EXHIBIT 10.148

                              DR Vladivoj Valkovic
                                   Prilesje 4
                                  10000 ZAGREB
                                     Croatia


                                                               February 16, 2006

Dr. Bogdan C. Maglich
Chairman and Chief Executive Officer
HiEnergy Technologies, Inc.
1601B Alton Parkway
Irvine, CA  92606

RE: HiEnergy Technologies, Inc.  - Engagement Letter

Dear Sir,

This letter will confirm our mutual understanding concerning advisory and
consulting services that I, Dr. Vladivoj Valkoviae ("Valkoviae"), will render to
HiEnergy Technologies, Inc. and/or its subsidiaries ("HiEnergy"), as described
herein.

      Services
      --------

      1.    Valkovic will provide HiEnergy with advisory services to assist
            HiEnergy in product and technology sales, promotion, research,
            product development and integration, and technology licensing and
            funding opportunities.

            The services provided by Valkovia will include (but not be limited
            to):

            o     Sales of all HiEnergy's products and re-sale technologies in
                  Europe and Africa;

            o     Significant participation in the projects funded by NATO,
                  IAEA, EU and local governments;

            o     Organizing conferences, seminars, shows, exhibits, meetings
                  and other events in Europe including TV and radio shows in
                  which HiEnergy and its products will receive prominent role;
                  and

            o     Producing publications, CD's, films, books in which HiEnergy
                  and its products will receive prominent role.

      Compensation
      ------------

      2.    HiEnergy will pay Valkoviae a retainer of $40,000 for aforementioned
            services to be rendered to HiEnergy. Said retainer will be pre-paid
            in the form of restricted stock, which is to be filed under a
            Registration Statement on Form S-8 and would be cancelable, or
            refundable to the Company, if Valkoviae voluntary resigns and/or
            cancels the engagement prior to performing any of the Services under
            the Engagement. 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 retainer compensation
            earned for which payment has not then been received directly or
            through the sale of stock. Valkoviae is not obligated to sell the
            shares and, in the event the value of shares appreciates above the
            value of the above stated retainer, Valkoviae shall not be obligated
            to pay any surplus to HiEnergy. The payment of the retainer shall be
            conditional upon the delivery to management of monthly written
            reports of your activities and performance of the Services.

<PAGE>

Dr. Bogdan C. Maglich
Page 2 of 3


      3.    HiEnergy agrees to reimburse Valkoviae for all reasonable
            out-of-pocket expenses directly related to performance of the
            Services, provided that such expenses are agreed in writing in
            advance.

      4.    In addition to the compensation provided above, Valkoviae shall
            receive from HiEnergy success fees for non-investment related
            activities, as follows:

            o     With respect to the occurrence of other objectives or
                  transactions (e.g., introductions to strategic partners and
                  the formation of joint-ventures, alliances, etc.), HiEnergy
                  will pay Valkoviae a percentage of the net value of the
                  transaction consummated between HiEnergy and any party
                  introduced by Valkoviae, which remuneration will be determined
                  and mutually agreed upon by Valkoviae and HiEnergy, on a case
                  by case basis, during the course of this engagement.

            In the event there is a dispute as to the valuation of any
            transaction, business opportunity, joint-venture and/or alliance
            resulting from the activities of Valkoviae and accepted by HiEnergy,
            both parties agree to will rely mutually agreeable independent
            valuation agent and will honor the non-circumvention rights of the
            other as established under separate agreement during the period of
            said dispute.

      5.    If at any time within one (1) year following the termination of this
            engagement, or any extension hereof, a transaction occurs between
            HiEnergy and a party to whom HiEnergy was introduced by Valkoviae,
            Valkoviae shall be entitled to the remuneration previously
            stipulated in paragraph 4 above; provided that a written list of all
            introduced parties is provided to HiEnergy within fifteen (15)
            business days after the expiration or termination of this
            engagement.

      General Terms
      -------------

      6.    This engagement may be terminated by either party upon sixty (60)
            days written notice to the other.

      7.    Valkoviae will treat as confidential all information concerning
            HiEnergy that comes into its possession by reason of this engagement
            under the terms of a Proprietary Information Agreement dated
            February 13, 2006.

      8.    Valkovic will indemnify HiEnergy (including any affiliated companies
            and any of its affiliates, officers, directors, employees or
            controlling persons) from and against all claims, liabilities,
            losses, damages and expenses incurred that relate to or arise out of
            this engagement. Valkoviae will not, however, be responsible for any
            claims, liabilities, losses, damages or expenses to the extent that
            they result primarily from actions taken by HiEnergy through bad
            faith or negligence.

<PAGE>

Dr. Bogdan C. Maglich
Page 3 of 3


      9.    This engagement may not be assigned by either party without the
            express written consent of the other party. If any provision of this
            engagement is found to be illegal or invalid, the remaining
            provisions shall remain in full force and effect in accordance with
            their terms. No delay or omission by either party in exercising any
            right under this engagement shall operate as a waiver of that or any
            other right.

      10.   This engagement constitutes the entire agreement between the parties
            relating to the subject matter herein and supersedes all prior
            agreements and understandings between the parties, whether written
            or oral. This engagement may be amended or modified only by a
            written instrument executed by both parties. This engagement shall
            be governed by California law, without regard to its conflict of law
            provisions.

      11.   The benefits, obligations and liabilities assumed in this engagement
            by the parties hereto shall be binding upon their respective
            successors and assigns.

      12.   This engagement is renewable upon completion by mutual agreement.

Should HiEnergy Technologies, Inc. agree to proceed on this basis, please date,
sign and return the duplicate of this letter to me by facsimile.

Sincerely,


/s/ V. Valkovic                         February 16, 2006
------------------------------          -------------------
Dr. Vladivoj Valkovic                   Dated


/s/ Bogdan C. Maglich                   February 16, 2006
------------------------------          -------------------
Dr. BogdanMaglich CEO/Chairman          Dated