AMENDMENT NO. 1
                                     TO THE
                          REGISTRATION RIGHTS AGREEMENT


     THIS  AMENDMENT  NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT ("Amendment No.
1") amends that certain Registration Rights Agreement (the "Original Agreement")
entered  into  as  of __________________, 2002, by  and  between SLW Enterprises
Inc., a Washington corporation (the "Issuer") and the undersigned executing this
Amendment  No.  1  (the  "Permitted  Right  Holder")  (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 1.3.  Original Agreement Section
       --------------------------------------------
1.3  is  hereby  superseded  and  replaced  in  its  entirety  by the following:

          1.3     "Private  Placement  Offering"  means  the  private  placement
       offering  by  Issuer of  up  to 2,000,000 shares of its common stock, par
       value  $0.0001  per share, commencing  on  February 20, 2002  and closing
       contingent  upon the closing of the Voluntary  Share  Exchange  Agreement
       between  HiEnergy Microdevices, Inc. and  Issuer  on  or before April 30,
       2002.

5.     AMENDMENT  OF  ORIGINAL AGREEMENT SECTION 2.1(B).  The second sentence of
       ------------------------------------------------
Original  Agreement  Section  2.1(b)  (Request  for  Underwriting)  is  hereby
superseded  and  replaced in its entirety by the following: "The Permitted Right
Holders  shall  enter  into an underwriting agreement in customary form with the
underwriter  or  underwriters  selected  for  such  underwriting  by  Issuer."

6.     AMENDMENT  OF  ORIGINAL AGREEMENT SECTION 2.2(A).  The Original Agreement
       ------------------------------------------------
Section  2.2(a)  (Piggyback)  is  hereby  amended  as follows:  The period for a
Permitted  Right  Holder  to  provide a written request to Issuer to include any
Registrable Securities in a proposed registered offering is changed from "within
30  days"  to "within 10 business days" of the delivery of a written notice from
Issuer  of  its  intention  to  register  its  common  stock.


Amendment No. 1 to the Registration Rights Agreement - Page 1
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7.     AMENDMENT  OF  ORIGINAL  AGREEMENT  SECTION  3.1(A).  Original Agreement
       ---------------------------------------------------
Section 3.1(a) is  hereby  superseded  and  replaced  in  its  entirety  by  the
following:

          3.1     Obligations  of  Issuer.  Whenever  required  to  effect  the
                  -----------------------
     registration  of  any  Registrable  Securities  under  Sections 2.1 or 2.2,
     Issuer  shall,  as  expeditiously  as  possible:

                 (a)   prepare and file with the SEC a registration statement or
     amendments  thereto,  to  effect  such registration (including such audited
     financial  statements as may be required by the Securities Act or the rules
     and regulations promulgated thereunder) and thereafter use its commercially
     reasonable  best  efforts  to cause a registration statement that registers
     such  Registrable Securities to become and remain effective for 180 days or
     until  the  Permitted Right Holders have completed the distribution related
     thereto,  whichever  occurs  first.  If  requested  by  the Permitted Right
     Holders,  Issuer  shall  file,  cause  to  become effective or maintain the
     effectiveness  of  any  registration  statement  that  contemplates  a
     distribution  of  securities  on  a delayed or continuous basis pursuant to
     Rule  415  under the Securities Act and subject to the same time contraints
     as  provided  in  the  preceding  sentence.

8.   AMENDMENT  OF  ORIGINAL  AGREEMENT  SECTION  3.3.  The second sentence of
     ------------------------------------------------
Original  Agreement Section 3.3 (Counsel Fees) is hereby superseded and replaced
in its entirety by the following:  "If the Permitted Right Holders are unable to
designate  one counsel after a period of 30 days, Issuer may solicit suggestions
for  such  counsel from the Permitted Right Holders (no more than one suggestion
per  Permitted Right Holder), and select one counsel form among those suggested,
and  the  selection  of  such  counsel  shall  be binding on the Permitted Right
Holders."

9.   AMENDMENT  OF  ORIGINAL AGREEMENT SECTION 4. Original Agreement Section 4
     -------------------------------------------
is  hereby  superseded  and  replaced  in  its  entirety  by  the  following:

          4.     Termination  of  Registration  Rights.  All registration rights
                 -------------------------------------
     granted  under  this  Agreement,  and  all  notices  required  under  this
     Agreement,  shall  terminate  and  be of no further force and effect on the
     date that is one year after the first issuance to Permitted Right Holder of
     Registrable  Securities  through  the  Private  Placement  Offering.


     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  and delivered this
Agreement  as  of  the  date  first  written  above.

SLW ENTERPRISES INC.


By:
   -----------------------------
Name: Barry  Alter
Its:  President


Amendment No. 1 to the Registration Rights Agreement - Page 2
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PERMITTED RIGHT HOLDER: _________________________________

Signature: ______________________________________________

Print  Name:_____________________________________________

Its (title if applicable): ______________________________

Address:    _____________________________________________

            _____________________________________________




Amendment No. 1 to the Registration Rights Agreement - Page 3
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