Abstract: An arrangement of a battery module and a method for making this module are presented. An embodiment is comprised of a plurality of Lithium-ion pouch type unit cells stacked in a linear array. A lightweight frame structure compresses the unit cells and the cells are encapsulated with thermally conductive epoxy. A method of assembly constrains the unit cells during encapsulation such that a thin wall of epoxy is achieved, reducing the thermal resistance of the side walls. A slotted flat panel is placed over the unit cells and the cell tabs protrude through the panel. An arrangement of slotted bus bars reside on the flat panel and the cell tabs are bent at right angles in a manner that allows the tabs to be attached to the bus bars by a soldering or similar means. In an embodiment of the battery module, the flat panel contains battery management circuitry.