-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A12X6ROtwnlkNVuA8+DIpQ1Z/+TEj3yLibCoug/AQQOJuDxEKZ9Cvn/YmYy+KQRr WJ8zpouZjtLwvTtvib0MGA== 0000892569-96-002057.txt : 19961017 0000892569-96-002057.hdr.sgml : 19961017 ACCESSION NUMBER: 0000892569-96-002057 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 50 FILED AS OF DATE: 19961016 EFFECTIVENESS DATE: 19961016 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELIONETICS INC CENTRAL INDEX KEY: 0000319648 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 952629097 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14193 FILM NUMBER: 96643894 BUSINESS ADDRESS: STREET 1: 6849 HAYVENHURST AVE CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 7142618313 MAIL ADDRESS: STREET 1: 6849 HAYVENHURST AVE CITY: VAN NUYS STATE: CA ZIP: 91406 S-8 1 FORM S-8 AS FILED ON OCTOBER 16, 1996 1 As Filed with the Securities and Exchange Commission on October 16, 1996 No. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HELIONETICS, INC. (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 95-2629097 (State of Incorporation) (I.R.S. Employer Identification No.) 6849 Hayvenhurst Avenue Van Nuys, California 91406 (Address of Principal Executive Offices) Forty-six (46) Professional Services Agreements for services provided during 1994, 1995 and 1996. (Full Title of the Plans) Copy to: E. Maxwell Malone Gary L. Blum, Esq. 6849 Hayvenhurst Avenue 3278 Wilshire Blvd., Suite 603 Van Nuys, California 91406 Los Angeles, CA 90010 Telephone (818) 778-0000 Telephone (213) 381-7450 Facsimile (818) 778-1111 Facsimile (213) 384-1035 (Name, Address and Telephone Number of Agent for Service) 1 2 CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Maximum Amount of Securities to Registered Maximum Aggregate Registration be Registered Offering Offering Fee Price Per Share - -------------- ------------- ----------- ------------- ------------ Common shares (1) 2,122,394 (2) $2.375 $5,040,685.70 (3)$1,738.17 (no par value)
This Registration Statement, including exhibits, consists of ___ sequentially numbered pages. The Index to Exhibits appears on sequentially numbered page 7. (Footnotes) (1) Shares registered pursuant to this Registration Statement available for issuance pursuant to those forty-six (46) Professional Services Agreements for services provided in 1994, 1995 and 1996. (2) Estimated as of September 27, 1996 pursuant to Rule 457(h) solely for the purpose of calculating the amount of the registration fee. (3) Pursuant to General Instruction E, the registration fee paid in connection herewith is based on the maximum aggregate price at which securities covered by this Registration Statement are proposed to be offered. 2 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION ITEM 2. REGISTRANT INFORMATION The information required by Items 1 and 2 of Part I is included in documents sent or given to the participants. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of Helionetics, Inc. (the "Company"), previously filed with the Securities and Exchange Commission, are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Company's Registration Statement on Form 8-A. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES NOT APPLICABLE. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL NOT APPLICABLE. 3 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Bylaws give the Company the power, to the maximum extent permitted by the Corporations Code of California, to indemnify each of its officers, directors, employees and agents, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. Such indemnity extends to any person who is or was a director, officer, employee, or other agent of the corporation; who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation that was a predecessor or other enterprise; or who was a director, officer, employee, or agent of a corporation that was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ITEM 8. EXHIBITS See the Index to Exhibits at Page 7 of this Registration Statement. ITEM 9. UNDERTAKINGS 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: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of this Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. 4 5 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities at the 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. B. The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions described under Item 6 above, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against the Company by such director, officer or controlling person in connection with the securities being registered, the Company 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Van Nuys, State of California on the 10th day of October, 1996 HELIONETICS, INC. BY: /s/ E. MAXWELL MALONE ------------------------------ E. MAXWELL MALONE CHIEF EXECUTIVE OFFICER 5 6 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 10th day of October, 1996. SIGNATURE TITLE --------- ----- /S/ BERNARD B. KATZ CHAIRMAN OF THE BOARD AND DIRECTOR ---------------------------- BERNARD B. KATZ /S/ E. MAXWELL MALONE CHIEF EXECUTIVE OFFICER, PRESIDENT ---------------------------- AND DIRECTOR E. MAXWELL MALONE /S/ CHAIM MARKHEIM VICE PRESIDENT, CHIEF OPERATING ---------------------------- OFFICER AND DIRECTOR CHAIM MARKHEIM /S/ RICHARD A. SERGO DIRECTOR ---------------------------- RICHARD A. SERGO 6 7 INDEX TO EXHIBITS EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE - ------- ----------- ------------- 4.1 Professional Services Agreement between Registrant and Eric Barnes 4.2 Professional Services Agreement between Registrant and David Hawley 4.3 Professional Services Agreement between Registrant and Larry Suelzle 4.4 Professional Services Agreement between Registrant and E. Maxwell Malone 4.5 Professional Services Agreement between Registrant and David Mathisen 4.6 Professional Services Agreement between Registrant and Adriano Cayetano 4.7 Professional Services Agreement between Registrant and Daryoosh Kaveh 4.8 Professional Services Agreement between Registrant and Richard Sergo 4.9 Professional Services Agreement between Registrant and Jerome Dahme 4.10 Professional Services Agreement between Registrant and Edsel Crenshaw 4.11 Professional Services Agreement between Registrant and John Smith 4.12 Professional Services Agreement between Registrant and Chaim Markheim 4.13 Professional Services Agreement between Registrant and K.B. Equities, Inc. 4.14 Professional Services Agreement between Registrant and Gary Blum, Esq. 4.15 Professional Services Agreement between Registrant and Global Financial Press 7 8 4.16 Professional Services Agreement between Registrant and Guttman & Associates 4.17 Professional Services Agreement between Registrant and Judy Suelzle 4.18 Professional Services Agreement between Registrant and Judy Stackel 4.19 Professional Services Agreement between Registrant and Cacace, Tusch, Santagata 4.20 Professional Services Agreement between Registrant and Hart & Watters 4.21 Professional Services Agreement between Registrant and Dr. Henry Solomon 4.22 Professional Services Agreement between Registrant and Danning, Gill, Diamond and Kollitz 4.23 Professional Services Agreement between Registrant and Payne & Fears 4.24 Professional Services Agreement between Registrant and Charles McIntosh 4.25 Professional Services Agreement between Registrant and Davis & Associates 4.26 Professional Services Agreement between Registrant and Peter Whitaker 4.27 Professional Services Agreement between Registrant and E. Maxwell Malone(1) 4.28 Professional Services Agreement between Registrant and Joe Malinowski 4.29 Professional Services Agreement between Registrant and Steven Qualls 4.30 Professional Services Agreement between Registrant and Alvin Katz 8 9 4.31 Professional Services Agreement between Registrant and Jack Katz 4.32 Professional Services Agreement between Registrant and Corbin & Wertz 4.33 Professional Services Agreement between Registrant and Ernest Dageford 4.34 Professional Services Agreement between Registrant and Raymond Hartman 4.35 Professional Services Agreement between Registrant and Kevin Daly 4.36 Professional Services Agreement between Registrant and Arvel Bowyer 4.37 Professional Services Agreement between Registrant and Callahan, Blaine & Williams 4.38 Professional Services Agreement between Registrant and Paul Keil 4.39 Professional Services Agreement between Registrant and James Bischof 4.40 Professional Services Agreement between Registrant and Peter Aiello 4.41 Professional Services Agreement between Registrant and Gruntal & Co., Inc. 4.42 Professional Services Agreement between Registrant and Daniel J. Coplan 4.43 Professional Services Agreement between Registrant and Swidler & Berlin 4.44 Professional Services Agreement between Registrant and Maureen Rhodes 4.45 Professional Services Agreement between Registrant and Lee Stucker 4.46 Professional Services Agreement between Registrant and Broker S. O'Keefe 5.1 Opinion of Law Offices of Gary L. Blum 9 10 23.1 Consent of Law Offices of Gary L. Blum (Included in Exhibit 5.1) 23.2 Consent of Corbin & Wertz 23.3 Consent of Hein + Associates 10 EX-4.1 2 AGREEMENT BETWEEN REGISTRANT & ERIC BARNES 1 EXHIBIT 4.1 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Eric Barnes 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Eric Barnes with his\their place of business at 221 S. Oakknoll Ave #109 Pasadena,CA. 91101 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31, 1996. III. COMPENSATION: The Client issued to Employee an amount of 31,176 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ ERIC BARNES ----------------------- ---------------------------- E. Maxwell Malone Eric Barnes Chief Executive Officer EX-4.2 3 AGREEMENT BETWEEN REGISTRANT & DAVID HAWLEY 1 EXHIBIT 4.2 PROFESSIONAL SERVICES AGREEMENT Between Registrant and David Hawley 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and David Hawley with his\their place of business at 2775 Mesa Verde E. #Q-203 Costa Mesa, CA 92626 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31, 1996. III. COMPENSATION: The Client issued to Employee an amount of 15,883 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DAVID HAWLEY ----------------------- ----------------------------- E. Maxwell Malone David Hawley Chief Executive Officer EX-4.3 4 AGREEMENT BETWEEN REGISTRANT & LARRY SUELZLE 1 EXHIBIT 4.3 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Larry Suelzle 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Larry R. Suelzle with his\their place of business at 347 Costello Court, Los Altos, CA 94024 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31, 1996. III. COMPENSATION: The Client issued to Employee an amount of 46,133 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ LARRY R. SUELZLE ----------------------- --------------------------------- E. Maxwell Malone Larry R. Suelzle Chief Executive Officer EX-4.4 5 AGREEMENT BETWEEN REGISTRANT & E. MAXWELL MALONE 1 EXHIBIT 4.4 PROFESSIONAL SERVICES AGREEMENT Between Registrant and E. Maxwell Malone 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and E. Maxwell Malone with his\their place of business at 7 Dartmouth Irvine, CA 92715 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 13,500 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By: /s/ E. MAXWELL MALONE /s/ E. MAXWELL MALONE ------------------------ --------------------------------- E. Maxwell Malone E. Maxwell Malone Chief Executive Officer EX-4.5 6 AGREEMENT BETWEEN REGISTRANT & DAVID MATHISEN 1 EXHIBIT 4.5 PROFESSIONAL SERVICES AGREEMENT Between Registrant and David Mathisen 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and David Mathisen with his\their place of business at 2350 Harbor Blvd #204 Costa Mesa, CA 92626 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 33,246 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DAVID MATHISEN ------------------------- -------------------------------- E. Maxwell Malone David Mathisen Chief Executive Officer EX-4.6 7 AGREEMENT BETWEEN REGISTRANT & ADRIANO CAYETANO 1 EXHIBIT 4.6 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Adriano Cayetano 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Adriano Cayetano with his\their place of business at 11 St. Kitts Dana Point, CA 92629 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 50,231 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ ADRIANO CAYETANO ------------------------ -------------------------------- E. Maxwell Malone Adriano Cayetano Chief Executive Officer EX-4.7 8 AGREEMENT BETWEEN REGISTRANT & DARYOOSH KAVEH 1 EXHIBIT 4.7 PROFESSIONAL SERVICES AGREEMENT Between Registrant Daryoosh Kaveh 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Daryoosh Kaveh with his\their place of business at 26292 Papagayu Drive Mission Viejo, CA 92691 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 12,166 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DARYOOSH KAVEH ------------------------- -------------------------------- E. Maxwell Malone Daryoosh Kaveh Chief Executive Officer EX-4.8 9 AGREEMENT BETWEEN REGISTRANT & RICHARD SERGO 1 EXHIBIT 4.8 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Richard Sergo 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Richard Sergo with his\their place of business at 245 Mallard Drive East North Whales, PA 19454 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 51,424 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ RICHARD SERGO ------------------------- ----------------------------- E. Maxwell Malone Richard Sergo Chief Executive Officer EX-4.9 10 AGREEMENT BETWEEN REGISTRANT & JEROME DAHME 1 EXHIBIT 4.9 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Jerome Dahme 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Jerome Dahme with his\their place of business at 4003 Birdie Lane, Doylestown, PA 18901 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 21,073 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JEROME DAHME ------------------------ ----------------------------- E. Maxwell Malone Jerome Dahme Chief Executive Officer EX-4.10 11 AGREEMENT BETWEEN REGISTRANT & EDSEL CRENSHAW 1 EXHIBIT 4.10 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Edsel Crenshaw 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Edsel Crenshaw with his\their place of business at 412 Sill Avenue. Horsham, PA 19044 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 22,046 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ EDSEL CRENSHAW -------------------------- ----------------------------- E. Maxwell Malone Edsel Crenshaw Chief Executive Officer EX-4.11 12 AGREEMENT BETWEEN REGISTRANT & JOHN SMITH 1 EXHIBIT 4.11 PROFESSIONAL SERVICES AGREEMENT Between Registrant and John Smith 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and John Smith with his\their place of business at 416 Saw Mill Lane Horsham, PA 19044 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 21,073 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JOHN SMITH -------------------------- ---------------------------- E. Maxwell Malone John Smith Chief Executive Officer EX-4.12 13 AGREEMENT BETWEEN REGISTRANT & CHAIM MARKHEIM 1 EXHIBIT 4.12 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Chaim Markheim 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Chaim Markheim with his\their place of business at 3126 Calle Grande Vista San Clemente,CA 92672 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 97,763 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ CHAIM MARKHEIM -------------------------- ------------------------------- E. Maxwell Malone Chaim Markheim Chief Executive Officer EX-4.13 14 AGREEMENT BETWEEN REGISTRANT & K.B.EQUITIES, INC. 1 EXHIBIT 4.13 PROFESSIONAL SERVICES AGREEMENT Between Registrant and K.B.Equities, Inc. 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and KB Equities, Inc. with his\their place of business at 541 Loring Ave Los Angeles, CA 90024 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 529,523 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. Per Attached Exhibit IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ BERNARD B. KATZ ------------------------- -------------------------------- E. Maxwell Malone KB Equities Chief Executive Officer EX-4.14 15 AGREEMENT BETWEEN REGISTRANT & GARY BLUM, ESQ. 1 EXHIBIT 4.14 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Gary Blum, Esq. 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Gary Blum with his\their place of business at 3278 Wilshire Ave. Suite 603 LA,CA 90010 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period As Agreed Upon. III. COMPENSATION: The Client issued to Employee an amount of 25,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ GARY BLUM --------------------------- --------------------------- E. Maxwell Malone Gary Blum Chief Executive Officer EX-4.15 16 AGREEMENT BETWEEN REGISTRANT & GLOBAL FIN. PRESS 1 EXHIBIT 4.15 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Global Financial Press 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Global Financial Press with his\their place of business at 250 Park Ave South NY,NY 10003 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period As Agreed Upon. III. COMPENSATION: The Client issued to Employee an amount of 6,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ GLOBAL FINANCIAL PRESS --------------------------- ------------------------------------- E. Maxwell Malone Global Financial Press Chief Executive Officer EX-4.16 17 AGREEMENT BETWEEN REGISTRANT & GUTTMAN & ASSOC. 1 EXHIBIT 4.16 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Guttman & Associates 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Guttman & Associates with his\their place of business at (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period As Agreed Upon. III. COMPENSATION: The Client issued to Employee an amount of 5,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through The Period Agreed Upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ GUTTMAN & ASSOCIATES ----------------------------- ------------------------------------ E. Maxwell Malone Guttman & Associates. Chief Executive Officer EX-4.17 18 AGREEMENT BETWEEN REGISTRANT & JUDY SUELZLE 1 EXHIBIT 4.17 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Judy Suelzle 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Judith S. Suelzle with his\their place of business at 347 Costello Court Los Altos, CA 94024 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period Ended August 31, 1996. III. COMPENSATION: The Client issued to Employee an amount of 1,213 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JUDITH S. SUELZLE --------------------------- ---------------------------------- E. Maxwell Malone Judith S. Suelzle Chief Executive Officer EX-4.18 19 AGREEMENT BETWEEN REGISTRANT & JUDY STACKEL 1 EXHIBIT 4.18 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Judy Stackel 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Judy Stackel with his\their place of business at 911 9TH ST. #208 Santa Monica,CA 90403 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period Ended August 31, 1996. III. COMPENSATION: The Client issued to Employee an amount of 11,493 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JUDY STACKEL -------------------------- ------------------------------ E. Maxwell Malone Judy Stackel Chief Executive Officer EX-4.19 20 AGREEMENT BETWEEN REGISTRANT & CACACE, TUSCH ETAL 1 EXHIBIT 4.19 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Cacace, Tusch, Santagata 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Cacace, Tusch, Santagata with his\their place of business at 777 Summer St. P.O. Box 15859 Stamford, Connecticut 06901 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 25,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ CACACE, TUSCH, SANTAGATA --------------------------- --------------------------------------- E. Maxwell Malone Cacace,Tusch,Santagata Chief Executive Officer EX-4.20 21 AGREEMENT BETWEEN REGISTRANT & HART & WATTERS 1 EXHIBIT 4.20 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Hart & Watters 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Hart & Watters, Aplc with his\their place of business at 12400 Wilshire Blvd., Suite 450, Los Angeles,Ca 90025 (herein referred to as "Employee\Consultant") as through September 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period AS Agreed Upon. III. COMPENSATION: The Client issued to Employee an amount of 75,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through The Period Agreed Upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ THOMAS WATTERS -------------------------- -------------------------------- E. Maxwell Malone Thomas Watters, Pres. Chief Executive Officer Hart & Watters,Aplc EX-4.21 22 AGREEMENT BETWEEN REGISTRANT & DR. HENRY SOLOMON 1 EXHIBIT 4.21 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Dr. Henry Solomon 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Dr. Henry Solomon with his\their place of business at Roche Laboratories 340 Kingland Nutley, NJ (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period As Agreed Upon. III. COMPENSATION: The Client issued to Employee an amount of 10,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through The Period Agreed Upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DR. HENRY SOLOMON --------------------------- ----------------------------------- E. Maxwell Malone Dr. Henry Solomon. Chief Executive Officer EX-4.22 23 AGREEMENT BETWEEN REGISTRANT & DANNING, GILL ETAL 1 EXHIBIT 4.22 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Danning, Gill, Diamond & Kollitz 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Danning, Gill, Diamond & Kollitz with his\their place of business at Century City La (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period As Agreed Upon. III. COMPENSATION: The Client issued to Employee an amount of 2,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through The Period Agreed Upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DANING, GILL, DIAMOND & KOLLITZ ------------------------- --------------------------------------- E. Maxwell Malone Danning, Gill, Diamond & Kollitz. Chief Executive Officer EX-4.23 24 AGREEMENT BETWEEN REGISTRANT & PAYNE & FEARS 1 EXHIBIT 4.23 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Payne & Fears 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC., WITH ITS PLACE OF BUSINESS AT 6849 HAYVENHURST AVENUE, VAN NUYS, CALIFORNIA 91406 (HEREIN REFERRED TO AS "CLIENT") AND PAYNE & FEARS WITH HIS\THEIR PLACE OF BUSINESS AT JAMBOREE IRVINE CA (HEREIN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS THROUGH THE SERVICES PERFORMED FOR THE SUIT KNOWN AS GORDIN, ET.AL. V. KATZ,ET.AL,USDC CASE NO. SA 94-1069 LHM (EEX). IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: I. QUALIFICATION: THE EMPLOYEE HAS SPECIAL SKILL AND AND EXPERIENCE IN CERTAIN FIELDS OF ACTIVITY IN WHICH THE CLIENT IS INTERESTED. II. SERVICES RENDERED: CLIENT ENGAGED THE NONEXCLUSIVE SERVICES OF EMPLOYEE IN 1995\1996 AND EMPLOYEE RENDERED SUBSTANTIAL SERVICES TO CLIENT OVER THE SUIT MENTIONED ABOVE. III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 50,000 RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PARTIAL PAYMENT FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD MENTIONED ABOVE. IV. ENTIRE AGREEMENT: THIS DOCUMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY BE MODIFIED OR AMENDED ONLY BY EXECUTED WRITTEN AGREEMENTS. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF: THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR NOTED ABOVE. "CLIENT" "CONSULTANT" HELIONETICS, INC. BY:/s/ E. MAXWELL MALONE /s/ DANIEL L. RASMUSSEN ---------------------------- ---------------------------------- E. MAXWELL MALONE DANIEL L. RASMUSSEN PARTNER. Chief Executive Officer EX-4.24 25 PROFESSIONAL SERVICES AGREEMENT CHARLES MCINTOSH 1 EXHIBIT 4.24 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Charles McIntosh 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC., WITH ITS PLACE OF BUSINESS AT 6849 HAYVENHURST AVENUE, VAN NUYS, CALIFORNIA 91406 (HEREIN REFERRED TO AS "CLIENT") AND CHARLES MCINTOSH WITH HIS\THEIR PLACE OF BUSINESS AT IN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS THROUGH AUGUST 1996. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: I. QUALIFICATION: THE EMPLOYEE HAS SPECIAL SKILL AND AND EXPERIENCE IN CERTAIN FIELDS OF ACTIVITY IN WHICH THE CLIENT IS INTERESTED. II. SERVICES RENDERED: CLIENT ENGAGED THE NONEXCLUSIVE SERVICES OF EMPLOYEE IN 1995\1996 AND EMPLOYEE RENDERED SUBSTANTIAL SERVICES TO CLIENT OVER THE PERIOD AS AGREED UPON. III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 50,000 RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PAYMENT IN FULL FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD AGREED UPON. IV. ENTIRE AGREEMENT: THIS DOCUMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY BE MODIFIED OR AMENDED ONLY BY EXECUTED WRITTEN AGREEMENTS. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF: THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR NOTED ABOVE. "CLIENT" "CONSULTANT" HELIONETICS, INC. BY:/s/ E. MAXWELL MALONE /s/ CHARLES MCINTOSH -------------------------- ----------------------------------- E. MAXWELL MALONE CHARLES MCINTOSH Chief Executive Officer EX-4.25 26 PROFESSIONAL SERVICES AGREEMENT DAVIS & ASSOCIATES 1 EXHIBIT 4.25 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Davis & Associates 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Davis & Associates with his\their place of business at 300 S. Grand Ave. 14 Fl La,Ca 90071 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period As Agreed Upon on a project by project basis. III. COMPENSATION: The Client issued to Employee an amount of 77,500 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DAVIS & ASSOCIATES ------------------------- ---------------------------------- E. Maxwell Malone Davis & Associates Chief Executive Officer EX-4.26 27 PROFESSIONAL SERVICES AGREEMENT PETER WHITAKER 1 EXHIBIT 4.26 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Peter Whitaker 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Peter Whitaker with his\their place of business at (herein referred to as "Employee\Consultant") as through AUGUST 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 15,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ PETER WHITAKER --------------------- ------------------ E. Maxwell Malone Peter Whitaker Chief Executive Officer EX-4.27 28 PROFESSIONAL SERVICES AGEEMENT E. MAXWELL MALONE 1 EXHIBIT 4.27 PROFESSIONAL SERVICES AGREEMENT Between Registrant and E. Maxwell Malone(1) 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and E. Maxwell Malone with his\their place of business at 7 Dartmouth Irvine, CA 92715 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I.QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31,1996. III. COMPENSATION: The Client issued to Employee an amount of 98,380 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ E. MAXWELL MALONE --------------------- --------------------- E. Maxwell Malone E. Maxwell Malone Chief Executive Officer EX-4.28 29 PROFESSIONAL SERVICES AGREEMENT JOE MALINOWKSI 1 EXHIBIT 4.28 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Joe Malinowski 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Joe Mainowski with his\their place of business at (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I.QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period ended August 31, 1996. III. COMPENSATION: The Client issued to Employee an amount of 5,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through August 31, 1996. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JOE MALINOWSKI --------------------------- ---------------------- E. Maxwell Malone Joe Malinowski Chief Executive Officer EX-4.29 30 PROFESSIONAL SERVICES AGREEMENT STEVEN QUALLS 1 EXHIBIT 4.29 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Steven Qualls 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Steven Qualls with his\their place of business at 3144 Scrub Oak Trail Oviedo, FL 32765 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 8,541 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ STEVEN QUALLS --------------------------- ------------------ E. Maxwell Malone Steven Qualls Chief Executive Officer EX-4.30 31 PROFESSIONAL SERVICES AGREEMENT ALVIN KATZ 1 EXHIBIT 4.30 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Alvin Katz 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Alvin Katz with his\their place of business at (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 50,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ ALVIN KATZ --------------------------- ------------------ E. Maxwell Malone Alvin Katz Chief Executive Officer EX-4.31 32 PROFESSIONAL SERVICES AGREEMENT JACK KATZ 1 EXHIBIT 4.31 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Jack Katz 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Jack Katz with his\their place of business at 24236 Via Aquora Laguna Niguel, CA 92677 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 25,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JACK KATZ ---------------------------- ---------------------- E. Maxwell Malone Jack Katz Chief Executive Officer EX-4.32 33 PROFESSIONAL SERVICES AGREEMENT CORBIN & WERTZ 1 EXHIBIT 4.32 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Corbin & Wertz 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Corbin & Wertz with his\their place of business at 2603 Main Street Suite 600 Irvine, CA 92614 (herein referred to as "Employee\Consultant") as through February 16, 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: The Client engaged the Consultant to provide audit services with respect to its 1994 consolidated financial statements and tax return preparation services with respect to its 1994 Federal and State Tax returns. The Consultant has satisfactorily rendered such services to Client over the period as agreed upon. III. COMPENSATION: The Client and Consultant have agreed to compensation pursuant to the Settlement Agreement dated August 28, 1996 IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ CORBIN & WERTZ --------------------------- ------------------ E. Maxwell Malone Corbin & Wertz Chief Executive Officer EX-4.33 34 PROFESSIONAL SERVICES AGREEMENT ERNEST DAGEFORD 1 EXHIBIT 4.33 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Ernest Dageford 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Ernest Dageford with his\their place of business at 718 Manhattan Beach Blvd. Manhattan Beach, CA 90266 (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 20,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ ERNEST DAGEFORD --------------------------- -------------------- E. Maxwell Malone Ernest Dageford Chief Executive Officer EX-4.34 35 PROFESSIONAL SERVICES AGREEMENT RAYMOND HARTMAN 1 EXHIBIT 4.34 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Raymond Hartman 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Raymond Hartman with his\their place of business at (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 40,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ RAYMOND HARTMAN --------------------------- ---------------------- E. Maxwell Malone Raymond Hartman Chief Executive Officer . EX-4.35 36 PROFESSIONAL SERVICES AGREEMENT KEVIN DALY 1 EXHIBIT 4.35 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Kevin Daly 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Kevin Daly with his\their place of business at (herein referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 20,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ KEVIN DALY --------------------------- ------------------- E. Maxwell Malone Kevin Daly Chief Executive Officer EX-4.36 37 PROFESSIONAL SERVICES AGREEMENT ARVEL BOWYER 1 EXHIBIT 4.36 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Arvel Bowyer 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Arvel Bowyer with his\their place of business at in referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 50,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ ARVEL BOWYER --------------------------- ------------------- E. Maxwell Malone Arvel Bowyer Chief Executive Officer EX-4.37 38 PROFESSIONAL SERVICES AGREEMENT CALLAHAN,BLAINE 1 EXHIBIT 4.37 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Callahan, Blaine & Williams 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC., WITH ITS PLACE OF BUSINESS AT 6849 HAYVENHURST AVENUE, VAN NUYS, CALIFORNIA 91406 (HEREIN REFERRED TO AS "CLIENT") AND CALLAHAN, BLAINE, & WILLIAMS WITH HIS\THEIR PLACE OF BUSINESS AT IN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS THROUGH AUGUST 1996. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: I. QUALIFICATION: THE EMPLOYEE HAS SPECIAL SKILL AND AND EXPERIENCE IN CERTAIN FIELDS OF ACTIVITY IN WHICH THE CLIENT IS INTERESTED. II. SERVICES RENDERED: CLIENT ENGAGED THE NONEXCLUSIVE SERVICES OF EMPLOYEE IN 1995\1996 AND EMPLOYEE RENDERED SUBSTANTIAL SERVICES TO CLIENT OVER THE PERIOD AS AGREED UPON. III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 100,000 RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PAYMENT IN FULL FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD AGREED UPON. IV. ENTIRE AGREEMENT: THIS DOCUMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY BE MODIFIED OR AMENDED ONLY BY EXECUTED WRITTEN AGREEMENTS. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF: THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR NOTED ABOVE. "CLIENT" "CONSULTANT" HELIONETICS, INC. BY:/S/ E. MAXWELL MALONE /S/ CALLAHAN, BLAINE & WILLIAMS --------------------------- --------------------------------- E. MAXWELL MALONE CALLAHAN, BLAINE & WILLIAMS Chief Executive Officer EX-4.38 39 PROFESSIONAL SERVICES AGREEMENT PAUL KEIL 1 EXHIBIT 4.38 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Paul Keil 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Paul Keil with his\their place of business at 416 N. Avenida Dela Earella San Clemente, CA 92672 in referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 20,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ PAUL KEIL --------------------------- ------------------- E. Maxwell Malone Paul Keil Chief Executive Officer EX-4.39 40 PROFESSIONAL SERVICES AGREEMENT JAMES BISCHOF 1 EXHIBIT 4.39 PROFESSIONAL SERVICES AGREEMENT Between Registrant and James Bischof 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and James Bischof with his\their place of business at 2604 Willow Lane Unit C Costa Mesa, CA 92627 in referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 7,500 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ JAMES BISCHOF ---------------------------- ------------------- E. Maxwell Malone James Bischof Chief Executive Officer EX-4.40 41 PROFESSIONAL SERVICES AGREEMENT PETER AIELLO 1 EXHIBIT 4.40 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Peter Aiello, Dated ___________ 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between HELIONETICS, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Peter Aiello with his\their place of business at 15 Terraza Del Mar Dana Point, CA 92629 in referred to as "Employee\Consultant") as through as agreed upon. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 30,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ PETER AIELLO --------------------------- ------------------ E. Maxwell Malone Peter Aiello Chief Executive Officer EX-4.41 42 PROFESSIONAL SERVICES AGREEMENT GRUNTAL & CO., INC 1 EXHIBIT 4.41 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Gruntal & Co., Inc. 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Gruntal & Co., Inc., with his\their place of business at 717 5th Ave. NY, NY 10022 in referred to as "Employee\Consultant") as through August 1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 8,530 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/GRUNTAL & CO. ----------------------------- ------------------------- E. Maxwell Malone Gruntal & Co., Inc. Chief Executive Officer EX-4.42 43 PROFESSIONAL SERVICES AGREEMENT DANIEL J. COPLAN 1 EXHIBIT 4.42 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Daniel J. Coplan 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between Helionetics, Inc., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Dan Coplan with his\their place of business at 330 Washington ST., Suite 400 Marina Del Rey, CA 90292 in referred to as "Employee\Consultant") as through 4/30/1996. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 50,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E. MAXWELL MALONE /s/ DAN COPLAN ---------------------------- -------------------- E. Maxwell Malone Dan Coplan Chief Executive Officer EX-4.43 44 PROFESSIONAL SERVICES AGREEMENT SWIDLER & BERLIN 1 EXHIBIT 4.43 PROFESSIONAL SERVICES AGREEMENT Between registrant and Swidler & Berlin 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC., WITH ITS PLACE OF BUSINESS AT 6849 HAYVENHURST AVENUE, VAN NUYS, CALIFORNIA 91406 (HEREIN REFERRED TO AS "CLIENT") AND SWIDLER & BERLIN WITH HIS\THEIR PLACE OF BUSINESS AT 3000 K STREET, N.W. WASHINGTON, D.C. 20007 IN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS THROUGH AUGUST 1996. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: I. QUALIFICATION: THE EMPLOYEE HAS SPECIAL SKILL AND AND EXPERIENCE IN CERTAIN FIELDS OF ACTIVITY IN WHICH THE CLIENT IS INTERESTED. II. SERVICES RENDERED: CLIENT ENGAGED THE NONEXCLUSIVE SERVICES OF EMPLOYEE IN 1995\1996 AND EMPLOYEE RENDERED SUBSTANTIAL SERVICES TO CLIENT OVER THE PERIOD AS AGREED UPON. III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 100,000 RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PAYMENT IN FULL FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD AGREED UPON. IV. ENTIRE AGREEMENT: THIS DOCUMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY BE MODIFIED OR AMENDED ONLY BY EXECUTED WRITTEN AGREEMENTS. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF: THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR NOTED ABOVE. "CLIENT" "CONSULTANT" HELIONETICS, INC. BY:/S/ E. MAXWELL MALONE /S/ SWIDLER & BERLIN --------------------------- ---------------------- E. MAXWELL MALONE SWIDLER & BERLIN Chief Executive Officer EX-4.44 45 PROFESSIONAL SERVICE AGREEMENT MAUREEN RHODES 1 EXHIBIT 4.44 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Maureen Rhodes 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC., WITH ITS PLACE OF BUSINESS AT 6849 HAYVENHURST AVENUE, VAN NUYS, CALIFORNIA 91406 (HEREIN REFERRED TO AS "CLIENT") AND MAUREEN RHODES WITH HIS\THEIR PLACE OF BUSINESS AT IN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS THROUGH AUGUST 1996. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: I. QUALIFICATION: THE EMPLOYEE HAS SPECIAL SKILL AND AND EXPERIENCE IN CERTAIN FIELDS OF ACTIVITY IN WHICH THE CLIENT IS INTERESTED. II. SERVICES RENDERED: CLIENT ENGAGED THE NONEXCLUSIVE SERVICES OF EMPLOYEE IN 1995\1996 AND EMPLOYEE RENDERED SUBSTANTIAL SERVICES TO CLIENT OVER THE PERIOD AS AGREED UPON. III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 1,000 RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PAYMENT IN FULL FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD AGREED UPON. IV. ENTIRE AGREEMENT: THIS DOCUMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY BE MODIFIED OR AMENDED ONLY BY EXECUTED WRITTEN AGREEMENTS. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF: THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR NOTED ABOVE. "CLIENT" "CONSULTANT" HELIONETICS, INC. BY:/S/ E. MAXWELL MALONE /S/ MAUREEN RHODES -------------------------- ---------------------- E. MAXWELL MALONE MAUREEN RHODES Chief Executive Officer EX-4.45 46 PROFESSIONAL SERVICES AGREEMENT LEE STUCKER 1 EXHIBIT 4.45 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Lee Stucker 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC., WITH ITS PLACE OF BUSINESS AT 6849 HAYVENHURST AVENUE, VAN NUYS, CALIFORNIA 91406 (HEREIN REFERRED TO AS "CLIENT") AND LEE STUCKER WITH HIS\THEIR PLACE OF BUSINESS AT C\O 6849 HAYVENHURST, VAN NUYS, CA 91406 IN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS THROUGH AUGUST 1996. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: I. QUALIFICATION: THE EMPLOYEE HAS SPECIAL SKILL AND AND EXPERIENCE IN CERTAIN FIELDS OF ACTIVITY IN WHICH THE CLIENT IS INTERESTED. II. SERVICES RENDERED: CLIENT ENGAGED THE NONEXCLUSIVE SERVICES OF EMPLOYEE IN 1995\1996 AND EMPLOYEE RENDERED SUBSTANTIAL SERVICES TO CLIENT OVER THE PERIOD AS AGREED UPON. III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 20,000 RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PAYMENT IN FULL FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD AGREED UPON. IV. ENTIRE AGREEMENT: THIS DOCUMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY BE MODIFIED OR AMENDED ONLY BY EXECUTED WRITTEN AGREEMENTS. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF: THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR NOTED ABOVE. "CLIENT" "CONSULTANT" HELIONETICS, INC. BY:/S/ E. MAXWELL MALONE /S/ LEE STUCKER ------------------------------- ---------------------- E. MAXWELL MALONE LEE STUCKER Chief Executive Officer EX-4.46 47 PROFESSIONAL SERVICES AGREEMENT BROKER S. O'KEEFE 1 EXHIBIT 4.46 PROFESSIONAL SERVICES AGREEMENT Between Registrant and Broker & O'Keefe 2 PROFESSIONAL SERVICES AGREEMENT This Agreement memorializes an Agreement between HELIONETICS, INC., with its place of business at 6849 Hayvenhurst Avenue, Van Nuys, California 91406 (herein referred to as "Client") and Broker & O'Keefe with his\their place of business at 4695 McArthur Court, Newport Beach, CA. 92669 (herein referred to as "Employee\Consultant") as agreed upon. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skill and and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee in 1995\1996 and Employee rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client issued to Employee an amount of 20,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through as agreed upon. IV. ENTIRE AGREEMENT: This document represents the complete agreement between the parties and may be modified or amended only by executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of the day and year noted above. "Client" "Consultant" HELIONETICS, INC. By:/s/ E.MAXWELL MALONE /s/ Broker & O'Keefe ---------------------------- ---------------------- E. MAXWELL MALONE Broker & O'Keefe Chief Executive Officer EX-5.1 48 OPINION OF LAW OFFICES OF GARY L. BLUM 1 EXHIBIT 5.1 OPINION OF LAW OFFICES OF GARY L. BLUM 2 [LETTERHEAD] October 10, 1996 Helionetics, Inc. 6849 Hayvenhurst Avenue Van Nuys, CA 91406 RE: HELIONETICS, INC. REGISTRATION STATEMENT ON FORM S-8 Gentlemen: We are acting as counsel for Helionetics, Inc., a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 2,122,394 shares of the Company's common shares (the "Shares") pursuant to those certain 46 consulting agreements for services provided during 1994, 1995 and 1996 (collectively, the "Contracts"). A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law as we have deemed necessary and have examined copies of such agreements, instruments, documents and records as we have deemed relevant. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon; the legal capacity of all natural persons executing such documents; the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies; and the completeness and accuracy of the certificates of public officials examined by us. We have made no independent factual investigation with regard to any such matters. Based upon the foregoing, but subject to the limitations set forth below, it is our opinion that the Shares, when sold in accordance with the terms of the Contracts, respectively, will be legally issued, fully paid and non-assessable. 1 3 Helionetics, Inc. October 10, 1996 Page 2 The opinions expressed herein are limited to matters involving the federal laws of the United States. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, LAW OFFICES OF GARY L. BLUM By: /s/ Gary L. Blum ------------------------- Gary L. Blum, Esq. GLB/eri 2 EX-23.2 49 CONSENT OF CORBIN & WERTZ 1 EXHIBIT 23.2 CONSENT OF CORBIN & WERTZ EX-23.3 50 CONSENT OF HEIM & ASSOCIATES 1 EXHIBIT 23.3 CONSENT OF HEIM & ASSOCIATES -----END PRIVACY-ENHANCED MESSAGE-----