ENOVA SYSTEMS INC
FORM OF STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>2
<FILENAME>p19484_ex10-24.txt
<DESCRIPTION>FORM OF STOCK PURCHASE AGREEMENT
<TEXT>

                                                                   Exhibit 10.24

EXHIBIT 10.24

                               WARRANT AND COMMON
                            STOCK PURCHASE AGREEMENT

THIS WARRANT AND COMMON  STOCK  PURCHASE  AGREEMENT  (the  "Agreement")  is made
effective as of June 3, 2005 (the "Effective Date"), by and among Enova Systems,
Inc., a California  corporation located at 19850 South Magellan Drive, Torrance,
California 90502 (the "Company" or the "Corporation") ), and the investor who is
identified  on and has  executed  the  signature  page to this  Agreement  ( the
"Investor").

     THE PARTIES HEREBY AGREE AS FOLLOWS:

     1. Purchase and Sale of Shares and Warrants.

         1.1 Sale of Shares and Warrants.

               (a) Subject to the terms and  conditions of this  Agreement,  the
Investor agrees, severally, to purchase and the Company agrees to sell and issue
to the Investor,  Five Million Five Hundred Fifty-five Thousand Five Hundred and
Fifty-five  (5,555,555)  shares of the  Company's  Common Stock at the per share
purchase price of the Common Stock of $0.09 per share for an aggregate  purchase
price of $499,999.95 (the "Purchase Price").

               (b) In  addition,  subject  to the terms and  conditions  of this
Agreement,  the Investor agrees to purchase,  and the Company agrees to sell and
issue to the  Investor,  a Warrant  for the  purchase  price of $100 in form and
substance attached hereto as Exhibit A to acquire One Million One Hundred Eleven
Thousand One Hundred and Eleven  (1,111,111) of the Company's Common Stock at an
exercise price of $0.12 per share with an exercise  period  terminating no later
than June 2, 2006 (the "Warrant").

               (c) The shares of Common Stock sold to the  Investor  pursuant to
this  Agreement  are  hereinafter  referred to as the  "Shares."  The Warrant to
purchase  Common  Stock  sold  hereunder  are  hereinafter  referred  to as  the
"Warrant."  The  total  amount of Common  Stock and other  securities  issued or
issuable  upon  exercise  of the  Warrant  are  hereinafter  referred  to as the
"Conversion  Stock." The  Shares,  the  Warrants  and the  Conversion  Stock are
hereinafter collectively referred to as the "Securities."

         1.2 Closing. The purchase and sale of the Shares and Warrant shall take
place at the  offices  of Reed  Smith,  LLP Two  Embarcadero,  20th  Floor,  San
Francisco,  CA 94111 at 10:00 A.M.,  effective as of the  Effective  Date, or at
such other time and place as the Company and the  Investor  mutually  agree upon
(which time and place are designated as the "Closing").  Within thirty (30) days
after the  Closing,  the Company  shall  deliver to the  Investor a  certificate
representing  the Shares and a  corresponding  Warrant,  which such  Investor is
purchasing  against  delivery  to the Company by the  Investor of a check,  wire
transfer  or  cancellation  of  indebtedness   (principal  and  interest)in  the
aggregate  amount of the Purchase Price for the Shares plus $100 for the Warrant
therefor payable to the Company's order.

     2.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants the following as of the Closing to the Investor:

         2.1  Corporate   Organization  and  Standing.   The  Corporation  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of California. The Corporation has the requisite corporate power to
carry on its business as presently conducted, and as proposed or contemplated to
be conducted in the future,  and to enter into and carry out the  provisions  of
this Agreement and the transactions contemplated under this Agreement.

         2.2 Authorization. All corporate action on the part of the Corporation,
its  directors and  shareholders  necessary  for the  authorization,  execution,
delivery  and   performance  of  this  Agreement  by  the  Corporation  and  the


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<PAGE>

performance of all of the  Corporation's  obligations  hereunder has been taken.
This Agreement, when executed and delivered by the Corporation, shall constitute
a valid and binding  obligation of the  Corporation,  enforceable  in accordance
with its terms,  except as may be limited by  principles of public  policy,  and
subject to laws of general  application  relating to bankruptcy,  insolvency and
the  relief  of  debtors  and  rules  of  law  governing  specific  performance,
injunctive  relief or other  equitable  remedies.  The  Shares,  when  issued in
compliance with the provisions of this Agreement,  will be validly issued, fully
paid and non-assessable

         2.3 No  Breach.  The issue and sale of the  Shares  and  Warrant by the
Corporation does not and will not conflict with and does not and will not result
in a breach of any of the terms of the Corporation's  incorporating documents or
any  agreement  or  instrument  to  which  the  Corporation  is  a  party.   The
consummation of the transactions or performance of the obligations  contemplated
by this  Agreement  will not result in a breach of any term of, or  constitute a
default  under,  any  statute,  indenture,   mortgage,  or  other  agreement  or
instrument to which the Corporation or any of its subsidiaries is or are a party
or by which any of them is or are bound.

         2.4 Pending or Threatened  Claims.  Neither the  Corporation nor any of
its  subsidiaries  is a party to any  action,  suit or  proceeding  which  could
materially  affect its business or  financial  condition,  and no such  actions,
suits or proceedings are contemplated or have been threatened.

         2.5 Brokers and Finders. No agent,  broker,  investment banker or other
firm or person  acting on behalf or under the  authority  of the  Company  is or
shall be entitled to any  broker's or finder's  fee or any other  commission  or
similar  fee  from  the  Company  in  connection  with  any of the  transactions
contemplated by this Agreement.

     3.0  Representations  and Warranties of the Investor.  The Investor  hereby
represents and warrants that:


         3.1  Authorization.  When executed and  delivered by the Investor,  and
assuming  execution and delivery by the Company,  this Agreement and the Warrant
constitute its valid and legally binding obligations,  enforceable in accordance
with their terms.  If Investor is a corporation,  partnership,  trust or estate:
(i) the  individual  executing and  delivering  this  Agreement on behalf of the
Investor has been duly  authorized  and is duly qualified to execute and deliver
this  Agreement  and the Warrant on behalf of Investor  in  connection  with the
purchase of the Shares and the Warrant and (ii) the signature of such individual
is binding upon  Investor.  The Investor  represents  that it has full power and
authority to enter into this Agreement and the Warrant.

         3.2 Purchase Entirely for Own Account.  This Agreement is made with the
Investor in reliance upon the Investor's representation to the Company, which by
such Investor's execution of this Agreement such Investor hereby confirms,  that
the Securities  will be acquired for investment for such Investor's own account,
not as a nominee or agent,  and not with a view to the resale or distribution of
any part  thereof,  and that the Investor  has no present  intention of selling,
granting any participation in, or otherwise  distributing the same. By executing
this Agreement,  the Investor further represents that the Investor does not have
any contract,  undertaking,  agreement or  arrangement  with any person to sell,
transfer  or grant  participation  to such person or to any third  person,  with
respect to any of the Securities.

         3.3  Disclosure of and Access to  Information.  The Investor has had an
opportunity  to discuss the  Corporation's  business,  management  and financial
affairs with its management and to obtain any additional  information  which the
Investor has deemed  necessary  or  appropriate  for deciding  whether or not to
purchase  the  Securities,  and has had an  opportunity  to receive,  review and
understand the  disclosures and  information  regarding the Company's  financial
statements,  capitalization  and other business  information as set forth in the
Company's  filings  with  the  Securities  and  Exchange  Commission  (the  "SEC
Filings")  which are all  incorporated  herein by  reference,  together with all
exhibits referenced therein.  The Investor  acknowledges that no representations
or  warranties,  oral or  written,  have been made by the  Company  or any agent
thereof except as set forth in this Agreement.


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<PAGE>

         3.4  Investment  Experience.   The  Investor  has  such  knowledge  and
experience in financial and business  matters,  including  investments  in other
start-up companies, that it is capable of evaluating the merits and risks of the
investment in the  Securities,  and it is able to bear the economic risk of such
investment.  Further, the individual executing this Agreement has such knowledge
and  experience  in  financial  and  business  matters  that he/it is capable of
utilizing  the  information  made  available  to him/it in  connection  with the
offering of the Securities,  of evaluating the merits and risks of an investment
in the Securities and of making an informed  investment decision with respect to
the  Securities,  including  assessment of the Risk Factors set forth in the SEC
Filings which are incorporated herein by reference.

         3.5 Restricted Securities. The Investor understands that the Shares and
Warrants  it is  purchasing  and  the  Conversion  Stock  are  characterized  as
"restricted securities" under the United States federal securities laws inasmuch
as they are being  acquired  from the Company in a  transaction  not involving a
public  offering  and that  under  such  laws and  applicable  regulations  such
securities may be resold without  registration  under the Securities Act only in
certain limited circumstances.  In this connection, the Investor represents that
it is familiar with Rule 144, as presently in effect, and understands the resale
limitations  imposed thereby and by the Act. The Investor is aware that there is
currently a very  limited  "over-the-counter"  public  market for the  Company's
common stock  shares  which are  eligible for such sales.  There is no guarantee
that a more  established  public  market will develop at any time in the future.
The Investor  understands  that the Securities are all  unregistered and may not
presently be sold in even this limited public market.  The Investor  understands
that the Securities cannot be readily sold or liquidated in case of an emergency
or other financial need. The Investor has sufficient  liquid assets available so
that  the  purchase  and  holding  of the  Securities  will  not  cause it undue
financial difficulties.

         3.6 Accredited  Investor.  The Investor is an "accredited  investor" as
that term is defined in Regulation D promulgated  by the Securities and Exchange
Commission. The term "Accredited Investor" under Regulation D refers to:

               (i) A person or entity who is a director or executive  officer of
the Corporation;

               (ii) Any bank as  defined in  Section  3(a)(2) of the  Securities
Act, or any  savings and loan  association  or other  institution  as defined in
Section  3(a)(5)(A) of the  Securities  Act whether  acting in its individual or
fiduciary  capacity;  any broker or dealer registered  pursuant to Section 15 of
the  Exchange  Act;  insurance  Corporation  as defined in Section  2(13) of the
Securities  Act;   investment   Corporation   registered  under  the  Investment
Corporation  Act of 1940; or a business  development  Corporation  as defined in
Section 2(a)(48) of that Act; Small Business Investment  Corporation licensed by
the U.S. Small Business  Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; any plan established and maintained by a state,
its political  subdivisions,  or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees,  if such plan has total
assets in excess of $5,000,000;  employee benefit plan within the meaning of the
Employee  Retirement Income Security Act of 1974, if the investment  decision is
made by a plan  fiduciary,  as defined in  Section  3(21) of such Act,  which is
either  a  bank,  savings  and  loan  association,   insurance  Corporation,  or
registered  investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed  plan,  with investment  decision
made solely by persons that are accredited investors;

               (iii) Any private business development  Corporation as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940;

               (iv) Any  organization  described  in  Section  501(c)(3)  of the
Internal Revenue Code, corporation,  Massachusetts or similar business trust, or
partnership,  not formed for the specific  purpose of acquiring  the  Securities
offered, with total assets in excess of $5,000,000;


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<PAGE>

               (v) Any natural person whose  individual net worth,  or joint net
worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

               (vi) Any natural person who had an individual income in excess of
$200,000  during  each of the  previous  two  years or joint  income  with  that
person's  spouse  in  excess  of  $300,000  in each  of  those  years  and has a
reasonable  expectation  of reaching the same income level in the current  year;

               (vii) Any trust,  with total assets in excess of $5,000,000,  not
formed for the  specific  purpose of acquiring  the  Securities  offered,  whose
purchase  is  directed  by a person who has such  knowledge  and  experience  in
financial and business  matters that he is capable of evaluating  the merits and
risks of the prospective investment; or

               (viii)  Any  entity  in  which  all  of  the  equity  owners  are
accredited investors.

As used in this  Section  3.6,  the term "net  worth"  means the excess of total
assets over total  liabilities.  For the purpose of  determining  a person's net
worth, the principal  residence owned by an individual  should be valued at fair
market value,  including the cost of improvements,  net of current encumbrances.
As used in this Section 3.6,  "income" means actual economic  income,  which may
differ from  adjusted  gross income for income tax  purposes.  Accordingly,  the
undersigned  should  consider  whether it should add any or all of the following
items to its  adjusted  gross income for income tax purposes in order to reflect
more  accurately  its  actual  economic  income:  Any  amounts  attributable  to
tax-exempt  income received,  losses claimed as a limited partner in any limited
partnership,  deductions claimed for depletion, contributions to an IRA or Keogh
retirement plan, and alimony payments

         3.7 Economic Risk. The Investor  understands  that an investment in the
Company involves  substantial  risks. The Investor  understands all of the risks
related to the purchase of the Securities. The Investor further understands that
the purchase of the  Securities  will be a highly  speculative  investment.  The
Investor is able, without impairing the Investor's financial condition,  to hold
the Securities for an indefinite period of time and to suffer a complete loss of
the Investor's investment.

         3.8 Brokers or  Finders.  The  Company  has not,  and will not,  incur,
directly or indirectly,  as a result of any action taken by such  Investor,  any
liability for brokerage or finders' fees or agents'  commissions  or any similar
charges in connection with this Agreement.

         3.9 Tax  Liability.  It has  reviewed  with  its own tax  advisors  the
federal,  state,  local and foreign tax  consequences of this investment and the
transactions  contemplated by this Agreement.  It relies solely on such advisors
and  not on any  statements  or  representations  of the  Company  or any of its
agents.  It understands  that it (and not the Company) shall be responsible  for
its own tax  liability  that may  arise as a result  of this  investment  or the
transactions contemplated by this Agreement.

         3.10 Further  Limitations on  Disposition.  Without in any way limiting
the representations set forth above, the Investor further agrees not to make any
disposition  of all or any portion of the Shares,  Warrants  (or the  Conversion
Stock) unless and until:

               (a) There is then in effect a  Registration  Statement  under the
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such Registration Statement; or

               (b) (i) The  Investor  shall  have  notified  the  Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
requested by the Company,  the Investor shall have furnished the Company with an
opinion  of  counsel,   reasonably   satisfactory  to  the  Company,  that  such
disposition will not require registration of such shares under the Act, provided
that the Company  will not require  opinions  of counsel for  transactions  made
pursuant to Rule 144 of such Act; or


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<PAGE>

         3.11 Legends.  It is understood  that the  certificates  evidencing the
Shares  and  Warrants  (and  the  Conversion  Stock)  may bear one or all of the
following legends:

               (a) THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR UNDER ANY STATE
SECURITIES  LAWS,  AND MAY BE  OFFERED  AND  SOLD  ONLY IF SO  REGISTERED  OR AN
EXEMPTION  FROM  REGISTRATION  IS  AVAILABLE.  THE HOLDER OF THESE SHARES MAY BE
REQUIRED TO DELIVER TO THE COMPANY,  IF THE COMPANY SO  REQUESTS,  AN OPINION OF
COUNSEL  (REASONABLY  SATISFACTORY  IN FORM AND SUBSTANCE TO THE COMPANY) TO THE
EFFECT  THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT (OR
QUALIFICATION  UNDER STATE  SECURITIES  LAWS) IS  AVAILABLE  WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).

               THE COMPANY IS  AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK.
A COPY OF THE PREFERENCES,  POWERS,  QUALIFICATIONS AND RIGHTS OF EACH CLASS AND
SERIES  WILL BE  PROVIDED  TO EACH  SHAREHOLDER  WITHOUT  CHARGE,  UPON  WRITTEN
REQUEST.

               THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  ARE SUBJECT TO
CERTAIN  RESTRICTIONS ON TRANSFER,  INCLUDING A "LOCK-UP" PROVISION  RESTRICTING
THE  TRANSFER OF THE  SECURITIES  FOR A PERIOD OF TIME NOT TO EXCEED ONE HUNDRED
EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S PUBLIC OFFERING.

               (b) Any legend required by the laws of the State of California or
any other  applicable  state,  including any legend  required by the  California
Department  of  Corporations   and  Sections  417  and  418  of  the  California
Corporations Code.

     4.  Lock-up/Registration  Rights.  Except for the  piggy-back  registration
rights granted under the Warrant, the Investor  acknowledges and agrees that the
Securities  may be subject to  certain  restrictions  on  transfer  following  a
registered public offering of the  Corporation's  securities as provided in this
Section 4. In connection with any registration of the Corporation's  securities,
the Investor agrees, upon the request of the underwriters managing such offering
of the  Company's  securities,  if  applicable,  or the  Company if there are no
underwriters,  not to sell,  make any short sale of, loan,  grant any option for
the purchase of, or otherwise  dispose of any Shares (other than those  included
in the  registration)  without the prior written consent of the Corporation and,
if applicable,  such underwriters,  as the case may be, for such period of time,
not to exceed thirty (30) days before and one hundred  eighty (180) days,  after
the effective date of such  registration as the Corporation or the  underwriters
may specify;  provided,  however,  that all  executive  officers,  directors and
shareholders  holding  more than 1% of the fully  diluted  capital  stock of the
Corporation  are  subject  to  the  same  restrictions  as  the  Investor.   The
Corporation and underwriters may request such additional  written  agreements in
furtherance  of  such  standoff  in  the  form  reasonably  satisfactory  to the
underwriter  and the Investor.  The  Corporation  may also impose  stop-transfer
instructions  with respect to the shares  subject to the foregoing  restrictions
until the end of said one hundred eighty (180) day or shorter period.

     5. Conditions of Investor's  Obligations at the Closing. The obligations of
the Investor  under this  Agreement are subject to the  fulfillment on or before
the Closing of each of the following  conditions,  the waiver of which shall not
be effective against the Investor unless consented to in writing thereto:

         5.1 Representations and Warranties.  The representations and warranties
of the Company contained in Section 2 shall be true on and as of the date of the
Closing


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<PAGE>

         5.2 Performance. The Company shall have performed and complied with all
agreements,  obligations  and  conditions  contained in this  Agreement that are
required to be performed or complied with by it on or before the Closing.

         5.3  Satisfaction.  All  corporate and legal  proceedings  taken by the
Company in connection with the  transactions  contemplated by this Agreement and
all  documents  relating  to such  transactions  shall  be  satisfactory  to the
Investors in the reasonable exercise of their judgment.

         5.4 Warrant.  The Company and the Investor  shall have entered into the
Warrant.

         5.5 Consents, Permits, and Waivers. The Company shall have obtained any
and all consents,  permits and waivers necessary or appropriate for consummation
of the  transactions  contemplated by this Agreement  (except for such as may be
properly obtained subsequent to the Closing).

         5.6 Legal Investment.  Subject in part to the truth and accuracy of the
Investor's representations set forth in this Agreement, the sale and issuance of
the Shares and  Warrants  to the  Investor,  and the  proposed  delivery  of the
Conversion Stock into which the Warrant may convert,  shall be legally permitted
by all securities laws and regulations to which the Investor and the Company are
subject.

     6. Conditions of the Company's  Obligations at the Closing. The obligations
of the  Company  to  the  Investor  under  this  Agreement  are  subject  to the
fulfillment  on or before the Closing of each of the following  conditions,  the
waiver of which shall not be  effective  unless  consented  to in writing by the
Company:

         6.1 Representations and Warranties.  The representations and warranties
of the  Investor  contained  in Section 3 shall be true on and as of the date of
the Closing.

         6.2 Payment of Purchase  Price.  The Investor  shall have delivered the
purchase price specified in Section 1.1(a) and 1.1(b).

         6.3 Warrant.  The Company and the Investor  shall have entered into the
Warrant.

     7. Miscellaneous.

         7.1  Survival  of  Warranties.  The  warranties,   representations  and
covenants  of the Company and  Investor  contained  in or made  pursuant to this
Agreement  shall survive the  execution  and delivery of this  Agreement and the
Closing  and shall in no way be  affected  by any  investigation  of the subject
matter  thereof  made  by or on  behalf  of  the  Investor  or the  Company.  In
particular, the warranties and representations of the Company in Section 2 shall
survive for a period of one year after the Closing.

         7.2 Successors and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective  successors and
assigns of the  parties.  Nothing in this  Agreement,  express  or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

         7.3  Governing  Law/Venue.  This  Agreement  shall be  governed  by and
construed  under the laws of the State of  California  as applied to  agreements
among  California  residents  entered into and to be performed  entirely  within
California,  without  reference to the conflict of laws.  Venue for all purposes
hereunder shall be the County of Los Angeles, California.

         7.4 Counterparts/Titles.  This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which


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<PAGE>

together shall constitute one and the same instrument.  The titles and subtitles
used  in  this  Agreement  are  used  for  convenience  only  and  are not to be
considered in construing or interpreting this Agreement.

         7.5 Notices. All notices and other communications required or permitted
hereunder shall be in writing and,  except as otherwise  noted herein,  shall be
deemed  effectively  given  upon  personal  delivery,   delivery  by  nationally
recognized courier, by facsimile to a telephone number provided by the receiving
party or upon deposit with the United States Post Office,  (by first class mail,
postage prepaid)  addressed:  (a) if to the Company, at the address set forth on
the first page of this  Agreement (or at such other address as the Company shall
have  furnished to the Investors in writing) and (b) if to the Investor,  at the
latest  address  of the  Investor  on the  Company's  records,  which  as of the
Effective Date shall be deemed to be the address set forth on the signature page
hereto

         7.6 Finder's  Fee/Investor  Legal Fees.  Each party  represents that it
neither  is nor  will  be  obligated  for  any  finders'  fee or  commission  in
connection with this  transaction.  The Investor agrees to indemnify and to hold
harmless the Company from any liability for any  commission or  compensation  in
the nature of a finder's fee (and the costs and  expenses of  defending  against
such  liability  or  asserted  liability)  for which the  Investor or any of its
officers,  partners,  employees, or representatives is responsible.  The Company
agrees to indemnify  and hold  harmless each Investor from any liability for any
commission  or  compensation  in the nature of a finder's fee (and the costs and
expenses of defending  against such  liability or asserted  liability) for which
the Company or any of its officers, employees or representatives is responsible.

         7.7 Expenses. If any action at law or in equity is necessary to enforce
or  interpret  the terms of this  Agreement  (including  any exhibit or schedule
hereto),  the prevailing party shall be entitled to reasonable  attorney's fees,
costs and necessary  disbursements in addition to any other relief to which such
party may be entitled.

         7.8 Amendments  and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either  retroactively or prospectively),  by the
Investor and the Company.  Any amendment or waiver  effected in accordance  with
this Section 7.9 shall be binding upon the Investor and each  transferee  of any
securities  purchased  under this Agreement at the time  outstanding  (including
securities  into which such securities are  convertible),  each future holder of
all such  securities,  and the Company.  All provisions under this Agreement and
the  Warrant  shall be deemed to be the product of all  parties  hereto,  and no
ambiguity shall be construed in favor of or against Company or the Investor.

         7.9 Severability.  If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, such provision will be deemed amended
to conform to applicable  law so as to be valid,  legal and  enforceable in such
jurisdiction,  and the validity,  legality and  enforceability of such provision
will not be  affected  or impaired  thereby in any other  jurisdiction;  if such
provision  cannot be amended  without  altering  materially the intention of the
parties, such provision shall be excluded from this Agreement and the balance of
the Agreement  shall be  interpreted  as if such  provision were so excluded and
shall be enforceable in accordance with its terms.

         7.10  Stock  Splits.  All  references  to  numbers  of  shares  in this
Agreement shall be appropriately adjusted to reflect any stock dividend,  split,
combination or other  recapitalization  of shares by the Company occurring after
the Effective Date.

         7.11 Entire Agreement/Acknowledgment of Representation. This Agreement,
and the documents referred to herein constitute the entire agreement between the
parties hereto  pertaining to the subject  matter hereof,  and any and all other
written or oral  agreements  existing  between the parties  hereto are expressly
canceled.  The Investor acknowledges that the Company's counsel, Reed Smith LLP,
is  representing  only  the  Company  in  this  transaction  and the  terms  and
conditions set forth in this Agreement and the Warrant.  The Investor represents


                                       31
<PAGE>

and  acknowledges  that it has had the  opportunity  and has been advised by the
Company to consult with independent counsel of its own selection  concerning the
transactions  set forth in this  Agreement  and the  negotiations  and terms set
forth in this  Agreement  and the Warrant.  Investor  further  acknowledges  and
represents that it has had no  communications  or discussions with the Company's
counsel.

         7.12 Confidential Information. The Investor agrees that any information
not  currently  set forth in the  Company's  SEC  Filings  may be treated by the
Company  as  confidential   with  respect  to  the  Company  or  its  activities
("Confidential  Information").  The  Investor  understands  and agrees that such
Confidential  Information may not be disclosed to any third party or used by the
Investor for purposes of trading in the  Company's  publicly  traded stock until
such  Confidential  Information  is publicly  disclosed  by the Company or is no
longer deemed in writing by the Company to be Confidential Information.


                             [SIGNATURES TO FOLLOW]


                                       32
<PAGE>

                               SIGNATURE PAGE TO

    ENOVA SYSTEMS, INC. JUNE 2005 WARRANT AND COMMON STOCK PURCHASE AGREEMENT


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

                                    "COMPANY"
                                    ENOVA SYSTEMS., INC.


                                    By:  _______________________________________
                                    Edwin Riddell, Chief Executive Officer

                                    "INVESTOR"

                                    Eruca Limited
                                    Signature:__________________________________
                                    By:_________________________________________
                                    Title:______________________________________

                                    Address:

                                    50 Raffles Place
                                    #17-01 Singapore Land Tower
                                    Singapore 048623


                                       33
</TEXT>
</DOCUMENT>
