EXHIBIT 4.4
                                                                     -----------

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                         WESTERN POWER & EQUIPMENT CORP.

                  THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
that, for value received, _____________ (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the "Initial Exercise Date")
and on or prior to the close of business on the five year anniversary of the
Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe
for and purchase from Western Power & Equipment Corp., a Delaware corporation
(the "Company"), up to ______ shares (the "Warrant Shares") of Common Stock, par
value $0.001 per share, of the Company (the "Common Stock"). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).

         Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the "Purchase Agreement"), dated June 8, 2005, among the
Company and the purchasers signatory thereto.

         Section 2.      Exercise.
         ---------       --------

                  a)     Exercise of Warrant. Exercise of the purchase rights
         represented by this Warrant may be made, in whole or in part, at any
         time or times on or after the Initial Exercise Date and on or before
         the Termination Date by delivery to the Company of a duly executed
         facsimile copy of the Notice of Exercise Form annexed hereto (or such
         other office or agency of the Company as it may designate by notice in
         writing to the registered Holder at the address of such Holder
         appearing on the books of the Company); provided, however, within 5
         Trading Days of the date said Notice of Exercise is delivered

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         to the Company, the Holder shall have surrendered this Warrant to the
         Company and the Company shall have received payment of the aggregate
         Exercise Price of the shares thereby purchased by wire transfer or
         cashier's check drawn on a United States bank.

                  b)     Exercise Price. The exercise price of the Common Stock
         under this Warrant shall be $1.75, subject to adjustment hereunder (the
         "Exercise Price").

                  c)     Cashless Exercise. If at any time after one year from
         the date of issuance of this Warrant there is no effective Registration
         Statement registering, or no current prospectus available for, the
         resale of the Warrant Shares by the Holder, then this Warrant may also
         be exercised at such time by means of a "cashless exercise" in which
         the Holder shall be entitled to receive a certificate for the number of
         Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)]
         by (A), where:

                  (A) = the VWAP on the Trading Day immediately preceding the
                        date of such election;

                  (B) = the Exercise Price of this Warrant, as adjusted; and

                  (X) = the number of Warrant Shares issuable upon exercise of
                        this Warrant in accordance with the terms of this
                        Warrant by means of a cash exercise rather than a
                        cashless exercise.

                  Notwithstanding anything herein to the contrary, on the
         Termination Date, this Warrant shall be automatically exercised via
         cashless exercise pursuant to this Section 2(c).

                  d)     Exercise Limitations; Holder's Restrictions. A Holder
         shall not have the right to exercise any portion of this Warrant,
         pursuant to Section 2(c) or otherwise, to the extent that after giving
         effect to such issuance after exercise, such Holder (together with such
         Holder's affiliates), as set forth on the applicable Notice of
         Exercise, would beneficially own in excess of 4.99% of the number of
         shares of the Common Stock outstanding immediately after giving effect
         to such issuance. For purposes of the foregoing sentence, the number of
         shares of Common Stock beneficially owned by such Holder and its
         affiliates shall include the number of shares of Common Stock issuable
         upon exercise of this Warrant with respect to which the determination
         of such sentence is being made, but shall exclude the number of shares
         of Common Stock which would be issuable upon (A) exercise of the
         remaining, nonexercised portion of this Warrant beneficially owned by
         such Holder or any of its affiliates and (B) exercise or conversion of
         the unexercised or nonconverted portion of any other securities of the
         Company (including, without limitation, any other Debentures or
         Warrants) subject to a limitation on conversion or exercise analogous
         to the limitation contained herein beneficially owned by such Holder or
         any of its affiliates. Except as set forth in the preceding sentence,
         for purposes of this Section 2(d), beneficial ownership shall be
         calculated in accordance with Section 13(d) of the Exchange Act, it
         being acknowledged by a Holder that the Company is not representing to
         such Holder that such calculation is in compliance with Section 13(d)
         of the Exchange Act and such Holder is solely responsible for any
         schedules

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         required to be filed in accordance therewith. To the extent that the
         limitation contained in this Section 2(d) applies, the determination of
         whether this Warrant is exercisable (in relation to other securities
         owned by such Holder) and of which a portion of this Warrant is
         exercisable shall be in the sole discretion of a Holder, and the
         submission of a Notice of Exercise shall be deemed to be each Holder's
         determination of whether this Warrant is exercisable (in relation to
         other securities owned by such Holder) and of which portion of this
         Warrant is exercisable, in each case subject to such aggregate
         percentage limitation, and the Company shall have no obligation to
         verify or confirm the accuracy of such determination. For purposes of
         this Section 2(d), in determining the number of outstanding shares of
         Common Stock, a Holder may rely on the number of outstanding shares of
         Common Stock as reflected in (x) the Company's most recent Form 10-Q or
         Form 10-K, as the case may be, (y) a more recent public announcement by
         the Company or (z) any other notice by the Company or the Company's
         Transfer Agent setting forth the number of shares of Common Stock
         outstanding. Upon the written or oral request of a Holder, the Company
         shall within two Trading Days confirm orally and in writing to such
         Holder the number of shares of Common Stock then outstanding. In any
         case, the number of outstanding shares of Common Stock shall be
         determined after giving effect to the conversion or exercise of
         securities of the Company, including this Warrant, by such Holder or
         its affiliates since the date as of which such number of outstanding
         shares of Common Stock was reported. The provisions of this Section
         2(d) may be waived by such Holder, at the election of such Holder, upon
         not less than 61 days' prior notice to the Company, and the provisions
         of this Section 2(d) shall continue to apply until such 61st day (or
         such later date, as determined by such Holder, as may be specified in
         such notice of waiver).

                  e)     Mechanics of Exercise.

                         i.    Authorization of Warrant Shares. The Company
         covenants that all Warrant Shares which may be issued upon the exercise
         of the purchase rights represented by this Warrant will, upon exercise
         of the purchase rights represented by this Warrant, be duly authorized,
         validly issued, fully paid and nonassessable and free from all taxes,
         liens and charges in respect of the issue thereof (other than taxes in
         respect of any transfer occurring contemporaneously with such issue).

                         ii.   Delivery of Certificates Upon Exercise.
         Certificates for shares purchased hereunder shall be transmitted by the
         transfer agent of the Company to the Holder by crediting the account of
         the Holder's prime broker with the Depository Trust Company through its
         Deposit Withdrawal Agent Commission ("DWAC") system if the Company is a
         participant in such system, and otherwise by physical delivery to the
         address specified by the Holder in the Notice of Exercise within 3
         Trading Days from the delivery to the Company of the Notice of Exercise
         Form, surrender of this Warrant and payment of the aggregate Exercise
         Price as set forth above ("Warrant Share Delivery Date"), provided that
         such delivery and surrender occurs before 12:00 Noon EST on such date.
         This Warrant shall be deemed to have been exercised

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         on the date the Exercise Price is received by the Company. The Warrant
         Shares shall be deemed to have been issued, and Holder or any other
         person so designated to be named therein shall be deemed to have become
         a holder of record of such shares for all purposes, as of the date the
         Warrant has been exercised by payment to the Company of the Exercise
         Price and all taxes required to be paid by the Holder, if any, pursuant
         to Section 2(e)(vii) prior to the issuance of such shares, have been
         paid.

                         iii.   Delivery of New Warrants Upon Exercise. If this
         Warrant shall have been exercised in part, the Company shall, at the
         time of delivery of the certificate or certificates representing
         Warrant Shares, deliver to Holder a new Warrant evidencing the rights
         of Holder to purchase the unpurchased Warrant Shares called for by this
         Warrant, which new Warrant shall in all other respects be identical
         with this Warrant.

                         iv.   Rescission Rights. If the Company fails to cause
         its transfer agent to transmit to the Holder a certificate or
         certificates representing the Warrant Shares pursuant to this Section
         2(e)(iv) by the Warrant Share Delivery Date, then the Holder will have
         the right to rescind such exercise.

                         v. Compensation for Buy-In on Failure to Timely Deliver
         Certificates Upon Exercise. In addition to any other rights available
         to the Holder, if the Company fails to cause its transfer agent to
         transmit to the Holder a certificate or certificates representing the
         Warrant Shares pursuant to an exercise on or before the Warrant Share
         Delivery Date, and if after such date the Holder is required by its
         broker to purchase (in an open market transaction or otherwise) shares
         of Common Stock to deliver in satisfaction of a sale by the Holder of
         the Warrant Shares which the Holder anticipated receiving upon such
         exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
         Holder the amount by which (x) the Holder's total purchase price
         (including brokerage commissions, if any) for the shares of Common
         Stock so purchased exceeds (y) the amount obtained by multiplying (A)
         the number of Warrant Shares that the Company was required to deliver
         to the Holder in connection with the exercise at issue times (B) the
         price at which the sell order giving rise to such purchase obligation
         was executed, and (2) at the option of the Holder, either reinstate the
         portion of the Warrant and equivalent number of Warrant Shares for
         which such exercise was not honored or deliver to the Holder the number
         of shares of Common Stock that would have been issued had the Company
         timely complied with its exercise and delivery obligations hereunder.
         For example, if the Holder purchases Common Stock having a total
         purchase price of $11,000 to cover a Buy-In with respect to an
         attempted exercise of shares of Common Stock with an aggregate sale
         price giving rise to such purchase obligation of $10,000, under clause
         (1) of the immediately preceding sentence the Company shall be required
         to pay the Holder $1,000. The Holder shall provide the

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         Company written notice indicating the amounts payable to the Holder in
         respect of the Buy-In, together with applicable confirmations and other
         evidence reasonably requested by the Company. Nothing herein shall
         limit a Holder's right to pursue any other remedies available to it
         hereunder, at law or in equity including, without limitation, a decree
         of specific performance and/or injunctive relief with respect to the
         Company's failure to timely deliver certificates representing shares of
         Common Stock upon exercise of the Warrant as required pursuant to the
         terms hereof.

                         vi. No Fractional Shares or Scrip. No fractional shares
         or scrip representing fractional shares shall be issued upon the
         exercise of this Warrant. As to any fraction of a share which Holder
         would otherwise be entitled to purchase upon such exercise, the Company
         shall pay a cash adjustment in respect of such final fraction in an
         amount equal to such fraction multiplied by the Exercise Price.

                         vii. Charges, Taxes and Expenses. Issuance of
         certificates for Warrant Shares shall be made without charge to the
         Holder for any issue or transfer tax or other incidental expense in
         respect of the issuance of such certificate, all of which taxes and
         expenses shall be paid by the Company, and such certificates shall be
         issued in the name of the Holder or in such name or names as may be
         directed by the Holder; provided, however, that in the event
         certificates for Warrant Shares are to be issued in a name other than
         the name of the Holder, this Warrant when surrendered for exercise
         shall be accompanied by the Assignment Form attached hereto duly
         executed by the Holder; and the Company may require, as a condition
         thereto, the payment of a sum sufficient to reimburse it for any
         transfer tax incidental thereto.

                         viii. Closing of Books. The Company will not close its
         stockholder books or records in any manner which prevents the timely
         exercise of this Warrant, pursuant to the terms hereof.

         Section 3.      Certain Adjustments.
         ----------      --------------------

                  a)     Stock Dividends and Splits. If the Company, at any time
         while this Warrant is outstanding: (A) pays a stock dividend or
         otherwise make a distribution or distributions on shares of its Common
         Stock or any other equity or equity equivalent securities payable in
         shares of Common Stock (which, for avoidance of doubt, shall not
         include any shares of Common Stock issued by the Company pursuant to
         this Warrant), (B) subdivides outstanding shares of Common Stock into a
         larger number of shares, (C) combines (including by way of reverse
         stock split) outstanding shares of Common Stock into a smaller number
         of shares, or (D) issues by reclassification of shares of the Common
         Stock any shares of capital stock of the Company, then in each case the
         Exercise Price shall be multiplied by a fraction of which the numerator
         shall be the number of shares of Common Stock (excluding treasury
         shares, if any) outstanding

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         immediately before such event and of which the denominator shall be the
         number of shares of Common Stock outstanding immediately after such
         event and the number of shares issuable upon exercise of this Warrant
         shall be proportionately adjusted. Any adjustment made pursuant to this
         Section 3(a) shall become effective immediately after the record date
         for the determination of stockholders entitled to receive such dividend
         or distribution and shall become effective immediately after the
         effective date in the case of a subdivision, combination or
         re-classification.

                  b)     Subsequent Equity Sales. If the Company or any
         Subsidiary thereof, as applicable, at any time while this Warrant is
         outstanding, shall offer, sell, grant any option to purchase or offer,
         sell or grant any right to reprice its securities, or otherwise dispose
         of or issue (or announce any offer, sale, grant or any option to
         purchase or other disposition) any Common Stock or Common Stock
         Equivalents entitling any Person to acquire shares of Common Stock, at
         an effective price per share less than the then Exercise Price (such
         lower price, the "Base Share Price" and such issuances collectively, a
         "Dilutive Issuance"), as adjusted hereunder (if the holder of the
         Common Stock or Common Stock Equivalents so issued shall at any time,
         whether by operation of purchase price adjustments, reset provisions,
         floating conversion, exercise or exchange prices or otherwise, or due
         to warrants, options or rights per share which is issued in connection
         with such issuance, be entitled to receive shares of Common Stock at an
         effective price per share which is less than the Exercise Price, such
         issuance shall be deemed to have occurred for less than the Exercise
         Price on such date of the Dilutive Issuance), then, the Exercise Price
         shall be reduced and only reduced to equal the Base Share Price and the
         number of Warrant Shares issuable hereunder shall be increased such
         that the aggregate Exercise Price payable hereunder, after taking into
         account the decrease in the Exercise Price, shall be equal to the
         aggregate Exercise Price prior to such adjustment. Such adjustment
         shall be made whenever such Common Stock or Common Stock Equivalents
         are issued. Notwithstanding the foregoing, no adjustments shall be
         made, paid or issued under this Section 3(b) in respect of an Exempt
         Issuance. The Company shall notify the Holder in writing, no later than
         the Trading Day following the issuance of any Common Stock or Common
         Stock Equivalents subject to this section, indicating therein the
         applicable issuance price, or of applicable reset price, exchange
         price, conversion price and other pricing terms (such notice the
         "Dilutive Issuance Notice"). For purposes of clarification, whether or
         not the Company provides a Dilutive Issuance Notice pursuant to this
         Section 3(b), upon the occurrence of any Dilutive Issuance, after the
         date of such Dilutive Issuance the Holder is entitled to receive a
         number of Warrant Shares based upon the Base Share Price regardless of
         whether the Holder accurately refers to the Base Share Price in the
         Notice of Exercise.

                  c)     Pro Rata Distributions. If the Company, at any time
         prior to the Termination Date, shall distribute to all holders of
         Common Stock (and not to Holders of the Warrants) evidences of its
         indebtedness or assets (including cash and cash dividends) or rights or
         warrants to subscribe for or purchase any security other than the
         Common Stock (which shall be subject to Section 3(b)), then in each
         such case the Exercise Price shall be adjusted by multiplying the
         Exercise Price in effect immediately prior to the record date fixed for
         determination of stockholders entitled to receive such distribution by
         a fraction of which the denominator shall be the VWAP determined as of
         the record date

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         mentioned above, and of which the numerator shall be such VWAP on such
         record date less the then per share fair market value at such record
         date of the portion of such assets or evidence of indebtedness so
         distributed applicable to one outstanding share of the Common Stock as
         determined by the Board of Directors in good faith. In either case the
         adjustments shall be described in a statement provided to the Holder of
         the portion of assets or evidences of indebtedness so distributed or
         such subscription rights applicable to one share of Common Stock. Such
         adjustment shall be made whenever any such distribution is made and
         shall become effective immediately after the record date mentioned
         above.

                  d)     Fundamental Transaction. If, at any time while this
         Warrant is outstanding, (A) the Company effects any merger or
         consolidation of the Company with or into another Person, (B) the
         Company effects any sale of all or substantially all of its assets in
         one or a series of related transactions, (C) any tender offer or
         exchange offer (whether by the Company or another Person) is completed
         pursuant to which holders of Common Stock are permitted to tender or
         exchange their shares for other securities, cash or property, or (D)
         the Company effects any reclassification of the Common Stock or any
         compulsory share exchange pursuant to which the Common Stock is
         effectively converted into or exchanged for other securities, cash or
         property (in any such case, a "Fundamental Transaction"), then, upon
         any subsequent exercise of this Warrant, the Holder shall have the
         right to receive, for each Warrant Share that would have been issuable
         upon such exercise immediately prior to the occurrence of such
         Fundamental Transaction, at the option of the Holder, (a) upon exercise
         of this Warrant, the number of shares of Common Stock of the successor
         or acquiring corporation or of the Company, if it is the surviving
         corporation, and any additional consideration (the "Alternate
         Consideration") receivable upon or as a result of such reorganization,
         reclassification, merger, consolidation or disposition of assets by a
         Holder of the number of shares of Common Stock for which this Warrant
         is exercisable immediately prior to such event or (b) if the Company is
         acquired in an all cash transaction, cash equal to the value of this
         Warrant as determined in accordance with the Black-Scholes option
         pricing formula. For purposes of any such exercise, the determination
         of the Exercise Price shall be appropriately adjusted to apply to such
         Alternate Consideration based on the amount of Alternate Consideration
         issuable in respect of one share of Common Stock in such Fundamental
         Transaction, and the Company shall apportion the Exercise Price among
         the Alternate Consideration in a reasonable manner reflecting the
         relative value of any different components of the Alternate
         Consideration. If holders of Common Stock are given any choice as to
         the securities, cash or property to be received in a Fundamental
         Transaction, then the Holder shall be given the same choice as to the
         Alternate Consideration it receives upon any exercise of this Warrant
         following such Fundamental Transaction. To the extent necessary to
         effectuate the foregoing provisions, any successor to the Company or
         surviving entity in such Fundamental Transaction shall issue to the
         Holder a new warrant consistent with the foregoing provisions and
         evidencing the Holder's right to exercise such warrant into Alternate
         Consideration. The terms of any agreement pursuant to which a
         Fundamental Transaction is effected shall include terms requiring any
         such successor or surviving entity to comply with the provisions of
         this Section 3(d) and insuring that this Warrant (or any such
         replacement

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         security) will be similarly adjusted upon any subsequent transaction
         analogous to a Fundamental Transaction.

                  e)     Calculations. All calculations under this Section 3
         shall be made to the nearest cent or the nearest 1/100th of a share, as
         the case may be. For purposes of this Section 3, the number of shares
         of Common Stock deemed to be issued and outstanding as of a given date
         shall be the sum of the number of shares of Common Stock (excluding
         treasury shares, if any) issued and outstanding.

                  f)     Voluntary Adjustment By Company. The Company may at any
         time during the term of this Warrant reduce the then current Exercise
         Price to any amount and for any period of time deemed appropriate by
         the Board of Directors of the Company.

                  g)     Notice to Holders.

                         i.  Adjustment to Exercise Price. Whenever the Exercise
         Price is adjusted pursuant to this Section 3, the Company shall
         promptly mail to each Holder a notice setting forth the Exercise Price
         after such adjustment and setting forth a brief statement of the facts
         requiring such adjustment. If the Company issues a variable rate
         security, despite the prohibition thereon in the Purchase Agreement,
         the Company shall be deemed to have issued Common Stock or Common Stock
         Equivalents at the lowest possible conversion or exercise price at
         which such securities may be converted or exercised in the case of a
         Variable Rate Transaction (as defined in the Purchase Agreement).

                         ii. Notice to Allow Exercise by Holder. If (A) the
         Company shall declare a dividend (or any other distribution) on the
         Common Stock; (B) the Company shall declare a special nonrecurring cash
         dividend on or a redemption of the Common Stock; (C) the Company shall
         authorize the granting to all holders of the Common Stock rights or
         warrants to subscribe for or purchase any shares of capital stock of
         any class or of any rights; (D) the approval of any stockholders of the
         Company shall be required in connection with any reclassification of
         the Common Stock, any consolidation or merger to which the Company is a
         party, any sale or transfer of all or substantially all of the assets
         of the Company, of any compulsory share exchange whereby the Common
         Stock is converted into other securities, cash or property; (E) the
         Company shall authorize the voluntary or involuntary dissolution,
         liquidation or winding up of the affairs of the Company; then, in each
         case, the Company shall cause to be mailed to the Holder at its last
         address as it shall appear upon the Warrant Register of the Company, at
         least 20 calendar days prior to the applicable record or effective date
         hereinafter specified, a notice stating (x) the date on which a record
         is to be taken for the purpose of such dividend, distribution,
         redemption, rights or warrants, or if a record is not to be taken, the
         date as of which the holders of the Common Stock of record to be
         entitled to such dividend, distributions, redemption, rights or
         warrants

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         are to be determined or (y) the date on which such reclassification,
         consolidation, merger, sale, transfer or share exchange is expected to
         become effective or close, and the date as of which it is expected that
         holders of the Common Stock of record shall be entitled to exchange
         their shares of the Common Stock for securities, cash or other property
         deliverable upon such reclassification, consolidation, merger, sale,
         transfer or share exchange; provided, that the failure to mail such
         notice or any defect therein or in the mailing thereof shall not affect
         the validity of the corporate action required to be specified in such
         notice. The Holder is entitled to exercise this Warrant during the
         20-day period commencing on the date of such notice to the effective
         date of the event triggering such notice.

         Section 4.      Transfer of Warrant.
         ----------      --------------------

                  a)     Transferability. Subject to compliance with any
         applicable securities laws and the conditions set forth in Sections
         5(a) and 4(d) hereof and to the provisions of Section 4.1 of the
         Purchase Agreement, this Warrant and all rights hereunder are
         transferable, in whole or in part, upon surrender of this Warrant at
         the principal office of the Company, together with a written assignment
         of this Warrant substantially in the form attached hereto duly executed
         by the Holder or its agent or attorney and funds sufficient to pay any
         transfer taxes payable upon the making of such transfer. Upon such
         surrender and, if required, such payment, the Company shall execute and
         deliver a new Warrant or Warrants in the name of the assignee or
         assignees and in the denomination or denominations specified in such
         instrument of assignment, and shall issue to the assignor a new Warrant
         evidencing the portion of this Warrant not so assigned, and this
         Warrant shall promptly be cancelled. A Warrant, if properly assigned,
         may be exercised by a new holder for the purchase of Warrant Shares
         without having a new Warrant issued.

                  b)     New Warrants. This Warrant may be divided or combined
         with other Warrants upon presentation hereof at the aforesaid office of
         the Company, together with a written notice specifying the names and
         denominations in which new Warrants are to be issued, signed by the
         Holder or its agent or attorney. Subject to compliance with Section
         4(a), as to any transfer which may be involved in such division or
         combination, the Company shall execute and deliver a new Warrant or
         Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice.

                  c)     Warrant Register. The Company shall register this
         Warrant, upon records to be maintained by the Company for that purpose
         (the "Warrant Register"), in the name of the record Holder hereof from
         time to time. The Company may deem and treat the registered Holder of
         this Warrant as the absolute owner hereof for the purpose of any
         exercise hereof or any distribution to the Holder, and for all other
         purposes, absent actual notice to the contrary.

                  d)     Transfer Restrictions. If, at the time of the surrender
         of this Warrant in connection with any transfer of this Warrant, the
         transfer of this Warrant shall not be registered pursuant to an
         effective registration statement under the Securities Act and

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<PAGE>
         under applicable state securities or blue sky laws, the Company may
         require, as a condition of allowing such transfer (i) that the Holder
         or transferee of this Warrant, as the case may be, furnish to the
         Company a written opinion of counsel (which opinion shall be in form,
         substance and scope customary for opinions of counsel in comparable
         transactions) to the effect that such transfer may be made without
         registration under the Securities Act and under applicable state
         securities or blue sky laws, (ii) that the holder or transferee execute
         and deliver to the Company an investment letter in form and substance
         acceptable to the Company and (iii) that the transferee be an
         "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3),
         (a)(7), or (a)(8) promulgated under the Securities Act or a qualified
         institutional buyer as defined in Rule 144A(a) under the Securities
         Act.

         Section 5.      Miscellaneous.
         ----------      --------------

                  a)     Title to Warrant. Prior to the Termination Date and
         subject to compliance with applicable laws and Section 4 of this
         Warrant, this Warrant and all rights hereunder are transferable, in
         whole or in part, at the office or agency of the Company by the Holder
         in person or by duly authorized attorney, upon surrender of this
         Warrant together with the Assignment Form annexed hereto properly
         endorsed. The transferee shall sign an investment letter in form and
         substance reasonably satisfactory to the Company.

                  b)     No Rights as Shareholder Until Exercise. This Warrant
         does not entitle the Holder to any voting rights or other rights as a
         shareholder of the Company prior to the exercise hereof. Upon the
         surrender of this Warrant and the payment of the aggregate Exercise
         Price (or by means of a cashless exercise), the Warrant Shares so
         purchased shall be and be deemed to be issued to such Holder as the
         record owner of such shares as of the close of business on the later of
         the date of such surrender or payment.

                  c)     Loss, Theft, Destruction or Mutilation of Warrant. The
         Company covenants that upon receipt by the Company of evidence
         reasonably satisfactory to it of the loss, theft, destruction or
         mutilation of this Warrant or any stock certificate relating to the
         Warrant Shares, and in case of loss, theft or destruction, of indemnity
         or security reasonably satisfactory to it (which, in the case of the
         Warrant, shall not include the posting of any bond), and upon surrender
         and cancellation of such Warrant or stock certificate, if mutilated,
         the Company will make and deliver a new Warrant or stock certificate of
         like tenor and dated as of such cancellation, in lieu of such Warrant
         or stock certificate.

                  d)     Saturdays, Sundays, Holidays, etc. If the last or
         appointed day for the taking of any action or the expiration of any
         right required or granted herein shall be a Saturday, Sunday or a legal
         holiday, then such action may be taken or such right may be exercised
         on the next succeeding day not a Saturday, Sunday or legal holiday.

                  e)     Authorized Shares.

                         The Company covenants that during the period the
         Warrant is outstanding, it will reserve from its authorized and
         unissued Common Stock a sufficient number of shares to provide for the
         issuance of the Warrant Shares upon the

                                       10
<PAGE>
         exercise of any purchase rights under this Warrant. The Company further
         covenants that its issuance of this Warrant shall constitute full
         authority to its officers who are charged with the duty of executing
         stock certificates to execute and issue the necessary certificates for
         the Warrant Shares upon the exercise of the purchase rights under this
         Warrant. The Company will take all such reasonable action as may be
         necessary to assure that such Warrant Shares may be issued as provided
         herein without violation of any applicable law or regulation, or of any
         requirements of the Trading Market upon which the Common Stock may be
         listed.

                         Except and to the extent as waived or consented to by
         the Holder, the Company shall not by any action, including, without
         limitation, amending its certificate of incorporation or through any
         reorganization, transfer of assets, consolidation, merger, dissolution,
         issue or sale of securities or any other voluntary action, avoid or
         seek to avoid the observance or performance of any of the terms of this
         Warrant, but will at all times in good faith assist in the carrying out
         of all such terms and in the taking of all such actions as may be
         necessary or appropriate to protect the rights of Holder as set forth
         in this Warrant against impairment. Without limiting the generality of
         the foregoing, the Company will (a) not increase the par value of any
         Warrant Shares above the amount payable therefor upon such exercise
         immediately prior to such increase in par value, (b) take all such
         action as may be necessary or appropriate in order that the Company may
         validly and legally issue fully paid and nonassessable Warrant Shares
         upon the exercise of this Warrant, and (c) use commercially reasonable
         efforts to obtain all such authorizations, exemptions or consents from
         any public regulatory body having jurisdiction thereof as may be
         necessary to enable the Company to perform its obligations under this
         Warrant.

                         Before taking any action which would result in an
         adjustment in the number of Warrant Shares for which this Warrant is
         exercisable or in the Exercise Price, the Company shall obtain all such
         authorizations or exemptions thereof, or consents thereto, as may be
         necessary from any public regulatory body or bodies having jurisdiction
         thereof.

                  f)     Jurisdiction. All questions concerning the
         construction, validity, enforcement and interpretation of this Warrant
         shall be determined in accordance with the provisions of the Purchase
         Agreement.

                  g)     Restrictions. The Holder acknowledges that the Warrant
         Shares acquired upon the exercise of this Warrant, if not registered,
         will have restrictions upon resale imposed by state and federal
         securities laws.

                  h)     Nonwaiver and Expenses. No course of dealing or any
         delay or failure to exercise any right hereunder on the part of Holder
         shall operate as a waiver of such right or otherwise prejudice Holder's
         rights, powers or remedies, notwithstanding the fact that all rights
         hereunder terminate on the Termination Date. If the Company willfully
         and knowingly fails to comply with any provision of this Warrant, which
         results in any

                                       11
<PAGE>
         material damages to the Holder, the Company shall pay to Holder such
         amounts as shall be sufficient to cover any costs and expenses
         including, but not limited to, reasonable attorneys' fees, including
         those of appellate proceedings, incurred by Holder in collecting any
         amounts due pursuant hereto or in otherwise enforcing any of its
         rights, powers or remedies hereunder.

                  i)     Notices. Any notice, request or other document required
         or permitted to be given or delivered to the Holder by the Company
         shall be delivered in accordance with the notice provisions of the
         Purchase Agreement.

                  j)     Limitation of Liability. No provision hereof, in the
         absence of any affirmative action by Holder to exercise this Warrant or
         purchase Warrant Shares, and no enumeration herein of the rights or
         privileges of Holder, shall give rise to any liability of Holder for
         the purchase price of any Common Stock or as a stockholder of the
         Company, whether such liability is asserted by the Company or by
         creditors of the Company.

                  k)     Remedies. Holder, in addition to being entitled to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific performance of its rights under this Warrant.
         The Company agrees that monetary damages would not be adequate
         compensation for any loss incurred by reason of a breach by it of the
         provisions of this Warrant and hereby agrees to waive the defense in
         any action for specific performance that a remedy at law would be
         adequate.

                  l)     Successors and Assigns. Subject to applicable
         securities laws, this Warrant and the rights and obligations evidenced
         hereby shall inure to the benefit of and be binding upon the successors
         of the Company and the successors and permitted assigns of Holder. The
         provisions of this Warrant are intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be enforceable by
         any such Holder or holder of Warrant Shares.

                  m)     Amendment. This Warrant may be modified or amended or
         the provisions hereof waived with the written consent of the Company
         and the Holder.

                  n)     Severability. Wherever possible, each provision of this
         Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                  o)     Headings. The headings used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.


                              ********************

                                       12
<PAGE>




                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:   June 8, 2005



                                        WESTERN POWER & EQUIPMENT CORP.




                                        By: ___________________________
                                            Name:
                                            Title:






















                                       13
<PAGE>
                               NOTICE OF EXERCISE

TO:      WESTERN POWER & EQUIPMENT CORP.

         (1)   The undersigned hereby elects to purchase ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

         (2)   Payment shall take the form of (check applicable box):

               [_]  in lawful money of the United States; or

               [_]  the cancellation of such number of Warrant Shares as is
               necessary, in accordance with the formula set forth in subsection
               2(c), to exercise this Warrant with respect to the maximum number
               of Warrant Shares purchasable pursuant to the cashless exercise
               procedure set forth in subsection 2(c).

         (3)   Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

               _______________________________________


The Warrant Shares shall be delivered to the following:

               _______________________________________


               _______________________________________


               _______________________________________


         (4)   Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.


[SIGNATURE OF HOLDER]


Name of Investing Entity: ______________________________________________________

SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _________________________

Name of Authorized Signatory: __________________________________________________

Title of Authorized Signatory: _________________________________________________

Date: __________________________________________________________________________
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is


_______________________________________________.



_______________________________________________


                                                 Dated:  ______________, _______


                             Holder's Signature:   _____________________________

                             Holder's Address:     _____________________________

                                                   _____________________________




Signature Guaranteed:  ___________________________________________



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.