Exhibit 10

                         COMPENSATION/STOCK OPTION AGREEMENT

    This Agreement is entered into and is effective as of February 7, 1994, by
and between EXTEN INDUSTRIES, INC. ("EXTEN") and ROBERT H. GOLDSMITH
("GOLDSMITH").

1.  PURPOSE OF AGREEMENT:  The purpose of this Agreement is to provide
    compensatrion to Goldsmith   in accordance with Goldsmith's employment
    agreement dated February 7, 1994.

2.  TYPE OF COMPENSATION:  The compensation to Goldsmith will be in the form of
    an option to  purchase from Exten a total of 1,000,000 shares of common 
    stock of Exten.

3.  GRANT OF OPTION:  Exten hereby grants Goldsmith an option to purchase a
    total of One Million (1,000,000) shares of common stock of Exten at a 
    price of Eighty-One and One-Quarter XCents ($0.8125) per share exercisable 
    for the period beginning Fewbruary 8, 1994 and ending February 7, 2004, 
    for cash payment or a promissory note payable within ninety (90) days.

4.  S-8 REGISTRATION OF UNDERLYING STOCK:  Exten agrees to register the
    underlying stock via a SEC   Form S-8 Registration Statement.


                                       EXTEN INDUSTRIES, INC.


Dated:  February 7, 1994               By: /s/ MALCOLM D. CAMPBELL
                                           ----------------------------
                                             President

Dated:  February 7, 1994               By: /s/ CARMINE J. BUA
                                           ----------------------------
                                             Assistant Secretary

Dated:  February 7, 1994               By: /s/ ROBERT H. GOLDSMITH
                                           ----------------------------
                                             Robert H. Goldsmith


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