EXHIBIT 10.119
                      CONSULTING AGREEMENT
                           94-C-049A

           THIS  CONSULTING  AGREEMENT  (the  "Agreement"),  made
effective  the  15th day of November  1994,   is  between
Electrosource,  Inc.,  a Delaware corporation,  having  principal
offices  at  3800-B  Drossett Drive, Austin,  Texas,  78744-1131,
U.S.A.  ("Electrosource") and, RICHARD  C.  BAKER  DBA  TALBOT
MANAGEMENT  SERVICES having his place of business  at  751  Kelly
Avenue, Half Moon Bay, CA   94019 ("Consultant").

                      W I T N E S S E T H:

      WHEREAS,  Consultant possesses the knowledge and experience
in  battery  testing  technology, production  technology   and/or
related  fields  of  marketing or engineering activity  financial
matters; and

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

     Electrosource and Consultant, intending to be legally bound,
agree as follows:

     1.    Term.   Electrosource  hereby  engages  Consultant  as
     independent contractor for a term commencing on November 15,
     1994,  and  to continue for a period of one year.

          Notwithstanding any other provision of this Agreement,
     if  Consultant breaches any of its provisions, Electrosource
     may terminate this Agreement immediately upon written notice
     to Consultant.

           Upon termination of this Agreement in accordance  with
     any   of   its  provisions,  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 financial advising  and  fund
     raising.  Consultant shall not, during the term of this Agreement,
     accept any other engagement as consultant, 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
     and/or production.  Consultant shall be reasonably available on an 
     on-call, as-needed basis at least four (4) days per month to perform
     such advising and consulting duties as may be assigned from time to  
     time by Electrosource.  Such consulting services shall  be  provided
     either at the offices of Electrosource or Consultant, or at such other 
     locations as the parties may agree.

           Specific duties shall include, but not be limited  to,
     serving the particular needs of the President/CEO and others designated 
     by him in areas of (i)  Global strategic  planning;  (ii) Financial  
     structuring  and  fund raising; and (iii) Global business operations and
     construction.

     3.    Compensation.  As full compensation for  the  services
     which  Consultant  may render to Electrosource  under  this
     Agreement, Electrosource shall pay to Consultant a  retainer
     of $6,000 per month to be utilized at $1,500 per day and one
     and  one-half percent (1-1/2 %) of funds raised under this
     Agreement.   Additional time over four days  per  month,  as
     directed  by  Electrosource, shall be billed at  $1,000  per
     day.

     4.   Expenses.  Electrosource shall reimburse Consultant for
     all  proper and reasonable expenses incurred by him pursuant
     to   Consultant's  consulting  duties.   Such  expenses  may
     include  necessary 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 ten (10) 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.

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

           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; and classification guidance will be provided by 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  work   of
     authorship,  whether or not patentable, which is  conceived,
     developed, written, or reduced to practice by Consultant  in
     performing  the requirements of 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.

     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.

          Consultant shall advise Electrosource's Vice President,
     Finance,  Law  and  Administration of all clients under similar 
     agreement to him within five (5)  days after execution of this 
     Agreement.  Consultant shall not contract for additional clients
     without first having notified Electrosource in writing.

           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 a regular 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  James M. Rosel, Vice President, Electrosource,
     Inc.,  3800-B Drossett Drive, Austin, TX  78744-1131, or  to
     such  other  place or places as Electrosource by  notice  in
     writing  shall  specify.  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  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.                RICHARD C. BAKER dba
                                     TALBOT MANAGEMENT SERVICES

By:         /S/                    By:      /S/
   James  M. Rosel, Vice President    Richard C. Baker

Date:  October 27, 1994            Date:  October 27, 1994

                                   SOCIAL SECURITY NUMBER OR
                                   FEDERAL IDENTIFICATION NUMBER:

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