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                                  EXHIBIT 4.32

                        PROFESSIONAL SERVICES AGREEMENT


                     Between Registrant and Corbin & Wertz

                                       

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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 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
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       E. Maxwell Malone                                          Corbin & Wertz
       Chief Executive Officer