EXHIBIT 10.119

                                  March 1, 2005

Mr. Gregory C. Henkel
32462 Seven Seas Drive
Monarch Beach, CA 92629

Dear Mr. Henkel:

I am pleased to offer you the position of Controller of HiEnergy Technologies,
Inc. ("Company") effective March 1, 2005. This agreement supersedes any previous
agreement. Your employment is subject to the following terms and conditions:

      1.    Your duties and responsibilities will consist of those usually
            discharged by Controllers of publicly traded startup companies
            including but not limited to product pricing, profit planning,
            profit planning, forecasting, budgeting, financial ratio analysis,
            short, intermediate and long term financing and negotiations
            associate therewith. Your particularly important responsibility will
            be the audit and financial sections of SEC filings as well as the
            selection of financial personnel, in coordination with the Board of
            Directors and myself.

      2.    Your tasks will be defined and assigned to you solely by me on
            behalf of the Board of Directors. You will be reporting to me on a
            weekly basis and periodically to the Board of Directors.

      3.    a). Your annual salary will be $200,000, of which $125,000 will be
            paid bi-weekly in cash and $75,000 will be deferred compensation to
            be paid in the form of three Promissory Notes one due April 6, 2005,
            one due August 6, 2005, and one due January 6, 2006 each for
            $25,000, bearing 5% interest, provided you are then an employee on
            the issue dates; and

            b). In the event the Company files a registration statement on S-8,
            the Company has the option to prepay your services with S-8 stock
            with value equivalent to six (6) months of the above stated salary,
            the pro-rata portion of which would be refundable to the Company if
            you were to voluntary resign or be fired for cause.

      4.    Your remuneration will be subject to review on or about July 6,
            2005.

      5.You will receive payment of your deferred salary promissory note dated
            January 6, 2005, plus accrued interest upon your acceptance of this
            Letter Agreement;

      6.    If terminated without cause, the Company would pay you severance pay
            in an amount equivalent to six (6) months of your salary at the time
            of such termination.

      7.    The Company hereby retracts any previous offer for stock options and
            will grant you a non-qualified option as of March 1, 2005 to
            purchase 500,000 shares of common stock of the Company, exercisable
            at a price of $0.72 per share. The option will vest 60% on April 6,
            2005 and fully vest on July 6, 2005. However, the option will
            immediately vest if the Company is acquired or sold via a merger or
            acquisition transaction, or any other transaction that results in a
            change in the corporate ownership structure. The term of said option
            shall be six (6) years.

      8.    Where applicable, you will participate in the Company's incentive
            stock option plan, the amount of which shall be determined under
            standard procedures and policies.

      9.    The Company will provide you with the Company's full healthcare
            medical benefits insurance premiums for its employees at no cost for
            you and your family, as well as any additional benefits offered to
            employees.


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      10.   You will receive coverage under the Company's D&O policy, and the
            Company shall make every effort to ensure that the policy remains in
            full force and effect during your time of employment.

      11.   The Company will grant you no less than four (4) weeks paid vacation
            (excluding holidays), and ten (10) days for sick leave, which can be
            used against illness or other personal matters. Any unused vacation
            days or sick leave cannot be accrued or rolled over, and shall not
            be considered compensation.

      12.   The Company will make timely reimbursements for any pre-approved
            expenses incurred by you on its behalf, including cellular phone
            services, as well as pre-approved tuition reimbursement for
            continuing education and professional certification courses directly
            related to your position.

      13.   You agree to neither require, nor demand, any additional
            remuneration other than that provided for in this letter agreement.
            You agree to forfeit any fees which would otherwise be paid to you
            as a consultant, regardless if you are responsible for securing any
            strategic partnership with proprietary contacts or funding sources.
            However, the Company will consider extraordinary contributions when
            making a determination as to bonuses or awards granted to employees
            based on merit.

      14.   You will preserve Company confidential information in accordance
            with established Company agreement on the proprietary policies and
            procedures, a copy of which has been provided to you and signed by
            you and which represents an integral part of this Employment
            Letter-Agreement.

The Company is herewith obligated to meet the above terms and conditions upon
your acceptance of employment, with exception to any equity based compensation,
the issuance of which shall be subject to an approval by the Company's Board of
Directors.

This letter shall be governed by the laws of the State of California (without
giving effect to internal choice of law rules). The terms of this letter
agreement may be modified only by a writing signed by both parties. Oral
modifications are not enforceable. To the extent of any inconsistency, this
agreement shall supersede any previous agreement.

I hope you will find this offer attractive and the creative climate of the
company stimulating, such that your talents will manifest at their best.

Please confirm your acceptance of the offer by cosigning this letter below.

                                                Sincerely,


                                                HiEnergy Technologies, Inc.

                                                /s/ Bogdan Castle Maglich
                                                -------------------------
                                                Bogdan Castle Maglich
                                                Chairman & CEO

In acceptance of the above terms:


/s/ Gregory C. Henkel
---------------------                           -------------------
Gregory C. Henkel                               Date


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