Exhibit 4.4


      THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
      THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS OPTION AND THE
      COMMON STOCK ISSUABLE UPON EXERCISE OF THIS OPTION MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT AS TO THIS OPTION UNDER SAID ACT AND
      ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO GREENMAN TECHNOLOGIES, INC. THAT SUCH
      REGISTRATION IS NOT REQUIRED.

        Right to Purchase up to 2,413,571 Shares of Common Stock of
                        GreenMan Technologies, Inc.
                 (subject to adjustment as provided herein)

                                     OPTION

No. _________________                                  Issue Date: July 20, 2005

      GREENMAN TECHNOLOGIES, INC., a corporation organized under the laws of the
State of Delaware ("GRN") hereby certifies that, for value received, LAURUS
MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company (as defined herein) from and after
the Issue Date of this Option and at any time or from time to time before 5:00
p.m., New York time, through the close of business July 20, 2015 (the
"Expiration Date"), up to 2,413,571 fully paid and nonassessable shares of
Common Stock (as hereinafter defined), $0.01 par value per share, at the
applicable Exercise Price per share (as defined below). The number and character
of such shares of Common Stock and the applicable Exercise Price per share are
subject to adjustment as provided herein.

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

            (a) The term "Company" shall include GRN and any corporation which
      shall succeed, or assume the obligations of, GRN hereunder.

            (b) The term "Common Stock" includes (i) the Company's Common Stock,
      par value $0.01 per share; and (ii) any other securities into which or for
      which any of the securities described in (a) may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of
      assets or otherwise.

            (c) The term "Other Securities" refers to any stock (other than
      Common Stock) and other securities of the Company or any other person
      (corporate or otherwise) which the holder of the Option at any time shall
      be entitled to receive, or shall have received, on the exercise of the
      Option, in lieu of or in addition to Common Stock, or which at any time
      shall be issuable or shall have been issued in exchange for or in
      replacement of Common Stock or Other Securities pursuant to Section 4 or
      otherwise.

<PAGE>

            (d) The "Exercise Price" applicable under this Option shall be
      $0.01 per share.

      1. Exercise of Option.

            1.1 Number of Shares Issuable upon Exercise. From and after the date
hereof through and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Option in whole or in part, by delivery of an
original or fax copy of an exercise notice in the form attached hereto as
Exhibit A (the "Exercise Notice"), shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

            1.2 Fair Market Value. For purposes hereof, the "Fair Market Value"
of a share of Common Stock as of a particular date (the "Determination Date")
shall mean:

            (a) If the Company's 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.

            (b) If the Company's Common Stock is not traded on the American
      Stock Exchange or another national exchange or on the Nasdaq but is traded
      on the NASD OTC Bulletin Board, then the mean of the average of the
      closing bid and asked prices reported for the last business day
      immediately preceding the Determination Date.

            (c) Except as provided in clause (d) below, if the Company's Common
      Stock is not publicly traded, then as the Holder and the Company agree or
      in the absence of agreement by arbitration in accordance 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.

            (d) 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 the Company's charter, 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, assuming for the purposes of this
      clause (d) that all of the shares of Common Stock then issuable upon
      exercise of the Option are outstanding at the Determination Date.

            1.3 Company Acknowledgment. The Company will, at the time of
the exercise of the Option, upon the request of the holder hereof
acknowledge in writing its continuing obligation to afford to such holder
any rights to which such holder shall continue to be entitled after such
exercise in accordance with the provisions of this Option. If the holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such holder any such
rights.


                                     2
<PAGE>

            1.4 Trustee for Option Holders. In the event that a bank or trust
company shall have been appointed as trustee for the holders of the Option
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) and shall accept, in
its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Option pursuant to this
Section 1.

      2. Procedure for Exercise.

            2.1 Delivery of Stock Certificates, Etc., on Exercise. The Company
agrees that the shares of Common Stock purchased upon exercise of this Option
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of business on the date on which this Option shall have been
surrendered and payment made for such shares in accordance herewith. As soon as
practicable after the exercise of this Option in full or in part, and in any
event within three (3) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

            2.2 Exercise. (a) Payment may be made either (i) in cash or by
certified or official bank check payable to the order of the Company equal to
the applicable aggregate Exercise Price, (ii) by delivery of the Option, or
shares of Common Stock and/or Common Stock receivable upon exercise of the
Option in accordance with Section (b) below, or (iii) by a combination of any of
the foregoing methods, for the number of Common Shares specified in such
Exercise Notice (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Option) and the Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein. (b) Notwithstanding any provisions herein to the contrary, if
the Fair Market Value of one share of Common Stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising
this Option for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Option (or the portion thereof being exercised) by
surrender of this Option at the principal office of the Company together with
the properly endorsed Exercise Notice in which event the Company shall issue to
the Holder a number of shares of Common Stock computed using the following
formula:

       X=Y      (A-B)
               ------
                  A

      Where X = the number of shares of Common Stock to be issued to the Holder


                                     3
<PAGE>

      Y =       the number of shares of Common Stock purchasable under the
                Option or, if only a portion of the Option is being exercised,
                the portion of the Option being exercised (at the date of such
                calculation)

      A =       the Fair Market Value of one share of the Company's Common
                Stock (at the date of such calculation)

      B =       Exercise Price (as adjusted to the date of such calculation)

      3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

            3.1 Reorganization, Consolidation, Merger, Etc. In case at any time
or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Option, on the exercise hereof as provided in Section 1 at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Option, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

            3.2 Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, concurrently with any distributions made to holders of its Common
Stock, shall at its expense deliver or cause to be delivered to the Holder the
stock and other securities and property (including cash, where applicable)
receivable by the Holder of the Option pursuant to Section 3.1, or, if the
Holder shall so instruct the Company, to a bank or trust company specified by
the Holder and having its principal office in New York, NY as trustee for the
Holder of the Option (the "Trustee").

            3.3 Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Option shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Option after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Option as provided in Section 4. In the
event this Option does not continue in full force and effect after the
consummation of the transactions described in this Section 3, then the Company's
securities and property (including cash, where applicable) receivable by the
Holders of the Option will be delivered to Holder or the Trustee as contemplated
by Section 3.2.


                                       4
<PAGE>

      4. Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Exercise Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Exercise Price then in effect. The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the holder of this Option shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be increased to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Exercise Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

      5. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Option, the Company at its expense will promptly cause its Chief
Financial Officer or other appropriate designee to compute such adjustment or
readjustment in accordance with the terms of the Option and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price
and the number of shares of Common Stock to be received upon exercise of this
Option, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Option. The Company will forthwith
mail a copy of each such certificate to the holder of the Option and any Option
agent of the Company (appointed pursuant to Section 11 hereof).

      6. Reservation of Stock, Etc., Issuable on Exercise of Option. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Option, shares of Common Stock (or Other Securities) from
time to time issuable on the exercise of the Option.

      7. Assignment; Exchange of Option. Subject to compliance with applicable
securities laws, this Option, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor") in whole or in
part. On the surrender for exchange of this Option, with the Transferor's
endorsement in the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with evidence reasonably satisfactory to the
Company demonstrating compliance with applicable securities laws, which shall
include, without limitation, the provision of a legal opinion from the
Transferor's counsel (at the Company's expense) that such transfer is exempt
from the registration requirements of applicable securities laws, and with


                                       5
<PAGE>

payment by the Transferor of any applicable transfer taxes) will issue and
deliver to or on the order of the Transferor thereof a new Option of like tenor,
in the name of the Transferor and/or the transferee(s) specified in such
Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Option so surrendered by the Transferor.

      8. Replacement of Option. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Option and,
in the case of any such loss, theft or destruction of this Option, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Option, the Company at its expense will execute and
deliver, in lieu thereof, a new Option of like tenor.

      9. Registration Rights. The Holder of this Option has been granted certain
registration rights by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Purchaser dated as
of even date of this Option.

      10. Maximum Exercise. Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to exercise this Option in connection
with that number of shares of Common Stock which would exceed the difference
between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii)
the number of shares of Common Stock beneficially owned by the Holder. For the
purposes of the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and Regulation
13d-3 thereunder. The limitation described in this Section 10 shall
automatically become null and void following notice to the Company upon the
occurrence and during the continuance beyond any applicable grace period of an
Event of Default under and as defined in that certain Securities Purchase
Agreement dated as of the date hereof among the Holder and the Company (the
"Purchase Agreement"), or upon 90 days prior notice to the Company, except that
at no time shall the number of shares of Common Stock beneficially owned by the
Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding
anything contained herein to the contrary, the number of shares of Common Stock
issuable by the Company and acquirable by the Holder at a price below $0.29 per
share pursuant to the terms of this Option, the Note (as defined in the Purchase
Agreement, the Purchase Agreement, any Related Agreement (as defined in the
Purchase Agreement), any Existing Holder Agreement (as defined below) or
otherwise, shall not exceed an aggregate of 3,843,148 shares of the Company's
Common Stock (subject to appropriate adjustment for stock splits, stock
dividends, or other similar recapitalizations affecting the Common Stock) (the
"Maximum Common Stock Issuance"), unless the issuance of shares hereunder in
excess of the Maximum Common Stock Issuance shall first be approved by the
Company's shareholders. If at any point in time and from time to time the number
of shares of Common Stock issued pursuant to the terms of this Option, the Note,
the Purchase Agreement, any Related Agreement, any Existing Holder Agreement or
otherwise, together with the number of shares of Common Stock that would then be
issuable by the Company to the Holder in the event of a conversion or exercise
pursuant to the terms of this Option, the Note, the Purchase Agreement, any
Related Agreement, any Existing Holder Agreement or otherwise would exceed the
Maximum Common Stock Issuance but for this paragraph, the Company shall promptly


                                       6
<PAGE>

call a shareholders meeting to solicit shareholder approval for the issuance of
the shares of Common Stock hereunder in excess of the Maximum Common Stock
Issuance. The term "Existing Holder Agreements" shall mean each of the
Securities Purchase Agreement, dated as of June 30, 2004 between the Borrower
and the Holder and each Related Agreement referred to therein (each as amended,
modified or supplemented).

      11. Option Agent. The Company may, by written notice to the each Holder of
the Option, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) on the exercise of this Option pursuant to Section 1, exchanging
this Option pursuant to Section 7, and replacing this Option pursuant to Section
8, or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.

      12. Transfer on the Company's Books. Until this Option is transferred on
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

      13. Notices, Etc. All notices and other communications from the Company to
the Holder of this Option shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such Holder or, until any such Holder furnishes to the Company an
address, then to, and at the address of, the last Holder of this Option who has
so furnished an address to the Company.

      14. Miscellaneous. This Option and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Option shall be governed by and construed in accordance with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Option shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York; provided, however, that the Holder may choose to waive
this provision and bring an action outside the state of New York. The
individuals executing this Option on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Option is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Option. The
headings in this Option are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision hereof. The Company acknowledges that legal counsel
participated in the preparation of this Option and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Option to
favor any party against the other party.


                                       7
<PAGE>

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


                                       8
<PAGE>

      IN WITNESS WHEREOF, the Company has executed this Option as of the date
first written above.

                                         GREENMAN TECHNOLOGIES, INC.

WITNESS:
                                         By:     /s/ Robert H. Davis
                                                 ------------------------------
                                         Name:   Robert H. Davis
                                                 ------------------------------
/s/ Charles E. Coppa                     Title:  President / CEO
--------------------------------------           ------------------------------


                                       9
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                    (To Be Signed Only On Exercise Of Option)


TO:   GreenMan Technologies, Inc.


      Attention:  Chief Financial Officer

      The undersigned, pursuant to the provisions set forth in the attached
Option (No.____), hereby irrevocably elects to purchase (check applicable box):

________    ________ shares of the Common Stock covered by such Option; or

________    the maximum number of shares of Common Stock covered by such Option
            pursuant to the cashless exercise procedure set forth in Section 2.

      The undersigned herewith makes payment of the full Exercise Price for such
shares at the price per share provided for in such Option, which is
$___________. Such payment takes the form of (check applicable box or boxes):

________    $__________ in lawful money of the United States; and/or

________    the cancellation of such portion of the attached Option as is
            exercisable for a total of _______ shares of Common Stock (using a
            Fair Market Value of $_______ per share for purposes of this
            calculation); and/or

________    the cancellation of such number of shares of Common Stock as is
            necessary, in accordance with the formula set forth in Section 2.2,
            to exercise this Option with respect to the maximum number of shares
            of Common Stock purchasable pursuant to the cashless exercise
            procedure set forth in Section 2.


      The undersigned requests that the certificates for such shares be issued
in the name of, and delivered to ______________________________________________
whose address is ______________________________________________________________.

      The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Option shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act") or pursuant to an exemption from
registration under the Securities Act.

Dated: ________________________     ___________________________________________
                                     (Signature must conform to name of holder
                                     as specified on the face of the Option)

                                     Address:  _________________________________

                                               _________________________________


                                       A-1
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                    (To Be Signed Only On Transfer Of Option)

      For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Option to purchase the percentage and number of shares
of Common Stock of GreenMan Technologies, Inc. into which the within Option
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
GreenMan Technologies, Inc. with full power of substitution in the premises.

                                                      Percentage      Number
Transferees                 Address                   Transferred   Transferred
-----------                 -------                   -----------   -----------

__________________________  ________________________  ____________  ____________

__________________________  ________________________  ____________  ____________

__________________________  ________________________  ____________  ____________

__________________________  ________________________  ____________  ____________


Dated:   ________________________     __________________________________________
                                      (Signature must conform to name of holder
                                      as specified on the face of the Option)

                                      Address: _________________________________

                                               _________________________________


                                      SIGNED IN THE PRESENCE OF:


                                      __________________________________________
                                                        (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]


______________________________________
               (Name)



                                       B-1