Validity Indemnification (2002)Full Document 

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VALIDITY INDEMNIFICATION

October 18, 2002

Bay View Funding
2121 S. El Camino Real, Suite B-100
San Mateo, CA 94403-1897
Telephone #294-6600 FAX #638-2552

RE:
SSP Solutions, Inc. ("Seller") and Bay View Funding and any other Co-Buyer or Participant as specified in the Agreements ("Buyer") FACTORING AGREEMENT dated October 18, 2002.

Gentlemen:

The undersigned is the Co-Chief Executive Officer of the Seller. In order to induce you to extend financial accommodations to the Seller pursuant to the Factoring Agreement and other various financing agreements (the "Agreements") with the Seller, the undersigned hereby warrants and represents to you as follows:

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