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AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

BY AND AMONG

WESTERN POWER & EQUIPMENT CORP.,

E-MOBILE, INC.,

AND

E-MOBILE HOLDINGS, INC.

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DATED AS OF NOVEMBER 1, 2000

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TABLE OF CONTENTS

|                                                             |                                                                                                | Page
|------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- | ----
|ARTICLE I. THE MERGERS                                       |                                                                                                |     
|                                                             | SECTION 1.1. Certificate of Incorporation and Bylaws of Parent                                 |     
|                                                             | SECTION 1.2. The Western Power Merger                                                          |     
|                                                             | SECTION 1.3. The E-Mobile Merger                                                               |     
|                                                             | SECTION 1.4. Effective Time of the Mergers                                                     |     
|                                                             | SECTION 1.5. Closing                                                                           |     
|                                                             | SECTION 1.6. Effect of the Mergers                                                             |     
|                                                             | SECTION 1.7. Articles or Certificate of Incorporation and Bylaws of the Surviving Corporations |     
|                                                             | SECTION 1.8. Directors and Officers of the Surviving Corporations                              |     
|ARTICLE II. CONVERSION OF SECURITIES                         |                                                                                                |     
|                                                             | SECTION 2.1. Conversion of Western Power Capital Stock                                         |     
|                                                             | SECTION 2.2. Conversion of E-Mobile Capital Stock                                              |     
|                                                             | SECTION 2.3. Cancellation of Parent Common Stock                                               |     
|                                                             | SECTION 2.4. Exchange of Certificates                                                          |     
|                                                             | SECTION 2.5. Dissenting Shares                                                                 |     
|ARTICLE III. REPRESENTATIONS AND WARRANTIES OF WESTERN POWER |                                                                                                |     
|                                                             | SECTION 3.1. Organization of Western Power                                                     |     
|                                                             | SECTION 3.2. Western Power Capital Structure                                                   |     
|                                                             | SECTION 3.3. Authority; No Conflict; Required Filings and Consents                             |     
|                                                             | SECTION 3.4. SEC Filings                                                                       |     
|                                                             | SECTION 3.5. No Liabilities                                                                    |     
|                                                             | SECTION 3.6. Taxes                                                                             |     
|                                                             | SECTION 3.7. Litigation                                                                        |     
|                                                             | SECTION 3.8. Employment and Consulting Relationships                                           |     
|                                                             | SECTION 3.9. Accounting and Tax Matters                                                        |     
|                                                             | SECTION 3.10. Registration Statement; Joint Proxy Statement/Prospectus                         |     
|                                                             | SECTION 3.11. No Existing Discussions                                                          |     
|                                                             | SECTION 3.12. Section 203 of the DGCL Not Applicable                                           |     
|                                                             | SECTION 3.13. Complete Disclosure                                                              |     
|                                                             | SECTION 3.14. No Defense                                                                       |     
|ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF E-MOBILE       |                                                                                                |     
|                                                             | SECTION 4.1. Organization of E-Mobile                                                          |     
|                                                             | SECTION 4.2. E-Mobile Capital Structure                                                        |     
|                                                             | SECTION 4.3. Authority; No Conflict; Required Filings and Consents                             |     
|                                                             | SECTION 4.4. Business Plan                                                                     |     
|                                                             | SECTION 4.5. Financial Statements                                                              |     
|                                                             | SECTION 4.6. Licenses and Permits                                                              |     
|                                                             | SECTION 4.7. Leases                                                                            |     
|                                                             | SECTION 4.8. Property                                                                          |     
|                                                             | SECTION 4.9. Contracts                                                                         |     
|                                                             | SECTION 4.10. No Undisclosed Liabilities                                                       |     
|                                                             | SECTION 4.11. Guarantor of Payment                                                             |     
|                                                             | SECTION 4.12. Absence of Certain Changes or Events                                             |     

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|                                       | SECTION 4.13. Taxes                                                      |  | 16
|-------------------------------------- | ------------------------------------------------------------------------ |  | --
|                                       | SECTION 4.14. Intellectual Property                                      |  | 16
|                                       | SECTION 4.15. Agreements, Contracts and Commitments                      |  | 16
|                                       | SECTION 4.16. Litigation                                                 |  | 17
|                                       | SECTION 4.17. Environmental Matters                                      |  | 17
|                                       | SECTION 4.18. Employment and Consulting Relationships                    |  | 17
|                                       | SECTION 4.19. Compliance With Laws                                       |  | 17
|                                       | SECTION 4.20. Accounting and Tax Matters                                 |  | 18
|                                       | SECTION 4.21. Registration Statement; Joint Proxy Statement/Prospectus   |  | 18
|                                       | SECTION 4.22. Labor Matters                                              |  | 18
|                                       | SECTION 4.23. Insurance                                                  |  | 18
|                                       | SECTION 4.24. No Existing Discussions                                    |  | 18
|                                       | SECTION 4.25. Section 203 of the DGCL Not Applicable                     |  | 19
|                                       | SECTION 4.26. Complete Disclosure                                        |  | 19
|                                       | SECTION 4.27. No Defense                                                 |  | 19
|ARTICLE V. COVENANTS                   |                                                                          | 
|                                       | SECTION 5.1. Conduct of Business                                         |  | 19
|                                       | SECTION 5.2. Cooperation; Notice; Cure                                   |  | 21
|                                       | SECTION 5.3. No Solicitation                                             |  | 21
|                                       | SECTION 5.4. Joint Proxy Statement/Prospectus; Registration Statement    |  | 21
|                                       | SECTION 5.5. Nasdaq Quotation                                            |  | 22
|                                       | SECTION 5.6. Access to Information                                       |  | 22
|                                       | SECTION 5.7. Stockholders Meetings                                       |  | 22
|                                       | SECTION 5.8. Legal Conditions to Merger                                  |  | 22
|                                       | SECTION 5.9. Public Disclosure                                           |  | 23
|                                       | SECTION 5.10. Tax-Free Transfer                                          |  | 23
|                                       | SECTION 5.11. Affiliate Agreements                                       |  | 23
|                                       | SECTION 5.12. Nasdaq Quotation                                           |  | 23
|                                       | SECTION 5.13. Stock Plans                                                |  | 24
|                                       | SECTION 5.14. Brokers or Finders                                         |  | 24
|                                       | SECTION 5.15. Private Placements                                         |  | 25
|                                       | SECTION 5.16. Sale of Western Power Assets                               |  | 25
|                                       | SECTION 5.17. Post-Merger Parent Corporate Governance                    |  | 25
|                                       | SECTION 5.18. Confidentiality Agreements and Restrictive Covenants       |  | 25
|                                       | SECTION 5.19. Lock-Up                                                    |  | 26
|ARTICLE VI. CONDITIONS TO MERGER       |                                                                          | 
|                                       | SECTION 6.1. Conditions to Each Party's Obligation to Effect the Mergers |  | 26
|                                       | SECTION 6.2. Additional Conditions to Obligations of Western Power       |  | 27
|                                       | SECTION 6.3. Additional Conditions to Obligations of E-Mobile            |  | 28
|ARTICLE VII. TERMINATION AND AMENDMENT |                                                                          | 
|                                       | SECTION 7.1. Termination                                                 |  | 29
|                                       | SECTION 7.2. Effect of Termination                                       |  | 29
|                                       | SECTION 7.3. Fees and Expenses                                           |  | 30
|                                       | SECTION 7.4. Amendment                                                   |  | 30
|                                       | SECTION 7.5. Extension; Waiver                                           |  | 30

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|                            |                                                                      | 
|--------------------------- | -------------------------------------------------------------------- | 
|ARTICLE VIII. MISCELLANEOUS |                                                                      | 
|                            | SECTION 8.1. Survival of Representations, Warranties and Agreements. | 
|                            | SECTION 8.2. Notices                                                 | 
|                            | SECTION 8.3. Indemnification                                         | 
|                            | SECTION 8.4. Interpretation                                          | 
|                            | SECTION 8.5. Counterparts                                            | 
|                            | SECTION 8.6. Entire Agreement; No Third Party Beneficiaries          | 
|                            | SECTION 8.7. Governing Law                                           | 
|                            | SECTION 8.8. Assignment                                              | 

EXHIBITS

|Exhibit A |  |  |  | Certificate of Incorporation of Parent   
|--------- |  | - |  | -----------------------------------------
|Exhibit B |  |  |  | Bylaws of Parent                         
|Exhibit C |  |  |  | Form of Affiliate Agreement              
|Exhibit D |  |  |  | Form of Parent Stock Plan                
|Exhibit E |  |  |  | List of Management Purchasers            
|Exhibit F |  |  |  | Form of Asset Purchase and Sale Agreement
|Exhibit G |  |  |  | Western Power Disclosure Schedule        
|Exhibit H |  |  |  | E-Mobile Disclosure Schedule             
|Exhibit I |  |  |  | E-Mobile Business Plan                   
|Exhibit J |  |  |  | Indemnification Letter                   
|Exhibit K |  |  |  | Lock-Up Agreement                        

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TABLE OF DEFINED TERMS

|Terms                                |  | Cross Reference
in Agreement
|------------------------------------ |  | ----------------------------
|Acquisition Proposal                 |  | Section 5.3(a)              
|Additional Placement                 |  | Section 5.15(b)             
|Affiliate                            |  | Section 5.11                
|Affiliate Agreement                  |  | Section 5.11                
|Aggregate Western Power Share Number |  | Section 2.4(k)(ii)          
|Aggregate Western Power Shares       |  | Section 2.4(k)(i)           
|Agreement                            |  | Preamble                    
|Asset Purchase and Sale Agreement    |  | Section 5.16(a)             
|Bank                                 |  | Section 3.3(a)              
|Bank Consent Agreement               |  | Section 3.3(a)              
|Bankruptcy and Equity Exception      |  | Section 3.3(a)              
|Business Plan                        |  | Section 4.4                 
|Case Consent Agreement               |  | Section 3.3(a)              
|Certificates                         |  | Section 2.4(b)              
|Claim Notice                         |  | Section 8.3(c)              
|Closing                              |  | Section 1.5                 
|Closing Date                         |  | Section 1.5                 
|Code                                 |  | Preamble                    
|DGCL                                 |  | Section 1.2                 
|Dissenting Shares                    |  | Section 2.5                 
|E-Mobile                             |  | Preamble                    
|E-Mobile Certificate of Merger       |  | Section 1.4(b)              
|E-Mobile Common Stock                |  | Section 1.3                 
|E-Mobile Director                    |  | Section 5.17(a)             
|E-Mobile Disclosure Schedule         |  | ARTICLE IV                  
|E-Mobile Exchange Ratio              |  | Section 2.2(c)              
|E-Mobile Lock-Up Obligation          |  | Section 5.19(b)             
|E-Mobile Lock-Up Period              |  | Section 5.19(b)             
|E-Mobile Material Contracts          |  | Section 4.15                
|E-Mobile Merger                      |  | Section 1.3                 
|E-Mobile Stock Option                |  | Section 2.2(d)              
|E-Mobile Stock Plans                 |  | Section 4.2(a)              
|E-Mobile Stockholders' Meeting       |  | Section 3.10                
|E-Mobile Surviving Corporation       |  | Section 1.6                 
|Effective Time                       |  | Section 1.4(c)              
|Employee Benefit Plan                |  | Section 3.8(a)              
|Environmental Liabilities            |  | Section 8.3                 
|ERISA                                |  | Section 3.8(a)              
|Exchange Act                         |  | Section 3.3(c)              
|Exchange Agent                       |  | Section 2.4(a)              
|Exchange Fund                        |  | Section 2.4(a)              
|Extension Date                       |  | Section 7.1(b)              
|GAAP                                 |  | Section 4.5                 
|Governmental Entity                  |  | Section 3.3(c)              
|Hazardous Materials Release          |  | Section 8.3                 
|Indemnified Parties                  |  | Section 8.3(a)              
|Indemnifying Party                   |  | Section 8.3(c)              

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|IRS                                 |  | Section 3.7(b)     
|----------------------------------- |  | -------------------
|Joint Proxy Statement/Prospectus    |  | Section 3.10       
|Lock-Up Obligation                  |  | Section 5.19(c)    
|Management Purchasers               |  | Section 5.16(a)    
|Material Adverse Effect             |  | Section 4.1        
|Mergers                             |  | Section 1.3        
|Merger Sub 1                        |  | Section 1.2        
|Merger Sub 2                        |  | Section 1.3        
|Order                               |  | Section 5.8(b)     
|Outside Date                        |  | Section 7.1(b)     
|Parent                              |  | Preamble           
|Parent Common Stock                 |  | Section 1.2        
|Parent Material Adverse Effect      |  | Section 6.1(e)     
|Parent Stock Plan                   |  | Section 5.13(e)    
|Private Placement                   |  | Section 5.15(a)    
|Registration Statement              |  | Section 3.10       
|Rule 145                            |  | Section 5.11       
|SEC                                 |  | Section 3.3(c)     
|Securities Act                      |  | Section 3.3(c)     
|Subsidiary                          |  | Section 3.1        
|Surviving Corporations              |  | Section 1.6        
|Tax                                 |  | Section 3.6(a)     
|Taxes                               |  | Section 3.6(a)     
|Transaction Documents               |  | Section 3.3(a)     
|Western Power                       |  | Preamble           
|Western Power Asset Sale            |  | Section 5.16(a)    
|Western Power Certificate of Merger |  | Section 1.4(a)     
|Western Power Common Stock          |  | Section 1.2        
|Western Power Director              |  | Section 5.17(a)    
|Western Power Disclosure Schedule   |  | ARTICLE III        
|Western Power Exchange Ratio        |  | Section 2.4(k)(iii)
|Western Power Lock-Up Obligation    |  | Section 5.19(a)    
|Western Power Lock-Up Period        |  | Section 5.19(a)    
|Western Power Merger                |  | Section 1.2        
|Western Power SEC Reports           |  | Section 3.4        
|Western Power Stock Option          |  | Section 2.1(d)     
|Western Power Stock Plans           |  | Section 3.2(a)     
|Western Power Stockholders' Meeting |  | Section 3.10       
|Western Power Surviving Corporation |  | Section 1.6        

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AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), dated as of November 1, 2000, by and among WESTERN POWER & EQUIPMENT CORP., a Delaware
corporation ("Western Power"), E-MOBILE, INC., a Delaware corporation ("E-Mobile"), and E-MOBILE HOLDINGS, INC., a newly-formed Delaware corporation, one-half of the issued and outstanding capital
stock of which is owned by each of Western Power and E-Mobile ("Parent").

WHEREAS,
the Boards of Directors of Western Power and E-Mobile deem it advisable and in the best interests of each corporation and its respective stockholders that Western Power and
E-Mobile combine in order to advance the long-term business interests of Western Power and E-Mobile;

WHEREAS,
the combination of Western Power and E-Mobile shall be effected by the terms of this Agreement through (i) a merger of a wholly-owned subsidiary of Parent with and into
Western Power and (ii) a merger of another wholly-owned subsidiary of Parent with and into E-Mobile such that Western Power and E-Mobile become wholly-owned subsidiaries of Parent and the stockholders
of Western Power and E-Mobile become stockholders of Parent;

WHEREAS,
for Federal income tax purposes, it is intended that (i) the Western Power Merger (as defined in Section 1.2) shall, taken together with the E-Mobile Merger (as defined in
Section 1.3), qualify as a transfer of property to Parent by holders of Western Power Common Stock (as defined in Section 1.2) described in Section 351 of the Internal Revenue Code of 1986, as amended
(the "Code"), and (ii) the E-Mobile Merger shall, taken together with the Western Power Merger, qualify as a transfer of property to Parent by holders of E-Mobile Common Stock (as defined in Section
1.3) described in Section 351 of the Code; and

WHEREAS,
the Boards of Directors of Western Power and E-Mobile have approved this Agreement and each of the Transaction Documents to which its company is a party (as defined in
Section 3.3).

NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties agree as follows:

ARTICLE I.       THE MERGERS

SECTION
1.1.Certificate of Incorporation and Bylaws of Parent.The Certificate of Incorporation and
Bylaws of Parent shall, at the Effective Time (as defined in Section 1.4), be in the form of Exhibit A and Exhibit B attached hereto, respectively. From the date hereof until the Effective Time, the
Parent will not take any action inconsistent with the provisions of this Agreement without the written consent of both Western Power and E-Mobile.

SECTION
1.2.The Western Power Merger.Western Power and E-Mobile shall cause Parent to form a
wholly-owned subsidiary named Western Power Acquisition Corp. ("Merger Sub 1") under the laws of the State of Delaware. Western Power and E-Mobile shall cause Parent to cause Merger Sub 1 to execute
and deliver a written document agreeing to be bound by the terms and conditions of this Agreement. Upon the terms and subject to the provisions of this Agreement, and in accordance with the Delaware
General Corporation Law (the "DGCL"), Merger Sub 1 will merge with and into Western Power (the "Western Power Merger") at the Effective Time, and each outstanding share of Common Stock, par value
$.001 per share, of Western Power ("Western Power Common Stock") shall be converted into that number of shares of common stock, par value $.000001 per share, of Parent (the "Parent Common Stock") (as
described in Section 2.1(c)) equal to the Exchange Ratio (as defined in Section 2.4(k)(iii) below). Merger Sub 1 will be formed solely to facilitate the Western Power Merger and will conduct no
business or activity other than in connection with the Western Power Merger.

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SECTION 1.3.The E-Mobile Merger.Western Power and E-Mobile shall cause Parent to form a wholly-owned
subsidiary named E-Mobile Acquisition Corp. ("Merger Sub 2") under the laws of the State of Delaware. Western Power and E-Mobile shall cause Parent to cause Merger Sub 2 to execute and deliver a
written document agreeing to be bound by the terms and conditions of this Agreement. Upon the terms and subject to the provisions of this Agreement, and in accordance with the DGCL, Merger Sub 2 shall
merge with and into E-Mobile (the "E-Mobile Merger" and together with the Western Power Merger, the "Mergers") at the Effective Time, and each outstanding share of Common Stock, par value $.000001 per
share, of E-Mobile ("E-Mobile Common Stock") shall be converted into one
share of Parent Common Stock (as described in Section 2.2(c)). Merger Sub 2 will be formed solely to facilitate the E-Mobile Merger and will conduct no business or activity other than in connection
with the E-Mobile Merger.

SECTION
1.4.Effective Time of the Mergers.



SECTION
1.5.Closing.The closing of the Mergers (the "Closing") will take place at 11:00 a.m., Eastern
Standard Time, on a date to be specified by E-Mobile and Western Power, which shall be no later than the third business day after satisfaction or, if permissible, waiver of the conditions set forth in
Article VI (the "Closing Date"), at the offices of Mintz & Fraade, P.C., 488 Madison Avenue, New York, New York 10022, unless another date, place or time is agreed to in writing by E-Mobile and
Western Power.

SECTION
1.6.Effect of the Mergers.As a result of the Western Power Merger, the separate corporate
existence of Merger Sub 1 shall cease and Western Power shall continue as the surviving corporation (the "Western Power Surviving Corporation"). As a result of the E-Mobile Merger, the separate
corporate existence of Merger Sub 2 shall cease and E-Mobile shall continue as the surviving corporation (the "E-Mobile Surviving Corporation" and together with Western Power Surviving
Corporation, the "Surviving Corporations"). Upon becoming effective, the Mergers shall have the effects set forth in the DGCL, as the case may be. Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time, (i) all properties, rights, privileges, powers and franchises of Western Power and Merger Sub 1 shall vest in Western Power Surviving Corporation, and all
debts, liabilities and duties of Western Power and Merger Sub 1 shall become the debts, liabilities and duties of the Western Power Surviving Corporation and (ii) all properties, rights, privileges,
powers and franchises of E-Mobile and Merger Sub 2 shall vest in E-Mobile Surviving Corporation, and all debts,

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liabilities and duties of E-Mobile and Merger Sub 2 shall become the debts, liabilities and duties of E-Mobile Surviving Corporation.

SECTION
1.7.Articles or Certificate of Incorporation and Bylaws of the Surviving Corporations.At the
Effective Time, (i) the Articles of Incorporation and Bylaws of Western Power Surviving Corporation shall be the Articles of Incorporation and Bylaws, respectively, of Western Power, as in effect
immediately prior to the Effective Time, in each case until duly amended in accordance with applicable law, and (ii) the Certificate of Incorporation and Bylaws of E-Mobile Surviving Corporation shall
be the Certificate of Incorporation and Bylaws, respectively, of E-Mobile, as in effect immediately prior to the Effective Time, in each case until duly amended in accordance with applicable law.

SECTION
1.8.Directors and Officers of the Surviving Corporations.



ARTICLE II.       CONVERSION OF SECURITIES

SECTION
2.1.Conversion of Western Power Capital Stock.At the Effective Time, by virtue of the Western
Power Merger and without any action on the part of any of the parties hereto or the holders of any shares of Western Power Common Stock or capital stock of Merger Sub 1:



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SECTION
2.2.Conversion of E-Mobile Capital Stock.At the Effective Time, by virtue of the E-Mobile
Merger and without any action on the part of any of the parties hereto or the holders of any shares of E-Mobile Common Stock or capital stock of Merger Sub 2:



SECTION
2.3.Cancellation of Parent Common Stock.At the Effective Time, by virtue of the Mergers and
without any action on the part of any holder of any capital stock of Western Power, E-Mobile or Parent, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time
shall be canceled, and no consideration shall be delivered in exchange therefor.

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SECTION 2.4.Exchange of Certificates.The procedures for exchanging shares of Western Power Common
Stock and E-Mobile Common Stock for Parent Common Stock outstanding immediately prior to the Effective Time pursuant to the Mergers are as follows:



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SECTION
2.5.Dissenting Shares.Any Western Power Common Stock or E-Mobile Common Stock held by a
holder who dissents from the Western Power Merger or the E-Mobile Merger and becomes entitled to obtain payment for the value of such Western Power Common Stock or E-Mobile Common Stock pursuant to
the applicable provisions of Delaware law shall be herein called "Dissenting Shares." Any Dissenting Share shall not, after the Effective Time, be entitled to vote for any purpose or receive any
dividends or other distributions and shall not be converted into Parent Common Stock; provided, however, that Western Power Common Stock or E-Mobile Common Stock held by a dissenting shareholder who
subsequently withdraws a demand for payment, fails to comply fully with the requirements of Delaware law, or otherwise fails to establish the right of such shareholder to be paid the value of such
shareholder's shares under Delaware law shall be deemed to

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be have been converted into Parent Common Stock pursuant to the terms and conditions referred to above.

ARTICLE III.       REPRESENTATIONS AND WARRANTIES OF WESTERN POWER

Western Power represents and warrants to E-Mobile that the statements contained in this Article III are true and correct except as set forth herein and in the
disclosure schedules, attached hereto as Exhibit G, delivered by Western Power to E-Mobile on or before the date of this Agreement (the "Western Power Disclosure Schedule"). The Western Power
Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III and
the disclosure in any paragraph shall qualify other paragraphs in this Article III only to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies
to such other paragraphs.

SECTION
3.1.Organization of Western Power.Each of Western Power and any corporation or other
organization a majority of the voting securities of which are owned by Western Power ("Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.

SECTION
3.2.Western Power Capital Structure.



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SECTION
3.3.uthority; No Conflict; Required Filings and Consents.



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SECTION
3.4.SEC Filings.Western Power has filed all forms, reports and documents required to be filed
by Western Power with the SEC since January 1, 1995 (collectively, the "Western Power SEC Reports"). The Western Power SEC Reports (i) at the time filed, complied in all material respects with the
applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Western Power SEC Reports or necessary in
order to make the statements in such Western Power SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Western Power's Subsidiaries is required to file
any forms, reports or other documents with the SEC.

SECTION
3.5.No Liabilities.Except as permitted by the Asset Purchase and Sale Agreement, Western
Power will have no liablities of any nature as of the Closing Date.

SECTION
3.6.Taxes.



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SECTION
3.7.Litigation.Except as described in the Western Power SEC Reports filed prior to the date
hereof, there is no action, suit or proceeding, claim, arbitration or investigation against Western Power or any of its Subsidiaries, officers or directors related to Western Power, pending or as to
which Western Power or any of its Subsidiaries has received any written notice of assertion, which, individually or in the aggregate, is reasonably likely to have a Western Power Material Adverse
Effect or a material adverse effect on the ability of Western Power to consummate the transactions contemplated by this Agreement.

SECTION
3.8.Employment and Consulting Relationships.



SECTION
3.9.Accounting and Tax Matters.



SECTION
3.10.Registration Statement; Joint Proxy Statement/Prospectus.The information to be supplied
by Western Power or its Subsidiaries or about Western Power or its Subsidiaries by Western Power's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent
Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement is declared effective by the SEC contain
any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration

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Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Western Power or its Subsidiaries for inclusion in the joint proxy statement/prospectus
to be sent to the stockholders of E-Mobile and Western Power in connection with the meeting of Western Power' stockholders (the "Western Power Stockholders' Meeting") and the meeting of E-Mobile's
stockholders (the "E-Mobile Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is
first mailed to stockholders of Western Power or E-Mobile, at the time of the Western Power Stockholders' Meeting and the E-Mobile Stockholders' Meeting and at the Effective Time, contain any
statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in
order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication
with respect to the solicitation of proxies for the Western Power Stockholders' Meeting or the E-Mobile Stockholders' Meeting which has become false or misleading. If at any time prior to the
Effective Time any event relating to Western Power or any of its Affiliates, officers or directors should be discovered by Western Power which should be set forth in an amendment to the Registration
Statement or a supplement to the Joint Proxy Statement/Prospectus, Western Power shall promptly inform E-Mobile.

SECTION
3.11.No Existing Discussions.As of the date hereof, neither Western Power nor any of its
Affiliates is engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to an Acquisition Proposal (as defined in Section 5.3).

SECTION
3.12.Section 203 of the DGCL Not Applicable.The Board of Directors of Western Power has taken
all actions necessary under the DGCL, including approving the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party, to ensure that Section 203 of
the DGCL applicable to a "business combination" (as defined in Section 203 of the DGCL) does not, and will not, apply to the transactions contemplated hereunder and thereunder. Western Power has no
prior knowledge that any other "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation is applicable to Western Power or (by reason of Western
Power's participation therein) the Western Power Merger or the other transactions contemplated by this Agreement or the other Transaction Documents to which it is a party.

SECTION
3.13Complete Disclosure.No representation or warranty of Western Power which is contained in
the Agreement, or in a writing furnished or to be furnished pursuant to the Agreement contains or shall contain any untrue statement of fact, omits or shall omit to state any fact which is required to
make the statements which are contained herein or therein, in light of the circumstances under which they were made, not misleading. There is no fact relating to the business, affairs, operations,
conditions (financial or otherwise) or prospects of Western Power which would materially adversely affect same which has not been disclosed in the Agreement or the Exhibits which are annexed hereto.

SECTION
3.14No Defense.It shall not be a defense to a suit for damages for any misrepresentation or
breach of covenant or warranty that Western Power knew or had reason to know that any covenant, representation or warranty in the Agreement or furnished or to be furnished to Western Power contained
untrue statements.

ARTICLE IV.       REPRESENTATIONS AND WARRANTIES OF E-MOBILE

E-Mobile represents and warrants to Western Power that the statements contained in this Article IV are true and correct, except as set forth on the disclosure
schedules, attached hereto as Exhibit H, delivered by E-Mobile to Western Power on or before the date of this Agreement (the "E-Mobile Disclosure Schedule"). The E-Mobile Disclosure Schedule shall be
arranged in paragraphs

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corresponding to the numbered and lettered paragraphs contained in this Article IV and the disclosure in any paragraph shall qualify other paragraphs in this Article IV only to the extent that it is
reasonably apparent from a reading of such document that it also qualifies or applies to such other paragraphs.

SECTION
4.1.Organization of E-Mobile.Each of E-Mobile and E-Mobile's Material Subsidiaries (as
defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power to own, lease and
operate its property and to carry on its business as now being conducted and as proposed to be conducted pursuant to the Business Plan, and is duly qualified to do business and is in good standing as
a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, properties, financial condition or results of operations of
E-Mobile and its Subsidiaries, taken as a whole (a "Material Adverse Effect"). Neither E-Mobile nor any of its Subsidiaries directly or indirectly owns (other than ownership interests in E-Mobile or
in one or more of its Subsidiaries) any equity or similar interest in, or any interest that is mandatorily convertible into or exchangeable or exercisable for, any corporation, partnership, joint
venture or other business association or entity, excluding securities in any publicly traded company held for investment by E-Mobile and comprising less than five percent (5%) of the outstanding stock
of such company. True, correct and complete copies of the Certificate of Incorporation and Bylaws of E-Mobile are attached hereto as Exhibits K and L, respectively. A true, correct and complete copy
of the Certificate of Incorporation and other similar organizational documents of each of E-Mobile's Material Subsidiaries (as defined below) has been delivered to Western Power. "E-Mobile's Material
Subsidiaries" shall mean those subsidiaries of E-Mobile set forth on the E-Mobile Disclosure Schedule, which Subsidiaries
constitute all of E-Mobile's "significant subsidiaries" as defined in Rule 1-02 of Regulation S-X under the Securities Act.

SECTION
4.2.E-Mobile Capital Structure.



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SECTION
4.3.Authority; No Conflict; Required Filings and Consents.



SECTION
4.4.Business Plan.E-Mobile has been formed, capitalized and operated to date, and until the
Effective Time will be capitalized and operated, consistent with a business plan (the "Business Plan"), a copy of which is attached hereto as Exhibit I.

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SECTION 4.5.Financial Statements.E-Mobile is newly formed and, except as contemplated in the Business
Plan, has no material assets and, through the date hereof, has had no material operations. A copy of the unaudited balance sheet and statement of operations of E-Mobile as of, and for the period from
inception to, September 30, 2000, is included with the E-Mobile Disclosure Schedules. E-Mobile will prepare and deliver to Parent unaudited financial statements and such other financial statements,
whether audited or unaudited, as may be required by Parent to comply with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Any such financial
statements so delivered by E-Mobile shall be prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved ("GAAP").

SECTION
4.6.Licenses and Permits.E-Mobile has each of the operating licenses and permits listed on
the E-Mobile Disclosure Schedule, which constitute all of the material licenses and permits which E-Mobile is required to have to carry on its business as presently conducted and as set forth in the
Business Plan. All such licenses and permits are in full force and effect in accordance with their terms. There exists no event, occurrence, condition or act which, with the giving of notice, the
lapse of time or the happening of any further condition would become a default under any of the licenses or permits. None of the licenses or permits will be canceled or revoked, nor become void, as a
result of the transactions provided for by this Agreement.

SECTION
4.7.Leases.E-Mobile is not a party to any leases of real and personal property. All leases,
if any, described in the E-Mobile Disclosure Schedule are in all material respects in full force and effect in accordance with their terms. There exists no event, occurrence, condition or act which,
with the giving of notice, the lapse of time, or the happening of any further event, occurrence, condition or act, would become a material default under any of the leases. E-Mobile has not violated
any term of any lease and is in compliance with all material obligations to be performed pursuant to each lease. E-Mobile has obtained a certificate of occupancy, for each location owned or leased by
it. E-Mobile's use of leasehold properties does not violate any certificates of occupancy, or violate any zoning laws or regulations. E-Mobile has not received any complaint that the use of any leased
properties constitutes a noxious use.

SECTION
4.8.Property.



SECTION
4.9.Contracts.E-Mobile is not party to any material contracts (other than the leases and
insurance contracts described in Section 4.7 and Section 4.23) including, but not limited to, license agreements. All of the contracts listed in the E-Mobile Disclosure Schedule have been entered into
in the ordinary course of business and neither E-Mobile nor any other party to any such contract is in default under any such contract.

SECTION
4.10.No Undisclosed Liabilities.Neither E-Mobile nor any of its subsidiaries has any material
liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances known to E-Mobile which could be
expected to result in such a liability or obligation, except (a) liabilities or obligations reflected in the E-Mobile financial statements provided from time to time and (b) liabilities or obligations
incurred in the ordinary course of business which do not and would not reasonably be expected to have, individually or in the aggregate, an E-Mobile Material Adverse Effect.

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SECTION 4.11.Guarantor of Payment.E-Mobile is not a guarantor of payment or collection of any
obligation.

SECTION
4.12.Absence of Certain Changes or Events.Since the date of the Business Plan, E-Mobile and
its Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with the Business Plan and its financial statements and, since such date, there has not been
(i) any
Material Adverse Change in E-Mobile and its Subsidiaries, taken as a whole (other than changes that are the effect or result of economic factors affecting the economy as a whole or the industry in
which E-Mobile competes) or any development or combination of developments of which the management of E-Mobile is aware that, individually or in the aggregate, has had, or is reasonably likely to
have, a E-Mobile Material Adverse Effect (other than changes that are the effect or result of economic factors affecting the economy as a whole or the industry in which E-Mobile competes);
(ii) any damage, destruction or loss (whether or not covered by insurance) with respect to E-Mobile or any of its Subsidiaries having a E-Mobile Material Adverse Effect; (iii) any
material change by E-Mobile or its Subsidiaries in their respective accounting methods, principles or practices; or (iv) any other action or event that would have required the consent of
Western Power pursuant to Section 5.1 of this Agreement had such action or event occurred after the date of this Agreement and that, individually or in the aggregate, has had or is reasonably likely
to have a E-Mobile Material Adverse Effect.

SECTION
4.13.Taxes.As of the date hereof, E-Mobile has not been required to file any Tax return and
has not paid, or been required to pay, any material Taxes and is not subject to, and has not been subject to, any audits, administrative or court proceedings or claims with respect to Taxes.

SECTION
4.14.Intellectual Property.Other than as set forth in the E-Mobile Disclosure Schedule, each
of E-Mobile and its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, applications for such
patents, trademarks, trade names, service marks and copyrights, technology, know-how, processes, computer software programs or applications, and other intellectual property and tangible or intangible
proprietary information or material which are necessary to conduct, or to be used in the conduct, of its business as currently conducted and as proposed to be conducted, as set forth in the Business
Plan, including, but not limited to, the Brainze and Bluetooth technology. Neither E-Mobile or any of its Subsidiaries have received any notice of any claims, have knowledge of any threatened claims,
nor know of any facts which would form the basis of any claim, asserted by any person, to the effect that the sale or use of any product or process now used or offered by E-Mobile or any of its
Subsidiaries, or proposed to be sold or used, including, but not limited to, the Brainze and Bluetooth technology, infringes on any patents or infringes upon the use of any such trademarks, trade
names, service marks, copyrights, technology, know-how, computer software programs or applications, processes or other intellectual property of another person or challenges or questions the validity
or effectiveness of any such license or agreement. The sale and use of any such products and processes by E-Mobile and its Subsidiaries, and the use of any such patents, trademarks, trade names,
service marks, copyrights, technology, know-how, computer software programs or applications, processes or other intellectual property by E-Mobile and its Subsidiaries, do not infringe upon the rights
of any person. The foregoing provisions of this Section 4.14 of this Agreement shall not be applicable if the cumulative effect of all erroneous representations pursuant to this Section 4.14 of this
Agreement are not reasonably likely to have an E-Mobile Material Adverse Effect.

SECTION
4.15.Agreements, Contracts and Commitments.Neither E-Mobile nor any of its Subsidiaries has
breached, or received in writing any claim or notice that it has breached, any of the terms or conditions of any material agreement, contract or commitment which would be required to be filed as an
exhibit under Item 601 of Regulation S-K under the Securities Act ("E-Mobile Material Contracts") in such a manner as, individually or in the aggregate, is reasonably likely to have a E-

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Mobile Material Adverse Effect. Each E-Mobile Material Contract that has not expired by its terms is in full force and effect.

SECTION
4.16.Litigation.There is no action, suit or proceeding, claim, arbitration or investigation
against E-Mobile or any of its Subsidiaries, officers or directors related to E-Mobile, pending or as to which E-Mobile or any of its Subsidiaries has received any written notice of assertion, which,
individually or in the aggregate, is reasonably likely to have a E-Mobile Material Adverse Effect or a material adverse effect on the ability of E-Mobile to consummate the transactions contemplated by
this Agreement.

SECTION
4.17.Environmental Matters.



SECTION
4.18.Employment and Consulting Relationships.



SECTION
4.19.Compliance With Laws.Each of E-Mobile and its Subsidiaries has complied with, is not in
violation of, and has not received any notices of violation with respect to, any federal, state or local statute, law or regulation with respect to the conduct of its business, or the ownership or
operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a E-Mobile Material Adverse Effect.

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SECTION 4.20.Accounting and Tax Matters.



SECTION
4.21.Registration Statement; Joint Proxy Statement/Prospectus.The information to be supplied
by E-Mobile or its Subsidiaries or about E-Mobile or its Subsidiaries by E-Mobile's agents for inclusion in the Registration Statement shall not at the time the Registration Statement is declared
effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements
in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by E-Mobile or its Subsidiaries or about E-Mobile or its
Subsidiaries by E-Mobile's agents for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of E-Mobile or
Western Power, at the time of the E-Mobile Stockholders' Meeting and the Western Power Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the
circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy
Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the
E-Mobile Stockholders' Meeting or the Western Power Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to E-Mobile or any of its
Affiliates, officers or directors should be discovered by E-Mobile which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus,
E-Mobile shall promptly inform Western Power.

SECTION
4.22.Labor Matters.Neither E-Mobile nor any of its Subsidiaries is a party to or otherwise
bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor, as of the date hereof, is E-Mobile or any of its Subsidiaries
the subject of any material proceeding asserting that E-Mobile or any of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor
organization nor, as of the date of this Agreement, is there pending or, to the knowledge of the executive officers of E-Mobile, threatened, any material labor strike, dispute, walkout, work stoppage,
slow-down or lockout involving E-Mobile or any of its Subsidiaries.

SECTION
4.23.Insurance.All material fire and casualty, general liability, business interruption,
product liability, and sprinkler and water damage insurance policies maintained by E-Mobile or any of its Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all
normal risks incident to the business of E-Mobile and its Subsidiaries and their respective properties and assets, are in character and amount at least equivalent to that carried by persons engaged in
similar businesses and subject to the same or similar perils or hazards and are in full force and effect with premiums being fully paid to date, except for any such failures to maintain insurance
policies that, individually or in the aggregate, are not reasonably likely to have a E-Mobile Material Adverse Effect.

SECTION
4.24.No Existing Discussions.As of the date hereof, neither E-Mobile nor any of its
Affiliates is engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to an Acquisition Proposal.

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SECTION 4.25.Section 203 of the DGCL Not Applicable.The Board of Directors of E-Mobile has taken all
actions necessary under the DGCL, including approving the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party, to ensure that Section 203 of the
DGCL applicable to a "business combination" (as defined in Section 203 of the DGCL) does not, and will not, apply to the transactions contemplated hereunder and thereunder. E-Mobile has no prior
knowledge that any other "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation is applicable to E-Mobile or (by reason of E-Mobile's
participation therein) the E-Mobile Merger or the other transactions contemplated by this Agreement or the other Transaction Documents to which it is a party.

SECTION
4.26.Complete Disclosure.No representation or warranty of E-Mobile which is contained in the
Agreement, or in a writing furnished or to be furnished pursuant to the Agreement contains or shall contain any untrue statement of fact, omits or shall omit to state any fact which is required to
make the statements which are contained herein or therein, in light of the circumstances under which they were made, not misleading. There is no fact relating to the business, affairs, operations,
conditions (financial or otherwise) or prospects of E-Mobile which would materially adversely affect same which has not been disclosed in the Agreement or the Exhibits which are annexed hereto.

SECTION
4.27.No Defense.It shall not be a defense to a suit for damages for any misrepresentation or
breach of covenant or warranty that E-Mobile knew or had reason to know that any covenant, representation or warranty in the Agreement or furnished or to be furnished to E-Mobile contained untrue
statements.

ARTICLE V       COVENANTS

SECTION
5.1.Conduct of Business.Except as set forth on Section 5.1 of the Western Power Disclosure
Schedule or the E-Mobile Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Western
Power and E-Mobile each agrees as to itself and its respective Subsidiaries (except to the extent that the other party shall otherwise consent in writing) to carry on its business in the usual,
regular and ordinary course in substantially the same manner as previously conducted, or, with regard to E-Mobile, consistent with the Business Plan, to pay its debts and taxes when due, to pay or
perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present
business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, and others having
business dealings with it. Except as expressly contemplated by this Agreement (including the Exhibits attached hereto) or as set forth on Section 5.1 of the Western Power Disclosure Schedule or the
E-Mobile Disclosure Schedule, and except that actions taken by Western Power and described in Sections 5.1 (a), (e), (f) and (k) shall not require the consent of E-Mobile, during the period from the
date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Western Power and E-Mobile each shall not (and shall not permit any of its
respective Subsidiaries to), without the written consent of the other party:



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SECTION
5.2.Cooperation; Notice; Cure.Subject to compliance with applicable law, from the date hereof
until the Effective Time, each of Western Power and E-Mobile shall confer on a regular and frequent basis with one or more representatives of the other party to report on the general status of ongoing
operations and shall promptly provide the other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the
Mergers and the transactions contemplated hereby and thereby. Each of Western Power and E-Mobile shall notify the other of, and will use all commercially reasonable efforts to cure before the Closing
Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of Western Power or E-Mobile under this
Agreement to be breached or that renders or will render untrue any representation or warranty of Western Power or E-Mobile contained in this Agreement. Each of Western Power and E-Mobile also shall
notify the other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party,
of any representation, warranty, covenant or agreement made by Western Power or E-Mobile. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants
or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

SECTION
5.3.No Solicitation.Western Power and E-Mobile each shall not, directly or indirectly,
through any officer, director, employee, financial advisor, representative or agent of such party (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be
expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender
offer) or similar transaction involving such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to
in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions with any third party concerning, or provide any nonpublic information to any person or entity relating to,
any Acquisition Proposal, or (iii) agree to or recommend any Acquisition Proposal.

SECTION
5.4.Joint Proxy Statement/Prospectus; Registration Statement.



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## 



SECTION
5.5.Nasdaq Quotation.Western Power agrees to use its reasonable best efforts to continue the
quotation of Western Power Common Stock on the Nasdaq Small Cap Market during the term of this Agreement.

SECTION
5.6.Access to Information.Upon reasonable notice, Western Power and E-Mobile shall each (and
shall cause each of their respective Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the other, access, during normal business hours during the
period prior to the Effective Time, to all its personnel, properties, books, contracts, commitments and records and, during such period, each of Western Power and E-Mobile shall, and shall cause each
of their respective Subsidiaries to, furnish promptly to the other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to
the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. The parties will hold any such
information which is nonpublic in confidence. No information or knowledge obtained in any investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty
contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger.

SECTION
5.7.Stockholders Meetings.Western Power and E-Mobile each shall call a meeting of its
respective stockholders to be held as promptly as practicable for the purpose of voting, in the case of Western Power, upon this Agreement and the Western Power Merger and, in the case of E-Mobile,
upon this Agreement and the E-Mobile Merger. Subject to Sections 5.3 and 5.4, Western Power and E-Mobile shall, through their respective Boards of Directors, recommend to their respective stockholders
approval of such matters and shall coordinate and cooperate with respect to the timing of such meetings and shall use their best efforts to hold such meetings on the same day and as soon as
practicable after the date hereof. Unless otherwise required to comply with the applicable fiduciary duties of the respective directors of Western Power and E-Mobile, as determined by such directors
in good faith after consultation with outside legal counsel, each party shall use all reasonable efforts to solicit from stockholders of such party proxies in favor of such matters.

SECTION
5.8.Legal Conditions to Merger.



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SECTION
5.9.Public Disclosure.Subject to Western Power's obligations pursuant to the securities laws,
Western Power and E-Mobile shall agree on the form and content of the initial press release regarding the transactions contemplated hereby and thereafter shall consult with each other before issuing,
and use all reasonable efforts to agree upon, any press release or other public statement with respect to any of the transactions contemplated hereby and shall not issue any such press release or make
any such public statement prior to such consultation.

SECTION
5.10.Tax-Free Transfer.Western Power and E-Mobile shall each use all reasonable efforts to
cause the Mergers to be treated as transfers within the meaning of Section 351 of the Code.

SECTION
5.11.Affiliate Agreements.Upon the execution of this Agreement, Western Power and E-Mobile
will provide each other with a list of those persons who are, in Western Power's or E-Mobile's respective reasonable judgment, "affiliates" of Western Power or E-Mobile, as the case may be, within the
meaning of Rule 144(a) (each such person who is an "affiliate" of Western Power or E-Mobile within the meaning of Rule 144(a) is referred to as an "Affiliate") promulgated under the Securities Act.
Western Power and E-Mobile shall provide each other such information and documents as the other party shall reasonably request for purposes of reviewing such list and shall notify the other party in
writing regarding any change in the identity of its Affiliates prior to the Closing Date. Western Power and E-Mobile shall each use all reasonable efforts to deliver or cause to be delivered to each
other prior to the Effective Time from each of its Affiliates, an executed Affiliate Agreement, substantially similar to the form attached hereto as Exhibit C, by which each Affiliate of Western Power
and each Affiliate of E-Mobile agrees to comply with the applicable requirements of Rule 145 promulgated under the Securities Act ("Rule 145") and for the Mergers to qualify as transfers within the
meaning of Section 351 of the Code (an "Affiliate Agreement"). Parent shall be entitled to place appropriate legends on the certificates evidencing any Parent Common Stock to be received by such
Affiliates of Western Power or E-Mobile pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for Parent Common Stock, consistent with the
terms of the Affiliate Agreements (provided that such legends or stop transfer instructions shall be removed, when such shares of Parent Common Stock are generally transferable without any
restrictions imposed by Rule 145, upon the request of any stockholder that is not then an Affiliate of Parent).

SECTION
5.12.Nasdaq Quotation.Western Power and E-Mobile shall cause Parent to promptly prepare and
submit an application to the Nasdaq National Market, if Parent is eligible for such listing, or, if not so eligible, to another national securities exchange or market to list or quote the shares of
Parent Common Stock to be issued in the Mergers and upon exercise or conversion of Western Power Stock Options and the E-Mobile Stock Options, and shall use all reasonable efforts to cause such shares
to be approved for listing or quotation on the Nasdaq National Market or such other exchange or market, as the case may be, prior to the Effective Time, subject to official notice of issuance.

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SECTION 5.13.Stock Plans.



SECTION
5.14.Brokers or Finders.Except for 600,000 shares which Western Power has agreed to issue to
the Rubin Family Trust in connection with the transactions contemplated hereby, each of E-Mobile and Western Power represents, as to itself, its Subsidiaries and its Affiliates, that no agent, broker,
investment banker, financial advisor or other firm or person is or will be entitled to any

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broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement. Each of E-Mobile and Western Power agrees to indemnify and
hold the other harmless from and against any and all claims, liabilities or obligations with respect to any such fees, commissions or expenses asserted by any person on the basis of any act or
statement alleged to have been made by such party or any of its Affiliates.

SECTION
5.15.Private Placements.



SECTION
5.16.Sale of Western Power Assets.Subject to approval of the Western Power shareholders, at
the Effective Time, Western Power shall sell (the "Western Power Asset Sale") to the "Management Purchasers" listed on Exhibit E, and the Management Purchasers shall purchase, substantially all of the
assets of Western Power (other than cash held by Western Power) and the Management Purchasers shall assume all of the liabilities of Western Power in accordance with the terms of a "Asset Purchase and
Sale Agreement" substantially in the form attached hereto as Exhibit F.

SECTION
5.17.Post-Merger Parent Corporate Governance.



SECTION
5.18.Confidentiality Agreements and Restrictive Covenants.E-Mobile shall, at or prior to the
Closing Date, enter into confidentiality agreements and restrictive covenants with all employees to protect the confidential nature of the technology and business plans and operations of E-Mobile.

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SECTION 5.19.Lock-Up.



ARTICLE VI       CONDITIONS TO MERGER

SECTION
6.1.Conditions to Each Party's Obligation to Effect the Mergers.The respective obligations of
each party to this Agreement to effect the Mergers shall be subject to the satisfaction or waiver in writing by each of E-Mobile and Western Power prior to the Effective Time of the following
conditions:



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SECTION
6.2.Additional Conditions to Obligations of Western Power.The obligation of Western Power to
effect the Western Power Merger is subject to the satisfaction of each of the following conditions prior to the Effective Time, any of which may be waived in writing exclusively by Western Power:



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SECTION
6.3.Additional Conditions to Obligations of E-Mobile.The obligations of E-Mobile to effect
the E-Mobile Merger are subject to the satisfaction of each of the following conditions prior to the Effective Time, any of which may be waived in writing exclusively by E-Mobile:



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## 

ARTICLE VII       TERMINATION AND AMENDMENT

SECTION
7.1.Termination.This Agreement may be terminated at any time prior to the Effective Time
(with respect to Sections 7.1(b) through 7.1(g), by written notice by the terminating party to the other party), whether before or after approval of the matters presented in connection with the
Mergers by the stockholders of Western Power or E-Mobile:



SECTION
7.2.Effect of Termination.In the event of termination of this Agreement as provided in
Section 7.1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of Western Power, E-Mobile, Parent or their respective officers, directors,
stockholders or Affiliates, except as set forth in Sections 7.3 and 8.3 and except that such termination shall not limit liability for a willful breach of this Agreement; provided that, the provisions
of Sections 7.3 and 8.3 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

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SECTION 7.3.Fees and Expenses.Except as set forth in this Section 7.3, all fees and expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, if the Mergers are not consummated; provided, however, that if the
Mergers are consummated, then, after the effective date, Western Power shall pay for all fees and expenses incurred by E-Mobile in connection with the Mergers and the transactions contemplated
hereunder.

SECTION
7.4.Amendment.This Agreement may be amended by the parties hereto, by action taken or
authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Mergers by the stockholders of Western Power or E-Mobile, but,
after any such approval, no amendment shall be made which by law requires further approval by such stockholders without such further approval. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto; provided, however, that this Agreement may be amended in writing without obtaining the signatures of Western Power, E-Mobile or Parent solely
for the purpose of adding Merger Sub 1 and Merger Sub 2 as parties to this Agreement.

SECTION
7.5.Extension; Waiver.At any time prior to the Effective Time, the parties hereto, by action
taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties hereto contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any
of the agreements or conditions of the other parties hereto contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.

ARTICLE VIII.       MISCELLANEOUS

SECTION
8.1.Survival of Representations, Warranties and Agreements.All representations, warranties
and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.

SECTION
8.2.Notices.All notices and other communications hereunder shall be in writing and shall be
deemed given if telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):



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SECTION
8.3.Indemnification.



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SECTION
8.4.Interpretation.When a reference is made in this Agreement to Sections, such reference
shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation."
The phrase "made available" in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. The
phrases "the date of this Agreement", "the date hereof," and terms of similar import, unless the context otherwise requires, shall be deemed to refer to November 1, 2000.

SECTION
8.5.Counterparts.This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart.

SECTION
8.6.Entire Agreement; No Third Party Beneficiaries.This Agreement and all documents and
instruments referred to herein (a) constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter
hereof and thereof, and (b) except as provided in Section 8.3, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Each party hereto agrees that,
except for the representations and warranties contained in this Agreement, neither Western Power nor E-Mobile makes any other representations or warranties, and each hereby disclaims any other
representations and warranties made by itself or any of its officers, directors, employees, agents, financial and legal advisors or other representatives, with respect to the execution and delivery of
this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to the other or the other's representatives of any documentation or other information with respect to
any one or more of the foregoing.

SECTION
8.7.Governing Law.This Agreement shall be governed and construed in accordance with the laws
of the State of New York without regard to any applicable conflicts of law.

SECTION
8.8.Assignment.Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

IN
WITNESS WHEREOF, Western Power, E-Mobile and Parent have caused this Agreement to be signed by their respective duly authorized officers as of the date first written above.

|WESTERN POWER & EQUIPMENT CORP. |                                                                             | E-MOBILE, INC.
|------------------------------- | --------------------------------------------------------------------------- | --------------
|By:                             | /s/CHARLES DEAN MCLAINIts:Chairman of the Board and
Chief Executive Officer |               
|                                |                                                                             |               
|                                |                                                                             |               

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