EXHIBIT 10.126

                        INDEPENDENT CONTRACTOR AGREEMENT

HiEnergy  Technologies,  Inc. ("HiEnergy"),  a Delaware Corporation,  on the one
hand, and Metaskill,  Inc.("Metaskill"),  a California Corporation, hereby enter
into this independent  contractor software development and services agreement on
the  basis of Work Made For Hire as of the last date  following  the  signatures
below (the "Agreement").

1.       DEFINITIONS.

         a)  "Binary Code" means software in  machine-readable  form that is not
             easily  understood by a human  knowledgeable in the art of computer
             programming,  but which is understood and used by a computer to run
             the software.

         b)  "Bugs" means  errors in a software  program that cause the software
             to fail to function as intended.

         c)  "Party" or "Parties" means either of HiEnergy or Metaskill and used
             singularly or collectively hereinafter.

         d)  "Propietary and/or Confidential  Information" means any information
             identified as being Propietary and/or  Confidential  Information by
             either  party,  either  orally  or in  writing,  at the  time it is
             disclosed,   or  designated  as  confidential  in  writing  (either
             electronically or by other means) within 30 days of the disclosure,
             provided  that  the  information  (a) was  not  publicly  known  or
             generally in the public  domain prior to the  disclosure,  (b) does
             not become generally known or part of the public domain through any
             improper action or disclosure by the receiving party, or (c) can be
             shown to have  been in the  rightful  possession  of the  receiving
             party  prior  to  having  been  identified  as  Propietary   and/or
             Confidential Information by the disclosing party.

         e)  "Software"  means any and all  software  developed  and provided to
             HiEnergy by Metaskill pursuant to this Agreement.

         f)  "Source Code" means software in written form which is the preferred
             form for making  modifications  to the software and which is easily
             understood  by  a  human  knowledgeable  in  the  art  of  computer
             programming.

2.       WORK MADE FOR HIRE / RIGHTS TO WORK.

         a)  Metaskill shall perform and/or provide the software development and
             consulting  services  as work made for hire as detailed in Addendum
             I, which is incorporated as a part of this Agreement.

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         b)  Metaskill  understands  and agrees  that the (i)  Software,  Source
             Code,  Binary  Code  and any  work  product  shall  be the sole and
             exclusive  property of HiEnergy (ii) Metaskill  shall have no other
             rights  whatsoever in or to the Software,  Source Code, Binary Code
             and any work product  such as  patches/fixes,  delivered  under the
             Agreement;  and (iii)  Metaskill  shall not  distribute,  sell,  or
             incorporate  the  Software,   Source  Code,  Binary  Code  and  any
             derivative modifications or extensions of them.

         c)  Metaskill  agrees  not to attach  to the  Software  any  statements
             appearing  thereon  regarding  copyright or  proprietary  rights of
             Metaskill.  Metaskill  shall  not copy (in any  form),  distribute,
             sell, lease, assign, encumber, license or sub-license the Software,
             Source Code,  Binary Code and any work product to anyone other than
             HiEnergy.   Metaskill  hereby  acknowledges  and  agrees  that  the
             Software is to be licensed  and/or  distributed  to other users for
             commercial purposes by HiEnergy .

3.       TITLE AND COPYRIGHT ASSIGNMENT

         a)  The  Software,  Source  Code,  Binary  Code and the  results of the
             services to be rendered by  Metaskill  hereunder  are work made for
             hire (the "Work").  Metaskill acknowledges and agrees that the Work
             (and all rights therein, including, without limitation,  copyright)
             belongs  to and  shall  be  the  sole  and  exclusive  property  of
             HiEnergy, subject to HiEnergy meeting its obligations herewith.

         b)  If for any reason the Work would not be  considered a work made for
             hire under applicable law,  Metaskill does hereby sell, assign, and
             transfer to HiEnergy, its successors and assigns, the entire right,
             title  and  interest  in and to the  copyright  in the Work and any
             registrations and copyright  applications  relating thereto and any
             renewals  and  extensions  thereof,  and in and to all works  based
             upon,  derived from, or  incorporating  the Work,  and in an to all
             income,  royalties,  damages,  claims and payments now or hereafter
             due or payable  with respect  thereto,  and in and to all causes of
             action,  either in law or in equity  for past,  present,  or future
             infringement  based  on the  copyrights,  and in and to all  rights
             corresponding to the foregoing.

         c)  Metaskill also acknowledges that any manuals and related data which
             comprise or are related to the Work are deemed proprietary products
             of  HiEnergy,  which shall retain all rights,  title and  interest,
             including copyright to these products.

         d)  If the Work is one to which the provisions of 17 U.S.C. 106A apply,
             the  Metaskill  hereby  waives and  appoints  HiEnergy to assert on
             Metaskill's  behalf the  author's  moral  rights or any  equivalent
             rights  regarding the form or extent of any  alteration to the Work
             (including,  without  limitation,  removal or  destruction)  or the
             making  of any  derivative  works  based  on the  Work,  including,
             without limitation, any reproductions of the Work in any medium.

         e)  Metaskill  agrees to execute  all papers and to perform  such other
             proper acts as HiEnergy  may deem  necessary to secure for HiEnergy
             or its designee the rights herein assigned.

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4.       INDEPENDENT CONTRACTOR.

         a)  Nothing in this  Agreement  shall be  construed to make the Parties
             partners,  joint  venturers,  representatives,  or  agents  of each
             other, nor shall either party so hold itself out.

         b)  Metaskill  shall  be an  independent  contractor  with  respect  to
             HiEnergy.  HiEnergy shall not be responsible for withholding  taxes
             with respect to Metaskill's compensation hereunder. Metaskill shall
             have no claim  against  HiEnergy  for  vacation  pay,  sick  leave,
             retirement benefits, social security, worker's compensation, health
             or  disability  benefits,   unemployment   insurance  benefits,  or
             employee benefits of any kind.

5.       PAYMENT AND CONSIDERATION TERMS.

         a)  In consideration for the work outlined in this Agreement,  HiEnergy
             shall pay  Metaskill  on a hourly  basis in the  amount of $125 per
             hour.

         b)  As additional consideration, HiEnergy shall issue Metaskill, or its
             designee,  warrants to purchase  10,000  shares of common  stock at
             $0.75 per share for each milestone  accomplished  without delay and
             on time.

         c)  Metaskill shall not expend more than $1,500 per each week of travel
             for related expenses.  This not to exceed amount includes per diem,
             airfare,  lodging,  other  associated  costs,  and  any  applicable
             indirect burden rate. Reimbursements shall be made.

         d)  Payment for all services  and work,  as well as travel and approved
             equipment reimbursements,  shall be made within 15 calendar days of
             the date of invoice  submitted by Metaskill.  Any balance  invoiced
             and not paid within 15 calendar  days shall accrue  interest at 10%
             per  annum.  Any  rights to  purchase  shares  of  common  stock in
             HiEnergy  earned  will  be  immediately  recorded  in  the  warrant
             register of HiEnergy.

         e)  All invoices with claims for  reimbursable  expenses  shall include
             sufficient  detail to allow  verification  of proper  allocation of
             charges.

         f)  Both  Parties  may  modify  at any time the  amounts  to be paid by
             HiEnergy to  Metaskill,  so long as any and all such  modifications
             shall be in writing and  executed in  acceptance  by the Parties in
             order to be effective.

6.       NON-EXCLUSIVITY.

This  Agreement is a  non-exclusive  agreement,  and both parties remain free to
enter into similar  agreements  with third parties.  In the event that Metaskill
enters into an agreement with a third party in which Metaskill performs software
development,  consulting,  or other services to an entity  involved in a similar
line of business, Metaskill shall inform HiEnergy of that agreement at or before
the time he enters into such agreement.

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Nothing in this Section 6 limits or supercedes any other provision herein.

7.       CONFIDENTIALITY

         a)  Both  HiEnergy  and  Metaskill  agree  that  during the term of his
             Agreement, each Party, may disclose to the other certain Propietary
             and/or  Confidential  Information.  Either Party may  designate any
             information   it  provides  to  the  other  as  Propietary   and/or
             Confidential  Information,   and  the  receiving  party  shall  not
             disclose  that  information  to third  parties  without the express
             permission  of the  disclosing  party.  Information  designated  as
             Propietary   and/or    Confidential    Information   shall   remain
             confidential   until  the   disclosing   party   designates  it  as
             non-confidential or until the information becomes public through no
             fault of the receiving party or illegal action.

         b)  With regard to Propietary and/or Confidential Information disclosed
             by  either  Party,  the  receiving  Party  agrees to take all steps
             necessary to:

            i.    to protect such  information  to the extent  normally  used in
                  safeguarding  its own proprietary  information but in no event
                  less than a standard of reasonable care; and

            ii.   to  protect  and  prevent  disclosure  to and/or  use by third
                  parties of any proprietary information of the other party; and

            iii.  to hold all said proprietary information in confidence and not
                  to,  directly  or  indirectly,  copy,  publish,  summarize  or
                  disclose to any person or entity such information  without the
                  other party's prior written consent; and

            iv.   to notify  the  Disclosing  Party in  writing  within  two (2)
                  working  days of discovery of any  inadvertent  or  accidental
                  disclosure  of  Propietary  and/or  Confidential  Information,
                  without in any way  limiting  the other  rights or remedies of
                  the Disclosing Party hereunder,  and the Receiving Party shall
                  take all necessary  precautions to avoid further dissemination
                  of  the   information   disclosed,   as  well  as   corrective
                  precautions to prevent disclosure of any additional Propietary
                  and/or Confidential Information.

         c)  The Parties  understand  and agree that in the event  either  party
             breaches or threatens  to breach the  provisions  of this  section,
             such breach or threatened  breach would cause  irreparable  harm to
             the  non-breaching  party, and that monetary damages would not be a
             sufficient remedy and that each Party shall be entitled to specific
             performance, including, without limitation, injunctive relief, as a
             remedy for any such breach by the other  Party.  Such remedy  shall
             not be deemed to be the  exclusive  remedy for any breach but shall
             be in addition to all other remedies available at law or equity.

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8.       QUALITY, TESTING AND ACCEPTANCE.

         a)  Metaskill will thoroughly test the quality of all Software,  Source
             Code and Binary Code product it delivers to HiEnergy in  accordance
             with customary practice within the industry.

         b)  HiEnergy  will  test  all such  code  pursuant  to its own  quality
             assurance  procedures,  and  may  reject  any  code  it  reasonably
             believes does not meet its specifications.

         c)  In the event that Bugs are  discovered in the  Software,  Metaskill
             will use his best  efforts  to correct  the Bugs in an  expeditious
             manner.

         d)  Payment for services  and  deliverables  by Metaskill  shall not be
             deemed to be acceptance by HiEnergy thereof.

9.       LIMITED WARRANTY.

         a)  Metaskill  warrants  that the  best  technical  practices,  skills,
             procedures,  care  and  judgment  will be  employed  and  that  the
             Software will be developed in the most  expeditious  and economical
             manner  in  satisfaction  of the  deliverables  and  milestones  in
             Addendum I, which is incorporated as part of this Agreement.

         b)  Metaskill  warrants  that he has the,  right and authority to enter
             into this  Agreement,  and that, to the best of his knowledge,  (i)
             the Software  will not infringe upon any patent,  copyright,  trade
             secret, or other intellectual  property interest of any third party
             and (ii) Metaskill  will take all due and reasonable  care to avoid
             infringing   any  patent,   copyright,   trade  secret,   or  other
             intellectual property interest of any third party.

             ALL   WARRANTIES  UNDER  THIS  AGREEMENT  SHALL SURVIVE INSPECTION,
             TESTING, ACCEPTANCE,  AND PAYMENT  AND  SHALL  RUN TO HIENERGY, ITS
             AFFILIATES, SUCCESSORS AND ASSIGNS.

10.      ADDITIONAL OBLIGATIONS.

         a)  In the event that Metaskill requires  additional  computer hardware
             in order to perform  its  responsibilities  under  this  Agreement,
             HiEnergy will purchase or reimburse  Metaskill for the cost of such
             hardware.  All such hardware  purchases must be approved in advance
             by HiEnergy,  and HiEnergy  agrees to provide it to Metaskill at no
             charge to  Metaskill  during the term of this  Agreement.  Upon the
             termination  of this  Agreement  for any  reason,  Metaskill  shall
             return to HiEnergy all such hardware.

         b)  HiEnergy  shall  supply  Metaskill  with all  technical  and  other
             documents  deemed  necessary  to enable  Metaskill  to fulfill  its
             obligations;  the failure of which shall not  prejudice  Metaskill,
             nor be  the  cause  of any  forfeiture  of  any  consideration  due
             Metaskill,   insofar  as  (i)  said   failure   was  the  cause  of
             non-performance  of  Metaskill  and (ii)  Metaskill  satisfactorily
             performed its obligations upon reconcile.

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11.      TERM AND TERMINATION.

         This agreement  shall begin on the date work was commenced by Metaskill
         ("Effective Date") through  termination in accordance with the terms of
         this  Agreement.  Time  is  of  the  essence  in  performance  of  this
         Agreement.  HiEnergy may terminate  this  Agreement by 30 day's written
         (electronic or other means) notice of  termination.  HiEnergy shall pay
         Metaskill  for any  outstanding  consideration  owed  Metaskill for all
         services performed pursuant to the Agreement through the effective date
         of termination.

12.      DISPUTES BETWEEN THE PARTIES.

         a)  The Parties will attempt in good faith to resolve,  by  negotiation
             or mediation,  any  controversy  or claim  regarding the rights and
             obligations  under this Agreement or its breach. If the Parties are
             unable to do so, and  regardless  of the causes of action  alleged,
             the  claim  will be  resolved  by  arbitration  in  before a single
             arbitrator who is knowledgeable in independent  contractor software
             development.  Such  arbitration  will be conducted  pursuant to the
             then  current   Commercial   Rules  of  the  American   Arbitration
             Association  and the  federal  substantive  and  procedural  law of
             arbitration.  The arbitrator's award will be final and binding, and
             may be  entered  in any  court  having  jurisdiction  thereof.  The
             arbitrator  shall not have the power to award punitive or exemplary
             damages.  Each  Party will bear its own  attorneys'  fees and costs
             related  to the  arbitration.  Any claim or action  must be brought
             within two years after the cause of action

         b)  The rights and  obligations  of this Disputes  section herein shall
             survive  expiration,  termination,  or  final  payment  under  this
             Agreement.

13.      INDEMNITY.

         a)  HiEnergy shall defend,  indemnify, and hold harmless Metaskill from
             and against  any  liability,  suits,  claims,  losses,  damages and
             judgments filed against Metaskill made in the United States related
             to  this  Agreement,  provided  that  Metaskill  promptly  notifies
             HiEnergy of any and all such claims and provided  that  HiEnergy is
             given  control  over the  defense of any and all such  claims.  The
             provisions of this Section shall  survive the  termination  of this
             Agreement.

         b)  HiEnergy  shall not be responsible  for any claims brought  against
             Metaskill  related  to  actions  taken  by  Metaskill  outside  the
             Agreement.

14.      LIMITATION ON LIABILITY.

         To the extent allowed by applicable law,

         EXCEPT FOR THE  EXPRESS  LIABILITIES  HEREIN,  IN NO EVENT WILL  EITHER
         PARTY BE LIABLE FOR  CONSEQUENTIAL  DAMAGES  (INCLUDING LOST PROFITS OR
         SAVINGS) OR INCIDENTAL DAMAGES,  EVEN IF INFORMED OF THEIR POSSIBILITY;
         AND  IN  NO  EVENT  SHALL   EITHER   PARTY,   ITS  AGENTS,   SUPPLIERS,
         DISTRIBUTORS,  OR  RESELLERS,  BE  LIABLE  FOR  ANY  REPRESENTATION  OR
         WARRANTY MADE TO ANY THIRD PARTY BY THE OTHER PARTY OR ITS AGENTS.

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         EXCEPT AS PROVIDED IN THIS AGREEMENT,  IN NO EVENT WILL  METASKILL,  OR
         ITS AGENTS, BE LIABLE FOR ANY CLAIM AGAINST HIENERGY BY ANY THIRD PARTY
         FOR FAILURE OF THE  SOFTWARE OR THE PRODUCT TO PERFORM;  OR THE RESULTS
         OR INFORMATION  OBTAINED OR DECISIONS MADE BY END USERS OF THE SOFTWARE
         OR THE PRODUCTS OR THE  DOCUMENTATION.  THIS LIMITATION OF LIABILITY IS
         AN ESSENTIAL PART OF THE BARGAIN UNDER THIS AGREEMENT.;

         THIS PROVISION REPRESENTS AN OFFENDING PARTY'S ENTIRE LIABILITY AND THE
         OFFENDED PARTY'S EXCLUSIVE REMEDY.

15.      FORCE MAJEURE.

         To the extent allowed by applicable law,

         NEITHER PARTY IS LIABLE FOR FAILING TO FULFILL ITS  OBLIGATIONS  DUE TO
         CAUSES  BEYOND  ITS  REASONABLE   CONTROL  AND  WITHOUT  ITS  FAULT  OR
         NEGLIGENCE.  EXAMPLES OF SUCH CAUSES INCLUDE BUT ARE NOT LIMITED TO (1)
         ACTS OF GOD OR OF THE  PUBLIC  ENEMY,  (2)  ACTS OF THE  GOVERNMENT  IN
         EITHER ITS SOVEREIGN OR CONTRACTUAL  CAPACITY,  (3) FIRES,  (4) FLOODS,
         (5) EPIDEMICS,  (6) QUARANTINE  RESTRICTIONS,  (7) STRIKES, (8) FREIGHT
         EMBARGOES,  AND (9)  UNUSUALLY  SEVERE  WEATHER.  A PARTY MUST USE BEST
         EFFORTS TO PROMPTLY  NOTIFY THE OTHER OF CONDITIONS THAT WILL RESULT IN
         A DELAY IN OR FAILURE OF PERFORMANCE.

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16.      MISCELLANEOUS.

         a)  Any notice under this  Agreement  shall be in English,  in writing,
             and shall be deemed to be given upon  receipt.  Notices to HiEnergy
             shall be  delivered to Contracts  Manager,  HiEnergy  Technologies,
             Inc.,  1601-B Alton  Parkway,  Irvine,  CA 92606,  USA.  Notices to
             Metaskill shall be delivered to Walter Murphy, Metaskill, Inc., 210
             Northwood Drive, South San Francisco, CA 94080-5831

         b)  This  Agreement,  including all Addendums,  constitutes  the entire
             understanding  of  the  Parties.   This  Agreement  supersedes  and
             terminates all prior  representations,  warranties and  agreements,
             written or oral,  regarding the subject  matter of this  Agreement.
             Any  modification  to  this  Agreement  must  be in a  writing  and
             executed by both Parties.

         c)  The headings  within this  Agreement are for  convenience  only and
             will not affect the  interpretation  of this  Agreement.  If one or
             more of the provisions contained in this Agreement is held invalid,
             illegal or  unenforceable  in any respect by any court of competent
             jurisdiction,  such holding will not impair the validity, legality,
             or enforceability of the remaining provisions.

         d)  Failure  or delay on the part of any party to  exercise  any right,
             remedy,  power or privilege hereunder will not operate as a waiver.
             Any waiver must be in writing and signed by the party granting such
             waiver in order to be effective.

         e)  In the event that HiEnergy is merged with or consolidated  into any
             other entity, or in the event that  substantially all of the assets
             of HiEnergy are sold or otherwise  transferred to any other entity,
             the provisions of this Agreement will be binding upon, and inure to
             the benefit of, such other entity.

         f)  Neither  Party shall  subcontract  or assign this  Agreement to any
             third party without the express written consent of other.

         g)  This agreement shall be construed and interpreted  according to the
             laws of the  State of  California  and  shall be  binding  upon the
             parties  hereto,  their heirs,  successors,  assigns,  and personal
             representatives;  and references to Metaskill and to HiEnergy shall
             include   their   heirs,   successors,    assigns,   and   personal
             representatives.

IN WITNESS WHEREOF, the parties have duly executed this agreement.

METASKILL, INC.                                     HIENERGY TECHNOLOGIES, INC.

By:     /s/ Walter Murphy                           By:   /s/ Bogdan C. Maglich
        --------------------                              ----------------------
Name:   Walter Murphy                               Name: Dr. Bogdan C. Maglich
Title:  President                                         Chairman & CEO

Date:   9-15-05 as of 7-20-05                       Date : 9-12-05


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