As filed with the Securities and Exchange Commission on 
                    October 12, 1998      File No. 333- 

                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                                FORM S-8
                          Registration Statement
                               Under the
                          Securities Act of 1933

                         EXTEN INDUSTRIES, INC.
                         ---------------------- 
           (Exact Name of Registrant as Specified in its Charter)

         State of Delaware                      52-1412493
        ------------------                      ----------
     State or Other Jurisdiction       (IRS Employer Identification No.
    of Incorporation or Organization)

        9625 Black Mountain Road, Suite 218, San Diego, CA  92126
        ---------------------------------------------------------
        (Address of Principal Executive Offices)       (Zip Code)

                     1998 STOCK COMPENSATION PLAN
             -------------------------------------------
                      (Full Title of the Plan)

 W. Gerald Newmin,9625 Black Mountain Road, Suite 218, San Diego, CA 92126
 -------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

                              (619) 578-9784
                             ------------------
       (Telephone Number, Including Area Code, of Agent for Service)

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X

                       CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
                                         Maximum     Maximum
Title of                      Amount     Offering    Aggregate      Amount of
securities to                 to be	      Price      Offering     Registration
be Registered               Registered   Per Share     Price           Fee
-----------------------------------------------------------------------------
Common Stock, no par value  5,000,000      $0.03     $150,000         $ 44


(1)     Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457 (c) and (h)(1), based on the closing price of the Company's
Common Stock.



     PART I

     INFORMATION REQUIRED IN THE
     SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I 
(plan information and registrant information) will be sent or 
given to employees as specified by Rule 428(b)(1).  Such 
documents need not be filed with the Securities and Exchange 
Commission either as part of this Registration Statement or 
as prospectuses or prospectus supplements pursuant to Rule 424.  
These documents and the documents incorporated by reference in 
this Registration Statement pursuant to Item 3 of Part II of 
this form, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Securities Act of 1933.

     PART II

     INFORMATION REQUIRED IN THE 
     REGISTRATION STATEMENT

Item 3.          Incorporation of Certain Documents by Reference.

The following documents of Exten Industries, Inc., a Delaware 
corporation (the "Company"), previously filed with the 
Commission are incorporated herein by reference:

1.     Annual Report on Form 10-KSB for the year ended 
November 30, 1997 (the " Annual Report").

2.      Quarterly Report on Form 10-QSB for the Period ended 
February 28, 1998.

3.     Quarterly Report on Form 10-QSB for the Period ended 
May 31, 1998.

4.     The description of the Registrant's Common Stock 
contained in the Registration Statement on Form 8-A filed 
by the Registrant to register the Common Stock under the 
Exchange Act, including all amendments and reports filed 
for the purpose of updating such description prior to the 
termination of the offering of the Common Stock offered hereby.

In addition, all documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities 
and Exchange Act of 1934 (the "Exchange Act") prior to the filing 
of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by 
reference into the prospectus and to be a part hereof from the 
date of filing of such documents.


Item 4.     Description of Securities.

The common stock of the Company, $.01 per value (the "Common 
Stock"), is registered pursuant to Section 12 of the Exchange 
Act, and, therefore, the description of securities is omitted.


Item 5.     Interests of Named Experts and Counsel.

None.


Item 6.     Indemnification of Directors and Officers

Delaware General Corporation Law provides that a Delaware 
corporation may indemnify any person who is or was serving 
at the request of the corporation as a director, officer, 
partner, trustee, employee, or agent of another foreign or 
domestic corporation, partnership, joint venture, trust or 
other enterprise or employee benefit plan ("director"), that 
is made a party to any proceeding by reason of service in 
that capacity unless it is established that the act or 
omission of the director was material to the matter giving 
rise to the proceeding and was committed in bad faith or 
was the result of active and deliberate dishonesty; or the 
director actually received an improper personal benefit in 
money, property or services; or, in the case of any criminal 
proceeding, the director had reasonable cause to believe that 
the act or omission was unlawful.  Indemnification may be 
against judgments, penalties, fines, settlements, and reasonable 
expenses actually incurred by the director in connection with 
the proceeding, but if the proceeding was one by or in the 
right of the corporation, indemnification may not be made in 
respect of any proceeding in which the director shall be 
adjudged to be liable to the corporation.  Such indemnification 
may not be made unless authorized for a specific proceeding 
after a determination has been made, in a manner prescribed 
by law, that indemnification is permissible in the circumstances 
because the director has met the applicable standard of conduct.  
The director must be indemnified for expenses, however, if he has 
been successful in the defense of the proceeding or as otherwise 
ordered by a court.  The law also prescribes the circumstances 
under which a corporation may advance expenses to, or obtain 
insurance or similar cover for, directors.

The Company's Certificate of Incorporation provides for 
indemnification of the officers and directors of the Company 
and eliminates the liability of a director or officer to the 
Company or its stockholders for money damages to the fullest 
extent permitted by Delaware law.  


Item 7.     Exemption from Registration Claimed.

Not applicable.


Item 8.     Exhibits.

See Exhibit Index appearing at sequentially numbered page 5.


Item 9.     Undertakings.

The undersigned registrant hereby undertakes:

(b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities 
Act, each filing of the registrant's annual report pursuant 
to Section 13(a) or Section 15(d) of the Exchange Act (and, 
where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) 
that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(h)  Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that 
in the opinion of the Securities and Exchange Commission such 
indemnification is against pubic policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a  
claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by 
a director, officer or controlling person of the registrant in 
the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant 
will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed 
in the Securities Act and will be governed by the final 
adjudication of such issue.


     EXHIBIT INDEX

Exhibit                                                            Sequential
Number       Description                                            Page No. 

 4.1         1998 Stock Compensation Plan of Exten Industries, Inc.,   7
             adopted as of September 7, 1998. 

 5.1         Opinion of Jeffers, Wilson, Shaff & Falk, LLP.           19

23.1         Consent of J.H. Cohn LLP.                                21

23.2         Consent of Jeffers, Wilson & Shaff & Falk, LLP           19
             (included in Exhibit 5.1).

24.1         Power of Attorney (included on the Signature Page).       6

     SIGNATURES

The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it 
has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the City of 
San Diego, State of California, on October 12, 1998.


                                    EXTEN INDUSTRIES, INC.
                                    By:  /s/ W. Gerald Newmin
                                    W. Gerald Newmin, CEO, Secretary and
                                                   Chairman of the Board

     POWER OF ATTORNEY

We, the undersigned directors of EXTEN INDUSTRIES, INC., 
do hereby constitute and appoint W. Gerald Newmin, our 
true and lawful attorney and agent, to do any and all 
acts and things in our name and behalf in our capacities 
as directors and to execute any and all instruments for 
us and in our names in the capacities indicated below, 
which said attorney and agent may deem necessary or 
advisable to enable said corporation to comply with 
the Securities Act of 1933, as amended, and any rules, 
regulations, and requirements of the Securities and 
Exchange Commission, in connection with this Registration 
Statement, including specifically, but without limitation, 
power and authority to sign for us or any of us in our names 
and in the capacities indicated below, any and all amendments 
(including post-effective amendments) hereof; and we do hereby 
ratify and confirm all that the said attorney and agent shall 
do or cause to be done by virtue hereof.


Signatures            Title                       Date

/s/ W. Gerald Newmin  Chief Executive Officer,    October 12, 1998
W. Gerald Newmin      Secretary and Chairman 
                      of the Board     


/s/ Jerry G. Simek    President,Chief             October 12, 1998
Jerry G. Simek        Operating Officer 
                      and Director                    


/s/ Farrest Loper     Director                    October 12, 1998
Farrest Loper                              



     (Exhibit 4.1)


     EXTEN INDUSTRIES, INC.
     1998 STOCK COMPENSATION PLAN

     TABLE OF CONTENTS

                                                       Page

1.     PURPOSE                                           1

2.     DEFINITIONS                                       1

3.     EFFECTIVE DATE.                                   3

4.     ADMINISTRATION.                                   3

5.     PARTICIPATION.                                    4

6.     STOCK SUBJECT TO THE PLAN.                        4

7.     PERFORMANCE AWARDS.                               4

8.     STOCK PAYMENTS.                                   5

9.     RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES      5
       a.     Employee Status                            5
       b.     No Employment Contract                     5
       c.     Plan Not Funded                            5
       d.     Adjustment Upon Recapitalizations 
               and Corporate Changes                     6
       e.     Rights as a Stockholder                    6
       f.     Deferral of Payments                       6
       g.     Acceleration of Awards                     6

10.    MISCELLANEOUS                                     7
       a.     Termination, Suspension and Amendment      7
       b.     No Fractional Shares                       7
       c.     Tax Withholding and Tax Bonuses            7
       d.     Compliance with Laws                       8
       e.     Governing Laws                             8
       f.     Securities Law Requirements                9
       g.     Execution                                 10


     EXTEN INDUSTRIES, INC.
     1998 STOCK COMPENSATION PLAN

1.     PURPOSE

The Plan is intended to provide incentive to key employees, 
officers and directors of, and key consultants, vendors, 
customers, and others who provide significant services to, 
the Corporation, to encourage proprietary interest in the 
Corporation, to encourage such key employees to remain in 
the employ of the Corporation and its Subsidiaries, to 
attract new employees with outstanding qualifications, and 
to afford additional incentive to consultants, vendors, 
customers, and others to increase their efforts in providing 
significant services to the Corporation.  

2.     DEFINITIONS.

       a.     "Award" shall mean a Performance Award or a Stock Payment 
              granted pursuant to the Plan.

       b.     "Board" shall mean the Board of Directors of the Corporation.

       c.     "Code" shall mean the Internal Revenue Code of 1986, as amended.

       d.     "Committee" shall mean the committee, if any, appointed by the
              Board in accordance with Section 4 of the Plan; provided, however,
              that the Committee shall be reconstituted to include only Non-
              Employee Directors if any Award is to be made to a Director or 
              Officer.

       e.     "Common Stock" shall mean the Common Stock, par value $0.01, 
              per share par value, of the Corporation.

       f.     "Corporation" shall mean Exten Industries, Inc., a Delaware 
              corporation.

       g.     "Eligible Person" shall mean any of the following:

              i.     an individual who is employed (within the meaning of 
                     the Code Section 3401 and the regulations thereunder) by 
                     the Corporation;

              ii.    a service provider, consultant, customer or vendor to the 
                     Corporation; and

              iii.   a non-employee director of the Corporation who is not a 
                     member of the Committee


       h.     "Event" shall mean any of the following:

              i.     Any person or entity (or group of affiliated persons or 
                     entities) acquired in one or more transactions, whether 
                     before or after the effective date of the Plan, ownership 
                     of more than 50 percent of the outstanding shares of stock 
                     entitled to vote in the election of directors of the 
                     Corporation; 

              ii.    The dissolution or liquidation of the Corporation or a 
                     reorganization, merger or consolidation of the Corporation 
                     with one or more entities, as a result of which the 
                     Corporation is not the surviving entity, or a sale of all 
                     or substantially all of the assets of the Corporation as an
                     entirety to another entity; or

              iii.   For purposes of this definition, ownership does not 
                     include ownership (1) by a person owning such shares merely
                     of record (such as a member of a securities exchange, a 
                     nominee or a securities depositary system), (2) by a person
                     as a bona fide pledgee of shares prior to a default and 
                     determination to exercise powers as an owner of the shares,
                     (3) by a person who is not required to file statements on 
                     Schedule 13D by virtue of Rule 13d-1(b) of the Securities 
                     and Exchange Commission under the Exchange Act, or (4) by 
                     a person who owns or holds shares as an underwriter 
                     acquired in connection with an underwritten offering 
                     pending and for purposes of resale.

       i.     "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
              amended from time to time.

       j.     "Fair Market Value" shall mean the value of one (1) Share of 
              Common Stock, determined as follows:

              i.     If the Shares are traded on an exchange, the price at which
                     Shares traded at the close of business on the date of 
                     valuation;

              ii.    If the Shares are traded over-the-counter on the NASDAQ
                     System, the closing price if one is available, or the mean 
                     between the bid and asked prices on said System at the 
                     close of business on the date of valuation; and

              iii.   If neither (i) nor (ii) applies, the fair market value 
                     as determined by the Board or the Committee in good faith.
                     Such determination shall be conclusive and binding on all 
                     persons.

       k.     "Non-Employee Director" shall have the meaning ascribed to that 
              term in Rule 16b-3(b)(3).  (17, C.F.R. 240.16b-3(b)(3).)

       l.     "Participant" shall mean an Eligible Person who has received an
               Award under the Plan.

       m.     "Performance Award" shall have the meaning ascribed to such term 
              in Article 7.

       n.     "Plan" shall mean the Exten Industries, Inc. 1998 Stock
              Compensation Plan, as it may be amended from time to time.

       o.     "Share" shall mean one (1) share of Common Stock, adjusted in 
              accordance with Section 9(d) of the Plan (if applicable).

       p.     "Securities Act" shall mean the Securities Act of 1933, as amended
              from time to time.

       q.     "Stock Payment" shall mean a payment in the form of Shares made in
              lieu of or in addition to all or any portion of the compensation.

3.     EFFECTIVE DATE.

The Plan was adopted by the Board on September 7,1998.  The effective date of 
the Plan shall be September 7, 1998.  Initially, 5,000,000 Shares of common 
stock have been reserved for issuance under the Plan.

4.     ADMINISTRATION.

       a.     The Plan shall be administered by the Board in compliance with 
              Rule 16b-3 of the Exchange Act ("Rule 16b-3), or by the Committee 
              appointed by the Board, which Committee shall be constituted to 
              permit the Plan to comply with Rule 16b-3, and which shall consist
              of not less than two (2) members.  

       b.     The Board shall appoint one of the members of the Committee, if 
              there be one, as Chairman of the Committee.  

       c.     If a Committee has been appointed, the Committee shall hold 
              meetings at such times and places as it may determine.  Acts of a 
              majority of the Committee at which a quorum is present, or acts 
              reduced to or approved in writing by a majority of the members of 
              the Committee, shall be the valid acts of the Committee.  

       d.     The Board, or the Committee if there be one, shall from time to 
              time at its discretion select the Eligible Persons who are to be 
              granted Awards and determine the number of Shares to be applicable
              to such Award.  

       e.     The interpretation and construction by the Board, or by the 
              Committee if there be one, of any provision of the Plan or of any 
              Award granted thereunder shall be final.  

       f.     No member of the Board or of the Committee shall be liable for any
              action or determination made in good faith with respect to the 
              Plan or any Award granted thereunder.  

       g.     In addition to any right of indemnification provided by the 
              Certificate of Incorporation or Bylaws of the Corporation, such 
              person shall be indemnified and held harmless by the Corporation 
              from any loss, cost, liability or expense that may be imposed upon
              or reasonably incurred by him in connection with any claim, suit, 
              action or proceeding to which he may be a party by reason of any 
              action or omission under the Plan.

       h.     In the case of an award to an Eligible Person who is not an
              employee of the Corporation, a majority of the Committee shall 
              determine that the value of the services to be rendered to the 
              Corporation by such non-employee director or service provider is 
              at least equal to the value of the Award granted.

5.     PARTICIPATION.

The Awards may be granted to such Eligible Persons as the Board 
or the Committee may select.

6.     STOCK SUBJECT TO THE PLAN.

       a.     The stock subject to Awards granted under the Plan shall be Shares
              of the Corporation's authorized but unissued or reacquired Common 
              Stock.  The aggregate number of Shares which may be issued as 
              Awards under the Plan shall not exceed 5,000,000 Shares.  

       b.     Any Shares withheld by the Corporation pursuant to Section 10(c) 
              shall not be deemed to be issued.  The number of withheld Shares 
              shall be deducted from the applicable Award and shall not entitle 
              the Participant to receive additional Shares.

       c.     The limitations established by this Article 6 shall be subject to 
              adjustment in the manner provided in Section 9(d) hereof upon the 
              occurrence of an event specified therein.

7.     PERFORMANCE AWARDS.

One or more Performance Awards may be granted to any Eligible Person providing 
services to or for the Corporation.  The value of such Awards may be linked to 
the market value, book value or other measure of the value of the Common Stock 
or other specific performance criteria determined appropriate by the Board or 
the Committee, in each case on a specified date or over any period determined by
the Board or the Committee, or may be based upon the appreciation in the market 
value, book value or other measure of the value of a specified number of shares 
of Common stock over a fixed period determined by the Board or the Committee.  
In making such determinations, the Board or the Committee shall consider (among 
such other factors as it deems relevant in light of the specific type of award) 
the contributions, responsibilities and other compensation of the Award 
recipient.

8.     STOCK PAYMENTS.

The Board or the Committee may approve Stock Payments to Eligible Persons who 
elect to receive such payments in the manner determined from time to time by the
Board or the Committee.  The number of shares shall be determined by the Board 
or the Committee and may be based upon the Fair Market Value, book value or 
other measure of the value of such shares on the Award Date or on any date 
thereafter.

9.     RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES

       a.     Employee Status.  Status as an Eligible Employee shall not be 
              construed as a commitment that any Award will be made under the 
              Plan to an Eligible Employee or to Eligible Employees generally.

       b.     No Employment Contract.  Nothing contained in the Plan (or in the 
              Award Agreements or in any other documents related to the Plan or 
              to Awards) shall confer upon any Eligible Person any right to join
              or continue in the employ of the Corporation or constitute any 
              contract or agreement of employment, or interfere in any way with 
              the right of the Corporation to reduce such person's compensation 
              or to terminate the employment or other contract or arrangement of
              such Eligible Person, with or without cause, but nothing contained
              in the plan or any document related thereto shall affect any other
              contractual right of any Participant.  Nothing contained in the 
              Plan (or in the Award Agreements or in any other documents related
              to the Plan or the Awards) shall confer upon any director of the 
              Corporation any right to continue as a director of the 
              Corporation.

       c.     Plan Not Funded.  No Eligible Person or other person shall have 
              any right, title or interest in any fund or in any specific asset 
              (including shares of Common Stock) of the Corporation by reason of
              any Award granted hereunder.  There shall be no funding of any
              benefits which may become payable hereunder.  Neither the 
              provisions of the Plan (or of any documents related hereto), nor 
              the creation or adoption of the Plan, nor any action taken 
              pursuant to the provisions of the Plan shall create, or be 
              construed to create, a trust of any kind or a fiduciary 
              relationship between the Corporation and any Eligible Person.  To 
              the extent that an Eligible Person acquires a right to receive an 
              Award hereunder, such recipient shall have no greater rights than 
              the right of any unsecured general creditor of the Corporation.  
              Awards payable under the Plan shall be paid in shares of Common 
              Stock and no special or separate fund or deposit shall be 
              established and no segregation of shares shall be made to assure 
              payment of such Awards.

       d.     Adjustment Upon Recapitalizations and Corporate Changes.  If the 
              outstanding shares of Common Stock are changed into or exchanged 
              for cash or a different number or kind of shares or securities of 
              the Corporation, or if the outstanding shares of the Common Stock 
              are increased, decreased, exchanged for, or otherwise changed, or 
              if additional shares or new or different shares or securities are 
              distributed with respect to the outstanding shares of the Common 
              Stock, through a reorganization or merger in which the Corporation
              is the surviving entity or through a combination, consolidation, 
              recapitalization, reclassification, stock split, stock dividend, 
              reverse stock split, stock consolidation or other capital change 
              or adjustment, an appropriate adjustment shall be made in the 
              number and kind of shares of other consideration that is subject 
              to or may be delivered under the Plan and pursuant to outstanding 
              Awards that have been announced but not yet delivered to the 
              recipient Eligible Person pursuant to section 9(f).  

       e.     Rights as a Stockholder.  A Eligible Person, or a transferee of a 
              Eligible Person, shall have no rights as a stockholder with 
              respect to any Shares covered by his or her Award until the date
              of the issuance of a stock certificate for such Shares.  No 
              adjustment shall be made for dividends (ordinary or extraordinary,
              whether in cash, securities or other property), distributions or 
              other rights for which the record date is prior to the date such 
              stock certificate is issued, except as provided in Section 9(d) 
              hereof.

       f.     Deferral of Payments.  The Board or the Committee may approve the 
              deferral of any payments that may become due under the Plan.  Such
              deferrals shall be subject to any conditions, restrictions or 
              requirements as the Board or the Committee may determine.

       g.     Acceleration of Awards.  Immediately prior to the occurrence of an
              Event, each Award outstanding under the Plan shall be fully vested
              or exercisable, unless, prior to the Event, the Board or the 
              Committee otherwise determines that there shall be no such 
              acceleration or vesting of an Award or otherwise determines those 
              Awards which shall be accelerated or vested and to the extent to 
              which they shall be accelerated or vested, or that an Award shall 
              terminate, or unless in connection with such Event the Board 
              provides (i) for the assumption of such Awards theretofore 
              granted, or (ii) for the substitution for such Awards of new 
              awards covering securities or obligations (or any combination 
              thereof) of a successor corporation, or a parent or subsidiary 
              thereof, with appropriate adjustments as to number and kind of 
              shares and prices, or (iii) for the payment of the Fair Market 
              Value of the then outstanding Awards.  In addition, the Board or 
              the Committee may grant such additional rights in the foregoing 
              circumstances as the Board or the Committee deems to be in the 
              best interest of the recipient and the Corporation in order to 
              preserve for the recipient the benefits of an Award.  For 
              purposes of this Section 9(g) only, Board shall mean the 
              Board of Directors of the Corporation as constituted immediately 
              prior to the Event.  In addition, the Board may in its sole 
              discretion accelerate vesting of any or all Awards outstanding 
              under the Plan in circumstances under which the Board or the 
              Committee determines such acceleration appropriate.

10.    MISCELLANEOUS

       a.     Termination, Suspension and Amendment.  The Board may, at any 
              time, suspend, amend, modify or terminate the Plan (or any part 
              thereof) and may, with the consent of an Award recipient, 
              authorize such modifications of the terms and conditions of such 
              recipient's Award as it shall deem advisable.

              i.     No Awards under the Plan may be granted or amended during 
                     any suspension of the Plan or after its termination.  The 
                     amendment, suspension or termination of the Plan shall not,
                     without the consent of the Award recipient, alter or impair
                     any rights or obligations pertaining to any Awards granted 
                     under the Plan prior to such amendment, suspension or 
                     termination.

              ii.    Neither adoption of the Plan nor the provisions hereof 
                     shall limit the authority of the Board to adopt other plans
                     or to authorize other payments of compensation and benefits
                     under applicable law.

       b.     No Fractional Shares.  No Award or installment thereof shall be 
              exercisable except in respect of whole shares, and  fractional 
              share interests shall be disregarded.

       c.     Tax Withholding and Tax Bonuses.  

              i.     Federal, state or local taxes that are subject to the 
                     withholding of tax at the source shall be withheld by the 
                     Corporation so required by applicable law.  

              ii.    The Corporation is entitled to require deduction from 
                     other compensation, if any, payable to each Eligible Person
                     or, in the alternative:  

                    (1)     The Corporation may require the Participant to 
                            advance such sums; or 

                    (2)     If a Participant elects, the Corporation may 
                            withhold (or require the return of) Shares having 
                            the Fair Market Value equal to the sums required to 
                            be withheld.  If the Participant elects to advance 
                            such sums directly, written notice of that election 
                            shall be delivered prior to the Award and whether 
                            pursuant to such election or pursuant to a 
                            requirement imposed by the Corporation, payment in 
                            cash or by check of such sums for taxes shall be 
                            delivered within 10 days after the Award date.

              iii.   If the Participant elects to have the Corporation withhold 
                     Shares (or be entitled to the return of Shares) having a 
                     Fair Market Value equal to the sums required to be 
                     withheld, the value of the Shares to be withheld (or 
                     returned) will be equal to the Fair Market Value on the 
                     date the amount of tax to be withheld (or subject to 
                     return) is to be determined.  Elections by Eligible Persons
                     to have Shares withheld (or subject to return) for this
                     purpose will be subject to the following restrictions:  

                    (1)     the election must be made prior to the Tax Date; 

                    (2)     the election must be irrevocable; 

                    (3)     the election will be subject to the Board's 
                            disapproval; and 

                    (4)     if the Participant is an "officer" within the 
                            meaning of Section 16 of the Exchange Act, the 
                            election shall be subject to such additional 
                            restrictions as the Board or the Committee may 
                            impose in an effort to secure the benefits of any 
                            regulations thereunder.

              iv.    The Corporation shall not be obligated to issue shares to 
                     the Participant upon any Award exercise until such payment 
                     has been received or Shares have been withheld, unless 
                     withholding (or offset against a cash payment) as of or 
                     prior to the exercise date is sufficient to cover all such 
                     sums due or which may be due with respect to such exercise.

       d.     Compliance with Laws.  

              i.     The granting of Awards under the Plan is subject to such 
                     additional requirements as the Board or the Committee may 
                     impose to assure or facilitate compliance with all 
                     applicable federal and state laws, rules and regulations 
                     (including, without limitation, securities laws and margin 
                     requirements) and to such approvals by any regulatory or 
                     governmental agency which may be necessary or advisable in 
                     connection therewith.

              ii.    In connection with the administration of the Plan or the 
                     grant of any Award, the Board or the Committee may impose 
                     such further limitations or conditions as in its opinion 
                     may be required or advisable to satisfy, or secure the 
                     benefits of, applicable regulatory requirements (including 
                     those rules that facilitate exemption from or compliance 
                     with the Securities Act or the Exchange Act), the 
                     requirements of any stock exchange upon which such shares 
                     or shares of the same class are then listed, and any blue 
                     sky or other securities laws applicable to such shares.


       e.     Governing Laws.  The Plan and all Awards granted under the Plan 
              and the documents evidencing Awards shall be governed by, and 
              construed in accordance with, the laws of the State of California,
              except as to those matters governed by the laws of the State of 
              Delaware as the state of incorporation of the Corporation.

       f.     Securities Law Requirements.

              i.     Legality of Issuance.  The issuance of any Shares upon the 
                     granting of any  Award shall be contingent upon the
                     following:

                    (1)     the Corporation and the Participant shall have taken
                            all action required to register the Shares under the
                            Securities Act of 1933, as amended (the "Act"), and 
                            to qualify the Shares under any and all applicable 
                            state securities or "blue sky" laws or regulations, 
                            or to perfect an exemption from the respective 
                            registration and qualification requirements thereof;

                    (2)     any applicable listing requirement of any stock 
                            exchange on which the Common Stock is listed shall 
                            have been satisfied; and

                    (3)     any other applicable provision of state or federal
                            law shall have been satisfied.

              ii.    Restrictions on Transfer.  Regardless of whether the
                     offering and sale of Shares under the Plan has been 
                     registered under the Securities Act or has been registered 
                     or qualified under the securities laws of any state, the 
                     Corporation may impose restrictions on the sale, pledge or 
                     other transfer of such Shares (including the placement of 
                     appropriate legends on stock certificates) if, in the 
                     judgment of the Corporation and its counsel, such 
                     restrictions are necessary or desirable in order to achieve
                     compliance with the provisions of the Securities Act, the 
                     securities laws of any state or any other law, or as a 
                     condition of making the Award.  In the event that the sale 
                     of Shares under the Plan is not registered under the 
                     Securities Act but an exemption is available which required
                     and investment representation or other representation, each
                     Participant shall be required to represent that such Shares
                     are being acquired for investment, and not with a view to 
                     the sale or distribution thereof, and to make such other 
                     representations as are deemed necessary or appropriate by 
                     the Corporation and its counsel.  Any determination by the 
                     Corporation and its counsel connection with any of the 
                     matters set forth in this Section 10(f)(ii) shall be 
                     conclusive and binding on all persons. Stock certificates 
                     evidencing Shares acquired under the Plan pursuant to an 
                     unregistered transaction shall bear the following 
                     restrictive legend and such other restrictive legends as 
                     are required or deemed advisable under the provisions of 
                     any applicable law.


                     "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 
                     "SECURITIES ACT").  ANY TRANSFER OF SUCH SECURITIES WILL BE
                     INVALID UNLESS A REGISTRATION STATEMENT UNDER THE 
                     SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
                     OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS 
                     UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
                     SECURITIES ACT."

              iii.   Registration or Qualification of Securities.  The 
                     Corporation may, but shall not be obligated to register or 
                     qualify the issuance of Awards and/or the sale of Shares 
                     under the Securities Act or any other applicable law.  The 
                     Corporation shall not be obligated to take any affirmative 
                     action in order to cause the issuance of Awards or the sale
                     of Shares under the plan to comply with any law.

              iv.    Exchange of Certificates.  If, in the opinion of the 
                     Corporation and its counsel, any legend placed on a stock 
                     certificate representing shares issued under the Plan is no
                     longer required, the holder of such certificate shall be 
                     entitled to exchange such certificate for a certificate 
                     representing the same number of Shares but lacking such 
                     legend.

       g.     Execution.  To record the adoption of the Plan in the form set 
              forth above by the Board effective as of September 7, 1998, 
              the Corporation has caused this Plan to be executed in the name 
              and on behalf of the Corporation where provided below by an 
              officer of the Corporation thereunto duly authorized.


                                     EXTEN INDUSTRIES, INC. 

                                     By: /s/ Jerry G. Simek
                                     Jerry G. Simek, President 

                                     ATTEST:

                                         /s/ W. Gerald Newmin 
                                     W. Gerald Newmin, Chief Executive 
                                     Officer and Secretary


Exhibit 5.1

JEFFERS, WILSON, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (949) 660-7700
FACSIMILE: (949) 660-7799

October 12, 1998

Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, CA 92126 
Attention: W. Gerald Newmin

Re:     Issuance of Shares Pursuant to S-8 Registration Statement

Dear Mr. Newmin:

This letter relates to the issuance of up to 5,000,000 shares 
of Common Stock, no par value (the "Shares"), of Exten Industries, 
a Delaware corporation (the "Company") registered pursuant to that 
Registration Statement on Form S-8, filed with the Securities and 
Exchange Commission on October 12, 1998 (the "Registration 
Statement").  You have requested that we deliver to you an opinion
as to whether the Shares will have been duly authorized, validly 
issued, and, when issued, will be fully paid and nonassessable 
shares of Common Stock of the Company.  We have also examined 
the Certificate of Incorporation, as amended, and such other 
corporate records, including the resolutions of the Company's 
Board of Directors, and such other documents as we have deemed 
necessary in order to express the opinion set forth below.  In 
our examination we have assumed the genuineness of all signatures 
and the authenticity of all documents submitted to us as originals 
and the conformity of all originals of all documents submitted to 
us as copies.  As to questions of fact material to such opinion, 
we have relied upon statements and representations of the Company. 

Our opinion is based on existing law which is subject to change 
either prospectively or retroactively.  Relevant laws could 
change in a manner that could adversely affect the Company or 
its stockholders.  We have no obligation to inform the Company 
of any such change in the law.  We have not been requested to 
opine, and we have not opined, as to any issues other than those 
expressly set forth herein.  This opinion extends only to 
questions relating to the validity of the Shares offered and 
sold under the Registration Statement.  We express no opinion 
with respect to any other issue.  

We are admitted to practice law in the State of California and 
our opinion is limited to federal law and the corporate laws of 
the State of California and the State of Delaware that affect 
such opinion.  We express no opinion with respect to any other 
law or the laws of any other jurisdiction. 

Assuming the Shares are issued and paid for in accordance with 
the terms of the offering described in the Registration Statement, 
including documents incorporated by reference thereto, and when 
certificates representing such Shares have been issued to the 
purchasers, based on the foregoing, we are of the opinion that 
the Shares will have been duly authorized, validly issued, and 
will be fully paid and nonassessable shares of Common Stock of 
the Company. 

For purposes of rendering this opinion we have made such legal 
and factual inquiries as we have deemed necessary under the 
circumstances.  Although we have not independently verified all 
of the facts relied upon for purposes hereof, nothing has come to 
our attention that has led us to believe that the facts are other 
than as stated herein or that there exist other material facts not 
considered.

Our Opinion contained herein is solely for the benefit of the 
Company and may be relied upon by the Company only in connection
with the Registration Statement.  In this regard, we hereby 
consent to the filing of this opinion, including this consent, 
as an exhibit to the Registration Statement. 

Very truly yours,




/s/ Jeffers, Wilson, Shaff & Falk, LLP        
Jeffers, Wilson, Shaff & Falk, LLP


EXHIBIT 23.1



     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration 
Statement on form S-8 being filed by Exten Industries, Inc. (the 
"Company") of our report dated February 9, 1998 (which includes 
an explanatory paragraph as to the Company's ability to continue 
as a going concern) appearing in the Company's Annual Report on 
Form 10-KSB (the "Form 10-KSB") for the fiscal year ended 
November 30,1997 on our audits of the financial statements of 
the Company as of November 30, 1997 and for the years ended 
November 30,1997 and 1996 also appearing in the Form 10-KSB.

/s/ J.H. Cohn LLP         
J.H. Cohn LLP


San Diego, California
October 1, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 47987}]
{"company-data": {"conformed-name": "EXTEN INDUSTRIES INC", "cik": "0000811779", "assigned-sic": "6199", "irs-number": "521412493", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65895", "film-number": "98727992"}, "business-address": {"street1": "9625 BLACK MOUNTAIN RD STE 218", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195789784"}, "mail-address": {"street1": "9625 BLACK MOUNTAIN RD STE 218", "city": "SAN DIEGO", "state": "CA", "zip": "92126"}, "former-company": {"former-conformed-name": "EXTEN VENTURES INC", "date-changed": "19910923"}}
As filed with the Securities and Exchange Commission on 
                    October 12, 1998      File No. 333- 

                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                                FORM S-8
                          Registration Statement
                               Under the
                          Securities Act of 1933

                         EXTEN INDUSTRIES, INC.
                         ---------------------- 
           (Exact Name of Registrant as Specified in its Charter)

         State of Delaware                      52-1412493
        ------------------                      ----------
     State or Other Jurisdiction       (IRS Employer Identification No.
    of Incorporation or Organization)

        9625 Black Mountain Road, Suite 218, San Diego, CA  92126
        ---------------------------------------------------------
        (Address of Principal Executive Offices)       (Zip Code)

                     1998 STOCK COMPENSATION PLAN
             -------------------------------------------
                      (Full Title of the Plan)

 W. Gerald Newmin,9625 Black Mountain Road, Suite 218, San Diego, CA 92126
 -------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

                              (619) 578-9784
                             ------------------
       (Telephone Number, Including Area Code, of Agent for Service)

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X

                       CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
                                         Maximum     Maximum
Title of                      Amount     Offering    Aggregate      Amount of
securities to                 to be	      Price      Offering     Registration
be Registered               Registered   Per Share     Price           Fee
-----------------------------------------------------------------------------
Common Stock, no par value  5,000,000      $0.03     $150,000         $ 44

(1)     Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457 (c) and (h)(1), based on the closing price of the Company's
Common Stock.

     PART I

     INFORMATION REQUIRED IN THE
     SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I 
(plan information and registrant information) will be sent or 
given to employees as specified by Rule 428(b)(1).  Such 
documents need not be filed with the Securities and Exchange 
Commission either as part of this Registration Statement or 
as prospectuses or prospectus supplements pursuant to Rule 424.  
These documents and the documents incorporated by reference in 
this Registration Statement pursuant to Item 3 of Part II of 
this form, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Securities Act of 1933.

     PART II

     INFORMATION REQUIRED IN THE 
     REGISTRATION STATEMENT

Item 3.          Incorporation of Certain Documents by Reference.

The following documents of Exten Industries, Inc., a Delaware 
corporation (the "Company"), previously filed with the 
Commission are incorporated herein by reference:

1.     Annual Report on Form 10-KSB for the year ended 
November 30, 1997 (the " Annual Report").

2.      Quarterly Report on Form 10-QSB for the Period ended 
February 28, 1998.

3.     Quarterly Report on Form 10-QSB for the Period ended 
May 31, 1998.

4.     The description of the Registrant's Common Stock 
contained in the Registration Statement on Form 8-A filed 
by the Registrant to register the Common Stock under the 
Exchange Act, including all amendments and reports filed 
for the purpose of updating such description prior to the 
termination of the offering of the Common Stock offered hereby.

In addition, all documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities 
and Exchange Act of 1934 (the "Exchange Act") prior to the filing 
of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by 
reference into the prospectus and to be a part hereof from the 
date of filing of such documents.

Item 4.     Description of Securities.

The common stock of the Company, $.01 per value (the "Common 
Stock"), is registered pursuant to Section 12 of the Exchange 
Act, and, therefore, the description of securities is omitted.

Item 5.     Interests of Named Experts and Counsel.

None.

Item 6.     Indemnification of Directors and Officers

Delaware General Corporation Law provides that a Delaware 
corporation may indemnify any person who is or was serving 
at the request of the corporation as a director, officer, 
partner, trustee, employee, or agent of another foreign or 
domestic corporation, partnership, joint venture, trust or 
other enterprise or employee benefit plan ("director"), that 
is made a party to any proceeding by reason of service in 
that capacity unless it is established that the act or 
omission of the director was material to the matter giving 
rise to the proceeding and was committed in bad faith or 
was the result of active and deliberate dishonesty; or the 
director actually received an improper personal benefit in 
money, property or services; or, in the case of any criminal 
proceeding, the director had reasonable cause to believe that 
the act or omission was unlawful.  Indemnification may be 
against judgments, penalties, fines, settlements, and reasonable 
expenses actually incurred by the director in connection with 
the proceeding, but if the proceeding was one by or in the 
right of the corporation, indemnification may not be made in 
respect of any proceeding in which the director shall be 
adjudged to be liable to the corporation.  Such indemnification 
may not be made unless authorized for a specific proceeding 
after a determination has been made, in a manner prescribed 
by law, that indemnification is permissible in the circumstances 
because the director has met the applicable standard of conduct.  
The director must be indemnified for expenses, however, if he has 
been successful in the defense of the proceeding or as otherwise 
ordered by a court.  The law also prescribes the circumstances 
under which a corporation may advance expenses to, or obtain 
insurance or similar cover for, directors.

The Company's Certificate of Incorporation provides for 
indemnification of the officers and directors of the Company 
and eliminates the liability of a director or officer to the 
Company or its stockholders for money damages to the fullest 
extent permitted by Delaware law.  

Item 7.     Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

See Exhibit Index appearing at sequentially numbered page 5.

Item 9.     Undertakings.

The undersigned registrant hereby undertakes:

(b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities 
Act, each filing of the registrant's annual report pursuant 
to Section 13(a) or Section 15(d) of the Exchange Act (and, 
where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) 
that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(h)  Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that 
in the opinion of the Securities and Exchange Commission such 
indemnification is against pubic policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a  
claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by 
a director, officer or controlling person of the registrant in 
the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant 
will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed 
in the Securities Act and will be governed by the final 
adjudication of such issue.

     EXHIBIT INDEX

Exhibit                                                            Sequential
Number       Description                                            Page No. 

 4.1         1998 Stock Compensation Plan of Exten Industries, Inc.,   7
             adopted as of September 7, 1998. 

 5.1         Opinion of Jeffers, Wilson, Shaff & Falk, LLP.           19

23.1         Consent of J.H. Cohn LLP.                                21

23.2         Consent of Jeffers, Wilson & Shaff & Falk, LLP           19
             (included in Exhibit 5.1).

24.1         Power of Attorney (included on the Signature Page).       6

     SIGNATURES

The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it 
has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the City of 
San Diego, State of California, on October 12, 1998.

                                    EXTEN INDUSTRIES, INC.
                                    By:  /s/ W. Gerald Newmin
                                    W. Gerald Newmin, CEO, Secretary and
                                                   Chairman of the Board

     POWER OF ATTORNEY

We, the undersigned directors of EXTEN INDUSTRIES, INC., 
do hereby constitute and appoint W. Gerald Newmin, our 
true and lawful attorney and agent, to do any and all 
acts and things in our name and behalf in our capacities 
as directors and to execute any and all instruments for 
us and in our names in the capacities indicated below, 
which said attorney and agent may deem necessary or 
advisable to enable said corporation to comply with 
the Securities Act of 1933, as amended, and any rules, 
regulations, and requirements of the Securities and 
Exchange Commission, in connection with this Registration 
Statement, including specifically, but without limitation, 
power and authority to sign for us or any of us in our names 
and in the capacities indicated below, any and all amendments 
(including post-effective amendments) hereof; and we do hereby 
ratify and confirm all that the said attorney and agent shall 
do or cause to be done by virtue hereof.

Signatures            Title                       Date

/s/ W. Gerald Newmin  Chief Executive Officer,    October 12, 1998
W. Gerald Newmin      Secretary and Chairman 
                      of the Board     

/s/ Jerry G. Simek    President,Chief             October 12, 1998
Jerry G. Simek        Operating Officer 
                      and Director                    

/s/ Farrest Loper     Director                    October 12, 1998
Farrest Loper                              

     (Exhibit 4.1)

     EXTEN INDUSTRIES, INC.
     1998 STOCK COMPENSATION PLAN

     TABLE OF CONTENTS

                                                       Page

1.     PURPOSE                                           1

2.     DEFINITIONS                                       1

3.     EFFECTIVE DATE.                                   3

4.     ADMINISTRATION.                                   3

5.     PARTICIPATION.                                    4

6.     STOCK SUBJECT TO THE PLAN.                        4

7.     PERFORMANCE AWARDS.                               4

8.     STOCK PAYMENTS.                                   5

9.     RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES      5
       a.     Employee Status                            5
       b.     No Employment Contract                     5
       c.     Plan Not Funded                            5
       d.     Adjustment Upon Recapitalizations 
               and Corporate Changes                     6
       e.     Rights as a Stockholder                    6
       f.     Deferral of Payments                       6
       g.     Acceleration of Awards                     6

10.    MISCELLANEOUS                                     7
       a.     Termination, Suspension and Amendment      7
       b.     No Fractional Shares                       7
       c.     Tax Withholding and Tax Bonuses            7
       d.     Compliance with Laws                       8
       e.     Governing Laws                             8
       f.     Securities Law Requirements                9
       g.     Execution                                 10

     EXTEN INDUSTRIES, INC.
     1998 STOCK COMPENSATION PLAN

1.     PURPOSE

The Plan is intended to provide incentive to key employees, 
officers and directors of, and key consultants, vendors, 
customers, and others who provide significant services to, 
the Corporation, to encourage proprietary interest in the 
Corporation, to encourage such key employees to remain in 
the employ of the Corporation and its Subsidiaries, to 
attract new employees with outstanding qualifications, and 
to afford additional incentive to consultants, vendors, 
customers, and others to increase their efforts in providing 
significant services to the Corporation.  

2.     DEFINITIONS.

       a.     "Award" shall mean a Performance Award or a Stock Payment 
              granted pursuant to the Plan.

       b.     "Board" shall mean the Board of Directors of the Corporation.

       c.     "Code" shall mean the Internal Revenue Code of 1986, as amended.

       d.     "Committee" shall mean the committee, if any, appointed by the
              Board in accordance with Section 4 of the Plan; provided, however,
              that the Committee shall be reconstituted to include only Non-
              Employee Directors if any Award is to be made to a Director or 
              Officer.

       e.     "Common Stock" shall mean the Common Stock, par value $0.01, 
              per share par value, of the Corporation.

       f.     "Corporation" shall mean Exten Industries, Inc., a Delaware 
              corporation.

       g.     "Eligible Person" shall mean any of the following:

              i.     an individual who is employed (within the meaning of 
                     the Code Section 3401 and the regulations thereunder) by 
                     the Corporation;

              ii.    a service provider, consultant, customer or vendor to the 
                     Corporation; and

              iii.   a non-employee director of the Corporation who is not a 
                     member of the Committee

       h.     "Event" shall mean any of the following:

              i.     Any person or entity (or group of affiliated persons or 
                     entities) acquired in one or more transactions, whether 
                     before or after the effective date of the Plan, ownership 
                     of more than 50 percent of the outstanding shares of stock 
                     entitled to vote in the election of directors of the 
                     Corporation; 

              ii.    The dissolution or liquidation of the Corporation or a 
                     reorganization, merger or consolidation of the Corporation 
                     with one or more entities, as a result of which the 
                     Corporation is not the surviving entity, or a sale of all 
                     or substantially all of the assets of the Corporation as an
                     entirety to another entity; or

              iii.   For purposes of this definition, ownership does not 
                     include ownership (1) by a person owning such shares merely
                     of record (such as a member of a securities exchange, a 
                     nominee or a securities depositary system), (2) by a person
                     as a bona fide pledgee of shares prior to a default and 
                     determination to exercise powers as an owner of the shares,
                     (3) by a person who is not required to file statements on 
                     Schedule 13D by virtue of Rule 13d-1(b) of the Securities 
                     and Exchange Commission under the Exchange Act, or (4) by 
                     a person who owns or holds shares as an underwriter 
                     acquired in connection with an underwritten offering 
                     pending and for purposes of resale.

       i.     "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
              amended from time to time.

       j.     "Fair Market Value" shall mean the value of one (1) Share of 
              Common Stock, determined as follows:

              i.     If the Shares are traded on an exchange, the price at which
                     Shares traded at the close of business on the date of 
                     valuation;

              ii.    If the Shares are traded over-the-counter on the NASDAQ
                     System, the closing price if one is available, or the mean 
                     between the bid and asked prices on said System at the 
                     close of business on the date of valuation; and

              iii.   If neither (i) nor (ii) applies, the fair market value 
                     as determined by the Board or the Committee in good faith.
                     Such determination shall be conclusive and binding on all 
                     persons.

       k.     "Non-Employee Director" shall have the meaning ascribed to that 
              term in Rule 16b-3(b)(3).  (17, C.F.R. 240.16b-3(b)(3).)

       l.     "Participant" shall mean an Eligible Person who has received an
               Award under the Plan.

       m.     "Performance Award" shall have the meaning ascribed to such term 
              in Article 7.

       n.     "Plan" shall mean the Exten Industries, Inc. 1998 Stock
              Compensation Plan, as it may be amended from time to time.

       o.     "Share" shall mean one (1) share of Common Stock, adjusted in 
              accordance with Section 9(d) of the Plan (if applicable).

       p.     "Securities Act" shall mean the Securities Act of 1933, as amended
              from time to time.

       q.     "Stock Payment" shall mean a payment in the form of Shares made in
              lieu of or in addition to all or any portion of the compensation.

3.     EFFECTIVE DATE.

The Plan was adopted by the Board on September 7,1998.  The effective date of 
the Plan shall be September 7, 1998.  Initially, 5,000,000 Shares of common 
stock have been reserved for issuance under the Plan.

4.     ADMINISTRATION.

       a.     The Plan shall be administered by the Board in compliance with 
              Rule 16b-3 of the Exchange Act ("Rule 16b-3), or by the Committee 
              appointed by the Board, which Committee shall be constituted to 
              permit the Plan to comply with Rule 16b-3, and which shall consist
              of not less than two (2) members.  

       b.     The Board shall appoint one of the members of the Committee, if 
              there be one, as Chairman of the Committee.  

       c.     If a Committee has been appointed, the Committee shall hold 
              meetings at such times and places as it may determine.  Acts of a 
              majority of the Committee at which a quorum is present, or acts 
              reduced to or approved in writing by a majority of the members of 
              the Committee, shall be the valid acts of the Committee.  

       d.     The Board, or the Committee if there be one, shall from time to 
              time at its discretion select the Eligible Persons who are to be 
              granted Awards and determine the number of Shares to be applicable
              to such Award.  

       e.     The interpretation and construction by the Board, or by the 
              Committee if there be one, of any provision of the Plan or of any 
              Award granted thereunder shall be final.  

       f.     No member of the Board or of the Committee shall be liable for any
              action or determination made in good faith with respect to the 
              Plan or any Award granted thereunder.  

       g.     In addition to any right of indemnification provided by the 
              Certificate of Incorporation or Bylaws of the Corporation, such 
              person shall be indemnified and held harmless by the Corporation 
              from any loss, cost, liability or expense that may be imposed upon
              or reasonably incurred by him in connection with any claim, suit, 
              action or proceeding to which he may be a party by reason of any 
              action or omission under the Plan.

       h.     In the case of an award to an Eligible Person who is not an
              employee of the Corporation, a majority of the Committee shall 
              determine that the value of the services to be rendered to the 
              Corporation by such non-employee director or service provider is 
              at least equal to the value of the Award granted.

5.     PARTICIPATION.

The Awards may be granted to such Eligible Persons as the Board 
or the Committee may select.

6.     STOCK SUBJECT TO THE PLAN.

       a.     The stock subject to Awards granted under the Plan shall be Shares
              of the Corporation's authorized but unissued or reacquired Common 
              Stock.  The aggregate number of Shares which may be issued as 
              Awards under the Plan shall not exceed 5,000,000 Shares.  

       b.     Any Shares withheld by the Corporation pursuant to Section 10(c) 
              shall not be deemed to be issued.  The number of withheld Shares 
              shall be deducted from the applicable Award and shall not entitle 
              the Participant to receive additional Shares.

       c.     The limitations established by this Article 6 shall be subject to 
              adjustment in the manner provided in Section 9(d) hereof upon the 
              occurrence of an event specified therein.

7.     PERFORMANCE AWARDS.

One or more Performance Awards may be granted to any Eligible Person providing 
services to or for the Corporation.  The value of such Awards may be linked to 
the market value, book value or other measure of the value of the Common Stock 
or other specific performance criteria determined appropriate by the Board or 
the Committee, in each case on a specified date or over any period determined by
the Board or the Committee, or may be based upon the appreciation in the market 
value, book value or other measure of the value of a specified number of shares 
of Common stock over a fixed period determined by the Board or the Committee.  
In making such determinations, the Board or the Committee shall consider (among 
such other factors as it deems relevant in light of the specific type of award) 
the contributions, responsibilities and other compensation of the Award 
recipient.

8.     STOCK PAYMENTS.

The Board or the Committee may approve Stock Payments to Eligible Persons who 
elect to receive such payments in the manner determined from time to time by the
Board or the Committee.  The number of shares shall be determined by the Board 
or the Committee and may be based upon the Fair Market Value, book value or 
other measure of the value of such shares on the Award Date or on any date 
thereafter.

9.     RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES

       a.     Employee Status.  Status as an Eligible Employee shall not be 
              construed as a commitment that any Award will be made under the 
              Plan to an Eligible Employee or to Eligible Employees generally.

       b.     No Employment Contract.  Nothing contained in the Plan (or in the 
              Award Agreements or in any other documents related to the Plan or 
              to Awards) shall confer upon any Eligible Person any right to join
              or continue in the employ of the Corporation or constitute any 
              contract or agreement of employment, or interfere in any way with 
              the right of the Corporation to reduce such person's compensation 
              or to terminate the employment or other contract or arrangement of
              such Eligible Person, with or without cause, but nothing contained
              in the plan or any document related thereto shall affect any other
              contractual right of any Participant.  Nothing contained in the 
              Plan (or in the Award Agreements or in any other documents related
              to the Plan or the Awards) shall confer upon any director of the 
              Corporation any right to continue as a director of the 
              Corporation.

       c.     Plan Not Funded.  No Eligible Person or other person shall have 
              any right, title or interest in any fund or in any specific asset 
              (including shares of Common Stock) of the Corporation by reason of
              any Award granted hereunder.  There shall be no funding of any
              benefits which may become payable hereunder.  Neither the 
              provisions of the Plan (or of any documents related hereto), nor 
              the creation or adoption of the Plan, nor any action taken 
              pursuant to the provisions of the Plan shall create, or be 
              construed to create, a trust of any kind or a fiduciary 
              relationship between the Corporation and any Eligible Person.  To 
              the extent that an Eligible Person acquires a right to receive an 
              Award hereunder, such recipient shall have no greater rights than 
              the right of any unsecured general creditor of the Corporation.  
              Awards payable under the Plan shall be paid in shares of Common 
              Stock and no special or separate fund or deposit shall be 
              established and no segregation of shares shall be made to assure 
              payment of such Awards.

       d.     Adjustment Upon Recapitalizations and Corporate Changes.  If the 
              outstanding shares of Common Stock are changed into or exchanged 
              for cash or a different number or kind of shares or securities of 
              the Corporation, or if the outstanding shares of the Common Stock 
              are increased, decreased, exchanged for, or otherwise changed, or 
              if additional shares or new or different shares or securities are 
              distributed with respect to the outstanding shares of the Common 
              Stock, through a reorganization or merger in which the Corporation
              is the surviving entity or through a combination, consolidation, 
              recapitalization, reclassification, stock split, stock dividend, 
              reverse stock split, stock consolidation or other capital change 
              or adjustment, an appropriate adjustment shall be made in the 
              number and kind of shares of other consideration that is subject 
              to or may be delivered under the Plan and pursuant to outstanding 
              Awards that have been announced but not yet delivered to the 
              recipient Eligible Person pursuant to section 9(f).  

       e.     Rights as a Stockholder.  A Eligible Person, or a transferee of a 
              Eligible Person, shall have no rights as a stockholder with 
              respect to any Shares covered by his or her Award until the date
              of the issuance of a stock certificate for such Shares.  No 
              adjustment shall be made for dividends (ordinary or extraordinary,
              whether in cash, securities or other property), distributions or 
              other rights for which the record date is prior to the date such 
              stock certificate is issued, except as provided in Section 9(d) 
              hereof.

       f.     Deferral of Payments.  The Board or the Committee may approve the 
              deferral of any payments that may become due under the Plan.  Such
              deferrals shall be subject to any conditions, restrictions or 
              requirements as the Board or the Committee may determine.

       g.     Acceleration of Awards.  Immediately prior to the occurrence of an
              Event, each Award outstanding under the Plan shall be fully vested
              or exercisable, unless, prior to the Event, the Board or the 
              Committee otherwise determines that there shall be no such 
              acceleration or vesting of an Award or otherwise determines those 
              Awards which shall be accelerated or vested and to the extent to 
              which they shall be accelerated or vested, or that an Award shall 
              terminate, or unless in connection with such Event the Board 
              provides (i) for the assumption of such Awards theretofore 
              granted, or (ii) for the substitution for such Awards of new 
              awards covering securities or obligations (or any combination 
              thereof) of a successor corporation, or a parent or subsidiary 
              thereof, with appropriate adjustments as to number and kind of 
              shares and prices, or (iii) for the payment of the Fair Market 
              Value of the then outstanding Awards.  In addition, the Board or 
              the Committee may grant such additional rights in the foregoing 
              circumstances as the Board or the Committee deems to be in the 
              best interest of the recipient and the Corporation in order to 
              preserve for the recipient the benefits of an Award.  For 
              purposes of this Section 9(g) only, Board shall mean the 
              Board of Directors of the Corporation as constituted immediately 
              prior to the Event.  In addition, the Board may in its sole 
              discretion accelerate vesting of any or all Awards outstanding 
              under the Plan in circumstances under which the Board or the 
              Committee determines such acceleration appropriate.

10.    MISCELLANEOUS

       a.     Termination, Suspension and Amendment.  The Board may, at any 
              time, suspend, amend, modify or terminate the Plan (or any part 
              thereof) and may, with the consent of an Award recipient, 
              authorize such modifications of the terms and conditions of such 
              recipient's Award as it shall deem advisable.

              i.     No Awards under the Plan may be granted or amended during 
                     any suspension of the Plan or after its termination.  The 
                     amendment, suspension or termination of the Plan shall not,
                     without the consent of the Award recipient, alter or impair
                     any rights or obligations pertaining to any Awards granted 
                     under the Plan prior to such amendment, suspension or 
                     termination.

              ii.    Neither adoption of the Plan nor the provisions hereof 
                     shall limit the authority of the Board to adopt other plans
                     or to authorize other payments of compensation and benefits
                     under applicable law.

       b.     No Fractional Shares.  No Award or installment thereof shall be 
              exercisable except in respect of whole shares, and  fractional 
              share interests shall be disregarded.

       c.     Tax Withholding and Tax Bonuses.  

              i.     Federal, state or local taxes that are subject to the 
                     withholding of tax at the source shall be withheld by the 
                     Corporation so required by applicable law.  

              ii.    The Corporation is entitled to require deduction from 
                     other compensation, if any, payable to each Eligible Person
                     or, in the alternative:  

                    (1)     The Corporation may require the Participant to 
                            advance such sums; or 

                    (2)     If a Participant elects, the Corporation may 
                            withhold (or require the return of) Shares having 
                            the Fair Market Value equal to the sums required to 
                            be withheld.  If the Participant elects to advance 
                            such sums directly, written notice of that election 
                            shall be delivered prior to the Award and whether 
                            pursuant to such election or pursuant to a 
                            requirement imposed by the Corporation, payment in 
                            cash or by check of such sums for taxes shall be 
                            delivered within 10 days after the Award date.

              iii.   If the Participant elects to have the Corporation withhold 
                     Shares (or be entitled to the return of Shares) having a 
                     Fair Market Value equal to the sums required to be 
                     withheld, the value of the Shares to be withheld (or 
                     returned) will be equal to the Fair Market Value on the 
                     date the amount of tax to be withheld (or subject to 
                     return) is to be determined.  Elections by Eligible Persons
                     to have Shares withheld (or subject to return) for this
                     purpose will be subject to the following restrictions:  

                    (1)     the election must be made prior to the Tax Date; 

                    (2)     the election must be irrevocable; 

                    (3)     the election will be subject to the Board's 
                            disapproval; and 

                    (4)     if the Participant is an "officer" within the 
                            meaning of Section 16 of the Exchange Act, the 
                            election shall be subject to such additional 
                            restrictions as the Board or the Committee may 
                            impose in an effort to secure the benefits of any 
                            regulations thereunder.

              iv.    The Corporation shall not be obligated to issue shares to 
                     the Participant upon any Award exercise until such payment 
                     has been received or Shares have been withheld, unless 
                     withholding (or offset against a cash payment) as of or 
                     prior to the exercise date is sufficient to cover all such 
                     sums due or which may be due with respect to such exercise.

       d.     Compliance with Laws.  

              i.     The granting of Awards under the Plan is subject to such 
                     additional requirements as the Board or the Committee may 
                     impose to assure or facilitate compliance with all 
                     applicable federal and state laws, rules and regulations 
                     (including, without limitation, securities laws and margin 
                     requirements) and to such approvals by any regulatory or 
                     governmental agency which may be necessary or advisable in 
                     connection therewith.

              ii.    In connection with the administration of the Plan or the 
                     grant of any Award, the Board or the Committee may impose 
                     such further limitations or conditions as in its opinion 
                     may be required or advisable to satisfy, or secure the 
                     benefits of, applicable regulatory requirements (including 
                     those rules that facilitate exemption from or compliance 
                     with the Securities Act or the Exchange Act), the 
                     requirements of any stock exchange upon which such shares 
                     or shares of the same class are then listed, and any blue 
                     sky or other securities laws applicable to such shares.

       e.     Governing Laws.  The Plan and all Awards granted under the Plan 
              and the documents evidencing Awards shall be governed by, and 
              construed in accordance with, the laws of the State of California,
              except as to those matters governed by the laws of the State of 
              Delaware as the state of incorporation of the Corporation.

       f.     Securities Law Requirements.

              i.     Legality of Issuance.  The issuance of any Shares upon the 
                     granting of any  Award shall be contingent upon the
                     following:

                    (1)     the Corporation and the Participant shall have taken
                            all action required to register the Shares under the
                            Securities Act of 1933, as amended (the "Act"), and 
                            to qualify the Shares under any and all applicable 
                            state securities or "blue sky" laws or regulations, 
                            or to perfect an exemption from the respective 
                            registration and qualification requirements thereof;

                    (2)     any applicable listing requirement of any stock 
                            exchange on which the Common Stock is listed shall 
                            have been satisfied; and

                    (3)     any other applicable provision of state or federal
                            law shall have been satisfied.

              ii.    Restrictions on Transfer.  Regardless of whether the
                     offering and sale of Shares under the Plan has been 
                     registered under the Securities Act or has been registered 
                     or qualified under the securities laws of any state, the 
                     Corporation may impose restrictions on the sale, pledge or 
                     other transfer of such Shares (including the placement of 
                     appropriate legends on stock certificates) if, in the 
                     judgment of the Corporation and its counsel, such 
                     restrictions are necessary or desirable in order to achieve
                     compliance with the provisions of the Securities Act, the 
                     securities laws of any state or any other law, or as a 
                     condition of making the Award.  In the event that the sale 
                     of Shares under the Plan is not registered under the 
                     Securities Act but an exemption is available which required
                     and investment representation or other representation, each
                     Participant shall be required to represent that such Shares
                     are being acquired for investment, and not with a view to 
                     the sale or distribution thereof, and to make such other 
                     representations as are deemed necessary or appropriate by 
                     the Corporation and its counsel.  Any determination by the 
                     Corporation and its counsel connection with any of the 
                     matters set forth in this Section 10(f)(ii) shall be 
                     conclusive and binding on all persons. Stock certificates 
                     evidencing Shares acquired under the Plan pursuant to an 
                     unregistered transaction shall bear the following 
                     restrictive legend and such other restrictive legends as 
                     are required or deemed advisable under the provisions of 
                     any applicable law.

                     "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 
                     "SECURITIES ACT").  ANY TRANSFER OF SUCH SECURITIES WILL BE
                     INVALID UNLESS A REGISTRATION STATEMENT UNDER THE 
                     SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
                     OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS 
                     UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
                     SECURITIES ACT."

              iii.   Registration or Qualification of Securities.  The 
                     Corporation may, but shall not be obligated to register or 
                     qualify the issuance of Awards and/or the sale of Shares 
                     under the Securities Act or any other applicable law.  The 
                     Corporation shall not be obligated to take any affirmative 
                     action in order to cause the issuance of Awards or the sale
                     of Shares under the plan to comply with any law.

              iv.    Exchange of Certificates.  If, in the opinion of the 
                     Corporation and its counsel, any legend placed on a stock 
                     certificate representing shares issued under the Plan is no
                     longer required, the holder of such certificate shall be 
                     entitled to exchange such certificate for a certificate 
                     representing the same number of Shares but lacking such 
                     legend.

       g.     Execution.  To record the adoption of the Plan in the form set 
              forth above by the Board effective as of September 7, 1998, 
              the Corporation has caused this Plan to be executed in the name 
              and on behalf of the Corporation where provided below by an 
              officer of the Corporation thereunto duly authorized.

                                     EXTEN INDUSTRIES, INC. 

                                     By: /s/ Jerry G. Simek
                                     Jerry G. Simek, President 

                                     ATTEST:

                                         /s/ W. Gerald Newmin 
                                     W. Gerald Newmin, Chief Executive 
                                     Officer and Secretary

Exhibit 5.1

JEFFERS, WILSON, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (949) 660-7700
FACSIMILE: (949) 660-7799

October 12, 1998

Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, CA 92126 
Attention: W. Gerald Newmin

Re:     Issuance of Shares Pursuant to S-8 Registration Statement

Dear Mr. Newmin:

This letter relates to the issuance of up to 5,000,000 shares 
of Common Stock, no par value (the "Shares"), of Exten Industries, 
a Delaware corporation (the "Company") registered pursuant to that 
Registration Statement on Form S-8, filed with the Securities and 
Exchange Commission on October 12, 1998 (the "Registration 
Statement").  You have requested that we deliver to you an opinion
as to whether the Shares will have been duly authorized, validly 
issued, and, when issued, will be fully paid and nonassessable 
shares of Common Stock of the Company.  We have also examined 
the Certificate of Incorporation, as amended, and such other 
corporate records, including the resolutions of the Company's 
Board of Directors, and such other documents as we have deemed 
necessary in order to express the opinion set forth below.  In 
our examination we have assumed the genuineness of all signatures 
and the authenticity of all documents submitted to us as originals 
and the conformity of all originals of all documents submitted to 
us as copies.  As to questions of fact material to such opinion, 
we have relied upon statements and representations of the Company. 

Our opinion is based on existing law which is subject to change 
either prospectively or retroactively.  Relevant laws could 
change in a manner that could adversely affect the Company or 
its stockholders.  We have no obligation to inform the Company 
of any such change in the law.  We have not been requested to 
opine, and we have not opined, as to any issues other than those 
expressly set forth herein.  This opinion extends only to 
questions relating to the validity of the Shares offered and 
sold under the Registration Statement.  We express no opinion 
with respect to any other issue.  

We are admitted to practice law in the State of California and 
our opinion is limited to federal law and the corporate laws of 
the State of California and the State of Delaware that affect 
such opinion.  We express no opinion with respect to any other 
law or the laws of any other jurisdiction. 

Assuming the Shares are issued and paid for in accordance with 
the terms of the offering described in the Registration Statement, 
including documents incorporated by reference thereto, and when 
certificates representing such Shares have been issued to the 
purchasers, based on the foregoing, we are of the opinion that 
the Shares will have been duly authorized, validly issued, and 
will be fully paid and nonassessable shares of Common Stock of 
the Company. 

For purposes of rendering this opinion we have made such legal 
and factual inquiries as we have deemed necessary under the 
circumstances.  Although we have not independently verified all 
of the facts relied upon for purposes hereof, nothing has come to 
our attention that has led us to believe that the facts are other 
than as stated herein or that there exist other material facts not 
considered.

Our Opinion contained herein is solely for the benefit of the 
Company and may be relied upon by the Company only in connection
with the Registration Statement.  In this regard, we hereby 
consent to the filing of this opinion, including this consent, 
as an exhibit to the Registration Statement. 

Very truly yours,

/s/ Jeffers, Wilson, Shaff & Falk, LLP        
Jeffers, Wilson, Shaff & Falk, LLP

EXHIBIT 23.1

     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration 
Statement on form S-8 being filed by Exten Industries, Inc. (the 
"Company") of our report dated February 9, 1998 (which includes 
an explanatory paragraph as to the Company's ability to continue 
as a going concern) appearing in the Company's Annual Report on 
Form 10-KSB (the "Form 10-KSB") for the fiscal year ended 
November 30,1997 on our audits of the financial statements of 
the Company as of November 30, 1997 and for the years ended 
November 30,1997 and 1996 also appearing in the Form 10-KSB.

/s/ J.H. Cohn LLP         
J.H. Cohn LLP

San Diego, California
October 1, 1998