EXHIBIT 10.14
           SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN
         AETNA LIFE INSURANCE COMPANY, AS LANDLORD, AND
                 ELECTROSOURCE, INC., AS TENANT
          
          To  be attached to and form a part of Lease made
          the  3rd  day of February, 1992 (which  together
          with    any   amendments,   modifications    and
          extensions  thereof, is hereinafter  called  the
          Lease), between Landlord and Tenant, covering  a
          total of 30,000 square feet and located at  3800
          Drossett  Drive, Suites B & B-1, Austin,  Texas,
          known as Mopac #4.

     WITNESSETH that the Lease is hereby amended as follows:

1.    The Lease shall be extended and renewed for a further  term
of  thirty-six (36) months to commence on the 1st day  of  March,
1996.  The monthly base rental shall be:

     March 1996 - February 1997              $ 9,480.00 per month
     March 1997 - February 1998              $10,980.00 per month
     March 1998 - February 1999              $12,480.00 per month

           Plus  property  taxes,  common area  maintenance,  and
insurance as provided herein.

2.    Providing Tenant is not in default under the terms of  this
lease,  Tenant shall have the right to amortize up to  $1.50  per
square foot ($45,000 total) for tenant finish work in the demised
premises   performed   only  during  the   time   preceding   the
commencement  date of the renewal term or the first  twelve  (12)
months  of  this renewal term.  The total amount of the allowance
used by the Tenant by the end of the twelfth (12th) month of  the
renewal  term,  which shall not exceed $45,000,  shall  be  fully
amortized at ten percent (10%) per annum over the remaining lease
term and added to the base rent.  This amortization period may be
started  prior to the twelfth (12th) month but not prior  to  the
beginning  of  the  renewal term and shall commence  upon  Tenant
notifying  Landlord  that  all  tenant  finish  work  under  this
agreement  has  been completed.  For example, if Tenant  notifies
Landlord  of the completion of all Tenant finish work during  the
first  (1st)  month  of the lease term, the cost  of  the  Tenant
finish  work  would  be amortized into the  lease  rate  for  the
remaining 35 months.  For Tenant finish work totaling $30,000.00,
the monthly rent would increase by $991.75 for this amortization.
Landlord  shall pay such tenant finish allowance upon  completion
of  all  work as evidenced by a Certificate of Occupancy  by  the
City  of  Austin,  Contractors Affidavit and Subcontractors  Lien
Waivers,  but in no event prior to the commencement date  of  the
renewal term.  Landlord shall only pay for costs incurred in  the
interior  improvement  construction  as  evidence  by  contractor
invoices.

3.    Landlord  is the owner of the herein demised  premises,  as
well  as the adjacent 17,018 square feet of space.  It is  agreed
that  Tenant shall have the right of first refusal to  lease  the
adjacent space from the Landlord subject to the existing lease in
place with Advanced Micro Devices and subject to Tenant not being
in  default.  In the event a prospective tenant desires to  lease
this space from Landlord, Landlord shall notify Tenant thereof in
the  manner  provided herein for notice, whereupon  Tenant  shall
have five (5) days after receipt of such notice in which to elect
to  exercise Tenant's right of first refusal.  In the vent Tenant
fails  to  give Landlord written notice of Tenant's  election  to
lease  the adjacent space within said five (5) day period, Tenant
shall  have  no further right, title or interest in the  adjacent
space  and this right of first refusal shall terminate and be  of
no  further  force and effected.  If, on the other  hand,  Tenant
exercises  its  right  to first refusal in  the  manner  provided
above, the lease of the adjacent property shall be consummated at
a fair market rental rate.

4.    Providing Tenant is not in default, Tenant shall  have  the
right and option to renew this Lease for one (1) additional three
(3) year term by delivering written notice thereof to Landlord at
Lease One Hundred Eighty (180) days prior to the expiration  date
of  the lease term, provided that at the time of such notice  and
at the end of the lease term, Tenant is not in default hereunder.
Upon  the  delivery of said notice and subject to the  conditions
set forth in the preceding sentence, this Lease shall be extended
upon the same, terms, covenants and conditions as provided in the
Lease,  except that the rental payable during said extended  term
shall  be  the  prevailing  market  rental  rate  for  space   of
comparable size, quality and location at the commencement of such
extended term.  If a conflict arises in the determination of such
FMV  rental  rate,  a three-member committee, selected  from  the
Austin  Board  of Realtors, shall determine the FMV rental  rate.
The  first  two  members of such committee shall be  selected  by
Landlord and Tenant respectively, which two members shall  select
the third.

5.   Paragraph 9.B(i) of the Lease Agreement is hereby amended to
name  the  Management  Company as an additional  insured  on  all
Tenant's  Liability  Insurance Policies in connection  with  this
Lease  (except for the workers' compensation policy as stated  in
Paragraph 9.B)).

6.    The  following article previously deleted from the original
lease shall now be added back into the lease as follows:

 PARAGRAPH 2.  BASE RENT, SECURITY DEPOSIT AND ESCROW DEPOSITS.

           C.   Escrow  Deposits.  Without limiting  in  any  way
     Tenant's  other obligations under this Lease, Tenant  agrees
     to  pay  to Landlord its Proportionate Share (as defined  in
     this  Paragraph 2C below) of (I) Taxes (hereinafter defined)
     payable by Landlord pursuant to Paragraph 3A below, (ii) the
     cost  of utilities payable by Landlord pursuant to Paragraph
     8  below,  (iii)  Landlord's cost of  maintaining  insurance
     pursuant to Paragraph 9A below, and (iv) Landlord's cost  of
     maintaining the Premises pursuant to paragraph 5E below  and
     any common area charges payable by Tenant in accordance with
     Paragraph  4B  below  (collectively,  the  "Tenant  Costs").
     During each month of the term of this Lease, on the day that
     rent  is due hereunder, Tenant shall deposit in escrow  with
     Landlord  an  amount  equal  to one-twelfth  (1/12)  of  the
     estimated  amount  of Tenant's Proportionate  Share  of  the
     Tenant  Costs.  Tenant authorizes Landlord to use the  funds
     deposited with Landlord under this Paragraph 2C to pay  such
     Tenant Costs.  The initial monthly escrow payments are based
     upon  the  estimated amounts for the year  in  question  and
     shall  be  increased or decreased annually  to  reflect  the
     projected actual mount of all Tenant Costs.  If the Tenant's
     total  escrow deposits for any calendar year are  less  than
     Tenant's actual Proportionate Share of the Tenant Costs  for
     such  calendar  year,  Tenant shall pay  the  difference  to
     Landlord  within ten (10) days after demand.  If  the  total
     escrow  deposits of Tenant for any calendar  year  are  more
     than Tenant's actual Proportionate Share of the Tenant Costs
     for  such  calendar year, Landlord shall retain such  excess
     and credit it against Tenant's escrow deposits next maturing
     after   such  determination.   In  the  event  the  Premises
     constitute  a portion of a multiple occupancy building  (the
     "Building"), Tenant's "Proportionate Share" with respect  to
     the Building,  as used in this Lease, shall mean a fraction,
     the  numerator of which is the gross rentable area continued
     in  the  Premises and the denominator of which is the  gross
     rentable  area  contained in the entire  Building.   In  the
     event  the Premises or the Building is part of a project  or
     business  park  owned, managed or leased by Landlord  or  an
     affiliate    of    Landlord   (the   "Project"),    Tenant's
     "Proportionate Share" of the Project, as used in this Lease,
     shall  mean a fraction, the numerator of which is the  gross
     rentable  area continued in the premises and the denominator
     of  which is the gross rentable are contained in all of  the
     buildings (including the Building) within the Project.

7.    The following sentence previously deleted from the original
lease shall now be added back into the lease as follows:

     PARAGRAPH 3. TAXES
           A.   Real  Property Taxes.  Subject  to  reimbursement
under Paragraph 2C herein

8.    The  following article previously deleted from the original
lease shall now be added back into the lease as follows:

     PARAGRAPH 4.  LANDLORD'S REPAIRS AND MAINTENANCE.
           B.   Tenant's  Share of Common Area  Charges.   Tenant
     agrees  to  pay its Proportionate Share of the cost  of  (I)
     maintenance  and/or landscaping (including both  maintenance
     and  replacement of landscaping) of any property that  is  a
     part  of  the  Building and/or the Project; (ii)  operating,
     maintaining  and  repairing  any  property,  facilities   or
     services   (including  without  limitation   utilities   and
     insurance  therefor)  provided for the  use  or  benefit  of
     Tenant  or  the  common use or benefit of Tenant  and  other
     lessees   of  the  Project  or  the  Building;   and   (iii)
     administrative fee of fifteen percent (15%)  of  all  common
     area  maintenance charges.  With the exception of  this  15%
     administrative  fee,  Tenant shall  not  be  responsible  or
     liable   for   Landlord's   management   fees   or   related
     reimbursements.

9.    The following sentence previously deleted from the original
lease shall now be added back into the lease as follows:

     PARAGRAPH 9.  INSURANCE.
           A.   Landlord's  Insurance.  Subject to  reimbursement
     under Paragraph 2C herein,

10.  Landlord and Tenant acknowledge and represent to one another
that,  other  than Trammell Crow Center Texas, Inc., representing
Landlord  and  Oxford Commercial, Inc., representing  Tenant,  no
real  estate  broker has been involved in this  transaction.   As
material  consideration in this transaction, Landlord  agrees  to
cause  a commission to be paid to Oxford Commercial, Inc.  in  an
amount  which is equal to 4% of the aggregate net rent due  under
this  agreement (a total of $15,120.00) which has been  amortized
into  the  lease rate.  Such commission shall be due and  payable
upon commencement of the renewal term.

      Except  as  herein  and  hereby modified  and  amended  the
Agreement of Lease shall remain in full force and effect and  all
the  terms,  provisions,  convenants and conditions  thereof  are
hereby ratified and confirmed.

DATED AS OF THE 1 DAY OF NOVEMBER, 1995.

WITNESS:              LANDLORD:
                      AETNA LIFE INSURANCE COMPANY
                      BY:   AETNA REALTY INVESTORS INC.,  ITS AGENT
  /s/                 BY:              /s/
                              DIRECTOR

WITNESS:              TENANT:
                      ELECTROSOURCE, INC.

  /s/                 BY:              /s/
                      TITLE:   Vice  President  and  General Counsel