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                                  EXHIBIT 4.20

                         PROFESSIONAL SERVICES AGREEMENT


                      Between Registrant and Hart & Watters





                                       
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                         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