EXHIBIT

                                      NAME



THIS WARRANT AND THE SHARES ISSUABLE  HEREUNDER HAVE NOT BEEN  REGISTERED  UNDER
THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND MAY NOT BE  SOLD,  PLEDGED  OR
OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


                            WARRANT TO PURCHASE STOCK


Corporation:                    EXTEN INDUSTRIES, INC., a Delaware Corporation
Number of Shares:               200,000
Class of Stock:                 Common
Initial Exercise Price:         $.10 per share
Issue Date:                     June 19, 2002
Expiration Date:                June 19, 2009 (Subject to Article 4.1)

         THIS WARRANT  CERTIFIES THAT, in  consideration of the payment of $1.00
and  for  other  good  and  valuable  consideration,  (name),  or  his  assignee
("Holder")  is entitled to purchase  the number of fully paid and  nonassessable
shares  of the  class of  securities  (the  "Shares")  of the  corporation  (the
"Company") at the initial  exercise price per Share (the "Warrant Price") all as
set forth above and as adjusted  pursuant to Article 2 of this warrant,  subject
to the provisions and upon the terms and conditions set forth in this warrant.


ARTICLE 1.        EXERCISE.
                  --------

         1.1      Method of  Exercise.  Holder  may  exercise  this  warrant  by
                  -------------------
delivering this warrant and a duly executed Notice of Exercise in  substantially
the form attached as Appendix 1 to the principal  office of the Company.  Unless
Holder is exercising the conversion right set forth in Section 1.2, Holder shall
also  deliver to the  Company a check for the  aggregate  Warrant  Price for the
Shares being purchased.

         1.2      Conversion  Right.  In  lieu of  exercising  this  warrant  as
                  -----------------
specified in Section 1.1,  Holder may convert this warrant,  in whole and not in
part,  into a number of Shares  determined  by dividing (a) the  aggregate  fair
market value of the Shares or other securities  otherwise issuable upon exercise
of this warrant minus the aggregate Warrant Price of such Shares by (b) the fair
market  value  of one  Share.  The fair  market  value  of the  Shares  shall be
determined pursuant to Section 1.3.

         1.3      Fair Market  Value.  The fair market value of the Shares shall
                  ------------------
be the  average  closing  price  of the  Shares  (or the  closing  price  of the
Company's stock into which the Shares are convertible) reported for the ten (10)
trading day  immediately  before  Holder  delivers its Notice of Exercise to the
Company.

         1.4      Delivery of Certificate and New Warrant. Promptly after Holder
                  ---------------------------------------
exercises  or  converts  this  warrant,  the  Company  shall  deliver  to Holder
certificates for the Shares.

         1.5      Replacement  of  Warrants.  On receipt of evidence  reasonably
                  -------------------------
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this warrant and, in the case of loss,  theft or destruction,  on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or, in the case of mutilation,  on surrender and  cancellation  of this warrant,
the Company at its expense shall execute and deliver, in lieu of this warrant, a
new warrant of like tenor.

         1.6      Repurchase on Sale, Merger, or Consolidation of the Company.
                  -----------------------------------------------------------

                  1.6.1    "Acquisition."  For  the  purpose  of  this  warrant,
                            -----------
"Acquisition"   means  any  sale,  license,  or  other  disposition  of  all  or
substantially  all  of  the  assets  (including  intellectual  property)  of the
Company,  or any reorganization,  consolidation,  or merger of the Company where
the holders of the Company's securities before the transaction  beneficially own
less than 50% of the outstanding voting securities of the surviving entity after
the transaction.



<PAGE>

                  1.6.2    Assumption  of  Warrant.  If upon the  closing of any
                           -----------------------
Acquisition the successor  entity assumes the obligations of this warrant,  then
this warrant shall be exercisable for the same securities, cash, and property as
would be payable  for the  Shares  issuable  upon  exercise  of the  unexercised
portion of this  warrant as if such Shares were  outstanding  on the record date
for the Acquisition and subsequent closing.  The Warrant Price shall be adjusted
accordingly.  The Company  shall use  reasonable  efforts to cause the surviving
corporation to assume the obligations of this warrant.

                  1.6.3    Nonassumption. If upon the closing of any Acquisition
                           -------------
the successor  entity does not assume the obligations of this warrant and Holder
has not otherwise exercised this warrant in full, then Holder shall be deemed to
have been automatically  converted pursuant to Section 1.2 and thereafter Holder
shall  participate in the  Acquisition on the same terms as other holders of the
same class of securities of the Company.


ARTICLE 2.        ADJUSTMENTS TO THE SHARES.
                  -------------------------

         2.1      Stock Dividends,  Splits, Etc. If the Company declares or pays
                  -----------------------------
a dividend on its common stock payable in common stock, or other securities,  or
subdivides the  outstanding  common stock into a greater amount of common stock,
then upon  exercise  of this  warrant,  for each Share  acquired,  Holder  shall
receive,  without  cost to Holder,  the total number and kind of  securities  to
which Holder  would have been  entitled had Holder owned the Shares of record as
of the date the dividend or subdivision occurred.

         2.2      Reclassification,   Exchange   or   Substitution.   Upon   any
                  ------------------------------------------------
reclassification,  exchange,  substitution,  or other  event  that  results in a
change of the number  and/or class of the  securities  issuable upon exercise or
conversion of this warrant,  Holder shall be entitled to receive,  upon exercise
or  conversion of this  warrant,  the number and kind of securities  that Holder
would  have  received  for  the  Shares  if  this  warrant  had  been  exercised
immediately  before  such  reclassification,  exchange,  substitution,  or other
event. The Company or its successor shall promptly issue to Holder a new warrant
for such new  securities.  The new warrant shall provide for  adjustments  which
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this Article 2 including, without limitation,  adjustments to the Warrant
Price and to the number of securities or property  issuable upon exercise of the
new  warrant.  The  provisions  of this  Section  2.2 shall  similarly  apply to
successive reclassifications, exchanges, substitutions, or other events.

         2.3      Adjustments for Combinations,  Etc. If the outstanding  Shares
                  ----------------------------------
are combined or consolidated,  by reclassification  or otherwise,  into a lesser
number of shares, the Warrant Price shall be proportionately increased.

         2.4      No  Impairment.  The Company  shall not, by  amendment  of its
                  --------------
Certificate of  Incorporation or through a  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  under this  warrant by the  Company,  but
shall at all times in good faith  assist in carrying out all the  provisions  of
this Article 2 and in taking all such action as may be necessary or  appropriate
to protect Holder's rights under this Article against impairment. If the Company
takes  any  action  affecting  the  Shares or its  common  stock  other  than as
described above that adversely  affects Holder's rights under this warrant,  the
Warrant Price shall be adjusted  downward and the number of Shares issuable upon
exercise  of this  warrant  shall be  adjusted  upward in such a manner that the
aggregate Warrant Price of this warrant is unchanged.

         2.5      Certificate  as to  Adjustments.  Upon each  adjustment of the
                  -------------------------------
Warrant  Price,   the  Company  at  its  expense  shall  promptly  compute  such
adjustment, and furnish Holder with a certificate of its Chief Financial Officer
setting forth such adjustment and the facts upon which such adjustment is based.
The Company shall,  upon written request,  furnish Holder a certificate  setting
forth  the  Warrant  Price in effect  upon the date  thereof  and the  series of
adjustments leading to such Warrant Price.



                                       2
<PAGE>


ARTICLE 3.        REPRESENTATIONS AND COVENANTS OF THE COMPANY.
                  --------------------------------------------

         3.1      Representations and Warranties.  The Company hereby represents
                  ------------------------------
and warrants to the Holder as follows:

                  (a)      The initial  Warrant  Price  referenced  on the first
page of this  warrant is not greater than the fair market value of the Shares as
of the date of this warrant.

                  (b)      All Shares  which may be issued upon the  exercise of
the purchase right  represented  by this warrant,  and all  securities,  if any,
issuable  upon  conversion  of  the  Shares,   shall,  upon  issuance,  be  duly
authorized, validly issued, fully paid and nonassessable,  and free of any liens
and  encumbrances  except for  restrictions  on transfer  provided for herein or
under applicable federal and state securities laws.

                  (c)      The Company's  capitalization  table attached to this
warrant is true and complete as of the Issue Date.

         3.2      Notice of Certain Events.  If the Company proposes at any time
                  ------------------------
(a) to declare any dividend or  distribution  upon its common stock,  whether in
cash,  property,  stock,  or other  securities and whether or not a regular cash
dividend;  (b) to offer for subscription pro rata to the holders of any class or
series  of its stock  any  additional  shares of stock of any class or series or
other rights; (c) to effect any  reclassification  or recapitalization of common
stock;  or (d) to merge or consolidate  with or into any other  corporation,  or
sell,  lease,  license,  or convey all or substantially all of its assets, or to
liquidate,  dissolve or wind up, then, in connection  with each such event,  the
Company shall give Holder (1) at least 20 days prior written  notice of the date
on which a record will be taken for such dividend, distribution, or subscription
rights (and  specifying  the date on which the  holders of common  stock will be
entitled  thereto) or for determining  rights to vote, if any, in respect of the
matters  referred  to in (a) and (b) above;  and (2) in the case of the  matters
referred  to in (c) and (d) above at least 20 days prior  written  notice of the
date when the same will take place (and specifying the date on which the holders
of common stock will be entitled to exchange  their common stock for  securities
or other property deliverable upon the occurrence of such event).


ARTICLE 4.        MISCELLANEOUS.
                  -------------

         4.1      Term.  This warrant is exercisable in whole or in part, at any
                  ----
time and from time to time on or before the Expiration  Date set forth above. If
this warrant has not been exercised  prior to the Expiration  Date, this warrant
shall be deemed to have been  automatically  exercised on the Expiration Date by
"cashless" conversion pursuant to Section 1.2.

         4.2      Legends.  This  warrant  and the  Shares  (and the  securities
                  -------
issuable,  directly or indirectly,  upon conversion of the Shares, if any) shall
be imprinted with a legend in substantially the following form:

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  AND MAY NOT BE SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  WITHOUT  AN
EFFECTIVE  REGISTRATION  THEREOF  UNDER SUCH ACT OR  PURSUANT  TO RULE 144 OR AN
OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO THE CORPORATION AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED.

         4.3      Registration of Shares.  The Company shall use best efforts to
                  ----------------------
register the Shares under the  Securities Act of 1933 within ninety (90) days of
the Issue Date.  Upon  registration  thereof,  the legend referred to in section
4.2, above, may be removed.

         4.4      Compliance with Securities Laws on Transfer.  This warrant and
                  -------------------------------------------
the Shares issuable upon exercise of this warrant (and the securities  issuable,
directly  or  indirectly,  upon  conversion  of the  Shares,  if any) , prior to
registration  thereof as set forth in Section 4.3, above, may not be transferred
or assigned in whole or in part without  compliance with applicable  federal and
state securities laws by the transferor and the transferee  (including,  without
limitation, the delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company). The Company shall not require Holder to
provide an opinion of counsel if the transfer is to an affiliate of Holder or if
there is no material  question as to the availability of current  information as
referenced  in Rule 144(c),  Holder  represents  that it has complied  with Rule
144(d) and (e) in reasonable  detail,  the selling broker represents that it has
complied  with Rule 144(f),  and the Company is provided with a copy of Holder's
notice of proposed sale.



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<PAGE>

         4.5      Transfer Procedure.  Subject to the provisions of Section 4.4,
                  ------------------
Holder  may  transfer  all but not  less  that all this  warrant  or the  Shares
issuable upon exercise of this warrant (or the securities issuable,  directly or
indirectly,  upon conversion of the Shares, if any) by giving the Company notice
that the  warrant  is being  transferred  setting  forth the name,  address  and
taxpayer  identification  number of the transferee and surrendering this warrant
to the Company for  reissuance to the  transferee(s);  provided,  however,  that
Holder may transfer all or part of this warrant to its  affiliates,  at any time
without notice to the Company,  and such affiliate shall then be entitled to all
the rights of Holder  under this  warrant  and any related  agreements,  and the
Company shall cooperate fully in ensuring that any stock issued upon exercise of
this warrant is issued in the name of the affiliate  that exercises the warrant.
The terms and  conditions  of this warrant shall inure to the benefit of, and be
binding upon, the Company and the holders hereof and their respective  permitted
successors and assigns.

         4.6      Notices. All notices and other communications from the Company
                  -------
to the Holder, or vice versa, shall be deemed delivered and effective when given
personally  or mailed by  first-class  registered  or  certified  mail,  postage
prepaid,  at such  address  as may have been  furnished  to the  Company  or the
Holder,  as the case may be, in writing by the  Company or such Holder from time
to time. All notices to the Holder shall be addressed as follows:

                          Gregory Szabo
                          425 5TH  Avenue, Suite 201
                          Escondido, CA 92025

         4.7      Waiver.  This  warrant  and any term  hereof  may be  changed,
                  ------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.

         4.8      No Fractional  Shares or Scrip. No fractional  shares or scrip
                  ------------------------------
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant,  but in lieu of such  fractional  shares the Company  shall make a cash
payment therefore on the basis of the Warrant Price then in effect.

         4.9      Attorneys'  Fees.  In the  event of any  dispute  between  the
                  ----------------
parties  concerning  the  terms  and  provisions  of  this  warrant,  the  party
prevailing in such dispute shall be entitled to collect from the other party all
costs incurred in such dispute, including reasonable attorneys' fees.

         4.10     Governing Law. This warrant shall be governed by and construed
                  -------------
in accordance with the laws of the State of California, without giving effect to
its principles regarding conflicts of law.

                                      EXTEN INDUSTRIES, INC.


                                      By:
                                         -------------------------------------

                                      Name:
                                           -----------------------------------

                                      Title:
                                            ----------------------------------


                                      By:
                                         -------------------------------------

                                      Name:
                                           -----------------------------------

                                      Title:
                                            ----------------------------------





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<PAGE>




                                   APPENDIX I


                               NOTICE OF EXERCISE
                               ------------------


         1.       The     undersigned      hereby     elects     to     purchase
 ______________________  shares  of the  ______________________  stock  of Exten
 Industries,  Inc.,  pursuant to the terms of the attached warrant,  and tenders
 herewith payment of the purchase price of such shares in full.

         1.       The undersigned  hereby elects to convert the attached warrant
 into  shares  in the  manner  specified  in the  warrant.  This  conversion  is
 exercised  with respect to  _________________________  of the shares covered by
 the warrant.


         [Strike paragraph that does not apply.]


         2.       Please issue a certificate or certificates  representing  said
 shares in the name of the  undersigned  or in such other  name as is  specified
 below:

                  NAME

                  -----------------------
                  -----------------------
                  -----------------------
                  Or Registered Assignee


         3.       The  undersigned  represents it is acquiring the shares solely
 for its own  account  and not as a nominee  for any other  party and not with a
 view  toward the  resale or  distribution  thereof  except in  compliance  with
 applicable securities laws.


 NAME or Registered Assignee


 ---------------------------
 (Signature)


 ---------------------------
 (Date)





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