-1-
-1-
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

                            EXERCISABLE ON OR BEFORE
                   5:00 P.M., NEW YORK TIME, FEBRUARY 15, 2010

200,000 OPTIONS

                                     OPTION

                  This Option certifies that Strategic Growth Internatinal,
Inc., or its registered assigns, is the registered holder of Options to
purchase, at any time from February 16, 2005, until 5:00 P.M. New York City time
on February 15, 2010 ("Expiration Date"), up to Two Hundred Thousand (200,000)
shares (the "Shares") of fully-paid and non-assessable common stock, $0.001 par
value per share (the "Common Stock"), of Western Power & Equipment Corp., a
Delaware corporation (the "Company") subject to the terms and conditions set
forth herein. This Option and any Option resulting from a transfer or
subdivision of this Option shall sometimes hereinafter be referred to as an
"Option" or, collectively, as the "Options".

1.          Exercise of Options.

            1.1 Each Option is exercisable to purchase one share of Common Stock
at a purchase price of $1.19 per Share, subject to the adjustment provisions
below, payable in cash or by check to the order of the Company, or any
combination of cash or check. Upon surrender of this Option, along with a) the
duly executed "Form of Election to Purchase" annexed hereto as exhibit "A": b)
the duly executed "Investment Representation Letter" annexed hereto as exhibit
"B"; and c) payment of the Purchase Price (as hereinafter defined) for the
Shares purchased, at the Company's principal office, the registered holder of a
Option ("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the shares so purchased. The purchase rights represented by
this Option are exercisable at the option of the Holder hereof, in whole only
(but not as to fractional shares of the Common Stock).

                                      -1-
<PAGE>

            1.2 In lieu of the payment of cash upon exercise of the Option as
provided in Section 1.1, the Holder may exercise the Option by surrendering the
Option at the principal office of the Company, accompanied by a notice stating
(i) the Holder's intent to effect such exercise by an exchange, (ii) Common
Stock to be issued upon the exchange, (iii) whether Options are to be
surrendered in connection with the exchange, and (iv) the date on which the
Holder requests that such exchange is to occur. The Purchase Price for the
shares of Common Stock to be acquired in the exchange shall be paid by the
surrender as indicated in the notice, of Options, having a "Value", as defined
below, equal to the Purchase Price. "Value" as to each Option shall mean the
difference between the "Market Price", as hereinafter defined, of a share of
Common Stock and the then Purchase Price for a share of Common Stock.

                  By way of example of the application of the formula, assume
that the Market Price of the Common Stock is $8.00, and the Purchase Price of
the Option is $6.00. On such assumptions, the Value of a Option is $2.00
($8.00-$6.00) and therefore for each three Options surrendered, the Holder could
acquire one share of Common Stock in the exchange.

                  As used herein in the phrase "Market Price" at any date shall
be deemed to be the last reported sale price, or, in the case no such reported
sale takes place on such day, the average of the last reported sales prices for
the last three (3) trading days, in either case as officially reported by the
principal securities exchange on which the Common Stock is listed or admitted to
trading, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, the average closing bid price on the NASDAQ Over
the Counter Market ("NASDAQ") or similar organization if NASDAQ is no longer
reporting such information, or if the Common Stock is not quoted on NASDAQ, as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.

2.          Issuance of Certificates. Upon the exercise of the Options, the
issuance of certificates for the Shares shall be made forthwith (and in any
event within ten (10) business days thereafter) without charge to the Holder
thereof including, without limitation, any tax which may be payable in respect
of the issuance thereof, and such certificates

                                      -2-
<PAGE>

shall (subject to the provisions of Article 3 hereof) be issued in the name of,
or in such names as may be directed by, the Holder thereof; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any such
certificates in a name other than that of the Holder and the Company shall not
be required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

                  The certificates representing the Shares shall be executed on
behalf of the Company by the manual or facsimile signature of those officers
required to sign such certificates under applicable law.

                  This Option and, upon exercise of the Options, the
certificates representing the Shares shall bear a legend substantially similar
to the following:

            "The securities represented by this certificate have not been
            registered under the Securities Act of 1933, as amended ("Act"), and
            may not be offered or sold except (i) pursuant to an effective
            registration statement under the Act, (ii) to the extent applicable,
            pursuant to Rule 144 under the Act (or any similar rule under such
            Act relating to the disposition of securities), or (iii) upon the
            delivery by the holder to the Company of an opinion of counsel,
            reasonably satisfactory to counsel to the issuer, stating that an
            exemption from registration under such Act is available."

3.          Restriction on Transfer of Options. The Holder of this Option, by
its acceptance thereof, covenants and agrees that the Options and the shares of
Common Stock issuable upon exercise of the Options are being acquired as an
investment and not with a view to the distribution thereof.

4.          Price.

            4.1. Initial and Adjusted Purchase Price. The initial purchase price
of each Option shall be $1.19 per Share. The adjusted purchase price shall be
the price which shall result from time to time from any and all adjustments of
the initial purchase price in accordance with the provisions of Article 5
hereof.

            4.2. Purchase Price. The term "Purchase Price" herein shall mean the
initial purchase price or the

                                      -3-
<PAGE>

adjusted purchase price, depending upon the context.

5.          Adjustments of Purchase Price and Number of Shares.

            5.1. Dividends and Distributions. In case the Company shall at any
time pay a dividend in shares of Common Stock, then upon such dividend or
distribution, the Purchase Price in effect immediately prior to such event shall
be reduced to a price determined by dividing an amount equal to the total number
of shares of Common Stock outstanding immediately prior to such dividend or
distribution multiplied by the Purchase Price in effect immediately prior to
such dividend or distribution by the total number of shares of Common Stock
outstanding immediately after such issuance or sale.

            5.2. Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding shares of Common Stock, the Purchase
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

            5.3. Adjustment in Number of Shares. Upon each adjustment of the
Purchase Price pursuant to the provisions of this Article 5, the number of
Shares issuable upon the exercise of each Option shall be adjusted to the
nearest full Share by multiplying a number equal to the Purchase Price in effect
immediately prior to such adjustment by the number of Shares issuable upon
exercise of the Options immediately prior to such adjustment and dividing the
product so obtained by the adjusted Purchase Price.

            5.4. Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of the property of the
Company as an entirety, the Holder shall thereafter have the right to purchase
the kind and number of shares of stock and other

                                      -4-
<PAGE>

securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance as if the Holder were the owner of the
shares of Common Stock underlying the Options immediately prior to any such
events at a price equal to the product of (x) the number of shares issuable upon
exercise of the Options and (y) the Purchase Price in effect immediately prior
to the record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Options.

6.          Exchange and Replacement of Options. Each Option is exchangeable
without expense, upon the surrender hereof by the registered Holder at the
principal executive office of the Company, for a new Option of like tenor and
date representing in the aggregate the right to purchase the same number of
Shares in such denominations as shall be designated by the Holder thereof at the
time of such surrender. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Option,
and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Options, if
mutilated, the Company will make and deliver a new Option of like tenor, in lieu
thereof.

7.          Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
and shall not be required to issue scrip or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
shares of Common Stock.

8.          Reservation of Shares. The Company has reserved a sufficient number
of shares of Common Stock for issuance upon exercise of the Options. The Company
covenants and agrees that, upon exercise of the Options and payment of the
Purchase Price therefor, all shares of Common Stock issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any shareholder.

9.          Notices to Option Holders. Nothing contained in this Agreement shall
be construed as conferring upon the Holder or Holders the right to vote or to
consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of

                                      -5-
<PAGE>

the Company. If, however, at any time prior to the expiration of the Options and
their exercise, any of the following events shall occur:

            (a) the Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or

            (b) the Company shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or Option to subscribe therefor; or

            (c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed;

                  then, in any one or more of said events, the Company shall
give written notice of such event at least fifteen (15) days prior to the date
fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, options or
Options, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of closing
the transfer books, as the case may be. Failure to give such notice or any
defect therein shall not affect the validity of any action taken in connection
with the declaration or payment of any such dividend or distribution, or the
issuance of any convertible or exchangeable securities or subscription rights,
options or Options, or any proposed dissolution, liquidation, winding up or
sale.

10.         Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

            (a) If to a registered Holder of the Options, to the address of such
Holder as shown on the books of

                                      -6-
<PAGE>

the Company; or

            (b) If to the Company, to the address set forth in Section 1 of this
Agreement or to such other address as the Company may designate by notice to the
Holders.

11.         Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder. IN WITNESS WHEREOF, the Company has
caused this Option to be duly executed, as of the day and year first above
written.

[SEAL]                                 WESTERN POWER & EQUIPMENT CORP.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



























                                      -7-
<PAGE>

                                                                       EXHIBIT A

To:      WESTERN POWER & EQUIPMENT CORP.





ELECTION TO EXERCISE

The undersigned hereby exercises his or its rights to purchase
_____________________ Shares covered by the within Option and tenders payment
herewith in the amount of $_______________ in accordance with the terms thereof,
certifies that he owns this Option free and clear of any and all claims, liens
and/or encumbrances and requests that certificates for such securities be issued
in the name of, and delivered to:




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

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

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

                                        Print Name, Address, and Social Security
                                        or Tax Identification Number of Person
                                        Receiving Shares

Dated:  _________________, 200-

Your Name:  _____________________________
                         (Print)

Address:  _______________________________

Signature:  _____________________________




                                      -8-
<PAGE>

                                                                       EXHIBIT B

                        INVESTMENT REPRESENTATION LETTER

                                                             _____________, 200_

WESTERN POWER & EQUIPMENT CORP.





Gentlemen:

In connection with the issuance to the undersigned of _______________ shares(the
"Shares") of common stock (the "Common Stock") of WESTERN POWER & EQUIPMENT
CORP. (the "Company") upon exercise of that certain Option issued by the Company
in favor of the undersigned, the undersigned hereby represents, Options to, and
covenants with the Company as follows:

The undersigned understands that (A) the Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or the securities laws of
any state, based upon applicable exemptions from such registration requirements;
(B) the Shares are "restricted securities," as said term is defined in Rule 144
of the Rules and Regulations promulgated under the Act; (C) the Shares may not
be sold or otherwise transferred unless they have been first registered under
the Act and all applicable state securities laws, or unless exemptions from such
registration provisions are available with respect to said resale or transfer;
(D) a legend to the foregoing effect will be placed on the certificate or
certificates representing the Shares; and (E) stop transfer instructions with
respect to the foregoing will be placed with the transfer agent for the Common
Stock with respect to the Shares;

The undersigned is acquiring the Shares solely for the account of the
undersigned for investment purposes only, and not with a current view towards
the distribution thereof;

(iii)    The undersigned agrees that the undersigned will not sell, transfer,
hypothecate or otherwise dispose of the Shares other than pursuant to an
effective registration statement under the Act unless prior thereto the Company
receives either an opinion, in form and substance reasonably acceptable to the
Company, of the Company's counsel or counsel for the undersigned reasonably
acceptable to the Company, that the proposed transaction may be effected without
compliance with the registration provisions of the Act;

(iv)     The undersigned (or the representative of the undersigned if the
undersigned is an entity) has had a reasonable opportunity to ask questions of
and receive answers from the Company, or a person or

                                      -9-
<PAGE>

persons acting on behalf of the Company, concerning the Company and its
financial condition, and all such questions, if any, have been answered to the
full satisfaction of the undersigned (or such representative);

(v)      The undersigned (or the representative of the undersigned if the
undersigned is an entity) has the financial and business expertise and
experience required to make an informed investment decision with respect to the
Company and the Shares;

(vi)     The undersigned hereby agrees to indemnify the Company and hold it
harmless from and against any and all losses, damages, liabilities, costs and
expenses which it may sustain or incur in connection with the breach by the
undersigned of any representation, Optiony or covenant made by the undersigned
herein; and

(vii)    In rendering any opinion to the transfer agent for the Common Stock
with respect to the issuance of the Shares, counsel for the Company may rely on
the representations of the undersigned contained herein as if they were made
directly to them.


                                        ----------------------------------------
                                        Name of Investor [please print]

                                        ----------------------------------------
                                        Signature of Investor


                                        ----------------------------------------
                                        Title (if signed on behalf of an entity)

                                        ----------------------------------------
                                        Address of Investor








                                      -10-
<PAGE>

                                                                       EXHIBIT C

                               FORM OF ASSIGNMENT

(TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE
ATTACHED OPTION.)

FOR VALUE RECEIVED, ________________________________ hereby sells, assigns, and
transfers unto ________________________________________ a Option to purchase
shares of Common Stock, $.01 par value per share, of WESTERN POWER & EQUIPMENT
CORP. (the "Company"), together with all right, title, and interest therein, and
does hereby irrevocably constitute and appoint attorney to transfer such Option
on the books of the Company, with full power of substitution.

Dated:  __________________, 200_

Signature ______________________

Signature Guaranteed:

NOTICE

The signature on the foregoing Assignment must correspond to the name as written
upon the face of this Option in every particular, without alteration or
enlargement or any change whatsoever.




















                                      -11-