Western Power & Equipment and e-Mobile Jointly Announce Signing of a Definitive Merger Agreement.

Business/High Tech Editors

VANCOUVER, Wash.--(BUSINESS WIRE)--Nov. 3, 2000

Western Power & Equipment Corp. (Nasdaq:WPEC) announced today the signing of a definitive Merger Agreement between Western Power & Equipment Corp. ("WPEC") and e-Mobile, Inc. ("EMI") pursuant to which a newly formed holding company will acquire both WPEC and EMI.

WPEC also announced today the signing of an Asset Purchase Agreement pursuant to which the current management of WPEC shall purchase substantially all of the assets and assume substantially all of the liabilities of WPEC. Consummation of these transactions is subject to shareholder approval, regulatory approval and other contractual obligations.

About e-Mobile, Inc.

EMI, an early stage technology company, was founded to provide wireless networking and information access solutions. Utilizing proprietary technology and licensed Bluetooth technology, EMI intends to develop and market a small, inexpensive wireless personal relay unit, "BRAINZE", that enables users to retrieve and display bandwidth voice and data content on any digital output device. EMI's relay unit is being designed to meet the constantly changing needs of individuals and professionals who have become increasingly mobile.

Organizing and communication tools, such as personal digital assistants, electronic pocket organizers, smart phones, smart pagers, and portable computers, have met with mixed success and are often slow, expensive and difficult to use, offering limited functionality, interoperability and versatility. The newest generation of handheld devices that offer users a combination of functionality and user interfaces have transformed these devices into convenient productivity tools and have significantly accelerated user demand. According to International Data Corporation, annual worldwide sales of personal companions will increase from approximately one million units in 1997 up to 1 billion units in 2003. This market growth, which should be driven by increased wireless data connectivity and emergence of new usage patterns driven by Internet content and enterprise data, is stymied by the need to continuously upgrade the technology and replace obsolesced units. "BRAINZE" is expected to fill a void in the array of tools to access, display and manage critical personal and professional information, including Internet access, and to eliminate the need to continually upgrade technology and replace obsolete units.

Mr. Eytan Ramon, former group leader and manager of Motorola Communications, Israel (NYSE:MOT), is the CEO of EMI. EMI presently employees a staff of 40, most of whom are involved product development activities.

About the Merger

Under the terms of the agreement, a newly formed holding company will issue 52 million shares of its common stock to acquire the existing shares of EMI and approximately 3.3 million shares to acquire the existing shares of WPEC. The holding company will assume all outstanding options of both EMI and WPEC. It is anticipated that a new board of directors will be appointed at the closing and that the officers of EMI will become officers of the holding company. As a condition of the merger, WPEC will seek shareholder approval to allow certain members of WPEC's management, officers, and certain directors to purchase WPEC's assets and assume its liabilities for $4,100,000, which will be paid by a secured note (the note will be subordinate to the current security interest of Deutsche Financial Services) over seven (7) years at seven percent (7%) interest, with interest only payments for the first year and thereafter self-amortizing with quarterly interest payments and semi-annual principal payments. Closing of these transactions is conditioned on approval of the transactions by the shareholders of WPEC and EMI and certain other regulatory approvals and contractual conditions.

Safe Harbor Statement

This press release contains certain forward-looking statements concerning possible acquisition activities and business plans of WPEC & EMI, all of which are based upon the current status of the negotiations and assumptions made by the management of WPEC & EMI and are not meant to be actual descriptions or predictions of the future. Completion of the transactions, and market acceptance of EMI's products, described is subject to the satisfaction of a number of conditions which may or may not be met. For a discussion of the contingencies and uncertainties to which the information concerning future events is subject, please refer to WPEC's reports filed with the SEC. Recent filings can be review at www.sec.gov.