EXHIBIT 10.14

          THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO
          SALE OR  DISPOSITION  OF  SUCH  SECURITIES  MAY BE  EFFECTED
          WITHOUT (i) AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATING
          THERETO,  OR (ii) AN  OPINION  OF  COUNSEL  FOR THE  HOLDER,
          REASONABLY   SATISFACTORY   TO  THE   COMPANY,   THAT   SUCH
          REGISTRATION IS NOT REQUIRED.

                               TELEGEN CORPORATION

                                   WARRANT FOR
                                  COMMON STOCK


                            Dated _____________, 1997


         This certifies that for value received:

                _________________________________________, (the "Purchaser")

or registered  assigns,  is entitled,  subject to the terms set forth herein, to
purchase from TELEGEN CORPORATION,  a California corporation (the "Company"), up
to _______ fully paid and  non-assessable  shares of the Company's Common Stock,
without par value, at the price of $2.25 per share.  The initial  purchase price
of $2.25 per share, and the number of shares purchasable hereunder,  are subject
to  adjustment  in certain  events,  all as more fully set forth under Section 4
herein.

1.       Definitions

         "Commission" means the Securities and Exchange Commission, or any other
federal agency then administering the Securities Act and the Securities Exchange
Act of 1934.

         "Common Stock" means the Company's  Common Stock,  any stock into which
such  stock  shall  have  been   changed  or  any  stock   resulting   from  any
reclassification  of such stock,  and any other  capital stock of the Company of
any class or series  now or  hereafter  authorized  having the right to share in
distributions  either of earnings or assets of the Company  without  limit as to
amount or percentage.

         "Company" means Telegen Corporation, a California corporation,  and any
successor corporation.

         "Exercise  Period"  means the period  commencing on the date hereof and
terminating  at the  earliest  to occur of: (i) 5:00 p.m.,  Pacific  Time on the
fourth anniversary of the date hereof, or (ii) the time immediately prior to the
closing of (x) a merger or  consolidation  of the Company  with or into  another
entity in which the shareholders of the Company  immediately  before such merger
or consolidation own less than a majority of the surviving or resulting entity's
outstanding  voting  stock  immediately  thereafter,  or  (iii) a sale of all or
substantially all of the Company's assets.



<PAGE>



         "Exercise Price" means the price per share of Common Stock set forth in
the preamble  paragraph to this Warrant,  as such price may be adjusted pursuant
to Section 4 hereof.

         "Fair Market  Value"  means the closing sale price or if not  available
then the closing bid price on a given trading day of the Company's  Common Stock
as  reported  on the  Nasdaq  SmallCap  Market  under the  symbol  TLGN or other
national  exchange,  including the elctronic  bulletin board or as determined by
the Company's Board of Directors in good faith, as applicable.

         "Holder"  means the person in whose name this Warrant is  registered on
the books of the Company maintained for such purpose.

         "Person"  means and includes  natural  persons,  corporations,  limited
partnerships,  general  partnerships,  joint stock  companies,  joint  ventures,
associations,  companies,  trusts, banks, trust companies, land trusts, business
trusts, government entities and authorities and other organizations,  whether or
not legal entities.

         "Principal  Executive Office" means the Company's office at 101 Saginaw
Drive,  Redwood City,  California  94063,  or such other office as designated in
writing to the Holder by the Company.

         "Rule 144" means Rule 144 as promulgated  by the  Commission  under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
successor rule that the Commission may promulgate.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
promulgated thereunder, all as the same shall be in effect from time to time.

         "Shareholder" means a holder of one or more Warrant Shares or shares of
Common Stock acquired upon conversion of Warrant Shares.

         "Warrant"  means this Warrant and all warrants  issued upon the partial
exercise,  transfer or division of or in  substitution  for this  Warrant or any
such warrant.

         "Warrant  Shares"  means the shares of Common Stock  issuable  upon the
exercise of this Warrant, provided that if under the terms hereof there shall be
a change such that the securities  purchasable  hereunder  shall be issued by an
entity other than the Company or there shall be a change in the type or class of
securities  purchasable  hereunder,  then the  term  shall  mean the  securities
issuable upon the exercise of the rights granted hereunder.

2.       Exercise

         2.1 Exercise Right; Manner of Exercise. The purchase rights represented
by this Warrant may be exercised by the Holder, in whole or in part, at any time
and from time to time  during the  Exercise  Period upon (i)  surrender  of this
Warrant, together with an executed Notice of Exercise, substantially in the form
of  Exhibit A attached  hereto,  at the  Principal  Executive  Office,  and (ii)
payment to the Company of the aggregate Exercise Price for the number of Warrant
Shares specified

                                       -2-

<PAGE>



in the Notice of Exercise (such  aggregate  Exercise  Price the "Total  Exercise
Price").  The  Total  Exercise  Price  shall be paid by  check.  The  Person  or
Person(s) in whose name(s) any  certificate(s)  representing  the Warrant Shares
which are issuable  upon  exercise of this Warrant shall be deemed to become the
holder(s) of, and shall be treated for all purposes as the record  holder(s) of,
such  Warrant  Shares,  and such  Warrant  Shares  shall be  deemed to have been
issued,  immediately  prior to the close of  business  on the date on which this
Warrant and Notice of Exercise are  presented  and payment made for such Warrant
Shares,  notwithstanding that the stock transfer books of the Company shall then
be closed or that  certificates  representing such Warrant Shares shall not then
be actually delivered to such Person or Person(s).  Certificates for the Warrant
Shares so purchased  shall be delivered to the Holder within a reasonable  time.
If this Warrant is exercised in part only, the Company shall,  upon surrender of
this  Warrant for  cancellation,  deliver the  certificate(s)  representing  the
Warrant Shares and a new Warrant evidencing the rights of the Holder to purchase
the  balance  of the  Warrant  Shares  which  Holder  is  entitled  to  purchase
hereunder. The issuance of Warrant Shares upon exercise of this Warrant shall be
made without charge to the Holder for any issuance tax (as opposed to any income
tax on the Holder with respect to such  issuance)  with  respect  thereto or any
other cost  incurred  by the  Company in  connection  with the  exercise of this
Warrant and the related issuance of Warrant Shares.

         2.2      Net Exercise.
<TABLE>
                  (a) Right to Convert.  In addition  to, and without  limiting,
the other rights of the Holder  hereunder,  the Holder shall have the right (the
"Conversion  Right") to convert  this  Warrant or any part hereof  into  Warrant
Shares at any time and from time to time during the term hereof.  Upon  exercise
of the  Conversion  Right with respect to a particular  number of Warrant Shares
(the  "Converted  Warrant  Shares"),  the Company  shall  deliver to the Holder,
without  payment  by the  Holder  of any  Exercise  Price  or any  cash or other
consideration,  that  number of  Warrant  Shares  computed  using the  following
formula:

                           X=  B-A
                              ------
                                Y
<CAPTION>
<S>               <C>
Where:   X=       The number of Warrant Shares to be issued to the Holder

         Y=       The Fair Market Value of one Warrant Share as of the Conversion Date

         B=       The Aggregate Fair Market Value (i.e., Fair Market Value x Converted
                  Warrant Shares)

         A=       The Aggregate Exercise Price (i.e., Exercise Price x Converted Warrant
                  Shares)
</TABLE>

                  (b) Method of Exercise.  The Conversion Right may be exercised
by the  Holder by the  surrender  of this  Warrant  at the  Principal  Executive
Office, together with a Notice of Exercise specifying that the Holder intends to
exercise the Conversion  Right and indicating the number of Warrant Shares to be
acquired  upon  exercise  of the  Conversion  Right.  Such  conversion  shall be
effective upon the Company's  receipt of this Warrant,  together with the Notice
of Exercise, or on

                                       -3-

<PAGE>



such later date as is specified in the  Conversion  Statement  (the  "Conversion
Date").  Certificates  for the Warrant  Shares so acquired shall be delivered to
the Holder within a reasonable  time. If  applicable,  the Company  shall,  upon
surrender of this Warrant for cancellation, deliver a new Warrant evidencing the
rights of the Holder to purchase the balance of the Warrant  Shares which Holder
is entitled to purchase hereunder.  The issuance of Warrant Shares upon exercise
of this Warrant shall be made without  charge to the Holder for any issuance tax
(as opposed to any income tax on the Holder) with  respect  thereto or any other
cost incurred by the Company in connection  with the  conversion of this Warrant
and the related issuance of Warrant Shares.

         2.3 Fractional Shares. The Company shall not issue fractional shares of
Common  Stock  upon  any  exercise  or  conversion  of this  Warrant.  As to any
fractional share of Common Stock which the Holder would otherwise be entitled to
purchase from the Company upon such  exercise,  the Company shall  purchase from
the Holder such  fractional  share at a price equal to an amount  calculated  by
multiplying such fractional share (calculated to the nearest 1/100th of a share)
by the Fair Market Value of a share of Common Stock on the date of the Notice of
Exercise or the Conversion Date, as applicable.  Payment of such amount shall be
made in cash or by  check  payable  to the  order of the  Holder  at the time of
delivery  of any  certificate  or  certificates  arising  upon such  exercise or
conversion.

3.       Warrant Records and Transfer

         3.1  Maintenance  of  Record  Books.  The  Company  shall  keep  at the
Principal  Executive  Office a  record  in  which,  subject  to such  reasonable
regulations  as it may  prescribe,  it shall  provide for the  registration  and
transfer of this Warrant. The Company and any Company agent may treat the Person
in whose name this  Warrant is  registered  as the owner of this Warrant for all
purposes  whatsoever  and neither  the  Company  nor any Company  agent shall be
affected by any notice to the contrary.

         3.2 Restrictions on Transfers.

                  (a)  Compliance  with  Securities  Act.  Upon exercise of this
Warrant,  and unless a  registration  statement  covering  the  issuance  of the
underlying Common Stock is on file with the Commission and currently  effective,
the Holder shall confirm in writing,  by executing  the form attached  hereto as
Exhibit B, that the shares of Common Stock purchased  thereby are being acquired
for investment, solely for the Holder's own account and not as a nominee for any
other Person, and not with a view toward distribution or resale.

                  (b) Certificate  Legends.  This Warrant,  all shares of Common
Stock  issued  upon  exercise  of this  Warrant  (unless  registered  under  the
Securities  Act),  shall be stamped or imprinted with a legend in  substantially
the  following  form (in addition to any legends  required by  applicable  state
securities laws):

          THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO
          SALE OR  DISPOSITION  OF  SUCH  SECURITIES  MAY BE  EFFECTED
          WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATING

                                       -4-

<PAGE>



          THERETO,  OR (ii) AN  OPINION  OF  COUNSEL  FOR THE  HOLDER,
          REASONABLY   SATISFACTORY   TO  THE   COMPANY,   THAT   SUCH
          REGISTRATION IS NOT REQUIRED.

                  (c)  Disposition  of Warrant or  Shares.  With  respect to any
offer,  sale or other  disposition of this Warrant or any shares of Common Stock
issued upon exercise of this Warrant prior to registration  under the Securities
Act of such shares, the Holder or the Shareholder, as the case may be, agrees to
give  written  notice to the  Company  prior  thereto,  describing  briefly  the
circumstances  thereof,  together  with a written  opinion  of the  Holder's  or
Shareholder's  counsel, to the effect that such offer, sale or other disposition
may be effected without  registration  under the Securities Act or qualification
under any applicable  state  securities laws of this Warrant or such shares,  as
the  case may be,  and  indicating  whether  or not  under  the  Securities  Act
certificates for this Warrant or such shares,  as the case may be, to be sold or
otherwise   disposed  of  require  any  restrictive   legend  as  to  applicable
restrictions  on   transferability  in  order  to  insure  compliance  with  the
Securities  Act.  Promptly upon  receiving  such written  notice and  reasonably
satisfactory opinion, if so requested,  the Company, as promptly as practicable,
shall notify the Holder or the Shareholder, as the case may be, that it may sell
or otherwise  dispose of this Warrant or such shares, as the case may be, all in
accordance  with  the  terms  of  the  notice  delivered  to the  Company.  If a
determination  has been made pursuant to this Section 3.2(c) that the opinion of
counsel for the Holder or the Shareholder, as the case may be, is not reasonably
satisfactory  to the  Company,  the  Company  shall so notify  the Holder or the
Shareholder, as the case may be, promptly after such determination has been made
and  shall  specify  the  legal  analysis   supporting   any  such   conclusion.
Notwithstanding the foregoing,  this Warrant or such shares, as the case may be,
may be  offered,  sold or  otherwise  disposed of in  accordance  with Rule 144,
provided that the Company shall have been furnished with such information as the
Company  may  reasonable  request  to  provide  reasonable  assurance  that  the
provisions of Rule 144 have been satisfied.  Each certificate  representing this
Warrant or the shares thus transferred  (except a transfer pursuant to Rule 144)
shall bear a legend as to the  applicable  restrictions  on  transferability  in
order to insure  compliance  with the  Securities  Act,  unless in the aforesaid
reasonably satisfactory opinion of counsel for the Holder or the Shareholder, as
the case may be, such legend is not necessary in order to insure compliance with
the  Securities  Act. The Company may issue stop  transfer  instructions  to its
transfer agent in connection with such restrictions.

                  (d) Warrant Transfer Procedure.  Transfer of this Warrant to a
third party, following compliance with the preceding subsections of this Section
3.2,  shall be effected by execution of the Assignment  Form attached  hereto as
Exhibit C, and  surrender of this  Warrant at the  Principal  Executive  Office,
together with funds sufficient to pay any applicable  transfer tax. Upon receipt
of the duly executed  Assignment  Form and the necessary  transfer tax funds, if
any, the Company, at its expense,  shall execute and deliver, in the name of the
designated transferee or transferees,  one or more new Warrants representing the
right to purchase a like aggregate number of shares of Common Stock.

                  (e)  Termination of  Restrictions.  The  restrictions  imposed
under this Section 3.2 upon the transferability of the Warrant and the shares of
Common Stock  acquired  upon the  exercise of this Warrant  shall cease (i) with
respect to the Common Shares  acquired  pursuant to the exercise of this Warrant
only,  if a  registration  statement  covering  the shares of Common Stock to be
issued

                                       -5-

<PAGE>



effective under the Securities Act at the time of such exercise,  or (ii) if the
Company is presented with an opinion of counsel  reasonably  satisfactory to the
Company  that  such  restrictions  are no  longer  required  in order to  insure
compliance  with  the  Securities  Act,  or  (iii)  if  such  securities  may be
transferred in accordance with Rule 144(k).  When such  restrictions  terminate,
the Company shall, or shall instruct its transfer agent to, promptly and without
expense  to the  Holder  or the  Shareholder,  as the  case  may be,  issue  new
securities in the name of the Holder and/or the Shareholder, as the case may be,
not bearing  the  legends  required  under  Section  3.2(b).  In  addition,  new
securities  shall be issued without such legends if such legends may be properly
removed under the terms of Rule 144(k).

4.       Antidilution Provisions

         4.1   Reorganization,   Reclassification  or  Recapitalization  of  the
Company.  In  case  of  (i)  a  capital   reorganization,   reclassification  or
recapitalization  of the  Company's  capital  stock  (other  than  in the  cases
referred to in of Section  4.4  hereof),  (ii) the  Company's  consolidation  or
merger  with or  into  another  corporation  in  which  the  Company  is not the
surviving  entity,  or a reverse  triangular  merger in which the Company is the
surviving  entity  but the shares of the  Company's  capital  stock  outstanding
immediately  prior to the merger are  converted,  by virtue of the merger,  into
other property,  whether in the form of securities,  cash or otherwise, or (iii)
the sale or transfer of the Company's  property as an entirety or  substantially
as  an  entirety,   then,  as  part  of  such  reorganization,   reorganization,
recapitalization,  merger,  consolidation,  sale or transfer,  lawful  provision
shall be made so that there shall thereafter be deliverable upon the exercise of
this Warrant or any portion  thereof (in lieu of or in addition to the number of
shares of Common Stock  theretofore  deliverable,  as appropriate),  and without
payment of any additional consideration,  the number of shares of stock or other
securities  or  property  to which the  holder of the number of shares of Common
Stock which would  otherwise  have been  deliverable  upon the  exercise of this
Warrant  or  any   portion   thereof   at  the  time  of  such   reorganization,
reclassification,  recapitalization,  consolidation,  merger,  sale or  transfer
would have been  entitled to receive in such  reorganization,  reclassification,
recapitalization,  consolidation,  merger,  sale or  transfer.  This Section 4.1
shall apply to successive reorganizations, reclassifications, recapitalizations,
consolidations,  mergers,  sales and transfers and to the stock or securities of
any other  corporation that are at the time receivable upon the exercise of this
Warrant.  If the  per-share  consideration  payable  to the Holder for shares of
Common Stock in connection with any transaction described in this Section 4.1 is
in a form  other  than  cash or  marketable  securities,  then the value of such
consideration  shall  be  determined  in good  faith by the  Company's  Board of
Directors.

         4.2 Splits and Combinations.  If the Company at any time subdivides any
of its outstanding  shares of Common Stock into a greater number of shares,  the
Exercise  Price  in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  and,  conversely if the outstanding  shares of Common
Stock are combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately  increased.  Upon
any  adjustment  of the  Exercise  Price under this  Section  4.2, the number of
shares of Common Stock  issuable  upon  exercise of this Warrant shall equal the
number of shares determined by dividing (i) the aggregate Exercise Price payable
for  the  purchase  of  all  shares  issuable  upon  exercise  of  this  Warrant
immediately  prior to such  adjustment  by (ii) the Exercise  Price per share in
effect immediately after such adjustment.

                                       -6-

<PAGE>



         4.3 Reclassifications.  If the Company changes any of the securities as
to which  purchase  rights under this Warrant exist into the same or a different
number  of  securities  of any  other  class  or  classes,  this  Warrant  shall
thereafter  represent the right to acquire such number and kind of securities as
would  have been  issuable  as the  result of such  change  with  respect to the
securities  that  were  subject  to  the  purchase  rights  under  this  Warrant
immediately  prior to such  reclassification  or other  change and the  Exercise
Price  therefor shall be  appropriately  adjusted.  No adjustment  shall be made
pursuant  to this  Section  4.3 upon any  conversion  described  in Section  4.1
hereof.

         4.4 Liquidation;  Dissolution. If the Company shall dissolve, liquidate
or wind up its affairs, the Holder shall have the right, but not the obligation,
to  exercise  this  Warrant  effective  as of  the  date  of  such  dissolution,
liquidation  or winding up. If any such  dissolution,  liquidation or winding up
results  in any cash  distribution  to the  Holder in  excess  of the  aggregate
Exercise  Price for the  shares  of Common  Stock  for  which  this  Warrant  is
exercised,  then the Holder may, at its option,  exercise  this Warrant  without
making payment of such  aggregate  Exercise Price and, in such case, the Company
shall, upon distribution to the Holder,  consider such aggregate  Exercise Price
to have been paid in full,  and in making such  settlement to the Holder,  shall
deduct an amount equal to such aggregate  Exercise Price from the amount payable
to the Holder.

5.       Company's Call Option

         At any time (i) after two years from the date this Warrant is issued to
the Purchaser,  and (ii) while if the Fair Market Value of the Company's  Common
Stock is $5.00 or greater,  the Company  shall have a call option to  repurchase
the Warrant from the  Purchaser  at a purchase  price equal to (i) the number of
shares  represented  by the  portion  of the  Warrant  to which the  Company  is
exercising  its call option  multiplied  by (ii) the Fair Market Value minus the
Exericise Price (the "Call Option").  In exercising its Call Option, the Company
shall provide the Purchaser ten (10) days prior written  notice stating that the
Company intends to exercise its Call Option for a certain portion of the Warrant
and all other warrants issued pursuant to the issuance of the Company's Series B
Preferred  Stock on a pro-rata  basis.  Such notice shall  designate the date of
exercise (the "Call  Exercise  Date") for the Call Option and the purchase price
calculation which shall be made by using the Fair Market Value at the end of the
NASDAQ trading day on such date.  The Purchaser must return the Warrant,  or any
unexercised  fraction thereof, to the Company within five (5) days from the Call
Exercise  Date.  As soon as  practicable  upon receipt of the Warrant (but in no
case  more  than  five (5) days  thereafter),  the  Company  will send (i) a new
Warrant,  if applicable,  of like tenor for the number of shares of Common Stock
remaining,  if any, after  exercise by the Company of the Call Option,  and (ii)
funds equal to an amount  determined  using the formula stated in this Section 5
by a check,  sent to the address of the  Purchaser,  as listed on the  Company's
records. After the Call Exercise Date the holder of this Warrant shall only have
the right to receive the  consideration  described in the prior sentence and the
portion of the Warrant so called shall be deemed terminated on the Call Exercise
Date.

6.       Miscellaneous

         6.1 Holder Not a Shareholder.  Prior to the exercise of this Warrant as
hereinbefore  provided, the Holder shall not be entitled to any of the rights of
a  shareholder  of the Company  including,  without  limitation,  the right as a
shareholder (i) to vote on or consent to any proposed

                                       -7-

<PAGE>



action  of  the  Company  or  (ii)  to  receive  (x)   dividends  or  any  other
distributions  made to  shareholders,  (y) notice of or attend any  meetings  of
shareholders  of the  Company,  or (z)  notice of any other  proceedings  of the
Company.

         6.2 Enforcement Costs. If any party to, or beneficiary of, this Warrant
seeks to enforce its rights  hereunder by legal  proceedings or otherwise,  then
the non-prevailing party shall pay all reasonable costs and expenses incurred by
the prevailing party, including,  without limitation,  all reasonable attorneys'
fees (including the allocable costs of in-house counsel).

         6.3 Nonwaiver;  Cumulative Remedies.  No course of dealing or any delay
or failure to exercise any right  hereunder on the part of the Holder and/or any
Shareholder  shall operate as a waiver of such right or otherwise  prejudice the
rights,  powers or  remedies  of the  Holder or such  Shareholder.  No single or
partial  waiver by the Holder  and/or any  Shareholder  of any provision of this
Warrant or of any breach or default  hereunder  or of any right or remedy  shall
operate as a waiver of any other provision,  breach,  default right or remedy or
of the same provision,  breach,  default,  right or remedy on a future occasion.
The rights and  remedies  provided  in this  Warrant are  cumulative  and are in
addition to all rights and remedies  which the Holder and each  Shareholder  may
have in law or in equity or by statute or otherwise.

         6.4 Notices. Any notice,  request, or other communications  required or
permitted hereunder shall be in writing and shall deemed to have been duly given
if sent by  facsimile,  or mailed  by  registered  or  certified  mail,  postage
prepaid, or by recognized overnight courier or personal delivery,  addressed (a)
if to the Holder or a Shareholder,  to it at the last known address appearing on
the books of the Company maintained for such purpose,  or (b) if to the Company,
to it at 101 Saginaw Drive,  Redwood City,  California 94063,  attention:  Chief
Executive Officer,  telephone (650) 261-9400,  facsimile (650) 261-9468,  with a
copy  (which will not  constitute  notice) to Thomas C.  DeFilipps,  Esq.,Wilson
Sonsini  Goodrich & Rosati,  650 Page Mill Road,  Palo Alto,  California  94304,
telephone  (650) 493-9300,  facsimile  (650)  493-6811.  Any party hereto may by
notice so given change its address for future notice hereunder. All such notices
will be deemed to have been given (i) upon confirmation of delivery,  if sent by
facsimile,  (ii) three days after  deposit in the U.S.  mails (as  determined by
reference to the postmark),  if sent by mail, or (iii) upon delivery, if sent by
courier or personal delivery.

         6.5  Successors  and Assigns.  This Warrant shall be binding upon,  the
Company  and any Person  succeeding  the  Company by  merger,  consolidation  or
acquisition of all or substantially all of the Company's assets,  and all of the
obligations  of the Company with respect to the shares of Common Stock  issuable
upon  exercise of this  Warrant,  shall  survive  the  exercise,  expiration  or
termination  of this  Warrant and all of the  covenants  and  agreements  of the
Company  shall inure to the benefit of the Holder,  each  Shareholder  and their
respective successors and assigns.

         6.6      Severability.

                  (a) If, in any  action  before  any  court or  agency  legally
empowered to enforce any term, any term is found to be unenforceable,  then such
term shall be deemed modified to the extent  necessary to make it enforceable by
such court or agency.


                                       -8-

<PAGE>



                  (b) If any term is not curable as set forth in subsection  (a)
above, the  unenforceability  of such term shall not affect the other provisions
of this  Warrant but this Warrant  shall be  construed as if such  unenforceable
term had never been contained herein.

         6.7  Integration.  This Warrant was initially  issued  pursuant to that
certain Series B Preferred  Stock  Subscription  Agreement among the Company and
the  Holder  hereof,  entered  inot  of  even  date  herein  (the  "Subscription
Agreement").  The  Subscription  Agreement and the other documents  entered into
pursuant theret,  including,  without limitation,  this Warrant,  constitute the
full and entire  understanding  and  agreement  between the  parties  hereto and
thereto with regard to the subject matter hereof and thereof,  and supersede any
prior or contemporaneous  understandings,  agreements or representations between
them that relate to the subject matter hereof or thereof.

         6.8 Waiver and Amendment. Any provision of this Warrant may be amended,
waived, modified or verified, including by way of settlements or otherwise, upon
the   written   consent  of  the   Company   and  the  holders  of  at  least  a
Majority-in-Interest  of all then  outstanding  Warrants  issued pursuant to the
Subscription Agreement.

         6.9 Governing  Law. This Warrant shall be governed by, and construed in
accordance  with,  the laws of the State of  California  applicable to contracts
entered  into  and  to be  performed  wholly  within  California  by  California
residents.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly authorized officer on ________________, 1997.


                               TELEGEN CORPORATION



                               By: _____________________________________________


                               Name: ___________________________________________


                               Title: __________________________________________



                                       -9-

<PAGE>



                              SCHEDULE OF EXHIBITS


EXHIBIT A         -       Notice of Exercise (Section 2.1)

EXHIBIT B         -       Investment Representation Certificate (Section 3.2(a))

EXHIBIT C         -       Assignment Form (Section 3.2(d))





<PAGE>




                                    EXHIBIT A

                             Notice of Exercise Form

                    (To be executed only upon partial or full
                        exercise of the attached Warrant)


         The  undersigned  registered  Holder  of the  attached  Warrant  hereby
irrevocably  exercises the attached  Warrant for and purchases  shares of Common
Stock of Telegen Corporation and herewith:

         (i)      makes payment therefor in the amount of $____________________,
all at the  price  and on the terms and  conditions  specified  in the  attached
Warrant; or

         (ii)     makes a net exercise election.

         [Please circle either item (i) or item (ii)]

         The undersigned requests that a certificate (or _________  certificates
in  denominations  of ________ shares) for the shares of Common Stock of Telegen
Corporation  hereby  purchased be issued in the name of and delivered to (circle
one)  (a)  the   undersigned  or  (b)   __________________,   whose  address  is
_____________________________________________________________   and,   if   such
shares of Common Stock shall not include all the shares of Common Stock issuable
as provided in the  attached  Warrant,  that a new Warrant of like tenor for the
number of shares of Common  Stock of  Telegen  Corporation  not being  purchased
hereunder  be  issued  in the  name of and  delivered  to  (circle  one) (a) the
undersigned     or     (b)      ________________________,      whose     address
is_________________________________________________________.


Dated: ___________________________ , 199__

Signature Guaranteed              ______________________________________________

                                  ______________________________________________

                                  By: __________________________________________
                                       (Signature of Registered Holder)

                                  Title: _______________________________________

NOTICE:           The signature to this Notice of Exercise must  correspond with
                  the name as written upon the face of the  attached  Warrant in
                  every  particular,  without  alteration or  enlargement or any
                  change whatever.



<PAGE>



                                    EXHIBIT B

                      Investment Representation Certificate


Purchaser:      ________________________________________________________________

Company:        Telegen Corporation, a California corporation

Security:       Common Stock

Amount:         ________________________________________________________________

Date:           ________________________________________________________________
 
         In connection  with the purchase of the  above-listed  securities  (the
"Securities"),  the undersigned (the  "Purchaser")  represents to the Company as
follows:

         (a) The  Purchaser  is  aware of the  Company's  business  affairs  and
financial condition,  and has acquired sufficient  information about the Company
to reach an informed and knowledgeable  decision to acquire the Securities.  The
Purchaser  is  purchasing  the  Securities  for its own account  for  investment
purposes only and not with a view to, or for the resale in connection  with, any
"distribution"  thereof for purposes of the  Securities  Act of 1933, as amended
(the "Securities Act");

         (b) The Purchaser  understands  that the  Securities  may have not been
registered  under the  Securities  Act in  reliance  upon a  specific  exemption
therefor, which exemption depends upon, among other things, the bona fide nature
of the Purchaser's  investment  intent as expressed  herein. In this connection,
the  Purchaser  understands  that,  in the view of the  Securities  and Exchange
Commission  (the  "Commission"),  the statutory  basis for such exemption may be
unavailable  if the  Purchaser's  representation  was  predicated  solely upon a
present  intention to hold these Securities for the minimum capital gains period
specified  under tax statutes,  for a deferred sale, for or until an increase or
decrease in the market price of the  Securities,  or for a period of one year or
any other fixed period in the future;

         (c) The Purchaser further  understands that the Securities must be held
indefinitely unless  subsequently  registered under the Securities Act or unless
an  exemption  from  registration  is  otherwise  available.  In  addition,  the
Purchaser  understands  that the  certificate  evidencing the Securities will be
imprinted with the legend  referred to in the Warrant under which the Securities
are being purchased unless there exists an effective  registration statement for
such securities;

         (d) The Purchaser is aware of the  provisions of Rule 144,  promulgated
under the Securities Act,  which, in substance,  permit limited public resale of
"restricted  securities"  acquired,  directly  or  indirectly,  from the  issuer
thereof (or from an affiliate of such issuer),  in a non-public offering subject
to the satisfaction of certain conditions, if applicable, including, among other
things:  (i) the availability of certain public  information  about the Company;
(ii) the  resale  occurring  not less  than one (1) year  after  the  party  has
purchased  and paid for the  securities  to be sold;  (iii) the sale  being made
through a broker in an unsolicited  "broker's  transaction"  or in  transactions
directly  with a market  maker (as said  term is  defined  under the  Securities
Exchange Act of 1934) and the amount


<PAGE>



of  securities  being sold  during any  three-month  period  not  exceeding  the
specified limitations stated therein;

         (e) The  Purchaser  further  understands  that at the time it wishes to
sell the  Securities  there may be no public  market  upon  which to make such a
sale, and that, even if such a public market upon which to make such a sale then
exists,  the  Company  may not be  satisfying  the  current  public  information
requirements  of Rule  144,  and  that,  in such  event,  the  Purchaser  may be
precluded  from  selling  the  Securities  under  Rule 144 even if the  one-year
minimum holding period had been satisfied; and

         (f) The  Purchaser  further  understands  that in the  event all of the
requirements  of Rule 144 are not satisfied,  registration  under the Securities
Act, compliance with Regulation A, or some other registration  exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
staff of the Commission has expressed its opinion that persons proposing to sell
private placement  securities other than in a registered  offering and otherwise
than  pursuant  to  Rule  144  will  have  a  substantial  burden  of  proof  in
establishing that an exemption from registration is available for such offers or
sales,  and that such persons and their  respective  brokers who  participate in
such transactions do so at their own risk.

Date: ______________________________, 199__

                                   PURCHASER:


                                   _____________________________________________





                                       -2-

<PAGE>


                                    EXHIBIT C

                                 Assignment Form

        (To be executed only upon the assignment of the attached Warrant)


         FOR VALUE RECEIVED,  the undersigned  registered Holder of the attached
Warrant hereby sells, assigns and transfers unto ______________________________,
whose          address         is          _____________________________________
_____________________________________ all of the rights of the undersigned under
the attached Warrant, with respect to  _________________________________  shares
of Common Stock of Telegen Corporation and, if such shares of Common Stock shall
not include all the shares of Common Stock  issuable as provided in the attached
Warrant,  that a new  Warrant  of like  tenor for the number of shares of Common
Stock of Telegen  Corporation not being  transferred  hereunder be issued in the
name of and delivered to the undersigned, and does hereby irrevocably constitute
and appoint ______________________________ attorney to register such transfer on
the books of Telegen Corporation  maintained for the purpose, with full power of
substitution in the premises.

Dated: _____________________, 199__

Signature Guaranteed              ______________________________________________

                                  ______________________________________________

                                  By: __________________________________________
                                       (Signature of Registered Holder)

                                  Title: _______________________________________

NOTICE:  The signature to this Assignment must correspond with the name upon the
         face of the attached Warrant in every particular, without alteration or
         enlargement or any change whatever.