STOCKPURCHASE WARRANT ToPurchase Shares of Common Stock of ENERGYAND POWER SOLUTIONS, INC.

Corporation:

Energy and Power Solutions, Inc.

Number of Shares:

28,265 Shares

Class of Stock:

Common Stock

Initial Exercise Price:

$4.29864 Per Share

Issue Date:

November 29, 2007

Expiration Date:

November 29, 2012

1.

Title to Warrant; Restrictions on Transfer. This Warrant or any rights hereunder may not be transferred or assigned, in whole or in part, to any person or entity by the Warrantholder without the Company's prior written consent, provided, however, that the Warrantholder may transfer the Warrant to an affiliate of the Warrantholder upon notice to the Company, prior to the expiration hereof (a "Permitted Transfer"). Further, any Permitted Transfer of the Warrant must comply with the legend set forth on the first page of this Warrant and be accompanied by surrender, in person or by duly authorized attorney, of this Warrant together with the Assignment Form attached hereto as Exhibit A properly endorsed.

2.

Exercise of Warrant. The purchase rights represented by this Warrant are exercisable by the Warrantholder hereof, in whole or in part, at any time before the close of business at the Company's headquarters by the surrender of this Warrant and the Subscription Form attached hereto as Exhibit B duly executed at the office of the Company, and upon payment of the Warrant Price of the Shares thereby purchased (by cash or by check or bank draft payable to the order of the Company or by cancellation of indebtedness of the Company to the Warrantholder hereof, if any, at the time of exercise in an amount equal to the Warrant Price of the Shares thereby purchased, or as provided in Section 3 hereof); whereupon the Warrantholder of this Warrant shall be entitled to receive a certificate for the number of Shares of Common Stock so purchased. The Company agrees that if at the time of the surrender of this Warrant for exercise the Warrantholder hereof shall be entitled to exercise this Warrant, the Shares so purchased shall be deemed to be issued to such Warrantholder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised as aforesaid.

3.

Alternative Exercise. At any time, the Warrantholder of record hereof may, at such Warrantholder's sole option, in lieu of making payment upon exercise in accordance with the provisions of Section 2 above and to the extent permitted by applicable statutes and regulations, elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to such Warrantholder that number of shares of Common Stock computed using the following formula:

4.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current Fair Market Value of the Common Stock shall be paid in cash to the Warrantholder of this Warrant.

5.

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

6.

No Rights as Shareholder. This Warrant does not entitle the Warrantholder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise thereof.

7.

Exchange of Warrant. This Warrant is exchangeable, upon the surrender hereof by the Warrantholder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor.

8.

Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonable satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and in case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant.

9.

Saturday, Sundays and Holidays, Etc. If the last appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a 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.

10.

Reclassification, Etc. In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, reverse-split recapitalizations, reclassifications, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations, conversion of all outstanding shares of Common Stock into any other class of shares, or the like, the number and class of shares available under the Warrant in the aggregate and the Warrant Price shall be correspondingly adjusted by the Board of Directors of the Company. The adjustment shall be such as will give the Warrantholder of the Warrant on exercise for the same aggregate Warrant Price the total number, class and kind of shares as he would have owned had the Warrant be exercised prior to the event and had he continued to hold such Shares until after the event requiring adjustment.

11.

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 Common Stock upon the 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 shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant and the payment of the Warrant Price for such Shares.

12.

Fair Market Value. The "Fair Market Value" of the Company's Common Stock shall be the closing price of the Common Stock on the Exercise Date as reported in The Wall Street Journal or another nationally recognized publication or service that reports such data, if the Common Stock is traded on one or more securities exchanges, or if there is no active trading market, the fair market value determined by the Company's Board of Directors, taking into consideration the cost basis of the securities, recent transactions in securities of the Company, developments concerning the Company, any business or financial data and projections of the Company then available, and such other factor or factors as the Company's Board of Directors may reasonably deem relevant, or if the Warrantholder notifies the Company that he, she or it objects to the value determined by the Company's Board of Directors pursuant to Section 12(c), the fair market value determined as follows: the Warrantholder and the Company shall each select an independent qualified appraiser. The two appraisers shall promptly select a third independent qualified appraiser, who shall be experienced in such appraisals. If the two appraisers are unable to select a third appraiser within 30 days, the third appraiser shall be selected by the highest official of the Orange County Office of the American Arbitration Association. The third appraiser shall determine the Fair Market Value within thirty (30) days after such appraiser's selection, which shall notify the Warrantholder of such determination. The cost and expense of any such appraisal shall be borne equally by such Warrantholder and the Company.

13.

Issue Date, Etc. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company as of the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant is issued in and shall be governed by the laws of the State of California.

14.

Registration Rights. The Shares issuable upon exercise of this Warrant shall be "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investor Rights Agreement, dated as of November 29, 2007, by and among the Company and certain "Investors" named therein, and the Warrantholder shall be entitled, subject to the terms and conditions of that agreement, to all registration rights granted to holders of Registrable Securities thereunder upon signing a counterpart signature page thereto and agreeing to become bound by such agreement as an "Investor" thereunder.

15.

Investment Representations and Warranties; Restrictions. The Warrantholder hereof represents and warrants that Warrantholder is familiar with the Company, the nature of its business, its financial prospects and the merits and risks of an investment in the Company, and has the capacity to protect Warrantholder's interests, as well as that Warrantholder is acquiring this Warrant, and the securities into which this Warrant may be exercised for investment for Warrantholder's own account and not with a view to resale in connection with any distribution. Warrantholder understands that this Warrant, and the securities into which this Warrant may be exercised have not been, and will not be registered under the Securities Act of 1933, as amended, or qualified under applicable state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and such state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and representations of the Warrantholder as expressed herein. Warrantholder further acknowledges that the Common Stock acquired upon exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws, and agrees that any Common Stock acquired upon exercise of this Warrant may be transferred only in compliance with the legend set forth on the first page of this Warrant.

16.

Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three (3) days following deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified (or one (1) day following timely deposit with a reputable overnight courier with next day delivery instructions), or upon confirmation of receipt by the sender of any notice by facsimile transmission, at the address indicated below or at such other address as such party may designate by ten (10) days' advance written notice to the other parties.

To Holder:

Roger K. Marach

To the Company:

Energy, and Power Solutions, Inc.

150 Paularino Ave.

Costa Mesa, CA 92626

Attn: Chief Executive Officer

Facsimile: (714) 957-1087

17.

Termination. Unless previously exercised, this Warrant shall automatically terminate on or prior to: (i) the effective date of any liquidation, sale, merger, or change of control of the Company in one or more series of related transactions (the "Exercise Event"); or (ii) within ten (10) days after the effective date of a Registration Statement and expiration of any applicable "lock-up" period covering the Shares. The Company shall notify the Warrantholder at least ten (10) days prior to any Exercise Event.

ENERGY AND POWER SOLUTIONS, INC.

 

By:           /s/ Peter Ludlum___________

Name:      Peter Ludlum

Its:           Chief Financial Officer

WARRANTHOLDER:

 

/s/ Roger K. Marach_______________

Name:  Roger K. Marach

Dated: _______________

_______________________________

(Signature of Registered Owner)

_______________________________

(Street Address)

_______________________________

(City, State and Zip Code)