EXHIBIT 10.152

                        CONFIDENTIAL SETTLEMENT AGREEMENT

      This Confidential  Settlement  Agreement  ("Agreement") is entered into by
and between  CH2M Hill  Lockwood  Greene as the  successor  to  Lockwood  Greene
Engineers, Inc. ("LGE") and HiEnergy Technologies,  Inc. ("HiEnergy") as of this
20th Day of July,  2006.  LGE and  HiEnergy  are  referred to  sometimes  herein
individually as a "Party" and collectively as the "Parties".

                                    Recitals

      WHEREAS,  there is now pending in the County  Court at Law No. 2 of Dallas
County,  Texas that certain lawsuit styled Lockwood  Greene  Engineers,  Inc. v.
HiEnergy Technologies, Inc., Cause No. 05-12059-B (the "Suit") wherein LGE seeks
recovery of  $35,038.66 in amounts past due and owing from HiEnergy (the "Amount
Due"), plus interest, attorneys fees and costs, under theories of sworn account,
breach of contract and quantum meruit.

      WHEREAS,  on or about July 12,  2006,  LGE filed its  Motion  for  Summary
Judgment  in the Suit asking for  judgment  on the Amount Due,  plus an award of
$9,668.50 in attorneys fees through the summary  judgment  hearing,  interest as
allowed by law and costs;

      WHEREAS,  the Motion for  Summary  Judgment is set to be heard on July 28,
2006 and a trial of the Suit has been set for August 14,  2006,  if LGE's Motion
for Summary Judgment is not granted; and

      WHEREAS,  the Parties desire to compromise  their claims in order to avoid
the  uncertainty  and expense of further  litigation  according to the terms set
forth herein.

      NOW,  THEREFORE,  in consideration of the covenants and agreements  herein
set forth, and other good and valuable consideration, the Parties have agreed as
follows:

I. DEFINITIONS

(a) "Purchase  Order" means HiEnergy  Purchase Order Number G24AG7 issued to LGE
in the not to exceed  amount of  $82,875.00  and attached to  Plaintiff's  First
Amended Petition in the Suit as Exhibit "A".

(b) "Claims" means any and all actions,  causes of action,  suits,  liabilities,
fines,  penalties,   orders,  debts,  obligations,   sums  of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,  promises, variances, trespasses, damages, judgments, executions and
other claims and demands  whatsoever,  in law, in equity, or otherwise,  whether
known or unknown,  and whether or not  concealed  or hidden,  which exist or may
exist now,  including  but not limited to claims for money,  contract  balances,
additional services,  reimbursable expenses, interest, damages, attorneys' fees,
or otherwise and asserted or that could have been asserted in the Suit,  whether
by LGE or by HiEnergy,  and arising from the Purchase Order.  All claims arising
out of this Agreement or any claims arising in the future relating to any future
contracts,  transactions  or other  dealings  between the Parties are  expressly
excluded from the definition of Claims for purposes of this Agreement.


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II. TERMS AND CONDITIONS

The Parties  hereto  stipulate  and agree to resolve the matters  alleged in the
Suit and any Claims pursuant to the following terms and conditions:

      1. Confidentiality. In addition to any confidentiality requirements of the
Purchase Order which shall survive the execution of this Agreement, the entirety
of this Agreement shall be treated by the Parties as confidential  and its terms
may not be disclosed by the Parties or their counsel to any person or entity not
a party hereto, except to a party's outside auditors and counsel,  except to the
extent that such disclosure is required by law,  including,  without limitation,
disclosure in filings with the Securities and Exchange Commission,  or as may be
required to enforce the terms of this Agreement.  It shall not be a violation of
this  section for a Party to  disclose  upon  inquiry  that the dispute has been
resolved  to  the  Parties'   mutual   satisfaction   on   confidential   terms.
Notwithstanding  the  foregoing,  the  Parties  may  disclose  the terms of this
Agreement  to the extent  reasonably  required to insurers  in  connection  with
policy matters.

      2.  Payments.  HiEnergy  shall make cash  payments to LGE in the aggregate
amount of $40,000 in full  settlement of the matters alleged in the Suit and any
Claims, in four equal installments payable as follows:

            a. $10,000 on or before the close of business on July 21, 2006;

            b. $10,000 on or before the close of business on October 20, 2006;

            c.  $10,000 on or before the close of business on January 19,  2007;
and

            d. $10,000 on or before the close of business on April 20, 2007

Each of the above payments shall be made by cashier's check,  certified check or
wire transfer.

      3.  Dismissal  of Suit.  Following  the  execution  by the Parties of this
Agreement,  LGE shall  immediately  cause its attorneys to non-suit or otherwise
cause the Suit to be dismissed, without prejudice to the refiling of same.

      4.  Conditional  Release  by LGE.  Provided  and upon the  condition  that
HiEnergy shall pay LGE each of the installment  payments required by Paragraph 2
of this Agreement on or before the date when each such payment is due, then LGE,
for itself and its officers, directors, agents, employees, affiliates, partners,
members,  successors  and  assigns,  does hereby  release and forever  discharge
HiEnergy and its respective officers, directors, agents, employees,  affiliates,
partners, members, successors and assigns from the Claims. Upon LGE's receipt of
the last required installment payment required by Paragraph 2 of this Agreement,
and  provided  that  HiEnergy  shall have  timely  made each of the first  three
installment payments to LGE required by Paragraph 2 of this Agreement,  then the
foregoing  Conditional Release by LGE shall then become an unconditional release
by LGE of HiEnergy of the Claims.


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<PAGE>

      5. Failure to Comply.  In the event HiEnergy shall fail to make any or all
of the installment payments required by the this Agreement when due or otherwise
fail  perform its  obligations  hereunder,  and  provided  that LGE has provided
written  notice to HiEnergy of its default  under this  Agreement and a ten (10)
day  opportunity  to cure,  then LGE shall be free to refile  the Suit.  In such
event,  LGE's  damages shall only be reduced by the total amount of all payments
made by HiEnergy hereunder, it being expressly understood and agreed that in the
event LGE  refiles the Suit,  LGE shall be  entitled to recover any  outstanding
balance of the Amount Due, the full amount of its  attorneys'  fees  incurred in
collecting  the full  Amount  Due,  plus  interest as allowed by law on the full
Amount Due from the date payment of the Amount Due was  originally due LGE until
the date of actual  collection  of the full Amount Due or any part of the Amount
Due from HiEnergy.

      6.  Unconditional  Release  by  HiEnergy.  HiEnergy,  for  itself  and its
officers,   directors,   agents,  employees,   affiliates,   partners,  members,
successors and assigns,  does hereby  release and forever  discharge LGE and its
respective  officers,  directors,  agents,  employees,   affiliates,   partners,
members, successors and assigns from the Claims.

      7. Representations and Warranties

            a. LGE represents and warrants that it has not assigned, transferred
or conveyed,  or purported to have  assigned,  transferred  or conveyed,  to any
person or entity, any claim against HiEnergy, or any other right subject to this
Agreement.

            b. Each of the Parties  warrants to the other that this Agreement is
being entered into willingly and that no promises or  representations  have been
made which are not a part of this Agreement.

            c. Each of the  Parties  have  consulted  with  counsel of their own
choosing and has  participated  in drafting this Agreement and no party is to be
understood  to be the drafter of the  Agreement  for purposes of  construing  it
against the drafter.

      8.  Notices.  All  notices,  requests,  certifications,  demands  or other
communications  related in any way to this Agreement shall be in writing and may
be delivered by overnight courier or facsimile to the addresses  specified below
or such other  address as may be  designated  in writing by notice  given in the
manner herein provided:


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If to LGE:

      Vernon Howerton
      Jenkens & Gilchrist, P.C.
      1445 Ross Avenue, Ste 3200
      Dallas, TX  75202
      Tel. No.: (214) 855-4389
      Fax No.: (214) 855-4300 (fax)

If to HiEnergy:

      HiEnergy Technologies, Inc.
      Attn: Corporate Secretary
      1601-B Alton Parkway, Unit B
      Irvine, California 92606
      Tel. No.: (949) 757-0855
      Fax No.: (949) 757-1477

If  delivered  personally,  such  notice  shall be deemed to be  effective  upon
receipt. If notice is given by overnight courier, such notice shall be deemed to
be effective two (2) business  days  following  deposit with the courier.  If by
facsimile, such notice shall be deemed to be effective one (1) day following the
sending of the facsimile.

      9. Effect of Headings.  Paragraph headings appearing in this Agreement are
provided for  convenience of reference only, and shall in no way be construed to
alter or modify the text hereof.

      10. Binding on Successors and Assigns.  This Agreement  shall inure to the
benefit of and be binding in all respects upon the Parties' successors,  assigns
and transferees.

      11.  Applicable  Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Texas, as they exist as of the date of
this  Agreement.  In the event it  becomes  necessary  to refile  the Suit,  the
Parties agree to jurisdiction and venue in the courts Dallas County, Texas.

      12. Counterparts. This Agreement may be executed in any number of multiple
counterparts, each of which shall be an original, and shall comprise one and the
same document.


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      13.  Authority to Execute.  Each of the Parties and signatories  warrants,
covenants  and  represents  that it has executed or caused this  Agreement to be
executed  by duly  authorized  representatives  and that all  corporate  actions
necessary to create a binding and enforceable agreement have been taken.

HIENERGY TECHNOLOGIES, INC.             CH2M HILL LOCKWOOD GREENE


By:  /Roger W. A. Spillmann/            By:  /s/ Steve Yellin/
   --------------------------------        -------------------------------------
   Roger W.A. Spillmann - Pres/CEO         Steve Yellin, Managing Director

Date:    7/20/06                        Date:    7/20/06
     ------------------------------          -----------------------------------


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