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                                  EXHIBIT 4.24

                         PROFESSIONAL SERVICES AGREEMENT


                     Between Registrant and Charles McIntosh




                                       
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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 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
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   E. MAXWELL MALONE                      CHARLES MCINTOSH
   Chief Executive Officer