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EXHIBIT 10.40.1

                            YOCCA PATCH & YOCCA, LLP

                          ATTORNEY CLIENT FEE AGREEMENT

         This Attorney Client Fee Agreement (the "Agreement") is entered into by
and  between  Yocca  Patch  &  Yocca,   LLP  (hereafter   "YP&Y")  and  HIENERGY
TECHNOLOGIES,  INC. (hereinafter "Client"). This Agreement will confirm upon all
parties'  signatures  that  YP&Y has been  engaged  to  represent  Client in the
below-defined  Matter,  subject and limited to the terms  contained  herein.  We
apologize for the formality of this  Agreement,  but it is our policy to set out
the terms of our  engagement  and to obtain our  client's  agreement  to our fee
arrangements.

       SCOPE OF WORK, DUTIES AND RESPONSIBILITIES OF YOCCA PATCH & YOCCA.

         By way of this  Agreement,  Client is engaging YP&Y as legal counsel to
represent it in connection with the following  matters:  securities  matters and
general corporate matters ("Matter").

         YP&Y  agrees  to and will  provide  legal  representation  of Client in
connection with the foregoing  Matter.  The foregoing Matter represents the full
scope of work for which YP&Y has been retained to provide legal services.  It is
expressly  understood that YP&Y is not engaged to represent or advise the Client
in any other  matter,  unless  expressly  agreed to IN  WRITING.  It is  further
understood  and agreed that YP&Y has not been engaged to prosecute or defend any
litigation  or appeal that may arise from the Matter,  or to enforce,  or defend
against,  any rule,  order,  judgment or claim arising out of or relating to the
Matter, without a separate written fee agreement.

         In the event of a new subject matter and/or a new client related to the
above-defined  Matter  arising,  Client  agrees to  provide  YP&Y with a written
request for additional  representation  of same.  Acceptance of additional legal
representation  must be  agreed  to IN  WRITING  by YP&Y  and  Client,  and said
additional  representation  will be  incorporated  by  reference  as an Addendum
hereto and  thereafter  will become  subject to the terms and conditions of this
Agreement.  In unrelated  matters,  it may be deemed more  appropriate to open a
separate file with a separate engagement and fee agreement.

         In the event we are  required  to respond to a subpoena  of our records
relating to  services we have  performed  for you, or testify by  deposition  or
otherwise concerning such services, we will first consult with you as to whether
you wish to supply  the  information  demanded  or assert  your  attorney-client
privilege to the extent you may properly do so. It is  understood  that you will
pay us for our time and  reimburse us for expense  incurred in responding to any
such demand,  including, but not limited to, time and expense incurred in search
and  photocopying  costs,  reviewing  documents,  appearing  at  depositions  or
hearings, and otherwise dealing with issues raised by the request.


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                     DUTIES AND RESPONSIBILITIES OF CLIENT.

         As a condition for representation of Client, Client agrees as follows:

         (1)  Client  shall  provide  YP&Y  such  information,   assistance  and
cooperation as is necessary for YP&Y to  effectively  perform its services under
this Agreement;

         (2) Client shall timely pay YP&Y's bills for fees, costs and expenses;

         (3) With respect to  non-litigation  matters,  YP&Y's fees until August
31, 2003 will be payable by delivery of promissory  notes due September 15, 2003
in substantially  the form  accompanying this agreement and each in the original
principal amount of the fees billed and dated the date of mailing of the bill;

         (4) Payment by Client of YP&Y's costs and expenses is expected prior to
expenditure or immediately after request for reimbursement is made by YP&Y; and

         (5) Client  shall  keep YP&Y  advised of  Client's  address,  telephone
number and whereabouts during the pendency of this Agreement.

                 CLIENT CONTACT FOR LEGAL SERVICES AND BILLING.

         To assist in effective  client  communication,  client has advised YP&Y
that the primary Client contact(s) shall be as follows:

                  BOGDAN C. MAGLICH
                  CHIEF EXECUTIVE OFFICER
                  HIENERGY TECHNOLOGIES, INC.
                  1601 ALTON PARKWAY, UNIT B
                  IRVINE, CA  92606

Client agrees to promptly notify YP&Y IN WRITING of any change in or addition to
the above contact(s).

                  LEGAL FEES, BILLING PRACTICES, AND PERSONNEL.

         YP&Y's  fees will be charged to Client on an hourly  basis for all time
actually  expended and will be generally  billed monthly with payment due within
30 days after the date of the bill.  YP&Y  reserves the right to impose  finance
and/or service  charges of 1 1/2% per month on account  balances not paid within
30 days of the billing statement date. It is presently anticipated that

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NICHOLAS  J.  YOCCA,  a  partner  with  YP&Y,  is  principally  responsible  for
overseeing the performance of all legal services under this Agreement. Mr. Yocca
and YP&Y will,  however,  exercise his and its respective  discretion to utilize
those  attorneys  and/or  staff  which it deems  necessary  and well  suited  to
accomplish  all necessary  tasks such as would be consistent  with the competent
and efficient rendering of legal services.

         Subject  to any signed  addendum  or  addenda  to this  agreement  that
memorialize(s)  an agreed  discount,  Client  agrees to pay YP&Y its  prevailing
hourly rates for the services  performed.  These rates vary between  $200.00 per
hour and $275.00 per hour for  associates  (with lower rates for  paralegals  or
clerks)   depending  upon  the  experience  and  background  of  the  individual
attorneys,  and $375 per hour or less for partners. The current hourly rates for
specific  attorneys and staff who may work on the Matter will be detailed in the
monthly billing statements.

         Hourly rates are  reviewed  periodically  by YP&Y and when  appropriate
adjusted  to  reflect  increases  in  seniority  and  experience,   as  well  as
inflationary  factors.  Such increases are  ordinarily  made on an annual basis,
effective as of the  beginning of each  calendar  year,  although  increases may
occur at other  times.  Instead of formal  notices,  we include  the hourly rate
detail in each billing statement.

                            COSTS AND OTHER CHARGES.

         YP&Y will incur various costs and expenses in performing legal services
under this  Agreement.  Client  agrees to pay for those  costs and  expenses  in
addition to the hourly  fees.  Costs and expenses  commonly  include but are not
limited to:  court  costs,  filing and  recording  fees,  expert  witness  fees,
deposition  fees and cost,  service of process fees,  other fees fixed by law or
assessed by Courts or other public  agencies,  long  distance  telephone  calls,
messenger and delivery service fees, postage,  in-house photocopying (charged at
..15 per page),  outside  photocopying and  reproduction  costs, fax transmission
(charged  at $1.00  for the first  page and 50 cents for each page  thereafter),
clerical staff overtime,  on-line legal research fees,  travel costs  (including
parking,  lodging,  rental  car,  meals and  incidentals),  investigation  fees,
consultant fees, and other related costs and expenses. In many instances, rather
than paying the costs of items directly and seeking client  reimbursement,  YP&Y
will  forward  such  invoices  to the Client for direct  payment or provide  the
Client's contact information for third parties to deliver invoices.

         Under no  circumstances  will  extraordinary  expenses  and/or costs be
undertaken  by YP&Y absent  Client's  written  authority or  applicable  written
policy.

                                    RETAINER.

         A retainer is required,  and is made a part of the Fee Agreement.  With
respect  to  services  rendered  by YP&Y to Client  under this  Agreement,  YP&Y
requires that Client  deposit with YP&Y the sum of $10,000 as a legal  retainer,
payable in advance,  and which retainer will be

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held in trust  until such time as legal  services  are no longer  required,  or,
alternatively,  until  such  time  as  such  retainer  is  required  to  satisfy
outstanding  fees,  or,  in the  further  alternative,  until  such  time as the
services of YP&Y are no longer required by Client and no bill for legal services
and/or costs remains outstanding.  The retainer requested will be held in YP&Y's
trust  account  for  disbursement  by YP&Y on  either  of two  terms:  (1) After
September 15, 2003,  the firm may apply the funds to pay the current  balance on
each statement as is rendered.  Upon exhaustion of the retainer,  the bills will
be  presented  for  payment in the usual  fashion,  and YP&Y may ask that Client
renew the retainer.  (2) Prior to September  15, 2003,  bills shall be presented
for regular  payment in the usual  fashion,  and the  retainer  shall be held in
trust for an indefinite period as security for payment;  provided,  however,  in
the  event any bill is not  timely  paid  (within  30 days of  invoice  date) by
delivery of a promissory  note,  the retainer may be applied by YP&Y to Client's
bill.

                               BILLING STATEMENTS.

         YP&Y shall send  Client  statements  for fees and costs  incurred  on a
periodic basis,  generally  monthly.  The statements shall indicate the basis of
the  fees,  including  the hours  worked,  the  billable  rates  charged,  and a
description of the work performed. More detail will be provided if requested one
complete billing cycle in advance of the statement date.

         YP&Y always wants its clients to be satisfied  with the  reasonableness
of our charges.  Open and candid  communication about billings is critical,  and
you should  not  harbor  any  unexpressed  concern.  As such,  Client  agrees to
promptly  notify YP&Y in writing if Client disputes any entry for legal services
or costs on any  statement.  If Client fails to do so within 30 days of the date
of  the   statement,   then  Client  agrees  that  all  such  entries  shall  be
unconditionally acknowledged as correct as between YP&Y and Client.

         Client  shall  have the right to  request  a  current  bill at any time
covering YP&Y fees and costs to date,  and YP&Y shall provide such a bill within
ten (10) business days of the request.

                            DISCLAIMER OF GUARANTEE.

         YP&Y makes no promises or guarantees to Client  regarding the foregoing
matters,  save and except for YP&Y's  promise to devote its best efforts  toward
the legal  representation  of Client's  interests  with respect to those matters
identified  in  the  paragraph  herein  entitled  "SCOPE  OF  WORK,  DUTIES  AND
RESPONSIBILITIES  OF YOCCA, PATCH & YOCCA." YP&Y comments about any given matter
at any time during the  performance of the services are to be regarded as merely
expressions of opinion by YP&Y, and in no way should be interpreted as a promise
or a guarantee.  Nothing in this  Agreement and nothing in YP&Y's  statements to
Client will be  construed  as a promise or a guarantee  about the outcome of any
given matter. Furthermore,  YP&Y cannot make any guarantee as to the amount that
Client will incur for  attorney's  fees and costs in any given matter,  and such
figures will wholly depend on the time and effort required to be devoted to that
given matter. As is the nature of litigation and transactional matters, fees and
costs could be substantial.


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                         ERRORS AND OMISSIONS COVERAGE.

         YP&Y maintains errors and omissions  insurance  coverage  applicable to
the services that will be rendered to Client by YP&Y.

                            DISCHARGE AND WITHDRAWAL.

         Client  may  discharge  YP&Y  at  any  time.  YP&Y  may  withdraw  from
representation  of Client at any time,  to the extent  permitted  by law and the
Rules of Professional Conduct, and upon reasonable notice to Client.

         In the event of such discharge or  withdrawal,  Client shall pay YP&Y's
fees and costs in accordance  with this  Agreement for all work  performed  (and
costs incurred) through the termination of YP&Y's  representation of Client plus
only the following:

         1)       out-of-pocket   costs  paid  after  termination   pursuant  to
                  pre-termination commitments;
         2)       fees and costs to continue to represent  Client  involuntarily
                  or  pursuant  to  order  or legal  or  regulatory  or  ethical
                  requirement or otherwise to thereafter appear, attend, prepare
                  for or avoid  any  proceeding  or trial on behalf of Client or
                  representing  Client or at the  request or demand of Client or
                  its  current  or  former  owners,  directors,   management  or
                  affiliates.

                            WORK WITH OTHER CLIENTS.

         It is understood and agreed that YP&Y's representation of Client in the
foregoing  Matter  is for the  specific  purposes  set  forth  in the  paragraph
entitled "SCOPE OF WORK, DUTIES AND  RESPONSIBILITIES  OF YOCCA, PATCH & YOCCA."
of this  Agreement,  and Client agrees that YP&Y may represent  other parties in
the future on matters  which may be adverse to Client,  but only so long as such
future  representation  does not  conflict  with  matters for which YP&Y already
represents  Client's interests,  and so long as such future  representation does
not involve the actual  release or use of  confidential  information  which YP&Y
gained from its  representation of Client pursuant to this Agreement.  Presently
or in the past or future,  YP&Y may  represent  other people and entities of any
kind,  some of whom  may have  interests  actually  or  potentially  adverse  to
Client's.  It is  incumbent  upon Client to bring any such  actual or  perceived
conflicts to YP&Y's  immediate  attention.  YP&Y reserves its rights to withdraw
from the matter described herein or obtain Client's approval to continue in such
matter.


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                                   NO WAIVERS.

         A waiver by either party or a breach of any of the  conditions,  terms,
or time  requirements  under this Agreement  shall not be construed as waiver of
any  succeeding  breach  of  the  same  or  other  conditions,   terms  or  time
requirements.

                                  INTEGRATION.

         This Agreement constitutes the entire Agreement between YP&Y and Client
with respect to those matters  identified in the  paragraph  entitled  "SCOPE OF
WORK, DUTIES AND RESPONSIBILITIES OF YOCCA, PATCH & YOCCA." herein.

                               DISPUTE RESOLUTION.

         Any dispute regarding our billings shall be litigated in Orange County,
California  under  California law, with the prevailing party entitled to recover
costs and attorneys'  fees in connection  with said dispute,  including fees and
costs incurred in the enforcement  and/or appeal of any judgment,  and including
the fees normally  charged by YP&Y  attorneys in any action by YP&Y for recovery
under this Agreement.  If there is any dispute between the parties over the fees
charged, the amount to be billed or the reasonable value for our services,  then
YP&Y agrees to submit the controversy to binding  arbitration in accordance with
the rules of the State Bar Fee Arbitration Program set out in Sections 6200-6206
of the California Business and Professions Code.

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Dated:  March 15, 2003                        YOCCA PATCH & YOCCA, LLP


                                              By:  /s/ NICHOLAS J. YOCCA
                                                   ---------------------
                                                       NICHOLAS J. YOCCA,

                                              Partner

AGREED AND ACCEPTED:

CLIENT(S):

HIENERGY TECHNOLOGIES, INC.


By:   /s/ BOGDAN C. MAGLICH                             Dated:  March _19_, 2003
      -------------------------------------------------
         Bogdan Castle Maglich, M.Sc., Ph.D., F.A.P.S.,
         Chairman, Chief Executive Officer and
         Chief Scientist


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