDS without SSP Solutions'
                  authorization to SSP Solutions' graphics or other material
                  content; provided, however, that EDS shall indemnify SSP
                  Solutions pursuant to this Section 11.1(c) only to the extent
                  such claims would not have arisen but for EDS' unauthorized
                  modification of any such material content distributed through
                  the Internet site.

         (d)      THIRD PARTY INDEMNIFICATION OF EDS. Without limiting EDS'
                  liability to SSP Solutions under this Agreement or any Task
                  Order, each of the Parties acknowledge that by entering into
                  and performing its obligations under this Agreement and each
                  Task Order EDS will not assume and should not be exposed to
                  the business and operational risks associated with SSP
                  Solutions' business, and SSP Solutions therefore agrees,
                  subject to Sections 11.1(e) and 11.2, to indemnify and defend
                  EDS and

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                  hold EDS harmless from any and all third party Losses arising
                  out of the conduct of SSP Solutions' business, including the
                  use by SSP Solutions of the Services.

         (e)      PROCEDURES. The indemnification obligations set forth in this
                  Section 11.1 will not apply unless the Party claiming
                  indemnification:

                  (i)      NOTICE. Notifies the other promptly in writing of any
                           matters in respect of which the indemnity may apply
                           and of which the notifying Party has knowledge in
                           order to allow the indemnitor the opportunity to
                           investigate and defend the matter; provided, however,
                           that the failure to so notify will only relieve the
                           indemnitor of its obligations under this Section 11.1
                           if and to the extent that the indemnitor is
                           prejudiced thereby; and

                  (ii)     CONTROL OF DEFENSE. Gives the other Party full
                           opportunity to control the response thereto and the
                           defense thereof, including any agreement relating to
                           the settlement thereof; provided, however, that the
                           indemnitee will have the right to participate in any
                           legal proceeding to contest and defend a claim for
                           indemnification involving a third party and to be
                           represented by legal counsel of its choosing, all at
                           the indemnitee's cost and expense. However, if the
                           indemnitor fails to promptly assume the defense of
                           the claim, the Party entitled to indemnification may
                           assume the defense at the indemnitor's cost and
                           expense.

                  The indemnitor will not be responsible for any settlement or
                  compromise made without its consent, unless the indemnitee has
                  tendered notice and the indemnitor has then refused to assume
                  and defend the claim and it is later determined that the
                  indemnitor was liable to assume and defend the claim. The
                  indemnitee agrees to cooperate in good faith with the
                  indemnitor at the request and expense of the indemnitor.

11.2     LIABILITY.

         (a)      GENERAL LIMITATIONS. Subject to the last sentence of this
                  Section 11.2(a), the liability of each Party to the other for
                  all damages arising out of or related to a Task Order,
                  regardless of the form of action that imposes liability,
                  whether in contract, equity, negligence, intended conduct,
                  tort or otherwise, will be limited to and will not exceed, in
                  the aggregate for all claims, actions and causes of action of
                  every kind and nature, the Task Order Damages Limit for such
                  Task Order. The liability of each Party to the other for all
                  damages arising out of or related to this Agreement and all
                  Task Orders, regardless of the form of action that imposes
                  liability, whether in contract, equity, negligence, intended
                  conduct, tort or otherwise, will be limited to and will not
                  exceed, in the aggregate for all claims, actions and causes of
                  action of every kind and nature, the sum of charges payable by
                  SSP Solutions to EDS under this Agreement and all Task Orders
                  (excluding payments for taxes or out-of-pocket expenses)
                  during the six month period immediately preceding the date
                  that the claim or action arose (the "Aggregate Damages
                  Limit").

         (b)      TASK ORDER DAMAGES LIMIT. Subject to Section 11.2(a), the
                  "Task Order Damages Limit" for each Task Order will be stated
                  in such Task Order. However, if the Task Order Damages Limit
                  is omitted from a Task Order, the Task Order Damages Limit for
                  such Task Order will be equal to the sum of ten percent (10%)
                  of the aggregate monthly Services fees paid to EDS on the date
                  of termination.

         (c)      LIMITATION ON OTHER DAMAGES. In no event will the measure of
                  damages payable by either Party include, nor will either Party
                  be liable for, any amounts for loss of income, profit or
                  savings or indirect, incidental, consequential, exemplary,
                  punitive or special damages of any party, including third
                  parties, even if such Party has been advised of the
                  possibility of such damages in advance, and all such damages
                  are expressly disclaimed.

         (d)      EXCEPTIONS TO LIMITATIONS. The limitations set forth in
                  Sections 11.2(a), 11.2(b) and 11.2(c) will not

                                       19
<PAGE>
                  apply to (i) the liability of either Party to the extent such
                  liability results from (A) that Party's acts of intentional
                  tortious conduct in the performance or nonperformance of its
                  obligations under this Agreement or any Task Order or (B) that
                  Party's nonperformance of its payment obligations to the other
                  expressly set forth in this Agreement or any Task Order
                  (including, with respect to SSP Solutions, SSP Solutions'
                  obligation to make payments to EDS during the original term of
                  this Agreement as required hereby, whether in the form of
                  charges for Services performed hereunder or for payment or
                  reimbursement of taxes, out-of-pockets expenses or
                  pass-through expenses, and EDS' lost profits for such
                  payments) or (ii) the liability of SSP Solutions under Section
                  8.5.

         (e)      DUTY TO MITIGATION. Each Party has a duty to mitigate the
                  damages that would otherwise be recoverable from the other
                  pursuant to this Agreement or any Task Order by taking
                  appropriate and reasonable actions to reduce or limit the
                  amount of such damages.

         (f)      CONTRACTUAL STATUTE OF LIMITATIONS. No claim, demand for
                  mediation or arbitration or cause of action which arose out of
                  an event or events which occurred more than two years prior to
                  the filing of a demand for mediation or arbitration or suit
                  alleging a claim or cause of action may be asserted by either
                  Party against the other.

         (g)      ACKNOWLEDGMENT. The Parties expressly acknowledge that the
                  limitations and exclusions set forth in this Section 11.2 have
                  been the subject of active and complete negotiation between
                  the Parties and represent the Parties' agreement taking into
                  account each Party's level of risk associated with the
                  performance or nonperformance of its obligations under this
                  Agreement and each Task Order and the payments and other
                  benefits to be derived by each Party hereunder and thereunder.
                  The provisions of this Section 11.2 will survive the
                  expiration or termination of this Agreement and each Task
                  Order for any reason.

                           ARTICLE XII. MISCELLANEOUS

12.1     RIGHT TO ENGAGE IN OTHER ACTIVITIES. SSP Solutions acknowledges and
         agrees that EDS may provide information technology services for third
         parties at any EDS facility that EDS may utilize from time to time for
         performing the Services. Subject to the restrictions on the use of data
         and the disclosure of confidential information set forth in Article
         VII, nothing in this Agreement or any Task Order will impair EDS' right
         to acquire, license, market, distribute, develop for itself or others
         or have others develop for EDS similar technology performing the same
         or similar functions as the technology and Services contemplated by
         this Agreement or any Task Order.

12.2     INDEPENDENT CONTRACTORS. The Parties are independent contractors, and
         neither this Agreement nor any Task Order will be construed as
         constituting either Party as partner, joint venturer or fiduciary of
         the other, as creating any other form of legal association that would
         impose liability on one Party for the act or failure to act of the
         other or as providing either Party with the right, power or authority
         (express or implied) to create any duty or obligation of the other.
         Except as otherwise expressly provided in this Agreement or any Task
         Order with respect to the Services covered thereby, each Party has the
         sole right and obligation to supervise, manage, contract, direct,
         procure, perform or cause to be performed all work to be performed by
         it pursuant to this Agreement and each Task Order.

12.3     ENTIRE AGREEMENT; SURVIVAL. This Agreement and each Task Order
         (including any schedules or exhibits referred to herein or therein and
         attached hereto or thereto, each of which is incorporated herein or
         therein, as applicable, by this reference for all purposes) constitute,
         as of the effective date of this Agreement or that Task Order, as
         applicable, the full and complete statement of the agreement of the
         Parties with respect to the subject matter hereof and thereof and
         supersede any previous or contemporaneous agreements, understandings or
         communications, whether written or oral, relating to such subject
         matter. The expiration or termination of this Agreement or any Task
         Order for any reason will not release either Party from any liabilities
         or obligations set forth herein or therein which (a) the Parties have
         expressly agreed will survive any such expiration or

                                       20
<PAGE>
         termination or (b) remain to be performed or by their nature would be
         intended to be applicable following any such expiration or termination.
         Notwithstanding the forgoing, the Alliance Agreement will remain in
         force and full effect pursuant to the terms and conditions of the
         Alliance.

12.4     AMENDMENTS; WAIVER. Changes or modifications to this Agreement or any
         Task Order may not be made orally or through a course of dealing, but
         only by a written amendment or revision signed by the Parties. Any
         terms and conditions varying from this Agreement or any Task Order on
         any order, invoice or other notification from either Party are not
         binding on the other unless specifically accepted in writing by the
         other. Unless otherwise expressly provided in this Agreement or any
         Task Order, neither a delay nor omission by either Party to exercise,
         nor a course of dealing with respect to, any right or power under this
         Agreement or any Task Order will be construed to be a waiver thereof.
         No waiver of any breach of any provision of this Agreement or any Task
         Order will constitute a waiver of any prior, concurrent or subsequent
         breach of the same or any other provision hereof or thereof.

12.5     BINDING NATURE; ASSIGNMENT. This Agreement and each Task Order will be
         binding on the Parties and their successors and permitted assigns (it
         being understood and agreed that nothing contained in this Agreement or
         any Task Order is intended to confer upon any party other than EDS and
         SSP Solutions any rights, benefits or remedies of any kind or character
         whatsoever under or by reason of this Agreement or any Task Order).
         Except as otherwise expressly provided in Section 2.3 and except as
         noted below, neither Party may, nor will it have the power to, assign
         this Agreement and any Task Order, or any part hereof or thereof,
         without the consent of the other, which such consent shall not
         unreasonably be withheld. EDS may assign its rights to SSP Solutions'
         payments under this Agreement and each Task Order, including any
         termination amount payable pursuant to Article X, to a financial
         institution or other third party in connection with any transaction
         entered into to provide financing related to this Agreement or any Task
         Order or the obligations of EDS hereunder or thereunder, and any such
         assignee may further assign its rights hereunder in connection with
         such financing. Parties acknowledge that either of them may become a
         party to one or more transactions in the form of a merger (including a
         re-incorporation merger), consolidation, reorganization, stock sale or
         exchange, sale of all or substantially all of such Party's assets or
         some similar or related transaction, with the result being that the
         affected Party is the surviving entity and by operation of law the
         surviving entity assumes the rights and obligations under this
         Agreement and all Task Orders or, if the affected Party is not the
         surviving entity, the surviving entity continues to conduct the
         business conducted by the affected Party prior to consummation of the
         transaction, including the assumption of the rights and obligations
         under this Agreement and all Task Orders. No such transaction involving
         either Party will be deemed to be an assignment of this Agreement or
         any Task Order requiring the consent of the other, unless (a) in the
         case of EDS being involved in such a transaction, the transaction
         materially and adversely affects EDS' ability to continue to perform
         the Services in accordance with this Agreement or any Task Order or (b)
         in the case of SSP Solutions being involved in such a transaction, the
         transaction (i) materially changes the scope of Services as described
         in this Agreement or any Task Order, (ii) impairs EDS' ability to meet
         the applicable performance criteria, standards or milestones, (iii)
         impacts the cost for EDS to perform its obligations hereunder or
         thereunder or (iv) impairs SSP Solutions ability to meet its financial
         obligations hereunder or thereunder.

12.6     EXPORT REGULATIONS. This Agreement and each Task Order is expressly
         made subject to any United States government laws, regulations, orders
         or other restrictions regarding export from the United States of
         computer hardware, software, technical data or derivatives of such
         hardware, software or technical data. Notwithstanding anything to the
         contrary in this Agreement or any Task Order, SSP Solutions will not
         directly or indirectly export (or re-export) any computer hardware,
         software, technical data or derivatives of such hardware, software or
         technical data, or permit the shipment of same: (a) into (or to a
         national or resident of) Cuba, North Korea, Iran, Iraq, Libya, Syria or
         any other country to which the United States has embargoed goods; (b)
         to anyone on the U.S. Treasury Department's List of Specially
         Designated Nationals, List of Specially Designated Terrorists or List
         of Specially Designated Narcotics Traffickers, or the U.S. Commerce
         Department's Denied Parties List; or (c) to any country or destination
         for which the United States government or a United States governmental
         agency requires an export license or other approval for export without
         first having obtained such license or other approval. Each Party will
         reasonably cooperate with the other and will provide to the other
         promptly

                                       21
<PAGE>
         upon request any end-user certificates, affidavits regarding re-export
         and/or permits required for any payment or any export or import of
         products or services under this Agreement or any Task Order. The
         provisions of this Section 12.6 will survive the expiration or
         termination of this Agreement and each Task Order for any reason.

12.7     APPROVALS AND SIMILAR ACTIONS. Except as otherwise expressly provided
         in this Agreement or any Task Order with respect to the actions to be
         taken thereunder, where agreement, approval, acceptance, consent or
         similar action is required of either Party by any provision of this
         Agreement or any Task Order, such action will not be unreasonably
         withheld or delayed. An approval or consent given by a Party under this
         Agreement or any Task Order will not relieve the other Party from
         responsibility for complying with the requirements of this Agreement or
         any Task Order, nor will it be construed as a waiver of any rights
         under this Agreement or any Task Order, except as and to the extent
         otherwise expressly provided in such approval or consent.

12.8     NOTICES. Except as otherwise expressly provided in this Agreement or a
         Task Order with respect to the notices to be given thereunder, all
         notices under this Agreement and each Task Order 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 in Schedule 12.8. All notices under
         this Agreement and each Task Order that are addressed as provided in
         Schedule 12.8, (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 from time to time
         may change its address or designee for notification purposes by giving
         the other Party notice of the new address or designee and the date upon
         which such change will become effective.

12.9     EXCUSED PERFORMANCE. Neither Party will be deemed to be in default
         under this Agreement or any Task Order, or will be liable to the other,
         for failure to perform any of its non-monetary obligations under this
         Agreement or any Task Order for any period and to the extent that such
         failure results from any event or circumstance beyond that Party's
         reasonable control (each, a "Force Majeure Event"), including acts or
         omissions of the other Party or third parties, natural disasters,
         riots, war, civil disorder, court orders, acts or regulations of
         governmental bodies, labor disputes or failures or fluctuations in
         electrical power, heat, light, air conditioning or telecommunications
         equipment or lines, or other equipment failure, and which it could not
         have prevented by reasonable precautions or could not have remedied by
         the exercise of reasonable efforts, provided that the exercise of such
         reasonable precautions or reasonable efforts will not require the
         incurrence of any additional costs or expense. To the extent that
         disaster recovery services are included in the Services, the foregoing
         will not limit EDS' obligation to provide such services unless they
         also are affected by the Force Majeure Event.


12.10    PUBLIC RELATIONS AND MARKETING REFERENCES. Each Party will coordinate
         with the other regarding any media release, public announcement (such
         as a press release) or similar disclosure relating to this Agreement or
         any Task Order or its subject matter and will give the other Party a
         reasonable opportunity to review and comment on the content of such
         release, announcement or disclosure prior to its release. The Parties
         each acknowledge that the timely issuance of press releases and other
         announcements are of substantial contractual value to SSP Solutions,
         and such expedited processing of such approvals or comments as may be
         required by either EDS and/or SSP Solutions are deemed by the Parties
         to be a material provision of this Agreement. Each Party will use
         commercially reasonable efforts to obtain such internal corporate
         approvals or comments as may be required for such release in a timely
         manner; provided, however, that such approvals or comments do not
         exceed more than fifteen (15) business days from the receipt of written
         requested by a Party for approval or comments from the other Party.
         This provision does not alter the restrictions on the disclosure of
         confidential information set forth in Section 7.4 and, subject to
         Section 7.4 will not be construed so as to delay or restrict either
         Party from disclosing any information required to be disclosed in order
         to comply with any applicable laws, rules or regulations.
         Notwithstanding the foregoing but subject to any applicable laws, rules
         or regulations, each Party will have the right to list the name of the
         other Party, to make general references to the basic nature of the
         relationship between the Parties under this Agreement and to describe
         generally the type of services being provided by EDS to SSP Solutions
         under this Agreement and each Task Order in such Party's

                                       22
<PAGE>
         promotional and marketing materials, in such Party's oral or visual
         presentations to third parties, in interviews conducted by the news
         media or securities analysts and in or through any other available
         media channels, including print, internet, radio, cable and broadcast
         media.


12.11    CONSTRUCTION RULES. The Article and Section headings and table of
         contents used in this Agreement and each Task Order are for convenience
         of reference only and will not enter into the interpretation hereof or
         thereof. As used in this Agreement, unless otherwise expressly provided
         to the contrary, any reference to a "Section", "Article" or "Schedule"
         is a reference to a Section or Article of this Agreement or a Schedule
         attached to this Agreement. As used in this Agreement and each Task
         Order, unless otherwise expressly provided to the contrary, all
         references to days, months or years are references to calendar days,
         months or years. To the extent that the provisions of any Task Order
         and the schedules or exhibits referred to therein or attached thereto
         are inconsistent, to the extent possible such provisions will be
         interpreted so as to make them consistent, and if that is not possible,
         the provisions of the schedules and exhibits will prevail. If any
         provision of this Agreement or any Task Order is held to be invalid,
         illegal or unenforceable, the validity, legality and enforceability of
         the remaining provisions will not in any way be affected or impaired,
         and such provision will be deemed to be restated to reflect the
         original intentions of the Parties as nearly as possible in accordance
         with applicable law. The Parties agree that this Agreement, including
         each outstanding Task Order, is an executory contract as contemplated
         by 11 U.S.C. Section 365. In performing its obligations under this
         Agreement and each Task Order, neither Party will be required to
         undertake any activity that would conflict with the requirements of any
         applicable law, rule, regulation, interpretation, judgment, order or
         injunction of any governmental authority. This Agreement and each Task
         Order may be executed in multiple counterparts, each of which will be
         deemed an original and all of which taken together will constitute one
         instrument. The Parties acknowledge and agree that each has been
         represented by legal counsel of its choice throughout the negotiation
         and drafting of this Agreement, that each has participated in the
         drafting hereof and that this Agreement will not be construed in favor
         of or against either Party solely on the basis of a Party's drafting or
         participation in the drafting of any portion of this Agreement.


12.12    GOVERNING LAW. This Agreement and each Task Order will be governed by
         and construed in accordance with the substantive laws of the State of
         Texas, without giving effect to any choice-of-law rules that may
         require the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement
by their duly authorized representatives as of the Effective Date.


SSP SOLUTIONS INCORPORATED                  ELECTRONIC DATA SYSTEMS
                                            CORPORATION

By: /s/  Marvin Winkler                     By: /s/  Gordon Adams
    --------------------------------           -------------------------------
Name:    Marvin Winkler                     Name:    Gordon Adams
    --------------------------------           -------------------------------
Title:   Chief Executive Officer            Title:   Client Executive
    --------------------------------           -------------------------------
Date:    11/14/01                           Date:    11/16/01
    --------------------------------           -------------------------------

                                            EDS INFORMATION SERVICES L.L.C.

                                            By: /s/  Gordon Adams
                                               -------------------------------
                                            Name:    Gordon Adams
                                               -------------------------------
                                            Title:   Client Executive
                                               -------------------------------
                                            Date:    11/6/01
                                               -------------------------------


                                       23
<PAGE>
                             Schedule of Definitions
<TABLE>
<CAPTION>
Defined Term                                        Location of Definition
<S>                                                 <C>
AAA                                                 Section 9.2

Access                                              Schedule 4.1, Section 2

Aggregate Damages Limit                             Section 11.2(a)

Agreement                                           Introduction

Article                                             Section 12.11

Task Order                                          Section 1.1

Task Order Damages Limit                            Section 11.2(b)

SSP Solutions                                       Introduction

SSP Solutions Data                                  Section 7.1

SSP Solutions Facilities                            Schedule 4.1, Section 1

SSP Solutions Representative                        Section 2.2

Collected Taxes                                     Section 8.5(a)

Dispute                                             Section 9.1

EDS                                                 Introduction

EDS Account Executive                               Section 2.1

Effective Date                                      Section 1.2

Expiration Date                                     Section 1.2

Force Majeure Event                                 Section 12.9

Losses                                              Section 11.1(a)(i)

Party/Parties                                       Introduction

Privacy Laws                                        Section 7.3

Schedule                                            Section 12.11

Section                                             Section 12.11

Services                                            Section 1.1

Software Changes                                    Section 6.1(h)
</TABLE>


                                       24
<PAGE>
                                  SCHEDULE 1.1

                             EXAMPLE TASK ORDER FORM

                                     [Date]


SSP Solutions Incorporation
17861 Cartwright Road
Irvine, California 92614
Attention:  __________________________

Re:      Task Order No. __________

Ladies and Gentlemen:

         This letter ("Task Order No. _______") will confirm the mutual
understanding and agreement of SSP Solutions ("SSP Solutions"), and each of
Electronic Data Systems Corporation, and EDS Information Services L.L.C.
(collectively, "EDS") as to the terms and conditions pursuant to which EDS,
itself and through its direct and indirect wholly-owned subsidiaries, will
perform the Services described in this Task Order No. _______. All references to
EDS in this Task Order No. _______ will be deemed to include all such
subsidiaries, and EDS and SSP Solutions may be referred to in this Task Order
No. _______ individually as a "Party" and together as the "Parties". The terms
and conditions of this Task Order No. _______ are as follows:

1.       This Task Order No. _______ is entered into by the Parties under the
         provisions of that certain Master Services Agreement, dated as of
         ____________________, _______, between each of SSP Solutions, EDS and
         EIS (the "Agreement"), and, except as otherwise provided in this Task
         Order No. _______, all applicable provisions of the Agreement are
         incorporated into this Task Order No. _______ by this reference.

2.       The term of this Task Order No. _______ will commence on
         ____________________, __________, and, unless earlier terminated as
         provided in the Agreement or this Task Order No. _______, will expire
         on ____________________. The term of this Task Order No. _______ may be
         extended by the mutual written agreement of the Parties.

3.       During the term of this Task Order No. _______, EDS will provide to SSP
         Solutions the Services described in the attached Attachment 1.

4.       In connection with the Services provided by EDS under this Task Order
         No. _______, SSP Solutions will provide to EDS the support and
         resources described in the attached Attachment 2.

5.       For the Services provided by EDS under this Task Order No. _______, SSP
         Solutions will pay to EDS the amounts specified in the attached
         Attachment 3. [INSERT A DESCRIPTION OF ALL DELIVERABLES IN ACCORDANCE
         WITH SECTION 1.3 OF THE AGREEMENT, IF APPLICABLE]

6.       The Services provided by EDS under this Task Order No. _______ will be
         subject to the additional provisions set forth in the attached
         Attachment 4. [IN THE EVENT THAT OWNERSHIP OF DEVELOPED DELIVERABLES AS
         DESCRIBED UNDER SECTION 6.4 IS MODIFIED AS DESCRIBED UNDER SECTION 1.3
         PURSUANT TO MUTUAL AGREEMENT BETWEEN THE PARTIES, INSERT THE APPLICABLE
         CHANGES]


7.       The Termination Fee Schedule for this Task Order No. ___ is [INSERT THE
         APPLICABLE NUMBER OR REFERENCE

                                       25
<PAGE>
         SECTION NUMBER]

8.       The amount of the Task Order Damages Limit for this Task Order
         No.-__________ is [INSERT THE APPLICABLE LIMIT].

Please indicate your agreement to the foregoing by signing both copies of this
Task Order No. ________ and returning one fully executed copy to EDS.

                                     Very truly yours,

                                     ELECTRONIC DATA SYSTEMS
                                     CORPORATION

                                     By:
                                          ------------------------------------
                                     Title:
                                          ------------------------------------
                                     Date:
                                          ------------------------------------

                                     EDS INFORMATION SERVICES L.L.C.

                                     By:
                                          ------------------------------------
                                     Title:
                                          ------------------------------------
                                     Date:
                                          ------------------------------------

ACCEPTED AND AGREED TO:

SSP SOLUTIONS INCORPORATED

By:
   ------------------------------------
Title:
   ------------------------------------
Date:
   ------------------------------------


                                       26
<PAGE>
                             EXAMPLE OF ATTACHMENT 1
                                       TO
                             TASK ORDER NO. _______

                                    SERVICES

[[INTENTIONALLY LEFT BLANK; SERVICE DESCRIPTION TO BE ADDED ARE TO BE CONSIDERED
IN THE DEVELOPMENT OF THE TASK ORDER.]


                                       27
<PAGE>
                             EXAMPLE OF ATTACHMENT 2
                                       TO
                             TASK ORDER NO. _______

                               SSP SOLUTIONS' ROLE

[[INTENTIONALLY LEFT BLANK; ROLES AND RESPONSIBILITIES TO BE ADDED ARE TO BE
CONSIDERED IN THE DEVELOPMENT OF THE TASK ORDER.]]


                                       28
<PAGE>
                             EXAMPLE OF ATTACHMENT 3
                                       TO
                             TASK ORDER NO. _______

                                     CHARGES


[INTENTIONALLY LEFT BLANK; SPECIFIC CHARGES TO BE ADDED ARE TO BE CONSIDERED IN
THE DEVELOPMENT OF THE TASK ORDER.]


                                       29
<PAGE>
                             EXAMPLE OF ATTACHMENT 4
                                       TO
                             TASK ORDER NO. _______

                              ADDITIONAL PROVISIONS


[INTENTIONALLY LEFT BLANK; ADDITIONAL PROVISIONS TO BE ADDED ARE TO BE
CONSIDERED IN THE DEVELOPMENT OF THE TASK ORDER.]


                                       30
<PAGE>
                                  SCHEDULE 4.1
                               SSP SOLUTIONS' ROLE

1.       FACILITIES. SSP Solutions will provide to EDS at its headquarters,
         located at 17861 Cartwright Road, Irvine, California 92614, at the
         Effective Date of this Agreement, and/or at any other SSP Solutions
         locations designated in each Task Order (the "SSP Solutions
         Facilities") the following items as required to perform its obligations
         under this Agreement or any Task Order, which will be used by EDS only
         to provide the Services: space, parking, office furnishings, janitorial
         service, computer hardware, computer software, voice communication
         services, data communication services, utilities (including heat and
         air conditioning), office-related equipment (such as telephones, file
         cabinets and desks), supplies, duplicating and facsimile equipment and
         services and premises security services, in each case as are required
         for EDS to perform the Services. SSP Solutions will give EDS access to
         such facilities in the same manner it give access to its own employees,
         and limiting access to prohibited areas accordingly. SSP Solutions will
         provide the SSP Solutions Facilities and items described in this
         Section 1 in a manner such that they (a) are kept free of health and
         safety hazards, (b) comply with and are maintained in compliance with
         all applicable local, state and federal laws, including the Americans
         with Disabilities Act, and (c) meet such operational, environmental and
         safety requirements as are required for EDS to perform the Services.

2.       HARDWARE. SSP Solutions will use commercially reasonable efforts to
         provide to EDS access to such items of SSP Solutions hardware and
         related equipment (including personal computers, terminals, printers,
         remote job entry workstations and similar equipment), as well as
         telecommunications lines and equipment, at the SSP Solutions Facilities
         as EDS reasonably requests in connection with the performance by EDS of
         the Services. Further, with respect to any leased hardware and related
         equipment, SSP Solutions will obtain any consents from its vendors as
         are necessary for EDS to use such hardware and equipment in performing
         the Services. EDS will assist SSP Solutions in determining whether SSP
         Solutions will need to obtain any consents from vendors as contemplated
         by this Section 2. SSP Solutions will be responsible for obtaining any
         such consents and for finding an alternative solution in the event a
         vendor refuses consent. For purposes of this Agreement, "access" means
         the enjoyment of physical and legal use and operation of a specified
         item of property as required for EDS to perform its obligations under
         this Agreement and each Task Order.

3.       SOFTWARE. SSP Solutions will use commercially reasonable efforts to
         provide, or cause to be provided, to EDS the right to access SSP
         Solutions-owned software and software licensed to SSP Solutions or a
         customer of SSP Solutions by a vendor if such is required for EDS to
         perform the Services, but for no other purpose. EDS will assist SSP
         Solutions in determining whether SSP Solutions will need to obtain any
         consents, licenses or other rights from vendors as contemplated by this
         Section 3. SSP Solutions will be responsible for obtaining any such
         consents, licenses or other rights and for finding an alternative
         solution in the event a vendor refuses consent.

4.       INABILITY TO ACCESS. Notwithstanding Sections 2 and 3 of this Schedule
         4.1, if for any reason (including a determination that the costs and
         expenses associated with obtaining consents, licenses or other rights
         or with finding an alternative solution are unreasonable) SSP Solutions
         declines or is unable to provide to EDS the right to access any
         hardware, related equipment or software for any reason, EDS will be
         relieved of those of its obligations under this Agreement and each Task
         Order that are affected by such lack of access rights, and the Parties
         will mutually agree in writing on any appropriate adjustments to this
         Agreement and each affected Task Order, whether with respect to the
         scope of the Services, EDS' charges or otherwise.

5.       PERSONNEL RESOURCES. SSP Solutions will provide and make available to
         EDS appropriate management and technical personnel of SSP Solutions who
         will work with EDS and will perform, on a timely basis, those
         activities referenced in each Task Order, the responsibility for which
         is required therein to be assumed by SSP Solutions. In addition, SSP
         Solutions will cooperate with EDS through making available such
         personnel, management decisions, information, authorizations, approvals
         and acceptances in order that EDS' performance of the Services may be
         properly, timely and efficiently accomplished.


                                       31
<PAGE>
                                  SCHEDULE 8.3
                          ANNUAL ADJUSTMENT TO CHARGES

1.       ADJUSTMENT TO CHARGES. Unless otherwise expressly provided in a Task
         Order with respect to the charges to be paid thereunder, the Parties
         acknowledge and agree to use the Employment Cost Index for Total
         Compensation (not seasonally adjusted), Private Industry Workers,
         White-collar occupations excluding sales, June 1989 = 100 (the "ECI"),
         as the basis for annual adjustments to all charges to be paid by SSP
         Solutions to EDS under each Task Order for those Services listed in
         Section 5 of this Schedule 8.4 (the "ECI Adjustable Charges"). The ECI
         is published by the Bureau of Labor Statistics (the "BLS") of the U.S.
         Department of Labor. For purposes of this Schedule 8.4, the most
         recently published ECI as of any anniversary of the Effective Date is
         the "ECI Current Index", and the "ECI Base Index" is the ECI Current
         Index from the prior anniversary of the Effective Date (or, for the
         first anniversary, the ECI most recently published as of the Effective
         Date). If, on any anniversary of the Effective Date, the ECI Current
         Index is higher than the ECI Base Index, then, effective as of such
         anniversary, an adjustment to the ECI Adjustable Charges will be made
         by increasing the ECI Adjustable Charges by the percentage that the ECI
         Current Index increased from the ECI Base Index. In calculating the
         percentage increase, the Parties agree to round to one decimal place.
         If, on any anniversary of the Effective Date, the ECI Current Index is
         lower than the ECI Base Index, no adjustment to the ECI Adjustable
         Charges will be made. If the period from the ECI Base Index to the ECI
         Current Index is other than 12 months, an adjustment to a full year
         will be made in the manner indicated in the example set forth in
         Section 3 of this Schedule 8.4. If an adjustment is not made on an
         anniversary date for any reason, then the ECI Base Index for the
         following anniversary date will be the same as the ECI Base Index for
         the anniversary date on which no adjustment was made, as indicated in
         the note to the third example set forth in Section 3 of this Schedule
         8.4. The ECI is published quarterly at the end of the month following
         the quarter measured, and the most recently published ECI as of the
         Effective Date was the ECI published on or around October 2001 for the
         quarter ending September 30, 2001. The Parties acknowledge and agree
         that EDS will adjust the ECI Adjustable Charges and will advise SSP
         Solutions of such adjustment in writing so that the new charges will
         amend this Agreement and become effective on the applicable anniversary
         of the Effective Date. If no adjustment is made on an anniversary date
         for any reason, EDS will advise SSP Solutions in writing of such fact.

2.       ADJUSTMENT TO CHARGES EXAMPLE. The following is an example of the
         adjustments described in Section 1 of this Schedule 8.4. The specific
         numbers used in the example are for illustration purposes only and are
         not necessarily reflective of an actual calculation hereunder or the
         actual ECI.

<TABLE>
<S>                                                                          <C>
         Annual Adjustment on First Anniversary Date:
                   Example Charge under this Agreement                                            $1,500.00
                   ECI Current Index                                                                  136.0
                   ECI Base Index (as of Effective Date)                                              129.9
                   Percentage Change                                         (136.0 - 129.9) / 129.9 = 4.7%
                   Charge Increased by (1+ Percentage Change)                        $1,500.00 * (1 + 4.7%)
                   Equals Adjusted Charge                                                         $1,570.50

         Annual Adjustment on Second Anniversary Date:
                   Adjusted Charge as of First Anniversary Date                                   $1,570.50
                   ECI Current Index                                                                  143.2
                   ECI Base Index (as of First Anniversary Date)                                      136.0
                   Percentage Change                                         (143.2 - 136.0) / 136.0 = 5.3%
                   Charge Increased by (1+ Percentage Change)                        $1,570.50 * (1 + 5.3%)
                   Equals Adjusted Charge                                                         $1,653.74

         Annual Adjustment on Third Anniversary Date:
                   Adjusted Charge as of Second Anniversary Date                                  $1,653.74
                   ECI Current Index                                                                  140.9
</TABLE>


                                       32
<PAGE>
<TABLE>
<S>                                                                              <C>
                   ECI Base Index (as of Second Anniversary Date)                                     143.2
                   Percentage Change                                                  No adjustment is made

                   Charge Increased by (1+ Percentage Change)                        $1,653.74 * (1 + 0.0%)
                   Equals Adjusted Charge*                                                        $1,653.74
</TABLE>

         * The ECI Base Index for the fourth anniversary date would be 143.2.

3.       CHANGES TO INDEX. In the event that the BLS should stop publishing the
         ECI or should substantially change the content, format or calculation
         methodology of the ECI, the Parties will substitute another comparable
         measure published by a mutually agreeable source, except as noted
         below. If the change is to redefine the base period for the ECI from
         one period to some other period, the Parties will continue to use the
         index but will use the new base period figures for all future
         adjustments. If the change is to the name of the ECI, the new name will
         be used instead of the old name so long as the numbers previously
         published for the index have not changed. If the change is to the
         publication schedule, the Parties may agree in writing to use a
         different publication schedule and to adjust any partial year to a full
         year, if needed. The adjustment to convert a partial year to a full
         year is shown below.

<TABLE>
<S>                                                                        <C>
                   ECI Current Index as of July 1999                                                  151.0
                   ECI Base Index as of June 1999 - 1                                                 145.2
                   Percentage Change (rounded to 3 decimals)               (151.0 - 145.2) / 145.2 = 3.994%
                   Percent Times 12 Divided # of Months in Period                          3.994% * 12 / 13
                   Equals Percentage Change (rounded to 1 decimal)*                                    3.7%
</TABLE>

                  * This calculation method will be used instead of the
                  Percentage Change calculation shown in Section 2 of this
                  Schedule 8.4 if the period between the ECI Base Index and the
                  ECI Current Index is other than 12 months.


                                       33
<PAGE>
                                  SCHEDULE 12.8
                                     NOTICES
<TABLE>
<CAPTION>
FOR EDS                                                      EDS INFORMATION SERVICES L.L.C.
<S>                                                          <C>
Electronic Data Systems Corporation                          Electronic Information Services L.L.C.
2101 Rosecrans Avenue                                        2101 Rosecrans Avenue
2nd Floor, West Wing                                         2nd Floor, West Wing
El Segundo, California 90245                                 El Segundo, California 90245
ATTN:  Sandra Chereb, Regional Client Delivery Executive     ATTN:  Sandra Chereb, Regional Client Delivery Executive
Telephone #:  (310) 335-7425                                 Telephone #:  (310) 335-7425
Fax #: (310) 335-7414                                        Fax #: (310) 335-7414



COPY TO EDS LEGAL CONTACT

Electronic Data Systems Corporation
5400 Legacy Drive
Mail Stop:  H3-3A-05
Plano, Texas 75024

ATTN: Office of General Counsel, Legal Affairs


FOR SSP SOLUTIONS                                            FOR SSP SOLUTIONS

SSP Solutions Incorporated                                   SSP Solutions Incorporated
17861 Cartwright Road                                        17861 Cartwright Road
Irvine, California 92614                                     Irvine, California 92614
ATTN:  Marvin Winkler                                        ATTN:  Richard Depew
Telephone #:  (949) 851-1085                                 Telephone #:  (949) 851-1085


COPY TO SSP LEGAL CONTACT

SSP Solutions Incorporated
11335 Hollowstone Drive
North Bethesda, MD 20852

ATTN:  Ken Mendelson
Telephone # (301) 816-0555
</TABLE>

                                       34