This  Consulting  Agreement (the "Agreement"),  effective  as  of
September  1,  1995 is entered into by and between ELECTROSOURCE,
INC,  Delaware corporation (herein referred to as the  "Company")
corporation (herein referred to as the "Consultant")


     WHEREAS,  Company  is a publicly held corporation  with  its
common stock traded on the NASDAQ; and

     WHEREAS,  Consultant has experience in the area of corporate
finance,  investor  communications  and  financial  and  investor
public relations; and

     WHEREAS,   Company  desires  to  engage  the   services   of
Consultant  to  assist  and consult to  the  Company  in  matters
concerning  corporate  finance and to represent  the  company  in
investors'  communications  and public  relations  with  existing
shareholders   and   brokers,  dealers   and   other   investment
professionals   as   to  the  Company's  current   and   proposed

     NOW  THEREFORE,  in consideration of the  promises  and  the
mutual  covenants  and  agreements  hereinafter  set  forth,  the
parties hereto covenant and agree as follows:

1.    Term  of Consultancy.  Company hereby agrees to retain  the
Consultant  to act in a consulting capacity to the  Company,  and
the  Consultant hereby agrees to provide services to the Company,
for  a term of twenty-four (24) months commencing on the date  of
the Agreement and ending on August 31, 1997.

2.    Duties of Consultant.  The Consultant agrees to provide the
following specified consulting servies through it's officers  and
employees during the term specified in Section 1.:

   (a)   Advise  and  assist  the  Company  in  developing   and
implementing  appropriate plans and materials for presenting  the
Company  and  its business plans, strategy and personnel  to  the
financial community, establishing an image for the Company in the
financial  community, and creating the foundation for  subsequent
financial public relations efforts;
   (b)   Introduce the Company to the financial community;
   (c)   With the cooperation of the Company, maintain an awareness 
during the term of this Agreement of the Company's plans, strategy 
and personnel, as they may evolve during such period, and advise 
and assist the Company in  communicating appropriate information 
regarding  such  plans, strategy and personnel to the financial community;
   (d)   Assist  and advise the Company with respect to  its  (i)
corporate  finance  activities,  (ii)  stockholder  and  investor
relations,  (iii) relations with brokers, dealers,  analysts  and
other   investment  professionals,  and  (iv)  financial   public
relations generally;
   (e)    Perform the functions generally assigned to investor/stockholder  
relations and public relations  departments in  major  corporations, 
including responding  to  telephone  and written inquiries (which may 
be referred to the Consultant by the Company);  preparing  or reviewing 
press releases, reports and other communications with or to shareholders, 
the investment community and the general public; advising with respect  
to the timing, form, distribution and other matters related to such
releases, reports and communications; and consulting with respect
to corporate symbols, logos, names, the presentation of such symbols, 
logos and names, and other matters relating to corporate image;
   (f)    Disseminate information regarding the company to shareholders,
brokers, dealers, other investment community professionals and the 
general investment public; 
   (g)    Conduct meetings, in person or by telephone, with brokers, 
dealers, analysts and other investment professionals to advise them of  
the Company's plans, goals and activities, and assist the Company in 
preparing for press conferences and other forums involving the media, 
investment community professionals and the general investment public;
   (h)    At the Company's request, review business plans, strategies, 
mission statements budgets, proposed transactions and other plans for  
the purpose of advising the Company of the investment community implications 
   (i)    Otherwise  perform as the Company's financial  relations and public 
relations consultant; and, 
   (j)   Make public communications and disclosures regarding the
Company only within the scope of the authorizations conferred  by
the  Company  and not make any such communications or disclosures
of information not provided or authorized by the Company.

3.    Allocation  of  Time and Energies.  The  Consultant  hereby
promises  to  perform  and  discharge  well  and  faithfully  the
responsibilities  which may be assigned to  the  Consultant  from
time  to time by the officers and duly authorized representatives
of  the  Company in connection with the conduct of its  financial
and  investor public relations and communications activities,  so
long  as  such  activities  are  in  compliance  with  applicable
securities laws and regulations.  Consultant shall diligently and
thoroughly  provide  the consulting services required  hereunder.
Although  no specific hours-per-day requirement will be required,
Consultant and the Company agree that Consultant will perform the
duties  set  forth  hereinabove in a  diligent  and  professional
manner.   At  the  request of the company,  the  Consultant  will
inform  the  Company  of its specific activities  concerning  the
Company.    The   parties   acknowledge   and   agree   that    a
disproportionately large amount of the effort to be expneded  and
the costs to be incurred by the Consulant and the benefits to  be
received  by  the Company are expected to occur upon and  shortly
after,  and  in  any eventt, within four or five  months  of  the
effectiveness of this Agreement.  Accordingly, the Company agrees
that  delayed  installments  provided  in  paragraph  4  of  this
Agreement are part of the total consideration due hereunder,  are
not specifically allocated to the periods in which they are to be
paid,  and  shall  be  immediately  due  and  payable  upon   the
occurrence of any default by the Company under this Agreement  or
any  termination of this Agreement by either party not based upon
a breach of this Agreement by the Consultant.  The Company agrees
that such acceleration is not a penalty but is solely intended to
compensate Consultant fairly for its services, costs and expenses

       4.  Remuneration.  As full and complete  compensation  for
 services   described  in  this  Agreement,  the  Company   shall
 compensate Consultant as follows:

     4.1  For undertaking, this engagement and for other good and
     valuable  consideration, the Company  agrees  to  issue  and
     deliver to the Consultant a "Commencement Bonus" payable  in
     the form of 1,360,000 unregistered, restricted shares of the
     Company's   Common   Stock  (the  "Common   Stock").    This
     Commencement  Bonus  shall  be  issued  to  the   Consultant
     promptly  following execution of this Agreement  and  shall,
     when  issued and delivered to Consultant, be fully paid  and
     non-assessable.   The Company understands  and  agrees  that
     Consultant has foregone significant opportunities to  accept
     this  engagement  and  that the Company derives  substantial
     benefit from the execution of this Agreement and the ability
     to announce its relationship with Consultant.  The 1,360,000
     shares issued as a Commencement Bonus, therefore, constitute
     payment  for Consultant's agreement to represent the company
     and  are a nonrefundable, non-apportionable, and non-ratable
     retainer;  such  shares  are not  a  prepayment  for  future
     services.   In  additional, the Company  shall  pay  to  the
     Consultant 20,000 restricted shares of the Company's  Common
     Stock,  a the end of the fourth, eighth, twelfth, sixteenth,
     twentieth and twenty-fourth months after the effective  date
     of this Agreement, which shares when issued and delivered to
     Consultant, be fully paid and non-assessable.  If and in the
     event  the  Company is party to any acquisition,  merger  or
     other  business  combination in which the  business  of  the
     Company  is  not the dominant business within the  surviving
     entity,  payment  of  all  amounts  due  to  the  Consultant
     hereunder, including installments due under this Section 4.1
     which have not been paid, shall be accelerated and shall  be
     due and pyable to the Consultant and paid by the company  no
     later  than the closing of any such acquisition,  merger  or
     business  combination.  All shares issued pursuant  to  this
     Agreement shall be evidenced by stock certificate(s)  issued
     in the name of Liviakis Financial Communications, Inc.

     4.2  Consultant acknowledges that the shares of Common Stock
     to  be issued pursuant to this Agreement (the "Shares") will
     not  have  not been registered under the Securities  Act  of
     1933, and accordingly are "restricted securities" within the
     meaning  of  Rule 144 of the Act.   As such, the Shares  may
     not be resold or transferred unless the Company has received
     an opinion of counsel reasonably satisfactory to the Company
     that such resale or transfer is exempt from the registration
     requirements of that Act and any applicable state securities
     laws.  It is also understood that the certificates will bear
     a  legend reflecting the fact that the securities have  been
     issued without registration under the Securities Act of 1933
     and  may not be sold or transferred except upon registration
     or an exemption therefrom and compliance with any applicable
     state securities laws.

     4.3  In connection with the acquisition of Shares hereunder,
     the  Consultant  represents and warrants to the  Company  as

     (a)   Consultant has received a copy of the Auditor's Report
     for  the  fiscal year ending December 31, 1994, 1993,  1992.
     Consultant  acknowledges  that  the  Consultant   has   been
     afforded  the  opportunity to ask questions of  and  receive
     answers    from   duly   authorized   officers   or    other
     representatives of the Company concerning an  investment  in
     the   Shares,  and  any  additional  information  which  the
     Consultant has requested,

     (b)   Consultant's  investment in restricted  securities  is
     reasonable in relation to the Consultant s net worth,  which
     is  in  excess of ten (10) times the Consultant's cost basis
     in the Shares.  Consultant has had experience in investments
     in restricted and publicly traded securities, and Consultant
     has  had experience in investments in speculative securities
     and  other  investments which involve the risk  of  loss  of
     investment.   Consultant acknowledges that an investment  in
     the  Shares  is speculative and involves the risk  of  loss.
     Consultant  has  the  requisite  knowledge  to  assess   the
     relative  merits  and risks of this investment  without  the
     necessity of relying upon other advisors, and Consultant can
     afford  the  risk  of loss of his entire investment  in  the
     Shares.   Consultant is (i) an accredited investor, as  that
     term  is  defined  in  Regulation D  promulgated  under  the
     Securities  Act of 1933, and (ii) a purchaser  described  in
     Section 25102 (f) (2) of the California Corporate Securities
     Law of 1968, as amended.

     (c)  Consultant is acquiring the Shares for the Consultant's
     own  account  for long-term investment and not with  a  view
     toward  resale or distribution thereof except in  accordance
     with applicable securities laws.

     5.  Expenses.  Consultant agrees to pay for all its expenses
(phone,  mailing,  labor, etc.), other than  extraordinary  items
(travel  required by/or specifically requested  by  the  Company,
luncheons or dinners to large groups of investment professionals,
mass   faxing   to   a  sizable  percentage  of   the   Company's
constituents,  investor conference calls, etc.) approved  by  the
Company prior to its incurring an obligation for reimbursement.

      6.   Indemnification.  The Company warrants and  represents
that  all  oral  communications, written documents or  materials,
other  than those designated by the Company to the Consultant  as
"confidential" or "Company private," furnished to  Consultant  by
the  Company  with  respect  to  financial  affairs,  operations,
profitability and strategic planning of the Company are  accurate
and  Consultant  may  rely  upon  the  accuracy  thereof  without
independent  investigation.  The Company will protect,  indemnify
and  hold  harmless Consultant against any claims  or  litigation
including  any damages, liability, cost and reasonable attorney's
fees   with   respect   thereto   resulting   from   Consultant's
communication or dissemination of any said information, documents
or  materials not designated by the Company to the Consultant  as
"confidential" or "Company private," excluding any such claims or
litigation   resulting   from   consultants   communication    or
dissemination  of information not provided or authorized  by  the

      7.   Representations.  Consultant represents that he is not
required to maintain any licenses and registrations under federal
or  any  state regulations necessary to perform the services  set
forth  herein.  Consultant acknowledges that, to the best of  his
knowledge,  the performance of the services set forth under  this
Agreement  will  not  violate  any  rule  or  provision  of   any
regulatory    agency   having   jurisdiction   over   Consultant.
Consultant  acknowledges  that, to the  best  of  his  knowledge,
Consultant is not the subject of any investigation, claim, decree
or  judgment  involving any violation of the  SEC  or  securities
laws.    Consultant  further  acknowledges  that  he  is  not   a
securities Broker Dealer or a registered investment advisor.

      8.  Legal Representation.  The Company acknowledges that it
has   been  represented  by  independent  legal  counsel  in  the
preparation of this Agreement.  Consultant represents that he has
consulted  with  independent legal counsel and/or tax,  financial
and  business  advisors,  to  the extent  the  Consultant  deemed

       9.    Status   as  Independent  Contractor.   Consultant's
engagement  pursuant to this Agreement shall  be  as  independent
contractor, and not as an employee, officer or other agent of the
Company.   Neither  party to Agreement shall  represent  or  hold
itself  out  to  be  the  employer  or  employee  of  the  other.
Consultant   further  acknowledges  the  consideration   provided
hereinabove  is  a  gross amount of consideration  and  that  the
Company will not withhold from such consideration any amounts  as
to  income  taxes, social security payments or any other  payroll
taxes.   All  such income taxes and other such payment  shall  be
made or provided for by Consultant and the Company shall have  no
responsibility  or  duties regarding such matters.   Neither  the
Company  or  the Consultant possess the authority  to  bind  each
other  in  any agreements without the express written consent  of
the entity to be bound.

     10.  Attorney's Fee.  If any legal action or any arbitration
or   other   proceeding  is  brought  for  the   enforcement   or
interpretation  of  this  Agreement, or  because  of  an  alleged
dispute, breach, default or misrepresentation in connection  with
or  related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other
costs  in  connection with that action or proceeding, in addition
to any other relief to which it or they may be entitled.

      11.  Waiver.  The waiver by either party of a breach of any
provision of this Agreement by the other party shall not  operate
or  be  construed as a waiver of any subsequent  breach  by  such
other party.

       12.    Notices.    All   notices,  requests,   and   other
communications hereunder shall be deemed to be duly given if sent
by  U.S.  mail, postage prepaid, addressed to the other party  at
the address as set forth herein below:

  To the Company:        Michael G. Semmens
                         Chairman & CEO
                         Electrosource, Inc.
                         3800-B Drossett Drive
                         Austin, TX 78744

  To the Consultant:     Liviakis Financial Communications, Inc.
                         John M. Liviakis, President
                         2118 "P" Street, Suite C
                         Sacramento, California  95816

     It is understood that either party may change the address to
which  notices for it shall be addressed by providing  notice  of
such  change to the other party in the manner set forth  in  this

      13.  Choice of Law, Jurisdiction and Venue.  This Agreement
shall  be governed by, construed and enforced in accordance  with
the  laws  of  the State of California.  The parties  agree  that
Sacramento County, CA will be the venue of any dispute  and  will
have jurisdiction over all parties.

      14.  Arbitration.  Any controversy or claim arising out  of
or  relating to this Agreement, or the alleged breach thereof, or
relating  to Consultant's activities or remuneration  under  this
Agreement, shall be settled by binding arbitration in California,
in   accordance  with  the  applicable  rules  of  the   American
Arbitration  Association, and judgment on the award  rendered  by
the  arbitrator(s) shall be binding, on the parties  and  may  be
entered in any court having jurisdiction thereof.  The provisions
of  Title  9 of Part 3 of the California Code of Civil Procedure,
including  section  1283.05, and successor  statutes,  permitting
expanded  discovery  proceedings  shall  be  applicable  to   all
disputes that are arbitrated under this paragraph.

      15.  Third Party Fees.  Consultant will not accept from any
third  parties any fees or other remuneration related to services
to  be  performed  under  this Agreement except  with  the  prior
written consent of the Company.

     16.  Complete Agreement.  This Agreement instrument contains
the  entire  agreement  of the parties relating  to  the  subject
matter  hereof.  This Agreement and its terms may not be  changed
orally  but only by an agreement in writing signed by  the  party
against  whom  enforcement of any waiver,  change,  modification,
extension or discharge is sought.


"Company"                          ELECTROSOURCE, INC.

Date: September 1, 1995            By:      /s/
                                      Michael G. Semmens
                                      Chairman & CEO

"Consultant"                      LIVIAKIS FINANCIAL COMMUNICATIONS, INC.

Date: September 1, 1995           By:      /s/
                                     John M. Liviakis

Basic Info X:

Type: Consulting Agreement
Date: Nov. 14, 1995
State: Delaware

Other info:


  • August 31 , 1997
  • December 31 , 1994
  • 1993 , 1992
  • September 1 , 1995


  • Time and Energies
  • Company 's Common Stock
  • Liviakis Financial Communications , Inc.
  • Electrosource , Inc. 3800-B Drossett Drive Austin
  • the State of California
  • American Arbitration Association
  • Third Party Fees


  • Delaware
  • U.S.
  • TX
  • Sacramento County
  • California


  • Michael G. Semmens
  • John M. Liviakis