EXHIBIT 10.125

                                                           Dr. Bogdan C. Maglich
                                                                    Chairman/CEO

September 9, 2005

Mr. Vladimir Stanich
13140 Neddick Avenue
Poway, CA 92064

Dear Vladimir:

Please  accept  the  following  engagement  letter  related  to  your  providing
engineering  consulting and manufacturing  planning as an independent contractor
for a  period  of 3  months,  at  which  time  an  extended  appointment  may be
considered following a performance review.

Your engagement will be effective  August 15, 2005 under the following terms and
conditions:

      1.    a). Your tasks will focus on engineering and production planning, as
            well as contributing to the design and implementation of
            manufacturing operations; and

            b). You agree to deliver to management monthly written reports of
            your activities and performance of your duties; and

            c). You will serve as a consultant to the Management Committee of
            HiEnergy Technologies, Inc. and report directly to me.

      2.    You will be working no less than four (4) days per week.

      3.    In consideration of the services to be performed hereunder:

            a). You will be paid $3,500 per month in cash, to be paid in equal
            installments on a bi-weekly basis; and

            b). you will be paid $15,000 per month in deferred compensation
            which shall be paid in the form of marketable shares of common stock
            of the Company.

            The Company will make timely reimbursements for any pre-approved
            and/or programmed expenses that may be incurred by you.

      4.    In the event the Company files a registration statement on S-8, the
            Company will include any shares earned by you as compensation for
            services rendered hereunder and may at its option pay you with
            registered S-8 stock with value equivalent to the above stated
            compensation. In the event the Company pays you in advance for
            future services and if you were to voluntary resign or be fired for
            cause prior to providing said services, the pro-rata portion of time
            not worked would be refundable to the Company . In the event that
            the value of the stock falls between the date of receipt and the
            date you are able to liquidate such shares lawfully in the public
            market, the Company agrees to issue to you for no further
            consideration such additional number of shares as is equal to the
            dollar balance of compensation earned for which payment has not then
            been received directly or through the sale of stock (including any
            accrued interest hereunder).
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Mr. Vladimir Stanich
September 9, 2005
Page 2 of 2


      5.    You will preserve Company confidential information in accordance
            with established Company agreement on the proprietary policies and
            procedures, a copy of which has been provided to you and which
            represents an integral part of this Employment Letter Agreement.

The Company is herewith  obligated to meet the above terms and  conditions  upon
your  acceptance  of  the  engagement,   with  exception  to  any  equity  based
compensation,  the  issuance  of which  shall be subject to an  approval  by the
Company's Board of Directors.

This letter  shall be governed by the laws of the State of  California  (without
giving  effect to  internal  choice  of law  rules).  The  terms of this  letter
agreement  may be  modified  only by a  writing  signed  by both  parties.  Oral
modifications  are not  enforceable.  To the extent of any  inconsistency,  this
agreement shall supersede any previous agreement.

I hope you will find the creative climate of the company stimulating,  such that
your talents will manifest at their best.

Please confirm your acceptance of the offer by cosigning this letter below.

Sincerely,

HiEnergy Technologies, Inc. by

/s/ Bogdan C. Maglich

Dr. Bogdan C. Maglich
Chairman & CEO

In acceptance of the above terms:

/s/ Vladimir Stanich                        9-14-05
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Vladimir Stanich                            Date