SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (the "Agreement"), dated as of _______, 1997,
is  entered  into by and  between___________,  (the  "Purchaser")  and  GREENMAN
TECHNOLOGIES, INC., (the "Company").

The parties hereto agree as follows:

                  1. Purchase and Sale of Convertible  Notes.  Upon the basis of
the representations and warranties, and subject to the terms and conditions, set
forth  in this  Agreement,  the  Company  covenants  and  agrees  to sell to the
Purchaser,  at a  purchase  price  of  $______  (the  "Purchase  Price"),  (i) a
convertible  note in  registered  form in a  principal  amount  of  $______  and
substantially  in  the  form  of  Exhibit  A  hereto  (the  "Note"),  such  Note
convertible  at the option of the holder  thereof  into a number of Note  Shares
determined  pursuant  to  Article  3 of the  Note  according  to the  terms  and
conditions set forth in the Note,  and (ii) a warrant to purchase  ______ shares
of the Company's Common Stock,  $.01 par value per share (the "Common Stock") in
substantially  the form of Exhibit B hereto (the "Warrant"),  and upon the basis
of the representations  and warranties,  and subject to the terms and conditions
set forth in this Agreement, the Purchaser covenants and agrees to purchase from
the Company,  the Note and the Warrant at the Purchase  Price.  All  capitalized
terms not otherwise defined herein shall have the meanings attributed to them in
the Note and the Warrant.

                  2. Representations. Warranties and Covenants of the Purchaser.
The Purchaser understands,  and represents and warrants to, and agrees with, the
Company, that:

                           (a) The Note,  the Note  Shares,  the Warrant and the
shares   issuable  upon   exercise  of  the  Warrant  (the   "Warrant   Shares")
(hereinafter,  the Note, the Note Shares, the Warrant and the Warrant Shares are
collectively  referred  to as  the  "Securities")  have  not  been  and,  unless
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
will not be  registered  under  the  Securities  Act,  or any  other  applicable
securities  law,  and,  accordingly,  may  not be  offered,  sold,  transferred,
pledged, hypothecated or otherwise disposed of ("Transferred") unless registered
under  the  Securities   Act  or  Transferred  in  a  transaction   exempt  from
registration under the Securities Act and any other applicable securities law;

                           (b) The Purchaser is an "accredited  investor" within
the meaning of Rule 501(a) under the Securities Act (an "Accredited  Investor"),
and is  acquiring  or will  acquire  the  Securities  for its own  account.  The
Purchaser has such  knowledge and  experience in financial and business  matters
that it is capable of  evaluating  the merits and risks of an  investment in the
Securities.  The Purchaser is aware that it may be required to bear the economic
risk of an investment in the Securities for an indefinite period, and it is able
to bear such risk for an indefinite period;


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                           (c) The  Purchaser  is  acquiring or will acquire the
Securities for its own account for  investment  purposes and not with a view to,
or for offer or sale in connection with, any distribution thereof. The Purchaser
agrees  to  offer,  sell  or  otherwise  transfer  the  Securities  only  (i) in
accordance  with the  terms of this  Agreement,  the  Note and the  Warrant,  as
applicable,  and (ii) pursuant to  registration  under the  Securities Act or an
exemption from  registration  under the Securities Act and any other  applicable
securities law; and

                           (d) The Purchaser  acknowledges  that the Company and
others will rely upon the truth and accuracy of the  foregoing  acknowledgments,
representations   and   agreements  and  further  agrees  that  if  any  of  the
acknowledgments,  representations and agreements deemed to have been made by the
Purchaser by its acquisition of the Securities are no longer accurate,  it shall
promptly notify the Company.

                           (e) The Company has  furnished  or made  available to
the  Purchaser a full and complete  set of its Annual  Report on Form 10-KSB for
its most  recently  completed  fiscal  year,  its Form  10-QSB's for each of its
fiscal quarters since the end of its most recently completed fiscal year and any
Form  8-K's  filed  during  its  current  fiscal  year  (collectively,  the "SEC
Documents"), which the Company has filed pursuant to the Securities Exchange Act
of 1934, as amended.

                  3.  Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Purchaser that:

                           (a) The  Company  has been duly  incorporated  and is
validly existing as a corporation under the laws of Delaware.

                           (b) This Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding  agreement,  enforceable
in  accordance  with its terms,  and the  Company has full  corporate  power and
authority  necessary to enter into this Agreement and to perform its obligations
hereunder.

                           (c) No consent,  approval,  authorization or order of
any court,  governmental  agency or body or arbitrator having  jurisdiction over
the Company or any of its affiliates is required for execution of this Agreement
and the performance of its obligations hereunder,  including without limitation,
the issuance and sale of the Securities.

                           (d) The Note and Warrant,  when issued and  delivered
pursuant to this Agreement, will have been duly authorized, executed, issued and
delivered and will constitute a legal, valid, binding and enforceable obligation
of the Company.

                  4.  Covenants of the Company. The Company covenants and agrees
with the Purchaser:

                           (a) to cause the Note  Shares and  Warrant  Shares to
be, when  converted and  exercised in accordance  with the terms of the Note and
the Warrant, upon

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delivery, fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges, security interests or other encumbrances; and

                           (b) have at all times  authorized  and  reserved  for
issuance,  free from preemptive  rights, a sufficient number of shares of Common
Stock to yield a number of Note Shares and Warrant Shares  sufficient to satisfy
the conversion  rights of the Purchaser  pursuant to the terms and conditions of
the Note and the Warrant.

                  5.  Transfer of Securities.

                           (a)   Securities   Act   Legend.   Each   certificate
evidencing  the Note, the Note Shares,  the Warrant,  the Warrant Shares and any
certificates  issued upon transfer or exchange of the Note, the Note Shares, the
Warrant  or the  Warrant  Shares  shall be stamped  or  imprinted  with a legend
substantially as follows:

            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 OF
            EXCEPT IN  COMPLIANCE  WITH,  OR PURSUANT  TO AN  EXEMPTION
            FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

                           (b)  Securities  Act   Compliance.   Each  holder  (a
"Holder") of a certificate  evidencing the Note, the Note Shares, the Warrant or
the Warrant Shares which bears the restrictive  legend set forth in Section 8(a)
above (the "Restricted Securities"), and who proposes to Transfer (as defined in
Section 3(a) of this  Agreement) any Restricted  Securities,  shall give written
notice to the Company of such Holder's  intention to effect such Transfer.  Each
such notice shall describe the manner and  circumstances of the proposed sale or
other  disposition in sufficient  detail and may be accompanied by an opinion of
legal counsel to the Holder.  Promptly upon receipt of such notice,  the Company
shall present a copy thereof  (together with any  accompanying  opinion of legal
counsel to the Holder) to its legal counsel,  and the following provisions shall
apply:

                                    (i) If, in the  opinion of legal  counsel to
such  Holder,  satisfactory  in form and  substance to the Company and its legal
counsel, or if such notice was not accompanied by an opinion of legal counsel to
the  Holder,  then,  if, in the  opinion of legal  counsel to the  Company,  the
proposed  sale or other  disposition  may be effected  without  registering  the
Restricted   Securities  involved  under  the  Securities  Act  or  under  state
securities  laws,  such Holder  shall be entitled  to Transfer  such  Restricted
Securities in accordance with the terms of the notice  delivered to the Company.
The  Company  will  advise  the  Holder,  within  five (5)  business  days after
submission  of such  notice,  whether such Holder is entitled to so Transfer the
Restricted Securities. If the Holder is entitled to so Transfer, he shall submit
the stock certificate or certificates evidencing the Restricted Securities to be
Transferred  to the  Company in proper  form for  Transfer  and  accompanied  by
appropriate instruments of Transfer. Restricted Securities thus

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Transferred (and each of the certificates  evidencing any untransferred  balance
of the  Securities not so  transferred)  shall bear the  restrictive  legend set
forth in Section  8(a),  unless,  in the opinion of both such legal  counsel (or
legal  counsel to the  Company  if the Holder did not  present an opinion of its
legal counsel),  such legend is not required by the applicable provisions of the
Securities Act or state securities laws; and

                                    (ii) If in the reasonable  opinion of either
of such legal  counsel  (or legal  counsel to the  Company if the Holder did not
present  an opinion  of its legal  counsel),  the  proposed  Transfer  cannot be
effected without registering the Securities involved under the Securities Act or
state  securities laws, such Holder shall not offer to Transfer or Transfer such
Restricted  Securities  unless and until such  Restricted  Securities  have been
registered under the Securities Act or state securities laws for such purpose or
an  exemption  from such  registration  becomes  available  pursuant  to Section
8(b)(i) above.

                  6. Piggy-Back Registration Rights. If at any time prior to the
expiration of the Registration Period (as hereinafter defined) the Company shall
file with the  Securities  and Exchange  Commission  (the "SEC") a  registration
statement (the  "Registration  Statement") under the Securities Act of 1933 (the
"1933 Act") relating to (i) a firm underwritten  offering for its own account or
the account of others under the 1933 Act of any of its equity securities or (ii)
any other  offering  for its own account or the account of others under the 1933
Act of any of its equity securities (other than on Form S-4 or Form S-8 or their
then equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities  issuable in
connection with stock option or other employee  benefit plans) the Company shall
send to the  Purchaser  written  notice  of such  determination  and,  if within
fifteen (15) days after the effective date of such notice,  the Purchaser  shall
so request in writing, the Company shall include in such Registration  Statement
all or any part of the Note Shares or Warrant  Shares the Purchaser  requests to
be  registered,  except  that if, in  connection  with any  underwritten  public
offering  for the  account of the Company the  managing  underwriter(s)  thereof
shall  impose a  limitation  on the number of shares of Common Stock that may be
included  in  the  Registration   Statement  because,  in  such  underwriter(s)'
judgment,  marketing or other  factors  dictate such  limitation is necessary to
facilitate public  distribution,  then the Company shall be obligated to include
in such  Registration  Statement only such limited portion of the Note Shares or
Warrant  Shares with  respect to which the  Purchaser  has  requested  inclusion
hereunder  as the  underwriter  shall  permit.  Any  exclusion of Note Shares or
Warrant  Shares shall be made pro rata among the  Purchasers  seeking to include
Note Shares or Warrant  Shares,  in  proportion  to the number of Note Shares or
Warrant Shares sought to be included by such Purchaser;  provided, however, that
the  Company  shall not exclude  any Note  Shares or Warrant  Shares  unless the
Company has first excluded all outstanding securities,  the holders of which are
not entitled to inclusion of such securities in such  Registration  Statement or
are not entitled to pro rata inclusion  with the Note Shares or Warrant  Shares;
and provided,  further,  however,  that,  after giving effect to the immediately
preceding proviso,  any exclusion of Note Shares or Warrant Shares shall be made
pro rata with  holders of other  securities  having  the right to  include  such
securities  in the  Registration  Statement  other than  holders  of  securities
entitled to  inclusion of their  securities  in such  Registration  Statement by
reason of demand registration rights. If an offering in connection with

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which  an  Investor  is  entitled  to  registration  under  this  Section  is an
underwritten offering,  then each Purchaser whose Note Shares and Warrant Shares
are included in such  Registration  Statement shall,  unless otherwise agreed by
the  Company,  offer  and  sell  such  Note  Shares  or  Warrant  Shares  in  an
underwritten offering using the same underwriter or underwriters and, subject to
the  provisions  of this  Agreement,  on the same terms and  conditions as other
shares of Common Stock included in such  underwritten  offering.  All reasonable
expenses,  other  than  underwriting  discounts  and  commissions,  included  in
connection with the  registration of the Note Shares and Warrant Shares pursuant
to the foregoing provision, shall be borne by the Company.

                  7.  Survival  of the  Representations.  Warranties.  etc.  The
respective  agreements,  representations,   warranties,  indemnities  and  other
statements made by or on behalf of the Company and the Purchaser,  respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any  investigation  made by or on behalf of the other party to this Agreement or
any  officer,  director or employee  of, or person  controlling  or under common
control  with,  such party and will  survive  delivery  of any  payment  for the
Securities.

                  8.  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:          [Name & Address]


  Telecopy:


  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


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

                  9. Third Party  Beneficiary.  Any permitted  transferee of any
part of the  Securities  shall be a third  party  beneficiary  of the  Company's
obligations  under this Agreement,  the Note and the Warrant.  Such person shall
have all the rights of a third party beneficiary with respect to the enforcement
against  the  Company  of any  provision  of this  Agreement,  the  Note and the
Warrant.

                  10. Miscellaneous.

                           (a) This  Agreement  may be  executed  in one or more
counterparts  and it is not necessary  that  signatures of all parties appear on
the same counterpart,  but such  counterparts  together shall constitute but one
and the same agreement.

                           (b) This Agreement  shall inure to the benefit of and
be binding upon the parties hereto,  their  respective  successors and permitted
assigns.

                           (c)  This   agreement   shall  be  governed  by,  and
construed in accordance  with, the laws of the State of New York (without giving
effect to conflicts  of laws  principles).  With respect to any suit,  action or
proceedings  relating to this  Agreement,  each of the Company and the Purchaser
irrevocably submits to the exclusive  jurisdiction of the courts of the State of
New  York and the  United  States  District  Court  located  in the  Borough  of
Manhattan  in the City of New York  and  hereby  waives  to the  fullest  extent
permitted by applicable  law any claim that any such suit,  action or proceeding
has been  brought in an  inconvenient  forum.  Subject to  applicable  law,  the
Company agrees that final judgment  against it in any legal action or proceeding
arising out of or relating to this  Agreement,  the Note or the Warrant shall be
conclusive and may be enforced in any other  jurisdiction  within or outside the
United States by suit on the judgment,  a certified copy of which judgment shall
be conclusive  evidence thereof and the amount of its  indebtedness,  or by such
other means provided by law.

                           (d) The  headings of the  sections  of this  document
have been inserted for  convenience of reference only and shall not be deemed to
be a part of this Agreement.

                           (e) The  provisions of this  Agreement are severable,
and if any clause or provision shall be held invalid,  illegal or  unenforceable
in whole or in part in

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any jurisdiction,  then such invalidity or unenforceability shall affect in that
jurisdiction  only such clause or provision,  or part thereof,  and shall not in
any manner  affect such clause or  provision  in any other  jurisdiction  or any
other clause or provision of this Agreement in any jurisdiction.

                           (f)  This  Agreement,  including  the  schedules  and
exhibits  hereto,  constitutes the sole and entire agreement of the parties with
respect to the subject matter hereof.

                  IN WITNESS WHEREOF,  this Agreement has been duly executed and
delivered by the duly authorized  officer(s) of each party hereto as of the date
first above written.


                                                    GREENMAN TECHNOLOGIES, INC.

                                                    By:
                                                       -------------------------
                                                        Maurice E. Needham
                                                        Chief Executive Officer

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



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