EXHIBIT 10.99
                      ELECTROSOURCE, INC.
                      CONSULTING AGREEMENT

                            95-C-076


           THIS  CONSULTING  AGREEMENT  (the  "Agreement"),  made
effective  the  1st day of November 1995, is between Electrosource,
Inc.,  ("Electrosource")  a  Delaware  corporation,  having   its
principal offices at 3800-B Drossett Drive, Austin, Texas, 78744-
1131,  USA ("Electrosource") and, Charles L. Mathews ("Consultant")
having his principal place  of  business at 1111 Cardinal Drive, Paige,
Texas  78629.
                      W I T N E S S E T H:

      WHEREAS,  Consultant possesses the knowledge and experience
in battery technology, engineering, production technology, production
equipment and  related  fields; and

      WHEREAS,  Consultant has the knowledge and ability  and  is
duly  licensed  or  authorized  to assist  Electrosource  in  the
development, testing, production and commercialization of  its
technology; and

       WHEREAS, Electrosource desires the assistance of Consultant.

       NOW, THEREFORE, in consideration of the promises and the mutual 
agreements hereinafter contained, the parties hereto agree as follows:

     1.    Term.  Electrosource hereby engages Consultant  as  an
     independent contractor for a term commencing on the date hereof
     and ending two (2) years thereafter, unless sooner terminated in
     accordance with the terms hereof.  The parties may extend  this
     agreement by mutual agreement.

           Notwithstanding any other provision of this Agreement,
     if  Consultant  materially breaches any of  its  provisions,
     Electrosource may terminate this Agreement immediately  upon
     written  notice   to  Consultant.   Electrosource  may  also
     terminate this Agreement at any time after June 30, 1996  if
     Electrosource  has or is ordering lead, lead  billet  makers
     and/or   co-extruders   from   Consultant   under   separate
     agreements  in  amounts sufficient to provide  contractor  a
     reasonable  profit in Electrosource's opinion for Consultant
     to have a self-sustaining business.

           Upon termination of this Agreement, Electrosource shall 
     have no obligation to make further payments to Consultant for
     services  performed after notice is received by  Consultant.
     Notice  may  be  hand  carried or sent  by  certified  mail.
     Notice  is  effective upon receipt or within  five  days  of
     mailing, whichever is earlier.

     2.    Duties.   Consultant shall use  his  best  efforts  on
     behalf of Electrosource to assist Electrosource with respect
     to all matters pertaining to battery development, engineering,
     production equipment, materials and related matters.  Consultant
     shall not, during the term of this Agreement accept any other engagement 
     as a cconsultant, or enter into any employment relationship with  
     respect to which any portion of his duties would entail assisting any
     other entity in the field of battery research, development or
     production.  Consultant shall be reasonably available on an on-call,
     as-needed basis to perform such consulting duties as may be assigned 
     from time to time by Electrosource by its President or his designee.
     Consulting services shall be provided either at the offices of 
     Electrosource or of Consultant, or at such other location as the 
     parties may agree.

     3.    Compensation.  As full compensation for the services which
     Consultant renders to Electrosource under this Agreement, Electrosource
     shall pay to Consultant $5,000 per month on the 1st and 15th day of 
     each month.  It is anticipated that for a substantial and indefinite 
     period, Consultant's services will be needed on a regular basis  for
     approximately one-half his time.  It is further understood that 
     Consultant may supply equipment or supplies to Electrosource under
     separate agreement and for separate compensation (see Section 1).
     Consultant shall invoice monthly for his services hereunder.

     4.   Expenses.  Electrosource shall reimburse Consultant for
     all  proper and reasonable expenses incurred by him pursuant
     to  Consultant's consulting duties hereunder.  Such expenses
     may include necessary actual  expenses of out-of-town travel
     costs,  communications, hotel accommodations, meals and  the
     like,  provided  that  Consultant  shall  keep  and  provide
     Electrosource  an  accurate and complete accounting  of  all
     such  expenses so incurred, and shall obtain Electrosource's
     prior  written  consent to any such expenses.  Reimbursement
     of  expenses will be issued within fifteen (15) days of receipt
     of complete accounting of same.

     5.    Confidential and Proprietary Information.  The parties
     agree  that  from  time to time during performance  of  this
     Agreement, confidential or proprietary technical or business
     information may be provided either orally or in written form
     to   Consultant.   Such  information  will  be  specifically
     designated  by Electrosource as confidential or proprietary.
     Consultant  shall  keep  confidential  all  such  designated
     information  furnished by Electrosource and  safeguard  same
     from  disclosure or use by any unauthorized individuals  for
     any purpose other than in performance of this Agreement.

            Consultant   shall   restrict   the   disclosure   of
     Electrosource's  confidential or proprietary  technical  and
     business information to those of his employees who  need  to
     know  the  same for purposes of carrying out this  contract.
     Consultant  shall advise all such employees of  Consultant's
     obligations of confidentiality under this Agreement.

           In  event  of  termination  or  cancellation  of  this
     Agreement  for  any  reason  whatsoever,  Consultant  agrees
     promptly to deliver to Electrosource all written information
     of  any sort made available to Consultant or created  by  it
     under the terms of this Agreement.

           Work  product created by Consultant shall  become  the
     confidential    proprietary   property   of   Electrosource.
     Consultant  agrees to treat such work product  in  the  same
     manner   as   confidential   proprietary   information    of
     Electrosource.   Consultant agrees that any  remedy  at  law
     would  be  inadequate  or  a violation  of  this  provision;
     consequently,   Consultant  agrees  that  Electrosource   is
     entitled   to  obtain  an  injunction  against  Consultant's
     disclosure of any confidential proprietary information.

           Neither  expiration of this Agreement nor its  earlier
     termination for any reason shall release Consultant from its
     obligations under this Section 5.

     6.    Classified  Information.  Except  in  connection  with
     authorized   visits,  classified  material  shall   not   be
     possessed by the Consultant off the premises of the Company.
     The  Company  shall not furnish classified material  to  the
     Consultant  at any other location than the premises  of  the
     Company  and performance of the consulting services  by  the
     Consultant  shall  be accomplished at the  premises  of  the
     Company.

           The Consultant and his certifying employees shall  not
     disclose classified information to unauthorized persons.

           Electrosource  shall brief the Consultant  as  to  the
     security   controls   and  procedures  applicable   to   the
     Consultant's performance.

     7.    Works of Authorship and Inventions.  Consultant  shall
     convey to Electrosource all rights to each invention, whether or 
     not patentable, which is conceived, developed, written, or reduced to 
     practice by Consultant in performing this Agreement.  Consultant
     agrees   to  execute  all  necessary  patent  and  copyright
     applications,    assignments  and   other   instruments   at
     Electrosource's  expense and to give all lawful  and  proper
     testimony  in aid of Electrosource obtaining and maintaining
     in  its name full and complete patent protection on any such
     invention.    Before  final  payment  is  made  under   this
     Agreement,  Consultant shall furnish Electrosource  complete
     information  with  respect to any  invention  and  all  work
     product subject to this Section.

          Consultant hereby irrevocably appoints each officer and
     director  of  Electrosource  as  his  attorney-in-fact   for
     purposes of filing any applications or assignments necessary
     to  properly reflect the sole ownership by Electrosource  of
     any invention or work of authorship subject to this Section.

     8.    Assignment and Subcontracting.  Neither this Agreement
     nor  its  performance, either in whole or in part, shall  be
     assigned  or  subcontracted by Consultant to a  third  party
     without,  in  each  case,  the  prior  written  consent   of
     Electrosource, which may be withheld for any reason.

     9.   No Conflicts.  Consultant represents and warrants that:

          (a)   He has full authority to enter into this Agreement and 
          to perform his obligations hereunder; and

          (b)   Performance by Consultant of his obligations hereunder will
          not be in conflict with any other of his obligations.

           Notwithstanding any other provision of this Agreement,
     Electrosource  shall  have  the  right  to  terminate   this
     Agreement if, in Electrosource's sole opinion, a conflict of
     interest   rises   or   may   arise   between   Consultant's
     representation  of  Electrosource and its representation  of
     its  other clients.  Such termination shall become effective
     upon five (5) days written notification by Electrosource.

     10.   Independent Contractor.  Consultant's relationship  to
     Electrosource  shall be solely to provide personal  services
     on  an  independent  contractor basis.   In  this  capacity,
     Consultant will not be an employee of Electrosource and will
     not be entitled to worker's compensation coverage, unemployment 
     insurance, or any other type or form of insurance or benefit 
     normally provided by Electrosource for its employees, and 
     Electrosource will not be responsible for withholding federal income
     or social security taxes from the fees paid to Consultant.   The
     Consultant will be solely responsible for reporting and paying all 
     Federal, State and Local taxes arising from his performance of this
     Agreement.  The Consultant is generally free to perform the services 
     hereunder in any manner desired, subject to satisfactory completion
     of the subject task.

     11.   Notice.  A notice communicated to Electrosource  shall
     be   sent  to:  President, Electrosource, Inc., 3800-B Drossett 
     Drive, Austin, Texas  78744-1131, or to such other place or places as
     Electrosource,  by  notice in writing, shall  specify.   Any
     notice to Consultant shall be sent to Charles L. Mathews  at
     111  Cardinal  Drive, Paige, Texas 78629.  Any notice to be served shall 
     be deemed  to  be  served if the same be sent by registered  or
     certified mail through the United States mail, addressed  to
     the  party on which service is to be effected at the address
     stated  in the immediately preceding sentences and shall  be
     deemed  to  have been received on the day indicated  on  the
     return receipt relating thereto.

     12.   Binding  Agreement.  This Agreement shall  be  binding
     upon  and inure to the benefit of the successors and assigns
     of  Electrosource,  and  to the successors  and  assigns  of
     Consultant.

     13.   Modification.   This Agreement  supersedes  all  prior
     agreements   or   understandings  between   Consultant   and
     Electrosource relating to the subject matter hereof, and  no
     change,  termination  or attempted  waiver  of  any  of  the
     provisions hereof shall be binding unless reduced to writing
     and  signed by duly authorized officers of Electrosource and
     by Consultant.

     14.   Construction.  This Agreement shall be  construed  and
     enforced in accordance with the laws of the State of  Texas.
     Consultant hereby submits to the continuing jurisdiction  of
     the  laws  and  the  courts of the State  of  Texas  in  the
     prosecution  of  any  interpretation  or  dispute  under  or
     arising  out of this Agreement.  Should any portion of  this
     Agreement  be  adjudged or held to be invalid, unenforceable
     or  void,  such  judgment  shall  not  have  the  effect  of
     invalidating or voiding the remainder of this Agreement, and
     the  parties  hereto  agree that  the  portion  to  be  held
     invalid, unenforceable or void shall, if possible be  deemed
     amended or reduced in scope or to otherwise be stricken from
     this  Agreement to the extent required for the  purposes  of
     validity and enforcement thereof.

     IN WITNESS WHEREOF, this Agreement is dated and is effective
the date and year first above written.

ELECTROSOURCE, INC.

By:     /S/                           By:       /S/
   James M. Rosel, Vice President         Charles L. Mathews
       and General Counsel
Date:   October 31, 1995              Date:October 31, 1995

                                      SOCIAL SECURITY NUMBER OR
                                      FEDERAL IDENTIFICATION NUMBER:

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