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                                  EXHIBIT 4.33

                         PROFESSIONAL SERVICES AGREEMENT


                     Between Registrant and Ernest Dageford

                                       

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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 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