Exhibit 24.2   Consent and Opinion of William Aul, Esquire  re:  Legality


November 4, 1996


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 1,893,940 shares
of the Common Stock (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 or 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.

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     In connection with the opinion expressed below, I have examined and relied
upon, as to factual matters, a 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 not 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
considerations 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 subject 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 in conformity with the registration requirements of the Act and the
conditions and suitability standards required by the Permit.

     This opinion is limited solely to the matters 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,


                                        /s/ William M. Aul
                                        --------------------------
                                        William M. Aul

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