THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  OR UNDER THE SECURITIES LAWS OF ANY STATE; AND MAY NOT
BE SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED  OR EXCEPT IN
COMPLIANCE  WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT
OR SUCH LAWS.



Warrant No.:  97/__                                 Right to Purchase ______
                                                    Shares of Common Stock of
_______, 1997                                       GreenMan Technologies, Inc.


     VOID UNLESS EXERCISED BEFORE 5:00 P.M., EASTERN TIME ON _______, 1999.

                           GREENMAN TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT


         GREENMAN  TECHNOLOGIES,  INC., a Delaware  corporation (the "Company"),
hereby  certifies  that,  for value  received,  ______________  or  assigns,  is
entitled,  subject to the terms set forth below,  to purchase  from the Company,
commencing  _______,  1997,  at any time or from time to time  before 5:00 p.m.,
Eastern Time, on or before _______,  1999,  ______ fully paid and  nonassessable
shares of Common Stock, $.01 par value, of the Company, at an exercise price per
share equal to $___. Such exercise price per share as adjusted from time to time
as herein provided is referred to herein as the "Exercise Price." The number and
character of such shares of Common  Stock and the Exercise  Price are subject to
adjustment as provided herein. This Warrant is issued pursuant to the terms of a
Securities  Purchase Agreement of even date herewith between the Company and the
Holder (the "Purchase Agreement"). Notwithstanding any provision to the contrary
herein,  this  Warrant is subject  and  entitled to certain  terms,  conditions,
covenants and agreements contained in the Purchase Agreement.  Any transferee or
transferees of the Warrant,  by their acceptance hereof,  assume the obligations
of the Holder in the  Purchase  Agreement  with  respect to the  conditions  and
procedures for transfer of the Warrant.

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

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

         (b) The term "Common  Stock"  includes (i) the Company's  Common Stock,
         $.01 par value per share,  as authorized,  (ii) any other capital stock
         of any class or classes

                                       -1-





         (however designated) of the Company,  authorized on or after such date,
         the holders of which  shall have the right,  without  limitation  as to
         amount, either to all or to a share of the balance of current dividends
         and   liquidating   dividends   after  the  payment  of  dividends  and
         distributions on any shares entitled to preference,  and the holders of
         which shall ordinarily, in the absence of contingencies, be entitled to
         vote for the election of a majority of  directors of the Company  (even
         though the right so to vote has been suspended by the happening of such
         a contingency),  (iii) any other securities into which or for which any
         of the  securities  described  in  (i) or  (ii)  may  be  converted  or
         exchanged  pursuant  to a  plan  of  recapitalization,  reorganization,
         merger,  sale of assets or otherwise,  or the  conversion of promissory
         notes or other obligations of the Company.

         (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 this Warrant at any time
         shall be entitled to receive,  or shall have received,  on the exercise
         of the Warrant,  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 Other  Securities  pursuant  to  Sections 3 or 4 or
         otherwise.

         1. EXERCISE OF WARRANT.

                  1.1. FULL  EXERCISE.  This Warrant may be exercised in full by
the holder hereof by surrender of this Warrant, with the form of subscription at
the end hereof duly  executed by such  holder,  to the Company at its  principal
office,  accompanied  by payment,  in cash,  by certified or official bank check
payable to the order of the Company or by wire  transfer to the Company,  in the
amount  obtained  by  multiplying  (a) the number of shares of Common  Stock for
which this Warrant is then exercisable by (b) the Exercise Price then in effect.

                  1.2 PARTIAL EXERCISE. This Warrant may be exercised in part by
surrender of this Warrant in the manner and at the place provided in Section 1.1
except that the amount  payable by the holder on such partial  exercise shall be
the amount  obtained  by  multiplying  (a) the number of shares of Common  Stock
designated  by the  holder  in the  subscription  at the end  hereof  by (b) the
Exercise Price then in effect. On any such partial exercise,  the Company at its
expense  will  forthwith  issue and  deliver  to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may  request,  calling in the  aggregate  on the face or faces  thereof  for the
number of shares of Common Stock for which such Warrant or Warrants may still be
exercised.

         2. DELIVERY OF STOCK  CERTIFICATES ON EXERCISE.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
three (3) business days after receipt of the original Notice of Exercise and the
Warrant,  together  with  immediately  available  funds for that  portion of the
Warrant being  exercised , 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  hereof,  or as such holder (upon payment by such holder
of any applicable

                                       -2-





transfer  taxes) may direct,  a certificate  or  certificates  for the number of
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 current  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.

         3.  ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION OR MERGER.

                  3.1  REORGANIZATION,  CONSOLIDATION OR MERGER.  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 entity,  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,  the holder of the  Warrant,  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
Common 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
Warrant, immediately prior thereto, all subject to further adjustment thereafter
as provided in Sections 4 and 5.

                  3.2   CONTINUATION   OF   TERMS.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms  hereof shall be  applicable  to the Common Stock and Other
Securities  and property  receivable  on the  exercise of the Warrant  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  Common  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 Warrant.

         4. ADJUSTMENTS FOR STOCK DIVIDENDS AND STOCK SPLITS.  In the event that
the Company shall (a) issue  additional  shares of 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  prevailing  Exercise  Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately prior to such event (calculated assuming the conversion
or exchange of all outstanding shares of convertible or exchangeable  securities
of the Company that are  convertible or exchangeable  into, or exercisable  for,
shares of Common  Stock)  and the  denominator  of which  shall be the number of
shares of Common Stock outstanding immediately after such event

                                       -3-




(calculated  assuming the  conversion or exchange of all  outstanding  shares of
convertible or  exchangeable  securities of the Company that are  convertible or
exchangeable  into, or exercisable for, shares of Common Stock), 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 holder
of this Warrant shall thereafter,  on the exercise hereof as provided in Section
1, be entitled to receive  that number of shares of Common Stock  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 (i) the numerator is the Exercise Price that would  otherwise (but for the
provisions  of this  Section 4) be in effect,  and (ii) the  denominator  is the
Exercise Price in effect on the date of such exercise.

         5.   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK,   PROPERTY   AND
RECLASSIFICATIONS.  In case at any time or from  time to time,  the  holders  of
Common  Stock (or Other  Securities)  shall have  received,  or (on or after the
record date fixed for the  determination  of  stockholders  eligible to receive)
shall have become entitled to receive, without payment therefor,

         (a) other or additional  stock or other  securities or property  (other
         than  cash) by way of  dividend,  or (b) other or  additional  stock or
         other  securities  or  property  (including  cash) by way of  spin-off,
         split-up, reclassification,  recapitalization, combination of shares or
         similar corporate rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which, in the case
of Common Stock,  are provided for in Section 4), then and in each such case the
holder of this Warrant,  on the exercise  hereof as provided in Section 1, shall
be  entitled  to  receive  the  amount  of other or  additional  stock and other
securities and property  (including cash in the cases referred to in subdivision
(b) of this Section 5) that such holder would hold on the date of such  exercise
if on the  date of  distribution  of such  other  or  additional  stock or other
securities  and  property,  or on the  record  date  fixed for  determining  the
shareholders  entitled  to  receive  such  other  or  additional  stock or other
securities and property, such holder had been the holder of record of the number
of  shares  of  Common  Stock  called  for on the face of this  Warrant  and had
thereafter, during the period from the date thereof to and including the date of
such exercise,  retained such shares and all such other or additional  stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subdivision (b) of this Section 5) receivable by such holder as aforesaid during
such period,  giving effect to all adjustments  called for during such period by
Sections 3 and 4.

         6. NOTICES OF RECORD DATE.  In the event of

         (a) any taking by the  Company of a record of the  holders of any class
         or securities  for the purpose of determining  the holders  thereof who
         are  entitled to receive any  dividend  or other  distribution,  or any
         right to subscribe  for,  purchase or  otherwise  acquire any shares of
         stock of any class or any other  securities or property,  or to receive
         any other right, or

                                       -4-





         (b) any capital  reorganization of the Company, any reclassification or
         recapitalization of the capital stock of the Company or any transfer of
         all or substantially  all the assets of the Company to or consolidation
         or merger of the Company with or into any other person, or

         (c) any voluntary or involuntary dissolution, liquidation or winding-up
         of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the  purpose of such  dividend,  distribution  or right,  and
stating the amount and character of such dividend,  distribution  or right,  and
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or Other Securities) shall be entitled to
exchange  their shares of Common Stock (or Other  Securities)  for securities or
other   property   deliverable   on   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such notice  shall be mailed at least twenty (20) days prior to the
date specified in such notice on which any such action is to be taken.

         7.  RESERVATION OF STOCK  ISSUABLE ON EXERCISE ON WARRANT.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant;  the shares of Common
Stock  which the holder of this  Warrant  shall  receive  upon  exercise  of the
Warrant will be duly authorized, validly issued, fully paid and non-assessable.

         8.  EXCHANGE OF WARRANT.  On surrender  for  exchange of this  Warrant,
properly  endorsed,  to the  Company,  the Company at its expense will issue and
deliver to or on the order of the holder  thereof a new  Warrant or  Warrants of
like  tenor,  in the name of such  holder or as such  holder (on payment by such
holder of any applicable transfer taxes) may direct, 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 Warrant or Warrants so surrendered.

         9.   REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   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 such Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         10.  WARRANTHOLDER  NOT DEEMED  STOCKHOLDER;  RESTRICTIONS ON TRANSFER.
This Warrant is issued upon the following  terms, to all of which each holder or
owner hereof by the taking hereof consents and agrees:

                                       -5-





         (a) No holder of this Warrant  shall,  as such, be deemed the holder of
         Common  Stock that may at any time be  issuable  upon  exercise of this
         Warrant for any purpose whatsoever, nor shall anything contained herein
         be construed to confer upon such holder,  as such, any of the rights of
         a stockholder of the Company until such holder shall have exercised the
         Warrant and been issued shares of Common Stock in  accordance  with the
         provisions hereof.

         (b) The  transfer  of this  Warrant  and any  shares  of  Common  Stock
         purchased  pursuant to this Warrant shall be subject to the  provisions
         of Sections of the Purchase Agreement.

         11. NOTICES. All notices,  requests and other communications  hereunder
must be in writing and  delivered to the parties at the  following  addresses or
facsimile numbers:

    If to the Purchaser, to:







    If to the Company, to:

                           GreenMan Technologies Inc.
                           7 Kimball Lane
                           Building A
                           Lynnfield, MA 01940
                           Attention: Charles E. Coppa
                           Telecopy: (617) 224-0114


         with copy to:

                           Sullivan & Worcester, LLP
                           One Post Office Square
                           Boston, MA 02109
                           Attn.: John A. Piccione, Esq.
                           Telecopy: (617) 338-2880


All such  notices,  requests  and  other  communications  will (a) if  delivered
personally  to the  address as provided in this  Section,  be deemed  given upon
delivery,  (b) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt,  and (c) if delivered by
mail or reputable courier service in the manner described above to the

                                       -6-





address as provided in this Section,  be deemed given upon receipt (in each case
regardless of whether such notice, request or other communication is received by
any other  Person to whom a copy of such notice is to be  delivered  pursuant to
this  Section).  Any party from time to time may change its  address,  facsimile
number or other  information  for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.

         12.  LOCK-UP  AGREEMENT FOR PUBLIC  OFFERING.  In  connection  with any
public offering of equity securities of the Company,  the  Warrantholder  agrees
not to sell,  pledge,  transfer or otherwise  dispose of, or grant any option or
purchase  right  with  respect  to,  any shares of Common  Stock  issuable  upon
exercise of this Warrant,  or engage in any short sale,  hedging  transaction or
other  derivative  security  transaction  involving such Common Stock,  for such
period of time commencing thirty (30) days prior to the proposed  effective date
of such public  offering until such period of time following the offering as the
Company and the managing  underwriter of such public  offering deem necessary in
order to ensure a stable and orderly trading market.

         13.  MISCELLANEOUS.  This  Warrant  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 Warrant and the shares of Common Stock  underlying this Warrant
shall be construed and enforced in  accordance  with and governed by the laws of
the  State of  Delaware.  The  headings  in this  Warrant  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.

         14. EXPIRATION. The right to exercise this Warrant shall expire at 5:00
p.m., Eastern Standard Time, on _________, 1999.


Dated: _______,  1997


ATTEST:                                     GREENMAN TECHNOLOGIES, INC.


By:__________________________               By:________________________________
Title:  Secretary                           Title:  Chief Executive Officer

                                       -7-





                               NOTICE OF EXERCISE
                   (TO BE SIGNED ONLY ON EXERCISE OF WARRANT)


To GreenMan Technologies, Inc.

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise  this Warrant for, and to purchase  thereunder,  ____________
shares of Common Stock of GreenMan  Technologies,  Inc., a Delaware corporation,
and herewith  makes  payment of  $____________  therefor,  and requests that the
certificates  for  such  shares  be  issued  in the name of,  and  delivered  to
_________________________, whose address is -------------------------.




Dated: 
                    ------------------------------------------------------
                    (Signature must conform to name of holder as specified
                     on the face of the Warrant)

                    ------------------------------------------------------

                    ------------------------------------------------------
                                          (Address)



                                       -8-






                               FORM OF ASSIGNMENT
                   (TO BE SIGNED ONLY ON TRANSFER OF WARRANT)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto  _________________________  the right  represented by the within
Warrant  to   purchase   ____________   shares  of  Common   Stock  of  GreenMan
Technologies, Inc., a Delaware corporation, to which the within Warrant relates,
and appoints  _________________________  Attorney to transfer  such right on the
books of GreenMan Technologies, Inc., a Delaware corporation, with full power of
substitution in the premises.


Dated:                                                                    
                    ------------------------------------------------------
                    (Signature must conform to name of holder as specified
                     on the face of the Warrant)                          
                                                                          
                    ------------------------------------------------------
                                                                          
                    ------------------------------------------------------
                                          (Address)                       




Signed in the presence of:


--------------------------


                                       -9-