(Exhibit 4.1)

                             EXTEN INDUSTRIES, INC.
                           2000 EMPLOYEE BENEFIT PLAN


     "This document constitutes part of the prospectus covering securities
          that have been registered under the Securities Act of 1933"

     1.  PURPOSE
         -------

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

     2.  DEFINITIONS
         -----------

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

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

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

         d.   "Committee" shall mean the committee, if any, appointed by the
              Board in accordance with Section 4 of the Plan; provided,
              however, that the Committee shall be reconstituted to include
              only Non-Employee Directors if any Award is to be made to a
              Director or Officer, except that the committee may consist of a
              single Non-Employee Director in the event that an Award is to be
              made to any other Non-Employee Director.  No Non-Employee
              Director will vote on an Award to himself or herself.

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

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

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

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

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

              iii. a non-employee director of the Corporation .

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

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

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

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

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

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

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

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

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

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

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

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

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         n.   "Plan" shall mean the Exten Industries, Inc. 2000 Employee
              Benefit Plan, as it may be amended from time to time.

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

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

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

     3.  EFFECTIVE DATE
         --------------

     The Plan was adopted by the Board on February 15, 2000.  The effective
date of the Plan shall be February 15, 2000.  35,000,000 Shares of common stock
have been reserved for issuance under the Plan.

     4.  ADMINISTRATION
         --------------

         a.   The Plan shall be administered by the Board in compliance with
              Rule 16b-3 of the Exchange Act ("Rule 16b-3"), or by the
              Committee appointed by the Board, which Committee shall be
              constituted to permit the Plan to comply with Rule 16b-3, and
              which shall consist of not less than two (2) members who shall
              act as managers of the Plan.  The Plan is not subject to the
              Employee Retirement Income Security Act of 1974 ("ERISA").  The
              initial members of the Committee shall serve as the managers of
              the Plan until removed by a majority vote of the Board.

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

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

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

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

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

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

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

         i.   Additional information regarding the Plan and its administrators,
              and copies of the Corporation's Annual Report on Form 10-KSB for
              the year ended November 30, 1999 and Quarterly Report on
              Form 10-QSB for the period ended February 28, 2000, may be
              obtained from the Corporation at 9620 Chesapeake Drive,
              Suite 201, San Diego, California 92123, (858) 496-0174, without
              change upon written or oral request.  The Annual Report and
              Quarterly Report are incorporated herein by reference.

     5.  PARTICIPATION AND WITHDRAWAL
         ----------------------------

     The Awards may be granted to such Eligible Persons as the Board or the
Committee may select.  Eligible Persons may withdraw from participation in the
Plan at any time.

     6.  STOCK SUBJECT TO THE PLAN
         -------------------------

         a.   The stock subject to Awards granted under the Plan shall be
              Shares of the Corporation's authorized but unissued or reacquired
              Common Stock.  The aggregate number of Shares which may be issued
              as Awards under the Plan shall not exceed 35,000,000 Shares.

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

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

     7.  PERFORMANCE AWARDS
         ------------------

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

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     8.  STOCK PAYMENTS
         --------------

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

     9.  RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES
         --------------------------------------------

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

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

         c.   PLAN NOT FUNDED.  No Eligible Person or other person shall have
              any right, title or interest in any fund or in any specific asset
              (including shares of Common Stock) of the Corporation by reason
              of any Award granted hereunder.  There shall be no funding of any
              benefits which may become payable hereunder.  Neither the
              provisions of the Plan (or of any documents related hereto), nor
              the creation or adoption of the Plan, nor any action taken
              pursuant to the provisions of the Plan shall create, or be
              construed to create, a trust of any kind or a fiduciary
              relationship between the Corporation and any Eligible Person.  To
              the extent that an Eligible Person acquires a right to receive an
              Award hereunder, such recipient shall have no greater rights than
              the right of any unsecured general creditor of the Corporation.
              Awards payable under the Plan shall be paid in shares of Common
              Stock and no special or separate fund or deposit shall be
              established and no segregation of shares shall be made to assure
              payment of such Awards.  The Plan is not qualified under
              Section 401(a) of the Code.

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

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

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

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

     10. MISCELLANEOUS
         -------------

         a.   TERMINATION, SUSPENSION, ASSIGNMENT AND AMENDMENT.  The Board
              may, at any time, suspend, amend, modify or terminate the Plan
              (or any part thereof) and may, with the consent of an Award
              recipient, authorize such modifications of the terms and
              conditions of such recipient's Award as it shall deem advisable.
              Awards under the Plan are not assignable other than to (i) a
              revocable trust for benefit of the recipient or (ii) an immediate
              family member (as defined in Rule 16a-1).  The Award is not an
              Incentive Stock Option.

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

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

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

         c.   TAX WITHHOLDING AND TAX BONUSES.

              i.   Federal, state or local taxes that are subject to the
                   withholding of tax at the source shall be withheld by the
                   Corporation so required by applicable law, but shall not
                   constitute a lien.

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

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

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

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

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

                   (2)  the election must be irrevocable;

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

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

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

         d.   COMPLIANCE WITH LAWS.

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

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

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

         f.   SECURITIES LAW REQUIREMENTS.

              i.   LEGALITY OF ISSUANCE.  The issuance of any Shares upon the
                   granting of any Award shall be contingent upon the
                   following:

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

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

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

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

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

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

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

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         g.   EXECUTION.  To record the adoption of the Plan in the form set
              forth above by the Board effective as of February 15, 2000, the
              Corporation has caused this Plan to be executed in the name and
              on behalf of the Corporation where provided below by an officer
              of the Corporation thereunto duly authorized.

                                       EXTEN INDUSTRIES, INC.

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

ATTEST:

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

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