EXHIBIT 2.2


                            ASSET PURCHASE AGREEMENT


                  THIS ASSET PURCHASE  AGREEMENT (this  "Agreement") is made and
entered into as of April 1, 1998, by and among Telegen Corporation, a California
corporation  ("Telegen"),   Telegen  Communications  Corporation,  a  California
corporation  and wholly owned  subsidiary  of Telegen  (individually  "TCC" and,
together  with  Telegen,   "Selling  Parties"),  and  SynerCom  Inc.,  a  Nevada
corporation ("Purchaser"), with reference to the following:

                                    RECITALS

                  A. TCC is in the business of manufacturing, selling, marketing
and  distributing  electronic   telecommunication  products  including,  without
limitation, the "International Dialer," "ACS2010,"  "TeleblockerPlus(TM),"  "Net
Timer," "Unique Ringer,"  "ACS2100," and "Multi-Line  Dialer"  (collectively the
"TCC Business").

                  B. Selling Parties and Purchaser have entered into a letter of
intent dated February 25, 1998 (the "LOI"), pursuant to which the parties stated
the intent of Selling  Parties to sell, and the intent of Purchaser to purchase,
certain  property  related to the TCC Business,  subject to the  negotiation and
execution of a definitive agreement between the parties.

                  C.  Purchaser has paid to Telegen the sum of Three Hundred and
Twenty Thousand  Dollars  ($320,000) in the manner described in Section 2(a)(i),
which sum Telegen shall apply to the Purchase Price (as defined in Section 2(a))
if the transactions contemplated by this Agreement are consummated.

                  D. Purchaser  desires to purchase,  and Selling Parties desire
to sell,  substantially all of the assets and rights of Selling Parties relating
to the  ownership and operation of the TCC Business in exchange for the Purchase
Price, all on the terms and conditions set forth herein.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the foregoing premises and
the  mutual  covenants  set  forth  below,  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:

                  1. Sale and Purchase of Assets; Assumption of Liabilities.

                           (a) Sale of Assets.

                  Upon  the  terms  and  subject  to  the   conditions  of  this
Agreement,  at the Closing (as  defined  below) on the Closing  Date (as defined
below),  Selling  Parties shall sell,  convey,  transfer,  assign and deliver to
Purchaser,  and Purchaser  shall purchase from Selling Parties all of the right,
title and  interest  of Selling  Parties  in and to the  Assets  (as  defined in
Section 1(b)),  free and clear of any and all debts,  liabilities,  obligations,
taxes,  security interests,  liens,  pledges,  charges and encumbrances of every
kind (collectively,  "Liens"),  except for the Assumed Liabilities as defined in
Section 1(d) herein.


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                           (b) Assets Defined.

                  The assets to be  conveyed  to  Purchaser  shall  include  all
personal tangible and intangible assets,  properties,  rights and business owned
by  Selling  Parties  of  whatever  description  that  relate  in any way to the
ownership,  use or operation of the TCC  Business,  except  assets  specifically
excluded pursuant to Section 1(c) hereof,  but including all property and rights
acquired  or  obtained  by either of the  Selling  Parties  from the date hereof
through  the  Closing  that  relate  to the  TCC  Business,  (collectively,  the
"Assets"). Such Assets shall include, without limitation:

                                    (i) Fixed Assets.

                  All fixed  assets and  tangible  personal  property of Selling
Parties useful in the TCC Business,  including,  without limitation,  furniture,
office equipment,  machinery, tools, supplies,  computer equipment,  telephones,
test equipment,  tools,  manufacturing equipment,  inventory handling equipment,
fixtures and other fixed assets  (collectively,  the "Fixed Assets").  A list of
Fixed Assets  having a net book value in excess of Five Hundred  Dollars  ($500)
shall be prepared by Selling Parties, approved by Purchaser, and attached hereto
as Schedule  1(b)(i)  prior to the Closing.  All Fixed Assets are located at (A)
101 Saginaw Drive,  Redwood City,  California  94063 (the  "Premises"),  (B) the
residence and business premises of Eldon Saterfield in Gardnerville, Nevada, and
(C) the business premises of Crystal Fields in Hong Kong.

                                    (ii) Inventory.

                  All of Selling  Parties'  inventories of raw material,  stock,
work-in-process,  spare parts,  supplies and finished products used and produced
in connection with the TCC Business  (collectively,  the  "Inventory").  Selling
Parties and Purchaser agree that  immediately  prior to the Closing,  a physical
inventory will be taken jointly and the actual inventory  purchased by Purchaser
shall  be  based  thereon.  A list of the  Inventory  being  purchased  shall be
prepared by Selling  Parties,  approved by  Purchaser,  and  attached  hereto as
Schedule 1(b)(ii) prior to the Closing.

                                    (iii) Accounts Receivable.

                  All of Selling Parties' notes receivable, accounts receivable,
security deposits,  deposits by customers and unbilled receivables in connection
with the TCC Business (collectively,  the "Accounts Receivable"),  including all
interest due and payable on such receivables.  A list of the Accounts Receivable
shall be prepared by Selling Parties, approved by Purchaser, and attached hereto
as Schedule 1(b)(iii) prior to the Closing.

                                    (iv) Contracts.

                  All  leases,  agreements,   contracts,  instruments,  security
interests,  guaranties,  and  other  similar  arrangements,  and all of  Selling
Parties'  rights  therein,  relating  to the  TCC  Business  (collectively,  the
"Assigned  Contracts").  A list of the Assigned  Contracts  shall be prepared by
Selling Parties, approved by Purchaser, and attached hereto as Schedule 1(b)(iv)
prior to the Closing.


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<PAGE>

                                    (v) Intangible Property; Intellectual
                                        Property.

                  All intangible  property of Selling  Parties useful in the TCC
Business,  including,  without  limitation,  all of Selling  Parties' claims and
rights under trade secrets, issued patents (including,  without limitation, U.S.
Patent No. 5,590,182,  dated December 31, 1996), patent rights,  applications to
patent, trademarks,  registered trademarks (including,  without limitation, U.S.
Trademark No. 1,824,133),  applications for registration of trademarks,  service
marks, trade names, copyrights,  inventions,  formulas,  know-how,  confidential
proprietary technical information,  licenses, royalty rights, computer programs,
software  or  firmware,  data  processing  information,  any other  intellectual
property, held for use by Selling Parties in the TCC Business, and goodwill (the
"Intangible   Property").   Included  in  Intangible   Property   shall  be  all
information,  documents,  designs,  files,  notes, and records of every kind and
nature  prepared or maintained in connection  with the research and  development
activities of the TCC Business,  including without limitation,  those concerning
the original  development of existing products,  enhancements or changes made to
products of the TCC Business  (whenever made),  enhancements or changes proposed
to be  made  or  being  considered  to be  made  to  existing  products,  or the
development  of new products.  The  Intangible  Property  shall not include such
property that, as of the date hereof,  is not necessary for the operation of the
TCC Business and which is used in the business and operation, other than the TCC
Business, of Telegen or any of Telegen's subsidiaries, including but not limited
to the  "Telegen"  name;  provided  ,  however,  that for a  period  of one year
following the Closing Date,  Purchaser may use the "Telegen"  name as reasonably
needed by Purchaser in connection with the transition of ownership of the Assets
from Selling Parties to Purchaser.  Such reasonable use of the "Telegen" name by
Purchaser  shall  include  without  limitation  use of  the  "Telegen"  name  on
previously printed labels,  brochures,  manuals, circuit boards, parts and other
inventory,  and in connection  with permits and licenses  issued by Underwriters
Laboratories and the Federal Communications Commission until such time that such
licenses  are  obtained  in the  name of  Purchaser.  A list  of the  Intangible
Property  shall be  prepared by Selling  Parties,  approved  by  Purchaser,  and
attached hereto as Schedule 1(b)(v).

                                    (vi) Books and Records.

                  All of Selling Parties' files (in any format,  including paper
and  electronic),  documents,  lists and  records  useful  in the TCC  Business,
including  those  records  relating to the  customers  of and vendors to the TCC
Business  (collectively  the "Books  and  Records").  Included  in the Books and
Records shall be, without limitation, copies of personnel files of all employees
employed in connection with the TCC Business (such employees,  collectively, the
"TCC Employees"), addresses and telephone numbers used by Selling Parties in the
TCC Business, and any yellow pages and trade journal advertising, web site files
and web site links, and all other  advertising  relating to the TCC Business.  A
list of the Books and Records shall be prepared by Selling Parties,  approved by
Purchaser, and attached hereto as Schedule 1(b)(vi).

                           (c) Excluded Assets.

                  The assets set forth on Schedule 1(c) to this Agreement  shall
be retained by Selling Parties and shall not be sold, assigned or transferred to
Purchaser (the "Excluded Assets").


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<PAGE>

                           (d) Assumption of Liabilities.

                  Except  for  those  liabilities  and  obligations  of  Selling
Parties that are  specifically  set forth on Schedule 1(d) (such items disclosed
on Schedule 1(d) collectively referred to herein as the "Assumed  Liabilities"),
it is expressly understood that Purchaser shall not assume and in no event shall
Purchaser  shall be deemed to have  assumed  or  agreed to pay or  perform,  and
Selling  Parties  shall at all times remain solely  responsible  for, any debts,
contracts,  commitments,  obligations or other liabilities of Selling Parties of
any kind or nature  whatsoever,  including  without  limitation those of the TCC
Business or connected in any way to the Assets  arising or accruing prior to the
Closing. In connection with the TCC Business, all liabilities, debts, contracts,
agreements  and other  obligations  of Selling  Parties  other than the  Assumed
Liabilities, are referred to herein as the "Nonassumed Liabilities").

                           (e) Purchase of Entire TCC Business.

                  Selling  Parties and Purchaser  hereby  acknowledge  and agree
that,  except for the Excluded Assets and Nonassumed  Liabilities,  Purchaser is
purchasing the entire TCC Business owned by Selling Parties.

                           (f) Risk of Loss.

                  Until the  Closing,  Selling  Parties  shall  bear all risk of
loss, injury,  damage or destruction of the Assets. If any loss, injury,  damage
or  destruction  substantially  impairs  the  value of the  Assets  prior to the
Closing, Purchaser may terminate this Agreement at Purchaser's sole option.

                  2. Purchase Price; Allocation.

                           (a) Purchase Price and Manner of Payment.

                  Subject to the other terms and  conditions of this  Agreement,
and in full  consideration  for the Assets,  Purchaser agrees that the aggregate
purchase  price of the  Assets  (the  "Purchase  Price")  shall be Five  Hundred
Thousand  Dollars  ($500,000) plus any Additional  Payments  (defined below) and
Assumed Liabilities, payable as follows:

                                    (i) Refundable Deposit.

                  Purchaser  has  paid  to  Telegen  Three  Hundred  and  Twenty
Thousand  Dollars  ($320,000) in the following  manner:  (A)  concurrently  with
execution of the LOI,  Purchaser  paid to Telegen One Hundred and Fifty Thousand
Dollars ($150,000), (B) on March 19, 1998, Purchaser paid to Telegen One Hundred
Thousand Dollars  ($100,000),  (C) on March 30, 1998,  Purchaser paid to Telegen
Seventy Thousand Dollars ($70,000) (such amounts,  collectively, the "Refundable
Deposit"). In the event the transactions  contemplated by this Agreement are not
consummated  within  thirty  (30) days after the  execution  of this  Agreement,
Telegen shall deliver the  Refundable  Deposit to Purchaser on demand  therefor;
provided,  however,  that in the  event  that  the  failure  to  consummate  the
transactions contemplated herein is caused directly by a material breach of this
Agreement by Purchaser,  Purchaser  shall forfeit One Hundred and Fifty Thousand
Dollars ($150,000) of the Refundable Deposit to Telegen.


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<PAGE>

                                    (ii) Closing Payment.

                  At the Closing, Purchaser shall pay to Telegen Thirty Thousand
Dollars ($30,000) (the "Closing  Payment"),  by wire transfer to a trust account
of Wilson  Sonsini  Goodrich & Rosati,  such funds to be  received  on behalf of
Telegen.

                                    (iii) Promissory Note.

                  At  the  Closing,   Purchaser   shall  deliver  to  Telegen  a
promissory note (the "Promissory Note"),  substantially in the form of Exhibit A
hereto in the  original  principal  amount  of One  Hundred  and Fifty  Thousand
Dollars  ($150,000),  which  shall be  payable,  net of any Setoff  Amounts  (as
defined in Section 9(d)),  to Telegen in accordance  with the terms set forth in
the Promissory Note.

                                    (iv) Additional Payments.

                  Following the Closing,  Purchaser shall pay to Telegen certain
additional payments (the "Additional  Payments") on the terms and conditions set
forth below:

                                             (A) Payment of Additional Payments.

                  For a period  of three  (3)  years  after  the  Closing  Date,
Purchaser or any successor in interest, whether by sale, merger,  consolidation,
operation  at law or  otherwise,  to the TCC  Products  listed  in this  Section
2(a)(iv)(c)  below,  such  successor  in  interest  which  shall be bound by the
provisions of this Section  2(a)(iv)(c),  shall deliver to Telegen within thirty
(30) days after the end of each calendar quarter, net of any Setoff Amounts, the
amount of Additional  Payments accruing to Telegen during such calendar quarter.
Payment  shall be  accompanied  by a summary  of the basis for  determining  the
amount of such payment.

                                             (B) Gross Sales Price.

                  For purposes of calculating  any Additional  Payments,  "Gross
Sales  Price"  shall mean the  aggregate  dollar  gross  sales of a certain  TCC
product made by Purchaser during a calendar  quarter.  "Gross Sales Price" shall
not include unfilled product orders or costs related to freight,  duty or tax in
connection with the sale and delivery of TCC products.

                                             (C) Calculation of Additional
                                                 Payments.

                  Additional Payments be calculated as follows:

                                                      (1) International  Dialer
                                                          Payment.

                  The  "International  Dialer  Payment"  shall  equal  seven and
one-half percent (7.5%) of the Gross Sales Price of the International Dialer for
each calendar quarter.

                                                      (2) Category  A  Products
                                                          Payment.

                  The  "Category A Products  Payment"  shall equal five  percent
(5%) of the  aggregate  Gross  Sales Price of all  Category A Products  for each
calendar  quarter.  The  "Category


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<PAGE>
A   Products"    shall   mean   the   following   TCC   products:    ACS   2010,
TeleblockerPlus(TM), Net Timer, and Unique Ringer.
                                                      (3) Category  B  Product
                                                          Payment.

                  The  "Category  B  Product   Payment"   shall  equal  two  and
one-quarter  percent  (2.25%) of the Gross Sales Price of the Category B Product
for each calendar quarter. The "Category B Product" shall mean the following TCC
product: ACS 2100.

                                                      (4) Category C Product.

                  The "Category C Product  Payment" shall equal one and one-half
percent  (1.5%) of the Gross  Sales  Price of the  Category  C Product  for each
calendar quarter. The "Category C Product" shall mean the following TCC product:
Multi-Line Dialer.

                                             (D) Materially Changed Products.

                  In the event that Purchaser  makes a material change to any of
the  products  described  in Section  2(a)(iv)(C)  (such  product a  "Materially
Changed  Product"),  Purchaser  shall  have no  obligation  to  make  Additional
Payments in  connection  with sales of such  Materially  Changed  Product.  With
respect to whether a new product is a "Materially  Changed Product," evidence of
material change shall include, without limitation, the following:
significantly improved functionality.

                           (b) Allocation of Purchase Price.

                  At the Closing,  Purchaser  and Selling  Parties in good faith
shall  agree on an  allocation  of the  Purchase  Price in  accordance  with the
respective  fair market value of the Assets being  purchased and as provided for
under  Section  1060 of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").  Such  allocation  of  Purchase  Price  shall be listed  on a  document
substantially in the form of Schedule 2(b) attached  hereto.  Purchaser and each
of the Selling  Parties further agree to file their income tax returns and their
other tax returns  reflecting  the  allocation  as  determined  pursuant to this
Section 2(b).

                  3. Closing Date and Actions at Closing.

                           (a) Closing Date.

                  The closing of the transactions contemplated by this Agreement
(the  "Closing")  shall take place at the  offices  of Thelen  Marrin  Johnson &
Bridges LLP, 333 West San Carlos Street,  Ste. 1700,  San Jose,  California,  at
10:00 A.M.,  Pacific  Standard Time, on April 1, 1998, or at such other time and
place as may be mutually agreed upon by the parties (the "Closing Date").

                           (b) Transfer Documents.

                  At the Closing,  Selling  Parties shall execute and deliver to
Purchaser one or more bills of sale, each in substantially the form of Exhibit B
attached  hereto  (the "Bill of Sale"),  and all such other good and  sufficient
instruments of sale, transfer and conveyance,  including 


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<PAGE>


assignments of leases, as shall be effective to vest in Purchaser all of Selling
Parties' right and title to, and interest in, the Assets.

                           (c) Assignment and Assumption Documents.

                  At the Closing,  Purchaser  and Selling  Parties shall execute
and deliver a general assignment and assumption agreement,  in substantially the
form of Exhibit C attached hereto (the  "Assignment and Assumption  Agreement"),
in order to effect the assignment of the Remaining  Assets (as defined  therein)
by the  Selling  Parties  and  assumption  of  the  Assumed  Liabilities  by the
Purchaser.

                           (d) Additional Actions.

                  Selling Parties and Purchaser  shall, on request,  both at the
Closing  and  after  the  Closing  Date,  take such  further  actions  as may be
reasonably  requested  by the  other  party  to  carry  out the  intent  of this
Agreement and the Bill of Sale, the Assignment and Assumption Agreement, and all
other  documents  and  agreements to be executed and delivered at the Closing as
agreed to by the parties (collectively, the "Closing Documents").

                  4. Representations and Warranties of Selling Parties.

                  The Selling  Parties hereby  jointly and severally  represent,
warrant and covenant to Purchaser as follows:

                           (a) Organization, Good Standing and Qualification.

                  Each of the Selling  Parties is a corporation  duly organized,
validly existing and in good standing under the laws of the State of California,
has all  necessary  corporate  powers  to own its  property  and to carry on its
business as now owned and  operated by it, and is duly  qualified to do business
and is in good standing in all jurisdictions in which the nature of such Selling
Parties' business or it property makes such qualification necessary.


                           (b) Corporate Power; Authority.

                  Selling  Parties  have  all  requisite   corporate  power  and
authority to enter into,  perform and carry out this  Agreement.  This Agreement
has been duly  authorized,  executed and delivered by the Selling  Parties,  and
constitutes  a legal  and  valid  obligation  of each  of the  Selling  Parties,
enforceable in accordance with its terms.

                           (c) Assets.

                  The Selling  Parties are the true and lawful  owners of all of
the  Assets and have all  necessary  power and  authority  to sell the Assets to
Purchaser,  free and clear of all Liens. The Assets include all of the operating
assets of the Selling  Parties  useful and necessary to conduct the TCC Business
as operated by Selling Parties prior to the Closing Date. Except as set forth on
Schedule 4(c), on the Closing Date,  Purchaser will acquire good and valid title
to the  Assets  free and clear of all  Liens,  except to the  extent  any of the
Assets are subject to either a purchase


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<PAGE>


contract with an  outstanding  balance,  or a lease,  in either case only to the
extent set forth on Schedule 4(c).

                           (d) Compliance with Law.

                  Selling Parties hold, and at all times have held, all material
licenses,  permits and authorizations  necessary for the lawful operation of the
TCC Business pursuant to all materially applicable statutes,  laws,  ordinances,
rules and  regulations of all  governmental  bodies,  agencies and  subdivisions
having,  asserting or claiming  jurisdiction over either of Selling Parties, the
TCC  Business or any other part of Selling  Parties'  operations.  Except as set
forth on Schedule  4(d),  since January 1, 1997, (i) there has been no violation
of any material law, regulation,  decree, judgment or order by either of Selling
Parties or concerning  the operation of the TCC Business and (ii) there has been
no inspection of the  facilities  used in connection  with TCC Business by or on
behalf of any governmental bodies, agencies or subdivisions.

                           (e) No Violation of Other Instruments.

                  Neither the execution of this  Agreement nor the  consummation
of the transactions  contemplated  hereby will result in any breach or violation
of the terms of any decree,  judgment, law, regulation or order (to which either
of the  Selling  Parties is  subject  or is a named  party) now in effect of any
court or other  governmental  body.  Except  as set  forth on  Schedule  4(e) no
consent,   permit,   approval,  order  or  authorization  of,  or  registration,
qualification,  or filing with,  any  governmental  agency or authority,  or any
other  person,   is  required  in  connection  with  the   consummation  of  the
transactions  contemplated  by this Agreement or the conduct of the TCC Business
by Purchaser after the Closing. The execution and delivery of this Agreement and
consummation of the transactions  contemplated hereby will not conflict with, or
result in any  breach of, any of the terms,  conditions  and  provisions  of, or
constitute  a default  under or result in the  acceleration  of any  outstanding
indebtedness of either of the Selling  Parties or creation of any lien,  charge,
or encumbrance upon any of the assets of either of the Selling Parties, pursuant
to either Selling Parties' Articles of  Incorporation,  Bylaws or any indenture,
mortgage,  lease,  agreement  or other  instrument  to which any of the  Selling
Parties  is a party or by which  either of the  Selling  Parties or any Asset is
bound.

                           (f) Financial Statements; Undisclosed Liabilities.

                  The  Selling  Parties  have  delivered  to  Purchaser  certain
financial   information   relating  to  the  TCC  Business   ("TCC's   Financial
Information") as described in Schedule 4(f). TCC's Financial  Information (i) is
in  accordance  with the books and records of TCC and (ii)  correctly  and fully
sets forth the  financial  position and results of  operations  of TCC as of the
dates  indicated.  Purchaser  acknowledges  that such  statements  have not been
audited or reviewed by a certified public accountant.

                           (g) Patents, Trademarks, Tradenames and Copyrights.

                  To  the  knowledge  of  Selling   Parties,   Schedule  1(b)(v)
comprises  a listing of (i) all  trademarks  (either  registered,  common law or
registration  applied for), trade names,  issued patents,  patent  applications,
copyrights, know-how and trade secrets which are held for use by Selling Parties
and useful in the TCC  Business,  (ii) all  trademarks,  trademark  registration


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<PAGE>


applications,  trade names,  copyrights,  know-how and trade  secrets  which are
owned by third  parties  and are used in the TCC  Business  or in which  Selling
Parties have any interest; and (iii) all licenses,  sublicenses,  assignments or
agreements of any kind relating to the aforesaid.  Except as otherwise  noted in
Schedule 4(g), no litigation or claim is pending or has been threatened  against
Selling  Parties or any  director,  officer,  shareholder,  agent or employee of
Selling Parties for the infringement of any patents,  copyrights,  trademarks or
trade  names of any third  party or for the  misuse or  misappropriation  of any
trade secrets or know-how owned by any third party used in the TCC Business. All
trademarks,  copyrights,  trade names, designs,  trade secrets or know-how which
are necessary to the TCC Business  conducted by Selling Parties are owned or are
usable (without restriction or payment) by Selling Parties.  Except as set forth
on Schedule 4(g),  there has been no infringement or unauthorized use by Selling
Parties of any  patent,  trademark,  trade  name,  copyright,  process,  design,
formula,  invention,  trade secret, know-how, or technology belonging to a third
party in connection with the TCC Business.

                           (h) Contracts.

                  Schedule  4(h)  describes all  currently  effective  contracts
entered into in  connection  with the TCC  Business,  oral or written,  known to
Selling  Parties to which either of the Selling Parties is a party and which (i)
involve  the  payment or receipt of more than  $10,000,  (ii) have a duration of
more  than one  year,  (iii) are  financing  documents,  or (iv) are not for the
purchase or sale of goods or services in the ordinary course of the TCC Business
consistent with past  practices.  True and complete copies of all such contracts
are attached to Schedule 4(h). Except as set forth on Schedule 4(h),  neither of
the  Selling  Parties  nor any  party  to any such  contract  is in  default  in
performance  of or not in  compliance  with any  material  provision of any such
contract. Selling Parties have no intent, and have no knowledge of any intent by
any other party, not to perform its obligations under any such contract.

                           (i) Litigation.

                  Except as set forth in Schedule  4(i),  neither of the Selling
Parties nor any of the directors, officers, shareholders, agents or employees of
the  Selling  Parties is a party to any  pending  or  threatened  action,  suit,
proceeding or investigation, at law or in equity or otherwise, in, for or by any
court or governmental board,  commission,  agency,  department or office arising
from, relating to or in any way affecting the TCC Business or any of the Assets.

                           (j) Personnel.

                  Schedule 4(j) comprises a complete and correct list of (i) all
contractual employment, bonus, profit-sharing,  welfare benefit (as that term is
defined in the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA")),  percentage compensation,  pension or retirement plans, contracts or
agreements  with  directors,  officers,  shareholders  or employees,  collective
bargaining or consulting agreements, to which either of the Selling Parties is a
party or is  subject in  connection  with the TCC  Business,  (ii) the names and
current compensation rates and planned increases in compensation of all salaried
and non-salaried  employees of Selling Parties employed in the TCC Business, and
(iii) all group  insurance  programs  in effect  for TCC  Employees.  All of the
profit-sharing,  pension,  welfare  benefit  and  retirement  plans set forth on
Schedule  4(j) are qualified  under the Internal  Revenue Code and ERISA and all
past service liabilities  thereunder have been fully funded.  Schedule 4(j) sets
forth


                                       9
<PAGE>

a listing of all bonuses paid to TCC  Employees in 1997 and 1998,  the aggregate
amount of  accrued  vacation  and sick leave for TCC  Employees,  and the amount
payable to TCC Employees under other fringe benefit plans.

                           (k) Consent of Board, Shareholders and Others.

                  Each of the Selling  Parties has obtained or will obtain prior
to the Closing Date,  the consent of its Board of Directors,  shareholders,  and
all others required by its Articles of  Incorporation,  Bylaws or otherwise,  to
the transactions contemplated by this Agreement.

                           (l) Accuracy of Documents and Information.

                  There is no fact known to Selling Parties which materially and
adversely  affects  the TCC  Business,  any of the Assets,  or the  transactions
contemplated  by this Agreement which has not been expressly and fully set forth
in this Agreement or the exhibits and schedules hereto.

                           (m) Related Parties; Acknowledgements.

                  Selling Parties are aware that Fred Lezak ("Lezak") and Dennis
Alan Lempert ("Lempert") are principal  shareholders,  directors and officers of
Purchaser.  Selling  Parties  are aware  that  Lezak is an  officer of TCC and a
member of the Board of Directors of Telegen,  and that Lempert has, in the past,
provided legal  representation  to Selling  Parties.  Selling  Parties have been
informed by Lempert  that the Rules of  Professional  Conduct of the  California
State  Bar  provide  that  an  attorney   shall  not  enter  into  any  business
relationship   with  a  client  without  first   informing  the  client  of  the
advisability that the client consult with an independent attorney to assure that
the business transaction is fair, just and reasonable to client. Selling Parties
previously have been advised of this rule, have had a reasonable  period of time
to consult,  and to the extent  Selling  Parties have deemed it advisable,  have
consulted independent counsel.

                  5. Purchaser's Representations and Warranties.

                  Purchaser hereby represents, warrants and covenants to Selling
Parties as follows:

                           (a) Organization and Authority.

                  Purchaser is a corporation  duly organized,  validly  existing
and in good  standing  under the laws of the State of Nevada.  Purchaser has all
requisite  corporate  power and  authority to enter into,  perform and carry out
this Agreement.

                           (b) Compliance with Law and Other Instruments.

                  The  execution and delivery of this  Agreement and  compliance
with the provisions  hereof by Purchaser  will not conflict with,  result in any
material breach of any of the terms, conditions and provisions of, or constitute
a  material  default  under any  Article,  Bylaw,  indenture,  mortgage,  lease,
agreement or other  instrument  to which  Purchaser is a party or by which it is
bound.



                                       10
<PAGE>

                  6. Conditions to Purchaser's Obligations.

                  Except  as  otherwise   specifically  set  forth  herein,  all
obligations of Purchaser  under this  Agreement are subject to the  fulfillment,
prior  to or at the  Closing  Date or as of such  later  date as  Purchaser  may
designate, of each of the following conditions,  any one or more of which may be
waived in writing by Purchaser in its sole discretion.

                           (a) Representations and Warranties True at Closing.

                  The  representations  and  warranties  of the Selling  Parties
contained in this Agreement  (including the Schedules hereto) shall be deemed to
have been made again at and as of the Closing  Date with respect to the state of
facts then existing and shall then be true, complete and correct in all material
respects. On the Closing Date, Selling Parties shall have delivered to Purchaser
a certificate  to such effect and to the effect that all conditions set forth in
this  Section 6 have  been  satisfied  on or  before  the  Closing  Date,  which
certificate shall be satisfactory in form and substance to Purchaser.  Purchaser
shall  not  have   discovered  any  error,   misstatement  or  omission  in  the
representation and warranties made by Selling Parties.

                           (b) Authority.

                  All corporate and other  proceedings  required to be taken by,
or on the part of,  Selling  Parties to  authorize  Selling  Parties to execute,
deliver and carry out this  Agreement and to sell the Assets to Purchaser  shall
have been duly and properly taken,  including the written approval of all of the
shareholders of TCC to this Agreement and the Promissory Note.

                           (c) Material Changes.

                  Between the most recent  date of TCC's  Financial  Information
and the Closing Date (i) there shall have been no materially  adverse  change in
the position,  financial or otherwise,  of the Assets or the TCC Business;  (ii)
Selling Parties shall not be involved in any labor dispute which  materially and
adversely  affects  Selling  Parties;  and (iii) Selling  Parties shall not have
suffered any  liability,  judgment,  lien or  termination of any contract or the
imposition of any obligation, the effect of which shall be materially adverse to
the TCC Business.

                           (d) Approvals.

                  Purchaser  and  Selling  Parties,  as the case  may be,  shall
either (i) have received as of the Closing Date all material licenses,  permits,
consents,  authorizations and approvals of any governmental agency or authority,
or any other person ("Approvals")  necessary or appropriate for the operation of
the TCC Business,  or (ii) if such  Approvals  have not been issued prior to the
date first set forth above,  Purchaser shall be satisfied in its discretion that
such  Approvals  will be issued in the ordinary  course after such date and that
Purchaser  can operate the TCC  Business as presently  operated  after such date
prior to the issuance of such Approvals without incurring any material liability
or obligation based on such operation prior to the issuance of such Approvals.



                                       11
<PAGE>

                           (e) Other Documents and Agreements.

                  In addition to all documents and instruments required pursuant
to Section 1 hereof,  Selling  Parties  shall have  delivered to  Purchaser  the
following  documents and agreements:  (i) the Bill of Sale  substantially in the
form attached hereto as Exhibit B, and (ii) the Assignment  substantially in the
form attached hereto as Exhibit C.

                           (f) No Action to Prevent Completion.

                  There  shall not have been  instituted  and be  continuing  or
threatened   against  Selling  Parties  or  any  of  the  directors,   officers,
shareholders,  agents or  employees  of Selling  Parties  any  claim,  action or
proceeding which would materially  adversely affect the TCC Business,  nor shall
there  have been  instituted  and be  continuing  or  threatened  any  action or
proceeding  by or  before  any  court or other  governmental  body to  restrain,
prohibit or  invalidate,  or to obtain  damages in respect of, the  transactions
contemplated  by this  Agreement  or which might  adversely  affect the right of
Purchaser  after the Closing Date to own the Assets or to operate or control the
TCC Business, as contemplated by this Agreement.

                           (g) Failure of Conditions.

                  In the  event any one or more of the  conditions  set forth in
this Section 6 is not satisfied  within the dates  required,  Purchaser,  in its
sole  and  absolute  discretion,  may  elect:  (i) to waive  any such  condition
precedent,  (ii) to terminate this Agreement pursuant to Section 10, or (iii) to
postpone the Closing Date for a period not to exceed 30 days.

                  7. Conditions to Obligations of Selling Parties.

                  Except  as  otherwise   specifically  set  forth  herein,  all
obligations  of  Selling  Parties  under  this  Agreement  are  subject  to  the
fulfillment  and  satisfaction,  prior  to or at the  Closing,  of  each  of the
following  conditions,  any one or more of which  may be waived  in  writing  by
Selling Parties.

                           (a) Representations  and  Warranties  True  at  the
                               Closing.

                  The  representations  and warranties of Purchaser contained in
this Agreement  shall be deemed to have been made again at and as of the Closing
Date with respect to the state of facts then  existing and shall then be true in
all material respects.

                           (b) No Action to Prevent Completion.

                  There  shall not have been  instituted  and be  continuing  or
threatened any action or proceeding by or before any court or other governmental
body to restrain, prohibit or invalidate, or to obtain substantial money damages
in respect of, the transactions contemplated by this Agreement.

                                       12
<PAGE>

                           (c) Authority.

                  All corporate and other  proceedings  required to be taken by,
or on the part of,  Purchaser,  to authorize  Purchaser to execute,  deliver and
carry out this Agreement, shall have been duly and properly taken.

                           (d) Delivery of Closing Payment; Promissory Note.

         Selling  Parties  shall  have  delivered  to  Purchaser  the  following
documents and  agreements:  (i) the Closing Payment and (ii) the Promissory Note
substantially in the form attached hereto as Exhibit A.

                  8. Covenants.

                           (a) No Agency.

                  From and after the date hereof,  neither  Purchaser nor either
of the Selling Parties shall represent itself as the agent of the other.

                           (b) Confidentiality.

                  Neither  Selling  Parties  nor  Purchaser  shall make a public
announcement  about the transactions  contemplated  hereunder  without the prior
written consent of the other party,  unless required by law. Selling Parties and
its agents each agree that all confidential and proprietary information relating
to the business or operations of Purchaser shall be treated as confidential, and
each of the Selling Parties shall not use or disclose such information after the
Closing Date;  provided,  however,  that there shall be no obligation to keep in
confidence any information which (i) was permitted in writing by Purchaser to be
used or disclosed or (ii) is within the public domain or comes within the public
domain without any breach of this Agreement.

                           (c) Access.

                  To the extent  reasonably  necessary  for a period of 180 days
after  the  Closing  Date,  and  then  with  appropriate  consideration  of  the
confidentiality  of  the  subject   transaction,   Purchaser  and  its  counsel,
accountants  and other  representatives  shall have full  access  during  normal
business hours to all the, books, accounts,  records, contracts and documents of
or relating to the Assets,  and  Selling  Parties  shall  furnish or cause to be
furnished  to  Purchaser  and  its  representatives  all  data  and  information
concerning  its  business,  finances  and  properties  that  may  be  reasonably
requested.

                           (d) Insurance.

                  Through  and until  the  Closing  Date,  either or both of the
Selling  Parties shall  continue to carry  insurance in connection  with the TCC
Business and Assets in amounts  required to fully  replace the same in the event
of loss or damage.

                                       13
<PAGE>

                           (e) Cooperation; Employees of TCC.

                  Selling  Parties  shall not  discourage  in any way any of the
employees,  customers or  suppliers  from  commencing  and  maintaining  similar
relations with Purchaser. Selling Parties shall use their best efforts to assist
Purchaser in hiring the TCC Employees and Purchaser  shall provide each such TCC
Employee  employment with Purchaser for a position  similar to that held by such
employee with the Selling Parties.  Selling Parties shall not persuade or entice
any TCC Employee  employed by Purchaser to leave the  employment of Purchaser or
terminate  their  contractual  relationship  with  Purchaser  for any  reason or
purpose.

                           (f) Taxes.

                  All  transfer,  use,  documentary  transfer,  stamp or  excise
taxes,  or other similar  taxes of any type payable in connection  with the sale
and transfer of the Assets or otherwise in connection  with the  consummation of
the transactions contemplated by this Agreement and the other Closing Documents,
shall be borne by the Selling Parties;  provided,  however, that Purchaser shall
pay for any sales tax owing to the State of California  in connection  with this
transaction.

                           (g) Premises.

                  Selling  Parties  shall take all  action,  including,  without
limitation,  obtaining all  necessary  consents,  waivers and permits,  so as to
allow Purchaser to occupy, rent free, 2500 square feet of the Premises (the "TCC
Premises"),  including,  without  limitation,  private offices,  engineering and
storage space until December 31, 1998,  and conduct the TCC Business  therefrom.
Attached hereto as Schedule 8(g) is a detailed floorplan of the TCC Premises. In
the event Selling  Parties  vacate the Premises,  Selling  Parties shall provide
Purchaser no less than thirty (30) days notice prior to the date Selling Parties
intend to vacate the  Premises;  provided,  however,  that in the event  Selling
Parties  receive  less than  thirty  (30) days  notice to vacate  the  Premises,
Selling  Parties  shall use best  efforts to promptly  inform  Purchaser of such
notice  and shall have no  further  obligation  to the  Purchaser  hereunder  in
connection with the Premises.  Purchaser shall have no liability with respect to
the TCC Premises after it ceases to occupy the Premises.  Selling  Parties shall
provide Purchaser full access to the Premises,  including,  without  limitation,
the necessary  passwords,  codes and access codes to gain entry to the Premises.
Purchaser  shall pay a pro rata share,  based on a ratio of the TCC  Premises to
the  Premises  as a whole,  of  utilities,  common  area  maintenance  costs and
telephone charges in connection with its use of the TCC Premises.

                           (h) Satisfaction of Conditions.

                  Each party shall in good faith  proceed to take or cause to be
taken all actions  within its power  necessary to satisfy all  conditions to its
obligations  to close  and  consummate  the  transactions  contemplated  by this
Agreement.

                           (i) Conduct of Business Prior to Closing Date.

                  Between the date hereof and the Closing Date,  except with the
consent  of  Purchaser  and  except as may be  required  to effect  transactions
contemplated  in this  Agreement,


                                       14
<PAGE>


Selling Parties will (i) conduct the TCC Business in the ordinary course thereof
in accordance with past  practices;  (ii) not make any changes in its accounting
methods or  practices  except as required  by  generally  accepted by  generally
accepted accounting principles;  (iii) not enter into any agreement,  commitment
or contract of any kind which would be required to be disclosed in a schedule to
this  Agreement  except  those in the  ordinary  course of the TCC  Business and
consistent with past practices;  and (iv) not sell or lease, or agree to sell or
lease, all or substantially all of the Assets and the TCC Business.

                           (j) Litigation.

                  Selling  Parties shall retain control of the  prosecution  and
defense of all claims in  connection  with those  certain legal actions to which
Telegen and Rates Technology,  Inc. are parties; provided, however, that Selling
Parties  shall  promptly  provide  written  notice to Purchaser in the event the
prosecution, defense or settlement of such action could affect the Assets or TCC
Business.

                           (k) Release.

                  In consideration  of certain cash advances  personally made by
Lezak on behalf of Selling  Parties  for  certain  expenses  including,  without
limitation,  travel expenses,  spare parts and other expenses related to the TCC
Business, and for other good and valuable consideration,  Selling Parties hereby
waive,  release  and forever  discharge  Lezak from any and all claims it has in
connection  with that  certain  $10,000  cash  advance of salary made by Selling
Parties  to Lezak.  Selling  Parties  hereby  acknowledge  that they have  read,
understood,  and hereby expressly waive any and all right and benefit which they
now  have,  or in the  future  may  have,  conferred  upon them by virtue of the
provisions  of Section 1542 of the Civil Code of the State of  California  which
provides  as follows:  "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS  WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE,  WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR."

                           (l) Confidentiality Agreements; Non-Competition
                               Agreements.

                  Selling   Parties   acknowledge   that   all   confidentiality
agreements and  non-competition  agreements entered into between Selling Parties
and the TCC Employees are included in the Assigned Contracts, to the extent they
relate to the Assets only, and will be assigned to Purchaser effective as of the
Closing  Date.  Selling  Parties  hereby  agree and  acknowledge  that after the
Closing Date, Purchaser shall have sole authority to enforce such agreements.

                           (m) Bulk Sale Laws.

                  The Selling Parties and the Purchaser  understand that notices
of bulk  sales may be  required  under  California  law in  connection  with the
consummation of this transaction and that no such notices are given hereunder.


                  9. Indemnity.
                                       15
<PAGE>


                           (a) Indemnity of Purchaser.

                  With respect to claims asserted by Purchaser after the Closing
Date, Selling Parties shall jointly and severally  indemnify,  hold harmless and
defend  Purchaser  from  and  against  any  and  all  losses,  costs,  expenses,
liabilities claims, demands and judgments of every nature (including the defense
thereof and reasonable attorneys' fees incurred) arising out of or in connection
with or related to (i) any and all claims  (whether  known or unknown,  fixed or
contingent), losses, costs, expenses, commitments,  agreements,  liabilities and
obligations of either of the Selling Parties,  or arising from the operations or
commitments of either of the Selling Parties, whether arising or existing either
before or after the Closing, whether accrued, absolute,  contingent or otherwise
and whether or not  disclosed in this  Agreement or on the exhibits or schedules
hereto,  to the  extent not  expressly  assumed by  Purchaser  pursuant  to this
Agreement  (whether or not such  liability or obligation is imposed by statute);
(ii)  the  breach  by  either  of  the  Selling   Parties  of  any  warranty  or
representation  made by Selling Parties  pursuant to this  Agreement,  (iii) the
non-performance, partial or total, of any covenant made by either of the Selling
Parties pursuant to this Agreement; (iv) product or testing liabilities relating
to periods prior to the Closing Date; (v) human resource liabilities relating to
periods  prior to the Closing  Date  (including,  for  example,  obligations  to
retirees);  and (vi) any  liabilities  resulting from bulk sales laws except for
liabilities  resulting  from  assumption  of  any  and  all  liabilities  by the
Purchaser hereunder.

                           (b) Indemnity of Selling Parties.

                  With respect to claims  asserted by Selling  Parties after the
Closing Date,  Buyer shall indemnify and hold Selling Parties  harmless from and
against any and all losses, costs,  expenses,  liabilities,  claims, demands and
judgments  of  every  nature  (including  the  defense  thereof  and  reasonable
attorneys'  fees  incurred)  arising out of or in  connection  with or which are
related to the non-performance, partial or total, of Purchaser's covenant to pay
any  sales  tax  owing to the  State  of  California  in  connection  with  this
transaction.

                           (c) Notice  of  Claims - Participation in Third Party
                               Suits.

                  Any party  making a claim for  indemnity  under this Section 9
("Indemnitee")  against the other party ("Indemnitor") shall give notice of such
claim in writing, which notice shall state in general terms the facts upon which
Indemnitee  makes  such  claim  for  indemnification  together  with  reasonable
documentation  of such  claim.  In the  event of any  claim or  demand  asserted
against   Indemnitee  by  a  third  party  upon  which   Indemnitee   may  claim
indemnification  under this Section 9, Indemnitee shall give Indemnitor  written
notice  within 15 days  after  receipt  thereof  indicating  whether  Indemnitee
intends to conduct  the defense of such claim or demand.  Indemnitor  shall have
the right, at such Indemnitor's own expense,  to participate in such defense, by
written notice given to Indemnitee  within 15 days from the date of Indemnitee's
notice of such claim. If Indemnitee  conducts the defense and Indemnitor doesn't
participate  in such defense,  Indemnitee  shall have the right fully to control
and to settle  the  proceeding.  If  Indemnitor  elects to  participate  in such
defense,  Indemnitee  shall  nonetheless  control the proceeding,  but shall not
settle the same without the consent of  Indemnitor,  which  consent shall not be
unreasonably  withheld.  If  Indemnitee  elects  not  to  conduct  the  defense,


                                       16
<PAGE>


Indemnitor  shall conduct such defense and Indemnitor  shall not settle the same
without the  consent of  Indemnitee,  which  consent  shall not be  unreasonably
withheld.

                           (d) Setoff.

                  Purchaser may, in its sole discretion,  setoff the amount,  or
any portion  thereof (such amounts  being "Setoff  Amounts"),  of any claims for
indemnity for which Selling  Parties are liable  hereunder  against the Purchase
Price.  If at any time  Purchaser's  claims  exceed the amounts  then payable to
Selling Parties thereunder (or if Purchaser does not elect to effect such Setoff
Amounts),  Selling  Parties  shall be liable to Purchaser  for such amount,  and
Selling  Parties  shall make the required  payment of such amount in cash within
ten (10) days after receipt of such claims from Purchaser.

                  10. Termination.

                           (a) Termination by Mutual Consent.

                  At any  time  prior  to the  Closing,  this  Agreement  may be
terminated by the written consent of Purchaser and the Selling Parties.

                           (b) Termination by Purchaser or Selling Parties.

                                    (i) Termination by Purchaser.

                  Purchaser  may terminate  this  Agreement at any time prior to
the Closing by delivery of written  notice to Selling  Parties if: (A) either of
the Selling  Parties has  breached or violated  this  Agreement  in any material
respect  and, if such breach or  violation  is curable,  has failed to cure such
violations  within ten (10) days of receiving  written notice  thereof;  (B) any
representation  or warranty  made by either of the  Selling  Parties is false or
inaccurate in any material respect or there is any material misrepresentation or
omission by any of the Selling  Parties;  or (C) upon the occurrence of an event
that has a material adverse effect on the TCC Business.

                                    (ii) Termination by Selling Parties.

                  Selling Parties may terminate this Agreement at any time prior
to the Closing by delivery of written  notice to Purchaser if: (A) Purchaser has
breached or violated this Agreement in any material  respect and, if such breach
or violation is curable, has failed to cure such violations within ten (10) days
of receiving written notice thereof;  or (B) any representation or warranty made
by Purchaser  is false or  inaccurate  in any  material  respect or there is any
material misrepresentation or omission by Purchaser.

                           (c) Effect of Termination.

                  In the event of  termination  as provided  above,  all parties
hereto  shall  bear  their own costs  associated  with  this  Agreement  and all
transactions  mentioned  herein and there shall be no  obligation on the part of
either party's officers,  directors or stockholders;  provided, however, that in
the event that the failure to consummate the transactions contemplated herein is
caused directly by a material  breach of this Agreement by Purchaser,  Purchaser
shall  forfeit  One  


                                       17
<PAGE>

Hundred and Fifty  Thousand  Dollars  ($150,000)  of the  Refundable  Deposit to
Telegen.  Nothing herein will relieve any party from liability for any breach of
this Agreement prior to termination.

                           (d) No Election of Remedies.

                  The  election of a party to terminate  hereunder  shall not be
deemed an election  of  remedies,  and all other  remedies  allowed  hereby will
survive such termination.

                  11. Miscellaneous.

                           (a) Assignment.

                  This Agreement  shall be binding upon and inure to the benefit
of the assigns,  heirs,  administrators,  executors,  legal  representatives and
successors  in interest  of the parties  hereto,  provided,  however,  that this
Agreement shall not be assignable or delegable by either of the Selling Parties.
With the consent of Selling Parties (which shall not be unreasonably  withheld),
Purchaser may assign, in whole or in part and to one or more third parties,  any
of Purchaser's rights or obligations under this Agreement.

                           (b) Expenses.

                  Except as expressly  provided  herein,  Purchaser  and Selling
Parties  shall  each pay  their  own costs  and  expenses,  including  legal and
accounting  expenses,   relating  to  the  transactions   provided  for  herein,
irrespective of when incurred.

                           (c) Additional Documentation.

                  Selling  Parties  shall from time to time,  subsequent  to the
date  first  set  forth  above,  at  Purchaser's  request  and  without  further
consideration,  execute  and  deliver  such  other  instruments  of  conveyance,
assignment  and transfer and take such other action as Purchaser  reasonably may
require in order more effectively to consummate the transactions contemplated by
this Agreement.

                           (d) Notices.

                  Any notice required or permitted hereunder shall be in writing
and shall be given by facsimile,  personal  delivery or  telegraph,  telex or US
mail, certified or registered with return receipt requested, and shall be deemed
to have been duly given on personal delivery or one business day after confirmed
fax or three days after the mailing to the respective persons named below:

            If to Telegen:            Telegen Corporation
                                      101 Saginaw Drive
                                      Redwood City, CA  94063

                                      Attn: Fred Kashkooli
                                      Fax:  (650) 261-9468



                                       18
<PAGE>

            If to TCC:                Telegen Communications Corporation
                                      101 Saginaw Drive
                                      Redwood City, CA  94063

                                      Attn: Fred Kashkooli
                                      Fax:  (650) 261-9468



                                       19
<PAGE>



            If to Purchaser:          SynerCom Inc.
                                      101 Saginaw Drive
                                      Redwood City, CA  94063

                                      Attn: Fred Lezak
                                      Fax:  (510) 376-9030

            With a copy to:           Law Offices of Dennis Alan Lempert
                                      160 Saratoga Avenue, 2d Floor
                                      Santa Clara, CA  95051-7334

                                      Attn: Dennis Alan Lempert, Esq.
                                      Fax:  (408) 248-5974


                           (e) Survival of Terms.

                  All representations, warranties, covenants and agreements made
herein or otherwise  referenced  herein shall survive the execution and delivery
of this Agreement and the consummation of the transactions contemplated herein.

                           (f) Governing Law; Consent to Jurisdiction.

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance  with the laws of the State of  California  applicable  to  contracts
executed by residents of  California  and wholly to be performed in  California.
All judicial  proceedings  brought  against  Purchaser  or Selling  Parties with
respect to this Agreement or the transactions contemplated hereby may be brought
in any  court of  competent  jurisdiction  in the  State of  California,  and by
execution and delivery of this  Agreement,  each party hereto hereby  submits to
the  exclusive  jurisdiction  and venue of such  court.  Each party  agrees that
service  upon such party in any such action or  proceeding  may be made by first
class mail, certified or registered, return receipt requested as provided by the
giving of notices in Section 11(d).

                           (g) Attorneys' Fees.

                  In  the  event  of  litigation   under  this  Agreement,   the
prevailing  party shall be entitled to  reimbursement  of reasonable  attorneys'
fees and costs of suit.

                           (h) Risk of Loss and Prorations.

                  Selling  Parties and Purchaser  hereby  acknowledge  and agree
that, except as otherwise provided herein, Selling Parties shall have possession
of all of the Assets  through  the  Closing  Date,  and all risk of loss to said
Assets being sold  hereunder  prior to the Closing  shall be that of the Selling
Parties. Insurance coverage, taxes, rentals, utility bills, and other day-to-day
expenses,  except  for  employee  related  expenses  which  are  treated  in the
following  sentence,  shall be paid by the Selling  Parties  through the Closing
Date;  any such items  pre-paid for time periods after the Closing Date shall be
returned to Telegen. All TCC Employees-related expenses, including wages, taxes,
withholdings,  accrued  vacation  allowances,  and all other customary


                                       20
<PAGE>


employee expenses shall be paid by the Selling Parties through January 31, 1998;
any such expenses incurred after such date shall be borne by the Purchaser.

                           (i) Severability.

                  If any  provision  of this  Agreement  or any other  agreement
entered into pursuant  hereto is contrary to,  prohibited  by or deemed  invalid
under  applicable law or regulation,  such provision shall be  inapplicable  and
deemed  omitted  to the  extent so  contrary,  prohibited  or  invalid,  but the
remainder hereof shall not be invalidated  thereby and shall be given full force
and effect so far as possible.

                           (j) Preparation of Agreement.

                  This  Agreement has been  negotiated  between  parties who are
sophisticated  and  knowledgeable in the matters contained in this Agreement and
who have acted in their own self-interest. Accordingly, this Agreement shall not
be construed  more strongly  against any party  regardless of who is responsible
for its  preparation.  The parties  acknowledge  each contributed and is equally
responsible for its preparation.

                           (k) Entire Agreement and Modification.

                  This   Agreement  and  the   schedules  and  exhibits   hereto
constitute and contain the entire agreement of the parties and supersede any and
all prior  negotiations,  correspondence,  understandings and agreements between
the parties  respecting the subject  matter  hereof.  This Agreement may only be
amended by a written instrument signed by the parties hereto.

                           (l) Captions.

                  The captions to Sections of this  Agreement have been inserted
for identification and reference purposes and shall not by themselves  determine
the construction or interpretation of this Agreement.

                           (m) Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which shall be deemed an original,  but all of which when taken together
shall constitute one and the same instrument.




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                                       21
<PAGE>



                  IN WITNESS WHEREOF,  the parties hereto have caused this Asset
Purchase Agreement to be executed as of the date first above written.


SELLING PARTIES:                       Telegen Corporation


                                       By: /s/ FRED Y. KASHKOOLI
                                          --------------------------------------
                                       Name:  Fred Y. Kashkooli                 
                                              ----------------------------------
                                       Title: Chief Executive Officer
                                              ----------------------------------

                                       Telegen Communications Corporation


                                       By: /s/ WARREN M. DILLARD
                                           -------------------------------------
                                       Name:  Warren M. Dillard
                                              ----------------------------------
                                       Title: Chief Financial Officer
                                              ----------------------------------

PURCHASER:                             SynerCom Inc.


                                       By: /s/ FREDERICK T. LEZAK JR.
                                           -------------------------------------
                                       Name:  Frederick T. Lezak, Jr.
                                              ----------------------------------
                                       Title: President
                                              ----------------------------------

                                       22

<PAGE>
           LIST OF EXHIBITS AND SCHEDULES TO ASSET PURCHASE AGREEMENT


EXHIBIT A          -- SECURED PROMISSORY NOTE FOR $150,000

EXHIBIT B          -- BILL OF SALE

EXHIBIT C          -- ASSIGNMENT AND ASSUMPTION AGREEMENT

Schedule 1(b)(i)   -- Fixed Asset

Schedule 1(b)(ii)  -- Inventory

Schedule 1(b)(iii) -- Accounts Receivable

Schedule 1(b)(iv)  -- Assigned Contracts

Schedule 1(b)(v)   -- Intangible Property

Schedule 1(b)(vi)  -- Books and Records

Schedule 1(c)      -- Excluded Assets

Schedule 1(d)      -- Assumed Liabilities

Schedule 2(b)      -- Allocation of Purchase Price

Schedule 4(c)      -- Assets

Schedule 4(d)      -- Compliance with Law

Schedule 4(e)      -- No Violation of Other Instruments

Schedule 4(f)      -- Financial Statements; Undisclosed Liabilities

Schedule 4(g)      -- Patents, Trademarks, Tradenames and Copyrights

Schedule 4(h)      -- Contracts

Schedule 4(i)      -- Telegen v. Rates Technology, Inc.

Schedule 4(j)      -- Personnel

Schedule 8(g)      -- Floorplan of the TCC Premises