<PAGE>
                                                                     EXHIBIT 4.1



<TABLE>
<S>                             <C>                     <C>
        NUMBER                      SSP(TM)                            SHARES
     S___________                   / / / /
     COMMON STOCK               SOLUTIONS, INC.                     COMMON STOCK
                                                        SEE REVERSE FOR CERTAIN DEFINITIONS
                                                                 CUSIP 784723 10 8
</TABLE>

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT:



IS THE OWNER OF

       FULLY PAID AND NONASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH
                             OF THE COMMON STOCK OF

   ------------------------------             -------------------------------
---------------------------------SSP SOLUTIONS----------------------------------
   ------------------------------             -------------------------------
hereinafter called the "Corporation", transferable on the books of the
Corporation by the holder hereof in person, or by his duly authorized attorney,
upon the surrender of this Certificate properly endorsed. This Certificate is
not valid until countersigned and registered by the Transfer Agent and
Registrar.
    WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

<TABLE>
<S>                              <C>                             <C>
DATED:
        FEBRUARY 06, 2002          SSP SOLUTIONS, INC.
        10211000180                    CORPORATE
        PLBL                             SEAL
        /s/ KRIS SHAH                    2001                   /s/ MARVIN WINKLER
               SECRETARY               DELAWARE                                   PRESIDENT
                                          *
COUNTERSIGNED AND REGISTERED
                                                                             TRANSFER AGENT
                                                                              AND REGISTRAR

BY

                                                                         AUTHORIZED OFFICER
</TABLE>
<PAGE>
     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.

     The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<Table>
<S>                                                <C>

  TEN COM  - as tenants in common                  UNIF GIFT MIN ACT -   _____________ Custodian _____________
  TEN ENT  - as tenants by the entireties                                    (Cust)                 (Minor)
  JT TEN   - as joint tenants with right                                 under Uniform Gifts to Minors
             of survivorship and not as                                  Act _________________________________
             tenants in common                                                           (State)
                                                   UNIF TRANS MIN ACT -  _____________ Custodian  ____________
                                                                            (Cust)                  (Minor)
                                                                         under Uniform Transfers to Minors
                                                                         Act _________________________________
                                                                                          (State)


</Table>

    Additional abbreviations may also be used though not in the above list

FOR VALUE RECEIVED _____________________________ hereby sell, assign and
transfer unto


 PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________

_______________________________________________________________________________

_______________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)


_______________________________________________________________________________


_______________________________________________________________________________


________________________________________________________________________________
Shares of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.

Dated ____________________________ X ___________________________________________

                                   X____________________________________________
                                   NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                   CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                   FACE OF THIS CERTIFICATE IN EVERY PARTICULAR,
                                   WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                   CHANGE WHATEVER

SIGNATURE(S) GUARANTEED: _______________________________________________________
                         THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION, BANKS, STOCKBROKERS, SAVINGS AND
                         LOAN ASSOCIATIONS, AND CREDIT UNIONS WITH MEMBERSHIP IN
                         AN APPROVED SIGNATURE GUARANTEED MEDALLION PROGRAM
                         PURSUANT TO SEC. RULE 17Ad-15


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST OR STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.




10211E