Exhibit 23.2 Consent and Opinion of William Aul, Esquire  
                                    re:  Legality



Board of Directors
Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, CA  92126

               Re:  Legal Opinion - Issuance of New Shares
               & Consent for Use of Opinion in Registration       
               Statement

Gentlemen:

You have asked for my law firm's opinion with respect to the
matters set forth below in connection with the issuance and
registration of 3,593,043 shares of the Common Stock (par value
$0.01) (the "Shares") of Exten Industries, Inc., a Delaware
corporation (the "Company") as described on the Form S-8
Registration Statement (the "Registration Statement") filed with
the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act") and the limited offering permit
(the "Permit") issued to the Company by the California Department
of Corporations in connection with the filing of an Application for
Qualification by Coordination under California Corporations Code
Section 25111 of the California Corporate Securities Act of 1968,
as amended.

This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA
Section of Business law (1991).  As a consequence, it is subject to
a number of qualifications, exceptions, definitions, limitations on
coverage and other limitations, all more particularly described in
the Accord, and this Opinion Letter should be read in conjunction
therewith.

You have not asked my law firm to participate and we have not
participated in the preparation or review of the accuracy of
completeness of the statements and representations made by the
Registration Statement.  My law firm has not been asked to conduct
or review any due diligence, and evaluate the completeness or the
accuracy of the Registration Statement's disclosure of the
Company's affairs.  My law firm can therefore take no
responsibility for nor have we verified independently or otherwise,
any of the information contained in the Registration Statement.

The Company has provided my office with a certificate of its Chief
Executive Officer certifying that the Company has received full
consideration for the issuance of the Shares.  We have also
received photostatic copies of Minutes and Actions of the Board of
Directors which the Company has provided (collectively, the
"Corporate Actions") and upon which these issuances are based and
on which I rely.

The Company has also assured me that all of the Shares to be issued
pursuant to the Registration Statement will be issued only upon the
Company's receipt, from each proposed holder, of an executed
Investment Agreement, acknowledging that the proposed holder meets
or exceeds the suitability standards required by the Permit.  The
Permit requires that each proposed holder meet or exceed specified
income and net worth suitability standards at the time that one or
more certificates representing the Shares are to be issued.

In connection with the opinion expressed below, I have examined and
relied upon, as the factual matters, the photostatic copy of the
Company's Registration Statement, the Corporate Actions, and the
Company's assurances that it will comply with the Permit.

With your permission, I have assumed the authenticity of the
signatures presented on all documents received from the Company in
connection with this matter and that there are no other
understandings, arrangements, or other corporate actions or minutes
which would limit, restrict, revoke, or repeal the proposed
issuances of the Company's Shares hereunder.

My law firm has examined and relied upon, as to matters of law,
such consideration as I, in my judgement, have deemed necessary or
appropriate to render the opinions expressed below.  This opinion
is limited to federal law, the provisions of the Delaware General
Corporation Law and the provisions of the California Corporate
Securities Act of 1968, as amended.  I can assume no responsibility
for the law of any other jurisdiction.

Based upon and subjected to the foregoing, I am of the opinion that
the Company has received full consideration for the issuance of the
Shares, that the Shares will be validly issued and non-assessable,
and that the Shares will be issued inconformity with the
registration requirements of the Act and the conditions and
suitability standards required by the Permit.

This opinion is limited solely to the matter set forth herein and
is delivered to you only with regard to and is intended for use
solely in connection with the Registration Statement.  This Opinion
should not be relied upon for any other purpose.

I hereby consent to the inclusion of this Opinion in the
Registration Statement.

If you have any questions or if we can help you in any way, please
call me.  Thank you for your inquiry.

Sincerely,


William M. Aul
(Signature)