EXHIBIT 10.32


                       SEABURY TRANSPORTATION ADVISORS LLC


December 16, 2002

CONFIDENTIAL

Mr. Thomas Pascoe
President & Chief Executive Officer
HiEnergy Technologies, Inc.
1601 Alton Parkway, Unit B
Irvine, California 92606

Re: Engagement of Seabury

Gentlemen:

This letter  agreement  (this  "Agreement")  confirms the  engagement of Seabury
Transportation  Advisors LLC and the  designated  NASD-registered  broker-dealer
affiliate of Seabury Transportation  Advisors LLC,  (collectively  "Seabury") by
HiEnergy Technologies,  Inc. ("HiEnergy" or the "Company") as placement agent to
arrange the sale of equity or  equity-linked  securities (the  "Securities")  on
behalf of the Company.  The sale of Securities (the "Financing" or "Financings")
may occur through a private  placement  pursuant to one or more  exemptions from
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"),  and in compliance  with  applicable  securities laws of states and other
jurisdictions ("Blue Sky Laws").

     1.  Retention.  Subject  to the terms  and  conditions  of this  Agreement,
HiEnergy  hereby  engages  Seabury to act on behalf of the Company as  placement
agent during the Authorization  Period (as defined below) to arrange the sale of
Securities  in  the  amount  of  approximately  $15  million  and on  terms  and
conditions   satisfactory  to  the  Company  and  Seabury  hereby  accepts  such
engagement.

Subject to the exceptions set forth below, (a) during the Authorization  Period,
HiEnergy shall not, and shall not permit its affiliates or their representatives
to,  directly or indirectly,  (i) offer any Securities for sale to, or otherwise
contact,  discuss  or  negotiate  with  respect  to any  offer  or  sale  of any
Securities with, any person,  (ii) authorize anyone other than Seabury to act on
behalf of the Company to place any  Securities or (iii) have any  discussions or
negotiations  with any person other than  Seabury with respect to engaging  such
person as a finder,  broker,  dealer,  agent or financial  advisor in connection
with any sale of  Securities;  and (b)  HiEnergy  shall,  and  shall  cause  its
affiliates and its and their officers, directors,  employees and representatives
to,  promptly refer to Seabury all offers,  inquiries and proposals  relating to
any Securities received at any time during the Authorization Period.

Although Seabury is retained on a non-exclusive  basis by HiEnergy,  the Company
agrees that HC Wainwright is the only financial  intermediary currently retained
by the  company  and is focused on  individual  investors.  Wainwright  will not
approach  institutional  investors or strategic  partners without the consent of
both  Seabury  and  HiEnergy.  In  addition,  due to SEC and  NASD  regulations,
HiEnergy will ensure that Seabury is provided with, and consents to, any and all


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material HC Wainwright  delivers to potential  investors in order to ensure that
it  materially  conforms to the  material  HiEnergy and Seabury have created for
distribution to potential investors. If HiEnergy in its sole discretion deems it
appropriate,  HiEnergy  may direct  Wainwright  and retain such other  placement
agents as it sees fit to conduct a private placement with registration rights to
investors  other than  institutional  investors or strategic  partners.  Seabury
acknowledges  that HiEnergy is in discussions with respect to a placement in the
$3 million to $5 million  range,  in which the parties do not expect  Seabury to
participate.

     2. Authorization Period. Seabury's engagement shall become effective on the
date hereof and, unless  extended by HiEnergy and Seabury,  shall expire one (1)
year after the signing of this  Agreement.  In the event that there has not been
an  acceptable  term sheet  regarding a Financing  within one hundred and eighty
(180) days of the execution of this Agreement,  or a closing of such a Financing
within two hundred  forty (240) days of the  execution  of this  Agreement,  the
Company may terminate (either a "Company  Termination  Event") this Agreement in
writing  upon ten days  notice.  The period  from the date  hereof  through  the
expiration of this Agreement is called the "Authorization  Period." In the event
of a material change  affecting  Seabury's status as a company or related to its
personnel  occurs,  the Company may terminate this Agreement in writing upon ten
days notice.

     3.  Compensation.  HiEnergy  shall pay Seabury the  compensation  set forth
below:

     a. Fee. In consideration  for entering into this agreement,  HiEnergy shall
pay Seabury a retainer fee of $25,000 in cash upon  execution of this  Agreement
and  $25,000 in cash on March 1, 2003.  HiEnergy  shall also pay  Seabury a cash
placement  fee equal to 8.0% on that  portion  of any gross  proceeds  placed by
Seabury  and  received  by  the  Company  (the  "Aggregate   Consideration")  in
connection  with the  Financings  thereafter.  The cash  placement  fee shall be
payable on the closing date on which such Aggregate Consideration is received by
the Company.

     b.  Placement  Agent  Warrants.  On each  closing  date on which  Aggregate
Consideration is paid or becomes payable, HiEnergy shall issue to Seabury or its
permitted  assigns  warrants (the  "Warrants")  to provide 10% warrant  coverage
based on the Aggregate  Consideration  received from  purchasers  divided by the
exercise  price.  The exercise price of the Warrants shall be equal to the price
at  which  common  equity  of the  Company  is  issued  (or in  the  event  of a
convertible security,  the conversion price or exercise price into common equity
on the  closing  date).  The  Warrants  shall be  exercisable  after the date of
issuance  and  shall  expire  five  years  after  the date of  issuance,  unless
otherwise  extended by the Company.  The Warrants shall be  substantially in the
form  of  Exhibit  3(b)  hereto.  The  Warrants  shall  also  include  piggyback
registration  rights.  The Warrants shall be  transferable  within  Seabury,  at
Seabury's  discretion.  Notwithstanding the foregoing,  the compensation payable
under this  section may be paid in  HiEnergy  common  shares,  subject to mutual
agreement between Seabury and HiEnergy.

       c. Tail Period. HiEnergy shall, and shall cause its affiliates to, pay to
Seabury  all  compensation  described  in this  Section  3 with  respect  to all
Securities  including  debt,  convertible  debt or any equity or debt investment
sold to a purchaser or purchasers at any time prior to the  expiration of twelve
(12) months after the  expiration of this  Agreement  (the "Tail Period") if (i)
such  purchaser or purchasers  were  identified to the Company by Seabury during


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the Authorization  Period, (ii) Seabury advised the Company with respect to such
purchaser or purchasers during the Authorization  Period or (iii) the Company or
Seabury had substantive  discussions with such purchaser or purchasers regarding
a  significant   investment  in  HiEnergy  during  the   Authorization   Period.
Notwithstanding the foregoing, in the event the Agreement is terminated due to a
Company  Termination  Event, (1) the Tail Period shall be reduced to a period of
six months after expiration of this Agreement and (2) the corresponding cash fee
percentage shall be reduced to 4% from 8% and the corresponding warrant coverage
percentage shall be reduced to 4% from 10%.

     4. Reimbursements. Regardless of whether the Private Placements or sales of
Securities are consummated,  the Company shall reimburse  Seabury for all of its
reasonable  out-of-pocket  expenses,  not to exceed $10,000  without the written
consent of HiEnergy,  incurred in connection with its engagement,  including the
fees and  disbursements  of counsel for  Seabury and the  expenses of any travel
that may be necessary.

     5.  Representations.   Warranties  and  Covenants  of  HiEnergy.   HiEnergy
represents and warrants to, and covenants with, Seabury as follows:

     a. Neither the Company nor any person  acting on its behalf has taken,  and
HiEnergy  shall not and shall not permit its  affiliates  to take,  directly  or
indirectly,  any action so as to cause any of the  transactions  contemplated by
this  agreement  to  fail to be  entitled  to  exemption  from  registration  or
qualification under all applicable  securities laws or which constitutes general
advertising  or general  solicitation  (as those terms are used in  Regulation D
under the Securities Act) with respect to the Securities.

      b. HiEnergy shall take and shall cause its affiliates to take such actions
as may be required to cause compliance with this Agreement. Seabury acknowledges
that  HiEnergy  may cause  its  affiliates  to  perform  any of its  obligations
hereunder;  provided, however, that HiEnergy's intention to do so (or any action
by HiEnergy or Seabury in respect  thereof) shall not relieve  HiEnergy from its
obligation to perform such obligations when due.

      c. HiEnergy shall render its performance  hereunder in compliance with all
applicable laws.

6. Representations,  Warranties and Covenants of Seabury. Seabury represents and
warrants to, and covenants with, HiEnergy as follows:

      a. None of  Seabury,  its  affiliates  or any  person  acting on behalf of
Seabury or any of such  affiliates  has  engaged or will  engage in any  general
solicitation  or general  advertising  (as those terms are used in  Regulation D
under the Securities Act) with respect to the Securities.

     b.  Seabury  will use its best  efforts to conduct the offering and sale of
Securities  so  that   Securities  are  sold  in  a  transaction  or  series  of
transactions exempt from registration under the Securities Act.

     c. Seabury shall render its  performance  hereunder in compliance  with all
applicable  laws.  Seabury  shall  deliver  to  potential  investors  only those
materials  that  HiEnergy and Seabury have created and HiEnergy has approved for
distribution to potential investors.

     d. Seabury will send materials  related to the  Financings  only to persons
that the Seabury  reasonably  believes are  "accredited  investors"  (as defined
under Rule 501(a) of the Securities Act).


<PAGE>


     7.  Indemnification.  The Company agrees to the  indemnification  and other
agreements set forth in the attached  Indemnification  Agreement, the provisions
of which are incorporated herein by reference.

     8. Subsequent Offerings.  Seabury shall have the right from the date hereof
until  twelve  months  after the  expiration  of this  Agreement,  to act as the
managing  placement agent in connection with the sale of equity or equity-linked
securities  through a Private Placement.  In addition,  during the Authorization
Period and for two years thereafter, Seabury shall have the right to participate
as a co-manager,  on a non-risk basis in an underwritten  public offering of the
Company's   securities   and,  unless   otherwise   determined  by  HiEnergy  in
consultation with the lead managing underwriter, Seabury shall receive a minimum
allocation of 10% of the gross underwriting fees and any non-accountable expense
allowances,  and Seabury's name shall appear as a co-managing underwriter on the
cover of any prospectus  used in connection  with any sale of equity  securities
described  in this  clause.  Seabury  agrees  to  consider  alternate  roles and
proportionate  economically comparable compensation arrangements if HiEnergy, in
consultation  with  the  lead  managing  underwriter,   determines  that  market
conditions are not favorable to the allocations  contemplated by this Section 8.
Notwithstanding  the other provisions of this Section 8, Seabury shall have none
of the  rights  contemplated  by this  Section 8 in the event the  Agreement  is
terminated due to a Company Termination Event.

     9. Mergers & Acquisitions.  During the Authorization Period,  Seabury shall
act as the  financial  advisor to the  Company  with  respect  to any  potential
business combination involving the Company, including acquisitions or mergers or
the sale of the  Company  or  certain  assets or  divisions  of the  Company  (a
"Business   Combination").   Seabury  shall  be  compensated  for  any  Business
Combination  completed  during the  Authorization  Period or for the twelve (12)
month  period  thereafter  (the "Tail  Period")  with any  person  with whom the
Company or Seabury had substantive  discussions regarding a Business Combination
during the  Authorization  Period.  HiEnergy  shall pay  Seabury an amount  (the
'Transaction Fee") according to the schedule hereunder, based on the transaction
value,  which  is  payable  in  cash  on  the  closing  date  of  such  Business
Combination,  subject to a minimum  Transaction  Fee of $250,000 and a carve out
for a Business Combination with a transaction value of less than $5 million.

     Transaction  Value              Transaction  Fee
     Up to $50,000,000               2.0% of such amount; plus
     In excess of $50,000,000        1.5% of such amount

For the six month period following the expiration of this Agreement, if HiEnergy
elects to pursue the sale of the  Company or  receives  an offer to  purchase or
merge with the Company by a person not covered under the section above, HiEnergy
agrees to engage  Seabury  and  Seabury  agrees to act as  HiEnergy's  financial
advisor in connection  with the potential sale or merger  according to the terms
set forth above.

Notwithstanding  the other provisions of this Section 9, Seabury shall have none
of the rights or entitlement to  compensation  contemplated by this Section 9 in
the event the Agreement is terminated due to a Company Termination Event.

     10. Further Investment.  Seabury has the right, but not the obligation,  to
participate  in any  equity  transaction  completed  during  the  term  of  this
Engagement, on the same terms as the other investors to such equity transaction.
Seabury's allocation in any equity transaction shall be limited, however, to ten
percent (10%) of the total capital raise.


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     11.  Survival  of  Certain   Provisions.   The  expense,   indemnification,
reimbursement  and contribution  obligations of HiEnergy  provided herein and in
the  attached  Indemnification  Agreement  and,  except  as  expressly  provided
otherwise in Sections 3(c), 8 and 9,  Seabury's  rights to  compensation  (which
term includes all fees,  amounts and Warrants due or which may become due) shall
remain operative and in full force and effect  regardless of (i) any withdrawal,
termination  or  consummation  of or  failure  to  initiate  or  consummate  any
transaction  described  herein  or (ii) any  termination  or the  completion  or
expiration of this Agreement.

     12.  Notices.  Notice  given  pursuant  to any of the  provisions  of  this
Agreement shall be given in writing and shall be sent by certified mail,  return
receipt request or recognized  overnight courier or personally  delivered (a) if
to the Company,  to HiEnergy  Technologies,  Inc.  office at 1601 Alton Parkway,
Unit B, Irvine,  California 92606. Attention:  Thomas Pascoe,  President & Chief
Executive Officer,  and; (b) if to Seabury, to its office at 540 Madison Avenue,
17th floor, New York, NY 10022. Attention: Roy Clauss, Managing Director.

     13.  Confidentiality.  No financial  advice rendered by Seabury pursuant to
this Agreement or by HC Wainwright  pursuant to its engagement  agreement may be
disclosed  publicly in any manner  without  Seabury's  prior  written  approval,
except as may be required by law,  regulation  or court order but subject to the
limitation  below.  If the Company is required  or  reasonably  expects to be so
required to disclose  any advice,  HiEnergy  shall  provide  Seabury with prompt
notice thereof so that Seabury may seek a protective order or other  appropriate
remedy and take reasonable  efforts to assure that all of such advice  disclosed
will be covered by such order or other remedy.  Whether or not such a protective
order or other remedy is obtained,  HiEnergy will and will cause its  affiliates
to disclose  only that portion of such advice,  which the Company is so required
to disclose.

     14. Miscellaneous.  This Agreement (including the attached  Indemnification
Agreement) sets forth the entire agreement  between the parties,  supersedes and
merges all prior written or oral  agreements  with respect to the subject matter
hereof,  may only be amended in writing and shall be governed by the laws of the
State of New York  applicable  to agreements  made and to be performed  entirely
within such  State.  The parties  shall make  reasonable  efforts to resolve any
dispute  concerning  this Agreement,  its  construction or its alleged breach by
face-to-face negotiations. If such negotiations fail to resolve the dispute, the
dispute shall be finally  decided by  arbitration  in accordance  with the rules
then in effect of the American Arbitration Association.  Any arbitration will be
conducted in the New York City metropolitan area. HiEnergy (for the Company, for
anyone  claiming  through  or in the name of the  Company  and on  behalf of the
equity holders the Company) and Seabury each hereby irrevocably waives any right
it may  have to  trial  by jury in  respect  of any  claim  arising  out of this
Agreement or the transactions contemplated hereby.

This  Agreement  may not be assigned by either party  without the prior  written
consent of the other party.

If any provision of this Agreement is determined to be invalid or  unenforceable
in any respect,  such  determination will not effect such provision in any other
respect  or any other  provision  of this  Agreement.  Please  confirm  that the
foregoing correctly sets forth our agreement by signing and returning to Seabury
the enclosed duplicate copy of this Agreement.


<PAGE>


     Very truly yours,


     Seabury Transportation Advisors LLC


     By:  /s/ John E. Luth
        ---------------------
     John E.  Luth
     President & CEO


Accepted and agreed to as of the date first written above

     HiEnergy Technologies, Inc.



     By:  /s/ Tom Pascoe
        ------------------
     Thomas Pascoe
     President & Chief Executive Officer


<PAGE>


                                                               December 18, 2002

Seabury Transportation Advisors LLC
540 Madison Avenue, 17th Floor
New York, NY 10022


Gentlemen:

         In connection  with the engagement of Seabury  Transportation  Advisors
LLC  and/or  one or more of its  affiliates  ("Seabury")  to advise  and  assist
HiEnergy  Technologies,  Inc.  (referred to herein as "we", "our", or "us") with
the matters set forth in the Agreement dated December 18, 2002 (the  "Engagement
Agreement")  between  us and  Seabury,  we hereby  agree to  indemnify  and hold
harmless  Seabury,  its  affiliated  companies,  and each of Seabury's  and such
affiliated companies' respective officers,  directors,  agents,  employees,  and
controlling  persons (within the meaning of each of Section 20 of the Securities
Exchange Act of 1934 and Section 15 of the  Securities Act of 1933) (each of the
forgoing,  including Seabury,  being hereinafter  referred to as an "Indemnified
Person") to the  fullest  extent  permitted  by law from and against any and all
losses, claims, damages, expenses (including reasonable fees, disbursements, and
other reasonable  charges of counsel),  actions (including actions brought by us
or our  equity  holders or  derivative  actions  brought by any person  claiming
through us or in our name), proceedings, arbitrations or investigations (whether
formal or informal),  or threats thereof (all of the foregoing being referred to
as "Liabilities"), based upon, relating to, or arising out of such engagement or
any Indemnified  Person's role therein;  provided,  however that we shall not be
liable under the Engagement Agreement or this agreement: (a) for any amount paid
in settlement of claims without our consent,  unless our consent is unreasonably
withheld  (b) to  the  extent  that  it is  finally  judicially  determined,  or
expressly stated in an arbitration  award,  that such Liabilities  resulted from
the willful  misconduct  or gross  negligence of Seabury  and/or an  Indemnified
Person or (c) in the event Seabury is in breach of the Engagement Agreement.  If
multiple claims are brought against any Indemnified  Person in an arbitration or
other  proceeding  and at least one such  claim is based  upon,  relates  to, or
arises out of the engagement of Seabury by us or any  Indemnified  Person's role
therein,  we agree that any award,  judgment,  and other  Liabilities  resulting
therefrom  shall be deemed  conclusively to be based on, relate to, or arise out
of the  engagement  of Seabury by us or any  Indemnified  Person's role therein,
except to the extent that such award or judgment expressly states that the award
or judgment, or any portion thereof, is based solely upon, relates to, or arises
out of other matters for which  indemnification is not available  hereunder.  In
connection  with our obligation to indemnify for expenses as set forth above, we
further  agree to  reimburse  each  Indemnified  Person  for all  such  expenses
(including reasonable fees, disbursements, and other charges of counsel) as they
are  incurred  by  such  Indemnified  Person;  provided,   however  that  if  an
Indemnified Person is reimbursed hereunder for any expenses,  the amount so paid
shall be refunded if and to the extent it is finally judicially  determined,  or
expressly  stated in an  arbitration  award,  that the  Liabilities  in question
resulted primarily from the misconduct or negligence of such Indemnified Person.
We hereby agree that neither Seabury nor any other Indemnified Person shall have
any liability to us (or anyone claiming through us or in our name) in connection
with  Seabury's  engagement  by us except to the  extent  that such  Indemnified
Person has engaged in willful  misconduct  or been  grossly  negligent or in the
event  Seabury  and/or an  Indemnified  Person  is in  breach of the  Engagement
Agreement.


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HIENERGY TECHNOLOGIES, INC.                                                   2

         Promptly  after  Seabury  receives  notice of the  commencement  of any
action or other proceeding in respect of which  indemnification or reimbursement
may be sought hereunder,  Seabury will notify us thereof; but the omission so to
notify us shall not relieve us from any obligation hereunder unless, and only to
the extent that, such omission  results in our forfeiture of substantive  rights
or defenses. If any such action or other proceeding shall be brought against any
Indemnified  Person,  we shall,  upon written notice given  reasonably  promptly
following your notice to us of such action or proceeding,  be entitled to assume
the defense  thereof at our expense  with  counsel  chosen by us and  reasonably
satisfactory to such Indemnified Person; provided,  however that any Indemnified
Person may, at its own expense  retain  separate  counsel to participate in such
defense.  Notwithstanding the foregoing,  such Indemnified Person shall have the
right to employ  separate  counsel at our expense and to control its own defense
of such action or proceeding  if, in the  reasonable  opinion of counsel to such
Indemnified  Person,  (i) there are or may be legal  defenses  available to such
Indemnified  Person or to other  Indemnified  Persons that are different from or
additional  to those  available  to us,  or (ii) a  difference  of  position  or
potential  difference of position exists between us and such Indemnified  Person
that would make such separate representation advisable;  provided,  however that
in no event shall we be required to pay fees and expenses  under this  indemnity
for more  than one firm of  attorneys  (in  addition  to local  counsel)  in any
jurisdiction in any one legal action or group of related legal actions. We agree
that we will not, without the prior written consent of Seabury and provided such
consent is not  unreasonably  withheld,  settle or  compromise or consent to the
entry of any judgment in any pending or threatened claim,  action, or proceeding
relating to the matters contemplated by Seabury's engagement (whether or not any
Indemnified  Person is a party thereto) unless such settlement,  compromise,  or
consent includes an unconditional  release of Seabury and each other Indemnified
Person from all liability  arising or that may arise out of such claim,  action,
or proceeding.

         If the  indemnification of an Indemnified Person provided for hereunder
is finally  judicially  determined  by a court of competent  jurisdiction  to be
unenforceable,  then we agree, in lieu of indemnifying such Indemnified  Person,
to  contribute  to the amount  paid or payable by such  Indemnified  Person as a
result of such  Liabilities in such  proportion as is appropriate to reflect the
relative benefits received,  or sought to be received, by us on the one hand and
by Seabury on the other from the  transactions  in connection with which Seabury
has been engaged.  If the allocation  provided in the preceding  sentence is not
permitted by  applicable  law, then we agree to contribute to the amount paid or
payable  by such  Indemnified  Person  as a result of such  Liabilities  in such
proportion as is appropriate to reflect not only the relative  benefits referred
to in such  preceding  sentence  but also the  relative  fault of us and of such
Indemnified Person.

         Notwithstanding  the foregoing,  in no event shall the aggregate amount
required to be  contributed by all  Indemnified  Persons taking into account our
contributions  as described  above exceed the amount of fees received by Seabury
pursuant to such  engagement.  The  relative  benefits  received or sought to be
received by us on the one hand and by Seabury on the other shall be deemed to be
in the same proportion as (a) the total value of the  transactions  with respect
to which  Seabury  has been  engaged  bears to (b) the fees paid or  payable  to
Seabury with respect to such engagement.

<PAGE>

HIENERGY TECHNOLOGIES, INC.                                                   3


         The  rights  accorded  to  Indemnified  Persons  hereunder  shall be in
addition  to any rights that any  Indemnified  Person may have at common law, by
separate agreement or otherwise.

         THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE  STATE  OF NEW  YORK  APPLICABLE  TO  AGREEMENTS  MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE.

WE HEREBY CONSENT,  SOLELY FOR THE PURPOSE OF ALLOWING AN INDEMNIFIED  PERSON TO
ENFORCE ITS RIGHTS HEREUNDER,  TO PERSONAL JURISDICTION AND SERVICE AND VENUE IN
ANY COURT IN WHICH ANY CLAIM FOR WHICH  INDEMNIFICATION  MAY BE SOUGHT HEREUNDER
IS BROUGHT AGAINST SEABURY OR ANY OTHER INDEMNIFIED PERSON.

         We and Seabury also hereby  irrevocably  waive any right we and Seabury
may have to a trial by jury in respect of any claim based upon or arising out of
this agreement.  This agreement may not be amended or otherwise  modified except
by an instrument signed by both Seabury and us. If any provision hereof shall be
determined to be invalid or  unenforceable  in any respect,  such  determination
shall not affect such  provision in any other respect or any other  provision of
this agreement,  which shall remain in full force and effect.  Each  Indemnified
Person is an intended beneficiary hereunder.

         The  foregoing   indemnification   agreement  shall  remain  in  effect
indefinitely, notwithstanding any termination of Seabury's engagement.



                                          Very truly yours,

                                          HiEnergy Technologies, Inc.

                                          By: /s/ Tom Pascoe_______

                                          Thomas Pascoe
                                          President  & Chief Executive Officer




Acknowledged and Agreed to:

SEABURY TRANSPORTATION ADVISORS LLC

By: /s/ John E. Luth
   ---------------------------------------------

John E. Lu
President & CEO