EXHIBIT 10.6

                ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT

                    BY AND AMONG HIENERGY TECHNOLOGIES, INC.,

              HIENERGY MICRODEVICES, INC. AND DR. BOGDAN C. MAGLICH

     THIS  ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into
as  of the 16th day of July, 2002, by and among HiEnergy Technologies, Inc. (the
"Parent"  or  the  "Company"),  a Washington corporation, HiEnergy Microdevices,
Inc.  (the  "Subsidiary"),  a  Delaware  corporation,  and  Dr. Bogdan C. Magich
("Maglich"),  individually  (together,  the  "parties").

                                    RECITALS

     WHEREAS, an employment agreement (the "Employment Agreement") was entered
into by and between the Subsidiary and Maglich on March 6, 2002; and

     WHEREAS, the Subsidiary desires to assign to the Parent and the Parent
desires to assume from the Subsidiary the Employment Agreement; and

     WHEREAS, the Employment Agreement contains a provision (i) granting Maglich
an option to purchase 111,040 shares of Class A common stock of the Subsidiary
(the "Option"), which grant was approved by resolution of the Board of
Subsidiary at a meeting held on March 19, 2002, and (ii) promising to grant to
Maglich additional stock options (the "Additional Options") annually during the
term of the Employment Agreement; and

     WHEREAS, a separate Stock Option Agreement will be executed between the
Parent and Maglich granting Maglich an Option to purchase 2,482,011 shares of
common stock of the Parent in exchange for canceling the Option; and

     WHEREAS, the parties seek to amend the Employment Agreement with respect to
the Option and the Additional Options and to cancel the Option;

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

1.   AMENDMENT  NO.  1  TO  EMPLOYMENT  AGREEMENT

     a.     Definitions;  References.  All  capitalized  terms  used  in  this
            ------------------------
Amendment  No.  1  to  the  Employment Agreement ("Amendment No. 1") not defined
herein  shall  have  the  meanings  given  them  in  the  Employment  Agreement.
References  in  this  Amendment  No.  1 and in the Employment Agreement to "this
Agreement,"  "herein,"  "hereto"  and  words  of  similar  import shall mean the
Employment  Agreement  as  modified  by  this  Amendment  No. 1.


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     b.     Effect  of  Amendment  No.  1.  This  Amendment  No.  1 modifies the
            -----------------------------
Employment  Agreement.  The  Employment  Agreement, as amended by this Amendment
No. 1, is in full force and effect, and the parties hereby ratify and affirm the
same.  In  the  event  of  any conflict between the provisions of the Employment
Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall
control.

     c.     Amendment  of  Employment  Agreement  Section  4(d).  The Employment
            ---------------------------------------------------
Agreement  Section 4(d) is hereby superseded and replaced in its entirety by the
following:

     (d)    Stock  Options.
            ---------------

     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 percent (1%)
     per  annum  of the Company's common 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.

     d.     Purpose  and  Effect.  The  purpose  of  this  Amendment No. 1 is to
            --------------------
revise the provision concerning the grant of the Additional Options to allow for
the  grant  of  the  stock  options from the Parent through one or more separate
stock  option  agreements.

2.   CANCELLATION  OF  OPTION

     Maglich  hereby  agrees  to  rescind  the grant of the Option to him by the
Company  through the Employment Agreement.  The Parties agree that the Option is
hereby  cancelled.  Upon  execution  of this Agreement and effective as of April
24,  2002,  Maglich  no  longer  holds  the  Option  to  purchase  shares of the
Subsidiary's or the Company's common stock pursuant to the Employment Agreement.
Upon  execution  of  this  Agreement  and  effective  as  of April 24, 2002, the
Subsidiary  no  longer  has any stock options outstanding in the name of Maglich
nor  has  any  obligation  to  issue  stock  options  to  Maglich.

3.   ASSIGNMENT  AND  ASSUMPTION

     The  Subsidiary  hereby assigns all of its right, title and interest in and
to  the  Employment  Agreement  to  the  Parent.  The Parent hereby accepts such
assignment,  assumes  all  obligations  of  the  Subsidiary  arising  out of the
Employment  Agreement  and  agrees to indemnify and hold the Subsidiary harmless
from  any  liabilities,  claims  or  demands  based  upon  or  arising under the
Employment  Agreement.

4.   OTHER PROVISIONS


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     a.     Applicable  Law  and  Forum.  This  Agreement shall be construed and
            ---------------------------
enforced  according  to  the laws of the State of California.  All legal actions
arising  under this Agreement shall be instituted in, and each party consents to
jurisdiction  in  the  County  of  Orange,  State  of  California.

     b.     Notices.  Any  notice  or  other communication required or permitted
            -------
under  this  Agreement  shall  be  given  in writing and delivered by hand or by
registered  or  certified mail, postage prepaid and return receipt requested, to
the  following  persons  (or  their  successors  pursuant  to  due  notice):

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

     If to the Subsidiary:      HiEnergy Microdevices, Inc.
                                10 Mauchly Drive
                                Irvine, CA  92618
                                Attn: President

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

Such  address may be changed from time to time by any party by providing written
notice  to  the  other  parties  in  the  manner  set  forth  above.

     c.     Waiver.  The failure of the parties 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.

     d.     Entire  Agreement.  This  Agreement constitutes the entire agreement
            -----------------
between  the  parties.

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

     f.     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.


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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.


HIENERGY MICRODEVICES, INC.                HIENERGY TECHNOLOGIES, INC.



By:    /s/  Gregory F. Gilbert             By:   /s/  Barry Alter
   -----------------------------              --------------------------------
   Gregory F. Gilbert, President              Barry Alter, President and CEO




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



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