<PAGE> 1
As Filed with the Securities and
Exchange Commission on October 16, 1996
No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HELIONETICS, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-2629097
(State of Incorporation) (I.R.S. Employer
Identification No.)
6849 Hayvenhurst Avenue
Van Nuys, California 91406
(Address of Principal Executive Offices)
Forty-six (46) Professional Services Agreements for services provided during
1994, 1995 and 1996.
(Full Title of the Plans)
Copy to:
E. Maxwell Malone Gary L. Blum, Esq.
6849 Hayvenhurst Avenue 3278 Wilshire Blvd., Suite 603
Van Nuys, California 91406 Los Angeles, CA 90010
Telephone (818) 778-0000 Telephone (213) 381-7450
Facsimile (818) 778-1111 Facsimile (213) 384-1035
(Name, Address and Telephone
Number of Agent for Service)
1
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to Registered Maximum Aggregate Registration
be Registered Offering Offering Fee
Price Per
Share
- -------------- ------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Common shares (1) 2,122,394 (2) $2.375 $5,040,685.70 (3)$1,738.17
(no par value)
</TABLE>
This Registration Statement, including exhibits, consists of ___ sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 7.
(Footnotes)
(1) Shares registered pursuant to this Registration Statement available
for issuance pursuant to those forty-six (46) Professional Services
Agreements for services provided in 1994, 1995 and 1996.
(2) Estimated as of September 27, 1996 pursuant to Rule 457(h) solely
for the purpose of calculating the amount of the registration fee.
(3) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the maximum aggregate price at which
securities covered by this Registration Statement are proposed to be
offered.
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I is included in
documents sent or given to the participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Helionetics, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Company's Registration Statement on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
NOT APPLICABLE.
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws give the Company the power, to the maximum extent
permitted by the Corporations Code of California, to indemnify each of its
officers, directors, employees and agents, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation. Such indemnity extends to any person who is or was a
director, officer, employee, or other agent of the corporation; who is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation that was a predecessor or other enterprise; or who
was a director, officer, employee, or agent of a corporation that was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. EXHIBITS
See the Index to Exhibits at Page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof), which,
individually or in the aggregate, represents a
fundamental change in the information set forth in
the Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3
or Form S-8 and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or
Section 15(d) of this Securities Exchange Act of
1934 that are incorporated by reference in the
Registration Statement.
4
<PAGE> 5
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted against the Company by such director, officer or
controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Van Nuys, State of California on the 10th day of
October, 1996
HELIONETICS, INC.
BY: /s/ E. MAXWELL MALONE
------------------------------
E. MAXWELL MALONE
CHIEF EXECUTIVE OFFICER
5
<PAGE> 6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 10th day of October, 1996.
SIGNATURE TITLE
--------- -----
/S/ BERNARD B. KATZ CHAIRMAN OF THE BOARD AND DIRECTOR
----------------------------
BERNARD B. KATZ
/S/ E. MAXWELL MALONE CHIEF EXECUTIVE OFFICER, PRESIDENT
---------------------------- AND DIRECTOR
E. MAXWELL MALONE
/S/ CHAIM MARKHEIM VICE PRESIDENT, CHIEF OPERATING
---------------------------- OFFICER AND DIRECTOR
CHAIM MARKHEIM
/S/ RICHARD A. SERGO DIRECTOR
----------------------------
RICHARD A. SERGO
6
<PAGE> 7
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
4.1 Professional Services Agreement
between Registrant and Eric Barnes
4.2 Professional Services Agreement
between Registrant and David Hawley
4.3 Professional Services Agreement
between Registrant and Larry Suelzle
4.4 Professional Services Agreement
between Registrant and E. Maxwell Malone
4.5 Professional Services Agreement
between Registrant and David Mathisen
4.6 Professional Services Agreement
between Registrant and Adriano Cayetano
4.7 Professional Services Agreement
between Registrant and Daryoosh Kaveh
4.8 Professional Services Agreement
between Registrant and Richard Sergo
4.9 Professional Services Agreement
between Registrant and Jerome Dahme
4.10 Professional Services Agreement
between Registrant and Edsel Crenshaw
4.11 Professional Services Agreement
between Registrant and John Smith
4.12 Professional Services Agreement
between Registrant and Chaim Markheim
4.13 Professional Services Agreement
between Registrant and K.B. Equities, Inc.
4.14 Professional Services Agreement
between Registrant and Gary Blum, Esq.
4.15 Professional Services Agreement
between Registrant and Global Financial Press
7
<PAGE> 8
4.16 Professional Services Agreement
between Registrant and Guttman & Associates
4.17 Professional Services Agreement
between Registrant and Judy Suelzle
4.18 Professional Services Agreement
between Registrant and Judy Stackel
4.19 Professional Services Agreement
between Registrant and Cacace, Tusch, Santagata
4.20 Professional Services Agreement
between Registrant and Hart & Watters
4.21 Professional Services Agreement
between Registrant and Dr. Henry Solomon
4.22 Professional Services Agreement
between Registrant and Danning, Gill, Diamond and Kollitz
4.23 Professional Services Agreement
between Registrant and Payne & Fears
4.24 Professional Services Agreement
between Registrant and Charles McIntosh
4.25 Professional Services Agreement
between Registrant and Davis & Associates
4.26 Professional Services Agreement
between Registrant and Peter Whitaker
4.27 Professional Services Agreement
between Registrant and E. Maxwell Malone(1)
4.28 Professional Services Agreement
between Registrant and Joe Malinowski
4.29 Professional Services Agreement
between Registrant and Steven Qualls
4.30 Professional Services Agreement
between Registrant and Alvin Katz
8
<PAGE> 9
4.31 Professional Services Agreement
between Registrant and Jack Katz
4.32 Professional Services Agreement
between Registrant and Corbin & Wertz
4.33 Professional Services Agreement
between Registrant and Ernest Dageford
4.34 Professional Services Agreement
between Registrant and Raymond Hartman
4.35 Professional Services Agreement
between Registrant and Kevin Daly
4.36 Professional Services Agreement
between Registrant and Arvel Bowyer
4.37 Professional Services Agreement
between Registrant and Callahan, Blaine & Williams
4.38 Professional Services Agreement
between Registrant and Paul Keil
4.39 Professional Services Agreement
between Registrant and James Bischof
4.40 Professional Services Agreement
between Registrant and Peter Aiello
4.41 Professional Services Agreement
between Registrant and Gruntal & Co., Inc.
4.42 Professional Services Agreement
between Registrant and Daniel J. Coplan
4.43 Professional Services Agreement
between Registrant and Swidler & Berlin
4.44 Professional Services Agreement
between Registrant and Maureen Rhodes
4.45 Professional Services Agreement
between Registrant and Lee Stucker
4.46 Professional Services Agreement
between Registrant and Broker S. O'Keefe
5.1 Opinion of Law Offices of
Gary L. Blum
9
<PAGE> 10
23.1 Consent of Law Offices of
Gary L. Blum (Included in Exhibit 5.1)
23.2 Consent of Corbin & Wertz
23.3 Consent of Hein + Associates
10
<PAGE> 1
EXHIBIT 4.1
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Eric Barnes
<PAGE> 2
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 Eric Barnes with his\their place of
business at 221 S. Oakknoll Ave #109 Pasadena,CA. 91101 (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 ended August 31, 1996.
III. COMPENSATION: The Client issued to Employee an amount of 31,176
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ ERIC BARNES
----------------------- ----------------------------
E. Maxwell Malone Eric Barnes
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.2
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and David Hawley
<PAGE> 2
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 David Hawley with his\their place of
business at 2775 Mesa Verde E. #Q-203 Costa Mesa, CA 92626 (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 ended August 31, 1996.
III. COMPENSATION: The Client issued to Employee an amount of 15,883
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ DAVID HAWLEY
----------------------- -----------------------------
E. Maxwell Malone David Hawley
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.3
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Larry Suelzle
<PAGE> 2
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 Larry R. Suelzle with his\their place of
business at 347 Costello Court, Los Altos, CA 94024 (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 ended August 31, 1996.
III. COMPENSATION: The Client issued to Employee an amount of 46,133
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ LARRY R. SUELZLE
----------------------- ---------------------------------
E. Maxwell Malone Larry R. Suelzle
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.4
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and E. Maxwell Malone
<PAGE> 2
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 E. Maxwell Malone with his\their place of
business at 7 Dartmouth Irvine, CA 92715 (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 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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 13,500
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ E. MAXWELL MALONE
------------------------ ---------------------------------
E. Maxwell Malone E. Maxwell Malone
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.5
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and David Mathisen
<PAGE> 2
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 David Mathisen with his\their place of
business at 2350 Harbor Blvd #204 Costa Mesa, CA 92626 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 33,246
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ DAVID MATHISEN
------------------------- --------------------------------
E. Maxwell Malone David Mathisen
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.6
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Adriano Cayetano
<PAGE> 2
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 Adriano Cayetano with his\their place of
business at 11 St. Kitts Dana Point, CA 92629 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 50,231
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ ADRIANO CAYETANO
------------------------ --------------------------------
E. Maxwell Malone Adriano Cayetano
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.7
PROFESSIONAL SERVICES AGREEMENT
Between Registrant Daryoosh Kaveh
<PAGE> 2
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 Daryoosh Kaveh with his\their place of
business at 26292 Papagayu Drive Mission Viejo, CA 92691 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 12,166
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ DARYOOSH KAVEH
------------------------- --------------------------------
E. Maxwell Malone Daryoosh Kaveh
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.8
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Richard Sergo
<PAGE> 2
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 Richard Sergo with his\their place of
business at 245 Mallard Drive East North Whales, PA 19454 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 51,424
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ RICHARD SERGO
------------------------- -----------------------------
E. Maxwell Malone Richard Sergo
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.9
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Jerome Dahme
<PAGE> 2
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 Jerome Dahme with his\their place of
business at 4003 Birdie Lane, Doylestown, PA 18901 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 21,073
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ JEROME DAHME
------------------------ -----------------------------
E. Maxwell Malone Jerome Dahme
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.10
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Edsel Crenshaw
<PAGE> 2
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 Edsel Crenshaw with his\their place of
business at 412 Sill Avenue. Horsham, PA 19044 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 22,046
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ EDSEL CRENSHAW
-------------------------- -----------------------------
E. Maxwell Malone Edsel Crenshaw
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.11
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and John Smith
<PAGE> 2
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 John Smith with his\their place of business
at 416 Saw Mill Lane Horsham, PA 19044 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 21,073
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ JOHN SMITH
-------------------------- ----------------------------
E. Maxwell Malone John Smith
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.12
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Chaim Markheim
<PAGE> 2
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 Chaim Markheim with his\their place of
business at 3126 Calle Grande Vista San Clemente,CA 92672 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 97,763
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ CHAIM MARKHEIM
-------------------------- -------------------------------
E. Maxwell Malone Chaim Markheim
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.13
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and K.B.Equities, Inc.
<PAGE> 2
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 KB Equities, Inc. with his\their place of
business at 541 Loring Ave Los Angeles, CA 90024 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 529,523
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 1996. Per
Attached Exhibit
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/ BERNARD B. KATZ
------------------------- --------------------------------
E. Maxwell Malone KB Equities
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.14
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Gary Blum, Esq.
<PAGE> 2
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 Gary Blum with his\their place of business
at 3278 Wilshire Ave. Suite 603 LA,CA 90010 (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 25,000
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/ GARY BLUM
--------------------------- ---------------------------
E. Maxwell Malone Gary Blum
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.15
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Global Financial Press
<PAGE> 2
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 Global Financial Press with his\their place
of business at 250 Park Ave South NY,NY 10003 (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 6,000
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/ GLOBAL FINANCIAL PRESS
--------------------------- -------------------------------------
E. Maxwell Malone Global Financial Press
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.16
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Guttman & Associates
<PAGE> 2
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 Guttman & Associates with his\their place
of business at (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 5,000
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/ GUTTMAN & ASSOCIATES
----------------------------- ------------------------------------
E. Maxwell Malone Guttman & Associates.
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.17
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Judy Suelzle
<PAGE> 2
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 Judith S. Suelzle with his\their place of
business at 347 Costello Court Los Altos, CA 94024 (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 Ended August 31, 1996.
III. COMPENSATION: The Client issued to Employee an amount of 1,213
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ JUDITH S. SUELZLE
--------------------------- ----------------------------------
E. Maxwell Malone Judith S. Suelzle
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.18
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Judy Stackel
<PAGE> 2
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 Judy Stackel with his\their place of
business at 911 9TH ST. #208 Santa Monica,CA 90403 (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 Ended August 31, 1996.
III. COMPENSATION: The Client issued to Employee an amount of 11,493
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ JUDY STACKEL
-------------------------- ------------------------------
E. Maxwell Malone Judy Stackel
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.19
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Cacace, Tusch, Santagata
<PAGE> 2
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 Cacace, Tusch, Santagata with his\their
place of business at 777 Summer St. P.O. Box 15859 Stamford, Connecticut 06901
(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 25,000
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/ CACACE, TUSCH, SANTAGATA
--------------------------- ---------------------------------------
E. Maxwell Malone Cacace,Tusch,Santagata
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.20
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Hart & Watters
<PAGE> 2
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
<PAGE> 1
EXHIBIT 4.21
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Dr. Henry Solomon
<PAGE> 2
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 Dr. Henry Solomon with his\their place of
business at Roche Laboratories 340 Kingland Nutley, NJ (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 10,000
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/ DR. HENRY SOLOMON
--------------------------- -----------------------------------
E. Maxwell Malone Dr. Henry Solomon.
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.22
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Danning, Gill, Diamond & Kollitz
<PAGE> 2
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 Danning, Gill, Diamond & Kollitz with
his\their place of business at Century City La (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 2,000
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/ DANING, GILL, DIAMOND & KOLLITZ
------------------------- ---------------------------------------
E. Maxwell Malone Danning, Gill, Diamond & Kollitz.
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.23
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Payne & Fears
<PAGE> 2
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 PAYNE & FEARS WITH HIS\THEIR PLACE OF
BUSINESS AT JAMBOREE IRVINE CA (HEREIN REFERRED TO AS "EMPLOYEE\CONSULTANT") AS
THROUGH THE SERVICES PERFORMED FOR THE SUIT KNOWN AS GORDIN, ET.AL. V.
KATZ,ET.AL,USDC CASE NO. SA 94-1069 LHM (EEX). 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 SUIT MENTIONED ABOVE.
III. COMPENSATION: THE CLIENT ISSUED TO EMPLOYEE AN AMOUNT OF 50,000
RESTRICTED SHARES OF THE CLIENT'S COMMON STOCK, IN PARTIAL PAYMENT
FOR THE AFORESAID SERVICES RENDERED THROUGH THE PERIOD MENTIONED
ABOVE.
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/ DANIEL L. RASMUSSEN
---------------------------- ----------------------------------
E. MAXWELL MALONE DANIEL L. RASMUSSEN PARTNER.
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.24
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Charles McIntosh
<PAGE> 2
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
-------------------------- -----------------------------------
E. MAXWELL MALONE CHARLES MCINTOSH
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.25
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Davis & Associates
<PAGE> 2
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 Davis & Associates with his\their place of
business at 300 S. Grand Ave. 14 Fl La,Ca 90071 (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 on a project by project basis.
III. COMPENSATION: The Client issued to Employee an amount of 77,500
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/ DAVIS & ASSOCIATES
------------------------- ----------------------------------
E. Maxwell Malone Davis & Associates
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.26
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Peter Whitaker
<PAGE> 2
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 Peter Whitaker with his\their place
of business at (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 15,000
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/ PETER WHITAKER
--------------------- ------------------
E. Maxwell Malone Peter Whitaker
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.27
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and E. Maxwell Malone(1)
<PAGE> 2
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 E. Maxwell Malone with his\their
place of business at 7 Dartmouth Irvine, CA 92715 (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 ended August 31,1996.
III. COMPENSATION: The Client issued to Employee an amount of 98,380
restricted shares of the Client's common stock, in payment in
full for the aforesaid services rendered through August 31,
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/ E. MAXWELL MALONE
--------------------- ---------------------
E. Maxwell Malone E. Maxwell Malone
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.28
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Joe Malinowski
<PAGE> 2
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 Joe Mainowski with his\their place of
business at (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 ended August 31, 1996.
III. COMPENSATION: The Client issued to Employee an amount of 5,000
restricted shares of the Client's common stock, in payment in full
for the aforesaid services rendered through August 31, 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/ JOE MALINOWSKI
--------------------------- ----------------------
E. Maxwell Malone Joe Malinowski
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.29
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Steven Qualls
<PAGE> 2
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 Steven Qualls with his\their place of
business at 3144 Scrub Oak Trail Oviedo, FL 32765 (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 8,541
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/ STEVEN QUALLS
--------------------------- ------------------
E. Maxwell Malone Steven Qualls
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.30
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Alvin Katz
<PAGE> 2
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 Alvin Katz with his\their place of
business at (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 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/ ALVIN KATZ
--------------------------- ------------------
E. Maxwell Malone Alvin Katz
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.31
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Jack Katz
<PAGE> 2
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 Jack Katz with his\their place of
business at 24236 Via Aquora Laguna Niguel, CA 92677 (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 25,000
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/ JACK KATZ
---------------------------- ----------------------
E. Maxwell Malone Jack Katz
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.32
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Corbin & Wertz
<PAGE> 2
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
--------------------------- ------------------
E. Maxwell Malone Corbin & Wertz
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.33
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Ernest Dageford
<PAGE> 2
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
<PAGE> 1
EXHIBIT 4.34
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Raymond Hartman
<PAGE> 2
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 Raymond Hartman with his\their place
of business at (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 40,000
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/ RAYMOND HARTMAN
--------------------------- ----------------------
E. Maxwell Malone Raymond Hartman
Chief Executive Officer .
<PAGE> 1
EXHIBIT 4.35
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Kevin Daly
<PAGE> 2
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 Kevin Daly with his\their place of
business at (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/ KEVIN DALY
--------------------------- -------------------
E. Maxwell Malone Kevin Daly
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.36
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Arvel Bowyer
<PAGE> 2
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 Arvel Bowyer 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/ ARVEL BOWYER
--------------------------- -------------------
E. Maxwell Malone Arvel Bowyer
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.37
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Callahan, Blaine & Williams
<PAGE> 2
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 CALLAHAN, BLAINE, & WILLIAMS 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 100,000
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/ CALLAHAN, BLAINE & WILLIAMS
--------------------------- ---------------------------------
E. MAXWELL MALONE CALLAHAN, BLAINE & WILLIAMS
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.38
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Paul Keil
<PAGE> 2
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
<PAGE> 1
EXHIBIT 4.39
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and James Bischof
<PAGE> 2
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 James Bischof with his\their place of
business at 2604 Willow Lane Unit C Costa Mesa, CA 92627 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 7,500
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/ JAMES BISCHOF
---------------------------- -------------------
E. Maxwell Malone James Bischof
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.40
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Peter Aiello, Dated ___________
<PAGE> 2
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 Peter Aiello with his\their place of
business at 15 Terraza Del Mar Dana Point, CA 92629 in referred to as
"Employee\Consultant") as through as agreed upon. 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 30,000
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/ PETER AIELLO
--------------------------- ------------------
E. Maxwell Malone Peter Aiello
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.41
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Gruntal & Co., Inc.
<PAGE> 2
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 Gruntal & Co., Inc., with his\their
place of business at 717 5th Ave. NY, NY 10022 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 8,530
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/GRUNTAL & CO.
----------------------------- -------------------------
E. Maxwell Malone Gruntal & Co., Inc.
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.42
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Daniel J. Coplan
<PAGE> 2
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 Dan Coplan with his\their place of
business at 330 Washington ST., Suite 400 Marina Del Rey, CA 90292 in referred
to as "Employee\Consultant") as through 4/30/1996. 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/ DAN COPLAN
---------------------------- --------------------
E. Maxwell Malone Dan Coplan
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.43
PROFESSIONAL SERVICES AGREEMENT
Between registrant and Swidler & Berlin
<PAGE> 2
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 SWIDLER & BERLIN WITH HIS\THEIR PLACE
OF BUSINESS AT 3000 K STREET, N.W. WASHINGTON, D.C. 20007 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 100,000
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/ SWIDLER & BERLIN
--------------------------- ----------------------
E. MAXWELL MALONE SWIDLER & BERLIN
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.44
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Maureen Rhodes
<PAGE> 2
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 MAUREEN RHODES 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 1,000
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/ MAUREEN RHODES
-------------------------- ----------------------
E. MAXWELL MALONE MAUREEN RHODES
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.45
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Lee Stucker
<PAGE> 2
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 LEE STUCKER WITH HIS\THEIR PLACE OF
BUSINESS AT C\O 6849 HAYVENHURST, VAN NUYS, CA 91406 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/ LEE STUCKER
------------------------------- ----------------------
E. MAXWELL MALONE LEE STUCKER
Chief Executive Officer
<PAGE> 1
EXHIBIT 4.46
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and Broker & O'Keefe
<PAGE> 2
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 Broker & O'Keefe with
his\their place of business at 4695 McArthur Court, Newport Beach, CA.
92669 (herein referred to as "Employee\Consultant") as agreed upon. 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 as 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/ Broker & O'Keefe
---------------------------- ----------------------
E. MAXWELL MALONE Broker & O'Keefe
Chief Executive Officer
<PAGE> 1
EXHIBIT 5.1
OPINION OF LAW OFFICES
OF GARY L. BLUM
<PAGE> 2
[LETTERHEAD]
October 10, 1996
Helionetics, Inc.
6849 Hayvenhurst Avenue
Van Nuys, CA 91406
RE: HELIONETICS, INC. REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We are acting as counsel for Helionetics, Inc., a California
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 2,122,394 shares of the Company's common shares (the "Shares") pursuant to
those certain 46 consulting agreements for services provided during 1994, 1995
and 1996 (collectively, the "Contracts"). A Registration Statement on Form S-8
covering the Shares (the "Registration Statement") is being filed under the Act
with the Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon; the legal capacity of all natural persons executing such
documents; the conformity to original documents of all documents submitted to
us as certified or conformed copies or photocopies; and the completeness and
accuracy of the certificates of public officials examined by us. We have made
no independent factual investigation with regard to any such matters.
Based upon the foregoing, but subject to the limitations set forth
below, it is our opinion that the Shares, when sold in accordance with the
terms of the Contracts, respectively, will be legally issued, fully paid and
non-assessable.
1
<PAGE> 3
Helionetics, Inc.
October 10, 1996
Page 2
The opinions expressed herein are limited to matters involving the
federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
LAW OFFICES OF GARY L. BLUM
By: /s/ Gary L. Blum
-------------------------
Gary L. Blum, Esq.
GLB/eri
2
<PAGE> 1
EXHIBIT 23.2
CONSENT OF CORBIN & WERTZ
<PAGE> 1
EXHIBIT 23.3
CONSENT OF HEIM & ASSOCIATES
