OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT
                    Electrosource, Inc./Buyer
                                                                 
                                                  October 10, 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 SECURITIES SUBSCRIPTION AGREEMENT (hereinafter
the  "Agreement")  has  been  executed  by  the  undersigned   in
connection  with  the  sale of certain  shares  of  common  stock
(hereinafter the "Shares") of Electrosource, Inc. (ELSI), 3800  B
Drossett Drive, Austin, Texas, 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:

                            Section 1
                                
              AGREEMENT TO SUBSCRIBE PURCHASE PRICE
                                
           1.1   Buyer hereby subscribes for [written  amount  of
     shares] (#) Shares of (ELSI) common stock at ($___) U.S. per
     share  for  an  aggregate purchase price of [written  dollar
     amount] ($) U.S. payable in United States Dollars.
     
           1.2   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 Shares.
     
           1.3   This  Agreement has been executed in  connection
     with  an  offering (the "Offering") by Seller of its  common
     stock  (including  the  Shares)  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.
     
                            Section 2
                                
                     BUYER'S REPRESENTATIONS
                                
       Buyer represents and warrants to Seller as follows:
                                
           2.1   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;
     
          2.2  At the time the buy order for this transaction was
     originated, Buyer was outside the United States;
     
           2.3   No offer to purchase the Shares was made in  the
     United States;
     
           2.4  Buyer is either (a) purchasing the Shares 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  A
     hereto;
     
          2.5  All subsequent offers and sales of 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 Shares 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 shares to U.S. Persons or with  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");
     
          2.6  Buyer agrees that it has not entered into and will
     not  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  Restricted Period, it will keep its purchase  of
     the  Shares  confidential, except as  required  by  law  and
     except  as  necessary  in  the ordinary  course  of  Buyer's
     business;
     
           2.7   Buyer  understands that  the  Shares  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;
     
           2.8   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;
     
           2.9   Any offering documents received by Buyer include
     statements  to  the  effect that the Shares  have  not  been
     registered  under the Securities Act and may not be  offered
     or  sold in the United States or to U.S. Persons during  the
     Restricted Period;
     
           2.10  Buyer,  in making the decision to  purchase  the
     Shares   subscribed   for,  has  relied   upon   independent
     investigations  made  by  it  and  has  not  relied  on  any
     information or representations made by third parties;
     
           2.11  In the event of resale of 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 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
     
           2.12  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.
     
                            Section 3
                                
                    SELLER'S REPRESENTATIONS
                                
       Seller represents and warrants to Buyer as follows:
                                
           3.1   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;
     
          3.2  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, all Forms 10-Q  and  8K
     filed  thereafter, and the use of process and risk  factors,
     prepared by Seller, which are attached hereto as Exhibit B;
     
          3.3  Seller has not offered the Shares to any person in
     the  United States, any identifiable group of U.S.  citizens
     abroad, or to any U.S. Person;
     
           3.4   At the time the buy order was originated, Seller
     and/or its agents reasonably believed Buyer was outside  the
     United States and was not a U.S. Person;
     
           3.5   Seller and/or its agents reasonably believe that
     the sale of the Shares has not been prearranged with a Buyer
     in the United States.
     
           3.6   Seller  has not conducted any "directed  selling
     efforts" with respect to the Shares 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;
     
           3.7  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 Shares;
     
           3.8   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;
     
           3.9  The execution and delivery of this Agreement  and
     the  consummation  of the issuance of  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;
     
          3.10 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  Shares  as
     contemplated by this Agreement;
     
           3.11  Seller will instruct its transfer agent to issue
     one  or  more  share  certificates representing  the  Shares
     without restrictive legend in the name of Buyer and in  such
     denominations  to  be specified by Buyer prior  to  closing.
     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 Shares  shall
     otherwise be freely transferable on the books and records of
     Seller.   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 Shares;
     
          3.12 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  Shares  in
     accordance   with  applicable  securities  laws   and   this
     Agreement; and
     
           3.13 Seller will comply with all applicable securities
     laws  with respect to the sale of 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.
     
                            Section 4
                                
                             CLOSING
                                
          4.1  Share certificates shall be delivered to Buyer and
     the   funds  therefor  shall  be  delivered  to  Seller   on
     ________________ or at such time to be mutually agreed.
     
                            Section 5
                                
                      CONDITIONS TO CLOSING
                                
          5.1  Buyer understands that Seller's obligation to sell
     the  Shares  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.
     
           5.2   Seller  understands that Buyer's  obligation  to
     purchase   the  Shares  is  conditioned  upon  delivery   of
     certificate(s) representing shares of common  stock  without
     restrictive legend as described herein and provision  of  an
     opinion  of counsel confirming the matters et out in Section
     3.1, 3.7, 3.8, 3.9, and 3.10 above.
     
                            Section 6
                                
                  GOVERNING LAW; INTERPRETATION
                                
            6.1    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.


Michael G. Semmens
President

                      SUBSCRIPTION REGISTER

      Purchaser                   No. Shares          Amount
      
St. Andrews Investors Intl.         770,357        $1,000,000.42
Caledonian House P.O.Box 1043
Georgetown, Grand Cayman
Cayman Islands
      
      
Concord Capital Corporation Ltd.    400,000           519,240.00
Suite 194, 48 Par-la-ville Road
Hamilton HM 11, Bermuda