EXHIBIT 10.11





                              TELEGEN CORPORATION
                            A California Corporation


                              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
SHARES 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.

         The shares of the Common Stock (the  "Shares")  of Telegen  Corporation
(the "Company") are being offered for $2.25 per share. This Subscription Booklet
contains all of the materials necessary for you to purchase the Shares.

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 Shares must be made to the Company's  Placement  Agent,
         Capitol Bay Securities by wire transfer or by delivery to the Placement
         Agent of a check made payable to "Telegen Corporation."


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:  Warren M. Dillard
                  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

                               -------------------

                                 222,222 Shares
                                 of Common Stock
                                  no par value
                             of TELEGEN CORPORATION
                              No 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 shares of the Company's
Common  Stock,  no par  value,  specified  on the  signature  page  hereto  (the
"Shares").  The purchase price per Share (the "Purchase  Price") is $2.25.  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 222,222 Shares.

         In consideration  of the Company's  agreement to sell the Shares 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 Shares  indicated on the signature  page hereto at a
purchase price of $2.25 per Share. 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  Shares  (the  "Payment")  to the  Company's
Placement Agent.

         (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,  will promptly notify the
undersigned  of receipt  and  acceptance  of such  subscription.  Subject to the
acceptance  by the Company of the  subscriptions,  the Company shall cause to be
issued to the  undersigned  with  reasonable  promptness  the  Shares  purchased
hereunder.

         (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
and (ii)  acceptance  by the  Company  of the  undersigned's  subscription  (the
"Subscription").


                                       -1-

<PAGE>




II.      REPRESENTATIONS AND WARRANTIES.

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

         (A) 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, and August 11,
1997 and the Company's  press  releases dated August 7, 1997 and August 19, 1997
(the   "Disclosure   Documents").   With  respect  to  tax  and  other  economic
considerations  involved in this  investment,  the undersigned is not relying on
the Company or any agent or  representative  of any of them. The undersigned has
carefully  considered  and has,  to the extent  the  undersigned  believes  such
discussion necessary,  discussed with the undersigned's professional legal, tax,
accounting,  and  financial  advisors the  suitability  of an  investment in the
Shares for the  undersigned's  particular  tax and  financial  situation and has
determined  that  the  Shares  being  subscribed  for by the  undersigned  are a
suitable investment for the undersigned.

         (B) The  undersigned  represents  and  warrants  that the address  that
appears on the signature page of this  Subscription  Agreement is the address of
the undersigned's principal residence.

         (C) The undersigned and/or the undersigned's adviser(s) has/have had an
opportunity  to ask  questions of and receive  answers  from  persons  acting on
behalf of the Company concerning the Offering,  and all such questions have been
answered to the full satisfaction of the undersigned.

         (D) 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.

         (E) If the undersigned is a natural person, the undersigned has reached
the age of  twenty-one,  has adequate  means of providing for the  undersigned's
current  financial  needs  and  contingencies,  is able to bear the  substantial
economic risks of an investment in the Shares for an indefinite  period of time,
has no need for liquidity in such  investment,  and at the present  time,  could
afford a complete loss of such investment.

         (F) The undersigned or the undersigned's  professional  advisor, as the
case may be, has such  knowledge and  experience in financial,  tax and business
matters  so as to  enable  the  undersigned  to  utilize  the  information  made
available to the  undersigned  in  connection  with the Offering to evaluate the
merits  and  risks  of an  investment  in the  Shares  and to make  an  informed
investment decision with respect thereto.

         (G)  The  undersigned   understands  that  the  Shares  have  not  been
registered  with the  Securities  and  Exchange  Commission  in  reliance  on an
exemption from the  registration  requirements of the Securities Act of 1933, as
amended (the "Act").  The undersigned has not offered or sold any portion of the
Shares being  acquired nor does the  undersigned  have any present  intention of
dividing such Shares with others or of selling, distributing,


                                       -2-

<PAGE>



or otherwise  disposing of any portion of such Shares either  currently or after
the passage of a fixed or determinable  period of time or upon the occurrence or
nonoccurrence  of any  predetermined  event or  circumstance in violation of the
Act.

         (H) The  undersigned  recognizes that investment in the Shares involves
substantial  risks,  including  loss of the  entire  amount of such  investment.
Further,  the undersigned has carefully read and considered the risk factors set
forth  in  the  Disclosure  Documents  and  has  taken  full  cognizance  of and
understands all of the risks related to the purchase of the Shares.

         (I) The undersigned acknowledges that each certificate representing the
Shares shall be stamped or otherwise  imprinted with a legend  substantially  in
the  following  form,  in addition to any other legends which may be required by
the California Commissioner of Corporations:

                  (a) THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION  WITH, THE
SALE OR DISTRIBUTION  THEREOF.  THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT").  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, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

         (J) If this Subscription  Agreement is executed and delivered on behalf
of  a  partnership,   corporation,  trust,  or  estate:  (i)  such  partnership,
corporation,  trust,  or  estate  has the full  legal  right  and  power and all
authority  and  approval  required  (a) to  execute  and  deliver  or  authorize
execution and delivery of this Subscription  Agreement and all other instruments
executed and delivered by or on behalf of such partnership,  corporation, trust,
or estate  in  connection  with the  purchase  of the  Shares,  (b) to  delegate
authority  pursuant to a power of  attorney,  and (c) to  purchase  and hold the
Shares;  (ii) the signature of the party signing on behalf of such  partnership,
corporation,  trust or estate is  binding  upon such  partnership,  corporation,
trust, or estate; and (iii) such partnership, corporation, or trust has not been
formed for the specific purpose of acquiring the Shares.

III.     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
this Subscription Agreement or any agreements of the undersigned hereunder;  and
that this  Subscription  Agreement and such other  agreements  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.




                                       -3-

<PAGE>



         (C) 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 THE
MEMORANDUM OR THIS DOCUMENT.  ANY REPRESENTA  TION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

IV.      REGISTRATION RIGHTS.

         The undersigned will be entitled to registration rights as follows: (i)
the Company shall prepare and file, within ninety (90) days of the delivery date
of the Shares to the  undersigned,  a  Registration  Statement  on Form S-3 (the
"Registration  Statement") covering the resale of the Common Stock subscribed to
hereunder.  The  Company  further  agrees to use its best  efforts  to cause the
Registration  Statement to be declared  effective by the Securities and Exchange
Commission  as soon as  possible  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
Shares cannot be freely resold pursuant to Rule 144.

V.       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 party
against whom any change, discharge, or termination is sought.

         (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.

VI.      SIGNATURE.

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


                                       -4-

<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.  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.




<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  ______________________
shares of Telegen Corporation's Common Stock (the "Shares") subject to the terms
and conditions of this  Subscription  Agreement at a purchase price of $2.25 per
share for an aggregate  purchase price of $______________  (the "Funds").  Stock
Certificates  for  the  Shares  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 (ii) 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.
<TABLE>
         Please  indicate  exactly how you wish the name of the holder to appear
on the certificate representing the Shares:_____________________________________

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
______________________   shares  of  Telegen  Corporation's  Common  Stock  (the
"Shares") subject to the terms and conditions of this Subscription  Agreement at
a  purchase  price  of  $2.25  per  share  for an  aggregate  purchase  price of
$________________  (the "Funds").  Stock  Certificates  for the Shares 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  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  trustees  hereby  certify that they have read and
understand this 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>

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]

<CAPTION>
<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
______________________   shares  of  Telegen  Corporation's  Common  Stock  (the
"Shares") subject to the terms and conditions of this Subscription  Agreement at
a  purchase  price  of  $2.25  per  share  for an  aggregate  purchase  price of
$________________  (the "Funds").  Stock  Certificates  for the Shares 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 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.


         (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>

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].

<CAPTION>
<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