EXHIBIT 10.138


                                   ASSIGNMENT

        WHEREAS, I, Bogdan Castle Maglich, a United States citizen, residing at
559 Vista Flora, Newport Beach, California, 92660 have invented certain new and
useful improvements in a "METHOD AND APPARATUS FOR DETECTING, LOCATING AND
ANALYZING CHEMICAL COMPOUNDS USING SUBATOMIC PARTICLE ACTIVATION" for which I
have submitted Patent Application in the United States, 09/788,736.

        AND WHEREAS, HiEnergy Microdevices, Inc. (hereinafter "ASSIGNEE"), a
Delaware Corporation, with its principal place of business at 10 Mauchly Drive,
Irvine, California, 92618 desires to acquire the entire right, title, and
interest in and to the said improvements and the said Letters Patent:

        NOW, THEREFORE, in consideration of Shareholder Equity and the sum of
One Dollar ($1.00) to me in hand paid, and other good and valuable
consideration, the receipt of which is hereby acknowledge, I, the said inventor,
do hereby acknowledge that I have sold, assigned, transferred and set over, and
by these presents do hereby sell, assign, transfer and set over, unto the said
ASSIGNEE, its successors, legal representatives, and assigns, the entire right,
title, and interest throughout the world in, to, and under the said
improvements, and the said application and all provisional applications relating
thereto, and all divisions, renewals, and continuations thereof, and all Letters
Patent of the United States which may be granted thereon and all reissues and
extensions thereof, and all rights of priority under International Conventions
and applications for Letters Patent which may hereafter be filed for said
improvements in any country or countries foreign to the United States, and all
Letters Patent which may be granted for said improvements in any country or
countries foreign to the United States and all extensions, renewals and reissues
therefore; and I hereby authorize and request the Commissioner of Patents of the
United States, and any Official of any country or countries foreign to the
United States, whose duty it is to issue patents on applications as aforesaid,
to issue all Letters Patent for said improvements and all Letters Patents
resulting from the Patent Application to ASSIGNEE, its successors, legal
representatives, and assigns, in accordance with the terms of this instrument.

        AND I HEREBY covenant and agree that it will communicate to ASSIGNEE,
its successors, legal representatives and assigns any facts known to me
respecting said improvements, and testify in any legal proceeding, sign all
lawful papers, execute all divisional, continuing and reissue applications, make
all rightful oaths and generally do everything possible to aid the said
ASSIGNEE, its successors, legal representatives and assigns, to obtain and
enforce proper patent protection for said improvements in all countries.


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        IN TESTIMONY WHEREOF, I hereunto set my hand and seal this 26th day of
March, 2002.

                     /s/ Bogdan C. Maglich
                     --------------------------------------
                     Bogdan C. Maglich, Ph.D.

STATE OF CA            |
                       |       ss.
COUNTY OF ORANGE       |

        On March 26, 2002, before me, BOGDAN CASTLE MAGLICH, personally appeared
Bogdan Castle Maglich personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument, and acknowledged to me that he executed the same in his
authorized capacity(ies), and by his signature on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.

        WITNESS my hand and official seal.

[SEAL]                  /s/ James L. McDaniel
                        --------------------------------------
                        Notary Signature