EXHIBIT 10.113
           SEPARATION, RELEASE AND INDEMNITY AGREEMENT
                                
      This  Separation,  Release  and Indemnity  Agreement  (this
"Agreement")  is  made  as of the dates  executed  below,  to  be
effective  eight (8) working days after notarized  signatures  as
provided  below,  and is made by and between Electrosource,  Inc.
("Electrosource)  or  "the Corporation"), a Delaware  corporation
with  its  principal offices at 3800 "B" Drossett Drive,  Austin,
Texas  78744-1131,  and  Michael L.  Weinstein  ("Weinstein")  an
individual  residing  at 1190 Laurel Loop, NE,  Albuquerque,  New
Mexico  87122.   So  that Electrosource and  Weinstein  may  each
obtain the benefits given under this Agreement, Weinstein on  his
own  behalf,  and  on  behalf  of  his  heirs  and  assigns,  and
Electrosource enter into this Agreement and agree as follows:

1.   RECITALS

      (a)   In  a letter and Clarifying Memorandum dated, October
11,  1994, from Michael G. Semmens, President and Chief Executive
Officer  of  Electrosource to Michael L.  Weinstein  (hereinafter
"the Employment Agreement"), Weinstein was offered and accepted a
position  as Vice President and Special Assistant to the Chairman
of  the  Board  with  responsibilities for  capital  fundraising,
interacting   with   the   Customer   Relations   and   Marketing
Organization  of  Electrosource and performing  other  duties  as
assigned;

      (b)   On  or  about  August 3, 1995, Electrosource  made  a
payment  to  Weinstein in the gross amount of $48,653.85  and  on
August 4, 1995, another payment in the gross amount of $25,926.70
respectively.  Electrosource asserts that all and/or a portion of
these   payments  constituted  advance  severance   payments   of
Electrosource   pursuant  to  Weinstein's   October   11,   1994,
Employment  Agreement  and satisfaction of other  liabilities  or
obligations pursuant to that Employment Agreement while Weinstein
asserts that the monies constitute a bonus;

      (c)   Weinstein's  employment with Electrosource  ended  on
Friday,  September  15,  1995, and, Weinstein  ceased  to  be  an
officer of the corporation and to hold any positions of authority
with the Company effective that date;

     (d)  Electrosource and Weinstein now desire to confirm their
mutual  agreements with respect to the cessation  of  Weinstein's
employment with Electrosource and all positions of authority with
the Company and to resolve all outstanding issues between them;

     (e)  Weinstein has been advised he will be given a period of
time of at least twenty-one (21) days, to review this Separation,
Release  and Indemnity Agreement ("Agreement") prior to executing
it  and  has  been advised by Electrosource to seek legal  advice
from  an  attorney of his choice prior to signature and Weinstein
has in fact secured legal counsel;

     (f)  Weinstein has made a purely voluntary decision to elect
the  benefits  under  this Agreement which are  substantially  in
excess of the payments made to departing employees; and

      (g)   Each  of the parties acknowledges that  each  of  the
agreements  and  obligations  of each  of  the  parties  to  this
Agreement   is   supported  by,  good,  valuable   and   adequate
consideration.

2.   SEPARATION DATE

      (a)   Weinstein's employment as an officer and employee  of
Electrosource  ended  on  September  15,  1995  (the  "Separation
Date"),  and Weinstein has no authority to act on behalf  of  the
Corporation after that date; and

      (b)  Weinstein agrees not to seek employment with nor to be
employed by Electrosource after September 15, 1995, nor shall  he
represent  to  any  party  that he is an  Electrosource  officer,
employee or agent after that date.


3.   RELEASE OF ELECTROSOURCE AND AFFILIATES

      In  accepting the consideration noted in Paragraph 5 below,
Weinstein, on behalf of himself, his heirs and assigns, agrees to
and   hereby   does   release,  acquit  and   forever   discharge
Electrosource  and  its current and former  officers,  directors,
employees,   agents,   shareholders,   subsidiaries,    attorneys
affiliates,   successors   and   assigns   (collectively,    "the
Affiliates")  from  any  and  all claims,  counterclaims,  debts,
liabilities,  demands, actions causes of action, suits,  expenses
and liabilities of every kind and character whether suspected  or
unsuspected,  whether known or unknown, whether now  existing  or
hereinafter  arising, whether arising in tort or in contract,  by
statute  or  by  legislation, or otherwise  express  or  implied,
whether  at  law  or in equity, and whether fixed or  contingent,
which Weinstein ever had or now has or may have or claim to  have
against  any one or more of the Affiliates, jointly and severally
or jointly or severally including without limitation, any and all
claims  and liabilities arising out of or in connection with  his
Employment  Agreement, his employment, the termination  of  an/or
separation from his employment by Electrosource, and any and  all
entitlement to severance pay or other monies including reasonable
attorney fees, expenses or any other equitable or monetary relief
(hereinafter "Claims").  Weinstein hereby promises  not  to  file
any lawsuit against the Electrosource or its Affiliates to assert
any  such Claims.  This release includes, but is not limited  to,
any Claims arising under any employment relations or wage payment
laws,  any Claims arising under any federal, state, or local  law
or  regulation or executive order that prohibit discrimination on
account  of  age, sex, race, color, sexual orientation,  national
origin,   religion,  handicap,  disability  or  veteran   status,
including claims under the Civil Rights Act of 1991 and  the  Age
Discrimination in Employment Act of 1967, as amended, to the date
of  this  Agreement, any Claims arising under  federal  or  state
securities  laws, any wrongful termination Claims at  law  or  in
equity,  in  contract or in tort whether known or unknown.   This
release does not have any effect on (i) statutory indemnification
rights  Weinstein  enjoys as a corporate  officer  under  Section
145(c)  of the General Corporate Law of the State of Delaware  or
(ii) on any future claim Weinstein may have against Electrosource
that is solely with respect to, or that arises solely out of, any
act by the Corporation that takes place after the date of execute
of  this Agreement, including any claim against Electrosource for
breach of its obligation to pay the salary and benefits described
in  Paragraph 5 below.  This release does extend to and  include,
however,  without limitation, any present or future consequences,
damages  or injuries, or Claims with respect thereto, arising  or
that  may arise out of any events that occurred on or before  the
date of execution of this Agreement.

4.   RELEASE OF WEINSTEIN

     In consideration of the promises and representations made by
Weinstein under this Agreement, Electrosource on behalf of itself
and  its  successors and assigns, hereby releases Weinstein  from
any and all known claims, known counterclaims, known debts, known
liabilities,  known  demands,  known  actions,  known  causes  of
action,  known suits, know expenses and known liabilities through
the date of execution of this Agreement.

5.   PAYMENT TO WEINSTEIN

      In  full  consideration of Weinstein signing this Agreement
and  for the promises contained herein, Electrosource, on  behalf
of  itself  and its Affiliates hereby agrees to pay Weinstein  as
follows:

      (a)   No  later than eight (8) working days after Weinstein
and his spouse have executed this Agreement in the presence of  a
notary  provided Weinstein has not exercised in the  interim  his
revocation   rights  under  paragraph  13  of   this   Agreement,
Electrosource, on behalf of itself and its Affiliates  shall  pay
to  Weinstein in one lump sum in certified funds the gross amount
of  FIFTY-SIX  THOUSAND  AND  NO/100  DOLLARS  ($56,000.00)  less
applicable  taxes and withholding resulting in a  net  amount  of
THIRTY-NINE  THOUSAND FIVE HUNDRED AND EIGHT AND  NO/100  DOLLARS
($39,508.00).   All  monies due under  this  Agreement  shall  be
delivered  to  Weinstein's attorneys, Small Craig  &  Werkenthin,
P.C., at 100 Congress Avenue, Suite 1100, Austin, Texas 78701.

      (b)  Until his Separation Date, Weinstein was a participant
in  a  group  life insurance plan of Electrosource.   Weinstein's
group  coverage  terminated September 15, 1995.  Weinstein  shall
have the right, on his timely payment of premiums to convert  his
life  insurance  coverage to a permanent life  individual  policy
pursuant  to  the  terms and time limits of  the  group  policy's
conversion provision.  Electrosource has requested a copy of  the
continuation form and shall forward it to Weinstein on or  before
the  effective  date  of this Agreement.  Weinstein  acknowledges
receipt  of the conversion form(s) and agrees that once received,
completion  and  mailing  of  the appropriate  forms  and  timely
payment of all premium is his sole responsibility.

      (c)  Until his Separation Date, Weinstein was a participant
in   a   group   disability  insurance  plan  of   Electrosource.
Weinstein's  group disability coverage terminated  September  15,
1995, and there is not right of conversion on this policy.

      (d)   Electrosource has paid to Weinstein, sixty (60) hours
of  accrued and unused vacation pay in the gross amount  of  FOUR
THOUSAND  ONE  HUNDRED FIFTY-FIVE AND 91/100 DOLLARS  ($4,155.91)
and final wages for September 10-15, 1995, in the gross amount of
TWO   THOUSAND  SEVEN  HUNDRED  SIXTY-NINE  AND  20/100   DOLLARS
($2,769.20).     Weinstein   acknowledges   and    agrees    that
Electrosource has paid him all vacation pay and final wages  that
he is due.

      (e)  Weinstein was offered and declined the opportunity  to
participate  in the 401(k) Plan of Electrosource  and  its  group
health and dental plans.  Weinstein acknowledges and agrees  that
has  (i) no vested monies in the 401(k) Plan of Electrosource and
(ii)  no  continuation rights to group health or dental  coverage
under Electrosource plans.

       (f)    Pursuant  to  Plan  terms  and  applicable   I.R.S.
regulations,  Weinstein is a participant  in  that  certain  1994
Stock  Option  Plan  of Electrosource, Inc.  ("the  Plan")  dated
November  2,  1994,  attached  hereto  as  Exhibit  A-1,  and  an
Incentive  Stock  Option Agreement dated November  16,  1994  for
75,000  shares  at  a  strike price of  $3.50,  25,000  of  which
Weinstein  has the present right to exercise, attached hereto  as
Exhibit  A-2, and an Incentive Stock Option Agreement  dated  May
31,  1995,  for  11,107 shares at a price  of  $3.375  per  share
attached  hereto as Exhibit A-3 and a Non-Incentive Stock  Option
Agreement also dated May 31, 1995, for 18,891 shares at  a  price
of  $3.375  per share, attached hereto as Exhibit A-4.  Weinstein
has  no present right to exercise the shares in either of the May
31, 1995, options described herein.

      (g)   Electrosource has leased office space  at  3900  Juan
Tabo, N.E., Suite 7, in Albuquerque, New Mexico.  On execution of
an  appropriate  assignment and assumption  and  payment  of  all
leasehold  responsibilities  by  Weinstein,  Electrosource   will
permit  Weinstein to continue to utilize this space at  his  sole
expense from September 16, 1995, forward, provided the lessor  of
the  premises agrees.  Electrosource agrees to work in good faith
to  effect  the  transfer  as  promptly  as  possible  after  the
effective  date of this Agreement.  The telephone number  of  the
space,  (505) 298-1800, shall not be transferred to Weinstein  by
Electrosource.

      (h)  Weinstein has submitted business expense reimbursement
requests in amounts not to exceed $150.00.  Electrosource  agrees
to  reimburse Weinstein for these expenses in accordance with the
Corporation's normal business expense reimbursement practices  no
later than the effective date of this Agreement.

6.   NO OTHER PAYMENTS

      Except  as specifically described in Paragraph 5, Weinstein
shall  not  be  entitled to, and hereby waives  any  Claims  with
respect to, any other salary, bonuses, costs, severance payments,
referral  payments, monies, business expenses, options, property,
benefits,   attorneys'   fees,   vacation   payments   or   other
considerations from Electrosource and/or its Affiliates.

7.   NONASSIGNMENT

       Weinstein  and  his  spouse,  Bonnie  L.  Weinstein,  each
represent and warrant that he or she has not pledged, transferred
or  assigned to any party or otherwise encumbered any Claims each
may  have against Electrosource or its Affiliates, that no  other
person,  organization or entity has any interest  in  any  Claims
settled  hereby, and that Weinstein and Bonnie L. Weinstein  each
has full power and authority to enter into and perform under this
Agreement.

8.   NONADMISSION

     Weinstein acknowledges and agrees that this Agreement is not
and shall not be construed to be an admission by Electrosource of
any violation of any federal, state or local law or regulation or
of  any  duty  owed by any one or more of Electrosource  and  its
Affiliates to Weinstein and that his execution of this  Agreement
is   a  voluntary  act  to  provide  an  amicable  conclusion  to
Weinstein's employment relationship with Electrosource.

9.   CONFIDENTIALITY

      Weinstein  agrees that he will maintain the confidentiality
of  any and all confidential information that he has received  by
virtue of his employment with Electrosource and will refrain from
using  such  information or disclosing it to  anyone  other  than
Electrosource or its designees.  For purposes of this  Agreement,
confidential  information is information which  Electrosource  or
its  Affiliates endeavor to keep confidential, including, without
limitation, employee lists, the terms of contracts and  policies,
marketing  plans,  products  and/or  program  designs,  products,
technology, trade secrets, proprietary and financial information,
and  any information provided by a third party to any one or more
of  Electrosource  or  its Affiliates in  confidence.   Weinstein
agrees  that  on  execution of this Agreement or  otherwise  upon
request of the Electrosource, he will return to Electrosource any
records in his possession containing confidential information  of
Electrosource  or records that are the property of  Electrosource
or of any of its Affiliates.

10.  NO CHARGES

     Weinstein represents that he has not filed any complaints or
charges  against Electrosource or its Affiliates with  the  Equal
Employment Opportunity Commission, the Texas Commission on  Human
Rights,  the New Mexico Commission on Human Rights, or  with  any
other  local,  state or federal agency or court,  that  Weinstein
will not do so at any time hereafter, and that if any such agency
or  court assumes jurisdiction of any complaint or charge against
Electrosource on behalf of Weinstein, he will request such agency
or court to withdraw immediately from the matter.

11.  NONDISCLOSURE

      Weinstein  hereby  agrees that neither  Weinstein  nor  any
person,  organization,  or  entity  acting  on  his  behalf  will
communicate  or  permit to be communicated,  either  directly  or
indirectly,  any  information regarding the  financial  or  other
terms  of  this Agreement except to his counsel, his  accountant,
governmental  agencies, or to any court involved  in  any  action
brought by either party to enforce the terms of this Agreement.

12.  OWBPA COMPLIANCE

      Weinstein acknowledges that he has read and understands all
of  the terms of this Agreement.  Weinstein acknowledges that  he
has  been informed he may have at least twenty-one (21)  days  to
consider  this  Agreement  prior to his  executing  it  and  that
Electrosource has advised Weinstein to consult with  an  attorney
of  his  choice  prior  to executing this  Agreement.   Weinstein
acknowledges  that he signs this Agreement in  exchange  for  the
consideration to be given to him which Weinstein acknowledges  is
adequate and satisfactory, and that neither Electrosource nor any
of  its  Affiliates  have made any representations  to  Weinstein
concerning  the  terms  or effects of this Agreement  other  than
those  contained  in this Agreement.  Weinstein acknowledges  and
agrees  that  if he signs this Agreement prior to the  twenty-one
(21)  day period he has freely and voluntarily waived his  rights
under O.W.B.P.A. for the longer time period stated above.

13.  REVOCATION

      Weinstein may revoke this Agreement within seven  (7)  days
after  he  signs it, and this Agreement shall be of no  force  or
effect  with  respect to either Electrosource or Weinstein  until
this seven (7) day period has expired.  Any revocation must be in
writing,  signed  by Weinstein and received by  Electrosource  by
5:00 p.m. on the seventh day after this Agreement has been signed
by  Weinstein to be effective.  Such revocation must be  sent  by
certified  mail as provided by paragraph 22 or hand-delivered  to
the same address as the address to which this Agreement is to  be
sent or delivered, which address is:

          Electrosource, Inc.
          ATTN:  Mr. James Rosel, General Counsel
          3800 "B" Drossett Drive
          Austin, TX  78744-1131

14.  CORPORATION RECORDS, FILES, AND OTHER ASSETS

      Weinstein agrees to leave with, and promptly turn over  to,
the  Corporation at its offices in Travis County, Texas, any  and
all  records (including financial and client records),  books  of
account, client files and materials, computer files, keys, credit
cards  beepers, portable phones, furniture, fixtures,  equipment,
and  other  assets of the Corporation now in the  possession  and
control of Weinstein; provided, however, that Weinstein shall  be
entitled  to  keep  and retain his personal letters,  files,  and
records maintained by Weinstein as an employee and officer of the
Corporation.  If Aaron Rents agrees, and upon appropriate payment
and  execution of all documents, Weinstein may continue  to  rent
the  office  furniture in the lease space described in  paragraph
5(g) at his sole expense from September 16, 1995, forward.

15   OTHER REPRESENTATIONS

      (a)   Weinstein agrees that the Corporation shall have  the
right,  from time to time, to communicate the fact of Weinstein's
separation   from  employment  with  the  Corporation   to   such
employees,  clients,  and other persons,  and  in  such  truthful
manner   as   the  Corporation  in  its  sole  discretion   deems
appropriate; and

      (b)   The Corporation agrees that Weinstein shall have  the
right,  from time to time, to communicate the fact of Weinstein's
separation from employment with the Corporation in such  truthful
manner as Weinstein in his sole discretion deems appropriate.

16.  SPOUSE'S SIGNATURE

       This  Agreement  has  been  executed  below  y  Bonnie  L.
Weinstein,  the  spouse of Weinstein, in order  to  evidence  her
consent to and joinder in the execution and delivery by Weinstein
of  this Agreement, and by so executing this Agreement, she shall
be  bound  to  all  of  the terms hereof to  the  extent  of  any
interest,  community  or otherwise, in any  of  the  property  or
assets  of Weinstein, including, without limitation, the  payment
described in paragraph 5(a).

17.  SEVERABILITY

      If  any  provision  of this Agreement, or  the  application
thereof to any party or under any circumstances, shall be invalid
or  unenforceable to any extent, the remainder of this  Agreement
and  the  application  of  such provision  to  other  persons  or
circumstances shall not be affected thereby and shall be enforced
to the greatest extent permitted by law.

18.  COMPLETE AGREEMENT

     This Agreement, together with attached Exhibits A-1, A-2, A-
3,  and  A-4  contains the entire Agreement of the  parties  with
respect  to  the subject matter hereof, supersede  any  prior  or
contemporaneous  discussions and agreements and may  be  modified
only by a written instrument duly executed by all parties hereto.
Weinstein  has  carefully  read and  fully  understands  all  the
provisions  of this Agreement and acknowledges that  he  has  not
relied  upon any representations or statement, written  or  oral,
not set forth in this Agreement.

19.  GOVERNING LAW

      It is understood and agreed that this Agreement is made and
entered  into  in  the State of Texas and shall be  governed  by,
construed  and  enforced in accordance with, ad subject  to,  the
laws  of  the State of Texas and is performable in Travis County,
Texas.   The  parties  agree that any  actions  to  enforce  this
Agreement   or   relating  to  Weinstein's  employment   or   the
termination  of  such  employment  with  Electrosource  shall  be
brought in Travis County, Texas.

20.  ATTORNEYS' FEES

      In the event of any suit, action, or proceeding between the
parties  with  respect  to  this  Agreement,  including,  without
limitation,  any  suit to enforce, interpret,  or  construe  this
Agreement  or  seeking of declaration of rights  and/or  remedies
available  hereunder  or  damages  for  the  breach  hereof,  the
prevailing party or parties in any such action shall be  entitled
to  recover  from the non prevailing party or parties  reasonable
attorneys' fees, expenses, and court costs.

21.  NOTICES

      All  notices required or permitted to be given  under  this
Agreement  shall  be given in writing and shall be  deemed  given
upon  the  first  to occur on either (a) actual delivery  to  the
party  charged  with such notice, or (b) deposit  in  the  United
States  mail,  certified mail, return receipt requested,  postage
prepaid,  in  an  envelope or of the container addressed  to  the
party charged with such notice at the address for such party  set
forth below:

          Corporation:        Electrosource, Inc.
                              3800 "B" Drossett Drive
                              Austin, TX  78744-1131
                              Attention:  James Rosel

          Weinstein:          1190 Laurel Loop, NE
                              Albuquerque, New Mexico  87122

22.  BINDING EFFECT

      This  Agreement shall be binding upon Weinstein, Bonnie  L.
Weinstein,  and each of their respective heirs, and  assigns  and
Electrosource and its assigns.

23.  COUNTERPARTS

      This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.

24.  REPRESENTATIONS

      The  representations,  warranties, and  agreements  of  the
parties  contained in this Agreement shall survive the  execution
of  this  Agreement  and  the consummation  of  the  transactions
contemplated hereby.


      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement  on  the dates stated below in 1995, consisting  of  17
pages  and  Exhibits A-1, A-2, A-3, and A-4, to be effective  the
eighth working day after Weinstein has executed this Agreement in
the  presence  of  a  notary, provided he  has  not  revoked  his
acceptance in the interim, as provided in paragraph 13.

                         ACKNOWLEDGMENT
                                
      I  hereby verify that the foregoing Separation, Release and
Indemnity  Agreement  is  true and correct  to  the  best  of  my
knowledge.
                                   ELECTROSOURCE, INC.

                              By:            /s/
                                   MICHAEL G. SEMMENS as
                                   CHIEF EXECUTIVE OFFICER AND
                                   AND CHAIRMAN OF THE BOARD
THE STATE OF TEXAS

COUNTY OF TRAVIS

       BEFORE  ME,  the  undersigned  Notary  Public,  personally
appeared  MICHAEL  G.  SEMMENS, as Chief  Executive  Officer  and
Chairman of the Board of Electrosource, Inc., known to me  to  be
the  person  whose name is subscribed to the foregoing instrument
and  acknowledged to me that he executed the instrument  for  the
purposes  and consideration therein expressed; that  he  executed
the  instrument  as  his free and voluntary act  and  deed  after
reading it fully and having conferred with his attorney; that the
instrument  was executed by him without any threat, force,  fraud
or  duress;  and  that MICHAEL G. SEMMENS, at  the  time  of  the
execution  of  this Separation, Release and Indemnity  Agreement,
was  completely  sober,  sane and capable  of  understanding  the
character  of his acts and deeds and was in complete  control  of
his  faculties  and  capable  of executing  this  instrument  and
understanding the significance of his acts.

      Given  under my hand and seal of office this  22nd  day  of
September, 1995
                                                   /s/
                                   NOTARY PUBLIC, STATE OF TEXAS

                                   Audrey T. Dearing
                                   (Printed name of notary)

                                   8/31/1996
                                   Date commission expires

                         ACKNOWLEDGMENT
                                
      I  hereby verify that the foregoing Separation, Release and
Indemnity  Agreement  is  true and correct  to  the  best  of  my
knowledge.

                                   MICHAEL L. WEINSTEIN
                              By:            /s/
                                   MICHAEL L. WEINSTEIN

THE STATE OF NEW MEXICO

COUNTY OF BERNALILLO

       BEFORE  ME,  the  undersigned  Notary  Public,  personally
appeared MICHAEL L. WEINSTEIN, known to me to be the person whose
name  is  subscribed to the foregoing instrument and acknowledged
to  me  that  he  executed the instrument for  the  purposes  and
consideration therein expressed; that he executed the  instrument
as his free and voluntary act and deed after reading it fully and
having  conferred  with  his attorney; that  the  instrument  was
executed  by him without any threat, force, fraud or duress;  and
that  MICHAEL L. WEINSTEIN, at the time of the execution of  this
Separation,  Release  and  Indemnity  Agreement,  was  completely
sober,  sane  and capable of understanding the character  of  his
acts  and deeds and was in complete control of his faculties  and
capable  of  executing  this  instrument  and  understanding  the
significance of his acts.

      Given  under  my hand and seal of office  this  23  day  of
September, 1995

                                              /s/
                              NOTARY PUBLIC, STATE OF NEW MEXICO

                              Myra Jordan
                              (Printed name of notary)

                              June 30, 1999
                              Date commission expires

                         ACKNOWLEDGMENT
                                
      I  hereby verify that the foregoing Separation, Release and
Indemnity  Agreement  is  true and correct  to  the  best  of  my
knowledge.
                                   BONNIE L. WEINSTEIN

                              By:            /s/
                                   BONNIE L. WEINSTEIN


THE STATE OF NEW MEXICO

COUNTY OF BERNALILLO

       BEFORE  ME,  the  undersigned  Notary  Public,  personally
appeared BONNIE L. WEINSTEIN, known to me to be the person  whose
name  is  subscribed to the foregoing instrument and acknowledged
to  me  that  she  executed the instrument for the  purposes  and
consideration therein expressed; that she executed the instrument
as her free and voluntary act and deed after reading it fully and
having  conferred  with  her attorney; that  the  instrument  was
executed  by her without any threat, force, fraud or duress;  and
that  BONNIE L. WEINSTEIN, at the time of the execution  of  this
Separation,  Release  and  Indemnity  Agreement,  was  completely
sober,  sane  and capable of understanding the character  of  her
acts  and deeds and was in complete control of her faculties  and
capable  of  executing  this  instrument  and  understanding  the
significance of her acts.

      Given  under  my hand and seal of office  this  23  day  of
September, 1995

                                              /s/
                              NOTARY PUBLIC, STATE OF NEW MEXICO

                              Myra Jordan
                              (Printed name of notary)

                              June 30, 1999
                              Date commission expires