As filed with the Securities and Exchange Commission on October 28, 1999.
                         Commission File No.	0-20598.


                      Securities and Exchange Commission
                           Washington, D.C. 20549
                           _______________________

                                 FORM S-8
            Registration Statement Under The Securities Act of 1933
                          ________________________

                             DEFINITION, LTD.
                             ---------------
             (Exact name of Registrant as specified in its charter)

    	NEVADA                                         75-2293489
     ------                                         ----------
    (State or other jurisdiction of                (IRS Employer
     incorporation or organization)            				Identification No.)

    4625 W. Nevso Drive, Suite 2, Las Vegas,NV 89103, (702) 257-2367
    ----------------------------------------------------------------
    (Address including zip code, and telephone number, including area code,
     of registrant's principal executive offices)


                1999 KEY EMPLOYEE/DIRECTOR STOCK OPTION PLAN
                --------------------------------------------
                         (Full title of the plan)


                             Charles Kiefner
                                Chairman
                             Definition, Ltd.
                    4625 West Nevaso Drive, Suite 2
                        Las Vegas, Nevada 89103
                             (702) 257-2367
                             --------------
(Name and address, including zip code, and telephone number, including area
 code, of agents for service)

                                Copy to:

                        CHARLES A. CLEVELAND, P.S.
                      Charles A. Cleveland, Esquire
                    1212 North Washington, Suite 304
                      Spokane, Washington 99201-2401
                            (509) 326-1029

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement has become effective.

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]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE>
------------------------------------------------------------------------------
                       Calculation Of Registration Fee
                                      Proposed  	Proposed
                                   			maximum   	maximum
                                   			offering  	aggregate
Title of Securities 		Amount to be   	price      offering    Amount of
to be registered    		registered     	share[1]  	price[1]   	registration fee
----------------      ------------    --------   --------    ----------------
Common Stock,
$0.001 par value     	1,000,000 shares 	$0.55   	$550,000	  	$152.90 [2]
                                        [1] [3]
-----------------------------------------------------------------------------

[1] The maximum offering price was calculated pursuant to Rule 457(c), based
upon the closing bid price for the Common Stock on October 26, 1999.
[2] Minimum fee.
[3] Represents shares issuable upon the exercise of options granted under the
employee stock option plan. Pursuant to Rule 416(a), also covers additional
securities that may be offered as a result of stock splits, stock dividends
or similar transactions relating to these shares.

<PAGE>

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Definition, Ltd. (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to
in clause (i) above; (iii) all documents the Company has filed pursuant to
Sections 13(a), 13(c), 14or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. . All documents filed by the Registrant
after the date of this registration statement pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment (that indicates all securities offered have been
sold or deregisters all securities then remaining unsold), shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

The Company is authorized to issue up to 50,000,000 shares of Common Stock,
$0.001 par value per share.  The holders of Company Common Stock will be
entitled to one vote per share on each matter submitted to a vote at any
meeting of shareholders.  Shares of Common Stock do not carry cumulative
voting rights and, therefore, a majority of the shares of outstanding Common
Stock will be able to elect the entire Board of Directors of the Company and,
if they do so, minority shareholders would not be able to elect any persons
to the Board of Directors.  The Company's bylaws provide that a majority in
number of the issued and outstanding shares of the Company shall constitute
a quorum for shareholders' meetings, except with respect to certain matters
for which a greater percentage quorum is required by statute or the bylaws.

Shareholders of the Company will have no preemptive rights to acquire additional
shares of Common Stock or other securities.  The Common Stock will not be
subject to redemption and will carry no subscription or conversation rights.
In the event of liquidation of the Company, the shares of Common Stock will
be entitles to share equally in corporate assets after satisfaction of all
liabilities.  The shares of Common Stock, when issued, will be fully paid and
nonassessable.

Holders of Common Stock are entitled to receive such dividends as the Board of
Directors may from time to time declare out of funds legally available for
the payment of dividends.  The Company intends to expand its business through
reinvestment of profits, if any, and does not anticipate that it will pay
dividends in the foreseeable future.

The Board of Directors has the authority to issue the authorized but unissued
shares without action by the shareholders.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Charles A. Cleveland, P.S.,  Spokane, Washington  will pass upon the validity of
the issuance of the shares of common stock offered hereby and certain other
legal matters. Charles A. Cleveland, the sole shareholder of the law firm,
beneficially owns 100,000 shares of common stock. The  100,000 shares of
Common Stock constitute a significant interest, as that term is defined under
Item 509 of Regulation S-K.
                                      1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Revised Statutes 78.037 is incorporated herein by this reference.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934 or the Rules and
Regulations of the Securities and Exchange Commission thereunder may be
permitted under said indemnification provisions of the law, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, any such indemnification is against public policy and is,
therefore, unenforceable.

ARTICLES AND BYLAWS. The Company's Articles of Incorporation and the Company's
Bylaws provide that the Company shall, to the fullest extent permitted by
law, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

The following are filed as exhibits to this Registration Statement:
                                           							           Sequentially
                                                             Numbered
Exhibit No.   	Description                                   Page
-----------    -----------                                   ------------
4.1            1999 KEY EMPLOYEE/DIRECTOR STOCK OPTION PLAN           5

4.2			         Amended and Restated Articles of Incorporation,
               dated January 13, 1995, of the Company.
               Incorporated by reference to the	Company's
               Annual Report on Form 10-KSB for the fiscal year
               ended December 31, 1998.                              na

4.3          		By-laws of the Company, dated January 13, 1995.
               Incorporated by reference to the Company's Annual
               Report on Form 10-K, for the	fiscal year ended
               December 31, 1998.                                    na

5.1         			Opinion of Charles A. Cleveland, re: Legality         13

24.1         		Consent of Clancy and Co., P.L.L.C., Certified         4
               Public Accountants

24.2           Consent of Charles A. Cleveland, Attorney At Law,     13
               is included in Exhibit 5.1 to this Registration
               Statement.

25.1        			Powers of Attorney (contained on Sequential
               page 4 of this Registration Statement)                 4
                                      2
<PAGE>
ITEM 9.  UNDERTAKINGS.

(a)  The Registrant hereby undertakes

   (1) 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 Act;

       (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;
             and

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

        Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) above do
        not apply if the information required to the 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 and Exchange Act of  1934, as amended (the
        "Exchange Act"), that are incorporated by reference in the
        registration statement.

   (2)  That, for the purpose of determining any liability under the Act, 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.

   (3)  To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the
        termination of the offering.

(b) 	The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the 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.

(c) 	Insofar as indemnification for liabilities arising under the Act may be
     permitted to directors, officers and controlling persons of 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 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 Act and will be governed
     by the final adjudication of such issue.
                                      3
<PAGE>
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 of the
requirements for filing of 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 Las Vegas, State of Nevada, on the 28th day of
October, 1999.

                                 DEFINITION, LTD.

                                 By: ______________
                                 /s/ Donna Anderson
                                 Title: President, Chief Executive Officer,

                                 By: _______________
                                 /s/ Charles Kiefner
                                 Title: Chairman, Secretary

Date:  October 28, 1999

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Donna Anderson, as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or Blue Sky filings,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

Signature			   					    Title                      	Date
---------               -----                       ----
______________      		 	President and Director  		October 28, 1999.
Donna Anderson

_______________    	 			Chairman, Secretary and 		October 28, 1999.
Charles Kiefner							  Director

________________   	 			Director  			            	October 28, 1999.
Steven Gallagher

________________   	 			Director  			            	October 28, 1999.
Frankie Randall


Exhibit 24.1            CONSENT OF INDEPENDENT AUDITORS'

We consent to the incorporation by reference in this Form S-8 of our report
dated August 9, 1999, in the Annual Report on Form 10-KSB of Definition,
Ltd., for the year ended December 31, 1998.  We also consent to the reference
to our firm under the heading "Experts" in this Registration Statement.

                                     -----------------------
                                 /s/ Clancy and Co., P.L.L.C.
                                     October 28, 1999

                                     4
<PAGE>
Exhibit 4.1
                                  DEFINITION LTD.

                 	1999 KEY EMPLOYEE/DIRECTOR STOCK OPTION PLAN

1.	 Purpose. The purpose of this Plan is to promote the interests of the
    Company and its stockholders by attracting, retaining, and stimulating the
    performance of selected employees and directors, and giving such employees
    and directors the opportunity to acquire a proprietary interest in the
    Company's business and an increased personal interest in this continued
    success and progress as well as increasing the productivity of those
    individuals whom the Committee deem to have the potential to contribute
    to the success of the Company.

2. 	Definitions. Unless otherwise indicated, the following words when used
    herein shall have the following meanings:

a.	"Board of Directors" shall mean the Board of Directors of the Company.

b.	"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
    time.

c. "Common Stock" shall mean the Company's Common Stock ($0.001 par value)
    and any share or shares of the Company's stock hereafter issued or
    issued in substitution for such shares.

d. "Company" means Definition Ltd., a Nevada corporation and shall include any
    entity that is directly or indirectly controlled by the Company or any
    entity, including an acquired entity, in which the Company has a
    significant equity interest, as determined by the Committee.

e.	"Committee" means the body appointed by the Board of Directors, which shall
    be comprised in such a manner as to comply with the requirements, if
    any, of Rule 16b-3 (or any successor rule) under the Exchange Act and of
    Section 162 of the Code.

f.	"Director" shall mean a member of the Board of Directors.

g. 	"Key Employee" shall mean any person(s),  who is/are employed by the
    Company and who act in the capacity of President, Chief Executive
    Officer, Chief Financial Officer and/or Principal Financial Officer, as
    well as all Directors.

h.	"Incentive Stock Option" shall mean any option granted to an eligible key
    employee under the Plan, which the Company intends at the time the option
    is granted to be an Incentive Stock Option within the meaning of Section
    422 of the Code.

i.	"Nonqualified Stock Option" shall mean any option granted to an eligible key
    employee under the Plan which is not an Incentive Stock Option.

j.	"Option" shall mean and refer collectively to Incentive Stock Options and
    Nonqualified Stock Options.

k.	"Optionee" shall mean any key employee who is granted an Option under the
    Plan. "Optionee" shall also mean the personal representative of an
    Optionee and any other person who acquires the right to exercise an
    Option by bequest or inheritance or purusant to a QDRO.

l.	"Stock Appreciation Right" shall mean a right to surrender to the Company all
    or a portion of an Option, to the extent the Option is then exercisable,
    and to receive in exchange a payment as provided in Section 6.
                                      5
<PAGE>
m.	"Subsidiary" shall mean a subsidiary corporation of the Company as defined in
    Section 425(f) of the Code.

3.	Administration.

a.	This Plan shall be administered by the Compensation Committee of the Board
   of Directors (the "Committee"). Except for the terms and conditions
   explicitly set forth in this Plan, the Committee shall have the authority,
   in its discretion, to determine all matters relating to the options to be
   granted under this Plan, including selection of the individuals to be
   granted options, the number of shares to be subject to each grant, the
   date of grant, the termination of the options, the option term, vesting
   schedules, and all other terms and conditions thereof. Such authority
   shall also include the authority in the event of a spin-off or other
   corporate transaction to permit substitution of an Award granted under the
   Plan with an award from another company or an award denominated in other
   than shares of Common Stock. Grants under this Plan to Key Employees need
   not be identical in any respect, even when made simultaneously. The
   Committee will also determine and approve the granting of Stock
   Appreciation Rights to selected eligible individuals and determine whether
   the grant of options will consist of an Incentive Stock Option as
   described in Section 422 of the Internal Revenue Code of 1986, as amended
   (hereinafter referred to as the "Code"), or a Non-Qualified Stock Option,
   which shall consist of any option granted under this Plan other than an
   Incentive Stock Option.

b.	Options and Stock Appreciation Rights shall be evidenced by written
   agreements ("Award Agreements") which shall contain such terms and
   conditions as may be determined by the Committee. Each agreement shall be
   signed on behalf of the Company by an officer or officers delegated such
   authority by the Committee using either manual or facsimile signature.

c. All decisions made by the Committee pursuant to the provisions of this Plan
   and all determinations and selections made by the Committee pursuant to
   such provisions and related orders or resolutions of the Board of
   Directors shall be final and conclusive. The Committee shall not have the
   right to cancel outstanding stock options or stock appreciation rights for
   the purpose of replacing or regranting such options or rights with a
   purchase price that is less than the purchase price of the original option
   or right.

d. Limitation of Liability.  No member of the Committee shall be liable for any
   action, failure to act, determination or interpretation made in good faith
   with respect to this Plan or any transaction hereunder, except for
   liability arising from his or her own willful misfeasance, gross
   negligence or reckless disregard of his or her duties.  The Company shall
   indemnify each member of the  Committee for all costs and expenses and, to
   the extent permitted by applicable law, any liability incurred in
   connection with defending against, responding to, negotiation for the
   settlement of or  otherwise dealing with any claim, cause of action or
   dispute of any kind arising in connection with any actions in
   administering this Plan or in authorizing or denying authorization to any
   transaction hereunder.

e. All or part of any Award shall be subject to conditions and restrictions
   established by the Committee and set forth in the Award Agreement, which
   may include, but not be limited to, achievement of Goals over a specified
   Period, such as earnings or earnings growth; return on equity, assets or
   investment; revenues; expense control; total shareholder return; cash
   flow; or assets.  The Committee may select one criterion or multiple
   criteria for measuring performance, and the measurement may be based on
   total Company or business unit performance or based on comparative
   performance with other companies.
                                      6
<PAGE>
f.	The Committee also may require or permit participants to elect to defer the
   delivery of stock options or the settlement of Awards in cash under such
   rules and procedures as it may establish under the Plan.  It also may
   provide that deferred settlements include the payment or crediting of
   interest on the deferral amounts, or the payment or crediting of dividend
   equivalents where the deferral amounts are denominated in share
   equivalents. In addition, the Committee may stipulate in an Award
   Agreement, either at the time of grant or by subsequent amendment, that a
   payment or portion of a payment of an Award be delayed in the event that
   Section 162(m) of the Code (or any successor or similar provision of the
   Code affecting tax deductibility) would operate to disallow a tax
   deduction by the Company for all or a portion of such payment.  The period
   of any such delay in payment shall be until the payment or portion
   thereof, is tax deductible, or such earlier date as the Committee shall
   determine.

4.	Eligibility and Participation. The group of employees eligible to receive
   options and Stock Appreciation Rights shall consist only of those
   employees who act in the capacity of  President, Chief Executive Officer,
   Chief Financial Officer and/or Principal Financial Officer, and Director.

5.	Shares Subject to This Plan.

a.	The stock to be offered under the Plan shall be shares of the Company's
   authorized Common Stock and may be unissued shares or shares now held or
   subsequently acquired by the Company as treasury shares, as the Board of
   Directors may from time to time determine. Subject to adjustment as
   provided in Section 14 hereof, the aggregate number of shares to be
   delivered under this Plan shall not exceed one million (1,000,000) shares.

  	If an option expires, is surrendered in exchange for another option, or
   terminates for any reason during the term of this Plan prior to its
   exercise in full, the shares subject to but not delivered under such
   option shall be available for options thereafter granted and for
   replacement options which may be granted in exchange for such surrendered
   or terminated options. The shares under a related option which are
   surrendered upon the exercise of a Stock Appreciation Right shall be
   charged against the aggregate number of shares available which may be
   delivered under the Plan.

b.	Any shares of common stock delivered upon exercise of a Stock Appreciation
   Right may be unissued shares or treasury shares, as the Board of Directors
   may from time to time determine, and shall be charged against the
   aggregate number of shares of stock available for purposes of this Plan.

6.	Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights
   to key employees who have been or are granted options under this Plan. In
   exchange for the surrender in whole or in part of the privilege of
   exercising the related option to purchase shares of the Company's common
   stock, the granted Stock Appreciation Right shall entitle a key employee
   to payment of an amount equal to the appreciation in value of the
   surrendered options (the excess of the fair market value of such options at
   the time of surrender over their aggregate option price). Such payment may
   be made in cash, check, or in shares of common stock valued at the fair
   market value as of the date of the surrender, or partly in cash (or check)
   and partly in shares of common stock, as determined by the Committee in
   its sole discretion. The Committee may establish a maximum appreciation
   value which would be payable under granted rights.

   The Board may establish an arrangement, to be administered by the Committee,
   under which key employees may defer such payment to a future date or dates
   (including the accrual of interest on deferred amounts), provided that a
   key employee's deferral election under any such arrangement shall be made
   (a) on or before the date of grant of the Stock Appreciation Rights being
   surrendered, or (b) subject to approval by the Committee, before the date
   on which the key employee becomes vested in the Stock Appreciation Rights
   being surrendered.
                                      7
<PAGE>
7.	Incentive Stock Options.

a.	An option designated by the Committee as an "Incentive Stock Option" is
   intended to qualify as an " Incentive Stock Option" within the meaning of
   Subsection (b) of Section 422 of the Code.

b.	To the extent that the aggregate fair market value (determined at the time
   the option is granted) of the stock with respect to which Incentive Stock
   Options (determined without regard to this paragraph b.) are exercisable
   for the first time by the grantee during any calendar year (under this
   Plan and all other Incentive Stock Option Plans of the Company and its
   subsidiaries) exceed $100,000, such options shall be treated as
   Non-Qualified Options and not qualify as incentive Stock Options.

c.	Should Section 422 of the Code, or regulations or pronouncements thereunder,
   be modified during the term of this Plan, this Plan and any outstanding
   options may be amended to conform to such modification, if approved by the
   Board of Directors, upon recommendation by the Committee.

d.	For purposes of this Plan, fair market value shall be determined under the
   applicable method provided by Regulations under Section 2031 of the Code.

e.	In the case of an ISO: (a) granted to a key employee who at the time of the
   grant of such ISO owns stock representing more than 10% of the voting
   power of all classes of stock of the Company or any Parent or Subsidiary,
   the per share exercise price shall be no less than 110% of the fair market
   value per Share on the date of grant; (b) granted to any other key
   employee, the per share exercise price shall be no less that 100% of the
   Fair Market Value per share on the date of grant.

f.	In the case of an ISO granted to a key employee who at the time of the grant
   of such ISO owns stock representing more than 10% of the voting power of all
   classes of stock of the Company or any Parent or Subsidiary, such ISO may
   not be exercised after the expiration of five (5) years from the date the
   ISO is granted.

g.	Disqualifying Disposition. If stock acquired upon exercise of an Incentive
   Stock Option is disposed of by an optionee prior to the expiration of
   either two years from the date of grant of such option, one year from the
   transfer of shares to the optionee pursuant to the exercise of such option
   or in any other disqualifying disposition, within the meaning of Section
   422 of the code, such optionee shall notify the Corporation in writing of
   the date and terms of such disposition.  A disqualifying disposition by an
   optionee shall not affect the status of any other incentive stock option
   granted under the Plan.

8.	Term of Option Period. The term during which options and Stock Appreciation
   Rights may be granted under this Plan shall expire as set in the discretion
   of the Committee, and the option period during which each option and Stock
   Appreciation Right may be exercised shall, subject to the provisions of
   Section 13 hereof, be such period as determined by the Committee, expiring
   not later than the tenth anniversary of the grant date for an Incentive
   Stock Option, and no later than the expiration date of the related option
   for any Stock Appreciation Right, as may be determined by the Committee.

9.	Option Price. Except as set forth in section 7 herein, the price at which
   shares may be purchased upon exercise of a particular option shall be such
   price, as may be fixed by the Committee.
                                      8
<PAGE>
10.	Stock as Form of Exercise Payment; Cashless Exercise.

a.	A key employee who owns shares of Company common stock may use the
   previously acquired shares, value to be determined as the fair market
   value, as a form of payment to exercise stock options under this Plan.
   However, the Committee, in its discretion, may restrict or rescind this
   right upon notification to the key employee-participants in this Plan. An
   option may be exercised with stock only by delivering whole shares of
   Company stock having a fair market value equal to or less than the exercise
   price. If an option is exercised by delivery of stock having a fair market
   value less then the exercise price, the shortfall must be made up in cash.

b.	Payment may also be made by surrendering to the Company a portion of a
   particular grant and receiving from the Company in whole shares the
   difference between the total shares of the option grant and the number of
   whole option shares surrendered. The number of whole option shares
   required to be surrendered by an optionee shall be the number of whole
   option shares that is equal to or less then the result of dividing the
   total exercise price of the options being exercised by the fair market
   value of one share of common stock. If the whole number of option shares
   surrendered is less than the total exercise price of the grant, the
   shortfall must be made up in cash.

c.	The delivery of a properly executed notice together with such other
   documentation as the Committee and the broker, if applicable, shall
   require to effect an exercise of an option  and delivery to the Company
   of the sale or loan proceeds required to pay the exercise price.

d.	Any combination of the foregoing methods.

e.	Such other consideration and methods as are permitted by applicable laws.

   If the Fair Market Value of the number of whole shares transferred or the
   number of whole option shares surrendered is less than the total exercise
   price of the option, the shortfall must be made up in cash.

11.	Vesting; Exercise of Options and Rights.

a.	 Vesting; Exercisability. Subject to the provisions of paragraph g.
    herein, an option shall vest and become nonforfeitable and exercisable,
    immediately.

b.	 Each option and Stock Appreciation Right granted shall be exercisable in
    whole or in part at any time or from time to time during the option
    period as the Committee may determine, provided that the election to
    exercise an option or Stock Appreciation Right shall be made in
    accordance with applicable Federal laws and regulations, and further
    provided that each option shall contain a provision that will prevent
    exercise of the option unless the optionee remains in the employ of the
    Company or its subsidiary at least one year after the granting of the
    option. However, the Committee may in its discretion accelerate the
    vesting schedule of any option at any time.

c.	 No option may at any time be exercised with respect to a fractional share.
    In the event that shares are issued pursuant to the exercise of a Stock
    Appreciation Right, no fractional shares shall be issued; however, a
    fractional Stock Appreciation Right may be exercised for cash.

d.	 As a condition to the exercise of a Non-Qualified Stock Option or Stock
    Appreciation Right, grantees shall make such arrangements as the Committee
    may require for the satisfaction of any federal, state, or local
    withholding tax obligations that my arise in connection with such exercise.
                                      9
<PAGE>
e.	 No shares shall be delivered pursuant to the exercise of any option or
    Stock Appreciation Right, in whole or in part, until qualified for
    delivery under such securities laws and regulations as may be deemed by
    the Committee to be applicable thereto and until, in the case of the
    exercise of an option, payment in full of the option price thereof or
    stock as a form of payment as provided in Section 10 hereof is received
    by the Company in cash (or check) or stock. No holder of an option or
    Stock Appreciation Right, or his/her legal representative, legatee, or
    distributee, shall be or be deemed to be a holder of any shares subject
    to such option or Stock Appreciation Right unless and until he/she has
    received a certificate or certificates therefor.

f. 	Notwithstanding any vesting requirements contained in any Option, all
    outstanding Options shall become immediately exercisable (1) following
    the first purchase of Common Stock pursuant to a tender offer or exchange
    offer (other than an offer made by the Company) for all or part of the
    Common Stock, (2) at such time as a third person, including a "group" as
    defined in Section 13(d) of the Securities Exchange Act of 1934, becomes
    the beneficial owner of shares of the Company having 25% or more of the
    total number of votes that may be cast for the election of Directors of
    the Company, (3) on the date on which the shareholders of the Company
    approve (1) any agreement for a merger or consolidation in which the
    Company will not survive as an independent, publicly owned corporation or
    (ii) any sale, exchange or other disposition of all or substantially all
    of the Company's assets. The Committee's reasonable determination as to
    whether such an event has occurred shall be final and conclusive.

g. 	Notwithstanding any other provisions of this Agreement to the contrary, the
    right of any Key Employee to receive any benefits hereunder shall terminate
    and shall be forever forfeited if such Key Employee's employment with
    Definition Ltd. is terminated because of his/her fraud, embezzlement,
    dishonesty, or breach of fiduciary duty. In such an event, all
    unexercised options shall be deemed null and void. This Section shall be
    inapplicable to any such termination of employment or status as an
    advisor or consultant occurring after the Plan has been terminated.

12.	Transferability of Options and Stock Appreciation Rights. The right of any
    optionee to exercise an option or Stock Appreciation Right granted under
    the Plan shall, during the lifetime of such optionee, be exercisable only
    by such optionee or a gift to a  qualified donee  or pursuant to a
    qualified domestic relations order as defined by the Internal Revenue
    Code of 1986, as amended, or Title I of the Employee Retirement Income
    Security Act, or the rules thereunder (a "QDRO") and shall not be
    assignable or transferable by such optionee other than by will or the
    laws of descent and distribution or a QDRO.  A "Qualified Donee" shall
    consist of an Employee's or Director's  family member who has acquired
    the options from an employee or director  through a gift or a domestic
    relation order.  For purposes of this form, "family member" includes any
    child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
    former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
    son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
    adoptive relationships, any person sharing the employee's household
    (other than a tenant or employee), a trust in which these persons have
    more than fifty percent of the beneficial interest, a foundation in which
    these persons (or the employee) control to the management of assets, and
    any other entity in which these persons (or the employee) own more than
    fifty percent of the voting interests.  This Plan is not available for
    the exercise of options transferred for value.  The following
    transactions are not prohibited transfers for value: a transfer under a
    domestic relations order in settlement of marital property rights; and,
    a transfer to an entity in which more than fifty percent of the voting
    interests are owned by family members (or the employee) in exchange for
    an interest in that entity.
                                      10
<PAGE>
13. Termination of Relationship. The terms and conditions under which an option
    or Stock Appreciation Right may be exercised after the termination of
    relationship with the Company shall be determined by the Committee.

14.	Changes in Common Stock. The aggregate number and class of shares on which
    options and Stock Appreciation Rights may be granted under this Plan, the
    number and class of shares covered by each outstanding option, and the
    exercise price per share thereof (but not the total price), of each such
    option, shall all be proportionately adjusted for any increase or
    decrease in the number of issued shares of common stock of the Company
    resulting from a split-up or consolidation of shares, or any spin-off,
    spin-out, split-up, or other distribution of assets to shareholders, or
    any like capital adjustment or the payment of any such stock dividend, or
    any other increase or decrease in the number of shares of common stock of
    the Company without the receipt of consideration by the Company, or
    assumption and conversion of outstanding grants due to an acquisition.

15.	Amendment and Discontinuance. The Board of Directors may amend, suspend, or
    discontinue this Plan, but may not, without the approval of the holders of
    the Company's common stock, make any amendment thereof which operates:
    (a) to increase the total number of shares which may be granted under
    this Plan, (b) to extend the terms of this Plan or the maximum option
    period provided in Section 8 hereof, (c) to decrease the minimum option
    price provided in Section 9 hereof, (d) to materially modify the
    requirements as to eligibility for participation in this Plan, or (e) to
    materially increase the benefits accruing to participants under this
    Plan. No amendment to this Plan shall, except with the consent of the
    Optionee, adversely affect rights under an option previously granted.

16.	Term of Plan. This Plan shall become effective October 19, 1999, subject
    to the approval by the holders of the Company's common stock at a meeting
    to be held within one year of the date of adoption of this Plan.

17.	Investment Representation. Upon demand by the Company, the Optionee shall
    deliver to the Company a representation in writing that the purchase of
    all shares with respect to which notice of exercise of the Option or
    Stock Appreciation Right has been given by Optionee is being made for
    investment only and not for resale or with a view to distribution and
    containing such other representations and provisions with respect thereto
    as the Company may require. Upon such demand, delivery of such
    representation promptly and prior to the transfer or delivery of any such
    shares and prior to the expiration of the option period, shall be a
    condition precedent to the right to purchase such shares.

18.	Rights as Shareholder and Key Employee. An Optionee shall have no rights as
    a shareholder of the Company with respect to any shares of Common Stock
    covered by an Option until the date of the issuance of the stock
    certificate for such shares. Neither the Plan, nor the granting of an
    option or other rights herein, nor any other action taken pursuant to the
    Plan shall constitute or be evidence of any agreement or understanding,
    express or implied, that a key employee has a right to continue as an
    Employee or Director for any period of time or at any particular rate of
    compensation.

19. Governing Law. Options granted under this Plan shall be construed and shall
    take effect in accordance with the laws of the State of Nevada.

20.	Limitations on Sale of Stock Purchased Under the Plan. The Plan is
    intended to provide common stock for investment and not for resale. The
    Company does not, however, intend to restrict or influence any key
    employee or Director in the conduct of his own affairs. A key employee or
    Director, therefore, may sell stock purchased under the Plan at any time
    he chooses, subject to compliance with any applicable Federal or state
    securities laws. THE PARTICIPANT ASSUMES THE RISK OF ANY MARKET
    FLUCTUATIONS IN THE PRICE OF THE STOCK.
                                      11
<PAGE>
21.	Governmental  Regulation.  The Company's  obligation to sell and deliver
    shares of the Company's common stock under this Plan is subject to the
    approval of any governmental authority required in connection with the
    authorization, issuance, or sale of such shares.

22.	Other Benefit And Compensation Programs. Unless otherwise specifically
    determined by the Committee, settlements of Awards received by
    Participants under the Plan shall not be deemed a part of a Participant's
    regular, recurring compensation for  purposes of calculating payments or
    benefits from any Company benefit plan or severance program. Further, the
    Company may adopt other compensation programs, plans or arrangements as
    it deems appropriate or necessary.

23.	Unfunded Plan.  Unless otherwise determined by the Board, the Plan shall
    be unfunded and shall not create (or be construed to create) a trust or a
    separate fund or funds.  The Plan shall not establish any fiduciary
    relationship between the Company and any Participant or other person.
    To the extent any person holds any rights by virtue of an Award granted
    under the Plan, such rights shall constitute, general unsecured
    liabilities of the Company and shall not confer upon any Participant any
    right, title or interest in any assets of the Company.

                                      12
<PAGE>
Exhibit 5.1

October 26, 1999

Definition, Ltd.
4625 W. Nevso Drive
Suite 2, Las Vegas, NV 89103

Re: 	Definition, Ltd. -- Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel for Definition, Ltd., a Nevada corporation (the
"Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of an aggregate of 1,000,000  shares (the "Shares") of
the Company's Common Stock, par value $0.001 per share ("Common Stock"),
all of which may to be issued by the Company under the  1999 KEY
EMPLOYEE/DIRECTOR STOCK OPTION PLAN (the "Plan").

I have examined the Registration Statement and such documents and records of
the Company and other documents as I had deemed necessary for purposes of
this opinion. We have not made any independent review or investigation of the
organization, existence, good standing, assets, business or affairs of the
Company, or of any other matters. In rendering our opinion, we have assumed
without inquiry the legal capacity of all natural persons, the genuineness of
all signatures, and the authenticity of all documents submitted to us.

We have not undertaken any independent investigation to determine facts bearing
on this opinion, and no inference as to the best of our knowledge of facts
based on an independent investigation should be drawn from this representation.

For purposes of this letter, I have assumed that the offer and sale of
securities pursuant to the Plan is not in connection with a capital raising
transaction, and does not directly or indirectly promote or maintain a market
for the Registrant's securities.

Based upon the foregoing, I am of the opinion that upon the happening of the
following events, due action by the Board of Directors and Shareholders of
the Company authorizing the Plan and the issuance and of the Shares thereto;
due action by the Board of Directors of the Company authorizing the issuance
and/or sale of the Shares under the Plan;

                                      13
<PAGE>
Definition, Ltd.
October 27, 1999
Page 2

filing of the Registration Statement and any amendments thereto and the becoming
effective of the Registration Statement; and due execution by the Company and
registration by its registrars of the Shares of the Plan and sale thereof
as contemplated by the Registration Statement and in accordance with the
aforesaid corporate and governmental authorizations, the Shares are duly
authorized for issuance and are validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions
contained herein.

For purposes of Item 509, of Regulation S-K, I will receive a contingent
interest of 100,000 shares of Common Stock of the Company, for services
performed in connection with the filing of the registration statement on
Form S-8, as well as other legal services on behalf of the Company.

This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or
relied upon by any other person, firm or corporation for any purpose without
our prior express written consent. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,

CHARLES A. CLEVELAND, P.S.


By: ____________________
/s/	Charles A. Cleveland

CAC:lrb
                                     14
<PAGE>
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{"company-data": {"conformed-name": "DEFINITION LTD", "cik": "0000854877", "assigned-sic": "7812", "irs-number": "752293489", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89833", "film-number": "99735955"}, "business-address": {"street1": "4625 WEST DRIVE", "street2": "SUITE 2", "city": "LAS VEGAS", "state": "NV", "zip": "89103", "phone": "7022572367"}, "mail-address": {"street1": "4625 WEST DRIVE", "street2": "SUITE 2", "city": "LAS VEGAS", "state": "NV", "zip": "89103"}, "former-company": {"former-conformed-name": "STONE GRILL INTERNATIONAL INC", "date-changed": "19940720"}}
As filed with the Securities and Exchange Commission on October 28, 1999.
                         Commission File No.	0-20598.

                      Securities and Exchange Commission
                           Washington, D.C. 20549
                           _______________________

                                 FORM S-8
            Registration Statement Under The Securities Act of 1933
                          ________________________

                             DEFINITION, LTD.
                             ---------------
             (Exact name of Registrant as specified in its charter)

    	NEVADA                                         75-2293489
     ------                                         ----------
    (State or other jurisdiction of                (IRS Employer
     incorporation or organization)            				Identification No.)

    4625 W. Nevso Drive, Suite 2, Las Vegas,NV 89103, (702) 257-2367
    ----------------------------------------------------------------
    (Address including zip code, and telephone number, including area code,
     of registrant's principal executive offices)

                1999 KEY EMPLOYEE/DIRECTOR STOCK OPTION PLAN
                --------------------------------------------
                         (Full title of the plan)

                             Charles Kiefner
                                Chairman
                             Definition, Ltd.
                    4625 West Nevaso Drive, Suite 2
                        Las Vegas, Nevada 89103
                             (702) 257-2367
                             --------------
(Name and address, including zip code, and telephone number, including area
 code, of agents for service)

                                Copy to:

                        CHARLES A. CLEVELAND, P.S.
                      Charles A. Cleveland, Esquire
                    1212 North Washington, Suite 304
                      Spokane, Washington 99201-2401
                            (509) 326-1029

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement has become effective.

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]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------------------------------------------------------------
                       Calculation Of Registration Fee
                                      Proposed  	Proposed
                                   			maximum   	maximum
                                   			offering  	aggregate
Title of Securities 		Amount to be   	price      offering    Amount of
to be registered    		registered     	share[1]  	price[1]   	registration fee
----------------      ------------    --------   --------    ----------------
Common Stock,
$0.001 par value     	1,000,000 shares 	$0.55   	$550,000	  	$152.90 [2]
                                        [1] [3]
-----------------------------------------------------------------------------

[1] The maximum offering price was calculated pursuant to Rule 457(c), based
upon the closing bid price for the Common Stock on October 26, 1999.
[2] Minimum fee.
[3] Represents shares issuable upon the exercise of options granted under the
employee stock option plan. Pursuant to Rule 416(a), also covers additional
securities that may be offered as a result of stock splits, stock dividends
or similar transactions relating to these shares.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Definition, Ltd. (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to
in clause (i) above; (iii) all documents the Company has filed pursuant to
Sections 13(a), 13(c), 14or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. . All documents filed by the Registrant
after the date of this registration statement pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment (that indicates all securities offered have been
sold or deregisters all securities then remaining unsold), shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

The Company is authorized to issue up to 50,000,000 shares of Common Stock,
$0.001 par value per share.  The holders of Company Common Stock will be
entitled to one vote per share on each matter submitted to a vote at any
meeting of shareholders.  Shares of Common Stock do not carry cumulative
voting rights and, therefore, a majority of the shares of outstanding Common
Stock will be able to elect the entire Board of Directors of the Company and,
if they do so, minority shareholders would not be able to elect any persons
to the Board of Directors.  The Company's bylaws provide that a majority in
number of the issued and outstanding shares of the Company shall constitute
a quorum for shareholders' meetings, except with respect to certain matters
for which a greater percentage quorum is required by statute or the bylaws.

Shareholders of the Company will have no preemptive rights to acquire additional
shares of Common Stock or other securities.  The Common Stock will not be
subject to redemption and will carry no subscription or conversation rights.
In the event of liquidation of the Company, the shares of Common Stock will
be entitles to share equally in corporate assets after satisfaction of all
liabilities.  The shares of Common Stock, when issued, will be fully paid and
nonassessable.

Holders of Common Stock are entitled to receive such dividends as the Board of
Directors may from time to time declare out of funds legally available for
the payment of dividends.  The Company intends to expand its business through
reinvestment of profits, if any, and does not anticipate that it will pay
dividends in the foreseeable future.

The Board of Directors has the authority to issue the authorized but unissued
shares without action by the shareholders.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Charles A. Cleveland, P.S.,  Spokane, Washington  will pass upon the validity of
the issuance of the shares of common stock offered hereby and certain other
legal matters. Charles A. Cleveland, the sole shareholder of the law firm,
beneficially owns 100,000 shares of common stock. The  100,000 shares of
Common Stock constitute a significant interest, as that term is defined under
Item 509 of Regulation S-K.
                                      1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Revised Statutes 78.037 is incorporated herein by this reference.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934 or the Rules and
Regulations of the Securities and Exchange Commission thereunder may be
permitted under said indemnification provisions of the law, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, any such indemnification is against public policy and is,
therefore, unenforceable.

ARTICLES AND BYLAWS. The Company's Articles of Incorporation and the Company's
Bylaws provide that the Company shall, to the fullest extent permitted by
law, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

The following are filed as exhibits to this Registration Statement:
                                           							           Sequentially
                                                             Numbered
Exhibit No.   	Description                                   Page
-----------    -----------                                   ------------
4.1            1999 KEY EMPLOYEE/DIRECTOR STOCK OPTION PLAN           5

4.2			         Amended and Restated Articles of Incorporation,
               dated January 13, 1995, of the Company.
               Incorporated by reference to the	Company's
               Annual Report on Form 10-KSB for the fiscal year
               ended December 31, 1998.                              na

4.3          		By-laws of the Company, dated January 13, 1995.
               Incorporated by reference to the Company's Annual
               Report on Form 10-K, for the	fiscal year ended
               December 31, 1998.                                    na

5.1         			Opinion of Charles A. Cleveland, re: Legality         13

24.1         		Consent of Clancy and Co., P.L.L.C., Certified         4
               Public Accountants

24.2           Consent of Charles A. Cleveland, Attorney At Law,     13
               is included in Exhibit 5.1 to this Registration
               Statement.

25.1        			Powers of Attorney (contained on Sequential
               page 4 of this Registration Statement)                 4
                                      2
ITEM 9.  UNDERTAKINGS.

(a)  The Registrant hereby undertakes

   (1) 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 Act;

       (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;
             and

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

        Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) above do
        not apply if the information required to the 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 and Exchange Act of  1934, as amended (the
        "Exchange Act"), that are incorporated by reference in the
        registration statement.

   (2)  That, for the purpose of determining any liability under the Act, 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.

   (3)  To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the
        termination of the offering.

(b) 	The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the 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.

(c) 	Insofar as indemnification for liabilities arising under the Act may be
     permitted to directors, officers and controlling persons of 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 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 Act and will be governed
     by the final adjudication of such issue.
                                      3
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 of the
requirements for filing of 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 Las Vegas, State of Nevada, on the 28th day of
October, 1999.

                                 DEFINITION, LTD.

                                 By: ______________
                                 /s/ Donna Anderson
                                 Title: President, Chief Executive Officer,

                                 By: _______________
                                 /s/ Charles Kiefner
                                 Title: Chairman, Secretary

Date:  October 28, 1999

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Donna Anderson, as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or Blue Sky filings,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

Signature			   					    Title                      	Date
---------               -----                       ----
______________      		 	President and Director  		October 28, 1999.
Donna Anderson

_______________    	 			Chairman, Secretary and 		October 28, 1999.
Charles Kiefner							  Director

________________   	 			Director  			            	October 28, 1999.
Steven Gallagher

________________   	 			Director  			            	October 28, 1999.
Frankie Randall

Exhibit 24.1            CONSENT OF INDEPENDENT AUDITORS'

We consent to the incorporation by reference in this Form S-8 of our report
dated August 9, 1999, in the Annual Report on Form 10-KSB of Definition,
Ltd., for the year ended December 31, 1998.  We also consent to the reference
to our firm under the heading "Experts" in this Registration Statement.

                                     -----------------------
                                 /s/ Clancy and Co., P.L.L.C.
                                     October 28, 1999

                                     4
Exhibit 4.1
                                  DEFINITION LTD.

                 	1999 KEY EMPLOYEE/DIRECTOR STOCK OPTION PLAN

1.	 Purpose. The purpose of this Plan is to promote the interests of the
    Company and its stockholders by attracting, retaining, and stimulating the
    performance of selected employees and directors, and giving such employees
    and directors the opportunity to acquire a proprietary interest in the
    Company's business and an increased personal interest in this continued
    success and progress as well as increasing the productivity of those
    individuals whom the Committee deem to have the potential to contribute
    to the success of the Company.

2. 	Definitions. Unless otherwise indicated, the following words when used
    herein shall have the following meanings:

a.	"Board of Directors" shall mean the Board of Directors of the Company.

b.	"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
    time.

c. "Common Stock" shall mean the Company's Common Stock ($0.001 par value)
    and any share or shares of the Company's stock hereafter issued or
    issued in substitution for such shares.

d. "Company" means Definition Ltd., a Nevada corporation and shall include any
    entity that is directly or indirectly controlled by the Company or any
    entity, including an acquired entity, in which the Company has a
    significant equity interest, as determined by the Committee.

e.	"Committee" means the body appointed by the Board of Directors, which shall
    be comprised in such a manner as to comply with the requirements, if
    any, of Rule 16b-3 (or any successor rule) under the Exchange Act and of
    Section 162 of the Code.

f.	"Director" shall mean a member of the Board of Directors.

g. 	"Key Employee" shall mean any person(s),  who is/are employed by the
    Company and who act in the capacity of President, Chief Executive
    Officer, Chief Financial Officer and/or Principal Financial Officer, as
    well as all Directors.

h.	"Incentive Stock Option" shall mean any option granted to an eligible key
    employee under the Plan, which the Company intends at the time the option
    is granted to be an Incentive Stock Option within the meaning of Section
    422 of the Code.

i.	"Nonqualified Stock Option" shall mean any option granted to an eligible key
    employee under the Plan which is not an Incentive Stock Option.

j.	"Option" shall mean and refer collectively to Incentive Stock Options and
    Nonqualified Stock Options.

k.	"Optionee" shall mean any key employee who is granted an Option under the
    Plan. "Optionee" shall also mean the personal representative of an
    Optionee and any other person who acquires the right to exercise an
    Option by bequest or inheritance or purusant to a QDRO.

l.	"Stock Appreciation Right" shall mean a right to surrender to the Company all
    or a portion of an Option, to the extent the Option is then exercisable,
    and to receive in exchange a payment as provided in Section 6.
                                      5
m.	"Subsidiary" shall mean a subsidiary corporation of the Company as defined in
    Section 425(f) of the Code.

3.	Administration.

a.	This Plan shall be administered by the Compensation Committee of the Board
   of Directors (the "Committee"). Except for the terms and conditions
   explicitly set forth in this Plan, the Committee shall have the authority,
   in its discretion, to determine all matters relating to the options to be
   granted under this Plan, including selection of the individuals to be
   granted options, the number of shares to be subject to each grant, the
   date of grant, the termination of the options, the option term, vesting
   schedules, and all other terms and conditions thereof. Such authority
   shall also include the authority in the event of a spin-off or other
   corporate transaction to permit substitution of an Award granted under the
   Plan with an award from another company or an award denominated in other
   than shares of Common Stock. Grants under this Plan to Key Employees need
   not be identical in any respect, even when made simultaneously. The
   Committee will also determine and approve the granting of Stock
   Appreciation Rights to selected eligible individuals and determine whether
   the grant of options will consist of an Incentive Stock Option as
   described in Section 422 of the Internal Revenue Code of 1986, as amended
   (hereinafter referred to as the "Code"), or a Non-Qualified Stock Option,
   which shall consist of any option granted under this Plan other than an
   Incentive Stock Option.

b.	Options and Stock Appreciation Rights shall be evidenced by written
   agreements ("Award Agreements") which shall contain such terms and
   conditions as may be determined by the Committee. Each agreement shall be
   signed on behalf of the Company by an officer or officers delegated such
   authority by the Committee using either manual or facsimile signature.

c. All decisions made by the Committee pursuant to the provisions of this Plan
   and all determinations and selections made by the Committee pursuant to
   such provisions and related orders or resolutions of the Board of
   Directors shall be final and conclusive. The Committee shall not have the
   right to cancel outstanding stock options or stock appreciation rights for
   the purpose of replacing or regranting such options or rights with a
   purchase price that is less than the purchase price of the original option
   or right.

d. Limitation of Liability.  No member of the Committee shall be liable for any
   action, failure to act, determination or interpretation made in good faith
   with respect to this Plan or any transaction hereunder, except for
   liability arising from his or her own willful misfeasance, gross
   negligence or reckless disregard of his or her duties.  The Company shall
   indemnify each member of the  Committee for all costs and expenses and, to
   the extent permitted by applicable law, any liability incurred in
   connection with defending against, responding to, negotiation for the
   settlement of or  otherwise dealing with any claim, cause of action or
   dispute of any kind arising in connection with any actions in
   administering this Plan or in authorizing or denying authorization to any
   transaction hereunder.

e. All or part of any Award shall be subject to conditions and restrictions
   established by the Committee and set forth in the Award Agreement, which
   may include, but not be limited to, achievement of Goals over a specified
   Period, such as earnings or earnings growth; return on equity, assets or
   investment; revenues; expense control; total shareholder return; cash
   flow; or assets.  The Committee may select one criterion or multiple
   criteria for measuring performance, and the measurement may be based on
   total Company or business unit performance or based on comparative
   performance with other companies.
                                      6
f.	The Committee also may require or permit participants to elect to defer the
   delivery of stock options or the settlement of Awards in cash under such
   rules and procedures as it may establish under the Plan.  It also may
   provide that deferred settlements include the payment or crediting of
   interest on the deferral amounts, or the payment or crediting of dividend
   equivalents where the deferral amounts are denominated in share
   equivalents. In addition, the Committee may stipulate in an Award
   Agreement, either at the time of grant or by subsequent amendment, that a
   payment or portion of a payment of an Award be delayed in the event that
   Section 162(m) of the Code (or any successor or similar provision of the
   Code affecting tax deductibility) would operate to disallow a tax
   deduction by the Company for all or a portion of such payment.  The period
   of any such delay in payment shall be until the payment or portion
   thereof, is tax deductible, or such earlier date as the Committee shall
   determine.

4.	Eligibility and Participation. The group of employees eligible to receive
   options and Stock Appreciation Rights shall consist only of those
   employees who act in the capacity of  President, Chief Executive Officer,
   Chief Financial Officer and/or Principal Financial Officer, and Director.

5.	Shares Subject to This Plan.

a.	The stock to be offered under the Plan shall be shares of the Company's
   authorized Common Stock and may be unissued shares or shares now held or
   subsequently acquired by the Company as treasury shares, as the Board of
   Directors may from time to time determine. Subject to adjustment as
   provided in Section 14 hereof, the aggregate number of shares to be
   delivered under this Plan shall not exceed one million (1,000,000) shares.

  	If an option expires, is surrendered in exchange for another option, or
   terminates for any reason during the term of this Plan prior to its
   exercise in full, the shares subject to but not delivered under such
   option shall be available for options thereafter granted and for
   replacement options which may be granted in exchange for such surrendered
   or terminated options. The shares under a related option which are
   surrendered upon the exercise of a Stock Appreciation Right shall be
   charged against the aggregate number of shares available which may be
   delivered under the Plan.

b.	Any shares of common stock delivered upon exercise of a Stock Appreciation
   Right may be unissued shares or treasury shares, as the Board of Directors
   may from time to time determine, and shall be charged against the
   aggregate number of shares of stock available for purposes of this Plan.

6.	Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights
   to key employees who have been or are granted options under this Plan. In
   exchange for the surrender in whole or in part of the privilege of
   exercising the related option to purchase shares of the Company's common
   stock, the granted Stock Appreciation Right shall entitle a key employee
   to payment of an amount equal to the appreciation in value of the
   surrendered options (the excess of the fair market value of such options at
   the time of surrender over their aggregate option price). Such payment may
   be made in cash, check, or in shares of common stock valued at the fair
   market value as of the date of the surrender, or partly in cash (or check)
   and partly in shares of common stock, as determined by the Committee in
   its sole discretion. The Committee may establish a maximum appreciation
   value which would be payable under granted rights.

   The Board may establish an arrangement, to be administered by the Committee,
   under which key employees may defer such payment to a future date or dates
   (including the accrual of interest on deferred amounts), provided that a
   key employee's deferral election under any such arrangement shall be made
   (a) on or before the date of grant of the Stock Appreciation Rights being
   surrendered, or (b) subject to approval by the Committee, before the date
   on which the key employee becomes vested in the Stock Appreciation Rights
   being surrendered.
                                      7
7.	Incentive Stock Options.

a.	An option designated by the Committee as an "Incentive Stock Option" is
   intended to qualify as an " Incentive Stock Option" within the meaning of
   Subsection (b) of Section 422 of the Code.

b.	To the extent that the aggregate fair market value (determined at the time
   the option is granted) of the stock with respect to which Incentive Stock
   Options (determined without regard to this paragraph b.) are exercisable
   for the first time by the grantee during any calendar year (under this
   Plan and all other Incentive Stock Option Plans of the Company and its
   subsidiaries) exceed $100,000, such options shall be treated as
   Non-Qualified Options and not qualify as incentive Stock Options.

c.	Should Section 422 of the Code, or regulations or pronouncements thereunder,
   be modified during the term of this Plan, this Plan and any outstanding
   options may be amended to conform to such modification, if approved by the
   Board of Directors, upon recommendation by the Committee.

d.	For purposes of this Plan, fair market value shall be determined under the
   applicable method provided by Regulations under Section 2031 of the Code.

e.	In the case of an ISO: (a) granted to a key employee who at the time of the
   grant of such ISO owns stock representing more than 10% of the voting
   power of all classes of stock of the Company or any Parent or Subsidiary,
   the per share exercise price shall be no less than 110% of the fair market
   value per Share on the date of grant; (b) granted to any other key
   employee, the per share exercise price shall be no less that 100% of the
   Fair Market Value per share on the date of grant.

f.	In the case of an ISO granted to a key employee who at the time of the grant
   of such ISO owns stock representing more than 10% of the voting power of all
   classes of stock of the Company or any Parent or Subsidiary, such ISO may
   not be exercised after the expiration of five (5) years from the date the
   ISO is granted.

g.	Disqualifying Disposition. If stock acquired upon exercise of an Incentive
   Stock Option is disposed of by an optionee prior to the expiration of
   either two years from the date of grant of such option, one year from the
   transfer of shares to the optionee pursuant to the exercise of such option
   or in any other disqualifying disposition, within the meaning of Section
   422 of the code, such optionee shall notify the Corporation in writing of
   the date and terms of such disposition.  A disqualifying disposition by an
   optionee shall not affect the status of any other incentive stock option
   granted under the Plan.

8.	Term of Option Period. The term during which options and Stock Appreciation
   Rights may be granted under this Plan shall expire as set in the discretion
   of the Committee, and the option period during which each option and Stock
   Appreciation Right may be exercised shall, subject to the provisions of
   Section 13 hereof, be such period as determined by the Committee, expiring
   not later than the tenth anniversary of the grant date for an Incentive
   Stock Option, and no later than the expiration date of the related option
   for any Stock Appreciation Right, as may be determined by the Committee.

9.	Option Price. Except as set forth in section 7 herein, the price at which
   shares may be purchased upon exercise of a particular option shall be such
   price, as may be fixed by the Committee.
                                      8
10.	Stock as Form of Exercise Payment; Cashless Exercise.

a.	A key employee who owns shares of Company common stock may use the
   previously acquired shares, value to be determined as the fair market
   value, as a form of payment to exercise stock options under this Plan.
   However, the Committee, in its discretion, may restrict or rescind this
   right upon notification to the key employee-participants in this Plan. An
   option may be exercised with stock only by delivering whole shares of
   Company stock having a fair market value equal to or less than the exercise
   price. If an option is exercised by delivery of stock having a fair market
   value less then the exercise price, the shortfall must be made up in cash.

b.	Payment may also be made by surrendering to the Company a portion of a
   particular grant and receiving from the Company in whole shares the
   difference between the total shares of the option grant and the number of
   whole option shares surrendered. The number of whole option shares
   required to be surrendered by an optionee shall be the number of whole
   option shares that is equal to or less then the result of dividing the
   total exercise price of the options being exercised by the fair market
   value of one share of common stock. If the whole number of option shares
   surrendered is less than the total exercise price of the grant, the
   shortfall must be made up in cash.

c.	The delivery of a properly executed notice together with such other
   documentation as the Committee and the broker, if applicable, shall
   require to effect an exercise of an option  and delivery to the Company
   of the sale or loan proceeds required to pay the exercise price.

d.	Any combination of the foregoing methods.

e.	Such other consideration and methods as are permitted by applicable laws.

   If the Fair Market Value of the number of whole shares transferred or the
   number of whole option shares surrendered is less than the total exercise
   price of the option, the shortfall must be made up in cash.

11.	Vesting; Exercise of Options and Rights.

a.	 Vesting; Exercisability. Subject to the provisions of paragraph g.
    herein, an option shall vest and become nonforfeitable and exercisable,
    immediately.

b.	 Each option and Stock Appreciation Right granted shall be exercisable in
    whole or in part at any time or from time to time during the option
    period as the Committee may determine, provided that the election to
    exercise an option or Stock Appreciation Right shall be made in
    accordance with applicable Federal laws and regulations, and further
    provided that each option shall contain a provision that will prevent
    exercise of the option unless the optionee remains in the employ of the
    Company or its subsidiary at least one year after the granting of the
    option. However, the Committee may in its discretion accelerate the
    vesting schedule of any option at any time.

c.	 No option may at any time be exercised with respect to a fractional share.
    In the event that shares are issued pursuant to the exercise of a Stock
    Appreciation Right, no fractional shares shall be issued; however, a
    fractional Stock Appreciation Right may be exercised for cash.

d.	 As a condition to the exercise of a Non-Qualified Stock Option or Stock
    Appreciation Right, grantees shall make such arrangements as the Committee
    may require for the satisfaction of any federal, state, or local
    withholding tax obligations that my arise in connection with such exercise.
                                      9
e.	 No shares shall be delivered pursuant to the exercise of any option or
    Stock Appreciation Right, in whole or in part, until qualified for
    delivery under such securities laws and regulations as may be deemed by
    the Committee to be applicable thereto and until, in the case of the
    exercise of an option, payment in full of the option price thereof or
    stock as a form of payment as provided in Section 10 hereof is received
    by the Company in cash (or check) or stock. No holder of an option or
    Stock Appreciation Right, or his/her legal representative, legatee, or
    distributee, shall be or be deemed to be a holder of any shares subject
    to such option or Stock Appreciation Right unless and until he/she has
    received a certificate or certificates therefor.

f. 	Notwithstanding any vesting requirements contained in any Option, all
    outstanding Options shall become immediately exercisable (1) following
    the first purchase of Common Stock pursuant to a tender offer or exchange
    offer (other than an offer made by the Company) for all or part of the
    Common Stock, (2) at such time as a third person, including a "group" as
    defined in Section 13(d) of the Securities Exchange Act of 1934, becomes
    the beneficial owner of shares of the Company having 25% or more of the
    total number of votes that may be cast for the election of Directors of
    the Company, (3) on the date on which the shareholders of the Company
    approve (1) any agreement for a merger or consolidation in which the
    Company will not survive as an independent, publicly owned corporation or
    (ii) any sale, exchange or other disposition of all or substantially all
    of the Company's assets. The Committee's reasonable determination as to
    whether such an event has occurred shall be final and conclusive.

g. 	Notwithstanding any other provisions of this Agreement to the contrary, the
    right of any Key Employee to receive any benefits hereunder shall terminate
    and shall be forever forfeited if such Key Employee's employment with
    Definition Ltd. is terminated because of his/her fraud, embezzlement,
    dishonesty, or breach of fiduciary duty. In such an event, all
    unexercised options shall be deemed null and void. This Section shall be
    inapplicable to any such termination of employment or status as an
    advisor or consultant occurring after the Plan has been terminated.

12.	Transferability of Options and Stock Appreciation Rights. The right of any
    optionee to exercise an option or Stock Appreciation Right granted under
    the Plan shall, during the lifetime of such optionee, be exercisable only
    by such optionee or a gift to a  qualified donee  or pursuant to a
    qualified domestic relations order as defined by the Internal Revenue
    Code of 1986, as amended, or Title I of the Employee Retirement Income
    Security Act, or the rules thereunder (a "QDRO") and shall not be
    assignable or transferable by such optionee other than by will or the
    laws of descent and distribution or a QDRO.  A "Qualified Donee" shall
    consist of an Employee's or Director's  family member who has acquired
    the options from an employee or director  through a gift or a domestic
    relation order.  For purposes of this form, "family member" includes any
    child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
    former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
    son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
    adoptive relationships, any person sharing the employee's household
    (other than a tenant or employee), a trust in which these persons have
    more than fifty percent of the beneficial interest, a foundation in which
    these persons (or the employee) control to the management of assets, and
    any other entity in which these persons (or the employee) own more than
    fifty percent of the voting interests.  This Plan is not available for
    the exercise of options transferred for value.  The following
    transactions are not prohibited transfers for value: a transfer under a
    domestic relations order in settlement of marital property rights; and,
    a transfer to an entity in which more than fifty percent of the voting
    interests are owned by family members (or the employee) in exchange for
    an interest in that entity.
                                      10
13. Termination of Relationship. The terms and conditions under which an option
    or Stock Appreciation Right may be exercised after the termination of
    relationship with the Company shall be determined by the Committee.

14.	Changes in Common Stock. The aggregate number and class of shares on which
    options and Stock Appreciation Rights may be granted under this Plan, the
    number and class of shares covered by each outstanding option, and the
    exercise price per share thereof (but not the total price), of each such
    option, shall all be proportionately adjusted for any increase or
    decrease in the number of issued shares of common stock of the Company
    resulting from a split-up or consolidation of shares, or any spin-off,
    spin-out, split-up, or other distribution of assets to shareholders, or
    any like capital adjustment or the payment of any such stock dividend, or
    any other increase or decrease in the number of shares of common stock of
    the Company without the receipt of consideration by the Company, or
    assumption and conversion of outstanding grants due to an acquisition.

15.	Amendment and Discontinuance. The Board of Directors may amend, suspend, or
    discontinue this Plan, but may not, without the approval of the holders of
    the Company's common stock, make any amendment thereof which operates:
    (a) to increase the total number of shares which may be granted under
    this Plan, (b) to extend the terms of this Plan or the maximum option
    period provided in Section 8 hereof, (c) to decrease the minimum option
    price provided in Section 9 hereof, (d) to materially modify the
    requirements as to eligibility for participation in this Plan, or (e) to
    materially increase the benefits accruing to participants under this
    Plan. No amendment to this Plan shall, except with the consent of the
    Optionee, adversely affect rights under an option previously granted.

16.	Term of Plan. This Plan shall become effective October 19, 1999, subject
    to the approval by the holders of the Company's common stock at a meeting
    to be held within one year of the date of adoption of this Plan.

17.	Investment Representation. Upon demand by the Company, the Optionee shall
    deliver to the Company a representation in writing that the purchase of
    all shares with respect to which notice of exercise of the Option or
    Stock Appreciation Right has been given by Optionee is being made for
    investment only and not for resale or with a view to distribution and
    containing such other representations and provisions with respect thereto
    as the Company may require. Upon such demand, delivery of such
    representation promptly and prior to the transfer or delivery of any such
    shares and prior to the expiration of the option period, shall be a
    condition precedent to the right to purchase such shares.

18.	Rights as Shareholder and Key Employee. An Optionee shall have no rights as
    a shareholder of the Company with respect to any shares of Common Stock
    covered by an Option until the date of the issuance of the stock
    certificate for such shares. Neither the Plan, nor the granting of an
    option or other rights herein, nor any other action taken pursuant to the
    Plan shall constitute or be evidence of any agreement or understanding,
    express or implied, that a key employee has a right to continue as an
    Employee or Director for any period of time or at any particular rate of
    compensation.

19. Governing Law. Options granted under this Plan shall be construed and shall
    take effect in accordance with the laws of the State of Nevada.

20.	Limitations on Sale of Stock Purchased Under the Plan. The Plan is
    intended to provide common stock for investment and not for resale. The
    Company does not, however, intend to restrict or influence any key
    employee or Director in the conduct of his own affairs. A key employee or
    Director, therefore, may sell stock purchased under the Plan at any time
    he chooses, subject to compliance with any applicable Federal or state
    securities laws. THE PARTICIPANT ASSUMES THE RISK OF ANY MARKET
    FLUCTUATIONS IN THE PRICE OF THE STOCK.
                                      11
21.	Governmental  Regulation.  The Company's  obligation to sell and deliver
    shares of the Company's common stock under this Plan is subject to the
    approval of any governmental authority required in connection with the
    authorization, issuance, or sale of such shares.

22.	Other Benefit And Compensation Programs. Unless otherwise specifically
    determined by the Committee, settlements of Awards received by
    Participants under the Plan shall not be deemed a part of a Participant's
    regular, recurring compensation for  purposes of calculating payments or
    benefits from any Company benefit plan or severance program. Further, the
    Company may adopt other compensation programs, plans or arrangements as
    it deems appropriate or necessary.

23.	Unfunded Plan.  Unless otherwise determined by the Board, the Plan shall
    be unfunded and shall not create (or be construed to create) a trust or a
    separate fund or funds.  The Plan shall not establish any fiduciary
    relationship between the Company and any Participant or other person.
    To the extent any person holds any rights by virtue of an Award granted
    under the Plan, such rights shall constitute, general unsecured
    liabilities of the Company and shall not confer upon any Participant any
    right, title or interest in any assets of the Company.

                                      12
Exhibit 5.1

October 26, 1999

Definition, Ltd.
4625 W. Nevso Drive
Suite 2, Las Vegas, NV 89103

Re: 	Definition, Ltd. -- Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel for Definition, Ltd., a Nevada corporation (the
"Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of an aggregate of 1,000,000  shares (the "Shares") of
the Company's Common Stock, par value $0.001 per share ("Common Stock"),
all of which may to be issued by the Company under the  1999 KEY
EMPLOYEE/DIRECTOR STOCK OPTION PLAN (the "Plan").

I have examined the Registration Statement and such documents and records of
the Company and other documents as I had deemed necessary for purposes of
this opinion. We have not made any independent review or investigation of the
organization, existence, good standing, assets, business or affairs of the
Company, or of any other matters. In rendering our opinion, we have assumed
without inquiry the legal capacity of all natural persons, the genuineness of
all signatures, and the authenticity of all documents submitted to us.

We have not undertaken any independent investigation to determine facts bearing
on this opinion, and no inference as to the best of our knowledge of facts
based on an independent investigation should be drawn from this representation.

For purposes of this letter, I have assumed that the offer and sale of
securities pursuant to the Plan is not in connection with a capital raising
transaction, and does not directly or indirectly promote or maintain a market
for the Registrant's securities.

Based upon the foregoing, I am of the opinion that upon the happening of the
following events, due action by the Board of Directors and Shareholders of
the Company authorizing the Plan and the issuance and of the Shares thereto;
due action by the Board of Directors of the Company authorizing the issuance
and/or sale of the Shares under the Plan;

                                      13
Definition, Ltd.
October 27, 1999
Page 2

filing of the Registration Statement and any amendments thereto and the becoming
effective of the Registration Statement; and due execution by the Company and
registration by its registrars of the Shares of the Plan and sale thereof
as contemplated by the Registration Statement and in accordance with the
aforesaid corporate and governmental authorizations, the Shares are duly
authorized for issuance and are validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions
contained herein.

For purposes of Item 509, of Regulation S-K, I will receive a contingent
interest of 100,000 shares of Common Stock of the Company, for services
performed in connection with the filing of the registration statement on
Form S-8, as well as other legal services on behalf of the Company.

This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or
relied upon by any other person, firm or corporation for any purpose without
our prior express written consent. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,

CHARLES A. CLEVELAND, P.S.

By: ____________________
/s/	Charles A. Cleveland

CAC:lrb
                                     14