Exhibit 10.25

                                  EXHIBIT 10.25

                               ENOVA SYSTEMS, INC.

                            WARRANT AND COMMON STOCK
                               PURCHASE AGREEMENT

                                  June 3, 2005


NEITHER THIS WARRANT,  NOR THE SHARES  REPRESENTED  BY THIS  WARRANT,  HAVE BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES ACT
OF ANY  STATE,  AND  THEREFORE  THEY  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED OR ASSIGNED UNLESS  REGISTERED  UNDER THE APPLICABLE  PROVISIONS OF
SUCH ACTS OR UNLESS THE  CORPORATION  HAS RECEIVED AN OPINION FROM LEGAL COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

     FOR VALUE  RECEIVED,  ENOVA SYSTEMS,  INC., a California  corporation  (the
"Corporation" or the "Company"),  hereby grants to Eruca Limited ("Holder"), the
right to purchase from the Corporation  1,111,111  shares of the Common Stock of
the  Corporation  as  adjusted  from time to time under the  provisions  of this
Warrant (the "Warrant Shares"), subject to the following terms and conditions:

     1. Term.  This Warrant may be exercised in whole,  or in part,  at any time
from the date of issuance of this Warrant through the first to occur of (a) June
2, 2006; or (b) the closing of the  Corporation's  sale of all or  substantially
all of its assets or the  acquisition  of the  Corporation  by another entity by
means of merger or other  transaction as a result of which  shareholders  of the
Corporation  immediately prior to such acquisition  possess less than 50% of the
voting power of the acquiring  entity  immediately  following such  acquisition,
subject to certain  stand-off  as set forth in Section 9 (below)  (collectively,
the "Exercise Period").

     2. Purchase Price.  The purchase price for each share of the  Corporation's
Common  Stock  purchasable  hereunder  shall be $0.12  per share  (the  "Warrant
Exercise Price").

     3. Exercise of Warrant. The purchase rights represented by this Warrant may
be  exercised by the Holder,  in whole or in part,  at any time and from time to
time before the end of the Exercise  Period by the  surrender of this Warrant at
the office of the Corporation,  at its principal office in Torrance,  California
(or such other office or agency of the  Corporation  as it may be  designated by
notice in writing to the Holder at the  address of the Holder  appearing  on the
books of the  Corporation),  accompanied by payment in full of the amount of the
aggregate  purchase price of the Warrant Shares in immediately  available funds;
provided,  however,  that this  Warrant may not be  exercised  for less than the
lesser of 100,000 shares and the remaining Warrant Shares then exercisable under
this Warrant;  provided,  further,  that such exercise shall be conditioned upon
Holder meeting the investment  suitability  requirements  set forth in Section 6
below upon exercise.

     Certificates  for shares  purchased  hereunder  shall be  delivered  to the
Holder  within  thirty (30)  business  days after the date on which this Warrant
shall have been exercised as aforesaid.


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     4. Fractional Interest.  The Corporation shall not be required to issue any
fractional shares on the exercise of this Warrant.

     5.  Warrant  Confers No Rights of  Shareholder.  Holder  shall not have any
rights as a shareholder  of the  Corporation  with regard to the Warrant  Shares
prior to actual exercise resulting in the purchase of the Warrant Shares.

     6. Investment  Representation.  Neither this Warrant nor the Warrant Shares
issuable  upon the  exercise  of this  Warrant  have been  registered  under the
Securities Act, or under the California Corporate Securities Law of 1968. Holder
acknowledges  by acceptance of the Warrant that (a) it has acquired this Warrant
for investment and not with a view toward distribution;  and either (b) it has a
pre-existing  personal or business  relationship  with the  Corporation,  or its
executive officers,  or by reason of its business or financial experience it has
the capacity to protect its own  interests in connection  with the  transaction;
and (c) it is an  accredited  investor as that term is defined in  Regulation  D
promulgated  under the  Securities  Act.  Holder agrees that any Warrant  Shares
issuable upon exercise of this Warrant will be acquired for  investment  and not
with a view toward distribution,  and such Warrant Shares will not be registered
under the  Securities Act and applicable  state  securities  laws, and that such
Warrant  Shares may have to be held  indefinitely  unless they are  subsequently
registered or qualified under the Securities Act and applicable state securities
laws  or,  based  on an  opinion  of  counsel  reasonably  satisfactory  to  the
Corporation, an exemption from such registration and qualification is available.
Holder,  by  acceptance  hereof,  consents  to the  placement  of the  following
restrictive  legends,  or similar  legends,  on each certificate to be issued to
Holder by the Corporation in connection with the issuance of such Warrant Shares
in addition to any other  legends set forth in that  certain  Warrant and Common
Stock Purchase Agreement Purchase entered into by and between the Holder and the
Corporation and incorporated herein by reference (the "Purchase Agreement"):

     "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED
     UNDER  ANY STATE  SECURITIES  LAW,  AND MAY NOT BE SOLD,  TRANSFERRED,
     ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES,  OR (B) THE
     HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES
     SATISFACTORY  TO THE  CORPORATION,  STATING THAT SUCH SALE,  TRANSFER,
     ASSIGNMENT  OR  HYPOTHECATION  IS  EXEMPT  FROM THE  REGISTRATION  AND
     PROSPECTUS   DELIVERY   REQUIREMENTS  OF  SUCH  ACT  AND  ANY  FURTHER
     QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW."

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

     7. Stock Fully Paid,  Reservation of Shares. All Warrant Shares that may be
issued upon the exercise of the rights  represented  by this Warrant will,  upon
issuance,  be fully paid and  nonassessable,  and free from all taxes, liens and
charges with respect to the issue thereof.  The Corporation  agrees at all times
during the Exercise  Period to have  authorized and reserved,  for the exclusive
purpose of issuance and delivery  upon  exercise of this  Warrant,  a sufficient
number of shares of its Common  Stock to provide for the  exercise of the rights
represented hereby.


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     8. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  purchasable  under the  exercise  of the  Warrant,  and the  Warrant
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
occurrence of certain events, as follows:

         a.  Reclassification or Merger.  Subject to earlier termination of this
Warrant under Section 1 above,  in any case of any  reclassification,  change or
conversion  of  securities  of the class  issuable upon exercise of this Warrant
(other  than a change in the par value,  or from par value to no par  value,  or
from no par value to par value, or as a result of a subdivision or combination),
or in case of any merger of the  Corporation  with or into  another  corporation
(other than a merger with  another  corporation  in which the  Corporation  is a
continuing  corporation,  and which does not result in any  reclassification  or
change of outstanding  securities  issuable upon exercise of this Warrant),  the
Corporation,  or such successor or purchasing  corporation,  as the case may be,
shall  execute a new Warrant  (in form and  substance  satisfactory  to Holder),
providing  that Holder  shall have the right to exercise  such new Warrant  and,
upon  such  exercise,  to  receive,  in lieu  of  each  share  of  Common  Stock
theretofore  issuable  upon  exercise  of this  Warrant,  the kind and amount of
shares of stock,  other  securities,  money and  property  receivable  upon such
reclassification, change or merger by a holder of one (1) share of Common Stock.
Such new Warrant shall provide for adjustment that shall be as nearly equivalent
as may be  practicable  to the  adjustment  provided  for in this Section 8. The
provisions  of  this   subsection  8.a.  shall  similarly  apply  to  successive
reclassifications, changes, mergers and transfers.

         b.  Subdivisions or  Combinations of Shares.  If the Corporation at any
time while this Warrant  remains  outstanding  and unexpired  shall subdivide or
combine its Common Stock,  the Warrant  Exercise Price, and the number of shares
issuable upon exercise hereof shall be proportionately adjusted.

         c. Stock  Dividends.  If the Corporation at any time while this Warrant
is outstanding  and unexpired  shall pay a dividend  payable in shares of Common
Stock  (except as a  distribution  specifically  provided  for in the  foregoing
subsections  8.a. and 8.b.),  then the Warrant Exercise Price shall be adjusted,
from and after the date of  determination  of  shareholders  entitled to receive
such  dividend or  distribution,  to that price  determined by  multiplying  the
Warrant Exercise Price in effect immediately prior to such date of determination
by a fraction (i) the  numerator of which shall be the total number of Shares of
Common Stock outstanding immediately prior to such dividend or distribution, and
(ii) the  denominator  of which  shall be the  total  number of Shares of Common
Stock outstanding immediately after such dividend or distribution and the number
of Warrant Shares subject to this Warrant shall be proportionately adjusted.

         d. No  Impairment.  The  Corporation  will  not,  by  amendment  of its
Articles  of  Incorporation  or through  any  reorganization,  recapitalization,
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 to be observed or performed  hereunder by the
Corporation,  but will at all times in good faith  assist in the carrying out of
all the  provisions  of this Section 8., and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of Holder against
impairment.

         e. Notice of Adjustments.  Whenever the Warrant Exercise Price shall be
adjusted pursuant to the provisions  hereof, the Corporation shall within thirty
(30)  days  after  such  adjustment  deliver a  certificate  signed by its Chief
Financial  Officer to Holder  setting  forth,  in reasonable  detail,  the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated,  and the Warrant Exercise Price,  after giving effect
to such adjustment.

     9.  Public  Offering  Lock-Up/Piggy-Back  Registration.  Except as provided
herein,   in  connection  with  the  next   underwritten   registration  of  the
Corporation's securities, the Holder agrees, upon the request of the Corporation
and the underwriters  managing such  underwritten  offering of the Corporation's
securities,  not to sell, make any short sale of, loan, grant any option for the
purchase  of, or  otherwise  dispose of any  Warrant  Shares  (other  than those
included in the registration) without the prior written consent of the


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Corporation and such underwriters,  as the case may be, for such period of time,
not to exceed one hundred  eighty (180) days,  from the  effective  date of such
registration as the underwriters  may specify.  The Corporation and underwriters
may request such additional  written  agreements in furtherance of such standoff
in the form reasonably satisfactory to the Corporation and such underwriter. 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 period.  If (but without any  obligation  to do so) the Company
proposes to register (including for this purpose a registration  effected by the
Company  for  shareholders  other  than the  Holder)  any of its  stock or other
securities  under  the  Act in  connection  with  the  public  offering  of such
securities solely for cash during the Exercise Period (other than a registration
relating  solely to the sale of  securities to  participants  in a Company stock
plan, or a  registration  on any form which does not include  substantially  the
same information as would be required to be included in a registration statement
covering  the sale of the  Warrant  Shares and the  "Shares"  (as defined in the
Purchase  Agreement)),  the Company  shall,  at such time,  promptly give Holder
written notice of such  registration.  Upon the written  request of Holder given
within ten (10) days after mailing of written notice by the Company, the Company
shall,  subject to the provisions  herein,  cause to be registered under the Act
all of the Warrant Shares that Holder has requested to be registered;  provided,
however,  that the Company  shall not be  obligated to take any action to effect
any such  registration,  qualification  or  compliance  pursuant to this Section
after the Company has effected a registration  pursuant to this Section and such
registration  has been declared  effective.  The Company shall have the right to
terminate or withdraw any registration  initiated by it under this Section prior
to the effectiveness of such  registration  whether or not Holder has elected to
include  securities in such registration.  It shall be a condition  precedent to
the  obligations of the Company to take any action pursuant to this Section with
respect to the  Warrant  Shares  and Shares  that  Holder  shall  furnish to the
Company such  information  regarding  itself,  the Warrant Shares and the Shares
held by it, and the intended  method of disposition of such  securities as shall
be  required  or  requested  by the  Company to effect the  registration  of the
Holder's Warrant Shares and Shares.  The Company shall bear and pay all expenses
incurred in connection with any  registration,  filing or  qualification  of the
Warrant Shares and Shares with respect to the registrations  pursuant hereto for
the  Holder,  including  (without  limitation)  all  registration,  filing,  and
qualification  fees,  printers and  accounting  fees  relating or  apportionable
thereto,  but excluding fees and disbursements of counsel for the Holder,  stock
transfer taxes, and any underwriting  discounts and commissions  relating to the
Warrant  Shares and Shares.  Notwithstanding  the  foregoing,  these  piggy-back
registration rights may NOT be transferred to any other person or entity.

     10.  Assignment.  With respect to any offer,  sale or other  disposition of
this Warrant or any underlying  securities,  the Holder will give written notice
to the  Corporation  prior  thereto,  describing  briefly  the  manner  thereof,
together  with a written  opinion of such Holder's  counsel,  to the effect that
such offer, sale or other  distribution may be effected without  registration or
qualification  (under  any  applicable  federal  or state  law then in  effect).
Furthermore, no such transfer shall be made unless the transferee meets the same
investor suitability standards set forth in Section 6 of this Warrant.  Promptly
upon receiving such written notice and reasonably  satisfactory  opinion,  if so
requested, the Corporation, as promptly as practicable, shall notify Holder that
Holder  may  sell  or  otherwise  dispose  of  this  Warrant  or the  underlying
securities,  as the case may be, all in accordance with the terms of the written
notice delivered to the Corporation.  If a determination  has been made pursuant
to this Section 10 that the opinion of counsel for the Holder is not  reasonably
satisfactory  to the  Corporation,  the  Corporation  shall so notify the Holder
promptly after such  determination  has been made. Each Warrant thus transferred
shall bear the same legends appearing on this Warrant, and underlying securities
thus  transferred  shall bear the legends required by Section 6. The Corporation
may issue stop transfer  instructions  to its transfer agent in connection  with
such restrictions.

     11. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by the
Corporation  of  evidence  reasonably  satisfactory  to it of the  loss,  theft,
destruction  or mutilation of any Warrant or stock  certificate,  and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to


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it,  and  upon  reimbursement  to the  Corporation  of all  reasonable  expenses
incidental thereto, and upon surrender and cancellation of such Warrant or stock
certificate,  if mutilated,  the Corporation will make and deliver a new Warrant
or stock certificate of like tenor and dated as of such cancellation, in lieu of
this Warrant or stock certificate.

     12.  Governing  Law.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of  California,  applicable  to contracts
between  California  residents entered into and to be performed  entirely within
the State of California.

     13. Descriptive Headings. The headings used herein are descriptive only and
for the convenience of identifying provisions,  and are not determinative of the
meaning or effect of any such provisions.

ENOVA SYSTEMS, INC.                 AGREED AND ACCEPTED:

                                    HOLDER: ERUCA LIMITED


By:___________________________      ____________________________________
  (Signature)                       (Signature)


______________________________      ____________________________________
(Print Name & Title)                (Print Name & Title)


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