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EXHIBIT 4.45
PROFESSIONAL SERVICES AGREEMENT
Between Registrant and ▇▇▇ ▇▇▇▇▇▇▇
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT MEMORIALIZES AN AGREEMENT BETWEEN HELIONETICS, INC.,
WITH ITS PLACE OF BUSINESS AT ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (HEREIN REFERRED TO AS "CLIENT") AND ▇▇▇ ▇▇▇▇▇▇▇ WITH HIS\THEIR PLACE OF
BUSINESS AT C\O ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /S/ ▇▇▇ ▇▇▇▇▇▇▇
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E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer