EXHIBIT 10.47

               DIRECTOR INDEMNIFICATION AGREEMENT


      THIS  AGREEMENT  is  made this 16th day  of  August,  1999,
between    ELECTROSOURCE,    INC.,   a    Delaware    corporation
("Corporation") and Benny E. Jay ("Director").

                           WITNESSETH:

      WHEREAS, Director is a member of the Board of Directors  of
Corporation and in such capacity is performing a valuable service
for Corporation; and

      WHEREAS,  the  Bylaws  of  the Corporation  (the  "Bylaws")
provide  for  the  indemnification of  the  officers,  directors,
agents and employees of Corporation; and

     WHEREAS, such Bylaws and Section 145 of the Delaware General
Corporation  Laws,  as  amended to date (the  "State  Statutes"),
specifically  provide  that they are not exclusive,  and  thereby
allow that contracts may be entered into between Corporation  and
the   members  of  its  Board  of  Directors  with   respect   to
indemnification of such directors; and

      WHEREAS,  in accordance with the authorization provided  by
the  State  Statutes,  Corporation has  purchased  and  presently
maintains  a  policy  or  policies  of  Directors  and   Officers
Liability   Insurance   ("D&O   Insurance")   covering    certain
liabilities  which may be incurred by its directors and  officers
in the performance of their services for Corporation; and

      WHEREAS, recent developments with respect to the terms  and
availability   of  D&O  Insurance  and  with   respect   to   the
application,  amendment and enforcement of  statutory  and  bylaw
indemnification   provisions  generally  have  raised   questions
concerning   the  adequacy  and  reliability  of  the  protection
afforded to directors thereby; and

      WHEREAS,  in  order to resolve such questions  and  thereby
induce the Director to continue to serve as a member of the Board
of  Directors  of  Corporation, Corporation  has  determined  and
agreed to enter into this Agreement with Director.

      NOW  THEREFORE,  in  consideration of Director's  continued
service  as a Director after the date hereof, the parties  hereto
agree as follows:

     1.   Indemnity of Director.

                Corporation  shall  hold harmless  and  indemnify
          Director to the full extent authorized or permitted  by
          the  provisions  of  the  State  Statutes,  or  by  any
          amendment   thereof   or  other  statutory   provisions
          authorizing or permitting such indemnification which is
          adopted after the date hereof.

     2.   Maintenance of Insurance and Self Insurance.

               (a)   Corporation represents that it presently has
               in force and effect a policy of D&O Insurance with
               the insurance company and in the amount as follows
               (the "Insurance Policy"):

Insurer                           Policy No. Amount     Deductible

National Union Fire Insurance Co. 008565962  $2,000,000 $100,000/$250,000 SEC

               Subject  only  to the provisions of  Section  2(b)
               hereof, Corporation hereby agrees that, so long as
               Director shall continue to serve as a director  of
               Corporation (or shall continue at the  request  of
               Corporation  to  serve  as  a  director,  officer,
               employee   or   agent   of  another   corporation,
               partnership,   joint  venture,  trust   or   other
               enterprise)  and  thereafter so long  as  Director
               shall   be  subject  to  any  possible  claim   or
               threatened, pending or completed action,  suit  or
               proceeding,    whether    civil,    criminal    or
               investigative, by reason of the fact that Director
               was a director of Corporation (or served in any of
               said  other capacities), Corporation will purchase
               and maintain in effect for the benefit of Director
               one  or more valid, binding and enforceable policy
               or  policies  of D&O Insurance providing,  in  all
               respects,  coverage  at least comparable  to  that
               presently   provided  pursuant  to  the  Insurance
               Policy.

               (b)  Corporation shall not be required to maintain
               said policy or policies of D&O Insurance in effect
               if  said insurance is not reasonably available  or
               if,  in  the reasonable business judgment  of  the
               then  directors  of Corporation,  either  (i)  the
               premium  cost  for such insurance is substantially
               disproportionate  to the amount  of  coverage;  or
               (ii) the coverage provided by such insurance is so
               limited  by  exclusions that there is insufficient
               benefit from such insurance.

               (c)   In  the event Corporation does not  purchase
               and maintain in effect said policy or policies  of
               D&O  Insurance  pursuant  to  the  provisions   of
               Section  2(b) hereof, Corporation agrees  to  hold
               harmless and indemnify Director to the full extent
               of  the  coverage which would otherwise have  been
               provided for  the benefit of Director pursuant  to
               the Insurance Policy.


     3.   Additional Indemnity.

                Subject  only  to the limitations  set  forth  in
          Section  4 hereof, and without limitation to Section  1
          above,  Corporation  shall further  hold  harmless  and
          indemnify Director:

               (a)   Against  any  and  all  expenses  (including
               attorneys'  fees),  judgments, fines  and  amounts
               paid   in   settlement  actually  and   reasonably
               incurred  by  Director  in  connection  with   any
               threatened, pending or completed action,  suit  or
               proceeding,      whether     civil,      criminal,
               administrative  or  investigative  (including   an
               action  by or in the right of the Corporation)  to
               which  Director is or was a party or is threatened
               to   be  made a party by reason of the  fact  that
               Director is, was or at any time becomes a director
               of the Corporation, or is or was serving or at any
               time serves at the request of the Corporation as a
               director,  officer, employee or agent  of  another
               corporation, partnership, joint venture, trust  or
               other enterprise; and

               (b)   Otherwise to the fullest extent that may  be
               provided  to  Director  by Corporation  under  the
               nonexclusivity provisions of Section 10.5  of  the
               Bylaws of the Corporation and the State Statutes.

     4.   Limitations on Additional Indemnity.

          No indemnity pursuant to Section 3 hereof shall be paid
by Corporation:

               (a)   except to the extent the aggregate of losses
               to be indemnified thereunder exceeds the amount of
               such  losses for which the Director is indemnified
               either  pursuant  to Sections 1  or  2  hereof  or
               pursuant  to  any  D&O  Insurance  purchased   and
               maintained by the Corporation; or

               (b)   in  respect to remuneration paid to Director
               if  it  shall be determined by the Reviewing Party
               (as  defined in Section 5 below), or  by  a  final
               judgment  or other final adjudication,  that  such
               remuneration was in violation of law; or

               (c)  if a determination of the Reviewing Party  is
               made,  or  if  a  judgment is rendered  against  a
               Director,  that  an accounting must  be  made  for
               profits made from the purchase or sale by Director
               of  securities of Corporation in violation of  the
               provisions  of  Section 16(b)  of  the  Securities
               Exchange  Act  of 1934 and amendments  thereto  or
               similar provisions of any federal, state or  local
               statutory law; or

               (d)   on  account of Director's conduct  which  is
               determined by the Reviewing Party, or by  a  final
               judgment or other final adjudication, to have been
               knowingly fraudulent, deliberately dishonest or of
               willful misconduct; or

               (e)   if  the  Reviewing Party or a  Court  having
               jurisdiction  in the matter shall  determine  that
               such indemnification is not lawful.

     5.   Reviewing Party.

          "Reviewing Party" means:

               (a)   the  Board  of Directors,  provided  that  a
               majority  of  directors are  not  parties  to  the
               claim, or

               (b)   special,  independent counsel  selected  and
               appointed by the Board of Directors; or

               (c)   special,  independent  counsel  approved  or
               chosen pursuant to Section 6 below.

          Any  determination  by  the Reviewing  Party  shall  be
          conclusive and binding on Corporation and Director.  If
          the  Reviewing Party determines that Director would not
          be  permitted to be indemnified in whole  or  in  part,
          Director shall have the right to commence litigation in
          the   State   of  Delaware  in  any  court  of   proper
          jurisdiction  seeking an order or judgment by the court
          equivalent to the determination of the Reviewing  Party
          or  challenging any such determination by the Reviewing
          Party or any aspect thereof.

     6.   Change in Control of Corporation.

               If there is a change in control of Corporation (as
          defined  below),  then  with  respect  to  all  matters
          thereafter arising concerning the rights of Director to
          indemnity  payments  and expense  advances  under  this
          Agreement,  or  any other agreements or Bylaws  now  or
          hereafter    in    effect    relating    to    director
          indemnification,  Corporation shall seek  legal  advice
          and  shall retain a Reviewing Party only from  special,
          independent counsel  selected by Director and  approved
          by   Corporation   (which   approval   shall   not   be
          unreasonably  withheld),  and  who  has  not  otherwise
          performed services for Corporation or Director.  In the
          event  that  Director and Corporation   are  unable  to
          agree  on  the  selection of the  special,  independent
          counsel,  such special, independent counsel  shall   be
          selected  by  lot from among at least  five  law  firms
          designated  by Director, each of such law firms  having
          more  than 35 attorneys and having a rating of "av"  or
          better  in  the  then  current  Martindale-Hubbell  Law
          Directory.   Such  selection  shall  be  made  in   the
          presence  of Director (and Director's legal counsel  or
          either  of them, as Director may elect).  Such special,
          independent  counsel, among other relevant  appropriate
          matters,  shall  determine whether and to  what  extent
          Director  would  be  permitted to be indemnified  under
          applicable law and  shall render its written opinion to
          Corporation  and Director to such effect.   Corporation
          shall   pay   the  reasonable  fees  of  the   special,
          independent  counsel  and shall  fully  indemnify  such
          counsel  against any and all costs and expenses arising
          out  of or relating to this Agreement or its engagement
          pursuant hereto.

               "Change in control" of Corporation shall be deemed
          to  have occurred if (i) any "person" (as such term  is
          used  in  Sections  13(d) and 14(d) of  the  Securities
          Exchange  Act  of 1934, as amended (the "Act")),  other
          than  a  trustee or other fiduciary  holding securities
          under  an employee benefit plan of Corporation,  is  or
          becomes  the  "beneficial owner" (as  defined  in  rule
          13d-3  under  the  Act),  directly  or  indirectly,  of
          securities of Corporation representing 20% or  more  of
          the  total  voting  power represented by  Corporation's
          then  outstanding voting securities;  (ii)  during  any
          period of two consecutive years, individuals who at the
          beginning  of  such  period  constitute  the  Board  of
          Directors  of  Corporation and any new  director  whose
          election  by the Board of Directors  or nomination  for
          election by Corporation's shareholders was approved  by
          a  vote  of at least two-thirds (2/3) of  the directors
          then  still in office who either were directors at  the
          beginning of the period or whose election or nomination
          for election was previously so approved, cease, for any
          reason,  to  constitute  a majority  of  the  Board  of
          Directors;  or  (iii) the shareholders  of  Corporation
          approve  a merger or consolidation of Corporation  with
          any   other   corporation,  other  than  a  merger   or
          consolidation   that  would  result   in   the   voting
          securities   of  Corporation   outstanding  immediately
          prior  thereto  continuing  to  represent  (either   by
          remaining outstanding or by being converted into voting
          securities of the surviving entity) at least 80% of the
          total voting power represented by the voting securities
          of Corporation or the surviving entity, as the case may
          be,  or  an  agreement  for  sale  or  disposition   by
          Corporation  of all or substantially all  Corporation's
          assets.

     7.   Continuation of Indemnity.

                All  agreements  and obligations  of  Corporation
          contained  herein  shall  continue  during  the  period
          Director  is a director of Corporation (or  is  or  was
          serving  at  the request of Corporation as a  director,
          officer,  employee  or  agent of  another  corporation,
          partnership, joint venture, trust or other enterprise),
          and shall continue thereafter so long as Director shall
          be subject to any possible claim or threatened, pending
          or  completed  action,  suit  or  proceeding,  whether,
          civil, criminal or investigative, by reason of the fact
          that  Director was a director of Corporation or serving
          in any other capacity referred to herein.

     8.   Notification and Defense of Claim.

                Promptly  after receipt by Director of notice  of
          the   commencement  of  any  action,  claim,  suit   or
          proceeding,  Director  will,  if  a  claim  in  respect
          thereof  is  to be made against Corporation under  this
          Agreement,   notify  Corporation  of  the  commencement
          thereof; but the omission so to notify Corporation will
          not relieve it  from any liability which it may have to
          Director  otherwise  than under this  Agreement.   With
          respect  to any such action, suit or proceeding  as  to
          which Director notifies Corporation of the commencement
          thereof;

               (a)   Corporation will be entitled to  participate
               therein at its own expense, and;

               (b)   Except as otherwise provided below,  to  the
               extent that it may wish, Corporation jointly  with
               any  other  indemnifying party similarly  notified
               will  be  entitled to assume the defense  thereof,
               with  counsel  satisfactory  to  Director.   After
               notice   from  Corporation  to  Director  of   its
               election   so  to  assume  the  defense   thereof,
               Corporation  will not be liable to Director  under
               this  Agreement  for any legal or other   expenses
               subsequently  incurred by Director  in  connection
               with  the  defense thereof other  than  reasonable
               costs  of  investigation or as otherwise  provided
               below.    Director shall have the right to  employ
               counsel  in such action, suite or proceeding,  but
               the  fees  and  expenses of such counsel  incurred
               after notice from Corporation of its assumption of
               the  defense  thereof shall be at the  expense  of
               Director unless  (i) the employment of counsel  by
               Director has been authorized by Corporation;  (ii)
               Director  shall  have  reasonably  concluded  that
               there  may  be  a  conflict  of  interest  between
               Corporation  and Director in the  conduct  of  the
               defense  of  such  action; or   (iii)  Corporation
               shall  not in fact have employed counsel to assume
               the defense of such action, in each of which cases
               the  fees and expenses of counsel shall be at  the
               expense of Corporation.  Corporation shall not  be
               entitled to assume the defense of any action, suit
               or   proceeding  brought  by  or  on   behalf   of
               Corporation  or  as to which Director  shall  have
               made the conclusion provided for in (i) above.

               (c)   Corporation shall not be liable to indemnify
               Director under this Agreement for any amounts paid
               in  settlement  of  any action or  claim  effected
               without  its  written consent.  Corporation  shall
               not settle any action or claim in any manner which
               would impose any penalty or limitation on Director
               without   Director's  written  consent.    Neither
               Corporation   nor   Director   will   unreasonably
               withhold its consent to any proposed settlement.

     9.   Advancement of Expenses.

                Upon  the  request  of Director,  and  except  as
          limited  by  paragraph  8(b) above,  Corporation  shall
          reimburse Director for all reasonable expenses paid  by
          Director  in  defending any claim,  civil  or  criminal
          action,  suit  or  proceeding  for  which  Director  is
          entitled  to  be  indemnified by Corporation  for  such
          expenses  under  the provisions of the State  Statutes,
          the Bylaws, this Agreement or otherwise.

     10.  Repayment of Expenses.

                Director  shall  reimburse  Corporation  for  all
          reasonable  expenses paid or advanced  to  Director  by
          Corporation  in defending any claim, civil or  criminal
          action,  suit  or  proceeding against Director  in  the
          event  and  only  to  the  extent  that  it  shall   be
          determined by the Reviewing Party that Director is  not
          entitled  to  be  indemnified by Corporation  for  such
          expenses  under  the provisions of the State  Statutes,
          the Bylaws, this Agreement or otherwise.

     11.  Enforcement.

               (a)   Corporation  expressly confirms  and  agrees
               that  it  has  entered  into  this  Agreement  and
               assumed  the  obligations imposed  on  Corporation
               hereby in order to induce Director to continue  as
               a  director of Corporation, and acknowledges  that
               Director   is  relying  upon  this  Agreement   in
               continuing in such capacity.

               (b)   In  the event Director is required to  bring
               any  action to enforce rights or to collect moneys
               due   under  this Agreement and is  successful  in
               such  action, Corporation shall reimburse Director
               for all of Director's reasonable fees and expenses
               in bringing and pursuing such action.

     12.  Severability.

                Each  of  the provisions of this Agreement  is  a
          separate and distinct agreement and independent of  the
          others,  so that if any provision hereof shall be  held
          to  be  valid  or  unenforceable for any  reason,  such
          invalidity  or  unenforceability shall not  affect  the
          validity  or  enforceability of  the  other  provisions
          hereof.


       13.    Governing  Law;  Binding  Effect;   Amendment   and
Termination.

               (a)   This  Agreement  shall  be  interpreted  and
               enforced in accordance with the laws of the  State
               of Delaware.

               (b)  This Agreement shall be binding upon Director
               and  upon Corporation, its successors and assigns,
               and  shall  inure to the benefit of Director,  his
               heirs,  personal representatives and  assigns  and
               to  the benefit of Corporation, its successors and
               assigns.

               (c)   No  amendment, modification, termination  or
               cancellation of this Agreement shall be  effective
               unless in writing, signed by both parties hereto.


      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement on and as of the day and year first above written.

ELECTROSOURCE, INC.                    DIRECTOR



By:  /s/                                             /s/
Printed Name: Don C. Perriello         Printed Name:  Benny E. Jay
Title:        Vice President/Finance