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                                                                     EXHIBIT 4.3



                           WESTERN POWER & EQUIPMENT CORP.
                  1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


1.  PURPOSES.

    The 1995 Stock Option Plan for Non-Employee Directors (the "Plan") is
established to attract, retain and compensate highly qualified individuals who
are not employees of Western Power & Equipment Corp.(the "Company") for service
as members of the Board of Directors ("Non-Employee Directors") and to provide
them with an ownership Interest in the Company's common stock (the "Common
Stock").  The Plan will be beneficial to the Company and its stockholders by
allowing these Non-Employee Directors to have a personal financial stake in the
Company through an ownership interest in the Company's common stock, in addition
to underscoring their common interest with stockholders in increasing the value
of the Company's stock over the long term.

2.  EFFECTIVE DATE.

    The Plan shall be effective as of the date it is adopted by the Board of
Directors of the Company, subject to the approval of the Plan by the holders of
at least a majority of the outstanding shares of Company common stock present,
or represented, and entitled to vote at the 1996 Annual Meeting of Stockholders.
Grants of options may be made under the Plan on and after its effective date,
subject to stockholder approval of the Plan as provided above.  In the event
such approval is not obtained, any options granted under the Plan shall be null
and void.

3.  ADMINISTRATION OF THE PLAN.

    The Plan shall be administered by a committee appointed by the Board of
Directors and consisting of Directors who are not eligible to participate in the
Plan (the "Committee"), or by the full Board of Directors in the event that a
Committee has not been appointed (in the event that a Committee has not been
appointed, any action hereunder to be taken by the Committee shall be taken by
the Board of Directors).  Subject to the provisions of the Plan, the Committee
shall be authorized to interpret the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; PROVIDED, HOWEVER,
that the Committee shall have no discretion with respect to the eligibility or
Election of Non-Employee Directors to receive options under the Plan, the number
of shares of stock subject to any such options or the Plan, or the purchase
price thereunder; and PROVIDED FURTHER, that the Committee shall not have the
authority to take any action or make any determination that would materially
increase the benefits accruing to participants under the Plan.  The Committee's
interpretation of the Plan, and all actions taken and determinations made by the
Committee pursuant to the powers vested in it hereunder, shall be conclusive and
binding upon all parties concerned including the Company, its stockholders and
persons granted options under the Plan.  The Chairman of the Board and Chief
Executive Officer of the Company, or any other officer of the Company as
designated by the Committee, shall


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be authorized to implement the Plan in accordance with its terms and to take or
cause to be taken such actions of a ministerial nature as shall be necessary to
effectuate the intent and purposes thereof.

4.  PARTICIPATION IN THE PLAN.

    All active members of the Company's Board of Directors who are not as of
the date of any option grant employees of the Company or any of its subsidiaries
or affiliates shall be eligible to participate in the Plan.  Directors emeritus
shall not be eligible to participate.

5.  NON-QUALIFIED STOCK OPTIONS.

    Only non-qualified stock options ("Options") may be granted under this
Plan.

6.  TERMS, CONDITIONS AND FORM OF OPTIONS.

    (A)  OPTION GRANT DATES.  Options to purchase Two Thousand Five Hundred
(2,500) shares of Common Stock (as adjusted pursuant to Section 8) shall be
automatically granted to each eligible Non-Employee Director on February 1, 1996
and on an annual basis to each eligible Non-Employee Director on each August 1
thereafter (or the first succeeding business day thereafter of which the Common
Stock is traded on the principal securities exchange on which it is listed).

    (B)  EXERCISE PRICE.  The exercise price per share of Common Stock for
which each option is exercisable shall be 100% of the fair market value per
share of Common Stock on the date the Option is granted, which shall be the
average of the closing bid and asked prices of the stock (or the closing sale
price of the stock if traded on a national securities exchange) as generally
reported for the principal securities exchange on which the Company's Common
Stock is listed.

    (C)  EXERCISABILITY AND TERM OF OPTIONS.  Each Option granted under the
Plan shall become fully exercisable on the date of grant.  Each Option granted
under the Plan shall expire five years from the date of grant, and shall he
subject to earlier termination as hereinafter provided.

    (D)  TERMINATION OF SERVICE.  In the event of the termination of service on
the Board by the holder of any Option, other than by reason of mandatory
retirement, permanent disability or death as set forth in paragraph (e) hereof,
the then outstanding Options of such holder shall be exercisable only to the
extent that they were exercisable on the date of such termination and shall
expire three months after such termination, or on their stated expiration date,
whichever occurs first.


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    (E)  RETIREMENT, DISABILITY OR DEATH.  In the event of termination of
service by reason of mandatory retirement pursuant to Board policy or permanent
disability of the holder of any Option, each of the then outstanding Options of
such holder will continue to become exercisable in accordance with Section 6(c)
above, but the holder shall be entitled to exercise such Options, including any
portions thereof that become exercisable after such termination, within three
years of such termination, but in no event, after the expiration date of the
Option.  In the event of the death of the holder of any Option, each of the then
outstanding Options of such holder shall become immediately exercisable in full,
and shall be exercisable by the holder's legal representative at any time within
a period of three years after death, but in no event after the expiration date
of the Option.  However, if the holder dies within two years following
termination of service on the Board by reason of mandatory retirement or
permanent disability, such option shall be exercisable only until (x) the later
of (i) one year after the holder's death or (ii) two years after such
termination, or (y) the expiration date of the Option, if earlier.

    (F)  PAYMENT.  The option price shall be paid in cash (whether or not such
cash is loaned by the Company to the participant for such purpose) or by the
surrender of shares of Common Stock of the Company, valued at their fair market
value on the date of exercise, or by any combination of cash and such shares.

7.  SHARES OF STOCK SUBJECT TO THE PLAN.

    The shares that may be purchased pursuant to Options under the Plan shall
not exceed an aggregate of 50,000 shares of Company Common Stock (as adjusted
pursuant to Section 8).  Any shares subject to an Option grant which for any
reason expires or is terminated unexercised as to such shares shall again be
available for issuance under the Plan.

8.   DILUTION AND OTHER ADJUSTMENT.

    In the event of any change in the outstanding shares of Company Common
Stock by reason of any stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, such equitable adjustment shall be made in the Plan and the grants
thereunder, including the exercise price of outstanding Options, as the
Committee determines are necessary or appropriate, including, if necessary, any
adjustments in the maximum number of shares referred to in Section 7 of the
Plan.  Such adjustment shall be conclusive and binding for all purposes of the
Plan.

9.  MISCELLANEOUS PROVISIONS.

    (A)  RIGHTS AS STOCKHOLDER.  A participant under the Plan shall have no
rights as a holder of Company Common Stock with respect to Option grants
hereunder, unless and until certificates for shares of such Common Stock are
issued to the participant.


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    (B)  ASSIGNMENT OR TRANSFER.  No Options granted under the Plan or any
rights or interests therein shall be assignable or transferable by a participant
except by will or the laws of descent and distribution.  During the lifetime of
a participant, Options granted hereunder are exercisable only by, and payable
only to, the participant.

    (C)  AGREEMENTS.  All Options granted under the Plan shall be evidenced by
agreements or certificates in such form and containing such terms and conditions
(not inconsistent with the Plan) as the Committee shall adopt.

    (D)  COMPLIANCE WITH LEGAL REGULATIONS.  During the term of the Plan and
the term of any Options granted under the Plan, the Company shall at all times
reserve and keep available such number of shares as may be issuable under the
Plan, and shall seek to obtain from any regulatory body having jurisdiction,
including the Office of the Secretary of State of the State of Georgia, any
requisite authority required in the opinion of counsel for the Company in order
to grant Options to purchase Shares of Company Common Stock or to issue such
stock pursuant thereto.  If in the opinion of counsel for the Company the
transfer, issue or sale of any shares of its stock under the Plan shall not be
lawful for any reason, including the inability of the Company to obtain from any
regulatory body having jurisdiction authority deemed by such counsel to be
necessary to such transfer, issuance or sale, the Company shall not be obligated
to transfer, issue or sell any such shares.  In any event, the Company shall not
be obligated to transfer, issue or sell any shares to any participant unless a
registration statement which complies with the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), is in effect at the time with
respect to such shares or other appropriate action has been taken under and
pursuant to the terms and provisions of the Securities Act, or the Company
receives evidence satisfactory to the Committee that the transfer, issuance or
sale of such shares, in the absence of an effective registration statement or
other appropriate action, would not constitute a violation of the terms and
provisions of the Securities Act.  The Company's obligation to issue shares upon
the exercise of any Option granted under the Plan shall in any case be subject
to the Company being satisfied that the shares purchased are being purchased for
investment and not with a view to the distribution thereof, if at the time of
such exercise a result of such issuance of shares would otherwise violate the
Securities Act in the absence of an effective registration statement relating to
such shares.

    (C)  COSTS AND EXPENSES.  The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any Option or to any 
Non-Employee Director receiving an Option.


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10. AMENDMENT AND TERMINATION OF THE PLAN.

    (A)  AMENDMENT.  The Committee may from time to time amend the Plan in
whole or in part; PROVIDED, that no such action shall adversely affect any
rights or obligations with respect to any Options theretofore granted under the
Plan, AND PROVIDED FURTHER, that the provisions of Sections 4 and 6 hereof may
not he amended more than once every six months, other than to comport with a
change in the Internal Revenue Code or regulations thereunder.

    Unless the holders of at least a majority of the outstanding shares of
Company Common Stock present, or represented, and entitled to vote at a meeting
of stockholders shall have first approved thereof, no amendment of the Plan
shall be effective which would (i) increase the maximum number of shares
referred to in Section 7 of the Plan or the number of shares subject to Options
that may be granted pursuant to section 6(a) of the Plan to any one Non-Employee
Director or (ii) extend the maximum period during which Options may be granted
under the Plan.

    With the consent of the Non-Employee Director affected, the Committee may
amend outstanding agreements or certificates evidencing Options under the Plan
in a manner not inconsistent with the terms of the Plan.

    (B)  TERMINATION.  The Committee may terminate the Plan (but not any
Options theretofore granted under the Plan) at any time.  The Plan (but not any
Options theretofore granted under the Plan) shall in any event terminate on, and
no Options shall be granted after, September 1, 2005.

11. COMPLIANCE WITH SEC REGULATIONS.

    It is the Company's intent that the Plan comply in all respects with Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any related regulations.  If any provision of this Plan is later
found not to be in compliance with such Rule and regulations, the provision
shall be deemed null and void.  All grants and exercises of Options under this
Plan shall be executed in accordance with the requirements of Section 16 of the
Exchange Act and regulations promulgated thereunder.

12. GOVERNING LAW.

    The validity and construction of the Plan and any agreements entered into
thereunder shall he governed by the laws of the State of Delaware.


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