EXHIBIT 10.23


                              CONSULTING AGREEMENT

     This Consulting Agreement  ("Agreement") is entered into and effective this
25th day of September,  2002, by and between  HiEnergy  Technologies,  Inc. (the
"Company"),  a corporation organized and existing under the laws of the State of
Washington and located at 1601 Alton Parkway, Unit B, Irvine,  California 92606,
And Barry Alter (the "Consultant"), an individual located at 488 Melrose Avenue,
Toronto, ON M5M 2A2, CANADA.

     WHEREAS,  the Consultant has served as the President,  CEO and Treasurer of
the Company since February 2002; and

     WHEREAS,  the Company  desires to continue to benefit from the expertise of
the Consultant; and

     WHEREAS,  the Consultant  has the skills and resources  necessary to assist
the Company with raising additional funding;

NOW THEREFORE,  in  consideration of the promises and mutual covenants set forth
in this Agreement, the parties hereby agree as follows:

1. PERFORMANCE BY CONSULTANT

     The  Consultant  agrees to provide  consulting  services  (the  "Services")
specified in the Statement of Work attached hereto as Exhibit A.

2.   PAYMENT FOR SERVICES

a.   Fees.  The Company agrees to pay the Consultant for the Services based on a
     commission of $5,000 per month.

b.   Out-of-Pocket   Expenses.  The  Consultant  shall  be  reimbursed  for  all
     reasonable  out-of-pocket  expenses  directly related to performance of the
     Services.

3.   PERFORMANCE OF SERVICES

     The  Consultant  shall  perform the  Services in a  professional  manner in
accordance with accepted industry standards.  The Consultant shall determine the
manner in which the Services are to be  performed  and the specific  hours to be
worked by the Consultant. The Company will rely on the Consultant to work as
many  hours  as  may  be  reasonably   necessary  to  fulfill  the  Consultant's
obligations under this Agreement.


4. TERMINATION

a. Commencement. This Agreement shall commence on the date first set forth above
and shall  remain in effect for a period of twelve  (12)  months  (the  "Term").
Thereafter,  this Agreement shall be renewed  automatically without interruption
for another one (1) year period at the same terms,  conditions and  compensation
as set forth herein.  After the initial Term,  either party may notify the other
party,  in writing,  of its election not to renew, in which event this Agreement
will terminate ten (10) days after receipt of such notice. This Agreement may be
renewed  with  revised  terms,  conditions  and  compensation  only upon written
agreement of both parties.

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b. Termination. During the Term, this Agreement may be terminated as follows:

          i. By either  party,  at any time  during the term of this  Agreement,
     upon thirty (30) days written notice to the other party; or

          ii. by either party,  in the event the Company  terminates or suspends
     its business,  becomes  subject to any bankruptcy or insolvency  proceeding
     under  Federal or state  law,  or  becomes  subject to direct  control by a
     trustee or similar authority; or

          iii.  by the  Company,  if at any time after the  commencement  of the
     Services  by the  Consultant,  the  Company,  in its  reasonable  judgment,
     determines   that  such  Services  are   inadequate,   unsatisfactory,   or
     substantially   nonconforming  to  the   specifications   and  descriptions
     contained  herein  and the  problem  is not  remedied  within  twenty  (20)
     business days of the Consultant's  receipt of written notice describing the
     problem; or

          iv.  by the  Company,  if at any time  after the  commencement  of the
     Services  by the  Consultant,  the  Company,  in its  reasonable  judgment,
     determines  that the Consultant has committed a "for Cause"  violation.  In
     such an  instance,  the  Company  shall  have the right to  terminate  this
     Agreement  immediately  and have no further duty to fulfill its obligations
     under this  Agreement.  "For  Cause" is defined  as the  commission  of any
     grossly negligent or reckless act in connection with the performance of the
     Services or the commission of any crime by the Consultant.

In the event that any of the above  events  occurs to a party,  that party shall
immediately  notify the other party in writing of its occurrence,  which written
notice shall be effective upon mailing by first class mail,  FedEx or other such
delivery  services at the respective  addresses  provided by the parties in this
Agreement.

5. SUPPORT SERVICES

     The Company  will  provide  support  services,  including  office space and
secretarial services, for the benefit of the Consultant.


6. CONFIDENTIAL INFORMATION

a.  Non-Disclosure.  Each party  agrees  not to use,  disclose,  sell,  license,
publish,  reproduce or otherwise make available the Confidential  Information of
the other party except and only to the extent  necessary  to perform  under this
Agreement.   Each  party  agrees  to  secure  and  protect  the  other   party's
Confidential  Information  in a manner  consistent  with the  maintenance of the
other party's confidential and proprietary rights in the information and to take
appropriate action by instruction or agreement with its employees,
consultants  or other  agents  who are  permitted  access to the  other  party's
Confidential Information to satisfy its obligations under this Section.

b.  Definition.  "Confidential  Information"  means a party's  information,  not
generally  known  by  non-party  personnel,  used  by the  party  and  which  is
proprietary  to the party or the disclosure of which would be detrimental to the
party.  Confidential  Information includes, but is not limited to, the following
types of  information  (whether  or not  reduced  to writing  or  designated  as
confidential):

<PAGE>

          i. work product resulting from or related to Services  performed under
     this Agreement;

          ii. a party's computer software, including documentation;

          iii. a party's  internal  personnel,  financial,  marketing  and other
     business information and manner and method of conducting business;

          iv. a  party's  strategic,  operations  and other  business  plans and
     forecasts;

          v.  confidential  information  provided  by  or  regarding  a  party's
     employees, customers, vendors and other contractors; and

          vi. the existence of a contractual relationship between the parties.


7. INDEMNIFICATION

     The  Consultant  agrees to  indemnify  and shall hold  harmless  (including
payment of reasonable  attorneys' fees) the Company,  its corporate  affiliates,
and any  employee or agent  thereof  (each of the  foregoing  being  hereinafter
referred to individually as "Indemnified  Party") against all liability to third
parties (other than liability solely the fault of the Indemnified Party) arising
from or in connection with the Consultant's breach of his obligations under this
Agreement.  The Consultant's  obligation to indemnify any Indemnified Party will
survive the  expiration or termination of this Agreement by either party for any
reason.  The Company  shall  conduct the defense of any such third party  action
arising as described herein unless the Consultant and the Company shall mutually
agree that the Consultant will conduct the defense.

8. LIMITATION OF LIABILITY

     In no event shall  either of the parties  hereto be liable to the other for
the payment of any consequential,  indirect, or special damages,  including lost
profits. The provisions of this Section,  however, shall not apply in any way to
the Consultant's obligations to indemnify any Indemnified Party.

9. INJUNCTIVE RELIEF

     It is hereby  understood  and agreed that  damages  shall be an  inadequate
remedy in the event of a breach by the Consultant of this Agreement and that any
such breach by Consultant  will cause the Company great and  irreparable  injury
and  damage.  Accordingly,  the  Consultant  agrees  that the  Company  shall be
entitled,  without waiving any additional rights or remedies otherwise available
to the  Company  at law or in  equity or by  statute,  to  injunctive  and other
equitable  relief in the event of a breach or intended or  threatened  breach by
the Consultant.

10. OTHER PROVISIONS

a. Status as  Independent  Contractor.  The  Consultant  and the Company  hereby
acknowledge that the Consultant is an independent contractor. In his capacity as
a  consultant,  the  Consultant  agrees not to hold himself out as, nor take any
action from which third parties might reasonably infer that the Consultant is an
employee,  partner  or  agent  of,  or a joint  venturer  with the  Company.  In
addition,  the  Consultant  shall take no action which,  to the knowledge of the
Consultant,  binds,  or  purports  to  bind,  the  Company  to any  contract  or
agreement.

<PAGE>

b.  Applicable  Law and Forum.  This  Agreement  shall be construed and enforced
according  to the laws of the State of  California.  All legal  actions  arising
under this  Agreement  shall be instituted  in, and both the  Consultant and the
Company consent to jurisdiction in the County of Orange, State of California.

c. Assignment.  Neither party hereto may assign any of its rights or obligations
hereunder  without the prior written consent of the other party.  The Consultant
consents to the Company's assignment of its rights and obligations  hereunder in
connection with a business combination transaction.

d. Notices.  Any notice or other communication  required or permitted under this
Agreement  shall be given in writing and  delivered by hand or by  registered or
certified mail, postage prepaid and return receipt  requested,  to the following
persons (or their successors pursuant to due notice):


     If for the Company:        HiEnergy Technologies, Inc.
                                1601 Alton Parkway, Unit B
                                Irvine, CA 92606
                                Attn: President

     If for the Consultant:     Barry Alter
                                488 Melrose Avenue
                                Toronto, ON M5M 2A2
                                CANADA

Such  address  may be  changed  from time to time by either  party by  providing
written notice to the other in the manner set forth above.

e.  Waiver.  The  failure  of either  party to  enforce  any  provision  of this
Agreement shall not be construed as a waiver or limitation of that party's right
to  subsequently  enforce and compel strict  compliance  with every provision of
this Agreement.

f. Entire Agreement. This Agreement, including Exhibit A, constitutes the entire
agreement between the Consultant and the Company.

g. Headings.  The section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

h.  Amendments.  This  Agreement  may be modified or amended if the amendment is
made in writing and is signed by both parties.

i.  Severability.  If one or more  provisions  of this  Agreement are held to be
invalid or  unenforceable  under  applicable  law,  such  provision(s)  shall be
excluded  from  this  Agreement  and  the  balance  of the  Agreement  shall  be
interpreted  as if such  provision(s)  were excluded and shall be enforceable in
accordance with its terms.

<PAGE>

j.  Counterparts  and  Facsimile  Signature.  This  Agreement  may be  signed in
counterparts,  all of  which  when  taken  together  shall  constitute  a single
executed  document.  Signatures  transmitted by facsimile  shall be deemed valid
execution of this Agreement binding on the parties.

k. Agreement,  Read,  Understood and Fair. The Consultant has carefully read and
considered  all  provisions  of  this  Agreement  and  agrees  that  all  of the
transactions  set forth are fair and reasonable and are reasonably  required for
the protection of the interests of the Company.

<PAGE>

     IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read
and understood each and every provision  hereof,  the parties have executed this
Agreement on the date first set forth above.

COMPANY:

HIENERGY  TECHNOLOGIES,  INC.



By:    /s/  Tom  Pascoe
    ----------------------------
       Tom  Pascoe
       Its:  President  and  CEO



CONSULTANT:



   /s/  Barry  Alter
--------------------------------
   Barry  Alter

<PAGE>


                                   APPENDIX A

                                Statement of Work



The Consultant shall perform the following services for the Company:

1.

2.

3.