CONTRACT FOR SERVICES

         TELEGEN CORPORATION,  a California corporation,  located at 353 Vintage
Park  Drive,  Suite H,  Foster  City,  California,  hereinafter  referred  to as
Contractor, and WARREN M. DILLARD, hereinafter referred to as the Consultant, in
consideration of the mutual promises made herein,  agree as of November 1, 1993,
as follows:

                              ARTICLE 1. ENGAGEMENT

         SECTION 1.01.  Contractor  hereby  engages  Consultant  and  Consultant
hereby accepts  engagement with Contractor  until  terminated as provided herein
beginning on

         SECTION 1.02.  This agreement may be terminated  earlier as hereinafter
provided [notwithstanding the provisions of SECTION 1.01, above].

                         ARTICLE 2. DUTIES OF CONSULTANT

         SECTION 2.01.  The  Contractor  desires  to  retain the  Consultant  to
undertake a variety of clerical or administrative duties as may be determined by
Contractor from time to time.

         SECTION 2.02.  It is hereby agreed that the Contractor  does retain the
said Consultant subject to the following terms, conditions, and stipulations:

         a. the Consultant agrees that to the best of his ability and experience
will at all times  loyally  and  conscientiously  perform  all of the duties and
obligations either expressly or implicitly  required of him/her by the terms and
conditions of this agreement;

         b. the  Consultant's  performance of the duties hereunder shall, at all
times,  be rendered  to  Contractors  reasonable  satisfaction.  The  Consultant
expressly  agrees  that  Contractor  shall be the sole judge as to  whether  the
services of Consultant are satisfactory.

                             ARTICLE 3. COMPENSATION

         SECTION 3.01.  Contractor  shall pay Consultant such  compensation  for
services as may be rendered  under this  contract,  as may be  determined in the
sole discretion of the President of the corporation,  or the Consultant's direct
supervisor.

                            ARTICLE 4. NONCOMPETITION

         SECTION 4.01.  During the term of this contract  Consultant  shall not,
directly or indirectly, either as an Consultant,  contractor, consultant, agent,
principal,  partner,  stockholder,  corporate officer, director, or in any other
individual or  representative  capacity,  engage or  participate in any business
that is in competition in any manner whatsoever with the business of Contractor.


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         SECTION 4.02.  Consultant  acknowledges  and  agrees  that  the sale or
unauthorized use or disclosure of any of Contractor's  trade secrets obtained by
Consultant during employment with Contractor,  including information  concerning
Contractors  current  products and any future or proposed  products or services,
the facts that those products or services are planned,  under consideration,  or
in production,  as well as any descriptions of the features of those products or
services  constitute unfair  competition.  Consultant promises and agrees not to
engage in any unfair  competition with Contractor either during the term of this
agreement or within five (5) years thereafter.

         SECTION 4.03.  In the  event that  Consultant  breaches  the  foregoing
obligation not to compete, the Consultant shall be enjoined from engaging in any
further  competitive  activity  and  shall  be  liable  to  Contractor  for  any
reasonable  damages for any such breach  occurring  prior to the  issuance of an
injunction.

                      ARTICLE 5. OWNERSHIP OF WORK PRODUCT

         SECTION 5.01.  Notwithstanding any statutory, regulatory, and/or public
policy  considerations  to the  contrary,  Consultant  agrees  that  any and all
intellectual  properties,  including  but not  limited to all  ideas,  concepts,
themes, inventions,  designs, improvements and discoveries conceived,  developed
or written by Consultant,  either  individually or jointly in collaboration with
others,  during the term of his/her employment with Contractor shall be the sole
and separate property of Contractor.

         SECTION 5.02.  Consultant  further  agrees that the  understanding  set
forth in  subparagraph  5.01 above  constitutes a complete and express waiver by
him/her of any and all rights to the intellectual property described therein.

         SECTION 5.03.  Consultant will, upon reasonable  request,  execute such
documents as are requested to effectuate the terms of this Contract.

                           ARTICLE 6. INDEMNIFICATION

         SECTION 6.01.  Consultant shall indemnify and save Contractor  harmless
from all liability from loss, damage, or injury to persons or property resulting
from the negligence or misconduct of the Consultant.

                             ARTICLE 7. TERMINATION

         SECTION 7.01.  If Consultant willfully breaches or habitually  neglects
the duties  that  Consultant  is  required  to  perform  under the terms of this
agreement,  or  demonstrates  continued  incapacity  to  perform  those  duties,
Contractor  may at its option  terminate this agreement by giving written notice
of  termination  to  Consultant  without  prejudice to any other remedy to which
Contractor may be entitled either at law, in equity, or under this agreement.

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         SECTION 7.02.  This  agreement  shall  terminate   immediately  on  the
occurrence of any one of the following events:

         (1)  The  occurrence  of  circumstances  that  make  it  impossible  or
impracticable for the business of Contractor to be continued.

         (2)  The death of the Consultant.

         (3)  The loss by the Consultant of legal capacity.

         (4)  The loss by Contractor of legal capacity to contract.

         (5)  The death or dissolution of Contractor.

         SECTION 7.03.  The engagement of Consultant shall continue only as long
as  the  services   rendered  by  Consultant  are  satisfactory  to  Contractor,
regardless of any other provision contained in this agreement.  Contractor shall
be the sole judge as to whether the  services  of  Consultant  are  satisfactory
provided,  however, that Contractors  determination with respect to Consultant's
services are exercised reasonably and in good faith.

         SECTION 7.04.  In the event that this agreement is terminated  prior to
the  completion of the term of employment  specified  herein,  Consultant  shall
automatically and completely  forfeit any rights that he may have for the fiscal
year during which termination of this agreement occurs.

                             ARTICLE 8. ARBITRATION

         SECTION 8.01.  Any  controversy  or claim arising out of or relating to
this  agreement,  or the  breach  thereof  shall be settled  by  arbitration  in
accordance with the rules of the American Arbitration Association,  and judgment
on the award rendered may be entered in any court having jurisdiction.

         SECTION 8.02.  Arbitration  shall  comply  with and  be governed by the
provisions of the California  Arbitration  Act,  Sections 1280 through 1294.2 of
the  California  Code of  Civil  Procedure,  which  is  incorporated  herein  by
reference.

         SECTION 8.03.  Contractor and Consultant shall each appoint  one person
to hear and determine the dispute and, if the two persons so selected are unable
to agree,  those two persons  shall select a third  impartial  arbitrator  whose
decision shall be final and conclusive upon both parties.

         SECTION 8.04.  The cost of  arbitration  shall  be borne by the  losing
party or in such proportions as the arbitrator decides.

         SECTION 8.05.  The  result of  arbitration  hereunder  shall be binding
upon the parties.

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<PAGE>

                          ARTICLE 9. CORPORATE POLICIES

         SECTION 9.01.  From   time   to   time   Contractor   shall   institute
company-wide  policies affecting all of its Consultants.  Consultant shall abide
by and conform to those policies.

         SECTION 9.02.  Consultant  may be enrolled in the  Contractors  medical
plan with the costs  thereof for  Consultant  paid by  Contractor,  and the cost
thereof  for any  dependents  of  Consultant  enrolled  in the plan  paid by the
Consultant.

                      ARTICLE 10. RULES GOVERNING AGREEMENT

         SECTION 10.01. Except as expressly provided for herein, nothing in this
agreement shall  constitute or be deemed  construed to be a waiver or release by
the parties of any rights, claims, causes of action, defenses or offsets against
any other person or entity not a party of this agreement.

         SECTION 10.02. The parties agree not to  communicate  the terms of this
agreement  to any  person or  entity  not a party to this  agreement,  except as
provided in this paragraph. The parties may disclose the terms of this agreement
to their spouses, attorneys,  accountants (to the extent required to comply with
any law or regulation),  auditors, law enforcement agencies, governmental bodies
or regulators or tax authorities.

         SECTION 10.03. This agreement  shall be interpreted and governed by the
laws of the State of California.  Venue and jurisdiction for any dispute arising
out of this agreement  shall be in the Superior Court of the State of California
for the County of San Mateo.

         SECTION 10.04. In the execution of this agreement and the  negotiations
leading  thereto,  each party was offered the  opportunity  to be represented by
counsel of its own selection during such negotiations. Prior to the execution of
this agreement by each party, the party's  attorney,  if any retained,  reviewed
this  agreement  and made all  desirable  changes,  and  advised  the party with
respect to the advisability of executing this agreement. Accordingly, the normal
rule of construction  providing that any ambiguities are to be resolved  against
the drafting party shall not be employed in the  interpretation  or construction
of this agreement.

         SECTION 10.05. This  agreement,  and  the  language  herein,  shall  be
construed  as a whole  according  to its fair  meaning,  and not strictly for or
against any of the parties.

         SECTION 10.06. This  agreement may be executed in  counterparts  which,
taken  together,  shall  constitute  one and the  same  agreement  and  shall be
effective as of the date first written above.

         SECTION 10.07. This agreement is the sole, only,  entire,  and complete
Agreement of the parties  relating in any way to the subject matter  hereof.  No
statements,  promises, or representations have been made by any party to another
or are relied  upon,  and no  consideration  has been or is  offered,  promised,
expected,  or held out  other  than  that  constituted  by this  agreement.  The
conditions  precedent to the effectiveness of this agreement exist other than as
may be expressly

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<PAGE>

provided herein. All prior discussions and negotiations have been and are merged
and integrated into and are superseded by this agreement. This agreement may not
be altered,  amended or modified except by a writing which  expressly  refers to
this  agreement and is signed  subsequent to the execution of this  agreement by
the party or parties to any such authorization, amendment or modification.

         SECTION  10.08.  This  agreement,  and each and every portion  thereof,
shall be binding on the  successors and assigns of the parties  hereto,  but the
same shall not be  assigned by the  Consultant  without  written  consent of the
Contractor.

         The parties hereto having first read and understood the foregoing terms
and conditions of this Contract for Services,  executed the same at Foster City,
California.


DATED:
          -------------------------               -----------------------------
                                                  WARREN M. DILLARD, CONSULTANT


DATED:
          -------------------------               -----------------------------
                                                  JESSICA L. STEVENS
                                                  Chief Executive Officer
                                                  TELEGEN CORPORATION


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