EXHIBIT


                                 LOAN AGREEMENT



         This Loan Agreement (this  "Agreement"),  dated as of October 13, 2001,
is entered into between  George Colin  ("Lender"),  and EXTEN  INDUSTRIES,  INC.
("Borrower")  as of the date first set forth  above.  The above  information  is
subject to all of the terms and conditions of this Agreement.  The parties agree
as follows:

         1.       Loan and Payments.  The Lender is making loans  (collectively,
                  -----------------
the "Loan") to Borrower in the amount of Fifty Thousand ($50,000)  Dollars.  The
Loan may be prepaid at any time without penalty.

                  (a)      Interest. Borrower shall pay interest on the Loan and
                           --------
other  monetary  Obligations  at a fixed rate equal to twelve percent (12 %) per
annum.  Interest  shall be  calculated  on the basis of a  360-day  year for the
actual number of days elapsed.  Interest  shall be payable  monthly within seven
(7) business days of the last day of the previous month.

                  (b).     Voluntary Conversion. Each Lender may convert the pro
                           --------------------
rata portion of the outstanding principal balance of the Loan, together with all
accrued but unpaid interest, owing to such Lender, and no less than such amount,
into  Borrower's  Common Stock,  at the option of such Lender,  on the terms and
conditions  set  forth  herein.  The stock  will be  delivered  within  ten (10)
business days of the  conversion  date and the shares will have no  restrictions
relative to their sale and disposition.

                  (e)      Penalties.  Should  any  interest  payment  be  late,
                           ---------
certain penalties shall become effective.  The conversion price of the shares of
common  stock shall  decline by $.01 for each week,  or fraction  thereof,  that
interest payment is not received.

                  If Lender  elects to exercise  his right to convert  then such
Lender must give  written  notice of his  intention to convert not less than ten
(10) business days prior to the date of such  intended  conversion.  Lender must
concurrently  execute a  standard  form of Stock  Purchase  Agreement  and other
agreements as are  necessary to document the issuance of the Common  Stock.  The
Borrower  shall  issue and  deliver  to such  Lender,  within  the same ten (10)
business days, a certificate or  certificates  for the number of Common Stock to
which the Lender is entitled and a check or cash with respect to any  fractional
interest in any share of Common Stock.  Upon receipt of the shares,  Lender,  by
execution  hereof,  agrees to deliver to the Borrower  the executed  original of
this Agreement, marked "cancelled," within ten (10) days of such conversion,

                  In the event  that a Lender  exercises  the  conversion  right
described herein, he shall receive  Borrower's Common Stock at a price per share
equal to $.07,  if converted  during the term of this  Agreement.  No fractional
shares will be issued upon such  conversion;  in lieu of any fractional share to
which a Lender would otherwise be entitled, the Borrower will pay the cash value
of such fractional share to the Lender.

                  If the  Borrower  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
conversion of the Loan pursuant hereto, for each share of Common Stock acquired,
the Lender shall receive, without cost to the Lender, the total number of Common
Stock to which the Lender  would  have been  entitled  had the Lender  owned the
Common Stock of record as of the date the dividend or subdivision occurred. Upon
any reclassification,  exchange,  substitution, or other event that results in a
change of the number of the  securities  issuable upon  conversion  hereof,  the
Lender  shall be entitled  to receive,  upon  conversion  hereof,  the number of
securities  that the Lender would have received for the Common Stock if the Loan
had  been  converted   immediately  before  such   reclassification,   exchange,
substitution,  or other  event.  The  Borrower  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 hereunder by the Borrower.

                  (e)      Warrants.  Borrower is  concurrently  issuing to each
                           --------
Lender a Warrant to Purchase Stock on the terms and conditions set forth therein
(the "Warrant").



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                  (d)      Maturity  Date;  Extension.  All amounts  outstanding
                           --------------------------
hereunder are due and payable on October 1, 2002 (the "Original Maturity Date').
However,  provided that an Event of Default does not exist or is not continuing,
Borrower  may  extend the  Original  Maturity  Date for one (1) ninety  (90) day
period (the "Extended  Maturity  Date") by providing the Lead Lender (as defined
in Schedule I hereto),  at least thirty (30) days prior to the Original Maturity
Date, with written notice that Borrower  wishes to extend the Original  Maturity
Date.  Extensions of the Extended  Maturity Date, if any, may be provided in the
sole discretion of the individual Lender.

         2.       Representations and Warranties.  Borrower represents to Lender
                  ------------------------------
as  follows  (which  shall  be  deemed  continuing  throughout  the term of this
Agreement).

                  (a)      Authorization.  Borrower is and will  continue to be,
                           -------------
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation,  and  Borrower  is and will  continue to be
qualified and licensed to do business in all  jurisdictions in which any failure
to do so would have a Material  Adverse  Effect;  the  execution,  delivery  and
performance by Borrower of this Agreement,  and all other documents contemplated
hereby have been duty and validly authorized by all necessary  corporate action,
and do not violate  Borrower's  articles or  certificate  of  incorporation,  or
by-laws,  or any law or any material  agreement or  instrument  which is binding
upon Borrower or its property.

                  (b)      Title to Shares;  Permitted Liens. After consummation
                           ---------------------------------
of the acquisition of the Shares,  Borrower will own the Shares,  free of liens,
claims and interests of any kind.

         3.       Events  of  Default.  Any one or more of the  following  shall
                  -------------------
constitute an Event of Default under this Agreement:

                  (a)      Borrower  shall  fail  to  pay  any  principal  of or
interest  on the Loan or any other  monetary  Obligations  within  ten (10) days
after the date due; or

                  (b)      Borrower   shall  fail  to  comply   with  any  other
provision  of this  Agreement,  which  failure is not cured within ten (10) days
after such failure occurs; or

                  (e)      Any warranty,  representation,  statement,  report or
certificate  made or  delivered to Lender by Borrower or on  Borrower's  behalf,
taken  together,  shall be untrue or misleading in a material  respect as of the
date given or made; or

                  (d)      There  shall be a change in the record or  beneficial
ownership of an aggregate of more than 51% of the outstanding shares of stock of
Borrower, or

                  (e)      Dissolution,  termination of existence, or insolvency
of Borrower;  or Borrower fails to meet its debts as they mature; or appointment
of a  receiver,  trustee  or  custodian,  for  all or any  material  part of the
property of,  assignment for the benefit of creditors by, or the commencement of
any  proceeding by or against  Borrower  under any  reorganization,  bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction, now or in the future in effect (except that, in the
case of a proceeding  commenced  against  Borrower,  Borrower shall have 60 days
after the date such  proceeding  was  commenced  to have it  dismissed);  or The
occurrence  of a  "Material  Adverse  Effect",  which  shall mean (i) a material
adverse change in the business,  prospects,  operations,  results of operations,
assets,  liabilities  or  financial or other  condition  of  Borrower,  (ii) the
impairment  of  Borrower's  ability to  perform  its  Obligations  or of Lender'
ability to  enforce  the  Obligations  or realize  upon the  Shares,  or (iii) a
material adverse change in the value of the Shares.



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<PAGE>


         4.       Remedies.
                  --------

                  (a)      Remedies.   Upon  the   occurrence   and  during  the
                           --------
continuance of any Event of Default,  Lender,  at his option,  may do any one or
more of the following, without notice except for such notices as are required by
law: (a) Accelerate and declare the Obligations to be immediately due,  payable,
and performable, notwithstanding any deferred or installment payments allowed by
any instrument evidencing or relating to any Obligation;  (b) Take possession of
any or all of the Shares; (e) Sell or otherwise dispose of the Shares, at one or
more public or private sales,  in lots or in bulk,  for cash,  exchange or other
property,  or on credit,  and to adjourn any such sale from time to time without
notice other than oral  announcement  at the time  scheduled for sale.  Borrower
recognizes  that Lender may be unable to make a public sale of any or all of the
investment  property,  by  reasons  of  prohibitions   contained  in  applicable
securities  laws or  otherwise,  and  expressly  agrees that a private sale to a
restricted  group  of  purchasers  for  investment  and  not  with a view to any
distribution  thereof shall be considered a  commercially  reasonable  sale. All
reasonable  attorneys'  fees,  expenses,   costs,  liabilities  and  obligations
incurred by Lender with  respect to the  foregoing  shall be added to and become
part of the Obligations, and shall be due on demand.

         5.       Waivers. The failure of Lender at any time or times to require
                  -------
Borrower to strictly  comply with any of the provisions of this Agreement or any
other present or future agreement between Borrower and Lender shall not waive or
diminish  any right of Lender  later to demand  and  receive  strict  compliance
therewith.  Any  waiver of any  default  shall  not  waive or  affect  any other
default,  whether prior or subsequent,  and whether or not similar.  None of the
provisions of this Agreement or any other agreement shall be deemed to have been
waived except by a specific written waiver signed by the Lender and delivered to
Borrower.  Borrower  waives  demand,  protest,  notice of protest  and notice of
default or  dishonor,  notice of payment and  nonpayment,  release,  compromise,
settlement,  extension or renewal of any commercial paper, instrument,  account,
general  intangible,  document  or  guaranty at any time held by Lender on which
Borrower  is or may in any way be  liable,  and  notice of any  action  taken by
Lender, unless expressly required by this Agreement.

         6.       Costs;  Indemnity.  Borrower shall reimburse Lender for all of
                  -----------------
the  following  ("Costs"):  all  reasonable  attorneys'  fees  and  all  filing,
recording, search, title insurance, appraisal, audit, and other reasonable costs
incurred  by Lender,  pursuant  to, in  connection  with,  or  relating  to this
Agreement or its enforcement  (whether or not any lawsuit is filed),  including,
but not  limited  to, any  reasonable  attorneys'  fees and costs  Lender  incur
relating to  preparation  and  negotiation  of this  Agreement and the documents
relating to this Agreement.  Lender shall provide an itemized statement of Costs
to Borrower, if so requested by Borrower. If either Lender or Borrower files any
lawsuit  against  the  other  predicated  'on a breach  of this  Agreement,  the
prevailing  party in such action  shall be  entitled  to recover its  reasonable
cost,  including  (but not limited to)  reasonable  attorneys'  fees incurred in
connection  therewith.  Borrower shall indemnity Lender for any losses,  claims,
actions,  causes  of  action,  penalties,  and  reasonable  costs  and  expenses
(including  reasonable attorneys' fees), which Lender may sustain or incur based
upon or  arising  out of  this  Agreement,  any of the  Obligations,  any  other
relationship  or  agreement  between  Lender and  Borrower,  or any other matter
relating to Borrower or the  Obligations,  except any such amounts  sustained or
incurred as the result of the gross negligence or willful misconduct of Under or
any of their directors,  officers,  employees,  agents,  attorneys, or any other
person affiliated with or representing Lender. The indemnity agreement set forth
in this  Section  shall  survive any  termination  of this  Agreement  and shall
continue in full force and effect.

         7.       Notices.  All notices under this Agreement shall be in writing
                  -------
and shall be deemed to have been given (a) upon receipt,  when delivered by hand
or by  electronic  facsimile  transmission,  or  (b)  upon  actual  delivery  by
overnight courier,  or (e) three days after mailing by regular  first-class mail
or  certified  mail return  receipt  requested,  addressed  to each party at the
addresses indicated on Schedule I hereto.

         8.       Governing  Law,  Jurisdiction;  Venue.  This Agreement and all
                  -------------------------------------
acts and  transactions  hereunder and all rights and  obligations  of Lender and
Borrower  shall be governed by the  internal  laws (and not the conflict of laws
rules of the State of  California.  As a material part of the  consideration  to
Lender to enter into this  Agreement,  Borrower  (i) agrees that all actions and
proceedings  relating directly or indirectly to this Agreement shall, at Lender'
option, be litigated in courts located within California, and that the exclusive
venue therefore shall be San Diego County; (ii) consents to the jurisdiction and
venue of any such court and consents to service of process in any such action or
proceeding by personal  delivery or any other method permitted by law; and (iii)
waives any and all rights Borrower may have to object to the jurisdiction of any
such court, or to transfer or change the venue of any such action or proceeding.



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<PAGE>



         9.       Mutual  Waiver of Jury Trial.  BORROWER AND LENDER EACH HEREBY
                  ----------------------------
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING
OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT  BETWEEN  LENDER AND BORROWER,  OR ANY CONDUCT,  ACTS OR
OMISSIONS OF LENDERS OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS,  ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH LENDERS OR BORROWER,  IN
ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

         10.      General. Should any provision of this Agreement be held by any
                  -------
court of competent  jurisdiction to be void or unenforceable,  such defect shall
not affect the remainder of this  Agreement,  which shall continue in full force
and effect.  This  Agreement  and such other written  agreements,  documents and
instruments as may be executed in connection  herewith are the final, entire and
complete  agreement  between  Borrower  and Lender and  supersede  all prior and
contemporaneous  negotiations and oral  representations  and agreements,  all of
which  are  merged  and  integrated  in  this  Agreement.   There  are  no  oral
understandings,  representations or agreements between the parties which are not
set forth in this Agreement or in other written agreements signed by the parties
in connection herewith. Any Lender may assign all or any part of its interest in
this  Agreement  and  the  Obligations  to any  person  or  entity,  or  grant a
participation  in, or security  interest  in, any  interest  in this  Agreement,
without notice to, or consent of,  Borrower.  Borrower may not assign any rights
under or interest in this  Agreement  without the Lead  Lender's  prior  written
consent.  This  Agreement may be executed in two or more  counterparts,  each of
which  shall be  deemed  an  original,  but all of which  shall  constitute  one
agreement.


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<PAGE>




 "Borrower"

 EXTEN INDUSTRIES, INC.



 By:      /S/ Gregory F. Szabo
          -----------------------
          Gregory F. Szabo

 Title:   President
          -----------------------


 Address for notices:

 425 W. 5th Ave #201
 Escondido, CA 92025


 Attn: Gregory F. Szabo
 Fax:  (760) 781 3919




 "Lender"

 Name: George Colin
       ------------


 Signed ________________________



 Address for notices:

 23412 Pacific Park Dr. #20H
 Aliso Viejo, CA 92656-3341




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