As filed with the Securities and Exchange Commission on
                    May 28, 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)

            Employee Compensation & Consulting Services
            -------------------------------------------
                    (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
 Title of                     Maximum     Maximum
securities         Amount     Offering   Aggregate     Amount of
  to be            to be       Price     Offering    Registration
Registered       Registered   Per Share    Price           Fee
------------------------------------------------------------------
Common Stock      6,607,358     $0.06     $396,441        $100

(1) Calculated pursuant to Rule 457(h).

Item 3.  Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended
November 30, 1997 and Forms 10-QSB for the quarters ended 
February 28, 1998 and and Forms 8-K dated March 19, 1998 and 
April 8, 1998, filed under the Securities Exchange Act of 1934.

Does Not Apply

Item 6.  Indemnification of Directors and Officers:

Section 145 of the General Corporation Laws of Delaware (the 
"Act") provides that a corporation may indemnify a director or 
officer of the corporation and to purchase and maintain liability 
insurance for those persons as, and to the extent permitted by 
Article 7 of the Act.

The By-Laws of the Company contain provisions indemnifying its 
directors and officers to the extent permitted by Section 145, 
Article 7 of the General Corporation Law of Delaware (the "Act"), 
as amended from time to time.

The Company's Certificate of Incorporation limits directors' 
liability for monetary damages for breaches of their duties of 
care owed the Company to the fullest extent permitted by Delaware 
law.

Item 7.  Exemption From Registration Claimed

Does Not Apply

Item 8.  Exhibits

The following is a list of exhibits filed as part of the 
Registration Statement:

24.1  Consent of JH Cohn LLP
24.2  Consent and Opinion of Willaim Aul, Esq.

Item 9.  Undertakings

The undersigned hereby undertakes:

(1) (a)  To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration 
statement:

    (i)  To include any prospectus required by Section 10(a)(3) of 
the Securities Act of 1933;

    (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the 
most recent post-effective amendment thereof) which, individually 
or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement;

    (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the  registration 
statement or an material change to such information in the 
registration statement;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not 
apply if the Registration Statement is on Form S-3 or Form S-8 and 
the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of 
the Securities Exchange Act of 1934 that are incorporated by 
reference in the Registration Statement.

    (b)  That, for the purpose of determining any liability under 
the Securities act of 1933, each such post-effective amendment 
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.

    (c)  File a post-effective amendment to remove from 
registration any of the securities that remain unsold at the end 
of the offering.

(2)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 public 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 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 Act and will be governed by the final adjudication of such 
issue.

        SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe 
that it meets all the requirements for filing on Form S-8 and 
Exchange Act of 1934, are hereby incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as 
amended, subsequent to the date hereof and prior to the filing of 
a post-effective amendment which indicates that all securities 
offered hereby have been sold or which de-registers all securities 
covered hereby then remaining unsold shall be deemed to be 
incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of 
any future Annual or Quarterly Report to Stockholders which is 
deemed to be modified or superseded for purposes of this 
Registration Statement to the extent that such statement is 
replace or modified by a statement contained in a subsequently 
dated document incorporated by reference or contained in this
Registration Statement.

Item 4.  Description of Securities

Securities are registered under Section 12 of the Exchange Act

Item 5.  Interests of Named 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 
the 20th day of May 1998.

                              EXTEN INDUSTRIES, INC.

                              By:
                              W. Gerald Newmin
                              Chairman, Chief Executive Officer,
                                        and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following 
persons in the capacities and on the dates indicated.

Signature             Title                         Date
/S/W.Gerald Newmin
------------------    Chairman, President and       May 20, 1998
 W. Gerald Newmin     Chief Executive Officer

/S/Jerry G. Simek
------------------    Director                      May 20, 1998
 Jerry G. Simek 


INDEX TO EXHIBITS

Sequentially

Exhibit 
Number   Description

24.1     Consent of JH Cohn LLP
24.2     Consent and Opinion of William Aul, Esquire re:  Legality


Exhibit 24.1  Consent of Independent Accountants

CONSENT OF INDEPENDENT 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 appearing in the 
Company's Annual Report on Form 10-KSB for the fiscal year ended 
November 30, 1997 on our audit of the financial statements of the 
Company as of November 30, 1997 and for the year then ended also 
appearing in the Form 10-KSB.

                              J.H. COHN LLP
                              San Diego, California
                              May 20, 1998



Exhibit 24.2 Consent and Opinion of Esquire re:  Legality



May 20, 1998


Board of Directors
Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, California 92126

Re:  Legal Opinion - Issuance of New Shares
     & Consent for Use of Opinion in Registration Statement

Gentlemen:

You have asked for my law firm's opinion with respect to the 
matters set forth below in connection with the issuance and 
registration of 275,000 and 6,607,358 shares of the Common Stock 
(par value $0.01) (the "Shares") of Exten Industries, Inc., a 
Delaware corporation (the "Company") as described on the Form S-8 
Registration Statement (the "Registration Statement") which the 
Company has prepared for filing with the U.S. Securities and 
Exchange Commission under the Securities Act of 1933, as amended 
(the "Act") and the limited offering permit (the "Permit") which 
the Company has indicated it will seek from the California 
Department of Corporations in connection with the filing of an 
Application for Qualification by Coordination under California 
Corporations Code Section 25111 of the California Corporate 
Securities Act of 1968, as amended.

This Opinion Letter is governed by, and shall be interpreted in 
accordance with, the Legal Opinion Accord (the "Accord") of the 
ABA Section of Business Law (1991).  As a consequence, it is 
subject to a number of qualifications, exceptions, definitions, 
limitations on coverage and other limitations, all more 
particularly described in the Accord, and this Opinion Letter 
should be read in conjunction therewith.

You have not asked my law firm to participate and we have not 
participated in the preparation or review of the accuracy or 
completeness of the statements and representations made by the 
Registration Statement.  My law firm has not been asked to conduct 
or review any due diligence, and evaluate the completeness or the 
accuracy of the Registration Statement's disclosure of the 
Company's affairs, My law firm can therefore take no 
responsibility for nor have we verified independently or 
otherwise, any of the information contained in the Registration 
Statement.


Page Two
Opinion of Counsel:  Form S-8 Registration Statement
Board of Directors
May 20, 1998


The Company has provided my office with a certificate of its Chief
Executive officer certifying that the Company has received full
consideration for the issuance of the Shares.  We have also 
received photostatic copies of Minutes and Actions of the Board of 
Directors which the Company has provided (collectively, the 
"Corporate Actions") and upon which these issuances are based and 
on which I rely.

The Company has also assured me that all of the Shares to be 
issued pursuant to the Registration Statement will be issued only 
upon that receipt, from each proposed holder, of an executed 
Investment Agreement, acknowledging that the proposed holder meets 
or exceeds the suitability standards required by the Permit.  the 
Permit that the Company has indicated it will seek, requires that 
each proposed holder meet or exceed specified income and net worth 
suitability standards at the time that one or more certificates
representing the Shares are to be issued.  Finally, the offering, 
issuance, and sale of the shares shall only be undertaken upon 
issuance of the Permit and in compliance with Corporate Securities 
Act of 1968 as amended.

In connection with the opinion expressed below, I have examined 
and relied upon, as to factual matters, the photostatic copy of 
the Company's Registration Statement, the Corporate Actions, and 
the Company's assurances that it will comply with the Permit.  
With your permission, I have assumed the authenticity of the 
signatures presented on all documents received from the Company in 
connection with this matter and that there are no other 
understandings, arrangements, or other corporate actions or 
minutes which would limit, restrict, revoke, or repeal the 
proposed issuance's of the Company's Shares hereunder.

My law firm has examined and relied upon, as to matters of law, 
such considerations as I, in my judgement, have deemed necessary 
or appropriate to render the opinions expressed below.  This 
opinion is limited to federal law, the provisions of the Delaware 
General Corporation Law and the provisions of the California 
Corporate Securities Act of 1968, as amended.  I can assume no 
responsibility for the law of any other jurisdiction.

In the event that:  (i.) the Company files the Form S-8 
Registration Statement for the Shares described herein and the 
Registration Statement, as filed, becomes effective;  (ii.) upon 
the Company's receipt of an Order (issued by the California 
Department of Corporations granting the Company's Application
for a limited offering permit arising out of the Application that 
the Company has indicated it will file with the California 
Department of Corporations;  and (iii.) each of the Shares to be 
issued pursuant to the Registration Statement are issued in full 
compliance with the California Corporate Securities Act of 1968, 
as amended, then I will be of the opinion that the Company has 
received full consideration for the issuance of the Shares, that 
the Shares will be validly issued and non-assessable, and that the 
Shares will be issued in conformity with the registration 
requirements of the Act and the conditions and suitability 
standards required by the Permit.


Page Three
Opinion of Counsel:  Form S-8 Registration Statement
Board of Directors
May 20, 1998


This opinion is limited solely to the matters set forth herein and 
is delivered to you only with regard to and is intended for use 
solely in connection with the Registration Statement.  This 
Opinion should not be relied upon for any other purpose.

I hereby consent to the inclusion of this Opinion in the 
Registration Statement.

If you have any questions or if we can help you in any way, please 
call me.  Thank you for your inquiry.


// William M. Aul
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15431}]
{"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": "333-56347", "film-number": "98644289"}, "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
                    May 28, 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)

            Employee Compensation & Consulting Services
            -------------------------------------------
                    (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
 Title of                     Maximum     Maximum
securities         Amount     Offering   Aggregate     Amount of
  to be            to be       Price     Offering    Registration
Registered       Registered   Per Share    Price           Fee
------------------------------------------------------------------
Common Stock      6,607,358     $0.06     $396,441        $100

(1) Calculated pursuant to Rule 457(h).

Item 3.  Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended
November 30, 1997 and Forms 10-QSB for the quarters ended 
February 28, 1998 and and Forms 8-K dated March 19, 1998 and 
April 8, 1998, filed under the Securities Exchange Act of 1934.

Does Not Apply

Item 6.  Indemnification of Directors and Officers:

Section 145 of the General Corporation Laws of Delaware (the 
"Act") provides that a corporation may indemnify a director or 
officer of the corporation and to purchase and maintain liability 
insurance for those persons as, and to the extent permitted by 
Article 7 of the Act.

The By-Laws of the Company contain provisions indemnifying its 
directors and officers to the extent permitted by Section 145, 
Article 7 of the General Corporation Law of Delaware (the "Act"), 
as amended from time to time.

The Company's Certificate of Incorporation limits directors' 
liability for monetary damages for breaches of their duties of 
care owed the Company to the fullest extent permitted by Delaware 
law.

Item 7.  Exemption From Registration Claimed

Does Not Apply

Item 8.  Exhibits

The following is a list of exhibits filed as part of the 
Registration Statement:

24.1  Consent of JH Cohn LLP
24.2  Consent and Opinion of Willaim Aul, Esq.

Item 9.  Undertakings

The undersigned hereby undertakes:

(1) (a)  To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration 
statement:

    (i)  To include any prospectus required by Section 10(a)(3) of 
the Securities Act of 1933;

    (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the 
most recent post-effective amendment thereof) which, individually 
or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement;

    (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the  registration 
statement or an material change to such information in the 
registration statement;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not 
apply if the Registration Statement is on Form S-3 or Form S-8 and 
the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of 
the Securities Exchange Act of 1934 that are incorporated by 
reference in the Registration Statement.

    (b)  That, for the purpose of determining any liability under 
the Securities act of 1933, each such post-effective amendment 
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.

    (c)  File a post-effective amendment to remove from 
registration any of the securities that remain unsold at the end 
of the offering.

(2)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 public 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 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 Act and will be governed by the final adjudication of such 
issue.

        SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe 
that it meets all the requirements for filing on Form S-8 and 
Exchange Act of 1934, are hereby incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as 
amended, subsequent to the date hereof and prior to the filing of 
a post-effective amendment which indicates that all securities 
offered hereby have been sold or which de-registers all securities 
covered hereby then remaining unsold shall be deemed to be 
incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of 
any future Annual or Quarterly Report to Stockholders which is 
deemed to be modified or superseded for purposes of this 
Registration Statement to the extent that such statement is 
replace or modified by a statement contained in a subsequently 
dated document incorporated by reference or contained in this
Registration Statement.

Item 4.  Description of Securities

Securities are registered under Section 12 of the Exchange Act

Item 5.  Interests of Named 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 
the 20th day of May 1998.

                              EXTEN INDUSTRIES, INC.

                              By:
                              W. Gerald Newmin
                              Chairman, Chief Executive Officer,
                                        and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following 
persons in the capacities and on the dates indicated.

Signature             Title                         Date
/S/W.Gerald Newmin
------------------    Chairman, President and       May 20, 1998
 W. Gerald Newmin     Chief Executive Officer

/S/Jerry G. Simek
------------------    Director                      May 20, 1998
 Jerry G. Simek 

INDEX TO EXHIBITS

Sequentially

Exhibit 
Number   Description

24.1     Consent of JH Cohn LLP
24.2     Consent and Opinion of William Aul, Esquire re:  Legality

Exhibit 24.1  Consent of Independent Accountants

CONSENT OF INDEPENDENT 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 appearing in the 
Company's Annual Report on Form 10-KSB for the fiscal year ended 
November 30, 1997 on our audit of the financial statements of the 
Company as of November 30, 1997 and for the year then ended also 
appearing in the Form 10-KSB.

                              J.H. COHN LLP
                              San Diego, California
                              May 20, 1998

Exhibit 24.2 Consent and Opinion of Esquire re:  Legality

May 20, 1998

Board of Directors
Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, California 92126

Re:  Legal Opinion - Issuance of New Shares
     & Consent for Use of Opinion in Registration Statement

Gentlemen:

You have asked for my law firm's opinion with respect to the 
matters set forth below in connection with the issuance and 
registration of 275,000 and 6,607,358 shares of the Common Stock 
(par value $0.01) (the "Shares") of Exten Industries, Inc., a 
Delaware corporation (the "Company") as described on the Form S-8 
Registration Statement (the "Registration Statement") which the 
Company has prepared for filing with the U.S. Securities and 
Exchange Commission under the Securities Act of 1933, as amended 
(the "Act") and the limited offering permit (the "Permit") which 
the Company has indicated it will seek from the California 
Department of Corporations in connection with the filing of an 
Application for Qualification by Coordination under California 
Corporations Code Section 25111 of the California Corporate 
Securities Act of 1968, as amended.

This Opinion Letter is governed by, and shall be interpreted in 
accordance with, the Legal Opinion Accord (the "Accord") of the 
ABA Section of Business Law (1991).  As a consequence, it is 
subject to a number of qualifications, exceptions, definitions, 
limitations on coverage and other limitations, all more 
particularly described in the Accord, and this Opinion Letter 
should be read in conjunction therewith.

You have not asked my law firm to participate and we have not 
participated in the preparation or review of the accuracy or 
completeness of the statements and representations made by the 
Registration Statement.  My law firm has not been asked to conduct 
or review any due diligence, and evaluate the completeness or the 
accuracy of the Registration Statement's disclosure of the 
Company's affairs, My law firm can therefore take no 
responsibility for nor have we verified independently or 
otherwise, any of the information contained in the Registration 
Statement.

Page Two
Opinion of Counsel:  Form S-8 Registration Statement
Board of Directors
May 20, 1998

The Company has provided my office with a certificate of its Chief
Executive officer certifying that the Company has received full
consideration for the issuance of the Shares.  We have also 
received photostatic copies of Minutes and Actions of the Board of 
Directors which the Company has provided (collectively, the 
"Corporate Actions") and upon which these issuances are based and 
on which I rely.

The Company has also assured me that all of the Shares to be 
issued pursuant to the Registration Statement will be issued only 
upon that receipt, from each proposed holder, of an executed 
Investment Agreement, acknowledging that the proposed holder meets 
or exceeds the suitability standards required by the Permit.  the 
Permit that the Company has indicated it will seek, requires that 
each proposed holder meet or exceed specified income and net worth 
suitability standards at the time that one or more certificates
representing the Shares are to be issued.  Finally, the offering, 
issuance, and sale of the shares shall only be undertaken upon 
issuance of the Permit and in compliance with Corporate Securities 
Act of 1968 as amended.

In connection with the opinion expressed below, I have examined 
and relied upon, as to factual matters, the photostatic copy of 
the Company's Registration Statement, the Corporate Actions, and 
the Company's assurances that it will comply with the Permit.  
With your permission, I have assumed the authenticity of the 
signatures presented on all documents received from the Company in 
connection with this matter and that there are no other 
understandings, arrangements, or other corporate actions or 
minutes which would limit, restrict, revoke, or repeal the 
proposed issuance's of the Company's Shares hereunder.

My law firm has examined and relied upon, as to matters of law, 
such considerations as I, in my judgement, have deemed necessary 
or appropriate to render the opinions expressed below.  This 
opinion is limited to federal law, the provisions of the Delaware 
General Corporation Law and the provisions of the California 
Corporate Securities Act of 1968, as amended.  I can assume no 
responsibility for the law of any other jurisdiction.

In the event that:  (i.) the Company files the Form S-8 
Registration Statement for the Shares described herein and the 
Registration Statement, as filed, becomes effective;  (ii.) upon 
the Company's receipt of an Order (issued by the California 
Department of Corporations granting the Company's Application
for a limited offering permit arising out of the Application that 
the Company has indicated it will file with the California 
Department of Corporations;  and (iii.) each of the Shares to be 
issued pursuant to the Registration Statement are issued in full 
compliance with the California Corporate Securities Act of 1968, 
as amended, then I will be of the opinion that the Company has 
received full consideration for the issuance of the Shares, that 
the Shares will be validly issued and non-assessable, and that the 
Shares will be issued in conformity with the registration 
requirements of the Act and the conditions and suitability 
standards required by the Permit.

Page Three
Opinion of Counsel:  Form S-8 Registration Statement
Board of Directors
May 20, 1998

This opinion is limited solely to the matters set forth herein and 
is delivered to you only with regard to and is intended for use 
solely in connection with the Registration Statement.  This 
Opinion should not be relied upon for any other purpose.

I hereby consent to the inclusion of this Opinion in the 
Registration Statement.

If you have any questions or if we can help you in any way, please 
call me.  Thank you for your inquiry.

// William M. Aul