MASON, GRIFFIN & PIERSON
                           A Professional Corporation

                                 EXHIBIT 10.115

April 29, 2005

Via E-Mail and Regular U.S. Mail


Dr. Bogdan Castle Maglich,  Chairman and CEO
HiEnergy Technologies,  Inc.
1601-B Alton Parkway
Irvine, CA  92606

            Re:   Isaac Yeffet v. HiEnergy Technologies, Inc.

Dear Dr. Maglich:

      Confirming our telephone  discussions of earlier this week, Mason, Griffin
& Pierson would be pleased to represent HiEnergy  Technologies,  Inc. in defense
of the claims of Isaac Yeffet pending  herein the State of New Jersey.  It is my
understanding  that there is an ongoing  arbitration  proceeding  in which it is
proposed that Mason,  Griffin & Pierson be substituted in the place and stead of
Pellettieri,  Rabstein  & Altman  law firm.  The Rules of Ethics  governing  the
practice of law in New Jersey  require  that we provide the  following  retainer
letter to our client. This letter serves to confirm this firm's fees and billing
practices  and is to confirm your  agreement to pay for the legal  services that
will be provided.

      In the  interest  of both  the firm and your  company,  Mason,  Griffin  &
Pierson  maintains  records  with  regard  to the time  which we  expend on your
behalf.  In  recording  that  time,  we take into  consideration  the total time
involved  providing the service which, by necessity,  would include  preparation
time for the service provided.

      Mason, Griffin & Pierson is to be compensated for its legal services on an
hourly rate basis,  plus reimbursed for direct  out-of-pocket  costs.  Partner's
rates for services  involved in matters in  litigation  or  alternative  dispute
resolution  are at $325 per hour and for  associates  $250per hour and paralegal
services at the rate of $75 per hour,  for which the firm requires  receipt of a
$20,000  retainer  to  guarantee  against  said  billing.   The  "costs"  and/or
disbursements  for which we will be  reimbursed,  typically  include but are not
limited to court filing fees, court reporter  charges,  the fees of technical or
expert witnesses, computerized research, overnight or express mailing as well as
long distance telephone charges, photocopying and travel.


<PAGE>

                            MASON, GRIFFIN & PIERSON
                           A Professional Corporation

      The firm's billing  statements  generally will be prepared and mailed on a
monthly basis immediately following the month in which services are rendered and
disbursements  are made.  We expect prompt  payment,  and in no event later than
thirty (30) days from the date of the statement.  We are confident that you will
make  every  effort to pay us  promptly.  Occasionally,  however,  a client  has
difficulty in making timely  payments.  To avoid burdening those clients who pay
their  statements  promptly with higher fees reflecting the added costs we incur
as a result of clients who are delinquent,  a monthly service charge of 1.5% may
be added for late  payments.  This charge is assessed  on amounts  which  remain
unpaid for more than thirty (30) days from the date the bill was rendered. In no
event will the service charge be greater than that permitted by applicable  law.
In the unlikely  event that we are required to institute  legal  proceedings  to
collect  fees and costs and prevail in such an action,  we will be entitled to a
reasonable  attorneys'  fee and other  costs of  collection.  In addition to any
other actions  available to us, we also reserve the right to  discontinue  legal
representation  on a delinquent  account.  Naturally,  we do not expect that any
such problems will arise between us.

      With  respect to file  retention,  it is the firm's  practice  to maintain
client  files  for a period of seven (7) years  following  the  conclusion  of a
matter.  Estate files will  generally be maintained  for a longer period of time
until they are no longer needed. Should you desire to preserve your file, please
make arrangements to obtain the file prior to its destruction.

      Finally, as your counsel,  communications between you and the attorneys of
this firm are privileged.  I have enclosed herewith a copy of our firm's privacy
policy. Please feel free to contact me should you have any questions relative to
same.

      We look  forward to working  with you on this  matter.  Please  sign below
where indicated to acknowledge your understand and agreement to the terms of our
representation and return your signed letter to me in the enclosed  envelope.  A
copy of this letter is enclosed for your records.

                                                     Very truly yours,

                                                  MASON, GRIFFIN & PIERSON, P.C.


                                                  By: /c/ Charles F. Harris
                                                      --------------------------



      I consent to your firm's  representation  on the terms and  conditions set
forth in this letter.

      Dated:  5/2/05                                  /c/ Bogdan C. Maglich
                                                      --------------------------