OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT
                    Electrosource, Inc./Buyer
                                
                                                 November _, 1995
                                                                 
THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN  AND  WILL  NOT  BE
REGISTERED  UNDER THE UNITED STATES SECURITIES ACT  OF  1933,  AS
AMENDED,  AND  THE  RULES AND REGULATIONS PROMULGATED  THEREUNDER
(THE  "1933  ACT"),  AND MAY NOT BE OFFERED OR  SOLD  WITHIN  THE
UNITED STATES (AS DEFINED IN REGULATION S OF THE 1933 ACT) OR TO,
OR  FOR  THE  ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED  IN
REGULATION  S  OF  THE 1933 ACT) EXCEPT PURSUANT TO  REGISTRATION
UNDER  OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF  THE
1933 ACT.

      THIS OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT
(hereinafter   the  "Agreement")  has  been   executed   by   the
undersigned in connection with the sale of Convertible Debentures
(hereinafter the "Debentures"), convertible into shares of common
stock  (hereinafter the "Shares") of Electrosource, Inc.  (ELSI),
3800  B  Drossett  Drive,  Austin, Texas,  78744,  a  corporation
organized  under the laws of Delaware (hereinafter  "Seller")  to
[Buyer],  located  [Address], a corporation organized  under  the
laws  of  [area of incorporation] (hereinafter "Buyer").   Seller
and  Buyer  (hereinafter collectively the "parties") each  hereby
represents, warrants and agrees as follows:

                                
     1.   AGREEMENT TO SUBSCRIBE; PURCHASE PRICE
                                
           (i)   Buyer hereby subscribes for [written  amount  of
     dollars]   (#)   U.S.   principal  amount   of   Debentures,
     convertible  into shares of ELSI common stock in  accordance
     with  the  terms set forth in the form of Debenture attached
     as Exhibit A to this Agreement.
     
           (ii)  Buyer shall pay the purchase price by delivering
     same  day funds in United States Dollars to an escrow  agent
     or  as otherwise agreed between the parties, to be delivered
     to the order of Seller upon Delivery of the Debentures.
     
            (iii)       This  Agreement  has  been  executed   in
     connection  with an offering (the "Offering") by  Seller  of
     the  Debentures  pursuant to Regulation S  ("Regulation  S")
     promulgated  under the Securities Act of  1933,  as  amended
     (the  "Securities Act").  Buyer will be notified of the date
     of the conclusion of the Offering.
     
                                
     2.   BUYER'S REPRESENTATIONS
                                
          Buyer represents and warrants to Seller as follows:
                                
                (i)   Buyer is not a "U.S. Person" as defined  by
          Rule  902 of Regulation S, was not organized under  the
          laws  of any U.S. jurisdiction, and was not formed  for
          the  purpose of investing in securities not  registered
          under the Securities Act;
          
                 (ii)  At  the  time  the  buy  order  for   this
          transaction  was  originated,  Buyer  was  outside  the
          United States;
          
                (iii)     No offer to purchase the Debentures was
          made in the United States;
          
               (iv) Buyer is either (a) purchasing the Debentures
          for  its  own account for investment purposes  and  not
          with  a  view  towards distribution, or (b)  acting  as
          agent for a principal that has made the representations
          contained in Exhibit B hereto;
          
                (v)   All  subsequent offers  and  sales  of  the
          Debentures  or the Shares will be made (a) outside  the
          United  States in compliance with Rule 903 or Rule  904
          of  Regulation S, (b) pursuant to registration  of  the
          Debentures  or  the  Shares,  respectively,  under  the
          Securities  Act, or (c) pursuant to an  exemption  from
          such registration.  Buyer understands the conditions of
          the  exemption  from registration afforded  by  Section
          4(1)  of the Securities Act and acknowledges that there
          can  be  no assurance that it will be able to  rely  on
          such exemption.  In any case, Buyer will not resell the
          Debentures or the Shares to U.S. Persons or within  the
          United States until after the end of the forty (40) day
          period  commencing  on the date of  completion  of  the
          Offering (as defined above) (the "Restricted Period");
          
                (vi)  Buyer  agrees not to enter into  any  short
          sales with respect to the common stock of Seller at any
          time after the execution of this Agreement by Buyer and
          prior  to  the  expiration of  the  Restricted  Period.
          Buyer  further  agrees that, at  all  times  after  the
          execution of this Agreement by Buyer and prior  to  the
          expiration of the Restricted Period, it will  keep  its
          purchase  of  the  Debentures confidential,  except  as
          required by law and except as necessary in the ordinary
          course of Buyer's business;
          
                (vii)      Buyer understands that the  Debentures
          are  being  offered  and sold  to  it  in  reliance  on
          specific  provisions  of federal and  state  securities
          laws  and  that  Seller is relying upon the  truth  and
          accuracy    of    the   representations,    warranties,
          agreements, acknowledgments and understandings of Buyer
          set   forth   herein   in  order   to   determine   the
          applicability  of such provisions.  Accordingly,  Buyer
          agrees to notify Seller of any events which would cause
          the  representations  and warranties  of  Buyer  to  be
          untrue  or breached at any time after the execution  of
          this Agreement by Buyer and prior to the expiration  of
          the Restricted Period;
          
               (viii)    This Agreement has been duly authorized,
          validly executed, and delivered on behalf of Buyer  and
          is   a  valid  and  binding  agreement  enforceable  in
          accordance   with   its  terms,  subject   to   general
          principles  of equity and to bankruptcy or  other  laws
          affecting   the   enforcement  of   creditors'   rights
          generally;
          
                (ix)  Any  offering documents received  by  Buyer
          include  statements  to  the effect  that  neither  the
          Debentures  nor  the Shares have been registered  under
          the  Securities  Act  and such securities  may  not  be
          offered or sold in the United States or to U.S. Persons
          during the Restricted Period;
          
               (x)  Buyer, in making the decision to purchase the
          Debentures  subscribed for, has relied upon independent
          investigations  made by it and has not  relied  on  any
          information or representations made by third parties;
          
                (xi) In the event of resale of the Debentures  or
          the  Shares  during the Restricted Period, Buyer  shall
          provide a written confirmation or other written  notice
          to  any  distributor,  dealer, or  person  receiving  a
          selling  concession,  fee,  or  other  remuneration  in
          respect  of  the Debentures or the Shares stating  that
          such  purchaser is subject to the same restrictions  on
          offers  and  sales  that apply to the undersigned,  and
          shall  require  that any such purchaser  shall  provide
          such  written confirmation or other notice upon  resale
          during the Restricted Period; and
          
                (xii)      Buyer  has not taken any  action  that
          would  cause  Seller to be subject  to  any  claim  for
          commission or other fee or remuneration by any  broker,
          finder,  or  other person and Buyer hereby  indemnifies
          Seller against any such claim caused by the actions  of
          Buyer or any of its employees or agents.
          
     3.   SELLER'S REPRESENTATIONS
                                
          Seller represents and warrants to Buyer as follows:
                                
                 (i)   Seller  is  a  "Domestic  Issuer"  and   a
          "Reporting Issuer," as such terms are defined  by  Rule
          902  of Regulation S.  Seller has registered its common
          stock   pursuant  to  Section  12(b)  or  (g)  of   the
          Securities  Exchange  Act  of  1934,  as  amended  (the
          "Exchange  Act"),  is  in  full  compliance  with   all
          reporting requirements of either Section 13(a) or 15(d)
          of  the  Exchange Act, and Seller's common stock trades
          on the NASDAQ Small Cap Market;
          
                (ii)  Seller has furnished Buyer with  copies  of
          Seller's  most  recent Annual Report on its  Form  10-K
          filed  with the Securities and Exchange Commission  and
          all Forms 10-Q and 8K filed thereafter;
          
               (iii)     Seller has not offered the Debentures to
          any person in the United States, any identifiable group
          of U.S. citizens abroad, or to any U.S. Person;
          
                (iv)  At  the time the buy order was  originated,
          Seller reasonably believed Buyer was outside the United
          States and was not a U.S. Person;
          
                (v)  Seller reasonably believes that the sale  of
          Debentures has not been prearranged with a Buyer in the
          United States.
          
                (vi)  Seller  has  not  conducted  any  "directed
          selling efforts" with respect to the Debentures nor has
          Seller conducted any general solicitation (as that term
          is  used in Regulation D under the Securities Act) with
          respect to any of its securities;
          
                (vii)      The  Debentures and  the  Shares  when
          issued   and   delivered  will  be  duly  and   validly
          authorized and issued, fully-paid and nonassessable and
          will  not  subject  the  holders  thereof  to  personal
          liability  by reason of being such holders.  There  are
          no  preemptive rights of any shareholder of Seller with
          respect to the Debentures or the Shares;
          
               (viii)    This Agreement has been duly authorized,
          validly executed and delivered on behalf of Seller  and
          is a valid and binding agreement in accordance with its
          terms,  subject to general principles of equity and  to
          bankruptcy  or other laws affecting the enforcement  of
          creditors' rights generally;
          
                (ix) The execution and delivery of this Agreement
          and  the consummation of the issuance of the Debentures
          and  the  Shares  and the transactions contemplated  by
          this  Agreement  do not and will not conflict  with  or
          result  in  a breach by Seller of any of the  terms  or
          provisions  of,  or  constitute a  default  under,  the
          articles of incorporation or bylaws of Seller,  or  any
          indenture,  mortgage, deed of trust or  other  material
          agreement or instrument to which Seller is a  party  or
          by  which  it  or any of its properties or  assets  are
          bound,  or any existing applicable decree, judgment  or
          order  of any court, Federal or State regulatory  body,
          administrative agency or other governmental body having
          jurisdiction  over Seller or any of its  properties  or
          assets;
          
                (x)   Seller  is  not aware of any authorization,
          approval  or consent of any governmental body which  is
          legally  required  for the issuance  and  sale  of  the
          Debentures as contemplated by this Agreement;
          
                (xi)  Seller  will issue one or more certificates
          representing the Debentures in the name of Buyer and in
          such  denominations to be specified by Buyer  prior  to
          closing.   Upon  conversion of the  Debentures,  Seller
          will   issue  one  or  more  certificates  representing
          theShares  in  the name of Buyer without a  restrictive
          legend  and  in such denominations to be  specified  by
          Buyer   prior  to conversion.  Seller further  warrants
          that no instructions other than these instructions, and
          instructions for a "stop transfer" until the end of the
          Restricted  Period,  have been given  to  the  transfer
          agent  and  also warrants that the Debentures  and  the
          Shares  shall otherwise be freely transferable  by  the
          Buyer  on  the books and records of Seller  subject  to
          compliance  with  Federal and  State  securities  laws.
          Seller  will notify the transfer agent of the  date  of
          completion  of  the  Offering  and  of  the   date   of
          expiration of the Restricted Period.  Nothing  in  this
          section shall affect in any way Buyer's obligations and
          agreement to comply with all applicable securities laws
          upon resale of the Debentures or the Shares;
          
               (xii)     Seller has taken and will take no action
          that  will  affect  in  any  way  the  running  of  the
          Restricted  Period or the ability of  Buyer  to  freely
          resell the Debentures or the Shares in accordance  with
          applicable securities laws and this Agreement; and
          
                (xiii)     Seller will comply with all applicable
          securities  laws  with  respect  to  the  sale  of  the
          Debentures and the Shares, including but not limited to
          the  filing  of  all reports required to  be  filed  in
          connection  therewith with the Securities and  Exchange
          Commission  or any stock exchange or the  NASDAQ  stock
          market or any other regulatory authority.
          
     4.    CLOSING.  Debenture certificates shall be delivered to
     Buyer and the funds therefor shall be delivered to Seller on
     Friday,  November  3, 1995 or at such time  to  be  mutually
     agreed.
     
     5.   CONDITIONS TO CLOSING.
                                
               (i)  Buyer understands that Seller's obligation to
          sell  the Debentures is conditioned upon delivery  into
          escrow  or otherwise as agreed between Buyer and Seller
          by Buyer of the amount set forth in Section 1 hereof.
          
               (ii) Seller understands that Buyer's obligation to
          purchase the Debentures is conditioned upon delivery of
          certificate(s)  representing  Debentures  as  described
          herein   and   provision  of  an  opinion  of   counsel
          confirming  the matters et out in Section 3(i),  (vii),
          (viii), (ix), and (x) above.
          
     6.   GOVERNING LAW; INTERPRETATION.  This Agreement shall be
     governed by and interpreted in accordance with the  laws  of
     the  State  of  New  York.   Facsimile  signatures  of  this
     Agreement shall be binding on all parties hereto.  All terms
     used  herein  that  are defined in Regulation  S  under  the
     Securities Act shall have the meanings set forth therein.
     

      IN WITNESS WHEREOF, this Agreement was duly executed on the
date first written above.


Official Signatory of Buyer:


Official Signatory of Seller:
Electrosource, Inc.