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                                  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
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:

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     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
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.

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     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).

     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.

     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

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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.

     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



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