Ex-10.56
Regulation S Securities Purchase Agreement by and between the Company
and certain foreign investors executed in October 2001

                                                                   EXHIBIT 10.56


                   REGULATION S SECURITIES PURCHASE AGREEMENT

         This Regulation S Securities  Purchase  Agreement (the  "Agreement") is
entered into as of the date set forth below by and between the person whose name
is set forth on the signature page hereof (referred to herein as the "Investor")
and Telegen Corporation, a California corporation, (the "Company") whose address
is 1840 Gateway Drive,  Suite 200, San Mateo,  California  94404,  in connection
with the purchase by Investor of 2,000,000 shares of common stock, no par value,
(the  "Shares") of the Company and three (3) year warrants (the  "Warrants")  to
purchase  500,000  Shares of common  stock with an  exercise  price of $2.00 per
share,  for an  aggregate  purchase  price of  US$1,000,000.  The Shares and the
Warrants  are  sometimes  referred  to  herein  as the  "Units",  with each Unit
consisting of four (4) Shares and one (1) Warrant.

         The offer and sale of the Units is being made in compliance with and in
reliance upon the provisions of Regulation S  ("Regulation  S") under the United
States Securities Act of 1933, as amended (the "Act").

         NOW THEREFORE, in consideration of the representations,  warranties and
covenants  contained  herein and for other good and valuable  consideration  the
parties hereto agree as follows:

         1. Issuance and Sale of the Units. The Company hereby agrees to sell to
            ------------------------------
the Investor and the Investor  agrees to purchase from the Company 500,000 Units
as set forth on the signature page of this Agreement (the  "Signature  Page") at
the aggregate purchase price (the "Purchase Price") of US$1,000,000.

         2.  Representations  and Warranties of the Company.  The Company hereby
             ----------------------------------------------
represents and warrants to the Investor as follows:

                  2.1 Business of the Company.  The Company is a high technology
                      -----------------------
company  which is engaged in the  business  described  in the Private  Placement
Memorandum (the "Memorandum") of the Company dated September 15, 2001. The Units
described  in the  Memorandum  differ  from the Units  referred  to herein.  The
Company's  business is also  described in its annual  reports on Form 10-KSB for
the fiscal  year ended  December  31, 1999 and 2000,  quarterly  reports on Form
10-QSB for the quarters  ended March 31, June 30 and  September  30,  2000,  and
March 31 and June 30, 2001 and Current  Reports on Form 8-K dated  December  19,
2000, December 6, 2000, December 5, 2000 and Current Reports on Form 8-K/A dated
February 8, 2001, and December 11, 2000.

                  The   documents   referred  to  in  the   previous   paragraph
(collectively the "Disclosure  Documents") contain a complete description of the
business  of the  Company,  current  developments  affecting  the  Company,  the
management of the Company, including compensation, the principal shareholders of
the Company and risk factors involved in the purchase of Units.


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<PAGE>

                  2.2  Organization,  Qualifications  and Corporate  Power.  The
                       ---------------------------------------------------
Company is duly  incorporated,  validly  existing and in good standing under the
laws of the  state of  California  and has all  requisite  corporate  power  and
authority to own,  operate and lease its properties and to carry on its business
as the same is now being conducted. The Company is duly qualified to do business
as a foreign  corporation and is in good standing in each  jurisdiction in which
the  character  of its  properties  or the  nature of its  activities  make such
qualification  necessary except where the failure to be so qualified and in good
standing would not have a material adverse effect on its business, operations or
financial condition. The Company has the requisite corporate power and authority
to execute,  deliver and perform this  Agreement and to sell,  issue and deliver
the Units.

                  2.3  Authorization of Agreement.
                       ---------------------------

                           (a) The execution and delivery by the Company of this
Agreement,  the performance of its obligations  hereunder and the sale, issuance
and delivery of the Units have been duly authorized or ratified by all requisite
corporate  action of the Company and will not  violate any  provision  of United
States law, any order of any court or other agency of government,  the Company's
Articles of Incorporation or Bylaws or any provision of any indenture, agreement
or other  instrument to which the Company or any of its  properties or assets is
bound, or conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default  under any such  indenture,  agreement or other
instrument  or  result  in the  creation  or  imposition  of any  lien,  charge,
restriction,  claim or  encumbrance  of any  nature  whatsoever  upon any of the
properties or assets of the Company.

                           (b) The Shares have been duly  authorized  and,  when
paid for and issued in accordance with this  Agreement,  will be validly issued,
fully paid and  nonassessable  shares of common  stock of the  Company  free and
clear of all liens, charges, restrictions, claims and encumbrances imposed by or
through the Company and not subject to any pre-emptive  right of stockholders of
the Company or to any right in favor of any person.

                           (c) The  Warrants  constitute  the valid and  binding
obligation of the Company enforceable in accordance with their terms.

                  2.4 Validity.  This  Agreement has been executed and delivered
                      --------
by the Company,  and constitutes the legal,  valid and binding obligation of the
Company enforceable in accordance with its terms except as enforceability may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar  laws  affecting  creditors'  rights  generally  and  subject to general
principles of equity. No approval,  consent,  authorization,  order of or filing
with any court or governmental authority is required in connection with the sale
of the Units to the  Investor  except as may be  required  under the laws of the
jurisdictions in which the Units are offered and sold.


                                       2
<PAGE>

         3.  Representations  and  Warranties  of the  Investor.  The  Investor,
             --------------------------------------------------
knowing that the Company will rely thereon, represents to the Company that:

                  3.1 Risk  Factors.  The Investor  understands  that the Shares
offered  hereby are highly  speculative  and involve a high degree of risk.  The
Investor  acknowledges  that he or she has  carefully  reviewed and  considered,
along with other matters  referred to herein,  the risk factors set forth herein
and in the Disclosure Documents delivered to the Investor.

                  3.2 Offshore Transaction. The Investor represents and warrants
                      --------------------
to the Company that:

                           (a) the Investor is not a U.S. Person as that term is
defined in Rule 902(o) of Regulation S and is a resident of the jurisdiction set
forth on the Signature Page;

                           (b) the Units were not offered to the Investor in the
United States;

                           (c) at the time of the  execution  of this  Agreement
and the time of any offer to the Investor to purchase the Units  hereunder,  the
Investor was physically outside the United States;

                           (d) the Investor is  purchasing  the Units for his or
her own account  and not on behalf of or for the benefit of any U.S.  Person and
the sale and resale of the Units have not been  prearranged with any U.S. Person
or buyer in the United States; and

                           (e)   the Investor is  not  an  underwriter,  dealer,
distributor  or other  person who is  participating,  pursuant to a  contractual
arrangement,  in the  distribution  of the Units  offered or sold in reliance on
Regulation S.

                  3.3 Independent Investigation. The Investor in subscribing for
                      -------------------------
the Units hereunder has relied solely upon an independent  investigation made by
the Investor or his or her  representatives,  if any, and has, prior to the date
hereof been given access to and the  opportunity to speak with and ask questions
of  representatives  of the Company  and to examine  all books,  records and all
material contracts and documents of the Company. In making his or her investment
decision  to  purchase  the Units the  Investor  is not  relying  on any oral or
written representations or assurances from the Company or any other person other
than as set forth in this Agreement.

                  3.4 Economic Risk. The Investor  understands and  acknowledges
                      -------------
that an  investment  in the Units  involves  a high  degree of risk,  including,
without  limitation,  limitations on the liquidity of the Units and the Investor
is willing the accept such investment  risks.  The Investor  represents that the
Investor  is able to bear  the  economic  risk  of an  investment  in the  Units
including  a  possible  total  loss of his or her  investment.  In  making  this


                                       3
<PAGE>

statement the Investor  hereby  represents  and warrants to the Company that the
Investor has adequate  means of providing for the  Investor's  current needs and
contingencies,  can afford to hold the Units for an indefinite period, and as of
the date of signing  this  Agreement  has no present  need for  liquidity of the
Units.

                  3.5 No  Government  Recommendation  or Approval.  The Investor
                      -------------------------------------------
understands  that no United States  federal or state agency or similar agency of
any other country has reviewed, approved, passed upon or made any recommendation
or endorsement of the Company or the subscription for the Units.

                  3.6 No Directed Selling Efforts in Regard to this Transaction.
                      ---------------------------------------------------------
To the knowledge of the Investor, without any independent investigation, neither
the Company nor any person  acting for the Company has  conducted  any "directed
selling  efforts" in the United States as such term is defined in Rule 902(b) of
Regulation S, which in general,  means any activity taken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market
in the  United  States  for  any of the  Units  being  offered  in  reliance  on
Regulation S. Such activity includes, without limitation, the mailing of printed
material to Investors  residing in the United States, the holding of promotional
seminars in the United States, and the placement of advertisements with radio or
television stations broadcasting in the United States or in publications for the
general circulation in the United States that refer to the offering of the Units
in reliance on Regulation S.

                  3.7 Company's Reliance on Representations of the Investor. The
                      -----------------------------------------------------
Investor  understands that the Units are being offered and sold to him or her in
reliance upon specific  exemptions  from the  registration  requirements of U.S.
securities  laws and that the Company is relying  upon the truth and accuracy of
the representations,  warranties, agreements, acknowledgments and understandings
of the Investor set forth herein in order to determine the applicability of such
exemptions and the suitability of the Investor to acquire the Units.

                  3.8 No Public  Solicitation.  The Investor  knows of no public
                      -----------------------
solicitation  or  advertisement  of an offer  in  connection  with the  proposed
issuance and sale of the Units.

                  3.9 Investment Intent. The Investor is acquiring the Units for
                      -----------------
his or her own account (or a trust  account if such  Investor is a trustee)  for
investment  and not as a nominee  or with a view to the  resale or  distribution
thereof.  The Investor represents and warrants to the Company, as of the date of
this  Agreement,  that the Investor has no present plan or intention to sell the
Shares  in  the  United  States  at any  predetermined  time  and  has  made  no
predetermined arrangements to sell the Shares.

                  3.10  Investor  Not to Sell or Transfer  Units in Violation of
                        --------------------------------------------------------
the  Securities  Laws.  The  Investor  covenants  that  he,  she or it will  not
---------------------
knowingly  make  any  sale,  transfer  or other  disposition  of the  Shares  in
violation of the Act (including  Regulation S), the Exchange Act, any applicable

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<PAGE>

State  Acts  or the  rules  and  regulations  of  the  Securities  and  Exchange
Commission or of any state securities  commissions or similar state  authorities
promulgated under any of the foregoing.

                  3.11 Investor's Power and Authority. The Investor has the full
                       ------------------------------
power and  authority  to  execute,  deliver  and perform  this  Agreement.  This
Agreement  when executed and  delivered by the Investor will  constitute a valid
and legally  binding  obligation of the Investor  enforceable in accordance with
its terms.

                  3.12 No Tax Advice From  Company or its Agents.  The  Investor
                       -----------------------------------------
has had an opportunity to review the foreign, U.S. federal,  state and local tax
consequences  of this  investment  (and the  transactions  contemplated  by this
Agreement) with his, her or its own tax advisor.  The Investor is relying solely
on such advisors and not on any statements or  representations of the Company or
any of its agents and understands  that the Investor (and not the Company) shall
be  responsible  for the Investor's own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement.

                  3.13 No Legal Advice From Company or its Agents.  The Investor
                       ------------------------------------------
acknowledges that he, she or it has had the opportunity to review this Agreement
(and the  transactions  contemplated by this Agreement) with his, her or its own
legal  counsel.  The  Investor in relying  solely on such counsel and not on any
statements  or  representations  of the  Company  or any of its agents for legal
advice with respect to this investment or the transactions  contemplated by this
Agreement except for the representations,  warranties and covenants as set forth
herein.

                  3.14    No  Short  Sales or  Hedging  Transactions  During the
                          ------------------------------------------------------
Distribution  Compliance  Period  (as  Defined in  Regulation  S).  Neither  the
-----------------------------------------------------------------
Investor nor any of his, her or its affiliates will, directly or indirectly hold
or maintain any short position in or engage in hedging transactions with respect
to the common stock of the Company or any other securities of the Company.

         4. Indemnification
            ---------------

                  4.1  Indemnity by Investor.  The Investor  agrees to indemnify
                       ---------------------
and hold  harmless the Company and its officers and  directors  from any and all
losses  which  arise  as a  result  of  (a)  the  inaccuracy  or  breach  of any
representation  or warranty made herein by such  Investor,  or (b) any breach or
failure of the Investor to perform any of the covenants or agreements  set forth
herein.

                  4.2 Indemnification Procedure. Any indemnified party shall no
                      -------------------------
be liable under this indemnity  agreement with respect to any claim made against
an indemnified party unless such indemnifying party shall be notified in writing

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<PAGE>

of the nature of the claim within a reasonable time after the assertion thereof.
The failure to so notify such  indemnifying  party shall not relieve it from any
liability  which  it may  have  otherwise  then on  account  of  this  indemnity
agreement.  An  indemnifying  party shall be entitled to  participate at its own
expense in the defense of such claim or if it so elects within a reasonable time
after  receipt  such notice to assume the  defense of such claim  which  defense
shall be conducted by counsel  chosen by it and reasonably  satisfactory  to the
indemnified  party,  defendant or defendants  in any suit so brought;  provided,
however,  the indemnifying  party shall not be entitled to assume the defense of
such claim if such indemnified  party  reasonably  objects to such assumption on
the ground that there may be legal defenses  available to such indemnified party
different from or in addition to those available to such indemnifying  party. In
the event that the  indemnifying  party elects to assume the defense of any such
suit and retains  such counsel the  indemnified  party  defendant or  defendants
shall bear the fees and expenses of any additional counsel  thereafter  retained
by such indemnified  party.  However,  in the event that the parties to any such
action (including  impleaded parties) include the Company or controlling persons
thereof  and  the  Investor  and   representation   of  all  parties   would  be
inappropriate  due to actual or potential  differing  interests among them, then
the  Investor  shall have the right to obtain  separate  counsel and the Company
shall  reimburse  the  Investor  for the  reasonable  fees and  expenses of such
counsel.

         5. Miscellaneous
            -------------

                  5.1  Survival  of  Agreements.   All  covenants,   agreements,
                       ------------------------
representations  and  warranties  made herein shall  survive the  execution  and
delivery hereof.

                  5.2 Parties in Interest.  All  representations,  covenants and
                      -------------------
agreements  contained  in this  Agreement  by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective  heirs,  executors,
administrators,  successors  and  assigns  of  the  parties  hereto.  Except  as
otherwise  expressly  provided herein,  nothing in this Agreement is intended to
confer upon any other person any rights or remedies hereunder.

                  5.3  Notices.  All  notices,  requests,   consents  and  other
                       -------
communications  hereunder  shall be in writing and shall be delivered in person,
mailed by certified or registered mail, return receipt requested,  or telexed or
faxed to the addresses or telephone numbers set forth on the Signature Page.


                  5.4  Governing  Law. This  Agreement  shall be governed by and
                       --------------
construed in accordance with the laws of the state of California.

                  5.5  Entire Agreement. This Agreement constitutes the sole and
                       ----------------
entire agreement of the parties with respect to the subject matter hereof.

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<PAGE>


                  5.6   Counterparts.   This   Agreement   may  be  executed  in
                        ------------
counterparts,  each of which  shall be deemed an  original,  but taken  together
shall constitute one and the same instrument.

                  5.7 Amendments.  This Agreement may be amended or modified, or
                      ----------
any  provision  hereof  may be waived,  only  pursuant  to a written  instrument
executed by all of the parties hereto.

                  5.8 Severability.  If any provision of this Agreement shall be
                      ------------
declared void or unenforceable by a judicial or  administrative  authority,  the
validity  of any  other  provision  and of the  entire  Agreement  shall  not be
affected thereby.


         IN WITNESS  WHEREOF,  the parties have executed this Agreement this ___
day of September, 2001.

Investor:  (if an individual)       Investor (other than an individual investing
                                    for his own account)

    /s/ M MOORS
-----------------                   -------------------------------
(Signature)                         (Printed name of Investor)


    M. Moors
--------------------------
(Printed name of Investor)


-------------------------            By:----------------------------
(Signature of joint holder          (Signature of authorized officer
 if applicable)                              or other representative)



-----------------------------       --------------------------------
(Printed name of joint holder,      (Printed name and title of
 if applicable)                               signatory)



Investor's Permanent Address:        Investor's Telephone Number,
                                       including country code:

    REDACTED                                   REDACTED

    England

                                       7
<PAGE>

Investor's country of                Investor's fax number,
jurisdiction or citizenship:         including country code:

    British                                    REDACTED



If this  agreement is being executed  other than in the  jurisdiction  set forth
above, indicate such location:


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

Number of Purchased Units:

    500,000

Total Purchase Price:

    US $ 1 million



TELEGEN CORPORATION,
A California corporation



By:    /s/ JESSICA L STEVENS
     ---------------------------



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