EX-5

EXHIBIT NO. 5 & 23
TAYLOR AND ASSOCIATES, INC.
2681 East Parleys Way, Suite 203
Salt Lake City, Utah 84109

September 14, 2000

Board of Directors
1401 Brook Drive
Downers Grove, Illinois 60515

Re: Lexon Technologies, Inc.
    Registration Statement on Form S-8

Ladies and Gentlemen:

We have been retained by Lexon Technologies, Inc. (the "Company") in
connection with the registration statement (the "Registration Statement") on
Form S-8 to be filed by the Company with the Securities and Exchange
Commission relating to the securities of the Company.  You have requested that
we render our opinion as to whether or not the securities proposed to be
issued on the terms set forth in the Registration Statement will be validly
issued, fully paid, and nonassessable.

In connection with this request, we have examined the following:

  1.  Articles of Incorporation of the Company, and amendments thereto;
  2.  Bylaws of the Company;
  3.  Unanimous Consent resolutions of the Company's Board of Directors;
  4.  The Registration Statement; and
  5.  The Company's 2000 Stock Option Plan, included as an exhibit to the
      Registration Statement.

We have examined such other corporate records and documents and have made such
other examinations as we have deemed relevant.

Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, fully paid, and nonassessable
under the corporate laws of the state of Delaware.

This opinion is limited in scope to the shares to be issued pursuant to the
Registration Statement and does not cover subsequent issuance of shares to be
made in the future.  Such transactions are required to be included in either a
new registration statement or a post-effective amendment to the Registration
Statement, including updated opinions concerning the validity of the issuance
of such shares.

Further, we consent to our name, Taylor and Associates, Inc., being included
in the Registration Statement as having rendered the foregoing opinion and as
having represented the Company in connection with the Registration Statement.

Sincerely,

TAYLOR AND ASSOCIATES, INC.

/S/TAYLOR AND ASSOCIATES, INC.

EX-23

EXHIBIT 23.01

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated December 30, 1997, and our report dated
December 19, 1998, accompanying, respectively, the financial statements of
Lexon Technologies, Inc. (formerly Rexford, Inc.), included in its
registration statement on Form 10-SB, as amended, for the fiscal year ended
September 30, 1997, and the report on Form 10-KSB for the fiscal year ended
September 30, 1998, and hereby consent to the incorporation by reference to
such report in this Registration Statement on Form S-8.

/S/Tanner + Co.
Salt Lake City, Utah

September 14, 2000

EX-23

EXHIBIT 23.02

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated February 18, 1999, except for Note 17 to
the consolidated financial statements as to which the date is March 6, 2000,
accompanying the financial statements of Lexon Technologies, Inc., included in
its report on Form 10-KSB, for the fiscal year ended December 31, 1999, and
hereby consent to the incorporation by reference to such report in this
Registration Statement on Form S-8.

/S/Hutton Nelson & McDonald, LLP
Oakbridge Terrace, Illinois

September 14, 2000

S-8

 1

As filed with the Securities and Exchange Commission on September 14, 2000
SEC File No. ___________


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933

                          LEXON TECHNOLOGIES, INC.
                       -----------------------------
           (Exact name of registrant as specified in its charter)

       DELAWARE                                                87-0502701
- -------------------------------                           --------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)

1401 Brook Drive, Downers Grove, Illinois                      60515
- -----------------------------------------                     ---------
(Address of Principal Executive Offices)                     (Zip Code)

                     2000 Stock Option and Award Plan
                   ------------------------------------
                         (Full title of the plan)


      Kenneth J. Eaken, 1401 Brook Drive, Downers Grove, Illinois 60515
      -----------------------------------------------------------------
           (Name, address, including zip code of agent for service)

 Telephone number, including area code, of agent for service: 630-916-6196



                           CALCULATION OF REGISTRATION FEE

                               Proposed         Proposed
Title of                       Maximum          Maximum
Securities     Amount          Offering         Aggregate        Amount of
to be          to be           Price Per        Offering         Registration
Registered     Registered (2)  Share (1)        Price            Fee
- ----------     ----------       ----------      ----------       ------------
                                                     
Common Stock,
$0.001 par
value           2,500,000        $0.543         $1,357,000         $358.38



(1)  Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee as determined under Regulation C, Rule 457(c)
and/or (g), of the Securities Act of 1933, based on the average of the bid and
ask price of the Registrant's common stock as reported on the NASD's OTC
Bulletin Board for the five (5) trading days prior to filing.


 2

                           LEXON TECHNOLOGIES, INC.
                  Cross Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of part I of form S-8 and the section 10(a)
prospectus which will be delivered to each employee, director or consultant
who participates in the stock option plans.

Registration Statement Item Numbers and Headings       Prospectus Headings
- ------------------------------------------------       -------------------

1)     Plan Information                             Section 10(a) Prospectus

2)     Registration Information and Employee
       Plan Annual Information                      Section 10(a) Prospectus




                                 PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are hereby
incorporated by reference:

     1)     The Company's Registration Statement on Form 10-SB, as amended,
SEC File No. 000-24721.

     2)     All reports filed by the Company with the Commission pursuant to
section 13(a) or 15(d) of the Exchange Act after October 14, 1998.

All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 12, or 15(d) of the Exchange Act prior to the filing of
any post-effective amendment which indicates that all securities covered by
this Prospectus have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES

General
- -------
The Registrant is authorized to issue one hundred million shares of common
stock, par value $0.001 per share (the "Common Stock"). The Registrant has
13,842,561 shares of Common Stock issued and outstanding at June 30, 2000.
Although the Company's Board of Directors has no present intention to do so,
the Board of directors has authority, without action by or vote of the
Company's Shareholders, to issue all or part of the authorized but unissued
shares.  Any issuance of additional shares of Common Stock or Preferred Stock
will dilute the percentage ownership interest of Shareholders and may further
dilute the book value of the Company's shares.


 3

Common Stock
- ------------
The holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders.  Shares of Common Stock do
not carry cumulative voting rights and, therefore, a majority of the shares of
outstanding Common Stock will be able to elect the entire board of directors
and, if they do so, minority shareholders would not be able to elect any
persons to the board of directors.  The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.

Shareholders of the Registrant have no preemptive rights to acquire additional
shares of Common Stock or other securities.  The Common Stock is not subject
to redemption and carries no subscription or conversion rights.  In the event
of liquidation of the Registrant, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.

Holders of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends.  The Registrant seeks growth and expansion of its
business through the reinvestment of profits, if any, and does not anticipate
that it will pay dividends in the foreseeable future.

Dividend Policy
- ---------------
The Registrant has not declared or paid cash dividends or made distributions
in the past, and the Registrant does not anticipate that it will pay cash
dividends or make distributions in the foreseeable future.  The Registrant has
not entered into any credit or other agreements that would restrict its
ability to pay dividends, however, the Registrant currently intends to retain
and reinvest future earnings, if any, to finance its operations.

Transfer Agent
- --------------
The transfer agent for the Registrant's common stock is Fidelity Transfer Co.,
1800 South West Temple, Salt Lake City, Utah 84115. Tel: (801) 484-7222; Fax:
(801) 466-4122.



 4

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel for the Company named in this registration statement as
having prepared or certified any part hereof, or as giving an opinion as to
the validity of the securities being registered was employed on a contingency
basis, or has or is to receive, in connection with the offering, a substantial
interest in the Company or its subsidiaries.  In addition no such expert or
counsel is connected with the Company or its subsidiaries as a promoter,
managing underwriter, voting trustee, director, officer, or employee.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware Corporation Law provides in relevant parts as
follows:

     (1)  A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (2)  A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the feet that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine on application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     (3)  To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any



 5

action, suit, or proceeding referred to in 1) or (2) of this subsection, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.

     (4)  The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.

     The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the above
discussed sections of the Delaware Corporation Law.

     The Registrant's certificate of incorporation and bylaws provide that the
Registrant "may indemnify" to the full extent of its power to do so, all
directors, officers, employees, and/or agents. It is anticipated that the
Registrant will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.

     Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.


                   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

No restricted securities are being reoffered or resold pursuant to this
registration statement.



 6

ITEM 8. EXHIBITS

Exhibits.
- ---------
Copies of the following documents are included as exhibits to this
registration statement pursuant to item 601 of regulation S-K.

             SEC
Exhibit      Reference
No.          No.           Description                           Location
- -------      ---------     -----------                           --------
3.01            3          Articles of Incorporation             Incorporated
                                                                 by Reference*

3.02            3          Bylaws                                Incorporated
                                                                 by Reference*

4.01            4          Specimen certificate
                           for Common Stock                      Incorporated
                                                                 by Reference*

4.02            4          Lexon Technologies, Inc.
                           2000 Stock Option Plan                This Filing

5.01          5 & 23       Letter opinion, including consent
                           of Taylor and Associates, Inc.
                           Attorneys and Counselors at Law,
                           regarding legality of Common Stock
                           to be issued pursuant to options
                           granted under the Plan.               This Filing

23.01           23         Consent of Tanner + Co.,
                           independent certified public
                           accountants                           This Filing

23.01           23         Consent of Hutton Nelson & McDonald,LLP
                           independent certified public
                           accountants                           This Filing

25.01           25         Powers of Attorney                    See Signature
                                                                 Page

*     Incorporated by reference from the Company's registration statement on
Form 10-SB, as amended, filed with the Commission, SEC file No. 000-24721.



 7

                                ITEM 9. UNDERTAKINGS

REGULATION S-K

Post-Effective Amendments-Item 512(a)
- -------------------------------------
The undersigned Registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement, to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

     (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

Filings Incorporating Subsequent Exchange Act Documents by Reference-Item
512(b)
- -------------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended , each
filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(a) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Filing of Registration Statement on Form S-8 - Item 512(h)
- ----------------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that  in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its  counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction, the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.


 8

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Downers Grove, State of Illinois, on
the 14th day of September, 2000.

                                        LEXON TECHNOLOGIES, INC.

                                        By /S/ Kenneth J. Eaken, President



                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kenneth J. Eaken, with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                            Title                Date
- ---------                            -----                ----

/S/Kenneth J. Eaken                  Chairman and C.E.O.  September 14, 2000

/S/Steven J. Peskaitis               Director             September 14, 2000

/S/Paris Karahalios                  Director             September 14, 2000

EX-4

 1
EXHIBIT 4.02
LEXON TECHNOLOGIES, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN

LEXON TECHNOLOGIES, INC., a Delaware corporation (the "Company"), hereby
adopts this 2000 Non-Qualified Stock Option Plan (the "Plan"), this 14th day
of September 2000, under which options to acquire stock of the Company may be
granted from time to time to employees and consultants of the Company or its
subsidiaries.  In addition, at the discretion of the board of directors,
options to acquire stock of the Company may from time to time be granted under
this Plan to other individuals who contribute to the success of the Company or
its subsidiaries and are not employees of the Company, all on the terms and
conditions set forth herein.

 1. Purpose of the Plan.  The Plan is intended to aid the Company in
maintaining and developing a management team, attracting qualified officers
and employees capable of assisting in the future success of the Company, and
rewarding those individuals who have contributed to the success of the
Company.  It is designed to aid the Company in retaining the services of
executives and employees and in attracting new personnel when needed for
future operations and growth and to provide such personnel with an incentive
to remain employees of the Company, to use their best efforts to promote the
success of the Company's business, and to provide them with an opportunity to
obtain or increase a proprietary interest in the Company.  It is also designed
to permit the Company to reward those individuals who are not employees of the
Company but who are perceived by management as having contributed to the
success of the Company or who are important to the continued business and
operations of the Company.  The above aims will be effectuated through the
granting of options ("Options") to purchase shares of common stock of the
Company, par value $0.001 per share (the "Stock"), subject to the terms and
conditions of this Plan.

 2. Effective Date.  The Plan shall become effective immediately on adoption
by the board of directors of the Company (the "Board").

 3. Administration of the Plan.  Administration of the Plan shall be
determined by the Board.  Subject to compliance with applicable provisions of
the governing law, the Board may delegate administration of the Plan or
specific administrative duties with respect to the Plan, on such terms and to
such committees of the Board as it deems proper.  Any Option approved by the
Board shall be approved by a majority vote of those members of the Board in
attendance at a meeting at which a quorum is present.  Any Option approved by
a committee designated by the Board shall be approved as specified by the
Board at the time of delegation.  The interpretation and construction of the
terms of the Plan by the Board or a duly authorized committee shall be final
and binding on all participants in the Plan absent a showing of demonstrable
error.  No member of the Board or duly authorized committee shall be liable
for any action taken or determination made in good faith with respect to the
Plan.

 4. Shares of Stock Subject to the Plan.  A total of two million five hundred
thousand (2,500,000) shares of Stock may be subject to, or issued pursuant to,
Options granted under the terms of this Plan. Any shares subject to an Option
under the Plan, which Option for any reason expires or is forfeited,
terminated, or surrendered unexercised as to such shares, shall be added back
to the total number of shares reserved for issuance under the terms of this
Plan, and if any right to acquire Stock granted under the Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of Stock issued less
the shares of Stock surrendered) shall count against the total number of
shares reserved for issuance under the terms of this Plan.

 2

 5. Reservation of Stock on Granting of Option.  At the time of granting any
Option under the terms of this Plan, there will be reserved for issuance on
the exercise of the Option the number of shares of Stock of the Company
subject to such Option.  The Company may reserve either authorized but
unissued shares or issued shares that have been reacquired by the Company.

 6. Eligibility.  Options under the Plan may be granted to employees,
including officers, and directors of the Company or its subsidiaries, as may
be existing from time to time, and to other individuals who are not employees
of the Company, but performed bona fide services to the Company, as may be
deemed in the best interest of the Company by the Board or a duly authorized
committee.  Such Options shall be in the amounts, and shall have the rights
and be subject to the restrictions, as may be determined by the Board or a
duly authorized committee, all as may be within the general provisions of this
Plan.

 7. Term of Options and Certain Limitations on Right to Exercise.

  (a) Each Option shall have the term established by the Board or duly
authorized committee at the time the Option is granted but in no event may an
Option have a term in excess of five (5) years.

  (b) The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the written provisions of the Option.

  (c) Unless otherwise specifically provided by the written provisions of the
Option, no holder or his or her legal representative, legatee, or distributee
will be, or shall be deemed to be, a holder of any shares subject to an Option
unless and until the holder exercises his or her right to acquire all or a
portion of the Stock subject to the Option and delivers the required
consideration to the Company in accordance with the terms of this Plan and
then only to the extent of the number of shares of Stock acquired.  Except as
specifically provided in this Plan or as otherwise specifically provided by
the written provisions of the Option, no adjustment to the exercise price or
the number of shares of Stock subject to the Option shall be made for
dividends or other rights for which the record date is prior to the date the
Stock subject to the Option is acquired by the holder.

  (d) Options under the Plan shall vest and become exercisable at such time or
times and on such terms as the Board or a duly authorized committee may
determine at the time of the grant of the Option.

  (e) Options granted under the Plan shall contain such other provisions,
including, without limitation, further restrictions on the vesting and
exercise of the Option, as the Board or a duly authorized committee shall deem
advisable.

  (f) In no event may an Option be exercised after the expiration of its term.

 8. Exercise Price.  The exercise price of each Option issued under the Plan
shall be determined by the Board or a duly authorized committee on the date of
grant.

 9. Payment of Exercise Price.  The exercise of any Option shall be contingent
on receipt by the Company of cash, certified bank check to its order, or other
consideration acceptable to the Company; provided, that at the discretion of
the Board or a duly authorized committee, the written provisions of the Option
may provide that payment can be made in whole or in part in shares of Stock of
the Company, which Stock shall be valued at its then fair market value as



 3

determined by the Board or a duly authorized committee, or by the surrender or
cancellation of other rights to Stock of the Company, or by presentation of
invoices for services performed.  Any consideration approved by the Board or a
duly authorized committee, that calls for the payment of the exercise price
over a period of more than one year shall provide for interest, which shall
not be included as part of the exercise price, that is equal to or exceeds the
imputed interest provided for in section 483 of the Code or any amendment or
successor section of like tenor.

 10. Withholding.  If the grant or exercise of an Option pursuant to this Plan
is subject to withholding or other trust fund payment requirements of the Code
or applicable state or local laws, such requirements may, at the discretion of
the Board or a duly authorized committee and to the extent permitted by the
terms of the Option and the then governing provisions of the Code and the
Exchange Act, be met (i) by the holder of the Option either delivering shares
of Stock or canceling Options or other rights to acquire Stock with a fair
market value equal to such requirements; (ii) by the Company withholding
shares of Stock subject to the Option with a fair market value equal to such
requirements; or (iii) by the Company making such withholding or other trust
fund payment and the Option holder reimbursing the Company such amount paid
within 10 days after written demand therefor from the Company.

 11. Dilution or Other Adjustment.  In the event that the number of shares of
Stock of the Company from time to time issued and outstanding is increased
pursuant to a stock split or a stock dividend, the number of shares of Stock
then covered by each outstanding Option granted hereunder shall be increased
proportionately, with no increase in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be increased by the same proportion.  In the event that the number of shares
of Stock of the Company from time to time issued and outstanding is reduced by
a combination or consolidation of shares, the number of shares of Stock then
covered by each outstanding Option granted hereunder shall be reduced
proportionately, with no reduction in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be reduced by the same proportion.  In the event that the Company should
transfer assets to another corporation and distribute the stock of such other
corporation without the surrender of Stock of the Company, and if such
distribution is not taxable as a dividend and no gain or loss is recognized by
reason of section 355 of the Code or any amendment or successor statute of
like tenor, then the total purchase price of the Stock then covered by each
outstanding Option shall be reduced by an amount that bears the same ratio to
the total purchase price then in effect as the market value of the stock
distributed in respect of a share of the Stock of the Company, immediately
following the distribution, bears to the aggregate of the market value at such
time of a share of the Stock of the Company plus the stock distributed in
respect thereof.  In the event that the Company distributes the stock of a
subsidiary to its shareholders, makes a distribution of a major portion of its
assets, or otherwise distributes significant portion of the value of its
issued and outstanding Stock to its shareholders, the number of shares then
subject to each outstanding Option and the Plan, or the exercise price of each
outstanding Option, may be adjusted in the reasonable discretion of the Board
or a duly authorized committee.  All such adjustments shall be made by the
Board or duly authorized committee, whose determination upon the same, absent
demonstrable error, shall be final and binding on all participants under the
Plan.  No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant to this section shall be eliminated
from the respective Option.  No adjustment shall be made for cash dividends,
for the issuance of additional shares of Stock for consideration approved by
the Board, or for the issuance to stockholders of rights to subscribe for
additional Stock or other securities.

 4

 12. Options to Foreign Nationals.  The Board or a duly authorized committee
may, in order to fulfill the purposes of this Plan and without amending the
Plan, grant Options to foreign nationals or individuals residing in foreign
countries that contain provisions, restrictions, and limitations different
from those set forth in this Plan and the Options made to United States
residents in order to recognize differences among the countries in law, tax
policy, and custom.  Such grants shall be made in an attempt to provide such
individuals with essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.

 13. Assignment.  No Option granted under this Plan shall be transferable
other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code.  Except as
permitted by the foregoing, each Option granted under the Plan and the rights
and privileges thereby conferred shall not be transferred, assigned, pledged,
or hypothecated in any way (whether by operation of law or otherwise), and
shall not be subject to execution, attachment, or similar process.  On any
attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the
Option, or of any right or privilege conferred thereby, contrary to the
provisions thereof, or on the levy of any attachment or similar process on
such rights and privileges, the Option and such rights and privileges shall
immediately become null and void.

 14. Effect of Termination of Employment.  In the event that any holder is
terminated or resigns from his or her position with the Company or a
subsidiary within six months of the grant of an award, any unexercised portion
of such Option shall immediately become null and void and such holder shall
have no further rights thereunder.  In the event that any officer or employee
of the Company or a subsidiary is terminated at any time for, in the
determination of the Board or a duly authorized committee, gross negligence in
the performance of his or her duties, substantial failure to meet written
standards established by the Company and agreed to by the officer or employee
for the performance of his or her duties, criminal misconduct, or willful or
gross misconduct in the performance of his or her duties, the Board or a duly
authorized committee may cancel any and all rights such individual may have in
the unexercised portion of any Option held at the time of termination.  In the
event that any individual contracted to perform services for the Company in
exchange for the grant of an Option hereunder fails to provide such services
and such contract is terminated, any unvested portion of such Option shall
immediately become null and void and such holder shall have no further rights
thereunder. The Board or a duly authorized committee may, at the time of the
grant of the Option, establish any other restrictions on the exercise of such
Option subsequent to the termination or resignation of any individual that it
deems appropriate.  The foregoing paragraph shall not apply to consultants who
are issued options.

 15. Listing and Registration of Shares.  Each Option shall be subject to the
requirement that if at any time the Board shall determine, in its sole
discretion, that it is necessary or desirable to list, register, or qualify
the shares covered thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not
be exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Board.


 5

 16. Expiration and Termination of the Plan.  The Plan may be abandoned or
terminated at any time by the Board or a duly authorized committee except with
respect to any Options then outstanding under the Plan.  The Plan shall
otherwise terminate on the earlier of the date that is:  (i) ten years after
the date the Plan is adopted by the Board; or (ii) ten years after the date
the Plan is approved by the shareholders of the Company.

 17. Form of Options.  Options granted under the Plan shall be represented by
a written agreement which shall be executed by the Company and the holder and
which shall contain such terms and conditions as may be determined by the
Board or a duly authorized committee and permitted under the terms of this
Plan.

 18. No Right of Employment.  Nothing contained in this Plan or any Option
awarded pursuant to this Plan shall be construed as conferring on a director,
officer, or employee any right to continue or remain as a director, officer,
or employee of the Company or its subsidiaries.

 19. Amendment of the Plan.  This Plan may not be amended more than once
during any six month period, other than to comport with changes in the Code or
the Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder.  Subject to the foregoing and the limitations, the
Board or a duly authorized committee may modify and amend the Plan in any
respect.

        LEXON TECHNOLOGIES, INC.


        By:____________________________
              Kenneth J. Eaken, President