EXHIBIT 4.5
                                                                     -----------

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

                                SERIES C WARRANT

                    To Purchase $________ Principal Amount of
                   Series A Debentures and Series A Warrants

                         WESTERN POWER & EQUIPMENT CORP.

            THIS SERIES C 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 earlier of the close of business on (i) the 18 month anniversary of the
Effective Date and (ii) the three year anniversary of the date hereof (the
"Termination Date") but not thereafter, to subscribe for and purchase from
Western Power & Equipment Corp., a Delaware corporation (the "Company"), at face
value (a) up to $_____________[AMOUNT EQUAL TO 25% OF HOLDER'S SERIES A
SUBSCRIPTION AMOUNT] principal amount of a Series A Debenture at an initial
conversion price equal to the then Conversion Price of the Series A Debenture
(the "Debenture Conversion Price") (subject to adjustment hereunder and
thereunder) (the "Debenture") and (b) Series A Warrants at an exercise price of
equal to the then Exercise Price of the Series A Warrant (the "Warrant Exercise
Price") (subject to adjustment hereunder and thereunder) (the "Warrant"). Upon
the purchase hereunder of Debenture, the Holder shall receive a Warrant to
purchase a number of shares of Common Stock equal to 35% of the shares of Common
Stock issuable upon conversion in full of such Debenture. The Debenture and
Warrant shall be in the form of the Series A Debenture and Series A Warrants
(with the same rights, privileges and preferences set forth in the Transaction
Documents, including without limitation, the Series A Debentures and the Series
A Warrant) issued pursuant to the Purchase Agreement, MUTATIS MUTANDIS. The
Debenture and the Warrant shall be collectively referred to as the "Securities."
The Warrant Exercise Price and the Debenture Conversion Price shall be
collectively referred to herein as the "Conversion Price."

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            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 this 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) and
            the payment of the aggregate principal amount of the Debenture
            thereby purchased by wire transfer or cashier's check drawn on a
            United States bank. Upon exercise of the Warrant, the Company shall
            issue a Debenture with a principal amount equal to 25% of the
            initial principal amount of such Holder's Series A Debenture, as
            issued pursuant to the Purchase Agreement and the Warrant to
            purchase a number of shares of Common Stock equal to 35% of the
            shares of Common Stock issuable upon conversion of such Debenture.

                      b) Mechanics of Exercise.

                                  i. Authorization of Debenture and the Warrant.
                      The Company covenants that during the period this Warrant
                      is outstanding, it will reserve from its authorized and
                      unissued Common Stock a sufficient number of shares to
                      provide for the issuance of all of the shares of Common
                      Stock underlying the Debenture and Warrant (the
                      collectively, "Conversion Shares"). 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 certificates to execute and
                      issue the necessary certificates for the Securities upon
                      the exercise of the purchase rights under this Warrant and
                      certificates upon conversion and exercise of the
                      Securities. The Company covenants that the Securities
                      which may be issued upon the exercise of the purchase
                      rights represented by this Warrant and the Conversion
                      Shares issuable thereunder 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). The
                      Company will take all such reasonable action as may be
                      necessary to assure that the Securities and Conversion
                      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.

                                  ii. Delivery of Certificates Upon Exercise.
                      Certificates for the Securities purchased hereunder shall
                      be delivered to the Holder within 5 Trading Days from the
                      delivery to the Company of the Notice of Exercise

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                      Form and surrender of this Warrant ("Securities 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 on the date the payment of
                      the Exercise Price is received by the Company. The
                      Securities 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
                      security 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(b)(v) prior to the issuance of
                      such security, 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 the Securities, deliver to
                      Holder a new Warrant evidencing the rights of Holder to
                      purchase the unpurchased Securities 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
                      deliver to the Holder a certificate or certificates
                      representing the Securities pursuant to this Section
                      2(b)(iv) by the Securities Delivery Date, then the Holder
                      will have the right to rescind such exercise.

                                  v. Charges, Taxes and Expenses. Issuance of
                      certificates for Securities 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 Securities 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.

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

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            include any shares of Common Stock issued by the Company pursuant to
            the Securities), (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 Conversion 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
            immediately before such event and of which the denominator shall be
            the number of shares of Common Stock outstanding immediately after
            such event. 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
            Conversion 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 Conversion Price,
            such issuance shall be deemed to have occurred for less than the
            Conversion Price on such date of the Dilutive Issuance), then, the
            Conversion Price shall be reduced and only reduced to equal the Base
            Share Price and the number of shares of Common Stock issuable upon
            exercise of the Warrant issuable hereunder shall be increased such
            that the aggregate Warrant Exercise Price payable hereunder, after
            taking into account the decrease in the Warrant Exercise Price,
            shall be equal to the aggregate Warrant 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 securities based upon the Base Share Price
            regardless of whether the Holder accurately refers to the Base Share
            Price in the Notice of Exercise.

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                      c) Pro Rata Distributions. If the Company, at any time
            while this Warrant is outstanding, but no later than the Termination
            Date, distributes to all holders of Common Stock (and not to
            Holders) 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 Conversion Price shall be
            adjusted by multiplying such Conversion 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
            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 upon conversion or
            exercise of the Securities, as applicable, for each Conversion Share
            that would have been issuable upon such exercise and then subsequent
            conversion immediately prior to the occurrence of such Fundamental
            Transaction, at the option of the Holder, (a) upon conversion or
            exercise of the Securities, 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 the underlying Securities are convertible
            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 deemed conversion, the
            determination of the Conversion 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 Conversion 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

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            to the Alternate Consideration it receives upon any conversion or
            exercise of the Securities underlying 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 right ultimately 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 security) will be similarly adjusted upon any
            subsequent transaction analogous to a Fundamental Transaction.

                      e) Calculations. All calculations and adjustments to the
            Conversion Price 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
            Conversion 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 Conversion Price. Whenever
                      the Conversion Price is adjusted pursuant to this Section
                      3, the Company shall promptly mail to each Holder a notice
                      setting forth the Conversion Price after such adjustment
                      and setting forth a brief statement of the facts requiring
                      such adjustment.

                                  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

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                      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 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(e) 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 Securities 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

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                      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 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 the 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
            principal, the Securities 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
            Securities, 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.

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                                    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 shares of
                        Common Stock issuable upon conversion and exercise, as
                        applicable, of the Securities. 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 certificates to
                        execute and issue the necessary certificates for the
                        Securities 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 Securities and Conversion 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 or the Securities, 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 and the Securities against impairment.
                        Without limiting the generality of the foregoing, the
                        Company will (a) take all such action as may be
                        necessary or appropriate in order that the Company may
                        validly and legally issue fully paid and nonassessable
                        Securities upon the exercise of this Warrant and
                        Conversion Shares upon conversion and exercise of the
                        Securities, and (b) 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
                        and the Securities.

                                    Before taking any action which would result
                        in an adjustment in the Securities for which this
                        Warrant is exercisable or in the Conversion 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
            Securities 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

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            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
            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 Securities, 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 Securities.

                      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.


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

                                       10
<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., INC.


                                       By:_____________________________________
                                          Name:
                                          Title:





































                                       11
<PAGE>

                               NOTICE OF EXERCISE

TO:         WESTERN POWER & EQUIPMENT CORP.

            (1) The undersigned hereby elects to purchase $________ principal
amount of Debenture and Warrants to purchase _____ shares of Common Stock of
Western Power & Equipment Corp. pursuant to the terms of the attached Warrant
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

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

            ___________________________________________


The Securities 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.