Exhibit 10.56

                                 AMENDMENT NO. 1

                                     TO THE

                             SUBSCRIPTION AGREEMENT



         THIS AMENDMENT NO. 1 TO THE SUBSCRIPTION  AGREEMENT ("Amendment No. 1")
amends  that  certain  Common  Stock   Subscription   Agreement  (the  "Original
Agreement")  entered into as of _______,  2002,  by and between SLW  Enterprises
Inc., a Washington  corporation (the "Issuer") and the subscriber executing this
Amendment No. 1 (the "Subscriber") (together, the "parties").

1. DEFINITIONS;  REFERENCES.  All capitalized terms used in this Amendment No. 1
not defined herein shall have the meanings given them in the Original Agreement.
References  in this  Amendment  No.1  and in the  Original  Agreement  to  "this
Agreement,"  "herein,"  "hereto"  and words of  similar  import  shall  mean the
Original Agreement as modified by this Amendment No. 1.

2. SECTION REFERENCES.  References to Sections herein shall refer to Sections in
this Amendment No. 1. References to the Original  Agreement Sections shall refer
to Sections in the Original Agreement.

3.  EFFECT OF  AMENDMENT  NO. 1. This  Amendment  No. 1  modifies  the  Original
Agreement.  The Original  Agreement,  as amended by this  Amendment No. 1, is in
full force and effect, and the parties hereby ratify and affirm the same. In the
event of any conflict between the provisions of the Original  Agreement and this
Amendment No. 1, the provisions of this Amendment No. 1 shall control.

4. AMENDMENT OF ORIGINAL  AGREEMENT  SECTION 1.1.2. The maximum number of shares
that may be sold to all Subscribers is 2,000,000 shares (the "Maximum Shares").

5. AMENDMENT OF ORIGINAL  AGREEMENT SECTION 1.2. Original  Agreement Section 1.2
is hereby superseded and replaced in its entirety by the following:

         1.2 Closing. The closing of the sale of the Common Stock hereunder will
         occur upon  satisfaction of all conditions  described in this Agreement
         and is  contingent  upon the  closing  of a  voluntary  share  exchange
         transaction  that  includes  the  exchange  of no less  than 80% of the
         outstanding common stock of HiEnergy Microdevices,  Inc. for the common
         stock of the Issuer (the date of the occurrence of the voluntary  share
         exchange closing,  hereafter referred to as the "Closing Date"). If the
         Closing  Date  does not  occur on or  before  April  30,  2002,  unless
         extended to a later date by the Issuer  pursuant to the written consent
         of the  Subscriber  in the form of a  revised  Order to  Release  Funds
         delivered on or before April 30, 2002 to the Issuer, the escrowed funds
         will be promptly returned to the Subscriber, without interest, pursuant
         to an Order to Release Funds,  the form of which is attached  hereto as
         Exhibit B,  executed by the  Subscriber  and  delivered to Ogden Murphy
         Wallace, PLLC pursuant to Section 11 of this Agreement.  The Issuer may
         conduct one or more additional financings with different Closings

Amendment No. 1 to Subscription Agreement - Page 1

<PAGE>


         until the  Maximum  Shares  have been  sold.  The final  closing of the
         offering (the "Final Closing") is expected to occur on or before thirty
         (30) days following the Closing Date,  except that the Final Closing is
         subject to extension b! the Issuer in its sole  discretion for up to 60
         days following the Closing Date (the "Final Closing Date").

6.  ACKNOWLEDGMENTS OF SUBSCRIBER.  The Subscriber  acknowledges  receipt of the
following   additional   disclosure  materials  from  the  Issuer  and  HiEnergy
Microdevices,  Inc. and acknowledges and understands that its decision to invest
in the  Issuer is solely  based upon the  written  information  provided  to the
Subscriber by the Issuer and HiEnergy Microdevices, Inc.:

         o        Amended and Restated  Private  Placement  Offering  Memorandum
                  dated April 2, 2002;

         o        Private  Placement  Offering  Memorandum  dated March 28, 2002
                  distributed  to the  shareholders  of  HiEnergy  Microdevices,
                  Inc.,  including  unaudited  financial  statements of HiEnergy
                  Microdevices,  Inc. and pro forma financial information of the
                  Issuer;

         o        Report on Form 8-K dated  February  20, 2002 filed on March 7,
                  2002;

         o        Quarterly  report on Form 10-QSB for the quarter ended January
                  31, 2002 filed on March 15, 2002;

         o        Articles of  Incorporation of SLW, filed on June 6, 2000 as an
                  exhibit to SLW's registration statement on Form SB-2;

         o        Bylaws of SLW, executed on June 6, 2000 as an exhibit to SLW's
                  registration statement on Form SB-2;

         o        Form of Shareholder's Agreement;

         o        Assignment of Patents to HiEnergy Microdevices, Inc.

7.  SUBSCRIPTION.  The  Subscriber  reaffirms its intention to subscribe for the
number of shares referred to in Original  Agreement Section 11.4 of the Original
Agreement at $1.00 per share.

8. PURPOSE AND EFFECT.  The purpose of this Amendment No. 1 is (i) to revise the
provision  concerning  Closing of this  subscription  to be contingent  upon the
closing of the voluntary  share  exchange  transaction  described in the amended
Section 1.2 and (ii) to provide the Subscriber with further  written  disclosure
materials upon which to base his or her investment decision.




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Amendment No. 1 to Subscription Agreement - Page 2


<PAGE>



INDIVIDUAL INVESTOR SIGNATURE PAGE



         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment No. 1 as of the date set forth below.



Dated: _____________, 2002



---------------------                        -----------------------------------
Signature                                    Signature (if purchasing jointly)



---------------------                        -----------------------------------
Name Typed or Printed                        Name Typed or Printed



ISSUER USE ONLY:

         This  Amendment  No. 1 is agreed to and  accepted [ ] IN FULL or [ ] to
the extent of ________ shares of Common Stock as of __________, 2002.



                                                     SLW ENTERPRISES INC.

                                                     By: ___________________

                                                     Name: _________________

                                                     Title: __________________





Amendment No. 1 to Subscription Agreement - Page 3


<PAGE>


                            CERTIFICATE OF SIGNATORY

   (To be completed if the Common Stock is being subscribed for by an entity)





I, __________________________________, am the ___________________(position)

of _____________________________________________________________ (the "Entity").


         I certify  that I am  empowered  and duly  authorized  by the Entity to
execute and carry out the terms of the  Subscription  Agreement  and to purchase
and hold the Common Stock and certify  further that the  Subscription  Agreement
has been duly and  validly  executed on behalf of the Entity and  constitutes  a
legal and binding obligation of the Entity.

         IN WITNESS WHEREOF, I have set my hand this _____ day of _____________,
2002.



                                            ------------------------------------
                                            (Signature)

                                            Name (Printed):_____________________

                                            Title:______________________________




Amendment No. 1 to Subscription Agreement - Page 5


<PAGE>


                                    EXHIBIT B

                             ORDER TO RELEASE FUNDS

                         DATED: __________________, 2002

TO:  Ogden Murphy Wallace, P.L.L.C.
     1601 Fifth Avenue, Suite 2100
     Seattle, WA  98101

This Order to Release Funds expressly constitutes a contrary written instruction
to that certain  Order to Release  Funds dated ____ . You are hereby  ordered to
disburse ______ ($_____) from your IOLTA escrow account # 60616.020001 according
to the following instructions:

Wire transfer instructions:

        Bank Address:               Bank of America (Branch 2439)
                                    18622 MacArthur Blvd.
                                    Irvine, CA 92612
        Swift Code:                 BofA US 6 S
        Routing #:                  121 00 358
        Account Bus. Name:          SLW Enterprises, Inc. - Money Market Account
        Account Number:             24398-07903
        Business Address:           10 Mauchly Dr.
                                    Irvine, CA 92618

IN WITNESS WHEREOF, I have set my hand as of the day and year marked above.

        Name of Subscriber:
                            --------------------------------------------------

        Signature:
                   -----------------------------------------------------------

        Print Name:
                   -----------------------------------------------------------

        Representative Capacity (if any):
                                          ------------------------------------