(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

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     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

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