EXHIBIT 10.5

                              Employment Agreement

Agreement  made this 6th day of March 2002, between HiEnergy Microdevices, Inc.,
a  Delaware  Corporation  (the  "Company"); and Bogdan C. Maglich, an individual
("Maglich").
                                   WITNESSETH

IN  CONSIDERATION of the mutual covenants contained herein, the parties agree as
follows:

     1.   EMPLOYMENT. The Company hereby agrees to employ Maglich, during the
          -----------
          term specified in Paragraph 2, and Maglich agrees to accept such
          employment, all subject to the terms and conditions hereinafter set
          forth in this Agreement.

     2.   TERM. Subject to the terms and conditions of this Agreement, Maglich's
          -----
          employment by the Company shall be for a term commencing on the date
          hereof and ending on December 31, 2006, unless sooner terminated as
          hereinafter provided.

     3.   DUTIES AND RESPONSIBILITIES.
          ----------------------------

                    (a)  During the term, Maglich shall serve as Chief
                         Scientific Officer and Chairman of the Company and
                         shall devote the stated time and attention to the
                         business of the Company. The business of the Company,
                         for purposes of this Agreement, shall include (i) the
                         detection of the substances of which objects are
                         comprised and the development, production, sale and
                         promotion of devices and technologies to effect such
                         detection, and (ii) such other endeavors as to which
                         Maglich and the Board shall mutually agree.
                    (b)  Subject to the supervision of the Board of Directors,
                         Maglich, as Chief Scientific Officer of the Company,
                         will be responsible for the determination of the
                         Company's research and development program; its
                         research and development associations and consortiums;
                         its patent policy; the selection, hiring, and/or firing
                         of its scientific, engineering and technical personnel
                         and of any Principal Investigator or Co-principal
                         Investigator on research and development contracts of
                         the Company and of their clerical assistants, as well
                         as their respective remuneration and budgeting
                         priorities.
                    (c)  Subject to such requirements as shall be imposed by law
                         or governmental regulation, Maglich, as Chief
                         Scientific Officer, shall be responsible for
                         determining what technical information may be publicly
                         disclosed by any officer or employee of the Company.
                    (d)  As Chairman, Maglich agrees to perform, and shall
                         perform, the functions of the Chairman as set forth in
                         the By-Laws of the Company; shall be one of two
                         signatories on all checks and drafts of the Company in
                         excess of $1000; and, subject to review


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<PAGE>
                         by the Board of Directors, shall be the officer of the
                         Company responsible for submitting budgetary
                         recommendations to the Board.
                    (e)  It is recognized by the Company that Maglich has
                         heretofore been engaged, and in the future may be
                         engaged, in other endeavors, including, without
                         limitation, those relating to nuclear fusion energy,
                         satellite-borne nuclear power, and anti-missile
                         defense, as well as scientific education, including,
                         without limitation, scientific publications and
                         documentary films. It is recognized by the Company that
                         such activities are indirectly beneficial to its
                         reputation, standing and governmental and business
                         relations. It is further recognized that, provided the
                         company does not furnish its personnel, equipment,
                         facilities or funding for such other endeavors and that
                         the work conducted on such other endeavors does not
                         interfere with the services and time on the job
                         provided to the Company by Maglich, any patents or
                         other intellectual property or other benefits derived
                         from such other endeavors are the sole property of
                         Maglich and that the Company shall neither have or
                         claim any interest therein.
                         A list of Maglich's other endeavors, as discussed
                         above, shall be maintained mutually by the Company and
                         Maglich. All other work conducted by Maglich during his
                         employed time, or using the Company's personnel,
                         facilities or funding, and which is not so listed, will
                         be work for hire to the Company by Maglich.
                    (f)  Maglich shall devote not less than 35 hours per week to
                         the business of the Company, it being understood that
                         he may give such time and attention to other endeavors
                         as does not materially detract from his services for,
                         and attention to, the business of the Company.
                    (g)  It is contemplated that, for the continuance of this
                         Agreement, Maglich will be employed as Chief Scientific
                         Officer and Chairman of the Company. In the event
                         Maglich is not so elected and not so continued in any
                         or all of such posts, for any reason other than
                         termination for cause (as defined below), such failure
                         shall constitute a breach of this Agreement by the
                         Company and Maglich shall have the right to terminate
                         his employment hereunder forthwith by written notice of
                         such intention to the Company and the Company will be
                         obligated to make the severance payments set forth in
                         Paragraph 11 of this Agreement and to satisfy all other
                         obligations set forth in Paragraph 10.

     4.   COMPENSATION. In consideration of the services to be rendered by
          -------------
          Maglich hereunder, the Company agrees to pay Maglich, and he agrees to
          accept, the following:

                    (a)  BASE SALARY. For the period commencing January 1, 2002,
                         ------------
                         and ending December 31, 2002, the Company shall pay
                         Maglich at the annual


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<PAGE>
                         rate of $125,000 annually, payable in cash monthly. For
                         the period January 1, 2003, through December 31, 2006,
                         the Company shall pay Maglich as follows:

                         (i)  For the period January 1, 2003, through December
                              31, 2003, $137,500 annually, payable in cash
                              monthly;
                         (ii) For the period January 1, 2004, through December
                              31, 2004, $151,250 annually, payable in cash
                              monthly;
                        (iii) For the period January 1, 2005, through December
                              31, 2005, $166, 375 annually, payable in cash
                              monthly; and
                         (iv) For the period January 1, 2006, through December
                              31, 2006, $183,012 annually, payable in cash
                              monthly.
                         (v)  In the event that Maglich, with the approval of
                              the Company, shall work less than the time
                              required of him under Paragraph 3(c), his base
                              salary shall decrease proportionally.

                    (b)  SIGNING BONUS.
                         --------------
                         In consideration of Maglich executing and delivering
                         this Agreement, the Company has agreed to pay Maglich a
                         signing bonus by issuing to him its promissory note in
                         the face amount of $100,000 in the form of Exhibit A
                         hereto, payable (i) $50,000 upon receipt by the Company
                         of One Million Dollars or more from any source, and
                         (ii) $50,000 upon receipt by the Company of in excess
                         of $500,000 from its sales or operations (including
                         grants not directed for equipment) or receipt by the
                         Company of a further cash infusion of One Million
                         Dollars or more.

                    (c)  ANNUAL BONUS.
                         -------------
                         (i)At the beginning of each fiscal year, the Board of
                         Directors of the Company shall establish a bonus plan
                         based upon Company performance goals. At the end of the
                         fiscal year, officers of the Company, including
                         Maglich, shall receive a bonus based upon performance
                         against the established plan.
                         (ii) In no event shall Maglich's bonus be less than 20%
                         of the total amount of bonuses paid to officers of the
                         Company pursuant to the bonus plan referred to in "(i)"
                         above.
                         (iii) In the event the Company's gross pretax profit in
                         any fiscal year shall exceed $.20 per share, then
                         Maglich's bonus in that year shall not be less than
                         $50,000.

                    (d)  STOCK OPTIONS.
                         -------------
                         (i) The Company represents, warrants, and confirms to
                         Maglich its agreement in 1998 to then issue to him
                         options entitling him to purchase 111,040 shares of the
                         Common Stock of the Company at an exercise price of $3
                         per share, such options to be exercisable at any time
                         and from time to time within the period ending November
                         30, 2008. The Company represents


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<PAGE>
                         and warrants that it will take all corporate action
                         necessary or desirable to effect the valid issuance of
                         all such options to Maglich and the delivery of
                         certificates therefor to Maglich no later than March
                         30, 2002; and
                         (ii) The Company shall grant and issue to Maglich
                         annually during the term hereof five-year stock options
                         at a rate of not less than one (1%) per annum of the
                         Company's stock issued and outstanding at the end of
                         the year, such options to have an exercise price of the
                         most recent arms length sale, or if publicly traded,
                         the average price for the preceding thirty days. In no
                         event shall Maglich receive, in the aggregate, in any
                         one year less than 10% of the total number of options
                         granted by the Company for services in that year.

     5.   PENSION AND FRINGE BENEFITS.
          ----------------------------

                    (a)  Maglich shall be entitled to participate in any
                         employee benefit plans generally available to senior
                         officers and/or key employees of the Company, including
                         medical, disability, pension, non-qualified deferred
                         compensation plans, the programs for the allowance for
                         or the reimbursement of automobile expenses, and any
                         other plans of general application to senior officers
                         and/or key employees of the Company on the date hereof
                         and such plans and programs adopted hereafter for the
                         benefit of senior officers and/or key employees of the
                         Company.
                    (b)  As Maglich is covered by Medicare, the Company shall
                         pay his supplemental Blue Cross, TIAA Long-Term Care
                         insurance, medical insurance for his children under
                         eighteen (18) years of age, and dental insurance for
                         himself and his children, and not less than $1000 per
                         month into his TIAA annuity pension fund until August
                         31, 2003.
                    (c)  The Company will provide Maglich with a Lincoln,
                         Cadillac, or equivalent U.S. brand automobile of his
                         choosing for his business and personal use and will pay
                         for all related expenses thereof, including, without
                         limitation, the costs of registration, fuel, repairs,
                         and insurance.
                    (d)  Maglich shall be entitled to take time off for vacation
                         or illness in accordance with the Company's policy for
                         senior executives and/or key employees and to receive
                         all other fringe benefits as from time to time made
                         generally available to senior executives and/or key
                         employees of the Company.
                    (d)  The Company shall reimburse Maglich for reasonable and
                         necessary personal attorneys' fees, costs and expenses
                         incurred in connection with matters relating to the
                         affairs of the Company, excluding any disputes with the
                         Company itself. Such reimbursement shall not exceed
                         $20,000 in any one year, except as may be necessary to
                         protect the Company from actual or


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<PAGE>
                         claimed liability to others or as shall be otherwise
                         agreed by the Company or provided for in Paragraph 12
                         hereof. Nothing contained herein shall limit the Board
                         of Directors from providing defense costs to all
                         officers and directors of the Company, including
                         Maglich.

     6.   REIMBURSEMENT. The Company shall reimburse Maglich for all proper
          --------------
          expenses, including, without limitation, travel and entertainment
          expenses, incurred by him in the performance of his duties hereunder
          in accordance with the Company's policies and procedures in effect
          from time to time.

     7.   OFFICE AND LOCATION. The Company shall provide Maglich, at the
          --------------------
          Company's sole expense, with an executive office at its headquarters
          commensurate with his positions as Chief Scientific Officer and
          Chairman within the facility then occupied by the Company.

     8.   EXECUTIVE SECRETARY. The Company shall provide Maglich, at the
          --------------------
          Company's sole expense, with the services on a full-time basis of an
          executive secretary of his choosing. Said executive secretary shall
          perform those services for Maglich that are regularly performed for
          the Chairman of the Board of a public company and shall also assist
          Maglich in his positions as Chief Scientific Officer of the Company. A
          salary customary in the area in which the Company's offices are
          located shall be paid by the Company to Dr. Maglich's executive
          secretary.

     9.   INSURANCE. The Company shall, at its sole expense, provide Maglich
          ----------
          with the following insurance:

                    (a)  Life Insurance. The Company shall provide Maglich with,
                         and pay up to $1,000 in premium per month for two key
                         man life insurance policies. The owner and beneficiary
                         of one policy shall be the Company. The owner of the
                         other ("Maglich Policy") shall be Maglich and/or the
                         beneficiary or beneficiaries designated by him. Every
                         time the Company increases its insurance on Maglich's
                         life the Maglich Policy shall increase at the Company's
                         expense by an identical amount.

                    (b)  Disability Insurance. The Company shall pay the premium
                         on the disability insurance policy presently maintained
                         by Maglich and any renewals thereof provided the
                         premium shall not exceed $500 per month.

     10.  TERMINATION.
          ------------

                    (a)  Termination for Cause. The Company may terminate
                         Maglich's employment at any time upon Maglich's gross
                         negligence or willful malfeasance in the material
                         performance of his duties and responsibilities to the
                         Company under Paragraph 3 of this Agreement. Such
                         discharge shall be effected by notice (the


                                                                               5
<PAGE>
                         "Discharge Notice") to Maglich which shall specify the
                         reasons for Maglich's discharge and effective date
                         thereof. In each instance, such termination shall not
                         be effective if the gross negligence or willful
                         malfeasance specified in the Discharge Notice is cured
                         by Maglich within ten (10) days following the date of
                         receipt by Maglich of the Discharge Notice.

                    (b)  TERMINATION FOR DISABILITY. In the event of disability
                         --------------------------
                         of Maglich rendering him unable to perform his services
                         hereunder for a period of one hundred eighty (180)
                         consecutive days, the Company shall have the right to
                         terminate this Agreement upon giving not less than
                         thirty (30) days' notice ("Termination Notice") of its
                         intention to do so. If Maglich shall have resumed his
                         duties hereunder within such a thirty (30) day period
                         and shall have continuously performed his services for
                         at least thirty (30) consecutive days thereafter, the
                         Termination Notice shall be deemed of no force and
                         effect and this Agreement shall thereupon continue in
                         full force as though such notice of termination had not
                         been given.

                    (c)  TERMINATION BY MAGLICH. Maglich may terminate this
                         -----------------------
                         Agreement at any time by giving not less than three (3)
                         months' notice of his intention to terminate, in which
                         case all Company benefits shall be terminated "in due
                         course" as of the effective date of termination. Any
                         notes and earned stock options of Maglich shall
                         immediately vest and be paid as agreed.

     11. SEVERANCE PAYMENTS. If this agreement is terminated, the Company shall
         -------------------
     pay Maglich, on the termination date, an amount of money equal to the
     aggregate unpaid balance of the minimum annual base salaries provided for
     in Paragraph 4(a) hereof through a period of two (2) years after the
     termination date. Additionally, the Company shall continue to pay Maglich,
     for said two year period, all of the benefits provided for in Paragraph
     5(a) and (b) above and, thereafter, all premiums associated with the
     continuation of Maglich's insurance under COBRA for the period that COBRA
     shall be available to Maglich. Upon termination, all of Maglich's options
     respecting shares of the capital stock of the Company shall forthwith vest
     in Maglich and become immediately exercisable.

          12. COMPROMISE OF UNPAID CONTRACTUAL OBLIGATIONS TO MAGLICH. Maglich
              --------------------------------------------------------
          and the Company have certain differences in their understanding of the
          existence and magnitude of the Company's obligations to Maglich under
          an Employment Agreement initially entered into between Maglich and
          Advanced Physics Corporation on the 31st day of December 1993 and
          understood by Maglich to have been adopted and approved by the Company
          on August 23, 1995. If Maglich is correct, the Company's current
          obligations to Maglich under the aforesaid Employment Agreement would
          exceed $4,000,000. Maglich and the Company have agreed that Maglich
          will cancel all obligations or alleged obligations of the Company to
          Maglich respecting the aforesaid Employment Agreement in exchange for
          indemnification of Maglich by the Company against any personal tax
          liabilities arising from the issuance to


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<PAGE>
          Maglich of securities of the Company, up to a total possible
          indemnification payment of Seventy-five Thousand dollars ($75,000).
          Accordingly, upon the release by Maglich of the Company from his
          claims under the aforesaid Employment Agreement, the Company agrees to
          indemnify and hold harmless Maglich from and against any and all
          personal tax liability or liabilities or alleged tax liability or
          liabilities of any kind or description, and against all attorney's
          fees, costs and expenses of counsel of Maglich's selection with
          respect to such tax liabilities or alleged tax liabilities, to the
          fullest extent permitted by law and subject to the payment of no more
          than $75,000. It is understood by the Company that it is a material
          condition of Dr. Maglich's entering into this Employment Agreement
          with the Company that he have no tax liability whatsoever respecting
          the issuance by the Company of securities to him, and it is the
          intention of the Company that to the limit of $75,000, it bear any and
          all such liability in full. The parties will execute and deliver such
          other and further documents as shall be necessary or advisable to
          carry out the transactions contemplated by this Paragraph 12. If the
          ultimate determination of tax liability by Maglich is in excess of
          $75,000, the Company will advance to Maglich an additional amount
          equal to the excess, up to an additional $75,000, as an advance
          against salary, without the collection of interest thereon.

     13. EXCHANGE BY MAGLICH OF SHARES OF CLASS B COMMON STOCK FOR SHARES OF
         -------------------------------------------------------------------
     CLASS A COMMON STOCK OF THE COMPANY. Maglich is the owner of record of 100%
     ------------------------------------
     of the authorized and issued Class B shares of the Company. The Company has
     determined that it is in the best interests of the Company and its
     shareholders for it to exchange Class A shares of the Company for all of
     Maglich's Class B shares. Maglich agrees that he will accept 100,000 shares
     of the Class A common stock of the Company in exchange for all of his Class
     B shares, and the Company agrees that such an exchange is fair and
     reasonable and agrees to such exchange. The Company represents and warrants
     to Maglich that its Board of Directors has or will take all necessary or
     appropriate action to vest in Maglich full and unfettered title to such
     100,000 shares of Class A Common Stock, free and clear of any liens or
     encumbrances of any kind whatsoever, upon Maglich's delivery to the Company
     of his Class B Common Stock in exchange for said 100,000 shares of Class A
     Common Stock.

14.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY RESPECTING CERTAIN SECURITIES
     ---------------------------------------------------------------------------
     ISSUED TO MAGLICH AND ASSOCIATES AND RATIFICATION OF TRANSACTIONS RELATED
     -------------------------------------------------------------------------
     THERETO.
     --------

          (a)  The Company hereby represents and warrants to Maglich that the
               securities set forth below have been duly and validly issued by
               the Company and registered by the Company in the names of the
               persons listed below and are outstanding, fully paid and
               non-assessable securities of the Company:

               (i) Advanced Projects Group, Inc.         58,000 share of Class A
               (majority  owned  by  Bogdan  Maglich     Common Stock
               and  Maglich  Family  Holdings,  Inc.)


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<PAGE>
               (ii)  Bogdan C. Maglich                   76,000 shares of
                                                         Class A Common Stock
                                                         and all shares of Class
                                                         B Common Stock
                                                         (converted by Maglich
                                                         into 100,000 shares of
                                                         Class A Common Stock
                                                         pursuant to Paragraph
                                                         13 hereof)

               (iii)  Maglich  Family  Holdings, Inc.    166,049 shares of
                                                         Class  A  Common
                                                         Stock

          (b)  The Company hereby ratifies and reaffirms all transactions which
               resulted in the issuance of the securities listed in "(a)" above
               and represents and warrants that its Board of Directors has or
               will take all action necessary or appropriate to vest in the
               parties listed above full and unfettered title to all of said
               shares as stated above.

     15.  NON-DISCLOSURE AND COVENANT NOT TO COMPETEE
          -------------------------------------------

          (a) NON-DISCLOSURE. During the term of this Agreement and from and
              ---------------
          after the termination of this Agreement, Maglich shall not, except as
          required by law or to perform his duties under this Agreement,
          divulge, disclose or communicate to any person, firm, or corporation,
          any confidential information. The term "confidential information"
          includes, without limitation, information about the business of the
          Company (or any division, subsidiary or affiliate of the Company)
          including, but not limited to, methods of operation, pricing
          information and customer lists, but excluding such information that
          was in the public domain at the time it was acquired by Maglich or
          that comes into the public domain other than through disclosure by
          Maglich. If confidential information is contained in any document or
          writing or is fixed in any other tangible form, magnetically,
          electronically, or otherwise, and if such confidential information is
          in Maglich's possession or under his control, he shall return such
          information and all copies thereof to the Company upon his
          termination. Maglich shall not directly or indirectly, take, copy, or
          transfer, in any manner whatsoever, any of the business records of the
          Company (or any division, subsidiary or affiliate of the Company).

          (b)  NON-COMPETE. During the term of Maglich's employment hereunder,
               -----------
               and for a period of five (5) years following the date of
               termination of Maglich's employment hereunder, Maglich shall not,
               directly or indirectly, engage (whether for compensation or
               without compensation) as an individual proprietor, partner,
               stockholder, officer, employee, director, consultant, joint
               venturer, lender, or in any other capacity whatsoever (otherwise
               than as a holder of no more than 1% of the total outstanding
               stock of a publicly held company) in any business activity or
               business activities that compete with the remote-non-intrusive
               detection business of the Company, it being understood and agreed
               by the Company that "other endeavors" of Maglich referred to and
               listed in Paragraph


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<PAGE>
               3(a) and 3(b) hereof are not and never shall be considered as
               competing activities to those of the Company. During the term of
               Maglich's employment hereunder, and for a period of the greater
               of one year or any time during which Maglich is receiving
               severance payments pursuant to Paragraph 11 hereof, Maglich shall
               not, directly, or indirectly: either for himself or for any other
               person, firm or corporation, divert or take away or attempt to
               divert or take away any person, firm or corporation who was or is
               a customer of the Company during the term of this Agreement, or
               (b) induce or influence any person who is engaged by the Company
               as an employee, agent or otherwise, to terminate his or her
               engagement or to engage or otherwise participate in a business
               activity directly or indirectly competitive with the Company.
          (c)  SCOPE OF RESTRICTIONS. The restrictions set forth in this
               ----------------------
               Paragraph 15 are considered by the parties to be reasonable.
               However, if any such restriction is found to be unenforceable
               because it extends for too long a period of time or over too
               great a range of activities or in too broad a geographic area, it
               shall be interpreted to extend only over the maximum period of
               time, range of activities or geographic area as to what may be
               enforceable.
          (d)  REMEDIES. In the event of a breach or a threatened breach of this
               --------
               Paragraph 15 that is not cured by Maglich after receipt of ten
               day's written notice from the Company, the Company shall be
               entitled to an injunction restraining Maglich from committing or
               continuing such breach, as well as to any and all other legal and
               equitable remedies permitted by law.


     16.  MISCELLANEOUS.
          --------------

          (a)  ENFORCEABILITY. The failure of any party at any time to require
               ---------------
               performance by another party of any provision hereunder shall in
               no way affect the right of that party thereafter to enforce the
               same, nor shall it affect any other party's right to enforce the
               same, or to enforce any of the other provisions of this
               Agreement; nor shall the waiver by any party of the breach of any
               provision hereof be taken or held to be a waiver of any
               subsequent breach of such provision or as a waiver of the
               provision itself.

          (b)  BINDING EFFECT. This Agreement shall be binding upon the Company,
               --------------
               its successors and assigns and Maglich, his heirs, and personal
               representatives. This Agreement may not be assigned by either
               party without the prior written consent of the other party being
               first obtained.

          (c)  MODIFICATIONS. This Agreement may not be orally cancelled,
               --------------
               changed, modified or amended, and no cancellation, change,
               codification or amendment shall be effective or binding, unless
               in writing and signed by the parties to this Agreement.

          (d)  SEVERABILITY; SURVIVAL. In the event any provision or portion of
               ----------------------
               this Agreement is determined to be invalid or unenforceable for
               any reason, in whole or in part, the remaining provisions of this
               Agreement shall nevertheless be binding upon the parties


                                                                               9
<PAGE>
               with the same effect as through the invalid or unenforceable part
               had been severed and deleted. The respective rights and
               obligations of the parties thereunder shall survive the
               termination of the executive's employment to the extent provided
               elsewhere herein and to the extent necessary to the intended
               preservation of such rights and obligations.

          (e)  NOTICES. Any notice, request, instruction or other document to be
               -------
               given hereunder by any party to another party shall be in writing
               and shall be deemed effective (i) upon personal delivery, if
               delivered by hand against receipt, (ii) mailed postage prepaid,
               by United States certified or registered mail, return receipt
               requested, (iii) upon being sent by facsimile transmission (if
               receipt is electronically confirmed) and, in each case, addressed
               as follows:

                              If to the Company:

                              HiEnergy Microdevices, Inc.
                              10  Mauchly  Drive
                              Irvine,  CA  92618

                              With  a  copy  to:

                              Blackwell  Sanders  Pepper  Martin
                              2300  Main  Street,  Suite  1000
                              Kansas  City,  MO  62108
                              Attention:  Steve  Carman,  Esq.

                              If  to  Maglich:

                              Bogdan  C.  Maglich
                              559  Vista  Flora
                              Newport  Beach,  CA  92660

                              With  a  copy  to:
                              James  Monroe  Marx,  Esq.
                              590  Madison  Avenue,  23rd  Floor
                              New  York,  New  York  10022

Any  party  may  change  the  address  to which notices are to be sent by giving
notice  of  such  change  of  address  to  the  other party in the manner herein
provided  for  giving  notice.

          (f)  APPLICABLE LAW. This Agreement shall be governed by, and
               --------------
               construed in accordance with, the laws of the State of
               California, without application of conflict of law provisions
               applicable herein.

          (g)  ENTIRE AGREEMENT. This Agreement represents the entire agreement
               ----------------
               between the Company and Maglich with respect to the subject
               matter hereof, and all prior agreements, plans and arrangements


                                                                              10
<PAGE>
               relating to the employment of Maglich by the Company are
               nullified and superceded hereby.

          (h)  HEADINGS. The headings contained in this Agreement are for
               --------
               reference purposes only, and shall not affect the meaning or
               interpretation of this Agreement

          (i)  COUNTERPARTS. This Agreement may be executed in one or more
               ------------
               counterparts, all of which shall constitute one and the same
               agreement, and each of which shall be deemed an original.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
     and year first above written.


                             HiEnergy Microdevices, Inc., a Delaware Corporation


                             By:   /s/  Gregory Gilbert
                                ------------------------------------
                                  Gregory  Gilbert
                                  President and Duly Authorized Signatory

                                   /s/  B.  C.  Maglich
                                ------------------------------------
                                Bogdan  C.  Maglich,  Individually


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