EXHIBIT 4.14
                                                                    ------------


         AMENDMENT to the Finders Agreement (the "Agreement"), dated as of April
25, 2005, by and between Western Power & Equipment Corp. (the "Company") and
Olympus Securities, LLC ("AGENT").

         WHEREAS, the parties desire to amend the Agreement in certain respects.

         NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the parties hereto agree as follows:

                  1. Capitalized terms used but not defined herein shall have
the meanings given such terms in the Agreement.

                  2. Section 4.2 is hereby deleted and replaced in its entirety
by the following:

                  "In addition to the foregoing, upon consummation of a
Transaction, the Company will issue to AGENT warrants (the "Warrants") to
purchase 300,000 shares of the Company's common stock. The Warrants shall be
purchased for a nominal sum and shall be exercisable for a period of five years
from the date of closing with an exercise price of $2.00 per share. The terms of
the Warrants shall be set forth in an agreement (the "Warrant Agreement") in
form and substance reasonably satisfactory to AGENT and the Company."

                  3. Section 4.4 is hereby deleted and replaced in its entirety
by the following:

                  "As used herein, the term "Transaction Amount" shall mean
$32,000,000, the sum raised in the Transaction from the Entities introduced to
the Company by the AGENT."

                  4. Sections 5.1 and 5.2 are hereby deleted and replaced in
their entirety  by the following:

                  "As used herein, "Transaction" means the purchase by the
Entities of certain securities of the Company for an aggregate purchase price of
$32,000,000 under a Securities Purchase Agreement entered into by and among the
Company and such Entities dated as of June 8, 2005."

                  5. Except as amended hereby, the Agreement shall remain
unmodified and is hereby ratified in all respects.

                  6. This Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.

             [the balance of this page is intentionally left blank]




IN WITNESS WHEREOF, the Company and the AGENT have executed this Amendment as of
the 20th day of January, 2006.



WESTERN POWER & EQUIPMENT CORP.

By:
    -----------------------------------
Name:  C. Dean McLain
Title: Chief Executive Officer



OLYMPUS SECURITIES, LLC

By:
    -----------------------------------
Name:  Jeffrey Berman
Title: Partner