Convertible Bridge Note (2003)Full Document 

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                               SSP SOLUTIONS, INC.
                             CONVERTIBLE BRIDGE NOTE

$_________                                                   _____________, 2003

                                                        Due on Demand only after
                                                               November 30, 2003

         For value received, SSP SOLUTIONS, INC., a Delaware corporation (the
"Company"), hereby promises to pay, on demand on or after November 30, 2003, to
the order of ____________________ (the "Holder"), the principal sum of
_________________ and no/100ths Dollars ($________.00). This Note is one of
several Convertible Bridge Notes, $1,500,000 aggregate principal amount, issued
by the Company pursuant to a Bridge Loan Agreement of even date herewith (the
"Loan Agreement"), and is PARI PASSU with each of such notes.

         1. CONVERSION OF PRINCIPAL AND INTEREST INTO EQUITY. The outstanding
principal amount of this Note, together with all accrued but unpaid interest
hereunder (the "Outstanding Balance"), shall automatically convert into shares
of Series A Preferred Stock upon the closing (the "Closing"), if any, of the
sale of the Company's Series A Preferred Stock to the Holder and to other
investors in accordance with the terms of a securities purchase agreement and
the agreements and documents contemplated thereby, all substantially on the
terms set forth in the Confidential Term Sheet of the Company, dated August 20,
2003, relating to the Series A Preferred Stock of the Company ("Preferred
Shares"); PROVIDED, HOWEVER, that for purposes of determining the number of
Preferred Shares to be received by the Holder upon such conversion, the Holder
shall be deemed to have tendered 110% of the Outstanding Balance as of the
Closing. In consideration for the loan evidenced by this Note, the Holder of
this Note shall receive a Warrant executed by the Company and in the form
attached to the Loan Agreement as EXHIBIT B thereto for the issuance of ________
shares of common stock of the Company.

         2. PAYMENT OF INTEREST AND PRINCIPAL. This Note will bear interest at a
rate of 10% per annum. Accrued interest on this Note shall be due and payable
monthly on the last day of each calendar month beginning November 30, 2003 (the
"Outside Date"), or upon conversion or demand. If the Closing does not occur by
the Outside Date, the full outstanding principal amount of this Note, together
with all amounts of accrued but unpaid interest hereunder, shall be payable on

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