EXHIBIT 10.13




                              TELEGEN CORPORATION
                            A California Corporation

                        CONVERTIBLE PROMISSORY NOTE AND
                              COMMON STOCK WARRANT
                              SUBSCRIPTION PACKAGE


                               TELEGEN CORPORATION
                            SUBSCRIPTION INSTRUCTIONS
                             (Please Read Carefully)

         THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION,  IN WHOLE OR
IN PART, OR TO ALLOT TO ANY PROSPECTIVE PURCHASER FEWER THAN THE NUMBER OF UNITS
SUBSCRIBED  FOR  BY  SUCH  PURCHASER.  ANY  REPRESENTATION  TO THE  CONTRARY  IS
UNAUTHORIZED AND MUST NOT BE RELIED UPON. THE COMPANY WILL UTILIZE  SUBSCRIPTION
PROCEEDS IMMEDIATELY UPON ACCEPTANCE.

         Telegen  Corporation  (the  "Company")  is  offering  Units,  each Unit
consisting  of  (i)  a  Convertible   Promissory  Note  evidencing   $50,000  in
indebtedness  and (ii) a warrant to purchase 10,000 shares of Common Stock at an
exercise  price of $2.25 per share of the Company  for  $50,000  per Unit.  This
Subscription Booklet contains all of the materials necessary for you to purchase
the Units.

   I.    After completing the enclosed Subscription  Agreement,  please sign the
         appropriate signature page and return it to the address set forth below
         in Section III.  Please make sure that you indicate how the name should
         appear on your stock certificate.

  II.    Payment for the Units must be remitted to an escrow account established
         by the Company's Placement Agent, Capitol Bay Securities, by check made
         out to "Telegen Corporation" or by wire transfer.

 III.    Send the appropriate signature page to the following address:

                  Wilson Sonsini Goodrich & Rosati
                  Professional Corporation
                  650 Page Mill Road
                  Palo Alto, California 94304-1050
                  Attn:  Jack I. Siegal

  IV.    Questions  regarding  completion of  subscription  documents  should be
         directed to:

                  Wilson Sonsini Goodrich & Rosati
                  Professional Corporation
                  650 Page Mill Road
                  Palo Alto, California 94304-1050
                  Attn:  Jack I. Siegal
                  Tel:   (650) 493-9300
                  Fax:  (650) 496-4086

   V.    Questions regarding the offering or the Company should be directed to:

                  Telegen Corporation
                  101 Saginaw Drive
                  Redwood City, CA 94063
                  Attn:  Fred Kashkooli
                  Tel:   (650) 261-9400
                  Fax:  (650) 261-9468

FAILURE TO COMPLY WITH THE SUBSCRIPTION  INSTRUCTIONS WILL CONSTITUTE AN INVALID
SUBSCRIPTION,  WHICH,  IF NOT  CORRECTED,  WILL RESULT IN THE  REJECTION OF YOUR
SUBSCRIPTION REQUEST.


<PAGE>



                             SUBSCRIPTION AGREEMENT

                                   ----------

                               TELEGEN CORPORATION

                                   ----------


                                    20 Units
          with each unit consisting of one Convertible Promissory Note
       evidencing $50,000 in indebtedness and One Warrant to purchase Ten
       Thousand Shares of Common Stock at a $2.25 per-share exercise price
                             of TELEGEN CORPORATION

                           $100,000 Minimum Investment

                                   ----------


To:      Telegen Corporation


         This Subscription Agreement is made by and between Telegen Corporation,
a  California  corporation  (the  "Company"),  and the  undersigned  prospective
purchaser who is subscribing hereby for that number of units (the "Units"), each
unit  consisting  of (i) a Convertible  Promissory  Note  evidencing  $50,000 in
indebtedness and (ii) a warrant to purchase ten thousand shares of the Company's
Common Stock at a $2.25 per share  exercise price (the  "Warrant")  specified on
the signature page hereto. The purchase price per Unit (the "Purchase Price") is
$50,000. This subscription is submitted to you in accordance with and subject to
the terms and conditions described in this Subscription  Agreement,  relating to
an offering (the "Offering") of up to 20 Units. The minimum aggregate investment
in this offering by all  subscribers  shall be $500,000 and the maximum shall be
$1,000,000.

         In  consideration  of the Company's  agreement to sell the Units to the
undersigned  on the terms and  conditions  summarized  herein,  the  undersigned
agrees and represents as follows:

I.       SUBSCRIPTION.

         (A) The  undersigned  hereby  irrevocably  subscribes for and agrees to
purchase  that  number of the Units  (which may  include a  fraction  of a Unit)
indicated on the signature  page hereto at a purchase price of $50,000 per Unit.
The  undersigned  agrees to wire  transfer  funds or deliver a check made out to
"Telegen Corporation" in an amount equal to the aggregate purchase price for the
Units  (the  "Payment")  to an  escrow  account  established  by  the  Company's
Placement Agent as of the date hereof.

         (B) The  undersigned  understands  that the Payment (or, in the case of
rejection  of a  portion  of the  undersigned's  subscription,  the  part of the
Payment relating to such rejected  portion) will be returned  promptly,  without
interest or deduction, if the undersigned's subscription is rejected in whole or
in part.  The  Company,  if it accepts  this  subscription,  or part thereof and
receipt by the Company of the Payment,  will promptly  provide written notice to
the undersigned of receipt and acceptance of such subscription, or part thereof.
Subject to the acceptance by the Company of the  subscription,  or part thereof,
the  Company  shall  cause  to be  issued  to the  undersigned  with  reasonable
promptness  the  number of Units  represented  by the  accepted  portion  of the
subscription.


<PAGE>



         (C) The undersigned hereby agrees to be bound hereby upon (i) execution
and  delivery  to the  Company  of  the  signature  page  to  this  Subscription
Agreement, (ii) acceptance by the Company of the undersigned's subscription (the
"Subscription"),  (iii) the form of the  Warrant  attached  hereto as  Exhibit A
which specifies the rights  afforded to the Warrant (the "Warrant  Agreement") ,
and (iv) the form of the Convertible  Promissory Note attached hereto as Exhibit
B, the  "Note").  This  Agreement,  the  Warrant  Agreement,  and the Note shall
constitute the Unit Agreements.

II.      REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED.

         The undersigned  hereby  represents and warrants to and agrees with the
Company as follows:

         (A) Authorization;  Residence Address.  This Agreement  constitutes the
undersigned's  valid and legally binding  obligation,  enforceable in accordance
with its  terms.  The  undersigned's  residence  address  is as set forth on the
signature page hereto.

         (B) Purchase Entirely for Own Account.  This Agreement is made with the
undersigned in reliance upon the  undersigned's  representation  to the Company,
which by the  undersigned's  execution of this Agreement the undersigned  hereby
confirms,  that the Units will be acquired for investment for the  undersigned's
own  account,  not as a nominee  or agent,  and not with a view to the resale or
distribution  of any  part  thereof,  and that the  undersigned  has no  present
intention of selling,  granting any participation in, or otherwise  distributing
the same. By executing this Agreement,  the undersigned  further represents that
the undersigned does not presently have any contract, undertaking, agreement, or
arrangement with any person to sell,  transfer,  or grant participations to such
person or to any third  person,  with  respect to any portion of the Units.  The
undersigned  represents  that it has full power and authority to enter into this
Agreement.

         (C) Qualified Investor. The undersigned represents and warrants that it
is an "Accredited  Investor" as that term is defined in Rule 501(a)  promulgated
pursuant to the Securities Act of 1933, as amended (the "Act").  The undersigned
also  represents  and  warrants  that it either has a  pre-existing  business or
personal  relationship  with the Company or any of its officers,  directors,  or
controlling  persons,  or by reason of the  undersigned's  business or financial
experience  or  the  business  or  financial  experience  of  the  undersigned's
professional  advisors who are unaffiliated  with and who are not compensated by
the Company,  directly or  indirectly  could be  reasonably  assumed to have the
capacity to evaluate the merits and risks of an investment in the Company and to
protect the undersigned's own interests in connection with these transactions.

         (D) Disclosure of  Information.  The undersigned  understands  that the
Company is a public reporting  Company under the 1934 Act and that it is current
on  its  reporting   requirements  and  that  such  reports  represent  all  the
information  the  undersigned  considers  necessary or appropriate  for deciding
whether to acquire the Units,  and that in particular,  the undersigned has been
furnished with and has carefully  read the Company's  Annual Report on Form 10-K
dated March 31, 1997, amended on April 9 and April 30, 1997, the Proxy Statement
delivered to the Company's  Shareholders dated July 9, 1997, Quarterly Report on
Form 10-Q dated May 15, 1997, the Quarterly Report on Form 10-Q dated August 14,
1997,  Current  Reports on Form 8-K dated  January 15, 1997  (amended  March 14,
1997),  January 21, 1997, February 7, 1997, March 25, 1997, May 9, 1997, May 19,
1997, July 8, 1997,  August 11, 1997,  August 19, 1997 and October 15, 1997, the
Company's press releases dated August 7, 1997 and August 19, 1997, the Company's
disclosure regarding its common stock subscription  offering in August 1997, the
Company's  press  release dated  October 31, 1997,  and the Company's  Quarterly
Report on Form 10-Q for the period ending  September  30, 1997 (the  "Disclosure
Documents").


                                       -2-

<PAGE>



         (E) Investment Experience. The undersigned is an investor in securities
of companies in the development  stage and acknowledges  that it is able to fend
for itself, can bear the economic risk of its investment,  and has directly,  or
indirectly  through  its agents,  advisors or other  persons on which it relies,
such  knowledge  and  experience  in  financial  or business  matters that it is
capable of evaluating the merits and risks of the  investment in the Stock.  The
undersigned  also  represents  it has not  been  organized  for the  purpose  of
acquiring  the Units.  The  undersigned  further  represents  that it has had an
opportunity to review the Unit  Agreements and ask questions and receive answers
from the  Company  regarding  the terms and  conditions  of the  offering of the
Units.

         (F) Restricted Securities.  The undersigned  understands that the Note,
the Warrant,  and the shares of Common Stock  issuable upon  conversion  thereof
will be characterized as "restricted  securities"  under the federal  securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering and that under such laws and applicable  regulations
such shares may be resold  without  registration  under the Act, only in certain
limited circumstances.

         (G) Further Limitations on Disposition. Without in any way limiting the
representations  set forth above, the undersigned further agrees not to make any
disposition of all or any portion of the Stock unless and until:

                  (a) There is then in effect a Registration Statement under the
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such Registration Statement; or

                  (b) (i) The undersigned shall have notified the Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances  surrounding the proposed  disposition,  and (ii)
the  undersigned  shall have  furnished  the Company with an opinion of counsel,
reasonably  satisfactory to the Company,  that such disposition will not require
registration under the Act.

         (H)  Responsibility  for Tax  Consequences.  The undersigned has had an
opportunity to review the federal, state, local, and foreign tax consequences of
this  investment  and  the  transactions  contemplated  by the  Unit  Agreements
(including  any tax  consequences  that may result  now or in the  future  under
recently  enacted tax  legislation)  and has had the opportunity to consult with
his  tax  advisors,  if  any,  regarding  such  consequences.   The  undersigned
acknowledges that he is not relying on any statements or  representations of the
Company or any of its agents in regard to such tax  consequences and understands
that he (and not the Company)  shall be  responsible  for his own tax  liability
that may arise as a result of this investment or the  transactions  contemplated
by the Unit  Agreements.  The undersigned  acknowledges  that the Company has no
obligation  in regard to the future  conduct of its  business  to act or refrain
from acting in any manner, regardless of the loss of any tax benefit to Investor
in connection with the purchase, ownership, or sale of the Units or Common Stock
issuable upon conversion thereof, which may result from such action or inaction.

         (I) Legends.  It is understood  that the Units and the shares of Common
Stock  issuable upon  conversion  thereof and any  securities  issued in respect
thereof or exchange therefor may bear one or all of the following legends:

                  (a)  "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933.  THEY MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO THE
SECURITIES  UNDER SAID ACT OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."


                                       -3-

<PAGE>



                  (b)  Any  legend   required  by  the  laws  of  the  State  of
California,  including  any legend  required  by the  California  Department  of
Corporations or by the laws of any other state or jurisdiction.


III.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         (A) SEC Documents.  The Company has made available to the undersigned a
true and  complete  copy of the  Disclosure  Documents.  As of their  respective
filing dates, the Company has made all necessary filings with the Securities and
Exchange  Commission  ("SEC"),  the Company's  SEC Documents (as defined  below)
comply in all material respects with the requirements of the Securities Exchange
Act of 1934 or the Securities Act of 1933, as amended, and none of the Company's
SEC Documents contain any untrue statement of a material fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements made, in light of the  circumstances  under which they were made, not
misleading.  For  purposes of this  section,  the SEC  Documents  shall mean the
Disclosure Documents, except for Exhibits G and H thereto.

         (B) Organization  and Good Standing.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
California,  and has all requisite corporate power and authority to carry on its
respective  businesses as now  conducted.  The Company is qualified as a foreign
corporation  in any  jurisdiction  in which a failure to so qualify would have a
material adverse effect on the Company.

         (C) Power, Authorization and Validity.

                  (a) The  Company  has the  corporate  power and  authority  to
execute and deliver, and to consummate the transactions contemplated by the Unit
Agreements  to which it is or will be a party  and to  perform  its  obligations
under each of them.  This  Subscription  has been duly and validly  approved and
authorized by the Company.  The execution and delivery of, and the  consummation
of the  transactions  contemplated  by, each of the Unit Agreements to which the
Company  is or  will  be a party  has  been  duly  authorized  by all  necessary
corporate action on the part of the Company.

                  (b) No  consent,  approval,  order  or  authorization  of,  or
registration,  declaration or filing with, any governmental  entity, is required
by or with respect to the Company in connection  with the execution and delivery
of, and the  consummation by it of the  transactions  contemplated by any of the
Unit  Agreements to which the Company is or will be a party,  except for causing
the Registration Statement to be declared effective by the SEC.

                  (c) Each of the Unit  Agreements  to which the  Company  is or
will be a party has been, or upon its execution and delivery by the Company will
have been, duly executed and delivered by it, and constitutes or will constitute
upon its execution and delivery,  a valid and binding obligation of the Company,
enforceable in accordance with its terms.

         (D) No  Violation of Existing  Agreements.  Neither the  execution  and
delivery  of the  Unit  Agreements  nor  the  consummation  of the  transactions
contemplated  hereby or  thereby  will  conflict  with,  or result in a material
breach or violation of, any provision of the Articles of Incorporation or Bylaws
of the Company,  as currently in effect, any material  instrument or contract to
which  the  Company  is a party or by  which  any such  party is  bound,  or any
federal,  state  or  local  judgment,  writ,  decree,  order,  statute,  rule or
regulation applicable to any such person.  Neither the execution and delivery of
the Unit  Agreements,  nor the  consummation  of the  transactions  contemplated
hereby or thereby will directly have a material adverse effect on the Company.


                                       -4-

<PAGE>



         (E) Financial  Statements.  The unaudited  financial  statements of the
Company  included in its Form 10-Q for the quarterly period ending September 30,
1997, as filed with the Securities and Exchange  Commission,  have been prepared
in accordance with GAAP and present fairly the financial policies of the Company
as of such date and the results of operations,  equity  transactions and changes
in financial position of the Company for the periods indicated, except as may be
indicated therein or in the notes thereto.

         (F) Borkers or Finders.  The  Company  has not  incurred,  and will not
incur,  directly or  indirectly,  as a result of any action taken by the Company
any  liability  for  brokerage of finders'  fees or agents'  commissions  or any
similar  charges  in  connection  with  this   Subscription   Agreement  or  any
transaction contemplated thereby, except for a 10% cash commission, along with a
warrant to purchase  80,000  shares of the  Company's  Common  Stock on the same
terms as the Warrant offered  hereunder for every $500,000 raised by the Company
in  this  Convertible  Note  and  Common  Stock  Warrant  offering,  paid to the
Company's Placement Agent.

IV.      UNDERSTANDINGS.

         The undersigned  understands,  acknowledges and agrees with the Company
as follows:

         (A) This  Subscription  may be  rejected,  in whole or in part,  by the
Company, in its sole and absolute discretion,  notwithstanding  prior receipt by
the undersigned of notice of acceptance of the undersigned's Subscription.

         (B)  The   undersigned   hereby   acknowledges   and  agrees  that  the
Subscription  hereunder  is  irrevocable  by the  undersigned;  that,  except as
required by law, the undersigned is not entitled to cancel, terminate, or revoke
the  Unit  Agreements  or  any  agreements  of  the  undersigned   hereunder  or
thereunder, and that the Unit Agreement shall survive the death or disability of
the  undersigned  and  shall be  binding  upon and inure to the  benefit  of the
parties  and  their  heirs,   executors,   administrators,   successors,   legal
representatives,  and permitted  assigns.  If the  undersigned  is more than one
person, the obligations of the undersigned  hereunder shall be joint and several
and the agreements,  representations,  warranties,  and  acknowledgments  herein
contained shall be deemed to be made by and be binding upon each such person and
his/her heirs, executors, administrators,  successors, legal representatives and
permitted assigns.

         (C)  California  Corporate  Securities  Law. THE SALE OF THE SECURITIES
THAT  IS THE  SUBJECT  OF  THIS  AGREEMENT  HAS  NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF  CORPORATIONS  OF THE STATE OF CALIFORNIA,  THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  FOR SUCH
SECURITIES  PRIOR  TO  SUCH  QUALIFICATION  IS  UNLAWFUL,  UNLESS  THE  SALE  OF
SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100,  25102 OR 25105 OF
THE  CALIFORNIA  CORPORATIONS  CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE
IS SO EXEMPT.

         (D) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION OR  REGULATORY  AUTHORITY.  FURTHER  MORE,  THE FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED THE ACCURACY OR DETER MINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                       -5-

<PAGE>



V.       REGISTRATION RIGHTS

         (A) The undersigned will be entitled to registration rights as follows:
the Company shall prepare and file within thirty (30) days of the date hereof, a
registration  statement  on Form S-3 or any other Form that is  available to the
Company at that time (the "Registration  Statement")  covering the resale of the
Common  Stock  issued  upon  conversion  of the Note and  upon  exercise  of the
Warrant.  The  Company  further  agrees  to use its best  efforts  to cause  the
Registration  Statement to be declared  effective by the Securities and Exchange
Commission  within ninety (90) days after the initial filing of the Registration
Statement.  The Company  shall pay all expenses of such  registration  and shall
maintain the  effectiveness  of such  Registration  Statement for so long as the
Common Stock sold hereunder and Common Stock issuable under the Warrants  cannot
be freely resold pursuant to Rule 144. A cash penalty of 2% of the consideration
paid for the Units purchased hereunder shall accrue every thirty (30) day period
beyond  one  hundred  and  twenty  (120)  days  from  date of this  Subscription
Agreement that the Registration Statement fails to be effective and such penalty
shall be paid within thirty (30) days of the end of every such period.


VI.      MISCELLANEOUS.

         (A) Neither this Subscription  Agreement nor any provision hereof shall
be waived,  modified,  changed,  discharged,  terminated,  revoked, or canceled,
except by an instrument in writing  effecting the same signed by the Company and
a majority in interest of the holders of the Common Stock purchased  pursuant to
this Subscription offering.

         (B) Failure of the Company to exercise  any right or remedy  under this
Subscription  Agreement  or any other  agreement  between  the  Company  and the
undersigned,  or otherwise,  or delay by the Company in exercising such right or
remedy,  will not operate as a waiver thereof.  No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.

         (C) This  Subscription  Agreement  shall  be  enforced,  governed,  and
construed  in  all  respects  in  accordance  with  the  laws  of the  State  of
California, and shall be binding upon the undersigned,  the undersigned's heirs,
estate,  legal  representatives,  successors  and assigns and shall inure to the
benefit of the Company,  its successors,  and assigns. Any provision hereof that
may prove invalid or  unenforceable  under any law shall not affect the validity
or enforceability of any other provision hereof.

         (D)  This  Subscription  Agreement  constitutes  the  entire  agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties hereto.

         (E) This  Subscription  Agreement and the signature pages hereto may be
signed in  counterparts,  each of which shall be deemed an original,  but all of
which taken together shall constitute one and the same instrument.

VII.     SIGNATURES.


THE COMPANY


By: ___________________________________________________
         Fred Kashkooli, Chief Executive Officer

                                       -6-

<PAGE>






THE PURCHASER

The signature page for the purchaser of Units under this Subscription  Agreement
is  contained  as part of the  Subscription  Package and is entitled  "Signature
Page."

                                       -7-

<PAGE>



                           Signature Page Instructions

         Each individual investor should then complete all requested information
on page A-1.  Investors  purchasing  through  an  estate  planning,  family,  or
retirement  trust  should  complete  all  requested  information  on  page  B-1.
Investors  purchasing  through an Individual  Retirement Account should complete
all requested  information  on page C-1.  Investors  purchasing as a corporation
should complete all requested information on page D-1.

         If you have any questions  concerning the form of investment  entity or
the correct  signature page to use, please contact the individual  identified in
Section  III of the  Subscription  Instructions.  All  documents  should then be
returned to Wilson, Sonsini,  Goodrich & Rosati at the address identified in the
Subscription Instructions. Investors purchasing as a partnership should complete
all requested information on page E-1.


                                       -8-

<PAGE>



                               TELEGEN CORPORATION
                            INDIVIDUAL SIGNATURE PAGE

         Your  signature  on  this  Individual  Signature  Page  evidences  your
agreement to be bound by the Subscription Agreement.

         The undersigned investor,  hereby subscribes to  ______________________
Units (each unit consisting of a Convertible  Promissory Note evidencing $50,000
of  indebtedness  and a Warrant for ten  thousand  shares of Common  Stock at an
exercise price of $2.25 per share) of Telegen  Corporation  subject to the terms
and conditions of this Subscription Agreement at a purchase price of $50,000 per
Unit (as defined in the Subscription  Agreement) for an aggregate purchase price
of  $______________  (the "Funds").  Stock certificates for the Common Stock and
Warrant  agreement  purchased  hereunder will be delivered to the undersigned as
soon  as  practicable  after  receipt  of  the  Funds  and  acceptance  of  this
Subscription Agreement by the Company.

         The undersigned  represents that (i) he or she has read and understands
this  Subscription  Agreement  and the  Warrant  Agreement  (as  defined  in the
Subscription  Agreement),  (ii) the  representations  and warranties made by the
undersigned  in the  Subscription  Agreement are true,  and (iii) he or she will
telephone  the  Company  immediately  if  any  material  change  in  any  of the
representations  and warranties  contained in the Subscription  Agreement occurs
before the  acceptance  of his or her  subscription  and will  promptly send the
Company written confirmation of such change.

Section 1. Form of Ownership.  The purchaser  wishes to take title to the Shares
with the following form of ownership:

<TABLE>
<CAPTION>
<S>                        <C>
                  _____    Individual, as separate property.
                  _____    Individual Joint Tenants With Right of Survivorship (Both parties must sign below).
                  _____    Tenants in Common (Both parties must sign below).
                  _____    Husband and Wife, as Community Property. (One signature required if interest held in
                           one name--i.e., managing spouse, and two signatures required if interest held in both
                           names).
</TABLE>

Section 2.  Title.

         Please  indicate  exactly how you wish the name of the holder to appear
on the certificate representing the Shares:_____________________________________


<TABLE>
Section 3.  Signatures.
<CAPTION>
                                      Signatory 1 (Individual)                        Signatory 2 (Individual)
<S>                        <C>                                               <C>
Name:                      _____________________________________________     ___________________________________________  
                                                                                                                          
Signature:                 _____________________________________________     ___________________________________________  
                                                                                                                          
Social Security Number:    _____________________________________________     ___________________________________________  
                                                                                                                          
Residence Address:         _____________________________________________     ___________________________________________  
                                                                                                                          
                           _____________________________________________     ___________________________________________  
                                                                                                                          
Mailing Address:           _____________________________________________     ___________________________________________  
                                                                                                                          
Home Phone:                _____________________________________________     ___________________________________________  
                                                                                                                          
Work Phone:                _____________________________________________     ___________________________________________  
                                                                                                                          
Date:                      _____________________________________________     ___________________________________________  
                                                                                                                           
                            
</TABLE>
                                       A-1

<PAGE>



                               TELEGEN CORPORATION
                              TRUST SIGNATURE PAGE

         Your signature on this Trust  Signature Page evidences the agreement by
the  Trustee(s),  on  behalf  of the  Trust,  to be  bound  by the  Subscription
Agreement.

         (A)    The    undersigned     investor,     hereby     subscribes    to
______________________  Units (each unit consisting of a Convertible  Promissory
Note evidencing $50,000 of indebtedness and a Warrant for ten thousand shares of
Common  Stock at an  exercise  price of $2.25 per share) of Telegen  Corporation
subject to the terms and conditions of this Subscription Agreement at a purchase
price of $50,000  per Unit (as  defined in the  Subscription  Agreement)  for an
aggregate  purchase price of $______________  (the "Funds").  Stock certificates
for  the  Common  Stock  and  Warrant  Agreements  purchased  hereunder  will be
delivered to the  undersigned as soon as practicable  after receipt of the Funds
and acceptance of this Subscription Agreement by the Company.

         (B) The undersigned trustees represent that (a) the representations and
warranties made by the undersigned and contained in the  Subscription  Agreement
are accurate, and (b) the Trust will notify the Company (contact by telephone at
the number  contained on page iii hereof)  immediately if any material change in
any of the  representations  and warranties  occurs before the acceptance of the
Trust's  subscription and will promptly send the Company written confirmation of
such change.

         (C) The undersigned  trustee(s)  hereby certify that they have read and
understand this Subscription  Agreement and the Warrant Agreement (as defined in
the Subscription Agreement).

         (D) The  undersigned  trustees  hereby  represent  and warrant that the
persons  signing  this  Subscription  Agreement  on behalf of the Trust are duly
authorized to acquire the Shares and sign this Subscription  Agreement on behalf
of the  Trust  and,  further,  that  the  undersigned  Trust  has all  requisite
authority to purchase such Shares and enter into this Subscription Agreement.


<TABLE>
<CAPTION>
Please Type or Print the Exact Legal Title of Trust as follows:  Trustee's name,
as trustee for [Name of Grantor] under Agreement [or Declaration] of Trust dated
[Date of Trust Formation]

<S>                                                           <C>
Title: _________________________________________________________________________________________________________________


Name of                                                       Name of
Trustee: _________________________________________________    Trustee:  ________________________________________________
           (Please Type or Print)                                        (Please Type or Print)


By: ______________________________________________________    By:  _____________________________________________________
      (Signature of Trustee)                                        (Signature of Trustee)


Date: ____________________________________________________    Date: ____________________________________________________

</TABLE>
                                       B-1

<PAGE>



                               TELEGEN CORPORATION
                               IRA SIGNATURE PAGE

         The signature of the Custodian on this IRA Signature Page evidences the
agreement of the Custodian to be bound by the Subscription Agreement.

         (A)    The    undersigned     investor,     hereby     subscribes    to
______________________  Units (each unit consisting of a Convertible  Promissory
Note evidencing  $50,000 in indebtedness and a Warrant for ten housand shares of
Common  Stock at an  exercise  price of $2.25 per share) of Telegen  Corporation
subject to the terms and conditions of this Subscription Agreement at a purchase
price of $50,000  per Unit (as  defined in the  Subscription  Agreement)  for an
aggregate  purchase price of $______________  (the "Funds").  Stock certificates
for  the  Common  Stock  and  Warrant  agreements  purchased  hereunder  will be
delivered to the  undersigned as soon as practicable  after receipt of the Funds
and acceptance of this Subscription Agreement by the Company.

         (B) The undersigned  purchaser  represents that (a) the representations
and  warranties  made  by the  undersigned  and  contained  in the  Subscription
Agreement are accurate and (b) the purchaser will notify the Company (contact by
telephone  at the  number  contained  on page  iii  hereof)  immediately  if any
material change in any of the  representations  and warranties occurs before the
acceptance of the  purchaser's  Subscription  and will promptly send the Company
written confirmation of such change.

         (C) The  undersigned  Custodian and purchaser  hereby certify that they
have read and understand this  Subscription  Agreement and the Warrant Agreement
(as defined in the Subscription Agreement).

         (D) The undersigned  Custodian hereby  represents and warrants that the
persons signing this Subscription  Agreement on behalf of the Custodian are duly
authorized to sign this  Subscription  Agreement on behalf of the Custodian and,
further,  that the undersigned Custodian has all requisite authority to purchase
such  Shares  and  enter  into  this  Subscription  Agreement  on  behalf of the
undersigned purchaser.

<TABLE>
<CAPTION>

Please  Type or Print the Exact  Legal  Title of Trust as  follows:  Custodian's
name, as Custodian for Individual Retirement Account of [Name of Purchaser].
<S>                                                           <C>
Title: ________________________________________________________________________________________________________________________


Account Number: _______________________________________________________________________________________________________________

Name of                                                       Name of
Custodian: ________________________________________________   Purchaser:  _____________________________________________________
                       (Please Type or Print)                                   (Please Type or Print)


By: _______________________________________________________   By: ____________________________________________________________
      (Authorized Signature)                                        (Signature of Purchaser)

Title: ____________________________________________________


Date: _____________________________________________________   Date: __________________________________________________________


</TABLE>
                                       C-1

<PAGE>



                               TELEGEN CORPORATION
                           CORPORATION SIGNATURE PAGE

         Your  signature  on  this  Corporation  Signature  Page  evidences  the
agreement by the officer(s),  on behalf of the  corporation,  to be bound by the
Subscription Agreement.

         (A)    The    undersigned     investor,     hereby     subscribes    to
______________________  Units (each unit consisting of a Convertible  Promissory
Note evidencing $50,000 of indebtedness and a Warrant for ten thousand shares of
Common  Stock at an  exercise  price of $2.25 per share) of Telegen  Corporation
subject to the terms and conditions of this Subscription Agreement at a purchase
price of $50,000  per Unit (as  defined in the  Subscription  Agreement)  for an
aggregate  purchase price of $______________  (the "Funds").  Stock certificates
for  the  Common  Stock  and  Warrant  agreements  purchased  hereunder  will be
delivered to the  undersigned as soon as practicable  after receipt of the Funds
and acceptance of this Subscription Agreement by the Company.

         (B) The undersigned officers represent that (a) the representations and
warranties made by the undersigned and contained in the  Subscription  Agreement
are  accurate  and (b) the  Corporation  will  notify the  Company  (contact  by
telephone  at the  number  contained  on page  iii  hereof)  immediately  if any
material change in any of the  representations  and warranties occurs before the
acceptance of the corporation's  subscription and will promptly send the Company
written confirmation of such change.

         (C) The undersigned  officer(s)  hereby certify that they have read and
understand this Subscription  Agreement and the Warrant Agreement (as defined in
the Subscription Agreement).

         (D) The  undersigned  officers  hereby  represent  and warrant that the
persons  signing this  Subscription  Agreement on behalf of the  Corporation are
duly  authorized to acquire the Shares and sign this  Subscription  Agreement on
behalf of the Corporation and, further, that the undersigned Corporation has all
requisite  authority  to purchase  such Shares and enter into this  Subscription
Agreement.

<TABLE>
<CAPTION>

<S>                                                           <C>
Name of
Corporation: ___________________________________________________________________________________________________________

Address of
Principal Offices: _____________________________________________________________________________________________________

Authorized                                                    Authorized
Officer:  __________________________________________________  Officer:  ________________________________________________
           (Please Type or Print)                                               (Please Type or Print)


By: ________________________________________________________  By: ______________________________________________________
      (Signature of Authorized Officer)                             (Signature of Authorized Officer)


Date: ______________________________________________________  Date: ____________________________________________________

</TABLE>

                                       D-1

<PAGE>



                               TELEGEN CORPORATION
                           PARTNERSHIP SIGNATURE PAGE

         Your  signature  on  this  Partnership  Signature  Page  evidences  the
agreement by the  partner(s),  on behalf of the undersigned  Partnership,  to be
bound by the Subscription Agreement.

         (A) The undersigned,  hereby subscribes to ______________________ Units
(each unit consisting of a Convertible  Promissory  Note  evidencing  $50,000 of
indebtedness  and a  Warrant  for ten  thousand  shares  of  Common  Stock at an
exercise price of $2.25 per share) of Telegen  Corporation  subject to the terms
and conditions of this Subscription Agreement at a purchase price of $50,000 per
Unit (as defined in the Subscription  Agreement) for an aggregate purchase price
of  $______________  (the "Funds").  Stock certificates for the Common Stock and
Warrant agreements  purchased  hereunder will be delivered to the undersigned as
soon  as  practicable  after  receipt  of  the  Funds  and  acceptance  of  this
Subscription Agreement by the Company.

         (B) The undersigned partners represent that (a) the representations and
warranties made by the undersigned and contained in the  Subscription  Agreement
are  accurate  and (b) the  Partnership  will  notify the  Company  (contact  by
telephone  at the  number  contained  on page  iii  hereof)  immediately  if any
material change in any of the  representations  and warranties occurs before the
acceptance of the Partnership's  subscription and will promptly send the Company
written confirmation of such change.

         (C) The undersigned  partner(s)  hereby certify that they have read and
understand this Subscription  Agreement and the Warrant Agreement (as defined in
the Subscription Agreement).

         (D) The  undersigned  partners  hereby  represent  and warrant that the
persons  signing this  Subscription  Agreement on behalf of the  Partnership are
duly  authorized to acquire the Shares and sign this  Subscription  Agreement on
behalf of the Partnership and, further, that the undersigned Partnership has all
requisite  authority  to purchase  such Shares and enter into this  Subscription
Agreement.



<TABLE>
<CAPTION>

<S>                                                           <C>
Name of
Corporation: ___________________________________________________________________________________________________________

Address of
Principal Offices: _____________________________________________________________________________________________________

Authorized                                                    Authorized
Officer:  __________________________________________________  Officer:  ________________________________________________
           (Please Type or Print)                                               (Please Type or Print)


By: ________________________________________________________  By: ______________________________________________________
      (Signature of Authorized Officer)                             (Signature of Authorized Officer)


Date: ______________________________________________________  Date: ____________________________________________________

</TABLE>

                                       E-1