EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement  (the  "Agreement")  is entered  into as of
October  31,  1997,  by and  between  Telegen,  a  California  corporation  (the
"Company"), and Fred Kashkooli (the "Executive").

         WHEREAS,  the Company desires to employ the Executive as of November 3,
1997, or such other date as the Executive shall first be employed by the Company
(the "Effective  Date"), and the Executive desires to accept employment with the
Company on the terms and conditions set forth below.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  recital and the
respective  covenants and agreements of the parties  contained in this document,
the Company and the Executive agree as follows:

         1. Employment and Duties. The Executive will serve as the President and
Chief Executive Officer of the Company.  The duties and  responsibilities of the
Executive  shall  include the duties and  responsibilities  for the  Executive's
corporate  offices and positions as set forth in the Company's  Bylaws from time
to time in effect and such other  duties  and  responsibilities  as the board of
directors  of the  Company  (the  "Board  of  Directors")  may from time to time
reasonably  assign  to the  Executive,  in all cases to be  consistent  with the
Executive's  corporate offices and positions.  The Executive shall report to the
Board at large.  The Executive  shall perform  faithfully  the executive  duties
assigned to him to the best of his ability.  At the next meeting of the Board of
Directors,  the  Executive  will be  nominated  to  serve as a  director  of the
Company, and, when elected or appointed thereafter, the Executive shall serve in
such capacity without additional compensation.

         2.       Employment Period.

                  (a) Basic Rule.  The  employment  period  shall begin upon the
Effective Date and shall continue  thereafter until terminated by the Company or
the Executive.  The Executive  acknowledges  and agrees that his employment with
the  Company  is "at will" and may be  terminated  by either  party at any time,
subject only to the terms of this Agreement.

                  (b)  Early   Termination.   The  Company  may   terminate  the
Executive's  employment  at any time for any  reason or no reason.  Except  with
respect to for-Cause termination as defined in paragraph 2(d) below, the Company
shall provide the Executive  with thirty (30) days' advance notice in writing of
such  termination.  The Executive  may  terminate  his  employment by giving the
Company  thirty (30) days'  advance  written  notice.  Upon  termination  of the
Executive's  employment  with the  Company,  the  Executive's  rights  under any
applicable  benefit  plans shall be  determined  under the  provisions  of those
plans.  Any waiver of notice  shall be valid  only if it is made in writing  and
expressly refers to the applicable notice requirement of this paragraph 2(b).

                  (c) Death.  The  Executive's  employment will terminate in the
event of his death.  The Company  shall have no obligation to pay or provide any
compensation  or benefits  under this  Agreement  on account of the  Executive's
death, or for periods following the Executive's  death, other than the Company's
obligations   applicable  under  such  circumstance   under  paragraph  13.  The
Executive's rights


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under the  benefit  plans of the Company in the event of the  Executive's  death
will be determined under the provisions of those plans.

                  (d)  Cause.   The  Company  may  terminate   the   Executive's
employment for cause by giving the Executive notice in writing. For all purposes
under this Agreement, "Cause" shall mean (i) willful failure by the Executive to
perform  his  duties  hereunder  and not to cure  such  willful  failure  by the
Executive,  thirty (30) days after  receipt of written  notice by the Company of
such  willful  failure,  other  than a failure  resulting  from the  Executive's
complete or partial  incapacity  due to physical or mental illness or impairment
(provided that impairment as a result of substance abuse shall be deemed willful
failure hereunder),  (ii) a willful act by the Executive which constitutes gross
misconduct and which is demonstrably  injurious to the Company,  (iii) a willful
breach by the  Executive of a material  provision of this  Agreement,  or (iv) a
material  and willful  violation  by the  Executive of a federal or state law or
regulation applicable to the business of the Company. No act, or failure to act,
by the Executive shall be considered  "willful"  unless  committed  without good
faith  or  without  a  reasonable  belief  that the act or  omission  was in the
Company's best interest. No compensation or benefits will be paid or provided to
the Executive  under this Agreement on account of a termination for Cause or for
periods  following the date when such a termination  of employment is effective.
The  Executive's  rights  under  the  benefit  plans  of the  Company  shall  be
determined under the provisions of those plans.

                  (e)  Disability.  The Company may  terminate  the  Executive's
employment  for  Disability  by giving the  Executive  thirty (30) days' advance
notice in writing.  For all purposes under this  Agreement,  "Disability"  shall
mean  that the  Executive,  at the time  notice  is  given,  has been  unable to
substantially  perform his duties under this  Agreement for a period of not less
than ninety (90) days due to physical or mental illness.  The  determination  of
the  Executive's  Disability  hereunder  shall  be  made by a  two-thirds  (2/3)
majority  of the then  current  members  of the  Company's  Board  of  Directors
(excluding  the  Executive)  and shall be based upon  advice  from such  medical
professionals  and upon such medical and other records as the Company's Board of
Directors  may deem  appropriate.  In the event that the  Executive  resumes the
performance of substantially  all of his duties hereunder before the termination
of his employment  under this paragraph  2(e) becomes  effective,  the notice of
termination shall  automatically be deemed to have been revoked. No compensation
or benefits  will be paid or provided to the Executive  under this  Agreement on
account of termination  for Disability,  or for periods  following the date when
such a  termination  of  employment  is  effective,  other  than  the  Company's
obligations   applicable  under  such  circumstance   under  paragraph  13.  The
Executive's  rights under the benefit  plans of the Company  shall be determined
under the provisions of those plans.

         3. Place of Employment.  The Executive's services shall be performed at
the Company's  principal  executive offices at 101 Saginaw Drive,  Redwood City,
California.  The parties acknowledge,  however, that some travel may be required
in connection with the performance of the Executive's duties hereunder.

         4. Base  Salary.  For all  services  to be  rendered  by the  Executive
pursuant to this  Agreement,  the Company  agrees to pay the Executive an annual
base salary (the "Base Salary") of $220,000 from the date hereof until the first
anniversary  of this  Agreement  and a Base  Salary of  $275,000  for the period
between  the  first  anniversary  and  second  anniversary  of  this  Agreement.
Thereafter, for each annual

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period  beginning on or after the second  anniversary of the Effective Date, the
Base Salary shall be  determined  by the Board of  Directors  prior to each such
anniversary.  The  Base  Salary  shall  be  paid  in  periodic  installments  in
accordance  with the Company's  regular payroll  practices.  The payment of such
Base Salary to the extent not paid by the Company shall be guaranteed by Telegen
subject to the limitations set forth in paragraph 28.

         5. Bonus. During the first year of his employment,  the Executive shall
be  eligible to receive an annual cash bonus (the  "Bonus")  of  $110,000.  This
first year Bonus shall be paid in four (4) quarterly  installments of $27,500 at
the end of each three (3) month period after the Effective Date. Upon the second
anniversary  of his  employment  the  Executive  shall be  eligible to receive a
lump-sum  cash Bonus of $125,000 on such date.  Receipt of the second Bonus will
be based upon certain  criteria to be agreed upon by the Executive and the Board
of   Directors   including   revenue   and   profitability   targets  and  other
organizational milestones (the "Critical Performance Targets"). On or before the
first  anniversary  the  Executive  shall  prepare  and  submit  to the Board of
Directors  for approval a management  bonus  program (the  "Program")  that will
include the Critical  Performance  Targets and any other terms and conditions of
the Executive's Bonus  opportunity for the year following such anniversary.  The
payment  of such  Bonuses  to the  extent  not  paid  by the  Company  shall  be
guaranteed by Telegen subject to the limitations set forth in paragraph 28.

         6.       Stock Option.

                  (a) Initial Options. Effective as of the Company's first Board
of  Director's  meeting  hereafter,  the Company  shall grant the  Executive two
options (the  "Executive  Options") to purchase  shares of the Company's  Common
Stock at fair market value per share.* The number of shares subject to the first
option shall be for one hundred twenty  thousand  (120,000)(the  "First Option")
and  number of shares  subject  to the second  option  shall be for six  hundred
thousand  (600,000) (the "Second  Option").  The Executive Options shall vest as
described in  paragraph  6(b) below and shall be subject to such other terms and
conditions as are described in paragraph 6(c) below.

                  (b) Vesting.  The First  Option shall vest over a  twenty-four
(24) month period beginning on the first month anniversary of the Effective Date
and ending on the second (2nd)  anniversary of the Effective Date, to the extent
the  Executive  is employed by the  Company.  The Second  Option  shall vest and
become exercisable monthly over a forty eight (48) month period beginning on the
first month  anniversary  of the  Effective  Date and ending on the fourth (4th)
anniversary  of the  Effective  Date, to the extent the Executive is employed by
the Company.  In the event of a Change of Control (as defined  below),  the then
unvested portion of the Executive Options shall automatically become vested, and
the  Executive  shall  have the  right to  exercise  all or any  portion  of the
Executive  Options,  in  addition  to  any  portion  of  the  Executive  Options
exercisable prior to such event. For purposes of this Agreement,

--------
         *For the  purpose of this  agreement,  the  Telegen  Common  Stock fair
market  value  shall mean the value  determined  by the  average of the  closing
market price on the NASDAQ for the five working days prior to November 25, 1997.

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the term "Change of Control"  shall mean the  occurrence of any of the following
events subsequent to the Effective Date:

                           (i) Any  "person"  (as such term is used in  Sections
13(d)  and  14(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act")) is or becomes the "beneficial  owner" (as defined in Rule 13d-3
under the Exchange  Act),  directly or  indirectly,  of  securities  of Telegen,
representing  fifty percent (50%) or more of the total voting power  represented
by Telegen's,  as the case may be, then outstanding voting securities (except in
a transaction or  transactions  in which Telegen or its affiliates or successors
have,  maintain or accumulate  securities  representing  more than fifty percent
(50%) of the voting power of the Company);

                           (ii) A merger or  consolidation  of Telegen  with any
other corporation, other than a merger or consolidation that would result in the
voting securities of Telegen, as the case may be, outstanding  immediately prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted into voting securities of the surviving entity) at least fifty percent
(50%) of the total voting power represented by the voting securities of Telegen,
as the case may be, or such surviving entity outstanding  immediately after such
merger or consolidation; or

                           (iii) the  shareholders  of Telegen approve a plan of
complete  liquidation  of Telegen,  as the case may be, or an agreement  for the
sale or disposition by Telegen,  as the case may be, of all or substantially all
Telegen's assets, as the case may be.

                  (c) Option Provisions.  The Executive Options shall be granted
under the  Company's  1996 Stock Option Plan (the "Stock  Plan") and,  except as
expressly  provided otherwise in this paragraph 6, shall be subject to the terms
and  conditions  of the  Stock  Plan and  form of  option  agreement;  provided,
however, that the Company's Board of Directors may, in its discretion, grant the
Executive  Options  outside of the Stock Plan, and any such option shall include
such other terms as the Board of Directors may specify that are not inconsistent
with the terms  hereof,  including  (i) the  ability to exercise  the  Executive
Options for one (1) year after the termination of the Executive's  employment or
one (1) year after the death or disability of the Executive and (ii) the ability
of the  Executive  to exercise  by cash or full  recourse  promissory  note or a
combination  thereof all or part of the Executive  Options as to both vested and
unvested shares upon execution of a stock  restriction  agreement  providing for
substantially similar vesting restrictions contained in paragraph 6(b) hereof as
to such unvested shares.

                  (d) Buy-Back Election. If after the third anniversary from the
date hereof,  the Company is not a reporting  company  under the Exchange Act of
1934,  trading on an  automated  quotation  system or a national  exchange,  the
Executive  shall  have the  right to  engage a  professional  appraiser,  at his
expense, to estimate the fair market value, on a net exercise basis (the "Equity
Value") of the vested  portion of the  Executive  Options  and give the  Company
written  notice (the  "Notice") of (i) his  commitment  to exercise his buy-back
election  hereunder  and (ii) the date he will  exercise his buy- back  election
hereunder (the "Buy Back Date"),  such date not to be less than thirty (30) days
prior  to,  nor more  than  forty-five  (45)  days  from the date the  Notice is
received by the Company.  Without receipt of the Notice by the Company,  Telegen
Corporation, a California corporation, shall not be required to

                                       -4-

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effectuate the  provisions of this  paragraph.  Upon receipt of the Notice,  the
parties to this  Agreement  shall be bound to  perform  the  provisions  of this
paragraph 6(d).

                  On the Buy Back date,  Telegen shall purchase the Equity Value
from the  Executive  through the issuance of a number of Telegen  common  shares
equal to the Equity Value divided by the Telegen  common stock fair market value
(the  "Telegen  Common  Stock  FMV").  A fractional  share  resulting  from this
calculation, if any, shall be rounded down to zero. The Telegen Common Stock FMV
shall mean the value  determined  at Telegen's  election of the average  closing
market price on any  exchange,  for the five days prior to the Buy Back Date, or
the fair market value of the Telegen  common stock as  determined by a certified
appraiser.

         7. Board  Seat.  As soon as  practicable  and in  connection  with this
Agreement,  the  Board of  Directors  of the  Company  shall  duly  appoint  the
Executive  to the  Board of  Directors  of the  Company  and shall  solicit  the
shareholders of the Company for their approval, to the extent necessary.

         8. Expenses.  The Executive shall be entitled to  reimbursement  by the
Company for all reasonable,  ordinary, and necessary travel, entertainment,  and
other expenses  incurred by the Executive  during the term of this Agreement (in
accordance  with the policies and procedures  established by the Company for its
senior executive officers) in the performance of his duties and responsibilities
under this  Agreement;  provided,  however,  that the Executive  shall  properly
account  for such  expenses  in  accordance  with  the  Company's  policies  and
procedures.

         9. Legal  Expenses.  The legal  expenses  incurred by the  Executive in
connection  with the review of and counsel with respect to this Agreement  shall
be paid by the Company, up to $2,500.

         10. Personal Life Insurance; Other Benefits. The Company shall maintain
and pay for a personal term life insurance policy for the Executive, with a face
value  amount  of up to  $500,000,  with the  beneficiary  of such  policy to be
designated by the Executive.  The Executive  shall be entitled to participate in
employee benefit plans or programs of Telegen,  to the extent that his position,
tenure,  salary,  age,  health,  and other  qualifications  make him eligible to
participate, subject to the rules and regulations applicable thereto.

         11.  Vacations  and Holidays.  The Executive  shall be entitled to paid
vacation time and Company holidays in accordance with the Company's  policies in
effect from time to time for its senior executive officers.

         12. Other Activities.  The Executive shall devote  substantially all of
his working time and efforts during the Company's  normal  business hours to the
business and affairs of the Company and its subsidiaries and to the diligent and
faithful  performance  of the duties and  responsibilities  duly assigned to him
pursuant to this Agreement,  except for vacations,  holidays,  and sickness. The
Executive  may,  however,  devote a  reasonable  amount  of his  time to  civic,
community,  or charitable activities and, with the prior written approval of the
Board of Directors,  to serve as a director of other  corporations  and to other
types  of  business  or  public  activities  not  expressly  mentioned  in  this
paragraph. No prior Board

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of  Director's  approval  will be  required  for the  Executive  to  serves as a
director of other corporations or entities on which the Executive already serves
as a director as of the date hereof.

         13.  Termination  Benefits.  In the  event the  Executive's  employment
terminates,  then the Executive shall be entitled to receive severance and other
benefits as follows:

                  (a)      Base Salary.

                           (i)  Involuntary  Termination  Without Cause.  If the
Company terminates the Executive's employment without Cause, then in lieu of any
severance  benefits to which the Executive  may otherwise be entitled  under any
Company severance plan or program,  the Executive shall be entitled on such date
to a  lump-sum  payment  of his Base  Salary  for one year from the date of such
termination at the rate applicable on such date;

                           (ii) Other Termination.  In the event the Executive's
employment  terminates  for any reason  other  than as  described  in  paragraph
13(a)(i) above,  then the Executive  shall be entitled to receive  severance and
any other benefits only as may then be established under the Company's  existing
severance and benefit plans and policies at the time of such termination.

                  (b)      Options.

                           (i)  Involuntary  Termination  Without Cause.  In the
event the  Executive's  employment  is  terminated  as  described  in  paragraph
13(a)(i),  the  Executive  Options  shall be deemed  vested as to all the shares
under the First  Option,  whether  vested  or not as of such  termination  date;
vested  only  as to the  vested  shares  under  the  Second  Option  as of  such
termination  date;  and, the Executive  shall lose all vesting  rights as to any
additional unvested shares under the Second Option.

                           (ii) Other Termination.  In the event the Executive's
employment  is  terminated  for any reason  other than as described in paragraph
13(a)(i),  then the  Executive  Options  shall be deemed  vested  only as to the
vested  shares as of such  date,  and shall  lose all  vesting  rights as to any
additional unvested shares under the Executive Options.

                  (c)      Bonuses.

                           (i)      Involuntary Termination Without Cause.

                                    (1) In the event the Executive's  employment
is  terminated as described in paragraph  13(a)(i)  prior to the end of one year
from the Effective  Date,  then the  Executive  shall be entitled to receive the
Bonus described in paragraph 5 to the extent he would have been entitled to such
Bonus had he remained  an  employee of the Company  through the end of the first
year following the Effective Date;

                                    (2) In the event the Executive's  employment
is terminated  as described in paragraph  13(a)(i) on or after one year form the
Effective Date and prior to two years from the

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Effective  Date,  then the  Executive  shall be  entitled to receive a pro-rated
portion of the Bonus  described in paragraph 5 as if he had remained an employee
of the Company  through the end of the second year  following the Effective Date
and achieved one hundred  percent (I 00%) of the Critical  Performance  Targets;
provided, however that if the Board of Directors and the Executive had agreed on
interim  Critical   Performance   Targets  (whether   monthly,   quarterly,   or
semi-annual),  prior to the  termination of the  Executive,  then the assumption
regarding  the  Executive's  achievement  will be  adjusted to the extent of the
Executive's success in meeting such interim Critical Performance Targets.

                           (ii) Other Termination.  In the event the Executive's
employment is terminated by reason other than as described in 13(a)(i), then the
Executive  shall not be  entitled  to any Bonus which has not accrued as of such
date.

                  (d) Additional  Definition of Involuntary  Termination Without
Cause.  To the extent the  Executive's  duties  shall be  materially  reduced in
nature,  character or responsibility from those contemplated in paragraph 1, the
Executive  shall have the option  for thirty  (30) days from such date,  to (i),
terminate his  employment  with the Company or (ii) enter into an agreement with
the  Company,  specifying  the  Executive's  revised  duties.  To the extent the
Executive  terminates  his  employment  under  13(d)(i) or the Executive and the
Company cannot come to an agreement under 13(d)(H),  such  termination  shall be
deemed  to be  for  the  purposes  of  this  paragraph  13  to  be  "Involuntary
Termination Without Cause."

The Executive  shall not have the obligation to mitigate  damages to receive the
termination   benefits  under  paragraphs  13(a)(i),   13(b)(i),   or  13(c)(i).
Notwithstanding  any of the above provisions of this paragraph 13, to the extent
the Executive  breaches  either  paragraph 14 or 15  hereunder,  he shall not be
entitled to any termination benefits under this paragraph 13.

         14. Proprietary Information. The Executive shall not, without the prior
written  consent  of the Board of  Directors,  disclose  or use for any  purpose
(except in the course of his employment  under this Agreement and in furtherance
of the business of the Company or any of its  affiliates  or  subsidiaries)  any
confidential  information  or  proprietary  data of the  Company.  As an express
condition of the Executive's  employment with the Company,  the Executive agrees
to execute confidentiality agreements as requested by the Company, including but
not limited to the Company's standard form of proprietary information agreement.
The Executive's  obligations under this paragraph 14 shall also be in full force
in effect as to Telegen.

         15.  Non-Solicit.  The Executive  covenants and agrees with the Company
that during his employment  with the Company and for a period expiring three (3)
years after the date of termination of such employment,  he will not solicit any
of the Company's  then-current  employees to terminate their employment with the
Company or to become employed by any firm, Company, or other business enterprise
with which the Executive may then be connected.

         16. Right to Advice of Counsel. The Executive  acknowledges that he has
consulted  with counsel and is fully aware of his rights and  obligations  under
this Agreement.


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         17.  Successors.  The Company and Telegen  will  require any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets  of the  Company  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Telegen  would be  required to perform it if no such
succession  had taken  place.  Failure  of  Telegen  to obtain  such  assumption
agreement prior to the  effectiveness  of any such succession  shall entitle the
Executive  to the  benefits  described  in  paragraphs  13(a)(i),  13(b)(i)  and
13(c)(i) of this Agreement, subject to the terms and conditions therein.

         18.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be Settled  exclusively by arbitration in
San Mateo  County,  California,  in  accordance  with the rules of the  American
Arbitration  Association then in effect,  with the right of discovery limited to
five (5) depositions,  thirty-five (35) interrogatories,  and reasonable request
for documents,  by any party,  by an arbitrator  selected by both parties within
ten (10) days after  either  party has  notified  the other in  writing  that it
desires a dispute  between them to be settled by  arbitration.  In the event the
parties cannot agree on such arbitrator within such ten- (10-) day period,  each
party shall select an  arbitrator  and inform the other party in writing of such
arbitrator's  name and  address  within five (5) days after the end of such ten-
(10-) day  period  and the two  arbitrators  so  selected  shall  select a third
arbitrator within fifteen (15) days thereafter;  provided,  however, that in the
event of a failure by either party to select an arbitrator  and notify the other
party of such selection  within the time period provided  above,  the arbitrator
selected by the other party shall be the sole  arbitrator  of the dispute.  Each
party shall pay its own expenses associated with such arbitration, including the
expense of any  arbitrator  selected by such party and the Company  will pay the
expenses of the jointly selected arbitrator. The decision of the arbitrator or a
majority  of the panel of  arbitrators  shall be binding  upon the  parties  and
judgment in  accordance  with that  decision  may be entered in any court having
jurisdiction thereover. Punitive damages shall not be awarded.

         19. Absence of Conflict. The Executive represents and warrants that his
employment  by the Company as described  herein shall not conflict with and will
not  be  constrained  by  any  prior  employment  or  consulting   agreement  or
relationship.

         20.  Assignment.  This  Agreement  and all rights under this  Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
parties  hereto  and  their  respective   personal  or  legal   representatives,
executors,  administrators,  heirs, distributees, devisees, legatees, successors
and assigns. This Agreement is personal in nature, and neither of the parties to
this  Agreement  shall,  without  the  written  consent of the other,  assign or
transfer this  Agreement or any right or obligation  under this Agreement to any
other person or entity;  except  Telegen may assign this Agreement to any of its
affiliates or wholly-owned subsidiaries,  provided, however that such assignment
will not relieve Telegen of its obligations  hereunder.  If the Executive should
die while any amounts are still  payable to the  Executive  hereunder,  all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive's  devisee,  legatee, or other designee
or, if there be no such designee, to the Executive's estate.


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         21.  Notices.  For  purposes  of  this  Agreement,  notices  and  other
communications  provided for in this Agreement  shall be in writing and shall be
delivered  personally or sent by United States  certified  mail,  return receipt
requested, postage prepaid, addressed as follows:

                  If to the Executive:      Fred Kashkooli
                                            10830 Santa Teresa Drive
                                            Cupertino, CA 95014

                  If to the Company:        Telegen Corporation
                                            101 Saginaw Drive
                                            Redwood City, CA 94063
                                            Attn: Chairman of the Board

or to such other  address or the attention of such other person as the recipient
party has previously  furnished to the other party in writing in accordance with
this  paragraph.  Such notices or other  communications  shall be effective upon
delivery or, if earlier,  three (3) days after they have been mailed as provided
above.

         22.  Integration.  This Agreement  represents the entire  agreement and
understanding between the parties as to the subject matter hereof and supersedes
all prior or  contemporaneous  agreements  whether  written or oral.  No waiver,
alteration,  or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by duly authorized  representatives  of the
parties hereto.

         23.  Waiver.  Failure  or delay on the part of either  party  hereto to
enforce  any  right,  power,  or  privilege  hereunder  shall  not be  deemed to
constitute a waiver thereof.  Additionally, a waiver by either party or a breach
of any promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent waiver by such other party.

         24. Severability.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid,  illegal,  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality, or unenforceability will not affect
any other provision or any other jurisdiction.

         25.  Headings.  The  headings  of  the  paragraphs  contained  in  this
Agreement  are for  reference  purposes only and shall not in any way affect the
meaning or interpretation of any provision of this Agreement.

         26.  Applicable  Law. This Agreement shall be governed by and construed
in accordance  with the laws of the State of California as applied to agreements
between  California  residents entered into and to be performed  entirely within
California.


                                       -9-

<PAGE>


         27.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  none of which need  contain the  signature of more than one party
hereto,  and each of which shall be deemed to be an  original,  and all of which
together shall constitute a single agreement.

         28.  Termination of Obligations of Telegen.  Any obligations of Telegen
hereunder shall cease upon the fifth anniversary of the Effective Date.

         IN WITNESS  WHEREOF,  each of the parties has executed this  Employment
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year first above written.


"COMPANY"                              TELEGEN CORPORATION


                                       By:______________________________________
                                       Gilbert Decker, Chairman of the Board



                                       _________________________________________
"EXECUTIVE"                            Fred Kashkooli


                      [Employment Agreement Signature Page]


                                      -10-