EXHIBIT 10.118

                                                           Dr. Bogdan C. Maglich
                                                                    Chairman/CEO

June 20, 2005

Mr. Henry S. Sprintz 1040 Willow Glen Way San Jose, CA 95125

Dear Henry:

I am pleased to offer you the role of Divisional President Pro Tem of HiEnergy
Mgf. Company ("HiEnergy Mfg"), to be performed on a consulting basis for a
period of three (3) months, at which time an extended appointment would be
considered following a performance review.

Your engagement will be effective as early as June 20, 2005 under the following
terms and conditions:

      1.    a). Your tasks will focus on strategic planning, including the
            design and implementation of an operating and business plan for
            HiEnergy Mfg, as well as assisting management in the executing
            strategies that will allow the Company to advance its production
            efforts and other general corporate matters that I and/or the Board
            of Directors see fit and are acceptable to you; and b). You agree to
            deliver to management bi-weekly written reports of your activities
            and performance of your duties; and c). You agree to deliver to
            management a draft executive summary within two-weeks of your
            engagement and a draft operating and business plan at the end of the
            three-month period in connection with HiEnergy Mfg; and d). You will
            serve as a consultant to the Management Committee of HiEnergy
            Technology, Inc. and report directly to me.

      2.    You will be working four (4) days per week

      3.    a). Your salary will be computed on a full time annual base salary
            of $200,000, that is, $160,000 per annum for 4 days/wk; that is,
            $40,000 for the 3 month period; and b). 70% of the $40,000, or
            $28,000, will be paid in cash on bi-weekly basis, in equal
            installments; and c). 30% of the $40,000, or $12,000, will be
            deferred compensation to be paid in the form of three (3) Promissory
            Notes for the sum of $4,000 each, bearing 5% annualized interest,
            earned and issued at the end of each month of service and due 90
            days from issuance.

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Mr. Henry S. Sprintz
June 20, 2005
Page 2 of 3

      4.    The Company will make timely reimbursements for any pre-approved and
            programmed expenses that may be incurred by you. The Company shall
            pay or reimburse for the three month period of your engagement: a).
            Commuting expenses, including air travel, not to exceed the
            aggregate of $3,000; and b). Lodging expenses for three (3) nights
            per week, at a local hotel, not to exceed the aggregate of $5,000;
            and c). Automobile rental for the four (4) days in Irvine, not to
            exceed the aggregate of $2,500.

      5.    Upon acceptance of the engagement, the Company will grant you a
            warrant to purchase 30,000 shares of common stock of the Company,
            exercisable at a price no greater than the average trading price for
            the last thirty (30) days. The warrant will fully vest at the end of
            the three month period and its term shall be no longer than five (5)
            years.

      6.    In the event the Company files a registration statement on S-8, the
            Company has the option to prepay services, or settle any outstanding
            promissory notes, with S-8 stock with value equivalent to two (2)
            months of the above stated salary, the pro-rata portion of time not
            worked would be refundable to the Company if you were to voluntary
            resign or be fired for cause. In the event that the value of the
            stock falls between the date of receipt and the date you are able to
            liquidate such shares lawfully in the public market, the Company
            agrees to issue to you for no further consideration such additional
            number of shares as is equal to the dollar balance of compensation
            earned for which payment has not then been received directly or
            through the sale of stock (including any accrued interest
            hereunder).

      7.    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 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 the engagement, 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.

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Mr. Henry S. Sprintz
June 20, 2005
Page 3 of 3

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

Sincerely,

HiEnergy Technologies, Inc. by


/s/ Dr. Bogdan C. Maglich

Dr. Bogdan C. Maglich
Chairman & CEO

In acceptance of the above terms:


/s/ Henry S. Sprintz
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Henry S. Sprintz                            Date