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Exhibit 10.41

                                                                 April 22, 2003

                         JENKINS CAPITAL MANAGEMENT, LLC





April 22, 2003

Dr. Bogdan C. Maglich Chief Executive Officer HiEnergy Technologies, Inc. 1601
Alton Parkway, Unit B Irvine, CA. 92606


Dear Dr. Bogdan:

This letter will outline the terms by which Dunwoody  Brokerage  Services,  Inc.
C/O Jenkins Capital Management,  LLC ("JCM") shall assist HiEnergy Technologies,
Inc.  ("HIET")  in the Private  Placement/raising  of capital in an amount up to
$249,000 with the potential for  additional  investments at (a) future time (s).
At the request of HIET, JCM will introduce HIET to our client(s) who may have an
interest in making an investment(s) in HIET.

JCM shall act as a non-exclusive  Placement Agent for a 30-day period  beginning
upon the date of execution of this Agreement; this shall be the Placement Period
("Placement Period").  Any potential investor who JCM introduces (via conference
call,  visit or other means) to HIET or parties  introduced  to HIET by any such
potential  investor  (collectively  referred  to as "JCM  Investors")  shall  be
considered for purposes of this Agreement a protected investor of JCM whether or
not such investor(s) participate in the offering(s)  contemplated by this Letter
of Agreement.

Upon  successful  completion  of a Private  Placement/Capital  Raise  with a JCM
Investor,  HIET agrees to pay JCM a cash fee of 8.00% of the aggregate  proposed
investment.  The  transfer of any funds from a JCM  investor to HIET shall be in
the form of a  bifurcated  wire.  In addition  JCM shall  receive,  a warrant to
purchase at the Fair Market Value, 50,000 shares of common stock, exercisable at
an exercise price equal to Fair Market Value. Fair Market Value shall equal 115%
of the per share  price of the  securities  before  any  discount  is applied to
arrive at the price paid by the Private  Placement  Investors in this  offering.
Warrants referenced herein shall have piggyback registration rights and a 5-Year
term.

In the event  that HIET  accepts  an  investment,  during  the  12-month  period
following the date hereof, from any of the JCM Investors,  HIET agrees to pay to
JCM a fee as stated  above,  at the time of closing.  No fee shall be payable to
JCM if HIET rejects any Private Placement offer and does not accept funds from a
JCM Investor.  However the receipt of any funds from a JCM Investor shall result
in the payment of the aforementioned fees.


Please affirm your agreement by signing below.





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                                                            April 22, 2003

HiEnergy Technologies, Inc. understands and agrees with the payment requirements
listed above.


By: /s/ B.C. MAGLICH                      Dunwoody Brokerage Services, Inc.
   ------------------------------
Print Name: B.C. MAGLICH                  By: /s/ R. HOPKINS
           ----------------------            --------------------------------
Title: CHAIRMAN & CEO                     Robert Hopkins, President
      ---------------------------
Date: 4/22/03                             Date: 4/22/03
     ----------------------------              ------------------------------

Jenkins Capital Management, LLC

BY: /S/ DAVID JENKINS
   -----------------------------

MANAGING PARTNER

Date: 4/22/03
     --------------------------



       4243 Dunwoody Club Drive, Suite 200  Atlanta, Georgia  30350-5206
                   Phone: (678) 731-0007 o Fax: (678) 731-0006
          Securities offered through Dunwoody Brokerage Services, Inc.
         A Registered Broker/Dealer, Atlanta, Georgia, Member NASD/SIPC

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