EXHIBIT 4.1
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                              CONSULTING AGREEMENT


     This CONSULTING AGREEMENT (the "Agreement") is entered into this 21st day
of July, 2006 by and between ARIES EQUITY CORP., a New York corporation (the
"Consultant") AND WESTERN POWER & EQUIPMENT CORP., a Delaware corporation having
offices at 6407-B N.E. 117th Avenue, Vancouver, Washington 98662 (the
"Company").

                              W I T N E S S E T H:

     WHEREAS the Company desires to obtain Consultant's non-exclusive consulting
services in connection with the Company's business and financial affairs, and
Consultant is willing to render such services as hereinafter more fully set
forth.

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, the parties agree as follows:


            1.     Definitions. As used herein the following terms, unless the
            context otherwise requires, have the following respective meanings:

            (a)    The term "Company" shall mean Western Power & Equipment
            Corp., a Delaware corporation, and any corporation that shall
            succeed, or assume the obligations of, Western Power & Equipment
            Corp.

            (b)    The term "Common Stock" means the Common Stock, $0.001 par
            value per share of Company.

            (c)    The term Fair Market Value of a share of Common Stock as of a
            particular date (the "Determination Date") shall mean:

                   (i)      If the Common Stock is traded on the American Stock
                   Exchange or another national exchange or is quoted on the
                   National or SmallCap Market of The Nasdaq Stock Market, Inc.
                   ("Nasdaq"), then the closing or last sale price,
                   respectively, reported for the last business day immediately
                   preceding the Determination Date.

                   (ii)     If the Common Stock is not traded on the American
                   Stock Exchange or another national exchange or on the Nasdaq
                   but is quoted on the NASD Over The Counter Bulletin Board,
                   then the mean of closing bid and asked prices reported for
                   the last business day immediately preceding the Determination
                   Date.

                   (iii)    If the Common Stock is not publicly traded, then as
                   the Company and Consultant agree or in the absence of
                   agreement by arbitration in accordance

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                   with the rules then in effect of the American Arbitration
                   Association, before a single arbitrator to be chosen from a
                   panel of persons qualified by education and training to pass
                   on the matter to be decided.

                   (iv)     If the Determination Date is the date of a
                   liquidation, dissolution or winding up, or any event deemed
                   to be a liquidation, dissolution or winding up pursuant to
                   charter of Company, then all amounts to be payable per share
                   to holders of the Common Stock pursuant to the charter in the
                   event of such liquidation, dissolution or winding up, plus
                   all other amounts to be payable per share in respect of the
                   Common Stock in liquidation under the charter.

            2.     Engagement. The Company hereby engages the Consultant to
            advise it on a range of corporate, financial and associated matters
            (collectively, the "Services"). The Services shall be rendered only
            upon the request of the Company and shall consist SOLELY of the
            following:

            a.     Analyze and assess alternatives for the Company, if any, in
                   raising capital, including the use of private and public
                   offerings of the securities of the Company;

            b.     Assisting the Company in establishing relationships with
                   securities broker-dealers and institutional investors for the
                   purposes of obtaining capital for the Company through
                   transactions not involving a public offering;

            c.     Providing the Company with recommendations, review of
                   documents and other advice relating to selection and
                   potential engagement of underwriters, market makers, legal
                   counsel and accountants for the Company; and

            d.     Advise the Company with respect to the Company's shareholder
                   relations; and identify opportunities to the Company, if any,
                   for the Company involving a business combination with an
                   appropriate merger or acquisition candidate;


            3.     Performance.

            a.     The Consultant will use its best efforts to furnish the
                   Services to the Company on a timely basis. The Consultant
                   does not guarantee that it can perform the Services
                   successfully;

            b.     It is understood and agreed that the Services do not include
                   the provision by Consultant of any services to the Company or
                   of any public relations services, advertising services,
                   accounting or auditing services, legal services or services
                   in connection with acting as an underwriter, broker, dealer
                   investment banker, or market maker as to the securities of
                   the Company. In this connection, it is further understood and
                   agreed that the Services do not require or contemplate that
                   the Consultant will raise any capital for or on

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                   behalf of the Company;

            c.     The Consultant shall render the services from a location or
                   locations chosen by the Consultant; and

            d.     The Consultant shall be required to devote only such time as
                   the Consultant deems reasonably necessary in the Consultant's
                   sole discretion to render the Services. Notwithstanding the
                   foregoing, the Consultant shall not be required to devote
                   more than 20 hours in any consecutive thirty-day period in
                   rendering the Services.

            4.     Information. In connection with Consultant's activities
            hereunder, the Company will cooperate with Consultant and furnish
            Consultant upon request with all information regarding the business,
            operations, properties, financial condition, management and
            prospects of the Company (all such information so furnished being
            the "Information") which Consultant deems appropriate and will
            provide Consultant with access to the Company's officers, directors,
            employees, independent accountants and legal counsel. The Company
            represents and warrants to Consultant that it shall use its best
            efforts to make all Information available to Consultant complete and
            correct in all material respects. The Company further represents and
            warrants that it shall use its best efforts to make any projections
            and other forward-looking information provided to Consultant, based
            upon assumptions which, in light of the circumstances under which
            they are made, are to the Company's belief reasonable. The Company
            recognizes and confirms that Consultant: (i) will use and rely
            primarily on the Information and on information available from
            generally recognized public sources in performing the services
            contemplated by this Agreement without having independently verified
            the same; and (ii) does not assume responsibility for the accuracy
            or completeness of the Information and such other information. Any
            advice rendered by Consultant pursuant to this Agreement may not be
            disclosed publicly without Consultant's prior written consent.
            Consultant hereby acknowledges that certain of the Information
            received by Consultant may be confidential and/or proprietary,
            including Information with respect to the Company's technologies,
            products, business plans, marketing, and other Information which
            must be maintained by Consultant as confidential. Consultant agrees
            that it will not disclose such confidential and/or proprietary
            Information.

            5.     Service Term. Except as otherwise provided herein, this
            Agreement shall be effective for a period of one (1) year commencing
            on the date hereof (the "Service Term").

            6.     Suspension of Services and Termination. The Consultant shall
            not be required to render any of the Services during the Service
            Term during any time that the Company has breached any of its
            obligations under this Agreement. Any such breach shall not relieve
            the Company of any of its obligations under this Agreement.

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            7.     Compensation.

            a.     The Company agrees to issue simultaneously with the execution
                   of this Agreement to Consultant for its services hereunder
                   500,000 shares of the Company's Common Stock (the "Shares").
                   The Company agrees that the Shares will not be subject to
                   cancellation if the Agreement is terminated for any reason or
                   by any party during the Service Term.

            8.     Registration Rights. The Consultant acknowledges that the
            Shares are not eligible for inclusion in an S-8 registration
            statement.

            9.     Anti Dilution Protections. The number of Shares will be
            subject to anti-dilution protection for proportional adjustments for
            stock splits, stock dividends, recapitalizations and the like.

            10.    Expenses. Consultant shall be entitled to reimbursement by
            the Company of such reasonable out-of-pocket expenses as Consultant
            may occur in performing services under this Agreement; provided,
            however, that reimbursement of any expenses in excess of $250.00
            shall require the prior consent of the Company.

            11.    Public Disclosure. Any reference to the Consultant or any
            advice, information or other matter pertaining to the Services shall
            not be publicly disclosed or made available to any third parties
            without the prior written consent of the Consultant, unless such
            disclosure is required by law.

            12.    Indemnification.

            a.     The Company hereby agrees to indemnify, defend and hold
                   harmless the Consultant, its affiliates, directors, officers,
                   partners, agents and employees and each other person, if any,
                   controlling the Consultant or any of its affiliates
                   (collectively, the "Consultant Indemnified Parties"), to the
                   full extent lawful, from and against any and all demands,
                   claims, actions or causes of action, assessments, losses,
                   damages, liabilities, costs and expenses, including, without
                   limitation, interest, penalties and attorneys' fees and
                   expenses asserted against, imposed upon or incurred by the
                   Consultant Indemnified Parties resulting from or by reason of
                   a breach of any representation, warranty or covenant
                   contained herein or as a result of any action improperly
                   taken or omitted to be taken as required hereby by the
                   Company, their agents or employees;

            b.     The Consultant hereby agrees to indemnify, defend and hold
                   harmless the Company, to the full extent lawful, from and
                   against any and all demands, claims, actions or causes of
                   action, assessments, losses, damages, liabilities, costs and
                   expenses, including, without limitation, interest, penalties
                   and attorneys' fees and expenses asserted against, imposed
                   upon or incurred by

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                   the Company resulting from or by reason of a breach of any
                   representation, warranty or covenant contained herein or as a
                   result of any action improperly taken or omitted to be taken
                   as required hereby by the Consultant, its agents or
                   employees. The aggregate liability of the Consultant with
                   respect to such indemnification shall be limited to the Fair
                   Market Value of the Shares, determined on the date of
                   execution of this Agreement, transferred to Consultant
                   pursuant to Section 7 hereof;

            c.     No party shall be liable to indemnify any other party to the
                   extent that demands, claims, actions or causes of action,
                   assessments, losses, damages, liabilities, costs or expenses
                   resulted from gross negligence or willful misconduct;

            d.     The rights of indemnification as set forth in this Paragraph
                   12 shall be in addition to any rights that the Consultant
                   Indemnified Parties or the Company or any other person
                   entitled to indemnification may have in law or otherwise,
                   including but not limited to, any right to contribution,
                   provided, however, in no event shall the Consultant be liable
                   or responsible for any amount in excess of the Fair Market
                   Value of the Shares, determined on the date of execution of
                   this Agreement, transferred to Consultant pursuant to Section
                   7 hereof; and

            e.     Any party seeking indemnification ("Indemnitee") shall notify
                   the other party ("Indemnitor") of any claim against
                   Indemnitee within 15 days after it has notice of such claim,
                   but failure to notify Indemnitor shall in no case prejudice
                   the rights of Indemnitee under this Agreement unless
                   Indemnitor shall be prejudiced by such failure and then only
                   to the extent of such prejudice. Should Indemnitor fail to
                   discharge or undertake to defend Indemnitee against such
                   liability (with counsel reasonably approved by Indemnitee),
                   within 10 days after Indemnitee gives Indemnitor written
                   notice of the same, then Indemnitee may settle such claim,
                   and Indemnitor's liability to Indemnitee shall be
                   conclusively established by such settlement, the amount of
                   such liability to include both the settlement consideration
                   and the reasonable costs and expenses, including attorney's
                   fees, incurred by Indemnitee in effecting such settlement.
                   Indemnitee shall have the right to employ its own counsel in
                   any such case, but the fees and expenses of such counsel
                   shall be at the expense of Indemnitee unless: (i) the
                   employment of such counsel and the fees payable thereto shall
                   have been authorized in writing by Indemnitor in connection
                   with the defense of such action, (ii) Indemnitor shall not
                   have employed counsel to direct the defense of such action,
                   or (iii) Indemnitee shall have reasonably concluded that
                   there may be defenses available to it which are different
                   from or additional to those available to Indemnitor which
                   results in a conflict of interest (in which case Indemnitor
                   shall not have the right to direct the defense of such action
                   or of Indemnitee), in any of which events such fees and
                   expenses shall be borne by

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                   Indemnitor.

            13.    Status of Consultant. The Consultant shall be deemed to be an
            independent contractor. The Consultant shall have no authority to,
            and shall not, bind the Company to any agreement or obligation with
            a third party. Nothing in this Agreement shall be construed to
            constitute the parties hereto as partners or joint venturers with
            each other.

            14.    Other Services. The Company acknowledges that Consultant has
            been, and may in the future be, engaged to provide services to other
            companies in the industry in which the Company is involved.
            Additionally, Consultant shall not be required to devote any minimum
            amount of time towards providing services to the Company pursuant to
            this Agreement. Subject to the confidentiality provisions of
            Consultant contained in Section 4 hereof, the Company acknowledges
            and agrees that nothing contained in this Agreement shall limit or
            restrict the right of Consultant or of any member, manager, officer,
            employee, agent or representative of Consultant, to be a member,
            manager, partner, officer, director, employee, agent or
            representative of, investor in, or to engage in, any other business,
            whether or not of a similar nature to the Company's business, nor to
            limit or restrict the right of Consultant to render services of any
            kind to any other corporation, firm, individual or association.
            Consultant may, but shall not be required to, present opportunities
            to the Company.

            15.    Successors and Assigns. The benefits of this Agreement shall
            inure to the parties hereto, their respective successors and assigns
            and to the indemnified parties hereunder and their respective
            successors and assigns, and the obligations and liabilities assumed
            in this Agreement shall be binding upon the parties hereto and their
            respective successors and assigns. Notwithstanding anything
            contained herein to the contrary, neither Consultant nor the Company
            shall assign any of its obligations hereunder without the prior
            written consent of the other party.

            16.    Entire Agreement. This Agreement contains the entire
            understanding of the parties hereto in respect of the subject matter
            contained herein. There are no representations, warranties,
            promises, covenants or undertakings other than those expressly set
            forth herein. All final decisions with respect to consultations or
            services rendered by Consultant pursuant to this Agreement shall be
            those of the Company, and there shall be no liability on the part of
            the Consultant in respect thereof. This Agreement supersedes all
            prior agreements, whether written or oral, between the parties with
            respect to the subject matter hereof.

            17.    Amendments. This Agreement may not be modified or amended
            except in a writing duly executed by the parties hereto.

            18.    Waiver. Any waiver or any breach of any of the terms or
            conditions of this Agreement shall not operate as a waiver of any
            other breach of such terms or conditions or of any other term or
            condition, nor shall any failure to insist upon strict performance
            or to enforce any provision hereof on any one occasion operate as a
            waiver of such provision or of any other provision hereof or a
            waiver of the right to insist upon strict

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            performance or to enforce such provision or any other provision on
            any subsequent occasion. Any waiver must be in writing.

            19.    Headings. The headings contained in this Agreement have been
            inserted for convenience and reference purposes only and shall not
            affect the meaning or interpretation hereof in any manner
            whatsoever.

            20.    Separability. If any of the terms, provisions or conditions
            contained in this Agreement shall be declared to be invalid or void
            in any judicial proceeding, this Agreement shall be honored and
            enforced to the extent of its validity, and those provisions not
            declared invalid shall remain in full force and effect.

            21.    Notices. All notices, requests, demands and other
            communications required or permitted to be given hereunder shall be
            in writing and shall be deemed given when received by the parties at
            the addresses below or to such other address, or the attention of
            such other party, as the parties shall advise the other by notice
            given in conformity herewith.

                   If to the Company:      Western Power & Equipment Corp.
                                           6407-8 NE 117th Avenue
                                           Vancouver, WA  98662
                                           Attn:  Dean McLain, President & CEO


                   If to the Consultant:   Aries Equity Corp.
                                           3167 Wynsum Avenue
                                           Merrick, New York 11566
                                           Attn.: D. Robert Albi, CEO

            or to such other address, or the attention of such other party, as
            the parties shall advise the other by notice given in conformity
            herewith.

            22.    Survival of Representations and Warranties. The
            representations and warranties contained herein shall survive the
            execution of this Agreement and the Service Term.

            23.    Governing Law; Jurisdiction; Waiver of Jury Trial. This
            Agreement shall be governed by and construed in accordance with the
            laws of the State of New York applicable to agreements made and to
            be fully performed therein, without regard to conflicts of law
            principles. The Company irrevocably submits to the exclusive
            jurisdiction of any court of the State of New York or the United
            States District Court for the State of New York for the purpose of
            any suit, action or other proceeding arising out of this Agreement,
            or any of the agreements or transactions contemplated hereby, which
            is brought by or against the Company, and agrees that service of
            process in connection with any such suit, action or proceeding may
            be made upon the

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            Company in accordance with Section 21 hereof. The parties hereby
            expressly waive all rights to trial by jury in any suit, action or
            proceeding arising under this Agreement.

            24.    Counterparts. This Agreement may be executed in counterparts
            each of which shall be deemed an original and all of which together
            shall constitute one and the same agreement.

            25.    Facsimile Signatures. Facsimile signatures on counterparts of
            this Agreement are hereby authorized and shall be acknowledged as if
            such facsimile signatures were an original execution, and this
            agreement shall be deemed as executed when an executed facsimile
            hereof is transmitted by a party to any other party.

            26.    No Third Party Beneficiaries. This Agreement does not create,
            and shall not be construed as creating, any rights enforceable by
            any person or entity not a party hereto, except those entitled to
            the benefits of Section 12. Without limiting the foregoing, the
            Company acknowledges and agrees that Consultant is not being engaged
            as, and shall not be deemed to be, an agent or fiduciary of the
            Company's stockholders or creditors or any other person by virtue of
            this Agreement or the retention of Consultant hereunder, all of
            which are hereby expressly waived.

            27.    Arbitration. Any dispute controversy, difference or claim
            arising between the parties out of, relating to or in connection
            with this Agreement, shall be settled by arbitration in accordance
            with the applicable rules of the American Arbitration Association
            then in effect. Any arbitration hearing shall be held in Nassau
            County, New York. This agreement to arbitrate shall be specifically
            enforceable. The award of the arbitrator(s) shall be final and
            binding, on the parties and judgment upon any such award shall be
            enforceable by the prevailing party before the courts of competent
            jurisdiction of the non-prevailing party's domicile. This provision
            shall survive the termination of this Agreement. In the event one of
            the parties gives the other parties notice of arbitration, the
            parties shall agree upon the arbitrator within thirty days from the
            date of such notice, and if they fail to do so, the arbitrator shall
            be selected by the American Arbitration Association. The reasonable
            compensation and expenses of the arbitration shall be shared equally
            by the parties. In each instance, the decision of the arbitrator
            shall be final and binding.

            28.    Legal Representation. The parties to this Agreement
            acknowledge that they have been advised that they should seek and
            have had the opportunity to seek counsel to review this Agreement
            and to obtain the advice of such counsel relating thereto


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.





ARIES EQUITY CORP.                     WESTERN POWER &
                                       EQUIPMENT CORP.

By: /s/ D. Robert Albi                 By: /s/ Dean McLain
   --------------------------------       --------------------------------
Name: D. Robert Albi, President        Name: Dean Mc Lain, President & CEO

























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