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                                                   EXHIBIT 4.38

                         PROFESSIONAL SERVICES AGREEMENT


                        Between Registrant and Paul Keil

                                       

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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 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