EXHIBIT 10.84

13 April 2004

Dr. Bogdan Castle Maglich, M.Sc., Ph.D., F.A.P.S.
Chairman & Chief Scientific Officer
HiEnergy Technologies, Inc.
1601B Alton Parkway
Irvine, CA 92606

Dear Dr. Maglich:

Subject:   Proposal for Preliminary Manufacturing Facility Assessment Consulting
           Services Within the Framework of the DFW Homeland Security Alliance's
           Initiative Lockwood Greene Proposal No. DA-04-0052

Lockwood Greene is pleased to have this opportunity to provide assistance to
HiEnergy during this crucial period of development for your business. We propose
to provide a preliminary study and develop an understanding for the elements of
a facility to build your detection devices and meet your anticipated capacity
requirements.

BACKGROUND

HiEnergy Technologies, Inc. has developed Stoichiometer technology capable of
non-evasively detecting chemical formulas of explosives and other illicit
substances. This technology has allowed HiEnergy Technologies to create a family
of products for several markets and applications including: airport and customs
screening; biological weapons, landmine and bomb squad explosive detection; and
industrial quality control processing. HiEnergy Technologies has built and
successfully tested products around this technology and need to quickly define
the manufacturing, resources that will be needed to commercially produce these
products. Based on our initial assessments and understanding of the potential
market, we would propose evaluation of a manufacturing facility with a capacity
to produce up to 1,000 units per year.

Lockwood Greene proposes, as a first step in this process, to conduct a
preliminary manufacturing-needs assessment with HiEnergy Technologies around
this current family of products.

SCOPE OF WORK

Lockwood Greene will provide the following services under this proposal:

1.    Meet with HiEnergy Technologies' personnel for up to a two-day period in
      Irvine, California for the purpose of obtaining information on the
      physical make-up of the current HiEnergy Technologies family of products.

2.    Conduct analysis of manufacturing needs based on product information.
<PAGE>

Dr. Bogdan Castle Maglich
HiEnergy Technologies, Inc.
13 April 2004
Page 2 of 3

3.    Determine site requirements - size, containment, and other special needs
      identified by HiEnergy.

4.    Provide a report with preliminary layout and estimates of facility needs
      for commercial production of these products.


DELIVERABLE AND OUTPUT RESULTS

From the information obtained during the joint HiEnergy/Lockwood Greene meeting,
Lockwood Greene will conduct studies and assemble a report of estimated facility
and other resource needs required to manufacture HiEnergy's family of products
for commercial production. It is anticipated that the following topics will be
addressed in the report:

1.    Physical manufacturing facility with functional block area sizing and
      layout depicting fabrication, sub-assembly, and final assembly
      requirements.
2.    Warehousing requirements and layout
3.    Shielding requirements
4.    Security requirements
5.    Office and support area estimates and layout
6.    Quality and testing area requirements and layout
7.    Preliminary make/buy recommendations based on manufacturing needs
8.    Rough-order-of-magnitude capital cost requirement
9.    Estimated production headcount
10.   Estimated milestone facility design and construction schedule
11.   List of concept assumptions

It is understood that the information presented in this report will be a very
high-level view of the facility requirements for the manufacture of these
products and is intended to provide HiEnergy Technologies' management an
estimate only of these needs. The information within this report will provide a
good platform to enter the more detailed concept design activity of a
Visioneering Session.

TO BE PROVIDED BY HIENERGY TECHNOLOGIES

In order to facilitate this report, HiEnergy Technologies, Inc. will need to
have available as much of the following information as possible prior to the
meeting with Lockwood Greene Consulting:

1.    A detailed parts list for each product to be considered in the analysis
2.    Known information about manufacturing/assembly process steps
3.    All known material, tolerance, and finish requirements for each component
4.    Information regarding hazardous materials and radiation levels
5.    Identification of current manufacturer/supplier of each part

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Dr. Bogdan Castle Maglich
HiEnergy Technologies, Inc.
13 April 2004
Page 3 of 3

6.    All known and anticipated testing requirements for materials, individual
      components and assemblies
7.    Identification of any processes that cannot be outsourced due to their
      proprietary nature
8.    Estimate of five-year sales/ production rate per product
9.    Access to HiEnergy Technologies' personnel during the joint meeting and
      during the analysis period

COMPENSATION

We propose to complete this effort for a fixed fee of $8,940, plus expenses
incurred. We anticipate that expenses will not exceed $2,000. Expenses will be
invoiced to HiEnergy with backup documentation as a pass-trough for incurred
expenses only.

Sincerely,
LOCKWOOD GREENE

/s/ Stephen L. Yellin

Stephen L. Yellin
Group Director Advance Technology Western Division

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APPROVED BY:

HIENERGY TECHNOLOGIES, INC.

/s/ Bogdan C. Maglich                                         April 13, 2004
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Signature                                                     Date


This proposal, including all data contained herein, is proprietary and shall not
 be disclosed to third parties without the express consent of Lockwood Greene.