EXHIBIT 10.67

                                   ASSIGNMENT

         WHEREAS,  I, Bogdan C. Maglich,  a United States  citizen,  residing at
[CONFIDENTIAL  TREATMENT  REQUESTED]  (hereinafter   "ASSIGNOR")  have  invented
certain  new and useful  improvements  in a METHOD  AND  APPARATUS  FOR  NEUTRON
MICROSCOPY  WITH  STOICHIOMETRIC  IMAGING for which I have filed  United  States
Patent  Application  No.  09/883,851  in the  United  States  on June  18,  2001
(hereinafter "the Patent Application");

         WHEREAS,  HiEnergy  Technologies,  Inc., a Delaware  corporation having
offices at 1601 Alton Parkway,  Unit B, Irvine,  California  92606  (hereinafter
"ASSIGNEE")  desires to purchase the entire right, title, and interest in and to
the inventions disclosed in the Patent Application;

         NOW,  THEREFORE,  in consideration of good and valuable  consideration,
the  receipt  of  which  is  hereby   acknowledged,   ASSIGNOR   hereby  further
acknowledges that it has sold, assigned, and transferred,  and by these presents
does hereby sell, assign,  and transfer,  unto ASSIGNEE,  its successors,  legal
representatives,  and assigns,  the entire right, title, and interest throughout
the  world  in,  to,  and  under  the said  improvements,  and the  said  Patent
Application  and all Patents that may be granted  thereon,  and all  provisional
applications  relating  thereto,  and all  divisions,  continuations,  reissues,
reexaminations,  renewals,  and extensions  thereof,  and all rights of priority
under  International  Conventions and  applications  for Letters Patent that may
hereafter be filed for said  improvements or for the said Patent  Application in
any country or  countries  foreign to the United  States;  and  ASSIGNOR  hereby
authorizes and requests the  Commissioner  of Patents of the United States,  and
any Official of any country  foreign to the United  States,  whose duty it is to
issue patents on applications as aforesaid, to issue all Letters Patent for said
improvements  and all Letters Patents  resulting from the Patent  Application to
ASSIGNEE, its successors, legal representatives, and assigns, in accordance with
the terms of this Agreement.

         ASSIGNOR does hereby sell,  assign,  transfer,  and convey to ASSIGNEE,
its successors,  legal  representatives,  and assigns all claims for damages and
all remedies arising out of any violation of the rights assigned hereby that may
have  accrued  prior  to the  date of  assignment  to  ASSIGNEE,  or may  accrue
hereafter,  including,  but not limited to, the right to sue for,  collect,  and
retain damages for past infringements of the said issued Letters Patents;

         ASSIGNOR  hereby  covenants  and  agrees  that it will  communicate  to
ASSIGNEE, its successors, legal representatives,  and assigns any facts known to
ASSIGNOR  respecting the Patent  Application  immediately upon becoming aware of
those facts, and that it will testify in any legal  proceeding  involving any of
the Patent  Application,  will sign all lawful papers,  execute all  divisional,
continuing,  and  reissue  applications,  make  all  rightful  oaths,  and  will
generally  do  everything  possible  to  aid  ASSIGNEE,  its  successors,  legal
representatives, and assigns to obtain and enforce the Patent Application in all
countries.

         IN TESTIMONY  WHEREOF, I hereunto set my hand and seal this 17th day of
November, 2003.

                                        By: /s/ Bogdan C. Maglich
                                            ----------------------------------
                                            Name Printed:  Bogdan C. Maglich

STATE OF California     |
                        |        ss.
COUNTY OF Orange        |

         On Nov. 17, 2003, before me, Ienneke Suwito, personally appeared Bogdan
C. Maglich, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is  subscribed  to the within  instrument,
and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

         WITNESS my hand and official seal.

[SEAL]
                                /s/ Ienneke Suwito
                                --------------------------------
                                Notary Signature