EXHIBIT 10.8

                              Consulting Agreement

THIS  CONSULTING  AGREEMENT (the "Agreement") is entered into this   12   day of
                                                                   ------
     July     ,  2002,  by  and  between  HiEnergy  Technologies,  Inc.  (the
--------------
"Company"),  a  Washington  corporation,  located  at  10 Mauchly Drive, Irvine,
California 92618 and Yeffet Security Consultant, Inc. (the "Consultant"), of 300
Winston  Drive,  Cliffside  Park,  New  Jersey  07010.

     WHEREAS,  the  Company is engaged in researching and developing noninvasive
stoichiometric  detection  and imaging technology that is capable of identifying
the  chemical  formula  and  retrieving  the  3D image of materials remotely and
non-intrusively;  and

     WHEREAS,  the  Consultant has the capacity to provide the services of Isaac
Yeffet  ("Yeffet")  to  the  Company,  and  Yeffet  is  knowledgeable  and  has
substantial  experience  in  the  area  of  aviation  security  and has numerous
business  contacts  in  the  aviation  industry  and  government;  and

     WHEREAS,  the  Company  desires to retain the services of the Consultant to
assist  the  Company  with  business  development,  product  and corporate image
advertising,  and  access  to  government  grants  and  purchases;

NOW  THEREFORE,  in consideration of the promises and mutual covenants set forth
in  this  Agreement,  the  parties  hereby  agree  as  follows:

     1.     Scope  of  Services.  The  Company  hereby retains the Consultant to
            -------------------
assist  the  Company  by  providing  the  following  services (collectively, the
"Services"):

          a.   Advertise  and  promote  the  Company's  image,  technology  and
               products  to  the  aviation  industry  and  government  officials
               involved  directly  or  indirectly  with  security;  and
          b.   Educate persons in the aviation industry and government about the
               Company's  technology  and  products;  and
          c.   Pursue  directly  and indirectly research and development funding
               for and purchasing from the Company through government grants and
               purchases  or other methods of funding purchases of the Company's
               products;  and
          d.   Pursue  candidates  for strategic alliances with the Company; and
          e.   Accomplish  such  other  tasks  and  undertake  such  other
               responsibilities  as  the Company or the Consultant may determine
               that,  due  to  Yeffet's contacts and expertise, will further the
               Company's  marketing  and  business  objectives.

     2.     Performance of Services.  The Consultant shall make Yeffet available
            -----------------------
to perform the Services.  The parties agree that Yeffet possesses unique talents
and  contacts  with  respect to performing the Services, and for this reason the
Company  shall,  in its sole and absolute discretion, be


Consulting  Agreement  -  Page  1
<PAGE>
entitled  to  insist  that  any  or all of the Services hereunder be rendered by
Yeffet  and  not  by  another  person  or persons working at Yeffet's direction;
provided,  however,  that  this  right  of  the  Company  shall not preclude the
Consultant  from employing others to assist Yeffet if the Services are performed
in a manner satisfactory to the Company. The Consultant and Yeffet shall perform
the  services  in  a  professional  manner  in accordance with accepted industry
standards.  The  Consultant shall determine the manner in which the Services are
to  be performed and the specific hours to be worked by Yeffet. The Company will
rely  on  the  Consultant  to  cause  Yeffet  to  work  as  many hours as may be
reasonably  necessary  to  fulfill  the  Consultant's  obligations  under  this
Agreement.  The  Consultant  represents  and  warrants  that Yeffet is the chief
executive officer and principal consulting representative of the Consultant. The
Consultant  agrees,  and has secured Yeffet's agreement, that Yeffet will remain
the  chief  executive  officer  and  principal  consulting representative of the
Consultant  during  the  Term  (as  hereinafter  defined).

     For  purposes  of  this Agreement, the term "Measurement Period" shall mean
the  period of time from the Commencement Date (as defined below) until the date
one  year  after the Company's Minisenzor product is operational and ready to be
shown  for approval to appropriate authorities.  For purposes of this Agreement,
the  term "Minimum Performance Standards" shall, with respect to the Measurement
Period,  mean  the collection in cash by the Company of $500,000 or more, in the
aggregate,  from  the  following  sources: (a) government grants or business and
other  third-party business that the Consultant produces for the Company and (b)
investment  and/or  financing sources that both (i) directly provide cash to the
Company  and  (ii)  were directly or indirectly introduced to the Company by the
Consultant  without the requirement of a fee or other remuneration being paid to
a  third  party.

     During  the  Term,  the Consultant shall make Yeffet available by telephone
conference  as  frequently  as monthly to provide progress reports to members of
the  Company's  Board  of  Directors regarding the status of and progress on the
Services.

     3.     Commencement,  Term  and  Renewal.  This Agreement shall commence on
            ---------------------------------
the  date  first  set  forth above (the "Commencement Date") and shall remain in
effect  for a period of three (3) years (the "Term") from the Commencement Date.
This  Agreement  may  be renewed with revised terms, conditions and compensation
only  upon  the  written  agreement  of  both  parties.

     4.     Termination.
            -----------

          a.   Termination. During the Term, this Agreement may be terminated as
               follows:

               (1)     by the Company, (A) if on or after a date that is two (2)
years  from  the  Commencement  Date,  the  Company,  in  its  sole and absolute
discretion, decides to terminate this Agreement, (B) effective as of the date on
which  the  Measurement  Period  ends,  if the Consultant has failed to meet the
Minimum  Performance  Standards  and  notice of such failure is delivered within
sixty  (60) days following the date


Consulting  Agreement  -  Page  2
<PAGE>
on  which the Measurement Period ends, or (C) at any time, following delivery of
a  written notice setting out specific deficiencies and a failure on the part of
the  Consultant to cure within a reasonable period of time (but in no event more
than  thirty  (30)  days), if Yeffet is not available to perform the Services as
provided  by  Section  2;  or

               (2)     by  the Consultant, if on or after a date that is two (2)
years  from  the  Commencement  Date,  the  Consultant, in its sole and absolute
discretion,  decides  to  terminate  this  Agreement;  or

               (3)     by  either  party, in the event the Company terminates or
suspends  its  business,  becomes  subject  to  any  bankruptcy  or  insolvency
proceeding under Federal or state law, or becomes subject to direct control by a
trustee  or  similar  authority;  or

               (4)     by  the Company, if at any time after the commencement of
the  Services  by  the  Consultant  and  Yeffet,  the  Company,  pursuant to the
mechanism  set  forth  in Section 16(g)(3), obtains a determination that Yeffet,
the  Consultant  or  any  of its agents or employees has committed a "for Cause"
violation.  In  such an instance, this Agreement shall be deemed terminated "for
Cause" effective as of the date the Company first provides notice, either to the
Consultant  or the arbitrator, of its intent to invoke the arbitration mechanism
established  hereby.  During  the  pendency  of  any  arbitration  proceeding
(including  any  appeal therefrom), the Company shall provide the Consultant and
Yeffet  with  the  severance  benefits  set forth in Section 4(c)(1), and if the
Company  fails  to  obtain  a  determination of "Cause", the Company shall fully
restore  the  Consultant  to  the  status under this Agreement to which it would
otherwise  have  been  entitled.  For purposes of this Section, termination "for
Cause"  shall  mean a termination due to objective evidence, with respect either
to  Yeffet,  the  Consultant  or  any  of its agents or employees, of any of the
following:  (A) conviction of a felony; (B) illegal conduct that is injurious to
the  Company;  (C) willful or gross misconduct in connection with performing the
Services;  (D)  material  dishonesty;  (E)  fraud;  or  (F)  breach  of  the
Confidentiality Agreement described in Section 11 of this Agreement resulting in
financial  harm  to  the  Company.  If at any time following termination of this
Agreement  the  Consultant or its assignee is receiving severance benefits under
either  Section  4(c)(2)  or  4(c)(3)  and  Yeffet, the Consultant or any of its
agents  or  employees  libels  or slanders the Company, intentionally interferes
with  an existing or prospective business relationship of the Company or commits
some  other  similar  tortious  act,  then  the  Consultant  and Yeffet shall be
entitled  only  to  the  severance  benefits  provided  by  Section  4(c)(1).

          b.     Notice.  In the event that any of the above events occurs to or
by  a  party,  that party shall immediately notify the other party in writing of
its  occurrence,  which  written  notice shall be effective: (1) if delivered by
hand,  upon receipt; (2) if delivered by US mail, return receipt requested, upon
the  earlier  of  the  date  of  receipt  or  the date five days after the first
attempted  delivery; or (3) if delivered by reputable overnight courier service,
upon  the  earlier  of the date of receipt or the date five days after the first
attempted  delivery.  Any delivery by mail or overnight courier service shall be
made  to


Consulting  Agreement  -  Page  3
<PAGE>
the  respective  address  provided  by the parties in this Agreement, or to such
address  as  a  party  may subsequently specify by notice provided in accordance
with  this  Section  4(b).

          c.     Effect  of  Termination.

               (1)     If  this  Agreement  is  terminated  pursuant  to Section
4(a)(4),  the parties agree that neither will have any further obligations under
this  Agreement, including payment of any fees or royalties to the Consultant or
its  assignee  by the Company.  In such a case, any stock options that have been
granted  by  the Company to Yeffet that had vested prior to the termination date
of this Agreement shall remain outstanding and in full force and effect, and any
unvested  stock  options  that  have been granted by the Company to Yeffet shall
terminate  on  the  date  this  Agreement  terminates.

               (2)     If  this  Agreement  is  terminated  pursuant  to Section
4(a)(1)(B),  4(a)(1)(C), 4(a)(2) or 4(a)(3), the parties agree that neither will
have  any further obligations under this Agreement, except that: (A) the Company
shall  continue  to  pay the Consultant a royalty payment as provided in Section
5(b)  of this Agreement for any gross revenues collected in cash from government
grants  or  business  or  other  business secured by the Consultant prior to the
termination  date  of this Agreement; (B) any stock options granted to Yeffet by
the  Company  that  had  vested  prior to the termination date of this Agreement
shall  remain  outstanding  and  in  full force and effect; and (C) any unvested
stock options that have been granted by the Company to Yeffet shall terminate on
the  date  this  Agreement  terminates.

               (3)     If  this  Agreement  is  terminated  pursuant  to Section
4(a)(1)(A),  the  provisions  of  Section  4(c)(2)  shall  govern  the  parties'
respective  obligations,  but  in  addition,  the  Consultant  shall  receive  a
severance  payment  of $10,000 per month during the balance of the original Term
of  three  years.

     5.     Compensation;  Issuance  of  Stock.
            ----------------------------------

          a.     Fees.  In consideration for the Services to be performed by the
Consultant  and  Yeffet  pursuant  to  the  terms of this Agreement, the Company
agrees  to  pay  a  fee  to the Consultant in the amount of $20,000.00 per month
payable  semi-monthly  in  arrears  on the fifteenth and last day of each month.
Payment for the stub periods, if any, at the beginning and end of the Term shall
be made in advance and the amount due shall be determined by pro-ration based on
the  number  of  days  in  such  stub  period  divided  by  15.

          b.     Royalty.  The  Company  shall  pay  the Consultant a commission
payment  of  five  percent (5%) of any gross revenues (1) collected in cash from
government grants or business and other third-party business that the Consultant
produces  for  the  Company,  including renewals or extensions of contracts with
respect  to  products  under contract when the Consultant initially produced the
business  for  the  Company,  or  (2) received in kind from government grants or
business  and  other third-party business that the Consultant is responsible for
bringing to the Company, provided that the right to any commission payment based
on  and the amount of the value of any in kind consideration


Consulting  Agreement  -  Page  4
<PAGE>
must be agreed upon in advance in writing by the Company and the Consultant. The
commission  shall  be  calculated  and  paid  on  a quarterly basis based on the
Company's  fiscal  year  end  of  April  30.  The  Consultant  may  assign these
commission  payments in whole or in part, subject to the consent of the Company,
which  shall  not  be  unreasonably  withheld,  delayed  or  conditioned.

          c.     Stock  Option.  Subject  to  the  execution  of  a Stock Option
Agreement,  the  form  of  which is attached hereto as Exhibit A, by Yeffet, the
Company will grant Yeffet an option to purchase 1,000,000 shares of common stock
of  the Company, which shall vest over the term of this Agreement as provided in
the Stock Option Agreement.  The Consultant may transfer vested options in whole
or  in  part,  subject  to  the  consent  of  the  Company,  which  shall not be
unreasonably  withheld,  delayed  or conditioned; provided, however, that Yeffet
shall, in the case of each such transfer, provide the Company with an opinion of
counsel  reasonably  acceptable  to  the  Company  (both as to substance and the
competence of counsel) that such transfer may be accomplished in accordance with
all  applicable  securities  laws.

     6.     Expense  Reimbursement.  The  Consultant  and  other  agents  and
            ----------------------
employees  of the Consultant shall be entitled to reimbursement from the Company
for  all  reasonable "out-of-pocket" expenses directly related to performance of
the  Services.  For  purposes  of  this  Agreement,  first-class  ticketing  on
commercial  air  travel  shall  be  deemed  reasonable.

     7.     Support  Services.  The  Company  will not provide support services,
            -----------------
including  office space and secretarial services, for the benefit of Yeffet, the
Consultant  or  any  of  its  agents  or  employees.

     8.     Independent  Contractor.  The  Consultant  and  the  Company  hereby
            -----------------------
acknowledge  that  Yeffet, the Consultant and any of its agents or employees are
independent  contractors.  The Consultant agrees, and agrees to cause Yeffet and
any  of  its  agents and employees not to hold it or themselves out as, nor take
any  action  from  which  third  parties might reasonably infer that Yeffet, the
Consultant  or  any  of its agents or employees is an employee, partner or agent
of, or a joint venturer with the Company.  In addition, the Consultant shall not
take,  and  agrees  to  cause  Yeffet and any of its agents and employees not to
take, any action which, to the knowledge of Yeffet, the Consultant or any of its
agents  or  employees binds, or purports to bind, the Company to any contract or
agreement,  and any such action shall constitute willful or gross misconduct for
purposes  of  the  definition  of  "for  Cause"  in  Section  4(a)(4).

     9.     Information  Disclosed  Remains  Property  of  Company.  All  ideas,
            ------------------------------------------------------
concepts,  information, and written material disclosed to Yeffet, the Consultant
or  any  of  its  agents  or  employees by the Company, or acquired from a third
party,  are  and  shall  remain  the sole and exclusive property and proprietary
information  of  the  Company  or  such  third  parties,  and  are  disclosed in
confidence by the Company or permitted to be acquired from such third parties in
reliance  on  the  Company's agreement to maintain


Consulting  Agreement  -  Page  5
<PAGE>
them in confidence and not to use or disclose them to any other person except in
furtherance  of  the  Company's  business.

     10.     Creations  and  Works  Belong  to Company.  Any and all inventions,
             -----------------------------------------
discoveries,  improvements  or creations (collectively "Creations") that Yeffet,
the  Consultant  or any of its agents or employees have conceived or made or may
conceive  or  make  during  the  term  of this Agreement in any way, directly or
indirectly,  connected  with  the  Company's  business  shall  be  the  sole and
exclusive  property  of the Company.  The Consultant agrees, and agrees to cause
Yeffet  and  any  of  its  agents and employees, to (A) disclose promptly to the
Company  all  such Creations that Yeffet, the Consultant or any of its agents or
employees  has  made  or  may  make solely, jointly or commonly with others, (B)
assign  all  such Creations to the Company, and (C) execute and sign any and all
applications,  assignments  or  other  instruments  in  order to transfer to the
Company  all  right,  title  and  interest  in  the  Creations  without  further
compensation.

          In  addition,  the Consultant agrees that all works created by Yeffet,
the  Consultant  or  any  of  its  agents  or  employees  or under the Company's
direction  in  connection  with the Company's business are "works made for hire"
and  shall be the sole and complete property of the Company and that any and all
rights  to  such  works  shall  belong  to  the  Company.  The Consultant hereby
assigns,  and  agrees  to  cause  Yeffet  and any of its agents and employees to
assign,  all  proprietary  rights  in  the  works to the Company without further
compensation.

          Notwithstanding  any  other  provision  of  this  Section  10  to  the
contrary,  the  Company  acknowledges  that  Yeffet's  knowledge of the security
industry  and  his sales and interpersonal skills are his own unique attributes,
which  are  not  and  are  not  intended  to become the property of the Company.

     11.     Confidential  Information.  The Consultant and Yeffet have executed
             -------------------------
a  Confidentiality  Agreement  with the Company, which remains in full force and
effect  and  is  hereby  ratified  and  affirmed  by  the  parties.

     12.     Indemnification.  Each  party  agrees  to  indemnify and shall hold
             ---------------
harmless  (including  payment  of  reasonable  attorneys'  fees)  the other, its
corporate  affiliates,  and any employee or agent thereof (each of the foregoing
being  hereinafter  referred to individually as "Indemnified Party") against all
liability  to  third  parties  (other  than  liability  solely  the fault of the
Indemnified  Party) arising from or in connection with its or any of its agents'
or employees' breach of their obligations under this Agreement.  An indemnifying
party's  obligation  to  indemnify  any  Indemnified  Party  will  survive  the
expiration or termination of this Agreement by either party for any reason.  The
Indemnified  Party  shall  conduct  the  defense  of any such third party action
arising  as described herein unless the parties hereto shall mutually agree that
the  indemnifying  party  will  conduct  the  defense.

     13.     Limitation  of  Liability.  In no event shall either of the parties
             -------------------------
hereto be liable to the other for the payment of any consequential, indirect, or
special  damages,


Consulting  Agreement  -  Page  6
<PAGE>
including lost profits. The provisions of this Section, however, shall not apply
in any way to the Consultant's obligations to indemnify any Indemnified Party or
to  the  Company's  obligations to the Consultant and Yeffet under Sections 4, 5
and  6.

     14.     Injunctive Relief.  It is hereby understood and agreed that damages
             -----------------
shall be an inadequate remedy in the event of a breach by Yeffet, the Consultant
or  any of its agents or employees of this Agreement and that any such breach by
Yeffet,  the Consultant or any of its agents or employees will cause the Company
great  and  irreparable  injury  and damage.  Accordingly, the Consultant agrees
that  the  Company  shall  be entitled, without waiving any additional rights or
remedies  otherwise  available to the Company at law or in equity or by statute,
to injunctive and other equitable relief in the event of a breach or intended or
threatened  breach  by Yeffet, the Consultant or any of its agents or employees.

     15.     Representations of the Company.  As an inducement to the Consultant
             ------------------------------
to  enter into this Agreement, the Company hereby represents and warrants to the
Consultant  as  follows:

          a.     The  consulting  agreement  that  the  Consultant  has  with
World-Wide  Flight  Services,  Inc.  does  not  conflict with the Services to be
provided  by  the  Consultant  hereunder.

          b.     This  Agreement  and  the  related  Stock  Option  Agreement
(Nonqualified  Stock  Option)  have  been  approved  by  the  Company's Board of
Directors.

     16.     Other  Provisions.
             -----------------

          a.     Assignment.  Except  as  expressly  provided otherwise, neither
party  hereto  may assign any of its rights or obligations hereunder without the
prior  written  consent  of  the  other  party.  The  Consultant consents to the
Company's  assignment of its rights and obligations hereunder in connection with
a  business  combination  transaction.

          b.     Notices.  All  notices  required  or  permitted  under  this
Agreement  shall  be  in writing and shall be deemed delivered when delivered as
provided  by  Section  4(b),  and,  if  applicable,  addressed  as  follows:

          If  for  the  Company:     HiEnergy  Technologies,  Inc.
                                     10  Mauchly  Drive
                                     Irvine,  CA  92618
                                     Attn:  President

          If  for  the  Consultant:  Yeffet  Security  Consultant,  Inc.
                                     300  Winston  Drive
                                     Cliffside  Park,  NJ  07010
                                     Attn:  President


Consulting  Agreement  -  Page  7
<PAGE>
                 Such  address  may  be  changed  from time to time by either
                 party by providing written notice to the other in the manner
                 set  forth  above.

          c.     Entire Agreement.  This Agreement contains the entire agreement
between  the  parties and there are no other promises or conditions in any other
agreement  whether  oral or written. This Agreement supersedes any prior written
or  oral  agreements  between  the  parties.

          d.     Amendments.  This  Agreement  may be modified or amended if the
amendment  is  made  in  writing  and  is  signed  by  both  parties.

          e.     Severability.  If  one or more provisions of this Agreement are
held  to  be  invalid  or  unenforceable under applicable law, such provision(s)
shall  be excluded from this Agreement and the balance of the Agreement shall be
interpreted  as  if  such provision(s) were excluded and shall be enforceable in
accordance  with  its  terms.

          f.     Waiver.  The  failure  of either party to enforce any provision
of  this  Agreement  shall  not  be  construed as a waiver or limitation of that
party's  right  to  subsequently enforce and compel strict compliance with every
provision  of  this  Agreement.

          g.     Governing  Law;  Venue;  Arbitration.

               (1)     This  Agreement shall be construed and enforced according
to  the  laws  of  the  State of California, without regard to conflicts of laws
principles  thereof.

               (2)     All  legal  actions  arising  under this Agreement may be
instituted  in, and the Consultant,  and the Company consent to jurisdiction and
venue  in  the County of Orange, State of California and the County of Bergen in
the  State  of  New  Jersey.

               (3)     Except  for  claims  (or  the  portion  thereof)  seeking
injunctive  relief,  all  claims of breach of this Agreement by either party not
barred  and  foreclosed  shall be resolved by arbitration between the parties in
either Orange County, California or Bergen County, New Jersey under the auspices
of  and  pursuant  to  the  rules  for  commercial  arbitration  of the American
Arbitration  Association.  Any award thereon may include mandatory or injunctive
relief or a direction therefor in the discretion of the arbitrator(s).  Judgment
upon  an award duly rendered in such an arbitration proceeding may be entered by
the  party  in  whose  favor  the  award  has  been  made  in  any  court having
jurisdiction  to  do  so  and  over the party (including by contractual consent)
against  whom  such  award  has  been rendered.  Arbitration awards for money in
favor  of  the  Company  shall also be enforceable by it by charging the amounts
awarded  it  thereunder, in whole or in part, against and deducting such amounts
from  royalties  or  other payments then or thereafter owed to the Consultant by
the  Company  under  this  Agreement.


Consulting  Agreement  -  Page  8
<PAGE>
          h.     Counterparts  and  Facsimile  Signature.  This Agreement may be
signed  in  counterparts,  all  of  which when taken together shall constitute a
single  executed  document.  Signatures transmitted by facsimile shall be deemed
valid  execution  of  this  Agreement  binding  on  the  parties.

          i.     Headings.  The section headings contained in this Agreement are
for  reference  purposes  only  and  shall  not affect in any way the meaning or
interpretation  of  this  Agreement.

          j.     Survival.  The provisions of this Agreement that by their terms
or  context require performance after a termination as permitted by Section 4(a)
shall  remain  in  full  force  and  effect  following  any  such  termination.

IN  WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and
understood  each  and  every  provision  hereof,  the parties have executed this
Agreement  on  the  date  first  set  forth  above.

    Party  receiving  the  Services:

       HIENERGY  TECHNOLOGIES,  INC.



    By:  /s/  Barry  Alter
        ----------------------------------
        Barry  Alter,  CEO  and  President



    Party  providing  the  Services:

    YEFFET  SECURITY  CONSULTANT,  INC.



    By:   /s/  Isaac  Yeffet
        ----------------------------------
         Isaac  Yeffet,  President


Consulting  Agreement  -  Page  9
<PAGE>
                                    Exhibit A

                             STOCK OPTION AGREEMENT
                           (NONQUALIFIED STOCK OPTION)


OPTIONEE:                    Isaac  Yeffet

NUMBER  OF  SHARES:          1,000,000

OPTION  EXERCISE  PRICE:     $1.00  per  Share

DATE  OF  GRANT:             July  ____,  2002

EXERCISE  TERM:              Six  Years  from  the  Date  of  Grant

VESTING  SCHEDULE:           The option  will  vest as follows over the Exercise
                             Term:

                             Date  of  Grant                     500,000  shares

                             Date  following  the  Measurement
                             Period  (as  defined  in  the
                             Consulting  Agreement  (as  defined
                             below))                             500,000  shares


     THIS OPTION AGREEMENT (the "AGREEMENT") is entered into effective as of the
____ day of ___________________, 2002 by and between HIENERGY TECHNOLOGIES, INC.
(formerly  SLW  Enterprises Inc.) (the "Company"), a Washington corporation, and
the  individual  designated  above  (the  "Optionee").

                                    RECITALS
                                    --------

     WHEREAS,  a  consulting agreement (the "Consulting Agreement") was executed
between  Yeffet Security Consultant, Inc. ("Yeffet"), a corporation solely owned
by  the  Optionee, and HiEnergy Technologies, Inc., a Washington corporation, on
___________________,  2002;  and

     WHEREAS,  through  Yeffet  the  Optionee  has  agreed  to  perform valuable
services  for  the  Company;


Stock Option Agreement, Isaac Yeffet - Page 1
<PAGE>
     NOW, THEREFORE, the parties agree to the terms and conditions as follows:

1.   GRANT  OF  OPTION.

     1.1     Option.  An  option  to  purchase  shares  of  the Company's Common
             ------
Stock,  par  value  $0.0001  per  share, (the "Shares") is hereby granted to the
Optionee  (the  "Option").

     1.2     Number  of  Shares.  The  number  of  Shares  that the Optionee can
             ------------------
purchase  upon  exercise  of  the  Option  is  set  forth  above.

     1.3     Option Exercise Price.  The price the Optionee must pay to exercise
             ---------------------
the  Option  (the  "Option  Exercise  Price")  is  set  forth  above.

     1.4     Date  of  Grant.  The  date  the  Option  is  granted (the "Date of
             ---------------
Grant")  is  set  forth  above.

     1.5     Type  of Option.  The Option is intended to be a Nonqualified Stock
             ---------------
Option.  It  is  not intended to qualify as an Incentive Stock Option within the
meaning  of  Section  422  of the Internal Revenue Code of 1986, as amended from
time  to  time,  or  any  successor  provision  thereto.

     1.6     Condition.  The  Option  is conditioned on the Optionee's execution
             ---------
of this Agreement.  If this Agreement is not executed by the Optionee, it may be
canceled  by  the  Board.

2.   DURATION.

     The  Option  shall  be exercisable to the extent and in the manner provided
herein  during  the  Exercise Term, which is set forth above; provided, however,
that  the Option may be earlier terminated as provided in Section 1.6 or Section
5  hereof  or  in  the  Consulting  Agreement.

3.   VESTING.

     The Option shall vest, and may be exercised, with respect to the Shares, on
or after the dates set forth above, subject to earlier termination of the Option
as  provided  in  Section  1.6  and Section 5 hereof.  The right to purchase the
Shares  as  they become vested shall be cumulative and shall continue during the
Exercise  Term  unless sooner terminated as provided herein or in the Consulting
Agreement.

4.   MANNER  OF  EXERCISE  AND  PAYMENT.

     4.1     To  exercise the Option, the Optionee must deliver a completed copy
of  the  Option  Exercise  Form,  attached  hereto  as Exhibit A, to the address
indicated on such Form or such other address designated by the Company from time
to  time.  Contemporaneously  with the delivery of the Option Exercise Form, the
Optionee  shall


Stock Option Agreement, Isaac Yeffet - Page 2
<PAGE>
tender  the  Option Exercise Price to the Company, by cash, check, wire transfer
or such other method of payment (e.g., delivery or attestation of Shares already
owned) as may be acceptable to the Company. The Option may be exercised in whole
or  in  part  with  respect  to  the  vested  Shares. Within thirty (30) days of
delivery  of  the  Option Exercise Form and tender of the Option Exercise Price,
the  Company  shall  deliver certificates evidencing the Shares to the Optionee,
duly  endorsed  for  transfer  to  the  Optionee,  free  and clear of all liens,
security  interests,  pledges  or  other  claims  or  charges.

     4.2     The  Optionee  shall  not be deemed to be the holder of, or to have
any  of  the rights of a holder with respect to any Shares subject to the Option
until  (i)  the  Option  shall have been exercised pursuant to the terms of this
Agreement  and  the  Optionee  shall  have  paid the full purchase price for the
number  of Shares in respect of which the Option was exercised, (ii) the Company
shall  have  issued  and  delivered  the  Shares  to the Optionee, and (iii) the
Optionee's  name shall have been entered as a stockholder of record on the books
of  the  Company,  whereupon  the  Optionee  shall  have  full  voting and other
ownership  rights  with  respect  to  such  Shares.

5.   TERMINATION.

     5.1     Termination  Due  to  Death.  In  the  event  of  the  death of the
             ---------------------------
Optionee  during  the Term of the Consulting Agreement, any vested options shall
terminate  on  the  expiration date otherwise provided in this Agreement.  Under
these  circumstances,  the  Option will be exercisable at any time prior to such
termination  by  the  Optionee's  estate,  or by such person or persons who have
acquired  the  right  to  exercise the Option by bequest or by inheritance or by
reason  of  the  death  of  the Optionee.  Any nonvested options shall terminate
immediately  upon  the  death  of  the  Optionee.

     5.2     Termination  Due  to  Disability.  If  the  Optionee's  status as a
             --------------------------------
Consultant is terminated at any time during the Term of the Consulting Agreement
by  reason of a disability (within the meaning of Section 22(e)(3) of the Code),
any  vested options shall terminate on the expiration date otherwise provided in
this  Agreement.  Any  nonvested  options  shall  terminate  immediately  upon
termination  of  the  Optionee's  status  as  a  Consultant.

     5.3     Termination  of  Consulting  Agreement  for  Other Reasons.  If the
             ----------------------------------------------------------
Optionee's  status  as a Consultant is terminated at any time after the grant of
the  Option  for  any  reason  other  than  death  or disability, as provided in
Sections  5.1 and 5.2, then any vested options shall terminate on the expiration
date  otherwise  provided  in  this  Agreement.  Any  nonvested  options  shall
terminate  immediately  upon the effective date of termination of the Consulting
Agreement.


6.   TRANSFERABILITY.

     The  Optionee  may  transfer vested options in whole or in part, subject to
the consent of the Company, which shall not be unreasonably withheld, delayed or
conditioned;


Stock Option Agreement, Isaac Yeffet - Page 3
<PAGE>
provided,  however,  that the Optionee shall, in the case of each such transfer,
provide  the  Company  with  an  opinion of counsel reasonably acceptable to the
Company  (both as to substance and the competence of counsel) that such transfer
may  be  accomplished  in  accordance  with  all applicable securities laws. Any
transferee  shall  execute  a  writing in form and substance satisfactory to the
Company  and  its  counsel  agreeing to be bound by the terms of this Agreement.

7.   RESTRICTIONS  ON  THE  OPTIONS;  RESTRICTIONS  ON  THE  SHARES.

     The  Option,  whether  owned  by the Optionee or his transferee, may not be
exercised  at  any  time  unless, in the opinion of counsel for the Company, the
issuance  and  sale  of  the  Shares  issued  upon  such exercise is exempt from
registration  under  the  Securities  Act  of  1933,  as  amended,  or any other
applicable  federal  or  state securities law, rule or regulation, or the Shares
have been duly registered under such laws.  The Company shall not be required to
register  the  Shares  issuable  upon  the exercise of the Option under any such
laws.  Unless  the  Shares  have  been registered under all applicable laws, the
Optionee  (or  his  transferee, as the case may be) shall represent, warrant and
agree,  as  a condition to the exercise of the Option, that the Shares are being
purchased  for investment only and without a view to any sale or distribution of
such  Shares and that such Shares shall not be transferred or disposed of in any
manner without registration under such laws, unless it is the opinion of counsel
for  the  Company that such a disposition is exempt from such registration.  The
Optionee  (or  his  transferee,  as  the  case  may  be)  acknowledges  that  an
appropriate  legend,  in such form as the Company shall determine, giving notice
of  the  foregoing  restrictions  shall appear conspicuously on all certificates
evidencing  the Shares issued upon the exercise of the Option.  The Company may,
in  its  sole  discretion,  place  a  "Blue  Sky"  legend on the certificates in
accordance  with  U.S.  state  securities  laws  or  as  required  by applicable
securities  laws.


     The  Optionee (or his transferee, as the case may be) also acknowledges and
agrees that, in connection with any public offering of the Company's stock, upon
request  of  the  Company  or  the underwriters managing any underwritten public
offering of the Company's stock and making such request with the approval of the
Company's  Board  of Directors, not to sell, make any short sale of, loan, grant
any  option  for  the  purchase  of,  or  otherwise dispose of any of his Shares
without  the  prior  written consent of the Company or such underwriters, as the
case  may  be,  from  the effective date of such registration for so long as the
Company  or  the  underwriters  may  specify, but in any event not to exceed 180
days.


Stock Option Agreement, Isaac Yeffet - Page 4
<PAGE>
8.   NO  RIGHT  TO  CONTINUED  STATUS  AS  CONSULTANT.

     Nothing  in this Agreement shall be interpreted or construed to confer upon
the  Optionee  any  right  with  respect  to continuance as a Consultant for the
Company  or  any Parent or Subsidiary, nor shall this Agreement interfere in any
way  with  the  right  of the Company or a Parent or Subsidiary to terminate the
Optionee's  status  as  a  Consultant  at  any  time.

9.   ADJUSTMENTS  UPON  CERTAIN  EVENTS.

     9.1.     Adjustments  Upon  Changes  in  Capitalization.  Subject  to  any
              ----------------------------------------------
required  action  by  the  shareholders of the Company, the event of a change in
capitalization,  such  as a stock split or other subdivision or consolidation of
Shares  or  the  payment of any stock dividend consisting of Shares or any other
increase  or  decrease  in  the  number  of  Shares  effected without receipt of
consideration  by  the  Company,  the  Company  shall  make  appropriate  and
proportionate  adjustments  to  the  number  and  class of Shares subject to the
Option  and  the  purchase  price  for such Shares or other stock or securities;
provided, however, that conversion of the Option will not be deemed to have been
"effected  without  receipt of consideration".  Any adjustments as a result of a
change  in  the Company's capitalization will be made by the Board of Directors,
whose determination in that respect is final, binding and conclusive.  Except as
otherwise  expressly  provided  in this Section 9.1, any issue by the Company of
shares  of stock of any class, or securities convertible into shares of stock of
any  class,  shall  not affect the number of Shares or the exercise price of the
Shares  subject to the Option, and no adjustments in the Option shall be made by
reason  thereof.  The  grant of this Option does not in any way affect the right
or  power of the Company to make adjustments, reclassifications, reorganizations
or  changes  of  its  capital  or  business  structure.

     9.2.     Liquidation  or  Dissolution.  In  the  event  of a liquidation or
              ----------------------------
dissolution, any unexercised options will terminate. The Board of Directors may,
in its discretion, provide that the Optionee (or his transferee, as the case may
be)  will  have  the  right  to  exercise the Optionee's Option as to all of the
optioned  stock  prior  to  the  consummation of the liquidation or dissolution.

     9.3.     Change  of  Control, Merger, Sale of Assets, Etc.  In the event of
              ------------------------------------------------
the  sale or other transfer of the outstanding shares of stock of the Company in
one  transaction  or  a  series  of  related  transactions  or  a  merger  or
reorganization  of  the  Company  with  or  into  any  other  corporation, where
immediately  following  the  transaction, those persons who were shareholders of
the  Company  immediately  before  the  transaction control less than 50% of the
voting  power  of the surviving organization (a "change of control event") or in
the  event  of a proposed sale of substantially all of the assets of the Company
(collectively, "sale transaction"), the Option shall be assumed or replaced with
a  substitute  equivalent  option.


Stock Option Agreement, Isaac Yeffet - Page 5
<PAGE>
10.  WITHHOLDINGS  OF  TAXES.

     The Company shall have the right to deduct from any distribution of cash to
the  Optionee  (or  his  transferee,  as the case may be) an amount equal to the
federal,  state  and  local income taxes and other amounts as may be required by
law  to  be  withheld (the "Withholdings Taxes") with respect to the Option.  If
the  Optionee  (or  his  transferee,  as the case may be) is entitled to receive
Shares upon exercise of the Option, the Optionee (or his transferee, as the case
may  be)  shall pay the Withholdings Taxes (if any) to the Company in cash prior
to  the issuance of such Shares.  In satisfaction of the Withholdings Taxes, the
Optionee  (or  his  transferee,  as the case may be) may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Company,  to  have  withheld a portion of the Shares issuable to him or her upon
exercise  of  the  Option,  having  an  aggregate Fair Market Value equal to the
Withholdings  Taxes,  provided that, if the Optionee may be subject to liability
under  Section  16(b)  of  the  Exchange  Act, the election must comply with the
requirements  applicable  to  Share  transactions  by  such  Optionees.

11.  MODIFICATION  OF  AGREEMENT.

     This  Agreement  may be modified, amended, suspended or terminated, and any
terms  or conditions may be waived, only by a written instrument executed by the
parties  hereto.

12.  SEVERABILITY.

     Should  any  provision  of  this  Agreement be held by a court of competent
jurisdiction  to  be  unenforceable  or  invalid  for  any reason, the remaining
provisions  of  this  Agreement shall not be affected by such holdings and shall
continue  in  full  force  in  accordance  with  their  terms.

13.  GOVERNING  LAW.

     The  validity,  interpretation,  construction  and  performance  of  this
Agreement  shall  be  governed  by  the  laws of the State of California without
giving  effect  to  the  conflicts  of  laws  principles  thereof.

14.  SUCCESSORS  IN  INTEREST.

     This  Agreement  shall  be  binding  upon, and inure to the benefit of, the
Company  and  its successors and assigns, and upon any person acquiring, whether
by  merger,  consolidation,  reorganization,  purchase  of  stock  or assets, or
otherwise,  all or substantially all of the Company's assets and business.  This
Agreement  shall  inure  to the benefit of the Optionee's transferees, heirs and
legal representatives.  All obligations imposed upon the Optionee and all rights
granted  to  the  Company  under  this  Agreement  shall  be  final, binding and
conclusive upon the Optionee's transferees, heirs, executors, administrators and
successors.


Stock Option Agreement, Isaac Yeffet - Page 6
<PAGE>
15.  RESOLUTION  OF  DISPUTES.

     Any dispute or disagreement which may arise under, or as a result of, or in
any  way  relate  to,  the  interpretation,  construction or application of this
Agreement  shall  be  determined  by  the  Board  of  Directors  of the Company;
provided,  however,  that  any  component  of  such a determination based on the
interpretation,  construction or application of the Consulting Agreement must be
established  as  provided  by  the Consulting Agreement.  Any determination made
hereunder shall be final, binding and conclusive on the Optionee and the Company
for  all  purposes.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  date  first  above  written.


HIENERGY  TECHNOLOGIES,  INC.


By: ________________________________

Name: ______________________________

Title: _____________________________


     By  signing  below,  Optionee  hereby accepts the Option subject to all its
terms  and  provisions.


OPTIONEE


Signature: _________________________

Print  Name: _______________________




                               [EXHIBIT  FOLLOWS]


Stock Option Agreement, Isaac Yeffet - Page 7
<PAGE>
                                    EXHIBIT A

                              OPTION EXERCISE FORM
                              --------------------

To:  HiEnergy  Technologies,  Inc.

     (1)  The  undersigned hereby elects to purchase the number of shares of the
          common  stock of HiEnergy Technologies, Inc. (the "Company") set forth
          below,  pursuant  to  the  terms  of  the Stock Option Agreement dated
          __________________,  2002,  tendering simultaneous full payment of the
          Total  Option  Exercise  Price  for  such  shares.



             Number  of  Shares:                    ________________  Shares

             Option  Exercise  Price  Per  Share:   x  $____________  per Share

             Total  Option  Exercise  Price:        =  $____________


     (2)  In  exercising  this  Option,  the  undersigned  hereby  confirms  and
          acknowledges  that:

          a)   the  shares  of Common Stock to be issued upon exercise are being
               acquired  solely  for the account of the undersigned and not as a
               nominee  for  any  other  party;  and

          b)   the  shares  of  Common  Stock to be issued upon exercise are not
               acquired  with  a  view  toward  distribution;  and

          c)   the  undersigned  is  an  "accredited  investor"  as that term is
               defined  in  Rule 501 of Regulation D under the Securities Act of
               1933,  as amended, and as provided in the Subscription Agreement;
               and

          d)   the  undersigned will not offer, sell or otherwise dispose of any
               such  shares  of  Common  Stock  except  pursuant to an effective
               registration, or an exemption therefrom, under the Securities Act
               of  1933, as amended, together with a similar exemption under the
               securities  laws  of  all  applicable  jurisdictions;  and

          e)   the  undersigned  otherwise  reaffirms  all  representations,
               warranties,  and  indemnifications  contained in the Stock Option
               Agreement  and Subscription Agreement, including, but not limited
               to,  those  contained in Section 7 of the Stock Option Agreement;
               and


Option Exercise Form - Page 1
<PAGE>
          f)   the undersigned has reviewed all of Company's public filings with
               the  Securities  and  Exchange  Commission;  and

          g)   the  undersigned  consents  to  delay  the exercise of the Option
               until,  in  the Company's judgment, the Company has disclosed any
               additional  matters that need to be disclosed to the undersigned,
               beyond  those contained in the public filings with the Securities
               and  Exchange  Commission.

     (3)  Subject  to  Section  (2),  please issue a certificate or certificates
          representing  said  shares  of  Common  Stock  in  the  name  of  the
          undersigned  as  instructed.

     (4)  Please  issue a new Option for the unexercised portion of the attached
          Option  in  the  name  of  the  undersigned.



This  ____  day  of __________, _____:


______________________________________
Signature


______________________________________
Print  Name  of  Signatory


______________________________________
Name  of  Entity  (if  applicable)


Send or deliver this Form with an original signature to:

HiEnergy  Technologies,  Inc.
Attn:  President
10  Mauchly  Drive
Irvine,  CA  92618
USA


Option Exercise Form - Page 2
<PAGE>